Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 01, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-39408 | |
Entity Registrant Name | Lucid Group, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-0891392 | |
Entity Address, Address Line One | 7373 Gateway Boulevard | |
Entity Address, City or Town | Newark | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94560 | |
City Area Code | 510 | |
Local Phone Number | 648-3553 | |
Title of 12(b) Security | Class A Common Stock, $0.0001 par value per share | |
Trading Symbol | LCID | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 2,289,429,227 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Central Index Key | 0001811210 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 1,164,391 | $ 1,735,765 |
Short-term investments | 3,258,206 | 2,177,231 |
Accounts receivable, net | 23,370 | 19,542 |
Inventory | 798,974 | 834,401 |
Prepaid expenses | 76,368 | 63,548 |
Other current assets | 70,185 | 81,541 |
Total current assets | 5,391,494 | 4,912,028 |
Property, plant and equipment, net | 2,673,057 | 2,166,776 |
Right-of-use assets | 221,657 | 215,160 |
Long-term investments | 479,727 | 529,974 |
Other noncurrent assets | 175,299 | 55,300 |
TOTAL ASSETS | 8,941,234 | 7,879,238 |
Current liabilities: | ||
Accounts payable | 104,602 | 229,084 |
Accrued compensation | 61,542 | 63,322 |
Finance lease liabilities, current portion | 8,964 | 10,586 |
Other current liabilities | 862,752 | 634,567 |
Total current liabilities | 1,037,860 | 937,559 |
Finance lease liabilities, net of current portion | 77,019 | 81,336 |
Common stock warrant liability | 78,943 | 140,590 |
Long-term debt | 1,995,673 | 1,991,840 |
Other long-term liabilities | 345,724 | 378,212 |
Total liabilities | 3,535,219 | 3,529,537 |
Commitments and contingencies (Note 11) | ||
STOCKHOLDERS’ EQUITY | ||
Common stock, par value $0.0001; 15,000,000,000 shares authorized as of September 30, 2023 and December 31, 2022; 2,290,134,335 and 1,830,172,561 shares issued and 2,289,276,510 and 1,829,314,736 shares outstanding as of September 30, 2023 and December 31, 2022, respectively | 229 | 183 |
Additional paid-in capital | 14,981,851 | 11,752,138 |
Treasury stock, at cost, 857,825 shares at September 30, 2023 and December 31, 2022 | (20,716) | (20,716) |
Accumulated other comprehensive loss | (10,363) | (11,572) |
Accumulated deficit | (9,544,986) | (7,370,332) |
Total stockholders’ equity | 5,406,015 | 4,349,701 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 8,941,234 | $ 7,879,238 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 15,000,000,000 | 15,000,000,000 |
Common stock, shares, issued (in shares) | 2,290,134,335 | 1,830,172,561 |
Common stock, shares outstanding (in shares) | 2,289,276,510 | 1,829,314,736 |
Treasury stock (in shares) | 857,825 | 857,825 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue | $ 137,814 | $ 195,457 | $ 438,120 | $ 350,468 |
Costs and expenses | ||||
Cost of revenue | 469,722 | 492,483 | 1,526,051 | 1,030,795 |
Research and development | 230,758 | 213,761 | 694,035 | 600,218 |
Selling, general and administrative | 189,691 | 176,736 | 556,209 | 563,707 |
Restructuring charges | 518 | 0 | 24,546 | 0 |
Total cost and expenses | 890,689 | 882,980 | 2,800,841 | 2,194,720 |
Loss from operations | (752,875) | (687,523) | (2,362,721) | (1,844,252) |
Other income (expense), net | ||||
Interest income | 66,064 | 24,373 | 145,594 | 27,284 |
Interest expense | (3,340) | (7,613) | (17,138) | (22,521) |
Other income (expense), net | (763) | 665 | (1,024) | 9,898 |
Total other income, net | 122,277 | 157,571 | 189,079 | 1,012,980 |
Loss before provision for income taxes | (630,598) | (529,952) | (2,173,642) | (831,272) |
Provision for income taxes | 296 | 149 | 1,012 | 540 |
Net loss | (630,894) | (530,101) | (2,174,654) | (831,812) |
Net loss attributable to common stockholders, basic | (630,894) | (530,101) | (2,174,654) | (831,812) |
Change in fair value of dilutive warrants | 0 | (140,146) | 0 | (998,319) |
Net loss attributable to common stockholders, diluted | $ (630,894) | $ (670,247) | $ (2,174,654) | $ (1,830,131) |
Weighted average shares outstanding attributable to common stockholders | ||||
Basic (in shares) | 2,284,446,783 | 1,676,048,504 | 2,010,916,100 | 1,666,693,217 |
Diluted (in shares) | 2,284,446,783 | 1,690,963,548 | 2,010,916,100 | 1,686,576,589 |
Net loss per share attributable to common stockholders | ||||
Basic (in dollars per share) | $ (0.28) | $ (0.32) | $ (1.08) | $ (0.50) |
Diluted (in dollars per share) | $ (0.28) | $ (0.40) | $ (1.08) | $ (1.09) |
Other comprehensive income (loss) | ||||
Net unrealized gains (losses) on investments, net of tax | $ 1,554 | $ (12,575) | $ 2,590 | $ (13,266) |
Foreign currency translation adjustments | (1,967) | 0 | (1,381) | 0 |
Total other comprehensive income (loss) | (413) | (12,575) | 1,209 | (13,266) |
Comprehensive loss attributable to common stockholders | (631,307) | (542,676) | (2,173,445) | (845,078) |
Change in fair value of common stock warrant liability | ||||
Other income (expense), net | ||||
Change in fair value of common stock warrant liability | $ 60,316 | $ 140,146 | $ 61,647 | $ 998,319 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Underwriting Agreement | Private Placement | Common Stock | Common Stock Underwriting Agreement | Common Stock Private Placement | Additional Paid-In Capital | Additional Paid-In Capital Underwriting Agreement | Additional Paid-In Capital Private Placement | Treasury Stock | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2021 | 1,647,555,590 | |||||||||||
Beginning balance at Dec. 31, 2021 | $ 3,909,355 | $ 165 | $ 9,995,778 | $ (20,716) | $ 0 | $ (6,065,872) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net loss | (831,812) | (831,812) | ||||||||||
Other comprehensive income (loss) | (13,266) | (13,266) | ||||||||||
Tax withholding payments for net settlement of employee awards | (212,895) | (212,895) | ||||||||||
Issuance of common stock upon vesting of employee RSUs (in shares) | 13,142,048 | |||||||||||
Issuance of common stock upon vesting of employee RSUs | 0 | $ 1 | (1) | |||||||||
Issuance of common stock under employee stock purchase plan (in shares) | 751,036 | |||||||||||
Issuance of common stock under employee stock purchase plan | 12,882 | 12,882 | ||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 18,698,664 | |||||||||||
Issuance of common stock upon exercise of stock options | 14,738 | $ 2 | 14,736 | |||||||||
Stock-based compensation | 352,245 | 352,245 | ||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 1,680,147,338 | |||||||||||
Ending balance at Sep. 30, 2022 | 3,231,247 | $ 168 | 10,162,745 | (20,716) | (13,266) | (6,897,684) | ||||||
Beginning balance (in shares) at Jun. 30, 2022 | 1,672,543,611 | |||||||||||
Beginning balance at Jun. 30, 2022 | 3,710,386 | $ 167 | 10,099,209 | (20,716) | (691) | (6,367,583) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net loss | (530,101) | (530,101) | ||||||||||
Other comprehensive income (loss) | (12,575) | (12,575) | ||||||||||
Tax withholding payments for net settlement of employee awards | (21,654) | (21,654) | ||||||||||
Issuance of common stock upon vesting of employee RSUs (in shares) | 5,100,389 | |||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 2,503,338 | |||||||||||
Issuance of common stock upon exercise of stock options | 1,889 | $ 1 | 1,888 | |||||||||
Stock-based compensation | 83,302 | 83,302 | ||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 1,680,147,338 | |||||||||||
Ending balance at Sep. 30, 2022 | $ 3,231,247 | $ 168 | 10,162,745 | (20,716) | (13,266) | (6,897,684) | ||||||
Beginning balance (in shares) at Dec. 31, 2022 | 1,829,314,736 | 1,829,314,736 | ||||||||||
Beginning balance at Dec. 31, 2022 | $ 4,349,701 | $ 183 | 11,752,138 | (20,716) | (11,572) | (7,370,332) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net loss | (2,174,654) | (2,174,654) | ||||||||||
Other comprehensive income (loss) | 1,209 | 1,209 | ||||||||||
Tax withholding payments for net settlement of employee awards | (14,705) | (14,705) | ||||||||||
Issuance of common stock upon vesting of employee RSUs (in shares) | 11,607,793 | |||||||||||
Issuance of common stock upon vesting of employee RSUs | 0 | $ 2 | (2) | |||||||||
Issuance of common stock under employee stock purchase plan (in shares) | 2,287,592 | |||||||||||
Issuance of common stock under employee stock purchase plan | $ 15,089 | 15,089 | ||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 6,827,738 | 6,827,738 | ||||||||||
Issuance of common stock upon exercise of stock options | $ 7,321 | 7,321 | ||||||||||
Issuance of common stock under agreement (in shares) | 173,544,948 | 265,693,703 | ||||||||||
Issuance of common stock under agreement | $ 1,184,224 | $ 1,812,641 | $ 17 | $ 27 | $ 1,184,207 | $ 1,812,614 | ||||||
Stock-based compensation | $ 225,189 | 225,189 | ||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 2,289,276,510 | 2,289,276,510 | ||||||||||
Ending balance at Sep. 30, 2023 | $ 5,406,015 | $ 229 | 14,981,851 | (20,716) | (10,363) | (9,544,986) | ||||||
Beginning balance (in shares) at Jun. 30, 2023 | 2,282,278,815 | |||||||||||
Beginning balance at Jun. 30, 2023 | 5,959,840 | $ 228 | 14,904,370 | (20,716) | (9,950) | (8,914,092) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net loss | (630,894) | (630,894) | ||||||||||
Other comprehensive income (loss) | (413) | (413) | ||||||||||
Tax withholding payments for net settlement of employee awards | (4,327) | (4,327) | ||||||||||
Issuance of common stock upon vesting of employee RSUs (in shares) | 5,172,059 | |||||||||||
Issuance of common stock upon vesting of employee RSUs | 0 | $ 1 | (1) | |||||||||
Issuance of common stock upon exercise of stock options (in shares) | 1,825,636 | |||||||||||
Issuance of common stock upon exercise of stock options | 2,214 | 2,214 | ||||||||||
Stock-based compensation | $ 79,595 | 79,595 | ||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 2,289,276,510 | 2,289,276,510 | ||||||||||
Ending balance at Sep. 30, 2023 | $ 5,406,015 | $ 229 | $ 14,981,851 | $ (20,716) | $ (10,363) | $ (9,544,986) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (2,174,654) | $ (831,812) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 166,033 | 131,343 |
Amortization of insurance premium | 30,242 | 25,188 |
Non-cash operating lease cost | 18,871 | 14,254 |
Stock-based compensation | 193,432 | 352,245 |
Inventory and firm purchase commitments write-downs | 734,495 | 364,553 |
Other non-cash items | (46,990) | (5,020) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (3,778) | 489 |
Inventory | (575,933) | (906,054) |
Prepaid expenses | (43,062) | (12,101) |
Other current assets | 13,680 | (33,262) |
Other noncurrent assets | (113,790) | (39,082) |
Accounts payable | (114,810) | 52,216 |
Accrued compensation | (1,781) | 16,644 |
Operating lease liabilities | (17,500) | (10,761) |
Other current liabilities | (44,005) | 281,545 |
Other long-term liabilities | 25,993 | 20,191 |
Net cash used in operating activities | (2,015,204) | (1,577,743) |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment | (638,002) | (784,964) |
Purchases of investments | (3,585,254) | (2,726,677) |
Proceeds from maturities of investments | 2,480,570 | 125,353 |
Proceeds from sale of investments | 148,388 | 0 |
Proceeds from government grant | 0 | 97,267 |
Other investing activities | (4,827) | 0 |
Net cash used in investing activities | (1,599,125) | (3,289,021) |
Cash flows from financing activities: | ||
Payment for short-term insurance financing note | 0 | (15,330) |
Payment for finance lease liabilities | (4,534) | (3,605) |
Proceeds from borrowings | 42,920 | 20,228 |
Repayments for borrowings | 0 | (6,653) |
Proceeds from failed sale-leaseback transaction | 0 | 31,700 |
Proceeds from exercise of stock options | 7,321 | 14,738 |
Proceeds from employee stock purchase plan | 15,089 | 12,882 |
Tax withholding payments for net settlement of employee awards | (14,705) | (212,895) |
Net cash provided by (used in) financing activities | 3,042,956 | (165,566) |
Net decrease in cash, cash equivalents, and restricted cash | (571,373) | (5,032,330) |
Beginning cash, cash equivalents, and restricted cash | 1,737,320 | 6,298,020 |
Ending cash, cash equivalents, and restricted cash | 1,165,947 | 1,265,690 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest, net of amounts capitalized | 7,933 | 11,307 |
Cash paid for taxes | 37 | 480 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Purchases of property, plant and equipment included in accounts payable and other current liabilities | 77,844 | 65,267 |
Property, plant and equipment and right-of-use assets obtained through leases | 26,572 | 143,972 |
Line of Credit | ||
Cash flows from financing activities: | ||
Payment for credit facility issuance costs | 0 | (6,631) |
Underwriting Agreement | ||
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 1,184,224 | 0 |
Private Placement | ||
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 1,812,641 | 0 |
Change in fair value of common stock warrant liability | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of common stock warrant liability | $ (61,647) | $ (998,319) |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | DESCRIPTION OF BUSINESS Overview Lucid Group, Inc. (“Lucid”) is a technology and automotive company focused on designing, developing, manufacturing, and selling the next generation of electric vehicles (“EV”), EV powertrains and battery systems. Lucid was originally incorporated in Delaware on April 30, 2020 under the name Churchill Capital Corp IV (formerly known as Annetta Acquisition Corp) (“Churchill”) as a special purpose acquisition company with the purpose of effecting a merger with one or more operating businesses. On February 22, 2021, Churchill entered into a definitive merger agreement (the “Merger Agreement”) with Atieva, Inc. (“Legacy Lucid”) in which Legacy Lucid would become a wholly owned subsidiary of Churchill (the “Merger”). Upon the closing of the Merger on July 23, 2021 (the “Closing”), Churchill was immediately renamed to “Lucid Group, Inc.” The Merger between Churchill and Legacy Lucid was accounted for as a reverse recapitalization. Throughout the notes to the condensed consolidated financial statements, unless otherwise noted, the “Company,” “we,” “us” or “our” and similar terms refer to Legacy Lucid and its subsidiaries prior to the consummation of the Merger, and Lucid and its subsidiaries after the consummation of the Merger. Liquidity The Company devotes its efforts to business planning, selling and servicing of vehicles, providing technology access, research and development, construction and expansion of manufacturing facilities, expansion of retail studios and service center capacities, recruiting of management and technical staff, acquiring operating assets, and raising capital. From inception through September 30, 2023, the Company had incurred operating losses and negative cash flows from operating activities. For the nine months ended September 30, 2023 and 2022, the Company has incurred net losses of $2,174.7 million and $831.8 million, respectively. The Company had an accumulated deficit of $9.5 billion as of September 30, 2023. The Company completed the first phase of the construction of its Advanced Manufacturing Plant 1 in Casa Grande, Arizona (“AMP-1”) in 2021, transitioned general assembly to the AMP-1 phase 2 manufacturing facility and completed the semi knocked-down (“SKD”) portion of its Advanced Manufacturing Plant 2 in Saudi Arabia (“AMP-2”) in September 2023. The Company began commercial production of its first vehicle, the Lucid Air, in September 2021 and delivered its first vehicles in late October 2021. The Company continues to expand AMP-1, construct the completely-built-up (“CBU”) portion of AMP-2, and build a network of retail sales and service locations. The Company has plans for continued development of additional vehicle model types for future release. The aforementioned activities will require considerable capital, which is above and beyond the expected cash inflows from the initial sales of the Lucid Air. As such, the future operating plan involves considerable risk if secure funding sources are not identified and confirmed. The Company’s existing sources of liquidity include cash, cash equivalents, investments, and credit facilities. Historically, the Company funded operations primarily with issuances of common stock, convertible preferred stock and convertible notes. Upon the completion of the Merger, the Company received $4,400.3 million in cash proceeds, net of transaction costs. In December 2021, the Company issued an aggregate principal amount of $2,012.5 million of 1.25% convertible senior notes due in December 2026. In 2022, the Company entered into a loan agreement with the Saudi Industrial Development Fund (“SIDF”) with an aggregate principal amount of up to approximately $1.4 billion, a new five-year senior secured asset-based revolving credit facility (“ABL Credit Facility”) with an initial aggregate principal commitment amount of up to $1.0 billion and revolving credit facilities (the “GIB Facility Agreement”) with Gulf International Bank (“GIB”) in an aggregate principal amount of approximately $266.1 million. The GIB Facility Agreement provided for two committed revolving credit facilities, of which $173.0 million was available as a bridge financing (the “Bridge Facility”) and $93.1 million was for general corporate purposes (the “Working Capital Facility”). In March 2023, the Company amended the GIB Facility Agreement (together with the GIB Facility Agreement, the “Amended GIB Facility Agreement”) to combine the Bridge Facility and the Working Capital Facility into a committed $266.6 million revolving credit facility (the “GIB Credit Facility”), which will bear interest at a rate of 1.40% per annum over SAIBOR (based on the term of borrowing) and associated fees. See Note 6 “Debt” for more information. On November 8, 2022, the Company entered into an equity distribution agreement (the “Equity Distribution Agreement”) with BofA Securities, Inc., Barclays Capital Inc. and Citigroup Global Markets Inc., under which the Company could offer and sell shares of its common stock having an aggregate offering price up to $600.0 million (the “At-the-Market Offering”). On November 8, 2022, the Company also entered into a subscription agreement (the “Subscription Agreement”) with Ayar Third Investment Company, the controlling stockholder of the Company (“Ayar”), pursuant to which Ayar agreed to purchase from the Company, up to $915.0 million of shares of its common stock in one or more private placements through March 31, 2023. In December 2022, the Company completed its At-the-Market Offering program pursuant to the Equity Distribution Agreement for net proceeds of $594.3 million after deducting commissions and other issuance costs and also consummated a private placement of shares to Ayar pursuant to the Subscription Agreement for $915.0 million. No shares remain available for sale under the Equity Distribution Agreement. See Note 8 “Stockholders’ Equity” for more information. On May 31, 2023, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc. (the “Underwriter”), under which the Underwriter agreed to purchase from the Company shares of the Company’s common stock in a public offering for aggregate net proceeds to the Company of approximately $1.2 billion. On May 31, 2023, the Company also entered into a subscription agreement (the “2023 Subscription Agreement”) with Ayar, pursuant to which Ayar agreed to purchase from the Company shares of the Company’s common stock in a private placement for aggregate net proceeds of approximately $1.8 billion. In June 2023, the Company completed the public offering pursuant to the Underwriting Agreement for aggregate net proceeds of $1.2 billion and also consummated the private placement to Ayar pursuant to the 2023 Subscription Agreement for aggregate net proceeds of $1.8 billion. See Note 8 “Stockholders’ Equity” for more information. Certain Significant Risks and Uncertainties The Company’s current business activities consist of (i) generating sales from the deliveries and service of vehicles, (ii) research and development efforts to design, engineer and develop high-performance fully electric vehicles and advanced electric vehicle powertrain components, including battery pack systems, (iii) further construction of AMP-1 phase 2 in Casa Grande, Arizona, (iv) construction of the CBU portion of AMP-2 in Saudi Arabia, and (v) expansion of its retail studios and service centers capabilities throughout North America and across the globe. The Company is subject to the risks associated with such activities, including the need to further develop its technology, its marketing, and distribution channels; further develop its supply chain and manufacturing; and hire additional management and other key employees. Successful completion of the Company’s development program and, ultimately, the attainment of profitable operations are dependent upon future events, including our ability to access potential markets, and secure long-term financing. The Company participates in a dynamic high-technology industry. Changes in any of the following areas could have a material adverse impact on the Company’s future financial position, results of operations, and/or cash flows: changes in the overall demand for its products and services; advances and trends in new technologies; competitive pressures; acceptance of the Company’s products and services; litigation or claims against the Company based on intellectual property (including patents), regulatory, or other factors; and the Company’s ability to attract and retain employees necessary to support its business operations. A global economic recession or other downturn, whether due to inflation, global conflicts or other geopolitical events, COVID-19 or other public health crises, interest rate increases or other policy actions by major central banks, government closures of banks and liquidity concerns at other financial institutions, or other factors, may have an adverse impact on the Company’s business, prospects, financial condition and results of operations. Adverse economic conditions as well as uncertainty about the current and future global economic conditions may cause the Company’s customers to defer purchases or cancel their reservations and orders in response to higher interest rates, availability of consumer credit, decreased cash availability, fluctuations in foreign currency exchange rates, and weakened consumer confidence. Reduced demand for the Company’s products may result in significant decreases in product sales, which in turn would have a material adverse impact on the Company’s business, prospects, financial condition and results of operations. Because of the Company’s premium brand positioning and pricing, an economic downturn is likely to have a heightened adverse effect on the Company compared to many of its electric vehicle and traditional automotive industry competitors, to the extent that consumer demand for luxury goods is reduced in favor of lower-priced alternatives. In addition, any economic recession or other downturn could also cause logistical challenges and other operational risks if any of the Company’s suppliers, sub-suppliers or partners become insolvent or are otherwise unable to continue their operations, fulfill their obligations to the Company, or meet the Company’s future demand. In addition, the deterioration of conditions in the broad financing markets may limit the Company’s ability to obtain external financing to fund its operations and capital expenditures on terms favorable to the Company, if at all. See “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q (the “Quarterly Report”) for more information regarding risks associated with a global economic recession, including under the caption “ A global economic recession, government closures of banks and liquidity concerns at other financial institutions, or other downturn may have a material adverse impact on our business, prospects, results of operations and financial condition . ” The COVID-19 pandemic has impacted the global economy and caused significant macroeconomic uncertainty. Infection rates vary across the jurisdictions in which the Company operates. Broader impacts of the pandemic have included inflationary pressure as well as ongoing, industry-wide challenges in logistics and supply chains, such as intermittent supplier delays and a shortfall of semiconductor supply. Because the Company relies on third party suppliers for the development, manufacture, and/or provision and development of many of the key components and materials used in its vehicles, as well as provisioning and servicing equipment in its manufacturing facilities, the Company has been affected by inflation and such industry-wide challenges in logistics and supply chains. While the Company continues to focus on mitigating risks to its operations and supply chain in the current industry environment, the Company expects that these industry-wide trends will continue to impact its cost structure as well as its ability and the ability of its suppliers to obtain parts, components and manufacturing equipment on a timely basis for the foreseeable future. In the current circumstances, any impact on the Company’s financial condition, results of operations or cash flows in the future continues to be difficult to estimate and predict, as it depends on future events that are highly uncertain and cannot be predicted with accuracy. See “Risk Factors” in Part II, Item 1A of this Quarterly Report for additional information regarding risks associated with the COVID-19 pandemic, including under the caption “ The COVID-19 pandemic has adversely affected, and we cannot predict its ultimate impact on, our business, prospects, results of operations and financial condition. ” |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements included herein have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Form 10-K filed with the SEC on February 28, 2023. In management’s opinion, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of September 30, 2023 and the results of operations for the three and nine months ended September 30, 2023 and 2022. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the full year ending December 31, 2023 or any other future interim or annual period. The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Significant estimates, assumptions and judgments made by management include, among others, inventory valuation, warranty reserve, useful lives of property, plant and equipment, fair value of common stock warrants, estimates of residual value guarantee (“RVG”) liability and deferred revenue related to over-the-air (“OTA”) software updates, fair value of common stock prior to the Merger and other assumptions used to measure stock-based compensation expense, and estimated incremental borrowing rates for assessing operating and financing leases. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents. Restricted cash in other current assets and other noncurrent assets is primarily related to letters of credit issued to the landlords for certain of the Company’s leased facilities. The following table provides a reconciliation of cash, cash equivalents, and restricted cash to amounts shown in the condensed consolidated statements of cash flows (in thousands): September 30, December 31, September 30, December 31, Cash and cash equivalents $ 1,164,391 $ 1,735,765 $ 1,264,136 $ 6,262,905 Restricted cash included in other current assets 1,556 1,555 1,554 10,740 Restricted cash included in other noncurrent assets — — — 24,375 Total cash, cash equivalents, and restricted cash $ 1,165,947 $ 1,737,320 $ 1,265,690 $ 6,298,020 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents, and investments. The Company places its cash primarily with domestic financial institutions that are federally insured within statutory limits, but at times its deposits may exceed federally insured limits. Concentration of Supply Risk The Company is dependent on its suppliers, the majority of which are single-source suppliers, and the inability of these suppliers to deliver necessary components of its products according to the schedule and at prices, quality levels and volumes acceptable to the Company, or its inability to efficiently manage these components, could have a material adverse effect on the Company’s results of operations and financial condition. Revenue from Contracts with Customers Vehicle Sales Vehicle Sales without Residual Value Guarantee Vehicle sales revenue is generated from the sale of electric vehicles to customers. There are two performance obligations identified in vehicle sale arrangements. These are the vehicle including an onboard advanced driver assistance system (“ADAS”), and the right to unspecified OTA software updates to be provided as and when available over the term of the basic vehicle warranty, which is generally 4 years. The Company recognizes revenue related to the vehicle when the customer obtains control of the vehicle which occurs at a point in time either upon completion of delivery to the agreed upon delivery location or upon pick up of the vehicle by the customer. As the unspecified OTA software updates are provided when-and-if they become available, revenue related to OTA software updates is recognized ratably over the basic vehicle warranty term, commencing when control of the vehicle is transferred to the customer. At the time of revenue recognition, the Company reduces the transaction price and records a sales return reserve against revenue for estimated variable consideration related to future product returns. Return rate estimates are based on historical experience and sales return reserve balance was not material as of September 30, 2023 and December 31, 2022. Vehicle Sales with Residual Value Guarantee The Company provides an RVG to its commercial banking partner in connection with its vehicle leasing program. Vehicle sales with RVG totaled $56.5 million and $112.0 million, respectively, during the three and nine months ended September 30, 2023, and $10.1 million for the same periods in the prior year. The Company recognizes revenue when control transfers upon delivery when the consumer-lessee takes physical possession of the vehicle, and bifurcates the RVG at fair value and accounts for it as a guarantee liability. The remaining amount of the transaction price is allocated among the performance obligations, including the vehicle, the right to unspecified OTA software updates and remarketing activities, in proportion to the standalone selling price of the Company’s performance obligations. The guarantee liability represents the estimated amount the Company expects to pay at the end of the lease term. The Company is released from residual risk upon either expiration or settlement of the RVG. The Company evaluates variables such as third-party residual value publications, risk of future price deterioration due to changes in market conditions and reconditioning costs to determine the estimated residual value guarantee liability. As of September 30, 2023 and December 31, 2022, the RVG liability was not material. Deferred revenue related to OTA and remarketing activities for vehicle sales of $6.7 million and $4.0 million, respectively, was recorded within other current liabilities, and $18.2 million and $11.4 million, respectively, was recorded within other long-term liabilities, in the condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022. Other Restructuring The Company’s restructuring charges primarily consist of severance payments, employee benefits, employee transition and stock-based compensation expenses associated with the management-approved restructuring plan. One-time employee termination benefits are recognized at the time of communication to employees, unless future service is required, in which case the costs are recognized over the future service period. Ongoing employee termination benefits are recognized when payments are probable and amounts are reasonably estimable. Other costs are recognized as incurred. Except for the policy described above, there have been no significant changes to accounting policies during the three and nine months ended September 30, 2023. |
RESTRUCTURING
RESTRUCTURING | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING | RESTRUCTURING On March 28, 2023, the Company announced a restructuring plan (the “Restructuring Plan”) intended to reduce operating expenses in response to evolving business needs and productivity improvement through a reduction in workforce. The Company substantially completed the Restructuring Plan in the second quarter of 2023. During the three and nine months ended September 30, 2023, the Company recorded charges of $0.5 million and $24.5 million, respectively, related to severance payments, employee benefits, employee transition and stock-based compensation, net of a reversal of previously recognized stock-based compensation expense. These charges were recorded within restructuring charges in the condensed consolidated statements of operations and comprehensive loss. A summary of restructuring liabilities associated with the Restructuring Plan was as follows (in thousands): Three Months Ended Nine Months Ended Restructuring liabilities - beginning of period $ 1,705 $ — Restructuring charges excluding non-cash items (1) 518 25,989 Cash payments (1,846) (25,612) Restructuring liabilities - end of period $ 377 $ 377 (1) Excluded non-cash items of $1.4 million for the nine months ended September 30, 2023, which was net of accelerated stock-based compensation expense of $3.4 million and a reversal of $4.8 million related to previously recognized stock-based compensation expenses for unvested restricted stock awards. As of September 30, 2023, the restructuring liabilities of $0.4 million associated with the Restructuring Plan were included in accrued compensation in the condensed consolidated balance sheet. |
BALANCE SHEETS COMPONENTS
BALANCE SHEETS COMPONENTS | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BALANCE SHEETS COMPONENTS | BALANCE SHEETS COMPONENTS Inventory Inventory as of September 30, 2023 and December 31, 2022 was as follows (in thousands): September 30, December 31, Raw materials $ 315,887 $ 464,731 Work in progress 96,879 34,311 Finished goods 386,208 335,359 Total Inventory $ 798,974 $ 834,401 Inventory was comprised of raw materials, work in progress related to the production of vehicles for sale and SKD units for final assembly in Saudi Arabia, and finished goods inventory including new vehicles available for sale, vehicles in transit to fulfill customer orders, and internally used vehicles which the Company intends to sell. The Company recorded write-downs of $230.8 million and $752.8 million, respectively, for the three and nine months ended September 30, 2023, and $186.5 million and $364.6 million, respectively, for the same periods in the prior year, to reduce our inventories to their net realizable values, for any excess or obsolete inventories, and losses from firm purchase commitments. Property, plant and equipment, net Property, plant and equipment, net as of September 30, 2023 and December 31, 2022 was as follows (in thousands): September 30, December 31, Land and land improvements $ 69,718 $ 64,677 Building and improvements (1) 564,576 197,406 Machinery, Tooling and Vehicles (2) 957,243 743,006 Computer equipment and software 70,311 48,899 Leasehold improvements 213,112 182,904 Furniture and fixtures 43,706 27,803 Finance leases 96,425 97,992 Construction in progress 1,094,280 1,077,179 Total Property, plant and equipment 3,109,371 2,439,866 Less: accumulated depreciation and amortization (436,314) (273,090) Property, plant and equipment, net $ 2,673,057 $ 2,166,776 (1) As of September 30, 2023, $97.3 million of capital expenditure support received from Ministry of Investment of Saudi Arabia (“MISA”) was primarily recorded as a deduction to the AMP-2 building balance. See Note 15 “Related Party Transactions” for more information. (2) Included $31.7 million of service loaner vehicles as of September 30, 2023. Construction in progress represents the costs incurred in connection with the construction of buildings or new additions to the Company’s plant facilities including tooling, which is with outside vendors. Costs classified as construction in progress include all costs of obtaining the asset, installation of the asset, and bringing it to the location and the condition necessary for its intended use. No depreciation is provided for construction in progress until such time as the asset is completed and is ready for its intended use. Construction in progress consisted of the following (in thousands): September 30, December 31, Machinery and tooling (1) $ 687,534 $ 515,662 Construction of AMP-1 and AMP-2 (1) 386,825 526,720 Leasehold improvements 19,921 34,797 Total construction in progress $ 1,094,280 $ 1,077,179 (1) As of December 31, 2022, $33.3 million of capital expenditure support received from MISA was recorded as a deduction to the AMP-2 construction in progress balance. See Note 15 “Related Party Transactions” for more information. Depreciation and amortization expense was $60.8 million and $166.0 million, respectively, for the three and nine months ended September 30, 2023, and $50.6 million and $131.3 million, respectively, for the same periods in the prior year. The amount of interest capitalized on construction in progress related to significant capital asset construction was $6.0 million and $10.0 million, respectively, for the three and nine months ended September 30, 2023, and $1.1 million and $1.8 million, respectively, for the same periods in the prior year. Other current liabilities Other current liabilities as of September 30, 2023 and December 31, 2022 were as follows (in thousands): September 30, December 31, Engineering, design, and testing accrual $ 49,270 $ 28,686 Construction in progress 220,741 167,462 Accrued purchases (1) 66,927 157,162 Retail leasehold improvements accrual 9,770 9,099 Third-party services accrual 29,433 34,951 Tooling liability 37,491 21,714 Short-term borrowings 52,526 9,595 Operating lease liabilities, current portion 24,925 11,269 Reserve for loss on firm inventory purchase commitments 155,029 22,640 Accrued warranty 33,497 10,464 Other current liabilities 183,143 161,525 Total Other current liabilities $ 862,752 $ 634,567 (1) Primarily represent accruals for inventory related purchases and transportation charges that had not been invoiced. Other long-term liabilities Other long-term liabilities as of September 30, 2023 and December 31, 2022 were as follows (in thousands): September 30, December 31, Operating lease liabilities, net of current portion $ 246,818 $ 243,843 Other long-term liabilities (1) 98,906 134,369 Total Other long-term liabilities $ 345,724 $ 378,212 (1) As of December 31, 2022, $64.0 million of capital expenditure support received from MISA was recorded as deferred liability within other long-term liabilities. See Note 15 “Related Party Transactions” for more information. Accrued warranty Accrued warranty activities consisted of the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Accrued warranty - beginning of period (1) $ 62,186 $ 8,311 $ 22,949 $ 1,282 Warranty costs incurred (13,929) (3,501) (33,759) (5,256) Provision for warranty (2) 7,054 8,815 66,121 17,599 Accrued warranty - end of period (1) $ 55,311 $ 13,625 $ 55,311 $ 13,625 (1) Accrued warranty balance of $33.5 million and $10.4 million, respectively, was recorded within other current liabilities, and $21.8 million and $12.5 million, respectively, was recorded within other long-term liabilities, in the condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022. (2) Provision for warranty for the three and nine months ended September 30, 2023 and 2022 included estimated costs related to the recalls identified and/or special campaigns to repair or replace items under warranties. |
FAIR VALUE MEASUREMENTS AND FIN
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS | FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS The accounting standard for fair value measurements provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. Fair value is defined as the price that would be received for an asset or the “exit price” that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between independent market participants on the measurement date. The Company measures financial assets and liabilities at fair value at each reporting period using a fair value hierarchy, which requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. This hierarchy prioritizes the inputs into three broad levels as follows: • Level 1 —Quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2 —Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 —Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. Factors used to develop the estimated fair value are unobservable inputs that are not supported by market activity. The sensitivity of the fair value measurement to changes in unobservable inputs may result in a significantly higher or lower measurement. Cash, cash equivalents and investments are reported at their respective fair values on the Company’s condensed consolidated balance sheets. The Company’s short-term and long-term investments are classified as available-for-sale securities. The following table sets forth the Company’s financial assets subject to fair value measurements on a recurring basis by level within the fair value hierarchy as of September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 Reported As: Amortized cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and cash equivalents Short-Term Investments Long-Term Investments Cash $ 522,195 $ — $ — $ 522,195 $ 522,195 $ — $ — Level 1: Money market funds 557,476 — — 557,476 557,476 — — U.S. Treasury securities 2,522,890 59 (6,232) 2,516,717 59,767 2,205,811 251,139 Subtotal 3,080,366 59 (6,232) 3,074,193 617,243 2,205,811 251,139 Level 2: U.S. government agency securities 45,005 — (26) 44,979 — 44,979 — Certificates of deposit 144,180 49 (107) 144,122 — 144,122 — Commercial paper 447,969 14 (210) 447,773 24,953 422,820 — Corporate debt securities 671,591 274 (2,803) 669,062 — 440,474 228,588 Subtotal 1,308,745 337 (3,146) 1,305,936 24,953 1,052,395 228,588 Total $ 4,911,306 $ 396 $ (9,378) $ 4,902,324 $ 1,164,391 $ 3,258,206 $ 479,727 December 31, 2022 Reported As: Amortized cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and cash equivalents Short-Term Investments Long-Term Investments Cash $ 321,667 $ — $ — $ 321,667 $ 321,667 $ — $ — Level 1: Money market funds 1,377,540 — — 1,377,540 1,377,540 — — U.S. Treasury securities 1,861,449 151 (9,431) 1,852,169 — 1,570,591 281,578 Subtotal 3,238,989 151 (9,431) 3,229,709 1,377,540 1,570,591 281,578 Level 2: U.S. government agency securities 43,477 46 (18) 43,505 — 43,505 — Certificates of deposit 174,037 67 (132) 173,972 — 173,972 — Commercial paper 238,224 63 (122) 238,165 19,761 218,404 — Corporate debt securities 438,148 208 (2,404) 435,952 16,797 170,759 248,396 Subtotal 893,886 384 (2,676) 891,594 36,558 606,640 248,396 Total $ 4,454,542 $ 535 $ (12,107) $ 4,442,970 $ 1,735,765 $ 2,177,231 $ 529,974 During the three and nine months ended September 30, 2023 and 2022, there were immaterial realized gains or losses on the sale of available-for-sale securities. Accrued interest receivable excluded from both the fair value and amortized cost basis of the available-for-sale securities was $10.5 million and $7.5 million as of September 30, 2023 and December 31, 2022, respectively, and was recorded in other current assets in the condensed consolidated balance sheets. As of September 30, 2023 and December 31, 2022, no allowance for credit losses was recorded related to an impairment of available-for-sale securities. The following table summarizes our available-for-sale securities by contractual maturity: September 30, 2023 Amortized cost Estimated Fair Value Within one year $ 3,264,410 $ 3,258,206 After one year through three years 482,509 479,727 Total $ 3,746,919 $ 3,737,933 Level 3 liabilities consist of common stock warrant liability of which the fair value was measured upon issuance and is remeasured at each reporting date. Level 3 liabilities also consist of residual value guarantee liabilities, of which the fair value measurement is nonrecurring and measured upon delivery of vehicles. The valuation methodology and underlying assumptions are discussed further in Note 2 “Summary of Significant Accounting Policies” and Note 7 “Common Stock Warrant Liability”. Significant increases (decreases) in the unobservable inputs used in determining the fair value would result in a significantly higher (lower) fair value measurement. The following table presents a reconciliation of the common stock warrant liability measured and recorded at fair value on a recurring basis (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Fair value-beginning of period $ 139,259 $ 536,635 $ 140,590 $ 1,394,808 Change in fair value (60,316) (140,146) (61,647) (998,319) Fair value-end of period $ 78,943 $ 396,489 $ 78,943 $ 396,489 |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT 2026 Notes In December 2021, the Company issued an aggregate of $2,012.5 million principal amount of 1.25% convertible senior notes due in December 2026 (the “2026 Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, at an issuance price equal to 99.5% of the principal amount of 2026 Notes. The 2026 Notes have been designated as green bonds, whose proceeds will be allocated in accordance with the Company’s green bond framework. The 2026 Notes were issued pursuant to and are governed by an indenture dated December 14, 2021, between the Company and U.S. Bank National Association as the trustee. The proceeds from the issuance of the 2026 Notes were $1,986.6 million, net of the issuance discount and debt issuance costs. The 2026 Notes are unsecured obligations which bear regular interest at 1.25% per annum and will be payable semiannually in arrears on June 15 and December 15 of each year, beginning on June 15, 2022. The 2026 Notes will mature on December 15, 2026, unless repurchased, redeemed, or converted in accordance with their terms prior to such date. The 2026 Notes are convertible into cash, shares of our Class A common stock, or a combination of cash and shares of our Class A common stock, at the Company’s election, at an initial conversion rate of 18.2548 shares of Class A common stock per $1,000 principal amount of 2026 Notes, which is equivalent to an initial conversion price of approximately $54.78 per share of our Class A common stock. The conversion rate is subject to customary adjustments for certain dilutive events. The Company may redeem for cash all or any portion of the 2026 Notes, at the Company’s option, on or after December 20, 2024 if the last reported sale price of our Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days at a redemption price equal to 100% of the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest up to the day before the redemption date. The holders may require the Company to repurchase the 2026 Notes upon the occurrence of certain fundamental change transactions at a redemption price equal to 100% of the principal amount of the 2026 Notes redeemed, plus accrued and unpaid interest up to the day before the redemption date. Holders of the 2026 Notes may convert all or a portion of their 2026 Notes at their option prior to September 15, 2026, in multiples of $1,000 principal amounts, only under the following circumstances: • during any calendar quarter commencing after the quarter ending on March 31, 2022 (and only during such calendar quarter), if the Company’s common stock price exceeds 130% of the conversion price for at least 20 trading days during the 30 consecutive trading days at the end of the prior calendar quarter; • during the five consecutive business days immediately after any 10 consecutive trading day period in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of our common stock on such trading day and the conversion rate on such trading day; • upon the occurrence of specified corporate events; or • if the Company calls any or all 2026 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the notes called for redemption. On or after September 15, 2026, the 2026 Notes are convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Holders of the 2026 Notes who convert the 2026 Notes in connection with a make-whole fundamental change, as defined in the indenture governing the 2026 Notes, or in connection with a redemption may be entitled to an increase in the conversion rate. The Company accounted for the issuance of the 2026 Notes as a single liability measured at its amortized cost, as no other embedded features require bifurcation and recognition as derivatives. The following table is a summary of the 2026 Notes as of September 30, 2023 and December 31, 2022 (in millions): September 30, 2023 December 31, 2022 Principal Amount $ 2,012.5 $ 2,012.5 Unamortized Debt Discounts and Issuance Costs (16.8) (20.7) Net Carrying Amount $ 1,995.7 $ 1,991.8 Fair Value (Level 2) $ 1,217.6 $ 1,041.5 The effective interest rate for the convertible note is 1.5%. The components of interest expense related to the 2026 Notes were as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30 2023 2022 2023 2022 Contractual interest $ 6.3 $ 6.2 $ 18.9 $ 18.9 Amortization of debt discounts and debt issuance costs 1.3 1.4 3.9 3.8 Interest expense $ 7.6 $ 7.6 $ 22.8 $ 22.7 The 2026 Notes were not eligible for conversion as of September 30, 2023 and December 31, 2022. No sinking fund is provided for the 2026 Notes, which means that the Company is not required to redeem or retire them periodically. As of September 30, 2023 and December 31, 2022, the Company was in compliance with applicable covenants under the indenture governing the 2026 Notes. SIDF Loan Agreement On February 27, 2022, Lucid, LLC, a limited liability company established in Saudi Arabia and a subsidiary of the Company (“Lucid LLC”) entered into a loan agreement (as subsequently amended, the “SIDF Loan Agreement”) with SIDF, a related party of Public Investment Fund (“PIF”), which is an affiliate of Ayar. Under the SIDF Loan Agreement, SIDF has committed to provide loans (the “SIDF Loans”) to Lucid LLC in an aggregate principal amount of up to SAR 5.19 billion (approximately $1.4 billion); provided that SIDF may reduce the availability of SIDF Loans under the facility in certain circumstances. SIDF Loans will be subject to repayment in semi-annual installments in amounts ranging from SAR 25 million (approximately $6.7 million) to SAR 350 million (approximately $93.3 million), commencing on April 3, 2026 and ending on November 12, 2038. SIDF Loans are financing and will be used to finance certain costs in connection with the development and construction of AMP-2. Lucid LLC may repay SIDF Loans earlier than the maturity date without penalty. Obligations under the SIDF Loan Agreement do not extend to the Company or any of its other subsidiaries. SIDF Loans will not bear interest. Instead, Lucid LLC will be required to pay SIDF service fees, consisting of follow-up and technical evaluation fees, ranging, in aggregate, from SAR 415 million (approximately $110.7 million) to SAR 1.77 billion (approximately $471.9 million), over the term of the SIDF Loans. SIDF Loans will be secured by security interests in the equipment, machines and assets funded thereby. The SIDF Loan Agreement contains certain restrictive financial covenants and imposes annual caps on Lucid LLC’s payment of dividends, distributions of paid-in capital or certain capital expenditures. The SIDF Loan Agreement also defines customary events of default, including abandonment of or failure to commence operations at the plant in the King Abdullah Economic City (“KAEC”), and drawdowns under the SIDF Loan Agreement are subject to certain conditions precedent. As of September 30, 2023 and December 31, 2022 , no amount was outstanding under the SIDF Loan Agreement. GIB Facility Agreement On April 29, 2022, Lucid LLC entered into the GIB Facility Agreement with GIB, maturing on February 28, 2025. GIB is a related party of PIF, which is an affiliate of Ayar. The GIB Facility Agreement provided for two committed revolving credit facilities in an aggregate principal amount of SAR 1 billion (approximately $266.1 million). SAR 650 million (approximately $173.0 million) under the GIB Facility Agreement was available as the Bridge Facility for the financing of Lucid LLC’s capital expenditures in connection with AMP-2. The remaining SAR 350 million (approximately $93.1 million) was available as the Working Capital Facility and might be used for general corporate purposes. Loans under the Bridge Facility and the Working Capital Facility had a maturity of no more than 12 months. The Bridge Facility beared interest at a rate of 1.25% per annum over 3-month SAIBOR and the Working Capital Facility beared interest at a rate of 1.70% per annum over 1~3-month SAIBOR and associated fees. On March 12, 2023, Lucid LLC entered into the Amended GIB Facility Agreement to combine the Bridge Facility and the Working Capital Facility into a committed SAR 1 billion (approximately $266.6 million) GIB Credit Facility which may be used for general corporate purposes. Loans under the Amended GIB Credit Facility Agreement have a maturity of no more than 12 months and bear interest at a rate of 1.40% per annum over SAIBOR (based on the term of borrowing) and associated fees. The Company is required to pay a quarterly commitment fee of 0.15% per annum based on the unutilized portion of the GIB Credit Facility. Commitments under the Amended GIB Facility Agreement will terminate, and all amounts then outstanding thereunder would become payable, on the maturity date of the Amended GIB Facility Agreement. The Amended GIB Facility Agreement contains certain conditions precedent to drawdowns, representations and warranties and covenants of Lucid LLC and events of default. As of September 30, 2023, the Company had outstanding borrowings of SAR 197 million (approximately $52.5 million) with weighted average interest rate of 7.46%. As of September 30, 2023, availability under the GIB Credit Facility was SAR 802 million (approximately $213.9 million), after giving effect to the outstanding letters of credit. As of December 31, 2022, the Company had outstanding borrowings of SAR 36 million (approximately $9.6 million) with interest rate of 6.40% from the Working Capital Facility. As of December 31, 2022, available borrowings were SAR 650 million (approximately $173.0 million) and SAR 314 million (approximately $83.5 million) under the Bridge Facility and Working Capital Facility, respectively. The outstanding borrowings were recorded within other current liabilities in the condensed consolidated balance sheets. As of September 30, 2023 and December 31, 2022, the Company was in compliance with applicable covenants under the Amended GIB Facility Agreement. ABL Credit Facility In June 2022, the Company entered into the ABL Credit Facility with a syndicate of banks that may be used for working capital and general corporate purposes. The ABL Credit Facility provides for an initial aggregate principal commitment amount of up to $1.0 billion (including a $350.0 million letter of credit subfacility and a $100.0 million swingline loan subfacility) and has a stated maturity date of June 9, 2027. Borrowings under the ABL Credit Facility bear interest at the applicable interest rates specified in the credit agreement governing the ABL Credit Facility. Availability under the ABL Credit Facility is subject to the value of eligible assets in the borrowing base and is reduced by outstanding loan borrowings and issuances of letters of credit which bear customary letter of credit fees. Subject to certain terms and conditions, the Company may request one or more increases in the amount of credit commitments under the ABL Credit Facility in an aggregate amount up to the sum of $500.0 million plus certain other amounts. The Company is required to pay a quarterly commitment fee of 0.25% per annum based on the unutilized portion of the ABL Credit Facility. The ABL Credit Facility contains customary covenants that limit the ability of the Company and its restricted subsidiaries to, among other activities, pay dividends, incur debt, create liens and encumbrances, redeem or repurchase stock, dispose of certain assets, consummate acquisitions or other investments, prepay certain debt, engage in transactions with affiliates, engage in sale and leaseback transactions or consummate mergers and other fundamental changes. The ABL Credit Facility also includes a minimum liquidity covenant which, at the Company’s option following satisfaction of certain pre-conditions, may be replaced with a springing, minimum fixed charge coverage ratio financial covenant, in each case on terms set forth in the credit agreement governing the ABL Credit Facility. As of September 30, 2023 and December 31, 2022, the Company was in compliance with applicable covenants under the ABL Credit Facility. |
COMMON STOCK WARRANT LIABILITY
COMMON STOCK WARRANT LIABILITY | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
COMMON STOCK WARRANT LIABILITY | COMMON STOCK WARRANT LIABILITY On July 23, 2021, in connection with the reverse recapitalization treatment of the Merger, the Company effectively issued 44,350,000 Private Placement Warrants to purchase shares of Lucid’s common stock at an exercise price of $11.50. The Private Placement Warrants were initially recognized as a liability with a fair value of $812.0 million and was remeasured to fair value of $140.6 million as of December 31, 2022. The Private Placement Warrants remained unexercised and were remeasured to fair value of $78.9 million as of September 30, 2023. The Company recognized gains of $60.3 million and $61.6 million, respectively, for the three and nine months ended September 30, 2023, and gains of $140.1 million and $998.3 million, respectively, for the same periods in the prior year, in the condensed consolidated statements of operations and comprehensive loss. The fair value of the Private Placement Warrants that are not subject to the contingent forfeiture provisions was estimated using a Black-Scholes option pricing model, and were as follows: September 30, 2023 December 31, 2022 Fair value of Private Placement Warrants per share $ 1.78 $ 3.17 Assumptions used in the Black-Scholes option pricing model take into account the contract terms as well as the quoted price of the Company’s common stock in an active market. The volatility is based on the actual market activity of the Company’s peer group as well as the Company’s historical volatility. The expected life is based on the remaining contractual term of the warrants, and the risk free interest rate is based on the implied yield available on U.S. Treasury securities with a maturity equivalent to the warrants’ expected life. The level 3 fair value inputs used in the Black-Scholes option pricing models were as follows: September 30, 2023 December 31, 2022 Volatility 75.00 % 80.00 % Expected term (in years) 2.8 3.6 Risk-free rate 4.79 % 4.11 % Dividend yield — % — % |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | STOCKHOLDERS’ EQUITY Preferred Stock The Company has authorized the issuance of 10,000,000 shares of undesignated preferred stock with a par value of $0.0001 per share with rights and preferences, including voting rights, designated from time to time by the Board of Directors. As of September 30, 2023 and December 31, 2022, there were no issued and outstanding shares of preferred stock. Common Stock On November 8, 2022, the Company entered into the Equity Distribution Agreement with BofA Securities, Inc., Barclays Capital Inc. and Citigroup Global Markets Inc., under which the Company could offer and sell shares of its common stock having an aggregate offering price up to $600.0 million. During the year ended December 31, 2022, the Company issued 56,203,334 shares at a weighted average price per share of $10.68 and received net proceeds of $594.3 million after deducting commissions and other issuance costs of approximately $5.7 million. No shares remain available for sale under the Equity Distribution Agreement. On November 8, 2022, the Company also entered into the Subscription Agreement, pursuant to which Ayar agreed to purchase from the Company, up to $915.0 million of shares of its common stock in one or more private placements through March 31, 2023. In December 2022, the Company issued 85,712,679 shares to Ayar pursuant to the Subscription Agreement at a weighted average price per share of $10.68, and received aggregate proceeds of $915.0 million. On May 31, 2023, the Company entered into the Underwriting Agreement with the Underwriter, under which the Underwriter agreed to purchase 173,544,948 shares of the Company’s common stock at a price per share of $6.83, for aggregate net proceeds to the Company of approximately $1.2 billion. In June 2023, the Company issued the shares to the Underwriter pursuant to the Underwriting Agreement and received aggregate net proceeds of $1.2 billion after deducting issuance costs of approximately $1.1 million. On May 31, 2023, the Company entered into the 2023 Subscription Agreement with Ayar, pursuant to which Ayar agreed to purchase from the Company 265,693,703 shares of the Company’s common stock at a price per share of $6.83 in a private placement for aggregate net proceeds to the Company of approximately $1.8 billion. In June 2023, the Company issued the shares to Ayar pursuant to the 2023 Subscription Agreement and received aggregate net proceeds of $1.8 billion after deducting issuance costs of approximately $2.0 million. Issuance costs incurred were recorded as a reduction of the gross proceeds received from the equity offerings within additional paid-in capital in the condensed consolidated balance sheets. Treasury Stock During the year ended December 31, 2021, the Company repurchased an aggregate of 857,825 shares of its common stock, including 712,742 shares from certain employees and 145,083 shares from Board of Directors of the Company’s predecessor, Atieva, Inc. at $24.15 per share. No common stock was repurchased during the three and nine months ended September 30, 2023 and 2022. Common Stock Reserved for Issuance The Company’s common stock reserved for future issuances as of September 30, 2023 was as follows: September 30, Private Placement Warrants to purchase common stock 44,350,000 Stock options outstanding 34,320,337 Restricted stock units outstanding 61,270,330 Shares available for future grants under equity plans 29,343,917 If-converted common shares from convertible note 36,737,785 Total shares of common stock reserved 206,022,369 |
STOCK-BASED AWARDS
STOCK-BASED AWARDS | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED AWARDS | STOCK-BASED AWARDS Stock Options A summary of stock option activity for the nine months ended September 30, 2023 was as follows: Outstanding Options Number of Options Weighted Average Exercise Price Weighted-Average Remaining Contractual Term Intrinsic Value (in thousands) Balance as of December 31, 2022 39,011,116 $ 1.19 6.52 $ 224,721 Options granted 3,534,993 8.40 Options exercised (6,827,738) 1.07 Options canceled (1,398,034) 2.41 Balance as of September 30, 2023 34,320,337 $ 1.91 5.75 $ 140,380 Options vested and exercisable as of September 30, 2023 27,690,560 $ 1.11 5.47 $ 127,260 As of September 30, 2023, unrecognized stock-based compensation cost related to outstanding unvested stock options that are expected to vest was $14.7 million, which is expected to be recognized over a weighted-average period of 3.2 years. Restricted Stock Units (“RSUs”) A summary of RSUs activity for the nine months ended September 30, 2023 was as follows: Restricted Stock Units Time-Based Shares Performance-Based Shares Total Shares Weighted-Average Grant-Date Fair Value Balance as of December 31, 2022 38,570,298 2,090,140 40,660,438 $ 19.38 Granted 33,708,323 7,362,343 41,070,666 7.29 Vested (13,613,955) — (13,613,955) 16.51 Cancelled/Forfeited (6,846,819) — (6,846,819) 15.19 Balance as of September 30, 2023 51,817,847 9,452,483 61,270,330 $ 12.38 As of September 30, 2023, unrecognized stock-based compensation cost related to outstanding unvested time-based RSUs that are expected to vest was $485.2 million, which is expected to be recognized over a weighted-average period of 2.3 years. In 2021, the Company granted performance-based RSUs to the CEO and they are subject to performance and market conditions. The performance condition was satisfied upon the closing of the Merger. The fair value of these performance-based RSUs was measured on the grant date, March 27, 2021, using a Monte Carlo simulation model, with the following assumptions: Weighted average volatility 60.0 % Expected term (in years) 5.0 Risk-free interest rate 0.9 % Expected dividends — The Company recognizes compensation expense using a graded vesting attribution method over the derived service period for the CEO performance-based awards. Stock-based compensation expense is recognized when the relevant performance condition is considered probable of achievement for the performance-based award. During the year ended December 31, 2022, the market condition was met for the CEO performance-based awards for four of the five tranches and certified by the Board of Directors, representing an aggregate of 13,934,271 performance RSUs. The Company recorded stock-based compensation expense of $85.4 million for the four tranches during the year ended December 31, 2022. The unamortized expense of $8.2 million as of December 31, 2022 for the fifth tranche, representing 2,090,140 RSUs, was fully recognized during the nine months ended September 30, 2023. The Company withheld approximately 0.5 million and 1.4 million shares of common stock, respectively, for the three and nine months ended September 30, 2023, and 0.4 million and 8.9 million shares of common stock, respectively, for the same periods in the prior year, by net settlement to meet the related tax withholding requirements related to the CEO time-based and performance-based RSUs. During the three and nine months ended September 30, 2023, the Company granted performance-based RSUs to certain employees. Performance-based RSUs granted to certain employees are subject to corporate performance conditions and/or individual performance. The number of awards granted represents 100% of the target goal. Under the terms of the awards, the recipient may earn between 0% to 150% of the original number of grants based on actual achievement of corporate performance goals and/or individual performance. Performance-based RSUs earned are subject to service condition which will be met generally over 3 years. Stock-based compensation expense is recognized when the relevant performance condition is considered probable of achievement for the performance-based award. During the three and nine months ended September 30, 2023, the Company recorded stock-based compensation expenses of $2.9 million and $3.6 million, respectively, related to these performance-based RSUs. As of September 30, 2023, the unamortized expense for the performance-based RSUs was $17.9 million which will be recognized over a weighted-average period of 1.4 years. Employee Stock Purchase Plan (“ESPP”) The ESPP authorizes the issuance of shares of common stock pursuant to purchase rights granted to employees. The plan provides for 24-month offering periods beginning in December and June of each year, and each offering period will consist of four six-month purchase periods. The purchase price for each share purchased during an offering period will be the lesser of 85% of the fair market value of the share on the purchase date or 85% of the fair market value of the share on the offering date. As of September 30, 2023, unrecognized stock-based compensation cost related to the ESPP was $31.1 million, which is expected to be recognized over a weighted-average period of 1.7 years. Stock-based Compensation Expense Total employee and nonemployee stock-based compensation expense for the three and nine months ended September 30, 2023 and 2022, was classified in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Cost of revenue $ 1,221 $ 10,836 $ 2,560 $ 29,816 Research and development 35,963 34,083 101,356 123,059 Selling, general and administrative 31,053 38,383 90,959 199,370 Restructuring charges — — (1,443) — Total $ 68,237 $ 83,302 $ 193,432 $ 352,245 |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
LEASES | LEASES The Company has entered into various non-cancellable operating and finance lease agreements for certain of the Company’s offices, manufacturing and warehouse facilities, retail and service locations, equipment and vehicles, worldwide. In August 2022, the Company entered into a four-year agreement (“Lease Agreement”) to lease land in Casa Grande, Arizona adjacent to our manufacturing facility. The Company classifies this lease as a finance lease because the Lease Agreement contains a purchase option which the Company is reasonably certain to exercise. As of September 30, 2023 and December 31, 2022, assets associated with the finance lease were $79.3 million. As of September 30, 2023 and December 31, 2022, liabilities associated with the finance lease were $79.5 million and $81.1 million, respectively. Contemporaneously with the execution of the Lease Agreement, the Company entered into a sale agreement, pursuant to which the Company sold certain parcels of land for $31.7 million to the lessor and leased back these parcels of land under the Lease Agreement. The sale of the land and subsequent lease did not result in change in the transfer of control of the land; therefore, the sale-leaseback transaction is accounted for as a failed sale and leaseback financing obligation. The Company recorded $31.7 million of sales proceeds received as a financial liability within other long-term liabilities in the condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022. The balances for the operating and finance leases where the Company is the lessee are presented as follows within the Company’s condensed consolidated balance sheets (in thousands): September 30, December 31, Operating leases: Operating lease right-of-use assets $ 221,657 $ 215,160 Other current liabilities $ 24,925 $ 11,269 Other long-term liabilities 246,818 243,843 Total operating lease liabilities $ 271,743 $ 255,112 Finance leases: Property, plant and equipment, net $ 86,254 $ 90,386 Total finance lease assets $ 86,254 $ 90,386 Finance lease liabilities, current portion $ 8,964 $ 10,586 Finance lease liabilities, net of current portion 77,019 81,336 Total finance lease liabilities $ 85,983 $ 91,922 The components of lease expense were as follows within the Company’s condensed consolidated statements of operations and comprehensive loss (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Operating lease expense: Operating lease expense (1) $ 14,000 $ 11,888 $ 40,578 $ 32,215 Variable lease expense 438 906 1,306 2,581 Finance lease expense: Amortization of leased assets $ 1,326 $ 1,217 $ 4,133 $ 3,446 Interest on lease liabilities 1,204 897 3,677 1,186 Total finance lease expense $ 2,530 $ 2,114 $ 7,810 $ 4,632 Total lease expense $ 16,968 $ 14,908 $ 49,694 $ 39,428 (1) Excluded short-term leases, which were not material. Other information related to leases where the Company is the lessee was as follows: September 30, December 31, Weighted-average remaining lease term (in years): Operating leases 7.1 7.6 Finance leases 2.8 3.5 Weighted-average discount rate: Operating leases 10.87 % 10.52 % Finance leases 5.58 % 5.57 % As of September 30, 2023, the maturities of the Company’s operating and finance lease liabilities (excluding short-term leases) were as follows (in thousands): Operating Leases Finance Leases 2023 (remainder of the year) $ 9,179 $ 1,321 2024 59,125 8,340 2025 59,693 6,619 2026 56,748 82,488 2027 49,491 117 Thereafter 167,124 37 Total minimum lease payments 401,360 98,922 Less: Interest (129,617) (12,939) Present value of lease obligations 271,743 85,983 Less: Current portion (24,925) (8,964) Long-term portion of lease obligations $ 246,818 $ 77,019 As of September 30, 2023, the Company entered into additional leases for facilities and equipment that have not yet commenced with undiscounted future lease payments of $7.6 million. The leases are expected to commence over the next twelve months. |
LEASES | LEASES The Company has entered into various non-cancellable operating and finance lease agreements for certain of the Company’s offices, manufacturing and warehouse facilities, retail and service locations, equipment and vehicles, worldwide. In August 2022, the Company entered into a four-year agreement (“Lease Agreement”) to lease land in Casa Grande, Arizona adjacent to our manufacturing facility. The Company classifies this lease as a finance lease because the Lease Agreement contains a purchase option which the Company is reasonably certain to exercise. As of September 30, 2023 and December 31, 2022, assets associated with the finance lease were $79.3 million. As of September 30, 2023 and December 31, 2022, liabilities associated with the finance lease were $79.5 million and $81.1 million, respectively. Contemporaneously with the execution of the Lease Agreement, the Company entered into a sale agreement, pursuant to which the Company sold certain parcels of land for $31.7 million to the lessor and leased back these parcels of land under the Lease Agreement. The sale of the land and subsequent lease did not result in change in the transfer of control of the land; therefore, the sale-leaseback transaction is accounted for as a failed sale and leaseback financing obligation. The Company recorded $31.7 million of sales proceeds received as a financial liability within other long-term liabilities in the condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022. The balances for the operating and finance leases where the Company is the lessee are presented as follows within the Company’s condensed consolidated balance sheets (in thousands): September 30, December 31, Operating leases: Operating lease right-of-use assets $ 221,657 $ 215,160 Other current liabilities $ 24,925 $ 11,269 Other long-term liabilities 246,818 243,843 Total operating lease liabilities $ 271,743 $ 255,112 Finance leases: Property, plant and equipment, net $ 86,254 $ 90,386 Total finance lease assets $ 86,254 $ 90,386 Finance lease liabilities, current portion $ 8,964 $ 10,586 Finance lease liabilities, net of current portion 77,019 81,336 Total finance lease liabilities $ 85,983 $ 91,922 The components of lease expense were as follows within the Company’s condensed consolidated statements of operations and comprehensive loss (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Operating lease expense: Operating lease expense (1) $ 14,000 $ 11,888 $ 40,578 $ 32,215 Variable lease expense 438 906 1,306 2,581 Finance lease expense: Amortization of leased assets $ 1,326 $ 1,217 $ 4,133 $ 3,446 Interest on lease liabilities 1,204 897 3,677 1,186 Total finance lease expense $ 2,530 $ 2,114 $ 7,810 $ 4,632 Total lease expense $ 16,968 $ 14,908 $ 49,694 $ 39,428 (1) Excluded short-term leases, which were not material. Other information related to leases where the Company is the lessee was as follows: September 30, December 31, Weighted-average remaining lease term (in years): Operating leases 7.1 7.6 Finance leases 2.8 3.5 Weighted-average discount rate: Operating leases 10.87 % 10.52 % Finance leases 5.58 % 5.57 % As of September 30, 2023, the maturities of the Company’s operating and finance lease liabilities (excluding short-term leases) were as follows (in thousands): Operating Leases Finance Leases 2023 (remainder of the year) $ 9,179 $ 1,321 2024 59,125 8,340 2025 59,693 6,619 2026 56,748 82,488 2027 49,491 117 Thereafter 167,124 37 Total minimum lease payments 401,360 98,922 Less: Interest (129,617) (12,939) Present value of lease obligations 271,743 85,983 Less: Current portion (24,925) (8,964) Long-term portion of lease obligations $ 246,818 $ 77,019 As of September 30, 2023, the Company entered into additional leases for facilities and equipment that have not yet commenced with undiscounted future lease payments of $7.6 million. The leases are expected to commence over the next twelve months. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Contractual Obligations As of September 30, 2023 and December 31, 2022, the Company had $384.2 million and $593.9 million, respectively, in commitments related to AMP-1 and AMP-2 plant and equipment. These commitments represent future expected payments on open purchase orders entered into as of September 30, 2023 and December 31, 2022. T he Company’s non-cancellable long-term commitments primarily related to certain inventory component purchases. The estimated future payments having a remaining term in excess of one year as of September 30, 2023 were as follows (in thousands): Years ended December 31, Minimum Purchase Commitment (1) 2023 (remainder of the year) $ 98,775 2024 342,720 2025 459,826 2026 703,715 2027 703,205 Thereafter 2,709,173 Total $ 5,017,414 (1) Included minimum purchase commitment of approximately $4.9 billion of battery cells from Panasonic Energy Co., Ltd. and certain of its affiliates. Legal Matters From time to time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of business. Some of these claims, lawsuits and other proceedings may involve highly complex issues that are subject to substantial uncertainties, and could result in damages, fines, penalties, non-monetary sanctions or relief. Beginning on April 18, 2021, two individual actions and two putative class actions were filed in federal courts in Alabama, California, New Jersey and Indiana, asserting claims under the federal securities laws against the Company (f/k/a Churchill Capital Corp IV), its wholly owned subsidiary, Atieva, Inc. (“Lucid Motors”), and certain current and former officers and directors of the Company, generally relating to the Merger. On September 16, 2021, the plaintiff in the New Jersey action voluntarily dismissed that lawsuit. The remaining actions were ultimately transferred to the Northern District of California and consolidated under the caption, In re CCIV / Lucid Motors Securities Litigation, Case No. 4:21-cv-09323-YGR (the “Consolidated Class Action”). On December 30, 2021, lead plaintiffs in the Consolidated Class Action filed a revised amended consolidated complaint (the “Complaint”), which asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 on behalf of a putative class of shareholders who purchased stock in CCIV between February 5, 2021 and February 22, 2021. The Complaint names as defendants Lucid Motors and the Company’s chief executive officer, and generally alleges that, prior to the public announcement of the Merger, defendants purportedly made false or misleading statements regarding the expected start of production for the Lucid Air and related matters. The Complaint seeks certification of the action as a class action as well as compensatory damages, interest thereon, and attorneys’ fees and expenses. The Company moved to dismiss the Complaint on February 14, 2022 and that motion was granted on January 11, 2023, with Plaintiffs being provided the ability to seek leave to amend. On January 30, 2023, Plaintiffs filed a Motion for Leave to Amend, which the Company opposed. On June 29, 2023, the District Court denied that motion, dismissed the lawsuit and terminated the case. On July 28, 2023, Plaintiffs appealed the District Court’s decision to the Ninth Circuit Court of Appeals. On December 3, 2021, the Company received a subpoena from the SEC requesting the production of certain documents related to an investigation by the SEC related to the business combination between the Company (f/k/a Churchill Capital Corp IV) and Legacy Lucid and certain projections and statements. The Company responded and fully cooperated with the SEC in its review. On April 27, 2023, SEC staff informed the Company that the SEC has concluded this matter and it does not intend to recommend an enforcement action by the SEC against the Company. In addition, two separate purported shareholders of the Company filed shareholder derivative actions, purportedly on behalf of the Company, against certain of the Company’s officers and directors in California federal court, captioned Sahr Lebbie v. Peter Rawlinson, et al., Case No. 4:22-cv-00531-YGR (N.D. Cal.) (filed on January 26, 2022) and Zsata Williams-Spinks v. Peter Rawlinson, et al. , Case No. 4:22-cv-01115-YGR (N.D. Cal.) (filed on February 23, 2022). The complaint also names the Company as a nominal defendant. Based on allegations that are similar to those in the Consolidated Class Action, the Lebbie complaint asserts claims for unjust enrichment, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, abuse of control, gross mismanagement and waste of corporate assets and a claim for contribution under Sections 10(b) and 21D of the Exchange Act in connection with the Consolidated Class Action and the Williams-Spinks complaint asserts claims for breach of fiduciary duty, gross mismanagement, abuse of control, unjust enrichment, contribution under Sections 10(b) and 21D of the Exchange Act, and aiding and abetting breach of fiduciary duty in connection with the Consolidated Class Action. The complaints seek compensatory damages, interest thereon, certain corporate governance reforms, and attorneys’ fees and expenses. The Company is advancing defendants’ fees and expenses incurred in their defense of the actions. On April 1, 2022 and May 31, 2022, two alleged shareholders filed putative class actions under the federal securities laws against Lucid Group, Inc. and certain officers of the Company relating to alleged statements, updated projections and guidance provided in the late 2021 to early 2022 timeframe. The complaints, which were filed in the Northern District of California, are captioned Victor W. Mangino v. Lucid Group, Inc., et al. , Case No. 3:22-cv-02094-JD, and Anant Goel v. Lucid Group, Inc., et al. , Case No. 3:22-cv-03176-JD. The two matters were consolidated into one action, entitled In re Lucid Group, Inc. Securities Litigation , Case No. 22-cv-02094-JD. The consolidated complaint names as defendants Lucid Group, Inc. and the Company’s chief executive officer and chief financial officer, and generally allege that defendants purportedly made false or misleading statements regarding delivery and revenue projections and related matters between November 15, 2021 and August 3, 2022. The consolidated complaint seeks certification of the action as a class action, as well as compensatory damages, interest thereon, and attorneys’ fees and expenses. The Company filed a Motion to Dismiss on February 23, 2023, which is pending before the court. The Company believes that the plaintiffs’ claims are without merit and intends to defend itself vigorously, but the Company cannot ensure that defendants’ efforts to dismiss the consolidated complaint will be successful or that it will avoid liability in these matters. In addition, on July 11, 2022, a purported shareholder of the Company filed a shareholder derivative action, purportedly on behalf of the Company, against certain of the Company’s officers and directors in California state court, captioned Floyd Taylor v. Glenn August, et al. , Superior Court, Alameda County, Case No. 22CV014130. The complaint also names the Company as a nominal defendant. Based on allegations that are similar to those in the In re Lucid Group, Inc. Securities Litigation action, the Taylor complaint asserts claims for breach of fiduciary duty, unjust enrichment, waste of corporate assets and aiding and abetting breach of fiduciary duty. The complaint seeks compensatory damages, punitive damages, interest, and attorneys’ fees and expenses. The Company is advancing defendants’ fees and expenses incurred in their defense of the action. At this time, the Company does not consider any such claims, lawsuits or proceedings that are currently pending, individually or in the aggregate, including the matters referenced above, to be material to the Company’s business or likely to result in a material adverse effect on its future operating results, financial condition or cash flows should such proceedings be resolved unfavorably. Indemnification In the ordinary course of business, the Company may provide indemnification of varying scope and terms to customers, vendors, investors, directors, officers, and certain key employees with respect to certain matters, including, but not limited to, losses arising out of our breach of such agreements, services to be provided by the Company, or from intellectual property infringement claims made by third parties. These indemnification provisions may survive termination of the underlying agreement and the maximum potential amount of future payments the Company could be required to make under these indemnification provisions may not be subject to maximum loss clauses. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is indeterminable. The Company has never paid a material claim, nor has it been sued in connection with these indemnification arrangements. The Company has indemnification obligations with respect to letters of credit and surety bond primarily used as security against facility leases, utilities infrastructure and other agreements that require securitization. The indemnification obligations were $60.6 million and $52.5 million as of September 30, 2023 and December 31, 2022, respectively, for which no liabilities are recorded in the condensed consolidated balance sheets. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company ’ s provision from income taxes for interim periods is determined using its effective tax rate that arise during the period. The Company’s quarterly tax provision is subject to variation due to several factors, including variability in pre-tax income (or loss), the mix of jurisdictions to which such income relates, changes in how the Company does business, and tax law developments. The Company’s effective tax rate was 0.0% for the three and nine months ended September 30, 2023, and 0.0% and (0.1)%, respectively, for the same periods in the prior year, due to minimal profits in foreign jurisdictions and U.S. losses for which no benefit will be realized. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NET LOSS PER SHARE Basic and diluted net loss per share attributable to common stockholders are calculated as follows (in thousands, except share and per share amounts): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Net loss attributable to common stockholders, basic $ (630,894) $ (530,101) $ (2,174,654) $ (831,812) Change in fair value of dilutive warrants — (140,146) — (998,319) Net loss attributable to common stockholders, diluted $ (630,894) $ (670,247) $ (2,174,654) $ (1,830,131) Weighted-average shares outstanding, basic 2,284,446,783 1,676,048,504 2,010,916,100 1,666,693,217 Private Placement Warrants using the treasury stock method — 14,915,044 — 19,883,372 Weighted-average shares outstanding, diluted 2,284,446,783 1,690,963,548 2,010,916,100 1,686,576,589 Net loss per share: Basic $ (0.28) $ (0.32) $ (1.08) $ (0.50) Diluted $ (0.28) $ (0.40) $ (1.08) $ (1.09) The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect: September 30, Excluded Securities 2023 2022 Private Placement Warrants to purchase common stock 44,350,000 — Options outstanding to purchase common stock 34,320,337 43,132,157 RSUs outstanding 51,817,847 37,300,903 Employee stock purchase plan 9,353,757 5,068,423 If-converted common shares from convertible note 36,737,785 36,737,785 Total 176,579,726 122,239,268 The 9,452,483 and 2,090,140 shares of common stock equivalents subject to RSUs are excluded from the anti-dilutive table above as the underlying shares remain contingently issuable since the market or corporate performance conditions have not been satisfied as of September 30, 2023 and 2022, respectively. |
EMPLOYEE BENEFIT PLAN
EMPLOYEE BENEFIT PLAN | 9 Months Ended |
Sep. 30, 2023 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLAN | EMPLOYEE BENEFIT PLANThe Company has a 401(k) savings plan (the “401(k) Plan”) that qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the 401(k) Plan, participating employees may elect to contribute up to 100% of their eligible compensation, subject to certain limitations. The 401(k) Plan provides for a discretionary employer-matching contribution. The Company made no matching contribution to the 401(k) Plan for the three and nine months ended September 30, 2023 and 2022. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Public Investment Fund Internship Agreement In July 2021, the Company entered into an agreement with PIF, which is an affiliate of Ayar, to implement a recruitment and talent development program pursuant to which the Company agreed to evaluate, employ and train participants nominated by PIF during six-month internships, and PIF agreed to reimburse us for expenses related to participant wages, visa fees, medical insurance, airfare and housing incurred by us. The program ended during the year ended December 31, 2022. Expenses incurred under the agreement were nil during the three and nine months ended September 30, 2023, and $0.3 million and $1.0 million, respectively, during the same periods in the prior year. The amount due from PIF was nil and $1 million as of September 30, 2023 and December 31, 2022, respectively. Leases In February 2022, the Company entered into a lease agreement with KAEC, a related party of PIF, which is an affiliate of Ayar, for our first international manufacturing plant in Saudi Arabia. The lease has an initial term of 25 years expiring in Year 2047. The right-of-use assets related to this lease were $4.6 million and $4.8 million as of September 30, 2023 and December 31, 2022, respectively. The lease liabilities were $5.6 million and $5.4 million as of September 30, 2023 and December 31, 2022, respectively. The lease expense recorded for the three and nine months ended September 30, 2023 and 2022 was immaterial. In July 2023, the Company entered into a lease agreement with King Abdullah Financial District Development and Management Company, a subsidiary of PIF, which is an affiliate of Ayar, for its corporate office in Saudi Arabia. The lease has an initial term of 6 years expiring in Year 2029. The right-of-use asset and lease liability related to this lease were $2.4 million and $2.3 million, respectively, as of September 30, 2023. The lease expense recorded for the three and nine months ended September 30, 2023 was immaterial. SIDF Loan Agreement In February 2022, Lucid LLC entered into the SIDF Loan Agreement with the SIDF, a related party of PIF, which is an affiliate of Ayar. Under the SIDF Loan Agreement, SIDF has committed to provide the SIDF Loans to Lucid LLC in an aggregate principal amount of up to SAR 5.19 billion (approximately $1.4 billion); provided that SIDF may reduce the availability of SIDF Loans under the facility in certain circumstances. See Note 6 “Debt” for more information. MISA Agreements In February 2022, Lucid LLC entered into agreements with MISA, a related party of PIF, which is an affiliate of Ayar, pursuant to which MISA has agreed to provide economic support for certain capital expenditures in connection with Lucid LLC’s on-going design and construction of AMP-2. The support by MISA is subject to Lucid LLC’s completion of certain milestones related to the construction and operation of AMP-2. Following the commencement of construction, if operations at the plant do not commence within 30 months, or if the agreed scope of operations is not attained within 55 months, MISA may suspend availability of subsequent support. Pursuant to the agreements, MISA has the right to require Lucid LLC to transfer the ownership of AMP-2 to MISA, at the fair market value thereof, minus an amortized value of the support provided in the event of customary events of default including abandonment or material and chronically low utilization of AMP-2. Alternatively, Lucid LLC is entitled to avoid the transfer of the ownership of AMP-2 by electing to pay such amortized value. The agreements will terminate on the fifteenth anniversary of the commencement of CBU operations at AMP-2 at the latest. In 2022, the Company received support of SAR 366 million (approximately $97.3 million) in cash. The Company recorded nil and $64.0 million as deferred liability within other long-term liabilities in the condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022, respectively. The Company also recorded $97.3 million and $33.3 million as a deduction in calculating the carrying amount of the related assets in the condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022, respectively. There were no unfulfilled conditions and contingencies attached to the payments received. In 2022, payment receipts were classified as investing cash inflows in the condensed consolidated statements of cash flows. GIB Facility Agreement In April 2022, Lucid LLC entered into the GIB Facility Agreement with GIB. GIB is a related party of PIF, which is an affiliate of Ayar. The GIB Facility Agreement provided for two committed revolving credit facilities in an aggregate principal amount of SAR 1 billion (approximately $266.1 million). On March 12, 2023, Lucid LLC entered into an amendment of the GIB Facility Agreement to combine the Bridge Facility and the Working Capital Facility into a committed SAR 1 billion (approximately $266.6 million) GIB Credit Facility which may be used for general corporate purposes. See Note 6 “Debt” for more information. Construction Service Contract Lucid LLC entered into agreements with Al Bawani Company Limited (“Al Bawani”), an affiliate of PIF, which is an affiliate of Ayar, for certain design and construction services in connection with the development of AMP-2. The capital expenditures incurred under these agreements were SAR 120.2 million (approximately $32.1 million) and SAR 302.1 million (approximately $80.6 million), respectively, for the three and nine months ended September 30, 2023. Amounts due to Al Bawani under these agreements were SAR 97.2 million (approximately $25.9 million) and SAR 42.1 million (approximately $11.2 million) as of September 30, 2023 and December 31, 2022, respectively. Subscription Agreements On November 8, 2022, the Company entered into the Subscription Agreement with Ayar, pursuant to which Ayar agreed to purchase from the Company, up to $915.0 million shares of its common stock in one or more private placements through March 31, 2023. In December 2022, the Company issued 85,712,679 shares at a weighted average price per share of $10.68, and received aggregate proceeds of $915.0 million. On May 31, 2023, the Company entered into the 2023 Subscription Agreement with Ayar, pursuant to which Ayar agreed to purchase from the Company 265,693,703 shares of the Company’s common stock at a price per share of $6.83 in a private placement for aggregate net proceeds of approximately $1.8 billion. In June 2023, the Company issued the shares to Ayar pursuant to the 2023 Subscription Agreement and received aggregate net proceeds of $1.8 billion after deducting issuance costs of approximately $2.0 million. See Note 8 “Stockholders’ Equity” for more information. Common stock acquired by Ayar under the Subscription Agreements is subject to the investor rights agreement dated February 22, 2021 (the “Investor Rights Agreement”), which governs the registration for resale of such common stock. On May 31, 2023, concurrently with entering into the 2023 Subscription Agreement, the Company entered into an amendment to the Investor Rights Agreement (the “Second IRA Amendment”). Pursuant to the Second IRA Amendment, Ayar is entitled to certain registration rights with respect to the shares of common stock Ayar purchased in the private placement. Human Resources Development Fund (“HRDF”) Joint Cooperation Agreement In March 2023, Lucid LLC entered into a joint cooperation agreement with HRDF, a related party of PIF, which is an affiliate of Ayar. Pursuant to the agreement, Lucid LLC will train and develop local personnel in Saudi Arabia, and HRDF agreed to reimburse the Company training related costs in an aggregate of approximately SAR 29.3 million (approximately $7.8 million) during a one year program. During the three and nine months ended September 30, 2023, the Company received a payment of nil and SAR 8.8 million (approximately $2.3 million), respectively, in cash. The Company recorded $2.0 million as deferred liability within other current liabilities in the condensed consolidated balance sheet as of September 30, 2023. The deduction recorded to operating expenses in the condensed consolidated statement of operations and comprehensive loss was immaterial, for the three and nine months ended September 30, 2023. EV Purchase Agreement In August 2023, Lucid LLC entered into an EV purchase agreement with the Government of Saudi Arabia, a related party of PIF, which is an affiliate of Ayar, as represented by the Ministry of Finance (the “EV Purchase Agreement”). The EV Purchase Agreement supersedes the Letter of Undertaking that Lucid LLC entered into in April 2022. Pursuant to the terms of the EV Purchase Agreement, the Government of Saudi Arabia and its entities and corporate subsidiaries and other beneficiaries (collectively, the “Purchaser”) may purchase up to 100,000 vehicles, with a minimum purchase quantity of 50,000 vehicles and an option to purchase up to an additional 50,000 vehicles during a ten-year period. Under the EV Purchase Agreement, the Purchaser may reduce the minimum vehicle purchase quantity by the number of vehicles set out in any purchase order not accepted by us or by the number of vehicles that Lucid LLC fails to deliver within six months from the date of the applicable purchase order. The Purchaser also has absolute discretion to decide whether to exercise the option to purchase the additional 50,000 vehicles. Vehicle sales during the three and nine months ended September 30, 2023 and amounts due from the Purchaser as of September 30, 2023 were not material. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS In connection with the preparation of the condensed consolidated financial statements for the three and nine months ended September 30, 2023, the Company evaluated subsequent events and concluded there were no subsequent events that required recognition in the condensed consolidated financial statements. Implementation Agreement with Aston Martin In June 2023, the Company entered into an agreement (the “Implementation Agreement”) with Aston Martin Lagonda Global Holdings plc (together with its subsidiaries, “Aston Martin”) under which the Company and Aston Martin have established a long-term strategic technology arrangement. On November 6, 2023, pursuant to the terms of the Implementation Agreement, integration and supply arrangements became effective, under which the Company will provide Aston Martin access to its powertrain, battery system, and software technologies, work with Aston Martin to integrate its powertrain and battery components with Aston Martin’s battery electric vehicle chassis, and supply powertrain and battery components to Aston Martin (collectively, the “Strategic Technology Arrangement”). In connection with the commencement of the Strategic Technology Arrangement, the Company received 28,352,273 ordinary shares of Aston Martin and the first cash installment of $33 million. The Company will receive the remaining cash payments of $99 million phased over a period of three years. Aston Martin has also committed to an effective minimum spend with the Company on powertrain components of $225 million. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net loss | $ (630,894) | $ (530,101) | $ (2,174,654) | $ (831,812) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements included herein have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Form 10-K filed with the SEC on February 28, 2023. In management’s opinion, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of September 30, 2023 and the results of operations for the three and nine months ended September 30, 2023 and 2022. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the full year ending December 31, 2023 or any other future interim or annual period. |
Principles of Consolidation | All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Significant estimates, assumptions and judgments made by management include, among others, inventory valuation, warranty reserve, useful lives of property, plant and equipment, fair value of common stock warrants, estimates of residual value guarantee (“RVG”) liability and deferred revenue related to over-the-air (“OTA”) software updates, fair value of common stock prior to the Merger and other assumptions used to measure stock-based compensation expense, and estimated incremental borrowing rates for assessing operating and financing leases. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents. Restricted cash in other current assets and other noncurrent assets is primarily related to letters of credit issued to the landlords for certain of the Company’s leased facilities. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents, and investments. The Company places its cash primarily with domestic financial institutions that are federally insured within statutory limits, but at times its deposits may exceed federally insured limits. |
Concentration of Supply Risk | Concentration of Supply Risk The Company is dependent on its suppliers, the majority of which are single-source suppliers, and the inability of these suppliers to deliver necessary components of its products according to the schedule and at prices, quality levels and volumes acceptable to the Company, or its inability to efficiently manage these components, could have a material adverse effect on the Company’s results of operations and financial condition. |
Revenue from Contracts with Customers | Revenue from Contracts with Customers Vehicle Sales Vehicle Sales without Residual Value Guarantee Vehicle sales revenue is generated from the sale of electric vehicles to customers. There are two performance obligations identified in vehicle sale arrangements. These are the vehicle including an onboard advanced driver assistance system (“ADAS”), and the right to unspecified OTA software updates to be provided as and when available over the term of the basic vehicle warranty, which is generally 4 years. The Company recognizes revenue related to the vehicle when the customer obtains control of the vehicle which occurs at a point in time either upon completion of delivery to the agreed upon delivery location or upon pick up of the vehicle by the customer. As the unspecified OTA software updates are provided when-and-if they become available, revenue related to OTA software updates is recognized ratably over the basic vehicle warranty term, commencing when control of the vehicle is transferred to the customer. At the time of revenue recognition, the Company reduces the transaction price and records a sales return reserve against revenue for estimated variable consideration related to future product returns. Return rate estimates are based on historical experience and sales return reserve balance was not material as of September 30, 2023 and December 31, 2022. Vehicle Sales with Residual Value Guarantee The Company provides an RVG to its commercial banking partner in connection with its vehicle leasing program. Vehicle sales with RVG totaled $56.5 million and $112.0 million, respectively, during the three and nine months ended September 30, 2023, and $10.1 million for the same periods in the prior year. The Company recognizes revenue when control transfers upon delivery when the consumer-lessee takes physical possession of the vehicle, and bifurcates the RVG at fair value and accounts for it as a guarantee liability. The remaining amount of the transaction price is allocated among the performance obligations, including the vehicle, the right to unspecified OTA |
Restructuring | Restructuring The Company’s restructuring charges primarily consist of severance payments, employee benefits, employee transition and stock-based compensation expenses associated with the management-approved restructuring plan. One-time employee termination benefits are recognized at the time of communication to employees, unless future service is required, in which case the costs are recognized over the future service period. Ongoing employee termination benefits are recognized when payments are probable and amounts are reasonably estimable. Other costs are recognized as incurred. Except for the policy described above, there have been no significant changes to accounting policies during the three and nine months ended September 30, 2023. |
Fair Value Measurements | The accounting standard for fair value measurements provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. Fair value is defined as the price that would be received for an asset or the “exit price” that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between independent market participants on the measurement date. The Company measures financial assets and liabilities at fair value at each reporting period using a fair value hierarchy, which requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. This hierarchy prioritizes the inputs into three broad levels as follows: • Level 1 —Quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2 —Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 —Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. Factors used to develop the estimated fair value are unobservable inputs that are not supported by market activity. The sensitivity of the fair value measurement to changes in unobservable inputs may result in a significantly higher or lower measurement. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents, and restricted cash to amounts shown in the condensed consolidated statements of cash flows (in thousands): September 30, December 31, September 30, December 31, Cash and cash equivalents $ 1,164,391 $ 1,735,765 $ 1,264,136 $ 6,262,905 Restricted cash included in other current assets 1,556 1,555 1,554 10,740 Restricted cash included in other noncurrent assets — — — 24,375 Total cash, cash equivalents, and restricted cash $ 1,165,947 $ 1,737,320 $ 1,265,690 $ 6,298,020 |
Schedule of Restricted Cash | The following table provides a reconciliation of cash, cash equivalents, and restricted cash to amounts shown in the condensed consolidated statements of cash flows (in thousands): September 30, December 31, September 30, December 31, Cash and cash equivalents $ 1,164,391 $ 1,735,765 $ 1,264,136 $ 6,262,905 Restricted cash included in other current assets 1,556 1,555 1,554 10,740 Restricted cash included in other noncurrent assets — — — 24,375 Total cash, cash equivalents, and restricted cash $ 1,165,947 $ 1,737,320 $ 1,265,690 $ 6,298,020 |
RESTRUCTURING (Tables)
RESTRUCTURING (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Liabilities | A summary of restructuring liabilities associated with the Restructuring Plan was as follows (in thousands): Three Months Ended Nine Months Ended Restructuring liabilities - beginning of period $ 1,705 $ — Restructuring charges excluding non-cash items (1) 518 25,989 Cash payments (1,846) (25,612) Restructuring liabilities - end of period $ 377 $ 377 (1) Excluded non-cash items of $1.4 million for the nine months ended September 30, 2023, which was net of accelerated stock-based compensation expense of $3.4 million and a reversal of $4.8 million related to previously recognized stock-based compensation expenses for unvested restricted stock awards. |
BALANCE SHEETS COMPONENTS (Tabl
BALANCE SHEETS COMPONENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Inventory | Inventory as of September 30, 2023 and December 31, 2022 was as follows (in thousands): September 30, December 31, Raw materials $ 315,887 $ 464,731 Work in progress 96,879 34,311 Finished goods 386,208 335,359 Total Inventory $ 798,974 $ 834,401 |
Schedule of Property, Plant and Equipment, Net and Construction in Progress | Property, plant and equipment, net as of September 30, 2023 and December 31, 2022 was as follows (in thousands): September 30, December 31, Land and land improvements $ 69,718 $ 64,677 Building and improvements (1) 564,576 197,406 Machinery, Tooling and Vehicles (2) 957,243 743,006 Computer equipment and software 70,311 48,899 Leasehold improvements 213,112 182,904 Furniture and fixtures 43,706 27,803 Finance leases 96,425 97,992 Construction in progress 1,094,280 1,077,179 Total Property, plant and equipment 3,109,371 2,439,866 Less: accumulated depreciation and amortization (436,314) (273,090) Property, plant and equipment, net $ 2,673,057 $ 2,166,776 (1) As of September 30, 2023, $97.3 million of capital expenditure support received from Ministry of Investment of Saudi Arabia (“MISA”) was primarily recorded as a deduction to the AMP-2 building balance. See Note 15 “Related Party Transactions” for more information. (2) Included $31.7 million of service loaner vehicles as of September 30, 2023. September 30, December 31, Machinery and tooling (1) $ 687,534 $ 515,662 Construction of AMP-1 and AMP-2 (1) 386,825 526,720 Leasehold improvements 19,921 34,797 Total construction in progress $ 1,094,280 $ 1,077,179 (1) As of December 31, 2022, $33.3 million of capital expenditure support received from MISA was recorded as a deduction to the AMP-2 construction in progress balance. See Note 15 “Related Party Transactions” for more information. |
Schedule of Other Current Liabilities | Other current liabilities as of September 30, 2023 and December 31, 2022 were as follows (in thousands): September 30, December 31, Engineering, design, and testing accrual $ 49,270 $ 28,686 Construction in progress 220,741 167,462 Accrued purchases (1) 66,927 157,162 Retail leasehold improvements accrual 9,770 9,099 Third-party services accrual 29,433 34,951 Tooling liability 37,491 21,714 Short-term borrowings 52,526 9,595 Operating lease liabilities, current portion 24,925 11,269 Reserve for loss on firm inventory purchase commitments 155,029 22,640 Accrued warranty 33,497 10,464 Other current liabilities 183,143 161,525 Total Other current liabilities $ 862,752 $ 634,567 (1) Primarily represent accruals for inventory related purchases and transportation charges that had not been invoiced. |
Schedule of Other Long-Term Liabilities | Other long-term liabilities as of September 30, 2023 and December 31, 2022 were as follows (in thousands): September 30, December 31, Operating lease liabilities, net of current portion $ 246,818 $ 243,843 Other long-term liabilities (1) 98,906 134,369 Total Other long-term liabilities $ 345,724 $ 378,212 (1) As of December 31, 2022, $64.0 million of capital expenditure support received from MISA was recorded as deferred liability within other long-term liabilities. See Note 15 “Related Party Transactions” for more information. |
Schedule of Accrued Warranty Activities | Accrued warranty activities consisted of the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Accrued warranty - beginning of period (1) $ 62,186 $ 8,311 $ 22,949 $ 1,282 Warranty costs incurred (13,929) (3,501) (33,759) (5,256) Provision for warranty (2) 7,054 8,815 66,121 17,599 Accrued warranty - end of period (1) $ 55,311 $ 13,625 $ 55,311 $ 13,625 (1) Accrued warranty balance of $33.5 million and $10.4 million, respectively, was recorded within other current liabilities, and $21.8 million and $12.5 million, respectively, was recorded within other long-term liabilities, in the condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022. (2) Provision for warranty for the three and nine months ended September 30, 2023 and 2022 included estimated costs related to the recalls identified and/or special campaigns to repair or replace items under warranties. |
FAIR VALUE MEASUREMENTS AND F_2
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Measurements on a Recurring Basis by Level within the Fair Value Hierarchy | The following table sets forth the Company’s financial assets subject to fair value measurements on a recurring basis by level within the fair value hierarchy as of September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 Reported As: Amortized cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and cash equivalents Short-Term Investments Long-Term Investments Cash $ 522,195 $ — $ — $ 522,195 $ 522,195 $ — $ — Level 1: Money market funds 557,476 — — 557,476 557,476 — — U.S. Treasury securities 2,522,890 59 (6,232) 2,516,717 59,767 2,205,811 251,139 Subtotal 3,080,366 59 (6,232) 3,074,193 617,243 2,205,811 251,139 Level 2: U.S. government agency securities 45,005 — (26) 44,979 — 44,979 — Certificates of deposit 144,180 49 (107) 144,122 — 144,122 — Commercial paper 447,969 14 (210) 447,773 24,953 422,820 — Corporate debt securities 671,591 274 (2,803) 669,062 — 440,474 228,588 Subtotal 1,308,745 337 (3,146) 1,305,936 24,953 1,052,395 228,588 Total $ 4,911,306 $ 396 $ (9,378) $ 4,902,324 $ 1,164,391 $ 3,258,206 $ 479,727 December 31, 2022 Reported As: Amortized cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and cash equivalents Short-Term Investments Long-Term Investments Cash $ 321,667 $ — $ — $ 321,667 $ 321,667 $ — $ — Level 1: Money market funds 1,377,540 — — 1,377,540 1,377,540 — — U.S. Treasury securities 1,861,449 151 (9,431) 1,852,169 — 1,570,591 281,578 Subtotal 3,238,989 151 (9,431) 3,229,709 1,377,540 1,570,591 281,578 Level 2: U.S. government agency securities 43,477 46 (18) 43,505 — 43,505 — Certificates of deposit 174,037 67 (132) 173,972 — 173,972 — Commercial paper 238,224 63 (122) 238,165 19,761 218,404 — Corporate debt securities 438,148 208 (2,404) 435,952 16,797 170,759 248,396 Subtotal 893,886 384 (2,676) 891,594 36,558 606,640 248,396 Total $ 4,454,542 $ 535 $ (12,107) $ 4,442,970 $ 1,735,765 $ 2,177,231 $ 529,974 |
Schedule of Available-for-Sale Securities by Contractual Maturity | The following table summarizes our available-for-sale securities by contractual maturity: September 30, 2023 Amortized cost Estimated Fair Value Within one year $ 3,264,410 $ 3,258,206 After one year through three years 482,509 479,727 Total $ 3,746,919 $ 3,737,933 |
Schedule of Common Stock Warrant Liability Measured and Recorded at Fair Value on a Recurring Basis | The following table presents a reconciliation of the common stock warrant liability measured and recorded at fair value on a recurring basis (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Fair value-beginning of period $ 139,259 $ 536,635 $ 140,590 $ 1,394,808 Change in fair value (60,316) (140,146) (61,647) (998,319) Fair value-end of period $ 78,943 $ 396,489 $ 78,943 $ 396,489 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes and Interest Expense | The following table is a summary of the 2026 Notes as of September 30, 2023 and December 31, 2022 (in millions): September 30, 2023 December 31, 2022 Principal Amount $ 2,012.5 $ 2,012.5 Unamortized Debt Discounts and Issuance Costs (16.8) (20.7) Net Carrying Amount $ 1,995.7 $ 1,991.8 Fair Value (Level 2) $ 1,217.6 $ 1,041.5 Three Months Ended September 30, Nine Months Ended September 30 2023 2022 2023 2022 Contractual interest $ 6.3 $ 6.2 $ 18.9 $ 18.9 Amortization of debt discounts and debt issuance costs 1.3 1.4 3.9 3.8 Interest expense $ 7.6 $ 7.6 $ 22.8 $ 22.7 |
COMMON STOCK WARRANT LIABILITY
COMMON STOCK WARRANT LIABILITY (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of Valuation Assumptions | The fair value of the Private Placement Warrants that are not subject to the contingent forfeiture provisions was estimated using a Black-Scholes option pricing model, and were as follows: September 30, 2023 December 31, 2022 Fair value of Private Placement Warrants per share $ 1.78 $ 3.17 September 30, 2023 December 31, 2022 Volatility 75.00 % 80.00 % Expected term (in years) 2.8 3.6 Risk-free rate 4.79 % 4.11 % Dividend yield — % — % |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | The Company’s common stock reserved for future issuances as of September 30, 2023 was as follows: September 30, Private Placement Warrants to purchase common stock 44,350,000 Stock options outstanding 34,320,337 Restricted stock units outstanding 61,270,330 Shares available for future grants under equity plans 29,343,917 If-converted common shares from convertible note 36,737,785 Total shares of common stock reserved 206,022,369 |
STOCK-BASED AWARDS (Tables)
STOCK-BASED AWARDS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | A summary of stock option activity for the nine months ended September 30, 2023 was as follows: Outstanding Options Number of Options Weighted Average Exercise Price Weighted-Average Remaining Contractual Term Intrinsic Value (in thousands) Balance as of December 31, 2022 39,011,116 $ 1.19 6.52 $ 224,721 Options granted 3,534,993 8.40 Options exercised (6,827,738) 1.07 Options canceled (1,398,034) 2.41 Balance as of September 30, 2023 34,320,337 $ 1.91 5.75 $ 140,380 Options vested and exercisable as of September 30, 2023 27,690,560 $ 1.11 5.47 $ 127,260 |
Schedule of Restricted Stock Units Activity | A summary of RSUs activity for the nine months ended September 30, 2023 was as follows: Restricted Stock Units Time-Based Shares Performance-Based Shares Total Shares Weighted-Average Grant-Date Fair Value Balance as of December 31, 2022 38,570,298 2,090,140 40,660,438 $ 19.38 Granted 33,708,323 7,362,343 41,070,666 7.29 Vested (13,613,955) — (13,613,955) 16.51 Cancelled/Forfeited (6,846,819) — (6,846,819) 15.19 Balance as of September 30, 2023 51,817,847 9,452,483 61,270,330 $ 12.38 |
Schedule of Fair Value of Performance-Based RSUs | The fair value of these performance-based RSUs was measured on the grant date, March 27, 2021, using a Monte Carlo simulation model, with the following assumptions: Weighted average volatility 60.0 % Expected term (in years) 5.0 Risk-free interest rate 0.9 % Expected dividends — |
Schedule of Stock-Based Compensation Expense | Total employee and nonemployee stock-based compensation expense for the three and nine months ended September 30, 2023 and 2022, was classified in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Cost of revenue $ 1,221 $ 10,836 $ 2,560 $ 29,816 Research and development 35,963 34,083 101,356 123,059 Selling, general and administrative 31,053 38,383 90,959 199,370 Restructuring charges — — (1,443) — Total $ 68,237 $ 83,302 $ 193,432 $ 352,245 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Schedule of Supplemental Balance Sheet Information | The balances for the operating and finance leases where the Company is the lessee are presented as follows within the Company’s condensed consolidated balance sheets (in thousands): September 30, December 31, Operating leases: Operating lease right-of-use assets $ 221,657 $ 215,160 Other current liabilities $ 24,925 $ 11,269 Other long-term liabilities 246,818 243,843 Total operating lease liabilities $ 271,743 $ 255,112 Finance leases: Property, plant and equipment, net $ 86,254 $ 90,386 Total finance lease assets $ 86,254 $ 90,386 Finance lease liabilities, current portion $ 8,964 $ 10,586 Finance lease liabilities, net of current portion 77,019 81,336 Total finance lease liabilities $ 85,983 $ 91,922 |
Schedule of Lease Expense | The components of lease expense were as follows within the Company’s condensed consolidated statements of operations and comprehensive loss (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Operating lease expense: Operating lease expense (1) $ 14,000 $ 11,888 $ 40,578 $ 32,215 Variable lease expense 438 906 1,306 2,581 Finance lease expense: Amortization of leased assets $ 1,326 $ 1,217 $ 4,133 $ 3,446 Interest on lease liabilities 1,204 897 3,677 1,186 Total finance lease expense $ 2,530 $ 2,114 $ 7,810 $ 4,632 Total lease expense $ 16,968 $ 14,908 $ 49,694 $ 39,428 (1) Excluded short-term leases, which were not material. Other information related to leases where the Company is the lessee was as follows: September 30, December 31, Weighted-average remaining lease term (in years): Operating leases 7.1 7.6 Finance leases 2.8 3.5 Weighted-average discount rate: Operating leases 10.87 % 10.52 % Finance leases 5.58 % 5.57 % |
Schedule of Operating Lease Liability Maturity | As of September 30, 2023, the maturities of the Company’s operating and finance lease liabilities (excluding short-term leases) were as follows (in thousands): Operating Leases Finance Leases 2023 (remainder of the year) $ 9,179 $ 1,321 2024 59,125 8,340 2025 59,693 6,619 2026 56,748 82,488 2027 49,491 117 Thereafter 167,124 37 Total minimum lease payments 401,360 98,922 Less: Interest (129,617) (12,939) Present value of lease obligations 271,743 85,983 Less: Current portion (24,925) (8,964) Long-term portion of lease obligations $ 246,818 $ 77,019 |
Schedule of Finance Lease Liability Maturity | As of September 30, 2023, the maturities of the Company’s operating and finance lease liabilities (excluding short-term leases) were as follows (in thousands): Operating Leases Finance Leases 2023 (remainder of the year) $ 9,179 $ 1,321 2024 59,125 8,340 2025 59,693 6,619 2026 56,748 82,488 2027 49,491 117 Thereafter 167,124 37 Total minimum lease payments 401,360 98,922 Less: Interest (129,617) (12,939) Present value of lease obligations 271,743 85,983 Less: Current portion (24,925) (8,964) Long-term portion of lease obligations $ 246,818 $ 77,019 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Estimated Future Payments | The estimated future payments having a remaining term in excess of one year as of September 30, 2023 were as follows (in thousands): Years ended December 31, Minimum Purchase Commitment (1) 2023 (remainder of the year) $ 98,775 2024 342,720 2025 459,826 2026 703,715 2027 703,205 Thereafter 2,709,173 Total $ 5,017,414 (1) Included minimum purchase commitment of approximately $4.9 billion of battery cells from Panasonic Energy Co., Ltd. and certain of its affiliates. |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders | Basic and diluted net loss per share attributable to common stockholders are calculated as follows (in thousands, except share and per share amounts): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Net loss attributable to common stockholders, basic $ (630,894) $ (530,101) $ (2,174,654) $ (831,812) Change in fair value of dilutive warrants — (140,146) — (998,319) Net loss attributable to common stockholders, diluted $ (630,894) $ (670,247) $ (2,174,654) $ (1,830,131) Weighted-average shares outstanding, basic 2,284,446,783 1,676,048,504 2,010,916,100 1,666,693,217 Private Placement Warrants using the treasury stock method — 14,915,044 — 19,883,372 Weighted-average shares outstanding, diluted 2,284,446,783 1,690,963,548 2,010,916,100 1,686,576,589 Net loss per share: Basic $ (0.28) $ (0.32) $ (1.08) $ (0.50) Diluted $ (0.28) $ (0.40) $ (1.08) $ (1.09) |
Schedule of Antidilutive Securities Excluded from Computation of Diluted Net Loss Per Share | The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect: September 30, Excluded Securities 2023 2022 Private Placement Warrants to purchase common stock 44,350,000 — Options outstanding to purchase common stock 34,320,337 43,132,157 RSUs outstanding 51,817,847 37,300,903 Employee stock purchase plan 9,353,757 5,068,423 If-converted common shares from convertible note 36,737,785 36,737,785 Total 176,579,726 122,239,268 |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
Apr. 29, 2022 USD ($) facility | Jul. 23, 2021 USD ($) | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) facility | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) facility | May 31, 2023 USD ($) | Mar. 12, 2023 USD ($) | Nov. 08, 2022 USD ($) | Jun. 30, 2022 USD ($) | Apr. 29, 2022 SAR (ر.س) facility | Feb. 27, 2022 USD ($) | Feb. 27, 2022 SAR (ر.س) | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||||||||||||||||
Net loss | $ 630,894,000 | $ 530,101,000 | $ 2,174,654,000 | $ 831,812,000 | ||||||||||||||
Accumulated deficit | $ 7,370,332,000 | 9,544,986,000 | $ 9,544,986,000 | $ 7,370,332,000 | ||||||||||||||
Proceeds from reverse recapitalization, net of transaction costs | $ 4,400,300,000 | |||||||||||||||||
Equity Distribution Agreement | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Consideration to be received on agreement | $ 600,000,000 | |||||||||||||||||
Net proceeds received | 594,300,000 | 594,300,000 | ||||||||||||||||
Remaining number of shares available (in shares) | shares | 0 | |||||||||||||||||
Private Placement | Ayar | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Consideration to be received on agreement | $ 1,800,000,000 | $ 915,000,000 | ||||||||||||||||
Net proceeds received | $ 1,800,000,000 | 915,000,000 | ||||||||||||||||
Underwriting Agreement | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Consideration to be received on agreement | $ 1,200,000,000 | |||||||||||||||||
Net proceeds received | $ 1,200,000,000 | |||||||||||||||||
1.25% Convertible Senior Notes, Due December 2026 | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, face amount | 2,012,500,000 | $ 2,012,500,000 | $ 2,012,500,000 | 2,012,500,000 | ||||||||||||||
1.25% Convertible Senior Notes, Due December 2026 | Convertible Debt | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, face amount | $ 2,012,500,000 | |||||||||||||||||
Interest rate | 1.25% | |||||||||||||||||
SIDF | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, face amount | 1,400,000,000 | $ 1,400,000,000 | $ 1,400,000,000 | ر.س 5,190,000,000 | ||||||||||||||
ABL Credit Facility | Line of Credit | Revolving Credit Facility | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, term | 5 years | |||||||||||||||||
Maximum borrowing capacity | 1,000,000,000 | $ 1,000,000,000 | $ 1,000,000,000 | |||||||||||||||
ABL Credit Facility | Line of Credit | Bridge Loan | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Maximum borrowing capacity | $ 100,000,000 | |||||||||||||||||
GIB Facility Agreement | Line of Credit | Revolving Credit Facility | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Maximum borrowing capacity | $ 266,100,000 | $ 266,600,000 | $ 266,100,000 | $ 266,100,000 | $ 266,600,000 | ر.س 1,000,000,000 | ||||||||||||
Number of facilities | facility | 2 | 2 | 2 | 2 | ||||||||||||||
GIB Facility Agreement | Line of Credit | Revolving Credit Facility | Saudi Arabian Interbank Offered Rate | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, basis spread on variable rate | 1.40% | |||||||||||||||||
GIB Facility Agreement | Line of Credit | Bridge Loan | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Maximum borrowing capacity | $ 173,000,000 | $ 173,000,000 | $ 173,000,000 | ر.س 650,000,000 | ||||||||||||||
GIB Facility Agreement | Line of Credit | Bridge Loan | Saudi Arabian Interbank Offered Rate | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, basis spread on variable rate | 1.25% | |||||||||||||||||
GIB Facility Agreement | Line of Credit | Working Capital Facility | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest rate | 6.40% | 6.40% | ||||||||||||||||
Maximum borrowing capacity | $ 93,100,000 | $ 93,100,000 | $ 93,100,000 | ر.س 350,000,000 | ||||||||||||||
GIB Facility Agreement | Line of Credit | Working Capital Facility | Saudi Arabian Interbank Offered Rate | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, basis spread on variable rate | 1.70% |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 1,164,391 | $ 1,735,765 | $ 1,264,136 | $ 6,262,905 |
Restricted cash included in other current assets | 1,556 | 1,555 | 1,554 | 10,740 |
Restricted cash included in other noncurrent assets | 0 | 0 | 0 | 24,375 |
Total cash, cash equivalents, and restricted cash | $ 1,165,947 | $ 1,737,320 | $ 1,265,690 | $ 6,298,020 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) obligation | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Revenue, Major Customer [Line Items] | |||||
Number of performance obligations | obligation | 2 | ||||
Basic vehicle warranty term | 4 years | ||||
Revenue | $ 137,814 | $ 195,457 | $ 438,120 | $ 350,468 | |
Vehicle Sales With RVG | |||||
Revenue, Major Customer [Line Items] | |||||
Revenue | 56,500 | $ 10,100 | 112,000 | $ 10,100 | |
Vehicle Sales With OTA and Remarketing | Other Current Liabilities | |||||
Revenue, Major Customer [Line Items] | |||||
Deferred revenue | 6,700 | 6,700 | $ 4,000 | ||
Vehicle Sales With OTA and Remarketing | Other Noncurrent Liabilities | |||||
Revenue, Major Customer [Line Items] | |||||
Deferred revenue | $ 18,200 | $ 18,200 | $ 11,400 |
RESTRUCTURING - Narrative (Deta
RESTRUCTURING - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | ||||||
Restructuring charges | $ 518 | $ 0 | $ 24,546 | $ 0 | ||
Restructuring liabilities | $ 377 | $ 377 | $ 1,705 | $ 0 |
RESTRUCTURING - Schedule of Res
RESTRUCTURING - Schedule of Restructuring Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Restructuring Reserve [Roll Forward] | ||||
Restructuring liabilities - beginning of period | $ 1,705 | $ 0 | ||
Restructuring charges excluding non-cash items | 518 | 25,989 | ||
Cash payments | (1,846) | (25,612) | ||
Restructuring liabilities - end of period | 377 | 377 | ||
Non-cash items, net | 1,400 | |||
Accelerated stock-based compensation expense | 3,400 | |||
Stock-based compensation expense reversal | $ (68,237) | $ (83,302) | (193,432) | $ (352,245) |
Unvested Restricted Stock Award | ||||
Restructuring Reserve [Roll Forward] | ||||
Stock-based compensation expense reversal | $ 4,800 |
BALANCE SHEETS COMPONENTS - Sch
BALANCE SHEETS COMPONENTS - Schedule of Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 315,887 | $ 464,731 |
Work in progress | 96,879 | 34,311 |
Finished goods | 386,208 | 335,359 |
Total Inventory | $ 798,974 | $ 834,401 |
BALANCE SHEETS COMPONENTS - Nar
BALANCE SHEETS COMPONENTS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Inventory [Line Items] | ||||
Inventory and firm purchase commitments write-downs | $ 230,800 | $ 186,500 | $ 752,800 | $ 364,600 |
Depreciation and amortization | 60,800 | 50,600 | 166,033 | 131,343 |
Construction in progress | ||||
Inventory [Line Items] | ||||
Interest capitalized | $ 6,000 | $ 1,100 | $ 10,000 | $ 1,800 |
BALANCE SHEETS COMPONENTS - S_2
BALANCE SHEETS COMPONENTS - Schedule of Property, Plant and Equipment, Net (Details) $ in Thousands, ر.س in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 SAR (ر.س) | |
Property, Plant and Equipment [Line Items] | |||
Total Property, plant and equipment | $ 3,109,371 | $ 2,439,866 | |
Less: accumulated depreciation and amortization | (436,314) | (273,090) | |
Property, plant and equipment, net | 2,673,057 | 2,166,776 | |
MISA | Government Grant | Related Party | |||
Property, Plant and Equipment [Line Items] | |||
Related party transaction, amount of transaction | 97,300 | ر.س 366 | |
Land and land improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant, and equipment | 69,718 | 64,677 | |
Building and improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant, and equipment | 564,576 | 197,406 | |
Machinery, Tooling and Vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant, and equipment | 957,243 | 743,006 | |
Service loaner vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant, and equipment | 31,700 | ||
Computer equipment and software | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant, and equipment | 70,311 | 48,899 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant, and equipment | 213,112 | 182,904 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant, and equipment | 43,706 | 27,803 | |
Finance leases | |||
Property, Plant and Equipment [Line Items] | |||
Finance leases | 96,425 | 97,992 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant, and equipment | 1,094,280 | 1,077,179 | |
AMP-2 | MISA | Government Grant | Related Party | |||
Property, Plant and Equipment [Line Items] | |||
Related party transaction, amount of transaction | $ (97,300) | $ (33,300) |
BALANCE SHEETS COMPONENTS - S_3
BALANCE SHEETS COMPONENTS - Schedule of Construction in Progress (Details) $ in Thousands, ر.س in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 SAR (ر.س) | |
MISA | Government Grant | Related Party | |||
Property, Plant and Equipment [Line Items] | |||
Related party transaction, amount of transaction | $ 97,300 | ر.س 366 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Total construction in progress | $ 1,094,280 | 1,077,179 | |
Machinery and tooling | |||
Property, Plant and Equipment [Line Items] | |||
Total construction in progress | 687,534 | 515,662 | |
Construction of AMP-1 and AMP-2 | |||
Property, Plant and Equipment [Line Items] | |||
Total construction in progress | 386,825 | 526,720 | |
AMP-2 | MISA | Government Grant | Related Party | |||
Property, Plant and Equipment [Line Items] | |||
Related party transaction, amount of transaction | (97,300) | (33,300) | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total construction in progress | $ 19,921 | $ 34,797 |
BALANCE SHEETS COMPONENTS - S_4
BALANCE SHEETS COMPONENTS - Schedule of Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Engineering, design, and testing accrual | $ 49,270 | $ 28,686 |
Construction in progress | 220,741 | 167,462 |
Accrued purchases | 66,927 | 157,162 |
Retail leasehold improvements accrual | 9,770 | 9,099 |
Third-party services accrual | 29,433 | 34,951 |
Tooling liability | 37,491 | 21,714 |
Short-term borrowings | 52,526 | 9,595 |
Operating lease liabilities, current portion | 24,925 | 11,269 |
Reserve for loss on firm inventory purchase commitments | 155,029 | 22,640 |
Accrued warranty | 33,497 | 10,464 |
Other current liabilities | 183,143 | 161,525 |
Total Other current liabilities | $ 862,752 | $ 634,567 |
BALANCE SHEETS COMPONENTS - S_5
BALANCE SHEETS COMPONENTS - Schedule of Other Long-Term Liabilities (Details) ر.س in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 SAR (ر.س) | |
Property, Plant and Equipment [Line Items] | |||
Operating lease liabilities, net of current portion | $ 246,818,000 | $ 243,843,000 | |
Other long-term liabilities | 98,906,000 | 134,369,000 | |
Total Other long-term liabilities | 345,724,000 | 378,212,000 | |
MISA | Government Grant | Related Party | |||
Property, Plant and Equipment [Line Items] | |||
Related party transaction, amount of transaction | 97,300,000 | ر.س 366 | |
MISA | Other Noncurrent Liabilities | Government Grant | Related Party | |||
Property, Plant and Equipment [Line Items] | |||
Related party transaction, amount of transaction | $ 0 | $ 64,000,000 |
BALANCE SHEETS COMPONENTS - S_6
BALANCE SHEETS COMPONENTS - Schedule of Accrued Warranty Activities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward] | ||||
Accrued warranty - beginning of period | $ 62,186 | $ 8,311 | $ 22,949 | $ 1,282 |
Warranty costs incurred | (13,929) | (3,501) | (33,759) | (5,256) |
Provision for warranty | 7,054 | 8,815 | 66,121 | 17,599 |
Accrued warranty - end of period | 55,311 | $ 13,625 | 55,311 | $ 13,625 |
Other Current Liabilities | ||||
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward] | ||||
Accrued warranty - beginning of period | 10,400 | |||
Accrued warranty - end of period | 33,500 | 33,500 | ||
Other Long-Term Liabilities | ||||
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward] | ||||
Accrued warranty - beginning of period | 12,500 | |||
Accrued warranty - end of period | $ 21,800 | $ 21,800 |
FAIR VALUE MEASUREMENTS AND F_3
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Schedule of Fair Value Measurements on a Recurring Basis by Level within the Fair Value Hierarchy (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, amortized cost | $ 1,164,391 | $ 1,735,765 |
Short-term investments | 3,258,206 | 2,177,231 |
Long-term investments | 479,727 | 529,974 |
Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, amortized cost | 1,164,391 | 1,735,765 |
Gross Unrealized Gains | 396 | 535 |
Gross Unrealized Losses | (9,378) | (12,107) |
Short-term investments | 3,258,206 | 2,177,231 |
Long-term investments | 479,727 | 529,974 |
Total, amortized cost | 4,911,306 | 4,454,542 |
Total, estimated fair value | 4,902,324 | 4,442,970 |
Fair Value, Recurring | Cash | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, amortized cost | 522,195 | 321,667 |
Cash, estimated fair value | 522,195 | 321,667 |
Short-term investments | 0 | 0 |
Long-term investments | 0 | 0 |
Fair Value, Recurring | Level 1: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, amortized cost | 617,243 | 1,377,540 |
Amortized cost | 3,080,366 | 3,238,989 |
Gross Unrealized Gains | 59 | 151 |
Gross Unrealized Losses | (6,232) | (9,431) |
Estimated Fair Value | 3,074,193 | 3,229,709 |
Short-term investments | 2,205,811 | 1,570,591 |
Long-term investments | 251,139 | 281,578 |
Fair Value, Recurring | Level 2: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, amortized cost | 24,953 | 36,558 |
Amortized cost | 1,308,745 | 893,886 |
Gross Unrealized Gains | 337 | 384 |
Gross Unrealized Losses | (3,146) | (2,676) |
Estimated Fair Value | 1,305,936 | 891,594 |
Short-term investments | 1,052,395 | 606,640 |
Long-term investments | 228,588 | 248,396 |
Fair Value, Recurring | Money market funds | Level 1: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, amortized cost | 557,476 | 1,377,540 |
Amortized cost | 557,476 | 1,377,540 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | 557,476 | 1,377,540 |
Short-term investments | 0 | 0 |
Long-term investments | 0 | 0 |
Fair Value, Recurring | U.S. Treasury securities | Level 1: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, amortized cost | 59,767 | 0 |
Amortized cost | 2,522,890 | 1,861,449 |
Gross Unrealized Gains | 59 | 151 |
Gross Unrealized Losses | (6,232) | (9,431) |
Estimated Fair Value | 2,516,717 | 1,852,169 |
Short-term investments | 2,205,811 | 1,570,591 |
Long-term investments | 251,139 | 281,578 |
Fair Value, Recurring | U.S. government agency securities | Level 2: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, amortized cost | 0 | 0 |
Amortized cost | 45,005 | 43,477 |
Gross Unrealized Gains | 0 | 46 |
Gross Unrealized Losses | (26) | (18) |
Estimated Fair Value | 44,979 | 43,505 |
Short-term investments | 44,979 | 43,505 |
Long-term investments | 0 | 0 |
Fair Value, Recurring | Certificates of deposit | Level 2: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, amortized cost | 0 | 0 |
Amortized cost | 144,180 | 174,037 |
Gross Unrealized Gains | 49 | 67 |
Gross Unrealized Losses | (107) | (132) |
Estimated Fair Value | 144,122 | 173,972 |
Short-term investments | 144,122 | 173,972 |
Long-term investments | 0 | 0 |
Fair Value, Recurring | Commercial paper | Level 2: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, amortized cost | 24,953 | 19,761 |
Amortized cost | 447,969 | 238,224 |
Gross Unrealized Gains | 14 | 63 |
Gross Unrealized Losses | (210) | (122) |
Estimated Fair Value | 447,773 | 238,165 |
Short-term investments | 422,820 | 218,404 |
Long-term investments | 0 | 0 |
Fair Value, Recurring | Corporate debt securities | Level 2: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, amortized cost | 0 | 16,797 |
Amortized cost | 671,591 | 438,148 |
Gross Unrealized Gains | 274 | 208 |
Gross Unrealized Losses | (2,803) | (2,404) |
Estimated Fair Value | 669,062 | 435,952 |
Short-term investments | 440,474 | 170,759 |
Long-term investments | $ 228,588 | $ 248,396 |
FAIR VALUE MEASUREMENTS AND F_4
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |||||
Realized gain (loss) | $ 0 | $ 0 | $ 0 | $ 0 | |
Accrued interest | 10,500,000 | 10,500,000 | $ 7,500,000 | ||
Allowance for credit losses | $ 0 | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS AND F_5
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Schedule of Available-for-Sale Securities by Contractual Maturity (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Amortized cost | |
Within one year | $ 3,264,410 |
After one year through three years | 482,509 |
Total | 3,746,919 |
Estimated Fair Value | |
Within one year | 3,258,206 |
After one year through three years | 479,727 |
Total | $ 3,737,933 |
FAIR VALUE MEASUREMENTS AND F_6
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Schedule of Common Stock Warrant Liability Measured and Recorded at Fair Value on a Recurring Basis (Details) - Common Stock Warrant Liability - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Level 3 Liabilities [Roll Forward] | ||||
Fair value-beginning of period | $ 139,259 | $ 536,635 | $ 140,590 | $ 1,394,808 |
Change in fair value | (60,316) | (140,146) | (61,647) | (998,319) |
Fair value-end of period | $ 78,943 | $ 396,489 | $ 78,943 | $ 396,489 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
Mar. 12, 2023 USD ($) | Apr. 29, 2022 USD ($) facility | Feb. 27, 2022 USD ($) | Feb. 27, 2022 SAR (ر.س) | Mar. 31, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) day $ / shares | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) facility | Sep. 30, 2023 SAR (ر.س) | Mar. 12, 2023 SAR (ر.س) | Dec. 31, 2022 SAR (ر.س) facility | Apr. 29, 2022 SAR (ر.س) facility | Feb. 27, 2022 SAR (ر.س) | |
Debt Instrument, Redemption [Line Items] | |||||||||||||||||
Short-term debt | $ 52,526,000 | $ 52,526,000 | $ 9,595,000 | ||||||||||||||
Cash and cash equivalents | 1,164,391,000 | 1,164,391,000 | 1,735,765,000 | ||||||||||||||
1.25% Convertible Senior Notes, Due December 2026 | |||||||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||||||
Debt instrument, face amount | $ 2,012,500,000 | $ 2,012,500,000 | 2,012,500,000 | ||||||||||||||
Debt instrument, convertible, conversion ratio | 0.0182548 | ||||||||||||||||
Debt instrument, initial conversion price (in USD per share) | $ / shares | $ 54.78 | ||||||||||||||||
Debt instrument, convertible, threshold percentage of stock price (percent) | 130% | ||||||||||||||||
Debt instrument, convertible, threshold trading days | day | 20 | ||||||||||||||||
1.25% Convertible Senior Notes, Due December 2026 | Redemption Option One | |||||||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||||||
Debt instrument, convertible, threshold percentage of stock price (percent) | 130% | ||||||||||||||||
Debt instrument, convertible, threshold trading days | day | 20 | ||||||||||||||||
Debt instrument, convertible, threshold consecutive trading days | day | 30 | ||||||||||||||||
1.25% Convertible Senior Notes, Due December 2026 | Redemption Option Two | |||||||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||||||
Debt instrument, convertible, threshold percentage of stock price (percent) | 98% | ||||||||||||||||
Debt instrument, convertible, threshold consecutive trading days | day | 10 | ||||||||||||||||
Debt instrument, convertible, redemption period, number of consecutive business days | day | 5 | ||||||||||||||||
1.25% Convertible Senior Notes, Due December 2026 | Convertible Debt | |||||||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||||||
Debt instrument, face amount | $ 2,012,500,000 | ||||||||||||||||
Interest rate | 1.25% | ||||||||||||||||
Debt instrument, issuance price percentage | 99.50% | ||||||||||||||||
Proceeds from convertible debt | $ 1,986,600,000 | ||||||||||||||||
Debt instrument, redemption price, percentage of principal amount redeemed | 100% | ||||||||||||||||
Debt instrument, effective interest rate | 1.50% | 1.50% | 1.50% | ||||||||||||||
SIDF | |||||||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||||||
Debt instrument, face amount | $ 1,400,000,000 | 1,400,000,000 | ر.س 5,190,000,000 | ||||||||||||||
Outstanding amounts | $ 0 | $ 0 | 0 | ||||||||||||||
SIDF | Minimum | |||||||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||||||
Debt instrument, periodic payment, principal | 6,700,000 | ر.س 25,000,000 | |||||||||||||||
Service fees | 110,700,000 | 415,000,000 | |||||||||||||||
SIDF | Maximum | |||||||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||||||
Debt instrument, periodic payment, principal | 93,300,000 | ر.س 350,000,000 | |||||||||||||||
Service fees | $ 471,900,000 | ر.س 1,770,000,000 | |||||||||||||||
GIB Facility Agreement | Revolving Credit Facility | Line of Credit | |||||||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||||||
Short-term debt | $ 52,500,000 | $ 52,500,000 | ر.س 197,000,000 | ||||||||||||||
Weighted average interest rate | 7.46% | 7.46% | 7.46% | ||||||||||||||
GIB Facility Agreement | Working Capital Facility | Line of Credit | |||||||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||||||
Short-term debt | $ 9,600,000 | ر.س 36,000,000 | |||||||||||||||
GIB Facility Agreement | Line of Credit | Revolving Credit Facility | |||||||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||||||
Number of facilities | facility | 2 | 2 | 2 | 2 | |||||||||||||
Maximum borrowing capacity | $ 266,600,000 | $ 266,100,000 | $ 266,600,000 | $ 266,100,000 | ر.س 1,000,000,000 | ||||||||||||
Remaining borrowing capacity | $ 213,900,000 | $ 213,900,000 | ر.س 802,000,000 | ||||||||||||||
GIB Facility Agreement | Line of Credit | Revolving Credit Facility | Saudi Arabian Interbank Offered Rate | |||||||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||||||
Interest rate | 1.40% | ||||||||||||||||
GIB Facility Agreement | Line of Credit | Bridge Loan | |||||||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||||||
Maximum borrowing capacity | $ 173,000,000 | 173,000,000 | 650,000,000 | ||||||||||||||
Remaining borrowing capacity | $ 173,000,000 | ر.س 650,000,000 | |||||||||||||||
GIB Facility Agreement | Line of Credit | Bridge Loan | Saudi Arabian Interbank Offered Rate | |||||||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||||||
Interest rate | 1.25% | ||||||||||||||||
GIB Facility Agreement | Line of Credit | Working Capital Facility | |||||||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||||||
Interest rate | 6.40% | 6.40% | |||||||||||||||
Maximum borrowing capacity | $ 93,100,000 | $ 93,100,000 | ر.س 350,000,000 | ||||||||||||||
Remaining borrowing capacity | 83,500,000 | ر.س 314,000,000 | |||||||||||||||
GIB Facility Agreement | Line of Credit | Working Capital Facility | Saudi Arabian Interbank Offered Rate | |||||||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||||||
Interest rate | 1.70% | ||||||||||||||||
GIB Facility Agreement | Line of Credit | Maximum | Revolving Credit Facility | |||||||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||||||
Debt instrument, term | 12 months | ||||||||||||||||
GIB Facility Agreement | Line of Credit | Maximum | Working Capital Facility | |||||||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||||||
Debt instrument, term | 12 months | ||||||||||||||||
Amended GIB Facility Agreement | Line of Credit | Revolving Credit Facility | |||||||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||||||
Maximum borrowing capacity | $ 266,600,000 | ر.س 1,000,000,000 | |||||||||||||||
Amended GIB Facility Agreement | Line of Credit | Revolving Credit Facility | Saudi Arabian Interbank Offered Rate | |||||||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||||||
Interest rate | 1.40% | ||||||||||||||||
Amended GIB Facility Agreement | Line of Credit | Bridge Loan | |||||||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||||||
Commitment fee percentage | 0.15% | ||||||||||||||||
Amended GIB Facility Agreement | Line of Credit | Working Capital Facility | |||||||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||||||
Commitment fee percentage | 0.15% | ||||||||||||||||
Amended GIB Facility Agreement | Line of Credit | Maximum | Revolving Credit Facility | |||||||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||||||
Debt instrument, term | 12 months | ||||||||||||||||
ABL Credit Facility | Line of Credit | Revolving Credit Facility | |||||||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||||||
Outstanding amounts | 0 | 0 | 0 | ||||||||||||||
Maximum borrowing capacity | $ 1,000,000,000 | $ 1,000,000,000 | |||||||||||||||
Debt instrument, term | 5 years | ||||||||||||||||
Remaining borrowing capacity | 476,500,000 | 476,500,000 | $ 441,400,000 | ||||||||||||||
Additional borrowing capacity | $ 500,000,000 | ||||||||||||||||
Commitment fee percentage | 0.25% | ||||||||||||||||
Cash and cash equivalents | 142,100,000 | 142,100,000 | 37,300,000 | ||||||||||||||
Issuance costs | 6,300,000 | 6,300,000 | |||||||||||||||
Amortization of deferred issuance costs and commitment fee | 1,000,000 | $ 0 | 2,800,000 | $ 0 | |||||||||||||
ABL Credit Facility | Line of Credit | Bridge Loan | |||||||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||||||
Maximum borrowing capacity | $ 100,000,000 | ||||||||||||||||
ABL Credit Facility | Line of Credit | Letter of Credit | |||||||||||||||||
Debt Instrument, Redemption [Line Items] | |||||||||||||||||
Outstanding amounts | $ 44,900,000 | $ 44,900,000 | $ 37,400,000 | ||||||||||||||
Maximum borrowing capacity | $ 350,000,000 |
DEBT - Schedule of Convertible
DEBT - Schedule of Convertible Notes (Details) - 1.25% Convertible Senior Notes, Due December 2026 - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Instrument, Redemption [Line Items] | ||
Principal Amount | $ 2,012.5 | $ 2,012.5 |
Unamortized Debt Discounts and Issuance Costs | (16.8) | (20.7) |
Net Carrying Amount | 1,995.7 | 1,991.8 |
Level 2: | ||
Debt Instrument, Redemption [Line Items] | ||
Fair Value (Level 2) | $ 1,217.6 | $ 1,041.5 |
DEBT - Schedule of Components o
DEBT - Schedule of Components of Interest Expense (Details) - 1.25% Convertible Senior Notes, Due December 2026 - Convertible Debt - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Debt Instrument, Redemption [Line Items] | ||||
Contractual interest | $ 6.3 | $ 6.2 | $ 18.9 | $ 18.9 |
Amortization of debt discounts and debt issuance costs | 1.3 | 1.4 | 3.9 | 3.8 |
Interest expense | $ 7.6 | $ 7.6 | $ 22.8 | $ 22.7 |
COMMON STOCK WARRANT LIABILIT_2
COMMON STOCK WARRANT LIABILITY - Narrative (Details) - Private Placement Warrants to purchase common stock - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Jul. 23, 2021 | |
Class of Warrant or Right [Line Items] | ||||||
Number of warrants (in shares) | 44,350,000 | |||||
Warrant exercise price (in dollars per share) | $ 11.50 | |||||
Warrant liability | $ 78.9 | $ 78.9 | $ 140.6 | $ 812 | ||
Recognized gain from change in fair value of warrant liability | $ 60.3 | $ 140.1 | $ 61.6 | $ 998.3 |
COMMON STOCK WARRANT LIABILIT_3
COMMON STOCK WARRANT LIABILITY - Schedule of Fair Value of Private Warrants (Details) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Private Placement Warrants, Non-Contingent | ||
Class of Warrant or Right [Line Items] | ||
Fair value of Private Placement Warrants per share (in dollars per share) | $ 1.78 | $ 3.17 |
COMMON STOCK WARRANT LIABILIT_4
COMMON STOCK WARRANT LIABILITY - Schedule of Level 3 Fair Value Inputs (Details) - Level 3 | Sep. 30, 2023 | Dec. 31, 2022 |
Volatility | ||
Class of Warrant or Right [Line Items] | ||
Warrant measurement input | 0.7500 | 0.8000 |
Expected term (in years) | ||
Class of Warrant or Right [Line Items] | ||
Expected term (in years) | 2 years 9 months 18 days | 3 years 7 months 6 days |
Risk-free rate | ||
Class of Warrant or Right [Line Items] | ||
Warrant measurement input | 0.0479 | 0.0411 |
Expected dividend rate | ||
Class of Warrant or Right [Line Items] | ||
Warrant measurement input | 0 | 0 |
STOCKHOLDERS_ EQUITY - Narrativ
STOCKHOLDERS’ EQUITY - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
May 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 08, 2022 | |
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | ||||||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||
Preferred stock, shares issued (in shares) | 0 | 0 | 0 | 0 | ||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | 0 | ||||||
Shares repurchased (in shares) | 0 | 0 | 0 | 0 | 857,825 | |||||
Shares repurchased, repurchase price (in dollars per share) | $ 24.15 | |||||||||
Employees | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares repurchased (in shares) | 712,742 | |||||||||
Board of Directors of Atieva | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares repurchased (in shares) | 145,083 | |||||||||
Equity Distribution Agreement | ||||||||||
Class of Stock [Line Items] | ||||||||||
Consideration to be received on agreement | $ 600 | |||||||||
Number of shares issued (in shares) | 56,203,334 | |||||||||
Weighted average price (in dollars per share) | $ 10.68 | $ 10.68 | ||||||||
Net proceeds received | $ 594.3 | $ 594.3 | ||||||||
Commissions and other issuance cost | $ 5.7 | |||||||||
Remaining number of shares available (in shares) | 0 | |||||||||
Private Placement | Ayar | ||||||||||
Class of Stock [Line Items] | ||||||||||
Consideration to be received on agreement | $ 1,800 | $ 915 | ||||||||
Number of shares issued (in shares) | 265,693,703 | 85,712,679 | ||||||||
Weighted average price (in dollars per share) | $ 6.83 | $ 10.68 | $ 10.68 | |||||||
Net proceeds received | $ 1,800 | $ 915 | ||||||||
Commissions and other issuance cost | 2 | |||||||||
Underwriting Agreement | ||||||||||
Class of Stock [Line Items] | ||||||||||
Consideration to be received on agreement | $ 1,200 | |||||||||
Number of shares issued (in shares) | 173,544,948 | |||||||||
Weighted average price (in dollars per share) | $ 6.83 | |||||||||
Net proceeds received | 1,200 | |||||||||
Commissions and other issuance cost | $ 1.1 |
STOCKHOLDERS_ EQUITY - Schedule
STOCKHOLDERS’ EQUITY - Schedule of Common Stock Reserved for Future Issuance (Details) | Sep. 30, 2023 shares |
Class of Stock [Line Items] | |
Common shares reserved for future issuance (in shares) | 206,022,369 |
Private Placement Warrants to purchase common stock | |
Class of Stock [Line Items] | |
Common shares reserved for future issuance (in shares) | 44,350,000 |
Stock options outstanding | |
Class of Stock [Line Items] | |
Common shares reserved for future issuance (in shares) | 34,320,337 |
Restricted stock units outstanding | |
Class of Stock [Line Items] | |
Common shares reserved for future issuance (in shares) | 61,270,330 |
Shares available for future grants under equity plans | |
Class of Stock [Line Items] | |
Common shares reserved for future issuance (in shares) | 29,343,917 |
If-converted common shares from convertible note | |
Class of Stock [Line Items] | |
Common shares reserved for future issuance (in shares) | 36,737,785 |
STOCK-BASED AWARDS - Schedule o
STOCK-BASED AWARDS - Schedule of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Number of Options | ||
Balance - beginning of period (in shares) | shares | 39,011,116 | |
Options granted (in shares) | shares | 3,534,993 | |
Options exercised (in shares) | shares | (6,827,738) | |
Options canceled (in shares) | shares | (1,398,034) | |
Balance - end of period (in shares) | shares | 34,320,337 | 39,011,116 |
Options vested and exercisable, number of options (in shares) | shares | 27,690,560 | |
Weighted Average Exercise Price | ||
Balance - beginning of period (in dollars per share) | $ / shares | $ 1.19 | |
Options granted (in dollars per share) | $ / shares | 8.40 | |
Options exercised (in dollars per share) | $ / shares | 1.07 | |
Options canceled (in dollars per share) | $ / shares | 2.41 | |
Balance - end of period (in dollars per share) | $ / shares | 1.91 | $ 1.19 |
Options vested and exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 1.11 | |
Additional Disclosures | ||
Options outstanding, weighted-average remaining contractual term | 5 years 9 months | 6 years 6 months 7 days |
Options vested and exercisable, weighted-average remaining contractual term | 5 years 5 months 19 days | |
Options outstanding, intrinsic value | $ | $ 140,380 | $ 224,721 |
Options vested and exercisable, intrinsic value | $ | $ 127,260 |
STOCK-BASED AWARDS - Narrative
STOCK-BASED AWARDS - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 USD ($) shares | Sep. 30, 2022 USD ($) shares | Sep. 30, 2023 USD ($) period shares | Sep. 30, 2022 USD ($) shares | Dec. 31, 2022 USD ($) installment shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 68,237 | $ 83,302 | $ 193,432 | $ 352,245 | |
Chief Executive Officer | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares of common stock withheld (in shares) | shares | 500,000 | 400,000 | 1,400,000 | 8,900,000 | |
Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unamortized share-based compensation expense | $ 14,700 | $ 14,700 | |||
Unamortized share-based compensation, recognition period | 3 years 2 months 12 days | ||||
Time-Based Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unamortized share-based compensation expense | $ 485,200 | $ 485,200 | |||
Unamortized share-based compensation, recognition period | 2 years 3 months 18 days | ||||
Awards vested (in shares) | shares | 13,613,955 | ||||
Nonvested awards (in shares) | shares | 51,817,847 | 51,817,847 | 38,570,298 | ||
Performance-Based Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unamortized share-based compensation expense | $ 17,900 | $ 17,900 | |||
Unamortized share-based compensation, recognition period | 1 year 4 months 24 days | ||||
Awards vested (in shares) | shares | 0 | ||||
Stock-based compensation expense | $ 2,900 | $ 3,600 | |||
Nonvested awards (in shares) | shares | 9,452,483 | 9,452,483 | 2,090,140 | ||
Share-based compensation arrangement by share-based payment award, award granted, percentage of target | 100% | ||||
Contractual terms (in years) | 3 years | ||||
Performance-Based Shares | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, percentage of grants earnable | 0% | ||||
Performance-Based Shares | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, percentage of grants earnable | 150% | ||||
Performance-Based Shares | Chief Executive Officer | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of vesting installments with performance conditions met | installment | 4 | ||||
Number of vesting installments | installment | 5 | ||||
Awards vested (in shares) | shares | 13,934,271 | ||||
Stock-based compensation expense | $ 85,400 | ||||
Performance-Based Shares | Chief Executive Officer | Award Tranche Five | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 8,200 | ||||
Nonvested awards (in shares) | shares | 2,090,140 | 2,090,140 | |||
Employee stock purchase plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unamortized share-based compensation expense | $ 31,100 | $ 31,100 | |||
Unamortized share-based compensation, recognition period | 1 year 8 months 12 days | ||||
Consecutive offering period | 24 months | ||||
Number of purchase periods | period | 4 | ||||
Purchase period | 6 months | ||||
Percentage of purchase price of common stock | 85% |
STOCK-BASED AWARDS - Schedule_2
STOCK-BASED AWARDS - Schedule of Restricted Stock Units Activity (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Restricted stock units outstanding | |
Shares | |
Balance at beginning of period (in shares) | 40,660,438 |
Granted (in shares) | 41,070,666 |
Vested (in shares) | (13,613,955) |
Cancelled/Forfeited (in shares) | (6,846,819) |
Balance at end of period (in shares) | 61,270,330 |
Weighted-Average Grant-Date Fair Value | |
Balance at beginning of period (in dollars per share) | $ / shares | $ 19.38 |
Granted (in dollars per share) | $ / shares | 7.29 |
Vested (in dollars per share) | $ / shares | 16.51 |
Cancelled/Forfeited (in dollars per share) | $ / shares | 15.19 |
Balance at end of period (in dollars per share) | $ / shares | $ 12.38 |
Time-Based Shares | |
Shares | |
Balance at beginning of period (in shares) | 38,570,298 |
Granted (in shares) | 33,708,323 |
Vested (in shares) | (13,613,955) |
Cancelled/Forfeited (in shares) | (6,846,819) |
Balance at end of period (in shares) | 51,817,847 |
Performance-Based Shares | |
Shares | |
Balance at beginning of period (in shares) | 2,090,140 |
Granted (in shares) | 7,362,343 |
Vested (in shares) | 0 |
Cancelled/Forfeited (in shares) | 0 |
Balance at end of period (in shares) | 9,452,483 |
STOCK-BASED AWARDS - Schedule_3
STOCK-BASED AWARDS - Schedule of Fair Value of Performance-Based RSUs (Details) - Performance-Based Shares | Mar. 27, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average volatility | 60% |
Expected term (in years) | 5 years |
Risk-free interest rate | 0.90% |
Expected dividends | 0% |
STOCK-BASED AWARDS - Employee S
STOCK-BASED AWARDS - Employee Stock Purchase Plan (Narrative) (Details) - Employee Stock $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) period | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Consecutive offering period | 24 months |
Number of purchase periods | period | 4 |
Purchase period | 6 months |
Percentage of purchase price of common stock | 85% |
Unrecognized share-based compensation expense | $ | $ 31.1 |
Unamortized share-based compensation, recognition period | 1 year 8 months 12 days |
STOCK-BASED AWARDS - Schedule_4
STOCK-BASED AWARDS - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 68,237 | $ 83,302 | $ 193,432 | $ 352,245 |
Cost of revenue | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 1,221 | 10,836 | 2,560 | 29,816 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 35,963 | 34,083 | 101,356 | 123,059 |
Selling, general and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 31,053 | 38,383 | 90,959 | 199,370 |
Restructuring charges | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 0 | $ 0 | $ (1,443) | $ 0 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | ||
Aug. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Lessee, Lease, Description [Line Items] | ||||
Finance lease ROU asset | $ 86,254 | $ 90,386 | ||
Liabilities finance lease | 85,983 | 91,922 | ||
Proceeds from failed sale-leaseback transaction | $ 31,700 | 0 | $ 31,700 | |
Other long-term liabilities | 345,724 | 378,212 | ||
Lease not yet commenced, undiscounted amount | 7,600 | |||
Failed Sale Leaseback | ||||
Lessee, Lease, Description [Line Items] | ||||
Other long-term liabilities | 31,700 | 31,700 | ||
Casa Grande, Arizona | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease term | 4 years | |||
Finance lease ROU asset | 79,300 | 79,300 | ||
Liabilities finance lease | $ 79,500 | $ 81,100 |
LEASES - Schedule of Supplement
LEASES - Schedule of Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other current liabilities | Other current liabilities |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other long-term liabilities | Other long-term liabilities |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, plant and equipment, net | Property, plant and equipment, net |
Operating leases: | ||
Operating lease right-of-use assets | $ 221,657 | $ 215,160 |
Other current liabilities | 24,925 | 11,269 |
Other long-term liabilities | 246,818 | 243,843 |
Total operating lease liabilities | 271,743 | 255,112 |
Finance leases: | ||
Total finance lease assets | 86,254 | 90,386 |
Finance lease liabilities, current portion | 8,964 | 10,586 |
Finance lease liabilities, net of current portion | 77,019 | 81,336 |
Total finance lease liabilities | $ 85,983 | $ 91,922 |
LEASES - Schedule of Lease Expe
LEASES - Schedule of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Operating lease expense: | ||||
Operating lease expense | $ 14,000 | $ 11,888 | $ 40,578 | $ 32,215 |
Variable lease expense | 438 | 906 | 1,306 | 2,581 |
Finance lease expense: | ||||
Amortization of leased assets | 1,326 | 1,217 | 4,133 | 3,446 |
Interest on lease liabilities | 1,204 | 897 | 3,677 | 1,186 |
Total finance lease expense | 2,530 | 2,114 | 7,810 | 4,632 |
Total lease expense | $ 16,968 | $ 14,908 | $ 49,694 | $ 39,428 |
LEASES - Schedule of Other Info
LEASES - Schedule of Other Information Related to Leases (Details) | Sep. 30, 2023 | Dec. 31, 2022 |
Weighted-average remaining lease term (in years): | ||
Operating leases | 7 years 1 month 6 days | 7 years 7 months 6 days |
Finance leases | 2 years 9 months 18 days | 3 years 6 months |
Weighted-average discount rate: | ||
Operating leases | 10.87% | 10.52% |
Finance leases | 5.58% | 5.57% |
LEASES - Schedule of Operating
LEASES - Schedule of Operating and Finance Lease Liability Maturity (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Operating Leases | ||
2023 (remainder of the year) | $ 9,179 | |
2024 | 59,125 | |
2025 | 59,693 | |
2026 | 56,748 | |
2027 | 49,491 | |
Thereafter | 167,124 | |
Total minimum lease payments | 401,360 | |
Less: Interest | (129,617) | |
Total operating lease liabilities | 271,743 | $ 255,112 |
Less: Current portion | (24,925) | (11,269) |
Long-term portion of lease obligations | 246,818 | 243,843 |
Finance Leases | ||
2023 (remainder of the year) | 1,321 | |
2024 | 8,340 | |
2025 | 6,619 | |
2026 | 82,488 | |
2027 | 117 | |
Thereafter | 37 | |
Total minimum lease payments | 98,922 | |
Less: Interest | (12,939) | |
Total finance lease liabilities | 85,983 | 91,922 |
Less: Current portion | (8,964) | (10,586) |
Long-term portion of lease obligations | $ 77,019 | $ 81,336 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Millions | May 31, 2022 lawsuit | Apr. 01, 2022 lawsuit | Apr. 18, 2021 lawsuit | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) |
Individual Actions | |||||
Loss Contingencies [Line Items] | |||||
Number of lawsuits | lawsuit | 2 | ||||
Putative Class Actions | |||||
Loss Contingencies [Line Items] | |||||
Number of lawsuits | lawsuit | 2 | 2 | 2 | ||
Indemnification Agreement | |||||
Loss Contingencies [Line Items] | |||||
Estimate of possible loss | $ | $ 60.6 | $ 52.5 | |||
Capital Addition Purchase Commitments | |||||
Loss Contingencies [Line Items] | |||||
Contractual obligation | $ | $ 384.2 | $ 593.9 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Schedule of Estimated Future Payments (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Long-Term Purchase Commitment [Line Items] | |
2023 (remainder of the year) | $ 98,775 |
2024 | 342,720 |
2025 | 459,826 |
2026 | 703,715 |
2027 | 703,205 |
Thereafter | 2,709,173 |
Total | 5,017,414 |
Battery Cells | Panasonic Energy Co., Ltd. and Certain of Its Affiliates | |
Long-Term Purchase Commitment [Line Items] | |
Total | $ 4,900,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | (0.00%) | (0.00%) | (0.00%) | (0.10%) |
NET LOSS PER SHARE - Schedule o
NET LOSS PER SHARE - Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Net loss attributable to common stockholders, basic | $ (630,894) | $ (530,101) | $ (2,174,654) | $ (831,812) |
Change in fair value of dilutive warrants | 0 | (140,146) | 0 | (998,319) |
Net loss attributable to common stockholders, diluted | $ (630,894) | $ (670,247) | $ (2,174,654) | $ (1,830,131) |
Weighted-average shares outstanding, basic (in shares) | 2,284,446,783 | 1,676,048,504 | 2,010,916,100 | 1,666,693,217 |
Private Placement Warrants using the treasury stock method (in shares) | 0 | 14,915,044 | 0 | 19,883,372 |
Weighted-average shares outstanding, diluted (in shares) | 2,284,446,783 | 1,690,963,548 | 2,010,916,100 | 1,686,576,589 |
Net loss per share - basic (in dollars per share) | $ (0.28) | $ (0.32) | $ (1.08) | $ (0.50) |
Net loss per share - diluted (in dollars per share) | $ (0.28) | $ (0.40) | $ (1.08) | $ (1.09) |
NET LOSS PER SHARE - Schedule_2
NET LOSS PER SHARE - Schedule of Antidilutive Securities Excluded from Computation of Diluted Net Loss Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation amount (in shares) | 176,579,726 | 122,239,268 |
Private Placement Warrants to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation amount (in shares) | 44,350,000 | 0 |
Options outstanding to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation amount (in shares) | 34,320,337 | 43,132,157 |
RSUs outstanding | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation amount (in shares) | 51,817,847 | 37,300,903 |
Employee stock purchase plan | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation amount (in shares) | 9,353,757 | 5,068,423 |
If-converted common shares from convertible note | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation amount (in shares) | 36,737,785 | 36,737,785 |
NET LOSS PER SHARE - Narrative
NET LOSS PER SHARE - Narrative (Details) - shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Restricted stock units outstanding | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Number of underlying shares contingently issuable (in shares) | 9,452,483 | 2,090,140 |
EMPLOYEE BENEFIT PLAN (Details)
EMPLOYEE BENEFIT PLAN (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Retirement Benefits [Abstract] | ||||
Contributions employees may elect to contribute (percent) | 100% | |||
Company matching contribution | $ 0 | $ 0 | $ 0 | $ 0 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||||
May 31, 2023 USD ($) $ / shares shares | Aug. 31, 2023 vehicle | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2023 SAR (ر.س) | Dec. 31, 2022 USD ($) facility $ / shares shares | Feb. 28, 2022 USD ($) | Jul. 31, 2021 | Sep. 30, 2023 USD ($) | Sep. 30, 2023 SAR (ر.س) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2023 SAR (ر.س) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) facility $ / shares | Dec. 31, 2022 SAR (ر.س) | Sep. 30, 2023 SAR (ر.س) | Jul. 31, 2023 | Mar. 12, 2023 USD ($) | Mar. 12, 2023 SAR (ر.س) | Dec. 31, 2022 SAR (ر.س) facility | Nov. 08, 2022 USD ($) | Apr. 30, 2022 USD ($) facility | Apr. 30, 2022 SAR (ر.س) facility | Apr. 29, 2022 USD ($) facility | Apr. 29, 2022 SAR (ر.س) facility | Feb. 28, 2022 SAR (ر.س) | Feb. 27, 2022 USD ($) | Feb. 27, 2022 SAR (ر.س) | |
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||
Expenses incurred | $ 890,689,000 | $ 882,980,000 | $ 2,800,841,000 | $ 2,194,720,000 | |||||||||||||||||||||||||
Accounts receivable, net | $ 19,542,000 | 23,370,000 | 23,370,000 | $ 19,542,000 | |||||||||||||||||||||||||
Right-of-use assets | 215,160,000 | 221,657,000 | 221,657,000 | 215,160,000 | |||||||||||||||||||||||||
Operating lease, liability | 255,112,000 | 271,743,000 | 271,743,000 | 255,112,000 | |||||||||||||||||||||||||
Accounts payable | $ 229,084,000 | 104,602,000 | 104,602,000 | $ 229,084,000 | |||||||||||||||||||||||||
Electric Vehicle Purchase Agreement | |||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||
Number of vehicles committed | vehicle | 100,000 | ||||||||||||||||||||||||||||
Number of vehicles committed, minimum | vehicle | 50,000 | ||||||||||||||||||||||||||||
Number of vehicles committed, additional | vehicle | 50,000 | ||||||||||||||||||||||||||||
Number of years | 10 years | ||||||||||||||||||||||||||||
Minimum vehicle purchase adjustment period | 6 months | ||||||||||||||||||||||||||||
Ayar | Private Placement | |||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||
Consideration to be received on agreement | $ 1,800,000,000 | $ 915,000,000 | |||||||||||||||||||||||||||
Number of shares issued (in shares) | shares | 265,693,703 | 85,712,679 | |||||||||||||||||||||||||||
Weighted average price (in dollars per share) | $ / shares | $ 6.83 | $ 10.68 | $ 10.68 | ||||||||||||||||||||||||||
Net proceeds received | $ 1,800,000,000 | $ 915,000,000 | |||||||||||||||||||||||||||
Commissions and other issuance cost | $ 2,000,000 | ||||||||||||||||||||||||||||
SIDF | |||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||
Principal Amount | $ 1,400,000,000 | $ 1,400,000,000 | $ 1,400,000,000 | ر.س 5,190,000,000 | |||||||||||||||||||||||||
GIB Facility Agreement | Line of Credit | Revolving Credit Facility | |||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||
Number of facilities | facility | 2 | 2 | 2 | 2 | 2 | ||||||||||||||||||||||||
Maximum borrowing capacity | $ 266,600,000 | $ 266,100,000 | $ 266,100,000 | $ 266,600,000 | $ 266,100,000 | ر.س 1,000,000,000 | |||||||||||||||||||||||
Amended GIB Facility Agreement | Line of Credit | Revolving Credit Facility | |||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||
Maximum borrowing capacity | $ 266,600,000 | ر.س 1,000,000,000 | |||||||||||||||||||||||||||
Related Party | Public Investment Fund Internship Agreement | |||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||
Related party transaction, internship duration | 6 months | ||||||||||||||||||||||||||||
Expenses incurred | 0 | $ 300,000 | 0 | $ 1,000,000 | |||||||||||||||||||||||||
Accounts receivable, net | 1,000,000 | 0 | 0 | 1,000,000 | |||||||||||||||||||||||||
Related Party | KAEC Lease Agreement | |||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||
Lease initial term (in years) | 25 years | 25 years | |||||||||||||||||||||||||||
Right-of-use assets | 4,800,000 | 4,600,000 | 4,600,000 | 4,800,000 | |||||||||||||||||||||||||
Operating lease, liability | 5,400,000 | 5,600,000 | 5,600,000 | 5,400,000 | |||||||||||||||||||||||||
Related Party | KAFD Lease Agreement | |||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||
Lease initial term (in years) | 6 years | ||||||||||||||||||||||||||||
Right-of-use assets | 2,400,000 | 2,400,000 | |||||||||||||||||||||||||||
Operating lease, liability | 2,300,000 | 2,300,000 | |||||||||||||||||||||||||||
Related Party | SIDF Loan Agreement | SIDF | |||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||
Principal Amount | $ 1,400,000,000 | ر.س 5,190,000,000 | |||||||||||||||||||||||||||
Related Party | MISA Agreement - AMP-2 | MISA | |||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||
Period for suspension of funding, operation commencement | 30 months | ||||||||||||||||||||||||||||
Period for suspension of funding, attainment of agreed scope of operations | 55 months | ||||||||||||||||||||||||||||
Related Party | Government Grant | MISA | |||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||
Related party transaction, amount of transaction | 97,300,000 | ر.س 366,000,000 | |||||||||||||||||||||||||||
Related Party | Government Grant | MISA | AMP-2 | |||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||
Related party transaction, amount of transaction | (97,300,000) | (33,300,000) | |||||||||||||||||||||||||||
Related Party | Government Grant | MISA | Other Noncurrent Liabilities | |||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||
Related party transaction, amount of transaction | 0 | 64,000,000 | |||||||||||||||||||||||||||
Related Party | GIB Facility Agreement | GIB Facility Agreement | Line of Credit | |||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||
Number of facilities | facility | 2 | 2 | |||||||||||||||||||||||||||
Maximum borrowing capacity | $ 266,100,000 | ر.س 1,000,000,000 | |||||||||||||||||||||||||||
Related Party | Construction Service Contract | Al Bawani Company Limited | |||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||
Related party transaction, amount of transaction | 32,100,000 | ر.س 120,200,000 | 80,600,000 | ر.س 302,100,000 | |||||||||||||||||||||||||
Accounts payable | $ 11,200,000 | $ 25,900,000 | 25,900,000 | $ 11,200,000 | ر.س 97,200,000 | ر.س 42,100,000 | |||||||||||||||||||||||
Related Party | HRDF Training Reimbursement Agreement | Human Resources Development Fund | |||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||
Related party transaction, amount of transaction | $ 7,800,000 | ر.س 29,300,000 | |||||||||||||||||||||||||||
Joint cooperation agreement term | 1 year | 1 year | |||||||||||||||||||||||||||
Related Party | Human Resources Development Fund Training Reimbursements | Human Resources Development Fund | |||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||
Related party transaction, amount of transaction | ر.س 0 | 2,300,000 | ر.س 8,800,000 | ||||||||||||||||||||||||||
Related Party | Human Resources Development Fund Training Reimbursements | Human Resources Development Fund | Other Current Liabilities | |||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||
Related party transaction, amount of transaction | $ 2,000,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event $ in Millions | Nov. 06, 2023 USD ($) shares |
Aston Martin Lagonda Global Holdings plc | |
Subsequent Event [Line Items] | |
Minimum amount committed | $ 225 |
Aston Martin Lagonda Global Holdings plc | |
Subsequent Event [Line Items] | |
Number of shares received (in shares) | shares | 28,352,273 |
First cash installment | $ 33 |
Remaining cash payments | $ 99 |
Payment term | 3 years |