Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 08, 2021 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Entity File Number | 001-38824 | |
Entity Registrant Name | Canoo Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 83-1476189 | |
Entity Address State Or Province | CA | |
Entity Address, Address Line One | 19951 Mariner Avenue | |
Entity Address, City or Town | Torrance | |
Entity Address, Postal Zip Code | 90503 | |
City Area Code | 424 | |
Local Phone Number | 271-2144 | |
Title of 12(b) Security | Common stock, $0.0001 par value per share | |
Trading Symbol | GOEV | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 238,630,287 | |
Entity Central Index Key | 0001750153 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 414,904 | $ 702,422 |
Restricted cash | 1,410 | |
Prepaids and other current assets | 14,546 | 6,463 |
Total current assets | 430,860 | 708,885 |
Property and equipment, net | 140,867 | 30,426 |
Operating lease right-of-use assets | 14,501 | 12,913 |
Other assets | 28,319 | 1,246 |
Total assets | 614,547 | 753,470 |
Current liabilities | ||
Accounts payable | 63,322 | 17,243 |
Accrued expenses and other current liabilities | 43,388 | 10,625 |
Total current liabilities | 106,710 | 27,868 |
Contingent earnout shares liability | 32,337 | 133,503 |
Private placement warrants liability | 6,613 | |
Operating lease liabilities | 14,032 | 13,262 |
Long-term debt | 6,943 | |
Other long-term liabilities | 39 | |
Total liabilities | 153,079 | 188,228 |
Commitments and contingencies (Note 8) | ||
Stockholders' equity | ||
Common stock, $0.0001 par value; 500,000 authorized; 237,603 and 235,753 issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 24 | 24 |
Additional paid-in capital | 1,015,461 | 910,579 |
Accumulated deficit | (554,017) | (345,361) |
Total stockholders' equity | 461,468 | 565,242 |
Total liabilities and stockholders' equity | $ 614,547 | $ 753,470 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000 | 500,000 |
Common stock, shares issued | 237,603 | 235,753 |
Common stock, shares outstanding | 237,603 | 235,753 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
Revenue | $ 2,550 | $ 2,550 | ||
Costs and Operating Expenses | ||||
Cost of revenue, excluding depreciation | 670 | 670 | ||
Research and development expenses, excluding depreciation | $ 59,387 | 18,923 | $ 158,033 | 52,858 |
Selling, general and administrative expenses, excluding depreciation | 45,510 | 8,405 | 144,072 | 15,897 |
Depreciation | 2,109 | 1,738 | 6,317 | 5,179 |
Total costs and operating expenses | 107,006 | 29,736 | 308,422 | 74,604 |
Loss from operations | (107,006) | (27,186) | (308,422) | (72,054) |
Other (expense) income | ||||
Interest income (expense) | 33 | (1,094) | 79 | (10,465) |
(Loss) gain on fair value change in contingent earnout shares liability | 25,764 | 101,166 | ||
Loss on fair value change in private placement warrants liability | (1,639) | |||
Gain on extinguishment of debt | 5,045 | 5,045 | ||
Other expense (income), net | 334 | (155) | 160 | (47) |
Loss before income taxes | (80,875) | (23,390) | (208,656) | (77,521) |
Net loss and comprehensive loss | $ (80,875) | $ (23,390) | $ (208,656) | $ (77,521) |
Per Share Data: | ||||
Net loss per share, basic and diluted | $ (0.35) | $ (0.20) | $ (0.92) | $ (0.82) |
Weighted-average shares outstanding, basic and diluted | 228,477,000 | 116,292,697 | 226,747,000 | 94,057,501 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Shareholder's Equity - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated deficit | Total |
Balance as of beginning of period at Dec. 31, 2019 | $ 11 | $ 202,796 | $ (258,675) | $ (55,868) |
Balance as of beginning of period (shares) at Dec. 31, 2019 | 108,838,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of shares upon exercise of stock options (shares) | 424,000 | |||
Gain on extinguishment of related party convertible debt | 8,264 | 8,264 | ||
Stock-based compensation | 389 | 389 | ||
Net loss and comprehensive loss | (30,890) | (30,890) | ||
Balance as of end of period at Mar. 31, 2020 | $ 11 | 211,449 | (289,565) | (78,105) |
Balance as of end of period (shares) at Mar. 31, 2020 | 109,262,000 | |||
Balance as of beginning of period at Dec. 31, 2019 | $ 11 | 202,796 | (258,675) | (55,868) |
Balance as of beginning of period (shares) at Dec. 31, 2019 | 108,838,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss and comprehensive loss | (77,521) | |||
Balance as of end of period at Sep. 30, 2020 | $ 11 | 248,613 | (336,196) | (87,572) |
Balance as of end of period (shares) at Sep. 30, 2020 | 105,842,000 | |||
Balance as of beginning of period at Mar. 31, 2020 | $ 11 | 211,449 | (289,565) | (78,105) |
Balance as of beginning of period (shares) at Mar. 31, 2020 | 109,262,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Repurchase of unvested shares - forfeitures | (25) | (25) | ||
Repurchase of unvested shares - forfeitures (shares) | (3,127,000) | |||
Stock-based compensation | 351 | 351 | ||
Net loss and comprehensive loss | (23,241) | (23,241) | ||
Balance as of end of period at Jun. 30, 2020 | $ 11 | 211,775 | (312,806) | (101,020) |
Balance as of end of period (shares) at Jun. 30, 2020 | 106,135,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Repurchase of unvested shares - forfeitures | (2) | (2) | ||
Repurchase of unvested shares - forfeitures (shares) | (293,000) | |||
Gain on extinguishment of related party convertible debt | 36,521 | 36,521 | ||
Stock-based compensation | 319 | 319 | ||
Net loss and comprehensive loss | (23,390) | (23,390) | ||
Balance as of end of period at Sep. 30, 2020 | $ 11 | 248,613 | (336,196) | (87,572) |
Balance as of end of period (shares) at Sep. 30, 2020 | 105,842,000 | |||
Balance as of beginning of period at Dec. 31, 2020 | $ 24 | 910,579 | (345,361) | 565,242 |
Balance as of beginning of period (shares) at Dec. 31, 2020 | 235,753,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Proceeds from exercise of public warrants | 6,867 | 6,867 | ||
Proceeds from exercise of public warrants (shares) | 597,000 | |||
Repurchase of unvested shares - forfeitures | (2) | (2) | ||
Repurchase of unvested shares - forfeitures (shares) | (118,000) | |||
Issuance of shares for restricted stock units vested (shares) | 1,230,000 | |||
Issuance of shares upon exercise of stock options (shares) | 37,000 | |||
Stock-based compensation | 45,146 | 45,146 | ||
Conversion of private placement warrants to public warrants | 8,252 | 8,252 | ||
Net loss and comprehensive loss | (15,227) | (15,227) | ||
Balance as of end of period at Mar. 31, 2021 | $ 24 | 970,842 | (360,588) | 610,278 |
Balance as of end of period (shares) at Mar. 31, 2021 | 237,499,000 | |||
Balance as of beginning of period at Dec. 31, 2020 | $ 24 | 910,579 | (345,361) | $ 565,242 |
Balance as of beginning of period (shares) at Dec. 31, 2020 | 235,753,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Proceeds from exercise of public warrants (shares) | 598,175 | |||
Conversion of private placement warrants to public warrants | $ 8,252 | |||
Net loss and comprehensive loss | (208,656) | |||
Balance as of end of period at Sep. 30, 2021 | $ 24 | 1,015,461 | (554,017) | 461,468 |
Balance as of end of period (shares) at Sep. 30, 2021 | 237,603,000 | |||
Balance as of beginning of period at Mar. 31, 2021 | $ 24 | 970,842 | (360,588) | 610,278 |
Balance as of beginning of period (shares) at Mar. 31, 2021 | 237,499,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Repurchase of unvested shares - forfeitures | (2) | (2) | ||
Repurchase of unvested shares - forfeitures (shares) | (56,000) | |||
Issuance of shares for restricted stock units vested (shares) | 114,000 | |||
Issuance of shares upon exercise of stock options (shares) | 6,000 | |||
Stock-based compensation | 25,514 | 25,514 | ||
Net loss and comprehensive loss | (112,554) | (112,554) | ||
Balance as of end of period at Jun. 30, 2021 | $ 24 | 996,354 | (473,142) | 523,236 |
Balance as of end of period (shares) at Jun. 30, 2021 | 237,563,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Proceeds from exercise of public warrants | 12 | $ 12 | ||
Proceeds from exercise of public warrants (shares) | 1,000 | 1,061 | ||
Repurchase of unvested shares - forfeitures | (3) | $ (3) | ||
Repurchase of unvested shares - forfeitures (shares) | (391,000) | |||
Issuance of shares for restricted stock units vested (shares) | 418,000 | |||
Issuance of shares upon exercise of stock options (shares) | 12,000 | |||
Stock-based compensation | 19,098 | 19,098 | ||
Net loss and comprehensive loss | (80,875) | (80,875) | ||
Balance as of end of period at Sep. 30, 2021 | $ 24 | $ 1,015,461 | $ (554,017) | $ 461,468 |
Balance as of end of period (shares) at Sep. 30, 2021 | 237,603,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||||
Net loss | $ (80,875) | $ (23,390) | $ (208,656) | $ (77,521) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation | 2,109 | 1,738 | 6,317 | 5,179 |
Non-cash operating lease expense | 774 | 471 | ||
Loss on the disposal of property and equipment | 9 | |||
Debt discount amortization | 2,590 | |||
Gain on extinguishment of debt | (5,045) | (5,045) | ||
Stock-based compensation | 89,758 | 1,059 | ||
Gain on fair value change in contingent earnout share liability | (25,764) | (101,166) | ||
Loss on fair value change in private placement warrants liability | (1,639) | |||
Changes in operating assets and liabilities: | ||||
Prepaids and other current assets | (8,915) | (3,186) | ||
Other assets | (939) | 726 | ||
Accounts payable | 23,920 | 1,082 | ||
Accrued interest expense | 7,927 | |||
Accrued expenses and other current liabilities | 16,647 | 1,618 | ||
Net cash used in operating activities | (180,621) | (65,091) | ||
Cash flows from investing activities: | ||||
Purchases of property and equipment | (73,976) | (1,209) | ||
Prepayment to VDL Nedcar | (26,134) | |||
Net cash used in investing activities | (100,110) | (1,209) | ||
Cash flows from financing activities: | ||||
Proceeds from related party convertible debt and derivative liability | 90,000 | |||
Proceeds from issuance of ordinary shares | 3 | |||
Proceeds from convertible debt | 90,500 | |||
Loan advance | 7,017 | |||
Repurchase of restricted ordinary shares | (7) | (27) | ||
Proceeds from public warrants exercised | 6,879 | |||
Repurchase of unvested shares | (7) | (27) | ||
Payment of offering costs | (5,306) | (1,307) | ||
Repayment of PPP loan | (6,943) | |||
Repayments on loan advance | 57 | |||
Net cash (used in) provided by financing activities | (5,377) | 186,129 | ||
Net increase in cash, cash equivalents, and restricted cash | (286,108) | 119,829 | ||
Cash, cash equivalents, and restricted cash, beginning of period | 702,422 | 29,507 | ||
Cash, cash equivalents, and restricted cash, end of period | 416,314 | 149,336 | 416,314 | 149,336 |
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets | ||||
Cash and cash equivalents at end of period | 414,904 | 148,836 | 414,904 | 148,836 |
Restricted cash | 1,410 | 500 | 1,410 | 500 |
Total cash, cash equivalents, and restricted cash at end of period shown in the condensed consolidated statements of cash flows | $ 416,314 | $ 149,336 | 416,314 | 149,336 |
Supplemental non-cash investing and financing activities | ||||
Acquisition of property and equipment included in current liabilities | 46,774 | 4,137 | ||
Offering costs included in accounts payable | 8,001 | |||
Recognition of operating lease right of use asset | 2,362 | |||
Conversion of private placement warrants to public warrants | 8,252 | |||
Gain on extinguishment of convertible debt recorded in additional paid-in capital | 44,785 | |||
Deferred offering costs included in accrued and other current liabilities | 2,254 | |||
Exchange of convertible debt | 291,309 | |||
Issuance of long-term debt in exchange for loan advance | $ 7,017 | |||
Supplemental disclosures of cash flow information | ||||
Cash paid for interest | $ 60 |
Organization and Business
Organization and Business | 9 Months Ended |
Sep. 30, 2021 | |
Organization and Business | |
Organization and Business | 1. Organization and Business Canoo Inc. (“Canoo” or the “Company”) is a mobility technology company with a mission to bring electric vehicles (“EVs”) to everyone. The Company has developed a breakthrough EV platform that it believes will enable it to rapidly innovate, and bring new products addressing multiple use cases to market faster than its competition and at lower cost. Business Combination On December 21, 2020 (the “Closing Date”), Hennessy Capital Acquisition Corp. IV (“HCAC”) consummated the previously announced merger pursuant to that certain Merger Agreement and Plan of Reorganization, dated August 17, 2020 (the “Merger Agreement”), by and among HCAC, HCAC IV First Merger Sub, Ltd., an exempted company incorporated with limited liability in the Cayman Islands and a direct, a wholly owned subsidiary of HCAC (“First Merger Sub”), EV Global Holdco LLC (f/k/a HCAC IV Second Merger Sub, LLC), a Delaware limited liability company and a direct, wholly owned subsidiary of HCAC (“Second Merger Sub”), and Canoo Holdings Ltd., an exempted company incorporated with limited liability in the Cayman Islands (“Legacy Canoo”). Pursuant to the terms of the Merger Agreement, a business combination between HCAC and Legacy Canoo was effected through the merger of (a) First Merger Sub with and into Legacy Canoo, with Legacy Canoo surviving as a wholly-owned subsidiary of HCAC (Legacy Canoo, in its capacity as the surviving corporation of the merger, the “Surviving Corporation”) and (b) the Surviving Corporation with and into Second Merger Sub, with Second Merger Sub being the surviving entity, which ultimately resulted in Legacy Canoo becoming a wholly-owned direct subsidiary of HCAC (all transactions collectively, the “Business Combination”). On the Closing Date, and in connection with the closing of the Business Combination, HCAC changed its name to Canoo Inc. and the Company’s common stock began trading on The Nasdaq Global Select Market under the ticker symbol GOEV. The financial statements included in this report reflect (i) the historical operating results of Legacy Canoo prior to the Business Combination; (ii) the combined results of HCAC and Legacy Canoo following the closing of the Business Combination; (iii) the assets and liabilities of Legacy Canoo at their historical cost; and (iv) the Company’s equity structure for all periods presented. Recent Developments On June 16, 2021, the Company and VDL Nedcar B.V. (“VDL Nedcar”) entered into a binding term sheet for vehicle contract manufacturing (the “Term Sheet”). On July 1, 2021, the Company made a $30.4 million pre-payment to VDL Nedcar pursuant to the Term Sheet, which was classified as an investing outflow in the accompanying condensed statement of cash flows. During the three months ended September 30, 2021, VDL Nedcar utilized $4.3 million of the prepayment to purchase property and equipment on behalf of the Company. The remaining $26.1 million is classified as a long-term asset in Other Assets in the accompanying condensed consolidated balance sheet as of September 30, 2021. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Basis of Presentation and Summary of Significant Accounting Policies | 2. Basis of Presentation and Summary of Significant Accounting Policies These unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and accounting principles generally accepted in the United States (“GAAP”) for interim reporting. Accordingly, certain notes or other information that are normally required by GAAP have been omitted if they substantially duplicate the disclosures contained in the Company’s annual audited consolidated financial statements. Accordingly, the unaudited condensed consolidated financial statements should be read in connection with the Company’s audited financial statements and related notes as of and for the year ended December 31, 2020 (“Annual Report on Form 10-K”). Results of operations reported for interim periods are not necessarily indicative of results for the entire year. In the opinion of management, the Company has made all adjustments necessary to present fairly its condensed consolidated financial statements for the periods presented. Such adjustments are of a normal, recurring nature. The accompanying unaudited condensed consolidated financial statements include the results of the Company and its subsidiaries. The Company’s comprehensive loss is the same as its net loss. Except for any updates below, no material changes have been made to the Company’s significant accounting policies disclosed in Note 2 of the Notes to the Consolidated Financial Statements in Part II, Item 8 of the Annual Report on Form 10-K. Retroactive Application of Recapitalization The Business Combination on December 21, 2020 was accounted for as a recapitalization of equity structure. Pursuant to GAAP, the Company retrospectively recasted the weighted-average shares included within its condensed consolidated statements of operations for the three and nine months ended September 30, 2020. Legacy Canoo redeemable convertible preference shares – Angel Series (“Angel Shares”) and Legacy Canoo redeemable convertible preference shares – Seed Series (“Seed Shares”) were converted to Legacy Canoo A series redeemable convertible preference shares and later were exchanged into Legacy Canoo ordinary shares. The basic and diluted weighted-average Legacy Canoo ordinary shares are retroactively converted to shares of the Company’s common stock to conform to the recasted condensed consolidated statements of stockholders' equity (deficit). The following table summarizes the weighted-average common stock of the Company, basic and diluted for the three and nine months ended September 30, 2020 after factoring all retroactive application of recapitalization. 12/21/20 Weighted Merger Recapitalized Days Average As Conversion Common Outstanding % of Common Date Description Calculated Ratio Stock in 2020 weighting Shares 3 months ended 9/30/2020 Weighted-average shares, basic and diluted 8,997,164 1.24 11,151,398 100 % 11,151,398 12/31/2018 Angel Shares 51,316,627 92 100 % 51,316,627 3/4/2019 Seed Shares 11,107,496 92 100 % 11,107,496 5/6/2019 Seed Shares 11,107,495 92 100 % 11,107,495 8/16/2020 Convertible Debt 63,219,362 46 50 % 31,609,681 116,292,697 12/21/20 Weighted As Merger Recapitalized Days Average Previously Conversion Common Outstanding % of Common Date Description Reported Ratio Stock in 2020 weighting Shares 9 months ended 9/30/2020 Weighted-average shares, basic and diluted 7,997,527 1.24 9,912,414 100 % 9,912,414 12/31/2018 Angel Shares 51,316,627 274 100 % 51,316,627 3/4/2019 Seed Shares 11,107,496 274 100 % 11,107,496 5/6/2019 Seed Shares 11,107,495 274 100 % 11,107,495 8/16/2020 Convertible Debt 63,219,362 46 17 % 10,613,470 94,057,501 COVID-19 Beginning in the first quarter of 2021, there has been increasing availability and administration of vaccines against COVID-19 in many parts of the world, as well as an easing of restrictions on social, business, travel and government activities and functions. On the other hand, virus variants, infection rates and regulations continue to fluctuate in various regions and there are ongoing global impacts resulting from the pandemic, including challenges and increases in costs for logistics and supply chains and intermittent supplier delays. The Company has also previously been affected by temporary facility closures, employment and compensation adjustments, and impediments to administrative activities supporting its product research and development. Ultimately, the Company cannot predict the duration or severity of the COVID-19 pandemic or any variant thereof. The Company will continue to monitor macroeconomic conditions to remain flexible and to optimize and evolve its business as appropriate. To do this, the Company plans to project demand and infrastructure requirements globally and to deploy its workforce and other resources accordingly. Fair Value of Financial Instruments The Company applies the provisions of ASC 820, Fair Value Measurements and Disclosures ● Level 1 Quoted prices in active markets for identical assets or liabilities. ● Level 2 Observable inputs other than Level 1 quoted prices, such as quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active for identical or similar assets and liabilities, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 Valuations are based on inputs that are unobservable and significant to the overall fair value measurement of the assets or liabilities. Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis as required by ASC 820, by level, within the fair value hierarchy as of September 30, 2021 and December 31, 2020 (in thousands): September 30, 2021 Fair Value Level 1 Level 2 Level 3 Assets Money Market Funds $ 416,314 $ 416,314 $ — $ — Liability Contingent earnout shares liability $ 32,337 $ — $ — $ 32,337 December 31, 2020 Fair Value Level 1 Level 2 Level 3 Assets Money Market Funds $ 702,422 $ 702,422 $ — $ — Liability Contingent earnout shares liability $ 133,503 $ — $ — $ 133,503 Private placement warrants liability $ 6,613 $ — $ 6,613 $ — As described in Note 8, in connection with the Company’s agreement with Panasonic, there is a standby letter of credit of $0.8 million at September 30 2021 which is included in restricted cash. The letter of credit has a two-year term and will not be drawn upon unless the Company fails to make its invoice payments. Further, as of September 30, 2021, the company had $0.6 million in refundable customer deposits included in restricted cash. As described in Note 11, the Company has a contingent obligation to issue 15.0 million shares of the Company’s common stock to certain stockholders and employees upon the achievement of certain market share price milestones within specified periods following the Business Combination (the “Earnout Shares”). Upon the occurrence of a bankruptcy or liquidation, any unissued Earnout Shares would be fully issued regardless of whether the share price target has been met. The Earnout Shares are accounted for as a contingent liability and its fair value is determined using Level 3 inputs, since estimating the fair value of this contingent liability requires the use of significant and subjective inputs that may and are likely to change over the duration of the liability with related changes in internal and external market factors. The tranches were valued using the Monte Carlo simulation of the stock prices based on historical and implied market volatility of a peer group of public companies. Additionally, as described in Note 13, the private placement warrants that were outstanding were converted to public warrants on March 2, 2021. The private placement warrants were accounted for as a liability and its fair value is determined using Level 2 inputs, since the Company’s public warrants are actively traded and the Company’s private placement warrants have terms and provisions that are identical to those of the public warrants. Following is a summary of the change in fair value of contingent Earnout Shares liability and private placement warrants liability for the nine months ended September 30, 2021 (in thousands). Earnout Shares Liability Beginning fair value at December 31, 2020 $ 133,503 Change in fair value during the period (101,166) Ending fair value at September 30, 2021 $ 32,337 Private Placement Warrants Liability Beginning fair value at December 31, 2020 $ 6,613 Change in fair value during the period 1,639 Conversion of private placement warrants to public warrants (8,252) Ending fair value at September 30, 2021 $ — |
Immaterial correction of prior
Immaterial correction of prior period financial statements | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Immaterial correction of prior period financial statements | 3. Immaterial correction of prior period financial statements Subsequent to issuance of the Company’s Annual Report on Form 10-K for the year-ended December 31, 2020, on April 12, 2021, the SEC Division of Corporation of Finance released Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “Statement”). Upon review and analysis of the Statement, management determined that the Company’s private placement warrants issued in connection with HCAC's IPO on March 5, 2019 do not meet the scope exception from derivative accounting prescribed by ASC 815-40, Contracts in Entity’s Own Equity The impact of the misstatement as of December 31, 2020 resulted in an understatement of the private placement warrants liability of $6.6 million, and an overstatement of accumulated deficit and additional paid-in capital of $3.1 million and $9.7 million, respectively. Accordingly, management is correcting the relevant financial statements and related footnotes as of December 31, 2020 within these condensed consolidated financial statements. Management has evaluated the materiality of these misstatements based on an analysis of quantitative and qualitative factors and concluded they were not material to the prior period financial statements, individually or in aggregate. The following tables reflect the impact of the immaterial correction on the Company’s previously reported consolidated balance sheet as of December 31, 2020 (in thousands): As of December 31, 2020 As Previously Warrants Reported Adjustments As Corrected Consolidated Balance Sheet Private placement warrants liability — 6,613 6,613 Total liabilities 181,615 6,613 188,228 Stockholders' equity (deficit) Additional paid in capital 920,324 (9,745) 910,579 Accumulated deficit (348,493) 3,132 (345,361) Total stockholders' equity (deficit) 571,855 (6,613) 565,242 |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2021 | |
Recent Accounting Pronouncements | |
Recent Accounting Pronouncements | 4. Recent Accounting Pronouncements Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”), in the form of Accounting Standards Updates (“ASUs”), to the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable or are expected to have immaterial impact on the Company’s consolidated financial position, results of operations or cash flows. Recently Issued Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued ASU No. 2020-06 In May 2021, the FASB issued ASU No. 2021 04 - |
Property and Equipment, net
Property and Equipment, net | 9 Months Ended |
Sep. 30, 2021 | |
Property and Equipment, net | |
Property and Equipment, net | 5. Property and Equipment, net Property and equipment, net consisted of the following (in thousands): September 30, December 31, 2021 2020 Machinery and equipment $ 14,823 $ 15,292 Computer hardware 4,458 2,464 Computer software 7,409 5,159 Vehicles 298 63 Furniture and fixtures 740 519 Leasehold improvements 14,932 14,559 Construction-in-progress 117,437 5,283 160,097 43,339 Less: Accumulated depreciation (19,230) (12,913) Property and equipment, net $ 140,867 $ 30,426 Construction-in-progress is primarily related to the development of manufacturing lines as well as equipment and tooling necessary in the production of the Company’s vehicles. Completed tooling assets will be transferred to their respective asset classes and depreciation will begin when an asset is ready for its intended use. As of September 30, 2021, manufacturing has not begun and therefore no depreciation on tooling has been recognized to date. Depreciation expense for property and equipment was $2.1 million and $6.3 million for the three and nine months ended September 30, 2021, respectively. Depreciation expense for property and equipment was $1.7 million and $5.2 million for the three and nine months ended September 30, 2020, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Accrued Expenses | |
Accrued Expenses and Other Current Liabilities | 6. Accrued Expenses and Other Current Liabilities Accrued expenses consisted of the following (in thousands): September 30, December 31, 2021 2020 Accrued property and equipment purchases $ 16,132 $ 3,992 Accrued research and development purchases 8,831 2,420 Accrued professional fees 11,914 1,386 Other accrued expenses 6,511 2,827 Total accrued expenses $ 43,388 $ 10,625 |
Long-term debt
Long-term debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt | |
Long-term debt | 7. Long-term debt On July 7, 2020, Legacy Canoo entered into a promissory note for loan proceeds under the Paycheck Protection Program (the “PPP”) (the “PPP Loan”) administered by the Small Business Administration (“SBA”) established under Division A, Title I of the CARES Act. Loan advance proceeds were received by the Company in April 2020, and therefore were accounted for as a financing cash inflow in the condensed consolidated statement of cash flows for the nine months ended September 30, 2020. The PPP provides for loans to qualifying businesses for amounts up to 2.5 times the average monthly payroll expenses of the business, subject to certain limitations. The Company used the PPP Loan proceeds for purposes consistent with the provisions of the PPP. On May 14, 2021, the Company repaid its PPP Loan in full, which was accounted for as a financing cash outflow in the condensed consolidated statement of cash flows for the nine months ended September 30, 2021. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies | |
Commitments and Contingencies | 8. Commitments and Contingencies Commitments Refer to Note 9 for information regarding operating lease commitments. In connection with the Company’s Sales Agreement (the “Sales Agreement”) with Panasonic Industrial Devices Sales Company of America, a Division of Panasonic Corporation of America (“PIDSA”) and Sanyo Electric Co. Ltd., acting through its Mobility Energy Business Division (“SANYO”, and together with PIDSA, “Panasonic”), there is a standby letter of credit of $0.8 million as of September 30, 2021. This letter of credit will not be drawn upon unless the Company fails to make its invoice payments. Legal Proceedings From time to time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of business. Some of these claims, lawsuits and other proceedings may involve highly complex issues that are subject to substantial uncertainties, and could result in damages, fines, penalties, non-monetary sanctions or relief. On April 2, 2021 and April 9, 2021, the Company was named as a defendant in putative class action complaints filed in California on behalf of individuals who purchased or acquired shares of the Company’s stock during a specified period. Through the complaint, plaintiffs are seeking, among other things, compensatory damages. On June 25, 2021, the Company was named as a nominal defendant in a stockholder derivative complaint filed in Delaware. Through the stockholder derivative complaint, the plaintiff is asserting claims against certain of the Company’s current and former officers and directors and seeking, among other things, damages. The final determinations of liability arising from these litigation matters will only be made following comprehensive investigations and litigation processes. In addition, on April 29, 2021, the SEC’s Division of Enforcement advised that it has opened an investigation related to, among other things, HCAC’s initial public offering, HCAC’s merger with the Company and the concurrent PIPE offering, historical movements in the Company, the Company’s operations, business model, revenues, revenue strategy, customer agreements, earnings, and other related topics, along with the recent departures of certain of the Company’s officers. The SEC has informed the Company that its current investigation is a fact-finding inquiry. The SEC has also informed the Company that the investigation does not indicate that it has concluded that anyone has violated the law, and does not indicate that it has a negative opinion of any person, entity or security. We are providing the requested information and cooperating fully with the SEC investigation. At this time, the Company does not consider any such claims, lawsuits or proceedings that are currently pending, individually or in the aggregate, including the matters referenced above, to be material to the Company’s business or likely to result in a material adverse effect on its future operating results, financial condition or cash flows should such proceedings be resolved unfavorably. Indemnifications In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to vendors, lessors, investors, directors, officers, employees and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of such agreements, services to be provided by the Company, or from intellectual property infringement claims made by third-parties. These indemnifications may survive termination of the underlying agreement and the maximum potential amount of future payments the Company could be required to make under these indemnification provisions may not be subject to maximum loss clauses. The Company provided indemnifications to certain of its officers and employees with respect to claims filed by a former employer. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Operating Leases | 9. Operating Leases On February 28, 2018, Legacy Canoo, via a wholly owned subsidiary, entered into a lease for an office facility in Torrance, California (“Torrance lease”) with an entity controlled by certain investors of Legacy Canoo, which was assigned to another entity controlled by certain investors of Legacy Canoo on April 30, 2018. The original lease term is 15 years 5 years 3 months In June 2021, the Torrance lease property was sold to a non-related party lessor. The change in lessor did not impact the terms and conditions of the Torrance lease. As such, payments made to the new landlord after June 2021 will not be considered as a related party lease expense. The Torrance lease and Justin lease contain the option to extend the terms of the leases for two additional 60-month 60-month The Company has determined that the leases do not effectively transfer control of the underlying facilities to the Company based on the lease terms and, accordingly, the Company has classified the leases as operating leases. As such, the rent and property taxes are expensed on a straight-line basis in the condensed consolidated statements of operations. Related party lease expense related to these leases was $0.1 million and $1.2 million for the three and nine months ended September 30, 2021, respectively. Related party lease expense related to these operating leases was $0.4 million and $1.3 million for the three and nine months ended September 30, 2020, respectively. The weighted average remaining lease term at September 30, 2021 and December 31, 2020 was 10.9 12.3 Maturities of the Company’s operating lease liabilities at September 30, 2021 were as follows (in thousands): Operating Lease 2021 (excluding the nine months ended September 30, 2021) $ 467 2022 1,909 2023 1,966 2024 2,025 2025 2,085 Thereafter 14,194 Total lease payments 22,646 Less: imputed interest (1) 7,852 Present value of operating lease liabilities 14,794 Current portion of operating lease liabilities (2) 762 Operating lease liabilities, net of current portion $ 14,032 (1) Calculated using the incremental borrowing rate (2) Included within Accrued expenses and other current liabilities line item on the Condensed Consolidated Balance Sheet. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 10. Related Party Transactions On November 25, 2020, Legacy Canoo entered into an agreement, which remains in effect, with Tony Aquila, Executive Chairman and Chief Executive Officer (“CEO”) of the Company, to reimburse Mr. Aquila for certain air travel expenses based on certain agreed upon criteria (“aircraft reimbursement”). The total aircraft reimbursement to Mr. Aquila for the use of an aircraft owned by Aquila Family Ventures, LLC (“AFV”), an entity controlled by Mr. Aquila, for the purposes related to the business of the Company was approximately $0.5 million and $1.5 million for the three and nine months ended September 30, 2021, respectively. |
Contingent Earnout Shares Liabi
Contingent Earnout Shares Liability | 9 Months Ended |
Sep. 30, 2021 | |
Embedded Derivative | |
Contingent Earnout Shares Liability | 11. Contingent Earnout Shares Liability As part of the Business Combination, certain stockholders and employees are entitled to additional consideration in the form of Earnout Shares of the Company’s common stock to be issued when the Company’s common stock’s price achieves certain market share price milestones within specified periods following the Business Combination on December 21, 2020. The Earnout Shares do not have employment requirement and will be issued in tranches based on the following conditions: 1. If the closing share price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within any consecutive 30-trading day period prior to the two-year anniversary of the Closing Date (“$18 Milestone”), then the Company is required to issue an aggregate of 5.0 million shares of its common stock to holders with the contingent right to receive Earnout Shares. These Earnout Shares may instead be issued in the event of a Change of Control (as defined in the Merger Agreement) prior to the two-year anniversary of the Closing Date if the per share consideration in such transaction is at least $18. 2. If the closing share price of the Company’s common stock equals or exceeds $25.00 per share for any 20 trading days within any consecutive 30-trading day period prior to the four-year anniversary of the Closing Date (“$25 Milestone”), then the Company is required to issue an aggregate of 5.0 million shares of its common stock to holders with the contingent right to receive Earnout Shares. These Earnout Shares may instead be issued in the event of a Change of Control (as defined in the Merger Agreement) prior to the four-year anniversary of the Closing Date if the per share consideration in such transaction is at least $25. 3. If the closing share price of the Company’s common stock equals or exceeds $30.00 per share for any 20 trading days within any consecutive 30-trading day period prior to the five-year anniversary of the Business Combination Closing Date (“$30 Milestone”), then the Company is required to issue an aggregate of 5.0 million shares of its common stock to holders with the contingent right to receive Earnout Shares. These Earnout Shares may instead be issued in the event of a Change of Control (as defined in the Merger Agreement) prior to the five-year anniversary of the Closing Date if the per share consideration in such transaction is at least $30. Pursuant to the guidance under ASC 815, Derivatives and Hedging As of December 21, 2020, the initial fair value of the Earnout Shares liability was recognized at $248.9 million with a corresponding reduction from the additional paid-in capital in stockholders’ (deficit) equity. As of September 30, 2021 and December 31, 2020 the fair value of the Earnout Shares liability was estimated to be $32.3 million and $133.5 million, respectively. The Company recognized a gain on the fair value change in Earnout Shares liability of $25.8 million and $101.2 million as other income (expense) in its condensed consolidated statement of operations for the three and nine months ended September 30, 2021, respectively. |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Stock-based Compensation | |
Stock-based Compensation | 12. Stock-based Compensation On the Closing Date of the Business Combination, the Legacy Canoo 2018 Employee Stock Option Plan (“Legacy Canoo 2018 Equity Plan”) was converted to the Company’s 2018 Employee Stock Option and Grant Plan (“2018 Equity Plan”) with the Legacy Canoo ordinary shares authorized for issuance pursuant to previously issued awards converted at the Exchange Ratio of 1.239434862 to the Company’s common stock and the exercise price per option and purchase price per restricted shares decreased proportionately by the same conversion ratio. See additional discussion on the retroactive application of recapitalization in Note 2 of the Notes to the Consolidated Financial Statements in Part II, Item 8 of the Annual Report on Form 10-K. Stock Options Employees are eligible to be granted options to purchase shares of the Company’s common stock under the Company’s equity plans. All options granted will expire ten years from their date of issuance. Stock options granted generally vest 25% on the one-year three years Under the 2018 Equity Plan, employees may exercise stock options prior to vesting. The Company has the right to repurchase any unvested (but issued) shares upon termination of service of an employee at the original exercise price. The consideration received for the early exercise of an option is considered to be a deposit and the related amount is recorded as a liability. Restricted Stock Awards (“RSAs”) The Company’s RSAs consist of restricted shares. From November 4, 2018 to May 6, 2019, Legacy Canoo sold restricted shares to its founders, which include certain investors, for a converted purchase price of $0.008 per share (the “Founder Restricted Shares”), with the following vesting conditions: 12.5% vest when the Legacy Canoo achieves $100 million in cumulative funding from inception (which condition was satisfied December 18, 2018, accordingly this portion of the 2019 awards was vested upon issuance); 37.5% vest ratably over a period of thirty-six months from December 18, 2018; and 50% vest on the date the Company starts commercial production of its first vehicle (“SOP”), which the Company determined was not probable of being met as of December 31, 2020. On December 18, 2020, Legacy Canoo approved an amendment to change the SOP vesting goal of all eligible Founder Restricted Shares held by Legacy Canoo’s executives to time-based vesting with a merger trigger, which was satisfied on December 21, 2020. The investor-held Founder Restricted Shares’ SOP vesting goal was not amended. The amended time-based vesting of the SOP portion has a cliff vesting of 25% on March 18, 2020 with the remaining shares vesting quarterly over 36 months thereafter. The amendment was accounted for as a grant modification in December 2020. The Company has an irrevocable, exclusive option to repurchase all or any portion of the unvested Founder Restricted Shares at the converted original per share purchase price for the shares upon termination or the cessation of services provided by the stockholder. Restricted Stock Units (“RSUs”) Under the 2020 Equity Incentive Plan, employees are compensated through various forms of equity, including RSUs. Each RSU represents a contingent right to receive one share of the Company’s common stock. During the three months ended September 30, 2021, no RSUs were granted. During the nine months ended September 30, 2021, 6,985,548 RSUs were granted, of which 998,994 vested immediately and the remainder subject to time-based vesting. On May 14, 2021, the Company awarded 500,000 RSUs to the CEO. The RSUs vest in one-third increments on the first, second, and third anniversaries of the vesting commencement date, December 21, 2020, subject to continuous service. Performance-Based Restricted Stock Units (“PSUs”) PSUs represent the right to receive a share of the Company’s common stock if service, performance, and market conditions, or a combination thereof, are met over a defined period. PSUs that contain a market condition, such as stock price milestones, are subject to a Monte-Carlo simulation model to determine the grant date fair value by simulating a range of possible future stock prices for the Company over the performance period. The grant date fair value of the market condition PSUs is recognized as compensation expense over the greater of the Monte Carlo simulation model’s derived service period and the arrangement’s explicit service period, assuming both conditions must be met. PSUs subject to performance conditions, such as operational milestones, are measured on the grant date, the total fair value of which is calculated as the product of the number of PSUs and the grant date stock price. Compensation expense for PSUs with a performance condition is recorded each period based upon a probability assessment of the expected outcome of the performance metric with a final adjustment upon measurement at the end of the performance period. The following PSUs were granted to the CEO in the second quarter of 2021, with a total grant date fair value of approximately $15.9 million: ● During April 2021, in connection with the appointment of the CEO, the Company awarded 2,000,000 PSUs. The PSUs will vest in one-third increments based upon the achievement of certain stock price milestones during the performance period ending October 2025. In addition, the PSUs are subject to a service condition which requires continuous service through October 2023; ● During May 2021, the Company awarded 1,703,828 PSUs. The PSUs vest based on the Company's achievement of certain specified stock price milestones over a three-year performance period ending May 2024, subject to continued service with the Company through the applicable vesting dates; and ● During May 2021, the Company awarded 300,000 PSUs whereby vesting depends upon the occurrence of certain operational milestone events by May 2024. As of grant date, the Company’s analysis determined that these operational milestone events are probable of achievement. The compensation expense recognized for the PSUs awarded to the CEO in the second quarter of 2021 was $1.8 million and $3.0 million for the three and nine months ended September 30, 2021, respectively. The following table summarizes the Company’s stock-based compensation expense by line item for the three- and nine months ended periods presented in the condensed consolidated statements of operations (in thousands): Three months ended Nine months ended September 30, September 30, 2021 2020 2021 2020 Research and development $ 5,810 $ 225 $ 22,634 $ 688 Selling, general and administrative 13,288 94 67,124 371 Total $ 19,098 $ 319 $ 89,758 $ 1,059 The Company’s total unrecognized compensation cost as of September 30, 2021, was $59.6 million. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Warrants | |
Warrants | 13. Warrants As of September 30, 2021, the Company had 23,755,169 public warrants outstanding. Each public warrant entitles the registered holder to purchase one share of the Company’s common stock at a price of $11.50 per share, subject to adjustment. The public warrants will expire on the fifth anniversary of the Closing Date of the Business Combination, or earlier upon redemption or liquidation. The Company may call the public warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days prior written notice of redemption; and ● if, and only if, the last reported closing price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If the Company calls the public warrants for redemption, management will have the option to require all holders that wish to exercise the public warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. On March 2, 2021, all of the private placement warrants were converted to public warrants. As noted in Note 3, the private placement warrants were accounted for as a liability until the private placement warrants were converted to public warrants. There were 1,061 and 598,175 public warrants exercised for the three and nine months ended September 30, 2021, respectively, for total proceeds of $6.9 million. |
Net Loss per Share
Net Loss per Share | 9 Months Ended |
Sep. 30, 2021 | |
Net Loss per Share | |
Net Loss per Share | 14. Net Loss per Share The condensed consolidated statements of operations include the basic and diluted net loss per share. The following table presents the potential shares that were excluded from the computation of diluted net loss per share, because their effect was anti-dilutive as follows (in thousands): September 30, 2021 2020 Early exercise of unvested stock options 3,146 6,864 Options to purchase common stock 285 352 Restricted common stock shares 5,123 13,631 Restricted and performance stock units 15,086 5,555 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Taxes | |
Income Taxes | 15. Income Taxes As the Company has not generated any taxable income since inception, the cumulative deferred tax assets remain fully offset by a valuation allowance, and no benefit from federal or state income taxes has been included in the condensed consolidated financial statements. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events | |
Subsequent Events | 16. Subsequent Events On October 6, 2021, the Company awarded 1,468,429 time-based RSUs equal to $10 million to Josette Sheeran, in connection with her appointment to President of the Company on July 26, 2021. The number of units awarded was based upon the fair market value of the Company’s common stock on October 4, 2021. On October 19, 2021, the Company entered into the Sales Agreement effective October 15, 2021, with Panasonic for the supply of lithium-ion battery cells. The agreement stipulates an upfront non-refundable $30 million payment payable in tranches through March 2022 and provides for purchase commitments by the Company during an initial purchase period from August 2022 through December 2023. On October 20, 2021, the Company entered into a lease for an office and research and development laboratory facility in Auburn Hills, Michigan, to facilitate the Company’s continued personnel growth and support strong supplier relationships in this region. The total minimum lease payments over the initial lease term of approximately 11 years is $12.7 million. On November 4, 2021, the CEO was awarded 6,000,000 PSUs based on the Company's achievement of certain specified stock price milestones over a five-year performance period ending November 2026, subject to continued service with the Company through the applicable vesting dates. The Company has analyzed its operations subsequent to September 30, 2021 through the date these financial statements were issued and has determined that it does not have any additional material subsequent events to disclose. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Basis of Presentation | These unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and accounting principles generally accepted in the United States (“GAAP”) for interim reporting. Accordingly, certain notes or other information that are normally required by GAAP have been omitted if they substantially duplicate the disclosures contained in the Company’s annual audited consolidated financial statements. Accordingly, the unaudited condensed consolidated financial statements should be read in connection with the Company’s audited financial statements and related notes as of and for the year ended December 31, 2020 (“Annual Report on Form 10-K”). Results of operations reported for interim periods are not necessarily indicative of results for the entire year. In the opinion of management, the Company has made all adjustments necessary to present fairly its condensed consolidated financial statements for the periods presented. Such adjustments are of a normal, recurring nature. |
Consolidation | The accompanying unaudited condensed consolidated financial statements include the results of the Company and its subsidiaries. The Company’s comprehensive loss is the same as its net loss. |
Material changes | Except for any updates below, no material changes have been made to the Company’s significant accounting policies disclosed in Note 2 of the Notes to the Consolidated Financial Statements in Part II, Item 8 of the Annual Report on Form 10-K. |
Retroactive Application of Recapitalization | Retroactive Application of Recapitalization The Business Combination on December 21, 2020 was accounted for as a recapitalization of equity structure. Pursuant to GAAP, the Company retrospectively recasted the weighted-average shares included within its condensed consolidated statements of operations for the three and nine months ended September 30, 2020. Legacy Canoo redeemable convertible preference shares – Angel Series (“Angel Shares”) and Legacy Canoo redeemable convertible preference shares – Seed Series (“Seed Shares”) were converted to Legacy Canoo A series redeemable convertible preference shares and later were exchanged into Legacy Canoo ordinary shares. The basic and diluted weighted-average Legacy Canoo ordinary shares are retroactively converted to shares of the Company’s common stock to conform to the recasted condensed consolidated statements of stockholders' equity (deficit). The following table summarizes the weighted-average common stock of the Company, basic and diluted for the three and nine months ended September 30, 2020 after factoring all retroactive application of recapitalization. 12/21/20 Weighted Merger Recapitalized Days Average As Conversion Common Outstanding % of Common Date Description Calculated Ratio Stock in 2020 weighting Shares 3 months ended 9/30/2020 Weighted-average shares, basic and diluted 8,997,164 1.24 11,151,398 100 % 11,151,398 12/31/2018 Angel Shares 51,316,627 92 100 % 51,316,627 3/4/2019 Seed Shares 11,107,496 92 100 % 11,107,496 5/6/2019 Seed Shares 11,107,495 92 100 % 11,107,495 8/16/2020 Convertible Debt 63,219,362 46 50 % 31,609,681 116,292,697 12/21/20 Weighted As Merger Recapitalized Days Average Previously Conversion Common Outstanding % of Common Date Description Reported Ratio Stock in 2020 weighting Shares 9 months ended 9/30/2020 Weighted-average shares, basic and diluted 7,997,527 1.24 9,912,414 100 % 9,912,414 12/31/2018 Angel Shares 51,316,627 274 100 % 51,316,627 3/4/2019 Seed Shares 11,107,496 274 100 % 11,107,496 5/6/2019 Seed Shares 11,107,495 274 100 % 11,107,495 8/16/2020 Convertible Debt 63,219,362 46 17 % 10,613,470 94,057,501 |
COVID-19 | COVID-19 Beginning in the first quarter of 2021, there has been increasing availability and administration of vaccines against COVID-19 in many parts of the world, as well as an easing of restrictions on social, business, travel and government activities and functions. On the other hand, virus variants, infection rates and regulations continue to fluctuate in various regions and there are ongoing global impacts resulting from the pandemic, including challenges and increases in costs for logistics and supply chains and intermittent supplier delays. The Company has also previously been affected by temporary facility closures, employment and compensation adjustments, and impediments to administrative activities supporting its product research and development. Ultimately, the Company cannot predict the duration or severity of the COVID-19 pandemic or any variant thereof. The Company will continue to monitor macroeconomic conditions to remain flexible and to optimize and evolve its business as appropriate. To do this, the Company plans to project demand and infrastructure requirements globally and to deploy its workforce and other resources accordingly. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies the provisions of ASC 820, Fair Value Measurements and Disclosures ● Level 1 Quoted prices in active markets for identical assets or liabilities. ● Level 2 Observable inputs other than Level 1 quoted prices, such as quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active for identical or similar assets and liabilities, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 Valuations are based on inputs that are unobservable and significant to the overall fair value measurement of the assets or liabilities. Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis as required by ASC 820, by level, within the fair value hierarchy as of September 30, 2021 and December 31, 2020 (in thousands): September 30, 2021 Fair Value Level 1 Level 2 Level 3 Assets Money Market Funds $ 416,314 $ 416,314 $ — $ — Liability Contingent earnout shares liability $ 32,337 $ — $ — $ 32,337 December 31, 2020 Fair Value Level 1 Level 2 Level 3 Assets Money Market Funds $ 702,422 $ 702,422 $ — $ — Liability Contingent earnout shares liability $ 133,503 $ — $ — $ 133,503 Private placement warrants liability $ 6,613 $ — $ 6,613 $ — As described in Note 8, in connection with the Company’s agreement with Panasonic, there is a standby letter of credit of $0.8 million at September 30 2021 which is included in restricted cash. The letter of credit has a two-year term and will not be drawn upon unless the Company fails to make its invoice payments. Further, as of September 30, 2021, the company had $0.6 million in refundable customer deposits included in restricted cash. As described in Note 11, the Company has a contingent obligation to issue 15.0 million shares of the Company’s common stock to certain stockholders and employees upon the achievement of certain market share price milestones within specified periods following the Business Combination (the “Earnout Shares”). Upon the occurrence of a bankruptcy or liquidation, any unissued Earnout Shares would be fully issued regardless of whether the share price target has been met. The Earnout Shares are accounted for as a contingent liability and its fair value is determined using Level 3 inputs, since estimating the fair value of this contingent liability requires the use of significant and subjective inputs that may and are likely to change over the duration of the liability with related changes in internal and external market factors. The tranches were valued using the Monte Carlo simulation of the stock prices based on historical and implied market volatility of a peer group of public companies. Additionally, as described in Note 13, the private placement warrants that were outstanding were converted to public warrants on March 2, 2021. The private placement warrants were accounted for as a liability and its fair value is determined using Level 2 inputs, since the Company’s public warrants are actively traded and the Company’s private placement warrants have terms and provisions that are identical to those of the public warrants. Following is a summary of the change in fair value of contingent Earnout Shares liability and private placement warrants liability for the nine months ended September 30, 2021 (in thousands). Earnout Shares Liability Beginning fair value at December 31, 2020 $ 133,503 Change in fair value during the period (101,166) Ending fair value at September 30, 2021 $ 32,337 Private Placement Warrants Liability Beginning fair value at December 31, 2020 $ 6,613 Change in fair value during the period 1,639 Conversion of private placement warrants to public warrants (8,252) Ending fair value at September 30, 2021 $ — |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Schedule of assets and liabilities measured at fair value on a recurring basis | September 30, 2021 Fair Value Level 1 Level 2 Level 3 Assets Money Market Funds $ 416,314 $ 416,314 $ — $ — Liability Contingent earnout shares liability $ 32,337 $ — $ — $ 32,337 December 31, 2020 Fair Value Level 1 Level 2 Level 3 Assets Money Market Funds $ 702,422 $ 702,422 $ — $ — Liability Contingent earnout shares liability $ 133,503 $ — $ — $ 133,503 Private placement warrants liability $ 6,613 $ — $ 6,613 $ — |
Summary of the change in fair value of contingent earnout shares liability | Beginning fair value at December 31, 2020 $ 133,503 Change in fair value during the period (101,166) Ending fair value at September 30, 2021 $ 32,337 |
Summary of the change in fair value of warrant liability | Beginning fair value at December 31, 2020 $ 6,613 Change in fair value during the period 1,639 Conversion of private placement warrants to public warrants (8,252) Ending fair value at September 30, 2021 $ — |
Retroactive Application of Recapitalization [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Schedule of retroactive recapitalization | 12/21/20 Weighted Merger Recapitalized Days Average As Conversion Common Outstanding % of Common Date Description Calculated Ratio Stock in 2020 weighting Shares 3 months ended 9/30/2020 Weighted-average shares, basic and diluted 8,997,164 1.24 11,151,398 100 % 11,151,398 12/31/2018 Angel Shares 51,316,627 92 100 % 51,316,627 3/4/2019 Seed Shares 11,107,496 92 100 % 11,107,496 5/6/2019 Seed Shares 11,107,495 92 100 % 11,107,495 8/16/2020 Convertible Debt 63,219,362 46 50 % 31,609,681 116,292,697 12/21/20 Weighted As Merger Recapitalized Days Average Previously Conversion Common Outstanding % of Common Date Description Reported Ratio Stock in 2020 weighting Shares 9 months ended 9/30/2020 Weighted-average shares, basic and diluted 7,997,527 1.24 9,912,414 100 % 9,912,414 12/31/2018 Angel Shares 51,316,627 274 100 % 51,316,627 3/4/2019 Seed Shares 11,107,496 274 100 % 11,107,496 5/6/2019 Seed Shares 11,107,495 274 100 % 11,107,495 8/16/2020 Convertible Debt 63,219,362 46 17 % 10,613,470 94,057,501 |
Immaterial correction of prio_2
Immaterial correction of prior period financial statements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting For Derivative Liability [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Schedule of immaterial correction for derivative liability | As of December 31, 2020 As Previously Warrants Reported Adjustments As Corrected Consolidated Balance Sheet Private placement warrants liability — 6,613 6,613 Total liabilities 181,615 6,613 188,228 Stockholders' equity (deficit) Additional paid in capital 920,324 (9,745) 910,579 Accumulated deficit (348,493) 3,132 (345,361) Total stockholders' equity (deficit) 571,855 (6,613) 565,242 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property and Equipment, net | |
Schedule of Property and Equipment, net | September 30, December 31, 2021 2020 Machinery and equipment $ 14,823 $ 15,292 Computer hardware 4,458 2,464 Computer software 7,409 5,159 Vehicles 298 63 Furniture and fixtures 740 519 Leasehold improvements 14,932 14,559 Construction-in-progress 117,437 5,283 160,097 43,339 Less: Accumulated depreciation (19,230) (12,913) Property and equipment, net $ 140,867 $ 30,426 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accrued Expenses | |
Schedule of Accrued Expenses and Other Current Liabilities | September 30, December 31, 2021 2020 Accrued property and equipment purchases $ 16,132 $ 3,992 Accrued research and development purchases 8,831 2,420 Accrued professional fees 11,914 1,386 Other accrued expenses 6,511 2,827 Total accrued expenses $ 43,388 $ 10,625 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | Operating Lease 2021 (excluding the nine months ended September 30, 2021) $ 467 2022 1,909 2023 1,966 2024 2,025 2025 2,085 Thereafter 14,194 Total lease payments 22,646 Less: imputed interest (1) 7,852 Present value of operating lease liabilities 14,794 Current portion of operating lease liabilities (2) 762 Operating lease liabilities, net of current portion $ 14,032 (1) Calculated using the incremental borrowing rate (2) Included within Accrued expenses and other current liabilities line item on the Condensed Consolidated Balance Sheet. |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Stock-based Compensation | |
Summary of stock-based compensation expense by line item | Three months ended Nine months ended September 30, September 30, 2021 2020 2021 2020 Research and development $ 5,810 $ 225 $ 22,634 $ 688 Selling, general and administrative 13,288 94 67,124 371 Total $ 19,098 $ 319 $ 89,758 $ 1,059 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Net Loss per Share | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | September 30, 2021 2020 Early exercise of unvested stock options 3,146 6,864 Options to purchase common stock 285 352 Restricted common stock shares 5,123 13,631 Restricted and performance stock units 15,086 5,555 |
Organization and Business (Deta
Organization and Business (Details) - USD ($) $ in Thousands | Jul. 01, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Prepayment to VDL Nedcar | $ (26,134) | ||||
Purchases of property and equipment | 73,976 | $ 1,209 | |||
Long-term asset | $ 28,319 | 28,319 | $ 1,246 | ||
Manufacturing Services Agreement With VDL Nedcar [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Prepayment to VDL Nedcar | $ (30,400) | ||||
Purchases of property and equipment | 4,300 | ||||
Long-term asset | $ 26,100 | $ 26,100 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Recapitalization (Details) - shares | 3 Months Ended | 9 Months Ended | |||||||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 21, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | |
Reclassification [Line Items] | |||||||||||
Stock conversion, shares received per share converted | 1.239434862 | ||||||||||
Weighted-average shares outstanding, basic and diluted | 228,477,000 | 116,292,697 | 226,747,000 | 94,057,501 | |||||||
Conversion Of Stock, Angel Shares [Member] | |||||||||||
Reclassification [Line Items] | |||||||||||
Retroactive Application of Merger Recapitalization, Share | 51,316,627 | 51,316,627 | |||||||||
Weighted-average shares outstanding, basic and diluted | 51,316,627 | 51,316,627 | |||||||||
Days outstanding | 92 days | 274 days | |||||||||
Weighting Percentage | 100.00% | 100.00% | |||||||||
Conversion Of Stock, Seed Shares Issued March 4 2019 [Member] | |||||||||||
Reclassification [Line Items] | |||||||||||
Retroactive Application of Merger Recapitalization, Share | 11,107,496 | 11,107,496 | |||||||||
Weighted-average shares outstanding, basic and diluted | 11,107,496 | 11,107,496 | |||||||||
Days outstanding | 92 days | 274 days | |||||||||
Weighting Percentage | 100.00% | 100.00% | |||||||||
Conversion Of Stock, Seed Shares Issued May 6 2019 [Member] | |||||||||||
Reclassification [Line Items] | |||||||||||
Retroactive Application of Merger Recapitalization, Share | 11,107,495 | 11,107,495 | |||||||||
Weighted-average shares outstanding, basic and diluted | 11,107,495 | 11,107,495 | |||||||||
Days outstanding | 92 days | 274 days | |||||||||
Weighting Percentage | 100.00% | 100.00% | |||||||||
Conversion Of Stock, Convertible Debt [Member] | |||||||||||
Reclassification [Line Items] | |||||||||||
Retroactive Application of Merger Recapitalization, Share | 63,219,362 | 63,219,362 | |||||||||
Weighted-average shares outstanding, basic and diluted | 31,609,681 | 10,613,470 | |||||||||
Days outstanding | 46 days | 46 days | |||||||||
Weighting Percentage | 50.00% | 17.00% | |||||||||
Common Stock | |||||||||||
Reclassification [Line Items] | |||||||||||
Stock conversion, shares received per share converted | 1.239434862 | 1.239434862 | |||||||||
Retroactive Application of Merger Recapitalization, Share | 11,151,398 | 9,912,414 | |||||||||
Shares, Outstanding | 237,603,000 | 105,842,000 | 237,603,000 | 105,842,000 | 237,563,000 | 237,499,000 | 235,753,000 | 106,135,000 | 109,262,000 | 108,838,000 | |
Weighted-average shares outstanding, basic and diluted | 11,151,398 | 9,912,414 | |||||||||
Weighting Percentage | 100.00% | 100.00% | |||||||||
Previously Reported | Common Stock | |||||||||||
Reclassification [Line Items] | |||||||||||
Weighted-average shares outstanding, basic and diluted | 8,997,164 | 7,997,527 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Fair Value, Contingent Liability (Details) - USD ($) $ in Thousands, shares in Millions | Dec. 31, 2020 | Dec. 21, 2020 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Standby Letter Of Credit In Restricted Cash | $ 800 | $ 800 | |||
Standby Letter Of Credit In Restricted Cash, Term | 2 years | ||||
Refundable customer deposits | 600 | $ 600 | |||
Addition/Recognition of contingent earnout share liability | $ 248,900 | ||||
Gain on fair value change in contingent earnout share liability | (25,764) | (101,166) | |||
Change in fair value during the period, warrants | $ (3,100) | 1,639 | |||
Conversion of private placement warrants to public warrants | $ (8,252) | (8,252) | |||
Earn Out Shares [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Liabilities, beginning fair value | 133,500 | 133,500 | |||
Liabilities, ending fair value | 133,500 | 32,300 | 32,300 | ||
Earn Out Shares [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Liabilities, beginning fair value | 133,503 | 133,503 | |||
Gain on fair value change in contingent earnout share liability | (101,166) | ||||
Liabilities, ending fair value | 133,503 | 32,337 | 32,337 | ||
Warrant Liability [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Liabilities, beginning fair value | 6,613 | 6,613 | |||
Change in fair value during the period, warrants | 1,639 | ||||
Conversion of private placement warrants to public warrants | (8,252) | ||||
Liabilities, ending fair value | 6,613 | ||||
Recurring | Earn Out Shares [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Liabilities, beginning fair value | 133,503 | 133,503 | |||
Liabilities, ending fair value | 133,503 | 32,337 | 32,337 | ||
Recurring | Warrant Liability [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Liabilities, beginning fair value | 6,613 | 6,613 | |||
Liabilities, ending fair value | 6,613 | ||||
Recurring | Money market funds | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Assets | 702,422 | 416,314 | 416,314 | ||
Recurring | Level 1 | Money market funds | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Assets | 702,422 | 416,314 | 416,314 | ||
Recurring | Level 2 | Warrant Liability [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Liabilities, beginning fair value | 6,613 | 6,613 | |||
Liabilities, ending fair value | 6,613 | ||||
Recurring | Level 3 | Earn Out Shares [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Liabilities, beginning fair value | $ 133,503 | 133,503 | |||
Liabilities, ending fair value | $ 133,503 | $ 32,337 | $ 32,337 | ||
Business Combination | Earn Out Shares [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Number of shares issued or issuable | 15 |
Immaterial correction of prio_3
Immaterial correction of prior period financial statements (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 21, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Private placement warrants liability | $ 6,613 | $ 9,700 | |||||||
Gain on change in fair value | (3,100) | $ 1,639 | |||||||
Retained Earnings (Accumulated Deficit) | (345,361) | (554,017) | |||||||
Additional Paid in Capital | 910,579 | 1,015,461 | |||||||
Liabilities | 188,228 | 153,079 | |||||||
Stockholders' Equity Attributable to Parent | 565,242 | $ 461,468 | $ 523,236 | $ 610,278 | $ (87,572) | $ (101,020) | $ (78,105) | $ (55,868) | |
Previously Reported | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Retained Earnings (Accumulated Deficit) | (348,493) | ||||||||
Additional Paid in Capital | 920,324 | ||||||||
Liabilities | 181,615 | ||||||||
Stockholders' Equity Attributable to Parent | 571,855 | ||||||||
Accounting For Derivative Liability [Member] | Revision of Prior Period, Reclassification, Adjustment [Member] | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Private placement warrants liability | 6,613 | ||||||||
Retained Earnings (Accumulated Deficit) | 3,132 | ||||||||
Additional Paid in Capital | (9,745) | ||||||||
Liabilities | 6,613 | ||||||||
Stockholders' Equity Attributable to Parent | $ (6,613) |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||||
Property and Equipment, Gross | $ 160,097 | $ 160,097 | $ 43,339 | ||
Less: Accumulated depreciation | (19,230) | (19,230) | (12,913) | ||
Property and Equipment, net | 140,867 | 140,867 | 30,426 | ||
Depreciation | 2,109 | $ 1,738 | 6,317 | $ 5,179 | |
Machinery and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and Equipment, Gross | 14,823 | 14,823 | 15,292 | ||
Computer hardware | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and Equipment, Gross | 4,458 | 4,458 | 2,464 | ||
Computer software | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and Equipment, Gross | 7,409 | 7,409 | 5,159 | ||
Vehicles | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and Equipment, Gross | 298 | 298 | 63 | ||
Furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and Equipment, Gross | 740 | 740 | 519 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and Equipment, Gross | 14,932 | 14,932 | 14,559 | ||
Construction in Progress [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and Equipment, Gross | $ 117,437 | $ 117,437 | $ 5,283 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Accrued Expenses | ||
Accrued property and equipment purchases | $ 16,132 | $ 3,992 |
Accrued research and development costs | 8,831 | 2,420 |
Accrued professional fees | 11,914 | 1,386 |
Other accrued expenses | 6,511 | 2,827 |
Total accrued expenses | $ 43,388 | $ 10,625 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Sep. 30, 2021USD ($) |
Commitments and Contingencies | |
Standby Letter Of Credit In Restricted Cash | $ 0.8 |
Leases (Details)
Leases (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)item | Sep. 30, 2020USD ($) | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | |||||
Lessee, Operating Lease, Percentage Of Escalation Clause Per Annum | 3.00% | ||||
Weighted average remaining lease term | 10 years 10 months 24 days | 10 years 10 months 24 days | 12 years 3 months 18 days | ||
Related Party Lease [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Related party transaction amount | $ | $ 0.1 | $ 0.4 | $ 1.2 | $ 1.3 | |
Office Facility In Torrance CA [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Lessee, Operating Lease, Term of Contract | 15 years | 15 years | |||
Number of options to extend the lease term | 2 | ||||
Lessee, Operating Lease, Renewal Term | 60 months | 60 months | |||
Office Facility In Justin, TX [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Lessee, Operating Lease, Term of Contract | 5 years 3 months | 5 years 3 months | |||
Number of options to extend the lease term | 1 | ||||
Lessee, Operating Lease, Renewal Term | 60 months | 60 months |
Leases - Maturity (Details)
Leases - Maturity (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Maturities of operating lease liabilities | ||
2021 (remainder) | $ 467 | |
2022 | 1,909 | |
2023 | 1,966 | |
2024 | 2,025 | |
2025 | 2,085 | |
Thereafter | 14,194 | |
Total lease payments | 22,646 | |
Less: imputed interest | 7,852 | |
Present value of operating lease liabilities | 14,794 | |
Current portion of operating lease liabilities | 762 | |
Operating lease liabilities, net of current portion | $ 14,032 | $ 13,262 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued Liabilities, Current |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Board of Directors Chairman [Member] | Related Party Aircraft Expense Reimbursement [Member] | ||
Related Party Transaction [Line Items] | ||
Related party transaction amount | $ 0.5 | $ 1.5 |
Contingent Earnout Shares Lia_2
Contingent Earnout Shares Liability (Details) $ / shares in Units, $ in Thousands, shares in Millions | Dec. 21, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($)D$ / sharesshares | Dec. 31, 2020USD ($) |
Embedded Derivative [Line Items] | ||||
Addition/Recognition of contingent earnout share liability | $ | $ 248,900 | |||
(Loss) gain on fair value change in contingent earnout shares liability | $ | $ 25,764 | $ 101,166 | ||
Earn Out Shares [Member] | ||||
Embedded Derivative [Line Items] | ||||
Fair value of derivative liability | $ | $ 32,300 | $ 32,300 | $ 133,500 | |
Earn Out Shares [Member] | Business Combination | ||||
Embedded Derivative [Line Items] | ||||
Number of shares issued or issuable | shares | 15 | |||
Contingent Consideration, Earnout Shares, Tranche 1 [Member] | ||||
Embedded Derivative [Line Items] | ||||
Earnout share price target | $ / shares | $ 18 | |||
Number of days to exceed target price | 20 | |||
Number of consecutive days in period for exceeding price | 30 | |||
Share price target period | 2 years | |||
Contingent Consideration, Earnout Shares, Tranche 1 [Member] | Business Combination | ||||
Embedded Derivative [Line Items] | ||||
Number of shares issued or issuable | shares | 5 | |||
Contingent Consideration, Earnout Shares, Tranche 2 [Member] | ||||
Embedded Derivative [Line Items] | ||||
Earnout share price target | $ / shares | $ 25 | |||
Number of days to exceed target price | 20 | |||
Number of consecutive days in period for exceeding price | 30 | |||
Share price target period | 4 years | |||
Contingent Consideration, Earnout Shares, Tranche 2 [Member] | Business Combination | ||||
Embedded Derivative [Line Items] | ||||
Number of shares issued or issuable | shares | 5 | |||
Contingent Consideration, Earnout Shares, Tranche 3 [Member] | ||||
Embedded Derivative [Line Items] | ||||
Earnout share price target | $ / shares | $ 30 | |||
Number of days to exceed target price | 20 | |||
Number of consecutive days in period for exceeding price | 30 | |||
Share price target period | 5 years | |||
Contingent Consideration, Earnout Shares, Tranche 3 [Member] | Business Combination | ||||
Embedded Derivative [Line Items] | ||||
Number of shares issued or issuable | shares | 5 |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock Options (Details) - shares | 9 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 21, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exchange ratio | 1.239434862 | ||
Common stock, shares issued | 237,603,000 | 235,753,000 | |
Options to purchase common shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration period | 10 years | ||
Options to purchase common shares | Share-based Payment Arrangement, Tranche One | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 25.00% | ||
Vesting period | 1 year | ||
Options to purchase common shares | Share-based Payment Arrangement, Tranche Two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years |
Stock-based Compensation - Rest
Stock-based Compensation - Restricted shares (Details) - Restricted common shares - USD ($) $ / shares in Units, $ in Millions | Dec. 18, 2020 | Dec. 17, 2020 |
Employee Stock Ownership Plan (ESOP), Shares in ESOP [Abstract] | ||
Purchase price per share | $ 0.008 | |
Vesting percentage | 25.00% | |
Vesting period | 36 months | |
Share-based Payment Arrangement, Tranche One | ||
Employee Stock Ownership Plan (ESOP), Shares in ESOP [Abstract] | ||
Vesting percentage | 12.50% | |
Cumulative funding trigger for vesting | $ 100 | |
Share-based Payment Arrangement, Tranche Two | ||
Employee Stock Ownership Plan (ESOP), Shares in ESOP [Abstract] | ||
Vesting percentage | 37.50% | |
Vesting period | 36 months | |
Share-based Payment Arrangement, Tranche Three | ||
Employee Stock Ownership Plan (ESOP), Shares in ESOP [Abstract] | ||
Vesting percentage | 50.00% |
Stock-based Compensation - RSAs
Stock-based Compensation - RSAs, RSUs, PSUs (Details) - USD ($) $ in Thousands | Nov. 04, 2021 | Oct. 06, 2021 | May 14, 2021 | May 31, 2021 | Apr. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Payment Arrangement, Expense | $ 19,098 | $ 319 | $ 89,758 | $ 1,059 | ||||||
RSUs | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares per unit | 1 | |||||||||
Granted | 0 | 6,985,548 | ||||||||
Vested | 998,994 | |||||||||
RSUs | Subsequent Event [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted | 1,468,429 | |||||||||
Total fair value of shares granted | $ 10,000 | |||||||||
PSUs | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Payment Arrangement, Expense | $ 1,800 | $ 3,000 | ||||||||
PSUs | Subsequent Event [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted | 6,000,000 | |||||||||
Chief Executive Officer [Member] | RSUs | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted | 500,000 | |||||||||
Chief Executive Officer [Member] | PSUs | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted | 2,000,000 | |||||||||
Grant date fair value | $ 15,900 | |||||||||
Chief Executive Officer [Member] | PSUs | Share-based Payment Arrangement, Tranche One | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted | 1,703,828 | |||||||||
Vesting period | 3 years | |||||||||
Chief Executive Officer [Member] | PSUs | Share-based Payment Arrangement, Tranche Two | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Granted | 300,000 |
Stock-based Compensation - Expe
Stock-based Compensation - Expense and unrecognized (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 19,098 | $ 319 | $ 89,758 | $ 1,059 |
Total unrecognized compensation cost related to options | 59,600 | 59,600 | ||
Research and development expense. | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 5,810 | 225 | 22,634 | 688 |
Selling, General and Administrative Expenses [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 13,288 | $ 94 | 67,124 | $ 371 |
PSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 1,800 | $ 3,000 |
Warrants (Details)
Warrants (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021$ / sharesshares | Mar. 31, 2021USD ($) | Sep. 30, 2021USD ($)D$ / sharesshares | |
Class of Warrant or Right [Line Items] | |||
Shares of common stock per warrant | shares | 1 | 1 | |
Warrant exercise price | $ / shares | $ 11.50 | $ 11.50 | |
Redemption price | $ / shares | $ 0.01 | ||
Minimum period for written notice of redemption | 30 days | ||
Closing price | $ / shares | $ 18 | ||
Trading days | D | 20 | ||
Consecutive trading days | 30 days | ||
Proceeds from exercise of public warrants (shares) | shares | 1,061 | 598,175 | |
Proceeds from public warrants exercised | $ | $ 6,900 | $ 6,879 | |
Public Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding | shares | 23,755,169 | 23,755,169 |
Net Loss per Share (Details)
Net Loss per Share (Details) - shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Early exercise of unvested share options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 3,146 | 6,864 |
Options to purchase common shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 285 | 352 |
Restricted common shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 5,123 | 13,631 |
RSUs And PSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 15,086 | 5,555 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Current Federal, State and Local, Tax Expense (Benefit) [Abstract] | ||
Income tax expense | $ 0 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | Nov. 04, 2021 | Oct. 19, 2021 | Oct. 06, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Oct. 20, 2021 |
Subsequent Event [Line Items] | ||||||
Total lease payments | $ 22,646 | $ 22,646 | ||||
RSUs | ||||||
Subsequent Event [Line Items] | ||||||
Granted | 0 | 6,985,548 | ||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Purchase commitment | $ 30,000 | |||||
Subsequent Event [Member] | Office And Research Facility In Auburn Hills MI [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Lessee, Operating Lease, Term of Contract | 11 years | |||||
Total lease payments | $ 12,700 | |||||
Subsequent Event [Member] | RSUs | ||||||
Subsequent Event [Line Items] | ||||||
Granted | 1,468,429 | |||||
Total fair value of shares granted | $ 10,000 | |||||
Subsequent Event [Member] | PSUs | ||||||
Subsequent Event [Line Items] | ||||||
Granted | 6,000,000 |