fsr-20220930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

______________________

FORM 10-Q

______________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission file number: 001-39160

______________________

FISKER INC.

(Exact name of registrant as specified in its charter)

______________________


Delaware			82-3100340
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

1888 Rosecrans Avenue, Manhattan Beach, CA 90266

(Address of principal executive offices)

(833) 434-7537

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

______________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

symbol(s)

Name of each exchange

on which registered

Class A Common Stock, par value of $0.00001 per share

FSR

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

______________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 3, 2022, the registrant had 179,556,338 shares of Class A Common Stock and 132,354,128 shares of Class B Common Stock, par value $0.00001 per share, outstanding.

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TABLE OF CONTENTS


PART I – FINANCIAL INFORMATION			5
Item 1. Financial Statements.			5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.			25
Item 3. Quantitative and Qualitative Disclosures About Market Risk.			38
Item 4. Controls and Procedures			38
PART II – OTHER INFORMATION			39
Item 1. Legal Proceedings.			39
Item 1A. Risk Factors.			39
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.			40
Item 3. Defaults Upon Senior Securities.			40
Item 4. Mine Safety Disclosures			40
Item 5. Other Information.			40
Item 6. Exhibits.			40
SIGNATURE			41

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are forward-looking and as such are not historical facts. These forward-looking statements include, without limitation, statements regarding future financial performance, business strategies, expansion plans, future results of operations, estimated revenues, losses, projected costs, prospects, plans and objectives of management. These forward-looking statements are based on our management’s current expectations, estimates, projections and beliefs, as well as a number of assumptions concerning future events, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this report, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “would” and variations thereof and similar words and expressions are intended to identify such forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this report may include, for example, statements about:

•our ability to grow and manage growth profitably;

•our ability to continue to enter into binding contracts with OEMs or tier-one suppliers in order to execute on our business plan;

•our ability to execute our business model, including market acceptance of our planned products and services;

•our expansion plans and opportunities;

•our expectations regarding future expenditures;

•our ability to raise capital in the future;

•our ability to attract and retain qualified employees and key personnel;

•the possibility that we may be adversely affected by other economic, business or competitive factors;

•changes in applicable laws or regulations;

•the outcome of any known and unknown litigation and regulatory proceedings;

•our ability to maintain the listing of our Class A common stock, par value $0.00001 per share ("Class A Common Stock") on the New York Stock Exchange ("NYSE");

•the possibility that COVID-19, the Russian-Ukraine war or rising inflation may adversely affect the results of our operations, financial position and cash flows; and

•other factors described in this report, including those described in the section entitled “Risk Factors” under Part I, Item 1A of our most recent Annual Report on Form 10-K for the year ended December 31, 2021 filed with the U.S. Securities and Exchange Commission (“SEC”) on February 28, 2022, as supplemented by Quarterly Reports on Form 10-Q subsequently filed with the SEC.

The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on our business. There can be no assurance that future developments affecting our business will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the section entitled “Risk Factors” under Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on February 28, 2022 and those factors described in the section entitled “Risk Factors” under Part II, Item 1A of this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all such risk factors, nor can we assess the effect of all such risk factors on our business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

The forward-looking statements made by us in this report speak only as of the date of this report. Except to the extent required under the federal securities laws and rules and regulations of the SEC, we disclaim any obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect

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the occurrence of unanticipated events. In light of these risks and uncertainties, there is no assurance that the events or results suggested by the forward-looking statements will in fact occur, and you should not place undue reliance on these forward-looking statements.

WEBSITE AND SOCIAL MEDIA DISCLOSURE

We use our website (www.fiskerinc.com) and various social media channels as a means of disclosing information about the company and its products to its customers, investors and the public (e.g., @fiskerinc, @fiskerofficial, #fiskerinc, #henrikfisker and #fisker on Twitter, Facebook, Instagram, YouTube, TikTok and LinkedIn). The information posted on social media channels is not incorporated by reference in this report or in any other report or document we file with the SEC. The information we post through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive e-mail alerts and other information about the Company when you enroll your e-mail address by visiting the “Investor Email Alerts” section of our website at www.investors.fiskerinc.com. Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive e-mail alerts and other information about the Company when you enroll your e-mail address by visiting the “Investor Email Alerts” section of our website at www.investors.fiskerinc.com.

ADDITIONAL INFORMATION

Unless the context indicates otherwise, references in this report to the “Company,” “Fisker,” “we,” “us,” “our” and similar terms refer to Fisker Inc. (f/k/a Spartan Energy Acquisition Corp.) and its consolidated subsidiaries (including Fisker Group Inc. or Legacy Fisker). References to “Spartan” refer to Spartan Energy Acquisition Corp., our predecessor company prior to the consummation of the Business Combination (as defined below).

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Fisker Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except share data)

(Unaudited)


	As of September 30, 2022		As of December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	824,696	$	1,202,439
Prepaid expenses and other current assets	35,039		30,423
Equity investment	4,360		—
Total current assets	864,095		1,232,862
Non-current assets:
Property and equipment, net	235,585		85,643
Intangible assets	251,609		231,525
Right-of-use assets, net	27,804		18,285
Other non-current assets	32,963		24,637
Total non-current assets	547,961		360,090
TOTAL ASSETS	$	1,412,056	$	1,592,952
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	18,277	$	28,143
Accrued expenses	99,433		79,634
Lease liabilities	5,876		4,552
Total current liabilities	123,586		112,329
Non-current liabilities:
Customer deposits	14,153		6,300
Lease liabilities	23,234		14,933
Convertible senior notes	660,395		659,348
Total non-current liabilities	697,782		680,581
Total liabilities	821,368		792,910
COMMITMENTS AND CONTINGENCIES (Note 13)
Stockholders’ equity:
Preferred stock, $0.00001 par value; 15,000,000 shares authorized; no shares issued and outstanding as of September 30, 2022 and December 31, 2021	—		—
Class A Common stock, $0.00001 par value; 750,000,000 shares authorized; 179,493,167 and 164,377,306 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively	2		2
Class B Common stock, $0.00001 par value; 150,000,000 shares authorized; 132,354,128 shares issued and outstanding as of September 30, 2022 and December 31, 2021	1		1
Additional paid-in capital	1,587,322		1,419,284
Accumulated deficit	(996,637)		(619,245)
Total stockholders’ equity	590,688		800,042
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,412,056	$	1,592,952

The accompanying notes are an integral part of these consolidated financial statements.

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Fisker Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

For the Three and Nine Months ended September 30, 2022 and 2021

(In thousands, except share and per share data)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Revenue	$	14	$	15	$	36	$	65
Cost of goods sold	6		16		25		47
Gross margin	8		(1)		11		18
Operating costs and expenses:
General and administrative	22,102		10,273		61,615		24,012
Research and development	117,885		99,291		290,505		171,807
Total operating costs and expenses	139,987		109,564		352,120		195,819
Loss from operations	(139,979)		(109,565)		(352,109)		(195,801)
Other income (expense):
Other income (expense), net	270		(84)		(553)		(98)
Interest income	3,075		155		4,693		415
Interest expense	(4,693)		(2,147)		(13,827)		(2,147)
Change in fair value of derivatives	—		—		—		(138,436)
Foreign currency gain (loss)	(7,285)		1,797		(9,956)		3,158
Unrealized loss recognized on equity securities	(730)		—		(5,640)		—
Total other income (expense)	(9,363)		(279)		(25,283)		(137,108)
Net loss	$	(149,342)	$	(109,844)	$	(377,392)	$	(332,909)
Net loss per common share
Net loss per share attributable to Class A and Class B Common shareholders- Basic and Diluted	$	(0.49)	$	(0.37)	$	(1.26)	$	(1.15)
Weighted average shares outstanding
Weighted average Class A and Class B Common shares outstanding- Basic and Diluted	303,224,595		296,133,530		299,462,065		290,445,265

The accompanying notes are an integral part of these consolidated financial statements.

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Fisker Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

(In thousands, except share data)

(Unaudited)


	Class A Common Stock			Class B Common Stock			Additional Paid-in Capital		Accumulated Deficit		Stockholders’ Deficit
Three Months Ended September 30, 2022	Shares	Amount		Shares	Amount
Balance at June 30, 2022	166,279,680	$	2	132,354,128	$	1	$	1,453,662	$	(847,295)	$	606,370
Stock-based compensation	—	—		—	—		11,166		—		$	11,166
Exercise of stock options and issuance of restricted stock unit awards, net of statutory tax withholdings	110,279	—		—	—		41		—		$	41
Recognition of Magna warrants

SEC Form 10-Q filed by Fisker Inc.