fsr-20230630

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 June 30, 2023


☐			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 August 4, 2023, the registrant had 210,834,088 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.			28
Item 3. Quantitative and Qualitative Disclosures About Market Risk.			37
Item 4. Controls and Procedures			37
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.			39
Item 3. Defaults Upon Senior Securities.			39
Item 4. Mine Safety Disclosures			39
Item 5. Other Information.			39
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 the Russian-Ukraine war, inflation and governmental responses to an inflationary environment, or public heath issues, including epidemics or pandemics, 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, 2022 filed with the U.S. Securities and Exchange Commission (“SEC”) on March 1, 2023, as supplemented by reports 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, 2022 filed with the SEC on March 1, 2023. 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 June 30, 2023		As of December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	467,549	$	736,549
Restricted cash	54,233		—
Inventory	172,996		4,276
Prepaid expenses and other current assets	148,650		87,489
Equity investment	2,750		3,140
Total current assets	846,178		831,454
Non-current assets:
Property and equipment, net	539,742		387,137
Intangible assets	236,896		246,922
Right-of-use assets, net	53,037		33,424
Other non-current assets	54,435		16,489
Total non-current assets	884,110		683,972
TOTAL ASSETS	$	1,730,288	$	1,515,426
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	183,279	$	58,871
Accrued expenses	393,683		264,925
Lease liabilities	9,251		7,085
Total current liabilities	586,213		330,881
Non-current liabilities:
Customer deposits	15,310		15,334
Lease liabilities	42,655		27,884
Convertible senior notes	661,683		660,822
Total non-current liabilities	719,648		704,040
Total liabilities	1,305,861		1,034,921
COMMITMENTS AND CONTINGENCIES (Note 14)
Stockholders’ equity:
Preferred stock, $0.00001 par value; 15,000,000 shares authorized; no shares issued and outstanding as of June 30, 2023 and December 31, 2022	—		—
Class A Common stock, $0.00001 par value; 750,000,000 shares authorized; 210,179,237 and 187,599,812 shares issued and outstanding as of June 30, 2023 and December 31, 2022, 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 June 30, 2023 and December 31, 2022	1		1
Additional paid-in capital	1,794,327		1,650,196
Accumulated deficit	(1,369,903)		(1,166,741)
Receivable for stock issuance	—		(2,953)
Total stockholders’ equity	424,427		480,505
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,730,288	$	1,515,426

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

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Fisker Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

For the Three and Six Months ended June 30, 2023 and 2022

(In thousands, except share and per share data)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenues	$	825	$	10	$	1,023	$	22
Cost of revenues	760		8		924		19
Gross margin	65		2		99		3
Operating costs and expenses:
Selling, general and administrative	42,267		17,521		79,902		39,513
Research and development	45,982		71,160		129,994		172,620
Total operating costs and expenses	88,249		88,681		209,896		212,133
Loss from operations	(88,184)		(88,679)		(209,797)		(212,130)
Other income (expense):
Other income (expense), net	(260)		(452)		(305)		(823)
Interest income	6,581		1,353		13,475		1,618
Interest expense	(4,605)		(4,751)		(9,206)		(9,134)
Foreign currency gain (loss)	3,800		(3,417)		3,399		(2,671)
Unrealized gain (loss) recognized on equity securities	340		(10,030)		(390)		(4,910)
Total other income (expense)	5,856		(17,297)		6,973		(15,920)
Loss before income taxes	(82,328)		(105,976)		$	(202,824)	$	(228,050)
Provision for income taxes	(279)		—		$	(338)	$	—
Net loss	$	(82,607)	$	(105,976)	$	(203,162)	$	(228,050)
Net loss per common share
Net loss per share attributable to Class A and Class B Common stock- Basic and Diluted	$	(0.25)	$	(0.36)	$	(0.62)	$	(0.77)
Weighted average shares outstanding
Weighted average Class A and Class B Common shares outstanding- Basic and Diluted	335,888,051		298,269,801		328,494,512		297,558,618

The accompanying notes are an integral part of these condensed 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		Receivable for stock issuance		Accumulated Deficit		Stockholders’ Deficit
Three Months Ended June 30, 2023	Shares	Amount		Shares	Amount
Balance at March 31, 2023	197,843,646	$	2	132,354,128	$	1	$	1,704,622	$	(9,639)	$	(1,287,296)	$	407,690
Stock-based compensation	—	—		—	—		9,026		—		—		9,026
Exercise of stock options and issuance of restricted stock unit awards, net of statutory tax withholdings	66,517	—		—	—		6		—		—		6
Recognition of Magna warrants	—	—		—	—		3,770		—		—		3,770
Shares issued under "At-the-market" offering, net of stock issuance costs	12,269,074	—		—	—		76,903		9,639		—		86,542
Net loss	—	—		—	—		—		—		(82,607)		(82,607)
Balance at June 30, 2023	210,179,237	$	2	132,354,128	$	1	$	1,794,327	$	—	$	(1,369,903)	$	424,427


	Class A Common Stock			Class B Common Stock			Additional Paid-in Capital		Receivable for stock issuance		Accumulated Deficit		Stockholders’ Deficit
Six Months Ended June 30, 2023	Shares	Amount		Shares	Amount
Balance at December 31, 2022	187,599,812	$	2	132,354,128	$	1	$	1,650,196	$	(2,953)	$	(1,166,741)	$	480,505
Stock-based compensation	—	—		—	—		7,384		—		—		7,384
Exercise of stock options and issuance of restricted stock unit awards, net of statutory tax withholdings	1,426,271	—		—	—		26		—		—		26
Recognition of Magna warrants	—	—		—	—		6,000		—		—		6,000
Shares issued under "At-the-market" offering, net of stock issuance costs	21,153,154	—		—	—		130,721		2,953		—		133,674
Net loss	—	—		—	—		—		—		(203,162)		(203,162)
Balance at June 30, 2023	210,179,237	$	2	132,354,128	$	1	$	1,794,327	$	—	$	(1,369,903)	$	424,427

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	Class A Common Stock			Class B Common Stock			Additional Paid-in Capital		Accumulated Deficit		Stockholders’ Deficit
Three Months Ended June 30, 2022	Shares	Amount		Shares	Amount
Balance at March 31, 2022	164,836,936	$	2	132,354,128	$	1	$	1,431,342	$	(741,319)	$	690,026
Stock-based compensation	—	—		—	—		1,195		—		1,195
Exercise of stock options and issuance of restricted stock unit awards, net of statutory tax withholdings	54,593	—		—	—		216		—		216
Recognition of Magna warrants	—	—		—	—		6,694		—		6,694
Shares issued under "At-the-market" offering, net of stock issuance costs	1,388,151	—		—	—		14,215		—		14,215
Net Loss	—	—		—	—		—		(105,976)		(105,976)
Balance at June 30, 2022	166,279,680	$	2	132,354,128	$	1	$	1,453,662	$	(847,295)	$	606,370


	Class A Common Stock			Class B Common Stock			Additional Paid-in Capital		Accumulated Deficit		Stockholders’ Deficit
Six Months Ended June 30, 2022	Shares	Amount		Shares	Amount
Balance at December 31, 2021	164,377,306	$	2	132,354,128	$	1	$	1,419,284	$	(619,245)	$	800,042
Stock-based compensation	—	—		—	—		6,260		—		6,260
Exercise of stock options and issuance of restricted stock unit awards, net of statutory tax withholdings	514,223	—		—	—		514		—		514
Recognition of Magna warrants	—	—		—	—		13,389		—		13,389
Shares issued under "At-the-market" offering, net of stock issuance costs	1,388,151	—		—	—		14,215		—		14,215
Net Loss	—	—		—	—		—		(228,050)		(228,050)
Balance at June 30, 2022	166,279,680	$	2	132,354,128	$	1	$	1,453,662	$	(847,295)	$	606,370

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

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Fisker Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands, except share data)

(Unaudited)


	Six Months Ended June 30,
	2023		2022
Cash Flows from Operating Activities:
Net loss	$	(203,162)	$	(228,050)
Reconciliation of net loss to net cash used in operating activities:
Stock-based compensation expense	7,384		6,260
Depreciation and amortization	26,234		584
Amortization of right-of-use asset	3,418		2,043
Accretion of debt issuance costs	861		625
Unrealized loss recognized on equity securities	390		4,910
Unrealized foreign currency (gain)/loss	(4,454)		4,078
Changes in operating assets and liabilities:
Inventory	(166,536)		—
Prepaid expenses and other assets	(99,107)		(26,655)
Accounts payable and accrued expenses	229,281		(25,547)
Customer deposits	(24)		8,150
Change in operating lease liability	(6,094)		(1,866)
Net cash used in operating activities	(211,809)		(255,468)
Cash Flows from Investing Activities:
Acquisition of equity investment	—		(10,000)
Purchases of property and equipment and intangible asset	(137,062)		(99,911)
Net cash used in investing activities	(137,062)		(109,911)
Cash Flows from Financing Activities:
Proceeds from the exercise of stock options	2,794		2,079
Payments for stock issuance costs and redemption of unexercised warrants	—		(134)
Payments for statutory withholding taxes	(2,768)		(1,415)
Proceeds from stock issuance under "At-the-market" offering	135,928		14,568
Payments for "At-the-market" issuance costs	(1,850)		(219)
Net cash provided by financing activities	134,104		14,879
Net increase (decrease) in cash and cash equivalents	(

SEC Form 10-Q filed by Fisker Inc.