Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP required management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities in the consolidated financial statements and accompanying notes. Significant estimates, assumptions and judgments made by management include, inventory valuation, warranty reserve and calculating the standalone selling price for revenue recognition, fair value of convertible notes payable and other items requiring judgment. Estimates are based on assumptions that we believe are reasonable under the circumstances. Due to the inherent uncertainty involved with estimates, actual results may differ. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future period s. Going Concern, Liquidity and Capital Resources The Company did not make a required interest payment of approximately $8.4 million payable in cash on March 15, 2024 with respect to the 2026 Notes. At the conclusion of a 30-day grace period, the non-payment became an Event of Default with respect to the 2026 Notes, and resulted in a cross default with respect to the 2025 Notes. The Company's current forbearance agreement expires May 1, 2024 and the Company is seeking additional waivers and/or a forbearance agreement from the holder of the 2025 Notes. If the Company does not receive adequate relief from its debt holders and additional sufficient liquidity from potential liquidity providers to meet its current obligations, it expects to seek protection under applicable bankruptcy laws in multiple jurisdictions within 30 days from the issuance of these financial statements (see further discussion of, among other items, waivers, forbearance of the 2025 Notes and delisting considerations within Note 20, Subsequent Events ). The Company believes that its available liquidity will not be sufficient to meet its current obligations for a period of at least twelve months from the date of the filing of this Annual Report on Form 10-K. Accordingly, the Company has concluded there is substantial doubt about its ability to continue as a going concern. The Company has been seeking additional financing, attempting to restructure its current debt obligations and continues to discuss financing alternatives with potential providers. In addition to reducing expenses, the Company intends to further reduce its workforce and streamline its operations, including reducing its physical footprint. There is no assurance that the Company will be able to restructure its obligations and/or obtain additional financing on acceptable terms and conditions. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less at acquisition to be cash equivalents. Cash and cash equivalents include cash held in banks and money market mutual funds, which are unrestricted and available for the Company's general use. Restricted Cash Restricted cash is primarily related to letters of credit issued to suppliers. The Company's restricted cash balance was $70.4 million as of December 31, 2023. There was no restricted cash as of December 31, 2022. Concentrations of Credit Risk and Off-balance Sheet Risk Cash and cash equivalents are financial instruments that are potentially subject to concentrations of credit risk. The Company’s cash and cash equivalents are deposited in accounts at large financial institutions, and amounts may exceed federally insured limits. The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the cash and cash equivalents are held. The Company has no financial instruments with off-balance sheet risk of loss. Revenue from Contracts with Customers In accordance with ASC 606, 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 provided that meet the definition of a performance obligation under ASC 606, including over-the-air ( “OTA”) software updates as they become available, premium connectivity, roadside assistance, service packages, specified vehicle upgrades and charging station benefits. 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. Revenue from the stand-ready obligation to deliver unspecified OTA software updates when-and-if they become available is recognized ratably over the basic vehicle warranty term, commencing when control of the vehicles is transferred to the customer and was not material. Revenue from other performance obligations, including premium connectivity, roadside assistance and service packages are recognized over the requisite performance periods and was not material to the financial statements. The Company's revenue from the United States was approximately 68% for the year ended December 31, 2023. The rest of the world as a percentage was approximately 32%. The value of performance obligations related to the Company's sales represent stand-alone selling prices estimated by considering the cost to develop and deliver the service plus margin, third-party pricing of similar services and other information that may be available. The transaction price is allocated among the performance obligations based on the proportion of the stand alone selling prices of the Company’s performance obligations to the sum of the standalone selling prices of all performance obligations in the arrangement. Payment for EV sales is typically received at or prior to delivery, or according to agreed upon payment terms. The Company also recognizes a sales return reserve on vehicle sales, which is recorded as an offset to revenue. The reserve is estimated based on historical experience and was not material. 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. Deferred revenue is the amount of unrecognized revenue attributable to performance obligations as of the balance sheet date. Deferred revenue related to undelivered OTA software updates, premium connectivity, roadside assistance, service packages, and specified vehicle upgrades consist of the following (in thousands): As of December 31, 2023 Deferred revenue - January 1, 2023 $ — Additions 46,577 Revenue Recognized (1,022) Deferred Revenue - December 31, 2023 $ 45,555 Of the total deferred revenue balance as of December 31, 2023, the Company expects to recognize $19.9 million of revenue in the next 12 months, The remaining balance will be recognized over the respective requisite performance periods ranging from 4 to 10 years. Other revenue consists of sales of merchandise and home charging solutions and is not material. Warranties The Company provides a basic six year manufacturer’s warranty on all vehicles sold that covers the costs to repair or replace faulty parts or components, including those costs incurred under recalls. The Company records a warranty reserve based on industry benchmarks and/or actual claims incurred to date and after consideration of the nature, frequency and costs of future claims. The warranty does not cover any item where failure is due to normal wear and tear. This assurance-type warranty does not create a performance obligation as part of the sale of the vehicle. The amount of warranty claims is included within Accrued expenses and other in the Consolidated Balance Sheets. The warranty expense is recorded as a component of Cost of goods sold in the Consolidated Statements of Operations. Customer Deposits and Advances Customer deposits are required in order to complete the sales order process, which includes the selection of the vehicle model, trim and options and will be applied to the sales price of the vehicle and recognized as revenue when the vehicle is sold and delivered to the customer. Such deposits are generally not refundable. In the third quarter of 2022 , the Company began accepting customer deposits for Ocean Ones, a limited-edition trim level of the Ocean. The Company also entered into a contract for global payment processing with JPMorgan Chase Bank, N.A. Customer deposits paid directly to the Company are received in the Company’s bank account and available for its use in the subsequent month after the month in which the customer deposits were placed. For customer deposits made through credit card transactions, the Company’s bank holds cash received from customers until the vehicle is delivered to the customer at which time the cash is deposited and available for use. Advance payments from customers will be received before delivery of a vehicle, in addition to reservation payments for the future right of a customer to order an Ocean, PEAR, Alaska or Ronin. Cost of Goods Sold Cost of goods sold primarily relates to the cost of production of vehicles and includes direct parts, material and labor costs, depreciation of machinery and tooling, 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, as needed, provisions 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 , 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 to 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 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 Stock underlying the conversion and redemption features (See Note 12). The 2025 convertible notes are valued using an embedded lattice technique, which represent Level 3 measurements. Significant assumptions include the expected premium for conversion. The 2025 Notes are presented at fair value in the Consolidated Balance Sheets and changes in fair value are recorded as a component of non-operating loss in the consolidated statements of operations. There were no material changes in fair value attributable to instrument-specific credit risk during the period associated with the 2025 Notes. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to interest rate, market, or foreign currency risks. The Company evaluates all of its financial instruments, including notes payable, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company applies significant judgment to identify and evaluate complex terms and conditions in its contracts and agreements to determine whether embedded derivatives exist. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract. Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the statement of operations each period. Bifurcated embedded derivatives are classified with the related host contract on the Company’s balance sheet. The Company enters into contracts that meet the definitions of a freestanding instrument, such as capped call options with equity-linked features, and a derivative. A freestanding instrument that is a derivative is evaluated by the Company to determine if it qualifies for an exception to derivative accounting. The Company determines whether the equity-linked feature is indexed to the Company's Class A common stock and whether the settlement provision in the contract is consistent with a fixed-for-fixed equity instrument. To qualify for classification in stockholder's equity, the Company evaluates whether the contract requires physical settlement, net share settlement, or a combination thereof and, when the Company has a choice of net cash settlement or settlement in the Company's shares, additional criteria are evaluated to determine whether equity classification is appropriate. The Company’s derivative instrument is related to the investor’s rights to purchase additional 2025 Notes . The derivative is valued using the Monte Carlo simulation pricing model. Refer to Note 12 for additional information regarding the accounting for the convertible senior notes and capped call options. Accounts Receivable Accounts receivable consist of receivables from our customers and from financial institutions offering financing products to our customers for the sale of vehicles. The Company provides an allowance against accounts receivable for any potential uncollectible amounts. No allowance was recorded for the Company for the years ended December 31, 2023 and 2022. Inventory 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. During 2023, the Company recorded a provision for excess or obsolete inventory totaling $1.2 million. 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. During 2023, the Company recorded a write down of inventory totaling $232.7 million which includes consideration for reductions in the selling price of vehicles in inventory. 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 Vehicles 3-7 Leasehold improvements Shorter of their estimated life or remaining lease term Upon retirement or sale, the cost and related accumulated depreciation of an asset are removed from the balance sheet and the resulting gain or loss is reflected in the statement of 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. Construction in progress is comprised primarily of costs incurred to construct serial production tooling located at affiliates of Magna and our suppliers. No depreciation is provided for construction in progress until such time the assets are completed and are ready for use, as intended. The Company assesses impairment for asset groups, which represent a combination of assets that produce distinguishable cash flows. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary. Each quarter, the Company evaluates the net carrying amounts of long-term assets for impairment when impairment indicators are present. The Company evaluates for impairment triggers based on qualitative factors such as macroeconomic trends, trends related to EV demand and current and projected trends related to market conditions. The Company also evaluates for impairment triggers based on quantitative factors such as historical and projected revenue and profitability performance trends. The existence of an individual indicator is not automatically conclusive that the asset may not be recoverable. The Company exercises judgement and consider the combined effect of all indicators and developments, both positive and negative, when determining whether an asset may not be recoverable. Management has assessed whether indicators of impairment exist as of December 31, 2023, considering the Company's recent start of production in May 2023, and concluded there were no such triggering events. The recoverability of long-lived assets continues to be dependent on the market acceptance of the Company's vehicles. Leases The Company classifies arrangements meeting the definition of a lease as operating or financing leases, and leases are recorded on the consolidated balance sheet as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the right-of-use asset results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred. In calculating the right-of-use asset and lease liability, the Company elects to combine lease and non-lease components for all classes of assets. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election, and instead recognizes rent expense on a straight-line basis over the lease term. The current portion of the Company’s lease liability is based on lease payments due within twelve months of the balance sheet date. Variable lease payments are included in lease payments when the contingency upon which the payment is dependent is resolved. Asset Retirement Obligations We record an asset retirement obligation ( “ ARO ” ) when it represents a legal obligation associated with the retirement of a tangible long-lived asset that is incurred upon the acquisition, construction, development or normal operation of that long-lived asset. The Company recognizes an asset retirement obligations if a reasonable estimate of the fair value can be made. The Company's ARO represents the estimated costs to remove tooling at the Magna facility at the end of the contractual arrangement with Magna. The ARO is recorded in Other non-current liabilities in the Consolidated Balance Sheets, while a comparable amount is capitalized as part of the carrying cost of the tooling asset and depreciated over its useful life. Debt Issuance Costs Direct and incremental costs, including amounts paid to initial purchasers of the Company’s convertible notes, are directly attributed to efforts to obtain debt financing and are debt issuance costs. Upon issuance of debt, the carrying value is the principal amount of debt reduced by any debt issuance costs. Debt issuance costs are attributed to interest expense and accreted over the expected term of the debt using the effective interest rate method when the fair value option has not been elected. Debt issuance costs incurred with respect to the 2025 convertible senior notes were expensed as incurred since the Company elected the fair value option. Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in one operating segment and one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. 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 an individual employee will be issued). Foreign Currency Transactions and Remeasurement 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 currencies other than the functional currency. Gains and losses arising from foreign currency transactions and the effects of remeasurements are recorded within Foreign currency (loss) gain, in the Company’s Consolidated Statements of Operations. Foreign currency transaction gains and losses were not material for the years ended December 31, 2023, 2022 and 2021. Stock-based Compensation The Company expenses stock-based compensation over the requisite service period based on the estimated grant-date fair value of the awards. The Company accounts for forfeitures as they occur. The Company recognizes non-employee compensation costs over the requisite service period based on a measurement of fair value for each stock award. From inception through December 31, 2023, the Company has primarily granted service and performance based awards. Stock-based compensation expense is recognized for awards with graded-vesting schedules that are recognized on a straight-line basis over the requisite service period for each vesting tranche. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. For stock-based awards with vesting subject to performance conditions, stock-based compensation expense is recognized over the requisite service period when the performance conditions become probable of achievement. Stock-based compensation expense is recorded in Costs of goods sold, Selling, general and administrative expenses or Research and development expenses in the Consolidated Statements of Operations based upon the underlying individual’s role at the Company except for the capitalization of costs associated with the Magna wa rrants (see Note 14). Research and Development Expenses Research and development costs are expensed as incurred. Research and development expenses consist primarily of payroll, benefits and stock-based compensation of those employees engaged in research, design and development activities, costs related to design and prototype tools, prototype development work, and related supplies and services. Advertising Expense Advertising costs are expensed as incurred and included in Selling, general and administrative expenses in the Consolidated Statements of Operations. For the years ended December 31, 2023, 2022 and 2021, advertising expense was $28.0 million, $9.3 million, and $6.3 million, respectively. Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the consolidated financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense. 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 December 31, 2023. Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount within a range of loss can be reasonably estimated. When no amount within the range is a better estimate than any other amount, the Company accrues for the minimum amount within the range. Legal costs incurred in connection with loss contingencies are expensed as incurred. Net Loss per Share of Common Stock Basic net loss per share of common stock is calculated using the two-class method under which earnings are allocated to both common shares and participating securities. Undistributed net losses are allocated entirely to common shareholders since the participating security has no contractual obligation to share in the losses. Basic net loss per share is calculated by dividing the net loss attributable to common shares by the weighted-average number of shares of common stock outstanding for the period. The diluted net loss per share of common stock is computed by dividing the net loss using the weighted-average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of stock options and warrants to purchase common stock (using the treasury stock method). Recently Issued Accounting Pronouncements Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures . This ASU requires 1) specific categories in the rate reconciliation and to provide additional information for reconciling items that meet certain quantitative thresholds, 2) additional information on income taxes paid by tax jurisdiction, and 3) additional disclosures of pretax income (or loss) and income tax expense (or benefit) by tax jurisdiction. ASU 2023-09 also eliminates the requirement for all entities to (1) disclose the nature and estimate of the range of the reasonably possible change in the unrecognized tax benefits balance in the next 12 months or (2) make a statement that an estimate of the range cannot be made. The amendments in this Update are effective for fiscal years beginning after December 15, 2024 and are not expected to have a material impact on the Company’s financial statements or notes thereto. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures . This ASU requires 1) enhanced disclosures about significant segment expenses that are provided to the chief operating decision maker ( “ CODM ” ), 2) disclosures on segment profitability, 3) disclosures of a reportable segments profitability and assets in interim periods, and 4) disclosures on other measures used to assess segment performance and deciding how to allocate resources. The amendments in this Update are effective for fiscal years beginning after December 15, 2023 and are not expected to have a material impact on the Company’s financial statements or notes thereto. All other ASUs issued but not yet adopted were assessed and determined to be not applicable or are not expected to have a material impact on the Company's consolidated financial statements or financial statement disclosures. |