Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 17, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
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 $0.00001 per share | |
Trading Symbol | FSR | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001720990 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 218,201,457 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 132,354,128 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 527,442 | $ 736,549 |
Restricted cash | 97,954 | 0 |
Inventory | 545,653 | 4,276 |
Prepaid expenses and other current assets | 274,391 | 87,489 |
Equity investment | 2,220 | 3,140 |
Total current assets | 1,447,660 | 831,454 |
Non-current assets: | ||
Property and equipment, net | 566,748 | 387,137 |
Intangible assets | 228,819 | 246,922 |
Right-of-use assets, net | 78,739 | 33,424 |
Other non-current assets | 54,371 | 16,489 |
Total non-current assets | 928,677 | 683,972 |
TOTAL ASSETS | 2,376,337 | 1,515,426 |
Current liabilities: | ||
Accounts payable | 444,734 | 58,871 |
Accrued expenses | 398,959 | 264,925 |
Lease liabilities | 17,825 | 7,085 |
Total current liabilities | 861,518 | 330,881 |
COMMITMENTS AND CONTINGENCIES (Note 17) | ||
Non-current liabilities: | ||
Customer deposits | 16,359 | 15,334 |
Lease liabilities | 51,723 | 27,884 |
Total non-current liabilities | 1,176,475 | 704,040 |
Total liabilities | 2,037,993 | 1,034,921 |
Stockholders’ equity: | ||
Preferred stock, $0.00001 par value; 15,000,000 shares authorized; no shares issued and outstanding as of September 30, 2023 and December 31, 2022 | 0 | 0 |
Additional paid-in capital | 1,803,463 | 1,650,196 |
Accumulated deficit | (1,465,122) | (1,166,741) |
Receivable for stock issuance | 0 | (2,953) |
Total stockholders’ equity | 338,344 | 480,505 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 2,376,337 | 1,515,426 |
Class A Common Stock | ||
Stockholders’ equity: | ||
Common stock, value | 2 | 2 |
Class B Common Stock | ||
Stockholders’ equity: | ||
Common stock, value | 1 | 1 |
2025 Convertible senior notes and derivative liability, carried at fair value | ||
Non-current liabilities: | ||
Convertible senior notes | 446,275 | 0 |
2026 Convertible senior notes | ||
Non-current liabilities: | ||
Convertible senior notes | $ 662,118 | $ 660,822 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
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) | 1,250,000,000 | 1,250,000,000 |
Common stock, issued (in shares) | 210,885,860 | 187,599,812 |
Common stock, outstanding (in shares) | 210,885,860 | 187,599,812 |
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 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenues | $ 71,800 | $ 14 | $ 72,823 | $ 36 |
Cost of revenues | 104,548 | 6 | 105,472 | 25 |
Gross margin | (32,748) | 8 | (32,649) | 11 |
Operating costs and expenses: | ||||
Selling, general and administrative | 57,650 | 22,102 | 137,552 | 61,615 |
Research and development | 13,428 | 117,885 | 143,422 | 290,505 |
Total operating costs and expenses | 71,078 | 139,987 | 280,974 | 352,120 |
Loss from operations | (103,826) | (139,979) | (313,623) | (352,109) |
Other income (expense): | ||||
Other income (expense), net | (2,288) | 270 | (2,593) | (553) |
Interest income | 6,395 | 3,075 | 19,870 | 4,693 |
Interest expense | (4,928) | (4,693) | (14,134) | (13,827) |
Foreign currency gain (loss) | 11,068 | (7,285) | 14,467 | (9,956) |
Unrealized gain loss recognized on equity securities | (530) | (730) | (920) | (5,640) |
Fair value adjustment on 2025 convertible senior notes and derivative liability | 725 | 0 | 725 | 0 |
Total other income (expense) | 10,442 | (9,363) | 17,415 | (25,283) |
Loss before income taxes | (93,384) | (149,342) | (296,208) | (377,392) |
Provision for income taxes | (1,835) | 0 | (2,173) | 0 |
Net loss | $ (95,219) | $ (149,342) | $ (298,381) | $ (377,392) |
Net loss per common share | ||||
Net loss per share attributable to Class A and Class B Common stock- Basic (in dollars per share) | $ (0.28) | $ (0.49) | $ (0.89) | $ (1.26) |
Net loss per share attributable to Class A and Class B Common stock - Diluted (in dollars per share) | $ (0.28) | $ (0.49) | $ (0.89) | $ (1.26) |
Weighted average shares outstanding | ||||
Weighted average Class A and Class B Common shares outstanding- Basic (in shares) | 343,101,845 | 303,224,595 | 333,387,699 | 299,462,065 |
Weighted average Class A and Class B Common shares outstanding- Diluted (in shares) | 343,101,845 | 303,224,595 | 333,387,699 | 299,462,065 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands | Total | Additional Paid-in Capital | Receivable for stock issuance | Accumulated Deficit | Class A Common Stock Common Stock | Class B Common Stock Common Stock |
Beginning balance (in shares) at Dec. 31, 2021 | 164,377,306 | 132,354,128 | ||||
Beginning balance at Dec. 31, 2021 | $ 800,042 | $ 1,419,284 | $ (619,245) | $ 2 | $ 1 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | 17,426 | 17,426 | ||||
Exercise of stock options and issuance of restricted stock unit awards, net of statutory tax withholdings (in shares) | 624,502 | |||||
Exercise of stock options and issuance of restricted stock unit awards, net of statutory tax withholdings | 556 | 556 | ||||
Recognition of Magna warrants | $ 20,084 | 20,084 | ||||
Shares issued under "At-the-market" offering, net of stock issuance costs (in shares) | 14,491,359 | |||||
Shares issued under "At-the-market" offering, net of stock issuance costs | $ 129,972 | 129,972 | ||||
Net loss | (377,392) | (377,392) | ||||
Ending balance (in shares) at Sep. 30, 2022 | 179,493,167 | 132,354,128 | ||||
Ending balance at Sep. 30, 2022 | 590,688 | 1,587,322 | (996,637) | $ 2 | $ 1 | |
Beginning balance (in shares) at Jun. 30, 2022 | 166,279,680 | 132,354,128 | ||||
Beginning balance at Jun. 30, 2022 | 606,370 | 1,453,662 | (847,295) | $ 2 | $ 1 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | 11,166 | 11,166 | ||||
Exercise of stock options and issuance of restricted stock unit awards, net of statutory tax withholdings (in shares) | 110,279 | |||||
Exercise of stock options and issuance of restricted stock unit awards, net of statutory tax withholdings | 41 | 41 | ||||
Recognition of Magna warrants | 6,695 | 6,695 | ||||
Shares issued under "At-the-market" offering, net of stock issuance costs (in shares) | 13,103,208 | |||||
Shares issued under "At-the-market" offering, net of stock issuance costs | 115,758 | 115,758 | ||||
Net loss | (149,342) | (149,342) | ||||
Ending balance (in shares) at Sep. 30, 2022 | 179,493,167 | 132,354,128 | ||||
Ending balance at Sep. 30, 2022 | 590,688 | 1,587,322 | (996,637) | $ 2 | $ 1 | |
Beginning balance (in shares) at Dec. 31, 2022 | 187,599,812 | 132,354,128 | ||||
Beginning balance at Dec. 31, 2022 | 480,505 | 1,650,196 | $ (2,953) | (1,166,741) | $ 2 | $ 1 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | $ 13,510 | 13,510 | ||||
Exercise of stock options and issuance of restricted stock unit awards, net of statutory tax withholdings (in shares) | 60,340 | 1,594,719 | ||||
Exercise of stock options and issuance of restricted stock unit awards, net of statutory tax withholdings | $ 53 | 53 | ||||
Recognition of Magna warrants | 6,000 | 6,000 | ||||
Shares issued under "At-the-market" offering, net of stock issuance costs (in shares) | 21,153,154 | |||||
Shares issued under "At-the-market" offering, net of stock issuance costs | 133,657 | 130,704 | 2,953 | |||
Conversion of 2025 Convertible Senior Notes (in shares) | 538,175 | |||||
Conversion of 2025 Convertible Senior Notes | 3,000 | 3,000 | ||||
Net loss | (298,381) | (298,381) | ||||
Ending balance (in shares) at Sep. 30, 2023 | 210,885,860 | 132,354,128 | ||||
Ending balance at Sep. 30, 2023 | 338,344 | 1,803,463 | 0 | (1,465,122) | $ 2 | $ 1 |
Beginning balance (in shares) at Jun. 30, 2023 | 210,179,237 | 132,354,128 | ||||
Beginning balance at Jun. 30, 2023 | 424,427 | 1,794,327 | (1,369,903) | $ 2 | $ 1 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | 6,126 | 6,126 | ||||
Exercise of stock options and issuance of restricted stock unit awards, net of statutory tax withholdings (in shares) | 168,448 | |||||
Exercise of stock options and issuance of restricted stock unit awards, net of statutory tax withholdings | 27 | 27 | ||||
Shares issued under "At-the-market" offering, net of stock issuance costs | (17) | (17) | ||||
Conversion of 2025 Convertible Senior Notes (in shares) | 538,175 | |||||
Conversion of 2025 Convertible Senior Notes | 3,000 | 3,000 | ||||
Net loss | (95,219) | (95,219) | ||||
Ending balance (in shares) at Sep. 30, 2023 | 210,885,860 | 132,354,128 | ||||
Ending balance at Sep. 30, 2023 | $ 338,344 | $ 1,803,463 | $ 0 | $ (1,465,122) | $ 2 | $ 1 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (298,381) | $ (377,392) |
Reconciliation of net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 13,460 | 17,426 |
Depreciation and amortization | 61,452 | 1,212 |
Amortization of right-of-use asset | 6,923 | 3,054 |
Accretion of debt issuance costs | 1,296 | 1,047 |
Change in fair value of 2025 convertible senior notes and derivative liability | (725) | 0 |
Unrealized loss recognized on equity securities | 920 | 5,640 |
Unrealized foreign currency (gain)/loss | (15,385) | 13,301 |
Changes in operating assets and liabilities: | ||
Inventory | (541,378) | 0 |
Prepaid expenses and other assets | (217,084) | (12,942) |
Accounts payable and accrued expenses | 487,956 | 2,319 |
Customer deposits | 1,025 | 7,853 |
Change in operating lease liabilities | (17,659) | (2,948) |
Net cash used in operating activities | (517,580) | (341,430) |
Cash Flows from Investing Activities: | ||
Acquisition of equity investment | 0 | (10,000) |
Funding of notes receivable | (7,700) | 0 |
Purchases of property and equipment and intangible asset | (169,985) | (157,256) |
Net cash used in investing activities | (177,685) | (167,256) |
Cash Flows from Financing Activities: | ||
Proceeds from the issuance of convertible notes | 450,000 | 0 |
Proceeds from the exercise of stock options | 2,820 | 2,146 |
Payments for statutory withholding taxes | (2,768) | (1,436) |
Proceeds from stock issuance under "At-the-market" offering | 135,928 | 132,538 |
Payments for "At-the-market" issuance costs | (1,868) | (2,305) |
Net cash provided by financing activities | 584,112 | 130,943 |
Net decrease in cash and cash equivalents | (111,153) | (377,743) |
Cash and cash equivalents, beginning of the period | 736,549 | 1,202,439 |
Cash, cash equivalents and restricted cash, end of the period | 625,396 | 824,696 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 16,688 | 17,985 |
Cash paid for income taxes | $ 191 | $ 0 |
Overview of the Company
Overview of the Company | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Overview of the Company | Overview of the Company Fisker was originally incorporated in the State of Delaware on October 13, 2017 as a special purpose acquisition company under the name Spartan Energy Acquisition Corp. 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 initial public offering in August 2018. On October 29, 2020, Spartan’s wholly-owned subsidiary merged with and into Fisker Holdings Inc. (f/k/a Fisker Inc.), a Delaware corporation (“Legacy Fisker”), with Fisker Holdings Inc. 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 intellectual property (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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The Company’s condensed 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 SEC. Certain prior period amounts in the condensed consolidated financial statements and accompanying notes have been reclassified to conform to the current period’s presentation. Unaudited Interim Financial Statements The condensed consolidated balance sheet as of September 30, 2023, the condensed consolidated statements of operations and the condensed consolidated statements of changes in stockholders’ equity for the nine-months ended September 30, 2023 and 2022, and the condensed consolidated statements of cash flows for the nine-months ended September 30, 2023 and 2022, as well as other information disclosed in the accompanying notes, are unaudited. The consolidated balance sheet as of December 31, 2022 was derived from the audited consolidated financial statements as of that date. The interim condensed consolidated financial statements and the accompanying notes should be read in conjunction with the annual consolidated financial statements and the accompanying notes contained in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 1, 2023. Comprehensive loss is not separately presented as the amounts are equal to net loss for the three and nine-months ended September 30, 2023 and 2022. The interim condensed consolidated financial statements and the accompanying notes have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the results of operations for the periods presented. The condensed consolidated financial statements for any interim period are not necessarily indicative of the results to be expected for the full year or for any other future years or interim periods. 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 September 30, 2023, the Company had approximately $527.4 million in unrestricted cash and cash equivalents. 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-Q. Prior to the third quarter of 2023 , the Company did not generate any significant revenue from its core business operations and has incurred significant accumulated losses of approximately $1.5 billion. The Company expects to continue to incur operating losses for the foreseeable future. The Company expects its capital expenditures and working capital requirements to increase during the remaining months of 2023 and beyond, as it continues serial production of the Fisker Ocean, develops its customer support and marketing infrastructure and expands its research and development efforts. The Company has raised additional cash resources from the issuance of senior convertible notes on July 11, 2023 and September 29, 2023 with net proceeds of $445.1 million (Refer to Note 18, Subsequent Event, for information regarding covenant compliance related to these notes and impact on balance sheet classification). This will be used to fund its operations until it 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, which may result from a reduction in consumer demand or a slower than expected ramp in production due to unavailability of parts from significant suppliers, 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 During the third quarter of 2023, suppliers ramped production of components for serial production of vehicles, which are assembled in Austria. As of September 30, 2023, these supplier contracts do not represent unconditional purchase obligations with take-or-pay or specified minimum quantities provisions. The Company has secured battery capacity with a supplier located in China for the Fisker Ocean SUV. Under the terms of the agreement, from 2023 through 2025, 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. We are dependent on our suppliers, including single source suppliers, for the production of the Fisker Ocean SUV. The inability of these suppliers to deliver necessary components of our products in a timely manner at prices, quality levels and volumes acceptable to us, or our inability to efficiently manage these components from these suppliers, could have a material adverse effect on our business, prospects, financial condition and operating results. Use of Estimates The preparation of the condensed 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 condensed 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. Restricted Cash Cash and cash equivalents that is restricted is primarily related to letters of credit issued to a supplier. The Company’s restricted cash balan ce was $98.0 million as o f September 30, 2023. Cash and cash equivalents were unrestricted as of December 31, 2022. Revenue from Contracts with Customers The Company follows a five-step process in which (i) a contract is identified, (ii) the related performance obligations are identified, (iii) the transaction price is determined, (iv) the transaction price is allocated to the identified performance obligations, and (v) revenue is recognized when (or as) performance obligations are satisfied. The Company’s revenue is primarily generated from the sale of electric vehicles and accessories to customers, as well as specific services that meet the definition of a performance obligation under ASC 606, including over-the-air ( “ OTA ” ) software updates as they become available. Revenue recognized from the sale of the Fisker Ocean during the three and nine-months ended September 30, 2023 was $71.6 million and $72.3 million, respectively. The Company recognizes revenue related to the vehicles at a point in time when the customer obtains control of the vehicle either upon completion of delivery or upon pick up of the vehicle by the customer. As the Company has a stand-ready obligation to deliver unspecified OTA software updates when-and-if they become available, the Company recognizes revenue from the OTA software updates ratably over the basic vehicle warranty term, commencing when control of the vehicles is transferred to the customer. We also defer revenue from specific services that meet the definition of a performance obligation including premium connectivity and roadside assistance. We also recognize a sales return reserve estimate. Any fees that are paid or payable by the Company to a customer’s lender when financing is arranged are recognized as an offset to vehicles sales. Shipping and handling is considered a fulfillment activity. Sales taxes collected from customers are excluded from the transaction price of electric vehicle contracts. Payment for EV sales is typically received at or prior to delivery, or according to agreed upon payment terms. The standalone selling prices of all performance obligations are estimated by considering costs to develop and deliver the good or service, third-party pricing of similar goods or services and other information that may be available. The transaction price is allocated among the performance obligations in proportion to the standalone selling price of each performance obligation. Deferred revenue is the total transaction price allocated to unsatisfied, or partially unsatisfied performance obligations as of the balance sheet date. This is primarily relates to undelivered OTA software updates. Deferred revenue was immaterial as of September 30, 2023. Other revenue consists of sales of merchandise and home charging solutions. Cost of Revenues Cost of revenues primarily relates to the cost of production of vehicles and includes direct parts, material and labor costs, machi nery and tooling depreciation, amortization of capitalized manufacturing costs, shipping and logistics costs, reserves for estimated warranty costs related to the production of vehicles, adjustments related to write down the carrying value of inventory when it exceeds its estimated net realizable value (“NRV”) as needed, adjustments for excess and obsolete inventory, adjustments associated with lower levels of production during the ramp-up phase, and losses on firm purchase commitments, as needed. Fair Value Measurements The Company follows the accounting guidance in ASC 820 Fair Value Measurement ( “ ASC 820 ” ), 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. Fair Value Option Under the ASC 825-10, Financial Instruments - Overall , the Company has the irrevocable option to report most financial assets and financial liabilities at fair value on an instrument-by-instrument basis. The Company elected the fair value option to account for the 2025 convertible senior notes due to the embedded derivative that would require bifurcation and separate accounting if the fair value option was not elected. Also the Company believes the fair value option provides users of the financial statements with greater ability to estimate the outcome of future events as facts and circumstances change, particularly with respect to changes in the fair value of the Common St ock underlying the conversion and redemption features (See Note 12). The fair value of the 2025 convertible senior notes is estimated based on a discounted cash flow model and a Monte Carlo simulation, which represent Level 3 measurements. Significant assumptions include the discount rate, the expected premium for conversion, and expected volatility. The 2025 convertible senior notes are presented at fair value in the Condensed Consolidated Balance Sheet, with changes in fair value recognized in Fair value adjustment on 2025 convertible senior notes and derivative liability on the Condensed Consolidated Statements of Operations. There were no changes in fair value attributable to instrument-specific credit risk during the period associated with the 2025 convertible senior notes. Derivative Instruments The Company’s only derivative instrument related to the investor’s rights to purchase additional convertible senior notes is described in detail in Note 12. The Investor’s call option is accounted for as a derivative liability on the Condensed Consolidated Balance Sheet at its fair value, with changes in fair value recognized in Fair value adjustment on 2025 convertible senior notes and derivative liability on the Condensed Consolidated Statements of Operations. The Company uses a Monte Carlo Simulation Model to determine the fair value of this derivative instrument. Inventory Valuation Inventories are stated at the lower of cost or net realizable value and consists of raw materials, work in progress and finished goods. Inventory value is determined using standard cost, which approximates actual cost on a first-in, first-out basis. The Company records inventory write-downs for excess or obsolete inventories based upon assumptions about current and future demand forecasts. If inventory on-hand is in excess of future demand forecast, the excess amounts are written-off. Inventory is also reviewed to determine whether its carrying value exceeds the net amount realizable upon the ultimate sale of the inventory. This requires an assessment to determine the selling price of the vehicles less the estimated cost to convert the inventory on-hand into a finished product. Once inventory is written down, a new, lower cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. In the event there are changes in our estimates of future selling prices or production costs, additional and potentially material write-downs may be required. 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. 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 condensed 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. There are transactions that occur during the ordinary course of business for which the ultimate tax determination is uncertain. As of September 30, 2023, there were no material changes to either the nature or the amounts of the uncertain tax positions previously determined for the year ended December 31, 2022. The Company’s income tax provision consists of an estimate for U.S. federal, foreign and state income taxes based on enacted rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities, and changes in the tax law. The Company maintains a valuation allowance against the full value of its U.S. and state net deferred tax assets because the Company believes the recoverability of the tax assets is not more likely than not as of September 30, 2023. Equity Awards 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). 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-based compensation awards and warrants to purchase common stock (using the treasury stock method). Foreign Currency Remeasurement and Transactions The functional currency of the Company’s foreign 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 curr encies other than the functional currency. Transaction gains and losses are immaterial for all periods presented. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023: Level 1 Level 2 Level 3 Total Assets included in: Money market funds included in cash and cash equivalents $ 329,771 $ — $ — $ 329,771 Equity investment 2,220 — — 2,220 Total fair value $ 331,991 $ — $ — $ 331,991 Liabilities included in: 2025 convertible senior notes and derivative liability $ — $ — $ 446,275 $ 446,275 Total fair value $ — $ — $ 446,275 $ 446,275 Fair Value Measured as of December 31, 2022: 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 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 Condensed 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, Allego agreed to terms to deliver a range of charging options for Fisker 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. The Company has classified its equity investment in Allego as a current asset. For equity securities still held as of September 30, 2023, unrealized losses recognized during the three-months ended September 30, 2023 total ed $0.5 million and unrealized losses recognized during the nine-months ended September 30, 2023 totaled $0.9 million, as shown separately i n the Condensed Consolidated Statement of Operations. In August 2021, the Company issued convertible senior notes due in 2026. We carry the convertible senior notes at face value less the unamortized debt issuance costs on our consolidated balance sheets and present the fair value for disclosure purposes only. As of September 30, 2023, the fair value of the 2026 Notes was $214.8 million compared to its fair value of $309.8 million as of December 31, 2022. The estimated 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 notes in an over-the-counter market on the last business day of the period. The fair value of the 2025 convertible senior notes is estimated based on a discounted cash flow model and a Monte Carlo simulation, which represent Level 3 measurements. |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventory consists of the following as of September 30, 2023 and December 31, 2022 (in thousands): As of September 30, 2023 As of December 31, 2022 Raw materials $ 268,063 $ 698 Work in progress 20,973 — Finished goods 256,617 3,578 Total $ 545,653 $ 4,276 Inventory was comprised of raw materials, work in progress related to the production of vehicles for sale and finished goods inventory inclu ding new vehicles available for sale. Expenditure related to services performed subsequent to the start of production of salable vehicles are expensed as incurred in cost of revenues in the Condensed Consolidated Statements of Operations. The Company writes-down inventory for any excess or obsolete inventories or when we believe the net realizable value of inventories is less than the carrying value. The Company recorded an obsolescence reserve on inventories of $0.9 million for the three and nine months ended September 30, 2023. Fixed production overhead costs are allocated to inventory based on the normal capacity of the production facility. The Company recorded a $18.2 million inventory valuation adjustment in cost of revenues in the three months ended September 30, 2023, due to the ramp up in production which impacted the allocation of fixed production overhead costs. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2023 | |
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 consist of the following as of September 30, 2023 and December 31, 2022 (in thousands): As of September 30, 2023 As of December 31, 2022 Advanced payments to suppliers $ 166,719 $ 27,218 Value-added tax receivables 50,547 27,928 Prepaid insurance 9,904 2,951 Prepaid and other current assets 47,221 29,392 $ 274,391 $ 87,489 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets The Company has the following intangible assets (in thousands): As of September 30, 2023 Amortization Period Gross Accumulated Net Capitalized cost - manufacturing 8 years $ 258,304 $ (29,485) $ 228,819 $ 258,304 $ (29,485) $ 228,819 As of December 31, 2022 Amortization Gross Accumulated Net Capitalized cost - manufacturing 8 years $ 252,304 $ (5,382) $ 246,922 $ 252,304 $ (5,382) $ 246,922 The Company commenced amortization in the fourth quarter of 2022 of capitalized licensing costs associated with the manufacturing of the Fisker Ocean and production parts, and for warrants granted to Magna International, Inc. (“Magna”). The Company expects to amortize the intangible asset over eight years but will continually assess the reasonableness of the estimated life. Refer to Note 13 for ad |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net, consists of the following (in thousands): As of September 30, 2023 As of December 31, 2022 Tooling $ 450,157 $ — Machinery and equipment 135,559 9,298 Furniture and fixtures 1,553 470 IT hardware and software 13,023 6,427 Leasehold improvements 647 634 Construction in progress 3,157 372,789 Total property and equipment 604,096 389,618 Less: Accumulated depreciation and amortization (37,348) (2,481) Property and equipment, net $ 566,748 $ 387,137 Construction in p rogress is comprised primarily of costs incurred to construct serial production tooling located at affiliates of Magna and our suppliers. Assets of $450.2 million that are ready for their intended use have changed categories from Construction in progress to Tooling during the nine-months ended September 30, 2023. Assets of $101.3 million have also ch anged categories from Construction in progress to Machinery and equipment during the nine- months ended September 30, 2023. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
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 the nine-months ended September 30, 2023 and year ended December 31, 2022, the Company recorded non-cash lease right-of-use as sets of $49.1 million and $33.4 million and non-cash lease liabilities of $37.9 million and $35.0 million, respectively, on its consolidated balance sheet. The table below presents information regarding the Company’s lease assets and liabilities (in thousands): As of September 30, 2023 As of December 31, 2022 Assets: Operating lease right-of-use assets $ 78,739 $ 33,424 Liabilities: Operating lease — current $ 17,825 $ 7,085 Operating lease — long-term $ 51,723 $ 27,884 The components of lease related expense are as follows (in thousands): Three-months ended September 30, 2023 2022 Lease costs Operating lease expense $ 3,946 $ 1,432 Short-term lease expense 454 53 Total lease costs $ 4,400 $ 1,485 Nine-months ended September 30, 2023 2022 Lease costs Operating lease expense $ 8,904 $ 3,957 Short-term lease expense $ 632 170 Total lease costs $ 9,536 $ 4,127 Operating and short-term lease related expenses are included in selling, general and administrative expense on the Condensed Consolidated Statement of Operations. Other information related to operating leases is as follows: As of September 30, 2023 As of December 31, 2022 Weighted average remaining lease term (in years) 4.5 3.6 Weighted average discount rate 8.76 % 5.27 % The components of supplemental cash flow information related to leases are as follows (in thousands): Nine months ended September 30, 2023 2022 Cash flow information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used by operating leases $ 10,300 $ 2,412 Non-cash activity: ROU asset obtained in exchange for operating lease obligations $ 52,297 $ 12,501 As of September 30, 2023, 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 $ 4,407 Year ending December 31, 2024 $ 18,697 Year ending December 31, 2025 $ 17,653 Year ending December 31, 2026 $ 16,832 Year ending December 31, 2027 $ 9,382 Thereafter $ 20,982 Total $ 87,953 Less: present value discount (18,405) Total lease costs $ 69,548 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. Finance leases During 2023 the Company recorded embedded finance lease right-of-u se assets of $24.1 million on its conso lidated balance sheet, related to certain equipment and tooling that is controlled and used by the Company for vehicle manu facturing. The Company paid for a majority of the costs during 2022 with a remaining liability of $10.0 million as of September 30, 2023 to be paid in 2023. Amortization of right-of-use assets totaled $0.8 million for the nine-months ended September 30, 2023 a nd future amortization of embedded finance lease right-of-use assets will be recognized over a lease term of approximately 8 years. The Company did not have any finance leases during 2022. A s of September 30, 2023 , th e embedded finance lease right-of-use assets, t otaling $25.6 million and l ease liabilities from finance leases are included in other non-current assets and accrued expenses on the balance sheet. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses A summary of the components of accrued expenses is as follows (in thousands): September 30, 2023 December 31, 2022 Accrued vendor liabilities $ 347,683 $ 251,291 Advance payments from customers 27,404 — Order deposits 3,510 4,860 Accrued interest 695 4,867 Accrued professional fees 3,435 1,145 Accrued payroll 2,619 1,627 Accrued other 13,613 1,135 Total accrued expenses $ 398,959 $ 264,925 Accrued vendor liabilities include amounts owed to vendors but not yet invoiced in exchange for vendor purchases, inventory purchases, and research and development services. Certain estimates of accrued vendor expenses are based on costs incurred to date. Order Deposits In the third quarter of 2022, the Company began accepting order deposits of $5,000 USD or equivalent currency (Order Deposits) 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 not included in customer 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 into an Order Deposit results in the recognition of a contract liability. As of September 30, 2023 and December 31, 2022 contract liabilities for Order Deposits totaled $3.5 million and $4.9 million, respectively. Advance Payments from Customers Customer payments received in advance of vehicle delivery, a recognized contract liability, totaled $27.4 million as of September 30, 2023. There were no customer payments received in advance of vehicle delivery as of December 31, 2022. |
Customer Deposits
Customer Deposits | 9 Months Ended |
Sep. 30, 2023 | |
Deposit Liabilities Disclosure [Abstract] | |
Customer Deposits | Customer Deposits Customer deposits consists of the following (in thousands): September 30, 2023 December 31, 2022 Customer reservation $ 15,816 $ 14,580 Customer SUV option 543 754 Total customer deposits $ 16,359 $ 15,334 |
Unconsolidated Variable Interes
Unconsolidated Variable Interest Entity | 9 Months Ended |
Sep. 30, 2023 | |
Variable Interest Entity, Measure of Activity [Abstract] | |
Unconsolidated Variable Interest Entity | Unconsolidated Variable Interest Entity The Company holds a variable interest in an automotive-related entity to which we provide financial assistance to support our production needs. Our variable interest in the entity is a note receivable with face value of $7.7 million, and a carrying amount of $4.5 million as of September 30, 2023 , net of expected credit losses, which is included in Other non-current assets on the Company’s Condensed Consolidated Balance Sheet. Our maximum exposure to loss as of September 30, 2023 including the undrawn amount on the note receivable was $10.0 million. However, given our commitment to fund possible future tranches, this would result in an addit ional $8.0 million , for an aggregate maximu m exposure of $18.0 million . |
Convertible Senior Notes
Convertible Senior Notes | 9 Months Ended |
Sep. 30, 2023 | |
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 $625.0 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 net 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 are 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 September 30, 2023 and December 31, 2022 , the 2026 Notes consisted of the following (in thousands): September 30, 2023 December 31, 2022 Convertible Senior 2026 Notes Principal amount 667,500 667,500 Unamortized debt issuance costs and debt discount (5,382) (6,678) Net carrying amount 662,118 660,822 I nterest expense related to the amortization of debt issuance costs for the three and nine-months ended September 30, 2023 was $0.5 million and $1.3 million, respectively. Contractual interest expense for the three and nine-months ended September 30, 2023 was $4.2 million and $12.5 million, respectively. As of September 30, 2023 , the if-converted value of the 2026 Notes did not exceed the principal amount. Th e 2026 Notes were not eligible for conversion as of September 30, 2023 . No sinking fu nd 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 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. The 2026 Capped Call Transactions are intended to reduce potential dilution to holders of our Class A common stock upon conversion of the 2026 Notes and/or offset any cash payments we are required to make in excess of the principal amount, as the case may be, with such reduction or offset subject to a cap. The cost of the Capped Call Transactions was recorded as a reduction of our additional paid-in capital in our consolidated balance sheets. The Capped Call Transactions will not be remeasured as long as they continue to meet the conditions for equity classification. Senior Convertible Notes Due 2025 On July 10, 2023, the Company entered into the Securities Purchase Agreement (the “Original Purchase Agreement”) with an institutional investor pursuant to which the Company sold, and the Investor purchased, $340 million in aggregate principal amount of 0% senior convertible notes due in 2025 (the “Series A-1 Notes”) in a registered direct offering. The Series A-1 Notes were sold at an original issue discount of approximately twelve percent (12%) resulting in gross proceeds to the Company of $300 million . Pursuant to the terms of the Original Purchase Agreement, during the six-month period beginning on the one-year anniversary of the issuance of the Series A-1 Notes and ending on the eighteen-month anniversary of the issuance of the Series A-1 Notes, the Investor could purchase up to an additional $226.7 million in aggregate principal amount of senior convertible notes due two years after the date of issuance (the “Investor AIR Notes”) in one or more registered direct offerings. If the Investor elected, during the AIR Period, to purchase the full amount of Investor AIR Notes, the Company could, at its option, require the Investor to purchase up to an additional $113.3 million in aggregate principal amount of senior convertible notes due 2 years after the date of issuance (the “Issuer AIR Notes” and, together with the Investor AIR Notes, the “Additional Notes”). On September 29, 2023, the Company and the Investor entered into Amendment No. 1 to the Original Purchase Agreement the “Purchase Agreement Amendment”), in order to: • Increase the aggregate principal amount of Investor AIR Notes available for purchase to $566.7 million, to be purchased at any time after (A) with respect to the initial $170.0 million of Investor AIR Notes, September 27, 2023, (B) with respect to the next $226.7 million of Investor AIR Notes, December 29, 2023 or (C) with respect to the remaining $170.0 million of Investor AIR Notes, March 29, 2024; • Extend the Investor’s right to effect a closing of Investor AIR Notes to March 29, 2026; • Increase the aggregate principal amount of Issuer AIR Notes to $226.7 million; • Increase the amount of Common Stock required to be reserved by the Company prior to obtaining the stockholder approval described below to 782,000,000 shares of Class A Common Stock; and • Require that the Company either obtain the prior written consent of requisite stockholders or seek and obtain stockholder approval at a special meeting (in each case no later than January 31, 2024), in order to (x) approve the issuance of securities issued or issuable in an Additional Closing (as defined in the Securities Purchase Agreement) and (y) increase the authorized shares of the Company from 1,250,000,000 to 2,000,000,000. If the Company fails to obtain such approval, it will seek approval at an additional stockholder meeting on or prior to March 31, 2024 and, if necessary, semi-annually thereafter. On September 29, 2023, pursuant to the terms of the Purchase Agreement Amendment, the Company sold, and the Investor purchased, $170.0 million of the “Series B-1 Notes” in a registered direct offering. The Series B-1 Notes were issued at an original issue discount of approximately twelve percent (12%) resulting in gross proceeds to the Company of $150.0 million. The Series A-1 Notes and the Series B-1 Notes (collectively, the “2025 Notes”) were issued as senior obligations of the Company under an indenture dated July 11, 2023, by and between the Company and Wilmington Savings Fund Society, FSB, as the trustee, as supplemented by that certain Second Supplemental Indenture dated September 29, 2023. The Notes bear interest at the rate of 0% per annum, however, the interest rate of the Notes will automatically increase to 18% per annum (the “Default Rate”) upon the occurrence and continuance of an event of default. The Notes are subject to certain covenants, including a financial test covenant, that requires the Company to have available cash equal to or greater than $340 million at the end of each quarter. The financial test covenant was amended to require the Company to have available cash equal to or greater than $250 million at the end of each quarter. Refer to Note 18, Subsequent Event, for additional information regarding covenant compliance. The 2025 Notes are convertible into common stock at any time, in whole or in part, at the Investor’s option at a conversion price of $5.5744 with respect to the Series A-1 Notes and $7.5986 with respect to the Series B-1 Notes. The conversion prices are subject to proportional adjustment upon the occurrence of any stock split, stock dividend, stock combination, and/or similar transactions. Additionally, the conversion prices are subject to a full-ratchet adjustment in connection with a subsequent offering at a per share price less than the fixed conversion price in effect. Furthermore, in the event of default, the 2025 Notes may be converted using an alternative conversion price equal to the lower of (i) the conversion price in effect or (ii) 80% of the average stock price preceding conversion. The 2025 Notes amortize in nine equal installments on each three-month anniversary beg inning July 11, 2023, with respect to the Series A-1 Notes and September 29, 2023 w ith respect to the Series B-1 Notes. The Company may elect to settle each installment in cash based on 103% of the principal amount (plus any accrued default interest or late charges) or in shares of Class A Common Stock, subject to the satisfaction of certain conditions including trading volume and continued NYSE listing requirements, priced at the lower of (i) the conversion price in effect of (ii) 93% of th e average stock price preceding such settlement, subject to a floor price of $1.16 which is subject to adjustment to stock splits, dividends, combinations, or other similar events. The investor may elect to defer installments to future periods as it did during the third quarter of 2023. Refer to Note 18, Subsequent Event, for additional information regarding conversions in the fourth quarter of 2023. The Investor’s right to purchase the Investor AIR Notes provided for in the Original Purchase Agreement, and as amended in the Purchase Agreement Amendment (a net written call option) was determined to be a separate financial instrument from the 2025 Notes issued to the Investor, as the Investor could detach and sell the 2025 Notes to other investors while retaining the rights to purchase the Investor AIR Notes. As a result, the Company concluded that the written option is required to be accounted for as a derivative liability which is required to be remeasured to fair value each balance sheet date with changes in fair value recorded in earnings. As discussed in Note 2, the Company elected the fair value option to account for the 2025 Notes, including the Series A-1 Notes. Accordingly, the $300.0 million of proceeds received were allocated to the Series A-1 Notes and the call option at their estimated fair values as of the issuance date (July 11, 2023). The Series A-1 Notes and the call option will subsequently be remeasured to their fair values at the end of each reporting period. As the Purchase Agreement Amendment amended the terms and conditions of the investor’s call option, the Purchase Agreement Amendment was evaluated as a modification to the freestanding derivative instrument. The effect of the modified terms was recognized in the mark to market adjustment as of the three months-ended September 30, 2023 . Upon issuance any Additional Notes under the Purchase Agreement, the Company expects to continue to elect to apply the fair value option . The fair value of the 2025 senior convertible notes and derivative liability was estimated using the Monte Carlo simulation pricing model with embedded lattice, and with the following range of assumptions: Expected term (in years) 1.3 Volatility 57.6% to 70.0% Dividend yield 0.0% Risk-free interest rate 5.03% to 5.45% Common stock price $6.42 A reconciliation of the beginning and ending balances for the Notes and the call option (derivative liability), which are measured at fair value on a recurring basis using significant unobservable inputs (Level 3) is as follows for the three and nine months ended September 30, 2023 (in thousands): 2025 Notes, at fair value Fair value - December 31, 2022 $ — Fair value - June 30, 2023 — Issuance of Series A-1 Notes 297,000 Issuance of Series B-1 Notes 150,000 Change in fair value - mark to market adjustment (725) Fair value - September 30, 2023 $ 446,275 |
Common Stock and Warrants
Common Stock and Warrants | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Common Stock and Warrants | Common Stock and Warrants Magna Warrants On October 29, 2020, the Company granted Magna up to 19,474,454 warrants, each with an exercise price of $0.01, to acquire underlying shares of Class A common stock of Fisker, which represented approximately 6.0% ownership in Fisker 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 with 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 achievement 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 September 30, 2023, the Company capitalized costs as an intangible asset representing the future economic benefit to Fisker Inc. For the nine-months en ded September 30, 2023, the recognized cost of $3.8 million (a non-cash transaction) associated with services rendered, resulted in an increase in capitalized cost-manufacturing to $258.3 million as of September 30, 2023 . The Company will continually assess the reasonableness of the estimated useful life and will assess the intangible asset for impairment. If an indicator of impairment exists, the undiscounted cash flows will be estimated. If the carrying amount of the intangible asset is not recoverable, the Company will then determine its fair value and record an impairment loss. As of September 30, 2023, no indicators 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 ves ted and exercisable warrants to acquire underlying Class A common stock of Fisker as of September 30, 2023, none of which are exercised. Fair value Capitalized at September 30, 2023 Milestone (a) $ 58,041 $ 58,041 Milestone (b) 58,041 58,041 Milestone (c) 58,215 58,215 $ 174,297 $ 174,297 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 could, 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 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 could 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 was registered with the SEC und er 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 issued 21,153,154 shares of Class A common stock during the nine-months ended September 30, 2023 for gross proceeds of $133.1 million, before $2.0 million of commissions and other direct incremental issuance costs. E |
Loss Per Share
Loss Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Loss Per Share 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: Three-months Ended September 30, 2023 2022 Numerator: Net loss $ (95,219) $ (149,342) Denominator: Weighted average Class A common shares outstanding 210,747,717 170,870,467 Weighted average Class B common shares outstanding 132,354,128 132,354,128 Weighted average Class A and Class B common shares outstanding- Basic and Diluted 343,101,845 303,224,595 Net loss per share attributable to Class A and Class B Common shareholders- Basic and Diluted $ (0.28) $ (0.49) Nine Months Ended September 30, 2023 2022 Numerator: Net loss $ (298,381) $ (377,392) Denominator: Weighted average Class A common shares outstanding 201,033,571 167,107,937 Weighted average Class B common shares outstanding 132,354,128 132,354,128 Weighted average Class A and Class B common shares outstanding- Basic and Diluted 333,387,699 299,462,065 Net loss per share attributable to Class A and Class B Common shareholders- Basic and Diluted (0.89) $ (1.26) 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: As of September 30, 2023 2022 Convertible senior notes (a) 100,471,297 33,891,845 Stock options and warrants 36,857,869 30,555,194 Total 137,329,166 64,447,039 |
Stock Based Compensation
Stock Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Based Compensation | Stock Based Compensation The 2020 Equity Incentive Plan (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”). Also, the Company established a 2020 Employee Stock Purchase Plan (the “ESPP”) under which Class A Common Stock may be issued. As of September 30, 2023, no shares have been issued under the ESPP. Stock-based compensation expense is as follows (in thousands): Three Months Ended September 30, 2023 2022 Selling, general and administrative expense $ 2,454 $ 3,908 Research and development expense 3,252 7,258 Production expense 420 — Total $ 6,126 $ 11,166 Nine Months Ended September 30, 2023 2022 Selling, general and administrative expense $ 5,407 $ 6,099 Research and development expense 7,683 11,327 Production expense 420 — Total 13,510 17,426 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 10% shareholder shall not be less than 110% of the estimated fair value of the shares on the date of grant. The fair value of the shares is determined by the Board of Directors on the date of grants. Stock options generally have a contractual life of 10 years. Upon exercise, the Company issues new shares. In 2016 and 2017, the Company’s founders were granted an aggregate of 15,882,711 options which are fully vested and are not related to performance. Options granted to other employees and consultants become vested and are exercisable over a range of up to six years from the date of grant. The Company did not grant any stock options during the three-months ended September 30, 2023 . The following table summarizes option activity under the Plan: Options Weighted Weighted Balance as of December 31, 2022 17,679,596 1.51 4.7 Granted 7,000 7.05 Exercised (60,340) 0.44 Forfeited (242,841) 13.49 Balance as of September 30, 2023 17,383,415 1.35 3.9 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: Nine Months Ended September 30, 2023 Expected term (in years) 6.3 Volatility 74.5% to 75.2% Dividend yield 0.0% Risk-free interest rate 3.40% to 4.00% Common stock price $6.98 to $7.10 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. Restricted stock awards During the nine-months ended September 30, 2022, the Company granted employees, who rendered services during the year ended December 31, 2021 and were employees of the Company on the grant date, 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 date which resulted in the release of 339,340 shares of Class A common stock equal to stock-based compensation expense of $4.5 million recognized in the nine-months ended September 30, 2022. The Company’s founders declined to receive an award related to performance in 2021 and 2022. In accordance with the Company’s Outside Director Compensation Policy, each outside Board of Directors member will receive an annual RSU equal to $200,000 granted on the date of the Company’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 RSU awards granted to Outside Directors vested on the grant date which resulted in stock-based compensation exp ense of $0.8 million reco gnized in both the nine-months ended September 30, 2023 and 2022, and $0.3 million in both the three-month periods ended September 30, 2023 and 2022, respectively. The number of Class A Common Stock granted to Outside Directors annually is 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 shares of Class A Common Stock 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 as of December 31, 2022 11,752 $ 12.45 Awarded 2,282,921 5.84 Vested (227,627) 12.27 Forfeited (189,994) 10.02 Unvested as of September 30, 2023 1,877,052 $ 8.21 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. 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. Recognition of stock-based compensation occ urs when 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 September 30, 2023, the Company has approved and authorized PRSUs equal to 2,028,076 shares of Class A Common Stock with an aggregate PRSU value of $13.0 million of which 1,278,465 awards vested on March 24, 2023, the grant and vesting date for the first tranche of the PRSU award. As of December 31, 2022, achievement of the first tranche of the PRSU award was deemed probable resulting in the recognition of cumulative expense of $10.1 million. During the nine-month period ended September 30, 2023, the Company measured the cumulative expense to be recognized upon vesting based on the closing stock price on the grant and vesting date, which resulted in cumulative expense of $7.3 million, a reduction of $2.8 million from the Company’s measurement of compensation expense as of the end of 2022. There was no cumulative expense impact the during the three-months ended September 30, 2023. As of September 30, 2023, achievement of the second tranche of the PRSU awards was deemed probable resulting in the recognition of compensation expense of $3.5 million and $10.9 million, respectively for the three and nine-months |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions On March 8, 2021, the Company appointed Mitchell Zuklie to its Board of Directors. Mr. Zuklie is the chairman of the law firm of Orrick, Herrington & Sutcliff LLP (“Orrick”), which provides various legal services to the Company. During the three mont hs ended September 30, 2023 and 2022, the Company incurred expenses for legal services rendered by Orrick totaling approximately $0.5 million and $4.6 million, respectively, and $1.3 million and $7.7 million for the nine-months |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
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 material claims. From time to time however, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities. |
Subsequent Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Event Since September 30, 2023, 16 million shares have been issued in connection with the 2025 Notes, which reduced the carrying value of the 2025 Notes by $46.0 million . On November 22, 2023, the Company entered into an amendment and waiver agreement with the holder of the Company’s 2025 Notes. Pursuant to the waiver, the holder agreed to waive a covenant event of default resulting from the late filing of the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2023 in exchange for having the 2025 Notes secured with a first priority security interest in substantially all of the consolidated assets of the Company, including the existing and future assets of the Company and certain of its subsidiaries, and the Company pledging the share capital of certain subsidiaries of the Company comprising substantially all of the Company’s operations. In addition, the financial test covenant was amended to require the company to have available cash equal to or greater than $250.0 million at the end of each quarter, a reduction from $340.0 million . Following the execution of the waiver, the Company will take steps to perfect the lien on certain assets through year-end; such actions are within the control of the Company. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net loss | $ (95,219) | $ (149,342) | $ (298,381) | $ (377,392) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s condensed 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 SEC. |
Unaudited Interim Financial Statements | Unaudited Interim Financial Statements The condensed consolidated balance sheet as of September 30, 2023, the condensed consolidated statements of operations and the condensed consolidated statements of changes in stockholders’ equity for the nine-months ended September 30, 2023 and 2022, and the condensed consolidated statements of cash flows for the nine-months ended September 30, 2023 and 2022, as well as other information disclosed in the accompanying notes, are unaudited. The consolidated balance sheet as of December 31, 2022 was derived from the audited consolidated financial statements as of that date. The interim condensed consolidated financial statements and the accompanying notes should be read in conjunction with the annual consolidated financial statements and the accompanying notes contained in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 1, 2023. Comprehensive loss is not separately presented as the amounts are equal to net loss for the three and nine-months ended September 30, 2023 and 2022. |
Supplier Risk | Supplier Risk During the third quarter of 2023, suppliers ramped production of components for serial production of vehicles, which are assembled in Austria. As of September 30, 2023, these supplier contracts do not represent unconditional purchase obligations with take-or-pay or specified minimum quantities provisions. The Company has secured battery capacity with a supplier located in China for the Fisker Ocean SUV. Under the terms of the agreement, from 2023 through 2025, 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. We are dependent on our suppliers, including single source suppliers, for the production of the Fisker Ocean SUV. The inability of these suppliers to deliver necessary components of our products in a timely manner at prices, quality levels and volumes acceptable to us, or our inability to efficiently manage these components from these suppliers, could have a material adverse effect on our business, prospects, financial condition and operating results. |
Use of Estimates | Use of Estimates The preparation of the condensed 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 condensed 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. |
Restricted Cash | Restricted Cash Cash and cash equivalents that is restricted is primarily related to letters of credit issued to a supplier. The Company’s restricted cash balan ce was $98.0 million as o |
Revenue from Contracts with Customers and Cost of Revenues | Revenue from Contracts with Customers The Company follows a five-step process in which (i) a contract is identified, (ii) the related performance obligations are identified, (iii) the transaction price is determined, (iv) the transaction price is allocated to the identified performance obligations, and (v) revenue is recognized when (or as) performance obligations are satisfied. The Company’s revenue is primarily generated from the sale of electric vehicles and accessories to customers, as well as specific services that meet the definition of a performance obligation under ASC 606, including over-the-air ( “ OTA ” ) software updates as they become available. Revenue recognized from the sale of the Fisker Ocean during the three and nine-months ended September 30, 2023 was $71.6 million and $72.3 million, respectively. The Company recognizes revenue related to the vehicles at a point in time when the customer obtains control of the vehicle either upon completion of delivery or upon pick up of the vehicle by the customer. As the Company has a stand-ready obligation to deliver unspecified OTA software updates when-and-if they become available, the Company recognizes revenue from the OTA software updates ratably over the basic vehicle warranty term, commencing when control of the vehicles is transferred to the customer. We also defer revenue from specific services that meet the definition of a performance obligation including premium connectivity and roadside assistance. We also recognize a sales return reserve estimate. Any fees that are paid or payable by the Company to a customer’s lender when financing is arranged are recognized as an offset to vehicles sales. Shipping and handling is considered a fulfillment activity. Sales taxes collected from customers are excluded from the transaction price of electric vehicle contracts. Payment for EV sales is typically received at or prior to delivery, or according to agreed upon payment terms. The standalone selling prices of all performance obligations are estimated by considering costs to develop and deliver the good or service, third-party pricing of similar goods or services and other information that may be available. The transaction price is allocated among the performance obligations in proportion to the standalone selling price of each performance obligation. Deferred revenue is the total transaction price allocated to unsatisfied, or partially unsatisfied performance obligations as of the balance sheet date. This is primarily relates to undelivered OTA software updates. Deferred revenue was immaterial as of September 30, 2023. Other revenue consists of sales of merchandise and home charging solutions. Cost of Revenues |
Fair Value Measurements and Fair Value Option | Fair Value Measurements The Company follows the accounting guidance in ASC 820 Fair Value Measurement ( “ ASC 820 ” ), 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. Fair Value Option Under the ASC 825-10, Financial Instruments - Overall , the Company has the irrevocable option to report most financial assets and financial liabilities at fair value on an instrument-by-instrument basis. The Company elected the fair value option to account for the 2025 convertible senior notes due to the embedded derivative that would require bifurcation and separate accounting if the fair value option was not elected. Also the Company believes the fair value option provides users of the financial statements with greater ability to estimate the outcome of future events as facts and circumstances change, particularly with respect to changes in the fair value of the Common St ock underlying the conversion and redemption features (See Note 12). The fair value of the 2025 convertible senior notes is estimated based on a discounted cash flow model and a Monte Carlo simulation, which represent Level 3 measurements. Significant assumptions include the discount rate, the expected premium for conversion, and expected volatility. The |
Derivative Instruments | Derivative InstrumentsThe Company’s only derivative instrument related to the investor’s rights to purchase additional convertible senior notes is described in detail in Note 12. The Investor’s call option is accounted for as a derivative liability on the Condensed Consolidated Balance Sheet at its fair value, with changes in fair value recognized in Fair value adjustment on 2025 convertible senior notes and derivative liability on the Condensed Consolidated Statements of Operations. The Company uses a Monte Carlo Simulation Model to determine the fair value of this derivative instrument. |
Inventory Valuation | Inventory Valuation Inventories are stated at the lower of cost or net realizable value and consists of raw materials, work in progress and finished goods. Inventory value is determined using standard cost, which approximates actual cost on a first-in, first-out basis. The Company records inventory write-downs for excess or obsolete inventories based upon assumptions about current and future demand forecasts. If inventory on-hand is in excess of future demand forecast, the excess amounts are written-off. |
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. 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. |
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 condensed 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. There are transactions that occur during the ordinary course of business for which the ultimate tax determination is uncertain. As of September 30, 2023, there were no material changes to either the nature or the amounts of the uncertain tax positions previously determined for the year ended December 31, 2022. |
Equity Awards | Equity Awards 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). |
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-based compensation awards and warrants to purchase common stock (using the treasury stock method). |
Foreign Currency Remeasurement and Transactions | Foreign Currency Remeasurement and Transactions The functional currency of the Company’s foreign 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 curr encies other than the functional currency. Transaction gains and losses are immaterial for all periods presented. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Property Plant And Equipment Estimated Useful Lives Of Assets | Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the related assets as follows: Useful Life (in years) Tooling 3-8 Machinery and equipment 5-15 Furniture and fixtures 5-10 IT hardware and software 3-10 Leasehold improvements Shorter of their estimated life or remaining lease term |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured 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 September 30, 2023: Level 1 Level 2 Level 3 Total Assets included in: Money market funds included in cash and cash equivalents $ 329,771 $ — $ — $ 329,771 Equity investment 2,220 — — 2,220 Total fair value $ 331,991 $ — $ — $ 331,991 Liabilities included in: 2025 convertible senior notes and derivative liability $ — $ — $ 446,275 $ 446,275 Total fair value $ — $ — $ 446,275 $ 446,275 Fair Value Measured as of December 31, 2022: 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 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consists of the following as of September 30, 2023 and December 31, 2022 (in thousands): As of September 30, 2023 As of December 31, 2022 Raw materials $ 268,063 $ 698 Work in progress 20,973 — Finished goods 256,617 3,578 Total $ 545,653 $ 4,276 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following as of September 30, 2023 and December 31, 2022 (in thousands): As of September 30, 2023 As of December 31, 2022 Advanced payments to suppliers $ 166,719 $ 27,218 Value-added tax receivables 50,547 27,928 Prepaid insurance 9,904 2,951 Prepaid and other current assets 47,221 29,392 $ 274,391 $ 87,489 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The Company has the following intangible assets (in thousands): As of September 30, 2023 Amortization Period Gross Accumulated Net Capitalized cost - manufacturing 8 years $ 258,304 $ (29,485) $ 228,819 $ 258,304 $ (29,485) $ 228,819 As of December 31, 2022 Amortization Gross Accumulated Net Capitalized cost - manufacturing 8 years $ 252,304 $ (5,382) $ 246,922 $ 252,304 $ (5,382) $ 246,922 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net, consists of the following (in thousands): As of September 30, 2023 As of December 31, 2022 Tooling $ 450,157 $ — Machinery and equipment 135,559 9,298 Furniture and fixtures 1,553 470 IT hardware and software 13,023 6,427 Leasehold improvements 647 634 Construction in progress 3,157 372,789 Total property and equipment 604,096 389,618 Less: Accumulated depreciation and amortization (37,348) (2,481) Property and equipment, net $ 566,748 $ 387,137 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Schedule of Balance Sheet Information Related to Operating Leases | The table below presents information regarding the Company’s lease assets and liabilities (in thousands): As of September 30, 2023 As of December 31, 2022 Assets: Operating lease right-of-use assets $ 78,739 $ 33,424 Liabilities: Operating lease — current $ 17,825 $ 7,085 Operating lease — long-term $ 51,723 $ 27,884 |
Schedule of Lease, Cost | The components of lease related expense are as follows (in thousands): Three-months ended September 30, 2023 2022 Lease costs Operating lease expense $ 3,946 $ 1,432 Short-term lease expense 454 53 Total lease costs $ 4,400 $ 1,485 Nine-months ended September 30, 2023 2022 Lease costs Operating lease expense $ 8,904 $ 3,957 Short-term lease expense $ 632 170 Total lease costs $ 9,536 $ 4,127 |
Schedule of Supplemental Cash Flow Information Related to Operating Leases | Other information related to operating leases is as follows: As of September 30, 2023 As of December 31, 2022 Weighted average remaining lease term (in years) 4.5 3.6 Weighted average discount rate 8.76 % 5.27 % The components of supplemental cash flow information related to leases are as follows (in thousands): Nine months ended September 30, 2023 2022 Cash flow information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used by operating leases $ 10,300 $ 2,412 Non-cash activity: ROU asset obtained in exchange for operating lease obligations $ 52,297 $ 12,501 |
Schedule of Lessee, Operating Lease, Liability, to be Paid, Maturity | As of September 30, 2023, 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 $ 4,407 Year ending December 31, 2024 $ 18,697 Year ending December 31, 2025 $ 17,653 Year ending December 31, 2026 $ 16,832 Year ending December 31, 2027 $ 9,382 Thereafter $ 20,982 Total $ 87,953 Less: present value discount (18,405) Total lease costs $ 69,548 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Components of Accrued Expenses | A summary of the components of accrued expenses is as follows (in thousands): September 30, 2023 December 31, 2022 Accrued vendor liabilities $ 347,683 $ 251,291 Advance payments from customers 27,404 — Order deposits 3,510 4,860 Accrued interest 695 4,867 Accrued professional fees 3,435 1,145 Accrued payroll 2,619 1,627 Accrued other 13,613 1,135 Total accrued expenses $ 398,959 $ 264,925 |
Customer Deposits (Tables)
Customer Deposits (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Deposit Liabilities Disclosure [Abstract] | |
Schedule of Customer Deposits | Customer deposits consists of the following (in thousands): September 30, 2023 December 31, 2022 Customer reservation $ 15,816 $ 14,580 Customer SUV option 543 754 Total customer deposits $ 16,359 $ 15,334 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Senior Notes | As of September 30, 2023 and December 31, 2022 , the 2026 Notes consisted of the following (in thousands): September 30, 2023 December 31, 2022 Convertible Senior 2026 Notes Principal amount 667,500 667,500 Unamortized debt issuance costs and debt discount (5,382) (6,678) Net carrying amount 662,118 660,822 |
Fair Value Liabilities on a Recurring Basis Using Significant Unobservable Inputs (Level 3) | A reconciliation of the beginning and ending balances for the Notes and the call option (derivative liability), which are measured at fair value on a recurring basis using significant unobservable inputs (Level 3) is as follows for the three and nine months ended September 30, 2023 (in thousands): 2025 Notes, at fair value Fair value - December 31, 2022 $ — Fair value - June 30, 2023 — Issuance of Series A-1 Notes 297,000 Issuance of Series B-1 Notes 150,000 Change in fair value - mark to market adjustment (725) Fair value - September 30, 2023 $ 446,275 |
Fair Value Measurement Inputs and Valuation Techniques | The fair value of the 2025 senior convertible notes and derivative liability was estimated using the Monte Carlo simulation pricing model with embedded lattice, and with the following range of assumptions: Expected term (in years) 1.3 Volatility 57.6% to 70.0% Dividend yield 0.0% Risk-free interest rate 5.03% to 5.45% Common stock price $6.42 |
Common Stock and Warrants (Tabl
Common Stock and Warrants (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stockholders Equity Note Warrants or Rights Fair Value of Vested Warrants | The warrants are accounted for as an award issued to non-employees measured on October 29, 2020 with 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 Fair value Capitalized at September 30, 2023 Milestone (a) $ 58,041 $ 58,041 Milestone (b) 58,041 58,041 Milestone (c) 58,215 58,215 $ 174,297 $ 174,297 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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: Three-months Ended September 30, 2023 2022 Numerator: Net loss $ (95,219) $ (149,342) Denominator: Weighted average Class A common shares outstanding 210,747,717 170,870,467 Weighted average Class B common shares outstanding 132,354,128 132,354,128 Weighted average Class A and Class B common shares outstanding- Basic and Diluted 343,101,845 303,224,595 Net loss per share attributable to Class A and Class B Common shareholders- Basic and Diluted $ (0.28) $ (0.49) Nine Months Ended September 30, 2023 2022 Numerator: Net loss $ (298,381) $ (377,392) Denominator: Weighted average Class A common shares outstanding 201,033,571 167,107,937 Weighted average Class B common shares outstanding 132,354,128 132,354,128 Weighted average Class A and Class B common shares outstanding- Basic and Diluted 333,387,699 299,462,065 Net loss per share attributable to Class A and Class B Common shareholders- Basic and Diluted (0.89) $ (1.26) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | 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: As of September 30, 2023 2022 Convertible senior notes (a) 100,471,297 33,891,845 Stock options and warrants 36,857,869 30,555,194 Total 137,329,166 64,447,039 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-based Compensation Expense | Stock-based compensation expense is as follows (in thousands): Three Months Ended September 30, 2023 2022 Selling, general and administrative expense $ 2,454 $ 3,908 Research and development expense 3,252 7,258 Production expense 420 — Total $ 6,126 $ 11,166 Nine Months Ended September 30, 2023 2022 Selling, general and administrative expense $ 5,407 $ 6,099 Research and development expense 7,683 11,327 Production expense 420 — Total 13,510 17,426 |
Schedule of Stock Option Activity | The following table summarizes option activity under the Plan: Options Weighted Weighted Balance as of December 31, 2022 17,679,596 1.51 4.7 Granted 7,000 7.05 Exercised (60,340) 0.44 Forfeited (242,841) 13.49 Balance as of September 30, 2023 17,383,415 1.35 3.9 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The fair value of each stock option grant under the Plan was estimated on the date of grant using the Black-Scholes option pricing model, with the following range of assumptions: Nine Months Ended September 30, 2023 Expected term (in years) 6.3 Volatility 74.5% to 75.2% Dividend yield 0.0% Risk-free interest rate 3.40% to 4.00% Common stock price $6.98 to $7.10 |
Schedule of RSU Activity | The following table summarizes RSU activity under the Plan: RSU Awards Weighted Average Grant Date Fair Value Unvested as of December 31, 2022 11,752 $ 12.45 Awarded 2,282,921 5.84 Vested (227,627) 12.27 Forfeited (189,994) 10.02 Unvested as of September 30, 2023 1,877,052 $ 8.21 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands, € in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 29, 2023 USD ($) | Jul. 11, 2023 USD ($) | Jul. 31, 2022 USD ($) | Jul. 31, 2022 EUR (€) | Apr. 30, 2022 USD ($) | Apr. 30, 2022 EUR (€) | Sep. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) GWh battery_solution | Dec. 31, 2022 USD ($) | Jul. 31, 2022 EUR (€) | Apr. 30, 2022 EUR (€) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Unrestricted cash and cash equivalents | $ 527,442 | $ 527,442 | $ 736,549 | ||||||||
Accumulated losses | 1,465,122 | $ 1,465,122 | 1,166,741 | ||||||||
Number of battery solutions | battery_solution | 2 | ||||||||||
Battery capacity in gigawatt-hours | GWh | 5 | ||||||||||
Restricted cash | 97,954 | $ 97,954 | $ 0 | ||||||||
Revenue recognized | 12,700 | 600 | |||||||||
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 | |||||||
Electric Vehicles | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Revenue recognized | $ 71,600 | $ 72,300 | |||||||||
Senior Unsecured Convertible Notes | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Net proceeds of convertible notes | $ 445,100 | $ 445,100 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Property Plant and Equipment Estimated Useful Lives (Details) | Sep. 30, 2023 |
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 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Measurement of Financial Assets and Liabilities on a Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value | $ 331,991 | $ 604,185 |
Total fair value | 446,275 | |
2025 convertible senior notes and derivative liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value | 446,275 | |
Equity investment | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value | 2,220 | 3,140 |
Money market funds included in cash and cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value | 329,771 | 601,045 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value | 331,991 | 604,185 |
Total fair value | 0 | |
Level 1 | 2025 convertible senior notes and derivative liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value | 0 | |
Level 1 | Equity investment | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value | 2,220 | 3,140 |
Level 1 | Money market funds included in cash and cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value | 329,771 | 601,045 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value | 0 | 0 |
Total fair value | 0 | |
Level 2 | 2025 convertible senior notes and derivative liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value | 0 | |
Level 2 | Equity investment | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value | 0 | 0 |
Level 2 | Money market funds included in cash and cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value | 0 | 0 |
Total fair value | 446,275 | |
Level 3 | 2025 convertible senior notes and derivative liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value | 446,275 | |
Level 3 | Equity investment | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value | 0 | 0 |
Level 3 | Money market funds included in cash and cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value | $ 0 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Mar. 16, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Payments for equity method investment | $ 0 | $ 10,000 | ||||
Unrealized loss recognized on equity securities | $ (530) | $ (730) | (920) | $ (5,640) | ||
Level 2 | 2026 Convertible senior notes | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Long term debt fair value | $ 214,800 | $ 214,800 | $ 309,800 | |||
Allego B.V. (“Allego”) | Common Class A | Fisker Group | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Sale of stock, number of shares issued in transaction | 1,000,000 | |||||
Allego B.V. (“Allego”) | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Payments for equity method investment | $ 10,000 | |||||
Ownership percentage | 5% |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 268,063 | $ 698 |
Work in progress | 20,973 | 0 |
Finished goods | 256,617 | 3,578 |
Total | $ 545,653 | $ 4,276 |
Inventory - Additional Informat
Inventory - Additional Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | |
Inventory Disclosure [Abstract] | ||
Inventory write-downs | $ 0.9 | $ 0.9 |
Inventory adjustments | $ 18.2 | $ 18.2 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Advanced payments to suppliers | $ 166,719 | $ 27,218 |
Value-added tax receivables | 50,547 | 27,928 |
Prepaid insurance | 9,904 | 2,951 |
Prepaid and other current assets | 47,221 | 29,392 |
Prepaid expenses and other current assets | $ 274,391 | $ 87,489 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 8 years | |
Gross Carrying Amount | $ 258,304 | $ 252,304 |
Accumulated Amortization | (29,485) | (5,382) |
Net | $ 228,819 | $ 246,922 |
Capitalized cost - manufacturing | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 8 years | 8 years |
Gross Carrying Amount | $ 258,304 | $ 252,304 |
Accumulated Amortization | (29,485) | (5,382) |
Net | $ 228,819 | $ 246,922 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) | Sep. 30, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Amortization period | 8 years |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property And Equipment, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 604,096 | $ 389,618 |
Less: Accumulated depreciation and amortization | (37,348) | (2,481) |
Property and equipment, net | 566,748 | 387,137 |
Tooling | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 450,157 | 0 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 135,559 | 9,298 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,553 | 470 |
IT hardware and software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 13,023 | 6,427 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 647 | 634 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 3,157 | $ 372,789 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Accrued property and equipment | $ 191.8 | $ 144.8 |
Tooling | ||
Property, Plant and Equipment [Line Items] | ||
Reclassification asset, transfers and changes | 450.2 | |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Reclassification asset, transfers and changes | $ 101.3 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Non-cash operating lease, right-of-use assets | $ 49.1 | $ 33.4 |
Non-cash operating lease, liability | 37.9 | $ 35 |
Finance lease right-of-use assets at lease inception | 24.1 | |
Finance lease, liability | 10 | |
Finance lease, right-of-use asset, amortization | $ 0.8 | |
Lessee, finance lease, term of contract | 8 years | |
Finance lease, right-of-use asset, after accumulated amortization | $ 25.6 |
Leases - Schedule of Balance Sh
Leases - Schedule of Balance Sheet Information Related to Operating Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Assets: | ||
Operating lease right-of-use assets | $ 78,739 | $ 33,424 |
Liabilities: | ||
Operating lease — current | 17,825 | 7,085 |
Operating lease — long-term | $ 51,723 | $ 27,884 |
Leases - Schedule of Lease, Cos
Leases - Schedule of Lease, Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Lease costs | ||||
Operating lease expense | $ 3,946 | $ 1,432 | $ 8,904 | $ 3,957 |
Short-term lease expense | 454 | 53 | 632 | 170 |
Total lease costs | $ 4,400 | $ 1,485 | $ 9,536 | $ 4,127 |
Leases - Schedule Of Supplement
Leases - Schedule Of Supplemental Cash Flow Information Related To Operating Leases (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Leases [Abstract] | |||
Weighted average remaining lease term (in years) | 4 years 6 months | 3 years 7 months 6 days | |
Weighted average discount rate | 8.76% | 5.27% | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows used by operating leases | $ 10,300 | $ 2,412 | |
Non-cash activity: | |||
ROU asset obtained in exchange for operating lease obligations | $ 52,297 | $ 12,501 |
Leases - Schedule of Lessee, Op
Leases - Schedule of Lessee, Operating Lease, Liability, to be Paid, Maturity (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Leases [Abstract] | |
Year ending December 31, 2023 | $ 4,407 |
Year ending December 31, 2024 | 18,697 |
Year ending December 31, 2025 | 17,653 |
Year ending December 31, 2026 | 16,832 |
Year ending December 31, 2027 | 9,382 |
Thereafter | 20,982 |
Total | 87,953 |
Less: present value discount | (18,405) |
Total lease costs | $ 69,548 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | |
Accrued Expenses [Line Items] | ||||
Total accrued expenses | $ 398,959 | $ 398,959 | $ 264,925 | |
Prepayment amount for fisker ocean ones | $ 5 | |||
Proceeds from customers | 27,400 | |||
Revenue recognized | 12,700 | 600 | ||
Order deposits | ||||
Accrued Expenses [Line Items] | ||||
Contract liabilities | 3,500 | 3,500 | 4,900 | |
Accrued vendor liabilities | ||||
Accrued Expenses [Line Items] | ||||
Total accrued expenses | 347,683 | 347,683 | 251,291 | |
Advance payments from customers | ||||
Accrued Expenses [Line Items] | ||||
Total accrued expenses | 27,404 | 27,404 | 0 | |
Order deposits | ||||
Accrued Expenses [Line Items] | ||||
Total accrued expenses | 3,510 | 3,510 | 4,860 | |
Accrued interest | ||||
Accrued Expenses [Line Items] | ||||
Total accrued expenses | 695 | 695 | 4,867 | |
Accrued professional fees | ||||
Accrued Expenses [Line Items] | ||||
Total accrued expenses | 3,435 | 3,435 | 1,145 | |
Accrued payroll | ||||
Accrued Expenses [Line Items] | ||||
Total accrued expenses | 2,619 | 2,619 | 1,627 | |
Accrued other | ||||
Accrued Expenses [Line Items] | ||||
Total accrued expenses | $ 13,613 | $ 13,613 | $ 1,135 |
Customer Deposits (Details)
Customer Deposits (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Deposit Liabilities Disclosure [Line Items] | ||
Total customer deposits | $ 16,359,000 | $ 15,334,000 |
Minimum | ||
Deposit Liabilities Disclosure [Line Items] | ||
Reservation deposit | 100 | |
Maximum | ||
Deposit Liabilities Disclosure [Line Items] | ||
Reservation deposit | 2,000 | |
Customer reservation | ||
Deposit Liabilities Disclosure [Line Items] | ||
Total customer deposits | 15,816,000 | 14,580,000 |
Customer SUV option | ||
Deposit Liabilities Disclosure [Line Items] | ||
Total customer deposits | $ 543,000 | $ 754,000 |
Unconsolidated Variable Inter_2
Unconsolidated Variable Interest Entity (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Variable Interest Entity [Line Items] | ||
Other non-current assets | $ 54,371 | $ 16,489 |
Maximum exposure to loss | 10,000 | |
Carrying amount | 8,000 | |
Aggregate maximum exposure amount | 18,000 | |
Variable Interest Entity, Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Variable interest entity, note receivable | 7,700 | |
Other non-current assets | $ 4,500 |
Convertible Senior Notes - Sche
Convertible Senior Notes - Schedule of Convertible Senior Notes (Details) - 2025 convertible senior notes and derivative liability - 2026 Convertible senior notes - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Loans notes trade and other payables disclosure [Line Items] | ||
Principal amount | $ 667,500 | $ 667,500 |
Unamortized debt issuance costs and debt discount | (5,382) | (6,678) |
Net carrying amount | $ 662,118 | $ 660,822 |
Convertible Senior Notes - Addi
Convertible Senior Notes - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Sep. 29, 2023 USD ($) shares | Jul. 10, 2023 USD ($) installment $ / shares | Aug. 31, 2021 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 29, 2023 USD ($) | Jul. 11, 2023 $ / shares | Dec. 31, 2022 $ / shares shares | |
Debt Disclosure [Line Items] | ||||||||||
Interest expense related to the amortization of debt issuance costs | $ 4,928,000 | $ 4,693,000 | $ 14,134,000 | $ 13,827,000 | ||||||
Principal amount | $ 135,928,000 | $ 132,538,000 | ||||||||
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) | shares | 33,900,000 | |||||||||
Initial cap price per share (in dollars per share) | $ / shares | $ 32.57 | |||||||||
Strike price (in dollars per share) | $ / shares | $ 19.70 | |||||||||
Common Class A | ||||||||||
Debt Disclosure [Line Items] | ||||||||||
Common stock par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||
Common stock, authorized (in shares) | shares | 1,250,000,000 | 1,250,000,000 | 1,250,000,000 | 1,250,000,000 | ||||||
2026 Convertible senior notes | Convertible Notes Payable | ||||||||||
Debt Disclosure [Line Items] | ||||||||||
Debt issued | $ 667,500,000 | |||||||||
Debt instrument interest rate | 2.50% | |||||||||
Initial placement amount | $ 625,000,000 | |||||||||
Debt instrument 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) | $ / shares | $ 19.70 | |||||||||
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 | 100% | |||||||||
Interest expense related to the amortization of debt issuance costs | $ 500,000 | $ 1,300,000 | ||||||||
Contractual interest expense | 4,200,000 | 12,500,000 | ||||||||
Sinking fund amount | $ 0 | $ 0 | ||||||||
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. | |||||||||
2026 Convertible senior notes | Convertible Notes Payable | 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 Convertible senior notes | Convertible Notes Payable | Common Class A | ||||||||||
Debt Disclosure [Line Items] | ||||||||||
Conversion ratio | 0.0507743 | |||||||||
Minimum percentage of conversion price required to redeem notes based on last reported sale price of common stock | 130% | |||||||||
Convertible Senior Notes Due 2025 | Convertible Notes Payable | ||||||||||
Debt Disclosure [Line Items] | ||||||||||
Threshold percentage of the principal amount of notes including accrued and unpaid interest required to repurchase of notes | 103% | |||||||||
Debt instrument, interest rate, event of default, automatic increase | 18% | |||||||||
Percentage of average stock price preceding conversion | 80% | |||||||||
Number of installments | installment | 9 | |||||||||
Percentage of average stock price preceding settlement | 93% | |||||||||
Floor price (in dollars per share) | $ / shares | $ 1.16 | |||||||||
Convertible Senior Notes Due 2025 | Convertible Notes Payable | Common Class A | ||||||||||
Debt Disclosure [Line Items] | ||||||||||
Common stock, required to be reserved for future issuance prior to obtaining stockholder approval (in shares) | shares | 782,000,000 | |||||||||
Common stock, increase to shares authorized, stockholder approval required, proposed authorized shares (in shares) | shares | 2,000,000,000 | |||||||||
Senior Unsecured Convertible Notes Due 2025, Series A-1 Notes | Convertible Notes Payable | ||||||||||
Debt Disclosure [Line Items] | ||||||||||
Debt issued | $ 340,000,000 | |||||||||
Debt instrument interest rate | 0% | |||||||||
Proceeds from issuance of notes | $ 300,000,000 | |||||||||
Debt instrument initial conversion price (in dollars per share) | $ / shares | $ 5.5744 | |||||||||
Debt original issue discount rate | 12% | |||||||||
Senior Unsecured Convertible Notes Due 2025, Investor AIR Notes | Convertible Notes Payable | ||||||||||
Debt Disclosure [Line Items] | ||||||||||
Debt issued | $ 170,000,000 | |||||||||
Debt instrument option to purchase additional notes principal amount | $ 226,700,000 | |||||||||
Period post one-year anniversary of issuance | 6 months | |||||||||
Ending date, period post anniversary of issuance | 18 months | |||||||||
Debt instrument, term | 2 years | |||||||||
Increase in amount available for purchase | 566,700,000 | |||||||||
Senior Unsecured Convertible Notes Due 2025, Investor AIR Notes | Convertible Notes Payable | Forecast | ||||||||||
Debt Disclosure [Line Items] | ||||||||||
Debt issued | $ 226,700,000 | |||||||||
Senior Unsecured Convertible Notes Due 2025, Issuer AIR Notes | Convertible Notes Payable | ||||||||||
Debt Disclosure [Line Items] | ||||||||||
Debt instrument option to purchase additional notes principal amount | $ 113,300,000 | |||||||||
Senior Unsecured Convertible Notes Due 2025, Series B-1 Notes | Convertible Notes Payable | ||||||||||
Debt Disclosure [Line Items] | ||||||||||
Proceeds from issuance of notes | $ 150,000,000 | |||||||||
Debt instrument initial conversion price (in dollars per share) | $ / shares | $ 7.5986 | |||||||||
Debt original issue discount rate | 12% |
Convertible Senior Notes - Fair
Convertible Senior Notes - Fair Value Liabilities on a Recurring Basis Using Significant Unobservable Inputs (Level 3) (Details) - 2025 Notes, at fair value $ in Thousands | 3 Months Ended |
Sep. 30, 2023 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning Balance | $ 0 |
Change in fair value - mark to market adjustment | (725) |
Ending Balance | 446,275 |
Senior Unsecured Convertible Notes Due 2025, Series A-1 Notes | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Issuance of Notes | 297,000 |
Senior Unsecured Convertible Notes Due 2025, Series B-1 Notes | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Issuance of Notes | $ 150,000 |
Convertible Senior Notes - Fa_2
Convertible Senior Notes - Fair Value Measurement Inputs and Valuation Techniques (Details) - Convertible Senior Notes Due 2025 - 2025 convertible senior notes and derivative liability | Jul. 10, 2023 yr Rate $ / shares |
Measurement Input, Expected Term | |
Debt Disclosure [Line Items] | |
Debt instrument, measurement input | yr | 1.3 |
Measurement Input, Price Volatility | Minimum | |
Debt Disclosure [Line Items] | |
Debt instrument, measurement input | 0.576 |
Measurement Input, Price Volatility | Maximum | |
Debt Disclosure [Line Items] | |
Debt instrument, measurement input | 0.700 |
Measurement Input, Expected Dividend Rate | |
Debt Disclosure [Line Items] | |
Debt instrument, measurement input | 0 |
Measurement Input, Risk Free Interest Rate | Minimum | |
Debt Disclosure [Line Items] | |
Debt instrument, measurement input | 0.0503 |
Measurement Input, Risk Free Interest Rate | Maximum | |
Debt Disclosure [Line Items] | |
Debt instrument, measurement input | 0.0545 |
Measurement Input, Share Price | |
Debt Disclosure [Line Items] | |
Debt instrument, measurement input | $ / shares | 6.42 |
Common Stock and Warrants - Add
Common Stock and Warrants - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Oct. 29, 2020 milestone $ / shares shares | May 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | |
Class of Stock [Line Items] | |||||
Number of interrelated performance conditions | milestone | 3 | ||||
Adjustments to additional paid in capital, warrant issued | $ 6,695 | $ 6,000 | $ 20,084 | ||
Proceeds from issuance of common stock | 135,928 | $ 132,538 | |||
Magna Warrants | |||||
Class of Stock [Line Items] | |||||
Class of warrant or right number of warrants granted (in shares) | shares | 19,474,454 | ||||
Class of warrant or exercise price of warrants or rights (in dollars per share) | $ / shares | $ 0.01 | ||||
Proportion of equity ownership interest in subsidiary | 6% | ||||
Exercise vested warrants expire date | Oct. 29, 2030 | ||||
Adjustments to additional paid in capital, warrant issued | 3,800 | ||||
Capitalized cost, manufacturing | $ 258,300 | ||||
Shares issued for vested and exercise of warrants (in shares) | shares | 12,969,986 | ||||
Exercise of warrants (in shares) | shares | 0 | ||||
Magna Warrants | Warrant | |||||
Class of Stock [Line Items] | |||||
Exercise price (in dollars per share) | $ / shares | $ 0.01 | ||||
Magna Warrants | Class A Common Stock | Measurement Input, Share Price | |||||
Class of Stock [Line Items] | |||||
Common stock, measurement date stock price (in dollars per share) | $ / shares | $ 8.96 | ||||
ATM Program | |||||
Class of Stock [Line Items] | |||||
Proceeds from issuance of common stock | $ 350,000 | ||||
ATM Program | Class A Common Stock | |||||
Class of Stock [Line Items] | |||||
Proceeds from issuance of common stock | $ 2,000,000 | ||||
Sale of stock, number of shares issued in transaction | shares | 21,153,154 | ||||
Sale of stock, consideration received on transaction | $ 133,100 | ||||
Payments for commissions and other direct incremental issuance costs | $ 2,000 |
Common Stock and Warrants - Sch
Common Stock and Warrants - Schedule of Warrants Accounted as Awards to Non Employees Measured on Performance Conditions that are Evaluated for Achievement (Details) | Oct. 29, 2020 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 |
Common Stock and Warrants - S_2
Common Stock and Warrants - Schedule of Stockholders Equity Note Warrants or Rights Fair Value of Vested Warrants (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Class of Warrant or Right [Line Items] | |
Fair value | $ 174,297 |
Capitalized at September 30, 2023 | 174,297 |
Milestone (a) | |
Class of Warrant or Right [Line Items] | |
Fair value | 58,041 |
Capitalized at September 30, 2023 | 58,041 |
Milestone (b) | |
Class of Warrant or Right [Line Items] | |
Fair value | 58,041 |
Capitalized at September 30, 2023 | 58,041 |
Milestone (c) | |
Class of Warrant or Right [Line Items] | |
Fair value | 58,215 |
Capitalized at September 30, 2023 | $ 58,215 |
Loss Per Share - Schedule of Co
Loss Per Share - Schedule of Computation of Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator: | ||||
Net Loss | $ (95,219) | $ (149,342) | $ (298,381) | $ (377,392) |
Denominator: | ||||
Weighted average Class A and Class B Common shares outstanding- Basic (in shares) | 343,101,845 | 303,224,595 | 333,387,699 | 299,462,065 |
Weighted average Class A and Class B Common shares outstanding- Diluted (in shares) | 343,101,845 | 303,224,595 | 333,387,699 | 299,462,065 |
Net loss per share attributable to Class A and Class B Common shareholders- Basic (in dollars per share) | $ (0.28) | $ (0.49) | $ (0.89) | $ (1.26) |
Net loss per share attributable to Class A and Class B Common shareholders- Diluted (in dollars per share) | $ (0.28) | $ (0.49) | $ (0.89) | $ (1.26) |
Class A Common Stock | ||||
Denominator: | ||||
Weighted average Class A and Class B Common shares outstanding- Basic (in shares) | 210,747,717 | 170,870,467 | 201,033,571 | 167,107,937 |
Class B Common Stock | ||||
Denominator: | ||||
Weighted average Class A and Class B Common shares outstanding- Basic (in shares) | 132,354,128 | 132,354,128 | 132,354,128 | 132,354,128 |
Loss Per Share - Schedule of _2
Loss Per Share - Schedule of Common Shares Outstanding Excluded From Computation of Diluted Loss Per Share (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 137,329,166 | 64,447,039 |
Convertible senior notes (a) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 100,471,297 | 33,891,845 |
Option to issue additional amount | $ 623.3 | |
Stock options and warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 36,857,869 | 30,555,194 |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Mar. 24, 2023 | Dec. 31, 2022 | Mar. 09, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||
Number of shares issued under the plan (in shares) | 0 | ||||||||||
Minimum estimated fair value percentage of exercise priced on the date of grant | 100% | ||||||||||
Minimum percentage of shareholders | 10% | ||||||||||
Minimum estimated percentage of fair value of shares | 110% | ||||||||||
Granted (in shares) | 7,000 | ||||||||||
Contractual life of awards | 3 years 10 months 24 days | 4 years 8 months 12 days | |||||||||
Dividend yield | 0% | ||||||||||
Share-based payment arrangement, expense | $ 6,126 | $ 11,166 | $ 13,510 | $ 17,426 | |||||||
Stock-based compensation (benefit)/expense | 13,460 | 17,426 | |||||||||
Stock-based compensation | $ (6,126) | (11,166) | $ (13,510) | (17,426) | |||||||
Class A Common Stock | |||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||
Share-based payment award, restricted stock unit awards vested on the grant date (in shares) | 339,340 | ||||||||||
Employee Stock Purchase Plan | |||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||
Granted (in shares) | 15,882,711 | 15,882,711 | |||||||||
Contractual life of awards | 6 years | 6 years | |||||||||
Share-based Payment Arrangement, Option | |||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||
Expiration period | 10 years | ||||||||||
Granted (in shares) | 0 | ||||||||||
Restricted Stock Units (RSUs) | |||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||
Share-based payment award, restricted stock unit awards vested on the grant date (in shares) | 227,627 | ||||||||||
Share-based payment arrangement, expense | 4,500 | ||||||||||
Stock issued during period, value, restricted stock award, gross | $ 200,000 | ||||||||||
Defined contribution plan, employers matching contribution, annual vesting percentage | 25% | ||||||||||
Stock-based compensation (benefit)/expense | $ 300 | $ 300 | $ 800 | $ 800 | |||||||
Restricted Stock Units (RSUs) | Class A Common Stock | |||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||
Number of common shares granted to outside directors annually are based on the period average closing trading price of common stock on the day preceding the grant date | 30 days | ||||||||||
Performance-Based Restricted Stock Awards | Share-based Payment Arrangement, Tranche One | |||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||
Award vesting percentage | 50% | ||||||||||
Performance-Based Restricted Stock Awards | Share-based Payment Arrangement, Tranche Two | |||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||
Share-based payment arrangement, expense | $ 3,500 | $ 10,900 | |||||||||
Award vesting percentage | 50% | ||||||||||
Performance-Based Restricted Stock Awards | Class A Common Stock | |||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||
Share-based payment award, restricted stock unit awards vested on the grant date (in shares) | 1,278,465 | ||||||||||
Stock-based compensation (benefit)/expense | $ 10,100 | $ 7,300 | |||||||||
Number of awards convertible into each underlying share (in shares) | 1 | ||||||||||
Number of shares authorized under the plan (in shares) | 2,028,076 | 2,028,076 | |||||||||
Value of shares approved and authorized | $ 13,000 | ||||||||||
Stock-based compensation | $ 2,800 |
Stock Based Compensation - Sche
Stock Based Compensation - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 6,126 | $ 11,166 | $ 13,510 | $ 17,426 |
Selling, general and administrative expense | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 2,454 | 3,908 | 5,407 | 6,099 |
Research and development expense | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 3,252 | 7,258 | 7,683 | 11,327 |
Production expense | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 420 | $ 0 | $ 420 | $ 0 |
Stock Based Compensation - Sc_2
Stock Based Compensation - Schedule of Stock Option Activity (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Options | ||
Beginning balance (in shares) | 17,679,596 | |
Granted (in shares) | 7,000 | |
Exercised (in shares) | (60,340) | |
Forfeited (in shares) | (242,841) | |
Ending balance (in shares) | 17,383,415 | 17,679,596 |
Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 1.51 | |
Granted (in dollars per share) | 7.05 | |
Exercised (in dollars per share) | 0.44 | |
Forfeited (in dollars per share) | 13.49 | |
Ending balance (in dollars per share) | $ 1.35 | $ 1.51 |
Weighted Average Contractual Term (in Years) | 3 years 10 months 24 days | 4 years 8 months 12 days |
Stock Based Compensation - Sc_3
Stock Based Compensation - Schedule of Stock Options, Valuation Assumptions (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 6 years 3 months 18 days |
Volatility, minimum | 74.50% |
Volatility, maximum | 75.20% |
Dividend yield | 0% |
Risk-free interest rate, minimum | 3.40% |
Risk-free interest rate, maximum | 4% |
Common Stock | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Common stock price (in dollars per share) | $ 6.98 |
Common Stock | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Common stock price (in dollars per share) | $ 7.10 |
Stock Based Compensation - Sc_4
Stock Based Compensation - Schedule of RSU Activity (Details) - RSUs | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
RSU Awards | |
Unvested beginning balance (in shares) | shares | 11,752 |
Awarded (in shares) | shares | 2,282,921 |
Vested (in shares) | shares | (227,627) |
Forfeited (in shares) | shares | (189,994) |
Unvested ending balance (in shares) | shares | 1,877,052 |
Weighted Average Grant Date Fair Value | |
Unvested beginning balance (in dollars per share) | $ / shares | $ 12.45 |
Awarded (in dollars per share) | $ / shares | 5.84 |
Vested (in dollars per share) | $ / shares | 12.27 |
Forfeited (in dollars per share) | $ / shares | 10.02 |
Unvested ending balance (in dollars per share) | $ / shares | $ 8.21 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Orrick | Expenses for Legal Services | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, amounts of transaction | $ 0.5 | $ 4.6 | $ 1.3 | $ 7.7 |
Uncategorized Items - fsr-20230
Label | Element | Value |
Convertible Notes Payable [Member] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue | $ 0 |