Nikola Corporation Reports Fourth Quarter and Full Year 2023 Results

    --  Delivered the first production hydrogen fuel cell electric truck
        available in North America
        --  Delivered 35 hydrogen fuel cell electric trucks in Q4 ending the
            period with no finished goods inventory
        --  From October 2023 through January 31, 2024, 225 additional voucher
            requests have been submitted in Calif. for hydrogen fuel cell
            electric trucks, all for Nikola
    --  Remain on track to get the first battery-electric trucks back into end
        user hands by the end of Q1
    --  Opened first HYLA modular refueling station in Ontario, Calif. and
        announced partnership with FirstElement Fuel in Oakland, Calif.
        providing fleets with fueling solutions in Northern and Southern Calif.
    --  During Q4 raised $230.3M, ending the year with $464.7M of unrestricted
        cash, highest unrestricted cash balance since Q4 2021
    --  Added two additional reputable and seasoned board members with deep
        experience in trucking and energy
        --  Jonathan Pertchik, former CEO of TravelCenters of America
        --  Carla Tully, whose experience includes leading and scaling energy
            organizations across Fortune 150, private equity, and startups
            (appointed in February 2024)

PHOENIX, Feb. 22, 2024 /PRNewswire/ -- 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 fourth quarter and full year ended December 31, 2023.

"Today we're sharing what we've accomplished and how we are providing fully integrated zero-emissions mobility solutions to fleets right now," said Nikola President and CEO Steve Girsky. "We began delivering production hydrogen fuel cell electric trucks in Q4, fleets are fueling daily at our modular refueling station in Ontario, California, we continue to rack up HVIP vouchers, and we are on track to start getting our battery-electric trucks back to end users by the end of the first quarter."

"In California, we have 99% of all the hydrogen fuel cell electric tractor HVIP vouchers requested in 2023 through January 2024," Girsky continued. "There are more requests for our fuel cell truck alone than all other truck OEMs combined on both battery and hydrogen fuel cell electric trucks in the same period. It's a testament to our market leading position, quality of our products, and the high level of Nikola fleet success. We are making the most of our head start and capitalizing on our first-mover advantage."

Launch of the Hydrogen Fuel Cell Electric Truck and Hydrogen Refueling Ecosystem

In Q4 2023, we demonstrated our ability to produce, manufacture, and deliver the hydrogen fuel cell electric truck. We believe we have delivered the first production Class 8 hydrogen fuel cell truck available in North America. Fleets are operating the trucks daily, fueling at our first modular refueling site in Ontario, Calif. and our partner FirstElement Fuel's station in Oakland, Calif.

Looking forward to 2024, we are focused on optimizing revenue and costs in our business, as we seek to scale hydrogen fuel cell electric truck production, secure additional modular refueling sites and deploy modular fuelers to support fleets and bring the battery-electric product back to the marketplace.

Hydrogen Fuel Cell Electric Truck

In Q4 2023, we delivered what we believe is the first production hydrogen fuel cell electric truck available in North America. We produced 42, delivering 35 of those to dealers and reserved seven for continued testing and fleet demos. Every truck delivered to dealers is spoken for by an end user, some of which are already utilizing the trucks in operations daily. End users include:

    --  Long standing partner Biagi Bros.
    --  IMC Logistics, the largest marine drayage company in the U.S.
    --  4 Gen / Duncan and Sons Lines
    --  Alberta Motor Transport Association
    --  Coyote Container

In Calif. 99% (355 of 360) of the hydrogen fuel cell electric HVIP vouchers requested in 2023 through January 2024 are for our hydrogen fuel cell electric truck. We continue to build a strong sales funnel as our sales team works in conjunction with dealers. Initial fleet feedback on truck performance has been positive. Coyote Container completed an 866-mile round trip haul between The Port of Oakland, Port of Long Beach, HYLA Ontario refueling station, and returned to Oakland, stopping for only one refuel.

Battery-Electric Truck

We remain on track to deliver the first re-worked battery-electric trucks with new battery packs back to end users by the end of Q1 and believe all trucks will be returned to end user fleets by the end of Q2 or early Q3. Once end user trucks have been returned, we plan to begin retrofitting the remaining battery-electric trucks in Nikola inventory and selling them for revenue in late Q3 or early Q4.

Since October 2023, there have been 33 additional HVIP voucher requests for the battery-electric truck in Calif. In addition to new battery packs from an alternative supplier, what we call the BEV "2.0" is expected to have a number of additional enhancements, some available upon release and some to be implemented over time, which further improve the trucks capabilities. Some of the improvements include an updated instrument display, a more user-friendly mobile app, and scheduled departure charging to ensure maximum state of charge when a driver begins their route. In addition to the new packs and features, we also expect the trucks will be lighter, improving payload capacity.

Energy

We recently announced the opening of our first HYLA modular refueling station in Ontario, Calif., as well as our collaboration with FirstElement Fuel for fleets to use their refueling station in Oakland, Calif. Fleets are utilizing both fueling locations and hauling freight between Southern and Northern Calif.

Our HYLA team is working to secure additional fueling sites throughout Calif., and believes we have line of sight to secure an additional six in Southern Calif. and three in Northern Calif. in 2024. The HYLA station development strategy is to deploy modular fueling assets as truck network density is amassed in the region. Once truck density is amassed, fixed stations can be constructed and placed into service. Upon the completion of fixed station infrastructure, modular fuelers can be redeployed to a new geography and the cycle can be replicated. We believe the modular refueling strategy allows us to be nimble and rapidly enter new markets, while remaining capital efficient.

Fourth Quarter and Full Year Financial Highlights


                                                                                                                Three Months Ended                       Years Ended
                                                                                                   
            December 31,              
             December 31,


                              
            (In thousands, except share, per share and truck data)          2023                2022            2023                 2022



     Trucks produced                                                                                    42                 133             138                  258



     Trucks shipped                                                                                     35                  20             114                  131



     Total revenues                                                                                $11,532              $5,463         $35,839              $49,725



     Gross profit (loss)                                                                         $(38,236)          $(26,974)     $(214,067)           $(85,969)



     
              Gross margin                                                                       (332) %            (494) %        (597) %             (173) %



     Net loss from continuing operations                                                        $(153,596)         $(175,966)     $(864,621)          $(738,138)



     Net loss                                                                                   $(153,596)         $(222,066)     $(966,282)          $(784,238)



     Adjusted EBITDA (1)                                                                        $(102,031)         $(131,489)     $(519,348)          $(414,894)



     Net loss from continuing operations per share, basic and diluted                              $(0.14)            $(0.36)        $(1.08)             $(1.67)



     Non-GAAP net loss per share, basic and diluted(1)                                             $(0.11)            $(0.30)        $(0.79)             $(1.03)



     Weighted-average shares outstanding, basic and diluted                                  1,078,090,959         487,551,035     800,030,551          441,800,499




     
     (1) A reconciliation of the non-GAAP information is provided below in the financial statement
              tables in the press release.

Webcast and Conference Call Information

Nikola will host a webcast to discuss its fourth quarter and full year 2023 results and business progress at 7:30 a.m. Pacific Time (10:30 a.m. Eastern Time) on February 22, 2024. To access the webcast, parties in the United States should follow this link: https://www.webcast-eqs.com/nikola20240222/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 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; expected orders and customer demand for trucks; the Company's beliefs regarding competition and that it has competitive and first-mover advantage; the Company's business outlook; the Company's expectations regarding hydrogen supply and plans to secure adequate hydrogen supply; expected benefits of the modular refueling strategy; expectations related to the battery-electric truck recall, including the nature of the repairs, the Company's expectations regarding the trucks, and timing of battery replacement and truck deliveries and sales; the Company's sales efforts; and government incentives and expectations regarding customer demand related to such incentives. 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: successful execution of the Company's business plan; design and manufacturing changes and delays, including global shortages in 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; the completion of the 2023 audit and any related adjustments to financial results; and the factors, risks and uncertainties regarding the Company's business described in the "Risk Factors" section of the Company's quarterly report on Form 10-Q for the quarter ended September 30, 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.


                                                            
              
                CONSOLIDATED STATEMENTS OF OPERATIONS


                                                        
              (In thousands, except share and per share data) (unaudited)






                                                                                                                                                     Three Months Ended                   Years Ended December 31,
                                                                                                                                        December 31,


                                                                                                                                        2023                  2022              2023          2022





     
                Revenues:



     Truck sales                                                                                                                    $10,368                $4,695           $30,061       $45,931



     Service and other                                                                                                                1,164                   768             5,778         3,794



     Total revenues                                                                                                                  11,532                 5,463            35,839        49,725



     
                Cost of revenues:



     Truck sales                                                                                                                     46,617                31,695           242,519       132,556



     Service and other                                                                                                                3,151                   742             7,387         3,138



     Total cost of revenues                                                                                                          49,768                32,437           249,906       135,694



     
                Gross loss                                                                                                       (38,236)             (26,974)        (214,067)     (85,969)



     
                Operating expenses:



     Research and development                                                                                                        39,874                66,134           208,160       270,480



     Selling, general and administrative                                                                                             39,325                56,270           198,768       346,186



     Loss on supplier deposits                                                                                                       10,401                                 28,834



     Total operating expenses                                                                                                        89,600               122,404           435,762       616,666



     
                Loss from operations                                                                                            (127,836)            (149,378)        (649,829)    (702,635)



     Other income (expense):



     Interest expense, net                                                                                                          (4,761)              (6,958)         (76,023)     (17,712)



     Revaluation of warrant liability                                                                                                    56                   410               371         3,903



     Gain on divestiture of affiliate                                                                                                     -                                70,849



     Loss on debt extinguishment                                                                                                   (10,663)                              (31,025)



     Other income (expense), net                                                                                                   (10,250)              (5,446)        (162,534)      (1,023)



     
                Loss before income taxes and equity in net loss of affiliates                                                   (153,454)            (161,372)        (848,191)    (717,467)



     Income tax expense                                                                                                                  11                     3                12             6



     
                Loss before equity in net loss of affiliates                                                                   $(153,465)           $(161,375)       $(848,203)   $(717,473)



     Equity in net loss of affiliates                                                                                                 (131)             (14,591)         (16,418)     (20,665)



     
                Net loss from continuing operations                                                                            $(153,596)           $(175,966)       $(864,621)   $(738,138)



     
                Discontinued operations:



     Loss from discontinued operations                                                                                                    -             (46,100)         (76,726)     (46,100)



     Loss from deconsolidation of discontinued operations                                                                                 -                              (24,935)



     
                Net loss from discontinued operations                                                                                   -             (46,100)        (101,661)     (46,100)



     
                Net loss                                                                                                       $(153,596)           $(222,066)       $(966,282)   $(784,238)





     Basic net loss per share:



     Net loss from continuing operations                                                                                            $(0.14)              $(0.36)          $(1.08)      $(1.67)



     Net loss from discontinued operations                                                                                                -               (0.10)           (0.13)       (0.11)



     Net loss                                                                                                                       $(0.14)              $(0.46)          $(1.21)      $(1.78)





     Diluted net loss per share:



     Net loss                                                                                                                       $(0.14)              $(0.46)          $(1.21)      $(1.78)





     Weighted-average shares outstanding, basic and diluted                                                                   1,078,090,959           487,551,035       800,030,551   441,800,499



     Includes stock-based compensation as follows:




                                                                     Three Months Ended              Years Ended December 31,
                                                        December 31,


                                                      2023                 2022            2023     2022



     Cost of revenues                                $362               $2,779          $2,175   $2,779



     Research and development                       3,170                6,837          22,213   34,949



     Selling, general, and administrative           2,943               31,615          51,003  214,717



     Total stock-based compensation                $6,475              $41,231         $75,391 $252,445


                                                             
              
                CONSOLIDATED BALANCE SHEETS


                                                   
              (In thousands, except share and per share data) (unaudited)




                                                                                                                          
             
       December 31,


                                                                                                                                   2023                  2022



     
                Assets



     Current assets



     Cash and cash equivalents                                                                                                $464,715              $225,850



     Restricted cash and cash equivalents                                                                                        1,224                10,600



     Accounts receivable, net                                                                                                   17,974                31,638



     Inventory                                                                                                                  62,588               111,870



     Prepaid expenses and other current assets                                                                                  25,911                27,943



     Assets subject to assignment for the benefit of creditors, current portion                                                      -               29,025



     Total current assets                                                                                                      572,412               436,926



     Restricted cash and cash equivalents                                                                                       28,026                77,459



     Long-term deposits                                                                                                         14,954                34,279



     Property, plant and equipment, net                                                                                        503,416               417,785



     Intangible assets, net                                                                                                     85,860                92,473



     Investment in affiliates                                                                                                   57,062                62,816



     Goodwill                                                                                                                    5,238                 6,688



     Other assets                                                                                                                7,889                 8,107



     Assets subject to assignment for the benefit of creditors                                                                       -              100,125



     
                Total assets                                                                                              $1,274,857            $1,236,658



     
                Liabilities and stockholders' equity



     Current liabilities



     Accounts payable                                                                                                          $44,133               $93,242



     Accrued expenses and other current liabilities                                                                            207,022               179,571



     Debt and finance lease liabilities, current                                                                                 8,950                61,675



     Liabilities subject to assignment for the benefit of creditors, current portion                                                 -               49,102



     Total current liabilities                                                                                                 260,105               383,590



     Long-term debt and finance lease liabilities, net of current portion                                                      269,279               290,128



     Operating lease liabilities                                                                                                 4,765                 6,091



     Other long-term liabilities                                                                                                21,512                 6,684



     Deferred tax liabilities, net                                                                                                  22                    15



     Liabilities subject to assignment for the benefit of creditors                                                                  -               23,671



     Total liabilities                                                                                                         555,683               710,179



     Commitments and contingencies



     Stockholders' equity



     Preferred stock                                                                                                                 -



     Common stock                                                                                                                  133                    51



     Additional paid-in capital                                                                                              3,790,272             2,562,855



     Accumulated deficit                                                                                                   (3,071,069)          (2,034,850)



     Accumulated other comprehensive loss                                                                                        (162)              (1,577)



     Total stockholders' equity                                                                                                719,174               526,479



     
                Total liabilities and stockholders' equity                                                                $1,274,857            $1,236,658


                                                                                   
              
                CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                                               
              (In thousands) (unaudited)




                                                                                                                                                            Years Ended December 31,


                                                                                                                                                       2023                       2022



     
                Cash flows from operating activities



     Net loss                                                                                                                                   $(966,282)                $(784,238)



     Less: Loss from discontinued operations                                                                                                     (101,661)                  (46,100)



     Loss from continuing operations                                                                                                             (864,621)                 (738,138)



     Adjustments to reconcile net loss from continuing operations to net cash used in operating activities:



     Depreciation and amortization                                                                                                                  35,890                     22,765



     Stock-based compensation                                                                                                                       75,391                    252,445



     Equity in net loss of affiliates                                                                                                               16,418                     20,665



     Revaluation of financial instruments                                                                                                          205,589                      (174)



     Revaluation of contingent stock consideration                                                                                                (43,981)



     Inventory write-downs                                                                                                                          71,218                     19,705



     Non-cash interest expense                                                                                                                      79,201                     15,481



     Loss on supplier deposits                                                                                                                      28,834



     Gain on divestiture of affiliate                                                                                                             (70,849)



     Loss on debt extinguishment                                                                                                                    31,025



     Other non-cash activity                                                                                                                         4,343                        873



     Changes in operating assets and liabilities:



     Accounts receivable, net                                                                                                                       13,665                   (31,638)



     Inventory                                                                                                                                    (23,756)                 (141,168)



     Prepaid expenses and other current assets                                                                                                    (44,732)                  (27,681)



     Long-term deposits                                                                                                                            (1,377)                   (4,306)



     Other assets                                                                                                                                  (1,530)                     (912)



     Accounts payable, accrued expenses and other current liabilities                                                                             (14,613)                    29,669



     Operating lease liabilities                                                                                                                   (2,009)                     (843)



     Other long-term liabilities                                                                                                                     9,716                      1,694



     Net cash used in operating activities                                                                                                       (496,178)                 (581,563)



     
                Cash flows from investing activities



     Purchases and deposits for property, plant and equipment                                                                                    (120,516)                 (168,257)



     Divestiture of affiliates                                                                                                                      36,000



     Proceeds from the sale of assets                                                                                                               20,742                         18



     Payments to assignee                                                                                                                          (2,725)



     Investments in affiliates                                                                                                                       (250)                  (23,027)



     Issuance of senior secured note receivable and prepaid acquisition-related consideration                                                            -                  (27,791)



     Settlement of price differentials                                                                                                                   -                   (6,588)



     Net cash used in investing activities                                                                                                        (66,749)                 (225,645)





     
                Cash flows from financing activities



     Proceeds from the exercise of stock options                                                                                                     7,395                      6,867



     Proceeds from issuance of shares under the Tumim Purchase Agreements                                                                           67,587                    123,672



     Proceeds from registered direct offering, net of underwriter's discount                                                                        63,246



     Proceeds from public offerings, net of underwriter's discount                                                                                 128,152



     Proceeds from issuances of convertible debt instruments, net of discount and issuance costs                                                   386,733                    233,214



     Proceeds from issuance of common stock under Equity Distribution Agreement, net of commissions paid                                           115,893                    165,143



     Proceeds from issuance of debt, promissory notes and notes payable, net of issuance costs                                                           -                    54,000



     Proceeds from issuance of financing obligations, net of issuance costs                                                                         56,148                     44,823



     Proceeds from insurance premium financing                                                                                                       5,223                      6,637



     Payment for Coupon Make-Whole Premiums                                                                                                       (35,241)



     Repayment of debt, promissory notes and notes payable                                                                                        (45,469)                  (30,526)



     Payments on insurance premium financing                                                                                                       (5,369)                   (4,638)



     Payments on finance lease liabilities and financing obligation                                                                                (1,315)                     (316)



     Net cash provided by financing activities                                                                                                     742,983                    598,876



     Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents                                                 180,056                  (208,332)



     Cash and cash equivalents, including restricted cash and cash equivalents, beginning of period                                                313,909                    522,241



     Cash and cash equivalents, including restricted cash and cash equivalents, end of period                                                     $493,965                   $313,909





     
                Cash flows from discontinued operations:



     Operating activities                                                                                                                          (4,964)                     4,857



     Investing activities                                                                                                                          (1,804)                   (2,469)



     Financing activities                                                                                                                            (572)                     (198)



     Net cash provided by (used in) discontinued operations                                                                                       $(7,340)                    $2,190


                        
              
                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                       Years Ended December 31,
                                                                                   December 31,


                                                                                   2023                  2022                 2023          2022



     Net loss from continuing operations                                    $(153,596)           $(175,966)          $(864,621)   $(738,138)



     Interest expense, net                                                       4,761                 6,958               76,023        17,712



     Income tax expense                                                             11                     3                   12             6



     Depreciation and amortization                                               7,132                 6,293               35,890        22,765



     EBITDA                                                                  (141,692)            (162,712)           (752,696)    (697,655)



     Stock-based compensation                                                    6,475                41,231               75,391       252,445



     Loss on supplier deposits                                                  10,401                                    28,834



     Gain on divestiture of affiliates                                               -                                 (70,849)



     Loss on debt extinguishment                                                10,663                                    31,025



     Revaluation of financial instruments                                       10,457                  (81)             161,608         (174)



     Romeo Acquisition transaction costs                                             -                5,218                             7,315



     Regulatory and legal matters (1)                                            1,665              (15,145)               7,339        23,175



     Adjusted EBITDA                                                        $(102,031)           $(131,489)          $(519,348)   $(414,894)




     
     (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                       Years Ended December 31,
                                                                                             December 31,


                                                                                           2023                  2022                   2023          2022



     Net loss from continuing operations                                            $(153,596)           $(175,966)            $(864,621)   $(738,138)



     Stock-based compensation                                                            6,475                41,231                 75,391       252,445



     Loss on supplier deposits                                                          10,401                                      28,834



     Gain on divestiture of affiliate                                                        -                                   (70,849)



     Loss on debt extinguishment                                                        10,663                                      31,025



     Revaluation of financial instruments                                               10,457                  (81)               161,608         (174)



     Romeo Acquisition transaction costs                                                     -                5,218                               7,315



     Regulatory and legal matters (1)                                                    1,665              (15,145)                 7,339        23,175



     Non-GAAP net loss                                                              $(113,935)           $(144,743)            $(631,273)   $(455,377)





     Non-GAAP net loss per share:



     Basic                                                                             $(0.11)              $(0.30)               $(0.79)      $(1.03)



     Diluted                                                                           $(0.11)              $(0.30)               $(0.79)      $(1.03)



     Weighted average shares outstanding:



     Basic                                                                       1,078,090,959           487,551,035            800,030,551   441,800,499



     Diluted                                                                     1,078,090,959           487,551,035            800,030,551   441,800,499




     
     (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 Cash flows to Adjusted free cash flow




                                                                                                               Three Months Ended                      Years Ended December 31,
                                                                                                  December 31,


                                                                                                2023                  2022                2023          2022



     Most comparable GAAP measure:



     Net cash used for operating activities                                              $(117,754)           $(150,104)         $(496,178)   $(581,563)



     Net cash used for investing activities                                                (11,107)             (55,702)           (66,749)    (225,645)



     Net cash provided by financing activities                                              230,726               115,925             742,983       598,876





     Non-GAAP measure:



     Net cash used for operating activities                                               (117,754)            (150,104)          (496,178)    (581,563)



     Purchases of property, plant and equipment                                            (12,107)             (49,821)          (120,516)    (168,257)



     Adjusted free cash flow                                                             $(129,861)           $(199,925)         $(616,694)   $(749,820)

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SOURCE Nikola Corporation