ANNUAL 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 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
(Address of principal executive offices) |
(ZIP Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
Page |
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1 |
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PART I |
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Item 1A. |
21 |
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Item 1B. |
50 |
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Item 2. |
50 |
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Item 3. |
50 |
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Item 4. |
51 |
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PART II |
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Item 5. |
51 |
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Item 6. |
52 |
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Item 7. |
53 |
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Item 7A. |
66 |
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Item 8. |
67 |
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Item 9. |
97 |
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Item 9A. |
97 |
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Item 9B. |
98 |
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PART III |
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Item 10. |
99 |
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Item 11. |
99 |
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Item 12. |
99 |
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Item 13. |
99 |
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Item 14. |
99 |
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PART IV |
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Item 15. |
100 |
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Item 16. |
103 |
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104 |
• | our ability to maintain the listing of our Class A common stock, par value $0.00001 per share (“Class A Common Stock”) on the NYSE; |
• | our ability to recognize the anticipated benefits of the Business Combination (as defined below), which may be affected by, among other things, competition and our ability to grow and manage growth profitably; |
• | our ability 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; |
• | the possibility that COVID-19 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 |
Item 1 |
Item 1. Business. |
• | Launching with a highly respected brand name in the automotive and EV categories co-founder, Chairman, President and Chief Executive Officer, is a pioneer in the EV industry, having launched the world’s first luxury plug-in hybrid EV, and has a track record of successful designs as the former Chief Executive Officer and President of BMW Designworks USA and the former Design Director for Aston Martin. We enter the market with an established brand name that is associated with automotive innovation and superior design. |
• | Using an existing EV Platform. FF-PAD process is hardware agnostic which will enable us to collaborate with multiple OEMs and/or EV platform developers for the production of future vehicles. |
• | Using an existing manufacturing facility. |
• | Developing a digitally-driven, hassle-free sales and service experience direct-to-customer app-based service experience for our customers. |
• | Sales and marketing: identify target customers and the customer’s demands for specific vehicle types |
• | Vehicle engineering: translate customer demand into a full technical specification of the vehicle, describing every attribute in quantifiable terms (SI units or Vehicle Evaluation Rating) |
• | Design: deliver the visual aesthetic with a unique emotional attraction |
• | Engineering: translate the technical and aesthetic specifications into engineered components and subsystems to deliver a fully optimized, compatible final product |
• | Continue to develop the Fisker Ocean pre-production Fisker Oceans in 2021 through Magna’s manufacturing facilities. |
• | Re-imagine the customer experience for personal transportation and car ownershipre-imagine the customer experience for personal transportation and car ownership. We plan to continue to design EVs that will be differentiated in the marketplace by proprietary design innovation and a customer experience delivered through a state-of-the-art, |
• | Develop additional high value, sustainable EV models tier-one automotive suppliers, will enable us to efficiently achieve our goal of providing the world with a range of high value, sustainable EVs. We intend to utilize one or more platforms over time to develop a lifestyle pickup truck and a sport crossover to complement the Fisker Ocean. In addition, in the future, we also plan to explore additional EV platform opportunities that will facilitate the company’s mission to revolutionize the personal transportation industry. |
• | California Mode open-air experience with the push of one button. California Mode enables all of the vehicle’s windows – side windows, sunroof and the rear hatch window – to open simultaneously. This feature allows for long items (like a surfboard) to be transported by placing them through the rear window without having to drive with an open hatch. This feature will not work as well on an ICE vehicle as exhaust fumes could enter the cabin. |
• | Extra wide track best-in-class |
• | Fixed hood |
• | User Interface |
• | Autonomy state-of-the-art tier-one automotive suppliers. The Ocean will be launched with Fisker Intelligent (FI) Pilot, which will deliver industry-unique features and experiences, including over-the-air state-of-the-art |
• | Solar roof state-of-the-art |
• | Vegan interior |
• | Recycled materials in the interior |
• | Sustainability |
EV Segment |
Attributes of Segment |
Fisker Plan within Segment | ||
White space segment | Currently occupied by Tesla globally and by a few Chinese EV independent start-ups operating in China only.Appeals to customers who want to be part of the new EV movement, who value sustainability and ESG. Can only be occupied by pure EV brands that only produce EVs with a clear commitment towards zero emission vehicles. |
We believe we will be the primary alternative to Tesla in this segment with the Fisker Ocean priced around the base price of the Tesla Model 3 and Model Y. We believe other EV startups will move into the higher premium priced segments due to the lack of volume pricing of components. We expect to sell approximately 50% of its vehicles into this segment. | ||
Value segment | Focus on price and value proposition—customers will buy vehicles in this segment when the purchase price and cost of maintaining/running fits the budget and is better than an ICE vehicle. Yet to be dominated by any auto maker. |
We believe it will penetrate the upper end of this segment by offering a compelling and differentiated price/ performance vehicle, compared to other traditional car makers struggling to compete due to lack of volume pricing. We expect to sell approximately 10% of its vehicles into this segment. | ||
Conservative premium segment | Emerging segment currently occupied by several traditional auto makers that are trying to keep their own customers from deflecting to new start up EV makers like Tesla. Vehicles in this segment, produced by the traditional premium automakers, are struggling with a clear EV identity as they try to bridge the traditional ICE attributes with new EV attributes. |
We believe our vehicles will be very attractive to customers sitting “on the fence” in this segment, ready to leave their ICE brand, but needing assurance of quality and reliability. This is a segment where we believe we can attract new customers that will come from traditional ICE brands. We believe we will sell approximately 40% of our vehicles into this segment, but it will grow rapidly, as we will be able to offer a more emotional design, an exclusive EV brand, a larger battery and better equipment for the price due to our volume pricing versus the lower volume traditional brands |
• | Mobile Progressive Deformable Barrier |
• | Full Width Rigid Barrier |
• | Mobile Side Impact Barrier |
• | Side Pole |
• | Far Side Impact |
• | Whiplash |
• | Vulnerable Road Users (Pedestrians and Cyclists) |
• | Safety Assist |
• | Rescue and Extrication |
Milestones |
Percentage of Warrants that Vest Upon Achievement |
|||
(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 | % | ||
(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 |
33.3 | % | ||
Start of pre-serial production |
33.4 | % |
Item 1A. |
Risk Factors. |
• | Our ability to develop, manufacture and obtain required regulatory approvals for a car of sufficient quality and appeal to customers on schedule and on a large scale is unproven. |
• | We are substantially reliant on our relationships with OEMs, suppliers and service providers for the parts and components in our vehicles, as well as for the manufacture of our initial vehicles. If any of these OEMs, suppliers or service partners choose to not do business with us, then we would have significant difficulty in procuring and producing our vehicles and our business prospects would be significantly harmed. |
• | Our relationship with one or more OEMs and automotive suppliers is integral to our platform procurement and manufacturing plan, but we do not have any binding commitments from an OEM or automotive supplier to participate in a platform sharing arrangement or manufacturing activities and we may not be able to obtain such commitments. We therefore are seeking alternative arrangements with a number of OEMs, component suppliers, and manufacturers, which we may not be successful in obtaining. |
• | If we are unable to contract with OEMs or suppliers on platform sharing and manufacturing of our vehicles, we would need to develop our own platform and manufacturing facilities, which may not be feasible and, if feasible at all, would significantly increase our capital expenditure and would significantly delay production of our vehicles. |
• | Manufacturing in collaboration with partners is subject to risks. |
• | There are complex software and technology systems that need to be developed in coordination with vendors and suppliers in order to reach production for our electric vehicles, and there can be no assurance such systems will be successfully developed. |
• | We may experience significant delays in the design, manufacture, regulatory approval, launch and financing of our vehicles, which could harm our business and prospects. |
• | We are dependent on our suppliers, a significant number of which are single or limited source suppliers, and the inability of these suppliers to deliver necessary components of our vehicles in a timely manner and at prices and volumes acceptable to us could have a material adverse effect on our business, prospects and operating results. |
• | If any of our suppliers become economically distressed or go bankrupt, we may be required to provide substantial financial support or take other measures to ensure supplies of components or materials, which could increase our costs, affect our liquidity or cause production disruptions. |
• | Our vehicles will make use of lithium-ion battery cells, which have been observed to catch fire or vent smoke and flame. |
• | We have a limited operating history and face significant challenges as a new entrant into the automotive industry. Fisker vehicles are in development and we do not expect our first vehicle to be produced until the fourth quarter of 2022, at the earliest, if at all. |
• | We are an early stage company with a history of losses, and expect to incur significant expenses and continuing losses for the foreseeable future. |
• | Our EMaaS business model has yet to be tested and any failure to commercialize our strategic plans would have an adverse effect on our operating results and business, harm our reputation and could result in substantial liabilities that exceed our resources. |
• | Our operating and financial results forecast relies in large part upon assumptions and analyses developed by us. If these assumptions or analyses prove to be incorrect, our actual operating results may be materially different from our forecasted results. |
• | We may not be able to accurately estimate the supply and demand for our vehicles, which could result in a variety of inefficiencies in our business and hinder our ability to generate revenue. If we fail to accurately predict our manufacturing requirements, we could incur additional costs or experience delays. |
• | We could experience cost increases or disruptions in supply of raw materials or other components used in our vehicles. If we are unable to establish an arrangement for the sustainable supply of batteries for our vehicles, our business would be materially and adversely harmed. |
• | If our vehicles fail to perform as expected, our ability to develop, market, and sell or lease our electric vehicles could be harmed. |
• | Our services may not be generally accepted by our users. If we are unable to provide quality customer service, our business and reputation may be materially and adversely affected. |
• | The automotive market is highly competitive, and we may not be successful in competing in this industry. |
• | The automotive industry and its technology are rapidly evolving and may be subject to unforeseen changes. Developments in alternative technologies, including but not limited to hydrogen, may adversely affect the demand for our electric vehicles. |
• | Reservations for our vehicles are cancellable. |
• | We may be subject to risks associated with autonomous driving technology. |
• | The unavailability, reduction or elimination of government and economic incentives could have a material adverse effect on our business, prospects, financial condition and operating results. |
• | We may not be able to obtain or agree on acceptable terms and conditions for all or a significant portion of the government grants, loans and other incentives for which we may apply. As a result, our business and prospects may be adversely affected. |
• | Insufficient warranty reserves to cover future warranty claims could materially adversely affect our business, prospects, financial condition and operating results. |
• | Our distribution model is different from the predominant current distribution model for automobile manufacturers, which makes evaluating our business, operating results and future prospects difficult. |
• | We may face regulatory limitations on our ability to sell vehicles directly which could materially and adversely affect our ability to sell our electric vehicles. |
• | We will initially depend on revenue generated from a single model and in the foreseeable future will be significantly dependent on a limited number of models. |
• | We are highly dependent on the services of Henrik Fisker, our Chief Executive Officer. |
• | Our business plans require a significant amount of capital. In addition, our future capital needs may require us to sell additional equity or debt securities that may dilute our stockholders or introduce covenants that may restrict our operations or our ability to pay dividends. |
• | Failure of information security and privacy concerns could subject us to penalties, damage our reputation and brand, and harm our business and results of operations. |
• | Interruption or failure of our information technology and communications systems could impact our ability to effectively provide our services. |
• | We face risks related to natural disasters, health epidemics, including the recent COVID 19 pandemic, and other outbreaks, which could significantly disrupt our operations. |
• | We may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position. |
• | Our patent applications may not issue as patents, which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours. |
• | We may be subject to damages resulting from claims that we or our employees have wrongfully used or disclosed alleged trade secrets of our employees’ former employers. |
• | Our vehicles are subject to motor vehicle standards and the failure to satisfy such mandated safety standards would have a material adverse effect on our business and operating results. |
• | We are subject to substantial regulation and unfavorable changes to, or our failure to comply with, these regulations could substantially harm our business and operating results. |
• | The dual class structure of our Common Stock has the effect of concentrating voting control with Henrik Fisker and Dr. Geeta Gupta, our co-founders, members of our Board of Directors and Chief Executive Officer and Chief Financial Officer and Chief Operating Officer, respectively. This will limit or preclude your ability to influence corporate matters, including the outcome of important transactions, including a change in control. |
• | Henrik Fisker and Dr. Geeta Gupta are married to each other. The separation or divorce of the couple in the future could adversely affect our business. |
• | Future sales of shares by existing stockholders and future exercise of registration rights may adversely affect the market price of our Class A Common Stock. |
• | Our ability to secure necessary funding; |
• | Our ability to negotiate and execute definitive agreements with our various suppliers for hardware, software, or services necessary to engineer or manufacture our vehicles; |
• | Our ability to accurately manufacture vehicles within specified design tolerances; |
• | obtaining required regulatory approvals and certifications; |
• | compliance with environmental, safety, and similar regulations; |
• | securing necessary components, services, or licenses on acceptable terms and in a timely manner; |
• | delays by us in delivering final component designs to our suppliers; |
• | Our ability to attract, recruit, hire, retain and train skilled employees; |
• | quality controls that prove to be ineffective or inefficient; |
• | delays or disruptions in our supply chain including raw material supplies; |
• | Our ability to maintain arrangements on reasonable terms with its manufacturing partners and suppliers, engineering service providers, delivery partners, and after sales service providers; and |
• | other delays, backlog in manufacturing and research and development of new models, and cost overruns. |
• | design and produce safe, reliable and quality vehicles on an ongoing basis; |
• | obtain the necessary regulatory approvals in a timely manner; |
• | build a well-recognized and respected brand; |
• | establish and expand our customer base; |
• | successfully market not just our vehicles but also our other services, including our Flexee lease and other services we intend to provide; |
• | properly price our services, including our charging solutions, financing and lease options, and successfully anticipate the take-rate and usage of such services by users; |
• | successfully service our vehicles after sales and maintain a good flow of spare parts and customer goodwill; |
• | improve and maintain our operational efficiency; |
• | maintain a reliable, secure, high-performance and scalable technology infrastructure; |
• | predict our future revenues and appropriately budget for our expenses; |
• | attract, retain and motivate talented employees; |
• | anticipate trends that may emerge and affect our business; |
• | anticipate and adapt to changing market conditions, including technological developments and changes in competitive landscape; and |
• | navigate an evolving and complex regulatory environment. |
• | whether we can obtain sufficient capital to sustain and grow our business; |
• | our ability to manage its growth; |
• | whether we can manage relationships with key suppliers; |
• | the ability to obtain necessary regulatory approvals; |
• | demand for our products and services; |
• | the timing and costs of new and existing marketing and promotional efforts; |
• | competition, including from established and future competitors; |
• | our ability to retain existing key management, to integrate recent hires and to attract, retain and motivate qualified personnel; |
• | the overall strength and stability of domestic and international economies; |
• | regulatory, legislative and political changes; and |
• | consumer spending habits. |
• | Other factors that may influence the adoption of alternative fuel vehicles, and specifically electric vehicles, include: |
• | perceptions about electric vehicle quality, safety, design, performance and cost, especially if adverse events or accidents occur that are linked to the quality or safety of electric vehicles, whether or not such vehicles are produced by us or other manufacturers; |
• | range anxiety; |
• | the availability of new energy vehicles, including plug-in hybrid electric vehicles; |
• | the availability of service and charging stations for electric vehicles; |
• | the environmental consciousness of consumers, and their adoption of EVs; |
• | perceptions about and the actual cost of alternative fuel; and |
• | macroeconomic factors. |
• | cease selling or leasing, incorporating certain components into, or using vehicles or offering goods or services that incorporate or use the challenged intellectual property; |
• | pay substantial damages; |
• | seek a license from the holder of the infringed intellectual property right, which license may not be available on reasonable terms, or at all; |
• | redesign our vehicles or other goods or services; or |
• | establish and maintain alternative branding for our products and services. |
• | conforming our vehicles to various international regulatory requirements where our vehicles are sold which requirements may change over time; |
• | difficulty in staffing and managing foreign operations; |
• | difficulties attracting customers in new jurisdictions; |
• | foreign government taxes, regulations and permit requirements, including foreign taxes that we may not be able to offset against taxes imposed upon it in the United States, and foreign tax and other laws limiting our ability to repatriate funds to the United States; |
• | fluctuations in foreign currency exchange rates and interest rates, including risks related to any foreign currency swap or other hedging activities we undertake; |
• | United States and foreign government trade restrictions, tariffs and price or exchange controls; |
• | foreign labor laws, regulations and restrictions; |
• | changes in diplomatic and trade relationships; |
• | political instability, natural disasters, war or events of terrorism; and |
• | the strength of international economies. |
• | authorizing our Board of Directors to issue preferred stock with voting or other rights or preferences that could discourage a takeover attempt or delay changes in control; |
• | Mr. Fisker and Dr. Gupta hold sufficient voting power to control voting for election of directors and amend our Certificate of Incorporation; |
• | prohibiting cumulative voting in the election of directors; |
• | providing that vacancies on its Board of Directors may be filled only by a majority of directors then in office, even though less than a quorum; |
• | prohibiting the adoption, amendment or repeal of our Bylaws or the repeal of the provisions of our Certificate of Incorporation regarding the election and removal of directors without the required approval of at least two-thirds of the shares entitled to vote at an election of directors; |
• | prohibiting stockholder action by written consent; |
• | limiting the persons who may call special meetings of stockholders; and |
• | requiring advance notification of stockholder nominations and proposals. |
• | We will indemnify our directors and officers for serving Fisker in those capacities or for serving other business enterprises at our request, to the fullest extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the registrant and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful; |
• | We may, in our discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law; |
• | We will be required to advance expenses, as incurred, to our directors and officers in connection with defending a proceeding, except that such directors or officers shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification; |
• | We will not be obligated pursuant to our Bylaws to indemnify a person with respect to proceedings initiated by that person against Fisker or our other indemnitees, except with respect to proceedings authorized by our Board of Directors or brought to enforce a right to indemnification; |
• | the rights conferred in our Bylaws are not exclusive, and we are authorized to enter into indemnification agreements with our directors, officers, employees and agents and to obtain insurance to indemnify such persons; and |
• | We may not retroactively amend our amended and restated bylaw provisions to reduce our indemnification obligations to directors, officers, employees and agents. |
Item 1B. |
Unresolved Staff Comments. |
Item 2. |
Properties. |
Item 3. |
Legal Proceedings. |
Item 4. |
Mine Safety Disclosures. |
Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
Milestones |
Percentage of Warrants that Vest Upon Achievement |
|||
(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 | % | ||
(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 |
33.3 | % | ||
Start of pre-serial production |
33.4 | % |
Item 6. |
Selected Financial Data. |
Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
Year Ended December 31, |
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2020 |
2019 |
$ Change |
% Change |
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(dollar amounts in thousands) |
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Operating costs and expenses: |
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General and administrative |
$ | 22,272 | $ | 3,626 | $ | 18,646 | 514.2 | % | ||||||||
Research and development |
21,052 | 6,962 | 14,090 | 202.4 | % | |||||||||||
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Total operating costs and expenses |
43,324 | 10,588 | 32,736 | 309.2 | % | |||||||||||
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Loss from operations |
(43,324 | ) | (10,588 | ) | (32,736 | ) | 309.2 | % | ||||||||
Other income (expense): |
||||||||||||||||
Other income |
(52 | ) | 1 | (53 | ) | n.m. | ||||||||||
Interest income |
79 | 9 | 70 | n.m. | ||||||||||||
Interest expense |
(1,610 | ) | (178 | ) | (1,432 | ) | n.m. | |||||||||
Change in fair value of derivatives and convertible security |
(10,054 | ) | (80 | ) | (9,974 | ) | n.m. | |||||||||
Foreign currency gain (loss) |
320 | (42 | ) | 362 | n.m. | |||||||||||
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Total other income (expense) |
(11,317 | ) | (291 | ) | (11,026 | ) | n.m. | |||||||||
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Net Loss |
$ | (54,641 | ) | (10,879 | ) | (43,762 | ) | 402.3 | % | |||||||
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Years Ended December 31, |
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2020 |
2019 |
2018 |
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(dollar amounts in thousands) |
||||||||||||
Net cash used in operating activities |
$ | (38,006 | ) | $ | (7,260 | ) | $ | (3,417 | ) | |||
Net cash used in investing activities |
(677 | ) | (14 | ) | (48 | ) | ||||||
Net cash provided by financing activities |
1,027,982 | 3,586 | 7,614 |
Years Ended December 31, |
||||||||
2020 |
2019 |
|||||||
GAAP Loss from operations |
$ | (43,324 | ) | $ | (10,588 | ) | ||
Add: stock based compensation |
711 | 85 | ||||||
Non-GAAP Adjusted loss from operations |
$ | (42,613 | ) | $ | (10,503 | ) | ||
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• | Expected Term |
• | Expected Volatility |
• | Expected Dividend Yield |
• | Risk-Free Interest Rate Treasury zero-coupon issues with an equivalent remaining term equal to the expected life of the award. |
Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk. |
Item 8. |
Financial Statements and Supplementary Data. |
Page |
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69 | ||||
70 | ||||
71 | ||||
72 | ||||
73 |
As of December 31, |
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2020 |
2019 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
$ | $ | ||||||
Notes receivable |
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Prepaid expenses and other current assets |
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Total current assets |
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Non-current assets: |
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Property and equipment, net |
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Intangible asset |
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Right-of-use |
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Other non-current assets |
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Total non-current assets |
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TOTAL ASSETS |
$ |
$ |
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LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT) |
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Current liabilities: |
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Accounts payable |
$ | $ | ||||||
Accrued expenses |
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Founders demand note payable |
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Lease liabilities |
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Total current liabilities |
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Non-current liabilities: |
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Customer deposits |
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Bridge notes payable |
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Lease Liabilities |
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Total non-current liabilities |
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Total liabilities |
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COMMITMENTS AND CONTINGENCIES (Note 22) |
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Temporary equity: |
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Series A Convertible Preferred stock, $ |
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Series B Convertible Preferred stock, $ |
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Stockholders’ equity (deficit): |
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Founders Convertible Preferred stock, $ |
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Preferred stock, $ |
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Class A Common stock, $ |
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Class B Common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
( |
) | ( |
) | ||||
Receivable for warrant exercises |
( |
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Total stockholders’ equity (deficit) |
( |
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TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT) |
$ |
$ |
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Year Ended December 31, |
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2020 |
2019 |
2018 |
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Operating costs and expenses: |
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General and administrative |
$ | $ | ||||||||||
Research and development |
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Total operating costs and expenses |
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Loss from operations |
( |
) | ( |
) | ( |
) | ||||||
Other income (expense): |
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Other income (expense) |
( |
) | ( |
) | ||||||||
Interest income |
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Interest expense |
( |
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) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Change in fair value of derivatives and convertible security |
( |
) | ( |
) | ||||||||
Foreign currency gain (loss) |
( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||
Total other income (expense) |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
|
|
|
|
|
|
|||||||
Deemed dividend attributable to preferred stock |
$ | ( |
) | |||||||||
Net loss attributable to common shareholders |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
|
|
|
|
|
|
|||||||
Net loss per common share |
||||||||||||
Net loss per share attributable to Class A and Class B Common shareholders- Basic and Diluted |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
|
|
|
|
|
|
|||||||
Weighted average shares outstanding |
||||||||||||
Weighted average Class A and Class B Common shares outstanding- Basic and Diluted |
Series A Convertible Preferred |
Series B Convertible Preferred |
Founders Convertible Preferred |
Class A Common Stock |
Class B Common Stock |
Additional Paid-in Capital |
Receivable For Warrant Exercises |
Accumulated Deficit |
Total Stockholders’ Equity (Deficit) |
||||||||||||||||||||||||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||||||||||||||||||||||||
Balance at January 1, 2018 (as previously reported) |
$ |
— |
$ |
— |
$ |
— |
— |
$ |
— |
$ |
— |
$ |
$ |
— |
$ |
( |
) |
$ |
( |
) | ||||||||||||||||||||||||||||||||||||
Conversion of stock |
— | — | — | — | — | — | ( |
) | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
Balance at January 1, 2018, effect of reverse recapitalization (refer to Note 3) |
$ |
— |
$ |
— |
$ |
— |
— |
$ |
— |
$ |
$ |
$ |
— |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||||||||||||||||||||
Stock-based compensation |
— | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Exercise of stock options |
— | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
Issuance of Series A Convertible Preferred stock, net of issuance costs |
— | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Allocation of Series A Convertible Preferred stock to beneficial conversion feature |
— | ( |
) | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Deemed dividend on Series A Convertible Preferred stock |
— | — | — | — | — | — | — | — | — | ( |
) | — | — | ( |
) | |||||||||||||||||||||||||||||||||||||||||
Issuance of Series B Convertible Preferred stock, net of issuance costs |
— | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | — | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2018 |
$ |
$ |
$ |
— |
$ |
— |
$ |
$ |
$ |
— |
$ |
( |
) |
$ |
( |
) | ||||||||||||||||||||||||||||||||||||||||
Stock-based compensation |
— | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Exercise of stock options |
— | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | — | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2019 |
$ |
$ |
$ |
— |
$ |
— |
$ |
$ |
$ |
— |
$ |
( |
) |
$ |
( |
) | ||||||||||||||||||||||||||||||||||||||||
Stock-based compensation |
— | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Exercise of stock options |
— | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
Merger recapitalization |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Spartan Shares Recapitalized, Net of Redemptions and Equity Issuance Costs of $ |
— | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Conversion of Bridge Notes to Class A |
— | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
Conversion of Convertible Security |
— | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
Exercise of warrants |
— | — | — | — | — | — | — | — | — | ( |
) | — | — | |||||||||||||||||||||||||||||||||||||||||||
Vesting of Magna Warrants |
— | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | — | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2020 |
— |
$ |
— |
— |
$ |
— |
— |
$ |
— |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) |
$ |
|||||||||||||||||||||||||||||||||||||
Year Ended December 31, |
||||||||||||
2020 |
2019 |
2018 |
||||||||||
Cash Flows from Operating Activities: |
||||||||||||
Net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Reconciliation of net loss to net cash used in operating activities: |
||||||||||||
Stock-based compensation |
||||||||||||
Depreciation and amortization |
||||||||||||
Deferred rent |
||||||||||||
Amortization of right-of-use |
||||||||||||
Amortization of debt discount |
||||||||||||
Change in fair value of embedded derivative |
||||||||||||
Change in fair value of convertible equity security |
||||||||||||
Loss on disposal of fixed assets |
||||||||||||
Reclassification of expensed payments made to arrangers of convertible security |
||||||||||||
Unrealized loss on foreign currency transactions |
||||||||||||
Changes in operating assets and liabilities: |
||||||||||||
Prepaid expenses and other assets |
( |
) | ( |
) | ||||||||
Accounts payable and accrued expenses |
( |
) | ||||||||||
Customer deposits |
||||||||||||
Change in operating lease liability |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Net cash used in operating activities |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Cash Flows from Investing Activities: |
||||||||||||
Purchase of property and equipment |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Net cash used in investing activities |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Cash Flows from Financing Activities: |
||||||||||||
Proceeds from the issuance of bridge notes |
||||||||||||
Proceeds from the issuance of Series A Convertible Preferred shares, net of issuance costs |
||||||||||||
Proceeds from the issuance of Series B Convertible Preferred shares, net of issuance costs |
||||||||||||
Proceeds from issuance of convertible equity security, net of issuance costs |
||||||||||||
Proceeds from recapitalization of Spartan shares, net of redemptions and issuance costs |
||||||||||||
Proceeds from the exercise of stock options |
||||||||||||
|
|
|
|
|
|
|||||||
Net cash provided by financing activities |
||||||||||||
|
|
|
|
|
|
|||||||
Net increase (decrease) in cash and cash equivalents |
( |
) | ||||||||||
Cash and cash equivalents, beginning of the period |
||||||||||||
|
|
|
|
|
|
|||||||
Cash and cash equivalents, end of the period |
$ | |||||||||||
|
|
|
|
|
|
|||||||
Supplemental disclosure of cash flow information |
||||||||||||
Cash paid for interest |
$ | $ | $ | |||||||||
|
|
|
|
|
|
|||||||
Cash paid for income taxes |
$ | $ | $ | |||||||||
|
|
|
|
|
|
Useful Life (in years) |
||||
Tooling |
||||
Machinery and equipment |
||||
Furniture and fixtures |
||||
IT hardware and software |
• | Step 1: Identify the contract with the customer |
• | Step 2: Identify the performance obligation(s) in the contract |
• | Step 3: Determine the transaction price |
• | Step 4: Allocate the transaction price to the performance obligation(s) in the contract |
• | Step 5: Recognize revenue when or as the company satisfies a performance obligation |
Fair Value Measured as of December 31, 2020 Using: |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
Assets included in: |
||||||||||||||||
Money market funds included in cash and cash equivalents |
$ | $ | — | $ | — | $ | ||||||||||
Total fair value |
$ | $ | — | $ | — | $ | ||||||||||
Fair Value Measured as of December 31, 2019 Using: |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
Assets included in: |
||||||||||||||||
Money market funds included in cash and cash equivalents |
$ | $ | — | $ | — | $ | ||||||||||
Total fair value |
$ | $ | — | $ | — | $ | ||||||||||
Liabilities included in: |
||||||||||||||||
Embedded derivative in bridge notes |
$ | — | $ | — | $ | $ | ||||||||||
Total fair value |
$ | — | $ | — | $ | $ | ||||||||||
Convertible Equity Security |
Embedded derivative in bridge notes |
Total |
||||||||||
Balance, December 31, 2019 |
$ | — | $ | $ | ||||||||
Issuance of bridge notes |
||||||||||||
Issuance of convertible equity security |
— | |||||||||||
Change in fair value |
||||||||||||
Settlement of bridge notes and convertible equity security |
( |
) | ( |
) | ( |
) | ||||||
Balance, December 31, 2020 |
$ | $ | $ | |||||||||
As of December 31, |
||||||||
2020 |
2019 |
|||||||
Prepaid insurance |
$ | $ | ||||||
Other prepaid expenses and other current assets |
||||||||
|
|
|
|
|||||
$ | $ | |||||||
|
|
|
|
As of December 31, |
||||||||||||||||
Amortization Period |
Gross Carrying Amount |
Accumulated Amortization |
Net |
|||||||||||||
Capitalized cost for development and manufacturing |
$ | $ | $ | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | $ | $ | ||||||||||||||
|
|
|
|
|
|
As of December 31, |
||||||||
2020 |
2019 |
|||||||
Machinery and equipment |
$ | $ | ||||||
Furniture and fixtures |
||||||||
IT hardware and software |
||||||||
Leasehold improvements |
||||||||
|
|
|
|
|||||
Total property and equipment |
||||||||
Less: Accumulated depreciation and amortization |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Property and equipment, net |
$ | $ | ||||||
|
|
|
|
As of December 31, |
As of December 31, |
|||||||
2020 |
2019 |
|||||||
Assets: |
||||||||
Operating lease right-of-use |
||||||||
Liabilities: |
||||||||
Operating Lease—Current |
||||||||
Operating Lease—Long term |
Year Ended December 31, |
Year Ended December 31, |
|||||||
2020 |
2019 |
|||||||
Lease costs: |
||||||||
Operating lease expense |
$ | $ | ||||||
Short-term lease expense |
||||||||
|
|
|
|
|||||
Total lease costs |
$ | $ | ||||||
|
|
|
|
Year Ended December 31, |
Year Ended December 31, |
|||||||
2020 |
2019 |
|||||||
Cash flow information: |
||||||||
Cash paid for amounts included in the measurement of lease liabilities: |
||||||||
Operating cash flows used by operating leases |
$ | $ | ||||||
Non-cash activity: |
||||||||
ROU asset obtained in exchange for lease obligations |
$ | $ | ||||||
Other Information |
||||||||
Weighted average remaining lease term (in years) |
||||||||
Weighted average discount rate |
% | % |
Operating Leases |
||||
Year Ending December 31, 2021 |
$ | |||
Year Ending December 31, 2022 |
||||
Year Ending December 31, 2023 |
||||
Year Ending December 31, 2024 |
||||
Year Ending December 31, 2025 |
||||
Thereafter |
||||
Total |
||||
Less present value discount |
( |
) | ||
Operating lease liabilities |
$ | |||
As of December 31, |
||||||||
2020 |
2019 |
|||||||
Accrued payroll |
$ | $ | ||||||
Accrued professional fees |
||||||||
Accrued other |
||||||||
Accrued interest |
— | |||||||
Accrued legal |
||||||||
Total accrued expenses |
$ | $ | ||||||
As of December 31, |
||||||||
2020 |
2019 |
|||||||
Customer reservation deposits |
$ | $ | ||||||
Customer SUV option |
||||||||
Total customer deposits |
$ | $ | ||||||
At Issuance |
As of December 31, 2020 |
|||||||
Principle |
$ | $ | — | |||||
Embedded derivative |
— | |||||||
Unamortized discounts and fees |
( |
) | — | |||||
|
|
|
|
|||||
Net carrying amount |
$ | $ | — | |||||
|
|
|
|
At Issuance |
As of December 31, 2019 |
|||||||
Principle |
$ | $ | ||||||
Embedded derivative |
||||||||
Unamortized discounts and fees |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Net carrying amount |
$ | $ | ||||||
|
|
|
|
October 29, 2020 (Closing Date) |
||||||||||||
Preferred Shares |
Conversion Ratio |
Class A Shares |
||||||||||
Series A (pre-combination) |
||||||||||||
Series B (pre-combination) |
||||||||||||
Class B Shares |
||||||||||||
Founders Convertible |
||||||||||||
|
|
|
|
|
|
|||||||
Total common stock |
Shares |
% |
|||||||
Class A shares issued for Legacy Fisker Class A common stock outstanding |
% | |||||||
Bridge Notes |
% | |||||||
Convertible Equity Security |
% | |||||||
Post-combination warrant exercises |
% | |||||||
Post-combination stock option exercises |
% | |||||||
Spartan Public Stockholders and Founders |
% | |||||||
PIPE Shares |
% | |||||||
|
|
|
|
|||||
Total Class A common stock |
% | |||||||
Shares issued for Legacy Fisker Class B common stock outstanding |
% | |||||||
|
|
|
|
|||||
Total Class B common stock |
% |
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 |
% | |||||||
(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 |
% | |||||||
(c) Start of pre-serial production |
% | |||||||
Fair value |
Capitalized at December 31, 2020 |
|||||||
Milestone (a) |
$ | $ | ||||||
Milestone (b) |
— | |||||||
Milestone (c) |
— | |||||||
$ | $ | |||||||
Year Ended December 31, |
||||||||||||
2020 |
2019 |
2018 |
||||||||||
Numerator: |
||||||||||||
Net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Deemed dividend attributable to preferred stock |
— | — | ( |
) | ||||||||
Net loss attributable to common shareholders |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Denominator: |
||||||||||||
Weighted average Class A common shares outstanding |
||||||||||||
Weighted average Class B common shares outstanding |
||||||||||||
Weighted average Class A and Class B common shares outstanding- Basic |
||||||||||||
Dilutive effect of potential common shares |
— | — | — | |||||||||
Weighted average Class A and Class B common shares outstanding- Diluted |
||||||||||||
Net loss per share attributable to Class A and Class B Common shareholders- Basic |
$ | ( |
) | $ | ( |
) | $ ( |
) | ||||
Net loss per share attributable to Class A and Class B Common shareholders- Diluted |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Year Ended December 31, |
||||||||
2020 |
2019 |
|||||||
Series A Convertible Preferred Stock |
— | |||||||
Series B Convertible Preferred Stock |
— | |||||||
Founders Convertible Preferred Stock |
— | |||||||
Bridge notes |
— | |||||||
Stock options and warrants |
||||||||
Total |
||||||||
Shares Available For Grant |
Options |
Weighted Average Exercise Price |
Weighted Average Contractual Term (in Years) |
|||||||||||||
Balance as of January 1, 2019 |
||||||||||||||||
Granted |
( |
) | ||||||||||||||
Exercised |
— | ( |
) | |||||||||||||
Forfeited |
( |
) | ||||||||||||||
Balance as of December 31, 2019 |
||||||||||||||||
Shares added to Plan |
— | — | ||||||||||||||
Granted |
( |
) | ||||||||||||||
Exercised |
— | ( |
) | |||||||||||||
Forfeited |
( |
) | ||||||||||||||
Balance as of December 31, 2020 |
||||||||||||||||
Options Exercisable at December 31, 2020 |
||||||||||||
Range of Exercise Price |
Number |
Weighted Average Exercise Price |
Weighted Average Contractual Term (in Years) |
|||||||||
$ |
$ |
Year Ended December 31, |
||||||||
2020 |
2019 |
|||||||
Expected term (in years) |
||||||||
Volatility |
% | % | ||||||
Dividend yield |
% | % | ||||||
Risk-free interest rate |
% | % | ||||||
Common stock price |
$ |
$ |
Year Ended December 31, |
||||||||||||
2020 |
2019 |
2018 |
||||||||||
General and administrative expense |
$ | $ | $ | |||||||||
Research and development |
||||||||||||
Total |
||||||||||||
Current |
Deferred |
Total |
||||||||||
Year ended December 31, 2020 |
||||||||||||
U.S. operations |
$ | — | ( |
) | ( |
) | ||||||
Valuation allowance |
— | |||||||||||
$ | — | $ | — | $ | — | |||||||
Year ended December 31, 2019 |
||||||||||||
U.S. operations |
$ | — | $ | ( |
) | $ | ( |
) | ||||
Valuation allowance |
— | |||||||||||
$ | — | $ | — | $ | — | |||||||
As of December 31, |
||||||||
2020 |
2019 |
|||||||
Deferred tax assets: |
||||||||
Net operating loss carryforwards |
$ | $ | ||||||
Tax credits |
||||||||
Lease liability |
||||||||
Other |
||||||||
Total gross deferred income tax assets |
||||||||
Deferred tax liabilities: |
||||||||
ROU asset |
( |
) | ( |
) | ||||
Other |
— | ( |
) | |||||
Total gross deferred income tax liabilities |
( |
) | ( |
) | ||||
Net deferred income tax assets |
||||||||
Valuation allowance |
( |
) | ( |
) | ||||
Deferred tax asset, net of allowance |
$ | $ | ||||||
Year Ended December 31, |
||||||||
2020 |
2019 |
|||||||
Beginning of the year |
$ | $ | ||||||
Increase—income tax benefit |
||||||||
End of the year |
$ | $ | ||||||
Year Ended December 31, |
||||||||
2020 |
2019 |
|||||||
Expected federal income tax benefit |
% | % | ||||||
State taxes net of federal benefit |
( |
) | ||||||
Tax credits |
||||||||
Valuation allowance |
( |
) | ( |
) | ||||
Fair value of derivatives |
( |
) | ||||||
Other |
( |
) | ( |
) | ||||
Income taxes provision (benefit) |
% | % | ||||||
Year Ended December 31, |
||||||||
2020 |
2019 |
|||||||
Beginning of the year |
$ | $ | ||||||
Increase—current year positions |
||||||||
|
|
|
|
|||||
End of the year |
$ | $ | ||||||
|
|
|
|
Item 9. |
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. |
Item 9A. |
Controls and Procedures. |
Item 9B. |
Other Information. |
Item 10. |
Directors, Executive Officers and Corporate Governance. |
Item 11. |
Executive Compensation. |
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
Item 13. |
Certain Relationships and Related Transactions, and Director Independence. |
Item 14. |
Principal Accountant Fees and Services. |
Item 15. |
Exhibit and Financial Statement Schedules. |
* | The schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). Fisker Inc. agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon its request. |
** | Furnished and not filed. |
† | Indicates a management contract or compensatory plan, contract or arrangement. |
Item 16. |
Form 10-K Summary |
FISKER INC. | ||||||
Date: March 30, 2021 | /s/ Henrik Fisker | |||||
Name: Henrik Fisker | ||||||
Title: Chairman of the Board, President and Chief Executive Officer |
Signature |
Title |
Date | ||
/s/ Henrik Fisker Henrik Fisker |
Chairman of the Board, President and Chief Executive Officer ( Principal Executive Officer |
March 30, 2021 | ||
/s/ Geeta Gupta Geeta Gupta |
Chief Financial Officer, Chief Operating Officer and Director ( Principal Financial Officer |
March 30, 2021 | ||
/s/ John Finnucan John Finnucan |
Chief Accounting Officer ( Principal Accounting Officer |
March 30, 2021 | ||
/s/ Wendy J. Greuel Wendy J. Greuel |
Director | March 30, 2021 | ||
/s/ Mark E. Hickson Mark E. Hickson |
Director | March 30, 2021 | ||
/s/ William R. McDermott William R. McDermott |
Director | March 30, 2021 | ||
/s/ Roderick K. Randall Roderick K. Randall |
Director | March 30, 2021 |
Signature |
Title |
Date | ||
/s/ Nadine I. Watt Nadine I. Watt |
Director | March 30, 2021 | ||
/s/ Mitchell S. Zuklie Mitchell S. Zuklie |
Director | March 30, 2021 |