View:
United States securities and exchange commission logo
September 22, 2022
Steven Feng
Chief Financial Officer
NIO Inc.
Building 20, 56 Antuo Road
Jiading District, Shanghai 201804
People s Republic of China
Re: NIO Inc.
Form 20-F for the
period ended December 31, 2021
File No. 1-38638
Dear Mr. Feng:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the period ended December 31, 2021
Key Information, page 5
1. Please update your
disclosure wherever you discuss the HFCAA to reflect that on August
26, 2022, the PCAOB
signed a Statement of Protocol with the China Securities
Regulatory Commission
and the Ministry of Finance of the PRC to allow the PCAOB to
inspect and investigate
completely registered pubic accounting firms headquartered in
China and Hong Kong,
consistent with the HFCAA, and that the PCAOB will be required
to reassess its
determinations by the end of 2022.
2. Please disclose
prominently in Item 3 that you also conduct operations through your
consolidated VIE, Prime
Hubs. Please also consider adding Prime Hubs to your
organizational chart
located on page 6.
D. Risk Factors, page 25
Steven Feng
FirstName
NIO Inc. LastNameSteven Feng
Comapany 22,
September NameNIO
2022 Inc.
September
Page 2 22, 2022 Page 2
FirstName LastName
3. We note your risk factor and subsequent event disclosures that your
vehicle delivery and
production have been impacted by the supply chain volatilities. We
also note conflicts in
Ukraine and the imposition of broad economic sanctions on Russia could
raise energy
prices and disrupt global markets. Please tell us and address in
future filings, the
following:
Revise to further discuss whether supply chain disruptions
materially affect your
outlook or business goals. Specify whether these challenges have
materially impacted
your results of operations or capital resources and quantify, to
the extent possible,
how your sales, profits, and/or liquidity have been impacted.
Revise to discuss known trends or uncertainties resulting from
mitigation efforts
undertaken, if any. Explain whether any mitigation efforts
introduce new material
risks, including those related to product quality, reliability,
or regulatory approval of
products.
B. Business Overview
Power Swap, page 84
4. We note you have numerous power swap stations. Please describe the
cost components of
your battery charging and battery swap infrastructures and tell us
where each respective
component including depreciation is recorded in your financial
statements. Additionally,
tell us how you finance your fast-charging vans and where the
respective cost components
are recorded in your financial statements.
Results of Operations, page 126
5. We note your discussion of financial results, starting on page 126,
that qualitatively
discuss multiple factors that impacted these line items in each
respective reporting
period discussed. Please revise to further describe material changes
to a line item for the
underlying reasons for such changes in both quantitative and
qualitative terms, including
the impact of offsetting factors. Refer to Item 303(b) of Regulation
S-K.
Qualitative and quantitative disclosures about market risk
Inflation, page 164
6. We note your disclosure about market risk indicating that inflation
could affect your
operating costs and expenses. Please tell us and update this
disclosure in future filings if
recent inflationary pressures have materially impacted your
operations. In this regard,
identify the types of inflationary pressures you are facing and how
your business has been
affected.
2. Summary of Significant Accounting Policies
(4) Revenue Recognition
Battery as a Service (BaaS), page F-20
7. We note your disclosure that under the BaaS, the Group sells battery
packs to the Battery
Steven Feng
FirstName
NIO Inc. LastNameSteven Feng
Comapany 22,
September NameNIO
2022 Inc.
September
Page 3 22, 2022 Page 3
FirstName LastName
Asset Company, on a back-to-back basis when the Group sells the
vehicle to the BaaS
users and that the promise to transfer the control of the battery
packs to the Battery Asset
Company is the only performance obligation in the contract with the
Battery Asset
Company for the sales of battery packs. To help us better understand
your disclosure,
please quantify and describe for us any sales of battery packs to the
Battery Asset
Company outside of the individual sale of a vehicle. In your response,
tell us the revenue
line item in which these amounts are recognized and explain how these
amounts relate to
the the sale of goods to Wuhan Weineng Battery Assets Co. Ltd
disclosed on page F-52
for each respective period. Additionally, describe the frequency of
these supplemental
sales and how the amount of battery packs sold to the Battery Asset
Company are
determined.
Battery Swapping Service, page F-21
8. We note your disclosure that your "battery swapping service is in
substance a charging
service instead of non-monetary exchanges or sales of battery packs as
the battery packs
involved in such swapping are the same in capacity and very similar in
performance." To
help us better understand your disclosure, tell us how revenues and
the related cost of
sales are recognized for the batteries used in the swapping service.
In your response,
please tell us where the batteries made available for this service
appear on the balance
sheet and which line item includes respective depreciation expense.
Additionally,
describe your related depreciation method, if material.
10. Long-term investments, page F-32
9. We note your 19.8% equity interest in the Battery Asset Company which
you account for
under the equity method. Please provide us your analysis as to whether
Battery Asset
Company is a variable interest entity (VIE), pursuant to ASC
810-10-15-14. Include in
your response the following:
1. An explanation of the design and purpose of Battery Asset Company;
2. The identity of the other shareholders of Battery Asset Company,
and a description
of the related party relationships;
3. Your consideration as to whether your guarantee for the default of
monthly fee
subscription fees or other implicit guarantee was designed to
protect equityholders
from absorbing expected losses; and
4. To the extent Battery Asset Company is a VIE, provide us your
analysis as to the
determination of the primary beneficiary (ASC 810-10-25-38A) and
consideration
for disclosures (ASC 810-10-50).
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Charles Eastman at (202) 551-3794 or Melissa Gilmore at
(202) 551-
3777 with any questions.
Steven Feng
NIO Inc.
September 22, 2022
Page 4
FirstName LastNameSteven Feng Sincerely,
Comapany NameNIO Inc.
Division of Corporation Finance
September 22, 2022 Page 4 Office of Manufacturing
FirstName LastName