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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2022
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to ________________

Commission File Number: 001-39395
Faraday Future Intelligent Electric Inc.
(Exact name of registrant as specified in its charter)
Delaware
84-4720320
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
18455 S. Figueroa Street,
Gardena, CA

90248
(Address of Principal Executive Offices)
(Zip Code)
(310) 415-4807
Registrant’s telephone number, including area code

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

Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A common stock, par value $0.0001 per shareFFIEThe Nasdaq Stock Market LLC
Redeemable warrants, exercisable for shares of Class A common stock at an exercise price of $11.50 per shareFFIEWThe Nasdaq Stock Market LLC

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

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

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

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


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

The registrant had outstanding 238,275,864 shares of Class A common stock and 64,000,588 shares of Class B common stock as of May 16, 2022.


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INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Pages
FARADAY FUTURE INTELLIGENT ELECTRIC INC.
5

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Part I - Financial Information
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Faraday Future Intelligent Electric Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)
(Unaudited)
March 31, 2022December 31, 2021
Assets
Current assets
Cash$276,374 $505,091 
Restricted cash1,012 25,386 
Deposits55,639 63,370 
Other current assets8,608 13,410 
Total current assets341,633 607,257 
Property and equipment, net338,877 293,135 
Right of use assets18,701 — 
Other non-current assets6,853 7,040 
Total assets$706,064 $907,432 
Liabilities, commitment to issue Class A Common Stock and stockholders’ equity
Current liabilities
Accounts payable$45,400 $37,773 
Accrued expenses and other current liabilities86,766 90,512 
Related party accrued interest12,222 11,231 
Accrued interest1,493 8,263 
Operating lease liabilities, current portion2,113 — 
Finance lease liabilities, current portion2,287 — 
Related party notes payable13,636 13,655 
Notes payable, current portion78,865 132,372 
Total current liabilities242,782 293,806 
Operating lease liabilities, less current portion16,885 — 
Finance lease liabilities, less current portion7,390 7,570 
Other liabilities, less current portion3,785 3,720 
Notes payable, less current portion 34,682 
Total liabilities270,842 339,778 
Commitments and contingencies (Note 11)
Commitment to issue Class A Common Stock32,900  
Stockholders’ equity
Class A Common Stock, $0.0001 par value; 750,000,000 shares authorized; 238,197,018 and 168,693,323 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively
24 17 
Class B Common Stock, $0.0001 par value; 75,000,000 shares authorized; 64,000,588 shares and no shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively
6  
Additional paid-in capital3,487,415 3,482,226 
Accumulated other comprehensive loss(7,509)(6,945)
Accumulated deficit(3,077,614)(2,907,644)
Total stockholders’ equity402,322 567,654 
Total liabilities, commitment to issue Class A Common Stock and stockholders’ equity$706,064 $907,432 
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
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Faraday Future Intelligent Electric Inc.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(in thousands, except share and per share data)
(Unaudited)
Three Months Ended
March 31,
20222021
Operating expenses
Research and development$114,935 $6,721 
Sales and marketing6,186 1,682 
General and administrative27,880 10,993 
Total operating expenses149,001 19,396 
Loss from operations(149,001)(19,396)
Change in fair value measurements1,186 (26,917)
Interest expense(3,746)(19,174)
Related party interest expense(622)(9,752)
Other expense, net(915)(283)
Loss before income taxes(153,098)(75,522)
Income tax provision (3)
Net loss$(153,098)$(75,525)
Per share information:
Net loss per Common Stock – Class A and Class B – basic and diluted$(0.48)$(0.48)
Weighted average Common shares outstanding – Class A and Class B – basic and diluted322,211,392 158,088,382 
Total comprehensive loss:
Net loss$(153,098)$(75,525)
Change in foreign currency translation adjustment(564)508 
Total comprehensive loss$(153,662)$(75,017)
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
4

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Faraday Future Intelligent Electric Inc.
Condensed Consolidated Statements of Commitment to Issue Class A Common Stock and Stockholders’ Equity (Deficit)
(in thousands, except share and per share data)
(Unaudited)
Commitment to Issue Class A Common StockCommon StockAdditional
Paid-in
Capital
Accumulated
Other
Comprehensive
Loss
Accumulated DeficitTotal Stockholders’ Equity (Deficit)
Class AClass B
SharesAmountSharesAmountSharesAmount
Balance as of December 31, 2021
 $ 168,693,323 $17  $ $3,482,226 $(6,945)$(2,907,644)$567,654 
Reclassification of obligation to issue registered shares of Class A Common Stock upon adoption of ASU 2020-06 (Note 7)— 32,900 — — — — — — (20,265)(20,265)
Reclassification of deferred gain upon adoption of ASC 842— — — — — — — — 3,393 3,393 
Issuance of shares pursuant to the commitment to issue Class A and Class B Common Stock (Note 3)— — 68,742,020 7 64,000,588 6 (13)— —  
Stock-based compensation— — — — — — 3,347 — — 3,347 
Exercise of stock options— — 761,675 — — — 1,855 — — 1,855 
Foreign currency translation adjustment— — — — — — — (564)— (564)
Net loss— — — — — — — — (153,098)(153,098)
Balance as of March 31, 2022
 $32,900 238,197,018 $24 64,000,588 $6 $3,487,415 $(7,509)$(3,077,614)$402,322 
    
Common StockAdditional
Paid-in
Capital
Accumulated
Other
Comprehensive
Loss
Accumulated DeficitTotal Stockholders’
Equity (Deficit)
Class AClass B
SharesAmountSharesAmount
Balance as of December 31, 202093,099,596 $9 64,000,588 $6 $1,817,760 $(5,974)$(2,391,139)$(579,338)
Conversion of The9 Conditional Obligation423,053 — — — 2,863 — — 2,863 
Stock-based compensation— — — — 2,520 — — 2,520 
Exercise of stock options1,254,624 — — — 2,650 — — 2,650 
Issuance of warrants— — — — 1,988 — — 1,988 
Foreign currency translation adjustment— — — — — 508 — 508 
Net loss— — — — — — (75,525)(75,525)
Balance as of March 31, 2021
94,777,273 $9 64,000,588 $6 $1,827,781 $(5,466)$(2,466,664)$(644,334)
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
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Faraday Future Intelligent Electric Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
Three Months Ended March 31,
20222021
Cash flows from operating activities
Net loss$(153,098)$(75,525)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization expense4,853 988 
Stock-based compensation3,347 2,520 
Loss on disposal of property and equipment 647 
Change in fair value measurements(1,186)26,917 
Loss (gain) on foreign exchange894 (831)
Non-cash interest expense2,319 25,131 
Loss on extinguishment of related party notes payable, notes payable and vendor payables in trust, net 1,309 
Other108  
Changes in operating assets and liabilities
Deposits6,840 (1,025)
Other current and other non-current assets2,095 (480)
Accounts payable5,747 (635)
Accrued expenses and other current liabilities14,527 665 
Operating lease liabilities(882) 
Accrued interest expense(7,928) 
Net cash used in operating activities(122,364)(20,319)
Cash flows from investing activities
Payments for property and equipment(44,398)(711)
Net cash used in investing activities(44,398)(711)
Cash flows from financing activities
Proceeds from related party notes payable 200 
Proceeds from notes payable, net of original issuance discount 76,140 
Payments of related party notes payable (1,528)
Payments of notes payable, including Payment Premium(87,065)(3,355)
Payments of finance lease obligations(466)(1,110)
Proceeds from exercise of stock options1,855 2,650 
Net cash (used in) provided by financing activities(85,676)72,997 
Effect of exchange rate changes on cash and restricted cash(653)(548)
Net (decrease) increase in cash and restricted cash(253,091)51,419 
Cash and restricted cash, beginning of period530,477 1,827 
Cash and restricted cash, end of period$277,386 $53,246 
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Faraday Future Intelligent Electric Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
The following table provides a reconciliation of cash and restricted cash reported within the Condensed Consolidated Balance Sheets that aggregate to the total of the same such amounts shown in the Condensed Consolidated Statements of Cash Flows:
Three Months Ended March 31,
20222021
Cash$505,091 $1,124 
Restricted cash25,386 703 
Total cash and restricted cash, beginning of period$530,477 $1,827 
Cash$276,374 $47,525 
Restricted cash1,012 5,721 
Total cash and restricted cash, end of period$277,386 $53,246 
Supplemental disclosure of noncash investing and financing activities
Recognition of operating right of use assets and lease liabilities for new leases$8,206 $ 
Additions of property and equipment included in accounts payable and accrued expenses1,881  
Conversion of The9 Conditional Obligation to equity 2,863 
Supplemental disclosure of cash flow information
Cash paid for interest$10,040 $772 
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
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Faraday Future Intelligent Electric Inc.
Notes to Condensed Consolidated Financial Statements
(in thousands, except share and per share data)
(Unaudited)
1.    Nature of Business and Organization and Basis of Presentation
Nature of Business and Organization
Faraday Future Intelligent Electric Inc. (the “Company” or “FF”), a holding company incorporated in the State of Delaware on February 11, 2020, conducts its operations through the subsidiaries of FF Intelligent Mobility Global Holdings Ltd. (“Legacy FF”), founded in 2014 and headquartered in Los Angeles, California.
On July 21, 2021 (the “Closing”), the Company consummated a business combination pursuant to an Agreement and Plan of Merger dated January 27, 2021, by and among Property Solutions Acquisition Corp (“PSAC”). and Legacy FF (the “Business Combination”). Upon the consummation of the Business Combination (the “Closing”), PSAC changed its name from “Property Solutions Acquisition Corp.” to “Faraday Future Intelligent Electric Inc.” Concurrently with the Closing of the Business Combination, the Company entered into separate agreements with a number of investors (“PIPE Investors”) pursuant to which, on the Closing Date, the PIPE Investors purchased, and the Company issued, an aggregate of 76,140,000 shares of Class A Common Stock, for a purchase price of $10.00 per share with an aggregate purchase price of $761,400 (“PIPE Financing”). Shares sold and issued in the PIPE Financing included registration rights.
The Company operates in a single operating segment and designs and engineers next-generation, intelligent, electric vehicles. The Company expects to manufacture vehicles at its production facility in Hanford, California and has additional engineering, sales, and operations capabilities in China. The Company has created innovations in technology, products, and a user-centered business model that are being incorporated into its planned electric vehicle platform.
Principles of Consolidation and Basis of Presentation
The Company consolidates the financial statements of all entities in which it has a controlling financial interest, including the accounts of any Variable Interest Entity (“VIE”) in which the Company has a controlling financial interest and for which it is the primary beneficiary. All intercompany transactions and balances have been eliminated upon consolidation.
The unaudited Condensed Consolidated Financial Statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and are unaudited.
These unaudited Condensed Consolidated Financial Statements do not include all disclosures that are normally included in annual audited financial statements prepared in accordance with GAAP and should be read in conjunction with the Company’s audited Consolidated Financial Statements for the year ended December 31, 2021, included in the Company’s Form 10-K filed with Securities and Exchange Commission (“SEC”) on May 13, 2022 (the “Form 10-K”). Accordingly, the Condensed Consolidated Balance Sheet as of December 31, 2021, has been derived from the Company’s annual audited Consolidated Financial Statements but does not contain all of the footnote disclosures from the annual financial statements.
In the opinion of the Company, the unaudited Condensed Consolidated Financial Statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position, its results of operations, and cash flows for the periods presented. The accounting policies used in the preparation of these unaudited Condensed Consolidated Financial Statements are the same as those disclosed in the audited Consolidated Financial Statements for the year ended December 31, 2021, included in the Form 10-K, except as described below.
Reclassification
The Company reclassified certain amounts in the Condensed Consolidated Financial Statements to conform to the current period's presentation.
Revision
As previously disclosed in the Company’s annual financial statements for the fiscal year ended December 31, 2021, in connection with the findings of the Special Committee Investigation, the Company found misclassifications in the unaudited Condensed Consolidated Financial Statements for the quarterly period ended March 31, 2021, resulting in an overstatement of interest expense and understatement of related party interest expense of $682. The misstatements did not affect any subtotals or totals on the Condensed Consolidated Statements of Operations and Comprehensive Loss for the quarterly period ended
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Faraday Future Intelligent Electric Inc.
Notes to Condensed Consolidated Financial Statements
(in thousands, except share and per share data)
(Unaudited)
March 31, 2021. The Company concluded that such misstatements were not material to the previously issued financial statements, however, the Condensed Consolidated Statements of Operations and Comprehensive Loss for the quarterly period ended March 31, 2021 have been revised to correct for these misstatements.
Use of Estimates
The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions, which affect the reported amounts in the financial statements. Estimates are based on historical experience, where applicable, and other assumptions which management believes are reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, including those related to the: (i) realization of tax assets and estimates of tax liabilities; (ii) valuation of equity securities; (iii) recognition and disclosure of contingent liabilities, including litigation reserves; (iv) fair value of related party notes payable and notes payable; (v) estimated useful lives and impairment of long-lived assets; (vi) fair value of options granted to employees and non-employees; (vii) fair value of warrants, and (viii) incremental borrowing rate used to measure operating lease liabilities. Such estimates often require the selection of appropriate valuation methodologies and financial models and may involve significant judgment in evaluating ranges of assumptions and financial inputs. Actual results may differ from those estimates.
As of the date the Company’s unaudited Condensed Consolidated Financial Statements were issued, the Company is not aware of any specific event or circumstance that would require it to update its estimates or judgments or to revise the carrying value of its assets or liabilities. However, these estimates and judgments may change as new events occur and additional information is obtained, which may result in changes being recognized in the Company’s condensed consolidated financial statements in future periods. While the Company considered the effects of COVID-19 on its estimates and assumptions, due to the level of uncertainty regarding the economic and operational impacts of COVID-19 on the Company’s business, there may be other judgments and assumptions that the Company has not considered. Such judgments and assumptions could result in a material impact on the Company’s financial statements in future periods. Actual results could differ from these estimates and any such differences may have a material impact on the Company’s Condensed Consolidated Financial Statements.
Income Tax
The Company recorded an income tax provision of $0 and $3 for the period ended March 31, 2022 and 2021, respectively, on the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. The difference in the Company’s effective tax rate from the federal statutory rate of 21% is due to the ratio of domestic and international loss before taxes. The Company records a valuation allowance to reflect limited benefits for income taxes in jurisdictions that historically reported losses and a provision for income taxes in jurisdictions that are profitable. The income tax provision for each period was the combined calculated tax expenses/benefits for various jurisdictions.
The Company is subject to taxation and files income tax returns with the U.S. federal government, California and China. As of March 31, 2022, the 2017 through 2021 federal returns and 2017 through 2021 state returns are open to exam. The Company’s 2017 and 2018 federal returns are currently under audit by the Internal Revenue Service (“IRS”). The Company is not under any tax audits on its China tax returns. All of the prior year tax returns, from 2016 through 2021, are open under China tax law.
The Company did not accrue any interest or penalties related to the Company's unrecognized tax benefits as of March 31, 2022, as the uncertain tax benefits only reduced the net operating losses. The Company does not expect the uncertain tax benefits to have material impact on its Condenses Consolidated Financial Statements within the next twelve months.
Recently Adopted Accounting Pronouncements
In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) (“Topic 842”), which outlines a comprehensive lease accounting model that supersedes the previous lease guidance. The guidance requires lessees to recognize lease liabilities and corresponding right-of-use assets for all leases with lease terms greater than 12 months. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842) - Targeted Improvements, which provides the option of an additional transition method that allows entities to initially apply the new lease guidance at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company adopted the standard on January 1, 2022 using the modified retrospective basis and recorded operating lease right-of-use assets (“ROU”) of $11,191 and operating lease liabilities of $11,191 on that date. As part of this adoption, the
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Faraday Future Intelligent Electric Inc.
Notes to Condensed Consolidated Financial Statements
(in thousands, except share and per share data)
(Unaudited)
Company reclassified the deferred gain related to a previous sale and leaseback of $3,393 to accumulated deficit. The Company elected to apply the package of practical expedients permitted under the transition guidance within ASC 842 which does not require reassessment of initial direct costs, reassessment of the classification of leases as operating or financing, or reassessment of the definition of a lease (see Note 10, Leases). Finance lease liabilities and related property and equipment assets did not change as a result of the adoption of this standard.
In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). The ASU simplifies the accounting for convertible instruments by removing certain separation models in ASC 470- 20, Debt — Debt with Conversion and Other Options, for convertible instruments. The ASU updates the guidance on certain embedded conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital, such that those features are no longer required to be separated from the host contract. The convertible debt instruments will be accounted for as a single liability measured at amortized cost. Further, the ASU made amendments to the earnings per share guidance in Topic 260 for convertible instruments, the most significant impact of which is requiring the use of the if-converted method for the diluted EPS calculation, and no longer allowing the net share settlement method. The ASU also made revisions to Topic 815-40, which provides guidance on how an entity must determine whether a contract qualifies for a scope exception from derivative accounting. The amendments to Topic 815-40 change the scope of contracts that are recognized as assets or liabilities. ASU 2020-06 is effective for interim and annual periods beginning after December 15, 2023, with early adoption permitted. Adoption of the ASU can either be on a modified retrospective or full retrospective basis. The Company adopted the standard on January 1, 2022 on a modified retrospective basis and reclassified the Obligation to issue registered shares of Class A Common Stock of $12,635 from Accrued expenses and other current liabilities and reclassified $20,265 from Accumulated deficit to Commitment to issue Class A Common Stock on the Condensed Consolidated Balance Sheets.
In May 2021, the FASB issued ASU 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). The ASU clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The ASU made amendments to the earnings per share guidance in Topic 260 for an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options. Further, the ASU made amendments to the Debt—Modifications and Extinguishments guidance in Topic 470-50. The ASU also added references to revised guidance within Topic 505 and 718. Additionally, the ASU made additions to Topic 815-40 related to the issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options. ASU 2021-04 is effective for interim and annual periods beginning after December 15, 2021, with early adoption permitted. Adoption of the amendments in the ASU should be applied prospectively to modifications or exchanges occurring on or after the effective date of the amendments. The Company adopted the standard as of January 1, 2022. There was an immaterial effect on the condensed consolidated financial statements as a result of the adoption of ASU 2021-04.
2.    Liquidity and Capital Resources
The Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the unaudited Condensed Consolidated Financial Statements are issued. Based on its recurring losses from operations since inception and continued cash outflows from operating activities (all as described below), the Company has concluded that there is substantial doubt about its ability to continue as a going concern for a period of one year from the date that these unaudited Condensed Consolidated Financial Statements were issued.
The Company’s business plan contemplates that it will launch the FF 91 for delivery to customers beginning in the third quarter of 2022, with testing, validation, and certification complete in the third quarter of 2022. Since its formation, the Company has devoted substantial effort and capital resources to strategic planning, engineering, design, and development of its electric vehicle platform, development of initial electric vehicle models, and capital raising. Since inception, the Company has incurred cumulative losses from operations, negative cash flows from operating activities, and has an accumulated deficit of $3,077,614 as of March 31, 2022. After the closing of the Business Combination and the PIPE Financing on July 21, 2021, the Company received gross proceeds aggregating $990,983 which it used to settle certain liabilities and the remainder of which management expects to use to finance the ongoing operations of the business.
The Company has funded its operations and capital needs primarily through the net proceeds received from capital contributions, the issuance of related party notes payable and notes payable (see Note 8, Related Party Notes Payable and Note
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Faraday Future Intelligent Electric Inc.
Notes to Condensed Consolidated Financial Statements
(in thousands, except share and per share data)
(Unaudited)
9, Notes Payable), the sale of Preferred and Common Stock (see Note 12, Stockholders' Equity) and the net proceeds received from the Business Combination and the PIPE Financing in the third quarter of 2021 (see Note 3, Business Combination).
The Company’s ongoing liquidity needs will depend on the extent to which the Company’s actual costs vary from the Company’s estimates and the Company’s ability to control these costs, as well as the Company’s ability to raise additional funds. The Company is exploring various funding and financing alternatives to fund its ongoing operations, including equipment leasing, construction financing of the Hanford, California manufacturing facility, secured syndicated debt financing, convertible notes, working capital loans, and equity offerings, among other options. The particular funding mechanisms, terms, timing, and amounts are dependent on the Company’s assessment of opportunities available in the marketplace and the circumstances of the business at the relevant time.
The timely achievement of the Company’s operating plan as well as its ability to maintain an adequate level of liquidity are subject to various risks associated with the Company’s ability to continue to successfully close additional sources of funding, control and effectively manage its costs, as well as factors outside of the Company’s control, including those related to global supply chain disruptions, the rising prices of materials and potential impact of the COVID-19 pandemic. Refer to the section titled, Risk Factors” in the 2021 Form 10-K for a full discussion of the risks associated with the COVID-19 pandemic. The Company’s forecasts and projections of working capital reflect significant judgment and estimates for which there are inherent risks and uncertainties. The Company expects to continue to generate significant operating losses for the foreseeable future. The plans are dependent on the Company being able to continue to raise significant amounts of capital through the issuance of additional notes payable and equity securities.
There can be no assurance that the Company will be successful in achieving its strategic plans, that the Company’s future funding raises will be sufficient to support its ongoing operations, or that any additional financing will be available in a timely manner or on acceptable terms, if at all. If events or circumstances occur such that the Company does not meet its strategic plans, the Company will be required to reduce discretionary spending, alter or scale back vehicle development programs, be unable to develop new or enhanced production methods, or be unable to fund capital expenditures. Any such events would have a material adverse effect on the Company’s financial position, results of operations, cash flows, and ability to achieve its intended business objectives.
As of March 31, 2022, the Company was in default on a related party note payable with a principal amount of $9,451. In January 2022, the Company defaulted on the Optional Notes (see Note 9, Notes Payable). The holders of the Optional Notes have waived the default.
The unaudited Condensed Consolidated Financial Statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the unaudited Condensed Consolidated Financial Statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.
3.    Business Combination
On July 21, 2021, the Company consummated the Business Combination (the “Closing”). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Legacy FF, with Legacy FF surviving the merger as a wholly-owned subsidiary of the Company. Upon the consummation of the Business Combination, the registrant changed its name from Property Solutions Acquisition Corp. to Faraday Future Intelligent Electric Inc.
Commitment to Issue Class A and Class B Common Stock
As part of the Closing of the Business Combination, former stockholders and noteholders of Legacy FF are required to submit a signed Company share letter of transmittal or converting debt letter of transmittal along with a lockup agreement to the Company’s transfer agent in order for shares of the Company to be issued in their name in exchange for their shares in, notes from, vendor trust or other supplier agreements with, Legacy FF. As of March 31, 2022, 20,410,111 shares of Class A Common Stock remain unissued. Until the holder of the right to receive shares of the Company’s Class A Common Stock is issued shares, that holder does not have any of the rights of a stockholder.
The Company determined that the commitment to issue shares of Class A and Class B Common Stock is indexed to the Company’s own equity, within the meaning in ASC 815-10-15-74 and met the scope exception to not be subject to derivative
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Faraday Future Intelligent Electric Inc.
Notes to Condensed Consolidated Financial Statements
(in thousands, except share and per share data)
(Unaudited)
accounting under ASC 815-40-25. As such, the Company classified the commitment to issue shares of Class A and Class B Common Stock in equity.
For purposes of presentation of shares outstanding in the Company’s financial statements, the unaudited Condensed Consolidated Balance Sheets and unaudited Condensed Consolidated Statements of Commitment to Issue Class A Common Stock and Stockholders’ Equity (Deficit) present legally issued and outstanding shares.
For purposes of presentation of basic and diluted net loss per share in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss, the Company includes shares to be issued in the denominator in accordance with ASC 710-10-54-4 and ASC 260-10-45-48 as if they had been issued on the date of the merger, as such shares are non-contingent and are issuable for no consideration.
4.    Deposits and Other Current Assets
Deposits and other current assets consist of the following:
Deposits:March 31, 2022December 31, 2021
Deposits for research and development, prototype parts, and other$47,259 $54,990 
Deposits for “Future Work”8,380 8,380 
Total deposits$55,639 $63,370 
Other current assets:
Prepaid expenses$6,010 $11,119 
Other current assets2,598 2,291 
Total other current assets $8,608 $13,410 
During the three months ended March 31, 2022, the Company made deposits for research and development (“R&D”), prototype parts, and other with its vendors, which support the Company’s ongoing R&D efforts and operations. The Company expenses deposits as the services are provided and prototype parts are received.
Amortization expense related to the Palantir hosting arrangement and other prepaid software subscriptions totaled $2,870 and $0 for the three months ended March 31, 2022 and 2021, respectively.
5.    Property and Equipment, Net
Property and equipment, net, consists of the following:
March 31, 2022December 31, 2021
Buildings$14,180 $14,180 
Computer hardware3,328 3,051 
Tooling, machinery, and equipment8,868 8,868 
Vehicles337 337 
Computer software3,621 1,032 
Leasehold improvements298 297 
Construction in process318,713 275,048 
Less: Accumulated depreciation(10,468)(9,678)
Total property and equipment, net$338,877 $293,135 
Depreciation expense related to property and equipment totaled $790 and $825 for the three months ended March 31, 2022 and 2021, respectively.
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Faraday Future Intelligent Electric Inc.
Notes to Condensed Consolidated Financial Statements
(in thousands, except share and per share data)
(Unaudited)
6.    Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consist of the following:
March 31,
2022
December 31, 2021
Accrued payroll and benefits$25,865 $21,752 
Accrued legal contingencies13,600 16,881 
Tooling, machinery and equipment received not invoiced 7,243 
Engineering, design and testing services received not invoiced20,750 6,620 
Deposits from customers4,226 4,354 
Due to affiliates7,075 6,673 
Obligation to issue registered shares of Class A Common Stock (1) 12,635 
Other current liabilities15,250 14,354 
Total accrued expenses and other current liabilities$86,766 $90,512 
(1) The obligation to issue registered shares of Class A Common Stock was reclassified to Commitment to issue Class A Common Stock upon the adoption of ASU 2020-06 (see Note 7, Fair Value of Financial Instruments).
7.    Fair Value of Financial Instruments
Fair Value Measurements
The Company applies the provisions of ASC 820, Fair Value Measurement, which defines a single authoritative definition of fair value, sets out a framework for measuring fair value and expands on required disclosures about fair value measurements. The provisions of ASC 820 relate to financial assets and liabilities as well as other assets and liabilities carried at fair value on a recurring and nonrecurring basis. The standard clarifies that fair value is 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. 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 liability. As a basis for considering such assumptions, the standard establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
Level 1Valuations for assets and liabilities traded in active exchange markets, or interest in open-end mutual funds that allow a company to sell its ownership interest back at net asset value on a daily basis. Valuations are obtained from readily available pricing sources for market transactions involving identical assets, liabilities, or funds.
Level 2Valuations for assets and liabilities traded in less active dealer, or broker markets, such as quoted prices for similar assets or liabilities or quoted prices in markets that are not active. Level 2 instruments typically include U.S. Government and agency debt securities and corporate obligations. Valuations are usually obtained through market data of the investment itself as well as market transactions involving comparable assets, liabilities or funds.
Level 3Valuations for assets and liabilities that are derived from other valuation methodologies, such as option pricing models, discounted cash flow models or similar techniques, and not based on market exchange, dealer, or broker-traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities.
Fair value estimates are made at a specific point in time based on relevant market information and information about the financial or nonfinancial asset or liability.
The Company has elected to apply the fair value option to certain notes payable with conversion features as discussed in Note 9, Notes Payable. Fair value measurements associated with the warrant liabilities, and notes payable represent Level 3 valuations under the fair value hierarchy.
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Faraday Future Intelligent Electric Inc.
Notes to Condensed Consolidated Financial Statements
(in thousands, except share and per share data)
(Unaudited)
Notes Payable at Fair Value
The Company has elected to measure certain notes payable at fair value issued under the Notes Purchase Agreement, as amended (“NPA”) as they contain embedded liquidation premiums with conversion rights that represent embedded derivatives (see Note 9, Notes Payable). The Company used a binomial lattice model to value the notes payable issued on June 9, 2021 and August 10, 2021 to a US-based investment firm. A binomial lattice model is widely used for valuing convertible notes. The significant assumptions used in the binomial lattice model include the risk-free rate, annual dividend yield, expected life, and volatility of the Company's stock.
The fair value adjustments related to warrant liabilities and notes payables were recorded in Change in Fair Value Measurements on the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.
Commitment to Issue Class A Common Stock
Upon the Closing of the Business Combination, the Company assumed an obligation of PSAC to deliver 2,387,500 registered shares of Class A Common Stock to an entity that provided consulting and advisory services in connection with the Business Combination to PSAC for no consideration. As of March 31, 2022, the Company’s registration statement is not effective.
Prior to the adoption of ASU 2020-06, the agreement with the service provider specified that the shares to be delivered are required to be registered, which is considered to be outside of the control of the Company, and therefore this obligation failed to qualify for equity treatment under ASC 815-40-25-10, and net cash settlement was assumed.
As a result, in conjunction with recording the assets and liabilities of PSAC on the Closing of the Business Combination, the Company recorded a liability of $32,900 for the Obligation to issue registered shares of Class A Common Stock in the Consolidated Balance Sheets during the year ended December 31, 2021. As of December 31, 2021, the fair value of the liability was $12,635 resulting in a gain of $20,265 recorded in the Change in Fair value measurements in the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2021.
On January 1, 2022, upon the adoption of ASU 2020-06, the requirement to consider whether settlement is required to be in registered shares is no longer required to be considered in an entity’s evaluation of net cash settlement, however ASC 480-10-S99-3a was not amended in a similar fashion and therefore the Company, as part of the adjustments due to the adoption of ASU 2020-06, reclassified the Obligation to issue registered shares of Class A Common Stock from liabilities to the Commitment to issue Class A Common Stock within temporary equity in the Condensed Consolidated Balance Sheets as of March 31, 2022.
Recurring Fair Value Measurements
Financial assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following tables present financial assets and liabilities remeasured on a recurring basis by level within the fair value hierarchy:
March 31, 2022
Level 1Level 2Level 3
Liabilities:
  Notes payable$ $ $73,073 
  Private Warrants  600 
December 31, 2021
Level 1Level 2Level 3
Liabilities:
  Notes payable$ $ $161,282 
  Private Warrants  642 
  Obligation to issue registered shares of Class A Common Stock  12,635 
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Faraday Future Intelligent Electric Inc.
Notes to Condensed Consolidated Financial Statements
(in thousands, except share and per share data)
(Unaudited)
The carrying amounts of the Company’s financial assets and liabilities, including cash, restricted cash, deposits, and accounts payable approximate fair value because of their short-term nature or contractually defined value.
The following table summarizes the activity of Level 3 fair value measurements:
Notes
Payable at
Fair Value
Private WarrantsObligation to Issue Registered Shares
Balance as of December 31, 2021
$161,282 $642 $12,635 
Changes in fair value measurements(1,144)(42) 
Cash payments(87,065)  
Reclassification of obligation to issue registered shares of Class A Common Stock upon adoption of ASU 2020-06— — (12,635)
Balance as of March 31, 2022
$73,073 $600 $ 
8.    Related Party Notes Payable
The Company has been significantly funded by notes payable from related parties. These related parties include employees as well as affiliates of employees, affiliates, and other companies controlled or previously controlled by the Company’s founder and former CEO.
Related party notes payable consists of the following as of March 31, 2022:
Note NameContractual
Maturity
Date
Contractual
Interest
Rates
Balance as of March 31, 2022Interest Expense for the Three Months Ended March 31, 2022
Related party notes – China(1)
Due on Demand18.00%$9,451 $622 
Related party notes – China various otherDue on Demand0.00%4,185  
$13,636 $622 
(1)As of March 31, 2022, the Company was in default on a related party note with a principal value of $9,451.
The estimated fair value of the related party notes payable, which are not carried at fair value, using inputs from Level 3 under the fair value hierarchy, was $12,999 and $13,337 as of March 31, 2022 and December 31, 2021, respectively.
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Faraday Future Intelligent Electric Inc.
Notes to Condensed Consolidated Financial Statements
(in thousands, except share and per share data)
(Unaudited)
9.    Notes Payable
The Company has entered into notes payable agreements with third parties, which consists of the following as of March 31, 2022:
March 31, 2022
Note NameContractual
Maturity Date
Contractual
Interest
Rates
Unpaid Principal
Balance
Fair Value
Measurement
Adjustments
Original issue discount and proceeds allocated to warrantsNet
Carrying
Value
Interest Expense for the Three Months Ended March 31, 2022
June 9, 2021 Note 1 and Note 2
December 9, 20220.00%$40,000 $8,697 $(9,522)$39,175 $ 
August 10, 2021 Optional NotesFebruary 10, 202315.00%33,917 11,499 (11,518)33,898 1,272 
Notes payable – China various other
Due on Demand0.00%5,483   5,483  
PPP LoanApril 17, 20221.00%193   193  
Auto loansVariousVarious116   116  
$79,709 $20,196 $(21,040)$78,865 $1,272 
The Company settled certain notes payable during the three months ended March 31, 2022 as follows:
Three months ending March 31, 2022
Note NameContractual
Maturity Date
Contractual
Interest
Rates
Net carrying value at 12/31/2021Fair Value
Measurement
Adjustments
Payment PremiumCash Payment
March 1, 2021 Notes(1)
March 1, 202214.00%$56,695 $(1,695)$ $(55,000)
August 26, 2021 Notes(1)
March 1, 202214.00%30,924 (924)2,065 (32,065)
$87,619 $(2,619)$2,065 $(87,065)
(1)On March 1, 2021, the Company amended the NPA to permit the issuance of additional notes payable with principal amounts up to $85,000. On the same day, the Company entered into notes payable agreements with Ares for an aggregate principal of $55,000. The notes payable were collateralized by a first lien on virtually all tangible and intangible assets of the Company, bore interest at 14.0% per annum and matured on March 1, 2022. On February 25, 2022, the Company repaid the $55,000 principal amount of the March 1, 2021 Notes with accrued interest of $7,721.
On August 26, 2021, the Company exercised its option under the March 1, 2021 notes payable agreement with Ares to draw an additional principal amount of $30,000 which matured on March 1, 2022. As the August 26, 2021 Notes mature in less than one year, according to the terms of the amended NPA, the Company expected to repay them with payment premium of 14.0% (“Payment Premium”). On February 25, 2022, the Company repaid the $30,000 principal amount of the August 26, 2021 Notes, with accrued interest of $2,135 and Payment Premium of $2,065.
March 31,
2022
December 31,
2021
March 1, 2021 Notes
Outstanding principal$ $55,000 
Accrued interest 6,455 
Interest expense for the three months ended March 31, 20221,266  
Principal payments55,000  
Interest payments7,721  
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Faraday Future Intelligent Electric Inc.
Notes to Condensed Consolidated Financial Statements
(in thousands, except share and per share data)
(Unaudited)
March 31,
2022
December 31,
2021
August 26, 2021 Notes
Outstanding principal$ $30,000 
Accrued interest 1,473 
Interest expense for the three months ended March 31, 2022662  
Principal payments30,000  
Interest payments2,135  
Payment Premium payments2,065  
Fair Value of Notes Payable Not Carried at Fair Value
The estimated fair value of the Company’s notes payable not carried at fair value, using inputs from Level 3 under the fair value hierarchy, was $5,472 and $5,350 as of March 31, 2022 and December 31, 2021, respectively.
Schedule of Principal Maturities of Notes Payable
The future scheduled principal maturities of notes payable as of March 31, 2022 are as follows:
Due on demand$5,483 
202240,309 
202333,917 
$79,709 
10.    Leases
The Company determines if an arrangement is a lease at its commencement if the Company is both able to identify an asset and conclude the Company has the right to control the identified asset. Leases are classified as finance or operating based on the principle of whether or not the lease is effectively a financed purchase by the lessee. An ROU asset represents the Company’s right to use an underlying asset for the lease term and a lease liability represents the Company’s obligation to make lease payments related to the lease. The Company recognizes operating and finance lease ROU assets and liabilities at the commencement date based on the present value of lease payments over the lease term. The lease term includes renewal options when it is reasonably certain that the option will be exercised, and excludes termination options. The Company’s leases do not provide an implicit rate therefore, the Company uses its incremental borrowing rate based on information available at the commencement date to determine the present value of lease payments. The incremental borrowing rate used is estimated based on what the Company would be required to pay for a collateralized loan for a similar asset over a similar term. The Company’s leases do not include any residual value guarantees, bargain purchase options, or asset retirement obligations.
To the extent that the Company’s agreements have variable lease payments, the Company includes variable lease payments that depend on an index or a rate and excludes those that depend on facts or circumstances occurring after the commencement date, other than the passage of time. Lease expense for both operating and finance leases is recognized on a straight-line basis over the lease term and is recorded in operating expenses on the Condensed Consolidated Statements of Operations and Comprehensive Loss. Interest expense incurred on the finance lease liabilities is recorded in Interest expense on the Condensed Consolidated Statements of Operations and Comprehensive Loss. The Company has elected not to recognize ROU assets and lease liabilities that arise from short-term (12 months or less) leases for any class of underlying asset. Additionally, the Company does not separate lease and non-lease components. Operating leases are included in Right of use assets, Operating leases liabilities, current portion and Operating lease liabilities, less current portion in the Company's Condensed Consolidated Balance Sheets. Finance leases are included in Property and equipment, net, Finance lease liabilities, current portion, and Finance lease liabilities, less current portion in the Company's Condensed Consolidated Balance Sheets.
The Company’s lease arrangements consist primarily of corporate office, store, equipment, and vehicle lease agreements. The leases expire at various dates through 2032, some of which include options to extend the lease term for additional 5 years periods.
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Faraday Future Intelligent Electric Inc.
Notes to Condensed Consolidated Financial Statements
(in thousands, except share and per share data)
(Unaudited)
Total lease costs for the three months ended March 31, 2022 were:
Finance lease cost
Amortization of right-of-use assets$500 
Interest on lease liabilities177 
Total finance lease cost677 
Operating lease cost882 
Variable lease cost134 
Total lease cost$1,693 
The following table summarizes future lease payments as of March 31, 2022:
Fiscal yearOperating LeasesFinance Leases
2022$3,833 $1,940 
20234,300 2,166 
20244,257 1,757 
20254,383 1,792 
20264,514 1,828 
Thereafter11,744 1,863 
Total33,031 11,346 
Less: Imputed Interest(14,033)(1,669)
Present value of net lease payments$18,998 $9,677 
Lease liability, current portion$2,113 $2,287 
Lease liability, net of current portion16,885 7,390 
Total lease liability$18,998 $9,677 
Supplemental information and non-cash activities related to operating and finance leases are as follows:
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases$833 
Operating cash flows from finance leases177 
 Financing cash flows from finance leases466 
$1,476 
Lease liabilities arising from new right-of-use assets
Operating leases$8,206 
Finance leases 
Weighted average remaining lease term (in years)
Operating leases7.2
Finance leases5.4
Weighted average discount rate
Operating leases15.5 %
Finance leases6.0 %

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Faraday Future Intelligent Electric Inc.
Notes to Condensed Consolidated Financial Statements
(in thousands, except share and per share data)
(Unaudited)
Disclosures Related to Periods Prior to Adoption of the New Lease Standard:
The Company recorded rent expense of $790 for the three months ended March 31, 2021.
The minimum aggregate future obligations under noncancelable operating leases as of December 31, 2021 were as follows:
Year ended December 31,
2022$2,384 
20232,695 
20242,775 
20252,859 
20262,944 
Thereafter991 
$14,648 
The Company has three capital leases, one in Hanford, California for its main production facility, and two equipment leases.
The minimum aggregate future minimum lease payments under capital leases as of December 31, 2021 were as follows:
Year ended December 31,
2022$2,574 
20232,166 
20241,757 
20251,792 
20261,840 
Thereafter1,864 
$11,993 
11.    Commitments and Contingencies
Legal Matters
The Company is, from time to time, subject to claims and disputes arising in the normal course of business. In the opinion of management, the outcome of any such claims and disputes cannot be predicted with certainty.
On December 23, 2021, a putative class action lawsuit alleging violations of the Securities Exchange Act of 1934 was filed in the United States District Court, Central District of California, against the Company and its current Chief Executive Officer, its current Chief Product and User Ecosystem Officer, as well as the two former CFOs of the Company (one of which is also the former CFO of Legacy FF), and the Co-CEOs of PSAC. On March 7, 2022, the court appointed co-lead plaintiffs and co-lead counsel. Co-lead plaintiffs filed an amended complaint on May 6, 2022. Defendants’ currently scheduled deadline to respond to the amended complaint is July 5, 2022. The Company believes the suit is without merit and intends to vigorously defend the suit. Given the early stages of the legal proceedings, it is not possible to predict the outcome of the claims.
On March 8, 2022 and March 21, 2022, putative derivative lawsuits alleging violations of the Securities Exchange Act of 1934 and various common law claims were filed in the United States District Court, Central District of California. On April 8, 2022, these two derivative lawsuits were consolidated. Additionally, on April 11 and 25, 2022, putative derivative lawsuits alleging violations of the Securities Exchange Act of 1934 and various common law claims were filed in the United States District Court, District of Delaware. These lawsuits purport to assert claims on behalf of the Company against numerous current and former officers and directors of the Company. Given the early stages of the legal proceedings, it is not possible to predict the outcome of the claims.
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Faraday Future Intelligent Electric Inc.
Notes to Condensed Consolidated Financial Statements
(in thousands, except share and per share data)
(Unaudited)
As of March 31, 2022 and December 31, 2021, the Company had accrued contingent liabilities of $13,600 and $16,881, respectively, within Accrued expenses and other current liabilities on the unaudited Condensed Consolidated Balance Sheets for potential financial exposure related to ongoing legal matters primarily related to breach of contracts and employment matters which are deemed both probable of loss and reasonably estimable.
During the three months ending March 31, 2022, the Company settled a legal dispute for breach of lease under which the Company was named a co-defendant, in a civil action case with the plaintiff seeking damages including unpaid rent, future unpaid rent, unpaid expenses, and unpaid taxes related to the lease for a total of $6,400. Pursuant to the settlement agreement, the Company agreed to pay $1,800 in cash in January 2022 and an additional $3,400 plus 5% interest in October 2022 and was liable for the remainder of the settlement, in the amount of $1,200, in the event the Co-defendants failed to make the payment in January 2022. In January 2022, the Company made the initial settlement payment of $1,800 and was relieved of the liability of $1,200.
Special Committee Investigation
As previously disclosed, on November 15, 2021, the Company’s Board of Directors (the “Board”) established a special committee of independent directors (“Special Committee”) to investigate allegations of inaccurate Company disclosures, including those made in an October 2021 short seller report and whistleblower allegations, which resulted in the Company being unable to timely file its third quarterly report on Form 10-Q for the quarter ended September 30, 2021, its Annual Report on Form 10-K for the year ended December 31, 2021, and amended Registration Statement on Form S-1 (File No. 333-258993). The Special Committee engaged outside independent legal counsel and a forensic accounting firm to assist with its review. On February 1, 2022, the Company announced that the Special Committee completed its review. On April 14, 2022, the Company announced the completion of additional investigative work based on the Special Committee’s findings, which were performed under the direction of the Executive Chairperson, reporting to the Audit Committee. In connection with the Special Committee’s review and subsequent investigative work, the following findings were made:
In connection with the Business Combination, statements made by certain Company employees to certain investors describing the role of Yueting (“YT”) Jia, the Company’s founder and former CEO, within the Company were inaccurate, and his involvement in the management of the Company post-Business Combination was more significant than what had been represented to certain investors.
The Company’s statements leading up to the Business Combination that it had received more than 14,000 reservations for the FF 91 vehicle were potentially misleading because only several hundred of those reservations were paid, while the others (totaling 14,000) were unpaid indications of interest.
Consistent with the Company’s previous public disclosures regarding identified material weaknesses in its internal control over financial reporting, the Company’s internal control over financial reporting requires an upgrade in personnel and systems.
The Company’s corporate culture failed to sufficiently prioritize compliance.
Mr. Jia’s role as an intermediary in leasing certain properties which were subsequently leased to the Company was not disclosed in the Company’s corporate housing disclosures.
In preparing the Company’s related party transaction disclosures, the Company failed to investigate and identify the sources of loans received from individuals and entities associated with Company employees.
In addition, certain individuals failed to fully disclose to individuals involved in the preparation of the Company’s SEC filings their relationships with certain related parties and affiliated entities in connection with, and following, the Business Combination, and failed to fully disclose relevant information, including but not limited to, information in connection with related parties and corporate governance to the Company’s independent registered public accounting firm PricewaterhouseCoopers LLP. Further, certain individuals failed to cooperate and withheld potentially relevant information in connection with the Special Committee investigation.
Based on the results of the investigation, the Special Committee concluded that, except as described above, other substantive allegations of inaccurate FF disclosures that it evaluated, were not supported by the evidence reviewed.
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Faraday Future Intelligent Electric Inc.
Notes to Condensed Consolidated Financial Statements
(in thousands, except share and per share data)
(Unaudited)
Based on the results of the Special Committee investigation and subsequent investigative work described above, the Board approved the following remedial actions:
certain remedial actions designed to enhance oversight and corporate governance of the Company, namely the following:
the appointment of Susan Swenson, a member of the Board, to the newly created position of Executive Chairperson of FF;
Carsten Breitfield, FF’s Chief Executive Officer, reporting directly to Ms. Swenson and receiving a 25% annual base salary reduction;
the removal of Mr. Jia as an executive officer, although continuing in his position as Chief Product & User Ecosystem Officer of the Company and reporting directly to Ms. Swenson, receiving a 25% annual base salary reduction, and his role limited to focusing on (a) Product and Mobility Ecosystem and (b) Internet, Artificial Intelligence, and Advanced R&D technology;
Matthias Aydt, Senior Vice President, Business Development and Product Definition and a director of the Company, being placed on probation as an executive officer for a six-month period, during which period he will remain as a non-independent member of the Board;
the appointment of Jordan Vogel as Lead Independent Director; certain changes to the composition of Board committees, including Brian Krolicki stepping down from his role as Chairman of the Board and Chair of the Nominating and Corporate Governance Committee and becoming a member of the Audit and Compensation Committees of the Board; Jordan Vogel stepping down from the Nominating and Corporate Governance Committee; and Scott Vogel becoming the Chair of the Audit Committee and the Nominating and Corporate Governance Committee of the Board; and
the suspension without pay of Jiawei (“Jerry”) Wang, the Company’s former Vice President, Global Capital Markets, who subsequently notified the Board of his decision to resign from FF on April 10, 2022;
the assessment and enhancement of FF’s policies and procedures regarding financial accounting and reporting and the upgrading of FF’s internal control over financial accounting and reporting, including by hiring additional financial reporting and accounting support, in each case at the direction of the Audit Committee;
the implementation of enhanced controls around FF’s contracting and related party transactions, including regular attestations by FF’s employees with authority to bind FF to contracts and related party transactions, for purposes of enabling FF to make complete and accurate disclosures regarding related party transactions;
the hiring of a Chief Compliance Officer, who reports on a dotted line to the Chair of the Audit Committee, and assessing and enhancing FF’s compliance policies and procedures;
the implementation of a comprehensive training program for all directors and officers regarding, among other things, internal FF policies;
the separation of Jarret Johnson, FF’s Vice President, General Counsel and Secretary; and
certain other disciplinary actions and terminations of employment with respect to other FF employees (none of whom is an executive officer).
SEC Investigation
Subsequent to the Company announcing the completion of the Special Committee investigation on February 1, 2022, the Company, certain members of the management team and employees of the Company received a notice of preservation and subpoena from the staff of the SEC stating that the SEC had commenced a formal investigation relating to the matters that were the subject of the Special Committee investigation. The Company, which had previously voluntarily contacted the SEC in connection with the Special Committee investigation in October 2021, is cooperating fully with the SEC’s investigation. The outcome of such an investigation is difficult to predict. The Company has incurred, and may continue to incur, significant
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Faraday Future Intelligent Electric Inc.
Notes to Condensed Consolidated Financial Statements
(in thousands, except share and per share data)
(Unaudited)
expenses related to legal and other professional services in connection with the SEC investigation. At this stage, the Company is unable to assess whether any material loss or adverse effect is reasonably possible as a result of the SEC’s investigation or estimate the range of any potential loss.
12.    Stockholders’ Equity
The number of authorized, issued and outstanding stock, were as follows:
March 31, 2022
Authorized
Shares
Issued SharesShares to be IssuedTotal Issued and to be Issued Shares
Preferred Stock10,000,000    
Class A Common Stock750,000,000 238,197,018 20,410,111 258,607,129 
Class B Common Stock75,000,000 64,000,588  64,000,588 
835,000,000 302,197,606 20,410,111 322,607,717 
December 31, 2021
Authorized
Shares
Issued SharesShares to be IssuedTotal Issued and to be Issued Shares
Preferred Stock