Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 22, 2021 | Jun. 30, 2020 | |
Document Information [Line Items] | |||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Fisker Inc./DE | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 82-3100340 | ||
Entity Address, Address Line One | 1888 Rosecrans Avenue | ||
Entity Address, City or Town | Manhattan Beach | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 90266 | ||
City Area Code | 833 | ||
Local Phone Number | 434-7537 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Central Index Key | 0001720990 | ||
Entity Public Float | $ 471.3 | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Interactive Data Current | Yes | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-39160 | ||
Entity Well-known Seasoned Issuer | No | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Description | This Amendment No. 1 on Form 10-K/A (the “Amended Annual Report”) amends the Annual Report on Form 10-K of Fisker Inc. (the “Company” or “Fisker”) for the year ended December 31, 2020 (the “Original Form 10-K”), filed on March 30, 2021, with the Securities and Exchange Commission (the “SEC”). This Amended Annual Report restates the Company’s consolidated financial statements and related disclosures as of and for the year ended December 31, 2020 (the “Restatement”). A summary of the accounting matters associated with the Restatement are as follows: | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 157,708,023 | ||
Title of 12(b) Security | Class A Common Stock, par value of $0.00001 per share | ||
Trading Symbol | FSR | ||
Security Exchange Name | NYSE | ||
Class B Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 132,354,128 | ||
Warrant | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share | ||
Trading Symbol | FSRWS | ||
Security Exchange Name | NYSE |
Balance Sheets
Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 991,158 | $ 1,858 |
Notes receivable | 795 | 0 |
Prepaid expenses and other current assets | 9,077 | 18 |
Total current assets | 1,001,030 | 1,876 |
Non-current assets: | ||
Property and equipment, net | 945 | 65 |
Intangible asset | 58,041 | 0 |
Right-of-use asset, net | 2,548 | 135 |
Other non-current assets | 1,329 | 0 |
Total non-current assets | 62,863 | 200 |
TOTAL ASSETS | 1,063,893 | 2,076 |
Current liabilities: | ||
Accounts payable | 5,159 | 2,134 |
Accrued expenses | 7,408 | 928 |
Founders demand note payable | 0 | 250 |
Lease liabilities | 655 | 144 |
Total current liabilities | 13,222 | 3,456 |
Non-current liabilities: | ||
Customer deposits | 3,527 | 946 |
Bridge notes payable | 0 | 3,797 |
Warrants liability | 138,102 | 0 |
Lease Liabilities | 1,912 | 0 |
Total non-current liabilities | 143,541 | 4,743 |
Total Liabilities | 156,763 | 8,199 |
COMMITMENTS AND CONTINGENCIES (Note 22) | ||
Stockholders' equity (deficit): | ||
Preferred stock | 0 | 0 |
Additional paid-in capital | 1,055,128 | 756 |
Accumulated deficit | (147,904) | (17,900) |
Receivable for warrant exercises | (96) | 0 |
Total stockholders' equity (deficit) | 907,130 | (17,143) |
TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS' EQUITY (DEFICIT) | 1,063,893 | 2,076 |
Class A Common Stock | ||
Stockholders' equity (deficit): | ||
Common stock | 1 | 0 |
Total stockholders' equity (deficit) | 1 | |
Class B Common Stock | ||
Stockholders' equity (deficit): | ||
Common stock | 1 | 1 |
Total stockholders' equity (deficit) | 1 | 1 |
Series A Convertible Preferred stock [Member] | ||
Temporary equity: | ||
Convertible Preferred stock | 0 | 4,634 |
Stockholders' equity (deficit): | ||
Total stockholders' equity (deficit) | 4,634 | |
Series B Convertible Preferred stock [Member] | ||
Temporary equity: | ||
Convertible Preferred stock | 0 | 6,386 |
Stockholders' equity (deficit): | ||
Total stockholders' equity (deficit) | 6,386 | |
Founder Convertible Preferred Stock [Member] | ||
Stockholders' equity (deficit): | ||
Preferred stock | $ 0 | $ 0 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred stock, par value | $ 0.01000 | |
Preferred stock, shares authorized | 15,000,000 | |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock par value | $ 0.00001 | |
Class A Common Stock | ||
Common stock par value | $ 0.01000 | |
Common stock, authorized | 750,000,000 | |
Common stock, issued | 144,912,362 | 210,863 |
Common stock, outstanding | 144,912,362 | 210,863 |
Class B Common Stock | ||
Common stock par value | $ 0.01000 | |
Common stock, authorized | 150,000,000 | |
Common stock, issued | 132,354,128 | 105,191,937 |
Common stock, outstanding | 132,354,128 | 105,191,937 |
Series A Convertible Preferred stock [Member] | ||
Convertible Preferred Shares, Par Value Per Share | $ 0.00001 | |
Convertible Preferred Shares, Issued | 0 | 16,983,241 |
Convertible Preferred Shares, Outstanding | 0 | 16,983,241 |
Convertible Preferred Shares, Liquidation Value | $ 4,677,000 | |
Series B Convertible Preferred stock [Member] | ||
Convertible Preferred Shares, Par Value Per Share | $ 0.00001 | |
Convertible Preferred Shares, Issued | 0 | 3,765,685 |
Convertible Preferred Shares, Outstanding | 0 | 3,765,685 |
Convertible Preferred Shares, Liquidation Value | $ 6,519,000 | |
Founder Convertible Preferred Stock [Member] | ||
Convertible Preferred Shares, Par Value Per Share | $ 0.00001 | |
Convertible Preferred Shares, Issued | 0 | 27,162,191 |
Convertible Preferred Shares, Outstanding | 0 | 27,162,191 |
Statements of Operations
Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating costs and expenses: | |||
General and administrative | $ 22,272 | $ 3,626 | $ 1,476 |
Research and development | 21,052 | 6,962 | 1,939 |
Total operating costs and expenses | 43,324 | 10,588 | 3,415 |
Loss from operations | (43,324) | (10,588) | (3,415) |
Other income (expense): | |||
Other income (expense) | (52) | 1 | (21) |
Interest income | 79 | 9 | 7 |
Interest expense | (1,610) | (179) | (1) |
Change in fair value of warrants liability | (75,363) | 0 | 0 |
Change in fair value of derivatives and convertible security | (10,054) | (80) | 0 |
Foreign currency gain (loss) | 320 | (42) | (1) |
Total other income (expense) | (86,680) | (291) | (16) |
Net loss | (130,004) | (10,879) | (3,431) |
Deemed dividend attributable to preferred stock | 0 | 0 | (1,222) |
Net loss attributable to common shareholders | $ (130,004) | $ (10,879) | $ (4,653) |
Net loss per common share | |||
Net loss per share attributable to Class A and Class B Common shareholders- Basic and Diluted | $ (0.96) | $ (0.10) | $ (0.04) |
Weighted average shares outstanding | |||
Weighted average Class A and Class B Common shares outstanding- Basic and Diluted | 135,034,921 | 105,343,914 | 105,238,482 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Revision of Prior Period, Reclassification, Adjustment [Member] | Additional Paid-in Capital | Additional Paid-in CapitalRevision of Prior Period, Reclassification, Adjustment [Member] | Receivable For Warrant Exercises | Accumulated deficit | Accumulated deficitRevision of Prior Period, Reclassification, Adjustment [Member] | Series A Convertible Preferred stock [Member] | Series A Convertible Preferred stock [Member]Revision of Prior Period, Reclassification, Adjustment [Member] | Series B Convertible Preferred stock [Member] | Founder Convertible Preferred Stock [Member] | Founder Convertible Preferred Stock [Member]Revision of Prior Period, Reclassification, Adjustment [Member] | Class A Common Stock | Class B Common Stock | Class B Common StockRevision of Prior Period, Reclassification, Adjustment [Member] |
Balance at Dec. 31, 2017 | $ (2,992) | $ (2,992) | $ 598 | $ 597 | $ (3,590) | $ (3,590) | $ 3,412 | $ 3,412 | $ 1 | ||||||
Balance, shares at Dec. 31, 2017 | 4,614,850 | 12,534,943 | 10,000,000 | 27,162,191 | 38,727,340 | 105,191,937 | |||||||||
Conversion of stock | (1) | $ 1 | |||||||||||||
Conversion of stock, shares | 7,920,093 | 17,162,191 | 66,464,597 | ||||||||||||
Stock-based compensation | 60 | 60 | |||||||||||||
Exercise of stock options | 5 | 5 | |||||||||||||
Exercise of stock options, shares | 93,090 | ||||||||||||||
Issuance of Series A Convertible Preferred stock, net of issuance costs | $ 1,222 | $ 6,386 | |||||||||||||
Issuance of Series A Convertible Preferred stock, net of issuance costs, shares | 4,448,298 | 3,765,685 | |||||||||||||
Allocation of Series A Convertible Preferred stock to beneficial conversion feature | 1,222 | 1,222 | $ 1,222 | ||||||||||||
Deemed dividend on Series A Convertible Preferred stock | 1,222 | 1,222 | 1,222 | ||||||||||||
Issuance of Series B Convertible Preferred stock, net of issuance costs | $ 1,222 | $ 6,386 | |||||||||||||
Issuance of Series B Convertible Preferred stock, net of issuance costs, shares | 4,448,298 | 3,765,685 | |||||||||||||
Net loss | (3,431) | (3,431) | |||||||||||||
Balance at Dec. 31, 2018 | (6,358) | 662 | (7,021) | $ 4,634 | $ 6,386 | $ 1 | |||||||||
Balance, shares at Dec. 31, 2018 | 16,983,241 | 3,765,685 | 27,162,191 | 93,090 | 105,191,937 | ||||||||||
Stock-based compensation | 86 | 86 | |||||||||||||
Exercise of stock options | $ 8 | 8 | |||||||||||||
Exercise of stock options, shares | 117,773 | 117,773 | |||||||||||||
Net loss | $ (10,879) | (10,879) | |||||||||||||
Balance at Dec. 31, 2019 | (17,143) | 756 | (17,900) | $ 4,634 | $ 6,386 | $ 1 | |||||||||
Balance, shares at Dec. 31, 2019 | 16,983,241 | 3,765,685 | 27,162,191 | 210,863 | 105,191,937 | ||||||||||
Stock-based compensation | 711 | 711 | |||||||||||||
Exercise of stock options | $ 87 | 87 | |||||||||||||
Exercise of stock options, shares | 153,451 | 153,451 | |||||||||||||
Merger recapitalization | $ 11,020 | 11,020 | $ (4,634) | $ (6,386) | |||||||||||
Merger recapitalization, shares | (16,983,241) | (3,765,685) | (27,162,191) | 20,748,926 | 27,162,191 | ||||||||||
Merger recapitalization attributed to warrants liability | (62,739) | (62,739) | |||||||||||||
Spartan Shares Recapitalized, Net of Redemptions and Equity Issuance Costs of $72,463 | 976,023 | 976,022 | $ 1 | ||||||||||||
Spartan Shares Recapitalized, Net of Redemptions and Equity Issuance Costs of $72,463, shares | 116,547,115 | ||||||||||||||
Conversion of Bridge Notes to Class A | 11,487 | 11,487 | |||||||||||||
Conversion of Bridge Notes to Class A, shares | 1,361,268 | ||||||||||||||
Conversion of Convertible Security | 59,647 | 59,647 | |||||||||||||
Conversion of Convertible Security, shares | 5,882,352 | ||||||||||||||
Exercise of warrants | 96 | $ (96) | |||||||||||||
Exercise of warrants, shares | 8,387 | ||||||||||||||
Vesting of Magna Warrants | 58,041 | 58,041 | $ 100 | ||||||||||||
Net loss | (130,004) | (130,004) | (130,004) | ||||||||||||
Balance at Dec. 31, 2020 | $ 907,130 | $ 907,130 | $ 1,055,128 | $ (96) | $ (147,904) | $ 1 | $ 1 | ||||||||
Balance, shares at Dec. 31, 2020 | 144,912,362 | 132,354,128 |
Statements of Changes in Stoc_2
Statements of Changes in Stockholders' Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Equity issuance costs | $ 72,463 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash Flows from Operating Activities: | |||
Net loss | $ (130,004) | $ (10,879) | $ (3,431) |
Reconciliation of net loss to net cash used in operating activities: | |||
Stock-based compensation | 711 | 86 | 60 |
Depreciation and amortization | 77 | 25 | 17 |
Deferred rent | 0 | 0 | 14 |
Amortization of right-of-use asset | 228 | 130 | 0 |
Amortization of debt discount | 1,610 | 137 | 0 |
Change in fair value of warrants liability | 75,363 | 0 | 0 |
Change in fair value of embedded derivative | 406 | 80 | 0 |
Change in fair value of convertible equity security | 9,647 | 0 | 0 |
Loss on disposal of fixed assets | 28 | 0 | 0 |
Reclassification of expensed payments made to arrangers of convertible security | 3,500 | 0 | 0 |
Unrealized loss on foreign currency transactions | 34 | 12 | 0 |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other assets | (13,823) | 11 | (5) |
Accounts payable and accrued expenses | 9,213 | 2,685 | (228) |
Customer deposits | 2,581 | 588 | 156 |
Change in operating lease liability | 2,423 | (135) | 0 |
Net cash used in operating activities | (38,006) | (7,260) | (3,417) |
Cash Flows from Investing Activities: | |||
Purchase of property and equipment | (676) | (14) | (48) |
Net cash used in investing activities | (676) | (14) | (48) |
Cash Flows from Financing Activities: | |||
Proceeds from the issuance of bridge notes | 5,372 | 3,578 | 0 |
Proceeds from issuance of convertible equity security, net of issuance costs | 46,500 | 0 | 0 |
Proceeds from recapitalization of Spartan shares, net of redemptions and issuance costs | 976,023 | 0 | 0 |
Proceeds from the exercise of stock options | 87 | 8 | 6 |
Net cash provided by financing activities | 1,027,982 | 3,586 | 7,614 |
Net increase (decrease) in cash and cash equivalents | 989,300 | (3,688) | 4,149 |
Cash and cash equivalents, beginning of the period | 1,858 | 5,546 | 1,397 |
Cash and cash equivalents, end of the period | 991,158 | 1,858 | 5,546 |
Supplemental disclosure of cash flow information | |||
Cash paid for interest | 0 | 0 | 0 |
Cash paid for income taxes | 0 | 0 | 0 |
Series A Convertible Preferred stock [Member] | |||
Cash Flows from Financing Activities: | |||
Proceeds from the issuance costs | 0 | 0 | 1,222 |
Series B Convertible Preferred stock [Member] | |||
Cash Flows from Financing Activities: | |||
Proceeds from the issuance costs | $ 0 | $ 0 | $ 6,386 |
Overview of the Company
Overview of the Company | 12 Months Ended |
Dec. 31, 2020 | |
Overview Of The Company [Abstract] | |
Overview of the Company | 1. Overview of the Company Fisker Inc. (“Fisker” or the “Company”) was originally incorporated in the State of Delaware in October 13, 2017 as a special purpose acquisition company under the name Spartan Energy Acquisition Corp. (“Spartan”) for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses. Spartan completed its IPO in August 2018. On October 29, 2020, Spartan’s wholly-owned subsidiary merged with and into Fisker Inc., a Delaware corporation (“Legacy Fisker”), with Legacy Fisker surviving the merger as a wholly-owned subsidiary of Spartan (the “Business Combination”). In connection with the Business Combination, Spartan changed its name to Fisker Inc. Legacy Fisker was incorporated in the state of Delaware on September 21, 2016. In connection with its formation, the Company entered into stock purchase agreements with the Company’s founders, whereby the founders contributed certain IP (primarily trademarks) and interests in Platinum IPR LLC. Platinum IPR LLC was an entity solely owned by the Company’s founders, which held Fisker trademarks registered in a variety of jurisdictions around the world. The founders’ transfer of its interest in Platinum IPR LLC and the transfer of trademarks was accounted for as a transfer of assets between entities under common control. The carrying amount of the transferred assets is recorded based on the prior carrying value, which was de minimis. The Company’s common stock and warrants are now listed on the New . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The Company’s consolidated financial statements have been prepared in conformity with principles Restatement of Consolidated Financial Statements as of and for the year ended December 31, 2020 The C o As part of the Business Combination, the Company originally completed a comprehensive evaluation and concluded that the Warrants that were initially issued by Spartan could be classified within equity. Subsequent to filing our Original Report on March 30, 2021, the Staff of the Securities and Exchange Commission issued a public statement (the “Statement”) entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” on April 12, 2021 stating that warrants issued by SPACs may require classification as a liability of the entity measured at fair value, with changes in fair value each period reported in earnings. Based on the review of the Company’s historical accounting pursuant to ASC 815, Derivatives and Hedging (Topic 815) (“ASC 815”), and after considering the Statement, the Company concluded its Warrants require classification as derivative liabilities to be measured at their fair values as of the closing of the Business Combination, with subsequent changes in fair value remeasured through earnings. The accounting for the Warrants does not impact the Company’s financial statements in any reporting periods prior to 7 6 the Business Combination, as the Company assumed the Warrants through the Business Combination which was accounted for as a reverse recapitalization. The fair value of the Warrants as of the closing date of the Business Combination on October 29, 2020 and December 31, 2020 amounted to $62.7 million and $138.1 million, respectively. The change in fair value from October 29, 2020 through December 31, 2020 amounted to an increase of $75.4 million. The Company concluded the effect of this error on the previously reported consolidated financial statements as of and for the year ended December 31, 2020 is material and, as such, the accompanying consolidated financial statements, and accompanying notes hereto have been restated from the amounts previously reported to give effect to the correction of this error (the “Restatement”). The following tables reflect the impact of the Restatement of the Company’s previously reported consolidated financial statements as of and for the year ended December 31, 2020 (in thousands, except per share amounts): 77 The following tables reflect t h December 31, 2020 As of December 31, 2020 As Warrants As Restated Consolidated Balance Sheet Non-current liabilities Warrants liability — 138,102 138,102 Total Non-current liabilities 5,439 138,102 143,541 Total liabilities 18,661 138,102 156,763 Stockholders’ equity Additional paid in capital 1,117,867 (62,739 ) 1,055,128 Accumulated deficit (72,541 ) (75,363 ) (147,904 ) Total stockholders’ equity 1,045,232 (138,102 ) 907,130 For the year ended December 31, 2020 As Warrants As Restated Consolidated Statement of Operations Other income (expense) Change in fair value of warrant liability $ — $ (75,363 ) $ (75,363 ) Total other income (expense) (11,317 ) (75,363 ) (86,680 ) Net loss (54,641 ) (75,363 ) (130,004 ) Net loss attributable to common shareholders $ (54,641) $ (75,363) $ (130,004 ) Net loss per share attributable to Class A and Class B Common shareholders—Basic and $ (0.40 ) $ (0.56 ) $ (0.96 ) For the year ended December 31, 2020 As Warrants As Restated Consolidated Statement of Cash Flows Cash flows from operating activities Net loss $ (54,641 ) $ (75,363 ) $ (130,004 ) Adjustment to reconcile net loss to net cash used in operating activities Change in fair value of warrants liabilit y — 75,363 75,363 Other than changes made to reflect the impact of the recognition of the fair value of the warrants liability at the Merger Date to additional paid-in Equity Reverse Recapitalization The Business Combination was accounted for as a reverse recapitalization and Spartan was treated as the “acquired” company for accounting purposes. The Business Combination was accounted as the equivalent of Legacy Fisker issuing stock for the net assets of Spartan, accompanied by a recapitalization. Accordingly, all historical financial information presented in these consolidated financial statements represents the accounts of Legacy Fisker and its wholly owned subsidiaries “as if” Legacy Fisker is the predecessor to the Company. The shares and net loss per common share, prior to the Business Combination, have been adjusted as shares reflecting the exchange ratio established in the Business Combination. Going Concern, Liquidity and Capital Resources The Company evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern over the next twelve months through March 2022. Since inception, the Company has incurred significant losses of approximately $147.9 million. As of December 31, 2020, the Company had approximately $991 million in cash and cash equivalents. The Company expects to continue to incur significant operating losses for the foreseeable future. Proceeds from the Business Combination provide the Company the liquidity and capital resources to fund its operating expenses and capital expenditure requirements for at least the next 12 months from issuance. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP required management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the consolidated financial statements and accompanying notes. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates. Principles of Consolidation The consolidated financial statements include the accounts of Fisker Inc. and its wholly owned subsidiaries. All inter-company transactions and balances have been eliminated in consolidation. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less at acquisition to be cash equivalents. Cash and cash equivalents include cash held in banks and money market mutual funds. Concentrations of Credit Risk and Off-balance Cash and cash equivalents are financial instruments that are potentially subject to concentrations of credit risk. The Company’s cash and cash equivalents are deposited in accounts at large financial institutions, and amounts may exceed federally insured limits. The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the cash and cash equivalents are held. The Company has no financial instruments with off-balance Fair Value Measurements The Company follows the accounting guidance in ASC 820, Fair Value Measurement The accounting guidance requires fair value measurements be classified and disclosed in one of the following three categories: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than Level 1 prices, for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement . Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the related assets as follows: Useful Life (in years) Tooling 3-8 Machinery and equipment 5-15 Furniture and fixtures 5-10 IT hardware and software 3-10 Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the term of the related lease. Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operations. Maintenance and repair expenditures are expensed as incurred, while major improvements that increase functionality of the asset are capitalized and depreciated ratably to expense over the identified useful life. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset to be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset group to its carrying amount. The Company assesses impairment for asset groups, which represent a combination of assets that produce distinguishable cash flows. If the carrying amount of the asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary. The Company has not recorded any impairment charges during the periods presented. Leases Effective January 1, 2019, the Company accounts for its leases under ASC 842, Leases right-of-use right-of-use right-of-use In calculating the right-of-use non-lease The Company continues to account for leases in the 2018 financial statements under ASC 840. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to interest rate, market, or foreign currency risks. The Company evaluates all of its financial instruments, including notes payable, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract. Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the statement of operations each period. Bifurcated embedded derivatives are classified with the related host contract in the Company’s balance sheet. From July 2019 to December 2019, the Company entered into note agreements that were determined to have embedded derivative instruments in the form of a contingent put option. The notes are recognized at the value of proceeds received after allocating issuance proceeds to the separable instruments issued with the notes and to the bifurcated contingent put option. The notes are subsequently measured at amortized cost using the effective interest method to accrete interest over their term to bring the notes’ initial carrying value to their principal balance at maturity. The bifurcated put option is initially measured at fair value which is included in the Bridge notes payable balance on the Consolidated Balance Sheets and subsequently measured at fair value with changes in fair value recognized as a component of Other income (expense) in the Consolidated Statements of Operations (see Note 12). Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in one operating segment and one reportable segment in which all long-lived assets are located in the United States, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. Revenue Recognition The Company recognizes revenue from contracts with customers in accordance with ASC 606, Revenue from Contracts with Customers • Step 1: Identify the contract with the customer • Step 2: Identify the performance obligation(s) in the contract • Step 3: Determine the transaction price • Step 4: Allocate the transaction price to the performance obligation(s) in the contract • Step 5: Recognize revenue when or as the company satisfies a performance obligation The Company’s customers may reserve a Fisker vehicle by making a deposit, which is refundable, and in certain instances, subject to a 10% administration and process fee in the event of cancellation. The Company has yet to deliver and recognize revenue related to the delivery of a vehicle. Certain holders of the Company’s bridge notes were issued option agreements providing the holder with a non-binding See Note 10 for the balance of the Company’s customer reservation deposits. Foreign Currency Remeasurement and Transactions The functional currency of the Company’s U.K. subsidiary is the U.S. Dollar. For this subsidiary, monetary assets and liabilities denominated in non U.S. currencies are re-measured Non-monetary non-U.S. re-measured Foreign currency transaction gains and losses are a result of the effect of exchange rate changes on transactions denominated in currencies other than the functional currency. Transaction gains and losses have not been significant for any periods presented. Stock-based Compensation The Company expenses stock-based compensation over the requisite service period based on the estimated grant-date fair value of the awards. The Company accounts for forfeitures as they occur. Prior to the adoption of ASU 2018-07, non-employee non-employee 2018-07, non-employee From inception through December 31, 2020, the Company has primarily granted service based awards. Stock-based awards with graded-vesting schedules are recognized on a straight-line basis over the requisite service period for each vesting tranche. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. All stock-based compensation costs are recorded in general and administrative or research and development costs in the statements of operations based upon the underlying individual’s role at the Company except for the capitalization of costs associated with the Magna warrants (see Note 14). Research and Development Costs Research and development costs are expensed as incurred. Research and development expenses consist primarily of payroll, benefits and stock-based compensation of those employees engaged in research, design and development activities, costs related to design tools, prototype development work, supplies and services, depreciation and other occupancy costs. Advertising Expense All advertising costs are expensed as incurred. For the years ended December 31, 2020, 2019 and 2018, advertising expense was $0.8 million, $0.1 million, and $0.1 million, respectively . Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense. Net Loss per Share of Common Stock Basic net loss per share of common stock is calculated using the two-class Recently adopted accounting pronouncements In February 2016, the FASB issued ASU 2016-02, Leases right-of-use non-lease Recently issued accounting pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes No. 2019-12 In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments available-for-sale non-public currently evaluating impact this its |
Business Combination and Recapi
Business Combination and Recapitalization | 12 Months Ended |
Dec. 31, 2020 | |
Business Combination And Recapitalization Disclosure [Abstract] | |
Business Combination and Recapitalization | 3. Business Combination and Recapitalization On October 29, 2020, the Company consummated the Business Combination with Legacy Fisker pursuant to the agreement between Legacy Fisker and Spartan Energy Acquisition Corp. (the “Merger Agreement”). Pursuant to ASC 805, for financial accounting and reporting purposes, Legacy Fisker was deemed the accounting acquirer and the Company was treated as the accounting acquiree, and the Business Combination was accounted for as a reverse recapitalization. Accordingly, the Business Combination was treated as the equivalent of the Legacy Fisker issuing stock for the net assets of Spartan, accompanied by a recapitalization. The net assets of Spartan were stated at historical costs, with no goodwill or other intangible assets recorded, and are consolidated with Legacy Fisker’s financial statements on the Closing date. The shares and net income (loss) per share available to holders of the Company’s common stock, prior to the Business Combination, have been adjusted as shares reflecting the exchange ratio established in the Merger Agreement. In connection with the Business Combination, Spartan entered into subscription agreements with certain investors (the “PIPE Investors”), whereby it issued 50,000,000 shares of common stock at $10.00 per share (the “PIPE Shares”) for an aggregate purchase price of $500.0 million (the “PIPE Financing”), which closed simultaneously with the consummation of the Business Combination. Upon the closing of the Business Combination, the PIPE Investors were issued shares of the Company’s Class A common stock. The aggregate consideration for the Business Combination and proceeds from the PIPE Financing was approximately $1.8 billion, consisting of 179,192,713 shares of common stock valued at $10.00 per share. The common stock consideration consists of (1) shares of Legacy Fisker Class A common stock, including shares issuable in respect of vested equity awards of the Legacy Fisker and shares issued in respect shares of Legacy Fisker Class B common stock. In connection with paid-in The Company incurred approximately $1.5 million of expenses for the year ended December 31, 2020, primarily related to advisory, legal, and accounting fees in conjunction with the Business Combination, which are included in general and administrative expenses on the consolidated statement of operations. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair value measurements The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows (in thousands): Fair Value Measured as of December 31, 2020 Using: Level 1 Level 2 Level 3 Total Assets included in: Money market funds included in cash and cash equivalents $ 987,728 $ — $ — $ 987,728 Total fair value $ 987,728 $ — $ — $ 987,728 Liabilities included in: Derivative liabilities – public and private warrants $ 90,487 $ — $ 47,615 $ 138,102 Total fair value $ 90,487 $ — $ 47,615 $ 138,102 Fair Value Measured as of December 31, 2019 Using: Level 1 Level 2 Level 3 Total Assets included in: Money market funds included in cash and cash equivalents $ 1,731 $ — $ — $ 1,731 Total fair value $ 1,731 $ — $ — $ 1,731 Liabilities included in: Embedded derivative in bridge notes $ — $ — $ 1,325 $ 1,325 Total fair value $ — $ — $ 1,325 $ 1,325 The fair value of the Company’s money market funds is determined using quoted market prices in active markets for identical assets. The carrying amounts included in the 85 The Company measures convertible security Upon consummation of the Business Combination, the conversion feature upon a business combination was triggered for the bridge Notes and the convertible equity security causing a conversion of the $10.0 million outstanding principal amount of these bridge notes and $50.0 million outstanding principal of the convertible equity security and any unpaid accrued interest in equity securities at a specified price. The noteholders and convertible equity security holder received 1,361,268 and 5,882,352 shares of Class A Common Stock, respectively, as result of the conversion. For the year ended December 31, 2020, the changes in the fair value of the embedded derivative liability resulted from an adjustment to the remaining period to the expected outcome and probabilities of completion. The changes in the fair value of the convertible equity security resulted from changes in price of Spartan’s common stock and an adjustment to the probabilities of completion of a SPAC transaction. No other changes in valuation techniques or inputs occurred during the year ended December 31, 2020. As of December 31, 2020, the Company’s derivative liabilities for its private and public warrants are measured at fair value on a recurring basis. The private warrants fair value is determined based on significant inputs not observable in the market, which causes it to be classified as a Level 3 measurement within the fair value hierarchy. The valuation of the private warrants use assumptions and estimates the Company believes would be made by a market participant in making the same valuation. The Company assess these assumptions and estimates on an on-going basis as additional data impacting the assumptions and estimates are obtained. The Company uses an option pricing simulation to estimate the fair value of its private warrants, all of which are exercised through the filing of this Amended Annual Report. The public warrants fair value is determined using its publicly traded prices (Level 1) as of October 29, 2020 and December 31, 2020. Changes in the fair value related to updated assumptions and estimates are recognized within the Consolidated Statements of Operations as a non-operating expense. The significant assumptions in the option pricing simulation of a Black Scholes valuation model which the Company used to determine the fair value of the private warrants are: December 31, October 29, Stock price $ 14.65 $ 8.96 Exercise price $ 11.50 $ 11.50 Expected warrant term 4.8 5.0 Volatility 32.00 % 40.75 % Risk-free interest rate 0.36 % 0.38 % Dividend yield 0.00 % 0.00 % Monte Carlo simulation number of iterations 100,000 100,000 Negotiated discount (1) 7.00 % 7.00 % (1) "Negotiated discount" is an estimated marketability discount assuming a market participant would negotiate a discount by referring to the quoted price for a public warrant . The following table presents changes in Level 3 liabilities measured at fair value for the year ended December 31, 2020 (in thousands): Private Convertible Embedded Total Balance, December 31, 2019 $ — $ — $ 1,325 $ 1,325 Merger recapitalization 21,715 — — 21,715 Issuance of bridge notes — — 1,934 1,934 Issuance of convertible equity security — 50,000 — 50,000 Change in fair value 25,900 9,647 406 35,953 Settlement of bridge notes and convertible equity security — (59,647 ) (3,665 ) (63,312 ) Balance, December 31, 2020 $ 47,615 $ — $ — $ 47,615 |
Prepaid expenses and other curr
Prepaid expenses and other current assets | 12 Months Ended |
Dec. 31, 2020 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid expenses and other current assets | 5. Prepaid expenses and other curr e Prepaid expenses and other current assets consists of the following as of December 31, 2020 and 2019 (in thousands): As of December 31, 2020 2019 Prepaid insurance $ 7,481 $ — Other prepaid expenses and other current assets 1,596 18 $ 9,077 $ 18 |
Intangible asset
Intangible asset | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible asset | 6. Intangible asset The Company has the following intangible assets, net at December 31, 2020 (in thousands): As of December 31, Amortization Gross Carrying Accumulated Net Capitalized cost for development and manufacturing 8 years $ 58,041 $ — $ 58,041 $ 58,041 $ — $ 58,041 The Company did not record amortization expense for the year ended December 31, 2020 as amortization will commence on a straight-line basis with the start of production for the Fisker Ocean which is expected to occur in 2022. The Company expects the amortize the intangible asset over eight years, but will continually assess the reasonableness of the estimated life. There were no intangible assets for the year ended December 31, 2019. Refer to Note 14 for additional information regarding the agreement with Magna International. |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | 7. Property and Equipment, net Property and equipment, net, consists of the following as of December 31, 2020 and 2019 (in thousands): As of December 31, 2020 2019 Machinery and equipment $ 130 $ — Furniture and fixtures 67 45 IT hardware and software 820 12 Leasehold improvements 26 59 Total property and equipment 1,043 116 Less: Accumulated depreciation and amortization (98 ) (51 ) Property and equipment, net $ 945 $ 65 Depreciation and amortization for the years ended December 31, 2020, 2019, and 2018 was $0.1 million, $0.1 million and $0.1 million , respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | 8. Leases The Company currently leases its software and R&D center in San Francisco (“Source Code”) and advanced design center in Los Angeles (“Limitless”) under single leases classified as an operating lease expiring in March 2024 (“Source Code”) and in April 2026 (“Limitless”). The Source Code lease is a sublease arrangement that does not contain an option to renew, contains fixed rent increases each year and the Company is responsible for a fixed portion of the landlord’s operating expenses. The Limitless lease contains an option to renew for one year and sixty days at 95% of the fair market value for rent of comparable properties at the end of the initial lease term. The Company can terminate the Limitless lease contract at the end of the original lease term without penalty and thus did not include the renewal option in the lease term. The Limitless lease also includes variable lease payments for real estate taxes and insurance costs for which the lessor has provided an estimate that the Company treats as an in-substance The leases do not impose any financial restrictions and do not contain residual value guarantees. The Company has three leased vehicle classified as operating leases. The Company does not act as a lessor or have any leases classified as financing leases. At December 31, 2020, the Company had operating lease liabilities of $2.6 million and right-of-use The tables below present information regarding the Company’s lease assets and liabilities (in thousands): As of December 31, As of December 31, 2020 2019 Assets: Operating lease right-of-use 2,548 135 Liabilities: Operating Lease—Current 655 144 Operating Lease—Long term 1,912 — The components of lease related expense are as follows (in thousands): Year Ended Year Ended 2020 2019 Lease costs: Operating lease expense $ 274 $ 137 Short-term lease expense 29 12 Total lease costs $ 303 $ 149 The components of supplemental cash flow informatio n Year Ended Year Ended 2020 2019 Cash flow information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used by operating leases $ 175 $ 142 Non-cash ROU asset obtained in exchange for lease obligations $ 2,636 $ 265 Other Information Weighted average remaining lease term (in years) 3.1 1.00 Weighted average discount rate 5.35 % 3.20 % As of December 31, 2020, future minimum payments during the next five years and thereafter are as follows (in thousands): Operating Leases Year Ending December 31, 2021 $ 650 Year Ending December 31, 2022 702 Year Ending December 31, 2023 667 Year Ending December 31, 2024 392 Year Ending December 31, 2025 304 Thereafter 169 Total 2,884 Less present value discount (317 ) Operating lease liabilities $ 2,567 The Company’s lease agreements do not provide an implicit rate, so the Company used an estimated incremental borrowing rate, which was derived from third-party information available at lease inception, in determining the present value of lease payments. The rate used is for a secured borrowing of a similar term as the lease. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 9. Accrued Expenses A summary of the components of accrued expenses is as follows (in thousands): As of December 31, 2020 2019 Accrued payroll $ 686 $ 85 Accrued professional fees 468 39 Accrued other 254 12 Accrued interest — 42 Accrued legal 6,000 750 Total accrued expenses $ 7,408 $ 928 |
Customer Deposits
Customer Deposits | 12 Months Ended |
Dec. 31, 2020 | |
Deposit Liabilities Disclosure [Abstract] | |
Customer Deposits | 10. Customer Deposits Customer deposits consists of the following as of December 31, 2020 and 2019 (in thousands): As of December 31, 2020 2019 Customer reservation deposits $ 2,773 $ 467 Customer SUV option 754 479 Total customer deposits $ 3,527 $ 946 |
Founders Demand Note
Founders Demand Note | 12 Months Ended |
Dec. 31, 2020 | |
Founders Demand Note [Abstract] | |
Founders Demand Note | 11. Founders Demand Note In connection with the Company formation in September 2016, HF Holdco LLC, an entity controlled by the Company’s Chief Executive Officer, and founder, and the Company’s Chief Financial Officer, and founder, advanced the Company $250,000 in the form of a demand note. In May 2020, in satisfaction of the advances made Class As of December 31, 2019, the entire amount of the founder demand note was outstanding. |
Bridge Notes Payable
Bridge Notes Payable | 12 Months Ended |
Dec. 31, 2020 | |
Notes Payable, Noncurrent [Abstract] | |
Bridge Notes Payable | 12. Bridge Notes Payable From July 2019 to September 2020, the Company entered into note agreements with investors. As of December 31, 2020 and 2019, the aggregate principal amount of the bridge notes is approximately $0 and $4.1 million. Certain holders of the bridge notes were issued option agreements providing the holder with a non-binding The automatic exchange feature is the predominant settlement feature and the change of control feature within the bridge notes are embedded contingent put options that, collectively, are required to be bifurcated from the debt host and measured at fair value with changes in fair value recognized in earnings (see Note 4). After bifurcation of the embedded derivative, the initial carrying value of the bridge notes are accreted to their stated principal value over the contractual term of the bridge notes, using the effective interest method. The Company recognized approximately $1.3 million of accretion of debt discount from the issuance dates of the bridge notes through December 31, 2020, classified as Interest expense in the Consolidated Statement of Operations. The estimated fair value of the embedded derivative at issuance was $3.2 million and $1.2 million, respectively. The Company recognized $0.4 million of other expense due to the change in fair value of the embedded derivative. The embedded derivative was eliminated upon the conversion of the bridge notes payable at the close of the Business Combination . In June 2020, the Company entered into an amendment to the note agreements with holders of the Company’s outstanding bridge notes to provide for amendments to the definition of the Next Equity Financing such that in the event of a Special Purpose Acquisition Corporation (“SPAC”) Transaction, as defined, prior to repayment or conversion in full of the note, immediately prior to such SPAC Transaction, the outstanding principal and any accrued but unpaid interest under the bridge notes shall automatically convert into shares of Class A Common Stock of the Company (or, at the election of the Company, directly into proceeds paid to the holders of Class A Common Stock in connection with such SPAC Transaction) at a price per share that is 75% of the price per share of Class A Common Stock paid in such SPAC Transaction. Upon the Closing, the conversion feature upon a business combination was triggered for the bridge notes causing a conversion of the $10.0 million outstanding principal amount of these bridge notes at a specified price. The noteholders received 1,361,268 shares of Class A Common Stock of the Company as result of the conversion . The following table summarizes the aggregate values recorded for the bridge notes as of December 31, 2020 and 2019 (in thousands): At Issuance As of December 31, Principle $ 9,991 $ — Embedded derivative 3,180 — Unamortized discounts and fees (3,971 ) — Net carrying amount $ 9,200 $ — At Issuance As of December 31, Principle $ 4,094 $ 4,099 Embedded derivative 1,245 1,325 Unamortized discounts and fees (1,760 ) (1,627 ) Net carrying amount $ 3,579 $ 3,797 |
Temporary Equity and Founders C
Temporary Equity and Founders Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2020 | |
Temporary Equity And Founders Convertible Preferred Stock [Abstract] | |
Temporary Equity and Founders Convertible Preferred Stock | 13. Temporary Equity and Founders Convertible Preferred Stock Prior to the Closing, Fisker had shares of $0.00001 par value Series A, Series B, and Founders Convertible preferred stock outstanding. The Series A and B preferred shares were convertible into shares of Class A Common Stock of Legacy Fisker based on a specified conversion price calculated by dividing the then-original issue price, as adjusted, for such share of preferred stock by the conversion price, as adjusted, in effect on the date the certificate is surrendered for conversion. Shares of Founders preferred stock, classified in equity, were convertible into Class B Common Stock determined by dividing $0.10, as adjusted, for such share of preferred stock by the conversion price, as adjusted, in effect on the date the certificate is surrendered for conversion. Upon the Closing, the outstanding shares of preferred stock were converted into common stock of the Company at , the exchange ratio established in the Business Combination Agreement. October 29, 2020 Preferred Shares Conversion Ratio Class A Shares Series A (pre-combination) 6,252,530 2.7162 16,983,241 Series B (pre-combination) 1,386,370 2.7162 3,765,685 Class B Shares Founders Convertible 10,000,000 2.7162 27,162,191 Total common stock 17,638,900 47,911,117 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | 14. Stockholders’ Equity (Deficit) Common Stock On October 29, 2020, the Company’s common stock and warrants began trading on the New York Stock Exchange under the symbol “FSR” and “FSR WS,” respectively. Pursuant to the terms of the Amended and Restated Certificate of Incorporation, the Company is authorized and has available for issuance the following shares and classes of capital stock, each with a par value of $0.00001 per share: (i) 750,000,000 shares of Class A Common Stock; (ii) 150,000,000 shares of Class B Common Stock; (iii) 15,000,000 shares of preferred stock. Immediately following the Business Combination, there were 144,750,524 shares of Class A Common Stock As discussed in Note 3, Business Combination, the Company has adjusted the shares issued and outstanding prior to October 29, 2020 to give effect to the exchange ratio established in the Business Combination Agreement. Class A Common Stock Holders of Class A Common Stock are entitled to one vote per share on matters to be voted upon by stockholders All of the outstanding shares of Class A Common non-assessable. Class B Common Stock Preferred Stock As of December 31, 2020, the Company is authorized to issue 15,000,000 shares of Preferred Stock with a par value of $0.00001, of which no shares are Common Stock Outstanding In conjunction with the Business Combination, Spartan obtained commitments from certain PIPE Investors to purchase shares of Spartan Class A common stock, which were automatically converted into 50,000,000 shares of Spartan’s Class A common stock for a purchase price of $10.00 per share, which were automatically converted into shares of the Company’s common stock on a one-for-one As of December 31, 2020, the Company had 144,912,362 shares of Class A common stock and 132,354,128 shares of Class B common stock outstanding. The following summarizes the Company’s common stock outstanding as of December 31, 2020: Shares % Class A shares issued for Legacy Fisker Class A common stock outstanding 20,959,789 14.5 % Bridge Notes 1,361,268 0.9 % Convertible Equity Security 5,882,352 4.1 % Post-combination warrant exercises 8,387 0.0 % Post-combination stock option exercises 153,451 0.1 % Spartan Public Stockholders and Founders 66,547,115 45.9 % PIPE Shares 50,000,000 34.5 % Total Class A common stock 144,912,362 100.0 % Shares issued for Legacy Fisker Class B common stock outstanding 132,354,128 100.0 % Total Class B common stock 132,354,128 100.0 % Public and Private Warrant s Upon the Closing, there were 27,760,000 outstanding public and private warrants to purchase shares of the Company’s common stock that were issued by Spartan prior to the Business Combination. Each whole warrant entitles the registered holder to purchase one whole share of the Company’s Class A Common Stock at a price of $11.50 per share, subject to adjustment as discussed below, 30 days after the Closing, provided that the Company has an effective registration statement under the Securities Act covering the shares of Class A Common Stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A Common Stock. The warrants will expire five years after the completion of the Business Combination, or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Warrants, except that the Private Placement Warrants and the Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable The Company may redeem the outstanding warrants in whole and not in part at a price of $0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, if and Company’s common stock equals or exceeds $18.00 per share for any 20-trading days 30-trading Magna Warrants On October 29, 2020, the Company granted Magna International, Inc. (“Magna”) up to 19,474,454 warrants, each with an exercise price of $0.01, to acquire underlying Class A common shares of Fisker Inc., which represents approximately 6% ownership in Fisker Inc. on a fully diluted basis as of the grant date. The right to exercise vested warrants expires on October 29, 2030. The warrants are accounted for as an award issued to non-employees Milestone Percentage of Number of (a) (i) Achievement of the “preliminary production specification” gateway as set forth in the Development Agreement; (ii) entering into the Platform Agreement; and (iii) entering into the Initial Manufacturing Agreement 33.3 % 6,484,993 (b) (i) Achievement of the “target agreement” gateway as set forth in the Development Agreement and (ii) entering into the Detailed Manufacturing Agreement, which will contain terms and conditions agreed to in the Initial Manufacturing 33.3 % 6,484,993 (c) Start of pre-serial 33.4 % 6,504,468 19,474,454 The cost upon achievement of each pre-serial The fair value of each warrant is equal to the intrinsic value (e.g., stock price on grant date less exercise price) as the exercise price is $0.01. The terms of the warrant agreement require net settlement when exercised. Using the measurement date stock price of $8.96 for a share of Class A common stock, the warrant fair values for each tranche is shown below. Capitalized cost also results in an increase to additional paid in capital equal to the fair value of the vested warrants. None of the vested warrant are exercised at December 31, 2020. Fair value Capitalized at Milestone (a) $ 58,041 $ 58,041 Milestone (b) 58,041 — Milestone (c) 58,215 — $ 174,297 $ 58,041 In connection with the Business Combination, on December 1, 2020, the Company filed a Registration Statement on Form S-1. its common stock issuable upon exercise of its warrants issued to Magna in a private placement. As of December 31, 2020, 8,387 warrants had been exercised for shares of Company Class A common stock generating proceeds of $0.1 million which had not been received as of the balance sheet date. |
Convertible equity security
Convertible equity security | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible equity security | 15. Convertible equity security On July 7, 2020, the Company issued an investor a convertible security (the “Security”) in the amount of $50.0 million. The Security is classified as a SAFE agreement (Simple Agreement for Future Equity). The Security is automatically convertible into shares of capital stock of the combined entity upon the closing of a transaction with a special purpose acquisition company at a conversion price equal to 85% of the price per share upon consummation of such transaction (a “SPAC Transaction”). In the event the SPAC Transaction contemplated at the time of entering into the transaction terminates or does not occur by December 31, 2020, the Security is automatically convertible into a newly created Series C Convertible preferred stock at price per share equal to $1.4 billion divided by the number of shares of capital stock of the Company (on an as-converted The Security was recorded as a liability of $50.0 million at issuance and was settled in exchange for 5,882,352 shares of Class A Common Stock in New Fisker on October 29, 2020 as part of the Business Combination. The Company recognized $9.6 million of other expense due to the change in fair value of the Security. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | 16. Earnings (Loss) Per Share Founders Convertible Preferred Stock are participating securities as the Founders Convertible Preferred Stock participates in undistributed earnings on an as-if-converted two-class anti-dilutive. Year Ended December 31, 2020 2019 2018 Numerator: Net loss $ (130,004 ) $ (10,879 ) $ (3,431 ) Deemed dividend attributable to preferred stock — — (1,222 ) Net loss attributable to common shareholders $ (130,004 ) $ (10,879 ) $ (4,653 ) Denominator: Weighted average Class A common shares outstanding $ 25,167,525 $ 151,977 $ 46,545 Weighted average Class B common shares outstanding 109,867,396 105,191,937 105,191,937 Weighted average Class A and Class B common shares outstanding- Basic 135,034,921 105,343,914 105,238,482 Dilutive effect of potential common shares — — — Weighted average Class A and Class B common shares outstanding- Diluted 135,034,921 105,343,914 105,238,482 Net loss per share attributable to Class A and Class B Common shareholders- Basic $ (0.96 ) $ (0.10 ) $ (0.04 ) Net loss per share attributable to Class A and Class B Common shareholders- Diluted $ (0.96 ) $ (0.10 ) $ (0.04 ) The following table presents the potential common shares outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive: Year Ended December 31, 2020 2019 Series A Convertible Preferred Stock — 16,983,241 Series B Convertible Preferred Stock — 3,765,685 Founders Convertible Preferred Stock — 27,162,191 Bridge notes — 880,334 Stock options and warrants 52,906,676 17,316,727 Total 52,906,676 66,108,178 |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock Based Compensation | 17. Stock Based Compensation Upon completion of the Business Combination, the 2016 Stock Plan is renamed the 2020 Equity Incentive Plan (the “Plan”). All outstanding awards under the 2016 Stock Plan are modified to adopt the terms under the 2020 Equity Incentive Plan. The modifications are administrative in nature and have no effect on the valuation inputs, vesting conditions or equity classification of any of the outstanding original awards immediately before and after the close of the Business Combination. The Plan is a stock-based compensation plan which provides for the grants of options and restricted stock to employees and consultants of the Company. Options granted under the Plan may be either incentive options (“ISO”) or nonqualified stock options (“NSO”). The Plan added 24,097,751 shares of Class A Common Stock on October 29, 2020 to increase the maximum aggregate number of shares that may be issued under the Plan to 47,698,163 shares (subject to adjustments upon changes in capitalization, merger or certain other transactions). Also, upon completion of the Business Combination, the Company established a 2020 Employee Stock Purchase Plan (the “ESPP”) under which up to 3,213,034 Class A Common Stock may be issued. As of December 31, 2020, no shares have been issued under the ESPP. Options under the Plan may be granted at prices as determined by the Board of Directors, provided, however, that (i) the exercise price of an ISO and NSO shall not be less than 100% of the estimated fair value of the shares on the date of grant, and (ii) the exercise price of an ISO granted to a 10% shareholder shall not be less than 110% of the estimated fair value of the shares on the date of grant. The fair value of the shares is determined by the Board of Directors on the date of grants. Stock options generally have a contractual life of 10 years. Upon exercise, the Company issues new shares. In 2016 and 2017, the Company’s founders were granted an aggregate of 15,882,711 options which are fully vested and are not related to performance. Options granted to other employees and consultants become vested and are exercisable over a range of up to six years from the date of grant . The following table summarizes option activity under the Plan: Shares Options Weighted Weighted Balance as of January 1, 2019 6,009,669 17,861,966 0.08 8.2 Granted (180,877 ) 180,877 1.12 Exercised — (117,773 ) 0.07 Forfeited 608,343 (608,343 ) 0.27 Balance as of December 31, 2019 6,437,135 17,316,727 0.09 7.2 Shares added to Plan 24,097,751 — — Granted (2,765,167 ) 2,765,167 5.29 Exercised — (153,451 ) 0.55 Forfeited 1,204,348 (1,204,348 ) 2.66 Balance as of December 31, 2020 28,974,067 18,724,096 0.69 6.5 Additional information regarding stock options exercisable as of December 31, 2020 is summarized below: Options Exercisable at December 31, 2020 Range of Exercise Price Number Weighted Weighted $0.06 - $17.44 16,562,577 $ 0.69 6.2 The aggregate intrinsic value represents the total pretax intrinsic value (i.e., the difference between the fair value of the Company’s common stock price and the exercise price, multiplied by the number of in-the-money The weighted-average grant date fair value per share for the stock option grants during the years ended December 31, 2020 and 2019 was $14.65 and $0.80, respectively. As of December 31, 2020, the total unrecognized compensation related to unvested stock option awards granted was $8.2 million, which the Company expects to recognize over a weighted-average period of approximately 3.4 years. The fair value of each stock option grant under the Plan was estimated on the date of grant using the Black-Scholes option pricing model, with the following weighted-average assumptions: Year Ended 2020 2019 Expected term (in years) 6.3 6.3 Volatility 90% - 122 % 83.7 % Dividend yield 0.0 % 0.0 % Risk-free interest rate 0.5 % 2.0 % Common stock price $5.29 $ 1.41 The Black-Scholes option pricing model requires various highly subjective assumptions that represent management’s best estimates of the fair value of the Company’s common stock, volatility, risk-free interest rates, expected term, and dividend yield. As the Company’s shares have actively traded for a short period of time subsequent to the Business Combination, volatility is based on a benchmark of comparable companies within the automotive and energy storage industries. The expected term represents the weighted-average period that options granted are expected to be outstanding giving consideration to vesting schedules. Since the Company does not have an extended history of actual exercises, the Company has estimated the expected term using a simplified method which calculates the expected term as the average of the time-to-vesting Stock-based compensation expense for the years ended December 31, 2020, 2019 and 2018 is as follows (in thousands): Year Ended 2020 2019 2018 General and administrative expense $ 377 $ 30 $ 29 Research and development 334 55 31 Total 711 85 60 |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Retirement Plan | 18. Retirement Plan The Company has a 401(k) savings and profit-sharing plan (the 401(k) Plan), which is intended to be a tax- |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 19. Income Taxes The Company has limited foreign operations and pre-tax Current Deferred Total Year ended December 31, 2020 U.S. operations $ — (8,011 ) (8,011 ) Valuation allowance — 8,011 8,011 $ — $ — $ — Year ended December 31, 2019 U.S. operations $ — $ (3,119 ) $ (3,119 ) Valuation allowance — 3,119 3,119 $ — $ — $ — Deferred Tax Assets and Liabilities Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carryforwards . The tax effects of significant items comprising the Company’s deferred taxes are as follows (in thousands): As of December 31, 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 13,448 $ 5,540 Tax credits 994 672 Lease liability 579 40 Other 120 396 Total gross deferred income tax assets 15,141 6,648 Deferred tax liabilities: ROU asset (579 ) (41 ) Other — (56 ) Total gross deferred income tax liabilities (579 ) (97 ) Net deferred income tax assets 14,562 6,551 Valuation allowance (14,562 ) (6,551 ) Deferred tax asset, net of allowance $ — $ — ASC 740 requires that the tax benefit of net operating losses (“NOLs”), temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. Management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits from operating loss carryforwards is currently not likely to be realized and, accordingly, has provided a valuation allowance against its deferred tax assets. The changes in the valuation allowance related to current year operating activity was an increase in the amount of $ million during the year ended December , . Year Ended 2020 2019 Beginning of the year $ 6,551 $ 3,432 Increase—income tax benefit 8,011 3,119 End of the year $ 14,562 $ 6,551 The effective tax rate of the Company’s (provision) benefit for income taxes differs from the federal statutory rate as follows: Year Ended 2020 2019 Expected federal income tax benefit 21.0 % 21.0 % State taxes net of federal benefit -0.7 % 6.7 % Tax credits 0.1 % 1.7 % Valuation allowance -6.2 % -28.7 % Fair value of derivatives -13.8 % 0.0 % Other -0.4 % -0.7 % Income taxes provision (benefit) 0.0 % 0.0 % Net Operating Losses Federal and state laws impose substantial restrictions on the utilization of NOLs and tax credit carryforwards in the event of an ownership change for tax purposes, as defined in Section 382 of the Internal Revenue Code. Depending on the significance of past and future ownership changes, the Company’s ability to realize the potential future benefit of tax losses and tax credits that existed at the time of the ownership change may be significantly reduced. As of December 31, 2020, the Company has approximately $59 million and $17 million of federal and state NOLs respectively. Federal NOLs generated prior to 2017 begin expiring in the calendar year 2036. Under the new Tax Cuts and Jobs Act, all NOLs incurred after December 31, 2017 are carried forward indefinitely for federal tax purposes. The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) signed in to law on March 27, 2020, provided that NOLs generated in a taxable year beginning in 2018, 2019, or 2020, may now be carried back five years and forward indefinitely. In addition, the 80% taxable income limitation is temporarily removed, allowing NOLs to fully offset net taxable income. California has not conformed to the indefinite carryforward period for NOLs. The NOLs begin expiring in the calendar year 2036 for state purposes. In the ordinary course of its business, the Company incurs costs that, for tax purposes, are determined to be qualified research and development (“R&D”) expenditures within the meaning of IRC §41 and are, therefore, eligible for the Increasing Research Activities credit under IRC §41. The R&D tax credit carryforward as of December 31, 2020 is $683,000 and $663,000 for Federal and State, respectively. The R&D tax credit carryforwards begin expiring in the calendar year 2036 for federal purposes. The Company has adjusted the deferred tax assets related to Federal R&D credit carryover to account for any expiring tax credits. Uncertain Tax Positions The Company recognizes tax benefits from uncertain tax positions only if it believes that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. As the Company expands, it will face increased complexity in determining the appropriate tax jurisdictions for revenue and expense items. The Company’s policy is to adjust these reserves when facts and circumstances change, such as the closing of a tax audit or refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the income tax expense in the period in which such determination is made and could have a material impact on its financial condition and operating results. The income tax expense includes the effects of any accruals that the Company believes are appropriate, as well as the related net interest and penalties. As of December 31, 2020, the Company has total uncertain tax positions of $229,000 which is related to R&D tax credits, which is recorded as a reduction of the deferred tax asset. No interest or penalties have been recorded related to the uncertain tax positions. A reconciliation of the beginning and ending balances of unrecognized tax benefits is as follows (in thousands): Year Ended 2020 2019 Beginning of the year $ 100 $ — Increase—current year positions 129 100 End of the year $ 229 $ 100 It is not expected that there will be a significant change in uncertain tax positions in the next 12 months. The Company is subject to U.S. federal and state income tax and one foreign jurisdiction. In the normal course of business, the Company is subject to examination by tax authorities. There are no t . The Company records income tax expense for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, the Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. The Company records valuation allowances to reduce its deferred tax assets to the net amount that it believes is more likely than not to be realized. Its assessment considers the recognition of deferred tax assets on a jurisdictional basis. The Company has placed a full valuation allowance against U.S. federal a n |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 20. Related Party Transactions In July 2019 and in June 2020, the Company entered into bridge note payables with Roderick K. Randall, a member of the Company’s Board of Directors, for the principal sum of $100,000 and $220,000, respectively. The bridge notes were converted in Class A Common Stock upon completion of the Business Combination. As of December 31, 2019, the principal balance of $100,000 was outstanding and the accrued interest balance of the notes is $2,068. As described in Note 11, in connection with the Company formation in September 2016, HF Holdco LLC, an entity controlled by Mr. Fisker and Ms. Gupta advanced the Company $250,000 in the form of a demand note. As of December 31, 2019, the note was outstanding, and the accrued interest balance of this note is $2,057. |
Non-Cash Transactions
Non-Cash Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Nonmonetary Transactions [Abstract] | |
Non-Cash Transactions | 21. Non-Cash The Company adopted Accounting Standards Update (“ASU”) No. 2016-02, operating leases based on the present value of remaining lease payments. Per this new standard, the Company recorded operating lease right-of-use assets of $ million and operating lease liabilities of $ million on its consolidated balance sheet as of December , . As part of the Business Combination that closed on October 29, 2020, the Company settled the $10.0 million in outstanding principle for its convertible notes in exchange for 1,361,268 shares of Class A common stock in lieu of cash. As discussed in Note 14, the Company warrants one-to-one Upon closing the Business Combination, the Company recognized a $62.7 million liability for its private and public warrants and a corresponding non-cash reduction of additional paid-in capital for the same amount. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 22. Commitments and Contingencies The Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims. From time to time however, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 23. Subsequent Events The Company has completed an evaluation of all subsequent events through the filing of this Annual Report on Form 10-K to ensure that these consolidated financial statements include appropriate disclosure of events both recognized in the consolidated financial statements and events which occurred but were not recognized in the consolidated financial statements. Except as described below, the Company has concluded that no subsequent event has occurred that requires disclosure. On February 5, 2021, the Company entered into a First Amendment to Lease Agreement (the “Amendment”) with Continental 830 Nash LLC and Continental Rosecrans Aviation L.P., as tenants in common (together, “Continental”). Continental is the lessor of the Company’s corporate headquarters in Manhattan Beach, California (Inception). The Amendment provides for, among other things, (a) an increase in the rentable square feet from approximately 72,000 square feet to approximately 78,500 square feet, (b) a modification to the term of the lease to be 69 months from February 1, 2021, with no option to extend, and (c) an adjustment to the base rental amounts payable by the Company to Continental during the term of the lease. The Company expects to complete its construction of improvements to the property that are owned by Continental in the first quarter of 2021 at which time the lease will commence and the Company will record its lease liability and right-of-use On February 24, 2021, Fisker entered into a Memorandum of Understanding with Hon Hai Technology Group (“Foxconn”) to jointly develop a breakthrough vehicle pioneering a new market segment to be sold globally under the Fisker brand commencing in Q4 2023. The companies expect to complete definitive agreements related to this effort in Q2 2021. On March 19, 2021, the Company announced that it will redeem all of its outstanding warrants (the “Public Warrants”) to purchase shares of the Company’s Class A Common Stock, par value $0.00001 per share (the “Common Stock”), that were issued under the Warrant Agreement, dated August 9, 2018 (the “Warrant Agreement”), by and between the Company (f/k/a Spartan Energy Acquisition Corp.) and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”), as part of the units sold in the Company’s initial public offering (the “IPO”), for a redemption price of $0.01 per Public Warrant (the “Redemption Price”), that remain outstanding at 5:00 p.m. New York City time on April 22, 2021 (the “Redemption Date”). In addition, in accordance with the Warrant Agreement, the Company’s board of directors has elected to require that, upon delivery of the notice of redemption, all Public Warrants are to be exercised only on a “cashless basis.” |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s consolidated financial statements have been prepared in conformity with principles |
Restatement of Consolidated Financial Statements as of and for the year ended December 31, 2020 | Restatement of Consolidated Financial Statements as of and for the year ended December 31, 2020 The C o As part of the Business Combination, the Company originally completed a comprehensive evaluation and concluded that the Warrants that were initially issued by Spartan could be classified within equity. Subsequent to filing our Original Report on March 30, 2021, the Staff of the Securities and Exchange Commission issued a public statement (the “Statement”) entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” on April 12, 2021 stating that warrants issued by SPACs may require classification as a liability of the entity measured at fair value, with changes in fair value each period reported in earnings. Based on the review of the Company’s historical accounting pursuant to ASC 815, Derivatives and Hedging (Topic 815) (“ASC 815”), and after considering the Statement, the Company concluded its Warrants require classification as derivative liabilities to be measured at their fair values as of the closing of the Business Combination, with subsequent changes in fair value remeasured through earnings. The accounting for the Warrants does not impact the Company’s financial statements in any reporting periods prior to 7 6 the Business Combination, as the Company assumed the Warrants through the Business Combination which was accounted for as a reverse recapitalization. The fair value of the Warrants as of the closing date of the Business Combination on October 29, 2020 and December 31, 2020 amounted to $62.7 million and $138.1 million, respectively. The change in fair value from October 29, 2020 through December 31, 2020 amounted to an increase of $75.4 million. The Company concluded the effect of this error on the previously reported consolidated financial statements as of and for the year ended December 31, 2020 is material and, as such, the accompanying consolidated financial statements, and accompanying notes hereto have been restated from the amounts previously reported to give effect to the correction of this error (the “Restatement”). The following tables reflect the impact of the Restatement of the Company’s previously reported consolidated financial statements as of and for the year ended December 31, 2020 (in thousands, except per share amounts): 77 The following tables reflect t h December 31, 2020 As of December 31, 2020 As Warrants As Restated Consolidated Balance Sheet Non-current liabilities Warrants liability — 138,102 138,102 Total Non-current liabilities 5,439 138,102 143,541 Total liabilities 18,661 138,102 156,763 Stockholders’ equity Additional paid in capital 1,117,867 (62,739 ) 1,055,128 Accumulated deficit (72,541 ) (75,363 ) (147,904 ) Total stockholders’ equity 1,045,232 (138,102 ) 907,130 For the year ended December 31, 2020 As Warrants As Restated Consolidated Statement of Operations Other income (expense) Change in fair value of warrant liability $ — $ (75,363 ) $ (75,363 ) Total other income (expense) (11,317 ) (75,363 ) (86,680 ) Net loss (54,641 ) (75,363 ) (130,004 ) Net loss attributable to common shareholders $ (54,641) $ (75,363) $ (130,004 ) Net loss per share attributable to Class A and Class B Common shareholders—Basic and $ (0.40 ) $ (0.56 ) $ (0.96 ) For the year ended December 31, 2020 As Warrants As Restated Consolidated Statement of Cash Flows Cash flows from operating activities Net loss $ (54,641 ) $ (75,363 ) $ (130,004 ) Adjustment to reconcile net loss to net cash used in operating activities Change in fair value of warrants liabilit y — 75,363 75,363 Other than changes made to reflect the impact of the recognition of the fair value of the warrants liability at the Merger Date to additional paid-in Equity Reverse Recapitalization The Business Combination was accounted for as a reverse recapitalization and Spartan was treated as the “acquired” company for accounting purposes. The Business Combination was accounted as the equivalent of Legacy Fisker issuing stock for the net assets of Spartan, accompanied by a recapitalization. Accordingly, all historical financial information presented in these consolidated financial statements represents the accounts of Legacy Fisker and its wholly owned subsidiaries “as if” Legacy Fisker is the predecessor to the Company. The shares and net loss per common share, prior to the Business Combination, have been adjusted as shares reflecting the exchange ratio established in the Business Combination. Going Concern, Liquidity and Capital Resources The Company evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern over the next twelve months through March 2022. Since inception, the Company has incurred significant losses of approximately $147.9 million. As of December 31, 2020, the Company had approximately $991 million in cash and cash equivalents. The Company expects to continue to incur significant operating losses for the foreseeable future. Proceeds from the Business Combination provide the Company the liquidity and capital resources to fund its operating expenses and capital expenditure requirements for at least the next 12 months from issuance. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP required management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the consolidated financial statements and accompanying notes. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Fisker Inc. and its wholly owned subsidiaries. All inter-company transactions and balances have been eliminated in consolidation. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less at acquisition to be cash equivalents. Cash and cash equivalents include cash held in banks and money market mutual funds. |
Concentrations of Credit Risk and Off-balance Sheet Risk | Concentrations of Credit Risk and Off-balance Cash and cash equivalents are financial instruments that are potentially subject to concentrations of credit risk. The Company’s cash and cash equivalents are deposited in accounts at large financial institutions, and amounts may exceed federally insured limits. The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the cash and cash equivalents are held. The Company has no financial instruments with off-balance |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurements The Company follows the accounting guidance in ASC 820, Fair Value Measurement The accounting guidance requires fair value measurements be classified and disclosed in one of the following three categories: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than Level 1 prices, for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement . |
Property and Equipment | Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the related assets as follows: Useful Life (in years) Tooling 3-8 Machinery and equipment 5-15 Furniture and fixtures 5-10 IT hardware and software 3-10 Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the term of the related lease. Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operations. Maintenance and repair expenditures are expensed as incurred, while major improvements that increase functionality of the asset are capitalized and depreciated ratably to expense over the identified useful life. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset to be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset group to its carrying amount. The Company assesses impairment for asset groups, which represent a combination of assets that produce distinguishable cash flows. If the carrying amount of the asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary. The Company has not recorded any impairment charges during the periods presented. |
Leases | Leases Effective January 1, 2019, the Company accounts for its leases under ASC 842, Leases right-of-use right-of-use right-of-use In calculating the right-of-use non-lease The Company continues to account for leases in the 2018 financial statements under ASC 840. |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to interest rate, market, or foreign currency risks. The Company evaluates all of its financial instruments, including notes payable, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract. Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the statement of operations each period. Bifurcated embedded derivatives are classified with the related host contract in the Company’s balance sheet. From July 2019 to December 2019, the Company entered into note agreements that were determined to have embedded derivative instruments in the form of a contingent put option. The notes are recognized at the value of proceeds received after allocating issuance proceeds to the separable instruments issued with the notes and to the bifurcated contingent put option. The notes are subsequently measured at amortized cost using the effective interest method to accrete interest over their term to bring the notes’ initial carrying value to their principal balance at maturity. The bifurcated put option is initially measured at fair value which is included in the Bridge notes payable balance on the Consolidated Balance Sheets and subsequently measured at fair value with changes in fair value recognized as a component of Other income (expense) in the Consolidated Statements of Operations (see Note 12). |
Segments | Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in one operating segment and one reportable segment in which all long-lived assets are located in the United States, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue from contracts with customers in accordance with ASC 606, Revenue from Contracts with Customers • Step 1: Identify the contract with the customer • Step 2: Identify the performance obligation(s) in the contract • Step 3: Determine the transaction price • Step 4: Allocate the transaction price to the performance obligation(s) in the contract • Step 5: Recognize revenue when or as the company satisfies a performance obligation The Company’s customers may reserve a Fisker vehicle by making a deposit, which is refundable, and in certain instances, subject to a 10% administration and process fee in the event of cancellation. The Company has yet to deliver and recognize revenue related to the delivery of a vehicle. Certain holders of the Company’s bridge notes were issued option agreements providing the holder with a non-binding See Note 10 for the balance of the Company’s customer reservation deposits. |
Foreign Currency Remeasurement and Transactions | Foreign Currency Remeasurement and Transactions The functional currency of the Company’s U.K. subsidiary is the U.S. Dollar. For this subsidiary, monetary assets and liabilities denominated in non U.S. currencies are re-measured Non-monetary non-U.S. re-measured Foreign currency transaction gains and losses are a result of the effect of exchange rate changes on transactions denominated in currencies other than the functional currency. Transaction gains and losses have not been significant for any periods presented. |
Stock-based Compensation | Stock-based Compensation The Company expenses stock-based compensation over the requisite service period based on the estimated grant-date fair value of the awards. The Company accounts for forfeitures as they occur. Prior to the adoption of ASU 2018-07, non-employee non-employee 2018-07, non-employee From inception through December 31, 2020, the Company has primarily granted service based awards. Stock-based awards with graded-vesting schedules are recognized on a straight-line basis over the requisite service period for each vesting tranche. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. All stock-based compensation costs are recorded in general and administrative or research and development costs in the statements of operations based upon the underlying individual’s role at the Company except for the capitalization of costs associated with the Magna warrants (see Note 14). |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. Research and development expenses consist primarily of payroll, benefits and stock-based compensation of those employees engaged in research, design and development activities, costs related to design tools, prototype development work, supplies and services, depreciation and other occupancy costs. |
Advertising Expense | Advertising Expense All advertising costs are expensed as incurred. For the years ended December 31, 2020, 2019 and 2018, advertising expense was $0.8 million, $0.1 million, and $0.1 million, respectively . |
Income Taxes | Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense. |
Recent Accounting Pronouncements | Recently adopted accounting pronouncements In February 2016, the FASB issued ASU 2016-02, Leases right-of-use non-lease Recently issued accounting pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes No. 2019-12 In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments available-for-sale non-public currently evaluating impact this its |
Net Loss per Share of Common Stock | Net Loss per Share of Common Stock Basic net loss per share of common stock is calculated using the two-class |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary Of Restatement Of Consolidated Financial Statements | The following tables reflect t h December 31, 2020 As of December 31, 2020 As Warrants As Restated Consolidated Balance Sheet Non-current liabilities Warrants liability — 138,102 138,102 Total Non-current liabilities 5,439 138,102 143,541 Total liabilities 18,661 138,102 156,763 Stockholders’ equity Additional paid in capital 1,117,867 (62,739 ) 1,055,128 Accumulated deficit (72,541 ) (75,363 ) (147,904 ) Total stockholders’ equity 1,045,232 (138,102 ) 907,130 For the year ended December 31, 2020 As Warrants As Restated Consolidated Statement of Operations Other income (expense) Change in fair value of warrant liability $ — $ (75,363 ) $ (75,363 ) Total other income (expense) (11,317 ) (75,363 ) (86,680 ) Net loss (54,641 ) (75,363 ) (130,004 ) Net loss attributable to common shareholders $ (54,641) $ (75,363) $ (130,004 ) Net loss per share attributable to Class A and Class B Common shareholders—Basic and $ (0.40 ) $ (0.56 ) $ (0.96 ) For the year ended December 31, 2020 As Warrants As Restated Consolidated Statement of Cash Flows Cash flows from operating activities Net loss $ (54,641 ) $ (75,363 ) $ (130,004 ) Adjustment to reconcile net loss to net cash used in operating activities Change in fair value of warrants liabilit y — 75,363 75,363 |
Property Plant And Equipment Estimated Useful Lives Of Assets | Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the related assets as follows: Useful Life (in years) Tooling 3-8 Machinery and equipment 5-15 Furniture and fixtures 5-10 IT hardware and software 3-10 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value hierarchy of the valuation techniques | The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows (in thousands): Fair Value Measured as of December 31, 2020 Using: Level 1 Level 2 Level 3 Total Assets included in: Money market funds included in cash and cash equivalents $ 987,728 $ — $ — $ 987,728 Total fair value $ 987,728 $ — $ — $ 987,728 Liabilities included in: Derivative liabilities – public and private warrants $ 90,487 $ — $ 47,615 $ 138,102 Total fair value $ 90,487 $ — $ 47,615 $ 138,102 Fair Value Measured as of December 31, 2019 Using: Level 1 Level 2 Level 3 Total Assets included in: Money market funds included in cash and cash equivalents $ 1,731 $ — $ — $ 1,731 Total fair value $ 1,731 $ — $ — $ 1,731 Liabilities included in: Embedded derivative in bridge notes $ — $ — $ 1,325 $ 1,325 Total fair value $ — $ — $ 1,325 $ 1,325 |
Summary of Quantitative Information Regarding Fair Value Measurements | The significant assumptions in the option pricing simulation of a Black Scholes valuation model which the Company used to determine the fair value of the private warrants are: December 31, October 29, Stock price $ 14.65 $ 8.96 Exercise price $ 11.50 $ 11.50 Expected warrant term 4.8 5.0 Volatility 32.00 % 40.75 % Risk-free interest rate 0.36 % 0.38 % Dividend yield 0.00 % 0.00 % Monte Carlo simulation number of iterations 100,000 100,000 Negotiated discount (1) 7.00 % 7.00 % |
Schedule of Changes in Level 3 Liability Measured at Fair Value | The following table presents changes in Level 3 liabilities measured at fair value for the year ended December 31, 2020 (in thousands): Private Convertible Embedded Total Balance, December 31, 2019 $ — $ — $ 1,325 $ 1,325 Merger recapitalization 21,715 — — 21,715 Issuance of bridge notes — — 1,934 1,934 Issuance of convertible equity security — 50,000 — 50,000 Change in fair value 25,900 9,647 406 35,953 Settlement of bridge notes and convertible equity security — (59,647 ) (3,665 ) (63,312 ) Balance, December 31, 2020 $ 47,615 $ — $ — $ 47,615 |
Prepaid expenses and other cu_2
Prepaid expenses and other current assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid expenses and other current assets | Prepaid expenses and other current assets consists of the following as of December 31, 2020 and 2019 (in thousands): As of December 31, 2020 2019 Prepaid insurance $ 7,481 $ — Other prepaid expenses and other current assets 1,596 18 $ 9,077 $ 18 |
Intangible asset (Tables)
Intangible asset (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of intangible assets | The Company has the following intangible assets, net at December 31, 2020 (in thousands): As of December 31, Amortization Gross Carrying Accumulated Net Capitalized cost for development and manufacturing 8 years $ 58,041 $ — $ 58,041 $ 58,041 $ — $ 58,041 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and equipment, net | Property and equipment, net, consists of the following as of December 31, 2020 and 2019 (in thousands): As of December 31, 2020 2019 Machinery and equipment $ 130 $ — Furniture and fixtures 67 45 IT hardware and software 820 12 Leasehold improvements 26 59 Total property and equipment 1,043 116 Less: Accumulated depreciation and amortization (98 ) (51 ) Property and equipment, net $ 945 $ 65 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Summary Of Information Regarding Lease Assets And Liabilities | The tables below present information regarding the Company’s lease assets and liabilities (in thousands): As of December 31, As of December 31, 2020 2019 Assets: Operating lease right-of-use 2,548 135 Liabilities: Operating Lease—Current 655 144 Operating Lease—Long term 1,912 — |
Summary Of Lease Related Expense | The components of lease related expense are as follows (in thousands): Year Ended Year Ended 2020 2019 Lease costs: Operating lease expense $ 274 $ 137 Short-term lease expense 29 12 Total lease costs $ 303 $ 149 |
Summary Of Supplemental Cash Flow Information Related To Leases | The components of supplemental cash flow informatio n Year Ended Year Ended 2020 2019 Cash flow information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used by operating leases $ 175 $ 142 Non-cash ROU asset obtained in exchange for lease obligations $ 2,636 $ 265 Other Information Weighted average remaining lease term (in years) 3.1 1.00 Weighted average discount rate 5.35 % 3.20 % |
Summary Of Maturity Analysis Of Operating Lease Liability | As of December 31, 2020, future minimum payments during the next five years and thereafter are as follows (in thousands): Operating Leases Year Ending December 31, 2021 $ 650 Year Ending December 31, 2022 702 Year Ending December 31, 2023 667 Year Ending December 31, 2024 392 Year Ending December 31, 2025 304 Thereafter 169 Total 2,884 Less present value discount (317 ) Operating lease liabilities $ 2,567 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Summary Of Components Of Accrued Expenses | A summary of the components of accrued expenses is as follows (in thousands): As of December 31, 2020 2019 Accrued payroll $ 686 $ 85 Accrued professional fees 468 39 Accrued other 254 12 Accrued interest — 42 Accrued legal 6,000 750 Total accrued expenses $ 7,408 $ 928 |
Customer Deposits (Tables)
Customer Deposits (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Deposit Liabilities Disclosure [Abstract] | |
Summary of Customer Deposits | Customer deposits consists of the following as of December 31, 2020 and 2019 (in thousands): As of December 31, 2020 2019 Customer reservation deposits $ 2,773 $ 467 Customer SUV option 754 479 Total customer deposits $ 3,527 $ 946 |
Bridge Notes Payable (Tables)
Bridge Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Notes Payable, Noncurrent [Abstract] | |
Summary of Aggregate Values recorded for the Bridge Notes | The following table summarizes the aggregate values recorded for the bridge notes as of December 31, 2020 and 2019 (in thousands): At Issuance As of December 31, Principle $ 9,991 $ — Embedded derivative 3,180 — Unamortized discounts and fees (3,971 ) — Net carrying amount $ 9,200 $ — At Issuance As of December 31, Principle $ 4,094 $ 4,099 Embedded derivative 1,245 1,325 Unamortized discounts and fees (1,760 ) (1,627 ) Net carrying amount $ 3,579 $ 3,797 |
Temporary Equity and Founders_2
Temporary Equity and Founders Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Temporary Equity And Founders Convertible Preferred Stock [Abstract] | |
Summary of Conversion of Preferred Stock | The following summarizes the Company’s preferred stock conversion immediately after the Business Combination: October 29, 2020 Preferred Shares Conversion Ratio Class A Shares Series A (pre-combination) 6,252,530 2.7162 16,983,241 Series B (pre-combination) 1,386,370 2.7162 3,765,685 Class B Shares Founders Convertible 10,000,000 2.7162 27,162,191 Total common stock 17,638,900 47,911,117 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Summary of Common Stock Outstanding | The following summarizes the Company’s common stock outstanding as of December 31, 2020: Shares % Class A shares issued for Legacy Fisker Class A common stock outstanding 20,959,789 14.5 % Bridge Notes 1,361,268 0.9 % Convertible Equity Security 5,882,352 4.1 % Post-combination warrant exercises 8,387 0.0 % Post-combination stock option exercises 153,451 0.1 % Spartan Public Stockholders and Founders 66,547,115 45.9 % PIPE Shares 50,000,000 34.5 % Total Class A common stock 144,912,362 100.0 % Shares issued for Legacy Fisker Class B common stock outstanding 132,354,128 100.0 % Total Class B common stock 132,354,128 100.0 % |
Schedule of Stockholders Equity Note Warrants or Rights Fair Value of Vested Warrants | The warrants are accounted for as an award issued to non-employees Milestone Percentage of Number of (a) (i) Achievement of the “preliminary production specification” gateway as set forth in the Development Agreement; (ii) entering into the Platform Agreement; and (iii) entering into the Initial Manufacturing Agreement 33.3 % 6,484,993 (b) (i) Achievement of the “target agreement” gateway as set forth in the Development Agreement and (ii) entering into the Detailed Manufacturing Agreement, which will contain terms and conditions agreed to in the Initial Manufacturing 33.3 % 6,484,993 (c) Start of pre-serial 33.4 % 6,504,468 19,474,454 The cost upon achievement of each pre-serial Fair value Capitalized at Milestone (a) $ 58,041 $ 58,041 Milestone (b) 58,041 — Milestone (c) 58,215 — $ 174,297 $ 58,041 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Table) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Summary of computation of basic and diluted loss | The following table sets forth the computation of basic and diluted loss per Class A Common Stock and Class B Common Stock: Year Ended December 31, 2020 2019 2018 Numerator: Net loss $ (130,004 ) $ (10,879 ) $ (3,431 ) Deemed dividend attributable to preferred stock — — (1,222 ) Net loss attributable to common shareholders $ (130,004 ) $ (10,879 ) $ (4,653 ) Denominator: Weighted average Class A common shares outstanding $ 25,167,525 $ 151,977 $ 46,545 Weighted average Class B common shares outstanding 109,867,396 105,191,937 105,191,937 Weighted average Class A and Class B common shares outstanding- Basic 135,034,921 105,343,914 105,238,482 Dilutive effect of potential common shares — — — Weighted average Class A and Class B common shares outstanding- Diluted 135,034,921 105,343,914 105,238,482 Net loss per share attributable to Class A and Class B Common shareholders- Basic $ (0.96 ) $ (0.10 ) $ (0.04 ) Net loss per share attributable to Class A and Class B Common shareholders- Diluted $ (0.96 ) $ (0.10 ) $ (0.04 ) |
Summary of common shares outstanding | The following table presents the potential common shares outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive: Year Ended December 31, 2020 2019 Series A Convertible Preferred Stock — 16,983,241 Series B Convertible Preferred Stock — 3,765,685 Founders Convertible Preferred Stock — 27,162,191 Bridge notes — 880,334 Stock options and warrants 52,906,676 17,316,727 Total 52,906,676 66,108,178 |
Stock Based Compensation (Table
Stock Based Compensation (Table) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of stock option activity | The following table summarizes option activity under the Plan: Shares Options Weighted Weighted Balance as of January 1, 2019 6,009,669 17,861,966 0.08 8.2 Granted (180,877 ) 180,877 1.12 Exercised — (117,773 ) 0.07 Forfeited 608,343 (608,343 ) 0.27 Balance as of December 31, 2019 6,437,135 17,316,727 0.09 7.2 Shares added to Plan 24,097,751 — — Granted (2,765,167 ) 2,765,167 5.29 Exercised — (153,451 ) 0.55 Forfeited 1,204,348 (1,204,348 ) 2.66 Balance as of December 31, 2020 28,974,067 18,724,096 0.69 6.5 |
Summary of additional information regarding stock options exercisable | Additional information regarding stock options exercisable as of December 31, 2020 is summarized below: Options Exercisable at December 31, 2020 Range of Exercise Price Number Weighted Weighted $0.06 - $17.44 16,562,577 $ 0.69 6.2 |
Summary of Share-based Payment Award, Stock Options, Valuation Assumptions | The fair value of each stock option grant under the Plan was estimated on the date of grant using the Black-Scholes option pricing model, with the following weighted-average assumptions: Year Ended 2020 2019 Expected term (in years) 6.3 6.3 Volatility 90% - 122 % 83.7 % Dividend yield 0.0 % 0.0 % Risk-free interest rate 0.5 % 2.0 % Common stock price $5.29 $ 1.41 |
Summary of Stock-based compensation expense | Stock-based compensation expense for the years ended December 31, 2020, 2019 and 2018 is as follows (in thousands): Year Ended 2020 2019 2018 General and administrative expense $ 377 $ 30 $ 29 Research and development 334 55 31 Total 711 85 60 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Summary of Income Tax Expense Attributable to Loss from Continuing Operations | The Company has limited foreign operations and pre-tax Current Deferred Total Year ended December 31, 2020 U.S. operations $ — (8,011 ) (8,011 ) Valuation allowance — 8,011 8,011 $ — $ — $ — Year ended December 31, 2019 U.S. operations $ — $ (3,119 ) $ (3,119 ) Valuation allowance — 3,119 3,119 $ — $ — $ — |
Summary of Deferred Tax Assets and Liabilities | The tax effects of significant items comprising the Company’s deferred taxes are as follows (in thousands): As of December 31, 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 13,448 $ 5,540 Tax credits 994 672 Lease liability 579 40 Other 120 396 Total gross deferred income tax assets 15,141 6,648 Deferred tax liabilities: ROU asset (579 ) (41 ) Other — (56 ) Total gross deferred income tax liabilities (579 ) (97 ) Net deferred income tax assets 14,562 6,551 Valuation allowance (14,562 ) (6,551 ) Deferred tax asset, net of allowance $ — $ — |
Summary of Valuation Allowance | The changes in the valuation allowance related to current year operating activity was an increase in the amount of $ million during the year ended December , . Year Ended 2020 2019 Beginning of the year $ 6,551 $ 3,432 Increase—income tax benefit 8,011 3,119 End of the year $ 14,562 $ 6,551 |
Summary of Effective Income Tax Rate Reconciliation Percent | The effective tax rate of the Company’s (provision) benefit for income taxes differs from the federal statutory rate as follows: Year Ended 2020 2019 Expected federal income tax benefit 21.0 % 21.0 % State taxes net of federal benefit -0.7 % 6.7 % Tax credits 0.1 % 1.7 % Valuation allowance -6.2 % -28.7 % Fair value of derivatives -13.8 % 0.0 % Other -0.4 % -0.7 % Income taxes provision (benefit) 0.0 % 0.0 % |
Summary of Reconciliation of Unrecognized Tax Benefits | A reconciliation of the beginning and ending balances of unrecognized tax benefits is as follows (in thousands): Year Ended 2020 2019 Beginning of the year $ 100 $ — Increase—current year positions 129 100 End of the year $ 229 $ 100 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | 2 Months Ended | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 29, 2020 | Aug. 09, 2018 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Accumulated Deficit | $ 147,904 | $ 147,904 | $ 17,900 | |||
Cash and Cash Equivalents | 991,000 | 991,000 | ||||
Advertising Expense | 800 | 100 | $ 100 | |||
Operating lease right-of-use assets | 2,548 | 2,548 | 135 | |||
Operating Lease, Liability | 2,567 | 2,567 | ||||
Financial Liabilities fair value disclosure | 138,100 | 138,100 | $ 62,700 | |||
Change in fair value of warrants liability | $ 75,400 | $ 75,363 | $ 0 | $ 0 | ||
Spartan Energy Acquisition Corp [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Class of Warrant or Right, Outstanding | 47,074,454 | 47,074,454 | ||||
Spartan Energy Acquisition Corp [Member] | Public Warrants [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Class of Warrant or Right, Outstanding | 18,400,000 | |||||
Spartan Energy Acquisition Corp [Member] | Private Placement [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Class of Warrant or Right, Outstanding | 9,360,000 | |||||
Accounting Standard Update 842 Modified Retrospective Transition | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Operating lease right-of-use assets | $ 264,900 | $ 264,900 | ||||
Operating Lease, Liability | $ 278,984 | $ 278,984 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Restatement of Consolidated Financial Statements (Detail) - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Non-current liabilities | |||||
Total non-current liabilities | $ 143,541 | $ 143,541 | $ 4,743 | ||
Total Liabilities | 156,763 | 156,763 | 8,199 | ||
Stockholders' equity | |||||
Additional paid-in capital | 1,055,128 | 1,055,128 | 756 | ||
Accumulated deficit | (147,904) | (147,904) | (17,900) | ||
Total stockholders' equity (deficit) | 907,130 | 907,130 | (17,143) | $ (6,358) | $ (2,992) |
Other income (expense): | |||||
Change in fair value of warrant liability | (75,400) | (75,363) | 0 | 0 | |
Total other income (expense) | (52) | 1 | (21) | ||
Net loss | (130,004) | (10,879) | (3,431) | ||
Net loss attributable to common shareholders | $ (130,004) | $ (10,879) | $ (4,653) | ||
Net loss per share attributable to Class A and Class B Common shareholders—Basic and Diluted | $ (0.96) | $ (0.10) | $ (0.04) | ||
Statement of Cash Flows [Abstract] | |||||
Net loss | $ (130,004) | $ (10,879) | $ (3,431) | ||
Adjustment to reconcile net loss to net cash used in operating activities | |||||
Change in fair value of warrants liability | 75,400 | 75,363 | $ 0 | $ 0 | |
As Previously Reported | |||||
Non-current liabilities | |||||
Total non-current liabilities | 5,439 | 5,439 | |||
Total Liabilities | 18,661 | 18,661 | |||
Stockholders' equity | |||||
Additional paid-in capital | 1,117,867 | 1,117,867 | |||
Accumulated deficit | (72,541) | (72,541) | |||
Total stockholders' equity (deficit) | 1,045,232 | 1,045,232 | |||
Other income (expense): | |||||
Total other income (expense) | (11,317) | ||||
Net loss | (54,641) | ||||
Net loss attributable to common shareholders | $ (54,641) | ||||
Net loss per share attributable to Class A and Class B Common shareholders—Basic and Diluted | $ (0.40) | ||||
Statement of Cash Flows [Abstract] | |||||
Net loss | $ (54,641) | ||||
Warrants ajustments | |||||
Non-current liabilities | |||||
Warrants liability | 138,102 | ||||
Total non-current liabilities | 138,102 | 138,102 | |||
Total Liabilities | 138,102 | 138,102 | |||
Stockholders' equity | |||||
Additional paid-in capital | (62,739) | (62,739) | |||
Accumulated deficit | (75,363) | (75,363) | |||
Total stockholders' equity (deficit) | (138,102) | (138,102) | |||
Other income (expense): | |||||
Change in fair value of warrant liability | (75,363) | ||||
Total other income (expense) | (75,363) | ||||
Net loss | (75,363) | ||||
Net loss attributable to common shareholders | $ (75,363) | ||||
Net loss per share attributable to Class A and Class B Common shareholders—Basic and Diluted | $ (0.56) | ||||
Statement of Cash Flows [Abstract] | |||||
Net loss | $ (75,363) | ||||
Adjustment to reconcile net loss to net cash used in operating activities | |||||
Change in fair value of warrants liability | 75,363 | ||||
As Restated | |||||
Non-current liabilities | |||||
Warrants liability | 138,102 | ||||
Total non-current liabilities | 143,541 | 143,541 | |||
Total Liabilities | 156,763 | 156,763 | |||
Stockholders' equity | |||||
Additional paid-in capital | 1,055,128 | 1,055,128 | |||
Accumulated deficit | (147,904) | (147,904) | |||
Total stockholders' equity (deficit) | $ 907,130 | 907,130 | $ (2,992) | ||
Other income (expense): | |||||
Change in fair value of warrant liability | (75,363) | ||||
Total other income (expense) | (86,680) | ||||
Net loss | (130,004) | ||||
Net loss attributable to common shareholders | $ (130,004) | ||||
Net loss per share attributable to Class A and Class B Common shareholders—Basic and Diluted | $ (0.96) | ||||
Statement of Cash Flows [Abstract] | |||||
Net loss | $ (130,004) | ||||
Adjustment to reconcile net loss to net cash used in operating activities | |||||
Change in fair value of warrants liability | $ 75,363 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Property Plant and Equipment Estimated Useful Lives of the Assets (Detail) | 12 Months Ended |
Dec. 31, 2020 | |
Minimum [Member] | Tooling | |
Property Plant And Equipment Estimated Useful Lives Of Assets [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Minimum [Member] | Machinery and equipment | |
Property Plant And Equipment Estimated Useful Lives Of Assets [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Minimum [Member] | Furniture and fixtures | |
Property Plant And Equipment Estimated Useful Lives Of Assets [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Minimum [Member] | IT hardware and software | |
Property Plant And Equipment Estimated Useful Lives Of Assets [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Maximum [Member] | Tooling | |
Property Plant And Equipment Estimated Useful Lives Of Assets [Line Items] | |
Property, Plant and Equipment, Useful Life | 8 years |
Maximum [Member] | Machinery and equipment | |
Property Plant And Equipment Estimated Useful Lives Of Assets [Line Items] | |
Property, Plant and Equipment, Useful Life | 15 years |
Maximum [Member] | Furniture and fixtures | |
Property Plant And Equipment Estimated Useful Lives Of Assets [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Maximum [Member] | IT hardware and software | |
Property Plant And Equipment Estimated Useful Lives Of Assets [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Business Combination and Reca_2
Business Combination and Recapitalization - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Oct. 29, 2020 | Dec. 31, 2020 |
Common stock par or Stated value per share | $ 0.00001 | $ 0.00001 |
Aggregate Consideration for the Business Combination | $ 1,800 | |
No of Shares issued under Business Combination | 179,192,713 | |
Business combination direct and incremental Expense | $ 72.5 | |
Business combination contingent obligations paid | $ 2.4 | |
General and Administrative Expense [Member] | ||
Business combination direct and incremental Expense | $ 1.5 | |
Common Stock [Member] | Spartan Energy Acquisition Corp [Member] | ||
Business combination share price | $ 10 | |
PIPE Investor [Member] | Spartan Energy Acquisition Corp [Member] | ||
Stock issued during period shares new Shares | 50,000,000 | |
Common stock par or Stated value per share | $ 10 | |
Proceeds from issuance of common stock | $ 500 | |
PIPE Investor [Member] | Common Stock [Member] | Spartan Energy Acquisition Corp [Member] | ||
Stock issued during period shares new Shares | 50,000,000 | |
Legacy Fisker Class A common stock [Member] | ||
Common stock par or Stated value per share | $ 0.01000 | |
Legacy Fisker Class A common stock [Member] | Spartan Energy Acquisition Corp [Member] | ||
Common stock par or Stated value per share | 0.00001 | |
No of Shares issued under Business Combination | 46,838,585 | |
Legacy Fisker Class B common stock [Member] | ||
Common stock par or Stated value per share | $ 0.01000 | |
Legacy Fisker Class B common stock [Member] | Spartan Energy Acquisition Corp [Member] | ||
No of Shares issued under Business Combination | 132,354,128 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Measurement of Financial Assets and Liabilities on a Recurring Basis and Level of inputs used for Measurement (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Assets, Fair Value Disclosure [Abstract] | ||
Total fair value | $ 987,728 | $ 1,731 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative liabilities – public and private warrants | 138,102 | |
Total fair value | 138,102 | 1,325 |
Embedded Derivative Financial Instruments [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Total fair value | 1,325 | |
Money Market Funds [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Total fair value | 987,728 | 1,731 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Total fair value | 987,728 | 1,731 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative liabilities – public and private warrants | 90,487 | |
Total fair value | 90,487 | |
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Total fair value | 987,728 | 1,731 |
Fair Value, Inputs, Level 3 [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative liabilities – public and private warrants | 47,615 | |
Total fair value | $ 47,615 | 1,325 |
Fair Value, Inputs, Level 3 [Member] | Embedded Derivative Financial Instruments [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Total fair value | $ 1,325 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($)shares | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Business Acquisition Triggered For Conversion Of Outstanding Principal Amount Of Bridge Notes | $ | $ 10 |
Business Acquisition Triggered For Conversion Of Outstanding Principal Amount Of Convertible Equity Security | $ | $ 50 |
Class A Common Stock | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Business Acquisition Triggered For Conversion Shares Issued For Note Holders | shares | 1,361,268 |
Business Acquisition Triggered For Conversion Shares Issued For Convertible Equity Security Holders | shares | 5,882,352 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary Of Quantitative Information Regarding Fair Value Measurements (Detail) | Oct. 29, 2020shares$ / shares | Dec. 31, 2020shares$ / shares | Dec. 31, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Expected warrant term | 6 years 3 months 18 days | 6 years 3 months 18 days | ||
Risk-free interest rate | 0.50% | 2.00% | ||
Dividend yield | 0.00% | 0.00% | ||
Monte Carlo simulation number of iterations | shares | 100,000 | 100,000 | ||
Negotiated discount | [1] | 7.00% | 7.00% | |
Measurement Input, Share Price [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Stock price | $ 8.96 | $ 14.65 | ||
Measurement Input, Exercise Price [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Exercise price | $ 11.50 | $ 11.50 | ||
Measurement Input, Expected Term [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Expected warrant term | 5 years | 4 years 9 months 18 days | ||
Measurement Input, Price Volatility [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Volatility | 40.75% | 32.00% | ||
Measurement Input, Risk Free Interest Rate [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Risk-free interest rate | 0.38% | 0.36% | ||
Measurement Input, Expected Dividend Rate [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Dividend yield | 0.00% | 0.00% | ||
[1] | "Negotiated discount" is an estimated marketability discount assuming a market participant would negotiate a discount by referring to the quoted price for a public warrant. |
Fair value measurements - Sch_2
Fair value measurements - Schedule of Changes in Level 3 Liability Measured at Fair Value (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Merger recapitalization | $ 11,020 |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning Balance | 1,325 |
Merger recapitalization | 21,715 |
Issuance of convertible equity security | 50,000 |
Change in fair value | 35,953 |
Settlement of bridge notes and convertible equity security | (63,312) |
Ending Balance | 47,615 |
Fair Value, Inputs, Level 3 [Member] | Private Warrants Derivative Liability [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Merger recapitalization | 21,715 |
Change in fair value | 25,900 |
Ending Balance | 47,615 |
Fair Value, Inputs, Level 3 [Member] | Convertible Equity Security [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Issuance of convertible equity security | 50,000 |
Change in fair value | 9,647 |
Settlement of bridge notes and convertible equity security | (59,647) |
Fair Value, Inputs, Level 3 [Member] | Embedded Derivatives In Bridge Notes [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning Balance | 1,325 |
Change in fair value | 406 |
Settlement of bridge notes and convertible equity security | (3,665) |
Fair Value, Inputs, Level 3 [Member] | Bridge Notes [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Issuance of bridge notes | 1,934 |
Fair Value, Inputs, Level 3 [Member] | Bridge Notes [Member] | Embedded Derivatives In Bridge Notes [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Issuance of bridge notes | $ 1,934 |
Prepaid expenses and other cu_3
Prepaid expenses and other current assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid insurance | $ 7,481 | $ 0 |
Other prepaid expenses and other current assets | 1,596 | 18 |
Total | $ 9,077 | $ 18 |
Intangible asset - Summary of I
Intangible asset - Summary of Intangible Assets (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 8 years | |
Gross Carrying Amount | $ 58,041,000 | |
Accumulated Amortization | 0 | |
Net | $ 58,041,000 | $ 0 |
Capitalized cost for development and manufacturing | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 8 years | |
Gross Carrying Amount | $ 58,041,000 | |
Accumulated Amortization | 0 | |
Net | $ 58,041,000 |
Intangible asset - Additional I
Intangible asset - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 0 | |
Amortization Period | 8 years | |
Intangible assets, Net | $ 58,041,000 | $ 0 |
Property and Equipment, net - S
Property and Equipment, net - Summary of Property And Equipment, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 1,043 | $ 116 |
Less: Accumulated depreciation and amortization | (98) | (51) |
Property and equipment, net | 945 | 65 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 130 | 0 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 67 | 45 |
IT hardware and software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 820 | 12 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 26 | $ 59 |
Property and Equipment, net - A
Property and Equipment, net - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and Amortization | $ 0.1 | $ 0.1 | $ 0.1 |
Leases - Summary of Information
Leases - Summary of Information Regarding Lease Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Assets: | ||
Operating lease right-of-use assets | $ 2,548 | $ 135 |
Liabilities: | ||
Operating Lease—Current | 655 | 144 |
Operating Lease—Long term | $ 1,912 | $ 0 |
Leases - Summary of Lease Relat
Leases - Summary of Lease Related Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Lease costs: | ||
Operating lease expense | $ 274 | $ 137 |
Short-term lease expense | 29 | 12 |
Total lease costs | $ 303 | $ 149 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related to Leases (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows used by operating leases | $ 175 | $ 142 |
Non-cash activity: | ||
ROU asset obtained in exchange for lease obligations | $ 2,636 | $ 265 |
Weighted average remaining lease term (in years) | 3 years 1 month 6 days | 1 year |
Weighted average discount rate | 5.35% | 3.20% |
Leases - Summary of Maturity An
Leases - Summary of Maturity Analysis of Operating Lease Liability (Detail) $ in Thousands | Dec. 31, 2020USD ($) |
Leases [Abstract] | |
Year Ending December 31, 2021 | $ 650 |
Year Ending December 31, 2022 | 702 |
Year Ending December 31, 2023 | 667 |
Year Ending December 31, 2024 | 392 |
Year Ending December 31, 2025 | 304 |
Thereafter | 169 |
Total | 2,884 |
Less present value discount | 317 |
Operating Lease, Liability | $ 2,567 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Right-of-use asset, net | $ 2,548 | $ 135 |
Operating Lease, Liability | $ 2,567 | |
Lease Renewal Term | 1 year 60 days | |
Lessee Operating Lease, Fair Market Value Of Comparble Rent Percentage | 95.00% |
Accrued Expenses - Summary of C
Accrued Expenses - Summary of Components of Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Total accrued expenses | $ 7,408 | $ 928 |
Accrued payroll [Member] | ||
Total accrued expenses | 686 | 85 |
Accrued professional fees [Member] | ||
Total accrued expenses | 468 | 39 |
Accrued other [Member] | ||
Total accrued expenses | 254 | 12 |
Accrued interest [Member] | ||
Total accrued expenses | 42 | |
Accrued legal [Member] | ||
Total accrued expenses | $ 6,000 | $ 750 |
Customer Deposits - Summary of
Customer Deposits - Summary of Customer Deposits (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deposit Liabilities Disclosure [Line Items] | ||
Customer deposits | $ 3,527 | $ 946 |
Customer reservation deposits [Member] | ||
Deposit Liabilities Disclosure [Line Items] | ||
Customer deposits | 2,773 | 467 |
Customer SUV option [Member] | ||
Deposit Liabilities Disclosure [Line Items] | ||
Customer deposits | $ 754 | $ 479 |
Founders Demand Note - Addition
Founders Demand Note - Additional Information (Detail) - HF Holdco LLC [Member] - USD ($) | Dec. 31, 2020 | May 31, 2020 | Dec. 31, 2019 |
Founders Demand Note [Line Items] | |||
Issuance of notes | $ 250,000 | ||
Demand Note [Member] | |||
Founders Demand Note [Line Items] | |||
Advance in the form of notes | $ 250,000 | ||
Bridge Notes [Member] | |||
Founders Demand Note [Line Items] | |||
Issuance of notes | $ 250,000 |
Bridge Notes Payable - Summary
Bridge Notes Payable - Summary of Aggregate Values recorded for the Bridge Notes (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Notes Payable, Noncurrent [Abstract] | ||
Principle | $ 9,991 | $ 4,094 |
Embedded derivative | 3,180 | 1,245 |
Unamortized discounts and fees | (3,971) | (1,760) |
Net carrying amount | 9,200 | 3,579 |
Principle | 4,099 | |
Embedded derivative | 1,325 | |
Unamortized discounts and fees | (1,627) | |
Net carrying amount | $ 0 | $ 3,797 |
Bridge Notes Payable - Addition
Bridge Notes Payable - Additional Information (Detail) - USD ($) $ in Millions | Oct. 29, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Bridge Notes Payable [Line Items] | |||
Long term debt principal amount carrying value | $ 0 | $ 4.1 | |
Embedded Derivative Change In Fair Value Of Embedded Derivative Other Expense | $ 0.4 | ||
Noncash or Part Noncash Acquisition, Debt Assumed | $ 10 | ||
Class A Common Stock | |||
Bridge Notes Payable [Line Items] | |||
Noncash or Part Noncash Acquisition, Shares Issued | 1,361,268 | ||
Special Purpose Acquisition Corporation Transaction [Member] | Class A Common Stock | |||
Bridge Notes Payable [Line Items] | |||
Percentage Of Debt Conversion Convertible Instrument Into Per Share price | 75.00% | ||
Interest Expense [Member] | |||
Bridge Notes Payable [Line Items] | |||
Accreation of Debt Discount | $ 1.3 | ||
Minimum [Member] | |||
Bridge Notes Payable [Line Items] | |||
Embedded Derivative, Fair Value of Embedded Derivative Liability | 1.2 | ||
Maximum [Member] | |||
Bridge Notes Payable [Line Items] | |||
Embedded Derivative, Fair Value of Embedded Derivative Liability | $ 3.2 |
Temporary Equity and Founders_3
Temporary Equity and Founders Convertible Preferred Stock - Summary of Conversion of Preferred Stock (Detail) | Oct. 29, 2020shares | Dec. 31, 2020shares | Dec. 31, 2019shares |
Schedule Of Conversion Of Preferred Stock [Line Items] | |||
Convertible Preferred Stock Conversion Ratio | 2.7162 | ||
Series A Convertible Preferred stock [Member] | |||
Schedule Of Conversion Of Preferred Stock [Line Items] | |||
Convertible Preferred Stock, Shares Issued upon Conversion | 6,252,530 | ||
Convertible Preferred Stock Conversion Ratio | 2.7162 | ||
Temporary Equity, Shares Outstanding | 16,983,241 | 0 | 16,983,241 |
Series B Convertible Preferred stock [Member] | |||
Schedule Of Conversion Of Preferred Stock [Line Items] | |||
Convertible Preferred Stock, Shares Issued upon Conversion | 1,386,370 | ||
Convertible Preferred Stock Conversion Ratio | 2.7162 | ||
Temporary Equity, Shares Outstanding | 3,765,685 | 0 | 3,765,685 |
Founder Convertible Preferred Stock [Member] | |||
Schedule Of Conversion Of Preferred Stock [Line Items] | |||
Convertible Preferred Stock, Shares Issued upon Conversion | 10,000,000 | ||
Convertible Preferred Stock Conversion Ratio | 2.7162 | ||
Temporary Equity, Shares Outstanding | 27,162,191 | 0 | 27,162,191 |
Convertible Common Stock [Member] | |||
Schedule Of Conversion Of Preferred Stock [Line Items] | |||
Convertible Preferred Stock, Shares Issued upon Conversion | 17,638,900 | ||
Temporary Equity, Shares Outstanding | 47,911,117 |
Temporary Equity and Founders_4
Temporary Equity and Founders Convertible Preferred Stock - Additional Information (Detail) | 12 Months Ended | |
Dec. 31, 2020$ / shares | Oct. 29, 2020$ / shares | |
Temporary Equity [Line Items] | ||
Convertible Preferred Stock Conversion Ratio | 2.7162 | |
Common stock par value | $ 0.00001 | $ 0.00001 |
Class B Common Stock | ||
Temporary Equity [Line Items] | ||
Adjustments To Preferred Stock Convertible Conversion Price | 0.10 | |
Common stock par value | $ 0.01000 |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) - Summary of Common Stock Outstanding (Detail) - shares | Dec. 31, 2020 | Dec. 31, 2019 |
Legacy Fisker Class A common stock outstanding [Member] | ||
Shares | 20,959,789 | |
Percentage | 14.50% | |
Bridge Notes [Member] | ||
Shares | 1,361,268 | |
Percentage | 0.90% | |
Convertible Equity Security [Member] | ||
Shares | 5,882,352 | |
Percentage | 4.10% | |
Post-combination warrant exercises [Member] | ||
Shares | 8,387 | |
Percentage | 0.00% | |
Post-combination stock option exercises [Member] | ||
Shares | 153,451 | |
Percentage | 0.10% | |
Spartan Public Stockholders and Founders [Member] | ||
Shares | 66,547,115 | |
Percentage | 45.90% | |
PIPE Shares [Member] | ||
Shares | 50,000,000 | |
Percentage | 34.50% | |
Total Class A common stock [Member] | ||
Shares | 144,912,362 | 210,863 |
Percentage | 100.00% | |
Legacy Fisker Class B common stock outstanding [Member] | ||
Shares | 132,354,128 | |
Percentage | 100.00% | |
Total Class B common stock [Member] | ||
Shares | 132,354,128 | 105,191,937 |
Percentage | 100.00% |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit) - Schedule of Warrants Accounted as Awards to Non Employees Measured on Performance Conditions that are Evaluated for Achievement (Detail) | Dec. 31, 2020shares |
Schedule Of Warrants Accounted As Awards To Non Employees Measured On Performance Conditions That Are Evaluated For Achievement [Line Items] | |
Number of Warrants that Vest Upon Achievement | 19,474,454 |
Achievement of the preliminary production specification [Member] | |
Schedule Of Warrants Accounted As Awards To Non Employees Measured On Performance Conditions That Are Evaluated For Achievement [Line Items] | |
Percentage of Warrants that Vest Upon Achievement | 33.30% |
Number of Warrants that Vest Upon Achievement | 6,484,993 |
Achievement of the target agreement [Member] | |
Schedule Of Warrants Accounted As Awards To Non Employees Measured On Performance Conditions That Are Evaluated For Achievement [Line Items] | |
Percentage of Warrants that Vest Upon Achievement | 33.30% |
Number of Warrants that Vest Upon Achievement | 6,484,993 |
Start of pre-serial production [Member] | |
Schedule Of Warrants Accounted As Awards To Non Employees Measured On Performance Conditions That Are Evaluated For Achievement [Line Items] | |
Percentage of Warrants that Vest Upon Achievement | 33.40% |
Number of Warrants that Vest Upon Achievement | 6,504,468 |
Stockholders' Equity (Deficit_4
Stockholders' Equity (Deficit) - Schedule of Stockholders Equity Note Warrants or Rights Fair Value of Vested Warrants (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Warrants, Fair value | $ 174,297 |
Warrants, Capitalized | 58,041 |
Milestone A [Member] | |
Warrants, Fair value | 58,041 |
Warrants, Capitalized | 58,041 |
Milestone B [Member] | |
Warrants, Fair value | 58,041 |
Milestone C [Member] | |
Warrants, Fair value | $ 58,215 |
Stockholders' Equity (Deficit_5
Stockholders' Equity (Deficit) - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Oct. 29, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 09, 2018 |
Class of Stock [Line Items] | ||||
Common stock par value | $ 0.00001 | $ 0.00001 | ||
Preferred stock, shares authorized | 15,000,000 | 15,000,000 | ||
Preferred stock, par value | $ 0.01000 | |||
Preferred stock, issued | 0 | 0 | ||
Preferred stock, outstanding | 0 | 0 | ||
Class of warrants or rights number of days after which the warrants are exercisable | 30 days | |||
Class of warrants or rights term | 5 years | |||
Warrants for redemption, description | The Company may redeem the outstanding warrants in whole and not in part at a price of $0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last sale price of theCompany’s common stock equals or exceeds $18.00 per share for any 20-trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. | |||
Share price | $ 5.29 | $ 1.41 | ||
Prospective Warrant Redemption [Member] | ||||
Class of Stock [Line Items] | ||||
Class of warrant or rights redemption price per unit | $ 0.01 | |||
Minimum notice period to be given to warrant holders prior to redemption | 30 days | |||
Threshold trading days for determining the share price | 20 days | |||
Threshold consecutive trading days for determining the share price | 30 days | |||
Triggering Share Price [Member] | Prospective Warrant Redemption [Member] | ||||
Class of Stock [Line Items] | ||||
Share price | $ 18 | |||
Publicly Traded Warrants [Member] | ||||
Class of Stock [Line Items] | ||||
Shares of preferred stock or warrants for common stock issued | 27,760,000 | |||
Public and Private Warrant [Member] | ||||
Class of Stock [Line Items] | ||||
Class of Warrants or rights outstanding | 27,751,587 | |||
Magna Warrants [Member] | ||||
Class of Stock [Line Items] | ||||
Class of warrant or right number of warrants granted | 19,474,454 | |||
Class of warrant or right exercise price | $ 0.01 | |||
Proportion of equity ownership interest in subsidiary | 6.00% | |||
Exercise vested warrants expire date | Oct. 29, 2030 | |||
Capitalized costs incurred on intangible assets represents Future Economic Benefit | $ 58 | |||
Magna Warrants [Member] | Warrant [Member] | ||||
Class of Stock [Line Items] | ||||
Fair value of each warrant, exercise price | $ 0.01 | |||
Private Placement [Member] | ||||
Class of Stock [Line Items] | ||||
Shares of preferred stock or warrants for common stock issued | 19,474,454 | |||
Private Warrants [Member] | ||||
Class of Stock [Line Items] | ||||
Class of warrants or rights lock in period | 30 days | |||
Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock par value | $ 0.01000 | |||
Common stock, authorized | 750,000,000 | 750,000,000 | ||
Common stock, outstanding | 144,912,362 | 210,863 | ||
Sale of share per unit | $ 11.50 | |||
Class of warrant or right number of securities exercised in period | 8,387 | |||
Unrecognized proceeds from issuance of warrants | $ 0.1 | |||
Class A Common Stock | Magna Warrants [Member] | Measurement Input, Share Price [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, measurement date stock price | $ 8.96 | |||
Common Stock [Member] | Public and Private Warrant [Member] | ||||
Class of Stock [Line Items] | ||||
Class of Warrants or rights outstanding | 27,760,000 | |||
Class B Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock par value | $ 0.01000 | |||
Common stock, authorized | 150,000,000 | 150,000,000 | ||
Common stock, outstanding | 132,354,128 | 105,191,937 | ||
Spartan Energy Acquisition Corp [Member] | ||||
Class of Stock [Line Items] | ||||
Class of Warrants or rights outstanding | 47,074,454 | |||
Spartan Energy Acquisition Corp [Member] | PIPE Investor [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock par value | $ 10 | |||
Stock issued during period shares new Shares | 50,000,000 | |||
Spartan Energy Acquisition Corp [Member] | Private Placement [Member] | ||||
Class of Stock [Line Items] | ||||
Class of Warrants or rights outstanding | 9,360,000 | |||
Spartan Energy Acquisition Corp [Member] | Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock par value | $ 0.00001 | |||
Common stock, outstanding | 144,750,524 |
Convertible equity security - A
Convertible equity security - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Oct. 29, 2020 | Jul. 07, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | |||||
Debt Instrument, Convertible, Stock Price Trigger | $ 85 | ||||
Converted Instrument, Amount | $ 1,400,000 | $ 11,487 | |||
Debt Conversion, Original Debt, Amount | $ 50,000 | ||||
Change in fair value of convertible equity security | (9,647) | $ 0 | $ 0 | ||
Gain (Loss) on Derivative Instruments [Member] | |||||
Debt Instrument [Line Items] | |||||
Change in fair value of convertible equity security | $ 9,600 | ||||
Class A Common Stock | |||||
Debt Instrument [Line Items] | |||||
Debt Conversion, Converted Instrument, Shares Issued | 5,882,352 | 1,361,268 | |||
Convertible Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Face Amount | $ 50,000 |
Earnings (Loss) Per Share - Sum
Earnings (Loss) Per Share - Summary of computation of basic and diluted loss (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator: | |||
Net loss | $ (130,004) | $ (10,879) | $ (3,431) |
Deemed dividend attributable to preferred stock | 0 | 0 | (1,222) |
Net loss attributable to common shareholders | $ (130,004) | $ (10,879) | $ (4,653) |
Denominator: | |||
Weighted Average Number of Shares Outstanding, Basic | 135,034,921 | 105,343,914 | 105,238,482 |
Weighted average Class A and Class B common shares outstanding- Diluted | 135,034,921 | 105,343,914 | 105,238,482 |
Net loss per share attributable to Class A and Class B Common shareholders- Basic | $ (0.96) | $ (0.10) | $ (0.04) |
Net loss per share attributable to Class A and Class B Common shareholders- Diluted | $ (0.96) | $ (0.10) | $ (0.04) |
Class A Common Stock | |||
Denominator: | |||
Weighted Average Number of Shares Outstanding, Basic | 25,167,525 | 151,977 | 46,545 |
Class B Common Stock | |||
Denominator: | |||
Weighted Average Number of Shares Outstanding, Basic | 109,867,396 | 105,191,937 | 105,191,937 |
Earnings (Loss) Per Share - S_2
Earnings (Loss) Per Share - Summary of common shares outstanding (Detail) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 52,906,676 | 66,108,178 |
Series A Convertible Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 16,983,241 | |
Series B Convertible Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,765,685 | |
Founders Convertible Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 27,162,191 | |
Bridge notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 880,334 | |
Stock options and warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 52,906,676 | 17,316,727 |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 29, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 24,097,751 | ||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 0 | ||
Minimum Estimated Fair Value Percentage Of Exercise Price On Date Of Grant | 100.00% | ||
Minimum Percentage Of Shareholders | 10.00% | ||
Estimated Fair Value Percentage Of Exercise Price On Date Of Grant | 110.00% | ||
Share-based Payment Award, Expiration Period | 10 years | ||
Options, Outstanding, Intrinsic Value | $ 262,000 | ||
Options, Exercisable, Intrinsic Value | 241,000 | ||
Options, Exercises in Period, Intrinsic Value | $ 541,592 | $ 152,392 | |
Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 14.65 | $ 0.80 | |
Compensation Cost Not Yet Recognized Stock Options | $ 8,200 | ||
Employee Stock Purchase Plan [Member] | Share-based Payment Arrangement, Option [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Compensation Cost Not Yet Recognized Period For Recognition | 3 years 4 months 24 days | ||
Class A Common Stock | 2020 Equity Incentive Plan [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 24,097,751 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 47,698,163 | ||
Class A Common Stock | Employee Stock Purchase Plan [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 3,213,034 |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of stock option activity (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares Available For Grant, Balance Beginning | 6,437,135 | 6,009,669 | |
Shares Available For Grant, Granted | (2,765,167) | (180,877) | |
Shares Available For Grant, Forfeited | 1,204,348 | 608,343 | |
Shares Available For Grant, Balance Ending | 28,974,067 | 6,437,135 | 6,009,669 |
Shares Available For Grant, Shares added to Plan | 24,097,751 | ||
Options, Balance Beginning | 17,316,727 | 17,861,966 | |
Options, Granted | 2,765,167 | 180,877 | |
Options, Exercised | (153,451) | (117,773) | |
Options, Forfeited | (1,204,348) | (608,343) | |
Options, Balance Ending | 18,724,096 | 17,316,727 | 17,861,966 |
Weighted Average Exercise Price, Balance Beginning | $ 0.09 | $ 0.08 | |
Weighted Average Exercise Price, Granted | 5.29 | 1.12 | |
Weighted Average Exercise Price, Exercised | 0.55 | 0.07 | |
Weighted Average Exercise Price, Forfeited | 2.66 | 0.27 | |
Weighted Average Exercise Price, Balance Ending | $ 0.69 | $ 0.09 | $ 0.08 |
Weighted Average Contractual Term | 6 years 6 months | 7 years 2 months 12 days | 8 years 2 months 12 days |
Stock Based Compensation - Su_2
Stock Based Compensation - Summary of additional information regarding stock options exercisable (Detail) - Exercise Price Range One [Member] | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price Range Lower Range Limit | $ 0.06 |
Exercise Price Range Upper Range Limit | $ 17.44 |
Number | shares | 16,562,577 |
Weighted Average Exercise Price | $ 0.69 |
Weighted Average Contractual Term | 6 years 2 months 12 days |
Stock Based Compensation - Su_3
Stock Based Compensation - Summary of Share-based Payment Award, Stock Options, Valuation Assumptions (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 3 months 18 days | 6 years 3 months 18 days |
Volatility, Minimum | 90.00% | |
Volatility, Maximum | 122.00% | 83.70% |
Dividend yield | 0.00% | 0.00% |
Risk-free interest rate | 0.50% | 2.00% |
Common stock price | $ 5.29 | $ 1.41 |
Stock Based Compensation - Su_4
Stock Based Compensation - Summary of Stock-based compensation expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based Payment Arrangement, Expense | $ 711 | $ 85 | $ 60 |
General and administrative expense | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based Payment Arrangement, Expense | 377 | 30 | 29 |
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based Payment Arrangement, Expense | $ 334 | $ 55 | $ 31 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Expense Attributable to Loss from Continuing Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Valuation allowance [Member] | ||
Summary Of Income Tax Expense Attributable To Loss From Continuing Operations [Line Items] | ||
Deferred | $ 8,011 | $ 3,119 |
Total | 8,011 | 3,119 |
U.S. operations [Member] | ||
Summary Of Income Tax Expense Attributable To Loss From Continuing Operations [Line Items] | ||
Deferred | (8,011) | (3,119) |
Total | $ (8,011) | $ (3,119) |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | |||
Net operating loss carryforwards | $ 13,448 | $ 5,540 | |
Tax credits | 994 | 672 | |
Lease liability | 579 | 40 | |
Other | 120 | 396 | |
Total gross deferred income tax assets | 15,141 | 6,648 | |
Deferred tax liabilities: | |||
ROU asset | (579) | (41) | |
Other | (56) | ||
Total gross deferred income tax liabilities | (579) | (97) | |
Deferred tax asset, net of allowance | 14,562 | 6,551 | |
Valuation allowance | (14,562) | (6,551) | $ (3,432) |
Net deferred income tax assets | $ 0 | $ 0 |
Income Taxes - Summary of Valu
Income Taxes - Summary of Valuation Allowance (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Valuation Allowance [Abstract] | ||
Beginning of the year | $ 6,551 | $ 3,432 |
Increase—income tax benefit | 8,011 | 3,119 |
End of the year | $ 14,562 | $ 6,551 |
Income Taxes - Summary of Effec
Income Taxes - Summary of Effective Income Tax Rate Reconciliation Percent (Detail) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Expected federal income tax benefit | 21.00% | 21.00% |
State taxes net of federal benefit | (0.70%) | 6.70% |
Tax credits | 0.10% | 1.70% |
Valuation allowance | (6.20%) | (28.70%) |
Fair value of derivatives | (13.80%) | 0.00% |
Other | (0.40%) | (0.70%) |
Income tax provision (benefit) | 0.00% | 0.00% |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Uncertainties [Abstract] | ||
Beginning of the year | $ 100 | $ 0 |
Increase—current year positions | 129 | 100 |
End of the year | $ 229 | $ 100 |
Income taxes - Additional Infor
Income taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Loss Carryforwards [Line Items] | |||
Increase in change in the valuation allowance | $ 8,011 | $ 3,119 | |
Net operating loss carryforwards, federal | 59,000 | ||
Net operating loss carryforwards, state | $ 17,000 | ||
Deferred tax assets, operating loss carryforwards expiration period | 5 years | ||
Percentage of taxable income limitation | 80.00% | ||
Deferred tax assets, operating loss carryforwards expiration year | 2036 | ||
Unrecognized tax benefits | $ 229 | $ 100 | $ 0 |
Income tax examination, liability (refund) | 0 | ||
Federal [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Deferred tax assets, tax credit carryforwards, research | $ 683,000 | ||
Deferred tax assets, tax credit carryforwards, research expiration year | 2036 | ||
Year under examination | 2016 | ||
State [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Deferred tax assets, tax credit carryforwards, research | $ 663,000 | ||
Year under examination | 2016 |
Related Party Transactions - Ad
Related Party Transactions - Additional Infornation (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | Jul. 31, 2019 |
Roderick K Randall [Member] | |||
Related Party Transactions (Textual) | |||
Debt Instrument Face Amount | $ 220,000 | $ 100,000 | |
Notes Payable Related Parties | $ 100,000 | ||
Accrued Interest Related Party | 2,068 | ||
HF Holdco LLC [Member] | |||
Related Party Transactions (Textual) | |||
Debt Instrument Face Amount | 250,000 | ||
Accrued Interest Related Party | $ 2,057 |
Non-Cash Transactions - Additio
Non-Cash Transactions - Additional Information (Details) - USD ($) $ in Thousands | Oct. 29, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Number Of Warrants Issued During The Period | |||
Operating Lease, Right-of-Use Asset | $ 2,548 | $ 135 | |
Operating Lease, Liability | $ 2,567 | ||
Noncash or Part Noncash Acquisition, Debt Assumed | $ 10,000 | ||
Number Of Warrants Issued During The Period | 8,387 | ||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 58,041 | ||
Public and Private Warrant [Member] | |||
Number Of Warrants Issued During The Period | |||
Business combination warrant liability recognized | $ 62,700 | ||
Class A Common Stock | |||
Number Of Warrants Issued During The Period | |||
Noncash or Part Noncash Acquisition, Shares Issued | 1,361,268 | ||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 | ||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 100 | ||
Accounting Standards Update 2016-02 [Member] | |||
Number Of Warrants Issued During The Period | |||
Operating Lease, Right-of-Use Asset | $ 2,500 | ||
Operating Lease, Liability | $ 2,600 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 01, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 19, 2021 | Oct. 29, 2020 | Aug. 09, 2018 |
Subsequent Event [Line Items] | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 | ||||
Spartan Energy Acquisition Corp [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Class of Warrant or Right, Outstanding | 47,074,454 | |||||
Spartan Energy Acquisition Corp [Member] | Private Placement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Class of Warrant or Right, Outstanding | 9,360,000 | |||||
Class A Common Stock | ||||||
Subsequent Event [Line Items] | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.01000 | |||||
Number of warrants exercised | 8,387 | |||||
Stock issued during period Shares Coversion of convertible securities | 5,882,352 | |||||
Class A Common Stock | Spartan Energy Acquisition Corp [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Class Of Warrant Or Right Redemption Price Of Warrants Or Rights1 | $ 0.01 | |||||
Class of warrant or exercise price of warrants or rights | 11.50 | |||||
Common Stock Price Surrender For Exercise Of Warrants Per Warrant | $ 0.5046 | |||||
Proceeds from Issuance of Warrants | $ 89 | |||||
Class Of Warrant Or Right Number Of Securities Of Warrants Or Rights Exercised | 7,741,787 | |||||
Class of Warrant or Right, Outstanding | 10,658,187 | |||||
Subsequent Event [Member] | Spartan Energy Acquisition Corp [Member] | Private Placement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of warrants exercised | 9,360,000 | |||||
Subsequent Event [Member] | Common Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Non Cash Or Part Non Cash Acquisition Equity Consideration Share Price Received For Warrant Surrendered Exercise Price | $ 0.4954 | |||||
Stock issued during period Shares Coversion of convertible securities | 4,907,329 | |||||
Subsequent Event [Member] | Class A Common Stock | Warrants and Rights Subject to Mandatory Redemption [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.00001 |