FSR Fisker Inc

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

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

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

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

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 ☐

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 May 4, 2023, the registrant had 197,898,275 shares of Class A Common Stock and 132,354,128 shares of Class B Common Stock, par value $0.00001 per share, outstanding.

PART I – FINANCIAL INFORMATION			5
Item 1. Financial Statements.			5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.			23
Item 3. Quantitative and Qualitative Disclosures About Market Risk.			29
Item 4. Controls and Procedures			29
PART II – OTHER INFORMATION			31
Item 1. Legal Proceedings.			31
Item 1A. Risk Factors.			31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.			31
Item 3. Defaults Upon Senior Securities.			31
Item 4. Mine Safety Disclosures			31
Item 5. Other Information.			31
Item 6. Exhibits.			32
SIGNATURE			33

•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, 2022 filed with the U.S. Securities and Exchange Commission (“SEC”) on March 1, 2023, as supplemented by reports subsequently filed with the SEC.

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.

			As of March 31, 2023						As of December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents			$	652,534					$	736,549
Restricted cash			4,624						—
Prepaid expenses and other current assets			126,305						91,765
Equity investment			2,410						3,140
Total current assets			785,873						831,454
Non-current assets:
Property and equipment, net			420,607						387,137
Intangible assets			241,322						246,922
Right-of-use assets, net			38,680						33,424
Other non-current assets			18,064						16,489
Total non-current assets			718,673						683,972
TOTAL ASSETS			$	1,504,546					$	1,515,426
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable			$	68,317					$	58,871
Accrued expenses			310,710						264,925
Lease liabilities			7,323						7,085
Total current liabilities			386,350						330,881
Non-current liabilities:
Customer deposits			15,669						15,334
Lease liabilities			33,587						27,884
Convertible senior notes			661,250						660,822
Total non-current liabilities			710,506						704,040
Total liabilities			1,096,856						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 March 31, 2023 and December 31, 2022			—						—
Class A Common stock, $0.00001 par value; 750,000,000 shares authorized; 197,843,646 and 187,599,812 shares issued and outstanding as of March 31, 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 March 31, 2023 and December 31, 2022			1						1
Additional paid-in capital			1,704,622						1,650,196
Accumulated deficit			(1,287,296)						(1,166,741)
Receivable for stock issuance			(9,639)						(2,953)
Total stockholders’ equity			407,690						480,505
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY			$	1,504,546					$	1,515,426

			Three Months Ended March 31,
			2023						2022
Revenue			$	198					$	12
Cost of goods sold			164						11
Gross margin			34						1
Operating costs and expenses:
Selling, general and administrative			44,648						21,992
Research and development			76,999						101,460
Total operating costs and expenses			121,647						123,452
Loss from operations			(121,613)						(123,451)
Other income (expense):
Other income (expense), net			(45)						(371)
Interest income			6,894						265
Interest expense			(4,601)						(4,383)
Foreign currency gain (loss)			(401)						746
Unrealized gain (loss) recognized on equity securities			(730)						5,120
Total other income (expense)			1,117						1,377
Loss before income taxes			(120,496)						(122,074)
Provision for income taxes			(59)						—
Net loss			$	(120,555)					$	(122,074)
Net loss per common share
Net loss per share attributable to Class A and Class B Common shareholders- Basic and Diluted			$	(0.38)					$	(0.41)
Weighted average shares outstanding
Weighted average Class A and Class B Common shares outstanding- Basic and Diluted			320,983,589						296,508,619

			Class A Common Stock												Class B Common Stock												Additional Paid-in Capital						Receivable for stock issuance						Accumulated Deficit						Stockholders’ Deficit
Three Months Ended March 31, 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			—						—						—						—						(1,642)						—						$	—					$	(1,642)
Exercise of stock options and issuance of restricted stock unit awards, net of statutory tax withholdings			1,359,754						—						—						—						20						—						$	—					$	20
Recognition of Magna warrants			—						—						—						—						2,230						—						$	—					$	2,230
Shares issued under "At-the-market" offering, net of stock issuance costs			8,884,080						—						—						—						53,818						(6,686)						$	—					$	47,132
Net Loss			—						—						—						—						—						—						$	(120,555)					$	(120,555)
Balance at March 31, 2023			197,843,646						$	2					132,354,128						$	1					$	1,704,622					$	(9,639)					$	(1,287,296)					$	407,690

			Class A Common Stock												Class B Common Stock												Additional Paid-in Capital						Accumulated Deficit						Stockholders’ Deficit
Three Months Ended March 31, 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			—						—						—						—						5,065						—						5,065
Exercise of stock options and issuance of restricted stock unit awards, net of statutory tax withholdings			459,630						—						—						—						298						—						298
Recognition of Magna warrants			—						—						—						—						6,695						—						6,695
Net Loss			—						—						—						—						—						(122,074)						(122,074)
Balance at March 31, 2022			164,836,936						$	2					132,354,128						$	1					$	1,431,342					$	(741,319)					$	690,026

			Three Months Ended March 31,
			2023						2022
Cash Flows from Operating Activities:
Net loss			$	(120,555)					$	(122,074)
Reconciliation of net loss to net cash used in operating activities:
Stock-based compensation (benefit)/expense			(1,642)						5,065
Depreciation and amortization			9,150						379
Amortization of right-of-use asset			1,504						900
Accretion of debt issuance costs			428						204
Unrealized (gain)/loss recognized on equity securities			730						(5,120)
Unrealized foreign currency (gain)/loss			1,435						(744)
Changes in operating assets and liabilities:
Prepaid expenses and other assets			(36,115)						(1,524)
Accounts payable and accrued expenses			61,807						13,024
Customer deposits			335						4,755
Change in operating lease liability			(819)						(853)
Net cash used in operating activities			(83,742)						(105,988)
Cash Flows from Investing Activities:
Acquisition of equity investment			—						(10,000)
Purchases of property and equipment and intangible asset			(45,748)						(45,750)
Net cash used in investing activities			(45,748)						(55,750)
Cash Flows from Financing Activities:
Proceeds from the exercise of stock options			2,788						1,861
Proceeds from stock issuance under "At-the-market" offering			47,986						—
Payments for "At-the-market" issuance costs			(675)						—
Net cash provided by financing activities			50,099						1,861
Net increase (decrease) in cash and cash equivalents			(79,391)						(159,877)
Cash and cash equivalents, beginning of the period			736,549						1,202,439
Cash, cash equivalents and restricted cash, end of the period			$	657,158					$	1,042,562
Supplemental disclosure of cash flow information
Cash paid for interest			8,344						$	9,642

The Company evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern over the next twelve months from the date of filing this report. As of March 31, 2023, the Company had approximately $653 million in unrestricted cash and cash equivalents. The Company believes that substantial doubt about its ability to continue as a going concern does not exist as its cash on hand will be sufficient to meet its working capital and capital expenditure requirements for a period of at least twelve months from the date of the filing of this Form 10-Q.

Since inception, the Company has yet to generate any significant revenue from its core business operations and has incurred significant accumulated losses of approximately $1.3 billion. The Company expects to continue to incur significant operating losses for the foreseeable future. The Company expects its capital expenditures and working capital requirements to increase substantially in 2023 and beyond, as it progresses toward serial production of the Fisker Ocean EV model, develop its customer support and marketing infrastructure and expand its research and development efforts. The Company may, however, need additional cash resources, including proceeds of up to $101.7 million from the sale of Class A common stock under its at-the-market equity program, to fund its operations until it commences serial production levels of the Fisker Ocean and achieves a level of production and sales that provide for operating profitability. To the extent that Fisker’s current resources are insufficient to satisfy its cash requirements, the Company may need to seek additional equity or debt financing and there can be no assurance that the Company will be successful in its efforts. If the financing is not available, or if the terms of financing are less desirable than the Company expects, the Company may be forced to decrease its planned level of investment in product development or scale back its operations,including production of the Fisker Ocean, which could have an adverse impact on its business and financial prospects.

Suppliers will begin production of components for serial production of vehicles, which are scheduled to be assembled in Austria, during the second quarter of 2023. As of March 31, 2023, these supplier contracts do not represent unconditional purchase obligations with take-or-pay or specified minimum quantities provisions. The Company has secured battery capacity with a supplier located in China for the Fisker Ocean SUV. Under the terms of the agreement, from 2023 through 2025, the battery supplier will deliver two different battery solutions for the Fisker Ocean SUV, with an initial battery capacity of over 5 gigawatt-hours annually.

Cash and cash equivalents that is restricted is primarily related to letters of credit issued to suppliers. The Company's restricted cash balance was $4.6 million as of March 31, 2023. Cash and cash equivalents are unrestricted as of December 31, 2022. Subsequent to March 31, 2023, the Company's restricted cash balance related to letters of credit issued to suppliers increased to $29.7 million.

The Company follows the accounting guidance in ASC 820 Fair Value Measurement ("ASC 820"), for its fair value measurements of financial assets and liabilities measured at fair value on a recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability.

			Useful Life (in years)
Tooling			3-8
Machinery and equipment			5-15
Furniture and fixtures			5-10
IT hardware and software			3-10
Leasehold improvements			Shorter of their estimated life or remaining lease term

Income taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the condensed consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the consolidated financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

			Fair Value Measured as of March 31, 2023:
			Level 1						Level 2						Level 3						Total
Assets included in:
Money market funds included in cash and cash equivalents			$	577,752					$	—					$	—					$	577,752
Equity investment			2,410						—						—						2,410
Total fair value			$	580,162					$	—					$	—					$	580,162

			Fair Value Measured as of December 31, 2022:
			Level 1						Level 2						Level 3						Total
Assets included in:
Money market funds included in cash and cash equivalents			$	601,045					$	—					$	—					$	601,045
Equity investment			3,140						—						—						3,140
Total fair value			$	604,185					$	—					$	—					$	604,185

On July 28, 2021, the Company made a commitment for a private investment in public equity (PIPE) supporting the planned merger of European EV charging network, Allego B.V. (“Allego”) with Spartan Acquisition Corp. III (NYSE: SPAQ), a publicly-listed special purpose acquisition company. Fisker Inc. is the exclusive electric vehicle automaker in the PIPE and, in parallel, agreed to terms to deliver a range of charging options for its customers in Europe. On March 16, 2022, the merger closed and the Company delivered cash of $10.0 million in exchange for 1,000,000.00 shares of Allego's Class A common stock (NYSE:ALLG). The Company's ownership percentage is less than 5% and does not result in significant influence and has classified its equity investment in Allego as a current asset. Unrealized loss recognized during the three-months ended March 31, 2023 on equity securities held as of March 31, 2023 totaled $0.7 million as shown separately in the Condensed Consolidated Statement of Operations.

We carry the convertible senior notes at face value less the unamortized debt issuance costs on our consolidated balance sheets and present that fair value for disclosure purposes only. As of March 31, 2023, the fair value of the 2026 Notes was $205.4 million. The estimated fair value of the convertible notes, which are classified as Level 2 financial instruments, was determined based on the estimated or actual bid prices of the convertible notes in an over-the-counter market on the last business day of the period.

			As of March 31, 2023						As of December 31, 2022
Prepaid insurance			2,588						2,951
Value-added tax receivable			22,044						27,928
Inventory			29,016						4,276
Prepaid and other current assets			72,657						56,610
			$	126,305					$	91,765

			As of March 31, 2023
			Amortization Period						Gross Carrying Amount						Accumulated Amortization						Net
Capitalized cost - manufacturing			8 years						$	254,534					$	(13,212)					$	241,322
									$	254,534					$	(13,212)					$	241,322

			As of December 31, 2022
			Amortization Period						Gross Carrying Amount						Accumulated Amortization						Net
Capitalized cost - manufacturing			8 years						$	252,304					$	(5,382)					$	246,922
									$	252,304					$	(5,382)					$	246,922

Amortization expense of capitalized costs associated with the manufacturing of the Fisker Ocean and production parts, and for warrants granted to Magna International, Inc. (“Magna”) for the three-months ended March 31, 2023 was $8.0 million and is expected to be approximately $31.8 million for the year ending December 31, 2023 and in each of the succeeding five years. The Company expects to amortize the intangible asset over eight years but will continually assess the reasonableness of the estimated life. Refer to Note 9 for additional information regarding the capitalization of costs upon issuance of warrants to Magna.

			As of March 31, 2023						As of December 31, 2022
Tooling			$	46,960					$	—
Machinery and equipment			27,513						9,298
Furniture and fixtures			563						470
IT hardware and software			9,256						6,427
Leasehold improvements			634						634
Construction in progress			339,706						372,789
Total property and equipment			424,632						389,618
Less: Accumulated depreciation and amortization			(4,025)						(2,481)
Property and equipment, net			$	420,607					$	387,137

Construction in progress is comprised primarily of costs incurred to construct serial production tooling located at affiliates of Magna and our suppliers. Assets of $47.0 million that are ready for their intended use have changed categories from Construction in progress to Tooling during the three-months ended March 31, 2023. As of March 31, 2023, accounts payable and accrued expenses includes acquired property and equipment of $133.9 million compared to $144.8 million as of December 31, 2022, which is excluded from net cash used in investing activities as reported in the condensed consolidated statement of cash flows for the three-months ended March 31, 2023.

			March 31, 2023						December 31, 2022
Accrued vendor liabilities			$	291,067					$	251,291
Order deposits			4,917						4,860
Accrued professional fees			2,030						1,145
Accrued payroll			4,415						1,627
Accrued interest			695						4,867
Accrued other			7,586						1,135
Total accrued expenses			$	310,710					$	264,925

On July 1, 2022, the Company entered into a contract for global payment processing agreement with JPMorgan Chase Bank, N.A. (“Chase”). Order Deposits paid directly to the Company via ACH or other direct payment mechanisms are received in the Company’s bank account and available for its use in the subsequent month after the month in which the Order Deposits were placed. For Order Deposits made through credit card transactions, Chase holds cash received from customers until the vehicle is delivered to the customer at which time the cash is deposited into the Company’s bank account and available for its use. Cash received from Order Deposits and the conversion of any customer deposit results in the recognition of a contract liability. As of March 31, 2023 contract liabilities totaled $4.9 million and were classified as current liabilities, included in “Accrued Expenses” on the consolidated balance sheet.

			March 31, 2023						December 31, 2022
Customer reservation			$	14,915					$	14,580
Customer SUV option			754						754
Total customer deposits			$	15,669					$	15,334

•during any calendar quarter commencing after the calendar quarter ending on September 30, 2021 (and only during such calendar quarter), if the last reported sale price of the Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;

•during the five-business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of the 2026 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our Class A common stock and the applicable conversion rate of the 2026 Notes on such trading day;

•if we call such 2026 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the notes called (or deemed called) for redemption; or

•on the occurrence of specified corporate events.

Principal			$	667,500
Unamortized debt issuance costs			(6,250)
Net carrying amount			$	661,250

Interest expense related to the amortization of debt issuance costs for the three-months ended March 31, 2023 was $0.4 million. Contractual interest expense for the three-months ended March 31, 2023 was $4.2 million.

Milestone						Percentage of Warrants that Vest Upon Achievement						Number of Warrants that Vest Upon Achievement
(a) (i) Achievement of the “preliminary production specification” gateway as set forth in the Development Agreement; (ii) entering into the Platform Agreement; and (iii) entering into the Initial Manufacturing Agreement						33.3		%				6,484,993
(b) (i) Achievement of the “target agreement” gateway as set forth in the Development Agreement and (ii) entering into the Detailed Manufacturing Agreement, which will contain terms and conditions agreed to in the Initial Manufacturing Agreement						33.3		%				6,484,993
(c) Start of pre-serial production						33.4		%				6,504,468
												19,474,454

The cost upon achievement of each milestone is recognized when it is probable that a milestone will be met. The cost for awards to nonemployees is recognized in the same period and in the same manner as if the Company had paid cash for the goods or services. At March 31, 2023, Magna satisfied the first and second milestones and the Company capitalized costs as an intangible asset representing the future economic benefit to Fisker Inc. As of March 31, 2023, the Company determined the third milestone is probable of achievement and capitalized a portion of the award's fair value corresponding to the service period beginning at the grant date and ending in the second quarter of 2023, a change in the estimated service period of the third tranche from 29 months to 31 months resulting in a decrease of the carrying value and related accretion of $3.8 million in the three-month period ended March 31, 2023. For the three-months ended March 31, 2023, the recognized cost of $2.2 million (a non-cash transaction) associated with services rendered, resulted in increased capitalized cost - manufacturing to $254.5 million as of March 31, 2023. Throughout its useful life, including the period of time before completion, the Company will assess the intangible asset for impairment. If an indicator of impairment exists, the undiscounted cash flows will be estimated and then if the carrying amount of the intangible asset is not recoverable, determine its fair value and record an impairment loss. At March 31, 2023, no indicators of impairment exists.

The fair value of each warrant is equal to the intrinsic value (e.g., stock price on grant date less exercise price) as the exercise price is $0.01. The terms of the warrant agreement require net settlement when exercised. Using the measurement date stock price of $8.96 for a share of Class A common stock, the warrant fair values for each tranche is shown below. Capitalized cost also results in an increase to additional paid in capital equal to the fair value of the vested warrants. Awards vest when a milestone if met. Magna has 12,969,986 vested and exercisable warrants to acquire underlying Class A common stock of Fisker as of March 31, 2023, none of which are exercised.

			Fair value						Capitalized at March 31, 2023
Milestone (a)			$	58,041					$	58,041
Milestone (b)			58,041						58,041
Milestone (c)			58,215						54,445
			$	174,297					$	170,527

In May, 2022, we entered into an at-the-market distribution agreement, dated May 24, 2022 with J.P. Morgan Securities LLC and Cowen and Company, LLC as the sales agents (the "Distribution Agreement"), pursuant to which the Company established an at-the-market equity program (the “ATM Program”). Pursuant to the ATM Program, Fisker may, at its discretion and from time to time during the term of the Distribution Agreement, sell, through the Agents, shares of its Class A Common Stock as would result in aggregate gross proceeds to the Company of up to $350 million by any method permitted by law deemed to be an “at-the-market offering” as defined in Rule 415 of the Securities Act of 1933, as amended, including without limitation sales made directly on the New York Stock Exchange, on any other existing trading market for the Class A Common Stock or to or through a market maker. In addition, the sales agents may also sell the shares of Class A Common Stock by any other method permitted by law, including, but not limited to, negotiated transactions. The Class A Common Stock sold under the ATM Program is registered with the SEC under the Company's effective shelf registration statement that permits the Company to issue various securities for proceeds of up to $2.0 billion. The Company issued 8,884,080 shares of Class A common stock during the three-months ended March 31, 2023 for gross proceeds of $54.8 million, before $0.8 million of commissions and other direct incremental issuance costs and stock issuance receivable of $9.6 million (non-cash), and, as of March 31, 2023, $101.7 million of Class A Common Stock is available for sale under the ATM Program. As of March 31, 2023, the Company may issue securities in the future for up to $1.65 billion under its shelf-registration statement, subject to customary underwriting and due diligence procedures.

			Three-months Ended March 31,
			2023						2022
Numerator:
Net loss			$	(120,555)					$	(122,074)
Denominator:
Weighted average Class A common shares outstanding			188,629,461						164,154,491
Weighted average Class B common shares outstanding			132,354,128						132,354,128
Weighted average Class A and Class B common shares outstanding- Basic and Diluted			320,983,589						296,508,619
Net loss per share attributable to Class A and Class B Common shareholders- Basic and Diluted			$	(0.38)					$	(0.41)

The following table presents the potential common shares outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive:

			As of March 31,
			2023						2022
Convertible senior notes			33,891,845						33,891,845
Stock options and warrants			37,054,239						30,560,564
Total			70,946,084						64,452,409

			Three Months Ended March 31, 2023
			2023						2022
Selling, general and administrative expense/(benefit)			$	(657)					$	1,773
Research and development expense/(benefit)			(985)						3,292
Total			(1,642)						5,065

The following table summarizes option activity under the Plan:

			Options						Weighted Average Exercise Price						Weighted Average Contractual Term (in Years)
Balance as of December 31, 2022			17,679,596						1.51						4.7
Granted			7,000						7.05
Exercised			(34,124)						0.60
Forfeited			(72,687)						14.42
Balance as of March 31, 2023			17,579,785						1.46						4.5

			Three Months Ended March 31, 2023
Expected term (in years)			6.3
Volatility			74.5% to 75.2%
Dividend yield			0.0%
Risk-free interest rate			3.40% to 4.00%
Common stock price			$6.98 to $7.10

			RSU Awards						Weighted Average Grant Date Fair Value
Unvested as of December 31, 2022			11,752						$	12.45
Awarded			625,844						6.62
Vested			(47,165)						12.88
Forfeited			(8,992)						12.47
Unvested as of March 31, 2023			581,439						$	10.78

In the third quarter of 2021, the Company’s compensation committee ratified and approved performance-based restricted stock units (“PRSUs”) to all employees (“Grantee”) the value of which is determined based on the Grantee’s level within the Company (“PRSU Value”). Each PRSU is equal to one underlying share of Class A common stock. The number of shares subject to a Grantee’s PRSU award equals the Grantee’s PRSU Value divided by the closing price per Class A common share on the service inception date, or if the service inception date is not a trading day, the closing price per Share on the closest trading day immediately prior to the service inception date; in each case rounded down to the nearest whole number. Each PRSU award shall vest as to 50% of the PRSU Value upon the Committee’s determination, in its sole discretion, and certification of the occurrence of the Ocean Start of Production and shall vest as to 50% of the PRSUs upon the first anniversary of the Ocean Start of Production, in each case, subject to (i) the Grantee’s continuous service through the applicable vesting date, (ii) the Grantee’s not committing any action or omission that would constitute Cause for termination through the applicable vesting date, as determined in the sole discretion of the Company, and (iii) the Ocean Start of Production occurring on or before December 31, 2022. The compensation committee has discretion to reduce or eliminate the number of PRSUs that shall vest pursuant to each PRSU award upon the certification of the occurrence of the Ocean Start of Production and/or upon the first anniversary of the Ocean Start of Production, after considering, any factors that it deems relevant, which could include but are not limited to (i) Company performance against key performance indicators, and (ii) departmental performance against goals. The service inception date precedes the grant dates for both performance conditions. The grant date for each of the performance conditions is the date Grantees have a mutual understanding of the key terms and conditions of the PRSU, which will occur when each performance condition is achieved, and the compensation committee has determined whether it will exercise its discretion to adjust the PRSU award. Recognition of stock-based compensation occurs when performance conditions are probable of achievement. Measurement of stock-based compensation attributed to the PRSU awards will be based on the fair value of the underlying Class A Common Stock once the grant date is determined (e.g., variable accounting).

On March 8, 2021, the Company appointed Mitchell Zuklie to its Board of Directors . Mr. Zuklie is the chairman of the law firm of Orrick, Herrington & Sutcliff LLP (‘‘Orrick’’), which provides various legal services to the Company. During the three-months ended March 31, 2023 and 2022, the Company incurred expenses for legal services rendered by Orrick totaling approximately $0.5 million and $1.7 million, respectively.

As outlined earlier this year, our production forecasts are linked to supply chain readiness and receipt of multiple regulatory homologation approvals across our launch markets. The timing of these approvals has shifted, which impacts our initial volume forecasts for 2023. Based on our current expectations for approvals, which includes obtaining US homologation approvals in May 2023, as well as our capacity expectations related to our supply base, we currently forecast we will produce 1,400 to 1,700 vehicles during the second quarter of 2023.

Our focus during this initial industrialization phase is to ensure process readiness, tooling maturity, and part validation. Our suppliers are subject to external factors that could impact their ability to ramp output of components for our vehicles. For example, one of our Tier 2 suppliers entered receivership, which required a timely solution with our Tier 1 supplier to secure the underlying tooling. Our key supply chain partners are concentrated within an umbrella group of companies, and we are dependent upon their operational performance. A successful launch of the Fisker Ocean is reliant upon our key suppliers’ ability to mature software and components to market release levels. Our ability to reach expected run rates is also contingent upon the ability of our manufacturing partner to successfully ramp production at required quality levels. We continue to work with our suppliers, including our manufacturing partner, to add shifts to increase production capacity and meet our production goals for the second quarter.

			Three-Months Ended March 31,
			2023						2022						$ Change						% Change
			(dollar amounts in thousands)
Revenue			$	198					$	12					$	186					n.m.
Cost of goods sold			164						11						153						n.m.
Gross Margin			34						1						33						n.m.
Operating costs and expenses:
Selling, general and administrative			44,648						21,992						22,656						103		%
Research and development			76,999						101,460						(24,461)						(24)		%
Total operating costs and expenses			121,647						123,452						(1,805)						(1)		%
Loss from operations			(121,613)						(123,451)						1,838						(1)		%
Other income (expense):
Other income (expense)			(45)						(371)						326						(88)		%
Interest income			6,894						265						6,629						n.m.
Interest expense			(4,601)						(4,383)						(218)						5		%
Foreign currency gain/(loss)			(401)						746						(1,147)						n.m.
Unrealized gain/(loss) recognized on equity securities			(730)						5,120						(5,850)						n.m.
Total other income (expense)			1,117						1,377						(260)						(19)		%
Loss before income taxes			(120,496)						(122,074)						1,578						(1)		%
Provision for income taxes			(59)						—						(59)						n.m.
Net Loss			$	(120,555)					$	(122,074)					$	1,519					$	—

In May 2023, we began producing vehicles for deliveries to our customers and, accordingly, we are recognizing vehicle revenues from the sale of initial Fisker Ocean SUVs. Merchandise sales and home charging solutions are not intended to comprise a significant portion of the Company's revenues. Over the course of the second half of 2023, we will ramp production volumes at a measured pace to ensure the supplier base can delivery high-quality components in line with our serial production run-rate.

Sales of branded apparel and goods and home charging solutions totaled $198 thousand with related costs of goods sold of $164 thousand resulting in a gross profit of $34 thousand during the three-month period ended March 31, 2023 compared to branded apparel sales of $12 thousand with related cost of goods sold of $11 thousand resulting in gross profit of $1 thousand during the corresponding three-month period ended March 31, 2022.

Research and development expenses decreased by approximately $24.5 million or 24% from $101.5 million during the three months ended March 31, 2022, to $77.0 million during the three months ended March 31, 2023. The decrease primarily relates to higher costs associated with the purchase and expense of $39.2 million for prototype parts and engineering and design services incurred as Fisker met key development gateways during the first quarter of 2022 that did not recur in the first quarter of 2023 as the Fisker Ocean is in the final stages of homologation. Higher costs in the first quarter of 2022 are only partially offset by higher headcount in the first quarter of 2023. Over the remainder of 2023, we expect research and development expenses will continue to trend lower than the corresponding three-month periods in 2022 as conceptual design and development of PEAR and costs associated with the completion of homologation in 2023 are not expected to exceed 2022's costs incurred to complete the engineering and design of the Ocean and transition to production, including accrual of probable achievement of engineering and design milestones at the end of 2022. Research and development expense includes stock-based compensation benefit of $1.0 million and stock-based compensation expense of $3.3 million for the three-months ended March 31, 2023 and 2022, respectively.

Interest expense amounted to $4.6 million and $4.4 million during the three months ended March 31, 2023 and 2022, respectively due to the sale, in August 2021, of $667.5 million principal amount of 2.50% convertible senior notes. Interest expense in the subsequent three-month period throughout calendar year 2023 will approximate $4.5 million, including accretion of debt issuance costs.

The Company recorded foreign currency losses of $0.4 million during the three months ended March 31, 2023, compared to gains of $0.7 million during the three-months ended March 31, 2022, primarily due to remeasurement losses on Euro-denominated monetary assets caused by weakening Euro currency rates. For the remainder of 2023, we expect EUR denominated transactions associated with our foreign operations and services provided by suppliers will increase and will subject Fisker to greater fluctuation in realized gain and losses from foreign currencies.

Unrealized Gain/Loss Recognized on Equity Securities

Unrealized losses recognized on equity securities held as of March 31, 2023 totaled $0.7 million for the three-months ended March 31, 2023 compared to a gain of $5.1 million during the three-months ended March 31, 2022.

Provision for income tax amounted to $59 thousand for the three-months ended March 31, 2023.

Net loss was $120.6 million during the three-months ended March 31, 2023, a decrease of approximately $1.5 million from a net loss of $122.1 million during the three-months ended March 31, 2022, for the reasons discussed above.

As of March 31, 2023, Fisker’s cash and cash equivalents totaled $652.5 million.

To the extent our current resources are insufficient to satisfy our cash requirements, we may need to seek additional equity or debt financing. In particular, in addition to issuing equity under our ATM Program, we may seek other forms of financing under our effective shelf registration statement or through private placements. Our existing effective shelf registration statement permits us to issue various securities for proceeds of up to $2.0 billion, which amount is reduced by amounts sold under our ATM Program. If such financing is not available, or if the terms of the financing are less desirable than we expect, we may be forced to decrease our level of investment in product development or scale back our operations, which could have an adverse impact on our business and financial prospects.

			Three Months Ended March 31,
			2023						2022
			( in thousands)
Net cash used in operating activities			$	(83,742)					$	(105,988)
Net cash used in investing activities			(45,748)						(55,750)
Net cash provided by financing activities			$	50,099					$	1,861

Fisker’s net cash flows used in operating activities to date have been primarily comprised of costs related to research and development, payroll and other selling, general and administrative activities. Lease commitments as of March 31, 2023, will result in cash payments of $6.4 million for the remainder of 2023, and $8.8 million for 2024, and $35.8 million for 2025 and thereafter. Structural improvements are required before Fisker can use its Fisker Lounges in the U.S. and Europe for its intended purposes. The timing for completion of the structural improvements is expected during 2023. Compared to 2022, Fisker expects its cash used in operating activities will decrease as development costs of the Fisker Ocean subside and cash collections from vehicle sales in excess of costs to manufacture accumulate throughout the remainder of 2023. In total, excluding stock-based compensation costs, Fisker is projecting to use between $290.0 million and $350.0 million for combined SG&A and R&D activities during 2023.

Fisker’s cash flows used in investing activities, historically, have been comprised mainly of purchases of property and equipment. During the three-months ended March 31, 2023, the Company acquired assets related to production of the Fisker Ocean and its components that totaled $45.7 million compared to $45.8 million during the three-months ended March 31, 2022. Fisker continues to expect 2023 capital expenditures for tooling and manufacturing equipment to range between $245 million and $260 million of which we expect at least 50% is denominated in foreign currencies, as serial production tooling and equipment installations continue at both vehicle assembly and supplier facilities during 2023.

Net cash from financing activities was $50.1 million during the three-months ended March 31, 2023, which was primarily due to the proceeds from the issuance of the ATM equity program of $48.0 million, net of stock issuance costs of $0.7 million, as well as aggregate proceeds from the exercise of stock options and collection of related statutory withholding taxes of $2.8 million. Net cash from financing activities was $1.9 million during the three-months ended March 31, 2022 which was entirely due to the proceeds from the exercise of stock options and collection of related statutory withholding taxes due to payment and accrued as of March 31, 2022.

			Three-Months Ended March 31,
Selling, General and Administrative Reconciliation			2023						2022
GAAP Selling, general and administrative			44,648						21,992
Stock-based compensation benefit/(expense)			657						(1,773)
Non-GAAP Selling, general and administrative			$	45,305					$	20,219

			Three-Months Ended March 31,
Research and Development Reconciliation			2023						2022
GAAP Research and development			76,999						101,460
Stock-based compensation benefit/(expense)			985						(3,292)
Non-GAAP Research and development			$	77,984					$	98,168

Please see Part I, Item 1A. Risk Factors in our Annual Report filed on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 1, 2023, for a discussion of risks, uncertainties and other factors that could materially affect our business, financial condition or future results.

Incorporated by Reference

Exhibit No.

Exhibit Title

Form

File No.

Exhibit No.

Filing Date

Filed or Furnished Herewith

31.1

Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act

X

31.2

Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act

X

32.1

Certification of Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

X

32.2

Certification of Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

X

101.INS

XBRL Instance Document.

X

101.SCH

XBRL Taxonomy Extension Schema Document.

X

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document.

X

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document.

X

101.LAB

XBRL Taxonomy Extension Label Linkbase Document.

X

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document.

X

104

Coverpage Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

X

			FISKER INC.
			By:			/s/ Dr. Geeta Gupta-Fisker
			Name:			Dr. Geeta Gupta-Fisker
			Title:			Chief Financial Officer and Chief Operating Officer