Cover Page
Cover Page - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 15, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 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 | FSRN | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction [Flag] | true | ||
Document Financial Statement Restatement Recovery Analysis [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1.2 | ||
Documents Incorporated by Reference | Part III incorporates by reference certain information from the registrant’s definitive proxy statement (the “Proxy Statement”) relating to its 2024 Annual Meeting of Stockholders. The Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. | ||
Entity Central Index Key | 0001720990 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 1,385,486,856 | ||
Class B Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 132,354,128 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Location | Los Angeles, California |
Auditor Firm ID | 238 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 325,452,000 | $ 736,549,000 |
Restricted cash | 70,447,000 | 0 |
Accounts receivable | 18,018,000 | 0 |
Inventory | 406,505,000 | 4,276,000 |
Prepaid expenses and other current assets | 103,732,000 | 87,489,000 |
Equity investment | 0 | 3,140,000 |
Total current assets | 924,154,000 | 831,454,000 |
Non-current assets: | ||
Property and equipment, net | 570,907,000 | 387,137,000 |
Intangible asset, net | 220,743,000 | 246,922,000 |
Right-of-use asset, net | 87,309,000 | 33,424,000 |
Other non-current assets | 28,574,000 | 16,489,000 |
Total non-current assets | 907,533,000 | 683,972,000 |
Total assets | 1,831,687,000 | 1,515,426,000 |
Current liabilities: | ||
Accounts payable | 181,839,000 | 58,871,000 |
Accrued expenses and other | 364,691,000 | 260,065,000 |
Customer advances and deposits | 29,453,000 | 4,860,000 |
Convertible senior notes | 291,715,000 | 0 |
Deferred revenue | 19,882,000 | 0 |
Operating leases liabilities | 15,049,000 | 7,085,000 |
Total current liabilities | 902,629,000 | 330,881,000 |
Non-current liabilities: | ||
Operating leases liabilities, less current portion | 65,723,000 | 27,884,000 |
Other non-current liabilities | 516,000 | 15,334,000 |
Convertible senior notes | 935,228,000 | 660,822,000 |
Deferred revenue, net of current portion | 25,673,000 | 0 |
Total non-current liabilities | 1,027,140,000 | 704,040,000 |
Total liabilities | 1,929,769,000 | 1,034,921,000 |
Commitments and contingencies (Note 19) | ||
Stockholders’ equity: | ||
Preferred stock, $0.00001 par value; 15,000,000 shares authorized; no shares issued and outstanding as of December 31, 2023 and 2022 | 0 | 0 |
Additional paid-in capital | 2,008,602,000 | 1,650,196,000 |
Accumulated deficit | (2,106,688,000) | (1,166,741,000) |
Receivable for “At-the-market” offering | 0 | (2,953,000) |
Total stockholders’ equity | (98,082,000) | 480,505,000 |
Total liabilities and shareholders' equity | 1,831,687,000 | 1,515,426,000 |
Class A Common Stock | ||
Stockholders’ equity: | ||
Common stock, value | 3,000 | 2,000 |
Class B Common Stock | ||
Stockholders’ equity: | ||
Common stock, value | $ 1,000 | $ 1,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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) | 316,589,859 | 187,599,812 |
Common stock, outstanding (in shares) | 316,589,859 | 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 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Revenue | $ 272,883 | $ 342 | $ 106 |
Costs of goods sold | 558,821 | 263 | 88 |
Gross margin | (285,938) | 79 | 18 |
Operating costs and expenses: | |||
Selling, general and administrative | 249,160 | 106,417 | 42,398 |
Research and development | 67,357 | 423,907 | 286,856 |
Total operating costs and expenses | 316,517 | 530,324 | 329,254 |
Loss from operations | (602,455) | (530,245) | (329,236) |
Other income (expense): | |||
Other expense, net | (7,190) | (119) | (402) |
Interest income | 24,745 | 10,378 | 627 |
Interest expense | (18,745) | (18,426) | (6,546) |
Change in fair value of derivatives | 0 | 0 | (138,436) |
Foreign currency (loss) gain | (5,389) | (2,039) | 2,667 |
Unrealized (loss) gain recognized on equity securities | (1,791) | (6,860) | 0 |
Change in fair value measurements | (327,823) | 0 | 0 |
Total other expense | (336,193) | (17,066) | (142,090) |
Loss before income taxes | (938,648) | (547,311) | (471,326) |
Provision for income taxes | (1,299) | (185) | (15) |
Net loss attributable to common shareholders | $ (939,947) | $ (547,496) | $ (471,341) |
Net loss per common share | |||
Net loss per share attributable to Class A and Class B Common shareholders- Basic (in dollars per share) | $ (2.73) | $ (1.80) | $ (1.61) |
Net loss per share attributable to Class A and Class B Common shareholders- Diluted (in dollars per share) | $ (2.73) | $ (1.80) | $ (1.61) |
Weighted average shares outstanding | |||
Weighted average Class A and Class B Common shares outstanding- Basic (in shares) | 343,978,989 | 303,366,068 | 292,004,136 |
Weighted average Class A and Class B Common shares outstanding- Diluted (in shares) | 343,978,989 | 303,366,068 | 292,004,136 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands | Total | Common Stock | Common Stock Class A Common Stock | Common Stock Class B Common Stock | Additional Paid-in Capital | Receivable For Warrant Exercises | Receivable for “At-the-market” Offering | Accumulated Deficit |
Beginning Balance (in shares) at Dec. 31, 2020 | 144,912,362 | 132,354,128 | ||||||
Beginning Balance at Dec. 31, 2020 | $ 907,130 | $ 1 | $ 1 | $ 1,055,128 | $ (96) | $ 0 | $ (147,904) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock-based compensation | 5,622 | 5,622 | ||||||
Exercise of stock options and restricted stock awards, net of statutory tax withholding (in shares) | 1,656,424 | |||||||
Exercise of stock options and restricted stock awards, net of statutory tax withholding | 403 | 403 | ||||||
Receivable for warrant exercises collected | 459 | 459 | ||||||
Exercise of warrants (in shares) | 27,751,587 | |||||||
Exercise of warrants | 365,080 | $ 1 | 365,464 | (385) | ||||
Shares surrendered upon exercise of warrants (in shares) | (9,943,067) | |||||||
Stock issuance costs and redemption payments | 0 | (22) | 22 | |||||
Purchase of capped call option | (96,788) | (96,788) | ||||||
Recognition of Magna warrants | 89,477 | 89,477 | ||||||
Net loss | (471,341) | (471,341) | ||||||
Ending Balance (in shares) at Dec. 31, 2021 | 164,377,306 | 132,354,128 | ||||||
Ending Balance at Dec. 31, 2021 | 800,042 | $ 2 | $ 1 | 1,419,284 | 0 | 0 | (619,245) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock-based compensation | $ 19,602 | 19,602 | ||||||
Exercise of stock options and restricted stock awards, net of statutory tax withholding (in shares) | 213,048 | 704,565 | ||||||
Exercise of stock options and restricted stock awards, net of statutory tax withholding | $ 592 | 592 | ||||||
Recognition of Magna warrants | 20,778 | 20,778 | ||||||
Shares issued under "At-the-market" offering, net of stock issuance costs (in shares) | 22,517,941 | |||||||
Shares issued under “At-the-market” offering, net of stock issuance costs | 186,987 | 189,940 | (2,953) | |||||
Net loss | (547,496) | (547,496) | ||||||
Ending Balance (in shares) at Dec. 31, 2022 | 187,599,812 | 132,354,128 | ||||||
Ending Balance at Dec. 31, 2022 | 480,505 | $ 2 | $ 1 | 1,650,196 | 0 | (2,953) | (1,166,741) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock-based compensation | $ 8,176 | 8,176 | ||||||
Exercise of stock options and restricted stock awards, net of statutory tax withholding (in shares) | 60,340 | 1,707,065 | ||||||
Exercise of stock options and restricted stock awards, net of statutory tax withholding | $ 89 | 89 | ||||||
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 Senior Notes (in shares) | 106,129,828 | |||||||
Conversion of 2025 Senior Notes | 213,438 | $ 1 | 213,437 | |||||
Net loss | (939,947) | (939,947) | ||||||
Ending Balance (in shares) at Dec. 31, 2023 | 316,589,859 | 132,354,128 | ||||||
Ending Balance at Dec. 31, 2023 | $ (98,082) | $ 3 | $ 1 | $ 2,008,602 | $ 0 | $ 0 | $ (2,106,688) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | |||
Net loss | $ (939,947,000) | $ (547,496,000) | $ (471,341,000) |
Reconciliation of net loss to net cash used in operating activities: | |||
Stock-based compensation | 8,176,000 | 19,602,000 | 5,622,000 |
Amortization of debt discount | 1,734,000 | 1,474,000 | 373,000 |
Allowance for note receivable | 8,357,000 | 0 | 0 |
Depreciation and amortization | 88,878,000 | 7,285,000 | 699,000 |
Amortization of right-of-use asset | 10,235,000 | 4,463,000 | 2,576,000 |
Inventory write down | 233,929,000 | 0 | 0 |
Change in fair value measurements | 327,823,000 | 0 | 0 |
Change in fair value of warrants liability | 0 | 0 | 138,436,000 |
Unrealized loss recognized on equity securities | 1,791,000 | 6,860,000 | 0 |
Unrealized (gain) loss on foreign currency transactions | 5,947,000 | 3,975,000 | (1,469,000) |
Changes in operating assets and liabilities: | |||
Inventory | (636,156,000) | 0 | 0 |
Accounts receivable | (17,528,000) | 0 | 0 |
Deferred revenue | 45,555,000 | 0 | 0 |
Prepaid expenses and other assets | (33,442,000) | (53,194,000) | (43,797,000) |
Accounts payable and accrued expenses | 205,471,000 | 99,578,000 | 66,253,000 |
Customer deposits | 26,677,000 | 9,034,000 | 2,773,000 |
Change in operating lease liability | (6,431,000) | (4,118,000) | (1,395,000) |
Net cash used in operating activities | (668,931,000) | (452,537,000) | (301,270,000) |
Cash Flows from Investing Activities: | |||
Acquisition of equity investment | 0 | (10,000,000) | 0 |
Funding of notes receivable | (8,357,000) | 0 | 0 |
Purchase of property and equipment and intangible asset | (227,587,000) | (190,989,000) | (134,386,000) |
Net cash used in investing activities | (235,944,000) | (200,989,000) | (134,386,000) |
Cash Flows from Financing Activities: | |||
Proceeds from issuance of convertible notes | 450,000,000 | 0 | 667,500,000 |
Payments for debt issuance costs | 25,000 | 0 | (209,000) |
Payments made for capped call options | 0 | 0 | (96,788,000) |
Payments made to initial purchasers for convertible notes | 0 | 0 | (8,314,000) |
Proceeds from exercise of warrants | 0 | 0 | 89,023,000 |
Payments for stock issuance costs and redemption of unexercised warrants | 0 | 0 | (22,000) |
Payments of finance lease obligations | (18,303,000) | 0 | 0 |
Payments to tax authorities for statutory withholding taxes | (63,000) | (1,562,000) | (9,869,000) |
Proceeds from the exercise of stock options | (26,000) | 2,154,000 | 5,616,000 |
Proceeds from stock issuance under “At-the-market” offering | 135,928,000 | 190,492,000 | 0 |
Payments for “At-the-market” issuance costs | (1,867,000) | (3,448,000) | 0 |
Net cash provided by financing activities | 565,694,000 | 187,636,000 | 646,937,000 |
Effect of exchange rate changes on cash | (1,469,000) | 0 | 0 |
Net increase (decrease) in cash and cash equivalents, and restricted cash | (340,650,000) | (465,890,000) | 211,281,000 |
Cash and cash equivalents, and restricted cash, beginning of the period | 736,549,000 | 1,202,439,000 | 991,158,000 |
Cash and cash equivalents and restricted cash, end of the period | 395,899,000 | 736,549,000 | 1,202,439,000 |
Cash and cash equivalents, beginning of period | 736,549,000 | 1,202,439,000 | 991,158,000 |
Restricted cash, beginning of period | 0 | 0 | 0 |
Cash and cash equivalents | 325,452,000 | 736,549,000 | 1,202,439,000 |
Restricted cash | 70,447,000 | 0 | 0 |
Supplemental disclosure of cash flow information | |||
Cash paid for interest | 16,688,000 | 17,985,000 | 0 |
Cash paid for income taxes | $ 338,000 | $ 46,000 | $ 0 |
Overview of the Company
Overview of the Company | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Overview of the Company | Overview of the Company Fisker Inc. (“Fisker” or the “Company”) is an independent automotive company known for its design, innovation and sustainability of electric vehicles (“EV”). 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. (“Spartan”) for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses. Spartan completed its IPO in August 2018. On October 29, 2020, Spartan’s wholly-owned subsidiary merged with and into Fisker Holdings Inc., a Delaware corporation (“Legacy Fisker”), with Legacy Fisker surviving the merger as a wholly-owned subsidiary of Spartan (the “Business Combination”). In connection with the Business Combination, Spartan changed its name to Fisker Inc. The Company’s common stock was listed on the New York Stock Exchange under the symbols “FSR”. The Company’s warrants previously traded on the NYSE under the symbol “FSR WS” and on April 19, 2021, the NYSE filed a Form 25-NSE with respect to the warrants; the formal delisting of the warrants became effective ten days thereafter. On March 25, 2024 trading in the Company's Class A common stock on the NYSE was suspended and the Class A common stock was delisted from the NYSE. The Company's Class A common stock is currently quoted on the OTC Pink platform as operated by OTC Markets Group Inc. (the “OTC”). The OTC is a significantly more limited market than the NYSE, and quotation on the OTC will result in a less liquid market for existing and potential holders of the Class A Common Stock to trade the Class A Common Stock. Throughout the notes to the consolidated financial statements, unless otherwise noted, the “Company,” “we,” “us” or “our” and similar terms refer to Legacy Fisker and its subsidiaries prior to the consummation of the Business Combination, and Fisker and its subsidiaries after the consummation of the Business Combination. Basis of Presentation The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain prior period amounts in the consolidated financial statements and accompanying notes have been reclassified to conform to the current period's presentation. For all periods presented, net loss equals comprehensive loss. Principles of Consolidation The consolidated financial statements include the accounts of Fisker Inc. and its wholly owned subsidiaries. All inter-company transactions and balances have been eliminated in consolidation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
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. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Cash and cash equivalents The fair value of the Company’s money market mutual funds are determined using quoted market prices in active markets for identical assets. The carrying amounts included in Cash and cash equivalents approximate fair value because of the short-term maturity of these instruments and are classified within Level 1 of the fair value hierarchy. Equity Investment On July 28, 2021, the Company made a commitment for a private investment in public equity (PIPE) supporting the planned merger of European EV charging network, Allego B.V. (“Allego”) with Spartan Acquisition Corp. III (NYSE: SPAQ), a publicly-listed special purpose acquisition company. Fisker Inc. was the exclusive electric vehicle automaker in the PIPE and, in parallel, agreed to terms to deliver a range of charging options for its customers in Europe. On March 16, 2022, the merger closed and the Company delivered cash of $10.0 million in exchange for 1,000,000 shares of Allego's Class A common stock (NYSE:ALLG). The Company's ownership percentage is less than 5% and does not result in significant influence. Allego filed with the SEC a registration statement registering the resale of the shares acquired (the “Registration Statement”) that was declared effective by the SEC during the second quarter of 2022. The Company has classified its equity investment in Allego as of December 31, 2023 as a Other non-current asset on the Consolidated Balance Sheets. Unrealized losses recognized during the years ended December 31, 2023 and 2022 on equity securities held total ed $1.8 million and $6.9 million , respectively, as shown separately in the Consolidated Statement of Operations. 2026 Senior Unsecured Convertible Notes The Company's 2026 senior unsecured convertible notes (the “2026 Notes”) are carried at face value less unamortized debt issuance costs on the Consolidated Balance Sheets. As of December 31, 2023, the fair value of the 2026 Notes was $142.2 million. The estimated fair value of the 2026 Notes are classified as Level 2 financial instruments and are determined based on bid prices of the convertible senior notes in an over-the-counter market on the last business day of the period. 2025 Senior Secured Convertible Notes 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 Stock underlying the conversion and redemption features. The 2025 convertible notes are valued using an embedded lattice technique with a Monte Carlo simulation for the embedded derivative, which represent Level 3 measurements. Significant assumptions include the expected premium for conversion, and the expected life of the instrument. The 2025 convertible senior notes are presented at fair value in the Consolidated Balance Sheet, with changes in fair value recognized in Change in Fair Value measurements in the Consolidated Statements of Operations. Magna Warrants Upon closing the Business Combination on October 29, 2020, the Company recognized a $62.7 million liability for its private and public warrants and a corresponding non-cash reduction of additional paid-in capital for the same amount. The Company’s derivative liability for its private and public warrants are measured at fair value on a recurring basis. The private warrants fair value is determined based on significant inputs not observable in the market, which causes it to be classified as a Level 3 measurement within the fair value hierarchy. The valuation of the private warrants uses assumptions and estimates the Company believes would be made by a market participant in making the same valuation. The Company assesses these assumptions and estimates on an on-going basis as additional data impacting the assumptions and estimates are obtained. The Company uses an option pricing simulation to estimate the fair value of its private warrants, all of which were exercised in March 2021. The public warrants fair value is determined using its publicly traded prices (Level 1). During 2021, the Company completed its redemption of all outstanding pu blic warrants (refer to Note 14). C hanges in the fair value of the derivative liability related to updated assumptions and estimates are recognized within the Consolidated Statements of Operations as a non-operating expense. For the year ended December 31, 2021, the changes in the fair value of the derivative liability resulted from changes in the fair values of the underlying Class A common shares and its associated volatility upon exercise in March and April 2021. The change in fair value of derivatives amounted to a non-cash loss of $138.4 million attributed to public and private warrants during the year ended December 31, 2021. Recurring 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): December 31, 2023 Level 1 Level 2 Level 3 Total Assets included in: Money market mutual funds included in cash and cash equivalents $ 192,921 $ — $ — $ 192,921 Equity investment 1,350 — — 1,350 Total fair value $ 194,271 $ — $ — $ 194,271 Liabilities included in: 2025 senior secured convertible notes $ — $ — $ 564,386 $ 564,386 Total fair value $ — $ — $ 564,386 $ 564,386 December 31, 2022 Level 1 Level 2 Level 3 Total Assets included in: Money market mutual 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 following table summarizes financial instruments carried at fair value for the year ended December 31, 2023 (in thousands): 2025 Notes, at fair value Fair value - December 31, 2022 $ — Initial recognition of 2025 Notes 450,000 Conversion of 2025 Notes to Class A Common Stock (213,437) Fair value measurement adjustments 327,823 Fair value - December 31, 2023 $ 564,386 |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventory consists of the following as of December 31, 2023 and 2022 (in thousands): As of December 31, 2023 2022 Raw materials $ 183,754 $ 698 Work in progress 2,825 — Finished goods 219,926 3,578 Total $ 406,505 $ 4,276 Inventory is comprised of raw materials, work in progress related to the production of vehicles for sale and finished goods inventory including new vehicles available for sale. Expenditures related to services performed subsequent to the start of production of salable vehicles in the second quarter of 2023 are expensed when sold in Cost of goods sold in the Consolidated Statements of Operations. |
Prepaid expenses and other curr
Prepaid expenses and other current assets | 12 Months Ended |
Dec. 31, 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 consists of the following as of December 31, 2023 and 2022 (in thousands): As of December 31, 2023 2022 Advance payments to suppliers $ 34,845 $ 46,107 Value-added tax receivables 64,066 27,928 Prepaid insurance 2,784 2,951 Prepaid rent 332 4,999 Other current assets 1,705 5,504 Total $ 103,732 $ 87,489 |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and equipment, net, consists of the following as of December 31, 2023 and 2022 (in thousands): As of December 31, 2023 2022 Tooling $ 483,685 $ — Machinery and equipment 95,974 9,298 Vehicles 27,442 — Furniture and fixtures 844 470 IT hardware and software 12,905 6,427 Leasehold improvements 2,477 634 Construction in progress 6,760 372,789 Total property and equipment 630,087 389,618 Less: Accumulated depreciation and amortization (59,180) (2,481) Property and equipment, net $ 570,907 $ 387,137 Construction in progress is comprised primarily of costs incurred to construct serial production tooling located at affiliates of Magna and our suppliers. Such assets will be depreciated over the estimated useful lives of the assets once the asset is in the condition necessary for it to operate as intended. Property and equipment is primarily located in Europe. Depreciation and amortization for the years ended December 31, 2023, 2022, and 2021 was $56.7 million, $1.9 million and $0.8 million, respectively. As of December 31, 2023 and 2022, accounts payable and accrued liabilities includes property and equipment of $161.5 million and $144.8 million, respectively, which is excluded from net cash used in investing activities as reported in the Consolidated Statement of Cash Flows. Total depreciation expense capitalized to inventory for the years ended December 31, 2023 and 2022 was $43.8 million and nil, respectively. In 2023, the Company recognized an asset retirement obligation (“ARO”) totaling $0.5 million, which 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 cost of the tooling asset above and depreciated over its useful life. The amounts in the table above as of December 31, 2022 have been updated to correct a disclosure classification error between fixed asset categories such that Machinery and equipment was overstated and Construction in progress was understated by $33.0 million. The Company determined the error was not material to its previously issued financial statements as it did not affect the Company's financial position as of December 31, 2022 or its results from operations and cash flows for the year ended December 31, 2022. |
Intangible asset
Intangible asset | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible asset | Intangible asset The Company has the following intangible assets (in thousands): As of December 31, 2023 Amortization Period Gross Accumulated Net Capitalized manufacturing costs 8 years $ 258,304 $ (37,561) $ 220,743 $ 258,304 $ (37,561) $ 220,743 As of December 31, 2022 Amortization Gross Carrying Accumulated Net Capitalized manufacturing costs 8 years $ 252,304 $ (5,257) $ 247,047 $ 252,304 $ (5,257) $ 247,047 The amount of capitalized manufacturing costs includes platform licensing costs paid to Magna and the value of warrants granted to Magna related to the commercialization of the Fisker Ocean. S ee Note 14 for ad ditional information on the Magna warrants. The Company amortizes these capitalized costs over the expected life of the current contractual arrangements, which began upon initial production in the fourth quarter of 2022. Amortization expense of capitalized manufacturing costs for the years ended December 31, 2023 and 2022 was $32.3 million and $5.3 million, respectively, and was considered in the valuation of our finished goods inventory. The Company will continually assess the reasonableness of the estimated life and consider the extent to which the Company enters into new arrangements that extend the estimated useful life. Estimated aggregate amortization expense for future years is as follows (in thousands): Amount 2024 $ 32,304 2025 32,304 2026 32,304 2027 32,304 2028 32,304 Thereafter 59,223 $ 220,743 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases The Company has entered into various operating and finance lease agreements for office space, manufacturing and warehouse facilities, retail and customer services locations, equipment, and vehicles. The Company determines whether a contractual arrangement is or contains a lease, including embedded leases, at inception and records 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 2023 and 2022, the Company recorded non-cash lease right-of-use assets of $87.3 million and $33.4 million and non-cash lease liabilities of $80.8 million and $35.0 million, respectively, on its Consolidated Balance Sheet. The tables below present information regarding the Company’s lease assets and liabilities (in thousands): As of December 31, As of December 31, 2023 2022 Assets: Operating lease right-of-use assets 87,309 33,424 Liabilities: Operating Lease—Current 15,049 7,085 Operating Lease—Long term 65,723 27,884 The components of lease related expense are as follows (in thousands): Year Ended December 31, Year Ended December 31, 2023 2022 Lease costs: Operating lease expense $ 16,421 $ 5,690 Variable lease expense 2,279 962 Total lease costs $ 18,700 $ 6,652 Other information related to operating leases is as follows (in thousands): Year Ended December 31, Year Ended December 31, 2023 2022 Weighted average remaining lease term (in years) 5.6 4.9 Weighted average discount rate 9.60 % 5.66 % The components of supplemental cash flow information related to leases are as follows (in thousands): Year Ended December 31, Year Ended December 31, 2023 2022 Cash flow information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used by operating leases $ 15,088 $ 4,348 Non-cash activity: ROU asset obtained in exchange for operating lease obligations $ 65,151 $ 19,076 As of December 31, 2023, future minimum payments of our operating lease liabilities during the next five years and thereafter are as follows (in thousands): Fiscal year Operating Leases 2024 $ 22,147 2025 21,355 2026 20,440 2027 12,064 2028 9,516 Thereafter 17,789 Total 103,311 Less: Present value discount (22,539) Total lease liability $ 80,772 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 and 2022 the Company recorded gross embedded finance lease right-of-use assets of $21.2 million and $4.3 million, respectively, on its consolidated balance sheet related to certain equipment and tooling that is controlled and used by the Company for vehicle manufacturing. The Company paid for a majority of the costs during 2022 with a remaining liability of $2.9 million as of December 31, 2023 to be paid in 2024 which is recorded to Accrued expenses and other in the Consolidated Balance Sheets. Amortization of embedded finance lease right-of-use assets is recognized over a lease term of approximately 8 to 15 years and totaled $1.7 million and $0.1 million for the years ended December 31, 2023 and 2022. As of December 31, 2023 and 2022, the embedded finance lease right-of-use assets net of depreciation, totaled $19.4 million and $4.5 million and are included in Other non-current assets within the Consolidated Balance Sheets. |
Other non-current assets
Other non-current assets | 12 Months Ended |
Dec. 31, 2023 | |
Other Assets, Noncurrent [Abstract] | |
Other non-current assets | Other non-current assets Non-current assets consists of the following as of December 31, 2023 and 2022 (in thousands): As of December 31, 2023 2022 Lease deposits $ 5,267 $ 3,079 Finance leases - right of use assets 19,375 4,481 Other 3,932 8,929 Total $ 28,574 $ 16,489 |
Accrued expenses and other
Accrued expenses and other | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued expenses and other | Accrued expenses and other A summary of the components of accrued expenses and other is as follows (in thousands): As of December 31, 2023 2022 Vendor liabilities $ 321,579 $ 251,291 Indirect taxes payable 23,373 — Warranty reserve 7,054 — Interest payable 4,867 4,867 Payroll and related costs 5,507 1,627 Professional fees 1,976 1,145 Other current liabilities 335 1,135 Total accrued expenses and other $ 364,691 $ 260,065 |
Other non-current liabilities
Other non-current liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Other non-current liabilities | Other non-current liabilities Other non-current liabilities consists of the following as of December 31, 2023 and 2022 (in thousands): As of December 31, 2023 2022 Reservations from customers $ — $ 15,334 Asset retirement obligation 516 — Total other non-current liabilities $ 516 $ 15,334 Asset Retirement Obligation The a sset retirement obligation ( “ ARO ” ) represents the fair value of costs to remove tooling at the Magna facility at the end of the contractual arrangement with Magna. The balance of the ARO will increase over time until the costs to remove the assets are incurred. The increase in the ARO is attributable to an accretion expense recorded in Selling, general and administrative expenses in the Consolidated Statement of Operations, which was not material in 2023. |
Convertible Senior Notes
Convertible Senior Notes | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes | Convertible Senior Notes The Company has existing debt agreements with third parties, which consist of the following (in thousands): As of December 31, 2023 2022 Convertible Senior Notes Current liabilities 2025 Notes - secured, carried at fair value $ 291,715 $ — Net carrying amount $ 291,715 $ — Non-current liabilities: 2025 Notes - secured, carried at fair value 272,671 — 2026 Notes - unsecured, carried at unamortized cost 662,557 660,822 Net carrying amount $ 935,228 $ 660,822 2026 Senior Unsecured Convertible Notes In August 2021, the Company 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 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. (refer to subsequent events, other in Note 20). The 2026 Notes are unsecured obligations which bear regular interest at 2.50% annually and will be payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2022. The 2026 Notes will mature on September 15, 2026, unless repurchased, redeemed, or converted in accordance with their terms prior to such date. The 2026 Notes are convertible into cash, shares of our Class A common stock, or a combination of cash and shares of our Class A common stock, at the Company's 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. The Company 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 the Company calls the 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. The Company 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. The 2026 Notes consisted of the following (in thousands): As of December 31, 2023 2022 Convertible Senior 2026 Notes Principal $ 667,500 $ 667,500 Unamortized debt issuance costs (4,943) (6,678) Net carrying amount $ 662,557 $ 660,822 Interest expense related to the amortization of debt issuance costs was $1.7 million and $1.5 million for year ended December 31, 2023 and 2022. Contractual interest expense was $16.8 million and $16.7 million for the years ended December 31, 2023 and 2022. As of December 31, 2023, the if-converted value of the 2026 Notes did not exceed the principal amount. The 2026 Notes were not eligible for conversion as of December 31, 2023 (see Note 20, Subsequent Events). No sinking fund is provided for the 2026 Notes, which means that the Company is not required to redeem or retire them periodically. Capped Call Transactions In connection with the offering of the 2026 Notes, the Company entered into the 2026 Capped Call Transactions with certain counterparties at a net cost of $96.8 million. The 2026 Capped Call Transactions are purchased capped call options on 33.9 million shares of Class A common stock, that, if exercised, can be net share settled, net cash settled, or settled in a combination of cash or shares consistent with the settlement elections made with respect to the 2026 Notes if converted. The cap price is initially $32.57 per share of the Company's Class A common stock and subject to certain adjustments under the terms of the 2026 Capped Call Transactions. The exercise price is $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 the Company is 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. 2025 Senior Secured Convertible Notes 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, $340.0 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 12% resulting in gross proceeds to the Company of $300.0 million. Total transaction costs incurred by the Company totaled $4.9 million and are included in Selling, general and administrative expenses in the Consolidated Statements of Operations. 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”). The Series A-1 Notes and the Series B-1 Notes (collectively, the “2025 Notes”) are convertible into common stock at any time, in whole or in part, at the Investor’s option at an initial conversion price of $7.80 with respect to the Series A-1 Notes and $7.60 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 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 $340.0 million at the end of each quarter. The 2025 Notes are repayable in nine equal installments on each three-month anniversary beginning July 11, 2023, with respect to the Series A-1 Notes and September 29, 2023 with 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 (see Note 20, Subsequent Events), priced at the lower of (i) the conversion price in effect of (ii) 93% of the 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. 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. The Company elected the fair value option to account for the 2025 Notes and the call option, which will subsequently be remeasured to their respective fair values at the end of each reporting period. The fair value of the derivative liability was zero as of December 31, 2023. Amendment No. 1 to the Original Purchase Agreement 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 12% resulting in gross proceeds to the Company of $150.0 million. 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 resulted in no gain or loss recorded in the Consolidated Statements of Operations. Pledge Agreement On November 22, 2023 the Company entered into a Pledge Agreement (the “Pledge Agreement”) pursuant to which the 2025 Notes will be secured by a first priority security interest in all of the existing and future assets of the Company and certain of its subsidiaries, including a pledge of all of the share capital of certain subsidiaries of the Company. Amendment and Waiver Agreement On November 22, 2023, the Company entered into an amendment and waiver agreement (the “Waiver”) with the Investor. Pursuant to the Waiver, the Investor 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. The Investor also agreed to reduce the amount of cash required under the Financial Test to $250.0 million from $340.0 million. The Company assessed the amendment under the modification guidance and it had no impact. Refer to Note 20, Subsequent events, for further discussion on covenant waivers. Amended and Restated Security and Pledge Agreement On December 28, 2023, the Company entered into an Amended and Restated Security and Pledge Agreement (the “Amended Pledge Agreement”), pursuant to which the entirety of the original Pledge Agreement was amended and restated to define the scope of the security interest in all of the existing and future assets of the Company and certain of its subsidiaries. An accompanying guaranty agreement (the “Guaranty”) guaranteed the Company’s outstanding obligations in respect of the Notes. A reconciliation of the beginning and ending balances for the 2025 Notes, which are measured at fair value is as follows for the year ended December 31, 2023 (in thousands): 2025 Notes, at fair value Fair value - December 31, 2022 $ — Initial recognition of 2025 Notes 450,000 Conversion of 2025 Notes to Class A Common Stock (213,437) Fair value measurement adjustments 327,823 Fair value - December 31, 2023 $ 564,386 Conversion of 2025 Notes Between July 11, 2023 and December 29, 2023, the Investor converted $145.5 million aggregate principal of the outstanding 2025 Notes issued by the Company at a conversion price of $1.17 to $5.57 per share into 106,129,828 shares of Class A Common Stock. Conversions of the 2025 Notes to Additional paid-in capital for the year ended December 31, 2023 totaled $213.4 million, which represents the conversion at fair value. Schedule of Principal Maturities of Convertible Senior Notes The future scheduled principal maturities of convertible senior notes as of December 31, 2023 are as follows (in thousands): Year Ended December 31, 2023 2024 312,833 2025 51,667 2026 667,500 $ 1,032,000 |
Stockholders' equity
Stockholders' equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Stockholders' equity | Stockholders’ equity Common Stock On October 29, 2020, the Company’s common stock and warrants began trading on the New York Stock Exchange under the symbol “FSR” and “FSR WS” respectively. Pursuant to the terms of the Amended and Restated Certificate of Incorporation, the Company is authorized and has available for issuance the following shares and classes of capital stock, each with a par value of $0.00001 per share: (i) 750,000,000 shares of Class A Common Stock; (ii) 150,000,000 shares of Class B Common Stock; (iii) 15,000,000 shares of preferred stock. Immediately following the Business Combination, there were 144,750,524 shares of Class A Common Stock with a par value of $0.00001, 132,354,128 shares of Class B Common Stock, and 47,074,454 warrants outstanding. The Company has adjusted the shares issued and outstanding prior to October 29, 2020 to give effect to the exchange ratio established in the Business Combination Agreement. Class A Common Stock Holders of Class A Common Stock are entitled to one vote per share on matters to be voted upon by stockholders. Holders of Class A Common Stock have no preemptive rights to subscribe for or to purchase any additional shares of Class A Common Stock or other obligations convertible into shares of Class A Common Stock which the Company may issue in the future. All of the outstanding shares of Class A Common Stock are fully paid and non-assessable. Holders of Class A Common Stock are not liable for further calls or assessments. Class B Common Stock Holders of Class B Common Stock are entitled to ten votes per share on matters to be voted upon by stockholders. Preferred Stock As of December 31, 2023 and 2022, the Company is authorized to issue 15,000,000 shares of Preferred Stock with a par value of $0.00001, of which no shares are issued and outstanding. Common Stock Outstanding |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Warrants [Abstract] | |
Warrants | Warrants Magna Warrants On October 29, 2020, the Company granted Magna International, Inc. (“Magna”) up to 19,474,454 warrants, each with an exercise price of $0.01, to acquire underlying Class A common shares of Fisker Inc., which represents approximately 6% ownership in Fisker Inc. on a fully diluted basis as of the grant date. The right to exercise vested warrants expires on October 29, 2030. The warrants are accounted for as an award issued to non-employees measured on October 29, 2020 and three interrelated performance conditions that are separately evaluated for achievement: Milestone Percentage of Number of (a) (i) Achievement of the “preliminary production specification” gateway as set forth in the Development Agreement; (ii) entering into the Platform Agreement; and (iii) entering into the Initial Manufacturing Agreement 33.3 % 6,484,993 (b) (i) Achievement of the “target agreement” gateway as set forth in the Development Agreement and (ii) entering into the Detailed Manufacturing Agreement, which will contain terms and conditions agreed to in the Initial Manufacturing Agreement 33.3 % 6,484,993 (c) Start of pre-serial production 33.4 % 6,504,468 19,474,454 The cost upon a chievement of each milestone is recognized when it is probable that a milestone will be met. The cost for awards to Magna is recognized in the same period and in the same manner as if the Company had paid cash for the goods or services. At December 31, 2022, Magna satisfied the first and second milestones and the Company capitalized costs as an intangible asset representing the future economic benefit to Fisker Inc. As of December 31, 2022, the Company determined the third milestone is probable of achievement and capitalized a portion of the award's fair value corresponding to the service period beginning at the grant date and ended in the first quarter of 2023. For the year ended December 31, 2023, the Company capitalized costs totaling $6.0 million (a non-cash transaction) associated with achievement of the third milestone . The Company will continually assess the reasonableness of the estimated life and consider the extent to which the Company enters arrangements that extend the estimated useful life. The Company will also assess the intangible asset for impairment. If an indicator of impairment exists, the undiscounted cash flows will be estimated and then if the carrying amount of the intangible asset is not recoverable, determine its fair value and, to the extent the fair value is less than the intangible asset's carrying value, the Company will record an impairment loss. At December 31, 2023, no indicator of impairment existed. 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 is met. Magna has 19,474,454 vested and exercisable warrants to acquire underlying Class A common stock of Fisker as of December 31, 2023 , none of which are exercised. Fair value Capitalized at December 31, 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, the Company entered into an at-the-market distribution agreement, dated May 24, 2022 with J.P. Morgan Securities LLC and Cowen and Company, LLC as the sales agents (the “ Distribution Agreement ” ), pursuant to which the Company established an at-the-market equity program (the “ATM Program”). Pursuant to the ATM Program, Fisker may, at its discretion and from time to time during the term of the Distribution Agreement, sell, through the Agents, shares of its Class A Common Stock as would result in aggregate gross proceeds to the Company of up to $350.0 million by any method permitted by law deemed to be an “at-the-market offering” as defined in Rule 415 of the Securities Act of 1933, as amended, including without limitation sales made directly on the New York Stock Exchange, on any other existing trading market for the Class A Common Stock or to or through a market maker. In addition, the sales agents may also sell the shares of Class A Common Stock by any other method permitted by law, including, but not limited to, negotiated transactions. The Class A Common Stock sold under the ATM Program is registered with the SEC under the Company's effective shelf registration statement that permits the Company to issue various securities for proceeds of up to $2.0 billion. The Company issu ed 21,153,154 shares o f Class A common stock during the year ended December 31, 2023 for gross proceed s of $133.7 million , be fore $2.0 million of commissions and other direct incremental issuance costs. Effective July 12, 2023, the Company terminated the Distribution Agreement. As a result, the Company will not offer or sell any more shares under the ATM Program. |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Loss Per Share Founders Convertible Preferred Stock are participating securities as the Founders Convertible Preferred Stock participates in undistributed earnings on an as-if-converted basis. The Company computes earnings (loss) per share of Class A Common Stock and Class B Common Stock using the two-class method required for participating securities. Basic and diluted earnings per share was the same for each period presented as the inclusion of all potential Class A Common Stock and Class B Common Stock outstanding would have been anti-dilutive. Basic and diluted earnings per share are the same for each class of common stock because they are entitled to the same liquidation and dividend rights. The following table sets forth the computation of basic and diluted loss per Class A Common Stock and Class B Common Stock: Year Ended December 31, 2023 2022 2021 Numerator: Net loss $ (939,947) $ (547,496) $ (471,341) Denominator: Weighted average Class A common shares outstanding 211,624,861 171,011,940 159,650,008 Weighted average Class B common shares outstanding 132,354,128 132,354,128 132,354,128 Weighted average Class A and Class B common shares outstanding- Basic 343,978,989 303,366,068 292,004,136 Net loss per share attributable to Class A and Class B Common shareholders- Basic and Diluted $ (2.73) $ (1.80) $ (1.61) The following table presents the potential common shares outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive: Year Ended December 31, 2023 2022 2021 Convertible senior notes 359,338,274 33,891,845 33,891,845 Stock options and warrants 36,714,669 37,155,050 30,665,546 Total 396,052,943 71,046,895 64,557,391 |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Based Compensation | Stock Based Compensation Upon completion of the Business Combination, the 2016 Stock Plan was renamed the 2020 Equity Incentive Plan (the “Plan”). All outstanding awards under the 2016 Stock Plan are modified to adopt the terms under the 2020 Equity Incentive Plan. The modifications are administrative in nature and have no effect on the valuation inputs, vesting conditions or equity classification of any of the outstanding original awards immediately before and after the close of the Business Combination. The Plan is a stock-based compensation plan which provides for the grants of options and restricted stock to employees and consultants of the Company. Options granted under the Plan may be either incentive options (“ISO”) or non-qualified stock options (“NSO”). The Plan added 24,097,751 shares of Class A Common Stock on October 29, 2020 to increase the maximum aggregate number of shares that may be issued under the Plan to approximately 48 million shares (subject to adjustments upon changes in capitalization, merger or certain other transactions). Also, upon completion of the Business Combination, the Company established a 2020 Employee Stock Purchase Plan (the “ESPP”) under which up to 3,213,034 Class A Common Stock may be issued. As of December 31, 2023 , no sha res have been issued under the ESPP. Stock-based compensation expense was classified in the Consolidated Statements of Operations as follows (in thousands): Year Ended December 31, 2023 2022 2021 Selling, general and administrative $ 3,277 $ 6,861 $ 1,135 Research and development 3,974 12,741 4,487 Cost of goods sold 925 — — Total $ 8,176 $ 19,602 $ 5,622 Stock options Options under the Plan may be granted at prices as determined by the Board of Directors, provided, however, that (i) the exercise price of an ISO and NSO shall not be less than 100% of the estimated fair value of the shares on the date of grant, and (ii) the exercise price of an ISO granted to a 15% shareholder shall not be less than 110% of the estimated fair value of the shares on the date of grant. The fair value of the shares is determined by the Board of Directors on the date of grants. Stock options generally have a contractual life of 10 years. Upon exercise, the Company issues new shares. In 2016 and 2017, the Company’s founders were granted an aggregate of 15,882,711 options which are fully vested and are not related to performance. Options granted to other employees and consultants become vested and are exercisable over a range of up to six years from the date of grant. The following table summarizes option activity under the Plan: Options Weighted Weighted Balance as of December 31, 2021 17,695,560 $ 1.44 5.6 Granted 495,700 10.15 Exercised (213,048) 2.13 Forfeited (297,616) 12.09 Balance as of December 31, 2022 17,680,596 $ 1.51 4.7 Granted 7,000 7.05 Exercised (60,340) 0.44 Forfeited (387,041) 11.87 Balance as of December 31, 2023 17,240,215 $ 1.29 3.3 The fair value of each stock option grant under the Plan was estimated on the date of grant using the Black-Scholes option pricing model, with the following range of assumptions: Year Ended December 31, 2023 2022 Expected term (in years) 6.3 6.3 Volatility 74.5% to 75.2% 74.9% to 76.4% Dividend yield 0.0% 0.0% Risk-free interest rate 3.4% to 4.0% 3.7% to 4.3% Common stock price $6.98 to $7.10 $6.95 to $7.99 The Black-Scholes option pricing model requires various highly subjective assumptions that represent management’s best estimates of the fair value of the Company’s common stock, volatility, risk-free interest rates, expected term, and dividend yield. As the Company’s shares have actively traded for a short period of time subsequent to the Business Combination, volatility is based on a benchmark of comparable companies within the automotive and energy storage industries. The expected term represents the weighted-average period that options granted are expected to be outstanding giving consideration to vesting schedules. Since the Company does not have an extended history of actual exercises, the Company has estimated the expected term using a simplified method which calculates the expected term as the average of the time-to-vesting and the contractual life of the awards. The Company has never declared or paid cash dividends and does not plan to pay cash dividends in the foreseeable future; therefore, the Company used an expected dividend yield of zero. The risk-free interest rate is based on U.S. Treasury rates in effect during the expected term of the grant. The expected volatility is based on historical volatility of publicly-traded peer companies. Additional information regarding stock options exercisable as of December 31, 2023 is summarized below: Options Exercisable at December 31, 2023 Range of Exercise Price Number Weighted Weighted $0.06 - $24.48 17,240,215 $ 1.29 3.3 The aggregate intrinsic value represents the total pretax intrinsic value (i.e., the difference between the fair value of the Company’s common stock price and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options. The aggregate intrinsic value of options outstanding as of December 31, 2023 w as $25.8 million. The intrinsic value of options exercisable was $25.8 million as of December 31, 2023. The total intrinsic value of options exercis ed was $0.4 million, $1.8 million, and $26.3 million for the years ended December 31, 2023, 2022, and 2021, respectively. The weighted-average grant date fair value per share for the stock option grants during the years ended December 31, 2023, 2022, and 2021 was $7.05, $10.25 , and $15.96, respectively. As of December 31, 2023, the total unrecognized compensation related to unvested stock option awards granted was $22.2 million, whi ch the Company expects to recognize over a weighted-average period of approxi mately 3.3 years. Restricted stock unit awards The Company granted employees, who rendered services during the years ended December 31, 2021 and December 31, 2020 and were employees of the Company on the respective grant dates, a restricted stock unit (“RSU”) award based in proportion to the service period beginning from the employee’s hire date to the end of the year. The restricted stock unit awards vested on the grant dates occurring in May of 2021 and March of 2022 for the respective preceding years resulted in stock-based compensation exp ense of $1.1 million recognized for the year ended December 31, 2023 and $4.6 million for the year ended December 31, 2022. The Company’s founders declined to receive an award related to performance in 2020 and 2021. In accordance with the Company’s Outside Director Compensation Policy, each outside Board of Directors member received an annual RSU equal to $200,000 granted on the date of the C ompany’s annual shareholders’ meeting which vests in 25% increments at the end of each calendar quarter. Each Outside Director may elect to convert all or a portion of his or her annual Board of Directors retainer, excluding any annual retainer that an Outside Director may receive for serving as Lead Director and any annual retainers for committee service, into RSUs in lieu of the applicable cash retainer payment (“RSU Election”). The number of Class A common shares granted to Outside Directors annually are based on the 30-day average closing trading price of Class A common stock on the day preceding the grant date (“RSU Value”). When an Outside Director exercises his or her RSU Election, the number of Class A common shares equal the amount of cash subject to such RSU Election divided by the applicable RSU Value and are fully vested. The following table summarizes RSU activity under the Plan: RSU Awards Weighted Average Grant Date Fair Value Unvested at December 31, 2021 17,174 $ 13.47 Awarded 494,091 10.25 Vested (498,497) 11.19 Forfeited (1,016) 11.46 Unvested at December 31, 2022 11,752 $ 12.45 Awarded 24,009,880 2.14 Vested (331,873) 7.65 Forfeited (487,519) 4.76 Unvested at December 31, 2023 23,202,240 $ 2.16 Performance-based restricted stock unit awards In the third quarter of 2021, the Company’s compensation committee ratified and approved performance-based restricted stock units (“PRSUs”) to all employees (“Grantee”) the value of which is determined based on the Grantee’s level within the Company (“PRSU Value”). Each PRSU is equal to one underlying share of Class A common stock. Also, PRSUs were awarded to any new employee hired in the fourth quarter of 2021 and during 2022 on a pro-rata basis based on a reduction in time of service. The number of shares subject to a Grantee’s PRSU award equals the Grantee’s PRSU Value divided by the closing price per Class A common share on the service inception date, or if the service inception date is not a trading day, the closing price per Share on the closest trading day immediately prior to the service inception date; in each case rounded down to the nearest whole number. Each PRSU award shall vest as to 50% of the PRSU Value upon the Committee’s determination, in its sole discretion, and certification of the occurrence of the Ocean Start of Production and shall vest as to 50% of the PRSUs upon the first anniversary of the Ocean Start of Production, in each case, subject to (i) the Grantee’s continuous service through the applicable vesting date, (ii) the Grantee’s not committing any action or omission that would constitute Cause for termination through the applicable vesting date, as determined in the sole discretion of the Company, and (iii) the Ocean Start of Production occurring on or before December 31, 2022. The compensation committee has discretion to reduce or eliminate the number of PRSUs that shall vest pursuant to each PRSU award upon the certification of the occurrence of the Ocean Start of Production and/or upon the first anniversary of the Ocean Start of Production, after considering, any factors that it deems relevant, which could include but are not limited to (i) Company performance against key performance indicators, and (ii) departmental performance against goals. The service inception date precedes the grant dates for both performance conditions. The grant date for each of the performance conditions is the date Grantees have a mutual understanding of the key terms and conditions of the PRSU, which will occur when the performance condition is objectively determinable and measurable, and the compensation committee has determined whether it will exercise its discretion to adjust the PRSU award. Recognition of stock-based compensation occurs 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 December 31, 2023, the Company has approved and authorized PRSUs equal to 1,446,943 shares of Class A common stock with a PRSU value of $3.4 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 awards was deemed probable resulting in recognition of cumulative expense of $10.1 million. During the year ended December 31, 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. As of December 31, 2023, ac hievement of the second tranche of the PRSU awards was deemed probable resulting in the recognition of compensation expense of $3.4 million for the year end ing December 31, 2023. However, a grant date has not yet been established for the second tranche because there has not been a mutual understanding of the key terms and conditions with the grantees. Measurement of PRSU compensation expense is based on the closing price on the last day of the quarter multiplied by the outstanding approved and authorized PRSUs. |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxes The Company's income/(loss) before provision for income taxes was subject to taxes in the following jurisdictions for the following periods (in thousands): For the years ended December 31, 2023 2022 2021 United States $ (943,801) $ (549,514) $ (470,603) International 5,153 2,203 (723) Total $ (938,648) $ (547,311) $ (471,326) The Company has increasing foreign operations and pre-tax income from its foreign operations has no material impact on Income tax. Income tax expense attributable to income/(loss) from continuing operations consists of the following (in thousands): For the years ended December 31, 2023 2022 2021 Current Federal $ — $ — $ — State — — — International 1,271 221 15 Total current tax provision $ 1,271 $ 221 $ 15 Deferred Federal $ — $ — $ — State — — — International 28 (36) — Total deferred tax provision $ 28 $ (36) $ — Provision for income taxes $ 1,299 $ 185 $ 15 The effective tax rate of the Company’s (provision) benefit for income taxes differs from the federal statutory rate as follows: Year Ended December 31, 2023 2022 2021 Expected federal income tax benefit 21.0 % 21.0 % 21.0 % State taxes net of federal benefit 2.9 % 4.2 % 3.7 % Tax credits (1.3) % 0.9 % 0.8 % Valuation allowance (14.5) % (25.3) % (20.0) % Fair value of derivatives (7.3) % 0.0% (6.2) % Other (0.9) % (0.8) % 0.7 % Provision for income taxes (0.1) % 0.0% 0.0% Effective January 1, 2022, provisions in the Tax Cuts and Jobs Act of 2017 will require the Company to capitalize and amortize research and development costs rather than deducting the costs as incurred. Unless the effective date is deferred or the law is modified or repealed, we expect an increase to our effective tax rate in future years through increased future cash taxes. Deferred tax assets and liabilities Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carryforwards. The Company records income tax expense for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, the Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. The Company records valuation allowances to reduce its deferred tax assets to the net amount that it believes is more likely than not to be realized. Its assessment considers the recognition of deferred tax assets on a jurisdictional basis. The Company has placed a full valuation allowance against U.S. federal and state deferred tax assets since the recovery of the assets is uncertain. The tax effects of significant items comprising the Company’s deferred taxes are as follows (in thousands): As of December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 255,442 $ 147,789 Tax credits 507 11,461 Lease liability 14,033 6,793 Capitalized research and development costs 111,985 82,084 Other 18,274 7,042 Total deferred tax assets 400,241 255,169 Deferred tax liabilities: ROU asset (16,196) (6,902) Other — — Total deferred tax liabilities (16,196) (6,902) Valuation allowance (384,037) (248,230) Net deferred tax asset $ 8 $ 37 ASC 740 requires that the tax benefit of net operating losses (“NOLs”), temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. Management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits from operating loss carryforwards is currently not likely to be realized and, accordingly, has provided a valuation allowance against its deferred tax assets. The changes in the valuation allowance related to current year operating activity was an increase in the amount of $$135.8 million during the year ended December 31, 2023 (in thousands): Year Ended December 31, (in thousands) 2023 2022 2021 Beginning of the year $ 248,230 $ 108,794 14,562 Increase—income tax benefit 135,807 139,436 94,232 End of the year $ 384,037 $ 248,230 $ 108,794 Net Operating Losses Federal and state laws impose substantial restrictions on the utilization of NOLs and tax credit carryforwards in the event of an ownership change for tax purposes, as defined in Section 382 of the Internal Revenue Code. Depending on the significance of past and future ownership changes, the Company’s ability to realize the potential future benefit of tax losses and tax credits that existed at the time of the ownership change may be significantly reduced. As of December 31, 2023, the Company has approximately $962.0 million and $798.0 million of federal and state NOLs respectively. Federal NOLs generated prior to 2017 begin expiring in the calendar year 2036. Under the new Tax Cuts and Jobs Act, all NOLs incurred after December 31, 2017 are carried forward indefinitely for federal tax purposes. The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) signed in to law on March 27, 2020, provided that NOLs generated in a taxable year beginning in 2018, 2019, or 2020, may now be carried back five years and forward indefinitely. In addition, the 80% taxable income limitation was temporarily removed, allowing NOLs to fully offset net taxable income. California has not conformed to the indefinite carryforward period for NOLs. The NOLs begin expiring in the calendar year 2036 for state purposes. In the ordinary course of its business, the Company incurs costs that, for tax purposes, are determined to be qualified research and development (“R&D”) expenditures within the meaning of IRC §41. The R&D tax credit carryforward as of December 31, 2023 is $0.3 million and $0.4 million for Federal and State, respectively. The R&D tax credit carryforwards begin expiring in the calendar year 2036 for federal purposes. The Company has adjusted the deferred tax assets related to Federal R&D credit carryover to account for any expiring tax credits. Uncertain tax positions The Company recognizes tax benefits from uncertain tax positions only if it believes that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. As the Company expands, it will face increased complexity in determining the appropriate tax jurisdictions for revenue and expense items. The Company’s policy is to adjust these reserves when facts and circumstances change, such as the closing of a tax audit or refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the income tax expense in the period in which such determination is made and could have a material impact on its financial condition and operating results. The income tax expense includes the effects of any accruals that the Company believes are appropriate, as well as the related net interest and penalties. As of December 31, 2023, the Company has total uncertain tax positions of $0.1 million, which is related to R&D tax credits and recorded as a reduction of the deferred tax asset. No interest or penalties have been recorded related to the uncertain tax positions. A reconciliation of the beginning and ending balances of unrecognized tax benefits is as follows (in thousands): Year Ended December 31, 2023 2022 2021 Beginning of the year $ 2,975 $ 968 $ 229 Increase related to current year tax positions — 2,007 871 Increase related to prior year tax positions — — — Decrease for tax positions of prior years (2,875) — (129) Decrease due to expiration of statute of limitations — — (3) End of the year $ 100 $ 2,975 $ 968 It is not expected that there will be a significant change in uncertain tax positions in the next 12 months. The Company is subject to U.S. federal and state income tax and three foreign jurisdictions. In the normal course of business, the Company is subject to examination by tax authorities. There are no tax examinations in progress as of December 31, 2023. The Company’s federal and state tax years for 2017 and forward are subject to examination by taxing authorities. |
Related party transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related party transactions | Related party transactions In July 2019 and in June 2020, the Company entered into bridge note payables with Roderick K. Randall, a member of the Company’s Board of Directors, and The Randall Group Fisker Series C, for which Mr. Randall is the Managing Director, for the principal sum of $100,000 and $220,000, respectively. In addition, Legacy Fisker sold 1,236,610 shares of Series A preferred stock to Mr. Randall and Series Fisker, a separate series of The Randall Group, LLC, for which Mr. Randall is the Series Manager, for $924,984. The bridge notes and Series A preferred stock were converted into 3,402,528 shares of Class A Common Stock at an exchange ratio of 2.7162 upon completion of the Business Combination. The Company also had a consulting agreement with Mr. Randall dated May 1, 2017. In connection with the consulting agreement, he received an option grant to purchase 159,769 shares (post business combination) of our Class A common stock. Also, Mr. Randall received option grants to purchase 67,905 and 13,581 shares (post business combination) of our Class A common stock on June 22, 2020. He also received annual Board of Directors restricted stock unit awards for 25,658 and 24,271 shares of Class A common stock vesting quarterly over twelve months from the date of our annual shareholders’ meetings held on June 6, 2023 and June 7, 2022, respectively. In 2018, Legacy Fisker sold 135,000 shares of Series A preferred stock to the Nadine I. Watt Jameson Family Trust, a trust controlled by Mrs. Watt, a member of the Company’s Board of Directors, and her spouse, G. Andrew Jameson, for $100,980. The Series A preferred stock were converted into 366,690 shares of Class A Common Stock at an exchange ratio of 2.7162 upon completion of the Business Combination. Mrs. Watt received an option grant to purchase 13,581 shares (post business combination) of our Class A common stock on June 22, 2020 and Mr. Jameson received an option grant to purchase 14,939 shares (post business combination) of our Class A common stock on September 21, 2020 in exchange for providing consulting services. Under the Company’s Outside Director Compensation Policy, Mrs. Watt received an annual Board of Directors restricted stock unit award for 36,653 and 24,271 shares of Class A common stock vesting quarterly over twelve months from the date of our annual shareholders’ meetings held on June 6, 2023 and June 7, 2022, respectively. On March 8, 2021, the Company appointed Mitchell Zuklie to its Board of Directors and granted him a restricted stock unit representing 2,711 shares of Class A common stock, which vested on the date of the Company’s annual meeting held on June 8, 2021. 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 years ended December 31, 2023, 2022 and 2021, the Company incurred expenses for legal services rendered by Orrick totaling approxim ately $1.5 million, $9.1 million, and $1.8 million, respectively. Mr. Zuklie also held 54,461 shares of Class A Common Stock at the time of his appointment to the Board of Directors. Under the Compa ny’s Outside Director Compensation Policy, Mr. Zuklie received an annual Board of Directors restricted stock unit award for 40,805 and 24,271 sh |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingencies Legal matters In the normal course of our business, we are named from time to time as a defendant in various legal actions, including arbitration. The Company accrues for matters when losses are probable and can be reasonably estimated. At December 31, 2023 and 2022, the Company's accruals for legal matters were immaterial. For certain matters, it is inherently difficult to determine whether a loss is probable or reasonably possible or to estimate the size or range of the possible loss. While the Company believes that appropriate accruals have been established for losses that are probable and can be reasonably estimated, it is possible that adverse outcomes from such proceedings could exceed the amounts accrued by an amount that could be material to our results of operations or cash flows in any particular reporting period. A putative cla ss action lawsuit is pending against the Company in the United States District Court for the Central District of California that alleges claims under the federal securities laws, including that the Company made false and/or misleading statements and/or omissions concerning operations, prospects, and internal control over financial reporting. The Company is currently unable to estimate any reasonably possible material loss or range of loss that may result from this action. Various other legal actions, claims, and proceedings are pending against the Company, including, but not limited to, matters arising out of alleged product defects; employment-related matters; product warranties; and consumer protection laws. The Company also from time to time receives subpoenas and other inquiries or requests for information from agencies or other representatives of U.S. federal, state, and foreign governments. In November 2021, the Company entered into a long-term supply agreement with a minimum volume commitment with a third party, which provides raw materials. Any purchase order issued under this supply agreement will be non-cancellable. To the extent the Company fails to order the minimum volume defined in the contract at the end of each year, the Company is required to pay the counterparty in the subsequent year an amount equal to the shortfall, if any, multiplied by a fee. Based on the facts and circumstances at this time, the Company believes that the inability to meet the future minimum volume commitments is probable and an accrual for the shortfall amount has been accrued. As of December 31, 2023 the Company recognized as an NRV write down of approximately $25.6 million estimated shortfall within "Cost of Goods Sold" financial statement line item on the Statement of operations as of December 31, 2023 . |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent events | Subsequent events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the Consolidated Financial Statements were issued. Other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the Consolidated Financial Statements. 2025 Notes Conversions Between January 1, 2024 and the date this Annual Report on Form 10-K was filed, the Investor converted portions of the aggregate principal amount of the outstanding 2025 Notes of $181.5 million of principal at a conversion price between $0.01 to $1.23 per share into 1,039,773,708 shares of Class A Common Stock. Second Amendment to the 2025 Notes On January 21, 2024, the Company and the institutional investor that holds the Company’s 2025 Notes entered into a Second Amendment and Waiver Agreement (the “Second Waiver”), pursuant to which, among other things: (i) in connection with one or more future transactions with a strategic automotive partner, the Company has secured a release of all liens previously granted to the Investor on the intellectual property required by any such transactions; (ii) all financial covenants relating to the Company’s cash reserves were waived; and (iii) the Company obtained a waiver of the use by the Investor of any remaining remedies arising from the Company’s previous late filing of its quarterly report on Form 10-Q for the quarter ended September 30, 2023. Amended and Restated Certificate of Incorporation On March 5, 2024, the Company held a Special Meeting of Stockholders at which the stockholders approved an amendment to the Company’s certificate of incorporation to increase the total number of shares of Class A Common Stock that the Company will have the authority to issue from 1,250,000,000 to 2,000,000,000 shares. Cash on hand The Company had cash and cash equivalents of $53.9 million unrestricted and $11.2 million restricted, as of April 16, 2024, reflecting several large payments to suppliers in the first quarter of 2024. Commitment Letter for 2024 Notes On March 18, 2024 the Company entered into a financing commitment with an investor providing for the sale of up to $166.7 million in aggregate principal amount of senior secured convertible notes (the “2024 Notes”). The 2024 Notes will have a 10% original issue discount for gross proceeds of up to $150.0 million. The 2024 Notes will be sold pursuant to a securities purchase agreement (the “SPA”) and issued in four tranches. The first tranche equal to $35.0 million and the remaining three tranches in equal amounts up to the principal amount. All amounts due under the 2024 Notes will be convertible at any time into shares of the Company’s Class A common stock at a conversion price equal to the market price of the Company's Class A common stock as of the SPA closing date or at the market price as of the date of maturity if both elected and less than the original conversion price. The 2024 Notes are subject to full-ratchet anti-dilution protection and standard conversion rate adjustments upon the occurrence of certain events. The 2024 Notes are secured by substantially all of the assets and properties of the Company. The 2024 Notes will mature upon the earlier of (i) three months from the date of issuance of the First Tranche, (ii) the effective date of a registration statement for the primary sale of registered securities by the Company, or (iii) July 31, 2024. Interest will accrue at a rate equal to the 3-month secured overnight financing rate plus 12% per annum, payable at the Maturity Date. A fee to the Investor on the undrawn portion of the aggregate principal will accrue daily until the date of the applicable closing at an interest rate of the 3-month secured overnight financing rate (SOFR) plus 4% per annum, payable at the Maturity Date. The Undrawn Investor Fee with respect to the First Tranche commenced on the date of the Commitment with additional fees based on the timing of the remaining tranches. The 2024 Notes will be subject to various covenants and upon the occurrence of an event of default or a change of control, subject to redemption at the noteholders election. Through the date of this report no amounts have yet been funded for the 2024 Notes. Forbearance Agreements for the 2025 Notes On April 4, 2024, the Company and the investor entered into a Forbearance Agreement pursuant to which it was agreed the investor would not enforce the right to immediate redemption of the 2025 Notes, a right granted to the investor upon the event of delay in payment of interest due under the 2026 Notes. It was further agreed that the investor would not enforce nor exercise any of its other rights or remedies including enforcement or collection actions with respect to any events of default that have occurred or may occur on the 2025 Notes and 2026 Notes through April 21, 2024. Pursuant to the terms of the Forbearance Agreement a total fee of $0.5 million was incurred. On April 21, 2024, the Company and the investor entered into a second forbearance agreement (the “Second Forbearance Agreement”) pursuant to which the investor agreed, to continue to temporarily forbear from enforcing its right to immediate redemption as demanded in an Event of Default Redemption Notice and from exercising any of its other default-related rights and remedies against the Company with respect to the specified defaults, for a period commencing on April 21, 2024 and ending on the earlier of (a) May 1, 2024 and (b) the occurrence of any Forbearance Default (as defined in the Second Forbearance Agreement). Other 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. Under the indenture governing the 2026 Notes, such non-payment is a default and the Company had a 30-day grace period to make the interest payment which now has elapsed, such non-payment constitutes an Event of Default (as such term is defined in the 2026 Notes Indenture) with respect to the 2026 Notes. The non-payment of interest due resulted in a cross default under the indenture governing the 2025 Notes. On March 18, 2024, the holder of the 2025 Notes waived the cross default, but not the ability to continue to exercise the enriched conversion feature that will remain in place until a periodic report is filed within the time allowed by the SEC, excluding any extension permitted pursuant to Rule 12b-25. On March 25, 2024 trading in the Company's Class A common stock on the NYSE was suspended and the Class A common stock commenced delisting proceedings with the NYSE. The Company's Class A common stock is currently quoted on the OTC Pink platform as operated by OTC Markets Group Inc. (the “OTC”). The OTC is a significantly more limited market than the NYSE, and quotation on the OTC will result in a less liquid market for existing and potential holders of the Class A Common Stock to trade the Class A Common Stock. The delisting triggered a requirement to offer to repurchase our unsecured 2026 Notes and caused an event of default under the terms of our 2025 Notes. Accordingly, in the quarter ended March 31, 2024, the 2026 Notes are expected to be classified as a current liability in addition to the 2025 Notes. The Company initiated a process to explore a range of strategic alternatives to maximize shareholder value and have engaged professional advisors. Management can make no assurances that any particular course of action, business arrangement or transaction, or series of transactions, will be pursued, successfully consummated or lead to increased stockholder value. If the strategic process is unsuccessful, our Board may need to approve a liquidation or obtain relief under the US Bankruptcy Code. The Company has hired advisors to explore strategic alternatives including, if needed, filing for bankruptcy protection. As a result of a sustained drop in our stock price in violation of NYSE rules, the NYSE commenced delisting proceedings with the Company on March 25, 2024. As a result step one of our impairment test was triggered which may result in impairment of the Company's property and equipment and intangible assets during our first quarter of 2024. Also, during first quarter 2024 the Company is exiting certain lease property and this may result in an impairment in first quarter of 2024 reporting of our right of use assets. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net loss | $ (939,947) | $ (547,496) | $ (471,341) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 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) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Fisker Inc. and its wholly owned subsidiaries. All inter-company transactions and balances have been eliminated in consolidation. |
Use of Estimates | 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Restricted Cash | Restricted Cash |
Concentrations of Credit Risk and Off-balance Sheet Risk | Concentrations of Credit Risk and Off-balance Sheet Risk |
Revenue from Contracts with Customers | 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 | 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 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 |
Fair Value Measurements and Fair Value Option | 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 | 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 |
Inventory | 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 | 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 | 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 | 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 | 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 | Segments |
Equity Awards | Equity Awards |
Foreign Currency Transactions and Remeasurement | 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 | 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 |
Research and Development Expenses | Research and Development Expenses |
Advertising Expense | Advertising Expense |
Income Taxes | Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the consolidated financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense. 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 |
Commitments and Contingencies | 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 | 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 | 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Deferred Revenue | 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 |
Schedule of Useful Life of Property and Equipment | Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the related assets as follows: Useful Life (in years) Tooling 3-8 Machinery and equipment 5-15 Furniture and fixtures 5-10 IT hardware and software 3-10 Vehicles 3-7 Leasehold improvements Shorter of their estimated life or remaining lease term |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows (in thousands): December 31, 2023 Level 1 Level 2 Level 3 Total Assets included in: Money market mutual funds included in cash and cash equivalents $ 192,921 $ — $ — $ 192,921 Equity investment 1,350 — — 1,350 Total fair value $ 194,271 $ — $ — $ 194,271 Liabilities included in: 2025 senior secured convertible notes $ — $ — $ 564,386 $ 564,386 Total fair value $ — $ — $ 564,386 $ 564,386 December 31, 2022 Level 1 Level 2 Level 3 Total Assets included in: Money market mutual funds included in cash and cash equivalents $ 601,045 $ — $ — $ 601,045 Equity investment 3,140 — — 3,140 Total fair value $ 604,185 $ — $ — $ 604,185 |
Schedule of Financial Instruments Carried at Fair Value | The following table summarizes financial instruments carried at fair value for the year ended December 31, 2023 (in thousands): 2025 Notes, at fair value Fair value - December 31, 2022 $ — Initial recognition of 2025 Notes 450,000 Conversion of 2025 Notes to Class A Common Stock (213,437) Fair value measurement adjustments 327,823 Fair value - December 31, 2023 $ 564,386 A reconciliation of the beginning and ending balances for the 2025 Notes, which are measured at fair value is as follows for the year ended December 31, 2023 (in thousands): 2025 Notes, at fair value Fair value - December 31, 2022 $ — Initial recognition of 2025 Notes 450,000 Conversion of 2025 Notes to Class A Common Stock (213,437) Fair value measurement adjustments 327,823 Fair value - December 31, 2023 $ 564,386 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consists of the following as of December 31, 2023 and 2022 (in thousands): As of December 31, 2023 2022 Raw materials $ 183,754 $ 698 Work in progress 2,825 — Finished goods 219,926 3,578 Total $ 406,505 $ 4,276 |
Prepaid expenses and other cu_2
Prepaid expenses and other current assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consists of the following as of December 31, 2023 and 2022 (in thousands): As of December 31, 2023 2022 Advance payments to suppliers $ 34,845 $ 46,107 Value-added tax receivables 64,066 27,928 Prepaid insurance 2,784 2,951 Prepaid rent 332 4,999 Other current assets 1,705 5,504 Total $ 103,732 $ 87,489 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net, consists of the following as of December 31, 2023 and 2022 (in thousands): As of December 31, 2023 2022 Tooling $ 483,685 $ — Machinery and equipment 95,974 9,298 Vehicles 27,442 — Furniture and fixtures 844 470 IT hardware and software 12,905 6,427 Leasehold improvements 2,477 634 Construction in progress 6,760 372,789 Total property and equipment 630,087 389,618 Less: Accumulated depreciation and amortization (59,180) (2,481) Property and equipment, net $ 570,907 $ 387,137 |
Intangible asset (Tables)
Intangible asset (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | The Company has the following intangible assets (in thousands): As of December 31, 2023 Amortization Period Gross Accumulated Net Capitalized manufacturing costs 8 years $ 258,304 $ (37,561) $ 220,743 $ 258,304 $ (37,561) $ 220,743 As of December 31, 2022 Amortization Gross Carrying Accumulated Net Capitalized manufacturing costs 8 years $ 252,304 $ (5,257) $ 247,047 $ 252,304 $ (5,257) $ 247,047 |
Summary of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated aggregate amortization expense for future years is as follows (in thousands): Amount 2024 $ 32,304 2025 32,304 2026 32,304 2027 32,304 2028 32,304 Thereafter 59,223 $ 220,743 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Information Regarding Lease Assets and Liabilities | The tables below present information regarding the Company’s lease assets and liabilities (in thousands): As of December 31, As of December 31, 2023 2022 Assets: Operating lease right-of-use assets 87,309 33,424 Liabilities: Operating Lease—Current 15,049 7,085 Operating Lease—Long term 65,723 27,884 |
Schedule of Lease Related Expense | The components of lease related expense are as follows (in thousands): Year Ended December 31, Year Ended December 31, 2023 2022 Lease costs: Operating lease expense $ 16,421 $ 5,690 Variable lease expense 2,279 962 Total lease costs $ 18,700 $ 6,652 |
Schedule of Supplemental Cash Flow Information Related to Leases | Other information related to operating leases is as follows (in thousands): Year Ended December 31, Year Ended December 31, 2023 2022 Weighted average remaining lease term (in years) 5.6 4.9 Weighted average discount rate 9.60 % 5.66 % The components of supplemental cash flow information related to leases are as follows (in thousands): Year Ended December 31, Year Ended December 31, 2023 2022 Cash flow information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used by operating leases $ 15,088 $ 4,348 Non-cash activity: ROU asset obtained in exchange for operating lease obligations $ 65,151 $ 19,076 |
Schedule of Maturity Analysis of Operating Lease Liability | As of December 31, 2023, future minimum payments of our operating lease liabilities during the next five years and thereafter are as follows (in thousands): Fiscal year Operating Leases 2024 $ 22,147 2025 21,355 2026 20,440 2027 12,064 2028 9,516 Thereafter 17,789 Total 103,311 Less: Present value discount (22,539) Total lease liability $ 80,772 |
Other non-current assets (Table
Other non-current assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Assets, Noncurrent [Abstract] | |
Schedule of Other Non-Current Assets | Non-current assets consists of the following as of December 31, 2023 and 2022 (in thousands): As of December 31, 2023 2022 Lease deposits $ 5,267 $ 3,079 Finance leases - right of use assets 19,375 4,481 Other 3,932 8,929 Total $ 28,574 $ 16,489 |
Accrued expenses and other (Tab
Accrued expenses and other (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Components of Accrued Expenses and Other | A summary of the components of accrued expenses and other is as follows (in thousands): As of December 31, 2023 2022 Vendor liabilities $ 321,579 $ 251,291 Indirect taxes payable 23,373 — Warranty reserve 7,054 — Interest payable 4,867 4,867 Payroll and related costs 5,507 1,627 Professional fees 1,976 1,145 Other current liabilities 335 1,135 Total accrued expenses and other $ 364,691 $ 260,065 |
Other non-current liabilities (
Other non-current liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Noncurrent Liabilities | Other non-current liabilities consists of the following as of December 31, 2023 and 2022 (in thousands): As of December 31, 2023 2022 Reservations from customers $ — $ 15,334 Asset retirement obligation 516 — Total other non-current liabilities $ 516 $ 15,334 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Senior Notes | The Company has existing debt agreements with third parties, which consist of the following (in thousands): As of December 31, 2023 2022 Convertible Senior Notes Current liabilities 2025 Notes - secured, carried at fair value $ 291,715 $ — Net carrying amount $ 291,715 $ — Non-current liabilities: 2025 Notes - secured, carried at fair value 272,671 — 2026 Notes - unsecured, carried at unamortized cost 662,557 660,822 Net carrying amount $ 935,228 $ 660,822 The 2026 Notes consisted of the following (in thousands): As of December 31, 2023 2022 Convertible Senior 2026 Notes Principal $ 667,500 $ 667,500 Unamortized debt issuance costs (4,943) (6,678) Net carrying amount $ 662,557 $ 660,822 |
Schedule of Changes in Level 3 Liability Measured at Fair Value | The following table summarizes financial instruments carried at fair value for the year ended December 31, 2023 (in thousands): 2025 Notes, at fair value Fair value - December 31, 2022 $ — Initial recognition of 2025 Notes 450,000 Conversion of 2025 Notes to Class A Common Stock (213,437) Fair value measurement adjustments 327,823 Fair value - December 31, 2023 $ 564,386 A reconciliation of the beginning and ending balances for the 2025 Notes, which are measured at fair value is as follows for the year ended December 31, 2023 (in thousands): 2025 Notes, at fair value Fair value - December 31, 2022 $ — Initial recognition of 2025 Notes 450,000 Conversion of 2025 Notes to Class A Common Stock (213,437) Fair value measurement adjustments 327,823 Fair value - December 31, 2023 $ 564,386 |
Schedule of Principal Maturities of Convertible Senior Notes | The future scheduled principal maturities of convertible senior notes as of December 31, 2023 are as follows (in thousands): Year Ended December 31, 2023 2024 312,833 2025 51,667 2026 667,500 $ 1,032,000 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Warrants [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 and three interrelated performance conditions that are separately evaluated for achievement: Milestone Percentage of Number of (a) (i) Achievement of the “preliminary production specification” gateway as set forth in the Development Agreement; (ii) entering into the Platform Agreement; and (iii) entering into the Initial Manufacturing Agreement 33.3 % 6,484,993 (b) (i) Achievement of the “target agreement” gateway as set forth in the Development Agreement and (ii) entering into the Detailed Manufacturing Agreement, which will contain terms and conditions agreed to in the Initial Manufacturing Agreement 33.3 % 6,484,993 (c) Start of pre-serial production 33.4 % 6,504,468 19,474,454 Fair value Capitalized at December 31, 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 (Table)
Loss Per Share (Table) | 12 Months Ended |
Dec. 31, 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: Year Ended December 31, 2023 2022 2021 Numerator: Net loss $ (939,947) $ (547,496) $ (471,341) Denominator: Weighted average Class A common shares outstanding 211,624,861 171,011,940 159,650,008 Weighted average Class B common shares outstanding 132,354,128 132,354,128 132,354,128 Weighted average Class A and Class B common shares outstanding- Basic 343,978,989 303,366,068 292,004,136 Net loss per share attributable to Class A and Class B Common shareholders- Basic and Diluted $ (2.73) $ (1.80) $ (1.61) |
Schedule of Common Shares Outstanding Excluded from Computation of Diluted Net Loss | The following table presents the potential common shares outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive: Year Ended December 31, 2023 2022 2021 Convertible senior notes 359,338,274 33,891,845 33,891,845 Stock options and warrants 36,714,669 37,155,050 30,665,546 Total 396,052,943 71,046,895 64,557,391 |
Stock Based Compensation (Table
Stock Based Compensation (Table) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-based Compensation Expense | Stock-based compensation expense was classified in the Consolidated Statements of Operations as follows (in thousands): Year Ended December 31, 2023 2022 2021 Selling, general and administrative $ 3,277 $ 6,861 $ 1,135 Research and development 3,974 12,741 4,487 Cost of goods sold 925 — — Total $ 8,176 $ 19,602 $ 5,622 |
Schedule of Stock Option Activity | The following table summarizes option activity under the Plan: Options Weighted Weighted Balance as of December 31, 2021 17,695,560 $ 1.44 5.6 Granted 495,700 10.15 Exercised (213,048) 2.13 Forfeited (297,616) 12.09 Balance as of December 31, 2022 17,680,596 $ 1.51 4.7 Granted 7,000 7.05 Exercised (60,340) 0.44 Forfeited (387,041) 11.87 Balance as of December 31, 2023 17,240,215 $ 1.29 3.3 |
Schedule of Stock Options Valuation Assumptions | The fair value of each stock option grant under the Plan was estimated on the date of grant using the Black-Scholes option pricing model, with the following range of assumptions: Year Ended December 31, 2023 2022 Expected term (in years) 6.3 6.3 Volatility 74.5% to 75.2% 74.9% to 76.4% Dividend yield 0.0% 0.0% Risk-free interest rate 3.4% to 4.0% 3.7% to 4.3% Common stock price $6.98 to $7.10 $6.95 to $7.99 |
Schedule of Additional Information Regarding Stock Options Exercisable | Additional information regarding stock options exercisable as of December 31, 2023 is summarized below: Options Exercisable at December 31, 2023 Range of Exercise Price Number Weighted Weighted $0.06 - $24.48 17,240,215 $ 1.29 3.3 |
Schedule of RSU Activity | The following table summarizes RSU activity under the Plan: RSU Awards Weighted Average Grant Date Fair Value Unvested at December 31, 2021 17,174 $ 13.47 Awarded 494,091 10.25 Vested (498,497) 11.19 Forfeited (1,016) 11.46 Unvested at December 31, 2022 11,752 $ 12.45 Awarded 24,009,880 2.14 Vested (331,873) 7.65 Forfeited (487,519) 4.76 Unvested at December 31, 2023 23,202,240 $ 2.16 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Before Provision for Income Taxes | The Company's income/(loss) before provision for income taxes was subject to taxes in the following jurisdictions for the following periods (in thousands): For the years ended December 31, 2023 2022 2021 United States $ (943,801) $ (549,514) $ (470,603) International 5,153 2,203 (723) Total $ (938,648) $ (547,311) $ (471,326) |
Schedule of Components of Income Tax Expense (Benefit) | The Company has increasing foreign operations and pre-tax income from its foreign operations has no material impact on Income tax. Income tax expense attributable to income/(loss) from continuing operations consists of the following (in thousands): For the years ended December 31, 2023 2022 2021 Current Federal $ — $ — $ — State — — — International 1,271 221 15 Total current tax provision $ 1,271 $ 221 $ 15 Deferred Federal $ — $ — $ — State — — — International 28 (36) — Total deferred tax provision $ 28 $ (36) $ — Provision for income taxes $ 1,299 $ 185 $ 15 |
Schedule of Effective Income Tax Rate Reconciliation | The effective tax rate of the Company’s (provision) benefit for income taxes differs from the federal statutory rate as follows: Year Ended December 31, 2023 2022 2021 Expected federal income tax benefit 21.0 % 21.0 % 21.0 % State taxes net of federal benefit 2.9 % 4.2 % 3.7 % Tax credits (1.3) % 0.9 % 0.8 % Valuation allowance (14.5) % (25.3) % (20.0) % Fair value of derivatives (7.3) % 0.0% (6.2) % Other (0.9) % (0.8) % 0.7 % Provision for income taxes (0.1) % 0.0% 0.0% |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of significant items comprising the Company’s deferred taxes are as follows (in thousands): As of December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 255,442 $ 147,789 Tax credits 507 11,461 Lease liability 14,033 6,793 Capitalized research and development costs 111,985 82,084 Other 18,274 7,042 Total deferred tax assets 400,241 255,169 Deferred tax liabilities: ROU asset (16,196) (6,902) Other — — Total deferred tax liabilities (16,196) (6,902) Valuation allowance (384,037) (248,230) Net deferred tax asset $ 8 $ 37 |
Schedule of Valuation Allowance | The changes in the valuation allowance related to current year operating activity was an increase in the amount of $$135.8 million during the year ended December 31, 2023 (in thousands): Year Ended December 31, (in thousands) 2023 2022 2021 Beginning of the year $ 248,230 $ 108,794 14,562 Increase—income tax benefit 135,807 139,436 94,232 End of the year $ 384,037 $ 248,230 $ 108,794 |
Schedule of Reconciliation of Unrecognized Tax Benefits | A reconciliation of the beginning and ending balances of unrecognized tax benefits is as follows (in thousands): Year Ended December 31, 2023 2022 2021 Beginning of the year $ 2,975 $ 968 $ 229 Increase related to current year tax positions — 2,007 871 Increase related to prior year tax positions — — — Decrease for tax positions of prior years (2,875) — (129) Decrease due to expiration of statute of limitations — — (3) End of the year $ 100 $ 2,975 $ 968 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | ||||
Mar. 15, 2024 USD ($) | Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Apr. 16, 2024 USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Restricted cash | $ 70,447,000 | $ 0 | $ 0 | ||
Remaining performance obligation, amount | $ 19,900,000 | ||||
Warranty period | 6 years | ||||
Allowance for note receivable | $ 0 | 0 | |||
Provision for excess or obsolete inventory | 1,200,000 | ||||
Net realizable value | $ 232,700,000 | ||||
Number of operating segments | segment | 1 | ||||
Number of reportable segments | segment | 1 | ||||
Advertising expense | $ 28,000,000 | $ 9,300,000 | $ 6,300,000 | ||
Subsequent Event | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Restricted cash | $ 11,200,000 | ||||
Convertible Senior Notes Due 2026 | 2025 senior secured convertible notes | Subsequent Event | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Accrued interest to be paid | $ 8,400,000 | ||||
Geographic Concentration Risk | Revenue Benchmark | UNITED STATES | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Concentration risk, percentage | 68% | ||||
Geographic Concentration Risk | Revenue Benchmark | Non-US | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Concentration risk, percentage | 32% | ||||
Minimum | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Expected timing of satisfaction, period | 4 years | ||||
Maximum | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Expected timing of satisfaction, period | 10 years | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Expected timing of satisfaction, period | 12 months |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Deferred Revenue (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Contract With Customer, Liability [Roll Forward] | |
Deferred revenue - January 1, 2023 | $ 0 |
Additions | 46,577 |
Revenue Recognized | (1,022) |
Deferred Revenue - December 31, 2023 | $ 45,555 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Property Plant and Equipment Estimated Useful Lives (Details) | Dec. 31, 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 |
Vehicles | Minimum | |
Property Plant And Equipment Estimated Useful Lives Of Assets [Line Items] | |
Useful Life (in years) | 3 years |
Vehicles | Maximum | |
Property Plant And Equipment Estimated Useful Lives Of Assets [Line Items] | |
Useful Life (in years) | 7 years |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Mar. 16, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 29, 2020 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Payments for equity method investment | $ 0 | $ 10,000 | $ 0 | ||
Foreign currency (loss) gain | 1,791 | 6,860 | 0 | ||
Non-cash loss attributable to change in fair value of warrants | 0 | $ 0 | $ 138,436 | ||
Public and Private Warrants | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Business combination warrant liability recognized | $ 62,700 | ||||
2026 Notes | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Fair value of convertible notes | $ 142,200 | ||||
Class A Common Stock | Fisker Group | Allego | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Sale of stock, number of shares issued in transaction (in shares) | 1,000,000 | ||||
Allego | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Payments for equity method investment | $ 10,000 | ||||
Ownership percentage | 5% |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | $ 194,271 | $ 604,185 |
Liabilities, Fair Value Disclosure | 564,386 | |
2025 senior secured convertible notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, Fair Value Disclosure | 564,386 | |
Equity investment | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 1,350 | 3,140 |
Money market mutual funds included in cash and cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 192,921 | 601,045 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 194,271 | 604,185 |
Liabilities, Fair Value Disclosure | 0 | |
Level 1 | 2025 senior secured convertible notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, Fair Value Disclosure | 0 | |
Level 1 | Equity investment | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 1,350 | 3,140 |
Level 1 | Money market mutual funds included in cash and cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 192,921 | 601,045 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 0 | 0 |
Liabilities, Fair Value Disclosure | 0 | |
Level 2 | 2025 senior secured convertible notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, Fair Value Disclosure | 0 | |
Level 2 | Equity investment | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 0 | 0 |
Level 2 | Money market mutual funds included in cash and cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 0 | 0 |
Liabilities, Fair Value Disclosure | 564,386 | |
Level 3 | 2025 senior secured convertible notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, Fair Value Disclosure | 564,386 | |
Level 3 | Equity investment | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 0 | 0 |
Level 3 | Money market mutual funds included in cash and cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | $ 0 | $ 0 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Instruments Carried at Fair Value (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 0 |
Fair value measurement adjustments | 327,823 |
Ending balance | 564,386 |
2025 senior secured convertible notes | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | 0 |
Fair value measurement adjustments | 327,823 |
Ending balance | 564,386 |
Convertible Senior Notes Due 2025 | 2025 senior secured convertible notes | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Initial recognition of 2025 Notes | 450,000 |
Convertible Senior Notes Due 2025 | Common Class A | 2025 senior secured convertible notes | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Conversion of 2025 Notes to Class A Common Stock | $ (213,437) |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 183,754 | $ 698 |
Work in progress | 2,825 | 0 |
Finished goods | 219,926 | 3,578 |
Total | $ 406,505 | $ 4,276 |
Inventory - Additional Informat
Inventory - Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Inventory Disclosure [Abstract] | |
Excess and obsolescence reserve | $ 1.2 |
Net realizable value | $ 232.7 |
Prepaid expenses and other cu_3
Prepaid expenses and other current assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Advance payments to suppliers | $ 34,845 | $ 46,107 |
Value-added tax receivables | 64,066 | 27,928 |
Prepaid insurance | 2,784 | 2,951 |
Prepaid rent | 332 | 4,999 |
Other current assets | 1,705 | 5,504 |
Total | $ 103,732 | $ 87,489 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 630,087 | $ 389,618 |
Less: Accumulated depreciation and amortization | (59,180) | (2,481) |
Property and equipment, net | 570,907 | 387,137 |
Tooling | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 483,685 | 0 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 95,974 | 9,298 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 27,442 | 0 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 844 | 470 |
IT hardware and software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 12,905 | 6,427 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 2,477 | 634 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 6,760 | $ 372,789 |
Property and Equipment, net - A
Property and Equipment, net - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization | $ 56,700,000 | $ 1,900,000 | $ 800,000 |
Property and equipment, net | 570,907,000 | 387,137,000 | |
Asset retirement obligation | 516,000 | 0 | |
Reclassification asset, transfers and changes | 33,000,000 | ||
Depreciation | 43,800,000 | 0 | |
Accounts Payable | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, net | 161,500,000 | 161,500,000 | |
Accrued Liabilities | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, net | $ 144,800,000 | $ 144,800,000 |
Intangible asset - Summary of I
Intangible asset - Summary of Intangible Assets (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 258,304,000 | $ 252,304,000 |
Accumulated Amortization | (37,561,000) | (5,257,000) |
Net | $ 220,743,000 | $ 247,047,000 |
Capitalized manufacturing costs | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 8 years | 8 years |
Gross Carrying Amount | $ 258,304,000 | $ 252,304,000 |
Accumulated Amortization | (37,561,000) | (5,257,000) |
Net | $ 220,743,000 | $ 247,047,000 |
Intangible asset - Additional I
Intangible asset - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 32.3 | $ 5.3 |
Intangible asset - Summary of F
Intangible asset - Summary of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 32,304,000 | |
2025 | 32,304,000 | |
2026 | 32,304,000 | |
2027 | 32,304,000 | |
2028 | 32,304,000 | |
Thereafter | 59,223,000 | |
Net | $ 220,743,000 | $ 247,047,000 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Lessee, Lease, Description [Line Items] | ||
Non-cash operating lease right-of-use assets | $ 87,300 | $ 33,400 |
Non-cash operating lease liabilities | 80,800 | 35,000 |
Finance lease right-of-use assets at lease inception | 21,200 | 4,300 |
Finance lease liability | 2,900 | |
Amortization of right-of-use assets | 1,700 | 100 |
Finance leases - right of use assets | $ 19,375 | $ 4,481 |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Lease term | 8 years | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Lease term | 15 years |
Leases - Summary of Information
Leases - Summary of Information Regarding Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Assets: | ||
Operating lease right-of-use assets | $ 87,309 | $ 33,424 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Right-of-use asset, net | Right-of-use asset, net |
Liabilities: | ||
Operating Lease—Current | $ 15,049 | $ 7,085 |
Operating Lease—Long term | $ 65,723 | $ 27,884 |
Leases - Summary of Lease Relat
Leases - Summary of Lease Related Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Lease costs: | ||
Operating lease expense | $ 16,421 | $ 5,690 |
Variable lease expense | 2,279 | 962 |
Total lease costs | $ 18,700 | $ 6,652 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Weighted average remaining lease term (in years) | 5 years 7 months 6 days | 4 years 10 months 24 days |
Weighted average discount rate | 9.60% | 5.66% |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows used by operating leases | $ 15,088 | $ 4,348 |
Non-cash activity: | ||
ROU asset obtained in exchange for operating lease obligations | $ 65,151 | $ 19,076 |
Leases - Summary of Maturity An
Leases - Summary of Maturity Analysis of Operating Lease Liability (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Leases [Abstract] | |
2024 | $ 22,147 |
2025 | 21,355 |
2026 | 20,440 |
2027 | 12,064 |
2028 | 9,516 |
Thereafter | 17,789 |
Total | 103,311 |
Less: Present value discount | (22,539) |
Total lease liability | $ 80,772 |
Other non-current assets (Detai
Other non-current assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Other Assets, Noncurrent [Abstract] | ||
Lease deposits | $ 5,267 | $ 3,079 |
Finance leases - right of use assets | 19,375 | 4,481 |
Other | 3,932 | 8,929 |
Total non-current assets | $ 28,574 | $ 16,489 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Right-of-use asset, net | Right-of-use asset, net |
Accrued expenses and other (Det
Accrued expenses and other (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payroll And Accruals [Line Items] | ||
Total accrued expenses and other | $ 364,691 | $ 260,065 |
Vendor liabilities | ||
Payroll And Accruals [Line Items] | ||
Total accrued expenses and other | 321,579 | 251,291 |
Indirect taxes payable | ||
Payroll And Accruals [Line Items] | ||
Total accrued expenses and other | 23,373 | 0 |
Warranty reserve | ||
Payroll And Accruals [Line Items] | ||
Total accrued expenses and other | 7,054 | 0 |
Interest payable | ||
Payroll And Accruals [Line Items] | ||
Total accrued expenses and other | 4,867 | 4,867 |
Payroll and related costs | ||
Payroll And Accruals [Line Items] | ||
Total accrued expenses and other | 5,507 | 1,627 |
Professional fees | ||
Payroll And Accruals [Line Items] | ||
Total accrued expenses and other | 1,976 | 1,145 |
Other current liabilities | ||
Payroll And Accruals [Line Items] | ||
Total accrued expenses and other | $ 335 | $ 1,135 |
Other non-current liabilities_2
Other non-current liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Other Liabilities Disclosure [Abstract] | ||
Reservations from customers | $ 0 | $ 15,334 |
Asset retirement obligation | 516 | 0 |
Total other non-current liabilities | $ 516 | $ 15,334 |
Convertible Senior Notes - Net
Convertible Senior Notes - Net carrying Amount (Details) - Convertible Notes Payable - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Loans notes trade and other payables disclosure [Line Items] | ||
Net carrying amount | $ 291,715 | $ 0 |
Net carrying amount | 935,228 | 660,822 |
Convertible Senior Notes Due 2025 | ||
Loans notes trade and other payables disclosure [Line Items] | ||
Net carrying amount | 291,715 | 0 |
Net carrying amount | 272,671 | 0 |
Convertible Senior Notes Due 2026 | ||
Loans notes trade and other payables disclosure [Line Items] | ||
Net carrying amount | $ 662,557 | $ 660,822 |
Convertible Senior Notes - Addi
Convertible Senior Notes - Additional Information (Details) | 1 Months Ended | 2 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Mar. 15, 2024 USD ($) | Sep. 29, 2023 USD ($) shares | Jul. 10, 2023 USD ($) installment $ / shares | Aug. 31, 2021 USD ($) $ / shares shares | Mar. 14, 2024 USD ($) $ / shares shares | Dec. 29, 2023 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | Mar. 05, 2024 shares | Nov. 22, 2023 USD ($) | Jul. 11, 2023 $ / shares | Oct. 29, 2020 shares | |
Debt Disclosure [Line Items] | |||||||||||||
Interest expense related to the amortization of debt issuance costs | $ 18,745,000 | $ 18,426,000 | $ 6,546,000 | ||||||||||
Payments for capped call option | 0 | 0 | 96,788,000 | ||||||||||
Selling, general and administrative | $ 249,160,000 | $ 106,417,000 | $ 42,398,000 | ||||||||||
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 | ||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 19.70 | ||||||||||||
Minimum | |||||||||||||
Debt Disclosure [Line Items] | |||||||||||||
Cash | $ 250,000,000 | ||||||||||||
Maximum | |||||||||||||
Debt Disclosure [Line Items] | |||||||||||||
Cash | $ 340,000,000 | ||||||||||||
Common Class A | |||||||||||||
Debt Disclosure [Line Items] | |||||||||||||
Common stock, authorized (in shares) | shares | 1,250,000,000 | 1,250,000,000 | 1,250,000,000 | 750,000,000 | |||||||||
Common Class A | Minimum | Subsequent Event | |||||||||||||
Debt Disclosure [Line Items] | |||||||||||||
Common stock, authorized (in shares) | shares | 1,250,000,000 | ||||||||||||
Common Class A | Maximum | Subsequent Event | |||||||||||||
Debt Disclosure [Line Items] | |||||||||||||
Common stock, authorized (in shares) | shares | 2,000,000,000 | ||||||||||||
Convertible Senior Notes Due 2026 | Common Class A | |||||||||||||
Debt Disclosure [Line Items] | |||||||||||||
Stock issuance costs and redemption payments (in shares) | shares | 0.0507743 | ||||||||||||
Convertible Senior Notes Due 2026 | 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 | ||||||||||||
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 | $ 1,700,000 | $ 1,500,000 | |||||||||||
Contractual interest expense | 16,800,000 | $ 16,700,000 | |||||||||||
Sinking fund amount | $ 0 | ||||||||||||
Debt instrument sinking fund description | No sinking fund is provided for the 2026 Notes, which means that the Company is not required to redeem or retire them periodically | ||||||||||||
Proceeds from issuance of notes | $ 562,200,000 | ||||||||||||
Convertible Senior Notes Due 2026 | Convertible Notes Payable | Subsequent Event | |||||||||||||
Debt Disclosure [Line Items] | |||||||||||||
Accrued interest to be paid | $ 8,400,000 | ||||||||||||
Convertible Senior Notes Due 2026 | 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% | ||||||||||||
Convertible Senior Notes Due 2026 | Convertible Notes Payable | Common Class A | |||||||||||||
Debt Disclosure [Line Items] | |||||||||||||
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] | |||||||||||||
Debt issued | $ 340,000,000 | ||||||||||||
Debt instrument interest rate | 0% | ||||||||||||
Threshold percentage of the principal amount of notes including accrued and unpaid interest required to repurchase of notes | 103% | ||||||||||||
Percentage of average stock price preceding conversion | 80% | ||||||||||||
Debt instrument, interest rate, event of default, automatic increase | 18% | ||||||||||||
Number of installments | installment | 9 | ||||||||||||
Percentage of average stock price preceding settlement | 93% | ||||||||||||
Floor price (in dollars per share) | $ / shares | $ 1.16 | ||||||||||||
Converted instrument, amount | $ 145,500,000 | $ 213,400,000 | |||||||||||
Stock issuance costs and redemption payments (in shares) | shares | 106,129,828 | ||||||||||||
Convertible Senior Notes Due 2025 | Convertible Notes Payable | Subsequent Event | |||||||||||||
Debt Disclosure [Line Items] | |||||||||||||
Converted instrument, amount | $ 181,500,000 | ||||||||||||
Stock issuance costs and redemption payments (in shares) | shares | 1,039,773,708 | ||||||||||||
Convertible Senior Notes Due 2025 | Convertible Notes Payable | Minimum | |||||||||||||
Debt Disclosure [Line Items] | |||||||||||||
Debt instrument initial conversion price (in dollars per share) | $ / shares | $ 1.17 | ||||||||||||
Convertible Senior Notes Due 2025 | Convertible Notes Payable | Minimum | Subsequent Event | |||||||||||||
Debt Disclosure [Line Items] | |||||||||||||
Debt instrument initial conversion price (in dollars per share) | $ / shares | $ 0.01 | ||||||||||||
Convertible Senior Notes Due 2025 | Convertible Notes Payable | Maximum | |||||||||||||
Debt Disclosure [Line Items] | |||||||||||||
Debt instrument initial conversion price (in dollars per share) | $ / shares | $ 5.57 | ||||||||||||
Convertible Senior Notes Due 2025 | Convertible Notes Payable | Maximum | Subsequent Event | |||||||||||||
Debt Disclosure [Line Items] | |||||||||||||
Debt instrument initial conversion price (in dollars per share) | $ / shares | $ 1.23 | ||||||||||||
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 Convertible Notes Due 2025, Series A-1 Notes | Convertible Notes Payable | |||||||||||||
Debt Disclosure [Line Items] | |||||||||||||
Debt instrument interest rate | 0% | ||||||||||||
Debt instrument initial conversion price (in dollars per share) | $ / shares | $ 7.80 | ||||||||||||
Debt original issue discount rate | 12% | ||||||||||||
Proceeds from issuance of notes | $ 300,000,000 | ||||||||||||
Selling, general and administrative | 4,900,000 | ||||||||||||
Senior Convertible Notes Due 2025, Investor AIR Notes | Convertible Notes Payable | |||||||||||||
Debt Disclosure [Line Items] | |||||||||||||
Debt issued | $ 170,000,000 | $ 226,700,000 | |||||||||||
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 (in years) | 2 years | ||||||||||||
Increase in amount available for purchase | $ 566,700,000 | ||||||||||||
Senior 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 Convertible Notes Due 2025, Series B-1 Notes | Convertible Notes Payable | |||||||||||||
Debt Disclosure [Line Items] | |||||||||||||
Debt instrument initial conversion price (in dollars per share) | $ / shares | $ 7.60 | ||||||||||||
Debt original issue discount rate | 12% | ||||||||||||
Proceeds from issuance of notes | $ 150,000,000 |
Convertible Senior Notes - Sche
Convertible Senior Notes - Schedule of Convertible Senior Notes (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Loans notes trade and other payables disclosure [Line Items] | ||
Total | $ 1,032,000 | |
Convertible Notes Payable | Convertible Senior Notes Due 2026 | ||
Loans notes trade and other payables disclosure [Line Items] | ||
Principal | 667,500 | $ 667,500 |
Unamortized debt issuance costs | $ (4,943) | $ (6,678) |
Convertible Senior Notes - Fair
Convertible Senior Notes - Fair Value Liabilities on a Recurring Basis Using Significant Unobservable Inputs (Level 3) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 0 |
Fair value measurement adjustments | 327,823 |
Ending balance | 564,386 |
Convertible Notes Payable | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | 0 |
Fair value measurement adjustments | 327,823 |
Ending balance | 564,386 |
Convertible Notes Payable | Convertible Senior Notes Due 2025 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Issuance of notes | 450,000 |
Convertible Notes Payable | Convertible Senior Notes Due 2025 | Common Class A | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Conversion of 2025 Notes to Class A Common Stock | $ (213,437) |
Convertible Senior Notes - Prin
Convertible Senior Notes - Principal Maturities of Convertible Senior Notes (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Long-Term Debt, Fiscal Year Maturity [Abstract] | |
2024 | $ 312,833 |
2025 | 51,667 |
2026 | 667,500 |
Total | $ 1,032,000 |
Stockholders' equity (Details)
Stockholders' equity (Details) | Oct. 29, 2020 $ / shares shares | Dec. 31, 2023 vote $ / shares shares | Sep. 29, 2023 shares | Dec. 31, 2022 $ / shares shares |
Class of Stock [Line Items] | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | |||
Preferred stock, shares authorized (in shares) | 15,000,000 | 15,000,000 | 15,000,000 | |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | ||
Preferred stock, issued (in shares) | 0 | 0 | ||
Preferred stock, outstanding (in shares) | 0 | 0 | ||
Spartan Energy Acquisition Corp. | ||||
Class of Stock [Line Items] | ||||
Warrants outstanding (in shares) | 47,074,454 | |||
Spartan Energy Acquisition Corp. | PIPE Investor | ||||
Class of Stock [Line Items] | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 10 | |||
Stock issued during period (in shares) | 50,000,000 | |||
Common stock conversion ratio | 1 | |||
Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | ||
Common stock, authorized (in shares) | 750,000,000 | 1,250,000,000 | 1,250,000,000 | 1,250,000,000 |
Common stock, outstanding (in shares) | 316,589,859 | 187,599,812 | ||
Number of votes per share | vote | 1 | |||
Class A Common Stock | Spartan Energy Acquisition Corp. | ||||
Class of Stock [Line Items] | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | |||
Common stock, outstanding (in shares) | 144,750,524 | |||
Class B Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | ||
Common stock, authorized (in shares) | 150,000,000 | 150,000,000 | 150,000,000 | |
Common stock, outstanding (in shares) | 132,354,128 | 132,354,128 | 132,354,128 | |
Number of votes per share | vote | 10 |
Warrants - Additional Informati
Warrants - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Oct. 29, 2020 $ / shares shares | May 31, 2022 USD ($) | Dec. 31, 2023 USD ($) milestone $ / shares shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | |
Class of Stock [Line Items] | |||||
Number of interrelated performance conditions | milestone | 3 | ||||
Proceeds from stock issuance under “At-the-market” offering | $ 135,928 | $ 190,492 | $ 0 | ||
Magna Warrants | |||||
Class of Stock [Line Items] | |||||
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 | ||||
Capitalized cost, manufacturing | $ 6,000 | ||||
Shares issued for vested and exercise of warrants (in shares) | shares | 19,474,454 | ||||
Shares surrendered upon exercise of warrants (in shares) | shares | 0 | ||||
Magna Warrants | Measurement Input, Share Price | Class A Common Stock | |||||
Class of Stock [Line Items] | |||||
Common stock, measurement date stock price (in dollars per share) | $ / shares | $ 8.96 | ||||
Magna Warrants | Warrant | |||||
Class of Stock [Line Items] | |||||
Exercise price (in dollars per share) | $ / shares | $ 0.01 | ||||
ATM Program | |||||
Class of Stock [Line Items] | |||||
Proceeds from stock issuance under “At-the-market” offering | $ 350,000 | ||||
ATM Program | Class A Common Stock | |||||
Class of Stock [Line Items] | |||||
Proceeds from stock issuance under “At-the-market” offering | $ 2,000,000 | ||||
Sale of stock, number of shares issued in transaction (in shares) | shares | 21,153,154 | ||||
Sale of stock, consideration received on transaction | $ 133,700 | ||||
Payments for commissions and other direct incremental issuance costs | $ 2,000 |
Warrants - Schedule of Warrants
Warrants - Schedule of Warrants Accounted as Awards to Non Employees Measured on Performance Conditions that are Evaluated for Achievement (Details) | Dec. 31, 2023 shares |
Schedule Of Warrants Accounted As Awards To Non Employees Measured On Performance Conditions That Are Evaluated For Achievement [Line Items] | |
Number of Warrants that Vest Upon Achievement (in shares) | 19,474,454 |
(a) (i) Achievement of the “preliminary production specification” gateway as set forth in the Development Agreement; (ii) entering into the Platform Agreement; and (iii) entering into the Initial Manufacturing Agreement | |
Schedule Of Warrants Accounted As Awards To Non Employees Measured On Performance Conditions That Are Evaluated For Achievement [Line Items] | |
Percentage of Warrants that Vest Upon Achievement | 33.30% |
Number of Warrants that Vest Upon Achievement (in shares) | 6,484,993 |
(b) (i) Achievement of the “target agreement” gateway as set forth in the Development Agreement and (ii) entering into the Detailed Manufacturing Agreement, which will contain terms and conditions agreed to in the Initial Manufacturing Agreement | |
Schedule Of Warrants Accounted As Awards To Non Employees Measured On Performance Conditions That Are Evaluated For Achievement [Line Items] | |
Percentage of Warrants that Vest Upon Achievement | 33.30% |
Number of Warrants that Vest Upon Achievement (in shares) | 6,484,993 |
(c) Start of pre-serial production | |
Schedule Of Warrants Accounted As Awards To Non Employees Measured On Performance Conditions That Are Evaluated For Achievement [Line Items] | |
Percentage of Warrants that Vest Upon Achievement | 33.40% |
Number of Warrants that Vest Upon Achievement (in shares) | 6,504,468 |
Warrants - Schedule of Stockhol
Warrants - Schedule of Stockholders Equity Note Warrants or Rights Fair Value of Vested Warrants (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Statement [Line Items] | |
Fair value | $ 174,297 |
Capitalized at December 31, 2023 | 174,297 |
Milestone (a) | |
Statement [Line Items] | |
Fair value | 58,041 |
Capitalized at December 31, 2023 | 58,041 |
Milestone (b) | |
Statement [Line Items] | |
Fair value | 58,041 |
Capitalized at December 31, 2023 | 58,041 |
Milestone (c) | |
Statement [Line Items] | |
Fair value | 58,215 |
Capitalized at December 31, 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 | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | |||
Net Loss | $ (939,947) | $ (547,496) | $ (471,341) |
Denominator: | |||
Weighted average Class A and Class B Common shares outstanding- Basic (in shares) | 343,978,989 | 303,366,068 | 292,004,136 |
Net loss per share attributable to Class A and Class B Common shareholders- Basic (in dollars per share) | $ (2.73) | $ (1.80) | $ (1.61) |
Net loss per share attributable to Class A and Class B Common shareholders- Diluted (in dollars per share) | $ (2.73) | $ (1.80) | $ (1.61) |
Class A Common Stock | |||
Denominator: | |||
Weighted average Class A and Class B Common shares outstanding- Basic (in shares) | 211,624,861 | 171,011,940 | 159,650,008 |
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 |
Loss Per Share - Common Shares
Loss Per Share - Common Shares Outstanding Excluded From Computation of Diluted Loss Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 396,052,943 | 71,046,895 | 64,557,391 |
Convertible senior notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 359,338,274 | 33,891,845 | 33,891,845 |
Stock options and warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 36,714,669 | 37,155,050 | 30,665,546 |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | 24 Months Ended | |||||
Mar. 24, 2023 | Dec. 31, 2022 | Oct. 29, 2020 | Sep. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2017 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Number of shares issued under the plan (in shares) | 0 | |||||||
Weighted average remaining contractual term (in years) | 3 years 3 months 18 days | 4 years 8 months 12 days | 5 years 7 months 6 days | 6 years | ||||
Granted (in shares) | 7,000 | 495,700 | 15,882,711 | |||||
Dividend yield | 0% | 0% | ||||||
Aggregate intrinsic value of options outstanding | $ 25,800 | |||||||
Intrinsic value of options exercisable | 25,800 | |||||||
Intrinsic value | $ 400 | $ 1,800 | $ 26,300 | |||||
Stock option grants (in dollars per share) | $ 7.05 | $ 10.25 | $ 15.96 | |||||
Unvested stock option awards granted amount | $ 22,200 | |||||||
Stock-based compensation | 8,176 | $ 19,602 | $ 5,622 | |||||
Stock-based compensation | (8,176) | (19,602) | (5,622) | |||||
Share-based payment arrangement, expense | $ 8,176 | $ 19,602 | $ 5,622 | |||||
Stock Options | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Minimum estimated fair value percentage of exercise priced on the date of grant | 100% | |||||||
Minimum percentage of shareholders | 15% | |||||||
Minimum estimated percentage of fair value of shares | 110% | |||||||
Weighted average remaining contractual term (in years) | 10 years | |||||||
Dividend yield | 0% | |||||||
Restricted Stock Units (RSUs) | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Award vesting percentage | 25% | |||||||
Share-based payment award, restricted stock unit awards vested on the grant date (in shares) | 331,873 | 498,497 | ||||||
PRSUs | First Quarter | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Award vesting percentage | 50% | |||||||
PRSUs | Second Quarter | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Award vesting percentage | 50% | |||||||
Share-based payment arrangement, expense | $ 3,400 | |||||||
Class A Common Stock | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Stock-based compensation | 1,100 | $ 4,600 | ||||||
Value of restricted stock issued | $ 200,000 | |||||||
Class A Common Stock | Restricted Stock Units (RSUs) | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Day average closing date preceding grant date | 30 days | |||||||
Class A Common Stock | PRSUs | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Number of shares authorized under the plan (in shares) | 1,446,943 | |||||||
Stock-based compensation | $ 10,100 | $ 7,300 | ||||||
Number of awards convertible into each underlying share (in shares) | 1 | |||||||
Value of shares approved and authorized | 3,400 | |||||||
Share-based payment award, restricted stock unit awards vested on the grant date (in shares) | 1,278,465 | |||||||
Stock-based compensation | $ 2,800 | |||||||
2020 Equity Incentive Plan | Class A Common Stock | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Number of shares added to the plan (in shares) | 24,097,751 | |||||||
Number of shares authorized under the plan (in shares) | 48,000,000 | |||||||
ESPP | Stock Options | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Weighted-average period (in years) | 3 years 3 months 18 days | |||||||
ESPP | Class A Common Stock | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Number of shares authorized under the plan (in shares) | 3,213,034 |
Stock Based Compensation - Stoc
Stock Based Compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total | $ 8,176 | $ 19,602 | $ 5,622 |
Selling, general and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total | 3,277 | 6,861 | 1,135 |
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total | 3,974 | 12,741 | 4,487 |
Cost of goods sold | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total | $ 925 | $ 0 | $ 0 |
Stock Based Compensation - St_2
Stock Based Compensation - Stock Option Activity (Details) - $ / shares | 12 Months Ended | 24 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2017 | |
Options | ||||
Beginning Balance (in shares) | 17,680,596 | 17,695,560 | ||
Granted (in shares) | 7,000 | 495,700 | 15,882,711 | |
Exercised (in shares) | (60,340) | (213,048) | ||
Forfeited (in shares) | (387,041) | (297,616) | ||
Ending Balance (in shares) | 17,240,215 | 17,680,596 | 17,695,560 | |
Weighted Average Exercise Price | ||||
Beginning Balance (in dollars per share) | $ 1.51 | $ 1.44 | ||
Granted (in dollars per share) | 7.05 | 10.15 | ||
Exercised (in dollars per share) | 0.44 | 2.13 | ||
Forfeited (in dollars per share) | 11.87 | 12.09 | ||
Ending Balance (in dollars per share) | $ 1.29 | $ 1.51 | $ 1.44 | |
Weighted Average Contractual Term (in Years) | 3 years 3 months 18 days | 4 years 8 months 12 days | 5 years 7 months 6 days | 6 years |
Stock Based Compensation - St_3
Stock Based Compensation - Stock Options Valuation Assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 3 months 18 days | 6 years 3 months 18 days |
Volatility, Minimum | 74.50% | 74.90% |
Volatility, Maximum | 75.20% | 76.40% |
Dividend yield | 0% | 0% |
Risk-free interest rate, minimum | 3.40% | 3.70% |
Risk-free interest rate, maximum | 4% | 4.30% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock price (in dollars per share) | $ 6.98 | $ 6.95 |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock price (in dollars per share) | $ 7.10 | $ 7.99 |
Stock Based Compensation - Ad_2
Stock Based Compensation - Additional Information Regarding Stock Options Exercisable (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Exercise Price Range Lower Range Limit (in dollars per share) | $ 0.06 |
Exercise Price Range Upper Range Limit (in dollars per share) | $ 24.48 |
Number (in shares) | shares | 17,240,215 |
Weighted Average Exercise Price (in dollars per share) | $ 1.29 |
Weighted Average Contractual Term (in Years) | 3 years 3 months 18 days |
Stock Based Compensation - RSU
Stock Based Compensation - RSU Activity (Details) - RSUs - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
RSU Awards | ||
Unvested beginning balance (in shares) | 11,752 | 17,174 |
Awarded (in shares) | 24,009,880 | 494,091 |
Vested (in shares) | (331,873) | (498,497) |
Forfeited (in shares) | (487,519) | (1,016) |
Unvested ending balance (in shares) | 23,202,240 | 11,752 |
Weighted Average Grant Date Fair Value | ||
Unvested beginning balance (in dollars per share) | $ 12.45 | $ 13.47 |
Awarded (in dollars per share) | 2.14 | 10.25 |
Vested (in dollars per share) | 7.65 | 11.19 |
Forfeited (in dollars per share) | 4.76 | 11.46 |
Unvested ending balance (in dollars per share) | $ 2.16 | $ 12.45 |
Income taxes - Schedule of Inco
Income taxes - Schedule of Income Before Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (943,801) | $ (549,514) | $ (470,603) |
International | 5,153 | 2,203 | (723) |
Total | $ (938,648) | $ (547,311) | $ (471,326) |
Income taxes - Schedule of Comp
Income taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 0 | 0 | 0 |
International | 1,271 | 221 | 15 |
Total current tax provision | 1,271 | 221 | 15 |
Deferred | |||
Federal | 0 | 0 | 0 |
State | 0 | 0 | 0 |
International | 28 | (36) | 0 |
Total deferred tax provision | 28 | (36) | 0 |
Provision for income taxes | $ 1,299 | $ 185 | $ 15 |
Income taxes - Summary of Effec
Income taxes - Summary of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Expected federal income tax benefit | 21% | 21% | 21% |
State taxes net of federal benefit | 2.90% | 4.20% | 3.70% |
Tax credits | 1.30% | (0.90%) | (0.80%) |
Valuation allowance | (14.50%) | (25.30%) | (20.00%) |
Fair value of derivatives | (7.30%) | 0% | (6.20%) |
Other | (0.90%) | (0.80%) | 0.70% |
Provision for income taxes | (0.10%) | 0% | 0% |
Income taxes - Summary of Defer
Income taxes - Summary of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||||
Net operating loss carryforwards | $ 255,442 | $ 147,789 | ||
Tax credits | 507 | 11,461 | ||
Lease liability | 14,033 | 6,793 | ||
Capitalized research and development costs | 111,985 | 82,084 | ||
Other | 18,274 | 7,042 | ||
Total deferred tax assets | 400,241 | 255,169 | ||
Deferred tax liabilities: | ||||
ROU asset | (16,196) | (6,902) | ||
Other | 0 | 0 | ||
Total deferred tax liabilities | (16,196) | (6,902) | ||
Valuation allowance | (384,037) | (248,230) | $ (108,794) | $ (14,562) |
Net deferred tax asset | $ 8 | $ 37 |
Income taxes - Summary of Valua
Income taxes - Summary of Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Valuation Allowance | |||
Beginning of the year | $ 248,230 | $ 108,794 | $ 14,562 |
Increase—income tax benefit | 135,807 | 139,436 | 94,232 |
End of the year | $ 384,037 | $ 248,230 | $ 108,794 |
Income taxes - Additional Infor
Income taxes - Additional Information (Details) | 12 Months Ended | |||
Dec. 31, 2023 USD ($) jurisdiction | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Operating Loss Carryforwards [Line Items] | ||||
Valuation allowance, increase (decrease), amount | $ 135,807,000 | $ 139,436,000 | $ 94,232,000 | |
Net operating loss carryforwards, federal | 962,000,000 | |||
Net operating loss carryforwards, state | $ 798,000,000 | |||
Deferred tax assets, operating loss carryforwards expiration period | 5 years | |||
Percentage of taxable income limitation | 80% | |||
Deferred tax assets, operating loss carryforwards expiration year | 2036 | |||
Unrecognized tax benefits | $ 100,000 | $ 2,975,000 | $ 968,000 | $ 229,000 |
Interest and penalties related to uncertain tax positions | $ 0 | |||
Number of foreign jurisdictions | jurisdiction | 3 | |||
Income tax examination, liability (refund) | $ 0 | |||
Federal | ||||
Operating Loss Carryforwards [Line Items] | ||||
Deferred tax assets, tax credit carryforwards, research | $ 300,000 | |||
Deferred tax assets, tax credit carryforwards, research expiration year | 2036 | |||
Year under examination | 2017 | |||
State | ||||
Operating Loss Carryforwards [Line Items] | ||||
Deferred tax assets, tax credit carryforwards, research | $ 400,000 | |||
Year under examination | 2017 |
Income taxes - Summary of Recon
Income taxes - Summary of Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning of the year | $ 2,975 | $ 968 | $ 229 |
Increase related to current year tax positions | 0 | 2,007 | 871 |
Increase related to prior year tax positions | 0 | 0 | 0 |
Decrease for tax positions of prior years | (2,875) | 0 | (129) |
Decrease due to expiration of statute of limitations | 0 | 0 | (3) |
End of the year | $ 100 | $ 2,975 | $ 968 |
Related party transactions (Det
Related party transactions (Details) | 12 Months Ended | ||||||||||
Jun. 06, 2023 shares | Jun. 07, 2022 shares | Mar. 08, 2021 shares | Sep. 21, 2020 shares | Jun. 22, 2020 USD ($) shares | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | Dec. 31, 2018 USD ($) shares | Jun. 30, 2020 USD ($) shares | Jul. 31, 2019 USD ($) | |
Related Party Transaction [Line Items] | |||||||||||
Stock issued during period value | $ | $ 133,657,000 | $ 186,987,000 | |||||||||
Related Party | Consulting Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares purchased for awards (in shares) | 159,769 | ||||||||||
Related Party | Bridge Notes | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Convertible preferred stock, shares issued upon conversion (in shares) | 3,402,528 | ||||||||||
Convertible preferred stock conversion ratio | 2.7162 | ||||||||||
Series A Convertible Preferred Stock | Related Party | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Convertible preferred stock, shares issued upon conversion (in shares) | 366,690 | ||||||||||
Convertible preferred stock conversion ratio | 2.7162 | ||||||||||
Class A Common Stock | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock, outstanding (in shares) | 316,589,859 | 187,599,812 | |||||||||
Class A Common Stock | Related Party | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Restricted stocks issued (in shares) | 25,658 | 24,271 | |||||||||
Roderick K Randall | Related Party | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt issued | $ | $ 220,000 | $ 100,000 | |||||||||
Mr. Randall and Series Fisker | Related Party | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares purchased for awards (in shares) | 67,905 | ||||||||||
Mr. Randall and Series Fisker | Series A Convertible Preferred Stock | Related Party | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock issued during period (in shares) | 1,236,610 | ||||||||||
Stock issued during period value | $ | $ 924,984 | ||||||||||
Mr. Randall and Series Fisker | Class A Common Stock | Related Party | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares purchased for awards (in shares) | 13,581 | ||||||||||
Nadine I Watt Jameson Family Trust | Series A Convertible Preferred Stock | Related Party | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock issued during period (in shares) | 135,000 | ||||||||||
Stock issued during period value | $ | $ 100,980 | ||||||||||
Mrs. Watt | Related Party | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Restricted stocks issued (in shares) | 36,653 | 24,271 | |||||||||
Mrs. Watt | Class A Common Stock | Related Party | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares purchased for awards (in shares) | 13,581 | ||||||||||
Mrs. Watt | Class A Common Stock | Related Party | Second Quarter | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Award vesting period (in years) | 12 months | ||||||||||
Mr. Jameson | Class A Common Stock | Related Party | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares purchased for awards (in shares) | 14,939 | ||||||||||
Mr. Zuklie | Related Party | Restricted Stock | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Restricted stocks issued (in shares) | 40,805 | 24,271 | |||||||||
Awards granted (in shares) | 2,711 | ||||||||||
Mr. Zuklie | Related Party | Restricted Stock | First Quarter | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Award vesting period (in years) | 12 months | ||||||||||
Mr. Zuklie | Class A Common Stock | Related Party | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock, outstanding (in shares) | 54,461 | ||||||||||
Orrick | Related Party | Expenses For Legal Services | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party transaction, amount | $ | $ 1,500,000 | $ 9,100,000 | $ 1,800,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Cost of Goods Sold | |
Other Commitments [Line Items] | |
Loss contingency, estimate of possible loss | $ 25.6 |
Subsequent events (Details)
Subsequent events (Details) | 1 Months Ended | 2 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||
Apr. 04, 2024 USD ($) | Mar. 18, 2024 USD ($) tranche | Mar. 15, 2024 USD ($) | Aug. 31, 2021 USD ($) $ / shares shares | Mar. 14, 2024 USD ($) $ / shares shares | Dec. 29, 2023 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | Apr. 16, 2024 USD ($) | Mar. 05, 2024 shares | Sep. 29, 2023 shares | Jul. 10, 2023 USD ($) | Dec. 31, 2020 USD ($) | Oct. 29, 2020 shares | |
Subsequent Event [Line Items] | |||||||||||||||
Cash and cash equivalents | $ 325,452,000 | $ 736,549,000 | $ 1,202,439,000 | $ 991,158,000 | |||||||||||
Restricted cash | 70,447,000 | 0 | 0 | ||||||||||||
Proceeds from issuance of convertible notes | $ 450,000,000 | $ 0 | $ 667,500,000 | ||||||||||||
Common Class A | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Common stock, authorized (in shares) | shares | 1,250,000,000 | 1,250,000,000 | 1,250,000,000 | 750,000,000 | |||||||||||
Convertible Senior Notes Due 2025 | 2025 senior secured convertible notes | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Converted instrument, amount | $ 145,500,000 | $ 213,400,000 | |||||||||||||
Stock issuance costs and redemption payments (in shares) | shares | 106,129,828 | ||||||||||||||
Debt issued | $ 340,000,000 | ||||||||||||||
Convertible Senior Notes Due 2025 | 2025 senior secured convertible notes | Minimum | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Debt instrument initial conversion price (in dollars per share) | $ / shares | $ 1.17 | ||||||||||||||
Convertible Senior Notes Due 2025 | 2025 senior secured convertible notes | Maximum | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Debt instrument initial conversion price (in dollars per share) | $ / shares | $ 5.57 | ||||||||||||||
Convertible Senior Notes Due 2026 | Common Class A | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Stock issuance costs and redemption payments (in shares) | shares | 0.0507743 | ||||||||||||||
Convertible Senior Notes Due 2026 | 2025 senior secured convertible notes | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Debt instrument initial conversion price (in dollars per share) | $ / shares | $ 19.70 | ||||||||||||||
Debt issued | $ 667,500,000 | ||||||||||||||
Proceeds from issuance of notes | $ 562,200,000 | ||||||||||||||
Subsequent Event | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Cash and cash equivalents | $ 53,900,000 | ||||||||||||||
Restricted cash | $ 11,200,000 | ||||||||||||||
Forbearance fee | $ 500,000 | ||||||||||||||
Subsequent Event | Minimum | Common Class A | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Common stock, authorized (in shares) | shares | 1,250,000,000 | ||||||||||||||
Subsequent Event | Maximum | Common Class A | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Common stock, authorized (in shares) | shares | 2,000,000,000 | ||||||||||||||
Subsequent Event | Convertible Senior Notes Due 2025 | 2025 senior secured convertible notes | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Converted instrument, amount | $ 181,500,000 | ||||||||||||||
Stock issuance costs and redemption payments (in shares) | shares | 1,039,773,708 | ||||||||||||||
Subsequent Event | Convertible Senior Notes Due 2025 | 2025 senior secured convertible notes | Minimum | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Debt instrument initial conversion price (in dollars per share) | $ / shares | $ 0.01 | ||||||||||||||
Subsequent Event | Convertible Senior Notes Due 2025 | 2025 senior secured convertible notes | Maximum | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Debt instrument initial conversion price (in dollars per share) | $ / shares | $ 1.23 | ||||||||||||||
Subsequent Event | Convertible Senior Notes Due 2024 | 2025 senior secured convertible notes | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Debt issued | $ 166,700,000 | ||||||||||||||
Debt original issue discount rate | 10% | ||||||||||||||
Proceeds from issuance of notes | $ 150,000,000 | ||||||||||||||
Number of tranches | tranche | 4 | ||||||||||||||
Proceeds from issuance of convertible notes | $ 35,000,000 | ||||||||||||||
Debt instrument, term (in years) | 3 months | ||||||||||||||
Subsequent Event | Convertible Senior Notes Due 2024 | 2025 senior secured convertible notes | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Basis spread on variable rate | 12% | ||||||||||||||
Subsequent Event | Convertible Senior Notes Due 2024 | 2025 senior secured convertible notes | Secured Overnight Financing Rate (SOFR) | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Basis spread on variable rate | 4% | ||||||||||||||
Subsequent Event | Convertible Senior Notes Due 2026 | 2025 senior secured convertible notes | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Accrued interest to be paid | $ 8,400,000 |