Management's Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations together with the consolidated financial statements and related notes that are included elsewhere in this Annual Report on Form 10-K. This discussion may contain forward-looking statements based upon expectations that involve risks and uncertainties. Our actual results will differ materially from reflected on a historical basis and those anticipated in these forward-looking statements as a result of various factors, including our bankruptcy and pending liquidation, and as those set forth under the Explanatory Note, "Forward-Looking Statements," "Risk Factors" and in other parts of this Annual Report on Form 10-K.
Overview
We operate in two business units: Truck and Energy. The Truck business unit is commercializing FCEV and BEV Class 8 trucks that provide or are intended to provide environmentally friendly, cost-effective solutions to the short, medium and long haul trucking sectors. The Energy business unit is developing hydrogen fueling infrastructure to support our FCEV trucks.
Our global brand, HYLA, encompasses our energy products for procuring, distributing, and dispensing hydrogen to fuel our trucks. We expect to leverage multiple ownership structures where we either fully or partially own, or do not own, hydrogen production assets. In cases where we are able to source hydrogen supply, without ownership of hydrogen production assets, we have and expect to continue to enter into long-term supply contracts where our costs and surety of supply are well-defined.
Comparability of Financial Information
On June 30, 2023, we completed the Assignment (as defined below) of Romeo (as defined below), which was previously consolidated in our financial statements from the date of acquisition, October 14, 2022. The operating results of Romeo are reported in discontinued operations for the year ended December 31, 2023. Our results for the periods presented, as discussed in this Management's Discussion and Analysis of Financial Condition and Results of Operations, include only results from continuing operations and exclude results related to our discontinued operation.
Key Factors Affecting Operating Results
We require substantial additional capital to manufacture and validate our products and services and fund operations for the foreseeable future. Unless we can generate sufficient revenue and positive gross margins, we will need to finance our operations through a combination of existing cash on hand, sales of stock, debt financings, strategic partnerships, and licensing arrangements. The amount and timing of our funding requirements will depend on many factors, including the pace and results of our development and validation efforts, demand for our trucks and expense levels, among other things.
Truck Production and Shipments
We commenced commercial production of Tre BEVs in the first quarter of 2022 and commenced commercial production of the Tre FCEV in the third quarter of 2023, both at our manufacturing facility in Coolidge, Arizona. During the second half of 2023, production and shipment of the Tre BEV was suspended due to the voluntary recall of BEV trucks initiated during the third quarter of 2023.
The recall was initiated in response to investigations prompted by a battery pack thermal event. To minimize vehicle downtime and maximize end user safety and satisfaction, the battery packs in trucks owned by dealers and their retail customers are being retrofit with battery packs from an alternative supplier. We accrued recall campaign costs of $57.4 million for the BEV trucks that are expected to be returned to dealers and their customers once the recall is complete, of which $44.3 million has been incurred through December 31, 2024.The battery replacement commenced in late 2023, and the first recalled truck was returned to a customer in the first quarter of 2024.
Basis of Presentation
We conduct business through one operating segment. See Note 2 in the accompanying audited consolidated financial statements for more information.
Results of Operations
Comparison of Year Ended December 31, 2024 to Year Ended December 31, 2023
The following table sets forth our historical operating results from continuing operations for the periods indicated:
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Years Ended December 31,
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2024
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2023
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$ Change
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% Change
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(in thousands, except share and per share data)
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Revenues:
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Truck sales
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$
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62,210
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$
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30,061
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$
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32,149
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107
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%
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Service and other
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6,652
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5,778
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874
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15
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%
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Total revenues
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68,862
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35,839
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33,023
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92
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%
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Cost of revenues:
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Truck sales
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279,854
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242,519
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37,335
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15
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%
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Service and other
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19,434
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7,387
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12,047
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163
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%
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Total cost of revenues
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299,288
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249,906
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49,382
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20
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%
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Gross loss
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(230,426)
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(214,067)
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(16,359)
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8
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%
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Operating expenses:
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Research and development
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158,061
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208,160
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(50,099)
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(24)
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%
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Selling, general and administrative
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191,212
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198,768
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(7,556)
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(4)
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%
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Impairment expense
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336,758
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-
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336,758
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NM
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Loss on supplier deposits
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-
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28,834
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(28,834)
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NM
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Total operating expenses
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686,031
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435,762
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250,269
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57
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%
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Loss from operations
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(916,457)
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(649,829)
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(266,628)
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41
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%
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Other income (expense):
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Interest expense, net
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(22,824)
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(76,023)
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53,199
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(70)
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%
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Revaluation of warrant liability
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-
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-
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-
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-
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%
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Gain on divestiture of affiliate
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-
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70,849
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(70,849)
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NM
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Loss on debt extinguishment
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(6,004)
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(31,025)
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25,021
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(81)
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%
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Inducement expense
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(7,714)
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-
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(7,714)
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NM
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Other expense, net
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(3,529)
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(162,163)
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158,634
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(98)
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%
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Loss before income taxes and equity in net loss of affiliates
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(956,528)
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(848,191)
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(108,337)
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13
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%
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Income tax expense
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71
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12
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59
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492
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%
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Loss before equity in net loss of affiliates
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(956,599)
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(848,203)
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(108,396)
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13
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%
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Equity in net loss of affiliates
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(1,630)
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(16,418)
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14,788
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(90)
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%
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Net loss from continuing operations
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$
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(958,229)
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$
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(864,621)
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$
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(93,608)
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11
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%
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Basic and diluted net loss per share(1):
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Net loss from continuing operations
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$
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(17.56)
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$
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(32.42)
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$
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14.86
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(46)
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%
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Weighted-average shares outstanding, basic and diluted(1):
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54,558,229
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26,667,685
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27,890,544
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105
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%
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(1) Amounts have been adjusted to reflect the one-for-thirty (1-for-30) reverse stock split that became effective on June 24, 2024. See Note 1, Basis of Presentation.
Revenues
Truck Sales
Revenues related to truck sales increased by $32.1 million, or 107%, from $30.1 million during the year ended December 31, 2023 to $62.2 million during the year ended December 31, 2024. The increase is primarily attributed to an increase in truck shipments. We shipped 200 Tre FCEVs during the year ended December 31, 2024 compared to 35 Tre FCEVs
during the year ended December 31, 2023. We shipped 26 Tre BEVs and returned 42 Tre BEVs during the year ended December 31, 2024 compared to 79 Tre BEVs shipped and 12 returns during the year ended December 31, 2023.
Service and Other
Service and other revenues include sales from delivered charging products to dealers and fleet customers, regulatory credit sales, hydrogen sales, and service parts and labor. Revenues related to service and other revenue increased by $0.9 million, or 15%, from $5.8 million during the year ended December 31, 2023 to $6.7 million during the year ended December 31, 2024. The increase was primarily driven by regulatory credit sales, service, and hydrogen, partially offset by a reduction in deliveries of MCTs and other charging products.
Cost of Revenues
Truck Sales
Cost of revenues includes direct parts, material and labor costs, manufacturing overhead, including amortized costs and depreciation of our manufacturing facility, freight and duty costs, reserves for estimated warranty expenses including recall campaigns, and inventory write-downs.
Cost of revenues related to truck sales increased by $37.3 million, or 15%, from $242.5 million during the year ended December 31, 2023 to $279.9 million during the year ended December 31, 2024. The increase is primarily attributed to the increase in truck production during the year ended December 31, 2024 compared to the year ended December 31, 2023, which was partially offset by the voluntary recall of BEV trucks in the second half of 2023. As a result of the recall, we accrued $65.8 million for estimated recall campaign costs, and wrote down $45.7 million for BEV battery packs and other BEV inventory components deemed excess and obsolete during the year ended December 31, 2023.
Service and Other
Cost of revenues relate primarily to direct materials, labor, outsourced manufacturing services and fulfillment costs for the sale of charging products, hydrogen, and service parts and labor.
Cost of revenues related to service and other revenue increased by $12.0 million, or 163%, from $7.4 million during the year ended December 31, 2023 to $19.4 million during the year ended December 31, 2024. The increase is driven by direct materials, charging inventory write-downs and fulfillment costs related to hydrogen dispensing, including transportation, occupancy costs and depreciation.
Research and Development
Research and development expenses consist primarily of costs incurred for the discovery and development of our vehicles, including personnel-related expenses, fees paid to third parties such as consultants and contractors for outside development.
Research and development expenses decreased by $50.1 million, or 24%, from $208.2 million during the year ended December 31, 2023 to $158.1 million during the year ended December 31, 2024. This decrease was primarily due to decreased spending on outside development, purchased components, freight, professional services, and tooling related to FCEV prototype builds of $36.7 million. Additional decreases were related to stock compensation for $12.4 million and personnel costs for $4.2 million. These decreases were partially offset by an increase in depreciation and occupancy of $2.3 million related to equipment and software dedicated to research and development activities and a net increase in other costs of $1.5 million, primarily driven by hydrogen fuel costs.
Selling, General, and Administrative
Selling, general, and administrative expenses decreased by $7.6 million, or 4%, from $198.8 million during the year ended December 31, 2023 to $191.2 million during the year ended December 31, 2024. The decrease was primarily related to stock based compensation expense of $30.1 million, which decreased primarily due to the acceleration of stock compensation for the market based RSUs that were cancelled during 2023, a decrease of $9.6 million for depreciation and occupancy costs, a decrease of $6.6 million for personnel costs, and a $3.3 million decrease for general corporate costs including marketing. Decreases were partially offset by an increase of legal and other professional services, including legal settlements, for $31.2 million, and loss on sale of assets of $10.4 million during the year ended December 31, 2024.
Impairment Expense
Impairment expense during the year ended December 31, 2024 represents a $336.8 million impairment charge consisting of a $213.5 million impairment loss allocated to property, plant and equipment; a $47.2 million impairment charge for indefinite-
lived intangible assets; a $29.9 million impairment charge allocated to finite-lived intangible assets, a $5.2 million impairment charge to goodwill and a $41.0 million impairment charge allocated to finance and operating lease right of use assets.
Loss on Supplier Deposits
Loss on supplier deposits was $28.8 million for the year ended December 31, 2023, consisting of losses on deposits for tooling and long-term supply agreements.
Interest expense, net
Interest expense, net decreased by $53.2 million, or 70%, from $76.0 million during the year ended December 31, 2023 to $22.8 million during the year ended December 31, 2024. The decrease is primarily due to interest expense on our convertible notes which decreased by $54.7 million, driven by the conversion of the April 2023 Toggle Convertible Notes (as defined below) converted during the year ended December 31, 2023, and an increase of $2.3 million for interest income. This was partially offset by an increase in interest expense for our finance leases of $2.2 million and our other debt instruments of $1.5 million.
Gain on Divestiture of Affiliate
Gain on divestiture of affiliate was $70.8 millionfor the year ended December 31, 2023,representing the consideration received for the divestiture of Nikola Iveco Europe GmbH and related License Agreement, in excess of the basis of our investment as of the divestiture date.
Loss on Debt Extinguishment
Loss on debt extinguishment increasedby $25.0 million, or 81%, from $31.0 million during the year ended December 31, 2023 to $6.0 million during the year ended December 31, 2024. Loss on debt extinguishment decreased primarily due to a decrease in principal amount of convertible notes converted.
Inducement expense
Inducement expense was $7.7 million for the year ended December 31, 2024 representing a $22.9 million loss on the induced conversion of the June 2022 Toggle Convertible Notes (as defined below) during the year ended December 31, 2024, partially offset by a gain of $15.2 million related to the sale of our common stock at a minimum selling price. Sales of our common stock at the minimum selling price was a condition of the induced conversion of the Toggle Convertible Notes (as defined below).
Other Expense, net
Other expense, net decreased by $158.6 million, from $162.2 million during the year ended December 31, 2023 to $3.5 million during the year ended December 31, 2024. The decrease was driven primarily by a decrease of net losses on revaluations of derivative assets and liabilities of $152.0 million compared to the prior year, along with gains on foreign currency valuation adjustments of $4.3 million, receipts from the sale of Romeo assets of $2.0 million, and a decrease in revaluation of warrant liabilities.
Income Tax Expense
Income tax expense for the years ended December 31, 2024 and 2023 was immaterial. We have cumulative net operating losses at the federal and state level and maintain a full valuation allowance against our net deferred taxes.
Equity in Net Loss of Affiliates
Equity in net loss of affiliates decreased by $14.8 million, from $16.4 million for the year ended December 31, 2023 to $1.6 million for the year ended December 31, 2024. The decrease was driven by a reduction of losses of $15.6 million for Nikola Iveco Europe GmbH, primarily attributed to the divestiture of this affiliate during the second quarter of 2023.
Liquidity and Capital Resources
Since inception, we financed our operations primarily from the sales of common stock, the business combination with VectoIQ Acquisition Corp., redemption of warrants, and the issuance of debt. As of December 31, 2024, our principal sources of liquidity wereour cash and cash equivalents in the amount of $104.3 million.
As of December 31, 2024, our current assets were $265.1 million consisting primarily of cash and cash equivalents of $104.3 million and inventory of $71.8 million, and our current liabilities were $245.4 million, primarily comprised of accrued
expenses and accounts payable, which includes $80.2 million related to the SEC settlement and $24.9 million for warranty reserves related primarily to the BEV recall.
The accompanying Consolidated Financial Statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. However, management has concluded that the Company Parties' need for Bankruptcy Petitions under Chapter 11 raises substantial doubt about the Company's ability to continue as a going concern for 12 months following the issuance of the financial statements. The Company's accompanying Consolidated Financial Statements do not include any adjustments that might result from the wind-down of the Company Parties' estates, including the disposition of the proceeds and the disposition of the Company Parties' remaining assets to eligible claim holders.
Liquidity Requirements
Historically, our short term liquidity was utilized to execute our business strategy over the next twelve month period including (i) performing recall work related to the BEV recall (ii) maintaining the Coolidge manufacturing facility, (iii) continuing to develop and maintain our energy infrastructure, and (iv) scaling the production, distribution, and servicing of the FCEV and BEV trucks.
In addition to those activities, historically, our short term liquidity was utilized to fund the current portion of non-cancellable commitments including leases, debt obligations and purchase commitments. Refer to Note 4, Leases, Note 7, Debt and Finance Lease Liabilities, and Purchase Commitments within Note 13, Commitments and Contingencies, for additional details.
As of December 31, 2024, our long-term liquidity requirements include debt repayments, lease arrangements, and long-term purchase commitments. Refer to Note 4, Leases, Note 7, Debt and Finance Lease Liabilities, and Purchase Commitments within Note 13, Commitments and Contingencies, for additional details.
Summary of Cash Flows
The following table provides a summary of cash flow data:
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Years Ended December 31,
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2024
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2023
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(in thousands)
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Net cash used in operating activities
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$
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(521,504)
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$
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(496,178)
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Net cash used in investing activities
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(25,209)
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(66,749)
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Net cash provided by financing activities
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174,360
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|
742,983
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|
Cash Flows from Operating Activities
Our cash flows from operating activities are significantly affected by the growth of our business primarily related to manufacturing, research and development and selling, general, and administrative activities. Our operating cash flows are also affected by our working capital needs to support personnel-related expenditures and fluctuations in accounts payable and other current assets and liabilities.
Net cash used in operating activities was $521.5 million for the year ended December 31, 2024. The most significant component of our cash used during this period was a net loss from continuing operations of $958.2 million, which included $336.8 millionfor impairment expense, $88.0 millionfor inventory write downs, $46.0 millionof depreciation and amortization,, $32.0 millionfor stock based compensation, $19.5 millionfor non-cash interest expense and other net non-cash charges of $41.7 million, and net cash outflows of $127.2 million from changes in operating assets and liabilities primarily driven by increases in prepaid expenses and other current assets and inventory, a decrease in accounts payable, accrued expenses and other current liabilities, partially offset by a decrease in accounts receivable, net.
Net cash used in operating activities was $496.2 million for the year ended December 31, 2023. The most significant component of our cash used during this period was a net loss from continuing operations of $864.6 million, which included $205.6 million non-cash net loss on revaluation of financial instruments, $79.2 million non-cash interest expense, non-cash expenses of $75.4 million related to stock-based compensation, gain on divestiture of affiliate of $70.8 million, $71.2 million in inventory write-downs, other non-cash adjustments of $72.5 million and net cash outflows of $64.6 million from changes in operating assets and liabilities primarily driven by an increase in inventory, a decrease in accounts payable, accounts receivable, accrued expenses and other current liabilities, partially offset by an increase in other long-term liabilities.
Cash Flows from Investing Activities
Net cash used in investing activities was $25.2 million for the year ended December 31, 2024, which was primarily due to $47.0 million in purchases of and deposits for capital equipment, costs of expansion of our facilities, and investments in our hydrogen infrastructure, partially offset by proceeds of $21.8 million for the sale of assets, including the sale of assets to FFI (as defined below).
Net cash used in investing activities was $66.7 million for the year ended December 31, 2023, which was primarily due to $120.5 million in purchases and deposits for capital equipment, costs of expansion of our facilities and investments in our hydrogen infrastructure and $3.0 million in other investing outflows, partially offset by proceeds of $36.0 million related to the divestiture of Nikola Iveco Europe GmbH and dissolution of Nikola TA HRS 1, LLC ("TA"), and net proceeds of $20.7 million related to the sale of assets to FFI.
Cash Flows from Financing Activities
Net cash provided by financing activities was $174.4 million for the year ended December 31, 2024, which was primarily due to proceeds from the issuance of common stock under the Equity Distribution Agreement of approximately $144.1 million, proceeds from the issuance of convertible notes of $80.0 million, and proceeds from insurance premium financings of $5.8 million, partially offset by repayments of convertible notes, debt and notes payable, insurance premium financings and finance leases and financing obligations of $50.9 million, and other finance outflows of $4.7 million.
Net cash provided by financing activities was $743.0 million for the year ended December 31, 2023, which was primarily due to proceeds from the issuance of convertible notes of approximately $386.7 million, proceeds from public offerings of $128.2 million, proceeds from the issuance of common stock from the Equity Distribution Agreement of approximately $115.9 million, proceeds from First Tumim Purchase Agreement of $67.6 million, proceeds from a registered direct offering of $63.2 million, and proceeds from the issuance of financing obligations of $56.1 million, partially offset by repayments of debt and notes payable of $45.5 million, payments for coupon make whole premiums of $35.2 million and other net finance inflows of $5.9 million.
Off-Balance Sheet Arrangements
Since the date of incorporation, we have not engaged in any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with GAAP. These principles require us to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, as of the balance sheet date, as well as reported amounts of revenue and expenses during the reporting period. Our most significant estimates and judgments involve assessments of impairment for long-lived and intangible assets, valuation of derivative assets and liabilities, estimates related to the Company's lease assumptions and revenue recognition, contingent liabilities, including litigation reserves, inventory valuation and warranty reserves, including inputs and assumptions related to recall campaigns, and valuation of the Company's stock-based compensation related to the fair value of market-based restricted stock units. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates, and the results may be material.
We believe that the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management's judgments and estimates.
While our significant accounting policies are described in the notes to our consolidated financial statements, we believe that the following accounting policies are most critical to understanding our financial condition and historical and future results of operations.
Product Warranties and Recall Campaigns
Product warranty costs are recognized upon transfer of control of trucks to dealers, and are estimated based on factors including the length of the warranty (generally 2 to 5 years), product costs, and product failure rates. Warranty reserves are reviewed and adjusted quarterly to ensure that accruals are adequate to meet expected future warranty obligations. Estimating future warranty costs is highly subjective and requires significant management judgment. We believe that the accruals are adequate, however, based on the limited historical information available, it is possible that substantial additional charges may be required in future periods based on new information or changes in facts and circumstances. Our accrual includes estimates of
the replacement costs for covered parts which is based on historical experience. This could be impacted by contractual changes with third-party suppliers or the need to identify new suppliers and the engineering and design costs that would accompany such a change.
Recall campaign costs are recognized when a product recall liability is probable and related amounts are reasonably estimable. Costs are estimated based on the number of trucks to be repaired and the required repairs including engineering and development, product costs, labor rates, and shipping. Estimating the cost to repair the trucks is highly subjective and requires significant management judgment. Based on information that is currently available, we believe that the accruals are adequate. It is possible that substantial additional charges may be required in future periods based on new information, changes in facts and circumstances, availability of materials from key suppliers, and actions that we may commit to or be required to undertake.
Goodwill
Goodwill represents the excess of the purchase price of business combinations over the fair value of the net assets acquired. Goodwill impairment testing requires significant judgment and management estimates, including, but not limited to, the determination of (i) the number of reporting units, (ii) the goodwill and other assets and liabilities to be allocated to the reporting units and (iii) the fair values of the reporting units. The Company may use either a qualitative or quantitative approach when testing a reporting unit's goodwill for impairment on an annual basis during the fourth quarter of each year, and between annual tests whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
During the year ended December 31, 2024, the Company experienced a sustained decline in stock price and market capitalization which represents a qualitative factor indicating the carrying value of the Company's reporting unit may not be recoverable, and thus required further impairment review pursuant to ASC 350, Goodwill and Other.
The Company performed an impairment review during the year ended December 31, 2024, which indicated that the carrying value of the Company's single reporting unit was in excess of the fair value of the reporting unit. Accordingly, the Company recognized goodwill impairment of $5.2 million during the yearended December 31, 2024 within impairment expense on the consolidated statement of operations, representing the difference between the carrying value and the fair value of the reporting unit, limited by the carrying amount of goodwill on the Company's consolidated balance sheets.
Long-Lived Assets
When events, circumstances or operating results indicate that the carrying values of long-lived assets, including finite lived intangible assets, might not be recoverable through future operations, the Company prepares projections of the undiscounted future cash flows expected to be generated from the underlying asset group and the cash flows resulting from the asset groupings eventual disposition. If the projections indicate that the underlying asset grouping is not expected to be recoverable, the estimated fair value of the asset group is determined. An impairment loss is recognized based on the difference between the carrying value of the asset group and its estimated fair value. The loss is allocated to the long-lived assets of the group on a pro-rata basis using the relative carrying amounts of those assets. The Company identified indicators of impairment associated with its asset groups, and as a result, performed an undiscounted cash flow tests during the fourth quarter of 2024. The sum of the undiscounted cash flows was less than the carrying balance for the Company's asset groups as of the December 31, 2024 testing date.
As a result, with the assistance of third-party valuation specialists, management estimated the fair value of the asset group as of December 31, 2024, including right of use lease assets and finite-lived intangible assets, and recorded an impairment loss of $284.3 million, which was allocated to the long-lived assets of the group on a pro rata basis on the difference between the estimated fair value of the asset group and its carrying value. In determining the fair value of the asset group, an indirect cost method was utilized, which utilizes the current reproduction cost of each asset. The cost indices used in the indirect cost method are sourced from industry standard resources including Marshall and Swift Valuation Services and Bureau of Labor Statistics. The current reproduction cost was adjusted to account for physical depreciation, functional obsolescence, and economic obsolescence, as applicable. A market approach was also utilized for certain equipment assets, where the Company relied on the comparable match method. All forms of functional and economic obsolescence were considered and applied through the application of the market approach.
Indefinite Lived Intangible assets
The Company is required to test its intangible assets with indefinite lives for impairment at least annually, and more frequently if events and circumstances indicate that the assets may be impaired, using the guidance for indefinite-lived intangible assets in ASC 350, Goodwill and Other. The Company's evaluation consists of first assessing qualitative factors to determine if impairment of the asset is more likely than not. If it is more likely than not that the asset is impaired, the Company determines the fair value of the asset and records an impairment charge if the carrying amount exceeds the fair value.
During the year ended December 31, 2024, the sustained decline in the Company's stock price and market capitalization indicated that the carrying value of the Company's indefinite lived intangible asset was more likely than not impaired. With the assistance of a third party valuation firm, the Company determined that the indefinite lived intangible asset had a de minimus fair value as of December 31, 2024, based on a qualitative assessment of the Company's financial performance and asset specific factors including the planned use of the asset.
During the yearended December 31, 2024 the Company recognized an impairment loss within impairment expense on the consolidated statement of operations for $47.2 million, representing the difference between the carrying value and the fair value of the Company's indefinite lived intangible asset.
Recent Accounting Pronouncements
Note 2, Summary of Significant Accounting Policies, to our consolidated financial statements elsewhere in this Annual Report on Form 10-K, provides more information about recent accounting pronouncements, the timing of their adoption, and our assessment, to the extent we have made one, of their potential impact on our financial condition and results of operations.