Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 23, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
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, Address Line One | 19951 Mariner Avenue | ||
Entity Address, City or Town | Torrance | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 90503 | ||
City Area Code | 424 | ||
Local Phone Number | 271-2144 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,048,499,609 | ||
Entity Common Stock, Shares Outstanding | 238,982,254 | ||
Entity Central Index Key | 0001750153 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Amendment Flag | false | ||
Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | ||
Trading Symbol | GOEV | ||
Warrant | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share | ||
Trading Symbol | GOEVW | ||
Security Exchange Name | NASDAQ |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Firm ID | 34 |
Auditor Name | Deloitte & Touche LLP |
Auditor Location | Los Angeles, California |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 224,721 | $ 702,422 |
Restricted cash | 2,771 | 0 |
Prepaids and other current assets | 63,814 | 6,463 |
Total current assets | 291,306 | 708,885 |
Property and equipment, net | 202,314 | 30,426 |
Operating lease right-of-use assets | 14,228 | 12,913 |
Other assets | 15,226 | 1,246 |
Total assets | 523,074 | 753,470 |
Current liabilities | ||
Accounts payable | 52,267 | 17,243 |
Accrued expenses and other current liabilities | 83,925 | 10,625 |
Total current liabilities | 136,192 | 27,868 |
Contingent earnout shares liability | 29,057 | 133,503 |
Private placement warrants liability | 0 | 6,613 |
Operating lease liabilities | 13,826 | 13,262 |
Long-term debt | 0 | 6,943 |
Other long-term liabilities | 0 | 39 |
Total liabilities | 179,075 | 188,228 |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity | ||
Preferred stock, $0.0001 par value; 10,000 authorized, no shares issued and outstanding at December 31, 2021 and 2020 | 0 | 0 |
Common stock, $0.0001 par value; 500,000 shares authorized; 238,578,366 and 235,753,000 issued and outstanding at December 31, 2021 and 2020, respectively | 24 | 24 |
Additional paid-in capital | 1,036,104 | 910,579 |
Accumulated deficit | (692,129) | (345,361) |
Total stockholders’ equity | 343,999 | 565,242 |
Total liabilities and stockholders’ equity | $ 523,074 | $ 753,470 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 238,578,366 | 235,753,000 |
Common stock, shares outstanding (in shares) | 238,578,366 | 235,753,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 0 | $ 2,550 |
Costs and Operating Expenses | ||
Cost of revenue, excluding depreciation | 0 | 670 |
Research and development expenses, excluding depreciation | 246,245 | 142,862 |
Selling, general and administrative expenses, excluding depreciation | 194,736 | 51,611 |
Depreciation | 8,921 | 7,125 |
Total costs and operating expenses | 449,902 | 202,268 |
Loss from operations | (449,902) | (199,718) |
Other (expense) income | ||
Interest income (expense) | 103 | (10,479) |
Gain on fair value change in contingent earnout shares liability | 104,446 | 115,375 |
(Loss) gain on fair value change in private placement warrants liability | (1,639) | 3,132 |
Gain on extinguishment of debt | 0 | 5,045 |
Other income (expense), net | 224 | (39) |
Loss before income taxes | (346,768) | (86,684) |
Provision for income taxes | 0 | (2) |
Net loss and comprehensive loss | $ (346,768) | $ (86,686) |
Per Share Data: | ||
Net loss per share, basic (in dollars per share) | $ (1.52) | $ (0.79) |
Net loss per share, diluted (in dollars per share) | $ (1.52) | $ (0.79) |
Weighted-average shares outstanding, basic (in shares) | 227,909 | 110,378 |
Weighted-average shares outstanding, diluted (in shares) | 227,909 | 110,378 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional paid-in capital | Accumulated deficit |
Balance as of beginning of period (in shares) at Dec. 31, 2019 | 108,838,000 | |||
Balance as of beginning of period at Dec. 31, 2019 | $ (55,868) | $ 11 | $ 202,796 | $ (258,675) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Exchange of related party convertible debt to common shares (in shares) | 41,259,000 | |||
Exchange of related party convertible debt to common shares | 207,782 | $ 4 | 207,778 | |
Exchange of convertible debt to common shares (in shares) | 21,960,000 | |||
Exchange of convertible debt to common shares | 86,757 | $ 2 | 86,755 | 0 |
Issuance of shares for restricted stock units vested (in shares) | 101,000 | |||
Issuance costs | 22,508 | |||
Issuance of shares upon exercise of share options (in shares) | 424,000 | |||
Settlement of offering costs | 0 | |||
Shares issued in offering, net of issuance costs (in shares) | 69,549,000 | |||
Shares issued in offering, net of issuance costs of $22,508 | 607,136 | $ 7 | 607,129 | |
Offering costs | (19,088) | (19,088) | ||
Repurchase of unvested shares - forfeitures (in shares) | (6,378,000) | |||
Stock-based compensation | 84,280 | 84,280 | ||
Settlement on restricted stock tax withholding | (448) | (448) | ||
Private placements warrant liability | (9,745) | (9,745) | ||
Contingent earnout shares liability | (248,878) | (248,878) | ||
Conversion of private placement warrants to public warrants | 0 | |||
Net loss and comprehensive loss | (86,686) | (86,686) | ||
Balance as of end of period (in shares) at Dec. 31, 2020 | 235,753,000 | |||
Balance as of end of period at Dec. 31, 2020 | $ 565,242 | $ 24 | 910,579 | (345,361) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Proceeds from exercise of public warrants (in shares) | 598,275 | 598,000 | ||
Proceeds from exercise of public warrants | $ 6,880 | 6,880 | ||
Issuance of shares for restricted stock units vested (in shares) | 3,684,000 | |||
Issuance of shares for restricted stock units vested | $ 0 | 0 | ||
Issuance of shares upon exercise of share options (in shares) | 70,396 | 70,000 | ||
Issuance of shares upon exercise of vested stock options | $ 1 | 1 | ||
Vesting of early exercised stock options and restricted stock awards | 49 | 49 | ||
Settlement of offering costs | 2,000 | 2,000 | ||
Repurchase of unvested shares - forfeitures (in shares) | (1,527,000) | |||
Repurchase of unvested shares – forfeitures | (17) | (17) | ||
Stock-based compensation | 108,360 | 108,360 | ||
Private placements warrant liability | 0 | |||
Conversion of private placement warrants to public warrants | 8,252 | 8,252 | ||
Net loss and comprehensive loss | (346,768) | (346,768) | ||
Balance as of end of period (in shares) at Dec. 31, 2021 | 238,578,000 | |||
Balance as of end of period at Dec. 31, 2021 | $ 343,999 | $ 24 | $ 1,036,104 | $ (692,129) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Cash flows from operating activities: | ||
Net loss and comprehensive loss | $ (346,768) | $ (86,686) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 8,921 | 7,125 |
Non-cash operating lease expense | 1,046 | 632 |
Debt discount amortization | 0 | 2,590 |
Gain on extinguishment of debt | 0 | (5,045) |
Stock-based compensation | 108,360 | 84,280 |
(Loss) gain on fair value change in private placement warrants liability | 1,639 | (3,132) |
Gain on fair value change of contingent earnout shares liability | (104,446) | (115,375) |
Other | 0 | 9 |
Changes in operating assets and liabilities: | ||
Prepaids and other current assets | (27,744) | (4,669) |
Other assets | (13,980) | 718 |
Accounts payable | 33,370 | 2,491 |
Accrued expenses and other current liabilities | 38,786 | 9,969 |
Other long-term liabilities | 0 | 39 |
Net cash used in operating activities | (300,816) | (107,054) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (136,594) | (7,558) |
Prepayment to VDL Nedcar | (26,134) | 0 |
Net cash used in investing activities | (162,728) | (7,558) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock for related party convertible debt | 0 | 90,000 |
Proceeds from issuance of common stock for convertible debt | 0 | 90,500 |
Proceeds from PPP loan | 0 | 7,064 |
Repayments on PPP loan | (6,943) | (47) |
Proceeds from issuance of unvested shares | 0 | 7 |
Repurchase of unvested shares | (17) | (64) |
Business combination and PIPE financing, gross proceeds | 0 | 629,604 |
Business combination and PIPE financing, issuance costs | 0 | (22,508) |
Settlement on restricted stock tax withholding | 0 | (448) |
Payment on stock warrant redemption | 0 | (800) |
Payment of offering costs | (11,307) | (5,781) |
Proceeds from exercise of public warrants | 6,880 | 0 |
Proceeds from the exercise of stock options | 1 | 0 |
Net cash (used in) provided by financing activities | (11,386) | 787,527 |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (474,930) | 672,915 |
Cash, cash equivalents, and restricted cash | ||
Cash, cash equivalents, and restricted cash, beginning of period | 702,422 | 29,507 |
Cash, cash equivalents, and restricted cash, end of period | 227,492 | 702,422 |
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets | ||
Cash and cash equivalents at end of period | 224,721 | 702,422 |
Restricted cash at end of period | 2,771 | 0 |
Total cash, cash equivalents, and restricted cash at end of period shown in the consolidated statements of cash flows | 227,492 | 702,422 |
Supplemental non-cash investing and financing activities | ||
Acquisition of property and equipment included in current liabilities | 52,512 | 3,992 |
Offering costs included in accrued expenses and other current liabilities | 0 | 815 |
Recognition of operating lease right of use asset | 2,362 | 0 |
Exchange of convertible debt | 0 | 291,309 |
Gain on extinguishment of related party convertible debt recorded in additional paid-in capital | 0 | 44,785 |
Recognition of contingent earnout shares liability | 0 | 248,878 |
Offering costs included in accounts payable | 0 | 12,492 |
Recognition of private placement warrants liability | 0 | 9,745 |
Conversion of private placement warrants to public warrants | 8,252 | 0 |
Settlement of offering costs | 2,000 | 0 |
Reclassification of deposit paid to VDL Nedcar to receivable | 30,440 | 0 |
Supplemental disclosures of cash flow information | ||
Cash paid for interest | 60 | 0 |
Redeemable Convertible Preferred Stock | ||
Supplemental non-cash investing and financing activities | ||
Exchange of redeemable convertible preference shares | 0 | 200,000 |
A Series Redeemable Convertible Preference Shares | ||
Supplemental non-cash investing and financing activities | ||
Exchange of redeemable convertible preference shares | 0 | 445,159 |
A-1 Series Redeemable Convertible Preference Shares | ||
Supplemental non-cash investing and financing activities | ||
Exchange of redeemable convertible preference shares | $ 0 | $ 95,091 |
Organization and Business
Organization and Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | Organization and Business Canoo Inc. (“Canoo” or the “Company”) is a mobility technology company with a mission to bring EVs to everyone. We have developed a breakthrough EV platform that we believe will enable us to rapidly innovate, and bring new products addressing multiple use cases to market faster than our 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 (“Common Stock”) began trading on The Nasdaq Global Select Market under the ticker symbol GOEV. For more information on this transaction see Note 4. Legacy Canoo was deemed to be the accounting acquirer in the Business Combination based on an analysis of the criteria outlined in Accounting Standards Codification (“ASC”) 805, Business Combinations . While HCAC was the legal acquirer in the Business Combination, because Legacy Canoo was deemed the accounting acquirer, for accounting purposes, the transaction was treated as a recapitalization of Legacy Canoo (i.e., a capital transaction involving the issuance of stock by HCAC for the stock of Legacy Canoo). Accordingly, the consolidated assets, liabilities and results of operations of Legacy Canoo became the historical financial statements of the combined company, and HCAC’s assets, liabilities and results of operations were consolidated with Legacy Canoo, upon the consummation of the Business Combination. The net assets of HCAC are recognized at historical cost (which is expected to be consistent with carrying value), with no goodwill or other intangible assets recorded. 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 prepayment to VDL Nedcar pursuant to the Term Sheet, which was classified as an investing outflow in the accompanying consolidated statement of cash flows. As of 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 was classified as a long-term asset in Other Assets as of September 30, 2021. On December 15, 2021, the Company and VDL Nedcar issued a joint press release announcing that they ceased discussions with respect to the Term Sheet. Upon termination of the Term Sheet, the Company had a right to a refund of the entire $30.4 million prepayment. As such, the $30.4 million prepayment is presented as a receivable in the accompanying consolidated balance sheet as of December 31, 2021. On October 19, 2021, the Company entered into an agreement effective October 15, 2021, 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”) for the supply of lithium-ion battery cells (the "Panasonic Agreement"). The agreement stipulates an upfront non-refundable $30.0 million payment payable in tranches through March 2022 and provides for cancellable purchases by the Company during an initial purchase period from August 2022 through December 2023. As of December 31, 2021, |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies A summary of the significant accounting policies followed by the Company in the preparation of the accompanying financial statements is set forth below. 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 . Accordingly, the private placement warrants should have been recognized by the Company at fair value as of the Closing Date and classified as a liability, rather than equity in the Company’s previously reported consolidated balance sheet as of December 31, 2020. Thereafter, the change in fair value of the outstanding private placement warrants should have been recognized as a gain (loss) within other (expense) income each reporting period in the Company’s consolidated statement of operations. The fair value of the private placement warrants as of the Closing Date on December 21, 2020 and December 31, 2020 amounted to $9.7 million and $6.6 million, respectively. The change in fair value from the Closing Date through December 31, 2020 amounted to a gain of $3.1 million. 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 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, consolidated statement of operations, consolidated statement of stockholders’ equity (deficit) and consolidated statement of cash flows (in thousands) as of and for the year ended December 31, 2020. As of December 31, 2020 As Previously Reported Warrants 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 For the year ended December 31, 2020 As Previously Reported Warrants Adjustments As Corrected Consolidated Statement of Operations Other (expense) income Gain (loss) on fair value change in private placement warrants liability $ — $ 3,132 $ 3,132 Loss before income taxes (89,816) 3,132 (86,684) Net loss and comprehensive loss (89,818) 3,132 (86,686) Net loss per share, basic and diluted (0.81) 0.03 (0.78) Other than changes made to reflect the impact of the recognition of the fair value of the private placement warrants liability at the Closing Date to additional paid-in capital and the subsequent remeasurement of the fair value of the warrant liability at December 31, 2020 to accumulated deficit, there have been no changes to the Consolidated Statement of Stockholders’ (Deficit) Equity (in thousands). For the year ended December 31, 2020 As Previously Reported Warrants Adjustments As Corrected Consolidated Statement of Stockholders' (Deficit) Equity Additional paid-in Capital $ 920,324 $ (9,745) $ 910,579 Accumulated Deficit (348,493) 3,132 (345,361) Net loss and comprehensive loss (89,818) 3,132 (86,686) Total stockholders' (deficit) equity 571,855 (6,613) 565,242 For the year ended December 31, 2020 As Previously Reported Warrants Adjustments As Corrected Consolidated Statement of Cash Flows Cash flows from operating activities Net loss $ (89,818) $ 3,132 $ (86,686) Gain on fair value change in private placement warrants liability — (3,132) (3,132) Supplemental non-cash investing and financing activities Recognition of private placement warrants liability — 9,745 9,745 Retroactive Application of Recapitalization As discussed in Note 4, our Business Combination on December 21, 2020 is accounted for as a recapitalization of equity structure. Pursuant to Generally Accepted Accounting Principles (“GAAP”), we recasted the Company’s consolidated statements of stockholders' (deficit) equity from December 31, 2018 to December 21, 2020, the total stockholder’s equity (deficit) within the Company’s consolidated balance sheet as of December 31, 2019 and the weighted average outstanding shares basic and diluted for the year ended December 31, 2019 by applying the recapitalization retroactively. Retroactive Application of Recapitalization to Consolidated Statements of Stockholders’ (Deficit) Equity As of the Business Combination on December 21, 2020, all 110.3 million shares of Legacy Canoo A series and A-1 series redeemable convertible preference shares of Legacy Canoo (“A/A-1 Shares”) were automatically exchanged into Legacy Canoo ordinary shares at a 1:1 ratio, which were converted again to our Common Stock at a conversion ratio of 1.239434862. The 110.3 million shares consisted of three previous conversions from the Legacy Canoo’s Angel series and Seed series redeemable convertible preference shares and convertible debt. Date Description Redeemable 08/16/20 A /A-1 Shares 12/21/20 Recapitalized Statement of Stockholders’ 12/31/2018 Angel Shares 77,000,000 0.54 41,403,247 1.24 51,316,627 3/4/2019 Seed Shares 16,666,667 0.54 8,961,742 1.24 11,107,496 5/6/2019 Seed Shares 16,666,666 0.54 8,961,741 1.24 11,107,495 Statement of Stockholders’ 12/31/2018 Convertible Debt 51,006,603 1.24 63,219,362 1) Legacy Canoo redeemable convertible preference shares – Angel Series (“Angel Shares”) was outstanding at December 31, 2018 with 77.0 million shares, which were initially converted to 41.4 million shares of Legacy A series redeemable convertible preference shares on August 16, 2020 and later were exchanged into 41.4 million shares of Legacy Canoo ordinary shares on December 21, 2020 and converted again to 51.3 million shares of our Common Stock at the Business Combination on December 21, 2020. 2) Legacy Canoo redeemable convertible preference shares – Seed Series (“Seed Shares”) was issued on March 4, 2019 and May 6, 2019 with 16.7 million shares and 16.7 million shares, respectively, which were initially converted to 17.9 million shares of Legacy A series redeemable convertible preference shares on August 16, 2020 and later were exchanged into 17.9 million shares of Legacy Canoo ordinary shares on December 21, 2020 and converted again to 22.2 million shares of our Common Stock at the Business Combination on December 21, 2020. 3) Legacy Canoo convertible debt (“Convertible Debt”) – On August 16, 2020, all Convertible Debt was initially converted to 51.0 million shares of A/A-1 Shares, which were later exchanged into 51.0 million shares of Legacy Canoo ordinary shares on December 21, 2020 and converted again to 63.2 million shares of our Common Stock at the Business Combination on December 21, 2020. In the accompanying recasted consolidated statements of stockholders' (deficit) equity, the 51.0 million shares of A/A-1 Shares outstanding is converted and presented as 63.2 million shares of Common Stock issued during the year ended December 31, 2020. Basis of Presentation The Company’s consolidated financial statements have been prepared by management in accordance with GAAP on a going concern basis, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future. Liquidity and Capital Resources As of December 31, 2021, the Company’s principal source of liquidity is its unrestricted cash balance in the amount of $224.7 million. The Company has incurred losses since inception and had negative cash flow from operating activities of $300.8 million and $107.1 million for the years ended December 31, 2021 and 2020, respectively. The Company expects to continue to incur net losses and negative cash flows from operating activities in accordance with its operating plan and expects that both capital and operating expenditures will increase significantly in connection with its ongoing activities. As an early-stage growth company, the Company’s ability to access capital is critical. Management plans to raise additional capital through a combination of debt financing, other non-dilutive financing and/or equity financing. To the extent the Company is unsuccessful at doing so, management has the intent and ability to use its discretion to delay, scale back, or abandon future expenditures. The consolidated financial statements include the results of Canoo Inc. and its subsidiaries. Our comprehensive loss is the same as our net loss. All intercompany transactions and balances have been eliminated in the consolidation. 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. Segment and Geographic Information Our principal executive officer, as the chief operating decision maker, organizes the Company, manages resource allocations and measures performance on the basis of one operating segment. The Company’s property and equipment and right of use assets are located primarily in the United States of America. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. On an ongoing basis, management evaluates its estimates, including those related to i) useful lives of property and equipment; ii) the realization of deferred tax assets and estimates of tax reserves; iii) the valuation of equity securities and stock-based compensation; iv) the recognition and disclosure of contingent liabilities; and v) the fair value of financial instruments. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The Company may engage third party valuation specialists to assist with estimates related to the valuation of the underlying value of its assets, liabilities and equity. Such estimates often require the selection of appropriate valuation methodologies and models, and significant judgment in evaluating ranges of assumptions and financial inputs. Cash and Cash Equivalents Cash and cash equivalents consist of investments that are highly liquid, readily convertible to cash and which have an original maturity date within three months from the date of purchase as well as savings, checking and other bank accounts. Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents. The Company, at times, maintains cash and cash equivalent balances at financial institutions in excess of amounts insured by United States government agencies or payable by the United States government directly. The Company places its cash with high credit quality financial institutions . Restricted Cash The Company had $2.8 million of restricted cash as of December 31, 2021. Restricted cash as of December 31, 2021 consisted of $1.1 million for a letter of credit required under the Company's Michigan lease, $0.9 million in refundable customer deposits and $0.8 million that serves as collateral for failure to make required payments under the Panasonic Agreement. We did not have any restricted cash at December 31, 2020. Property and Equipment Property and equipment is stated at historical cost less accumulated depreciation. Depreciation is provided on property and equipment over the estimated useful lives on a straight-line basis. Expenditures for repairs and maintenance are expensed as incurred. Useful lives by asset category are as follows: Assets category Years Leasehold improvements Shorter of lease term or estimated useful life Machinery and equipment 3 years Furniture and fixtures 5 years Computer hardware and software 3 years Vehicles 3 years Leases On January 1, 2018, the Company early adopted ASC No. 842, Leases (“ASC 842”), on a modified retrospective basis at the beginning of the period of adoption. The Company determines if an arrangement is a lease at inception if the Company concludes that the contract is in the scope of ASC 842 and the Company has the right to control the identified asset. Operating leases are included in operating lease right-of-use (“ROU”) assets, and operating lease liabilities are included in accrued expenses and operating lease liabilities in the consolidated balance sheet. The operating lease ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The operating lease ROU assets and operating lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company estimates an incremental borrowing rate based on the estimated market rate of interest for a collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease right-of-use asset also includes any lease payments made prior to the lease commencement date. Lease expense for operating leases is recognized on a straight-line basis over the lease term. The determination of the lease term includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company has elected to exclude short-term leases (i.e., leases with expected terms of 12 months or less) from the recognition requirements of ASC 842, and has elected to account for lease and certain non-lease components as a single component. At December 31, 2021, the Company had operating leases in Torrance, California and Justin, Texas. Refer to Note 11 for additional information regarding the Company's operating leases. Impairment of Long-Lived Assets The Company assesses the carrying value of its long-lived assets, consisting primarily of property and equipment and lease ROU assets, when there is evidence that events or changes in circumstances indicate that the carrying value of an asset or group of assets may not be recoverable. Such events or changes in circumstances may include a significant decrease in the market price of a long-lived asset, a significant change in the extent or manner in which an asset is used, a significant change in legal factors or in the business climate, a significant deterioration in the amount of revenue or cash flows expected to be generated from a group of assets, a current expectation that, more likely than not a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life, or any other significant adverse change that would indicate that the carrying value of an asset or group of assets may not be recoverable. The Company performs impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. If events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable and the expected undiscounted future cash flows attributable to the asset group are less than the carrying amount of the asset group, an impairment loss equal to the excess of the asset’s carrying value over its fair value is recorded. To date, the Company has not recorded any impairment losses on long-lived assets. Income Taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the financial statement carrying amounts and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company recognizes the tax benefit from uncertain tax positions only if it is more likely than not that the tax positions will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties related to income tax matters in income tax expense. Fair Value of Financial Instruments The Company applies the provisions of ASC 820, Fair Value Measurements and Disclosures ("ASC 820"), which provides a single authoritative definition of fair value, sets out a framework for measuring fair value and expands on required disclosures about fair value measurement. Fair value represents the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company uses the following hierarchy in measuring the fair value of the Company’s assets and liabilities, focusing on the most observable inputs when available: • 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 December 31, 2021 and 2020 (in thousands): December 31, 2021 Fair Value Level 1 Level 2 Level 3 Assets Money Market Funds $ 227,492 $ 227,492 $ — $ — Liability Contingent earnout shares liability $ 29,057 $ — $ — $ 29,057 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 13, the Company has a contingent obligation to issue 15 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. Following is a summary of the change in fair value of contingent Earnout Shares liability and private placement warrants liability for the years ended December 31, 2021 and 2020 (in thousands). Year Ended December 31, Earnout Shares Liability 2021 2020 Beginning fair value $ 133,503 $ — Addition during the year — 248,878 Change in fair value during the year (104,446) (115,375) Ending fair value $ 29,057 $ 133,503 Year Ended December 31, Private Placement Warrants Liability 2021 2020 Beginning fair value $ 6,613 $ 9,745 Change in fair value during the year 1,639 (3,132) Conversion of private placement warrants to public warrants (8,252) — Ending fair value $ — $ 6,613 The Company’s contingent Earnout Shares liability is considered a “Level 3” fair value measurement. Refer to Note 13 for discussion of the Company’s methods for valuation. Contingent Earnout Shares Liability The Business Combination provide certain stockholders and employees with the contingent right to the Earnout Shares. Issuances are made in three tranches of 5.0 million shares each upon reaching share price targets within specified time frames. The first tranche will be issued if the share price reaches $18 within two years of the closing of the Business Combination. The second tranche will be issued if the share price reaches $25 within four years of the closing of the Business Combination. The third tranche will be issued if the share price reaches $30 within five years of the closing of the Business Combination. The tranches may also be issued upon a change of control transaction that occurs within the respective timeframes and results in per share consideration exceeding the respective share price target. Additionally, the full 15.0 million Earnout Shares will be issued in the event of a liquidation or bankruptcy. The Company determined that the right to Earnout Shares represents a contingent liability that meets the definition of a derivative and recognized it on the balance sheet at its fair value upon the Business Combination date. The right to Earnout Shares is remeasured at fair value each period through earnings. See Note 13 for further discussion. Our financial instruments not subject to ASC 820 include cash and cash equivalents, restricted cash, receivables, accounts payable and other current liabilities. The carrying amounts of these instruments approximated fair value because of their short-term maturities as of December 31, 2021. Revenue Recognition The Company applies ASC 606, which governs how the Company recognizes revenue. Under ASC 606, the Company recognizes revenue when the Company transfers promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company recognizes revenue pursuant to the five-step framework contained in ASC 606: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract, including whether they are distinct in the context of the contract; (iii) determine the transaction price, including the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligations. During 2020, the Company's revenue was derived from the provision of consulting services on a project basis. The Company's fixed price contracts related to these services contain a single performance obligation, which was satisfied in July 2020 when the Company provided the final report to the customer. Revenue for these services was recognized at a point in time, when the project was delivered. Sales taxes are not included in our gross revenue. There were no contract liabilities as of December 31, 2021 and 2020. Cost of Revenue, excluding Depreciation Cost of revenue, excluding depreciation, includes materials, labor, and other direct costs related to the provision of engineering, development, and design consulting services. Research and Development Expenses, excluding Depreciation Research and development expenses, excluding depreciation consists of salaries, employee benefits and expenses for design and engineering personnel, stock-based compensation, as well as materials and supplies used in research and development activities. In addition, research and development expenses include fees for consulting and engineering services from third party vendors. Selling, General and Administrative Expenses, excluding Depreciation The principal components of our selling, general and administrative expenses are salaries, wages, benefits and bonuses paid to our employees; stock-based compensation; travel and other business expenses; and professional services fees including consulting, legal, audit and tax services. Depreciation Expense Depreciation is provided on property and equipment over the estimated useful lives on a straight-line basis. Upon retirement or disposal, the cost of the asset disposed of and the related accumulated depreciation are removed from the accounts and any gain or loss is reflected in the loss from operations. No depreciation expense is allocated to research and development, cost of revenue and general and administrative expense. Loss Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs for loss contingencies are expensed as incurred. Stock-based compensation The Company accounts for stock-based compensation awards granted to employees and directors based on the awards’ estimated grant date fair value. The Company estimates the fair value of its share options using the Black-Scholes option-pricing model. For awards that vest solely based on continued service (“service-only vesting conditions”), the resulting fair value is recognized on a straight-line basis over the period during which an employee is required to provide service in exchange for the award, usually the vesting period, which is generally four years. The Company recognizes the fair value of stock-based awards which contain performance conditions using the graded vesting method, when it is probable the performance condition will be met. The Company accounts for forfeitures as they occur. The Company classifies stock-based compensation expense in its consolidated statement of operations in the same manner in which the award recipient’s payroll costs are classified. Prior to our Business Combination on December 21, 2020, the fair value of our RSUs is based on the fair value of the Legacy Canoo’s ordinary shares on the date of grant. As there is no public market for the Legacy Canoo’s ordinary shares, Legacy Canoo, with the assistance of a third-party valuation specialist, determined the fair value of the Legacy Canoo’s ordinary shares at the time of the grant of RSUs by considering a number of objective and subjective factors, including the likelihood of achieving a liquidity event and transactions involving the Legacy Canoo’s ordinary shares, among other factors. The fair value of the Legacy Canoo’s ordinary shares was derived from the Legacy Canoo’s total equity value divided by the number of shares outstanding and was estimated using a probability-weighted expected return model, using different probability weightings estimated for public offering scenario, M&A scenario and dissolution scenario. The factors and scenario weighting estimates require significant judgment involve inherent uncertainties, which can materially affect the estimate of the fair value of our RSUs and ultimately how much Stock-based compensation expense is recognized. After December 21, 2020, we estimate the fair value of RSUs based on the market price of our Common Stock underlying the awards on the grant date. Fair value for awards with our stock price performance metrics is calculated using the Monte Carlo simulation model, which incorporates stock price correlation and other variables over the time horizons matching the performance periods. For the years ended December 31, 2021 and 2020 total stock-based compensation expense was $108.4 million and $84.3 million, respectively. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Changes to generally accepted accounting principles in the United States (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 , Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40). The objective of the amendments in this ASU is to address issues identified as a result of the complexity associated with applying GAAP for certain financial instruments with characteristics of liabilities and equity. The amendments in this ASU reduce the number of accounting models for convertible debt instruments and redeemable convertible preference shares. For convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital, the embedded conversion features no longer are separated from the host contract. The amendments in the ASU are effective for public business entities for fiscal years beginning after December 15, 2021, including interim periods therein. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company has no outstanding convertible debt as of December 31, 2021. In May 2021, the FASB issued ASU No. 2021-04 , Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Subtopic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options ("ASU No. 2021-04"). This ASU provides a principles-based framework for issuers to account for a modification or exchange of freestanding equity-classified written call options. The provisions of the ASU are effective for annual periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The adoption of ASU No. 2021-04 is not expected to have a material impact on the Company's consolidated financial statements. In November 2021, the FASB issued ASU No. 2021-10 |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination | Business Combination On December 21, 2020, we consummated the Business Combination. Immediately prior to closing of the Business Combination, each Legacy Canoo preference share that was issued and outstanding was automatically converted into a number of Legacy Canoo ordinary shares on a 1:1 basis (which reflected the then-effective conversion rate as calculated pursuant to the Second Amended and Restated Memorandum and Articles of Association of Legacy Canoo). Upon the consummation of the Business Combination, each Legacy Canoo ordinary share issued and outstanding was canceled and converted into the right to receive (i) 1.239434862 shares (the “Exchange Ratio”) of Common Stock, and (ii) the contingent right to receive Earnout Shares, (which consideration, collectively, shall hereinafter be referred to as the “Per Share Merger Consideration”). Upon the closing of the Business Combination, HCAC's certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of all classes of capital stock to 510,000,000 shares, of which 500,000,000 shares were designated Common Stock, $0.0001 par value per share, and of which 10,000,000 shares were designated preferred stock, $0.0001 par value per share. On August 17, 2020, a number of purchasers (each, a “Subscriber”) purchased from HCAC an aggregate of 32,325,000 shares of our Common Stock (the “PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $323.3 million, pursuant to separate subscription agreements (the “Subscription Agreements”) entered into effective as of August 17, 2020. Pursuant to the Subscription Agreements, we gave certain registration rights to the Subscribers with respect to the PIPE Shares. The sale of the PIPE Shares was consummated concurrently with the consummation of the Business Combination. Legacy Canoo was deemed to be the accounting acquirer in the Business Combination based on an analysis of the criteria outlined in ASC 805. While HCAC was the legal acquirer in the Business Combination, because Legacy Canoo was deemed the accounting acquirer, for accounting purposes, the transaction was treated as a recapitalization of Legacy Canoo (i.e., a capital transaction involving the issuance of stock by HCAC for the stock of Legacy Canoo). Accordingly, the consolidated assets, liabilities and results of operations of Legacy Canoo became the historical financial statements of the combined company, and HCAC's assets, liabilities and results of operations were consolidated with Legacy Canoo beginning on the acquisition date. The net assets of HCAC are recognized at historical cost (which is expected to be consistent with carrying value), with no goodwill or other intangible assets recorded. The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows and the consolidated statement of changes in equity for the year ended December 31, 2020 (in thousands): Recapitalization Cash - HCAC's trust and cash (net of redemptions) $ 306,354 Cash - PIPE 323,250 Less transaction costs and advisory fees paid (22,508) Net Business Combination and PIPE financing 607,096 Add: non-cash net assets assumed from HCAC 40 Net contributions from Business Combination and PIPE financing $ 607,136 The number of shares of Common Stock issued immediately following the consummation of the Business Combination: Number of Shares Common stock, outstanding prior to Business Combination 29,730,204 Less redemption of HCAC shares (9,571) Common stock of HCAC 29,720,633 HCAC Founder Shares 7,503,750 Shares issued in PIPE 32,325,000 Business Combination and PIPE financing shares 69,549,383 Legacy Canoo shares (1) 166,155,697 Total shares of Common Stock immediately after Business Combination 235,705,080 _______________________________ (1) The number of Legacy Canoo shares was determined from the 134.1 million shares of Legacy Canoo ordinary shares outstanding immediately prior to the closing of the Business Combination converted at the Exchange Ratio of 1.239434862. All fractional shares were rounded down. In addition, Legacy Canoo shareholders are entitled to receive additional Common Shares of up to an aggregate of 15.0 million shares if the price of our Common Stock trading on the Nasdaq meets certain thresholds following the Business Combination. Pursuant to GAAP, the Company determined the Earnout Shares right to be a derivative liability. See Note 13 for additional information. |
Prepaids and other current asse
Prepaids and other current assets | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaids and other current assets | Prepaids and other current assets Prepaids and other current assets consisted of the following (in thousands): December 31, 2021 2020 Receivable from VDL Nedcar $ 30,440 $ — Deferred battery supplier cost 18,300 — Short term deposits 7,030 — Prepaid expense 4,865 3,154 Other current assets 3,179 3,309 Prepaids and other current assets $ 63,814 $ 6,463 |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment, Net [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and equipment, net consisted of the following (in thousands): December 31, 2021 2020 Machinery and equipment $ 18,040 $ 15,292 Computer hardware 6,161 2,464 Computer software 7,837 5,159 Vehicles 267 63 Furniture and fixtures 742 519 Leasehold improvements 14,939 14,559 Construction-in-progress 176,162 5,283 224,148 43,339 Less: Accumulated depreciation (21,834) (12,913) Property and equipment, net $ 202,314 $ 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 December 31, 2021, manufacturing has not begun and therefore no depreciation on tooling has been recognized to date. Depreciation expense for property and equipment was $8.9 million and $7.1 million for the years ended December 31, 2021 and 2020, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Expenses and Other Current liabilities | Accrued Expenses and Other Current liabilities Accrued expenses consisted of the following (in thousands): December 31, 2021 2020 Accrued interest expense $ — $ 34 Accrued property and equipment purchases 34,375 3,992 Accrued research and development costs 23,994 2,420 Accrued professional fees 9,239 1,386 Accrued Business Combination costs — 815 Short term lease liability 788 444 Accrued battery supplier costs 10,000 — Accrued health insurance benefits 898 — Accrued information technology costs 763 — Other accrued expenses 3,868 1,534 Total accrued expenses $ 83,925 $ 10,625 |
Long-term Debt, Convertible Deb
Long-term Debt, Convertible Debt and Redeemable Convertible Preference Shares | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-term Debt, Convertible Debt and Redeemable Convertible Preference Shares | Long-term Debt, Convertible Debt and Redeemable Convertible Preference Shares 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 consolidated statement of cash flows for the twelve months ended December 31, 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 consolidated statement of cash flows for the twelve months ended December 31, 2021. Convertible Debt In August 2019, Legacy Canoo issued $100 million aggregate principal amount of secured convertible notes (the “$100M Notes”) to certain existing investors in Legacy Canoo. The $100M Notes accrued simple interest at 12% per year. Unless earlier repaid, converted or extended by the investors, outstanding principal and unpaid accrued interest on the $100M Notes were due on February 28, 2021 (“Maturity Date”). The original terms of the $100M Notes stated that in the event the Company consummates, after August 1, 2019 and on or prior to the Maturity Date, an equity financing pursuant to which it sells shares of its equity securities with an aggregate sales price of not less than $200 million, excluding any and all indebtedness under the $100M Notes that is converted, then all principal, together with all unpaid accrued interest under the $100M Notes, would automatically convert into shares of the equity securities at 80% of the cash price per share paid by the other purchasers of equity securities. In March 2020, certain terms of the $100M Notes were amended such that (1) the Maturity Date was extended from February 28, 2021 to September 23, 2021 and (2) the $100M Notes are automatically converted into the next round of equity securities at the lesser of (a) 80% of the cash price per share paid by the other purchasers of equity securities; or (b) $500 million divided by the total number of outstanding shares at the time of conversion. In addition, the amendment provided that the noteholders can elect to convert the $100M Notes if there is a change in control after September 2020 at the lesser of (a) 80% of the inferred value per share paid for control of Legacy Canoo and (b) $500 million divided by the total number of outstanding shares at the time of conversion. In consideration of these more favorable conversion terms, the equity holders of the $100M Notes agreed to forgive all unpaid and accrued interest through the amendment date, which totaled $7.4 million. The Company accounted for these changes in terms of its $100M Notes as a debt extinguishment. The Company recognized a gain on extinguishment of $8.3 million as an effective capital contribution within additional paid-in capital as each of the holders of the $100M Notes were existing equity holders in the Company. The extinguishment gain represents the difference between: (a) the sum of the carrying value of the pre-amendment $100M Notes of $88.7 million, the value of unpaid accrued interest through the amendment date of $7.4 million, and the fair value of the embedded derivative of $17.7 million; and (b) the fair value of the amended $100M Notes of $105.6 million at the time of the amendment. Prior to the March 23, 2020 amendment, the Company had not elected the fair value option to record the notes at fair value in its entirety, and as such bifurcated the contingent redemption feature embedded in the $100M Notes and recorded it at fair value separately as an embedded derivative liability. The fair value of the embedded derivative liability at issuance was recorded as a discount to the $100M Notes. From January 1, 2020 through March 23, 2020, Legacy Canoo recorded expense of $2.6 million for the accretion of the debt discount in interest expense. Legacy Canoo assessed the fair value of the derivative liability as of March 23, 2020 and determined there was no material change in the fair value of the derivative liability from December 31, 2019 through the March 23, 2020 amendment date. At the time of the extinguishment, Legacy Canoo elected to account for the $100M Notes at fair value in their entirety. The fair value of the $100M Notes on March 23, 2020 was $105.6 million. The significant unobservable inputs used in the fair value measurement of the $100M Notes were the financial and operational performance of the Company, debt issued by Legacy Canoo with similar terms, and the probability of principal recovery of the investment. The difference in the fair value as compared to the principal value of the $100M Notes is primarily driven by the difference in interest rates between convertible debt issued by Legacy Canoo with similar terms. In March 2020, Legacy Canoo issued $15.0 million aggregate principal amount of secured convertible notes (the “$15M Notes”), of which $10.0 million was issued to certain existing investors in Legacy Canoo and the remaining $5.0 million to new noteholders. In April 2020, Legacy Canoo issued $10.3 million aggregate principal amount of secured convertible notes (“$10.3M Notes”) to new noteholders. The $15M Notes and the $10.3M Notes accrue simple interest at 8% per year. Unless earlier repaid, converted or extended by the noteholders, the outstanding principal and unpaid accrued interest on the $15M Notes and the $10.3M Notes are due on September 3, 2021 and September 23, 2021, respectively. In the event Legacy Canoo consummates an equity financing on or prior to the maturity date of the notes, pursuant to which it sells shares of its equity securities with an aggregate sales price of not less than $200 million, excluding any and all indebtedness under the note that is converted, then all principal, together with all unpaid accrued interest under the notes, shall automatically convert into shares of the equity securities at the lesser of (a) 80% of the cash price per share paid by the other purchasers of equity securities or (b) the price obtained by dividing $500 million by the number of outstanding shares. In addition, the noteholders of the $15M Notes and the $10.3M Notes can elect to convert the notes if there is a change in control after September 2020 at the lesser of (a) 80% of the inferred value per share paid for control of the Company and (b) $500 million divided by the total number of outstanding shares at the time of conversion. At the date of issuance, Legacy Canoo assessed the fair values of the $15M Notes and $10.3M Notes to be equal to the principal amount of these notes. There were no changes in the fair values of the $15M Notes and the $10.3M Notes between their respective issuance dates and August 16, 2020 when these convertible notes were included in the exchange of all convertible notes into A series and A-1 series of Legacy Canoo redeemable convertible preference shares. During the period from July to August 2020, Legacy Canoo issued a total of $155.3 million aggregate principal amount of secured and unsecured convertible notes (“$155.3M Notes”), of which $80.0 million were issued to certain related party investors and the remaining $75.3 million to new noteholders. The $155.3M Notes accrued simple interest at 8% per year. Other than the change in the interest rate, these new notes had the same terms and conditions as the amended $100M Notes. At the date of issuance, Legacy Canoo assessed the fair values of the $155.3M Notes to be equal to the principal amount of these notes. For notes recorded at fair value, any change in fair value from a change in instrument-specific credit risk is recognized in our consolidated statement of operations. During the year ended December 31, 2020, there was no gain or loss recognized attributable to instrument-specific credit risk of the underlying convertible notes based upon the Company’s assessment of its own creditworthiness and risk of default. Exchange of Debt and Preference Shares Exchange of Debt: On August 16, 2020, all of Legacy Canoo’s outstanding convertible notes with an aggregate principal amount of $280.5 million were exchanged for 31.6 million of Legacy Canoo A series redeemable convertible preference shares and 19.4 million of Legacy Canoo A-1 series redeemable convertible preference shares. Immediately prior to the exchange, Legacy Canoo assessed the fair value of all of its convertible debt to be $286.1 million. The significant unobservable inputs used in the fair value measurement of the outstanding Legacy Canoo convertible notes were the financial and operational performance of Legacy Canoo, debt issued by Legacy Canoo with similar terms, and the fair value of the Legacy Canoo redeemable convertible preference shares issued in exchange for the Legacy Canoo convertible notes. Legacy Canoo recorded $0.1 million as a change in fair value from March 2020 through August 2020 in interest expense in the consolidated statement of operations. No other fair value adjustments related to the Legacy Canoo convertible debt were recorded during the year ended December 31, 2020. Since the issuance of the new Legacy Canoo A series redeemable convertible preference shares and Legacy Canoo A-1 series redeemable convertible preference shares on the exchange of the Legacy Canoo convertible debt was outside the contractual terms of the Legacy Canoo debt agreements, Legacy Canoo accounted for the exchange of all of Legacy Canoo’s outstanding convertible notes as an extinguishment of debt. Legacy Canoo recognized a total gain on extinguishment of $41.6 million, of which $36.5 million was treated as an effective capital contribution within stockholders’ equity as this portion related to existing investors in Legacy Canoo, and $5.0 million was recorded within gain on extinguishment of debt in the consolidated statement of operations for the year ended December 31, 2020. The extinguishment gain represents the difference between: (a) the sum of the adjusted carrying value of the Legacy Canoo Notes of $286.1 million, and the value of unpaid accrued interest through the amendment date of $5.2 million; and (b) the fair value of the Legacy Canoo A series and A-1 series redeemable convertible preference shares issued of $249.8 million. At the date of the exchange, the holders of the Legacy Canoo convertible notes agreed to forgive all unpaid and accrued interest through that date. The fair value was determined based on the most recent conversion price of the Legacy Canoo convertible debt for Legacy Canoo A series redeemable convertible preference shares and A-1 series redeemable convertible preference shares. Exchange of Preference Shares: Concurrently with the conversion of the Legacy Canoo convertible debt, 77.0 million Legacy Canoo Angel series redeemable convertible preference shares and 33.3 million Legacy Canoo seed series redeemable convertible preference shares were exchanged for 59.3 million Legacy Canoo A series redeemable convertible preference shares. The Company quantitatively assessed the terms of the exchange and accounted for the exchange as an extinguishment of its Legacy Canoo Seed series redeemable convertible preference shares and Legacy Canoo Angel series redeemable convertible preference shares, and recorded the Legacy Canoo A series redeemable convertible preference shares at their fair values as of the recapitalization date. Accordingly, Legacy Canoo recognized a loss on extinguishment of $90.5 million as a deemed dividend to the Legacy Canoo redeemable convertible preference shareholders. The loss represents the difference between: (1) the $200.0 million aggregate carrying amount of the Legacy Canoo Seed series redeemable convertible preference shares and Legacy Canoo Angel series redeemable convertible preference shares immediately prior to the exchange; and (2) the $290.5 million fair value of the Legacy Canoo A series redeemable convertible preference shares issued. The fair value was determined based on the most recent conversion price of the Legacy Canoo convertible debt for the Legacy Canoo A series redeemable convertible preference shares. The loss on extinguishment first reduced Legacy Canoo’s additional paid-in capital (“APIC”) to zero and then the excess was recorded in accumulated deficit. When these Legacy Canoo A series preference shares were exchanged to Legacy Canoo ordinary shares on December 21, 2020, the $90.5 million of gain in the fair value of the Legacy Canoo A series preference shares and the corresponding loss of $90.5 million on extinguishment recorded to APIC and accumulated deficit for Legacy Canoo ordinary shares were net to zero dollar impact within APIC and accumulated deficit given the equity recast upon recapitalization. See Note 2 for additional discussion on the recapitalization recast. Dividends The holders of the Legacy Canoo redeemable convertible preference shares were entitled to receive cumulative and compounding dividends in an amount equal to 8% of the original issuance price per share per annum. Dividends accrued from day to day, whether or not declared, and were cumulative; provided, however, that such accrued dividends were payable only in the event of either a Liquidation Event or a Non-Liquidation Sale. Such cumulative dividends in arrears were approximately $42.0 million at December 21, 2020. For the years ended December 31, 2021 and 2020, no dividends were declared. Exchange of A Series and A-1 Series Redeemable Convertible Preference Shares at The Business Combination At the Business Combination on December 21, 2020, all 110.3 million shares of the Legacy Canoo A series and A-1 series redeemable convertible preference shares were exchanged into 110.3 million shares of Legacy Canoo ordinary shares, which were subsequently converted to 136.8 million shares of our Common Stock at the Exchange Ratio of 1.239434862. The cumulative dividends of $42.0 million accrued for the Legacy Canoo A series and A-1 series redeemable convertible preference shares at December 21, 2020 were not declared nor converted to our Common Stock. |
Related Party Promissory Note a
Related Party Promissory Note and Convertible Debt | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Promissory Note | |
Related Party Promissory Note and Convertible Debt | Related Party Promissory Note and Convertible Debt In August 2019, the Company issued a $100.0 million aggregate principal amount of secured convertible notes (the “$100M Notes”) with certain existing investors in the Company. The $100M Notes accrue simple interest at 12% per year. Unless earlier repaid, converted or extended by the investors, outstanding principal and unpaid accrued interest on the $100M Notes is due on February 28, 2021, which was subsequently amended to September 23, 2021 (“Maturity Date”). The automatic conversion feature at a discount to the next equity financing represents an embedded contingent redemption feature. The Company has bifurcated the contingent redemption feature from the $100M Notes and accounted for it separately as an embedded derivative liability. The embedded derivative liability is remeasured to fair value each period. The embedded contingent redemption feature is bifurcated from the $100M Notes because (i) a separate instrument with the same terms as the embedded derivative would be a derivative, and (ii) the economic characteristics of the embedded contingent redemption feature are not clearly and closely related to $100M Notes as it is contingently exercisable and results in the settlement of the debt at a substantial premium. The fair value of the embedded derivative liability at issuance of $17.8 million was recorded as a discount to the $100M Notes. To estimate the fair value of the embedded derivative liability, management considered several scenarios, including the completion of an equity financing prior to the $100M Notes’ maturity, conversion to preference shares upon maturity and the Company defaulting on the $100M Notes, and the timing of such events. The fair values of each scenario were determined primarily by the terms of the $100M Notes and the value of the Company’s existing preference shares, and then were probability weighted based on management’s estimates of the likelihood of each scenario. The probability weighted values were then discounted to present value. The discounted carrying amount of the $100M Notes is accreted, using the effective interest method, over the expected term of the $100M Notes. The Company performed this analysis of the fair value of the embedded derivative liability as of the August issuance date. As of December 31, 2019, the Company performed its fair value analysis by reconsidering each of the assumptions in the fair value model including its assessment of the probability-weighted expected return method of each scenario outlined above. Based on this assessment, the Company determined that there were no material changes in the fair value of the embedded derivative liability from issuance to December 31, 2019. The carrying value of the $100M Notes at December 31, 2019 was $86.1 million, net of unamortized debt discount of $13.9 million. During 2019, the Company recorded interest expense of $3.8 million for the accretion of the debt discount. In March 2020, certain terms of the $100M Notes were amended such that (1) the Maturity Date was extended from February 28, 2021 to September 23, 2021 and (2) the $100M Notes are automatically converted into the next round of equity securities at the lesser of (a) 80% of the cash price per share paid by the other purchasers of equity securities; or (b) $500 million divided by the total number of outstanding shares at the time of conversion. In addition, the amendment provided that the noteholders can elect to convert the $100M Notes if there is a change in control after September 2020 at the lesser of (a) 80% of the inferred value per share paid for control of the Company and (b) $500 million divided by the total number of outstanding shares at the time of conversion. In consideration of these more favorable conversion terms, the equity holders of the $100M Notes agreed to forgive all unpaid and accrued interest through the amendment date, which totaled $7.4 million. The Company accounted for these changes in the terms of its $100M Notes as a debt extinguishment. The Company recognized a gain on extinguishment of $8.3 million as an effective capital contribution within additional paid-in capital as each of the holders of the $100M Notes were existing equity holders in the Company. The extinguishment gain represents the difference between: (a) the sum of the carrying value of the pre-amendment $100M Notes of $88.7 million, the value of unpaid accrued interest through the amendment date of $7.4 million, and the fair value of the embedded derivative of $17.7 million; and (b) the fair value of the amended $100M Notes of $105.6 million at the time of the amendment. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments Refer to Note 11 for information regarding operating lease commitments. In connection with the Panasonic Agreement and the Michigan lease, the Company issued standby letters of credit of $0.8 million and $1.1 million, respectively which are included in restricted cash within the accompanying consolidated balance sheet as of December 31, 2021. The letters of credit will not be drawn upon unless the Company fails to make its 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. |
Operating Leases
Operating Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Operating Leases | Operating LeasesOn February 28, 2018, Legacy Canoo, via a wholly owned subsidiary, entered into a lease for an office facility in Torrance, California 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 and commenced on April 30, 2018. During the first quarter of 2021, the Company entered into a separate lease for an office facility in Justin, Texas (“Justin lease”) with an entity controlled by the Executive Chair and Chief Executive Officer of the Company. The original lease term is five years 3 months, commencing on January 1, 2021. Effective July 30, 2021, the Company amended its Justin lease to extend the leased square footage for the duration of the arrangement term. The Torrance and Justin leases (collectively referred to herein as the “leases”) contain a 3% per annum escalation clause. 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 leases contain the option to extend the terms of the leases for two additional 60-month periods and one additional 60-month period, respectively, commencing when the prior term expires. At the inception of each of the leases, it was not reasonably certain we would exercise any of the options to extend the term of the leases. There have been no changes to that assessment as of December 31, 2021. 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 consolidated statements of operations. The Company used judgment in determining an appropriate incremental borrowing rate to calculate the operating lease right-of-use asset and operating lease liability for the leases. The weighted average discount rate used was 7.9%. As of December 31, 2021, the remaining operating lease ROU asset and operating lease liability were approximately $14.2 million and $14.6 million, respectively. As of December 31, 2020, the operating lease ROU asset and operating lease liability were approximately $12.9 million and $13.7 million, respectively. As of December 31, 2021 and 2020, $0.8 million and $0.4 million, respectively, of the lease liability was determined to be short term and was included in accrued expenses Related party lease expense related to the operating leases was $1.3 million and $1.7 million for the years ended December 31, 2021 and 2020, respectively. The weighted average remaining lease term at December 31, 2021 and 2020 was 10.7 years and 12.3 years, respectively. Maturities of the Company’s operating lease liabilities at December 31, 2021 were as follows (in thousands): Operating 2022 $ 1,909 2023 1,966 2024 2,025 2025 2,085 2026 1,848 Thereafter 12,344 Total lease payments 22,177 Less: imputed interest (1) 7,563 Present value of operating lease liabilities 14,614 Current portion of operating lease liabilities 788 Operating lease liabilities, net of current portion $ 13,826 _______________________________________ (1) Calculated using the incremental borrowing rate Michigan Facility Lease On October 20, 2021, the Company entered into an agreement for a facility lease for which we did not have control of the underlying assets as of December 31, 2021. Accordingly, we did not record the lease liability and ROU asset within the consolidated balance sheets. The lease is for additional office and research and development spaces located in Auburn Hills, Michigan. We expect the lease commencement date to begin in fiscal year 2022 with a lease term of approximately 11 years from the commencement date and one option to extend the lease by a term of five years. The total minimum lease payments over the initial lease term is $12.7 million. |
Contingent Earnout Shares Liabi
Contingent Earnout Shares Liability | 12 Months Ended |
Dec. 31, 2021 | |
Embedded Derivative [Abstract] | |
Contingent Earnout Shares Liability | 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 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 two 2. If the closing share price of 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 four 3. If the closing share price of 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 five Pursuant to the guidance under ASC 815, Derivatives and Hedging , the right to Earnout Shares was classified as a Level 3 fair value measurement liability, and the increase or decrease in the fair value during the reporting period is recognized as other expense or other income in our consolidated statement of operations accordingly. The fair value of the Earnout Shares liability was estimated using the Monte Carlo simulation of the stock prices based on historical and implied market volatility of a peer group of public companies. As of December 21, 2020, the initial fair value of our Earnout Shares liability was recognized at $248.9 million with a corresponding reduction from the additional paid-in capital in our stockholders’ (deficit) equity. As of December 31, 2021, and 2020, the fair value of our Earnout Shares liability was estimated to be $29.1 million and $133.5 million , respectively. The Company recognized a gain on the fair value change in Earnout Shares liability of $104.4 million and $115.4 million as other income in our consolidated statement of operations for the years ended December 31, 2021 and 2020, respectively. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based Compensation 2018 Equity Plan At our Business Combination on December 21, 2020, the Legacy Canoo 2018 Share Option and Grant Plan (the “2018 Equity Plan”) was converted to the Company’s 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 share 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 accompany financial statements. In 2020, the 2018 Equity Plan was amended to increase the number of shares of the Company’s Common Stock reserved for issuance from 15,281,513 to 18,162,573 shares. 2020 Equity Plan On December 21, 2020, the stockholders of the Company approved the 2020 Equity Incentive Plan (the "2020 Equity Plan”), authorizing 26,898,554 common shares to be reserved for issuance of stock options, restricted stock units awards ("RSU") and other stock awards. Under the 2020 Equity 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. Performance stock unit awards ("PSU") represent the right to receive a share of the Company’s common stock if service, performance, and market conditions, or a combination thereof, are satisfied over a defined period. For the year ended December 31, 2020, no awards were granted under the 2020 Equity Plan. For the year ended December 31, 2021, 13,640,895 RSUs and 10,034,279 PSUs were granted under the 2020 Equity Plan. Stock Options All employees are eligible to be granted options to purchase shares of our 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 anniversary of the date when vesting starts with the remaining balance vesting equally on a monthly basis over the subsequent 3 years. New shares are issued from authorized shares of Common Stock upon the exercise of stock options. There were no performance-based stock options granted during the years ended December 31, 2021 and 2020. All stock options were issued under the Legacy Canoo 2018 Equity Plan. The fair values of stock options granted under the Legacy Canoo 2018 Equity Plan were estimated at the date of grant using the Black-Scholes option pricing model. Under the Legacy Canoo 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. The liability is reclassified into additional paid-in capital as the award vests. The shares issued upon early exercise of stock options are considered issued and outstanding shares of our Common Stock. Of the 70,396 stock options exercised during the twelve months ended December 31, 2021, none of the shares were unvested. As of December 31, 2021, 2,500,099 shares issued upon early exercise of stock options were unvested. As of December 31, 2021, of the total 264,757 stock options outstanding, 91,559 shares were unvested. The Company expects substantially all of these share options to vest over the subsequent 2 years. There were no stock options granted during the year ended December 31, 2021. The total grant date fair value of stock options granted during the year ended December 31, 2020 was approximately $0.1 million. The weighted average grant date fair value per share of stock options granted during the year ended December 31, 2020 was $0.44. Stock-based compensation expense related to stock options was approximately $0.7 million and $0.9 million during the years ended December 31, 2021 and 2020, respectively. Total unrecognized compensation cost related to unvested stock options at December 31, 2021 and 2020 is approximately $1.0 million and $2.0 million, respectively. As of December 31, 2021 and 2020, the weighted average period over which the unrecognized compensation cost is expected to be recognized was approximately 0.9 and 1.7 years, respectively. Restricted Stock Awards Legacy Canoo sold restricted shares totaling 30,188,011 shares (as converted to Common Stock) to the 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 was met on December 18, 2018; 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 internal 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 over 36 months thereafter. The amendment was accounted for as a grant modification with a new fair value estimated on the amendment date replacing the original grant date fair value, resulting in an incremental fair value of $105.3 million, $77.7 million of which was recognized in December of 2020 representing the recognition of a cumulative stock compensation expenses of such amended SOP shares from March 2020 through 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. RSUs The fair value of RSUs granted prior to the Business Combination was based on the fair value of the Legacy Canoo’s ordinary shares on the date of grant. As there was no public market for the Legacy Canoo’s ordinary shares, the Legacy Canoo’s board of directors, with the assistance of a third-party valuation specialist, determined the fair value of the Legacy Canoo’s ordinary shares at the time of the grant of RSUs by considering information available at the time of grant. The valuations were consistent with the guidance and methods outlined in the AICPA Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. In August 2020, the Legacy Canoo approved 8,027,473 RSUs to certain employees and consultants of the Company, of which 4,285,026 RSUs were determined to have an established grant date in accordance with ASC 718, Stock Compensation . Each RSU represents a contingent right to receive one share of the Company’s Common Stock. None of the RSUs were eligible to vest before the successful consummation of the Business Combination. Accordingly, no stock compensation expense was recognized prior to the Business Combination on December 21, 2020. On November 25, 2020, the Legacy Canoo withdrew authorization for an aggregate of 2,503,011 RSUs previously approved but not yet granted to certain employees of the Legacy Canoo. Out of the remaining 1,239,435 RSUs previously approved but not yet granted to a certain consultant, Legacy Canoo cancelled 240,441 RSUs and accelerated the vesting of 998,994 RSUs with a merger trigger and an employment condition. The fair value of the 998,994 RSUs was estimated at $18.0 million at the grant date of December 15, 2020. Stock compensation expense of $18.0 million was not recognized until January 2021 when the recipient became an employee of the Company. On November 25, 2020, Legacy Canoo authorized for issuance 1,003,828 RSUs to the current Executive Chair and Chief Executive Officer in exchange for his advisory services rendered to the Company and in contemplation of his appointment to the role of Executive Chair of the Company. Each RSU represents a contingent right to receive one share of the Company’s Common Stock, and are subject to ongoing service-based vesting conditions over a three-year term. The fair value of the 1,003,828 RSUs was estimated at $19.4 million. On May 14, 2021, the Company awarded 500,000 RSUs to the Executive Chair and Chief Executive Officer. 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. Additionally, the Company granted RSUs throughout 2021 to compensate existing employees and attract top talent. During the year ended December 31, 2021, 998,994 RSUs granted vested immediately and the remainder granted vest over the subsequent four years. Restricted Stock Units Shares Weighted- Unvested at December 31, 2020 5,393 $ 6.70 Granted 13,641 9.80 Vested (3,684) 12.92 Forfeited (1,533) 7.68 Unvested at December 31, 2021 13,817 $ 7.99 The total fair value of restricted stock units granted during the years ended December 31, 2021 and 2020, were $133.6 million and $36.7 million, respectively 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 during the years ended December 31, 2021 and 2020: • During November 2020, Legacy Canoo authorized for issuance 1,003,828 PSUs that would vest upon the achievement of certain stock price performance of the Company. In addition, the PSUs are subject to a service condition; • 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; • During May 2021, the Company awarded 300,000 PSUs whereby vesting depends upon the occurrence of certain operational milestone events by May 2024 that are deemed probable of achievement; and • During November 2021, the Company awarded 6,000,000 PSUs. These PSUs vest in one-third increments through a five-year performance period beginning November 4, 2021 based upon the achievement of certain stock price milestones during the performance period ending in November 2026. The grant date fair value of the PSUs awarded to the CEO was $40.3 million and $15.6 million for the years ended December 31, 2021 and 2020, respectively. The compensation expense recognized for the PSUs awarded to the CEO during the year was $6.3 million for the year ended December 31, 2021, and was included in selling, general and administrative expenses in the consolidated statement of operations. The activity for performance-based restricted stock units in the year ended December 31, 2021 was as follows (in thousands, except weighted-average grant-date fair value amounts): Performance-Based Restricted Stock Units Shares Weighted- Average Grant-Date Fair Value Unvested at Unvested at December 31, 2020 1,004 $ 15.58 Granted 10,034 4.03 Vested — — Forfeited — — Unvested at Unvested at December 31, 2021 11,038 $ 5.08 The following table summarizes the Company’s total stock-based compensation expense by line item for the years ended presented in the consolidated statements of operations (in thousands): Year ended December 31, 2021 2020 Research and development $ 25,768 $ 59,410 Selling, general and administrative 82,592 24,870 Total $ 108,360 $ 84,280 The Company's total unrecognized compensation cost as of December 31, 2021 was approximately $ 117.8 |
Capital Structure
Capital Structure | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Capital Structure | Capital Structure Shares Authorized, Issued and Outstanding As of December 31, 2021, the Company had authorized a total of 510,000,000 shares for issuance with 500,000,000 shares designated as Common Stock and 10,000,000 shares designated as preferred stock. Out of the authorized Common Stock shares, 238,578,366 was issued and outstanding at December 31, 2021. No preferred stock shares were issued and outstanding at December 31, 2021. Warrants As of December 31, 2021, the Company had 23,755,069 public warrants outstanding. Each public warrant entitles the registered holder to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The public warrants will expire on the fifth anniversary 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 ordinary shares 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 Canoo 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 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. There were 598,275 public warrants exercised for the year ended December 31, 2021 for total proceeds of $6.9 million. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Net Loss per Share Net loss per share is presented in conformity with the two-class method required for participating securities. Prior to the impact of the retroactive application of the recapitalization, the Legacy Canoo redeemable convertible preference shares were participating securities as the holders of the Legacy Canoo redeemable convertible preference shares are entitled to participate in dividends with ordinary shares. Net losses were not allocated to the Legacy Canoo redeemable convertible preference shares as the holders of the Legacy Canoo redeemable convertible preference shares do not have a contractual obligation to share in any losses. Accordingly, basic net loss per share attributable to ordinary shareholders is calculated by dividing net loss attributable to Legacy Canoo ordinary shareholders by the weighted-average number of Legacy Canoo ordinary shares outstanding for the period. During the year ended December 31, 2020, Legacy Canoo increased the net loss by $42.0 million for dividends accumulated for the period on the Legacy Canoo redeemable convertible preference shares to arrive at the numerator used to calculate net loss per share. For all periods presented, the shares included in computing basic net loss per share exclude restricted shares and shares issued upon the early exercise of share options where the vesting conditions have not been satisfied. Diluted net income per share adjusts basic net income per share for the impact of potential Common Stock shares. Potential Common Stock shares include stock options and RSAs. Restricted Common Shares and stock options do not have rights to nonforfeitable dividends. As the Company has reported net losses for all periods presented, all potential Common Stock shares are antidilutive, and accordingly, basic net loss per share equals 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): December 31, 2021 2020 Early exercise of unvested stock options 2,500 5,280 Options to purchase Common Stock 265 324 Restricted Common Stock shares 3,552 7,587 Restricted and performance stock units 24,855 8,524 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Subsequent to the issuance of the Company's Form 10-K for the year ended December 31, 2020, the Company identified certain disclosure misstatements in its 2020 income taxes footnote, the majority of which related to accounting for the tax consequences of various aspects of the SPAC merger. The misstatements impacted the effective income tax rate reconciliation, the composition of deferred tax assets and liabilities, disclosure of the aggregate changes in the balance of gross unrecognized tax benefits, and certain related narrative disclosures. The misstatements had no impact to the consolidated balance sheet as of December 31, 2020 or the consolidated statements of operations or cash flows for the year then ended because the misstatements were completely offset by a corresponding misstatement of the Company’s valuation allowance. For comparative purposes below, the Company’s comparable 2020 income tax provision disclosures have been revised to reflect the correction of these misstatements. The components of the provision for income taxes consisted of the following (in thousands): Year ended December 31, 2021 2020 Provision for federal income taxes $ — $ — Provision for state income taxes — 2 Provision for income taxes $ — $ 2 The reconciliation of taxes at the statutory rate to our provision for income taxes was as follows (in thousands): Year ended December 31, 2021 2020 Tax at the statutory rate $ (72,821) $ (18,204) State tax – net of federal benefit (21,015) (8,464) Officer compensation 6,749 28 Cancellation of debt income — (1,060) Earnout Liability (21,934) (24,229) Interest Expense — 2,217 Stock Compensation 9,136 16,435 Provision to Return (330) (1,403) U.S. Tax Credits (4,528) (2,450) Other Rate Impacting Items 988 (642) Change in valuation allowance 103,755 37,774 Provision for income taxes $ — $ 2 Deferred tax assets and liabilities consisted of the following (in thousands): December 31, 2021 2020 Net operating loss carry-forwards $ 165,032 $ 72,092 Research and development credits 12,864 7,695 Stock-based compensation 6,264 1,183 Other 1,207 998 Total gross deferred income tax assets 185,367 81,968 Less: Valuation allowance (185,367) (81,968) Net deferred income tax assets $ — $ — The Company recorded a full valuation allowance against its deferred income tax assets at December 31, 2021 and 2020. Based upon management’s assessment of all available evidence, the Company has concluded that it is more likely than not that the net deferred income tax assets will not be realized. The increase in the valuation allowance for the years ended December 31, 2021 and 2020 was $103.4 million and $40.1 million, respectively. The following table summarizes the activity recorded in the valuation allowance on the deferred income tax assets (in thousands): Valuation allowance at December 31, 2019 $ (41,844) Additions charged to income tax provision (37,774) Other changes to valuation allowance (2,350) Valuation allowance at December 31, 2020 (81,968) Additions charged to income tax provision (103,755) Other changes to valuation allowance 356 Valuation allowance at December 31, 2021 $ (185,367) At December 31, 2021, we had federal net operating loss carryforwards of approximately $585.7 million and state net operating loss carryforwards of $601.9 million that may be carried forward indefinitely for federal income tax purposes and can offset 80% of taxable income in any given year except as amended by the CARES Act. NOL's can be carried forward to offset future taxable income for a period of twenty years for California state income tax purposes. The Company has research and development tax credits at December 31, 2021 and 2020 of approximately $12.9 million and $7.7 million, respectively, for both federal and state income tax purposes. If not utilized, the federal research and development tax credits will expire in various amounts beginning in 2039. State research and development credits can be carried forward indefinitely. Future utilization of the net operating loss carryforwards and tax-credit carryforwards may be subject to an annual limitation based on changes in ownership, as defined by Section 382 of the Internal Revenue Code. The aggregate changes in the balance of gross unrecognized tax benefits during the years ended December 31, 2021 and 2020 were as follows (in thousands): Balance at December 31, 2019 $ (8,427) Increases in balances related to tax positions taken during current period (29,812) Reductions related to changes in estimates 3,230 Other increases (549) Balance at December 31, 2020 (35,558) Increases in balances related to tax positions taken during current period (4,529) Increases related to changes in estimates $ (640) Other decreases 469 Balance at December 31, 2021 $ (40,258) As of December 31, 2021, the Company has total uncertain tax positions of $(40.3) million primarily related to research and development costs and tax basis in certain intangible assets which are recorded as a reduction of the deferred tax assets related to the research and development carryforwards and intangible assets. The Company's policy is to recognize interest and penalties, if any, related to uncertain tax positions as a component of income tax expense. For the years ended December 31, 2021 and 2020, the Company did not recognize any interest or penalties for uncertain tax positions. The Company is currently not under examination by the United States Internal Revenue Service or any other state, city, or local jurisdiction. The Company is subject to the standard statutes of limitations by the relevant tax authorities for federal and state purposes and all tax years since inception are open for examination. The Company does not anticipate any significant increases or decreases in its unrecognized tax benefits within the next twelve months. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions On November 25, 2020, Legacy Canoo entered into an agreement, which remains in effect, with Tony Aquila, Executive Chair 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 $1.8 million and $0.5 million for years ended December 31, 2021 and 2020, respectively. In addition, during 2021 certain AFV staff provided the Company with shared services support in its Justin, Texas corporate office facility. For the year ended December 31, 2021, the Company paid AFV approximately $0.5 million for these services. During the year ended December 31, 2021, the Company compensated its President, Josette Sheeran, $0.2 million, primarily for consulting services in connection with the site selection of our manufacturing operations prior to Ms. Sheeran's appointment as an executive officer. |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent events | Subsequent events Effective as of January 21, 2022, the Company entered into a real estate lease for its industrialization facility in Bentonville, Arkansas. The total minimum lease payments over the initial lease term of 10 years is $17.7 million. On February 16, 2022, the Company executed a settlement agreement under which VDL Nedcar agreed to refund the prepayment of $30.4 million to the Company in relation to the termination of the Term Sheet. On February 23, 2022, the Company received the prepayment in full. In addition, on February 22, 2022, VDL Nedcar paid the Company $8.4 million as an equity investment in the Company's Common Stock. The 2020 Employee Stock Purchase Plan (the “2020 ESPP”) was adopted by the board of directors on September 18, 2020, approved by the stockholders on December 18, 2020, and became effective on December 21, 2020 with the Business Combination. On December 21, 2020, the board of directors delegated its authority to administer the 2020 ESPP to the Compensation Committee. The Compensation Committee determined that it is in the best interests of the Company and its stockholders to implement successive three-month purchase periods, with the first purchase period commencing on January 3, 2022. The 2020 ESPP provides participating employees with the opportunity to purchase up to a maximum number of shares of Common Stock of 4,034,783, plus the number of shares of Common Stock that are automatically added on January 1st of each year for a period of ten years, in an amount equal to the lesser of (i) 1% of the total number of shares of Common Stock outstanding on December 31st of the preceding calendar year, and (ii) 8,069,566 shares of Common Stock. The Company has analyzed its operations subsequent to December 31, 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) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Retroactive Application of Recapitalization | Retroactive Application of Recapitalization As discussed in Note 4, our Business Combination on December 21, 2020 is accounted for as a recapitalization of equity structure. Pursuant to Generally Accepted Accounting Principles (“GAAP”), we recasted the Company’s consolidated statements of stockholders' (deficit) equity from December 31, 2018 to December 21, 2020, the total stockholder’s equity (deficit) within the Company’s consolidated balance sheet as of December 31, 2019 and the weighted average outstanding shares basic and diluted for the year ended December 31, 2019 by applying the recapitalization retroactively. Retroactive Application of Recapitalization to Consolidated Statements of Stockholders’ (Deficit) Equity As of the Business Combination on December 21, 2020, all 110.3 million shares of Legacy Canoo A series and A-1 series redeemable convertible preference shares of Legacy Canoo (“A/A-1 Shares”) were automatically exchanged into Legacy Canoo ordinary shares at a 1:1 ratio, which were converted again to our Common Stock at a conversion ratio of 1.239434862. The 110.3 million shares consisted of three previous conversions from the Legacy Canoo’s Angel series and Seed series redeemable convertible preference shares and convertible debt. Date Description Redeemable 08/16/20 A /A-1 Shares 12/21/20 Recapitalized Statement of Stockholders’ 12/31/2018 Angel Shares 77,000,000 0.54 41,403,247 1.24 51,316,627 3/4/2019 Seed Shares 16,666,667 0.54 8,961,742 1.24 11,107,496 5/6/2019 Seed Shares 16,666,666 0.54 8,961,741 1.24 11,107,495 Statement of Stockholders’ 12/31/2018 Convertible Debt 51,006,603 1.24 63,219,362 1) Legacy Canoo redeemable convertible preference shares – Angel Series (“Angel Shares”) was outstanding at December 31, 2018 with 77.0 million shares, which were initially converted to 41.4 million shares of Legacy A series redeemable convertible preference shares on August 16, 2020 and later were exchanged into 41.4 million shares of Legacy Canoo ordinary shares on December 21, 2020 and converted again to 51.3 million shares of our Common Stock at the Business Combination on December 21, 2020. 2) Legacy Canoo redeemable convertible preference shares – Seed Series (“Seed Shares”) was issued on March 4, 2019 and May 6, 2019 with 16.7 million shares and 16.7 million shares, respectively, which were initially converted to 17.9 million shares of Legacy A series redeemable convertible preference shares on August 16, 2020 and later were exchanged into 17.9 million shares of Legacy Canoo ordinary shares on December 21, 2020 and converted again to 22.2 million shares of our Common Stock at the Business Combination on December 21, 2020. 3) Legacy Canoo convertible debt (“Convertible Debt”) – On August 16, 2020, all Convertible Debt was initially converted to 51.0 million shares of A/A-1 Shares, which were later exchanged into 51.0 million shares of Legacy Canoo ordinary shares on December 21, 2020 and converted again to 63.2 million shares of our Common Stock at the Business Combination on December 21, 2020. In the accompanying recasted consolidated statements of stockholders' (deficit) equity, the 51.0 million shares of A/A-1 Shares outstanding is converted and presented as 63.2 million shares of Common Stock issued during the year ended December 31, 2020. |
Basis of Presentation | Basis of Presentation The Company’s consolidated financial statements have been prepared by management in accordance with GAAP on a going concern basis, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future. Liquidity and Capital Resources As of December 31, 2021, the Company’s principal source of liquidity is its unrestricted cash balance in the amount of $224.7 million. The Company has incurred losses since inception and had negative cash flow from operating activities of $300.8 million and $107.1 million for the years ended December 31, 2021 and 2020, respectively. The Company expects to continue to incur net losses and negative cash flows from operating activities in accordance with its operating plan and expects that both capital and operating expenditures will increase significantly in connection with its ongoing activities. As an early-stage growth company, the Company’s ability to access capital is critical. Management plans to raise additional capital through a combination of debt financing, other non-dilutive financing and/or equity financing. To the extent the Company is unsuccessful at doing so, management has the intent and ability to use its discretion to delay, scale back, or abandon future expenditures. The consolidated financial statements include the results of Canoo Inc. and its subsidiaries. Our comprehensive loss is the same as our net loss. All intercompany transactions and balances have been eliminated in the consolidation. |
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. |
Segment and Geographic Information | Segment and Geographic Information Our principal executive officer, as the chief operating decision maker, organizes the Company, manages resource allocations and measures performance on the basis of one operating segment. The Company’s property and equipment and right of use assets are located primarily in the United States of America. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. On an ongoing basis, management evaluates its estimates, including those related to i) useful lives of property and equipment; ii) the realization of deferred tax assets and estimates of tax reserves; iii) the valuation of equity securities and stock-based compensation; iv) the recognition and disclosure of contingent liabilities; and v) the fair value of financial instruments. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The Company may engage third party valuation specialists to assist with estimates related to the valuation of the underlying value of its assets, liabilities and equity. Such estimates often require the selection of appropriate valuation methodologies and models, and significant judgment in evaluating ranges of assumptions and financial inputs. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of investments that are highly liquid, readily convertible to cash and which have an original maturity date within three months from the date of purchase as well as savings, checking and other bank accounts. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents. The Company, at times, maintains cash and cash equivalent balances at financial institutions in excess of amounts insured by United States government agencies or payable by the United States government directly. The Company places its cash with high credit quality financial institutions . |
Restricted Cash | Restricted Cash The Company had $2.8 million of restricted cash as of December 31, 2021. Restricted cash as of December 31, 2021 consisted of $1.1 million for a letter of credit required under the Company's Michigan lease, $0.9 million in refundable customer deposits and $0.8 million that serves as collateral for failure to make required payments under the Panasonic Agreement. We did not have any restricted cash at December 31, 2020. |
Property and Equipment | Property and Equipment Property and equipment is stated at historical cost less accumulated depreciation. Depreciation is provided on property and equipment over the estimated useful lives on a straight-line basis. Expenditures for repairs and maintenance are expensed as incurred. Useful lives by asset category are as follows: Assets category Years Leasehold improvements Shorter of lease term or estimated useful life Machinery and equipment 3 years Furniture and fixtures 5 years Computer hardware and software 3 years Vehicles 3 years |
Leases | Leases On January 1, 2018, the Company early adopted ASC No. 842, Leases (“ASC 842”), on a modified retrospective basis at the beginning of the period of adoption. The Company determines if an arrangement is a lease at inception if the Company concludes that the contract is in the scope of ASC 842 and the Company has the right to control the identified asset. Operating leases are included in operating lease right-of-use (“ROU”) assets, and operating lease liabilities are included in accrued expenses and operating lease liabilities in the consolidated balance sheet. The operating lease ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The operating lease ROU assets and operating lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company estimates an incremental borrowing rate based on the estimated market rate of interest for a collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease right-of-use asset also includes any lease payments made prior to the lease commencement date. Lease expense for operating leases is recognized on a straight-line basis over the lease term. The determination of the lease term includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company has elected to exclude short-term leases (i.e., leases with expected terms of 12 months or less) from the recognition requirements of ASC 842, and has elected to account for lease and certain non-lease components as a single component. At December 31, 2021, the Company had operating leases in Torrance, California and Justin, Texas. Refer to Note 11 for additional information regarding the Company's operating leases. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company assesses the carrying value of its long-lived assets, consisting primarily of property and equipment and lease ROU assets, when there is evidence that events or changes in circumstances indicate that the carrying value of an asset or group of assets may not be recoverable. Such events or changes in circumstances may include a significant |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the financial statement carrying amounts and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company recognizes the tax benefit from uncertain tax positions only if it is more likely than not that the tax positions will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties related to income tax matters in income tax expense. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies the provisions of ASC 820, Fair Value Measurements and Disclosures ("ASC 820"), which provides a single authoritative definition of fair value, sets out a framework for measuring fair value and expands on required disclosures about fair value measurement. Fair value represents the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company uses the following hierarchy in measuring the fair value of the Company’s assets and liabilities, focusing on the most observable inputs when available: • 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 December 31, 2021 and 2020 (in thousands): December 31, 2021 Fair Value Level 1 Level 2 Level 3 Assets Money Market Funds $ 227,492 $ 227,492 $ — $ — Liability Contingent earnout shares liability $ 29,057 $ — $ — $ 29,057 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 13, the Company has a contingent obligation to issue 15 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. Following is a summary of the change in fair value of contingent Earnout Shares liability and private placement warrants liability for the years ended December 31, 2021 and 2020 (in thousands). Year Ended December 31, Earnout Shares Liability 2021 2020 Beginning fair value $ 133,503 $ — Addition during the year — 248,878 Change in fair value during the year (104,446) (115,375) Ending fair value $ 29,057 $ 133,503 Year Ended December 31, Private Placement Warrants Liability 2021 2020 Beginning fair value $ 6,613 $ 9,745 Change in fair value during the year 1,639 (3,132) Conversion of private placement warrants to public warrants (8,252) — Ending fair value $ — $ 6,613 The Company’s contingent Earnout Shares liability is considered a “Level 3” fair value measurement. Refer to Note 13 for discussion of the Company’s methods for valuation. |
Contingent Earnout Shares Liability | Contingent Earnout Shares Liability The Business Combination provide certain stockholders and employees with the contingent right to the Earnout Shares. Issuances are made in three tranches of 5.0 million shares each upon reaching share price targets within specified time frames. The first tranche will be issued if the share price reaches $18 within two years of the closing of the Business Combination. The second tranche will be issued if the share price reaches $25 within four years of the closing of the Business Combination. The third tranche will be issued if the share price reaches $30 within five years of the closing of the Business Combination. The tranches may also be issued upon a change of control transaction that occurs within the respective timeframes and results in per share consideration exceeding the respective share price target. Additionally, the full 15.0 million Earnout Shares will be issued in the event of a liquidation or bankruptcy. The Company determined that the right to Earnout Shares represents a contingent liability that meets the definition of a derivative and recognized it on the balance sheet at its fair value upon the Business Combination date. The right to Earnout Shares is remeasured at fair value each period through earnings. See Note 13 for further discussion. Our financial instruments not subject to ASC 820 include cash and cash equivalents, restricted cash, receivables, accounts payable and other current liabilities. The carrying amounts of these instruments approximated fair value because of their short-term maturities as of December 31, 2021. |
Revenue Recognition | Revenue Recognition The Company applies ASC 606, which governs how the Company recognizes revenue. Under ASC 606, the Company recognizes revenue when the Company transfers promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company recognizes revenue pursuant to the five-step framework contained in ASC 606: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract, including whether they are distinct in the context of the contract; (iii) determine the transaction price, including the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligations. During 2020, the Company's revenue was derived from the provision of consulting services on a project basis. The Company's fixed price contracts related to these services contain a single performance obligation, which was satisfied in July 2020 when the Company provided the final report to the customer. Revenue for these services was recognized at a point in time, when the project was delivered. Sales taxes are not included in our gross revenue. There were no contract liabilities as of December 31, 2021 and 2020. Cost of Revenue, excluding Depreciation Cost of revenue, excluding depreciation, includes materials, labor, and other direct costs related to the provision of engineering, development, and design consulting services. |
Research and Development Expenses, excluding Depreciation | Research and Development Expenses, excluding DepreciationResearch and development expenses, excluding depreciation consists of salaries, employee benefits and expenses for design and engineering personnel, stock-based compensation, as well as materials and supplies used in research and development activities. In addition, research and development expenses include fees for consulting and engineering services from third party vendors. |
Selling, General and Administrative Expenses, excluding Depreciation | Selling, General and Administrative Expenses, excluding Depreciation The principal components of our selling, general and administrative expenses are salaries, wages, benefits and bonuses paid to our employees; stock-based compensation; travel and other business expenses; and professional services fees including consulting, legal, audit and tax services. |
Depreciation Expense | Depreciation Expense Depreciation is provided on property and equipment over the estimated useful lives on a straight-line basis. Upon retirement or disposal, the cost of the asset disposed of and the related accumulated depreciation are removed from the accounts and any gain or loss is reflected in the loss from operations. No depreciation expense is allocated to research and development, cost of revenue and general and administrative expense. |
Loss Contingencies | Loss Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs for loss contingencies are expensed as incurred. |
Stock-based compensation | Stock-based compensation The Company accounts for stock-based compensation awards granted to employees and directors based on the awards’ estimated grant date fair value. The Company estimates the fair value of its share options using the Black-Scholes option-pricing model. For awards that vest solely based on continued service (“service-only vesting conditions”), the resulting fair value is recognized on a straight-line basis over the period during which an employee is required to provide service in exchange for the award, usually the vesting period, which is generally four years. The Company recognizes the fair value of stock-based awards which contain performance conditions using the graded vesting method, when it is probable the performance condition will be met. The Company accounts for forfeitures as they occur. The Company classifies stock-based compensation expense in its consolidated statement of operations in the same manner in which the award recipient’s payroll costs are classified. Prior to our Business Combination on December 21, 2020, the fair value of our RSUs is based on the fair value of the Legacy Canoo’s ordinary shares on the date of grant. As there is no public market for the Legacy Canoo’s ordinary shares, Legacy Canoo, with the assistance of a third-party valuation specialist, determined the fair value of the Legacy Canoo’s ordinary shares at the time of the grant of RSUs by considering a number of objective and subjective factors, including the likelihood of achieving a liquidity event and transactions involving the Legacy Canoo’s ordinary shares, among other factors. The fair value of the Legacy Canoo’s ordinary shares was derived from the Legacy Canoo’s total equity value divided by the number of shares outstanding and was estimated using a probability-weighted expected return model, using different probability weightings estimated for public offering scenario, M&A scenario and dissolution scenario. The factors and scenario weighting estimates require significant judgment involve inherent uncertainties, which can materially affect the estimate of the fair value of our RSUs and ultimately how much Stock-based compensation expense is recognized. After December 21, 2020, we estimate the fair value of RSUs based on the market price of our Common Stock underlying the awards on the grant date. Fair value for awards with our stock price performance metrics is calculated using the Monte Carlo simulation model, which incorporates stock price correlation and other variables over the time horizons matching the performance periods. For the years ended December 31, 2021 and 2020 total stock-based compensation expense was $108.4 million and $84.3 million, respectively. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued ASU No. 2020-06 , Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40). The objective of the amendments in this ASU is to address issues identified as a result of the complexity associated with applying GAAP for certain financial instruments with characteristics of liabilities and equity. The amendments in this ASU reduce the number of accounting models for convertible debt instruments and redeemable convertible preference shares. For convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital, the embedded conversion features no longer are separated from the host contract. The amendments in the ASU are effective for public business entities for fiscal years beginning after December 15, 2021, including interim periods therein. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company has no outstanding convertible debt as of December 31, 2021. In May 2021, the FASB issued ASU No. 2021-04 , Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Subtopic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options ("ASU No. 2021-04"). This ASU provides a principles-based framework for issuers to account for a modification or exchange of freestanding equity-classified written call options. The provisions of the ASU are effective for annual periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The adoption of ASU No. 2021-04 is not expected to have a material impact on the Company's consolidated financial statements. In November 2021, the FASB issued ASU No. 2021-10 , Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance, which amends the guidance on accounting for government assistance and requires business entities to disclose information about certain government assistance they receive. The disclosures include information around the nature of the assistance, the related accounting policies used to account for government assistance, the effect of government assistance on the entity’s financial statements, and any significant terms and conditions of the agreements, including commitments and contingencies. The amendments are effective for fiscal years beginning after December 15, 2021, and only impacts annual financial statement footnote disclosures. The Company is in the process of evaluating the impact to financial statement footnote disclosures and will adopt ASU No. 2021-10 during the three months ended March 31, 2022. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of the impact of immaterial correction | The following tables reflect the impact of the immaterial correction on the Company's previously reported consolidated balance sheet, consolidated statement of operations, consolidated statement of stockholders’ equity (deficit) and consolidated statement of cash flows (in thousands) as of and for the year ended December 31, 2020. As of December 31, 2020 As Previously Reported Warrants 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 For the year ended December 31, 2020 As Previously Reported Warrants Adjustments As Corrected Consolidated Statement of Operations Other (expense) income Gain (loss) on fair value change in private placement warrants liability $ — $ 3,132 $ 3,132 Loss before income taxes (89,816) 3,132 (86,684) Net loss and comprehensive loss (89,818) 3,132 (86,686) Net loss per share, basic and diluted (0.81) 0.03 (0.78) Other than changes made to reflect the impact of the recognition of the fair value of the private placement warrants liability at the Closing Date to additional paid-in capital and the subsequent remeasurement of the fair value of the warrant liability at December 31, 2020 to accumulated deficit, there have been no changes to the Consolidated Statement of Stockholders’ (Deficit) Equity (in thousands). For the year ended December 31, 2020 As Previously Reported Warrants Adjustments As Corrected Consolidated Statement of Stockholders' (Deficit) Equity Additional paid-in Capital $ 920,324 $ (9,745) $ 910,579 Accumulated Deficit (348,493) 3,132 (345,361) Net loss and comprehensive loss (89,818) 3,132 (86,686) Total stockholders' (deficit) equity 571,855 (6,613) 565,242 For the year ended December 31, 2020 As Previously Reported Warrants Adjustments As Corrected Consolidated Statement of Cash Flows Cash flows from operating activities Net loss $ (89,818) $ 3,132 $ (86,686) Gain on fair value change in private placement warrants liability — (3,132) (3,132) Supplemental non-cash investing and financing activities Recognition of private placement warrants liability — 9,745 9,745 Date Description Redeemable 08/16/20 A /A-1 Shares 12/21/20 Recapitalized Statement of Stockholders’ 12/31/2018 Angel Shares 77,000,000 0.54 41,403,247 1.24 51,316,627 3/4/2019 Seed Shares 16,666,667 0.54 8,961,742 1.24 11,107,496 5/6/2019 Seed Shares 16,666,666 0.54 8,961,741 1.24 11,107,495 Statement of Stockholders’ 12/31/2018 Convertible Debt 51,006,603 1.24 63,219,362 1) Legacy Canoo redeemable convertible preference shares – Angel Series (“Angel Shares”) was outstanding at December 31, 2018 with 77.0 million shares, which were initially converted to 41.4 million shares of Legacy A series redeemable convertible preference shares on August 16, 2020 and later were exchanged into 41.4 million shares of Legacy Canoo ordinary shares on December 21, 2020 and converted again to 51.3 million shares of our Common Stock at the Business Combination on December 21, 2020. 2) Legacy Canoo redeemable convertible preference shares – Seed Series (“Seed Shares”) was issued on March 4, 2019 and May 6, 2019 with 16.7 million shares and 16.7 million shares, respectively, which were initially converted to 17.9 million shares of Legacy A series redeemable convertible preference shares on August 16, 2020 and later were exchanged into 17.9 million shares of Legacy Canoo ordinary shares on December 21, 2020 and converted again to 22.2 million shares of our Common Stock at the Business Combination on December 21, 2020. 3) Legacy Canoo convertible debt (“Convertible Debt”) – On August 16, 2020, all Convertible Debt was initially converted to 51.0 million shares of A/A-1 Shares, which were later exchanged into 51.0 million shares of Legacy Canoo ordinary shares on December 21, 2020 and converted again to 63.2 million shares of our Common Stock at the Business Combination on December 21, 2020. In the accompanying recasted consolidated statements of stockholders' (deficit) equity, the 51.0 million shares of A/A-1 Shares outstanding is converted and presented as 63.2 million shares of Common Stock issued during the year ended December 31, 2020. |
Schedule of retroactive recapitalization | The following tables reflect the impact of the immaterial correction on the Company's previously reported consolidated balance sheet, consolidated statement of operations, consolidated statement of stockholders’ equity (deficit) and consolidated statement of cash flows (in thousands) as of and for the year ended December 31, 2020. As of December 31, 2020 As Previously Reported Warrants 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 For the year ended December 31, 2020 As Previously Reported Warrants Adjustments As Corrected Consolidated Statement of Operations Other (expense) income Gain (loss) on fair value change in private placement warrants liability $ — $ 3,132 $ 3,132 Loss before income taxes (89,816) 3,132 (86,684) Net loss and comprehensive loss (89,818) 3,132 (86,686) Net loss per share, basic and diluted (0.81) 0.03 (0.78) Other than changes made to reflect the impact of the recognition of the fair value of the private placement warrants liability at the Closing Date to additional paid-in capital and the subsequent remeasurement of the fair value of the warrant liability at December 31, 2020 to accumulated deficit, there have been no changes to the Consolidated Statement of Stockholders’ (Deficit) Equity (in thousands). For the year ended December 31, 2020 As Previously Reported Warrants Adjustments As Corrected Consolidated Statement of Stockholders' (Deficit) Equity Additional paid-in Capital $ 920,324 $ (9,745) $ 910,579 Accumulated Deficit (348,493) 3,132 (345,361) Net loss and comprehensive loss (89,818) 3,132 (86,686) Total stockholders' (deficit) equity 571,855 (6,613) 565,242 For the year ended December 31, 2020 As Previously Reported Warrants Adjustments As Corrected Consolidated Statement of Cash Flows Cash flows from operating activities Net loss $ (89,818) $ 3,132 $ (86,686) Gain on fair value change in private placement warrants liability — (3,132) (3,132) Supplemental non-cash investing and financing activities Recognition of private placement warrants liability — 9,745 9,745 Date Description Redeemable 08/16/20 A /A-1 Shares 12/21/20 Recapitalized Statement of Stockholders’ 12/31/2018 Angel Shares 77,000,000 0.54 41,403,247 1.24 51,316,627 3/4/2019 Seed Shares 16,666,667 0.54 8,961,742 1.24 11,107,496 5/6/2019 Seed Shares 16,666,666 0.54 8,961,741 1.24 11,107,495 Statement of Stockholders’ 12/31/2018 Convertible Debt 51,006,603 1.24 63,219,362 1) Legacy Canoo redeemable convertible preference shares – Angel Series (“Angel Shares”) was outstanding at December 31, 2018 with 77.0 million shares, which were initially converted to 41.4 million shares of Legacy A series redeemable convertible preference shares on August 16, 2020 and later were exchanged into 41.4 million shares of Legacy Canoo ordinary shares on December 21, 2020 and converted again to 51.3 million shares of our Common Stock at the Business Combination on December 21, 2020. 2) Legacy Canoo redeemable convertible preference shares – Seed Series (“Seed Shares”) was issued on March 4, 2019 and May 6, 2019 with 16.7 million shares and 16.7 million shares, respectively, which were initially converted to 17.9 million shares of Legacy A series redeemable convertible preference shares on August 16, 2020 and later were exchanged into 17.9 million shares of Legacy Canoo ordinary shares on December 21, 2020 and converted again to 22.2 million shares of our Common Stock at the Business Combination on December 21, 2020. 3) Legacy Canoo convertible debt (“Convertible Debt”) – On August 16, 2020, all Convertible Debt was initially converted to 51.0 million shares of A/A-1 Shares, which were later exchanged into 51.0 million shares of Legacy Canoo ordinary shares on December 21, 2020 and converted again to 63.2 million shares of our Common Stock at the Business Combination on December 21, 2020. In the accompanying recasted consolidated statements of stockholders' (deficit) equity, the 51.0 million shares of A/A-1 Shares outstanding is converted and presented as 63.2 million shares of Common Stock issued during the year ended December 31, 2020. |
Schedule of useful lives by asset | Useful lives by asset category are as follows: Assets category Years Leasehold improvements Shorter of lease term or estimated useful life Machinery and equipment 3 years Furniture and fixtures 5 years Computer hardware and software 3 years Vehicles 3 years |
Schedule of assets and liabilities measured at fair value on a recurring basis | 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 December 31, 2021 and 2020 (in thousands): December 31, 2021 Fair Value Level 1 Level 2 Level 3 Assets Money Market Funds $ 227,492 $ 227,492 $ — $ — Liability Contingent earnout shares liability $ 29,057 $ — $ — $ 29,057 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 and private placement warrants liability | Following is a summary of the change in fair value of contingent Earnout Shares liability and private placement warrants liability for the years ended December 31, 2021 and 2020 (in thousands). Year Ended December 31, Earnout Shares Liability 2021 2020 Beginning fair value $ 133,503 $ — Addition during the year — 248,878 Change in fair value during the year (104,446) (115,375) Ending fair value $ 29,057 $ 133,503 Year Ended December 31, Private Placement Warrants Liability 2021 2020 Beginning fair value $ 6,613 $ 9,745 Change in fair value during the year 1,639 (3,132) Conversion of private placement warrants to public warrants (8,252) — Ending fair value $ — $ 6,613 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Reconciliation of business combination to Statement of Cash Flows and Statement of Changes in Equity | The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows and the consolidated statement of changes in equity for the year ended December 31, 2020 (in thousands): Recapitalization Cash - HCAC's trust and cash (net of redemptions) $ 306,354 Cash - PIPE 323,250 Less transaction costs and advisory fees paid (22,508) Net Business Combination and PIPE financing 607,096 Add: non-cash net assets assumed from HCAC 40 Net contributions from Business Combination and PIPE financing $ 607,136 |
Schedule of shares issued following consummation of the Business Combination | The number of shares of Common Stock issued immediately following the consummation of the Business Combination: Number of Shares Common stock, outstanding prior to Business Combination 29,730,204 Less redemption of HCAC shares (9,571) Common stock of HCAC 29,720,633 HCAC Founder Shares 7,503,750 Shares issued in PIPE 32,325,000 Business Combination and PIPE financing shares 69,549,383 Legacy Canoo shares (1) 166,155,697 Total shares of Common Stock immediately after Business Combination 235,705,080 _______________________________ (1) The number of Legacy Canoo shares was determined from the 134.1 million shares of Legacy Canoo ordinary shares outstanding immediately prior to the closing of the Business Combination converted at the Exchange Ratio of 1.239434862. All fractional shares were rounded down. |
Prepaids and other current as_2
Prepaids and other current assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of prepaids and other current assets | Prepaids and other current assets consisted of the following (in thousands): December 31, 2021 2020 Receivable from VDL Nedcar $ 30,440 $ — Deferred battery supplier cost 18,300 — Short term deposits 7,030 — Prepaid expense 4,865 3,154 Other current assets 3,179 3,309 Prepaids and other current assets $ 63,814 $ 6,463 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment, Net [Abstract] | |
Schedule of Property and Equipment, net | Property and equipment, net consisted of the following (in thousands): December 31, 2021 2020 Machinery and equipment $ 18,040 $ 15,292 Computer hardware 6,161 2,464 Computer software 7,837 5,159 Vehicles 267 63 Furniture and fixtures 742 519 Leasehold improvements 14,939 14,559 Construction-in-progress 176,162 5,283 224,148 43,339 Less: Accumulated depreciation (21,834) (12,913) Property and equipment, net $ 202,314 $ 30,426 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses consisted of the following (in thousands): December 31, 2021 2020 Accrued interest expense $ — $ 34 Accrued property and equipment purchases 34,375 3,992 Accrued research and development costs 23,994 2,420 Accrued professional fees 9,239 1,386 Accrued Business Combination costs — 815 Short term lease liability 788 444 Accrued battery supplier costs 10,000 — Accrued health insurance benefits 898 — Accrued information technology costs 763 — Other accrued expenses 3,868 1,534 Total accrued expenses $ 83,925 $ 10,625 |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Maturities of the Company's operating lease liabilities | Maturities of the Company’s operating lease liabilities at December 31, 2021 were as follows (in thousands): Operating 2022 $ 1,909 2023 1,966 2024 2,025 2025 2,085 2026 1,848 Thereafter 12,344 Total lease payments 22,177 Less: imputed interest (1) 7,563 Present value of operating lease liabilities 14,614 Current portion of operating lease liabilities 788 Operating lease liabilities, net of current portion $ 13,826 _______________________________________ (1) Calculated using the incremental borrowing rate |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of activity for the Company's restricted shares | Restricted Stock Units Shares Weighted- Unvested at December 31, 2020 5,393 $ 6.70 Granted 13,641 9.80 Vested (3,684) 12.92 Forfeited (1,533) 7.68 Unvested at December 31, 2021 13,817 $ 7.99 |
Summary of activity for performance-based restricted stock units | The activity for performance-based restricted stock units in the year ended December 31, 2021 was as follows (in thousands, except weighted-average grant-date fair value amounts): Performance-Based Restricted Stock Units Shares Weighted- Average Grant-Date Fair Value Unvested at Unvested at December 31, 2020 1,004 $ 15.58 Granted 10,034 4.03 Vested — — Forfeited — — Unvested at Unvested at December 31, 2021 11,038 $ 5.08 |
Summary of Stock-Based Compensation Expense by Consolidated Statements of Operations Line Item | The following table summarizes the Company’s total stock-based compensation expense by line item for the years ended presented in the consolidated statements of operations (in thousands): Year ended December 31, 2021 2020 Research and development $ 25,768 $ 59,410 Selling, general and administrative 82,592 24,870 Total $ 108,360 $ 84,280 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Potential Shares Excluded from the Computation of 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): December 31, 2021 2020 Early exercise of unvested stock options 2,500 5,280 Options to purchase Common Stock 265 324 Restricted Common Stock shares 3,552 7,587 Restricted and performance stock units 24,855 8,524 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of the components of the provision for income taxes | The components of the provision for income taxes consisted of the following (in thousands): Year ended December 31, 2021 2020 Provision for federal income taxes $ — $ — Provision for state income taxes — 2 Provision for income taxes $ — $ 2 |
Schedule of tax rate reconciliation | The reconciliation of taxes at the statutory rate to our provision for income taxes was as follows (in thousands): Year ended December 31, 2021 2020 Tax at the statutory rate $ (72,821) $ (18,204) State tax – net of federal benefit (21,015) (8,464) Officer compensation 6,749 28 Cancellation of debt income — (1,060) Earnout Liability (21,934) (24,229) Interest Expense — 2,217 Stock Compensation 9,136 16,435 Provision to Return (330) (1,403) U.S. Tax Credits (4,528) (2,450) Other Rate Impacting Items 988 (642) Change in valuation allowance 103,755 37,774 Provision for income taxes $ — $ 2 |
Schedule of deferred income tax assets | Deferred tax assets and liabilities consisted of the following (in thousands): December 31, 2021 2020 Net operating loss carry-forwards $ 165,032 $ 72,092 Research and development credits 12,864 7,695 Stock-based compensation 6,264 1,183 Other 1,207 998 Total gross deferred income tax assets 185,367 81,968 Less: Valuation allowance (185,367) (81,968) Net deferred income tax assets $ — $ — |
Schedule of valuation allowance on the deferred income tax assets | The following table summarizes the activity recorded in the valuation allowance on the deferred income tax assets (in thousands): Valuation allowance at December 31, 2019 $ (41,844) Additions charged to income tax provision (37,774) Other changes to valuation allowance (2,350) Valuation allowance at December 31, 2020 (81,968) Additions charged to income tax provision (103,755) Other changes to valuation allowance 356 Valuation allowance at December 31, 2021 $ (185,367) |
Schedule of changes in unrecognized tax benefits | The aggregate changes in the balance of gross unrecognized tax benefits during the years ended December 31, 2021 and 2020 were as follows (in thousands): Balance at December 31, 2019 $ (8,427) Increases in balances related to tax positions taken during current period (29,812) Reductions related to changes in estimates 3,230 Other increases (549) Balance at December 31, 2020 (35,558) Increases in balances related to tax positions taken during current period (4,529) Increases related to changes in estimates $ (640) Other decreases 469 Balance at December 31, 2021 $ (40,258) |
Organization and Business (Deta
Organization and Business (Details) - USD ($) | Oct. 15, 2021 | Jul. 01, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 15, 2021 | Sep. 30, 2021 | Dec. 21, 2020 |
Business Acquisition, Contingent Consideration [Line Items] | |||||||
Goodwill | $ 0 | ||||||
Intangible assets | $ 0 | ||||||
Prepayment to VDL Nedcar | $ 26,134,000 | $ 0 | |||||
Payment to purchase property and equipment | 136,594,000 | 7,558,000 | |||||
Other assets | 15,226,000 | 1,246,000 | |||||
Accounts payable | 52,267,000 | 17,243,000 | |||||
Accrued expenses and other current liabilities | 83,925,000 | 10,625,000 | |||||
Current assets | 291,306,000 | $ 708,885,000 | |||||
Manufacturing Services Agreement With Vdl Nedcar | |||||||
Business Acquisition, Contingent Consideration [Line Items] | |||||||
Prepayment to VDL Nedcar | $ 30,400,000 | ||||||
Payment to purchase property and equipment | 4,300,000 | ||||||
Other assets | $ 26,100,000 | ||||||
Prepayment Receivable | 30,400,000 | $ 30,400,000 | |||||
Sales Agreement with Panasonic | |||||||
Business Acquisition, Contingent Consideration [Line Items] | |||||||
Purchase commitment | $ 30,000,000 | ||||||
Payments | 15,000,000 | ||||||
Accounts payable | 5,000,000 | ||||||
Accrued expenses and other current liabilities | 10,000,000 | ||||||
Current assets | 18,300,000 | ||||||
Noncurrent assets | $ 11,700,000 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Immaterial Correction of Prior Period Financial Statements (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 21, 2020 | Dec. 31, 2019 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Private placement warrants liability | $ 6,613 | $ 0 | $ 6,613 | $ 9,745 | |
Liabilities | 188,228 | 179,075 | 188,228 | ||
Additional paid-in capital | 910,579 | 1,036,104 | 910,579 | ||
Accumulated deficit | (345,361) | (692,129) | (345,361) | ||
Total stockholders' (deficit) equity | 565,242 | 343,999 | 565,242 | $ (55,868) | |
(Loss) gain on fair value change in private placement warrants liability | 3,132 | 1,639 | (3,132) | ||
Loss before income taxes | (346,768) | (86,684) | |||
Net loss and comprehensive loss | $ (346,768) | $ (86,686) | |||
Net loss per share, basic (in dollars per share) | $ (1.52) | $ (0.79) | |||
Net loss per share, diluted (in dollars per share) | $ (1.52) | (0.79) | |||
Net loss per share, basic (in dollars per share) | (0.78) | ||||
Net loss per share, diluted (in dollars per share) | $ (0.78) | ||||
Additional paid-in capital | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Total stockholders' (deficit) equity | 910,579 | $ 1,036,104 | $ 910,579 | 202,796 | |
Accumulated deficit | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Total stockholders' (deficit) equity | (345,361) | (692,129) | (345,361) | $ (258,675) | |
Net loss and comprehensive loss | (346,768) | (86,686) | |||
Accounting for Derivative Liability | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Private placement warrants liability | 6,613 | 6,613 | |||
Liabilities | 188,228 | 188,228 | |||
Additional paid-in capital | 910,579 | 910,579 | |||
Accumulated deficit | (345,361) | (345,361) | |||
Total stockholders' (deficit) equity | 565,242 | 565,242 | |||
As Previously Reported | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Private placement warrants liability | 0 | ||||
Additional paid-in capital | 920,324 | 920,324 | |||
Accumulated deficit | (348,493) | (348,493) | |||
Total stockholders' (deficit) equity | 571,855 | 571,855 | |||
(Loss) gain on fair value change in private placement warrants liability | 0 | 0 | |||
Loss before income taxes | (89,816) | ||||
Net loss and comprehensive loss | $ (89,818) | ||||
Net loss per share, basic (in dollars per share) | $ (0.81) | ||||
Net loss per share, diluted (in dollars per share) | $ (0.81) | ||||
As Previously Reported | Accounting for Derivative Liability | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Private placement warrants liability | 0 | $ (9,700) | $ 0 | ||
Liabilities | 181,615 | 181,615 | |||
Additional paid-in capital | 920,324 | 920,324 | |||
Accumulated deficit | (348,493) | (348,493) | |||
Total stockholders' (deficit) equity | 571,855 | 571,855 | |||
Adjustments | Accounting for Derivative Liability | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Private placement warrants liability | 6,613 | 6,613 | $ 9,745 | ||
Liabilities | 6,613 | 6,613 | |||
Additional paid-in capital | (9,745) | (9,745) | |||
Accumulated deficit | 3,132 | 3,132 | |||
Total stockholders' (deficit) equity | (6,613) | (6,613) | |||
(Loss) gain on fair value change in private placement warrants liability | $ 3,132 | (3,132) | |||
Loss before income taxes | 3,132 | ||||
Net loss and comprehensive loss | $ 3,132 | ||||
Net loss per share, basic (in dollars per share) | $ 0.03 | ||||
Net loss per share, diluted (in dollars per share) | $ 0.03 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Recapitalization (Details) | Dec. 21, 2020itemshares | Aug. 16, 2020shares | Mar. 04, 2019shares | Dec. 31, 2020shares | Dec. 31, 2019shares | Dec. 31, 2018shares |
Reclassification [Line Items] | ||||||
Number of previous conversions | item | 3 | |||||
Exchange ratio | 1.239434862 | |||||
Shares converted (in shares) | 110,300,000 | 17,900,000 | ||||
Conversion Of Stock, Angel Shares | ||||||
Reclassification [Line Items] | ||||||
Exchange ratio | 1.24 | 0.54 | ||||
Shares converted (in shares) | 41,400,000 | 41,400,000 | ||||
Conversion Of Stock, Seed Shares Issued March 4 2019 | ||||||
Reclassification [Line Items] | ||||||
Exchange ratio | 1.24 | 0.54 | ||||
Conversion Of Stock, Seed Shares Issued May 6 2019 | ||||||
Reclassification [Line Items] | ||||||
Exchange ratio | 1.24 | 0.54 | ||||
Conversion Of Stock, Convertible Debt | ||||||
Reclassification [Line Items] | ||||||
Exchange ratio | 1.24 | |||||
Shares converted (in shares) | 51,000,000 | 51,000,000 | ||||
Common Stock | ||||||
Reclassification [Line Items] | ||||||
Shares converted (in shares) | 136,800,000 | |||||
Common Stock | Conversion Of Stock, Angel Shares | ||||||
Reclassification [Line Items] | ||||||
Conversion of stock (in shares) | 51,300,000 | 51,316,627 | ||||
Common Stock | Conversion Of Stock, Seed Shares Issued March 4 2019 | ||||||
Reclassification [Line Items] | ||||||
Conversion of stock (in shares) | 11,107,496 | |||||
Common Stock | Conversion Of Stock, Seed Shares Issued May 6 2019 | ||||||
Reclassification [Line Items] | ||||||
Conversion of stock (in shares) | 11,107,495 | |||||
Common Stock | Conversion Of Stock, Convertible Debt | ||||||
Reclassification [Line Items] | ||||||
Conversion of debt (in shares) | 63,200,000 | 63,219,362 | ||||
Adjustments | Conversion Of Stock, Convertible Debt | ||||||
Reclassification [Line Items] | ||||||
Shares converted (in shares) | 51,006,603 | |||||
Adjustments | Common Stock | ||||||
Reclassification [Line Items] | ||||||
Retroactive application of merger recapitalization (in shares) | 22,200,000 | |||||
Redeemable Convertible Preference Shares | As Previously Reported | Conversion Of Stock, Angel Shares | ||||||
Reclassification [Line Items] | ||||||
Temporary equity, shares outstanding | 77,000,000 | |||||
Redeemable Convertible Preference Shares | As Previously Reported | Conversion Of Stock, Seed Shares Issued March 4 2019 | ||||||
Reclassification [Line Items] | ||||||
Issuance of redeemable convertible preference shares (shares) | 16,700,000 | 16,666,667 | ||||
Redeemable Convertible Preference Shares | As Previously Reported | Conversion Of Stock, Seed Shares Issued May 6 2019 | ||||||
Reclassification [Line Items] | ||||||
Issuance of redeemable convertible preference shares (shares) | 16,700,000 | 16,666,666 | ||||
Redeemable convertible preference shares - Angel Series | ||||||
Reclassification [Line Items] | ||||||
Conversion of stock (in shares) | 77,000,000 | |||||
Redeemable convertible preference shares - Angel Series | Adjustments | Conversion Of Stock, Angel Shares | ||||||
Reclassification [Line Items] | ||||||
Shares converted (in shares) | 41,403,247 | |||||
Seed Series Redeemable Convertible Preference Shares Tranche 1 | Adjustments | Conversion Of Stock, Seed Shares Issued March 4 2019 | ||||||
Reclassification [Line Items] | ||||||
Shares converted (in shares) | 8,961,742 | |||||
Seed Series Redeemable Convertible Preference Shares Tranche 2 | Adjustments | Conversion Of Stock, Seed Shares Issued May 6 2019 | ||||||
Reclassification [Line Items] | ||||||
Shares converted (in shares) | 8,961,741 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Restricted Cash (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash | $ 2,771 | $ 0 |
Refundable customer deposits | 900 | |
Cash and cash equivalents | 224,721 | 702,422 |
Net Cash Provided by (Used in) Operating Activities | (300,816) | $ (107,054) |
Sales Agreement with Panasonic | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Standby letter of credit in restricted cash | 800 | |
Office Facility in Auburn Hills, MI | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Standby letter of credit in restricted cash | $ 1,100 |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies - Segments, Property and Equipment (Details) | 12 Months Ended | |
Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | |
Property, Plant and Equipment [Line Items] | ||
Number of operating segments | segment | 1 | |
Impairment of long-lived assets | $ | $ 0 | $ 0 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 3 years | |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 5 years | |
Computer hardware | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 3 years | |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 3 years |
Basis of Presentation and Sum_8
Basis of Presentation and Summary of Significant Accounting Policies - Fair Value, Contingent Liability (Details) $ in Thousands | Dec. 31, 2020USD ($) | Dec. 21, 2020USD ($)itemshares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($) |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Recognition of contingent earnout share liability | $ 248,900 | $ 0 | $ 248,878 | |
Gain on fair value change of contingent earnout shares liability | (104,446) | (115,375) | ||
(Loss) gain on fair value change in private placement warrants liability | $ 3,132 | 1,639 | (3,132) | |
Conversion of private placement warrants to public warrants | (8,252) | 0 | ||
Number of tranches for issuance | item | 3 | |||
HCAC | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Number of shares issued or issuable (in shares) | shares | 166,155,697 | |||
Earnout shares | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Liability | 133,500 | 29,100 | 133,500 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Liabilities, beginning fair value | 133,500 | |||
Liabilities, ending fair value | 133,500 | $ 29,100 | 133,500 | |
Earnout shares | HCAC | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Number of shares issued or issuable (in shares) | shares | 15,000,000 | 15,000,000 | ||
Earnout shares | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Liability | 133,503 | $ 29,057 | 133,503 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Liabilities, beginning fair value | 133,503 | 0 | ||
Recognition of contingent earnout share liability | 0 | 248,878 | ||
Gain on fair value change of contingent earnout shares liability | (104,446) | (115,375) | ||
Liabilities, ending fair value | 133,503 | 29,057 | 133,503 | |
Warrant | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Liability | 6,613 | 0 | 6,613 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Liabilities, beginning fair value | 6,613 | 9,745 | ||
(Loss) gain on fair value change in private placement warrants liability | 1,639 | (3,132) | ||
Conversion of private placement warrants to public warrants | (8,252) | 0 | ||
Liabilities, ending fair value | 6,613 | 0 | 6,613 | |
Recurring | Earnout shares | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Liability | 133,503 | 29,057 | 133,503 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Liabilities, beginning fair value | 133,503 | |||
Liabilities, ending fair value | 133,503 | 29,057 | 133,503 | |
Recurring | Warrant | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Liability | 6,613 | 6,613 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Liabilities, beginning fair value | 6,613 | |||
Liabilities, ending fair value | 6,613 | 6,613 | ||
Recurring | Money Market Funds | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets | 702,422 | 227,492 | 702,422 | |
Recurring | Level 1 | Money Market Funds | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets | 702,422 | 227,492 | 702,422 | |
Recurring | Level 2 | Warrant | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Liability | 6,613 | 6,613 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Liabilities, beginning fair value | 6,613 | |||
Liabilities, ending fair value | 6,613 | 6,613 | ||
Recurring | Level 3 | Earnout shares | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Liability | 133,503 | 29,057 | 133,503 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Liabilities, beginning fair value | 133,503 | |||
Liabilities, ending fair value | $ 133,503 | $ 29,057 | $ 133,503 |
Basis of Presentation and Sum_9
Basis of Presentation and Summary of Significant Accounting Policies - Revenue, etc. (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Contract liabilities | $ 0 | $ 0 |
Vesting period (in years) | 4 years | |
Stock-based compensation | $ 108,360 | $ 84,280 |
Business Combination (Details)
Business Combination (Details) - USD ($) | Dec. 21, 2020 | Aug. 17, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Combination | ||||
Exchange ratio | 1.239434862 | |||
Shares authorized (in shares) | 510,000,000 | |||
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Aggregate purchase price | $ 607,136,000 | |||
Goodwill | $ 0 | |||
Intangible assets | $ 0 | |||
HCAC | ||||
Business Combination | ||||
Exchange ratio | 1.239434862 | |||
Shares authorized (in shares) | 510,000,000 | |||
Common stock, shares authorized (in shares) | 500,000,000 | |||
Common stock, par value (in dollars per share) | $ 0.0001 | |||
Preferred stock, shares authorized (in shares) | 10,000,000 | |||
Preferred stock, par value (in dollars per share) | $ 0.0001 | |||
Goodwill | $ 0 | |||
Intangible assets | $ 0 | |||
Number of shares issued or issuable (in shares) | 166,155,697 | |||
HCAC | Earnout shares | ||||
Business Combination | ||||
Number of shares issued or issuable (in shares) | 15,000,000 | 15,000,000 | ||
Hennessy Capital Acquisition Corp. IV H C A C | ||||
Business Combination | ||||
Shares issued (in shares) | 32,325,000 | |||
Purchase price (in dollars per share) | $ 10 | |||
Aggregate purchase price | $ 323,300,000 |
Business Combination - Cash Flo
Business Combination - Cash Flows (Details) - HCAC $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Business Combination | |
Cash - HCAC's trust and cash (net of redemptions) | $ 306,354 |
Cash - PIPE | 323,250 |
Less transaction costs and advisory fees paid | (22,508) |
Net Business Combination and PIPE financing | 607,096 |
Add: non-cash net assets assumed from HCAC | 40 |
Net contributions from Business Combination and PIPE financing | $ 607,136 |
Business Combination - Shares I
Business Combination - Shares Issued (Details) | Dec. 21, 2020shares |
Business Combination | |
Exchange ratio | 1.239434862 |
HCAC | |
Business Combination | |
Balance as of beginning of period (in shares) | 29,730,204 |
Less redemption of HCAC shares (in shares) | (9,571) |
Common stock of HCAC (in shares) | 29,720,633 |
HCAC Founder Shares (in shares) | 7,503,750 |
Shares issued in PIPE (in shares) | 32,325,000 |
Business Combination and PIPE financing shares (in shares) | 69,549,383 |
Legacy Canoo shares (in shares) | 166,155,697 |
Balance as of end of period (in shares) | 235,705,080 |
Number of shares converted (in shares) | 134,100,000 |
Exchange ratio | 1.239434862 |
Prepaids and other current as_3
Prepaids and other current assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Receivable from VDL Nedcar | $ 30,440 | $ 0 |
Deferred battery supplier cost | 18,300 | 0 |
Short term deposits | 7,030 | 0 |
Prepaid expense | 4,865 | 3,154 |
Other current assets | 3,179 | 3,309 |
Prepaids and other current assets | $ 63,814 | $ 6,463 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | $ 224,148 | $ 43,339 |
Less: Accumulated depreciation | (21,834) | (12,913) |
Property and equipment, net | 202,314 | 30,426 |
Depreciation | 8,921 | 7,125 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | 18,040 | 15,292 |
Computer hardware | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | 6,161 | 2,464 |
Computer software | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | 7,837 | 5,159 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | 267 | 63 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | 742 | 519 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | 14,939 | 14,559 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | $ 176,162 | $ 5,283 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Liabilities, Current [Abstract] | ||
Accrued interest expense | $ 0 | $ 34 |
Accrued property and equipment purchases | 34,375 | 3,992 |
Accrued research and development costs | 23,994 | 2,420 |
Accrued professional fees | 9,239 | 1,386 |
Accrued Business Combination costs | 0 | 815 |
Short term lease liability | 788 | 444 |
Accrued battery supplier costs | 10,000 | 0 |
Accrued health insurance benefits | 898 | 0 |
Accrued information technology costs | 763 | 0 |
Other accrued expenses | 3,868 | 1,534 |
Total accrued expenses | $ 83,925 | $ 10,625 |
Long-term Debt, Convertible D_2
Long-term Debt, Convertible Debt and Redeemable Convertible Preference Shares - Convertible Debt (Details) - USD ($) | Mar. 23, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | Aug. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2020 | Aug. 16, 2020 | Apr. 30, 2020 |
Long-term Debt, Convertible Debt and Redeemable Convertible Preference Shares | |||||||||
Gain on extinguishment of debt | $ 0 | $ 5,045,000 | |||||||
Carrying value of debt | $ 286,100,000 | ||||||||
Unpaid accrued interest | $ 5,200,000 | ||||||||
Gain or loss recognized attributable to instrument-specific credit risk | $ 0 | ||||||||
$100M Notes | |||||||||
Long-term Debt, Convertible Debt and Redeemable Convertible Preference Shares | |||||||||
Aggregate principal amount | $ 100,000,000 | ||||||||
Interest rate | 12.00% | ||||||||
Threshold sales price of equity securities | $ 200,000,000 | ||||||||
Percentage of cash price per share paid | 80.00% | 80.00% | 80.00% | ||||||
Debt instrument conversion price | $ 500,000,000 | $ 500,000,000 | |||||||
Unpaid and accrued interest, forgiveness | 7,400,000 | ||||||||
Gain on extinguishment of debt | 8,300,000 | ||||||||
Carrying value of debt | 88,700,000 | ||||||||
Unpaid accrued interest | 7,400,000 | ||||||||
Fair value of the embedded derivative liability | 17,700,000 | ||||||||
Fair value of Notes | $ 105,600,000 | 105,600,000 | |||||||
Accretion of the debt discount in interest expense | $ 2,600,000 | ||||||||
$15M Notes | |||||||||
Long-term Debt, Convertible Debt and Redeemable Convertible Preference Shares | |||||||||
Aggregate principal amount | $ 15,000,000 | ||||||||
Percentage of cash price per share paid | 80.00% | ||||||||
Debt instrument conversion price | $ 500,000,000 | ||||||||
$15M Notes | New Noteholders | |||||||||
Long-term Debt, Convertible Debt and Redeemable Convertible Preference Shares | |||||||||
Aggregate principal amount | 5,000,000 | ||||||||
$15M Notes | Affiliates | |||||||||
Long-term Debt, Convertible Debt and Redeemable Convertible Preference Shares | |||||||||
Aggregate principal amount | 10,000,000 | ||||||||
$10.3M Notes | |||||||||
Long-term Debt, Convertible Debt and Redeemable Convertible Preference Shares | |||||||||
Aggregate principal amount | $ 10,300,000 | ||||||||
Interest rate | 8.00% | ||||||||
Threshold sales price of equity securities | $ 200,000,000 | ||||||||
Percentage of cash price per share paid | 80.00% | ||||||||
Debt instrument conversion price | $ 500,000,000 | ||||||||
$155.3M Notes | |||||||||
Long-term Debt, Convertible Debt and Redeemable Convertible Preference Shares | |||||||||
Aggregate principal amount | $ 155,300,000 | ||||||||
Interest rate | 8.00% | ||||||||
$155.3M Notes | New Noteholders | |||||||||
Long-term Debt, Convertible Debt and Redeemable Convertible Preference Shares | |||||||||
Aggregate principal amount | $ 75,300,000 | ||||||||
$155.3M Notes | Affiliates | |||||||||
Long-term Debt, Convertible Debt and Redeemable Convertible Preference Shares | |||||||||
Aggregate principal amount | $ 80,000,000 |
Long-term Debt, Convertible D_3
Long-term Debt, Convertible Debt and Redeemable Convertible Preference Shares - Exchange of Debt (Details) - USD ($) $ in Thousands, shares in Millions | Dec. 21, 2020 | Aug. 16, 2020 | Aug. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Long-term Debt, Convertible Debt and Redeemable Convertible Preference Shares | |||||
Aggregate principal amount | $ 280,500 | ||||
Fair value of convertible debt | 286,100 | ||||
Change in fair value | $ 100 | ||||
Total gain on extinguishment | $ 41,600 | ||||
Effective capital contribution | 36,500 | ||||
Gain on extinguishment of debt | $ 0 | $ 5,045 | |||
Adjusted carrying value of the Notes | 286,100 | ||||
Unpaid accrued interest | 5,200 | ||||
Redeemable Convertible Preference Shares | |||||
Long-term Debt, Convertible Debt and Redeemable Convertible Preference Shares | |||||
Fair value of equity | $ 249,800 | ||||
A Series Redeemable Convertible Preference Shares | |||||
Long-term Debt, Convertible Debt and Redeemable Convertible Preference Shares | |||||
Shares issued in debt conversion (in shares) | 31.6 | ||||
Gain on extinguishment of debt | $ (90,500) | ||||
Fair value of equity | $ 290,500 | ||||
A-1 Series Redeemable Convertible Preference Shares | |||||
Long-term Debt, Convertible Debt and Redeemable Convertible Preference Shares | |||||
Shares issued in debt conversion (in shares) | 19.4 |
Long-term Debt, Convertible D_4
Long-term Debt, Convertible Debt and Redeemable Convertible Preference Shares - Exchange of Preference Shares (Details) - USD ($) $ in Thousands, shares in Millions | Dec. 21, 2020 | Aug. 16, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Long-term Debt, Convertible Debt and Redeemable Convertible Preference Shares | ||||
Gain on extinguishment of debt | $ 0 | $ 5,045 | ||
Redeemable convertible preference shares - Angel Series | ||||
Long-term Debt, Convertible Debt and Redeemable Convertible Preference Shares | ||||
Conversion of stock (in shares) | 77 | |||
Redeemable convertible preference shares - Seed Series | ||||
Long-term Debt, Convertible Debt and Redeemable Convertible Preference Shares | ||||
Conversion of stock (in shares) | 33.3 | |||
Fair value of equity | $ 200,000 | |||
A Series Redeemable Convertible Preference Shares | ||||
Long-term Debt, Convertible Debt and Redeemable Convertible Preference Shares | ||||
Conversion of stock (in shares) | 59.3 | |||
Deemed dividend | $ 90,500 | $ 90,500 | ||
Fair value of equity | $ 290,500 | |||
Gain on extinguishment of debt | $ (90,500) |
Long-term Debt, Convertible D_5
Long-term Debt, Convertible Debt and Redeemable Convertible Preference Shares - Dividends (Details) $ in Millions | Dec. 21, 2020USD ($) |
Long-term Debt, Convertible Debt and Redeemable Convertible Preference Shares | |
Cumulative dividends in arrears | $ 42 |
Redeemable Convertible Preference Shares | |
Long-term Debt, Convertible Debt and Redeemable Convertible Preference Shares | |
Dividend rate | 8.00% |
Long-term Debt, Convertible D_6
Long-term Debt, Convertible Debt and Redeemable Convertible Preference Shares - Exchange (Details) - USD ($) $ in Millions | Dec. 21, 2020 | Aug. 16, 2020 |
Long-term Debt, Convertible Debt and Redeemable Convertible Preference Shares | ||
Shares converted (in shares) | 110,300,000 | 17,900,000 |
Exchange ratio | 1.239434862 | |
Cumulative dividends in arrears | $ 42 | |
Common Stock | ||
Long-term Debt, Convertible Debt and Redeemable Convertible Preference Shares | ||
Shares converted (in shares) | 136,800,000 |
Related Party Promissory Note_2
Related Party Promissory Note and Convertible Debt (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2020 | Mar. 31, 2020 | Aug. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 16, 2020 | Mar. 23, 2020 | |
Long-term Debt, Convertible Debt and Redeemable Convertible Preference Shares | ||||||||
Gain on extinguishment of debt | $ 0 | $ 5,045 | ||||||
Carrying value of debt | $ 286,100 | |||||||
Accrued interest | $ 5,200 | |||||||
$100M Notes | ||||||||
Long-term Debt, Convertible Debt and Redeemable Convertible Preference Shares | ||||||||
Principal amount | $ 100,000 | |||||||
Interest rate | 12.00% | |||||||
Addition during the year | $ 17,800 | |||||||
Amount outstanding | $ 86,100 | |||||||
Unamortized debt discount | 13,900 | |||||||
Interest expense | $ 3,800 | |||||||
Percentage of cash price per share paid | 80.00% | 80.00% | 80.00% | |||||
Debt instrument conversion price | $ 500,000 | $ 500,000 | ||||||
Unpaid and accrued interest, forgiveness | 7,400 | |||||||
Gain on extinguishment of debt | 8,300 | |||||||
Carrying value of debt | 88,700 | |||||||
Accrued interest | 7,400 | |||||||
Fair value of the embedded derivative liability | 17,700 | |||||||
Fair value of Notes | $ 105,600 | $ 105,600 |
Operating Leases - Narrative (D
Operating Leases - Narrative (Details) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021USD ($)term | Dec. 31, 2020USD ($) | Oct. 20, 2021 | Jan. 01, 2021 | Apr. 30, 2018 | |
Lessee, Lease, Description [Line Items] | |||||
Percentage of escalation clause per annum | 3.00% | ||||
Incremental borrowing rate | 7.90% | 7.90% | |||
Operating lease right-of-use assets | $ 14,228 | $ 12,913 | |||
Operating lease liabilities | 14,614 | 13,700 | |||
Current portion of operating lease liabilities | $ 788 | $ 444 | |||
Operating lease liability location | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities | |||
Weighted average remaining lease term | 10 years 8 months 12 days | 12 years 3 months 18 days | |||
Lease not yet commenced, initial term | 11 years | ||||
Lease not yet commenced, renewal term | 5 years | ||||
Lease not yet commenced, minimum lease payments | $ 12,700 | ||||
Investor | |||||
Lessee, Lease, Description [Line Items] | |||||
Related party transaction amount | $ 1,300 | $ 1,700 | |||
Office Facility in Torrance, CA | |||||
Lessee, Lease, Description [Line Items] | |||||
Term of lease | 15 years | ||||
Number of options to extend the lease term | term | 2 | ||||
Commencing period | 60 months | ||||
Office Facility in Justin, TX | |||||
Lessee, Lease, Description [Line Items] | |||||
Term of lease | 5 years | ||||
Number of options to extend the lease term | term | 1 | ||||
Commencing period | 60 months |
Operating Leases - Maturities o
Operating Leases - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2022 | $ 1,909 | |
2023 | 1,966 | |
2024 | 2,025 | |
2025 | 2,085 | |
2026 | 1,848 | |
Thereafter | 12,344 | |
Total lease payments | 22,177 | |
Less: imputed interest | 7,563 | |
Operating lease liabilities | 14,614 | $ 13,700 |
Current portion of operating lease liabilities | 788 | 444 |
Operating lease liabilities, net of current portion | $ 13,826 | $ 13,262 |
Contingent Earnout Shares Lia_2
Contingent Earnout Shares Liability (Details) $ / shares in Units, $ in Thousands | Dec. 21, 2020USD ($)d$ / sharesshares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($) |
Embedded Derivative [Line Items] | |||
Recognition of contingent earnout share liability | $ | $ 248,900 | $ 0 | $ 248,878 |
Gain on fair value change in contingent earnout shares liability | $ | 104,446 | 115,375 | |
HCAC | |||
Embedded Derivative [Line Items] | |||
Number of shares issued or issuable (in shares) | shares | 166,155,697 | ||
Earnout shares | |||
Embedded Derivative [Line Items] | |||
Fair value of derivative liability | $ | $ 29,100 | $ 133,500 | |
Earnout shares | HCAC | |||
Embedded Derivative [Line Items] | |||
Number of shares issued or issuable (in shares) | shares | 15,000,000 | 15,000,000 | |
Contingent Consideration, Earnout Shares, Tranche 1 | |||
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 | HCAC | |||
Embedded Derivative [Line Items] | |||
Number of shares issued or issuable (in shares) | shares | 5,000,000 | ||
Contingent Consideration, Earnout Shares, Tranche 2 | |||
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 | HCAC | |||
Embedded Derivative [Line Items] | |||
Number of shares issued or issuable (in shares) | shares | 5,000,000 | ||
Contingent Consideration, Earnout Shares, Tranche 3 | |||
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 | HCAC | |||
Embedded Derivative [Line Items] | |||
Number of shares issued or issuable (in shares) | shares | 5,000,000 |
Stock-based Compensation - Plan
Stock-based Compensation - Plans and Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Aug. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 21, 2020 | Nov. 25, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Exchange ratio | 1.239434862 | |||||
Vesting period (in years) | 4 years | |||||
Performance-based stock options granted (in shares) | 0 | |||||
Issuance of shares upon exercise of share options (in shares) | 70,396 | |||||
Unvested options exercised (in shares) | 0 | |||||
Share-based compensation expense | $ 108,360 | $ 84,280 | ||||
Shares issued upon early exercise of share options that remain unvested (in shares) | 2,500,099 | |||||
Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized (in shares) | 8,027,473 | 1,003,828 | ||||
Equity instruments granted (in shares) | 4,285,026 | 13,641 | ||||
Options to purchase Common Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expiration period | 10 years | |||||
Vesting percentage | 25.00% | |||||
Vesting period (in years) | 3 years | |||||
Remaining award vesting period (in years) | 2 years | |||||
Stock options outstanding (in shares) | 264,757 | |||||
Stock options unvested (in shares) | 91,559 | |||||
Total grant date fair value of share options granted | $ 100 | |||||
Weighted average grant date fair value per share of options | $ 0.44 | |||||
Share-based compensation expense | $ 700 | $ 900 | ||||
Total unrecognized compensation cost related to options | $ 1,000 | $ 2,000 | ||||
Period of recognition, unrecognized compensation cost | 10 months 24 days | 1 year 8 months 12 days | ||||
Performance Based Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Performance-based stock options granted (in shares) | 0 | 0 | ||||
Performance-Based Restricted Stock Units (PSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Equity instruments granted (in shares) | 10,034,279 | |||||
2018 Equity Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Exchange ratio | 1.239434862 | |||||
Number of shares authorized (in shares) | 18,162,573 | 15,281,513 | ||||
2020 Equity Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized (in shares) | 26,898,554 | |||||
Equity instruments granted (in shares) | 0 | |||||
2020 Equity Plan | Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Equity instruments granted (in shares) | 13,640,895 | |||||
Vesting period (in years) | 4 years |
Stock-based Compensation - Rest
Stock-based Compensation - Restricted Stock Awards (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 18, 2020 | Dec. 31, 2020 | May 06, 2019 | Dec. 31, 2021 |
Employee Stock Ownership Plan (ESOP), Shares in ESOP [Abstract] | ||||
Vesting period (in years) | 4 years | |||
Restricted stock awards | ||||
Employee Stock Ownership Plan (ESOP), Shares in ESOP [Abstract] | ||||
Shares sold (in shares) | 30,188,011 | |||
Purchase price per share (in dollars per share) | $ 0.008 | |||
Vesting percentage | 25.00% | |||
Vesting period (in years) | 36 months | |||
SOP incremental fair value from modification | $ 105.3 | |||
SOP compensation expense | $ 77.7 | |||
Restricted stock awards | 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 | |||
Restricted stock awards | Share-based Payment Arrangement, Tranche Two | ||||
Employee Stock Ownership Plan (ESOP), Shares in ESOP [Abstract] | ||||
Vesting percentage | 37.50% | |||
Vesting period (in years) | 36 months | |||
Restricted stock awards | Share-based Payment Arrangement, Tranche Three | ||||
Employee Stock Ownership Plan (ESOP), Shares in ESOP [Abstract] | ||||
Vesting percentage | 50.00% |
Stock-based Compensation - Re_2
Stock-based Compensation - Restricted Stock Units (Details) - USD ($) $ in Millions | May 14, 2021 | Nov. 25, 2020 | Nov. 30, 2021 | Apr. 30, 2021 | Jan. 31, 2021 | Aug. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 21, 2020 | Nov. 30, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period (in years) | 4 years | |||||||||
2020 Equity Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares authorized (in shares) | 26,898,554 | |||||||||
Equity instruments granted (in shares) | 0 | |||||||||
Restricted Stock Units (RSUs) | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares authorized (in shares) | 1,003,828 | 8,027,473 | ||||||||
Equity instruments granted (in shares) | 4,285,026 | 13,641 | ||||||||
Number of shares per unit (in shares) | 1 | |||||||||
Number of shares for which authorization has been withdrawn (in shares) | 2,503,011 | |||||||||
Shares approved but not yet granted (in shares) | 1,239,435 | |||||||||
Shares cancelled (in shares) | 240,441 | 1,533 | ||||||||
Shares whose vesting was accelerated (in shares) | 998,994 | |||||||||
Accelerated cost | $ 18 | |||||||||
Total fair value of shares granted | $ 133.6 | $ 36.7 | ||||||||
Equity instruments vested in period (in shares) | 3,684 | |||||||||
Restricted Stock Units (RSUs) | 2020 Equity Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Equity instruments granted (in shares) | 13,640,895 | |||||||||
Vesting period (in years) | 4 years | |||||||||
Equity instruments vested in period (in shares) | 998,994 | |||||||||
Performance-Based Restricted Stock Units (PSUs) | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Equity instruments granted (in shares) | 10,034,279 | |||||||||
Shares cancelled (in shares) | 0 | |||||||||
Equity instruments vested in period (in shares) | 0 | |||||||||
Chief Executive Officer | Restricted Stock Units (RSUs) | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares authorized (in shares) | 1,003,828 | |||||||||
Equity instruments granted (in shares) | 500,000 | |||||||||
Number of shares per unit (in shares) | 1 | |||||||||
Vesting period (in years) | 3 years | |||||||||
Total fair value of shares granted | $ 19.4 | |||||||||
Chief Executive Officer | Performance-Based Restricted Stock Units (PSUs) | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares authorized (in shares) | 1,003,828 | |||||||||
Equity instruments granted (in shares) | 6,000,000 | 2,000,000 | ||||||||
Vesting period (in years) | 5 years |
Stock-based Compensation - Re_3
Stock-based Compensation - Restricted Stock Units Activity (Details) - $ / shares | Nov. 25, 2020 | Aug. 31, 2020 | Dec. 31, 2021 |
Weighted-Average Grant-Date Fair Value | |||
Unvested at end of period (in dollars per share) | $ 5.08 | ||
Restricted Stock Units (RSUs) | |||
Shares | |||
Unvested at beginning of period (in shares) | 5,393 | ||
Granted (in shares) | 4,285,026 | 13,641 | |
Vested (in shares) | (3,684) | ||
Forfeited (in shares) | (240,441) | (1,533) | |
Unvested at end of period (in shares) | 13,817 | ||
Weighted-Average Grant-Date Fair Value | |||
Unvested at beginning of period (in dollars per share) | $ 6.70 | ||
Granted (in dollars per share) | 9.80 | ||
Vested (in dollars per share) | 12.92 | ||
Forfeited (in dollars per share) | 7.68 | ||
Unvested at end of period (in dollars per share) | $ 7.99 |
Stock-based Compensation - Perf
Stock-based Compensation - Performance Stock Unit Awards (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Nov. 30, 2021 | May 31, 2021 | Apr. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period (in years) | 4 years | |||||
Share-based compensation expense | $ 108,360 | $ 84,280 | ||||
Performance-Based Restricted Stock Units (PSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Equity instruments granted (in shares) | 10,034,279 | |||||
Performance-Based Restricted Stock Units (PSUs) | Chief Executive Officer | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized (in shares) | 1,003,828 | |||||
Equity instruments granted (in shares) | 6,000,000 | 2,000,000 | ||||
Vesting period (in years) | 5 years | |||||
Grant date fair value | $ 40,300 | $ 15,600 | ||||
Share-based compensation expense | $ 6,300 | |||||
Performance-Based Restricted Stock Units (PSUs) | Chief Executive Officer | Share-based Payment Arrangement, Tranche One | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Equity instruments granted (in shares) | 1,703,828 | |||||
Vesting period (in years) | 3 years | |||||
Performance-Based Restricted Stock Units (PSUs) | Chief Executive Officer | Share-based Payment Arrangement, Tranche Two | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Equity instruments granted (in shares) | 300,000 |
Stock-based Compensation - Pe_2
Stock-based Compensation - Performance Stock Unit Awards Activity (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Weighted-Average Grant-Date Fair Value | |
Unvested at end of period (in dollars per share) | $ 5.08 |
Performance-Based Restricted Stock Units (PSUs) | |
Shares | |
Unvested at beginning of period (in shares) | shares | 1,004,000 |
Granted (in shares) | shares | 10,034,279 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Unvested at end of period (in shares) | shares | 11,038,000 |
Weighted-Average Grant-Date Fair Value | |
Unvested at beginning of period (in dollars per share) | $ 15.58 |
Granted (in dollars per share) | 4.03 |
Vested (in dollars per share) | 0 |
Forfeited (in dollars per share) | $ 0 |
Unvested at end of period (in dollars per share) |
Stock-based Compensation - Expe
Stock-based Compensation - Expense by Line Item (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 108,360 | $ 84,280 |
Unrecognized compensation cost | 117,800 | |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 25,768 | 59,410 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 82,592 | $ 24,870 |
Capital Structure - Shares Auth
Capital Structure - Shares Authorized, Issued, and Outstanding (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Equity [Abstract] | ||
Shares authorized (in shares) | 510,000,000 | |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Common stock, shares issued (in shares) | 238,578,366 | 235,753,000 |
Common stock, shares outstanding (in shares) | 238,578,366 | 235,753,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Capital Structure - Warrants (D
Capital Structure - Warrants (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)d$ / sharesshares | Dec. 31, 2020USD ($) | |
Class of Warrant or Right [Line Items] | ||
Shares of common stock per warrant (in shares) | shares | 1 | |
Warrant exercise price (in dollars per share) | $ / shares | $ 11.50 | |
Redemption price (in dollars per share) | $ / shares | $ 0.01 | |
Written notice of redemption | 30 days | |
Closing price (in dollars per share) | $ / shares | $ 18 | |
Trading days | d | 20 | |
Proceeds from exercise of public warrants (in shares) | shares | 598,275 | |
Proceeds from exercise of public warrants | $ | $ 6,880 | $ 0 |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding (in shares) | shares | 23,755,069 |
Net Loss per Share (Details)
Net Loss per Share (Details) - USD ($) shares in Thousands, $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Adjustment for accumulated dividends on convertible preferred shares | $ 42 | |
Early exercise of unvested stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount (in shares) | 2,500 | 5,280 |
Options to purchase Common Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount (in shares) | 265 | 324 |
Restricted Common Stock shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount (in shares) | 3,552 | 7,587 |
Restricted Stock Units (RSUs) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount (in shares) | 24,855 | 8,524 |
Income Taxes - Components of th
Income Taxes - Components of the provision (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current Federal, State and Local, Tax Expense (Benefit) [Abstract] | ||
Provision for federal income taxes | $ 0 | $ 0 |
Provision for state income taxes | 0 | 2 |
Provision for income taxes | $ 0 | $ 2 |
Income Taxes - Tax rate reconci
Income Taxes - Tax rate reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||
Tax at the statutory rate | $ (72,821) | $ (18,204) |
State tax – net of federal benefit | (21,015) | (8,464) |
Officer compensation | 6,749 | 28 |
Cancellation of debt income | 0 | (1,060) |
Earnout Liability | (21,934) | (24,229) |
Interest Expense | 0 | 2,217 |
Stock Compensation | 9,136 | 16,435 |
Provision to Return | (330) | (1,403) |
U.S. Tax Credits | (4,528) | (2,450) |
Other Rate Impacting Items | 988 | (642) |
Change in valuation allowance | 103,755 | 37,774 |
Provision for income taxes | $ 0 | $ 2 |
Income Taxes - Net deferred inc
Income Taxes - Net deferred income tax assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Components of Deferred Tax Assets [Abstract] | |||
Net operating loss carry-forwards | $ 165,032 | $ 72,092 | |
Research and development credits | 12,864 | 7,695 | |
Stock-based compensation | 6,264 | 1,183 | |
Other | 1,207 | 998 | |
Total gross deferred income tax assets | 185,367 | 81,968 | |
Less: Valuation allowance | (185,367) | (81,968) | $ (41,844) |
Net deferred income tax assets | $ 0 | $ 0 |
Income Taxes - Valuation allowa
Income Taxes - Valuation allowance on the deferred income tax assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Additions charged to income tax provision | $ 103,400 | $ 40,100 |
Deferred Tax Assets Valuation Allowance [Roll Forward] | ||
Beginning balance | (81,968) | (41,844) |
Additions charged to income tax provision | (103,755) | (37,774) |
Other changes to valuation allowance | 356 | (2,350) |
Ending balance | $ (185,367) | $ (81,968) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Uncertain tax positions | $ (40.3) | |
Income tax examination, penalties | 0 | $ 0 |
Income tax examination, interest | 0 | 0 |
Research and development | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credits | 12.9 | $ 7.7 |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 585.7 | |
State and Local Jurisdiction | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 601.9 |
Income Taxes - Gross unrecogniz
Income Taxes - Gross unrecognized tax benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Beginning balance | $ (35,558) | $ (8,427) |
Increases in balances related to tax positions taken during current period | (4,529) | (29,812) |
Reductions related to changes in estimates | (640) | 3,230 |
Other (increase) decrease | 469 | (549) |
Ending balance | (40,258) | (35,558) |
Income tax examination, interest | 0 | 0 |
Income tax examination, penalties | $ 0 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Aircraft Expense Reimbursement | Board of Directors Chairman | ||
Related Party Transaction [Line Items] | ||
Related party transaction amount | $ 1.8 | $ 0.5 |
Shared Services Support | Board of Directors Chairman | ||
Related Party Transaction [Line Items] | ||
Related party transaction amount | 0.5 | |
Consulting Services | President | ||
Related Party Transaction [Line Items] | ||
Related party transaction amount | $ 0.2 |
Subsequent events (Details)
Subsequent events (Details) $ in Thousands | Feb. 22, 2022USD ($) | Feb. 16, 2022USD ($) | Jan. 03, 2022shares | Jul. 01, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Jan. 21, 2022USD ($) |
Subsequent Event [Line Items] | |||||||
Operating lease liabilities | $ 14,614 | $ 13,700 | |||||
Prepayment to VDL Nedcar | $ 26,134 | $ 0 | |||||
Manufacturing Services Agreement With Vdl Nedcar | |||||||
Subsequent Event [Line Items] | |||||||
Prepayment to VDL Nedcar | $ 30,400 | ||||||
Subsequent Event | Manufacturing Services Agreement With Vdl Nedcar | |||||||
Subsequent Event [Line Items] | |||||||
Prepayment to VDL Nedcar | $ 8,400 | ||||||
Proceeds from Legal Settlements | $ 30,400 | ||||||
Subsequent Event | Employee Stock | |||||||
Subsequent Event [Line Items] | |||||||
Shares available in ESPP (in shares) | shares | 4,034,783 | ||||||
Term of share increase to ESPP | 10 years | ||||||
Percent increase in shares | 0.01 | ||||||
Shares contributed to ESPP (in shares) | shares | 8,069,566 | ||||||
Share-Based Compensation Arrangement By Share-based Payment Award, Purchase Period | 3 months | ||||||
Industrialization Facility in Bentonville, AR | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Term of lease | 10 years | ||||||
Operating lease liabilities | $ 17,700 |