UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro forma condensed consolidated financial statements and related notes are presented to show the effect on the historical condensed consolidated financial statements of Nikola Corporation (the “Company”) of the transfer of ownership in the right, title and interest of all of the tangible and intangible assets of Romeo Power, Inc. (“Romeo”), a wholly owned subsidiary of the Company, pursuant to a general assignment (the “Assignment”) to SG Service Co, LLC, in its sole and limited capacity as Assignee for the Benefit of Creditors of Romeo (“Assignee”). The Assignment was completed on June 30, 2023.
The unaudited pro forma condensed consolidated balance sheet as of March 31, 2023 is based on the assumption that the Assignment was completed on March 31, 2023. The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2022, and for the three months ended March 31, 2023, are based on the assumption that the Assignment was completed on January 1, 2022.
The unaudited pro forma financial statements as of and for the periods presented are for illustrative and informational purposes only and are not intended to represent, or be indicative of, what the Company’s financial position or results of operations would have been had the Assignment been completed on the dates noted above. The unaudited pro forma condensed consolidated financial statements also should not be considered representative of the Company’s future financial position or results of operations. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.
The pro forma adjustments are based upon currently available factual information and certain assumptions that management believes are reasonable under the circumstances. Actual amounts could differ materially from these estimates. The pro forma results should be read in conjunction with the financial statements and notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as amended.
The following is a brief description of the amounts recorded under each of the column headings in the accompanying unaudited pro forma condensed consolidated financial statements:
Historical
These columns represent the historical consolidated assets, liabilities, and operations of the Company (including the assets, liabilities and operations of Romeo), as of and for the periods presented and do not reflect any adjustment related to the Assignment.
Assignment
These columns represent the elimination of the historical assets, liabilities and results of operations of Romeo from the Company’s historical financial statements.
Other Adjustments
The columns represent any pro forma items, such as intercompany balances and transactions, that needed to be adjusted from the Company’s historical financial statements. See the notes to the unaudited pro form condensed consolidated financial statements for more detailed discussion of these adjustments.
NIKOLA CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(in thousands, except share and per share data)
As of March 31, 2023
Historical
Assignment
Other Adjustments
Pro Forma
Assets
Current assets
Cash and cash equivalents
$
121,140
$
(1,536)
$
(2,725)
A
$
116,879
Restricted cash and cash equivalents
10,600
—
—
10,600
Accounts receivable, net
27,580
(241)
—
27,339
Inventory
123,630
(8,129)
—
115,501
Prepaid expenses and other current assets
47,830
(16,675)
7,050
C
38,205
Total current assets
330,780
(26,581)
4,325
308,524
Restricted cash and cash equivalents
74,582
(1,500)
—
73,082
Long-term deposits
32,382
—
—
32,382
Property, plant and equipment, net
475,396
(18,344)
—
457,052
Intangible assets, net
91,921
(608)
—
91,313
Investment in affiliates
68,677
(10,000)
—
58,677
Goodwill
6,688
—
—
6,688
Prepayment - long-term supply agreement
44,835
(44,835)
—
—
Other assets
33,099
(23,658)
—
9,441
Total assets
$
1,158,360
$
(125,526)
$
4,325
$
1,037,159
Liabilities and stockholders' equity
Current liabilities
Accounts payable
$
78,020
$
(16,351)
$
—
$
61,669
Accrued expenses and other current liabilities
176,756
(65,014)
51,409
C
163,151
Debt and finance lease liabilities, current (including $10.7 million measured at fair value)
21,760
(1,309)
—
20,451
Total current liabilities
276,536
(82,674)
51,409
245,271
Long-term debt and finance lease liabilities, net of current portion
296,473
(1,322)
—
295,151
Operating lease liabilities
27,484
(21,900)
—
5,584
Estimated liability - guarantee of obligation of unconsolidated affiliate
4,284
—
—
4,284
Other long-term liabilities
7,697
(8)
—
7,689
Deferred tax liabilities, net
15
—
—
15
Total liabilities
612,489
(105,904)
51,409
557,994
Commitments and contingencies
Stockholders' equity
Preferred stock, $0.0001 par value, 150,000,000 shares authorized, no shares issued and outstanding as of March 31, 2023
—
—
—
—
Common stock, $0.0001 par value, 800,000,000 shares authorized, 594,182,551 shares issued and outstanding as of March 31, 2023
59
—
—
59
Additional paid-in capital
2,751,386
—
2,751,386
Accumulated deficit
(2,203,944)
(19,622)
B
(47,084)
A, C
(2,270,650)
Accumulated other comprehensive loss
(1,630)
—
—
(1,630)
Total stockholders' equity
545,871
(19,622)
(47,084)
479,165
Total liabilities and stockholders' equity
$
1,158,360
$
(125,526)
$
4,325
$
1,037,159
NIKOLA CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands, except share and per share data)
For the year ended December 31, 2022
Historical
Assignment
Other Adjustments
Pro Forma
Revenues:
Truck sales
$
45,931
$
—
$
—
$
45,931
Service and other
4,894
(26,497)
25,396
D
3,793
Total revenues
50,825
(26,497)
25,396
49,724
Cost of revenues:
Truck sales
150,204
—
(17,648)
D
132,556
Service and other
5,378
(45,284)
43,044
D
3,138
Total cost of revenues
155,582
(45,284)
25,396
135,694
Gross loss
(104,757)
18,787
—
(85,970)
Operating expenses:
Research and development
273,767
(3,287)
—
270,480
Selling, general and administrative
370,154
(23,968)
—
346,186
Total operating expenses
643,921
(27,255)
—
616,666
Loss from operations
(748,678)
46,042
—
(702,636)
Other income (expense):
Interest expense, net
(17,740)
350
—
(17,390)
Revaluation of warrant liability
3,874
29
—
3,903
Other expense, net
(1,023)
—
—
(1,023)
Loss before income taxes and equity in net loss of affiliates
$
(763,567)
$
46,421
$
—
$
(717,146)
Income tax expense
6
—
—
6
Loss before equity in net loss of affiliates
$
(763,573)
$
46,421
$
—
$
(717,152)
Equity in net loss of affiliates
(20,665)
—
—
(20,665)
Net loss from continuing operations
$
(784,238)
$
46,421
$
—
$
(737,817)
Net loss per share attributable to common stockholders:
Basic
$
(1.78)
$
(1.67)
Diluted
$
(1.78)
$
(1.67)
Weighted-average shares outstanding:
Basic
441,800,499
441,800,499
Diluted
441,800,499
441,800,499
NIKOLA CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands, except share and per share data)
For the three months ended March 31, 2023
Historical
Assignment
Other Adjustments
Pro Forma
Revenues:
Truck sales
$
10,055
$
—
$
—
$
10,055
Service and other
1,062
(8,022)
7,582
D
622
Total revenues
11,117
(8,022)
7,582
10,677
Cost of revenues:
Truck sales
42,777
—
(9,758)
D
33,019
Service and other
1,250
(18,236)
17,340
D
354
Total cost of revenues
44,027
(18,236)
7,582
33,373
Gross loss
(32,910)
10,214
—
(22,696)
Operating expenses:
Research and development
64,426
(2,620)
61,806
Selling, general and administrative
53,709
(11,012)
42,697
Total operating expenses
118,135
(13,632)
—
104,503
Loss from operations
(151,045)
23,846
—
(127,199)
Other income (expense):
Interest expense, net
(9,863)
30
(9,833)
Revaluation of warrant liability
306
(32)
274
Other expense, net
(84)
—
(84)
Loss before income taxes and equity in net loss of affiliates
$
(160,686)
$
23,844
$
—
$
(136,842)
Income tax expense
—
—
—
—
Loss before equity in net loss of affiliates
$
(160,686)
$
23,844
$
—
$
(136,842)
Equity in net loss of affiliates
(8,408)
—
—
(8,408)
Net loss from continuing operations
$
(169,094)
$
23,844
$
—
$
(145,250)
Net loss per share attributable to common stockholders:
Basic
$
(0.31)
$
(0.26)
Diluted
$
(0.31)
$
(0.26)
Weighted-average shares outstanding:
Basic
549,689,436
549,689,436
Diluted
549,689,436
549,689,436
NIKOLA CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The adjustments included in the unaudited pro forma condensed consolidated financial statements are described below:
A.Represents a payment of $2.7 million for fees related to the Assignment, paid to the Assignee. The loss on deconsolidation of the subsidiary related to these fees was excluded from the unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2022, as the Assignment is classified as a discontinued operation and does not have a continuing impact on the Company’s operations.
B.This balance represents the loss on deconsolidation of subsidiary resulting from the disposition of the assets and liabilities of Romeo previously consolidated as assets and liabilities in the Company’s consolidated balance sheets, as of the Assignment. Adjustments related to the loss on deconsolidation of the subsidiary were excluded from the unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2022, as the Assignment is classified as a discontinued operation and does not have a continuing impact on the Company’s operations.
C.These balances reflect the establishment and subsequent write off of third-party receivable and payables between the Company and Romeo that historically were recorded as intercompany transactions and eliminated in consolidation.
D.These adjustments represent the intercompany eliminations recognized by the Company in the consolidation of the historical statements of operations. Revenues and cost of revenues recognized by Romeo on a standalone basis include products and services sales to the Company, which were eliminated in the consolidation of the historical statements of operations.
