Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 27, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Transition Report | false | ||
Entity File Number | 001-39160 | ||
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 | ||
Title of 12(b) Security | Class A Common Stock, par value of $0.00001 per share | ||
Trading Symbol | FSR | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,392 | ||
Documents Incorporated by Reference | Part III incorporates by reference certain information from the registrant’s definitive proxy statement (the “Proxy Statement”) relating to its 2023 Annual Meeting of Stockholders. The Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. | ||
Entity Central Index Key | 0001720990 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 187,655,512 | ||
Class B Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 132,354,128 |
Audit Information
Audit Information | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2020 | |
Audit Information [Abstract] | ||
Auditor Name | PricewaterhouseCoopers LLP | Deloitte & Touche LLP |
Auditor Location | Los Angeles, California | Los Angeles, California |
Auditor Firm ID | 238 | 34 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 736,549 | $ 1,202,439 |
Prepaid expenses and other current assets | 91,765 | 30,423 |
Equity investment | 3,140 | 0 |
Total current assets | 831,454 | 1,232,862 |
Non-current assets: | ||
Property and equipment, net | 387,137 | 85,643 |
Intangible asset | 246,922 | 231,525 |
Right-of-use asset, net | 33,424 | 18,285 |
Other non-current assets | 16,489 | 24,637 |
Total non-current assets | 683,972 | 360,090 |
TOTAL ASSETS | 1,515,426 | 1,592,952 |
Current liabilities: | ||
Accounts payable | 58,871 | 28,143 |
Accrued expenses | 264,925 | 79,634 |
Lease liabilities | 7,085 | 4,552 |
Total current liabilities | 330,881 | 112,329 |
Non-current liabilities: | ||
Customer deposits | 15,334 | 6,300 |
Lease liabilities | 27,884 | 14,933 |
Convertible senior notes | 660,822 | 659,348 |
Total non-current liabilities | 704,040 | 680,581 |
Total Liabilities | 1,034,921 | 792,910 |
COMMITMENTS AND CONTINGENCIES (Note 19) | ||
Stockholders’ equity (deficit): | ||
Preferred stock, $0.00001 par value; 15,000,000 shares authorized; no shares issued and outstanding as of December 31, 2022 and 2021 | 0 | 0 |
Additional paid-in capital | 1,650,196 | 1,419,284 |
Accumulated deficit | (1,166,741) | (619,245) |
Receivable for "At-the-market" offering | (2,953) | 0 |
Total stockholders’ equity | 480,505 | 800,042 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 1,515,426 | 1,592,952 |
Class A Common Stock | ||
Stockholders’ equity (deficit): | ||
Common stock | 2 | 2 |
Class B Common Stock | ||
Stockholders’ equity (deficit): | ||
Common stock | $ 1 | $ 1 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized (in shares) | 15,000,000 | 15,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, authorized (in shares) | 750,000,000 | 750,000,000 |
Common stock, issued (in shares) | 187,599,812 | 164,377,306 |
Common stock, outstanding (in shares) | 187,599,812 | 164,377,306 |
Class B Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, authorized (in shares) | 150,000,000 | 150,000,000 |
Common stock, issued (in shares) | 132,354,128 | 132,354,128 |
Common stock, outstanding (in shares) | 132,354,128 | 132,354,128 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Revenue | $ 342 | $ 106 | $ 0 |
Costs of goods sold | 263 | 88 | 0 |
Gross margin | 79 | 18 | 0 |
Operating costs and expenses: | |||
Selling, general and administrative | 106,417 | 42,398 | 22,272 |
Research and development | 423,907 | 286,856 | 21,052 |
Total operating costs and expenses | 530,324 | 329,254 | 43,324 |
Loss from operations | (530,245) | (329,236) | (43,324) |
Other income (expense): | |||
Other income (expense), net | (119) | (402) | (52) |
Interest income | 10,378 | 627 | 79 |
Interest expense | (18,426) | (6,546) | (1,610) |
Change in fair value of derivatives | 0 | (138,436) | (85,417) |
Unrealized loss recognized on equity securities | (6,860) | 0 | 0 |
Foreign currency gain (loss) | (2,039) | 2,667 | 320 |
Total other expense | (17,066) | (142,090) | (86,680) |
Loss before income taxes | (547,311) | (471,326) | (130,004) |
Provision for income taxes | (185) | (15) | 0 |
Net loss attributable to common shareholders | $ (547,496) | $ (471,341) | $ (130,004) |
Net loss per common share | |||
Net loss per share attributable to Class A and Class B Common shareholders- Basic (in dollars per share) | $ (1.80) | $ (1.61) | $ (0.96) |
Net loss per share attributable to Class A and Class B Common shareholders- Diluted (in dollars per share) | $ (1.80) | $ (1.61) | $ (0.96) |
Weighted average shares outstanding | |||
Weighted average Class A and Class B Common shares outstanding- Basic (in shares) | 303,366,068 | 292,004,136 | 135,034,921 |
Weighted average Class A and Class B Common shares outstanding- Diluted (in shares) | 303,366,068 | 292,004,136 | 135,034,921 |
Consolidated Statements of Temp
Consolidated Statements of Temporary Equity and Stockholders’ Equity (Deficit) - USD ($) $ in Thousands | Total | Preferred Stock Series A Convertible Preferred | Preferred Stock Series B Convertible Preferred | Preferred Stock Founders Convertible Preferred | Common Stock Class A Common Stock | Common Stock Class B Common Stock | Additional Paid-in Capital | Receivable For Warrant Exercises | Receivable for At-the-market Offering | Accumulated deficit |
Beginning Balance (in shares) at Dec. 31, 2019 | 16,983,241 | 3,765,685 | 27,162,191 | 210,863 | 105,191,937 | |||||
Beginning Balance at Dec. 31, 2019 | $ (17,143) | $ 4,634 | $ 6,386 | $ 0 | $ 0 | $ 1 | $ 756 | $ 0 | $ 0 | $ (17,900) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Stock-based compensation | 711 | 711 | ||||||||
Exercise of stock options (in shares) | 153,451 | |||||||||
Exercise of stock options | 87 | 87 | ||||||||
Merger recapitalization (in shares) | (16,983,241) | (3,765,685) | (27,162,191) | 20,748,926 | 27,162,191 | |||||
Merger recapitalization | 11,020 | $ (4,634) | $ (6,386) | 11,020 | ||||||
Merger recapitalization attributed to warrants liability | (62,739) | (62,739) | ||||||||
Spartan Shares Recapitalized, Net of Redemptions and Equity Issuance Costs of $72,463 (in shares) | 116,547,115 | |||||||||
Spartan Shares Recapitalized, Net of Redemptions and Equity Issuance Costs of $72,463 | 976,023 | $ 1 | 976,022 | |||||||
Conversion of Bridge Notes to Class A (in shares) | 1,361,268 | |||||||||
Conversion of Bridge Notes to Class A | 11,487 | 11,487 | ||||||||
Conversion of Convertible Security (in shares) | 5,882,352 | |||||||||
Conversion of Convertible Security | 59,647 | 59,647 | ||||||||
Exercise of warrants (in shares) | 8,387 | |||||||||
Exercise of warrants | 0 | 96 | (96) | |||||||
Recognition of Magna Warrants | 58,041 | 58,041 | ||||||||
Net loss | (130,004) | (130,004) | ||||||||
Ending Balance (in shares) at Dec. 31, 2020 | 0 | 0 | 0 | 144,912,362 | 132,354,128 | |||||
Ending Balance at Dec. 31, 2020 | 907,130 | $ 0 | $ 0 | $ 0 | $ 1 | $ 1 | 1,055,128 | (96) | 0 | (147,904) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Stock-based compensation | $ 5,622 | 5,622 | ||||||||
Exercise of stock options (in shares) | 1,532,002 | 1,656,424 | ||||||||
Exercise of stock options | $ 403 | 403 | ||||||||
Exercise of warrants (in shares) | 27,751,587 | |||||||||
Exercise of warrants | 365,080 | $ 1 | 365,464 | (385) | ||||||
Recognition of Magna Warrants | 89,477 | 89,477 | ||||||||
Net loss | (471,341) | (471,341) | ||||||||
Receivable for warrant exercises collected | 459 | 459 | ||||||||
Shares surrendered upon exercise of warrants (in shares) | (9,943,067) | |||||||||
Stock issuance costs and redemption payments | 0 | (22) | 22 | |||||||
Purchase of capped call option | (96,788) | (96,788) | ||||||||
Ending Balance (in shares) at Dec. 31, 2021 | 164,377,306 | 132,354,128 | ||||||||
Ending Balance at Dec. 31, 2021 | 800,042 | $ 2 | $ 1 | 1,419,284 | 0 | 0 | (619,245) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Stock-based compensation | $ 19,602 | 19,602 | ||||||||
Exercise of stock options (in shares) | 213,048 | 704,565 | ||||||||
Exercise of stock options | $ 592 | 592 | ||||||||
Recognition of Magna Warrants | 20,778 | 20,778 | ||||||||
Net loss | (547,496) | 0 | (547,496) | |||||||
Shares issued under "At-the-market" offering, net of stock issuance costs (in shares) | 22,517,941 | |||||||||
Shares issued under "At-the-market" offering, net of stock issuance costs | 186,987 | 189,940 | (2,953) | |||||||
Ending Balance (in shares) at Dec. 31, 2022 | 187,599,812 | 132,354,128 | ||||||||
Ending Balance at Dec. 31, 2022 | $ 480,505 | $ 2 | $ 1 | $ 1,650,196 | $ 0 | $ (2,953) | $ (1,166,741) |
Consolidated Statements of Te_2
Consolidated Statements of Temporary Equity and Stockholders’ Equity (Deficit) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2020 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Equity issuance costs | $ 72,463 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | |||
Net loss | $ (547,496) | $ (471,341) | $ (130,004) |
Reconciliation of net loss to net cash used in operating activities: | |||
Stock-based compensation | 19,602 | 5,622 | 711 |
Depreciation and amortization | 7,285 | 699 | 77 |
Amortization of right-of-use asset | 4,463 | 2,576 | 228 |
Amortization of debt discount | 1,474 | 373 | 1,610 |
Change in fair value of warrants liability | 0 | 138,436 | 75,363 |
Change in fair value of embedded derivative | 0 | 0 | 406 |
Change in fair value of convertible equity security | 0 | 0 | 9,647 |
Loss on disposal of fixed assets | 0 | 0 | 28 |
Reclassification of expensed payments made to arrangers of convertible security | 0 | 0 | 3,500 |
Unrealized loss recognized on equity securities | 6,860 | 0 | 0 |
Unrealized (gain) loss on foreign currency transactions | 3,975 | (1,469) | 34 |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other assets | (53,194) | (43,797) | (13,823) |
Accounts payable and accrued expenses | 99,578 | 66,253 | 9,213 |
Customer deposits | 9,034 | 2,773 | 2,581 |
Change in operating lease liability | (4,118) | (1,395) | 2,423 |
Net cash used in operating activities | (452,537) | (301,270) | (38,006) |
Cash Flows from Investing Activities: | |||
Acquisition of equity investment | (10,000) | 0 | 0 |
Purchase of property and equipment and intangible asset | (190,989) | (134,386) | (676) |
Net cash used in investing activities | (200,989) | (134,386) | (676) |
Cash Flows from Financing Activities: | |||
Proceeds from the issuance of bridge notes | 0 | 0 | 5,372 |
Proceeds from issuance of convertible notes | 0 | 667,500 | 0 |
Payments for debt issuance costs | 0 | (209) | 0 |
Payments made for capped call options | 0 | (96,788) | 0 |
Payments made to initial purchasers for convertible notes | 0 | (8,314) | 0 |
Proceeds from exercise of warrants | 0 | 89,023 | 0 |
Payments for stock issuance costs and redemption of unexercised warrants | 0 | (22) | 0 |
Proceeds from issuance of convertible equity security, net of issuance costs | 0 | 0 | 46,500 |
Payments to tax authorities for statutory withholding taxes | (1,562) | (9,869) | 0 |
Proceeds from recapitalization of Spartan shares, net of redemptions and issuance costs | 0 | 0 | 976,023 |
Proceeds from the exercise of stock options | 2,154 | 5,616 | 87 |
Proceeds from stock issuance under "At-the-market" offering | 190,492 | 0 | 0 |
Payments for "At-the-market" issuance costs | (3,448) | 0 | 0 |
Net cash provided by financing activities | 187,636 | 646,937 | 1,027,982 |
Net increase (decrease) in cash and cash equivalents | (465,890) | 211,281 | 989,300 |
Cash and cash equivalents, beginning of the period | 1,202,439 | 991,158 | 1,858 |
Cash and cash equivalents, end of the period | 736,549 | 1,202,439 | 991,158 |
Supplemental disclosure of cash flow information | |||
Cash paid for interest | 17,985 | 0 | 0 |
Cash paid for income taxes | $ 46 | $ 0 | $ 0 |
Overview of the Company
Overview of the Company | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Overview of the Company | 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 Holdings 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 is listed on the New York Stock Exchange under the symbols “FSR”. The Company’s warrants previously traded on the NYSE under the symbol “FSR WS” and on April 19, 2021, the NYSE filed a Form 25-NSE with respect to the warrants; the formal delisting of the warrants became effective ten days thereafter. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). For all periods presented, net loss equals comprehensive loss. 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 from the date of filing this report. As of December 31, 2022, the Company had approximately $736.5 million in cash and cash equivalents, which is unrestricted and available for Fisker's general use. The Company believes that substantial doubt about its ability to continue as a going concern does not exist as its cash on hand will be sufficient to meet its working capital and capital expenditure requirements for a period of at least twelve months from the date of the filing of this Form 10-K. Since inception, the Company has yet to generate significant revenue from its core business operations and has incurred significant accumulated losses of approximately $1.2 billion. The Company expects to continue to incur significant operating losses for the foreseeable future. The Company expects its capital expenditures and working capital requirements to increase substantially in 2023 and beyond, as it progresses toward serial production of the Fisker Ocean EV model, develop its customer support and marketing infrastructure and expand its research and development efforts. The Company may, however, need additional cash resources, including proceeds of up to $156.5 mill ion from the sale of Class A common stock under its at-the-market equity program, to fund its operations until it commences serial production levels of the Fisker Ocean and achieves a level of production and sales that provide for operating profitability. To the extent that Fisker’s current resources are insufficient to satisfy its cash requirements, the Company may need to seek additional equity or debt financing and there can be no assurance that the Company will be successful in its efforts. If the financing is not available, or if the terms of financing are less desirable than the Company expects, the Company may be forced to decrease its planned level of investment in product development or scale back its operations, including production of the Fisker Ocean, which could have an adverse impact on its business and financial prospects. Supplier Risk The Company continued nomination of suppliers with an accelerated phase during the year for engineering, development, testing, tooling and production of components for serial production of its vehicles, which will be assembled in Austria. As of December 31, 2022, these supplier contracts do not represent unconditional purchase obligations with take-or-pay or specified minimum quantities provisions with the exception of an agreement securing battery capacity for the Fisker Ocean SUV. Under the terms of the agreement, the battery supplier will deliver two different battery solutions for the Fisker Ocean SUV, with an initial battery capacity of over 5 gigawatt-hours annually, from 2023 through 2025. 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, which is unrestricted and available for Fisker's general use. Concentrations of Credit Risk and Off-balance Sheet Risk 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 sheet risk of loss. Fair Value Measurements The Company follows the accounting guidance in ASC 820, Fair Value Measurement , for its fair value measurements of financial assets and liabilities measured at fair value on a recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. 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. Long-Lived Assets 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 Shorter of their estimated life or remaining lease term Construction in progress is comprised primarily of costs incurred to construct serial production tooling located at affiliates of Magna and our suppliers. 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, including intangible assets subject to amortization, 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 The Company classifies arrangements meeting the definition of a lease as operating or financing leases, and leases are recorded on the consolidated balance sheet as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the right-of-use asset results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred. In calculating the right-of-use asset and lease liability, the Company elects to combine lease and non-lease components for all classes of assets. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election, and instead recognizes rent expense on a straight-line basis over the lease term. Current portion of the Company’s lease liability is based on lease payments due within twelve months of the balance sheet date. Variable lease payments are included in lease payments when the contingency upon which the payment is dependent is resolved. Debt Issuance Costs Direct and incremental costs, including amounts paid to initial purchasers of the Company’s convertible notes, are directly attributed to efforts to obtain debt financing are debt issuance costs. Upon issuance of debt, the carrying value is the principal amount of debt reduced by any debt issuance costs. Debt issuance costs are attributed to interest expense and accreted over the expected term of the debt using the effective interest rate method. 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. The Company applies significant judgment to identify and evaluate complex terms and conditions in its contracts and agreements to determine whether embedded derivatives exist. 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. The Company enters into contracts that meet the definitions of a freestanding instrument, such as capped call options with equity-linked features, and a derivative. A freestanding instrument that is a derivative is evaluated by the Company to determine if it qualifies for an exception to derivative accounting. The Company determines whether the equity-linked feature is indexed to the Company's Class A common stock and whether the settlement provision in the contract is consistent with a fixed-for-fixed equity instrument. To qualify for classification in stockholder's equity, the Company evaluates whether the contract requires physical settlement, net share settlement, or a combination thereof and, when the Company has a choice of net cash settlement or settlement in the Company's shares, additional criteria are evaluated to determine whether equity classification is appropriate. Refer to Note 11 for additional information regarding the accounting for the convertible senior notes and capped call options. 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 3). The Company accounts for its public and private warrants as a derivative liability initially measured at its fair values and remeasured in the consolidated statements of operations at the end of each reporting period. When the warrants are exercised, the corresponding derivative liability is de-recognized at the underlying fair value of the Class A common stock that is issued to the warrant holder less any cash paid in accordance with the warrant agreement. Upon either cash or cashless exercise, the de-recognized derivative liability results in an increase in additional paid in capital equal to the difference between the fair value of the underlying Class A common stock and its par value. A cashless exercise results in the warrant holder surrendering Class A common stock equal to the stated warrant exercise price based on the contractual terms in the warrant agreement that govern the cashless conversion. 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, 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 (“ASC 606”). The core principle of ASC 606 is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. A good or service is transferred to a customer when, or as the customer obtains control of that good or service. The following five steps are applied to achieve that core principle: • 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. In the third quarter of 2022, the Company began accepting order deposits of $5,000 USD or equivalent currency for Fisker Ocean Ones, a limited-edition trim level of the Fisker Ocean. The Company also converted customer deposits for reservation holders who previously made a deposit for an Extreme, Ultra or Sport Ocean prior to August 16, 2022, the enactment date of the Inflation Reduction Act of 2022 (the "Inflation Reduction Act"). Order deposits will be applied to the sales price of the vehicle and recognized as revenue when the vehicle is sold and delivered to the customer. Order Deposits are recognized contract liabilities and not included in customer deposits. 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 right to receive a base model Fisker Ocean SUV within the first twelve months of production, subject to the terms and conditions. The proceeds received from these holders were allocated to the bridge notes and option agreements on a relative fair value basis, resulting in an initial discount to the bridge notes. Foreign Currency Remeasurement and Transactions The functional currency of the Company’s U.K., German, Indian and Austrian subsidiaries is the U.S. Dollar. For these subsidiaries, monetary assets and liabilities denominated in non U.S. currencies are re-measured to U.S. Dollars using current exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities denominated in non-U.S. currencies are maintained at historical U.S. Dollar exchange rates. Expenses are re-measured at average U.S. Dollar monthly rates. 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 are immaterial for all periods presented. In April and July 2022, the Company purchased 130.1 million Euros for 140.0 million U.S. dollars, a currency exchange rate of 1 U.S. dollar for 1.076 Euro and 50.0 million Euros for 50.9 million U.S. dollars, a currency exchange rate of 1 U.S. dollar for 1.018 Euro, which are designed to provide an economic hedge against future foreign currency exposures. 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. The Company recognizes non-employee compensation costs over the requisite service period based on a measurement of fair value for each stock award. The grant date for an option or stock award is established when the grantee has a mutual understanding of the key terms and conditions of the option or award, the award is authorized, including all the necessary approvals unless approval is essentially a formality or perfunctory, and the grantee begins to benefit from, or be adversely affected by, underlying changes in the price of the Company’s Class A common shares. An award or option is authorized on the date that all approval requirements are completed (e.g., action by the compensation committee approving the award and the number of options, restricted shares or other equity instruments to be issued to individual employees). From inception through December 31, 2022, the Company has primarily granted service and performance based awards. Stock-based compensation expense is recognized for 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. For stock-based awards with vesting subject to performance conditions, stock-based compensation expense is recognized over the requisite service period when the performance conditions becomes probable of achievement . All stock-based compensation expense are recorded in selling, 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 wa rrants (see Note 13). 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 and prototype tools, prototype development work, and supplies and services. Advertising Expense All advertising costs are expensed as incurred. For the years ended December 31, 2022, 2021 and 2020, advertising expense w as $9.3 million , $6.3 million, and $0.8 million, respectively. Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the consolidated financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. 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 method under which earnings are allocated to both common shares and participating securities. Undistributed net losses are allocated entirely to common shareholders since the participating security has no contractual obligation to share in the losses. Basic net loss per share is calculated by dividing the net loss attributable to common shares by the weighted-average number of shares of common stock outstanding for the period. The diluted net loss per share of common stock is computed by dividing the net loss using the weighted-average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of stock options and warrants to purchase common stock (using the treasury stock method). Restatement of Consolidated Financial Statements as of and for the year ended December 31, 2020 As part of the Business Combination, the Company originally completed a comprehensive evaluation and concluded that the public and private warrants, as described in Notes 4 and 13, that were initially issued by Spartan could be classified within equity. Subsequent to filing the Company's Annual Report on Form 10-K for the year ended December 31, 2020 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 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. During the fourth quarter of 2020, 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, on May 17, 2021 restated the December 31, 2020 consolidated financial statements, and accompanying notes from the amounts previously reported to give effect to the correction of this error. Recently Adopted Accounting Pronouncements In September 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) . This ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The ASU also introduces additional disclosures for convertible In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Business Combination and Recapi
Business Combination and Recapitalization | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination And Recapitalization Disclosure [Abstract] | |
Business Combination and Recapitalization | 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) 46,838,585 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 of the Bridge notes and Convertible Equity Security, plus (2) 132,354,128 shares of Legacy Fisker Class B common stock. In connection with the Business Combination, the Company incurred direct and incremental costs of approximately $72.5 million related to the equity issuance, consisting primarily of investment banking, legal, accounting and other professional fees, which were recorded to additional paid-in capital as a reduction of proceeds. The Company paid approximately $2.4 million for obligations of Spartan that existed prior to close that were incurred as part of the Business Combination. 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 selling, general and administrative expenses on the consolidated statement of operations. 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”). The Security had no interest rate or maturity date and the SAFE investor had no voting right prior to conversion. 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. For the year ended December 31, 2020, the Company recognized $9.6 million of other expense due to the change in fair value of the Security. Conversion of Notes and Preferred Stock upon Recapitalization Upon the formation of Legacy Fisker 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 Chief Operating Officer, and founder, advanced the Company $250,000 in the form of a demand note. In May 2020, in satisfaction of the advances made by HF Holdco LLC, the Company issued a bridge note payable to HF Holdco LLC with the principal sum of $250,000 and convertible into Class A Common Stock upon completion of the Business Combination and is no longer outstanding as of December 31, 2020. From July 2019 to September 2020, the Company entered into bridge note agreements with investors. Certain holders of the bridge notes were issued option agreements providing the holder with a non-binding right to receive a base model Fisker Ocean SUV within the first twelve months of production, subject to certain terms and conditions. The proceeds received from these holders were allocated to the bridge notes and option agreements on a relative fair value basis, resulting in an initial discount to the bridge notes. 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 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 Company (“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 would 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 in connection with the Business Combination. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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, 2022 Using: Level 1 Level 2 Level 3 Total Assets included in: Money market funds included in cash and cash equivalents $ 601,045 $ — $ — $ 601,045 Equity investment $ 3,140 $ — $ — $ 3,140 Total fair value $ 604,185 $ — $ — $ 604,185 Fair Value Measured as of December 31, 2021 Using: Level 1 Level 2 Level 3 Total Assets included in: Money market funds included in cash and cash equivalents $ 1,181,256 $ — $ — $ 1,181,256 Total fair value $ 1,181,256 $ — $ — $ 1,181,256 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 Consolidated Balance Sheets under Current assets approximate fair value because of the short maturity of these instruments. On July 28, 2021, the Company made a commitment for a private investment in public equity (PIPE) supporting the planned merger of European EV charging network, Allego B.V. (“Allego”) with Spartan Acquisition Corp. III (NYSE: SPAQ), a publicly-listed special purpose acquisition company. Fisker Inc. was the exclusive electric vehicle automaker in the PIPE and, in parallel, agreed to terms to deliver a range of charging options for its customers in Europe. On March 16, 2022, the merger closed and the Company delivered cash of $10.0 million in exchange for 1,000,000 shares of Allego's Class A common stock (NYSE:ALLG). The Company's ownership percentage is less than 5% and does not result in significant influence. Allego filed with the SEC a registration statement registering the resale of the shares acquired (the “Registration Statement”) that was declared effective by the SEC during the second quarter of 2022. The Company has classified its equity investment in Allego as a current asset. Unrealized losses recognized during the year ended December 31, 2022 on equity securities still held as of December 31, 2022 total ed $6.9 mi llion as shown separately in the Consolidated Statement of Operations. We carry the convertible senior notes at face value less the unamortized debt issuance costs on our consolidated balance sheets and present that fair value for disclosure purposes only. As of December 31, 2022, the fair value of the 2026 N otes was $309.8 million. The es timated fair value of the convertible notes, which are classified as Level 2 financial instruments, was determined based on the estimated or actual bid prices of the convertible senior notes in an over-the-counter market on the last business day of the period. 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. The Company’s derivative liability 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 uses assumptions and estimates the Company believes would be made by a market participant in making the same valuation. The Company assesses 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 were exercised in March 2021. The public warrants fair value is determined using its publicly traded prices (Level 1). During 2021, the Company completed its redemption of all outstanding public warrants (refer to Note 8). Changes in the fair value of the derivative liability related to updated assumptions and estimates are recognized within the Consolidated Statements of Operations as a non-operating expense. For the year ended December 31, 2021, the changes in the fair value of the derivative liability resulted from changes in the fair values of the underlying Class A common shares and its associated volatility upon exercise in March and April 2021. The change in fair value of derivatives amounted to a non-cash loss of $138.4 million attributed to public and private warrants during the year ended December 31, 2021, compared to a $75.4 million non-cash loss attributed to public and private warrants during the year ended December 31, 2020. 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, 2020 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 reconciliation of changes in Level 3 measurements of the private warrants is as follows: Balance as of December 31, 2020 $ 47,615 Change in fair value 63,526 Cashless exercise of warrants (111,141) Balance as of December 31, 2021 $ — |
Prepaid expenses and other curr
Prepaid expenses and other current assets | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid expenses and other current assets | Prepaid expenses and other current assets Prepaid expenses and other current assets consists of the following as of December 31, 2022 and 2021 (in thousands): As of December 31, 2022 2021 Prepaid insurance 2,951 6,809 Value-added tax receivable 27,928 10,299 Prepaid research and development expenses — 10,415 Prepaid and other current assets 60,886 2,900 $ 91,765 $ 30,423 The Company made contractual advance payments during 2021 for research and development services to be provided by suppliers in 2022. The Company paid value-added taxes on certain capital expenditures and submitted requests for refunds from tax authorities in foreign countries with a concentration in Europe that are pending repayment as of December 31, 2022 and 2021. Prepaid and other current assets include payments to certain suppliers in advance of production. . |
Intangible asset
Intangible asset | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible asset | Intangible asset The Company has the following intangible assets (in thousands): As of December 31, 2022 Amortization Period Gross Accumulated Net Capitalized cost - manufacturing 8 years $ 252,304 $ (5,257) $ 247,047 $ 252,304 $ (5,257) $ 247,047 As of December 31, 2021 Amortization Gross Carrying Accumulated Net Capitalized cost - manufacturing 8 years $ 231,525 $ — $ 231,525 $ 231,525 $ — $ 231,525 |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and equipment, net, consists of the following as of December 31, 2022 and 2021 (in thousands): As of December 31, 2022 2021 Machinery and equipment $ 42,298 $ 1,174 Furniture and fixtures 470 307 IT hardware and software 6,427 3,778 Leasehold improvements 634 20 Construction in progress 339,789 81,160 Total property and equipment 389,618 86,439 Less: Accumulated depreciation and amortization (2,481) (796) Property and equipment, net $ 387,137 $ 85,643 Depreciation and amortization for the years ended December 31, 2022, 2021, and 2020 was $1.9 million, $0.8 million and $0.1 million , respectively. Construction in progress is comprised primarily of costs incurred to construct serial production tooling located at affiliates of Magna and our suppliers. Such assets will be depreciated over the estimated useful lives of the assets once the asset is in the location and condition necessary for it to operate as intended. As of December 31, 2022 and 2021, accounts payable and accrued liabilities includes property and equipmen t of $144.8 million and $35.4 million, respectively, which is excluded from net cash used in investing activities as reported in the consolidated statement of cash flows. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company has entered into various operating lease agreements and a finance lease agreement for certain office space, manufacturing and warehouse facilities, retail and customer services locations, equipment, and vehicles. We determine whether a contractual arrangement is or contains a lease, including embedded leases, at inception and record the lease when the underlying assets is made available for us by the lessor, or the date of commencement. At lease commencement, the Company measures the lease liability at the present value of lease payments not yet paid. For purposes of calculating lease liabilities, lease terms include options to extend or renew the lease when it is reasonably certain that we will exercise such options. Certain operating leases provide for annual increases to lease payments based on an index or rate. Lease expense for finance lease payments is recognized as amortization expense of the finance lease right-of-use asset over the lease term. Operating leases During 2022 and 2021, the Company recorded non-cash lease right-of-u se assets of $$33.4 million and $18.3 million and non-cash lease liabilities of $35.0 million and $17.8 million, respectively, on its consolidated balance sheet. The tables below present information regarding the Company’s lease assets and liabilities (in thousands): As of December 31, As of December 31, 2022 2021 Assets: Operating lease right-of-use assets 33,424 18,285 Liabilities: Operating Lease—Current 7,085 4,552 Operating Lease—Long term 27,884 14,933 The components of lease related expense are as follows (in thousands): Year Ended December 31, Year Ended December 31, 2022 2021 Lease costs: Operating lease expense $ 5,690 $ 3,318 Short-term lease expense 204 74 Total lease costs $ 5,894 $ 3,392 Other information related to operating leases is as follows: Year Ended December 31, Year Ended December 31, 2022 2021 Weighted average remaining lease term (in years) 4.9 3.6 Weighted average discount rate 5.66 % 5.27 % The components of supplemental cash flow information related to leases are as follows (in thousands): Year Ended December 31, Year Ended December 31, 2022 2021 Cash flow information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used by operating leases $ 4,348 $ 957 Non-cash activity: ROU asset obtained in exchange for operating lease obligations $ 19,076 $ 18,313 Finance leases During 2022 the Company recorded embedded finance lease right-of-use assets of $4.3 million on its consolidated balance sheet As of December 31, 2022, future minimum payments of our operating lease liabilities during the next five years and thereafter are as follows (in thousands): Operating Leases Year Ending December 31, 2023 $ 7,039 Year Ending December 31, 2024 7,122 Year Ending December 31, 2025 7,210 Year Ending December 31, 2026 6,569 Year Ending December 31, 2027 2,669 Thereafter 13,617 Total 44,226 Less present value discount (9,257) Operating lease liabilities $ 34,969 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, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses A summary of the components of accrued expenses is as follows (in thousands): As of December 31, 2022 2021 Accrued vendor liabilities $ 251,291 $ 67,293 Order deposits 4,860 — Accrued professional fees 1,145 3,579 Accrued payroll 1,627 1,989 Accrued interest 4,867 6,165 Accrued other 1,135 608 Total accrued expenses $ 264,925 $ 79,634 Accrued expenses include amounts owed to vendors but not yet invoiced in exchange for vendor purchases, research and development services and order deposits. Vendor and research and development expenses which have been invoiced are in accounts payable as of December 31, 2022 and 2021. Accrued vendor expenses are based on estimated costs incurred to date or milestones achieved for engineering, design and development services. Order Deposits On July 1, 2022, the Company entered into a contract for global payment processing agreement with JPMorgan Chase Bank, N.A. (“Chase”). Order Deposits paid directly to the Company via ACH or other direct payment mechanisms are received in the Company’s bank account and available for its use in the subsequent month after the month in which the Order Deposits were placed. For Order Deposits made through credit card transactions, Chase holds cash received from customers until the vehicle is delivered to the customer at which time the cash is deposited into the Company’s bank account and available for its use. Cash received from Order Deposits and the conversion of any customer deposit results in the recognition of a contract liability. As of December 31, 2022, contract liabilities to taled $4.9 mi llion and were classified as current liabilities, included in “Accrued Expenses” on the consolidated balance sheet. Order Deposits exclude refundable customer reservation deposits. |
Customer Deposits
Customer Deposits | 12 Months Ended |
Dec. 31, 2022 | |
Deposit Liabilities Disclosure [Abstract] | |
Customer Deposits | Customer Deposits Customer deposits consists of the following as of December 31, 2022 and 2021 (in thousands): As of December 31, 2022 2021 Customer reservation deposits $ 14,580 $ 5,546 Customer SUV option 754 754 Total customer deposits $ 15,334 $ 6,300 Customer deposits consist of reservations, which represent cash received for the future right (e.g., a reservation) to order a Fisker Ocean or PEAR, and customer SUV option. Customer reservation deposits are refundable and exclude order deposits . |
Convertible Senior Notes
Convertible Senior Notes | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes | Convertible Senior Notes 2026 Notes In August, 2021, we issued an aggregate of $667.5 million principal amount of 2.50% convertible senior notes due in September 2026 (the “2026 Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The 2026 Notes have been designated as green bonds, whose proceeds will be allocated in accordance with the Company’s green bond framework. The 2026 Notes consisted of a $625 million initial placement and an over-allotment option that provided the initial purchasers of the 2026 Notes with the option to purchase an additional $100.0 million aggregate principal amount of the 2026 Notes, of which $42.5 million was exercised. The 2026 Notes were issued pursuant to an indenture dated August 17, 2021. The proceeds from the issuance of the 2026 Notes were $562.2 million, net of debt issuance costs and cash used to purchase the capped call transactions (“2026 Capped Call Transactions”) discussed below. The debt issuance costs are amortized to interest expense. The 2026 Notes are unsecured obligations which bear regular interest at 2.50% annually and will be payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2022. The 2026 Notes will mature on September 15, 2026, unless repurchased, redeemed, or converted in accordance with their terms prior to such date. The 2026 Notes are convertible into cash, shares of our Class A common stock, or a combination of cash and shares of our Class A common stock, at our election, at an initial conversion rate of 50.7743 shares of Class A common stock per $1,000 principal amount of 2026 Notes, which is equivalent to an initial conversion price of approximately $19.70 per share of our Class A common stock. The conversion rate is subject to customary adjustments for certain events as described in the indenture governing the 2026 Notes. We may redeem for cash all or any portion of the 2026 Notes, at our option, on or after September 20, 2024 if the last reported sale price of our Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days at a redemption price equal to 100% of the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Holders of the 2026 Notes may convert all or a portion of their 2026 Notes at their option prior to June 15, 2026, in multiples of $1,000 principal amounts, only under the following circumstances: • during any calendar quarter commencing after the calendar quarter ending on September 30, 2021 (and only during such calendar quarter), if the last reported sale price of the Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; • during the five ten • if we call such 2026 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the notes called (or deemed called) for redemption; or • on the occurrence of specified corporate events. On or after June 15, 2026, the 2026 Notes are convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Holders of the 2026 Notes who convert the 2026 Notes in connection with a make-whole fundamental change, as defined in the indenture governing the 2026 Notes, or in connection with a redemption may be entitled to an increase in the conversion rate. Additionally, in the event of a fundamental change, holders of the 2026 Notes may require us to repurchase all or a portion of the 2026 Notes at a price equal to 100% of the principal amount of 2026 Notes, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. We accounted for the issuance of the 2026 Notes as a single liability measured at its amortized cost, as no other embedded features require bifurcation and recognition as derivatives. As of December 31, 2022, the 2026 Notes consisted of the following: Principal $ 667,500 Unamortized debt issuance costs (6,678) Net carrying amount $ 660,822 Interest expense related to the amortization of debt issuance costs was $1.5 million for year ended December 31, 2022. Contractual interest expense was $16.7 million for the year ended December 31, 2022. As of December 31, 2022, the if-converted value of the 2026 Notes did not exceed the principal amount. The 2026 Notes were not eligible for conversion as of December 31, 2022. No sinking fund is provided for the 2026 Notes, which means that we are not required to redeem or retire them periodically. Capped Call Transactions In connection with the offering of the 2026 Notes, we entered into the 2026 Capped Call Transactions with certain counterparties at a net cost of $96.8 million. The 2026 Capped Call Transactions are purchased capped call options on 33.9 million shares of Class A common stock, that, if exercised, can be net share settled, net cash settled, or settled in a combination of cash or shares consistent with the settlement elections made with respect to the 2026 Notes if converted. The cap price is initially $32.57 per share of our Class A common stock and subject to certain adjustments under the terms of the 2026 Capped Call Transactions. The strike price is initially $19.70 per share of Class A common stock, subject to customary anti-dilution adjustments that mirror corresponding adjustments for the 2026 Notes. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity 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 with a par value of $0.00001, 132,354,128 shares of Class B Common Stock, and 47,074,454 warrants outstanding. 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. Holders of Class A Common Stock have no preemptive rights to subscribe for or to purchase any additional shares of Class A Common Stock or other obligations convertible into shares of Class A Common Stock which the Company may issue in the future. All of the outstanding shares of Class A Common Stock are fully paid and non-assessable. Holders of Class A Common Stock are not liable for further calls or assessments. Class B Common Stock Holders of Class B Common Stock are entitled to ten votes per share on matters to be voted upon by stockholders. Preferred Stock As of December 31, 2022 and 2021, 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 issued and outstanding. Common Stock Outstanding |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Warrants [Abstract] | |
Warrants | Warrants Public and Private Warrants 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 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. On March 19, 2021, the Company announced that it would 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 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 remained outstanding at 5:00 p.m. New York City time on April 22, 2021 (the “Redemption Date”). The Private Placement Warrants were not subject to this redemption. In addition, in accordance with the Warrant Agreement, the Company’s board of directors elected to require that, upon delivery of the notice of redemption, all Public Warrants were to be exercised only on a “cashless basis.” Accordingly, holders could not exercise Public Warrants and receive Common Stock in exchange for payment in cash of the $11.50 per warrant exercise price. Instead, a holder exercising a Public Warrant was deemed to pay the $11.50 per warrant exercise price by the surrender of 0.5046 of a share of Common Stock that such holder would have been entitled to receive upon a cash exercise of a Public Warrant. Accordingly, by virtue of the cashless exercise of the Public Warrants, exercising warrant holders received 0.4954 of a share of Common Stock for each Public Warrant surrendered for exercise. For the unexercised 225,906 Public Warrants outstanding at the Redemption Date, the Company paid $2,259 to redeem the unexercised warrants in the second quarter of 2021. During March 2021, the 9,360,000 warrants to purchase Common Stock that were originally issued under the Warrant Agreement in a private placement simultaneously with the IPO were exercised by the Company’s former sponsor on a cashless basis for 4,907,329 shares of Common Stock (4,452,671 shares of Common Stock surrendered) and are no longer outstanding. During 2021, the Company has received cash proceeds of $89 million upon the exercise of 7,733,400 Public Warrants immediately prior to the announcement to redeem the Public Warrants. Public and private warrant exercise activity and underlying Common Stock issued or surrendered for year ended December 31, 2021, is: Public Private Total December 31, 2020 18,391,587 9,360,000 27,751,587 Shares issued for cash exercises (7,733,400) (7,733,400) Shares issued for cashless exercises (5,167,791) (4,907,329) (10,075,120) Shares surrendered upon cashless exercise (5,264,490) (4,452,671) (9,717,161) Shares redeemed by Company for cash (225,906) (225,906) December 31, 2021 — — — Cashless exercises of public and private warrants increased additional paid-in capital by $277 million for the year ended December 31, 2021. 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 (e.g., a non-cash transaction). 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 measured on October 29, 2020 and three interrelated performance conditions that are separately evaluated for achievement: 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 Agreement 33.3 % 6,484,993 (c) Start of pre-serial production 33.4 % 6,504,468 19,474,454 The cost upon a chievement of each milestone is recognized when it is probable that a milestone will be met. The cost for awards to nonemployees is recognized in the same period and in the same manner as if the Company had paid cash for the goods or services. At December 31, 2022, Magna satisfied the first and second milestones and the Company capitalized costs as an intangible asset representing the future economic benefit to Fisker Inc. As of December 31, 2022, the Company determined the third milestone is probable of achievement and capitalized a portion of the award's fair value corresponding to the service period beginning at the grant date and ending in the first quarter of 2023. For the year ended December 31, 2022, the recognized cost of $20.8 million (a non-cash transaction) associated with services rendered increased net capitalized cost - manufacturing to $246.9 million as of December 31, 2022. The Company will continually assess the reasonableness of the estimated life and consider the extent to which the Company enters arrangements that extend the estimated useful life. The Company will also assess the intangible asset for impairment. If an indicator of impairment exists, the undiscounted cash flows will be estimated and then if the carrying amount of the intangible asset is not recoverable, determine its fair value and, to the extent the fair value is less than the intangible asset's carrying value, the Company will record an impairment loss. At December 31, 2022, no indicator of impairment exists. 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. Awards vest when a milestone if met. Magna has 12,969,986 vested and exercisable warrants to acquire underlying Class A common stock of Fisker as of December 31, 2022, none of which are exercised. Fair value Capitalized at December 31, 2022 Milestone (a) $ 58,041 $ 58,041 Milestone (b) 58,041 58,041 Milestone (c) 58,215 52,215 $ 174,297 $ 168,297 At-the-market Equity Program In May 2022, we entered into an at-the-market distribution agreement, dated May 24, 2022 with J.P. Morgan Securities LLC and Cowen and Company, LLC as the sales agents (the "Distribution Agreement"), pursuant to which the Company established an at-the-market equity program (the “ATM Program”). Pursuant to the ATM Program, Fisker may, at its discretion and from time to time during the term of the Distribution Agreement, sell, through the Agents, shares of its Class A Common Stock as would result in aggregate gross proceeds to the Company of up to $350.0 million by any method permitted by law deemed to be an “at-the-market offering” as defined in Rule 415 of the Securities Act of 1933, as amended, including without limitation sales made directly on the New York Stock Exchange, on any other existing trading market for the Class A Common Stock or to or through a market maker. In addition, the sales agents may also sell the shares of Class A Common Stock by any other method permitted by law, including, but not limited to, negotiated transactions. The Class A Common Stock sold under the ATM Program is registered with the SEC under the Company's effective shelf registration statement that permits the Company to issue various securities for proceeds of up to $$2.0 billion. The Company issu ed 22,517,941 shares o f Class A common stock during the year ended December 31, 2022 for gross proceed s of $193.5 mil lion, be fore $2.9 m illion of commissions and other direct incremental issuance costs, and, as of December 3 1, 2022, $156.5 mil lion of Class A Common Stock is available for sale under the ATM Program. As of December 31, 2022, the Company may issue securities in the future for up to $1.65 billion under its shelf-registration statement, subject to customary underwriting and due diligence procedures. |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Loss Per Share | 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 basis. The Company computes earnings (loss) per share of Class A Common Stock and Class B Common Stock using the two-class method required for participating securities. Basic and diluted earnings per share was the same for each period presented as the inclusion of all potential Class A Common Stock and Class B Common Stock outstanding would have been anti-dilutive. Basic and diluted earnings per share are the same for each class of common stock because they are entitled to the same liquidation and dividend rights. 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, 2022 2021 2020 Numerator: Net loss $ (547,496) $ (471,341) $ (130,004) Deemed dividend attributable to preferred stock — — — Net loss attributable to common shareholders $ (547,496) $ (471,341) $ (130,004) Denominator: Weighted average Class A common shares outstanding 171,011,940 159,650,008 25,167,525 Weighted average Class B common shares outstanding 132,354,128 132,354,128 109,867,396 Weighted average Class A and Class B common shares outstanding- Basic 303,366,068 292,004,136 135,034,921 Dilutive effect of potential common shares — — — Weighted average Class A and Class B common shares outstanding- Diluted 303,366,068 292,004,136 135,034,921 Net loss per share attributable to Class A and Class B Common shareholders- Basic $ (1.80) $ (1.61) $ (0.96) Net loss per share attributable to Class A and Class B Common shareholders- Diluted $ (1.80) $ (1.61) $ (0.96) 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, 2022 2021 2020 Convertible senior notes 33,891,845 33,891,845 — Stock options and warrants 37,155,050 30,665,546 52,906,676 Total 71,046,895 64,557,391 52,906,676 |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Based Compensation | Stock Based Compensation Upon completion of the Business Combination, the 2016 Stock Plan 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 approximately 48 million 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, 2022, no shares have been issued under the ESPP. Stock-based compensation expense is as follows (in thousands): Year Ended December 31, 2022 2021 2020 Selling, general and administrative expense $ 6,861 $ 1,135 $ 377 Research and development 12,741 4,487 334 Total $ 19,602 $ 5,622 $ 711 Stock options 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 15% 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: Options Weighted Weighted Balance as of December 31, 2020 18,724,096 $ 0.69 6.5 Granted 1,138,443 15.96 Exercised (1,532,002) 0.43 Forfeited (634,977) 7.86 Balance as of December 31, 2021 17,695,560 $ 1.44 5.6 Granted 495,700 10.15 Exercised (213,048) 2.13 Forfeited (297,616) 12.09 Balance as of December 31, 2022 17,680,596 $ 1.51 4.7 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 range of assumptions: Year Ended December 31, 2022 2021 Expected term (in years) 6.3 6.3 Volatility 74.9% to 76.4% 90.2% to 99.9% Dividend yield 0.0% 0.0% Risk-free interest rate 3.7% to 4.3% 0.6% to 1.5% Common stock price $6.95 to $7.99 $15.96 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 and the contractual life of the awards. The Company has never declared or paid cash dividends and does not plan to pay cash dividends in the foreseeable future; therefore, the Company used an expected dividend yield of zero. The risk-free interest rate is based on U.S. Treasury rates in effect during the expected term of the grant. The expected volatility is based on historical volatility of publicly-traded peer companies. Additional information regarding stock options exercisable as of December 31, 2022 is summarized below: Options Exercisable at December 31, 2022 Range of Exercise Price Number Weighted Weighted $0.06 - $24.48 17,680,596 $ 1.51 4.7 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 options) that would have been received by the option holders had all option holders exercised their options. The aggregate intrinsic value of options outstanding as of December 31, 2022 w as $112.1 million. The intrinsic value of options exercisable was $110.8 million as of December 31, 2022. The total intrinsic value of options exercised was $1.8 million , $26.3 million, and $0.5 million for the years ended December 31, 2022, 2021, and 2020, respectively. The weighted-average grant date fair value per share for the stock option grants during the years ended December 31, 2022, 2021, and 2020 was $10.25, $15.96, and $14.65, respectively. As of December 31, 2022, the total unrecognized compensation related to unvested stock option awards grant ed was $26.8 million, w hich the Company expects to recognize over a weighted-average period of approximately 1.1 years. Restricted stock awards The Company granted employees, who rendered services during the years ended December 31, 2021 and December 31, 2020 and were employees of the Company on the respective grant dates, a restricted stock unit (“RSU”) award based in proportion to the service period beginning from the employee’s hire date to the end of the year. The restricted stock unit awards vested on the grant dates occurring in May of 2021 and March of 2022 for the respective preceding years resulted in stock-based compensation expense of $4.6 million recognized for the year ended December 31, 2022 and $0.7 million for the year ended December 31, 2021. The Company’s founders declined to receive an award related to performance in 2020 and 2021. In accordance with the Company’s Outside Director Compensation Policy, each outside Board of Directors member received an annual RSU equal to $200,000 granted on the date of the C ompany’s annual shareholders’ meeting which vests in 25% increments at the end of each calendar quarter. Each Outside Director may elect to convert all or a portion of his or her annual Board of Directors retainer, excluding any annual retainer that an Outside Director may receive for serving as Lead Director and any annual retainers for committee service, into RSUs in lieu of the applicable cash retainer payment (“RSU Election”). The number of Class A common shares granted to Outside Directors annually are based on the 30-day average closing trading price of Class A common stock on the day preceding the grant date (“RSU Value”). When an Outside Director exercises his or her RSU Election, the number of Class A common shares equal the amount of cash subject to such RSU Election divided by the applicable RSU Value and are fully vested. The following table summarizes RSU activity under the Plan: RSU Awards Weighted Average Grant Date Fair Value Unvested at December 31, 2020 — $ — Awarded 176,561 13.01 Vested (157,752) 12.93 Forfeited (1,635) 14.05 Unvested at December 31, 2021 17,174 $ 13.47 Awarded 494,091 10.25 Vested (498,497) 11.19 Forfeited (1,016) 11.46 Unvested at December 31, 2022 11,752 $ 12.45 The Company did not grant RSU awards during the year ended December 31, 2020. Performance-based restricted stock awards In the third quarter of 2021, the Company’s compensation committee ratified and approved performance-based restricted stock units (“PRSUs”) to all employees (“Grantee”) the value of which is determined based on the Grantee’s level within the Company (“PRSU Value”). Each PRSU is equal to one underlying share of Class A common stock. Also, PRSUs will be awarded to any new employee hired in the fourth quarter of 2021 and during 2022 on a pro-rata basis based on a reduction in time of service. The number of shares subject to a Grantee’s PRSU award equals the Grantee’s PRSU Value divided by the closing price per Class A common share on the service inception date, or if the service inception date is not a trading day, the closing price per Share on the closest trading day immediately prior to the service inception date; in each case rounded down to the nearest whole number. Each PRSU award shall vest as to 50% of the PRSU Value upon the Committee’s determination, in its sole discretion, and certification of the occurrence of the Ocean Start of Production and shall vest as to 50% of the PRSUs upon the first anniversary of the Ocean Start of Production, in each case, subject to (i) the Grantee’s continuous service through the applicable vesting date, (ii) the Grantee’s not committing any action or omission that would constitute Cause for termination through the applicable vesting date, as determined in the sole discretion of the Company, and (iii) the Ocean Start of Production occurring on or before December 31, 2022. The compensation committee has discretion to reduce or eliminate the number of PRSUs that shall vest pursuant to each PRSU award upon the certification of the occurrence of the Ocean Start of Production and/or upon the first anniversary of the Ocean Start of Production, after considering, any factors that it deems relevant, which could include but are not limited to (i) Company performance against key performance indicators, and (ii) departmental performance against goals. The service inception date precedes the grant dates for both performance conditions. The grant date for each of the performance conditions is the date Grantees have a mutual understanding of the key terms and conditions of the PRSU, which will occur when each performance condition is achieved, and the compensation committee has determined whether it will exercise its discretion to adjust the PRSU award. As of December 31, 2021, the Company has approved and authorized PRSUs equal to 3,140,423 s hares of Class A common stock with a PRSU value of $22.8 million base d on approved value of the award and the underlying stock price of a Class A share of common stock on the date awarded. During 2021, 176,965 PRSU awards were forfeited upon employee terminations. Recognition of stock-based compensation occurs when the performance conditions are probable of achievement. Measurement of stock-based compensation attributed to the PRSU awards will be based on the fair value of the underlying Class A common stock once the grant date is determined (e.g., variable accounting). As of December 31, 2022, the third performance condition has been achieved resulting in compensation expense of $10.1 million. The grant date of the PRSU s has not been determined as performance against key performance conditions and department performance against goals are being evaluated and thus the PRSUs remain subject to variable accounting treatment. |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Retirement Plan | Retirement Plan The Company has a 401(k) savings plan (the 401(k) Plan), which is intended to be a tax- qualified defined contribution plan that covers all eligible employees, as defined in the applicable plan documents. Under the 401(k) Plan, eligible employees may elect salary deferral contributions, not to exceed limitations established annually by the IRS. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company's income/(loss) before provision for income taxes was subject to taxes in the following jurisdictions for the following periods (in thousands): For the years ended December 31, 2022 2021 2020 United States $ (549,514) $ (470,603) $ (129,821) International 2,203 (723) (183) Total $ (547,311) $ (471,326) $ (130,004) The Company has increasing foreign operations and pre-tax income from its foreign operations has no material impact on Income tax. Income tax expense attributable to income/(loss) from continuing operations consists of the following (in thousands): For the years ended December 31, 2022 2021 2020 Current Federal $ — $ — $ — State — — — International 221 15 — Total current tax provision $ 221 $ 15 $ — Deferred Federal $ — $ — $ — State — — — International (36) — — Total deferred tax provision $ (36) $ — $ — Total Tax Provision $ 185 $ 15 $ — The effective tax rate of the Company’s (provision) benefit for income taxes differs from the federal statutory rate as follows: Year Ended December 31, 2022 2021 2020 Expected federal income tax benefit 21.0 % 21.0 % 21.0 % State taxes net of federal benefit 4.2 % 3.7 % (0.7) % Tax credits 0.9 % 0.8 % 0.1 % Valuation allowance (25.3) % (20.0) % (6.2) % Fair value of derivatives 0.0% (6.2) % (13.8) % Other (0.8) % 0.7 % (0.4) % Income taxes provision (benefit) 0.0% 0.0% 0.0% Effective January 1, 2022, provisions in the Tax Cuts and Jobs Act of 2017 will require the Company to capitalize and amortize research and development costs rather than deducting the costs as incurred. Unless the effective date is deferred or the law is modified or repealed, we expect an increase to our effective tax rate in future years through increased future cash taxes. 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 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 and state deferred tax assets since the recovery of the assets is uncertain. The tax effects of significant items comprising the Company’s deferred taxes are as follows (in thousands): As of December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 147,789 $ 104,174 Tax credits 11,461 3,842 Lease liability 6,793 5,085 Capitalized research and development costs 82,084 — Other 7,042 892 Total deferred tax assets 255,169 113,993 Deferred tax liabilities: ROU asset (6,902) (5,198) Other — — Total deferred tax liabilities (6,902) (5,198) Valuation allowance (248,230) (108,794) Net deferred tax asset/(liability) $ 37 $ 1 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 $139 million during the year ended December 31, 2022 (in thousands): Year Ended December 31, (in thousands) 2022 2021 2020 Beginning of the year $ 108,794 $ 14,562 6,551 Increase—income tax benefit 139,436 94,232 8,011 End of the year $ 248,230 $ 108,794 $ 14,562 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, 2022, the Company has approximately $557 million and $445 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 2020, 2021, or 2022, may now be carried back five years and forward indefinitely. In addition, the 80% taxable income limitation was 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. The R&D tax credit carryforward as of December 31, 2022 is $9.6 million and $6.0 million 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, 2022, the Company has total uncertain tax positions of $3.0 million, which is related to R&D tax credits and 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 December 31, 2022 2021 2020 Beginning of the year $ 968 $ 229 $ 100 Increase related to current year tax positions 2,007 871 129 Increase related to prior year tax positions — — — Decrease for tax positions of prior years — (129) — Decrease due to expiration of statute of limitations — (3) — End of the year $ 2,975 $ 968 $ 229 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 three foreign jurisdictions. In the normal course of business, the Company is subject to examination by tax authorities. There are no tax examinations in progress as of December 31, 2022. The Company’s federal and state tax years for 2017 and forward are subject to examination by taxing authorities. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 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, and The Randall Group Fisker Series C, for which Mr. Randall is the Managing Director, for the principal sum of $100,000 and $220,000, respectively. In addition, Legacy Fisker sold 1,236,610 shares of Series A preferred stock to Mr. Randall and Series Fisker, a separate series of The Randall Group, LLC, for which Mr. Randall is the Series Manager, for $924,984. The bridge notes and Series A preferred stock were converted into 3,402,528 shares of Class A Common Stock at an exchange ratio of 2.7162 upon completion of the Business Combination. The Company also had a consulting agreement with Mr. Randall dated May 1, 2017. In connection with the consulting agreement, he received an option grant to purchase 159,769 shares (post business combination) of our Class A common stock. Also, Mr. Randall received option grants to purchase 67,905 and 13,581 shares (post business combination) of our Class A common stock on June 22, 2020. He also received annual Board of Directors restricted stock unit awards for 24,271 and 15,723 shares of Class A common stock vesting quarterly over twelve months from the date of our annual shareholders’ meetings held on June 7, 2022 and June 8, 2021, respectively. In 2018, Legacy Fisker sold 135,000 shares of Series A preferred stock to the Nadine I. Watt Jameson Family Trust, a trust controlled by Mrs. Watt, a member of the Company’s Board of Directors, and her spouse, G. Andrew Jameson, for $100,980. The Series A preferred stock were converted into 366,690 shares of Class A Common Stock at an exchange ratio of 2.7162 upon completion of the Business Combination. Mrs. Watt received an option grant to purchase 13,581 shares (post business combination) of our Class A common stock on June 22, 2020 and Mr. Jameson received an option grant to |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). For all periods presented, net loss equals comprehensive loss. |
Supplier Risk | Supplier Risk The Company continued nomination of suppliers with an accelerated phase during the year for engineering, development, testing, tooling and production of components for serial production of its vehicles, which will be assembled in Austria. As of December 31, 2022, these supplier contracts do not represent unconditional purchase obligations with take-or-pay or specified minimum quantities provisions with the exception of an agreement securing battery capacity for the Fisker Ocean SUV. Under the terms of the agreement, the battery supplier will deliver two different battery solutions for the Fisker Ocean SUV, with an initial battery capacity of over 5 gigawatt-hours annually, from 2023 through 2025. |
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 | 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, which is unrestricted and available for Fisker's general use. |
Concentrations of Credit Risk and Off-balance Sheet Risk | Concentrations of Credit Risk and Off-balance Sheet Risk 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 sheet risk of loss. |
Fair Value Measurements | Fair Value Measurements The Company follows the accounting guidance in ASC 820, Fair Value Measurement , for its fair value measurements of financial assets and liabilities measured at fair value on a recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. 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. |
Long-Lived Assets | Long-Lived Assets 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 Shorter of their estimated life or remaining lease term Construction in progress is comprised primarily of costs incurred to construct serial production tooling located at affiliates of Magna and our suppliers. 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. |
Leases | Leases The Company classifies arrangements meeting the definition of a lease as operating or financing leases, and leases are recorded on the consolidated balance sheet as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the right-of-use asset results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred. In calculating the right-of-use asset and lease liability, the Company elects to combine lease and non-lease components for all classes of assets. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election, and instead recognizes rent expense on a straight-line basis over the lease term. Current portion of the Company’s lease liability is based on lease payments due within twelve months of the balance sheet date. Variable lease payments are included in lease payments when the contingency upon which the payment is dependent is resolved. |
Debt Issuance Costs | Debt Issuance Costs Direct and incremental costs, including amounts paid to initial purchasers of the Company’s convertible notes, are directly attributed to efforts to obtain debt financing are debt issuance costs. Upon issuance of debt, the carrying value is the principal amount of debt reduced by any debt issuance costs. Debt issuance costs are attributed to interest expense and accreted over the expected term of the debt using the effective interest rate method. |
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. The Company applies significant judgment to identify and evaluate complex terms and conditions in its contracts and agreements to determine whether embedded derivatives exist. 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. The Company enters into contracts that meet the definitions of a freestanding instrument, such as capped call options with equity-linked features, and a derivative. A freestanding instrument that is a derivative is evaluated by the Company to determine if it qualifies for an exception to derivative accounting. The Company determines whether the equity-linked feature is indexed to the Company's Class A common stock and whether the settlement provision in the contract is consistent with a fixed-for-fixed equity instrument. To qualify for classification in stockholder's equity, the Company evaluates whether the contract requires physical settlement, net share settlement, or a combination thereof and, when the Company has a choice of net cash settlement or settlement in the Company's shares, additional criteria are evaluated to determine whether equity classification is appropriate. Refer to Note 11 for additional information regarding the accounting for the convertible senior notes and capped call options. 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 3). |
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, 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 (“ASC 606”). The core principle of ASC 606 is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. A good or service is transferred to a customer when, or as the customer obtains control of that good or service. The following five steps are applied to achieve that core principle: • 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. In the third quarter of 2022, the Company began accepting order deposits of $5,000 USD or equivalent currency for Fisker Ocean Ones, a limited-edition trim level of the Fisker Ocean. The Company also converted customer deposits for reservation holders who previously made a deposit for an Extreme, Ultra or Sport Ocean prior to August 16, 2022, the enactment date of the Inflation Reduction Act of 2022 (the "Inflation Reduction Act"). Order deposits will be applied to the sales price of the vehicle and recognized as revenue when the vehicle is sold and delivered to the customer. Order Deposits are recognized contract liabilities and not included in customer deposits. The Company has yet to deliver and recognize revenue related to the delivery of a vehicle. |
Foreign Currency Remeasurement and Transactions | Foreign Currency Remeasurement and Transactions The functional currency of the Company’s U.K., German, Indian and Austrian subsidiaries is the U.S. Dollar. For these subsidiaries, monetary assets and liabilities denominated in non U.S. currencies are re-measured to U.S. Dollars using current exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities denominated in non-U.S. currencies are maintained at historical U.S. Dollar exchange rates. Expenses are re-measured at average U.S. Dollar monthly rates. 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 are immaterial for all periods presented. In April and July 2022, the Company purchased 130.1 million Euros for 140.0 million U.S. dollars, a currency exchange rate of 1 U.S. dollar for 1.076 Euro and 50.0 million Euros for 50.9 million U.S. dollars, a currency exchange rate of 1 U.S. dollar for 1.018 Euro, which are designed to provide an economic hedge against future foreign currency exposures. |
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. The Company recognizes non-employee compensation costs over the requisite service period based on a measurement of fair value for each stock award. The grant date for an option or stock award is established when the grantee has a mutual understanding of the key terms and conditions of the option or award, the award is authorized, including all the necessary approvals unless approval is essentially a formality or perfunctory, and the grantee begins to benefit from, or be adversely affected by, underlying changes in the price of the Company’s Class A common shares. An award or option is authorized on the date that all approval requirements are completed (e.g., action by the compensation committee approving the award and the number of options, restricted shares or other equity instruments to be issued to individual employees). |
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 and prototype tools, prototype development work, and supplies and services. |
Advertising Expense | Advertising Expense All advertising costs are expensed as incurred. |
Income Taxes | Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the consolidated financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. 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 | Net Loss per Share of Common Stock Basic net loss per share of common stock is calculated using the two-class method under which earnings are allocated to both common shares and participating securities. Undistributed net losses are allocated entirely to common shareholders since the participating security has no contractual obligation to share in the losses. Basic net loss per share is calculated by dividing the net loss attributable to common shares by the weighted-average number of shares of common stock outstanding for the period. The diluted net loss per share of common stock is computed by dividing the net loss using the weighted-average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of stock options and warrants to purchase common stock (using the treasury stock method). |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In September 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) . This ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The ASU also introduces additional disclosures for convertible In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Useful Life of Property and Equipment | 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 Shorter of their estimated life or remaining lease term |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | 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, 2022 Using: Level 1 Level 2 Level 3 Total Assets included in: Money market funds included in cash and cash equivalents $ 601,045 $ — $ — $ 601,045 Equity investment $ 3,140 $ — $ — $ 3,140 Total fair value $ 604,185 $ — $ — $ 604,185 Fair Value Measured as of December 31, 2021 Using: Level 1 Level 2 Level 3 Total Assets included in: Money market funds included in cash and cash equivalents $ 1,181,256 $ — $ — $ 1,181,256 Total fair value $ 1,181,256 $ — $ — $ 1,181,256 |
Schedule 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, 2020 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. |
Schedule of Changes in Level 3 Liability Measured at Fair Value | The reconciliation of changes in Level 3 measurements of the private warrants is as follows: Balance as of December 31, 2020 $ 47,615 Change in fair value 63,526 Cashless exercise of warrants (111,141) Balance as of December 31, 2021 $ — |
Prepaid expenses and other cu_2
Prepaid expenses and other current assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consists of the following as of December 31, 2022 and 2021 (in thousands): As of December 31, 2022 2021 Prepaid insurance 2,951 6,809 Value-added tax receivable 27,928 10,299 Prepaid research and development expenses — 10,415 Prepaid and other current assets 60,886 2,900 $ 91,765 $ 30,423 |
Intangible asset (Tables)
Intangible asset (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The Company has the following intangible assets (in thousands): As of December 31, 2022 Amortization Period Gross Accumulated Net Capitalized cost - manufacturing 8 years $ 252,304 $ (5,257) $ 247,047 $ 252,304 $ (5,257) $ 247,047 As of December 31, 2021 Amortization Gross Carrying Accumulated Net Capitalized cost - manufacturing 8 years $ 231,525 $ — $ 231,525 $ 231,525 $ — $ 231,525 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net, consists of the following as of December 31, 2022 and 2021 (in thousands): As of December 31, 2022 2021 Machinery and equipment $ 42,298 $ 1,174 Furniture and fixtures 470 307 IT hardware and software 6,427 3,778 Leasehold improvements 634 20 Construction in progress 339,789 81,160 Total property and equipment 389,618 86,439 Less: Accumulated depreciation and amortization (2,481) (796) Property and equipment, net $ 387,137 $ 85,643 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule 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, 2022 2021 Assets: Operating lease right-of-use assets 33,424 18,285 Liabilities: Operating Lease—Current 7,085 4,552 Operating Lease—Long term 27,884 14,933 |
Schedule of Lease Related Expense | The components of lease related expense are as follows (in thousands): Year Ended December 31, Year Ended December 31, 2022 2021 Lease costs: Operating lease expense $ 5,690 $ 3,318 Short-term lease expense 204 74 Total lease costs $ 5,894 $ 3,392 |
Schedule of Supplemental Cash Flow Information Related to Leases | Other information related to operating leases is as follows: Year Ended December 31, Year Ended December 31, 2022 2021 Weighted average remaining lease term (in years) 4.9 3.6 Weighted average discount rate 5.66 % 5.27 % The components of supplemental cash flow information related to leases are as follows (in thousands): Year Ended December 31, Year Ended December 31, 2022 2021 Cash flow information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used by operating leases $ 4,348 $ 957 Non-cash activity: ROU asset obtained in exchange for operating lease obligations $ 19,076 $ 18,313 |
Schedule of Maturity Analysis of Operating Lease Liability | As of December 31, 2022, future minimum payments of our operating lease liabilities during the next five years and thereafter are as follows (in thousands): Operating Leases Year Ending December 31, 2023 $ 7,039 Year Ending December 31, 2024 7,122 Year Ending December 31, 2025 7,210 Year Ending December 31, 2026 6,569 Year Ending December 31, 2027 2,669 Thereafter 13,617 Total 44,226 Less present value discount (9,257) Operating lease liabilities $ 34,969 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Components of Accrued Expenses | A summary of the components of accrued expenses is as follows (in thousands): As of December 31, 2022 2021 Accrued vendor liabilities $ 251,291 $ 67,293 Order deposits 4,860 — Accrued professional fees 1,145 3,579 Accrued payroll 1,627 1,989 Accrued interest 4,867 6,165 Accrued other 1,135 608 Total accrued expenses $ 264,925 $ 79,634 |
Customer Deposits (Tables)
Customer Deposits (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deposit Liabilities Disclosure [Abstract] | |
Schedule of Customer Deposits | Customer deposits consists of the following as of December 31, 2022 and 2021 (in thousands): As of December 31, 2022 2021 Customer reservation deposits $ 14,580 $ 5,546 Customer SUV option 754 754 Total customer deposits $ 15,334 $ 6,300 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of 2026 Notes | As of December 31, 2022, the 2026 Notes consisted of the following: Principal $ 667,500 Unamortized debt issuance costs (6,678) Net carrying amount $ 660,822 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Warrants [Abstract] | |
Schedule of Stockholders Equity Note Warrants or Rights Fair Value of Vested Warrants | Public and private warrant exercise activity and underlying Common Stock issued or surrendered for year ended December 31, 2021, is: Public Private Total December 31, 2020 18,391,587 9,360,000 27,751,587 Shares issued for cash exercises (7,733,400) (7,733,400) Shares issued for cashless exercises (5,167,791) (4,907,329) (10,075,120) Shares surrendered upon cashless exercise (5,264,490) (4,452,671) (9,717,161) Shares redeemed by Company for cash (225,906) (225,906) December 31, 2021 — — — 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 Agreement 33.3 % 6,484,993 (c) Start of pre-serial production 33.4 % 6,504,468 19,474,454 Fair value Capitalized at December 31, 2022 Milestone (a) $ 58,041 $ 58,041 Milestone (b) 58,041 58,041 Milestone (c) 58,215 52,215 $ 174,297 $ 168,297 |
Loss Per Share (Table)
Loss Per Share (Table) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule 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, 2022 2021 2020 Numerator: Net loss $ (547,496) $ (471,341) $ (130,004) Deemed dividend attributable to preferred stock — — — Net loss attributable to common shareholders $ (547,496) $ (471,341) $ (130,004) Denominator: Weighted average Class A common shares outstanding 171,011,940 159,650,008 25,167,525 Weighted average Class B common shares outstanding 132,354,128 132,354,128 109,867,396 Weighted average Class A and Class B common shares outstanding- Basic 303,366,068 292,004,136 135,034,921 Dilutive effect of potential common shares — — — Weighted average Class A and Class B common shares outstanding- Diluted 303,366,068 292,004,136 135,034,921 Net loss per share attributable to Class A and Class B Common shareholders- Basic $ (1.80) $ (1.61) $ (0.96) Net loss per share attributable to Class A and Class B Common shareholders- Diluted $ (1.80) $ (1.61) $ (0.96) |
Schedule of Common Shares Outstanding Excluded from Computation of Diluted Net Loss | 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, 2022 2021 2020 Convertible senior notes 33,891,845 33,891,845 — Stock options and warrants 37,155,050 30,665,546 52,906,676 Total 71,046,895 64,557,391 52,906,676 |
Stock Based Compensation (Table
Stock Based Compensation (Table) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-based Compensation Expense | Stock-based compensation expense is as follows (in thousands): Year Ended December 31, 2022 2021 2020 Selling, general and administrative expense $ 6,861 $ 1,135 $ 377 Research and development 12,741 4,487 334 Total $ 19,602 $ 5,622 $ 711 |
Schedule of Stock Option Activity | The following table summarizes option activity under the Plan: Options Weighted Weighted Balance as of December 31, 2020 18,724,096 $ 0.69 6.5 Granted 1,138,443 15.96 Exercised (1,532,002) 0.43 Forfeited (634,977) 7.86 Balance as of December 31, 2021 17,695,560 $ 1.44 5.6 Granted 495,700 10.15 Exercised (213,048) 2.13 Forfeited (297,616) 12.09 Balance as of December 31, 2022 17,680,596 $ 1.51 4.7 |
Schedule of 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 range of assumptions: Year Ended December 31, 2022 2021 Expected term (in years) 6.3 6.3 Volatility 74.9% to 76.4% 90.2% to 99.9% Dividend yield 0.0% 0.0% Risk-free interest rate 3.7% to 4.3% 0.6% to 1.5% Common stock price $6.95 to $7.99 $15.96 |
Schedule of Additional Information Regarding Stock Options Exercisable | Additional information regarding stock options exercisable as of December 31, 2022 is summarized below: Options Exercisable at December 31, 2022 Range of Exercise Price Number Weighted Weighted $0.06 - $24.48 17,680,596 $ 1.51 4.7 |
Schedule of RSU Activity | The following table summarizes RSU activity under the Plan: RSU Awards Weighted Average Grant Date Fair Value Unvested at December 31, 2020 — $ — Awarded 176,561 13.01 Vested (157,752) 12.93 Forfeited (1,635) 14.05 Unvested at December 31, 2021 17,174 $ 13.47 Awarded 494,091 10.25 Vested (498,497) 11.19 Forfeited (1,016) 11.46 Unvested at December 31, 2022 11,752 $ 12.45 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Before Provision for Income Taxes | The Company's income/(loss) before provision for income taxes was subject to taxes in the following jurisdictions for the following periods (in thousands): For the years ended December 31, 2022 2021 2020 United States $ (549,514) $ (470,603) $ (129,821) International 2,203 (723) (183) Total $ (547,311) $ (471,326) $ (130,004) |
Schedule of Components of Income Tax Expense (Benefit) | The Company has increasing foreign operations and pre-tax income from its foreign operations has no material impact on Income tax. Income tax expense attributable to income/(loss) from continuing operations consists of the following (in thousands): For the years ended December 31, 2022 2021 2020 Current Federal $ — $ — $ — State — — — International 221 15 — Total current tax provision $ 221 $ 15 $ — Deferred Federal $ — $ — $ — State — — — International (36) — — Total deferred tax provision $ (36) $ — $ — Total Tax Provision $ 185 $ 15 $ — |
Schedule of Effective Income Tax Rate Reconciliation | The effective tax rate of the Company’s (provision) benefit for income taxes differs from the federal statutory rate as follows: Year Ended December 31, 2022 2021 2020 Expected federal income tax benefit 21.0 % 21.0 % 21.0 % State taxes net of federal benefit 4.2 % 3.7 % (0.7) % Tax credits 0.9 % 0.8 % 0.1 % Valuation allowance (25.3) % (20.0) % (6.2) % Fair value of derivatives 0.0% (6.2) % (13.8) % Other (0.8) % 0.7 % (0.4) % Income taxes provision (benefit) 0.0% 0.0% 0.0% |
Schedule 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, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 147,789 $ 104,174 Tax credits 11,461 3,842 Lease liability 6,793 5,085 Capitalized research and development costs 82,084 — Other 7,042 892 Total deferred tax assets 255,169 113,993 Deferred tax liabilities: ROU asset (6,902) (5,198) Other — — Total deferred tax liabilities (6,902) (5,198) Valuation allowance (248,230) (108,794) Net deferred tax asset/(liability) $ 37 $ 1 |
Schedule of Valuation Allowance | The changes in the valuation allowance related to current year operating activity was an increase in the amount of $139 million during the year ended December 31, 2022 (in thousands): Year Ended December 31, (in thousands) 2022 2021 2020 Beginning of the year $ 108,794 $ 14,562 6,551 Increase—income tax benefit 139,436 94,232 8,011 End of the year $ 248,230 $ 108,794 $ 14,562 |
Schedule 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 December 31, 2022 2021 2020 Beginning of the year $ 968 $ 229 $ 100 Increase related to current year tax positions 2,007 871 129 Increase related to prior year tax positions — — — Decrease for tax positions of prior years — (129) — Decrease due to expiration of statute of limitations — (3) — End of the year $ 2,975 $ 968 $ 229 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands, € in Millions, shares in Millions | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Jul. 31, 2022 USD ($) | Jul. 31, 2022 EUR (€) | Apr. 30, 2022 USD ($) | Apr. 30, 2022 EUR (€) | Dec. 31, 2020 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) GWh segment battery_solution shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jul. 31, 2022 EUR (€) | Apr. 30, 2022 EUR (€) | Oct. 29, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Cash and cash equivalents | $ 991,158 | $ 736,549 | $ 1,202,439 | $ 991,158 | $ 1,858 | ||||||||
Accumulated losses | $ 1,166,741 | 619,245 | |||||||||||
Number of battery solutions | battery_solution | 2 | ||||||||||||
Battery capacity in gigawatt-hours | GWh | 5 | ||||||||||||
Number of operating segments | segment | 1 | ||||||||||||
Number of reportable segments | segment | 1 | ||||||||||||
Percentage of administration and process fee in the event of cancelation | 0.10 | ||||||||||||
Prepayment amount for Fisker Ocean Ones | $ 5 | ||||||||||||
Production period in which holders of Bridge Notes could receive a base model vehicle | 12 months | ||||||||||||
Purchase of foreign currency | $ 140,000 | € 130.1 | $ 140,000 | € 130.1 | |||||||||
Foreign currency exchange rate, translation | 1.018 | 1.076 | 1.018 | 1.076 | |||||||||
Translation adjustment functional to reporting currency | $ 50,900 | $ 50,900 | € 50 | € 50 | |||||||||
Advertising expense | $ 9,300 | 6,300 | 800 | ||||||||||
Fair value of warrants | 138,100 | 138,100 | $ 62,700 | ||||||||||
Non-cash loss attributable to change in fair value of warrants | $ 75,400 | $ 0 | $ 138,436 | $ 75,363 | |||||||||
Common Class A [Member] | ATM Program | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Sale of stock, shares available for sale under program | shares | 156.5 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Property Plant and Equipment Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Tooling | Minimum | |
Property Plant And Equipment Estimated Useful Lives Of Assets [Line Items] | |
Useful Life (in years) | 3 years |
Tooling | Maximum | |
Property Plant And Equipment Estimated Useful Lives Of Assets [Line Items] | |
Useful Life (in years) | 8 years |
Machinery and equipment | Minimum | |
Property Plant And Equipment Estimated Useful Lives Of Assets [Line Items] | |
Useful Life (in years) | 5 years |
Machinery and equipment | Maximum | |
Property Plant And Equipment Estimated Useful Lives Of Assets [Line Items] | |
Useful Life (in years) | 15 years |
Furniture and fixtures | Minimum | |
Property Plant And Equipment Estimated Useful Lives Of Assets [Line Items] | |
Useful Life (in years) | 5 years |
Furniture and fixtures | Maximum | |
Property Plant And Equipment Estimated Useful Lives Of Assets [Line Items] | |
Useful Life (in years) | 10 years |
IT hardware and software | Minimum | |
Property Plant And Equipment Estimated Useful Lives Of Assets [Line Items] | |
Useful Life (in years) | 3 years |
IT hardware and software | Maximum | |
Property Plant And Equipment Estimated Useful Lives Of Assets [Line Items] | |
Useful Life (in years) | 10 years |
Business Combination and Reca_2
Business Combination and Recapitalization (Details) | 1 Months Ended | 12 Months Ended | |||||||||
Oct. 29, 2020 USD ($) $ / shares shares | Jul. 07, 2020 USD ($) $ / shares | Jun. 22, 2020 | Jun. 30, 2020 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2020 USD ($) shares | Dec. 31, 2018 | Mar. 19, 2021 $ / shares | May 31, 2020 USD ($) | Sep. 30, 2016 USD ($) | |
Business Combination And Recapitalization [Line Items] | |||||||||||
Goodwill recorded in business combination | $ 0 | ||||||||||
Intangible assets recorded in business combination | $ 0 | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | |||||||||
Proceeds from issuance of common stock | $ 190,492,000 | $ 0 | $ 0 | ||||||||
Business combination direct and incremental expense | $ 72,500,000 | ||||||||||
Business combination contingent obligations paid | 2,400,000 | ||||||||||
Stock price trigger (in dollars per share) | $ / shares | $ 85 | ||||||||||
Liability recorded at issuance | $ 50,000,000 | ||||||||||
Production period in which holders of Bridge Notes could receive a base model vehicle | 12 months | ||||||||||
Convertible preferred stock conversion ratio | 2.7162 | ||||||||||
Class A Common Stock | |||||||||||
Business Combination And Recapitalization [Line Items] | |||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||
Conversion of Bridge Notes to Class A (in shares) | shares | 5,882,352 | ||||||||||
Class B Common Stock | |||||||||||
Business Combination And Recapitalization [Line Items] | |||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | |||||||||
Adjustments to preferred stock conversion price (in dollars per share) | $ / shares | $ 0.10 | ||||||||||
Founders Convertible Preferred | |||||||||||
Business Combination And Recapitalization [Line Items] | |||||||||||
Convertible preferred shares outstanding (in shares) | shares | 27,162,191 | ||||||||||
Series A Convertible Preferred | |||||||||||
Business Combination And Recapitalization [Line Items] | |||||||||||
Convertible preferred stock conversion ratio | 2.7162 | ||||||||||
Convertible preferred shares outstanding (in shares) | shares | 16,983,241 | ||||||||||
Series B Convertible Preferred | |||||||||||
Business Combination And Recapitalization [Line Items] | |||||||||||
Convertible preferred shares outstanding (in shares) | shares | 3,765,685 | ||||||||||
Bridge Notes | |||||||||||
Business Combination And Recapitalization [Line Items] | |||||||||||
Debt settled in exchange for shares | $ 10,000,000 | ||||||||||
Convertible preferred stock conversion ratio | 2.7162 | ||||||||||
Bridge Notes | Class A Common Stock | |||||||||||
Business Combination And Recapitalization [Line Items] | |||||||||||
Shares issued to settled debt (in shares) | shares | 1,361,268 | 1,300,000 | |||||||||
Bridge Notes | Special Purpose Acquisition Corporation Transaction | Class A Common Stock | |||||||||||
Business Combination And Recapitalization [Line Items] | |||||||||||
Percentage of conversion instrument share price | 75% | ||||||||||
HF Holdco LLC | Bridge Notes | |||||||||||
Business Combination And Recapitalization [Line Items] | |||||||||||
Issuance of notes | $ 0 | $ 250,000 | |||||||||
Demand Note | HF Holdco LLC | |||||||||||
Business Combination And Recapitalization [Line Items] | |||||||||||
Advance in the form of notes | $ 250,000 | ||||||||||
Convertible Debt | |||||||||||
Business Combination And Recapitalization [Line Items] | |||||||||||
Issuance of notes | $ 50,000,000 | ||||||||||
Debt instrument interest rate | 0% | ||||||||||
Selling, general and administrative expense | |||||||||||
Business Combination And Recapitalization [Line Items] | |||||||||||
Business combination direct and incremental expense | 1,500,000 | ||||||||||
Gain (Loss) on Derivative Instruments | |||||||||||
Business Combination And Recapitalization [Line Items] | |||||||||||
Change in fair value of convertible equity security | $ 9,600,000 | ||||||||||
Spartan Energy Acquisition Corp. | |||||||||||
Business Combination And Recapitalization [Line Items] | |||||||||||
Aggregate consideration for the business combination | $ 1,800,000,000 | ||||||||||
Number of shares issued under business combination (in shares) | shares | 179,192,713 | ||||||||||
Spartan Energy Acquisition Corp. | Class A Common Stock | |||||||||||
Business Combination And Recapitalization [Line Items] | |||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | ||||||||||
Number of shares issued under business combination (in shares) | shares | 46,838,585 | ||||||||||
Spartan Energy Acquisition Corp. | Class B Common Stock | |||||||||||
Business Combination And Recapitalization [Line Items] | |||||||||||
Number of shares issued under business combination (in shares) | shares | 132,354,128 | ||||||||||
Common Stock | Class A Common Stock | |||||||||||
Business Combination And Recapitalization [Line Items] | |||||||||||
Stock issued during period (in shares) | shares | 22,517,941 | ||||||||||
Conversion of Bridge Notes to Class A (in shares) | shares | 1,361,268 | ||||||||||
Common Stock | Spartan Energy Acquisition Corp. | |||||||||||
Business Combination And Recapitalization [Line Items] | |||||||||||
Business combination share price (in dollars per share) | $ / shares | $ 10 | ||||||||||
PIPE Investor | Spartan Energy Acquisition Corp. | |||||||||||
Business Combination And Recapitalization [Line Items] | |||||||||||
Stock issued during period (in shares) | shares | 50,000,000 | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 10 | ||||||||||
Proceeds from issuance of common stock | $ 500,000,000 | ||||||||||
PIPE Investor | Common Stock | Spartan Energy Acquisition Corp. | |||||||||||
Business Combination And Recapitalization [Line Items] | |||||||||||
Stock issued during period (in shares) | shares | 50,000,000 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets included in: | ||
Total fair value | $ 604,185 | $ 1,181,256 |
Equity investment | ||
Assets included in: | ||
Total fair value | 3,140 | |
Money market funds included in cash and cash equivalents | ||
Assets included in: | ||
Total fair value | 601,045 | 1,181,256 |
Level 1 | ||
Assets included in: | ||
Total fair value | 604,185 | 1,181,256 |
Level 1 | Equity investment | ||
Assets included in: | ||
Total fair value | 3,140 | |
Level 1 | Money market funds included in cash and cash equivalents | ||
Assets included in: | ||
Total fair value | 601,045 | 1,181,256 |
Level 2 | ||
Assets included in: | ||
Total fair value | 0 | 0 |
Level 2 | Equity investment | ||
Assets included in: | ||
Total fair value | 0 | |
Level 2 | Money market funds included in cash and cash equivalents | ||
Assets included in: | ||
Total fair value | 0 | 0 |
Level 3 | ||
Assets included in: | ||
Total fair value | 0 | 0 |
Level 3 | Equity investment | ||
Assets included in: | ||
Total fair value | 0 | |
Level 3 | Money market funds included in cash and cash equivalents | ||
Assets included in: | ||
Total fair value | $ 0 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | 2 Months Ended | 12 Months Ended | ||||
Mar. 16, 2022 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 29, 2020 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Payments for equity method investment | $ 10,000 | $ 0 | $ 0 | |||
Unrealized loss recognized on equity securities | 6,860 | 0 | 0 | |||
Non-cash loss attributable to change in fair value of warrants | $ 75,400 | $ 0 | $ 138,436 | 75,363 | ||
Loss related to change in fair value of embedded derivative and convertible equity security | $ 10,100 | |||||
Class A Common Stock | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Shares issued for convertible equity security holders (in shares) | 5,882,352 | |||||
Shares issued for note holders (in shares) | 1,361,268 | |||||
Public and Private Warrants | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Business combination warrant liability recognized | $ 62,700 | |||||
2026 Notes | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Fair value of convertible notes | $ 309,800 | |||||
Fisker Group | Allego | Class A Common Stock | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Sale of stock, number of shares issued in transaction (in shares) | 1,000,000 | |||||
Allego | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Payments for equity method investment | $ 10,000 | |||||
Ownership percentage | 5% |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Quantitative Information Regarding Fair Value Measurements (Details) | 12 Months Ended | |||
Oct. 29, 2020 iteration $ / shares | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 iteration $ / shares | |
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 | ||
Dividend yield | 0% | 0% | ||
Monte Carlo simulation number of iterations | iteration | 100,000 | 100,000 | ||
Negotiated discount | 7% | 7% | ||
Stock price | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Stock price (in dollars per share) | $ 8.96 | $ 14.65 | ||
Exercise price | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Exercise price (in dollars per share) | $ 11.50 | $ 11.50 | ||
Expected warrant term | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Expected warrant term | 5 years | 4 years 9 months 18 days | ||
Volatility | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Volatility | 40.75% | 32% | ||
Risk-free interest rate | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Risk-free interest rate | 0.38% | 0.36% | ||
Dividend yield | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Dividend yield | 0% | 0% |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Reconciliation of Changes in Level 3 of Private Warrants (Details) - Level 3 - Public warrants $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning Balance | $ 47,615 |
Change in fair value | 63,526 |
Cashless exercise of warrants | (111,141) |
Ending Balance | $ 0 |
Prepaid expenses and other cu_3
Prepaid expenses and other current assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid insurance | $ 2,951 | $ 6,809 |
Value-added tax receivable | 27,928 | 10,299 |
Prepaid research and development expenses | 0 | 10,415 |
Prepaid and other current assets | 60,886 | 2,900 |
Equity investment | $ 91,765 | $ 30,423 |
Intangible asset - Summary of I
Intangible asset - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 8 years | |
Gross Carrying Amount | $ 252,304 | $ 231,525 |
Accumulated Amortization | (5,257) | 0 |
Net | $ 247,047 | 231,525 |
Capitalized cost - manufacturing | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 8 years | |
Gross Carrying Amount | $ 252,304 | 231,525 |
Accumulated Amortization | (5,257) | 0 |
Net | $ 247,047 | $ 231,525 |
Intangible asset - Additional I
Intangible asset - Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Useful life | 8 years |
Amortization expense | $ 5.3 |
Amortization expense in 2023 | 32.3 |
Amortization expense in 2024 | 32.3 |
Amortization expense in 2025 | 32.3 |
Amortization expense in 2026 | 32.3 |
Amortization expense in 2027 | $ 32.3 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 389,618 | $ 86,439 |
Less: Accumulated depreciation and amortization | (2,481) | (796) |
Property and equipment, net | 387,137 | 85,643 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 42,298 | 1,174 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 470 | 307 |
IT hardware and software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 6,427 | 3,778 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 634 | 20 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 339,789 | $ 81,160 |
Property and Equipment, net - A
Property and Equipment, net - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization | $ 1.9 | $ 0.8 | $ 0.1 |
Accrued property and equipment | $ 144.8 | $ 35.4 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 33,424 | $ 18,285 |
Operating lease liabilities | 34,969 | $ 17,800 |
Finance lease right-of-use assets at lease inception | 4,300 | |
Finance lease liability | 3,000 | |
Amortization of right-of-use assets | $ 100 | |
Lease term | 8 years | |
Finance lease right-of-use assets | $ 4,200 | |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Accrued expenses | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other non-current assets |
Leases - Summary of Information
Leases - Summary of Information Regarding Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Operating lease right-of-use assets | $ 33,424 | $ 18,285 |
Liabilities: | ||
Operating Lease—Current | 7,085 | 4,552 |
Operating Lease—Long term | $ 27,884 | $ 14,933 |
Leases - Summary of Lease Relat
Leases - Summary of Lease Related Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Lease costs: | ||
Operating lease expense | $ 5,690 | $ 3,318 |
Short-term lease expense | 204 | 74 |
Total lease costs | $ 5,894 | $ 3,392 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Weighted average remaining lease term (in years) | 4 years 10 months 24 days | 3 years 7 months 6 days |
Weighted average discount rate | 5.66% | 5.27% |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows used by operating leases | $ 4,348 | $ 957 |
Non-cash activity: | ||
ROU asset obtained in exchange for operating lease obligations | $ 19,076 | $ 18,313 |
Leases - Summary of Maturity An
Leases - Summary of Maturity Analysis of Operating Lease Liability (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Year Ending December 31, 2023 | $ 7,039 | |
Year Ending December 31, 2024 | 7,122 | |
Year Ending December 31, 2025 | 7,210 | |
Year Ending December 31, 2026 | 6,569 | |
Year Ending December 31, 2027 | 2,669 | |
Thereafter | 13,617 | |
Total | 44,226 | |
Less present value discount | (9,257) | |
Operating lease liabilities | $ 34,969 | $ 17,800 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payroll And Accruals [Line Items] | ||
Total accrued expenses | $ 264,925 | $ 79,634 |
Contract with customer, liability, current | 4,900 | |
Accrued vendor liabilities | ||
Payroll And Accruals [Line Items] | ||
Total accrued expenses | 251,291 | 67,293 |
Order deposits | ||
Payroll And Accruals [Line Items] | ||
Total accrued expenses | 4,860 | 0 |
Accrued professional fees | ||
Payroll And Accruals [Line Items] | ||
Total accrued expenses | 1,145 | 3,579 |
Accrued payroll | ||
Payroll And Accruals [Line Items] | ||
Total accrued expenses | 1,627 | 1,989 |
Accrued interest | ||
Payroll And Accruals [Line Items] | ||
Total accrued expenses | 4,867 | 6,165 |
Accrued other | ||
Payroll And Accruals [Line Items] | ||
Total accrued expenses | $ 1,135 | $ 608 |
Customer Deposits (Details)
Customer Deposits (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deposit Liabilities Disclosure [Line Items] | ||
Customer deposits | $ 15,334 | $ 6,300 |
Customer reservation deposits | ||
Deposit Liabilities Disclosure [Line Items] | ||
Customer deposits | 14,580 | 5,546 |
Customer SUV option | ||
Deposit Liabilities Disclosure [Line Items] | ||
Customer deposits | $ 754 | $ 754 |
Convertible Senior Notes - Addi
Convertible Senior Notes - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Oct. 29, 2020 | Aug. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Line Items] | |||||
Interest expense related to the amortization of debt issuance costs | $ 18,426,000 | $ 6,546,000 | $ 1,610,000 | ||
Debt instrument sinking fund description | No sinking fund is provided for the 2026 Notes, which means that we are not required to redeem or retire them periodically | ||||
Payments for capped call option | $ 0 | $ 96,788,000 | $ 0 | ||
2026 Notes Capped Call Transaction | |||||
Debt Disclosure [Line Items] | |||||
Payments for capped call option | $ 96,800,000 | ||||
Option indexed to Class A Common stock (in shares) | 33,900,000 | ||||
Initial cap price per share (in dollars per share) | $ 32.57 | ||||
Strike price (in dollars per share) | $ 19.70 | ||||
Class A Common Stock | |||||
Debt Disclosure [Line Items] | |||||
Debt conversion converted instrument (in shares) | 5,882,352 | ||||
2026 Notes | |||||
Debt Disclosure [Line Items] | |||||
Issuance of notes | $ 667,500,000 | ||||
Debt instrument interest rate | 2.50% | ||||
Initial placement amount | $ 625,000,000 | ||||
Option to purchase additional notes, principal amount | 100,000,000 | ||||
Exercised amount | 42,500,000 | ||||
Proceeds from issuance of notes | $ 562,200,000 | ||||
Debt instrument initial conversion price (in dollars per share) | $ 19.70 | ||||
Minimum percentage of conversion price required to redeem notes based on last reported sale price of common stock | 130% | ||||
Debt instrument redemption price equal to percentage of the principal amount of the notes | 100% | ||||
Number of consecutive trading days | 30 days | ||||
Number of business days used to determine conversion price of notes | 5 days | ||||
Number of consecutive trading days in measurement period | 10 days | ||||
Threshold percentage of the principal amount of notes including accrued and unpaid interest required to repurchase of notes in the event of fundamental change | 100% | ||||
Interest expense related to the amortization of debt issuance costs | 1,500,000 | ||||
Contractual interest expense | 16,700,000 | ||||
Sinking fund amount | $ 0 | ||||
2026 Notes | Minimum | |||||
Debt Disclosure [Line Items] | |||||
Number of trading days used to determine the conversion price | 20 days | ||||
Number of trading days based on last reported sale price of common stock | 20 days | ||||
Threshold percentage of product of the reported sale price of common stock and the applicable conversion rate of the notes on trading day for conversion of notes | 98% | ||||
2026 Notes | Class A Common Stock | |||||
Debt Disclosure [Line Items] | |||||
Debt conversion converted instrument (in shares) | 0.0507743 | ||||
Minimum percentage of conversion price required to redeem notes based on last reported sale price of common stock | 130% |
Convertible Senior Notes - Summ
Convertible Senior Notes - Summary 2026 Notes (Details) - 2026 Notes $ in Thousands | Dec. 31, 2022 USD ($) |
Loans notes trade and other payables disclosure [Line Items] | |
Principal | $ 667,500 |
Unamortized debt issuance costs | (6,678) |
Net carrying amount | $ 660,822 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | Oct. 29, 2020 $ / shares shares | Dec. 31, 2022 vote $ / shares shares | Dec. 31, 2021 $ / shares shares | Mar. 19, 2021 $ / shares | Jun. 30, 2020 $ / shares |
Class of Stock [Line Items] | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | |||
Preferred stock, shares authorized (in shares) | 15,000,000 | 15,000,000 | 15,000,000 | ||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | |||
Preferred stock, issued (in shares) | 0 | 0 | |||
Preferred stock, outstanding (in shares) | 0 | 0 | |||
Spartan Energy Acquisition Corp. | |||||
Class of Stock [Line Items] | |||||
Warrants outstanding (in shares) | 47,074,454 | ||||
Spartan Energy Acquisition Corp. | PIPE Investor | |||||
Class of Stock [Line Items] | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 10 | ||||
Stock issued during period (in shares) | 50,000,000 | ||||
Common stock conversion ratio | 1 | ||||
Class A Common Stock | |||||
Class of Stock [Line Items] | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||
Common stock, authorized (in shares) | 750,000,000 | 750,000,000 | 750,000,000 | ||
Common stock, outstanding (in shares) | 187,599,812 | 164,377,306 | |||
Number of votes per share | vote | 1 | ||||
Class A Common Stock | Spartan Energy Acquisition Corp. | |||||
Class of Stock [Line Items] | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | ||||
Common stock, outstanding (in shares) | 144,750,524 | ||||
Class B Common Stock | |||||
Class of Stock [Line Items] | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | |||
Common stock, authorized (in shares) | 150,000,000 | 150,000,000 | 150,000,000 | ||
Common stock, outstanding (in shares) | 132,354,128 | 132,354,128 | 132,354,128 | ||
Number of votes per share | vote | 10 |
Warrants - Additional Informati
Warrants - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Oct. 29, 2020 $ / shares shares | May 31, 2022 USD ($) | Mar. 31, 2021 shares | Jun. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) milestone $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) shares | Mar. 19, 2021 $ / shares shares | Jun. 30, 2020 $ / shares | |
Class of Stock [Line Items] | |||||||||
Number of warrants issued per share (in shares) | 1 | ||||||||
Class of warrants or rights number of days after which the warrants are exercisable | 30 days | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | |||||||
Common stock surrendered (in shares) | 4,452,671 | ||||||||
Recognition of Magna Warrants | $ | $ 20,778,000 | $ 89,477,000 | $ 58,041,000 | ||||||
Number of interrelated performance conditions | milestone | 3 | ||||||||
Capitalized cost, manufacturing | $ | $ 246,900,000 | ||||||||
Proceeds from stock issuance under "At-the-market" offering | $ | $ 190,492,000 | $ 0 | $ 0 | ||||||
Public warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Class of warrant or exercise price of warrants or rights (in dollars per share) | $ / shares | $ 11.50 | ||||||||
Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants outstanding (in shares) | 0 | 27,751,587 | |||||||
Class of warrant or exercise price of warrants or rights (in dollars per share) | $ / shares | 11.50 | ||||||||
Common stock price surrendered for exercise of warrants (in dollars per share) | $ / shares | 0.5046 | ||||||||
Conversion of warrants (in shares) | 4,907,329 | ||||||||
Proceeds from issuance of warrants | $ | $ 89,000,000 | ||||||||
Warrants exercised (in shares) | 7,733,400 | ||||||||
Spartan Energy Acquisition Corp. | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants outstanding (in shares) | 47,074,454 | ||||||||
Private warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants outstanding (in shares) | 0 | ||||||||
Class of warrants or rights lock in period | 30 days | ||||||||
Private warrants | Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants outstanding (in shares) | 0 | 9,360,000 | |||||||
Private warrants | Spartan Energy Acquisition Corp. | |||||||||
Class of Stock [Line Items] | |||||||||
Number of warrants exercised (in shares) | 9,360,000 | ||||||||
Public warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Warrant redemption price (in dollars per share) | $ / shares | $ 0.01 | ||||||||
Redemption of unexercised warrants | $ | $ 2,259 | ||||||||
Public warrants | Redemption Date | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants outstanding (in shares) | 225,906 | ||||||||
Public warrants | Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants outstanding (in shares) | 0 | 18,391,587 | |||||||
Cashless exercise price of warrants (in dollars per share) | $ / shares | $ 0.4954 | ||||||||
Private Placement | |||||||||
Class of Stock [Line Items] | |||||||||
Recognition of Magna Warrants | $ | $ 277,000,000 | ||||||||
Magna Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Class of warrant or exercise price of warrants or rights (in dollars per share) | $ / shares | $ 0.01 | ||||||||
Class of warrant or right number of warrants granted (in shares) | 19,474,454 | ||||||||
Proportion of equity ownership interest in subsidiary | 6% | ||||||||
Exercise vested warrants expire date | Oct. 29, 2030 | ||||||||
Shares issued for vested and exercise of warrants (in shares) | 12,969,986 | ||||||||
Exercise of warrants (in shares) | 0 | ||||||||
Magna Warrants | Warrant | |||||||||
Class of Stock [Line Items] | |||||||||
Fair value of each warrant, exercise price (in dollars per share) | $ / shares | $ 0.01 | ||||||||
ATM Program | |||||||||
Class of Stock [Line Items] | |||||||||
Proceeds from stock issuance under "At-the-market" offering | $ | $ 350,000,000 | ||||||||
Sale of stock, amount of securities issuable under program | $ | $ 1,650,000,000 | ||||||||
Class A Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 11.50 | ||||||||
Common stock, par value (in dollars per share) | $ / shares | 0.00001 | $ 0.00001 | $ 0.00001 | ||||||
Number of warrants exercised (in shares) | 8,387 | ||||||||
Unrecognized proceeds from issuance of warrants | $ | $ 100,000 | ||||||||
Class A Common Stock | Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Conversion of warrants (in shares) | 5,882,352 | ||||||||
Exercise of warrants (in shares) | 9,943,067 | ||||||||
Class A Common Stock | Spartan Energy Acquisition Corp. | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | ||||||||
Class A Common Stock | Magna Warrants | Stock price | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, measurement date stock price (in dollars per share) | $ / shares | $ 8.96 | ||||||||
Class A Common Stock | ATM Program | |||||||||
Class of Stock [Line Items] | |||||||||
Proceeds from stock issuance under "At-the-market" offering | $ | $ 2,000,000,000 | ||||||||
Sale of stock, number of shares issued in transaction (in shares) | 22,517,941 | ||||||||
Sale of stock, consideration received on transaction | $ | $ 193,500,000 | ||||||||
Payments for commissions and other direct incremental issuance costs | $ | $ 2,900,000 | ||||||||
Sale of stock, shares available for sale under program | 156,500,000 | ||||||||
Common Stock | Public and Private Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants outstanding (in shares) | 27,760,000 |
Warrants - Private and Public W
Warrants - Private and Public Warrants Exercised Activity and Underlying Common Stock Issued or Surrendered (Details) - Common Stock | 12 Months Ended |
Dec. 31, 2021 shares | |
Warrants Outstanding Roll Forward [Roll Forward] | |
December 31, 2020 (in shares) | 27,751,587 |
Shares issued for cash exercises (in shares) | (7,733,400) |
Shares issued for cashless exercises (in shares) | (10,075,120) |
Shares surrendered upon cashless exercises (in shares) | (9,717,161) |
Shares redeemed by Company for cash (in shares) | (225,906) |
December 31, 2021 (in shares) | 0 |
Public warrants | |
Warrants Outstanding Roll Forward [Roll Forward] | |
December 31, 2020 (in shares) | 18,391,587 |
Shares issued for cash exercises (in shares) | (7,733,400) |
Shares issued for cashless exercises (in shares) | (5,167,791) |
Shares surrendered upon cashless exercises (in shares) | (5,264,490) |
Shares redeemed by Company for cash (in shares) | (225,906) |
December 31, 2021 (in shares) | 0 |
Private warrants | |
Warrants Outstanding Roll Forward [Roll Forward] | |
December 31, 2020 (in shares) | 9,360,000 |
Shares issued for cash exercises (in shares) | |
Shares issued for cashless exercises (in shares) | (4,907,329) |
Shares surrendered upon cashless exercises (in shares) | (4,452,671) |
Shares redeemed by Company for cash (in shares) | |
December 31, 2021 (in shares) | 0 |
Warrants - Schedule of Warrants
Warrants - Schedule of Warrants Accounted as Awards to Non Employees Measured on Performance Conditions that are Evaluated for Achievement (Details) | Dec. 31, 2022 shares |
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 (in shares) | 19,474,454 |
(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 | |
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 (in shares) | 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 Agreement | |
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 (in shares) | 6,484,993 |
(c) Start of pre-serial production | |
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 (in shares) | 6,504,468 |
Warrants - Schedule of Stockhol
Warrants - Schedule of Stockholders Equity Note Warrants or Rights Fair Value of Vested Warrants (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Statement [Line Items] | |
Fair value | $ 174,297 |
Capitalized at December 31, 2022 | 168,297 |
Milestone (a) | |
Statement [Line Items] | |
Fair value | 58,041 |
Capitalized at December 31, 2022 | 58,041 |
Milestone (b) | |
Statement [Line Items] | |
Fair value | 58,041 |
Capitalized at December 31, 2022 | 58,041 |
Milestone (c) | |
Statement [Line Items] | |
Fair value | 58,215 |
Capitalized at December 31, 2022 | $ 52,215 |
Loss Per Share - Computation of
Loss Per Share - Computation of Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | |||
Net loss | $ (547,496) | $ (471,341) | $ (130,004) |
Deemed dividend attributable to preferred stock | 0 | 0 | 0 |
Net loss attributable to common shareholders | $ (547,496) | $ (471,341) | $ (130,004) |
Denominator: | |||
Weighted average Class A and Class B Common shares outstanding- Basic (in shares) | 303,366,068 | 292,004,136 | 135,034,921 |
Diluted effect of potential common shares (in shares) | 0 | 0 | 0 |
Weighted average Class A and Class B Common shares outstanding- Diluted (in shares) | 303,366,068 | 292,004,136 | 135,034,921 |
Net loss per share attributable to Class A and Class B Common shareholders- Basic (in dollars per share) | $ (1.80) | $ (1.61) | $ (0.96) |
Net loss per share attributable to Class A and Class B Common shareholders- Diluted (in dollars per share) | $ (1.80) | $ (1.61) | $ (0.96) |
Class A Common Stock | |||
Denominator: | |||
Weighted average Class A and Class B Common shares outstanding- Basic (in shares) | 171,011,940 | 159,650,008 | 25,167,525 |
Class B Common Stock | |||
Denominator: | |||
Weighted average Class A and Class B Common shares outstanding- Basic (in shares) | 132,354,128 | 132,354,128 | 109,867,396 |
Loss Per Share - Common Shares
Loss Per Share - Common Shares Outstanding Excluded From Computation of Diluted Loss Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 71,046,895 | 64,557,391 | 52,906,676 |
Convertible senior notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 33,891,845 | 33,891,845 | 0 |
Stock options and warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 37,155,050 | 30,665,546 | 52,906,676 |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | 24 Months Ended | ||||
Jun. 08, 2021 | Oct. 29, 2020 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2017 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Number of shares issued under the plan (in shares) | 0 | ||||||
Contractual life of awards | 4 years 8 months 12 days | 5 years 7 months 6 days | 6 years 6 months | 6 years | |||
Awards granted (in shares) | 495,700 | 1,138,443 | 15,882,711 | ||||
Expected dividend yield | 0% | 0% | |||||
Intrinsic value of options outstanding | $ 112,100 | ||||||
Intrinsic value of options exercisable | 110,800 | ||||||
Intrinsic value of options exercised | $ 1,800 | $ 26,300 | $ 500 | ||||
Weighted average grant date fair value (in dollars per share) | $ 10.25 | $ 15.96 | $ 14.65 | ||||
Unrecognized compensation expense related to unvested options | $ 26,800 | ||||||
Stock-based compensation | 19,602 | $ 5,622 | $ 711 | ||||
Class A Common Stock | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Stock-based compensation | $ 4,600 | $ 700 | |||||
Value of restricted stock issued | $ 200,000 | ||||||
Award vesting percentage | 25% | ||||||
Stock Options | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Minimum estimated fair value percentage of exercise priced on the date of grant | 100% | ||||||
Minimum percentage of shareholders | 15% | ||||||
Minimum estimated percentage of fair value of shares | 110% | ||||||
Contractual life of awards | 10 years | ||||||
Expected dividend yield | 0% | ||||||
RSUs | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Awards granted (in shares) | 494,091 | 176,561 | 0 | ||||
Awards forfeited upon employee termination (in shares) | 1,016 | 1,635 | |||||
RSUs | Class A Common Stock | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Day average closing date preceding grant date | 30 days | ||||||
PRSUs | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Value of restricted stock issued | $ 10,100 | ||||||
PRSUs | Vesting upon Committee's determination | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Award vesting percentage | 50% | ||||||
PRSUs | Vesting upon first anniversary of Ocean Start of Production | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Award vesting percentage | 50% | ||||||
PRSUs | Class A Common Stock | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Number of shares authorized under the plan (in shares) | 3,140,423 | ||||||
Value of restricted stock issued | $ 22,800 | ||||||
Number of awards convertible into each underlying share (in shares) | 1 | ||||||
Awards forfeited upon employee termination (in shares) | 176,965 | ||||||
Plan | Class A Common Stock | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Number of shares added to the plan (in shares) | 24,097,751 | ||||||
Number of shares authorized under the plan (in shares) | 48,000,000 | ||||||
ESPP | Class A Common Stock | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Number of shares authorized under the plan (in shares) | 3,213,034 | ||||||
ESPP | Stock Options | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Period for recognition of compensation expense of unvested options | 1 year 1 month 6 days |
Stock Based Compensation - Stoc
Stock Based Compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total | $ 19,602 | $ 5,622 | $ 711 |
Selling, general and administrative expense | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total | 6,861 | 1,135 | 377 |
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total | $ 12,741 | $ 4,487 | $ 334 |
Stock Based Compensation - St_2
Stock Based Compensation - Stock Option Activity (Details) - $ / shares | 12 Months Ended | 24 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2017 | |
Options | ||||
Beginning Balance (in shares) | 17,695,560 | 18,724,096 | ||
Granted (in shares) | 495,700 | 1,138,443 | 15,882,711 | |
Exercised (in shares) | (213,048) | (1,532,002) | ||
Forfeited (in shares) | (297,616) | (634,977) | ||
Ending Balance (in shares) | 17,680,596 | 17,695,560 | 18,724,096 | |
Weighted Average Exercise Price | ||||
Beginning Balance (in dollars per share) | $ 1.44 | $ 0.69 | ||
Granted (in dollars per share) | 10.15 | 15.96 | ||
Exercised (in dollars per share) | 2.13 | 0.43 | ||
Forfeited (in dollars per share) | 12.09 | 7.86 | ||
Ending Balance (in dollars per share) | $ 1.51 | $ 1.44 | $ 0.69 | |
Weighted Average Contractual Term (in Years) | 4 years 8 months 12 days | 5 years 7 months 6 days | 6 years 6 months | 6 years |
Stock Based Compensation - St_3
Stock Based Compensation - Stock Options Valuation Assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
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 | 74.90% | 90.20% |
Volatility, Maximum | 76.40% | 99.90% |
Dividend yield | 0% | 0% |
Common stock price (in dollars per share) | $ 15.96 | |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 3.70% | 0.60% |
Common stock price (in dollars per share) | $ 6.95 | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 4.30% | 1.50% |
Common stock price (in dollars per share) | $ 7.99 |
Stock Based Compensation - Ad_2
Stock Based Compensation - Additional Information Regarding Stock Options Exercisable (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Exercise Price Range Lower Range Limit (in dollars per share) | $ 0.06 |
Exercise Price Range Upper Range Limit (in dollars per share) | $ 24.48 |
Number (in shares) | shares | 17,680,596 |
Weighted Average Exercise Price (in dollars per share) | $ 1.51 |
Weighted Average Contractual Term (in Years) | 4 years 8 months 12 days |
Stock Based Compensation - RSU
Stock Based Compensation - RSU Activity (Details) - RSUs - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
RSU Awards | |||
Unvested beginning balance (in shares) | 17,174 | 0 | |
Awarded (in shares) | 494,091 | 176,561 | 0 |
Vested (in shares) | (498,497) | (157,752) | |
Forfeited (in shares) | (1,016) | (1,635) | |
Unvested ending balance (in shares) | 11,752 | 17,174 | 0 |
Weighted Average Grant Date Fair Value | |||
Unvested beginning balance (in dollars per share) | $ 13.47 | $ 0 | |
Awarded (in dollars per share) | 10.25 | 13.01 | |
Vested (in dollars per share) | 11.19 | 12.93 | |
Forfeited (in dollars per share) | 11.46 | 14.05 | |
Unvested ending balance (in dollars per share) | $ 12.45 | $ 13.47 | $ 0 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Before Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (549,514) | $ (470,603) | $ (129,821) |
International | 2,203 | (723) | (183) |
Total | $ (547,311) | $ (471,326) | $ (130,004) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 0 | 0 | 0 |
International | 221 | 15 | 0 |
Total current tax provision | 221 | 15 | 0 |
Deferred | |||
Federal | 0 | 0 | 0 |
State | 0 | 0 | 0 |
International | (36) | 0 | 0 |
Total deferred tax provision | (36) | 0 | 0 |
Total Tax Provision | $ 185 | $ 15 | $ 0 |
Income Taxes - Summary of Effec
Income Taxes - Summary of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Expected federal income tax benefit | 21% | 21% | 21% |
State taxes net of federal benefit | 4.20% | 3.70% | (0.70%) |
Tax credits | 0.90% | 0.80% | 0.10% |
Valuation allowance | (25.30%) | (20.00%) | (6.20%) |
Fair value of derivatives | 0% | (6.20%) | (13.80%) |
Other | (0.80%) | 0.70% | (0.40%) |
Income taxes provision (benefit) | 0% | 0% | 0% |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||||
Net operating loss carryforwards | $ 147,789 | $ 104,174 | ||
Tax credits | 11,461 | 3,842 | ||
Lease liability | 6,793 | 5,085 | ||
Capitalized research and development costs | 82,084 | 0 | ||
Other | 7,042 | 892 | ||
Total deferred tax assets | 255,169 | 113,993 | ||
Deferred tax liabilities: | ||||
ROU asset | (6,902) | (5,198) | ||
Other | 0 | 0 | ||
Total deferred tax liabilities | (6,902) | (5,198) | ||
Valuation allowance | (248,230) | (108,794) | $ (14,562) | $ (6,551) |
Net deferred tax asset/(liability) | $ 37 | $ 1 |
Income Taxes - Summary of Valua
Income Taxes - Summary of Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Valuation Allowance | |||
Beginning of the year | $ 108,794 | $ 14,562 | $ 6,551 |
Increase—income tax benefit | 139,436 | 94,232 | 8,011 |
End of the year | $ 248,230 | $ 108,794 | $ 14,562 |
Income taxes - Additional Infor
Income taxes - Additional Information (Details) | 12 Months Ended | |||
Dec. 31, 2022 USD ($) jurisdiction | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
Operating Loss Carryforwards [Line Items] | ||||
Increase—income tax benefit | $ 139,436,000 | $ 94,232,000 | $ 8,011,000 | |
Net operating loss carryforwards, federal | 557,000,000 | |||
Net operating loss carryforwards, state | $ 445,000,000 | |||
Deferred tax assets, operating loss carryforwards expiration period | 5 years | |||
Percentage of taxable income limitation | 80% | |||
Deferred tax assets, operating loss carryforwards expiration year | 2036 | |||
Unrecognized tax benefits | $ 2,975,000 | $ 968,000 | $ 229,000 | $ 100,000 |
Interest and penalties related to uncertain tax positions | $ 0 | |||
Number of foreign jurisdictions | jurisdiction | 3 | |||
Income tax examination, liability (refund) | $ 0 | |||
Federal | ||||
Operating Loss Carryforwards [Line Items] | ||||
Deferred tax assets, tax credit carryforwards, research | $ 9,600,000 | |||
Deferred tax assets, tax credit carryforwards, research expiration year | 2036 | |||
Year under examination | 2017 | |||
State | ||||
Operating Loss Carryforwards [Line Items] | ||||
Deferred tax assets, tax credit carryforwards, research | $ 6,000,000 | |||
Year under examination | 2017 |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning of the year | $ 968 | $ 229 | $ 100 |
Increase related to current year tax positions | 2,007 | 871 | 129 |
Increase related to prior year tax positions | 0 | 0 | 0 |
Decrease for tax positions of prior years | 0 | (129) | 0 |
Decrease due to expiration of statute of limitations | 0 | (3) | 0 |
End of the year | $ 2,975 | $ 968 | $ 229 |
Related Party Transactions (Det
Related Party Transactions (Details) | 1 Months Ended | 12 Months Ended | |||||||||
Jun. 07, 2022 shares | Jun. 08, 2021 shares | Mar. 08, 2021 shares | Sep. 21, 2020 shares | Jun. 22, 2020 USD ($) shares | Jun. 30, 2020 USD ($) shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) | Dec. 31, 2018 USD ($) shares | Jul. 31, 2019 USD ($) | |
Related Party Transaction [Line Items] | |||||||||||
Shares issued under "At-the-market" offering, net of stock issuance costs | $ | $ 186,987,000 | ||||||||||
Convertible preferred stock conversion ratio | 2.7162 | ||||||||||
Consulting Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares purchased for awards (in shares) | 159,769 | ||||||||||
Bridge Notes | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Convertible preferred stock, shares issued upon conversion (in shares) | 3,402,528 | ||||||||||
Convertible preferred stock conversion ratio | 2.7162 | ||||||||||
Roderick K Randall | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt issued | $ | $ 220,000 | $ 100,000 | |||||||||
Mr. Randall and Series Fisker | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares purchased for awards (in shares) | 67,905 | ||||||||||
Mrs. Watt | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Restricted stocks issued (in shares) | 24,271 | 15,723 | |||||||||
Orrick | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Expense incurred for legal services | $ | $ 9,100,000 | $ 1,800,000 | $ 300,000 | ||||||||
Mr. Zuklie | Restricted Stock | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Restricted stocks issued (in shares) | 24,271 | 15,723 | |||||||||
Awards granted (in shares) | 2,711 | ||||||||||
Mr. Zuklie | Restricted Stock | First Quarter | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Award vesting period | 12 months | ||||||||||
Mr. Zuklie | Restricted Stock | Second Quarter | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Award vesting period | 12 months | ||||||||||
Mr. Zuklie | Restricted Stock | Third Quarter | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Award vesting period | 12 months | ||||||||||
Mr. Zuklie | Restricted Stock | Fourth Quarter | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Award vesting period | 12 months | ||||||||||
Series A Convertible Preferred | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Convertible preferred stock, shares issued upon conversion (in shares) | 366,690 | ||||||||||
Convertible preferred stock conversion ratio | 2.7162 | ||||||||||
Series A Convertible Preferred | Mr. Randall and Series Fisker | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock issued during period (in shares) | 1,236,610 | ||||||||||
Shares issued under "At-the-market" offering, net of stock issuance costs | $ | $ 924,984 | ||||||||||
Series A Convertible Preferred | Nadine I Watt Jameson Family Trust | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock issued during period (in shares) | 135,000 | ||||||||||
Shares issued under "At-the-market" offering, net of stock issuance costs | $ | $ 100,980 | ||||||||||
Class A Common Stock | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Restricted stocks issued (in shares) | 24,271 | 15,723 | |||||||||
Common stock, outstanding (in shares) | 187,599,812 | 164,377,306 | |||||||||
Class A Common Stock | Mr. Randall and Series Fisker | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares purchased for awards (in shares) | 13,581 | ||||||||||
Class A Common Stock | Mrs. Watt | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares purchased for awards (in shares) | 13,581 | ||||||||||
Class A Common Stock | Mrs. Watt | First Quarter | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Award vesting period | 12 months | ||||||||||
Class A Common Stock | Mrs. Watt | Second Quarter | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Award vesting period | 12 months | ||||||||||
Class A Common Stock | Mrs. Watt | Third Quarter | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Award vesting period | 12 months | ||||||||||
Class A Common Stock | Mrs. Watt | Fourth Quarter | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Award vesting period | 12 months | ||||||||||
Class A Common Stock | Mr. Jameson | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares purchased for awards (in shares) | 14,939 | ||||||||||
Class A Common Stock | Mr. Zuklie | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock, outstanding (in shares) | 54,461 |