Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 07, 2022 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity Registrant Name | Microvast Holdings, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-38826 | |
Entity Tax Identification Number | 83-2530757 | |
Entity Address, Address Line One | 12603 Southwest Freeway | |
Entity Address, Address Line Two | Suite 210 | |
Entity Address, City or Town | Stafford | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77477 | |
City Area Code | (281) | |
Local Phone Number | 491-9505 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Small Business | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 309,292,067 | |
Entity Central Index Key | 0001760689 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Common Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Trading Symbol | MVST | |
Security Exchange Name | NASDAQ | |
Warrants | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, exercisable for shares of common stock | |
Trading Symbol | MVSTW | |
Security Exchange Name | NASDAQ |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 295,816 | $ 480,931 |
Restricted cash, current | 83,179 | 55,178 |
Accounts receivable (net of allowance for credit losses of $5,005 and $5,436 as of December 31, 2021 and September 30, 2022, respectively) | 82,707 | 88,717 |
Notes receivable | 4,505 | 11,144 |
Inventories | 82,262 | 53,424 |
Prepaid expenses and other current assets | 19,060 | 17,127 |
Amount due from related parties | 0 | 85 |
Total Current Assets | 567,529 | 706,606 |
Restricted cash, non-current | 36,704 | 0 |
Property, plant and equipment, net | 286,346 | 253,057 |
Land use rights, net | 12,328 | 14,008 |
Acquired intangible assets, net | 1,696 | 1,882 |
Operating lease right-of-use assets | 15,509 | 0 |
Other non-current assets | 52,816 | 19,738 |
Total Assets | 972,928 | 995,291 |
Current liabilities: | ||
Accounts payable | 35,972 | 40,408 |
Notes payable | 72,811 | 60,953 |
Accrued expenses and other current liabilities | 79,520 | 58,740 |
Advance from customers | 6,589 | 1,526 |
Short-term bank borrowings | 7,029 | 13,301 |
Income tax payables | 655 | 666 |
Bonds payable-current | 29,259 | 0 |
Total Current Liabilities | 231,835 | 175,594 |
Long-term bonds payable | 43,888 | 73,147 |
Long-term bank borrowings | 37,956 | 0 |
Warrant liability | 184 | 1,105 |
Share-based compensation liability | 115 | 18,925 |
Operating lease liabilities | 13,530 | 0 |
Other non-current liabilities | 29,564 | 39,822 |
Total Liabilities | 357,072 | 308,593 |
Commitments and contingencies (Note 16) | ||
Shareholders’ Equity | ||
Common Stock (par value of US$0.0001 per share, 750,000,000 and 750,000,000 shares authorized as of December 31, 2021 and September 30, 2022; 300,530,516 and 309,292,067 shares issued, and 298,843,016 and 307,604,567 shares outstanding as of December 31, 2021 and September 30, 2022) | 31 | 30 |
Additional paid-in capital | 1,398,171 | 1,306,034 |
Statutory reserves | 6,032 | 6,032 |
Accumulated deficit | (757,467) | (632,099) |
Accumulated other comprehensive income/(loss) | (30,911) | 6,701 |
Total Shareholders’ Equity | 615,856 | 686,698 |
Total Liabilities and Shareholders’ Equity | $ 972,928 | $ 995,291 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance for credit losses | $ 5,436 | $ 5,005 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 750,000,000 | 750,000,000 |
Common stock, shares issued (in shares) | 309,292,067 | 300,530,516 |
Common stock, shares outstanding (in shares) | 307,604,567 | 298,843,016 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenues | $ 38,616 | $ 36,894 | $ 139,698 | $ 85,204 |
Cost of revenues | (36,623) | (72,779) | (132,851) | (129,100) |
Gross (loss)/profit | 1,993 | (35,885) | 6,847 | (43,896) |
Operating expenses: | ||||
General and administrative expenses | (22,585) | (57,058) | (83,021) | (67,810) |
Research and development expenses | (11,457) | (13,518) | (33,010) | (23,199) |
Selling and marketing expenses | (5,561) | (7,380) | (17,369) | (14,242) |
Total operating expenses | (39,603) | (77,956) | (133,400) | (105,251) |
Subsidy income | 520 | 545 | 1,233 | 2,676 |
Loss from operations | (37,090) | (113,296) | (125,320) | (146,471) |
Other income and expenses: | ||||
Interest income | 870 | 97 | 1,604 | 304 |
Interest expense | (774) | (1,247) | (2,465) | (4,630) |
Loss on changes in fair value of convertible notes | 0 | 3,018 | 0 | 9,861 |
Gain on changes in fair value of warrant liability | 101 | 1,113 | 921 | 1,113 |
Other (loss) income, net | 349 | (19) | 758 | 25 |
Loss before provision for income taxes | (36,544) | (116,370) | (124,502) | (159,520) |
Income tax expense | 0 | (106) | 0 | (324) |
Net loss | (36,544) | (116,476) | (124,502) | (159,844) |
Less: Accretion of Series C1 Preferred | 0 | 251 | 0 | 2,257 |
Less: Accretion of Series C2 Preferred | 0 | 570 | 0 | 5,132 |
Less: Accretion of Series D1 Preferred | 0 | 1,190 | 0 | 10,708 |
Less: Accretion for noncontrolling interests | 0 | 1,516 | 0 | 9,523 |
Net loss attributable to Common Stock shareholders of Microvast Holdings, Inc. | $ (36,544) | $ (120,003) | $ (124,502) | $ (187,464) |
Net loss per share attributable to Common Stock shareholders of Microvast Holdings, Inc. | ||||
Basic net loss per share (in dollars per share) | $ (0.12) | $ (0.49) | $ (0.41) | $ (1.27) |
Diluted net loss per share (in dollars per share) | $ (0.12) | $ (0.49) | $ (0.41) | $ (1.27) |
Weighted average shares used in calculating net loss per share of common stock | ||||
Weighted average shares used in calculating net loss per share of common stock, basic (in shares) | 305,977,372 | 243,861,780 | 301,821,464 | 147,836,650 |
Weighted average shares used in calculating net loss per share of common stock, diluted (in shares) | 305,977,372 | 243,861,780 | 301,821,464 | 147,836,650 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (36,544) | $ (116,476) | $ (124,502) | $ (159,844) |
Foreign currency translation adjustment | (21,002) | (3,130) | (37,612) | (2,373) |
Comprehensive loss | $ (57,546) | $ (119,606) | $ (162,114) | $ (162,217) |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT)/EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional paid-in capital | Accumulated deficit | Accumulated other Comprehensive Income (loss) | Statutory reserves |
Beginning balance (in shares) at Dec. 31, 2020 | 99,028,297 | |||||
Beginning balance at Dec. 31, 2020 | $ (384,602) | $ 6 | $ 0 | $ (397,996) | $ 7,356 | $ 6,032 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (159,844) | (159,844) | ||||
Accretion for Series C1 Preferred | (2,257) | (2,257) | ||||
Accretion for Series C2 Preferred | (5,132) | (5,132) | ||||
Accretion for Series D1 Preferred | (10,708) | (10,708) | ||||
Accretion for redeemable noncontrolling interests | (5,841) | (5,841) | ||||
Accretion for the exiting noncontrolling interests | (3,682) | (3,682) | ||||
Issuance of common stock upon the reverse recapitalization, net of issuance costs of $42.8 million (in shares) | 191,254,950 | |||||
Issuance of common stock upon the reverse recapitalization, net of issuance costs of $42.8 million | 1,241,671 | $ 23 | 1,241,648 | |||
Share-based compensation (in shares) | 8,551,647 | |||||
Share-based compensation | 49,552 | $ 1 | 49,551 | |||
Foreign currency translation adjustments | (2,373) | (2,373) | ||||
Ending balance (in shares) at Sep. 30, 2021 | 298,834,894 | |||||
Ending balance at Sep. 30, 2021 | 716,784 | $ 30 | 1,291,199 | (585,460) | 4,983 | 6,032 |
Beginning balance (in shares) at Jun. 30, 2021 | 99,028,297 | |||||
Beginning balance at Jun. 30, 2021 | (451,306) | $ 6 | 0 | (465,457) | 8,113 | 6,032 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (116,476) | (116,476) | ||||
Accretion for Series C1 Preferred | (251) | (251) | ||||
Accretion for Series C2 Preferred | (570) | (570) | ||||
Accretion for Series D1 Preferred | (1,190) | (1,190) | ||||
Accretion for redeemable noncontrolling interests | (658) | (658) | ||||
Accretion for the exiting noncontrolling interests | (858) | (858) | ||||
Issuance of common stock upon the reverse recapitalization, net of issuance costs of $42.8 million (in shares) | 191,254,950 | |||||
Issuance of common stock upon the reverse recapitalization, net of issuance costs of $42.8 million | 1,241,671 | $ 23 | 1,241,648 | |||
Share-based compensation (in shares) | 8,551,647 | |||||
Share-based compensation | 49,552 | $ 1 | 49,551 | |||
Foreign currency translation adjustments | (3,130) | (3,130) | ||||
Ending balance (in shares) at Sep. 30, 2021 | 298,834,894 | |||||
Ending balance at Sep. 30, 2021 | 716,784 | $ 30 | 1,291,199 | (585,460) | 4,983 | 6,032 |
Beginning balance (in shares) at Dec. 31, 2021 | 298,843,016 | |||||
Beginning balance at Dec. 31, 2021 | 686,698 | $ 30 | 1,306,034 | (632,099) | 6,701 | 6,032 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | $ (124,502) | (124,502) | ||||
Accounting standards update | Accounting Standards Update 2016-13 [Member] | |||||
Issuance of common stock in connection with vesting of share-based awards (in shares) | 8,761,551 | |||||
Issuance of common stock in connection with vesting of share-based awards | $ 0 | $ 1 | (1) | |||
Share-based compensation | 92,138 | 92,138 | ||||
Foreign currency translation adjustments | (37,612) | (37,612) | ||||
Ending balance (in shares) at Sep. 30, 2022 | 307,604,567 | |||||
Ending balance at Sep. 30, 2022 | 615,856 | $ 31 | 1,398,171 | (757,467) | (30,911) | 6,032 |
Beginning balance (in shares) at Jun. 30, 2022 | 300,859,266 | |||||
Beginning balance at Jun. 30, 2022 | 654,004 | $ 30 | 1,378,774 | (720,923) | (9,909) | 6,032 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (36,544) | (36,544) | ||||
Issuance of common stock in connection with vesting of share-based awards (in shares) | 6,745,301 | |||||
Issuance of common stock in connection with vesting of share-based awards | 0 | $ 1 | (1) | |||
Share-based compensation | 19,398 | 19,398 | ||||
Foreign currency translation adjustments | (21,002) | (21,002) | ||||
Ending balance (in shares) at Sep. 30, 2022 | 307,604,567 | |||||
Ending balance at Sep. 30, 2022 | $ 615,856 | $ 31 | $ 1,398,171 | $ (757,467) | $ (30,911) | $ 6,032 |
UNAUDITED CONDENSED CONSOLIDA_6
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT)/EQUITY (Parentheticals) - shares shares in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||
Issuance of common stock upon the reverse recapitalization | 42.8 | 42.8 |
UNAUDITED CONDENSED CONSOLIDA_7
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (124,502) | $ (159,844) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss on disposal of property, plant and equipment | 11 | 6 |
Depreciation of property, plant and equipment | 15,161 | 14,398 |
Amortization of land use right and intangible assets | 420 | 499 |
Noncash lease expenses | 1,662 | 0 |
Share-based compensation | 72,925 | 58,290 |
Changes in fair value of warrant liability | (921) | (1,113) |
Changes in fair value of convertible notes | 0 | 9,861 |
Allowance of credit losses | 337 | 261 |
Provision for obsolete inventories | 3,148 | 12,667 |
Impairment loss from property, plant and equipment | 1,546 | 867 |
Product warranty | 8,263 | 44,610 |
Changes in operating assets and liabilities: | ||
Notes receivable | 1,386 | 10,782 |
Accounts receivable | (5,024) | 9,425 |
Inventories | (39,517) | (15,127) |
Prepaid expenses and other current assets | (3,764) | (6,874) |
Amount due from/to related parties | 85 | (128) |
Operating lease right-of-use assets | (19,284) | 0 |
Other non-current assets | 216 | 52 |
Notes payable | 19,942 | 6,868 |
Accounts payable | (529) | (5,944) |
Advance from customers | 5,608 | (130) |
Accrued expenses and other liabilities | (12,203) | (6,371) |
Operating lease liabilities | 15,389 | 0 |
Other non-current liabilities | 1,050 | 2,292 |
Net cash used in operating activities | (58,595) | (24,653) |
Cash flows from investing activities | ||
Purchases of property, plant and equipment | (84,722) | (40,718) |
Proceeds on disposal of property, plant and equipment | 3 | 0 |
Net cash used in investing activities | (84,719) | (40,718) |
Cash flows from financing activities | ||
Proceeds from borrowings | 58,708 | 26,603 |
Repayment of bank borrowings | (24,482) | (15,665) |
Loans borrowing from related parties | 0 | 8,426 |
Repayment of related party loans | 0 | (8,426) |
Merger and Private Investment in Public Equity (“PIPE”) financing | 0 | 747,791 |
Payment for transaction fee in connection with the merger | 0 | (42,821) |
Payment to exited noncontrolling interests | 0 | (139,038) |
Issuance of convertible notes | 0 | 57,500 |
Net cash generated from financing activities | 34,226 | 634,370 |
Effect of exchange rate changes | (11,322) | 2,314 |
Decrease in cash, cash equivalents and restricted cash | (120,410) | 571,313 |
Cash, cash equivalents and restricted cash at beginning of the period | 536,109 | 41,196 |
Cash, cash equivalents and restricted cash at end of the period | 415,699 | 612,509 |
Cash and cash equivalents | 295,816 | 572,609 |
Restricted cash | 119,883 | 39,900 |
Total cash, cash equivalents and restricted cash | $ 415,699 | $ 612,509 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONSMicrovast Holdings, Inc. (“Microvast” or the “Company”) and its subsidiaries (collectively, the “Group”) are primarily engaged in developing, manufacturing, and selling electronic power products for electric vehicles primarily in the Asia & Pacific region and Europe. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES Basis of presentation and use of estimates The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. The unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Security and Exchange Commission and U.S. generally accepted accounting standards (“U.S. GAAP”) for interim financial reporting. Accordingly, certain information and disclosures normally included in the notes to the annual financial statements prepared in accordance with U.S. GAAP have been omitted from these interim financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the period ended December 31, 2021 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2022, which provides a more complete discussion of the Company’s accounting policies and certain other information. In the opinion of the management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (which include normal recurring adjustments) necessary for a fair statement of financial results for the interim periods presented. The Company believes that the disclosures are adequate to make the information presented not misleading. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending December 31, 2022. The financial information as of December 31, 2021 included on the condensed consolidated balance sheets is derived from the Group’s audited consolidated financial statements for the year ended December 31, 2021. Except for the adoption of ASU 2016-02, Leases (Topic 842) and ASU 2016-13, Financial Instruments — Credit Losses (Topic 326) on January 1, 2022, there have been no significant changes to the significant accounting policies disclosed in Note 2 of the audited consolidated financial statements as of December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020, and 2019. Significant accounting estimates reflected in the Group’s financial statements include allowance for credit losses, provision for obsolete inventories, impairment of long-lived assets, valuation allowance for deferred tax assets, product warranty, fair value measurement of warrant liability and share based compensation. All intercompany transactions and balances have been eliminated upon consolidation. On July 23, 2021 (the “Closing Date”), Tuscan Holdings Corp. (“Tuscan”), consummated the previously announced merger with Microvast, Inc., a Delaware corporation, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) dated February 1, 2021, between Tuscan, Microvast, Inc. and TSCN Merger Sub Inc., a Delaware corporation (“Merger Sub”), pursuant to which the Merger Sub merged with and into Microvast, Inc., with Microvast, Inc. surviving the merger (the “Business Combination,” and, collectively with the other transactions described in the Merger Agreement, the “Reverse Recapitalization”). As a result of the Business Combination, Tuscan was renamed “Microvast Holdings, Inc.” Basis of presentation and use of estimates-continued The Business Combination is accounted for as a reverse recapitalization under U.S. GAAP. This determination is primarily based on (1) Microvast, Inc.’s stockholders comprising a relative majority of the voting power of the Company and having the ability to nominate the members of the Board, (2) Microvast, Inc.’s operations prior to the Business Combination comprising the only ongoing operations of the Company, and (3) Microvast, Inc.’s senior management comprising a majority of the senior management of the Company. Under this method of accounting, Tuscan is treated as the “acquired” company for financial reporting purposes. Accordingly, the financial statements of the Company represent a continuation of the financial statements of Microvast, Inc. with the Business Combination being treated as the equivalent of Microvast, Inc. issuing stock for the net assets of Tuscan, accompanied by a recapitalization. The net assets of Tuscan are stated at historical costs, with no goodwill or other intangible assets recorded and are consolidated with Microvast Inc.’s financial statements on the Closing Date. Operations prior to the Business Combination are presented as those of Microvast, Inc. The shares and net loss per share available to holders of the Company’s Common Stock, prior to the Business Combination, have been retroactively restated as shares reflecting the Common Exchange Ratio (as defined below) established in the Business Combination Agreement. Each of the options to purchase Microvast, Inc.’s common stock that was outstanding before the Business Combination was converted into options to acquire Common Stock by computing the number of shares and converting the exercise price based on the exchange ratio of 160.3 (the “Common Exchange Ratio”). Emerging Growth Company Pursuant to the JOBS Act, an emerging growth company (the “EGC”) may adopt new or revised accounting standards that may be issued by FASB or the SEC either (i) within the same periods as those otherwise applicable to non-EGCs or (ii) within the same time periods as private companies. The Company intends to take advantage of the exemption for complying with new or revised accounting standards within the same time periods as private companies. Accordingly, the information contained herein may be different than the information provided by other public companies. The Company also intends to take advantage of some of the reduced regulatory and reporting requirements of EGCs pursuant to the JOBS Act so long as the Company qualifies as an EGC, including, but not limited to, an exemption from the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation, and exemptions from the requirements of holding non-binding advisory votes on executive compensation and golden parachute payments. Revenue recognition Nature of Goods and Services The Group’s revenue consists primarily of sales of lithium-ion batteries. The obligation of the Group is providing the electronic power products. Revenue is recognized at the point of time when control of the promised goods or services is transferred to the customer, in an amount that reflects the consideration the Group expects to be entitled to in exchange for the goods or services. Disaggregation of revenue For the three and nine months ended September 30, 2021 and 2022, the Group derived revenues from geographic regions as follows: Revenue recognition-continued Three Months Ended September 30, Nine Months Ended September 30, 2021 2022 2021 2022 People’s Republic of China ('PRC') $ 19,720 $ 26,542 $ 52,012 $ 80,326 Other Asia & Pacific countries 12,072 7,394 21,348 45,420 Asia & Pacific 31,792 33,936 73,360 125,746 Europe 4,908 3,432 11,466 11,062 U.S. 194 1,248 378 2,890 Total $ 36,894 $ 38,616 $ 85,204 $ 139,698 Contract balances Contract balances include accounts receivable and advances from customers. Accounts receivable represent cash not received from customers and are recorded when the rights to consideration is unconditional. The allowance for credit losses reflects the best estimate of probable losses inherent to the accounts receivable balance. Contract liabilities, recorded in advance from customers in the consolidated balance sheets, represent payment received in advance or payment received related to a material right provided to a customer to acquire additional goods or services at a discount in a future period. During the three months ended September 30, 2021 and 2022, the Group recognized $60 and $722 of revenue previously included in advance from customers as of July 1, 2021 and July 1, 2022, respectively. During the nine months ended September 30, 2021 and 2022, the Group recognized $1,381 and $550 of revenue previously included in advance from customers as of January 1, 2021 and January 1, 2022, respectively, which consist of payments received in advance related to its sales of lithium batteries. Share-based compensation Share-based payment transactions with employees are measured based on the grant date fair value of the equity instrument and recognized as compensation expense on a straight-line basis over the requisite service period, with a corresponding impact reflected in additional paid-in capital. For share-based awards granted with performance condition, the compensation cost is recognized when it is probable that the performance condition will be achieved. The Company reassesses the probability of achieving the performance condition at the end of each reporting date and records a cumulative catch-up adjustment for any changes to its assessment. For stock options and performance-based awards with a market condition, such as awards using total shareholder return (“TSR”) as a performance metric, compensation expense is recognized on a straight-line basis over the estimated service period of the award, regardless of whether the market condition is satisfied. Forfeitures are recognized as they occur. Liability-classified awards are remeasured at their fair-value-based measurement as of each reporting date until settlement. Operating leases On January 1, 2022, the Company adopted ASU No. 2016-02, Leases (Topic 842) (“ASC 842”), using the modified retrospective transition method resulting in the recording of operating lease right-of-use (ROU) assets of $18,826 and operating lease liabilities of $18,776 upon adoption. Prior period amounts have not been adjusted and continue to be reported in accordance with the previous accounting guidance. The adoption of the new guidance did not have a material effect on the unaudited condensed consolidated statements of operations. As of September 30, 2022, the Company recorded operating lease right-of-use (ROU) assets of $15,509 and operating lease liabilities of $15,432, including current portion in the amount of $1,902, which was recorded under accrued expenses and other current liabilities on the balance sheet. Operating leases-continued The Company determines if an arrangement is a lease or contains a lease at lease inception. Operating leases are required to record in the statement of financial position as right-of-use assets and lease liabilities, initially measured at the present value of the lease payments. The Company has elected the package of practical expedients, which allows the Company not to reassess (1) whether any expired or existing contracts as of the adoption date are or contain a lease, (2) lease classification for any expired or existing leases as of the adoption date and (3) initial direct costs for any expired or existing leases as of the adoption date. The Company also elected the practical expedient not to separate lease and non-lease components of contracts. Lastly, for lease assets other than real estate, such as printing machine and electronic appliances, the Company elected the short-term lease exemption as their lease terms are 12 months or less. As the rate implicit in the lease is not readily determinable, the Company estimates its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is estimated in a portfolio approach to approximate the interest rate on a collateralized basis with similar terms and payments in a similar economic environment. Lease expense is recorded on a straight-line basis over the lease term. Warrant Liability The Company accounts for warrants in accordance with the guidance contained in ASC 815-40 under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. As the Private Warrants (as defined in Note 10 – Warrants) meet the definition of a derivative as contemplated in ASC 815, the Company classifies the Private Warrants as liabilities. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the condensed statements of operations. The Private Warrants are valued using a Monte Carlo simulation model on the basis of the quoted market price of Public Warrants (as defined in Note 10 – Warrants). Recent accounting pronouncements adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The guidance supersedes existing guidance on accounting for leases with the main difference being that operating leases are to be recorded in the statement of financial position as right-of-use assets and lease liabilities, initially measured at the present value of the lease payments. For operating leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. For public companies, the guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application of the guidance is permitted. In July 2018, ASU 2016-02 was updated with ASU 2018-11, Targeted Improvements to ASC 842, which provides entities with relief from the costs of implementing certain aspects of the new leasing standard. Specifically, under the amendments in ASU 2018-11, (1) entities may elect not to recast the comparative periods presented when transitioning to ASC 842 and (2) lessors may elect not to separate lease and non-lease components when certain conditions are met. Before ASU 2018-11 was issued, transition to the new lease standard required application of the new guidance at the beginning of the earliest comparative period presented in the financial statements. As an EGC, the Company adopted this standard on January 1, 2022, and elected not to recast the comparative periods presented. The adoption did not have a material impact on the Company's unaudited condensed consolidated statements of operations or consolidated statements of cash flows, and the adoption of Topic 842 did not result in a cumulative-effect adjustment to retained earnings. Further information is disclosed in Note 12 – Leases. Recent accounting pronouncements adopted-continued In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. As an EGC, the Company adopted this standard on January 1, 2022, using a modified retrospective transition method and did not restate the comparable periods, which resulted in a cumulative-effect adjustment to decrease the opening balance of retained earnings on January 1, 2022 by $866. The adoption did not have a material impact on the Company’s unaudited condensed consolidated financial statements. Recent accounting pronouncements not yet adopted In August 2020, the FASB issued ASU 2020-06, “Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40)-Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted net income per share calculation in certain areas. For SEC filers, excluding smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2021 including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. For all other entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company is currently evaluating the impact that ASU 2020-06 may have on the condensed consolidated financial statements and related disclosures. |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | ACCOUNTS RECEIVABLE Accounts receivable consisted of the following: December 31, September 30, Accounts receivable $ 93,722 $ 88,143 Allowance for credit losses (5,005) (5,436) Accounts receivable, net $ 88,717 $ 82,707 NOTE 3. ACCOUNTS RECEIVABLE-continued Movement of allowance for credit losses was as follows: Three Months Ended Nine Months Ended 2021 2022 2021 2022 Balance at beginning of the period $ 4,743 $ 5,828 $ 5,047 $ 5,005 Cumulative-effect adjustment upon adoption of ASU2016-13, Financial instruments- Credit losses (Topic 326) — — — 866 Charges (Reversal) of expenses 457 (43) 261 337 Write off (415) (12) (546) (165) Exchange difference 11 (337) 34 (607) Balance at end of the period $ 4,796 $ 5,436 $ 4,796 $ 5,436 |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories consisted of the following: December 31, September 30, Work in process $ 20,760 $ 39,739 Raw materials 25,266 30,632 Finished goods 7,398 11,891 Total $ 53,424 $ 82,262 Provision for obsolete inventories at $6,569 and $1,229 were recognized for the three months ended September 30, 2021 and 2022, respectively. Provision for obsolete inventories at $12,667 and $3,148 were recognized for the nine months ended September 30, 2021 and 2022, respectively. |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 9 Months Ended |
Sep. 30, 2022 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES December 31, September 30, Product warranty, current $ 20,922 $ 12,350 Payables for purchase of property, plant and equipment 18,500 38,044 Other current liabilities 10,636 11,753 Accrued payroll and welfare 3,476 3,863 Accrued expenses 2,444 3,894 Interest payable 1,836 1,919 Other tax payable 926 5,795 Operating lease liabilities, current — 1,902 Total $ 58,740 $ 79,520 |
PRODUCT WARRANTY
PRODUCT WARRANTY | 9 Months Ended |
Sep. 30, 2022 | |
Product Warranties Disclosures [Abstract] | |
PRODUCT WARRANTY | PRODUCT WARRANTY Movement of product warranty was as follows: Three Months Ended Nine Months Ended 2021 2022 2021 2022 Balance at beginning of the period $ 25,543 $ 43,703 $ 19,356 $ 58,458 Provided during the period 35,553 2,028 44,610 8,263 Utilized during the period (9,229) (4,357) (12,099) (22,957) Exchange difference — (2,467) — (4,857) Balance at end of the period $ 51,867 $ 38,907 $ 51,867 $ 38,907 December 31, September 30, Product warranty – current $ 20,922 $ 12,350 Product warranty – non-current 37,536 26,557 Total $ 58,458 $ 38,907 |
BANK BORROWINGS
BANK BORROWINGS | 9 Months Ended |
Sep. 30, 2022 | |
Bank Borrowings [Abstract] | |
BANK BORROWINGS | BANK BORROWINGS On September 27, 2022, the Group entered into a $111 million (RMB800 million) loan facilities agreement with a group of lenders led by a PRC Bank (the "2022 Facility Agreement"). The 2022 Facility Agreement has an effective drawdown period until June 9, 2023 and the interest rate is prime plus 115 basis points where prime is based on Loan Prime Rate published by the National Inter-bank Funding Center of the PRC. The interest is payable on a quarterly basis. The loan facilities can only be used for the construction project of manufacturing capacity expansion at the Group’s facility located in Huzhou, China. The 2022 Facility Agreement contains certain customary restrictive covenants, including but not limited to disposal of assets and dividend distribution without consent of the lender, and certain customary events of default. The repayment schedule of the 2022 Facility Agreement is listed in the below table. As of September 30, 2022, the Group had outstanding borrowings of $42,173 under the 2022 Facility Agreement. Repayment Date Repayment Amount June 10, 2023 $4.2 million (RMB30 million) December 10, 2023 $9.8 million (RMB70 million) June 10, 2024 $14.1 million (RMB100 million) December 10, 2024 $14.1 million (RMB100 million) June 10, 2025 $14.1 million (RMB100 million) December 10, 2025 $14.1 million (RMB100 million) June 10, 2026 $21.1 million (RMB150 million) December 10, 2026 $21.1 million (RMB150 million) NOTE 7. BANK BORROWINGS-continued The Group also entered into short-term loan agreements and bank facilities with Chinese banks. The original terms of the loans from Chinese banks are within 12 months and the interest rates range from 4.50% to 4.75% per annum . Changes in bank borrowings are as follows: Three Months Ended Nine Months Ended 2021 2022 2021 2022 Beginning balance $ 26,458 $ 8,807 $ 12,184 $ 13,301 Proceeds from bank borrowings — 45,242 26,603 58,708 Repayments of principal (3,400) (7,150) (15,665) (24,482) Exchange difference (207) (1,914) (271) (2,542) Ending balance $ 22,851 $ 44,985 $ 22,851 $ 44,985 Balance of bank borrowings includes: December 31, September 30, Current $ 13,301 $ 7,029 Non-current — 37,956 Total $ 13,301 $ 44,985 Certain assets of the Group have been pledged to secure the above bank facilities granted to the Group. The aggregate carrying amount of the assets pledged by the Group as of December 31, 2021 and September 30, 2022 are as follows: December 31, September 30, Buildings $ 31,361 $ 26,836 Machinery and equipment 7,376 — Land use rights 4,470 12,328 Total $ 43,207 $ 39,164 |
OTHER NON-CURRENT LIABILITIES
OTHER NON-CURRENT LIABILITIES | 9 Months Ended |
Sep. 30, 2022 | |
Other Liabilities, Noncurrent [Abstract] | |
OTHER NON-CURRENT LIABILITIES | OTHER NON-CURRENT LIABILITIES December 31, September 30, Product warranty - non-current $ 37,536 $ 26,557 Deferred subsidy income- non-current 2,286 3,007 Total $ 39,822 $ 29,564 |
BONDS PAYABLE
BONDS PAYABLE | 9 Months Ended |
Sep. 30, 2022 | |
Bonds Payable [Abstract] | |
BONDS PAYABLE | BONDS PAYABLE December 31, September 30, Bonds payable-current Huzhou Saiyuan Equity Investment Partnership Firm (Limited Partnership) ("Huzhou Saiyun") $ — $ 29,259 Total $ — $ 29,259 Long–term bonds payable Huzhou Saiyuan $ 73,147 $ 43,888 Total $ 73,147 $ 43,888 On December 29, 2018, MPS signed an agreement with Huzhou Saiyuan, an entity established by the local government, to issue convertible bonds to Huzhou Saiyuan for a total consideration of $87,776 (RMB600 million). The Company pledged its 12.39% equity holding over MPS to Huzhou Saiyuan to facilitate the issuance of convertible bonds. As of September 30, 2022, the subscription and outstanding balance of the convertible bonds was $73,147 (RMB500 million). If the subscribed bonds are not repaid by the maturity date, Huzhou Saiyuan has the right to dispose of the equity interests pledged by the Company in proportion to the amount of matured bonds, or convert the bond to the equity interests of MPS within 60 days after the maturity date. If Huzhou Saiyuan decides to convert the bonds to equity interests of MPS, the equity interests pledged would be released and the convertible bonds should be converted to the equity interest of MPS based on the entity value of MPS at $950,000. On September 28, 2020, MPS signed a supplemental agreement for extension on repayment of convertible bonds to Huzhou Saiyuan, and the terms on repayments and interests are as follows. Issuance Date Subscribed Amount Maturity Date Repayment Amount Annual February 1, 2019 $29,259 (RMB200 million) June 30, 2023 $29,259 (RMB200 million) 3%~4% December 31, 2018 $29,259 (RMB200 million) April 28, 2024 $14,629 (RMB100 million) 0%~4% July 11, 2024 $7,315 (RMB50 million) 0%~4% October 1, 2024 $7,315 (RMB50 million) 0%~4% January 1, 2020 $14,629 (RMB100 million) April 13, 2026 $14,629 (RMB100 million) 3%~4% In September 2022, MPS entered into supplement agreements with Huzhou Saiyuan to change the repayment schedule as follows: (i) $14,629 (RMB100 million) will be repaid, together with interest accrued, on or before November 10, 2022, (ii) $14,630 (RMB100 million) will be repaid, together with interest accrued, on or before December 31, 2022, and (iii) the remaining $43,888 (RMB300 million) will be repaid, together with interest accrued, on or before January 31, 2027. The applicable interest rate will be increased to 12% if the Group is in default on the repayment of the bonds at the respective due dates. The remaining terms and conditions of the convertible bonds are unchanged. Convertible Notes at Fair Value (the “Bridge Notes”) On January 4, 2021, the Company entered into a note purchase agreement to issue $57,500 convertible promissory notes to certain investors, fully due and payable on the third anniversary of the initial closing date. The notes bore no interest, provided, however, if a liquidity event (“Liquidity Event”) had not occurred prior to June 30, 2022, an interest rate of 6% would be applied retrospectively from the date of initial closing. The conversion of the promissory notes was contingent upon the occurrence of a Private Investment in Public Equity (“PIPE”) financing, a Liquidity Event or a new financing after June 30, 2022 but before the maturity date (“Next Financing”). The fair value option was elected for the measurement of the convertible notes. Changes in fair value, a loss of $3,018 and $9,861 were recorded in the unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2021, respectively. On July 23, 2021, upon the completion of the Business Combination between Microvast, Inc. and Tuscan, the convertible promissory notes were converted into 6,736,106 shares of Common Stock of the combined company. |
WARRANTS
WARRANTS | 9 Months Ended |
Sep. 30, 2022 | |
Warrants [Abstract] | |
WARRANTS | WARRANTS The Company assumed 27,600,000 publicly-traded warrants (“Public Warrants”) and 837,000 private placement warrants issued to Tuscan Holdings Acquisition LLC (the “Sponsor”) and EarlyBirdCapital, Inc. (“EarlyBirdCapital”) (“Private Warrants” and together with the Public Warrants, the “Warrants”) upon the Business Combination, all of which were issued in connection with Tuscan’s initial public offering (other than 150,000 Private Warrants that were issued in connection with the closing of the Business Combination) and entitle the holder to purchase one share of the Company’s Common Stock at an exercise price of $11.50 per share. During the three and nine months ended September 30, 2022, none of the Public Warrants or the Private Warrants were exercised. The Public Warrants became exercisable 30 days after the completion of the Business Combination. No Warrants were exercisable for cash until the Company registered Common Stock issuable upon exercise of the Warrants with the SEC. Since the registration of shares was not completed within 90 days following the Business Combination, warrant holders were able to exercise Warrants on a net-share settlement basis until the registration statement became effective on June 8, 2022. The Public Warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. Once the Public Warrants became exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption; • if, and only if, the reported last sale price of the Company’s Common Stock equals or exceeds $18.00 per share for any 20-trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to the warrant holders; and • if, and only if, there is a current registration statement in effect with respect to the shares of Common Stock underlying the warrants. The Company classified the Public Warrants as equity. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a net-share settlement basis. The Private Warrants are identical to the Public Warrants, except that the Private Warrants will be exercisable for cash or on a net-share settlement basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. In addition, so long as the Private Warrants are held by EarlyBirdCapital and its designee, the Private Warrants will expire five years from the effective date of the Business Combination. The exercise price and number of shares of Common Stock issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the Warrants will not be adjusted for issuance of Common Stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Warrants. The private warrant liability was remeasured at fair value as of September 30, 2022, resulting in a gain of $101 and $921 for the three and nine months ended September 30, 2022, classified within changes in fair value of warrant liability in the unaudited condensed consolidated statements of operations, respectively. The Private Warrants were valued using the following assumptions under the Monte Carlo Model that assumes optimal exercise of the Company’s redemption option at the earliest possible date: September 30, Market price of public stock $ 1.81 Exercise price $ 11.50 Expected term (years) 3.82 Volatility 67.38 % Risk-free interest rate 4.09 % Dividend rate 0.00 % The market price of public stock is the quoted market price of the Company’s Common Stock as of the valuation date. The exercise price is extracted from the warrant agreements. The expected term is derived from the exercisable years based on the warrant agreements. The expected volatility is a blend of implied volatility from the Company’s own public warrant pricing and the average volatility of peer companies. The risk-free interest rate was estimated based on the market yield of US Government Bond with maturity close to the expected term of the warrants. The dividend yield was estimated by the Company based on its expected dividend policy over the expected term of the warrants. |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENT | FAIR VALUE MEASUREMENT Measured or disclosed at fair value on a recurring basis The Group measured its financial assets and liabilities, including cash and cash equivalents, restricted cash and warrant liability at fair value on a recurring basis as of December 31, 2021 and September 30, 2022. Cash and cash equivalents and restricted cash are classified within Level 1 of the fair value hierarchy because they are valued based on the quoted market price in an active market. The fair value of the warrant liability is based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. In determining the fair value of the warrant liability, the Company used the Monte Carlo Model that assumes optimal exercise of the Company’s redemption option at the earliest possible date. See Note 10 – Warrants. As of December 31, 2021 and September 30, 2022, information about inputs for the fair value measurements of the Group’s assets and liabilities that are measured at fair value on a recurring basis in periods subsequent to their initial recognition is as follows: Fair Value Measurement as of December 31, 2021 (In thousands) Quoted Prices in Active Market Significant Other Significant Unobservable Inputs Total Cash and cash equivalents $ 480,931 — — $ 480,931 Restricted cash 55,178 — — 55,178 Total financial asset $ 536,109 — — $ 536,109 Warrant liability $ — — 1,105 $ 1,105 Total financial liability $ — — 1,105 $ 1,105 Measured or disclosed at fair value on a recurring basis-continued Fair Value Measurement as of September 30, 2022 (In thousands) Quoted Prices in Active Market Significant Other Significant Unobservable Inputs Total Cash and cash equivalents $ 295,816 — — $ 295,816 Restricted cash $ 119,883 — — $ 119,883 Total financial asset $ 415,699 — — $ 415,699 Warrant liability $ — — 184 $ 184 Total financial liability $ — — 184 $ 184 The following is a reconciliation of the beginning and ending balances for Level 3 convertible notes during the nine months ended September 30, 2021: (In thousands) Convertible Notes Balance as of December 31, 2020 $ — Issuance of convertible notes $ 57,500 Changes in fair value of convertible notes $ 9,861 Conversion as of Merger $ (67,361) Balance as of September 30, 2021 $ — The following is a reconciliation of the beginning and ending balances for Level 3 warrant liability during the nine months ended September 30, 2021 and 2022: (In thousands) Nine Months Ended September 30, 2021 2022 Balance at the beginning of the period — $ 1,105 Assumed warrant liability upon Merger 3,574 — Changes in fair value (1,113) (921) Balance at end of the period $ 2,461 $ 184 Measured or disclosed at fair value on a nonrecurring basis The Group measured the long-lived assets using the income approach—discounted cash flow method, when events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
LEASES | LEASES The Group has operating leases for office spaces and warehouses. Certain leases include renewal options and/or termination options, which are factored into the Group's determination of lease payments when appropriate. Operating lease cost for the three and nine months ended September 30, 2022 was $743 and $2,290, respectively, which excluded cost of short-term contracts. Short-term lease cost for the three and nine months ended September 30, 2022 was $87 and $296, respectively. As of September 30, 2022, the weighted average remaining lease term was 11.9 years and weighted average discount rate was 4.9% for the Group's operating leases. Supplemental cash flow information of the leases were as follows: Nine months ended September 30, 2022 Cash payments for operating leases $ 2,330 Right-of-use assets obtained in exchange for new operating lease liabilities $ 452 The following is a maturity analysis of the annual undiscounted cash flows for lease liabilities as of September 30, 2022: As of September 30, 2022 Three months period ending December 31, 2022 $ 709 2023 $ 2,480 2024 $ 1,870 2025 $ 1,391 2026 $ 1,369 2027 $ 1,369 Thereafter $ 11,064 Total future lease payments $ 20,252 Less: Imputed interest $ (4,820) Present value of operating lease liabilities $ 15,432 |
SHARE-BASED PAYMENT
SHARE-BASED PAYMENT | 9 Months Ended |
Sep. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
SHARE-BASED PAYMENT | SHARE-BASED PAYMENTOn July 21, 2021, the Company adopted the Microvast Holdings, Inc. 2021 Equity Incentive Plan (the “2021 Plan”), effective upon the Closing Date. The 2021 Plan provides for the grant of incentive and non-qualified stock option, restricted stock units, restricted share awards, stock appreciation awards, and cash-based awards to employees, directors, and consultants of the Company. Options awarded under the 2021 Plan expire no more than 10 years from the date of grant. Concurrently with the closing of the Business Combination, the share awards granted under 2012 Share Incentive Plan of Microvast, Inc. (the "2012 Plan") were rolled over by removing original performance conditions and converting into options and capped non-vested share units with modified vesting schedules, using the Common Exchange Ratio of 160.3. The 2021 Plan reserved 5% of the fully-diluted shares of Common Stock outstanding immediately following the Closing Date plus the shares underlying awards rolled over from the 2012 Plan for issuance in accordance with the 2021 Plan’s terms. On April 14, 2022, the Company's former Chief Financial Officer's ("Former CFO") employment with the Company terminated. Simultaneously, a transition services agreement was entered into between the Company and the Former CFO for the provision of advisory services to the Company with an initial term of 18 months commencing on the date of the Former CFO's termination of employment. Upon the Former CFO's termination of employment, all 1,122,100 stock options and 2,860,713 capped non-vested share units held by the Former CFO immediately vested in full and a $4,897 cash payment was made to the Former CFO related to the settlement of capped non-vested share units. The Former CFO's stock options remain exercisable until three months following the termination of his transition services agreement with the Company. Because he continues to provide advisory services to the Company, the Former CFO is an eligible person rendering services under the 2012 Plan, and the accelerated vesting and extended exercise period of his stock options were in accordance with the terms and conditions of the Former CFO's employment agreement and stock option award agreement. As such, the changes are not considered a modification under ASC 718. During the nine months ended September 30, 2022, $16,778 of share-based compensation expense was recognized in connection with the vesting of the Former CFO's awards. Stock options On April 14, 2022 and June 7, 2022, the Company granted 1,800,000 and 600,000 stock options to two new executive officers and two employees, subject to service conditions, respectively. The service conditions require the participant’s continued employment with the Company through the applicable vesting dates. On July 7, 2022, the Company granted 500,000 stock options to an employee with an exercise price of $2.42. The vesting of these options is subject to a service condition of continued employment with the Company through the applicable vesting dates and performance condition which requires the achievement of certain performance criteria as defined in the award agreement. The criteria is probable to achieve and therefore related expenses were recognized. The grant date fair value of the stock options was determined using the Black Scholes model with the following assumptions: Nine months ended September 30, 2022 Exercise price $ 2.42 ~ $ 5.69 Expected terms (years) 6.00 Volatility 56.16 % ~ 57.84 % Risk-free interest rate 2.79 % ~ 3.02 % Expected dividend yields 0.00% Weighted average fair value of options granted $ 1.33 ~ $ 3.19 The exercise prices for each award were extracted from the option agreements. The expected terms for each award were derived using the simplified method, and is estimated to occur at the midpoint of the vesting date and the expiration date. The volatility of the underlying common stock during the lives of the options was estimated based on the historical stock price volatility of comparable listed companies over a period comparable to the expected term of the options. Risk-free interest rate was estimated based on the market yield of US Government Bonds with maturity close to the expected term of the options. The dividend yield was estimated by the Company based on its expected dividend policy over the expected term of the options. During the three and nine months ended September 30, 2022, the Company recorded share-based compensation expense of $14,081 and $46,043 related to the option awards, respectively. Stock options-continued Stock options activity for the nine months ended September 30, 2021 and 2022 was as follows (all stock award activity was retroactively restated to reflect the conversion in July 2021): Stock options life Number of Shares Weighted Average Exercise Price Weighted Average Grant Date Weighted Average Remaining Outstanding as of December 31, 2020 34,737,967 $ 6.19 $ 2.92 9.0 Forfeited (1,186,220) 6.28 3.13 Outstanding as of September 30, 2021 33,551,747 $ 6.19 $ 4.95 8.2 Expected to vest and exercisable as of September 30, 2021 33,551,747 $ 6.19 $ 4.95 8.2 Outstanding as of December 31, 2021 33,503,657 6.19 4.95 7.9 Grant 2,900,000 4.81 2.69 Vested (11,875,830) 6.20 5.00 Forfeited (227,092) 6.28 4.86 Outstanding as of September 30, 2022 24,300,735 $ 6.02 $ 4.70 7.0 Expected to vest and exercisable as of September 30, 2022 24,300,735 $ 6.02 $ 4.70 7.0 The total unrecognized equity-based compensation costs as of September 30, 2022 related to the stock options was $103,243, which is expected to be recognized over a weighted-average period of 1.9 years. The aggregate intrinsic value of the stock options as of September 30, 2022 was $0. Capped Non-vested share units The capped non-vested share units ("CRSUs") represent rights for the holder to receive cash determined by the number of shares granted multiplied by the lower of the fair market value and the capped price, which will be settled in the form of cash payments. The CRSUs were accounted for as liability classified awards. On June 27, 2022, the Board of Directors and Compensation Committee approved a modification of the settlement terms of 20,023,699 CRSUs under the 2021 Plan from cash settlement to share settlement (the “Modification”). Pursuant to the Modification, on each vesting date, if the stock price is higher than the capped price, the number of shares to be issued will be calculated based on the following formula: Number of shares to be issued = Capped price* Number of shares vested /Vesting date stock price If the stock price is equal to or less than the capped price, the Company will grant a fixed number of shares on each vesting date based on the vesting schedule. All other terms of the CRSUs remain unchanged. The Modification resulted in a change of the CRSUs’ classification from liability to equity, as the predominant feature of the modified CRSUs was the granting of a fixed number of shares on each vesting date instead of a fixed monetary amount. The determination of the predominant feature was based on the estimated probability of how the awards will be settled using the Monte Carlo model. At the Modification date, the Company reclassified the amounts previously recorded as a share-based compensation liability to additional paid-in capital. The modified CRSUs were accounted for as an equity award going forward from the date of the Modification with compensation expenses recognized for each tranche at the fair value measured on the modification date. Capped Non-vested share units-continued At the Modification date, the Company used the Monte Carlo valuation model in determining the fair value of the CRSUs with assumptions as follows: Modification Date Expected term (years) 0.07 ~ 2.07 Volatility 50.93 % ~ 73.89 % Risk-free interest rate 1.15 % ~ 3.05 % Expected dividend yields 0.00% Expected term was the time left (in years) from the Modification date to the vesting date based on the terms of the applicable award agreements. The volatility of the underlying common stock was estimated based on the historical stock price volatility of comparable listed companies over a period comparable to the expected term of the awards. Risk-free interest rate was estimated based on the market yield of US Government Bonds with maturity close to the expected term of the awards. The dividend yield was estimated by the Company based on its expected dividend policy over the expected term of the awards. During the three and nine months ended September 30, 2022, the Company recorded share-based compensation expense of $4,367 and $29,481, respectively, related to these CRSUs awards. CRSUs' activity for the nine months ended September 30, 2021 and 2022 was as follows (all award activity was retroactively restated to reflect the conversion in July 2021): Number on Weighted Average Grant Outstanding as of December 31, 2020 23,027,399 $ 0.93 Outstanding as of September 30, 2021 23,027,399 $ 8.74 1 Outstanding as of December 31, 2021 23,027,399 $ 8.74 Vested (9,582,930) $ 4.37 Outstanding as of September 30, 2022 13,444,469 $ 2.38 The total unrecognized equity-based compensation costs as of September 30, 2022 related to CRSUs was $15,798. Restricted Stock Units Following the Business Combination, the Company granted 693,232 restricted stock units (“RSUs”) and 1,274,222 performance-based restricted stock unit (“PSU”) awards subject to service, performance and/or market conditions. The service condition requires the participant’s continued services or employment with the Company through the applicable vesting date, and the performance condition requires the achievement of the performance criteria defined in the award agreement. The market condition is based on the Company’s TSR relative to a comparator group during a specified performance period. Restricted Stock Units-continued The fair value of RSUs is determined by the market closing price of Common Stock at the grant date and is amortized over the vesting period on a straight-line basis. The fair value of PSUs that include vesting based on market conditions are estimated using the Monte Carlo valuation method. For PSU awards with performance conditions, share-based compensation expense is only recognized if the performance conditions become probable to be satisfied. Compensation cost for these awards is amortized on a straight-line basis over the vesting period based on the grant date fair value, regardless of whether the market condition is satisfied. Accordingly, the Company recorded share-based compensation expense of $345 and $1,048 related to these RSUs and $621 and $1,653 related to these PSUs during the three and nine months ended September 30, 2022, respectively. The following assumptions were used for respective period to calculate the fair value of common stock to be issued under TSR awards on the date of grant using the Monte Carlo model: Nine months ended September 30, 2022 Expected term (years) 2.68 Volatility 59.50 % Risk-free interest rate 2.72 % Expected dividend yields 0.00 % Expected term was derived based on the remaining time from the grant date through the end of the performance period. The volatility of the underlying common stock during the lives of the awards was estimated based on the historical stock price volatility of comparable listed companies over a period comparable to the expected term of the awards. Risk-free interest rate was estimated based on the market yield of US Government Bond with maturity close to the expected term of the awards. The dividend yield was estimated by the Company based on its expected dividend policy over the expected term of the awards. The non-vested shares activity for the nine months ended September 30, 2021 and 2022 was as follows: Number of Weighted Outstanding as of December 31, 2020 — — Grant 197,940 9.60 Vested (6,157) 8.52 Outstanding as of September 30, 2021 191,783 9.63 Outstanding as of December 31, 2021 671,441 9.08 Grant 1,239,854 $ 4.93 Vested (86,996) $ 6.96 Forfeited (58,126) $ 7.47 Outstanding as of September 30, 2022 1,766,173 $ 6.33 The total unrecognized equity-based compensation costs as of September 30, 2022 related to the non-vested shares was $7,213. The following summarizes the classification of share-based compensation: Three Months Ended Nine Months Ended Cost of revenues $ 1,964 $ 5,780 General and administrative expenses 12,834 55,528 Research and development expenses 3,193 10,981 Selling and marketing expenses 1,284 5,533 Construction in process 139 403 Total $ 19,414 $ 78,225 |
RELATED PARTY BALANCES AND TRAN
RELATED PARTY BALANCES AND TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY BALANCES AND TRANSACTIONS | RELATED PARTY BALANCES AND TRANSACTIONS Name Relationship with the Group Ochem Chemical Co., Ltd (“Ochem”) Controlled by CEO Ochemate Material Technologies Co., Ltd (“Ochemate”) Controlled by CEO (1) Related party transaction Three Months Ended September 30, Nine Months Ended September 30, 2021 2022 2021 2022 Raw material sold to Ochem $ 113 $ — $ 406 $ — (2) Interest-free loans MPS received certain interest-free loans from related parties, Ochemate and Ochem, for the nine months ended September 30, 2021 and 2022 with aggregated amounts of $8,426 and $0, respectively. The outstanding balance for the amount due from Ochem was $85 as of December 31, 2021 and $0 as of September 30, 2022, respectively. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NET LOSS PER SHARE The following table sets forth the computation of basic and diluted net loss per share for the periods indicated: Three Months Ended September 30, Nine Months Ended 2021 2022 2021 2022 Numerator: Net loss attributable to common stock shareholders $ (120,003) $ (36,544) $ (187,464) $ (124,502) Denominator: Weighted average common stock used in computing basic and diluted net loss per share 243,861,780 305,977,372 147,836,650 301,821,464 Basic and diluted net loss per share $ (0.49) $ (0.12) $ (1.27) $ (0.41) For the three and nine months ended September 30, 2021 and 2022, the following Common Stock outstanding were excluded from the calculation of diluted net loss per share, as their inclusion would have been anti-dilutive for the periods prescribed. Three Months Ended September 30, Nine Months Ended September 30, 2021 2022 2021 2022 Shares issuable upon exercise of stock options 33,641,132 27,032,668 33,869,470 31,529,919 Shares issuable upon vesting of non-vested shares 98,094 1,815,043 33,093 1,282,482 Shares issuable upon vesting of Capped non-vested shares — 15,017,783 — 5,280,978 Shares issuable upon exercise of warrants 21,327,750 28,437,000 7,187,374 28,437,000 Shares issuable upon conversion of Series B2 Preferred 7,153,219 — 8,076,300 — Shares issuable upon conversion of Series C1 Preferred 6,398,475 — 19,896,422 — Shares issuable upon conversion of Series C2 Preferred 4,842,260 — 15,057,284 — Shares issuable upon conversion of Series D1 Preferred 5,335,362 — 16,590,614 — Shares issuable upon conversion of Series D2 Preferred 1,606,919 — 4,996,808 — Shares issuable upon conversion of non-controlling interests of a subsidiary 4,125,761 — 12,829,289 — Shares issuable upon vesting of Earn-out shares 14,999,991 19,999,988 5,054,942 19,999,988 Shares issuable that may be subject to cancellation 1,265,625 1,687,500 426,511 1,687,500 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Litigation - Matthew Smith On September 4, 2017, Matthew Smith, a former employee of the Company, sent a demand letter alleging claims for breach of contract (involving stock options). On February 5, 2018, Mr. Smith filed suit against the Company asserting claims for breach of contract and asserting discrimination and retaliation claims. Mr. Smith sought the following relief: (1) a declaration that he owns 2,600 ordinary shares (the equivalent of 416,780 shares following the Business Combination) and (2) various damages and other equitable remedies over $1,000. The Company denied all allegations and wrongful conduct. Following a jury trial in September 2022, the jury returned a unanimous verdict in favor of Microvast, Mr. Wu and Mr. Zheng. All claims by Mr. Smith against Microvast, Mr. Wu and Mr. Zheng have been dismissed with prejudice. No accrual for contingency loss was recorded in the unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2021 and 2022 related to this matter. Capital commitments Capital commitments for construction of property and purchase of property, plant and equipment were $260,513 as of September 30, 2022, which is mainly for the construction of lithium battery production lines. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS U.S. Department of Energy Grant Funding - Polyaramid Separator FacilityIn October 2022, the Company was notified by the U.S. Department of Energy ("DOE") that it had been selected, in collaboration with General Motors, to negotiate and receive $200 million in grant funding as part of President Biden's Bipartisan Infrastructure Law under the DOE's Battery Materials Processing and Battery Manufacturing initiative. The grant funding, together with additional funding to be arranged by the Company, is expected to support the construction of a new polyaramid separator manufacturing facility in the U.S. The specific terms and conditions of the grant funding remain under negotiation. Once finalized, the grant funding will remain subject to the conditions precedent and other terms and conditions to be agreed between the Company and the DOE. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation and use of estimates | Basis of presentation and use of estimates The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. The unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Security and Exchange Commission and U.S. generally accepted accounting standards (“U.S. GAAP”) for interim financial reporting. Accordingly, certain information and disclosures normally included in the notes to the annual financial statements prepared in accordance with U.S. GAAP have been omitted from these interim financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the period ended December 31, 2021 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2022, which provides a more complete discussion of the Company’s accounting policies and certain other information. In the opinion of the management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (which include normal recurring adjustments) necessary for a fair statement of financial results for the interim periods presented. The Company believes that the disclosures are adequate to make the information presented not misleading. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending December 31, 2022. The financial information as of December 31, 2021 included on the condensed consolidated balance sheets is derived from the Group’s audited consolidated financial statements for the year ended December 31, 2021. Except for the adoption of ASU 2016-02, Leases (Topic 842) and ASU 2016-13, Financial Instruments — Credit Losses (Topic 326) on January 1, 2022, there have been no significant changes to the significant accounting policies disclosed in Note 2 of the audited consolidated financial statements as of December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020, and 2019. Significant accounting estimates reflected in the Group’s financial statements include allowance for credit losses, provision for obsolete inventories, impairment of long-lived assets, valuation allowance for deferred tax assets, product warranty, fair value measurement of warrant liability and share based compensation. All intercompany transactions and balances have been eliminated upon consolidation. On July 23, 2021 (the “Closing Date”), Tuscan Holdings Corp. (“Tuscan”), consummated the previously announced merger with Microvast, Inc., a Delaware corporation, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) dated February 1, 2021, between Tuscan, Microvast, Inc. and TSCN Merger Sub Inc., a Delaware corporation (“Merger Sub”), pursuant to which the Merger Sub merged with and into Microvast, Inc., with Microvast, Inc. surviving the merger (the “Business Combination,” and, collectively with the other transactions described in the Merger Agreement, the “Reverse Recapitalization”). As a result of the Business Combination, Tuscan was renamed “Microvast Holdings, Inc.” Basis of presentation and use of estimates-continued The Business Combination is accounted for as a reverse recapitalization under U.S. GAAP. This determination is primarily based on (1) Microvast, Inc.’s stockholders comprising a relative majority of the voting power of the Company and having the ability to nominate the members of the Board, (2) Microvast, Inc.’s operations prior to the Business Combination comprising the only ongoing operations of the Company, and (3) Microvast, Inc.’s senior management comprising a majority of the senior management of the Company. Under this method of accounting, Tuscan is treated as the “acquired” company for financial reporting purposes. Accordingly, the financial statements of the Company represent a continuation of the financial statements of Microvast, Inc. with the Business Combination being treated as the equivalent of Microvast, Inc. issuing stock for the net assets of Tuscan, accompanied by a recapitalization. The net assets of Tuscan are stated at historical costs, with no goodwill or other intangible assets recorded and are consolidated with Microvast Inc.’s financial statements on the Closing Date. Operations prior to the Business Combination are presented as those of Microvast, Inc. The shares and net loss per share available to holders of the Company’s Common Stock, prior to the Business Combination, have been retroactively restated as shares reflecting the Common Exchange Ratio (as defined below) established in the Business Combination Agreement. |
Emerging Growth Company | Emerging Growth Company Pursuant to the JOBS Act, an emerging growth company (the “EGC”) may adopt new or revised accounting standards that may be issued by FASB or the SEC either (i) within the same periods as those otherwise applicable to non-EGCs or (ii) within the same time periods as private companies. The Company intends to take advantage of the exemption for complying with new or revised accounting standards within the same time periods as private companies. Accordingly, the information contained herein may be different than the information provided by other public companies. The Company also intends to take advantage of some of the reduced regulatory and reporting requirements of EGCs pursuant to the JOBS Act so long as the Company qualifies as an EGC, including, but not limited to, an exemption from the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation, and exemptions from the requirements of holding non-binding advisory votes on executive compensation and golden parachute payments. |
Revenue recognition | Revenue recognition Nature of Goods and Services The Group’s revenue consists primarily of sales of lithium-ion batteries. The obligation of the Group is providing the electronic power products. Revenue is recognized at the point of time when control of the promised goods or services is transferred to the customer, in an amount that reflects the consideration the Group expects to be entitled to in exchange for the goods or services. Contract balances Contract balances include accounts receivable and advances from customers. Accounts receivable represent cash not received from customers and are recorded when the rights to consideration is unconditional. The allowance for credit losses reflects the best estimate of probable losses inherent to the accounts receivable balance. Contract liabilities, recorded in advance from customers in the consolidated balance sheets, represent payment received in advance or payment received related to a material right provided to a customer to acquire additional goods or services at a discount in a future period. During the three months ended September 30, 2021 and 2022, the Group recognized $60 and $722 of revenue previously included in advance from customers as of July 1, 2021 and July 1, 2022, respectively. During the nine months ended September 30, 2021 and 2022, the Group recognized $1,381 and $550 of revenue previously included in advance from customers as of January 1, 2021 and January 1, 2022, respectively, which consist of payments received in advance related to its sales of lithium batteries. |
Share-based compensation | Share-based compensation Share-based payment transactions with employees are measured based on the grant date fair value of the equity instrument and recognized as compensation expense on a straight-line basis over the requisite service period, with a corresponding impact reflected in additional paid-in capital. For share-based awards granted with performance condition, the compensation cost is recognized when it is probable that the performance condition will be achieved. The Company reassesses the probability of achieving the performance condition at the end of each reporting date and records a cumulative catch-up adjustment for any changes to its assessment. For stock options and performance-based awards with a market condition, such as awards using total shareholder return (“TSR”) as a performance metric, compensation expense is recognized on a straight-line basis over the estimated service period of the award, regardless of whether the market condition is satisfied. Forfeitures are recognized as they occur. Liability-classified awards are remeasured at their fair-value-based measurement as of each reporting date until settlement. |
Operating leases | Operating leases On January 1, 2022, the Company adopted ASU No. 2016-02, Leases (Topic 842) (“ASC 842”), using the modified retrospective transition method resulting in the recording of operating lease right-of-use (ROU) assets of $18,826 and operating lease liabilities of $18,776 upon adoption. Prior period amounts have not been adjusted and continue to be reported in accordance with the previous accounting guidance. The adoption of the new guidance did not have a material effect on the unaudited condensed consolidated statements of operations. As of September 30, 2022, the Company recorded operating lease right-of-use (ROU) assets of $15,509 and operating lease liabilities of $15,432, including current portion in the amount of $1,902, which was recorded under accrued expenses and other current liabilities on the balance sheet. Operating leases-continued The Company determines if an arrangement is a lease or contains a lease at lease inception. Operating leases are required to record in the statement of financial position as right-of-use assets and lease liabilities, initially measured at the present value of the lease payments. The Company has elected the package of practical expedients, which allows the Company not to reassess (1) whether any expired or existing contracts as of the adoption date are or contain a lease, (2) lease classification for any expired or existing leases as of the adoption date and (3) initial direct costs for any expired or existing leases as of the adoption date. The Company also elected the practical expedient not to separate lease and non-lease components of contracts. Lastly, for lease assets other than real estate, such as printing machine and electronic appliances, the Company elected the short-term lease exemption as their lease terms are 12 months or less. As the rate implicit in the lease is not readily determinable, the Company estimates its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is estimated in a portfolio approach to approximate the interest rate on a collateralized basis with similar terms and payments in a similar economic environment. Lease expense is recorded on a straight-line basis over the lease term. |
Warrant Liability | Warrant Liability The Company accounts for warrants in accordance with the guidance contained in ASC 815-40 under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. As the Private Warrants (as defined in Note 10 – Warrants) meet the definition of a derivative as contemplated in ASC 815, the Company classifies the Private Warrants as liabilities. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the condensed statements of operations. The Private Warrants are valued using a Monte Carlo simulation model on the basis of the quoted market price of Public Warrants (as defined in Note 10 – Warrants). |
Recent accounting pronouncements adopted and not yet adopted | Recent accounting pronouncements adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The guidance supersedes existing guidance on accounting for leases with the main difference being that operating leases are to be recorded in the statement of financial position as right-of-use assets and lease liabilities, initially measured at the present value of the lease payments. For operating leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. For public companies, the guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application of the guidance is permitted. In July 2018, ASU 2016-02 was updated with ASU 2018-11, Targeted Improvements to ASC 842, which provides entities with relief from the costs of implementing certain aspects of the new leasing standard. Specifically, under the amendments in ASU 2018-11, (1) entities may elect not to recast the comparative periods presented when transitioning to ASC 842 and (2) lessors may elect not to separate lease and non-lease components when certain conditions are met. Before ASU 2018-11 was issued, transition to the new lease standard required application of the new guidance at the beginning of the earliest comparative period presented in the financial statements. As an EGC, the Company adopted this standard on January 1, 2022, and elected not to recast the comparative periods presented. The adoption did not have a material impact on the Company's unaudited condensed consolidated statements of operations or consolidated statements of cash flows, and the adoption of Topic 842 did not result in a cumulative-effect adjustment to retained earnings. Further information is disclosed in Note 12 – Leases. Recent accounting pronouncements adopted-continued In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. As an EGC, the Company adopted this standard on January 1, 2022, using a modified retrospective transition method and did not restate the comparable periods, which resulted in a cumulative-effect adjustment to decrease the opening balance of retained earnings on January 1, 2022 by $866. The adoption did not have a material impact on the Company’s unaudited condensed consolidated financial statements. Recent accounting pronouncements not yet adopted In August 2020, the FASB issued ASU 2020-06, “Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40)-Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted net income per share calculation in certain areas. For SEC filers, excluding smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2021 including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. For all other entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company is currently evaluating the impact that ASU 2020-06 may have on the condensed consolidated financial statements and related disclosures. |
Debt instrument term, description | The original terms of the loans from Chinese banks are within 12 months and the interest rates range from 4.50% to 4.75% per annum |
Public Warrants | Once the Public Warrants became exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption; • if, and only if, the reported last sale price of the Company’s Common Stock equals or exceeds $18.00 per share for any 20-trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to the warrant holders; and • if, and only if, there is a current registration statement in effect with respect to the shares of Common Stock underlying the warrants. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Disaggregation of Revenue | For the three and nine months ended September 30, 2021 and 2022, the Group derived revenues from geographic regions as follows: Revenue recognition-continued Three Months Ended September 30, Nine Months Ended September 30, 2021 2022 2021 2022 People’s Republic of China ('PRC') $ 19,720 $ 26,542 $ 52,012 $ 80,326 Other Asia & Pacific countries 12,072 7,394 21,348 45,420 Asia & Pacific 31,792 33,936 73,360 125,746 Europe 4,908 3,432 11,466 11,062 U.S. 194 1,248 378 2,890 Total $ 36,894 $ 38,616 $ 85,204 $ 139,698 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable consisted of the following: December 31, September 30, Accounts receivable $ 93,722 $ 88,143 Allowance for credit losses (5,005) (5,436) Accounts receivable, net $ 88,717 $ 82,707 |
Schedule of Allowance for Credit Losses | Movement of allowance for credit losses was as follows: Three Months Ended Nine Months Ended 2021 2022 2021 2022 Balance at beginning of the period $ 4,743 $ 5,828 $ 5,047 $ 5,005 Cumulative-effect adjustment upon adoption of ASU2016-13, Financial instruments- Credit losses (Topic 326) — — — 866 Charges (Reversal) of expenses 457 (43) 261 337 Write off (415) (12) (546) (165) Exchange difference 11 (337) 34 (607) Balance at end of the period $ 4,796 $ 5,436 $ 4,796 $ 5,436 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consisted of the following: December 31, September 30, Work in process $ 20,760 $ 39,739 Raw materials 25,266 30,632 Finished goods 7,398 11,891 Total $ 53,424 $ 82,262 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | December 31, September 30, Product warranty, current $ 20,922 $ 12,350 Payables for purchase of property, plant and equipment 18,500 38,044 Other current liabilities 10,636 11,753 Accrued payroll and welfare 3,476 3,863 Accrued expenses 2,444 3,894 Interest payable 1,836 1,919 Other tax payable 926 5,795 Operating lease liabilities, current — 1,902 Total $ 58,740 $ 79,520 |
PRODUCT WARRANTY (Tables)
PRODUCT WARRANTY (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Product Warranties Disclosures [Abstract] | |
Schedule of Movement of Product Warranty | Movement of product warranty was as follows: Three Months Ended Nine Months Ended 2021 2022 2021 2022 Balance at beginning of the period $ 25,543 $ 43,703 $ 19,356 $ 58,458 Provided during the period 35,553 2,028 44,610 8,263 Utilized during the period (9,229) (4,357) (12,099) (22,957) Exchange difference — (2,467) — (4,857) Balance at end of the period $ 51,867 $ 38,907 $ 51,867 $ 38,907 |
Schedule of Warranty Cost | December 31, September 30, Product warranty – current $ 20,922 $ 12,350 Product warranty – non-current 37,536 26,557 Total $ 58,458 $ 38,907 |
BANK BORROWINGS (Tables)
BANK BORROWINGS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Bank Borrowings [Abstract] | |
Schedule of Bank Borrowings Repayment | Repayment Date Repayment Amount June 10, 2023 $4.2 million (RMB30 million) December 10, 2023 $9.8 million (RMB70 million) June 10, 2024 $14.1 million (RMB100 million) December 10, 2024 $14.1 million (RMB100 million) June 10, 2025 $14.1 million (RMB100 million) December 10, 2025 $14.1 million (RMB100 million) June 10, 2026 $21.1 million (RMB150 million) December 10, 2026 $21.1 million (RMB150 million) |
Schedule of Bank Borrowings | Changes in bank borrowings are as follows: Three Months Ended Nine Months Ended 2021 2022 2021 2022 Beginning balance $ 26,458 $ 8,807 $ 12,184 $ 13,301 Proceeds from bank borrowings — 45,242 26,603 58,708 Repayments of principal (3,400) (7,150) (15,665) (24,482) Exchange difference (207) (1,914) (271) (2,542) Ending balance $ 22,851 $ 44,985 $ 22,851 $ 44,985 Balance of bank borrowings includes: December 31, September 30, Current $ 13,301 $ 7,029 Non-current — 37,956 Total $ 13,301 $ 44,985 |
Schedule of Banking Facilities and Aggregate Carrying Amount | The aggregate carrying amount of the assets pledged by the Group as of December 31, 2021 and September 30, 2022 are as follows: December 31, September 30, Buildings $ 31,361 $ 26,836 Machinery and equipment 7,376 — Land use rights 4,470 12,328 Total $ 43,207 $ 39,164 |
OTHER NON-CURRENT LIABILITIES (
OTHER NON-CURRENT LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Other Liabilities, Noncurrent [Abstract] | |
Schedule of Other Non-Current Liabilities | December 31, September 30, Product warranty - non-current $ 37,536 $ 26,557 Deferred subsidy income- non-current 2,286 3,007 Total $ 39,822 $ 29,564 |
BONDS PAYABLE (Tables)
BONDS PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Bonds Payable [Abstract] | |
Schedule of Bonds Payable | December 31, September 30, Bonds payable-current Huzhou Saiyuan Equity Investment Partnership Firm (Limited Partnership) ("Huzhou Saiyun") $ — $ 29,259 Total $ — $ 29,259 Long–term bonds payable Huzhou Saiyuan $ 73,147 $ 43,888 Total $ 73,147 $ 43,888 |
Schedule of Bank Borrowings Repayment and Interest | On September 28, 2020, MPS signed a supplemental agreement for extension on repayment of convertible bonds to Huzhou Saiyuan, and the terms on repayments and interests are as follows. Issuance Date Subscribed Amount Maturity Date Repayment Amount Annual February 1, 2019 $29,259 (RMB200 million) June 30, 2023 $29,259 (RMB200 million) 3%~4% December 31, 2018 $29,259 (RMB200 million) April 28, 2024 $14,629 (RMB100 million) 0%~4% July 11, 2024 $7,315 (RMB50 million) 0%~4% October 1, 2024 $7,315 (RMB50 million) 0%~4% January 1, 2020 $14,629 (RMB100 million) April 13, 2026 $14,629 (RMB100 million) 3%~4% |
WARRANTS (Tables)
WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Warrants [Abstract] | |
Schedule of Under the Binomial-Lattice Model (“BLM”) that Assumes Optimal Exercise of the Company’s Redemption Option | The Private Warrants were valued using the following assumptions under the Monte Carlo Model that assumes optimal exercise of the Company’s redemption option at the earliest possible date: September 30, Market price of public stock $ 1.81 Exercise price $ 11.50 Expected term (years) 3.82 Volatility 67.38 % Risk-free interest rate 4.09 % Dividend rate 0.00 % |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | As of December 31, 2021 and September 30, 2022, information about inputs for the fair value measurements of the Group’s assets and liabilities that are measured at fair value on a recurring basis in periods subsequent to their initial recognition is as follows: Fair Value Measurement as of December 31, 2021 (In thousands) Quoted Prices in Active Market Significant Other Significant Unobservable Inputs Total Cash and cash equivalents $ 480,931 — — $ 480,931 Restricted cash 55,178 — — 55,178 Total financial asset $ 536,109 — — $ 536,109 Warrant liability $ — — 1,105 $ 1,105 Total financial liability $ — — 1,105 $ 1,105 Measured or disclosed at fair value on a recurring basis-continued Fair Value Measurement as of September 30, 2022 (In thousands) Quoted Prices in Active Market Significant Other Significant Unobservable Inputs Total Cash and cash equivalents $ 295,816 — — $ 295,816 Restricted cash $ 119,883 — — $ 119,883 Total financial asset $ 415,699 — — $ 415,699 Warrant liability $ — — 184 $ 184 Total financial liability $ — — 184 $ 184 |
Schedule of Reconciliation of the Beginning and Ending Balances for Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following is a reconciliation of the beginning and ending balances for Level 3 convertible notes during the nine months ended September 30, 2021: (In thousands) Convertible Notes Balance as of December 31, 2020 $ — Issuance of convertible notes $ 57,500 Changes in fair value of convertible notes $ 9,861 Conversion as of Merger $ (67,361) Balance as of September 30, 2021 $ — |
Schedule of Reconciliation of the Beginning and Ending Balances for Level 3 Warrant Liability | The following is a reconciliation of the beginning and ending balances for Level 3 warrant liability during the nine months ended September 30, 2021 and 2022: (In thousands) Nine Months Ended September 30, 2021 2022 Balance at the beginning of the period — $ 1,105 Assumed warrant liability upon Merger 3,574 — Changes in fair value (1,113) (921) Balance at end of the period $ 2,461 $ 184 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information of the leases were as follows: Nine months ended September 30, 2022 Cash payments for operating leases $ 2,330 Right-of-use assets obtained in exchange for new operating lease liabilities $ 452 |
Summary of the Annual Undiscounted Cash Flows for Lease Liabilities Maturity Analysis | The following is a maturity analysis of the annual undiscounted cash flows for lease liabilities as of September 30, 2022: As of September 30, 2022 Three months period ending December 31, 2022 $ 709 2023 $ 2,480 2024 $ 1,870 2025 $ 1,391 2026 $ 1,369 2027 $ 1,369 Thereafter $ 11,064 Total future lease payments $ 20,252 Less: Imputed interest $ (4,820) Present value of operating lease liabilities $ 15,432 |
SHARE-BASED PAYMENT (Tables)
SHARE-BASED PAYMENT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity Plan | The grant date fair value of the stock options was determined using the Black Scholes model with the following assumptions: Nine months ended September 30, 2022 Exercise price $ 2.42 ~ $ 5.69 Expected terms (years) 6.00 Volatility 56.16 % ~ 57.84 % Risk-free interest rate 2.79 % ~ 3.02 % Expected dividend yields 0.00% Weighted average fair value of options granted $ 1.33 ~ $ 3.19 At the Modification date, the Company used the Monte Carlo valuation model in determining the fair value of the CRSUs with assumptions as follows: Modification Date Expected term (years) 0.07 ~ 2.07 Volatility 50.93 % ~ 73.89 % Risk-free interest rate 1.15 % ~ 3.05 % Expected dividend yields 0.00% The following assumptions were used for respective period to calculate the fair value of common stock to be issued under TSR awards on the date of grant using the Monte Carlo model: Nine months ended September 30, 2022 Expected term (years) 2.68 Volatility 59.50 % Risk-free interest rate 2.72 % Expected dividend yields 0.00 % |
Schedule of Effective Time Fair Value of the Stock Options was Determined Using the BLM | Stock options activity for the nine months ended September 30, 2021 and 2022 was as follows (all stock award activity was retroactively restated to reflect the conversion in July 2021): Stock options life Number of Shares Weighted Average Exercise Price Weighted Average Grant Date Weighted Average Remaining Outstanding as of December 31, 2020 34,737,967 $ 6.19 $ 2.92 9.0 Forfeited (1,186,220) 6.28 3.13 Outstanding as of September 30, 2021 33,551,747 $ 6.19 $ 4.95 8.2 Expected to vest and exercisable as of September 30, 2021 33,551,747 $ 6.19 $ 4.95 8.2 Outstanding as of December 31, 2021 33,503,657 6.19 4.95 7.9 Grant 2,900,000 4.81 2.69 Vested (11,875,830) 6.20 5.00 Forfeited (227,092) 6.28 4.86 Outstanding as of September 30, 2022 24,300,735 $ 6.02 $ 4.70 7.0 Expected to vest and exercisable as of September 30, 2022 24,300,735 $ 6.02 $ 4.70 7.0 |
Schedule Non-vested Shares Activity | CRSUs' activity for the nine months ended September 30, 2021 and 2022 was as follows (all award activity was retroactively restated to reflect the conversion in July 2021): Number on Weighted Average Grant Outstanding as of December 31, 2020 23,027,399 $ 0.93 Outstanding as of September 30, 2021 23,027,399 $ 8.74 1 Outstanding as of December 31, 2021 23,027,399 $ 8.74 Vested (9,582,930) $ 4.37 Outstanding as of September 30, 2022 13,444,469 $ 2.38 The non-vested shares activity for the nine months ended September 30, 2021 and 2022 was as follows: Number of Weighted Outstanding as of December 31, 2020 — — Grant 197,940 9.60 Vested (6,157) 8.52 Outstanding as of September 30, 2021 191,783 9.63 Outstanding as of December 31, 2021 671,441 9.08 Grant 1,239,854 $ 4.93 Vested (86,996) $ 6.96 Forfeited (58,126) $ 7.47 Outstanding as of September 30, 2022 1,766,173 $ 6.33 |
Schedule of Classification of Stock-based Compensation | The following summarizes the classification of share-based compensation: Three Months Ended Nine Months Ended Cost of revenues $ 1,964 $ 5,780 General and administrative expenses 12,834 55,528 Research and development expenses 3,193 10,981 Selling and marketing expenses 1,284 5,533 Construction in process 139 403 Total $ 19,414 $ 78,225 |
Related Party Balances and Tr_2
Related Party Balances and Transactions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Relationship with the Group | Name Relationship with the Group Ochem Chemical Co., Ltd (“Ochem”) Controlled by CEO Ochemate Material Technologies Co., Ltd (“Ochemate”) Controlled by CEO |
Schedule of Related Party Transactions | Three Months Ended September 30, Nine Months Ended September 30, 2021 2022 2021 2022 Raw material sold to Ochem $ 113 $ — $ 406 $ — |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of basic and diluted net loss per share for the periods indicated: Three Months Ended September 30, Nine Months Ended 2021 2022 2021 2022 Numerator: Net loss attributable to common stock shareholders $ (120,003) $ (36,544) $ (187,464) $ (124,502) Denominator: Weighted average common stock used in computing basic and diluted net loss per share 243,861,780 305,977,372 147,836,650 301,821,464 Basic and diluted net loss per share $ (0.49) $ (0.12) $ (1.27) $ (0.41) |
Schedule of Shares Outstanding Were Excluded from the Calculation of Diluted Net Loss Per Ordinary Share | For the three and nine months ended September 30, 2021 and 2022, the following Common Stock outstanding were excluded from the calculation of diluted net loss per share, as their inclusion would have been anti-dilutive for the periods prescribed. Three Months Ended September 30, Nine Months Ended September 30, 2021 2022 2021 2022 Shares issuable upon exercise of stock options 33,641,132 27,032,668 33,869,470 31,529,919 Shares issuable upon vesting of non-vested shares 98,094 1,815,043 33,093 1,282,482 Shares issuable upon vesting of Capped non-vested shares — 15,017,783 — 5,280,978 Shares issuable upon exercise of warrants 21,327,750 28,437,000 7,187,374 28,437,000 Shares issuable upon conversion of Series B2 Preferred 7,153,219 — 8,076,300 — Shares issuable upon conversion of Series C1 Preferred 6,398,475 — 19,896,422 — Shares issuable upon conversion of Series C2 Preferred 4,842,260 — 15,057,284 — Shares issuable upon conversion of Series D1 Preferred 5,335,362 — 16,590,614 — Shares issuable upon conversion of Series D2 Preferred 1,606,919 — 4,996,808 — Shares issuable upon conversion of non-controlling interests of a subsidiary 4,125,761 — 12,829,289 — Shares issuable upon vesting of Earn-out shares 14,999,991 19,999,988 5,054,942 19,999,988 Shares issuable that may be subject to cancellation 1,265,625 1,687,500 426,511 1,687,500 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jan. 01, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jul. 23, 2021 | Jun. 30, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Significant Accounting Policies [Line Items] | ||||||||||
Exchange ratio | 160.3 | |||||||||
Revenue recognized | $ 722 | $ 60 | $ 550 | $ 1,381 | ||||||
Operating lease right-of-use assets | 15,509 | 15,509 | $ 18,826 | $ 0 | ||||||
Present value of operating lease liabilities | 15,432 | 15,432 | 18,776 | |||||||
Operating lease liabilities, current | 1,902 | 1,902 | 0 | |||||||
Stockholders' equity, including portion attributable to noncontrolling interest | 615,856 | 716,784 | 615,856 | 716,784 | $ 654,004 | 686,698 | $ (451,306) | $ (384,602) | ||
Accumulated deficit | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Stockholders' equity, including portion attributable to noncontrolling interest | $ (757,467) | $ (585,460) | $ (757,467) | $ (585,460) | $ (720,923) | $ (632,099) | $ (465,457) | $ (397,996) | ||
Cumulative Effect, Period of Adoption, Adjustment | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Stockholders' equity, including portion attributable to noncontrolling interest | (866) | |||||||||
Cumulative Effect, Period of Adoption, Adjustment | Accumulated deficit | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Stockholders' equity, including portion attributable to noncontrolling interest | $ (866) |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Significant Accounting Policies [Line Items] | ||||
Revenue | $ 38,616 | $ 36,894 | $ 139,698 | $ 85,204 |
People’s Republic of China ('PRC') | ||||
Significant Accounting Policies [Line Items] | ||||
Revenue | 26,542 | 19,720 | 80,326 | 52,012 |
Other Asia & Pacific countries | ||||
Significant Accounting Policies [Line Items] | ||||
Revenue | 7,394 | 12,072 | 45,420 | 21,348 |
Asia & Pacific | ||||
Significant Accounting Policies [Line Items] | ||||
Revenue | 33,936 | 31,792 | 125,746 | 73,360 |
Europe | ||||
Significant Accounting Policies [Line Items] | ||||
Revenue | 3,432 | 4,908 | 11,062 | 11,466 |
U.S. | ||||
Significant Accounting Policies [Line Items] | ||||
Revenue | $ 1,248 | $ 194 | $ 2,890 | $ 378 |
ACCOUNTS RECEIVABLE- Schedule o
ACCOUNTS RECEIVABLE- Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Accounts receivable | $ 88,143 | $ 93,722 |
Allowance for credit losses | (5,436) | (5,005) |
Accounts receivable, net | $ 82,707 | $ 88,717 |
ACCOUNTS RECEIVABLE - Schedule
ACCOUNTS RECEIVABLE - Schedule of Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Balance at beginning of the period | $ 5,828 | $ 4,743 | $ 5,005 | $ 5,047 |
Charges (Reversal) of expenses | (43) | 457 | 337 | 261 |
Write off | (12) | (415) | (165) | (546) |
Exchange difference | (337) | 11 | (607) | 34 |
Balance at end of the period | 5,436 | $ 4,796 | 5,436 | $ 4,796 |
Cumulative-effect adjustment upon adoption of ASU2016-13, Financial instruments- Credit losses (Topic 326) | ||||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Balance at beginning of the period | $ 0 | $ 866 |
INVENTORIES - Schedule of Inven
INVENTORIES - Schedule of Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Work in process | $ 39,739 | $ 20,760 |
Raw materials | 30,632 | 25,266 |
Finished goods | 11,891 | 7,398 |
Total | $ 82,262 | $ 53,424 |
INVENTORIES - Narrative (Detail
INVENTORIES - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | ||||
Provision for obsolete inventories | $ 1,229 | $ 6,569 | $ 3,148 | $ 12,667 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Product warranty, current | $ 12,350 | $ 20,922 |
Payables for purchase of property, plant and equipment | 38,044 | 18,500 |
Other current liabilities | 11,753 | 10,636 |
Accrued payroll and welfare | 3,863 | 3,476 |
Accrued expenses | 3,894 | 2,444 |
Interest payable | 1,919 | 1,836 |
Other tax payable | 5,795 | 926 |
Operating lease liabilities, current | 1,902 | 0 |
Total | $ 79,520 | $ 58,740 |
PRODUCT WARRANTY - Schedule of
PRODUCT WARRANTY - Schedule of Movement of Product Warranty (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||||||||
Balance at beginning of the period | $ 43,703 | $ 58,458 | $ 25,543 | $ 19,356 | ||||
Provided during the period | $ 2,028 | $ 35,553 | $ 8,263 | $ 44,610 | ||||
Utilized during the period | (4,357) | (9,229) | (22,957) | (12,099) | ||||
Exchange difference | (2,467) | 0 | (4,857) | 0 | ||||
Balance at end of the period | $ 38,907 | $ 51,867 | $ 38,907 | $ 51,867 |
PRODUCT WARRANTY - Schedule o_2
PRODUCT WARRANTY - Schedule of Warranty Cost (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Product Warranties Disclosures [Abstract] | ||
Product warranty – current | $ 12,350 | $ 20,922 |
Product warranty – non-current | 26,557 | 37,536 |
Total | $ 38,907 | $ 58,458 |
BANK BORROWINGS - Narrative (De
BANK BORROWINGS - Narrative (Details) $ in Thousands, ¥ in Millions | 9 Months Ended | ||
Sep. 27, 2022 USD ($) | Sep. 30, 2022 USD ($) | Sep. 27, 2022 CNY (¥) | |
Syndicated Loan Agreement | |||
Debt Instrument [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 111,000 | ¥ 800 | |
Proceeds from lines of credit | $ 42,173 | ||
Syndicated Loan Agreement | National Interbank Funding Center Rate | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 115% | ||
Minimum | |||
Debt Instrument [Line Items] | |||
Long-term debt, percentage bearing variable interest, percentage rate | 4.50% | ||
Maximum | |||
Debt Instrument [Line Items] | |||
Long-term debt, term | 12 months | ||
Long-term debt, percentage bearing variable interest, percentage rate | 4.75% |
BANK BORROWINGS - Schedule of B
BANK BORROWINGS - Schedule of Bank Borrowings Repayment (Details) - Forecast ¥ in Millions, $ in Millions | Dec. 10, 2026 USD ($) | Dec. 10, 2026 CNY (¥) | Jun. 10, 2026 USD ($) | Jun. 10, 2026 CNY (¥) | Dec. 10, 2025 USD ($) | Dec. 10, 2025 CNY (¥) | Jun. 10, 2025 USD ($) | Jun. 10, 2025 CNY (¥) | Dec. 10, 2024 USD ($) | Dec. 10, 2024 CNY (¥) | Jun. 10, 2024 USD ($) | Jun. 10, 2024 CNY (¥) | Dec. 10, 2023 USD ($) | Dec. 10, 2023 CNY (¥) | Jun. 10, 2023 USD ($) | Jun. 10, 2023 CNY (¥) |
June 10, 2023 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Repayment amount (in dollars and yuan renminbi) | $ 4.2 | ¥ 30 | ||||||||||||||
December 10, 2023 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Repayment amount (in dollars and yuan renminbi) | $ 9.8 | ¥ 70 | ||||||||||||||
June 10, 2024 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Repayment amount (in dollars and yuan renminbi) | $ 14.1 | ¥ 100 | ||||||||||||||
December 10, 2024 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Repayment amount (in dollars and yuan renminbi) | $ 14.1 | ¥ 100 | ||||||||||||||
June 10, 2025 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Repayment amount (in dollars and yuan renminbi) | $ 14.1 | ¥ 100 | ||||||||||||||
December 10, 2025 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Repayment amount (in dollars and yuan renminbi) | $ 14.1 | ¥ 100 | ||||||||||||||
June 10, 2026 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Repayment amount (in dollars and yuan renminbi) | $ 21.1 | ¥ 150 | ||||||||||||||
December 10, 2026 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Repayment amount (in dollars and yuan renminbi) | $ 21.1 | ¥ 150 |
BANK BORROWINGS - Schedule of_2
BANK BORROWINGS - Schedule of Bank Borrowings (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Bank Borrowing [Roll Forward] | ||||||||
Beginning balance | $ 8,807 | $ 13,301 | $ 26,458 | $ 12,184 | ||||
Proceeds from bank borrowings | $ 45,242 | $ 0 | $ 58,708 | $ 26,603 | ||||
Repayments of principal | (7,150) | (3,400) | (24,482) | (15,665) | ||||
Exchange difference | (1,914) | (207) | (2,542) | (271) | ||||
Ending balance | 44,985 | $ 22,851 | 44,985 | $ 22,851 | ||||
Current | 7,029 | 7,029 | 13,301 | |||||
Non-current | 37,956 | 37,956 | 0 | |||||
Total | $ 44,985 | $ 44,985 | $ 13,301 |
BANK BORROWINGS - Schedule of_3
BANK BORROWINGS - Schedule of Banking Facilities and Aggregate Carrying Amount (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Bank Borrowings [Abstract] | ||
Buildings | $ 26,836 | $ 31,361 |
Machinery and equipment | 0 | 7,376 |
Land use rights | 12,328 | 4,470 |
Total | $ 39,164 | $ 43,207 |
OTHER NON-CURRENT LIABILITIES -
OTHER NON-CURRENT LIABILITIES - Schedule of Other Non-Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Other Liabilities, Noncurrent [Abstract] | ||
Product warranty - non-current | $ 26,557 | $ 37,536 |
Deferred subsidy income- non-current | 3,007 | 2,286 |
Total | $ 29,564 | $ 39,822 |
BONDS PAYABLE - Schedule of Bon
BONDS PAYABLE - Schedule of Bonds Payable (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Bonds Payable [Line Items] | ||
Long-term bonds payable, Total | $ 43,888 | $ 73,147 |
Huzhou Saiyuan Equity Investment Partnership Firm (Limited Partnership) ("Huzhou Saiyun") | ||
Bonds Payable [Line Items] | ||
Bonds payable, Total | 29,259 | 0 |
Huzhou Saiyuan | ||
Bonds Payable [Line Items] | ||
Long-term bonds payable, Total | $ 43,888 | $ 73,147 |
BONDS PAYABLE - Narrative (Deta
BONDS PAYABLE - Narrative (Details) $ in Thousands, ¥ in Millions | 3 Months Ended | 9 Months Ended | |||||||||||||
Jan. 31, 2027 USD ($) | Jan. 31, 2027 CNY (¥) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 CNY (¥) | Nov. 10, 2022 USD ($) | Nov. 10, 2022 CNY (¥) | Jul. 23, 2021 shares | Jan. 04, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 CNY (¥) | Dec. 29, 2018 USD ($) | Dec. 29, 2018 CNY (¥) | |
Bonds Payable [Line Items] | |||||||||||||||
Bond loan | $ 87,776 | ¥ 600 | |||||||||||||
Equity holding pledged percentage | 12.39% | 12.39% | |||||||||||||
Subscribed amount (in dollars and yuan renminbi) | $ 73,147 | $ 73,147 | ¥ 500 | ||||||||||||
Debt instrument, convertible amount, subsidiary value threshold | $ 950,000 | ||||||||||||||
Debt instrument, interest rate, stated percentage | 12% | 12% | 12% | ||||||||||||
Purchase agreement to issue convertible promissory note amount | $ 57,500 | ||||||||||||||
Interest rate | 6% | ||||||||||||||
Loss on changes in fair value of convertible notes | $ 0 | $ 3,018 | $ 0 | $ 9,861 | |||||||||||
Convertible promissory notes converted common stock shares (in shares) | shares | 6,736,106 | ||||||||||||||
Forecast | |||||||||||||||
Bonds Payable [Line Items] | |||||||||||||||
Repayments of convertible debt (in dollars and yuan renminbi) | $ 43,888 | ¥ 300 | $ 14,630 | ¥ 100 | |||||||||||
Subsequent Event | |||||||||||||||
Bonds Payable [Line Items] | |||||||||||||||
Repayments of convertible debt (in dollars and yuan renminbi) | $ 14,629 | ¥ 100 |
BONDS PAYABLE - Schedule of Rep
BONDS PAYABLE - Schedule of Repayments and Interests (Details) $ in Thousands, ¥ in Millions | Apr. 13, 2026 USD ($) | Apr. 13, 2026 CNY (¥) | Oct. 01, 2024 USD ($) | Oct. 01, 2024 CNY (¥) | Jul. 11, 2024 USD ($) | Jul. 11, 2024 CNY (¥) | Apr. 28, 2024 USD ($) | Apr. 28, 2024 CNY (¥) | Jun. 30, 2023 USD ($) | Jun. 30, 2023 CNY (¥) | Sep. 30, 2022 USD ($) | Sep. 30, 2022 CNY (¥) | Jan. 01, 2020 USD ($) | Jan. 01, 2020 CNY (¥) | Feb. 01, 2019 USD ($) | Feb. 01, 2019 CNY (¥) | Dec. 31, 2018 USD ($) | Dec. 31, 2018 CNY (¥) |
Bonds Payable [Line Items] | ||||||||||||||||||
Subscribed amount (in dollars and yuan renminbi) | $ 73,147 | ¥ 500 | ||||||||||||||||
Debt instrument, interest rate, stated percentage | 12% | 12% | ||||||||||||||||
June 30, 2023 | ||||||||||||||||||
Bonds Payable [Line Items] | ||||||||||||||||||
Subscribed amount (in dollars and yuan renminbi) | $ 29,259 | ¥ 200 | ||||||||||||||||
June 30, 2023 | Forecast | ||||||||||||||||||
Bonds Payable [Line Items] | ||||||||||||||||||
Repayment amount (in dollars and yuan renminbi) | $ 29,259 | ¥ 200 | ||||||||||||||||
April 28, 2024 | ||||||||||||||||||
Bonds Payable [Line Items] | ||||||||||||||||||
Subscribed amount (in dollars and yuan renminbi) | $ 29,259 | ¥ 200 | ||||||||||||||||
April 28, 2024 | Forecast | ||||||||||||||||||
Bonds Payable [Line Items] | ||||||||||||||||||
Repayment amount (in dollars and yuan renminbi) | $ 14,629 | ¥ 100 | ||||||||||||||||
July 11, 2024 | Forecast | ||||||||||||||||||
Bonds Payable [Line Items] | ||||||||||||||||||
Repayment amount (in dollars and yuan renminbi) | $ 7,315 | ¥ 50 | ||||||||||||||||
October 1, 2024 | Forecast | ||||||||||||||||||
Bonds Payable [Line Items] | ||||||||||||||||||
Repayment amount (in dollars and yuan renminbi) | $ 7,315 | ¥ 50 | ||||||||||||||||
April 13, 2026 | ||||||||||||||||||
Bonds Payable [Line Items] | ||||||||||||||||||
Subscribed amount (in dollars and yuan renminbi) | $ 14,629 | ¥ 100 | ||||||||||||||||
April 13, 2026 | Forecast | ||||||||||||||||||
Bonds Payable [Line Items] | ||||||||||||||||||
Repayment amount (in dollars and yuan renminbi) | $ 14,629 | ¥ 100 | ||||||||||||||||
Minimum | June 30, 2023 | ||||||||||||||||||
Bonds Payable [Line Items] | ||||||||||||||||||
Debt instrument, interest rate, stated percentage | 3% | 3% | ||||||||||||||||
Minimum | April 28, 2024 | ||||||||||||||||||
Bonds Payable [Line Items] | ||||||||||||||||||
Debt instrument, interest rate, stated percentage | 0% | 0% | ||||||||||||||||
Minimum | July 11, 2024 | ||||||||||||||||||
Bonds Payable [Line Items] | ||||||||||||||||||
Debt instrument, interest rate, stated percentage | 0% | 0% | ||||||||||||||||
Minimum | October 1, 2024 | ||||||||||||||||||
Bonds Payable [Line Items] | ||||||||||||||||||
Debt instrument, interest rate, stated percentage | 0% | 0% | ||||||||||||||||
Minimum | April 13, 2026 | ||||||||||||||||||
Bonds Payable [Line Items] | ||||||||||||||||||
Debt instrument, interest rate, stated percentage | 3% | 3% | ||||||||||||||||
Maximum | June 30, 2023 | ||||||||||||||||||
Bonds Payable [Line Items] | ||||||||||||||||||
Debt instrument, interest rate, stated percentage | 4% | 4% | ||||||||||||||||
Maximum | April 28, 2024 | ||||||||||||||||||
Bonds Payable [Line Items] | ||||||||||||||||||
Debt instrument, interest rate, stated percentage | 4% | 4% | ||||||||||||||||
Maximum | July 11, 2024 | ||||||||||||||||||
Bonds Payable [Line Items] | ||||||||||||||||||
Debt instrument, interest rate, stated percentage | 4% | 4% | ||||||||||||||||
Maximum | October 1, 2024 | ||||||||||||||||||
Bonds Payable [Line Items] | ||||||||||||||||||
Debt instrument, interest rate, stated percentage | 4% | 4% | ||||||||||||||||
Maximum | April 13, 2026 | ||||||||||||||||||
Bonds Payable [Line Items] | ||||||||||||||||||
Debt instrument, interest rate, stated percentage | 4% | 4% |
WARRANTS - Narrative (Details)
WARRANTS - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Warrants (Details) [Line Items] | |||
Shares issued (in shares) | 27,600,000 | ||
Class of warrant or right, exercisable period | 30 days | 30 days | |
Class of warrant or right, registration completion period | 90 days | 90 days | |
Warrant term | 5 years | ||
Changes in fair value of warrant liability | $ (921) | $ (1,113) | |
Public Warrants | |||
Warrants (Details) [Line Items] | |||
Warrant redemption price (in dollars per share) | $ 0.01 | $ 0.01 | |
Class of warrant or right, notice of redemption, minimum period | 30 days | 30 days | |
Stock price minimum to redeem warrants (in dollars per share) | $ 18 | $ 18 | |
Warrant redemption, consecutive trading days | 20 days | 20 days | |
Warrant redemption, trading days | 30 days | 30 days | |
Tuscan Holdings Corp and EarlyBirdCapital, Inc. | |||
Warrants (Details) [Line Items] | |||
Shares issued (in shares) | 837,000 | ||
Warrants | |||
Warrants (Details) [Line Items] | |||
Warrant issued (in shares) | 150,000 | ||
Class of warrant or right, number of securities called by each warrant or right (in shares) | 1 | 1 | |
Exercise price (in dollars per share) | $ 11.50 | $ 11.50 | |
Warrant term | 5 years | ||
Changes in fair value of warrant liability | $ 101 | $ 921 |
WARRANTS - Schedule of Under th
WARRANTS - Schedule of Under the Binomial-Lattice Model (“BLM”) that Assumes Optimal Exercise of the Company’s Redemption Option (Details) - Warrants | Sep. 30, 2022 $ / shares |
Warrants [Line Items] | |
Market price of public stock (in dollars per share) | $ 1.81 |
Exercise price (in dollars per share) | $ 11.50 |
Expected term (years) | 3 years 9 months 25 days |
Volatility | 67.38% |
Risk-free interest rate | 4.09% |
Dividend rate | 0% |
FAIR VALUE MEASUREMENT - Schedu
FAIR VALUE MEASUREMENT - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value Measurement (Details) - Schedule of fair value measurements of group’s assets and liabilities of recurring basis [Line Items] | ||
Cash and cash equivalents | $ 295,816 | $ 480,931 |
Restricted cash | 119,883 | 55,178 |
Total financial asset | 415,699 | 536,109 |
Warrant liability | 184 | 1,105 |
Total financial liability | 184 | 1,105 |
Quoted Prices in Active Market for Identical Assets (Level 1) | ||
Fair Value Measurement (Details) - Schedule of fair value measurements of group’s assets and liabilities of recurring basis [Line Items] | ||
Cash and cash equivalents | 295,816 | 480,931 |
Restricted cash | 119,883 | 55,178 |
Total financial asset | 415,699 | 536,109 |
Warrant liability | 0 | 0 |
Total financial liability | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value Measurement (Details) - Schedule of fair value measurements of group’s assets and liabilities of recurring basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Restricted cash | 0 | 0 |
Total financial asset | 0 | 0 |
Warrant liability | 0 | 0 |
Total financial liability | 0 | 0 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value Measurement (Details) - Schedule of fair value measurements of group’s assets and liabilities of recurring basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Restricted cash | 0 | 0 |
Total financial asset | 0 | 0 |
Warrant liability | 184 | 1,105 |
Total financial liability | $ 184 | $ 1,105 |
FAIR VALUE MEASUREMENT - Sche_2
FAIR VALUE MEASUREMENT - Schedule of Reconciliation of the Beginning and Ending Balances for Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Level 3 Convertible Notes [Roll Forward] | ||||
Balance as of December 31, 2020 | $ 0 | |||
Issuance of convertible notes | 57,500 | |||
Loss on changes in fair value of convertible notes | $ 0 | $ 3,018 | $ 0 | 9,861 |
Conversion as of Merger | (67,361) | |||
Balance as of September 30, 2021 | $ 0 | $ 0 |
FAIR VALUE MEASUREMENT - Sche_3
FAIR VALUE MEASUREMENT - Schedule of Reconciliation of the Beginning and Ending Balances for Level 3 Warrant Liability (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Level 3 Warrant Liability [Roll Forward] | ||
Balance at the beginning of the period | $ 1,105 | $ 0 |
Assumed warrant liability upon Merger | 0 | 3,574 |
Changes in fair value | (921) | (1,113) |
Balance at end of the period | $ 184 | $ 2,461 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | |
Leases [Abstract] | ||
Operating lease, cost | $ 743 | $ 2,290 |
Short-term lease, cost | $ 87 | $ 296 |
Operating lease, weighted average remaining lease term | 11 years 10 months 24 days | 11 years 10 months 24 days |
Operating lease, weighted average discount rate, percent | 4.90% | 4.90% |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow Information Related to Leases (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Leases [Abstract] | |
Cash payments for operating leases | $ 2,330 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 452 |
LEASES - Summary of the Annual
LEASES - Summary of the Annual Undiscounted Cash Flows for Lease Liabilities Maturity Analysis (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jan. 01, 2022 |
Leases [Abstract] | ||
Three months period ending December 31, 2022 | $ 709 | |
2023 | 2,480 | |
2024 | 1,870 | |
2025 | 1,391 | |
2026 | 1,369 | |
2027 | 1,369 | |
Thereafter | 11,064 | |
Total future lease payments | 20,252 | |
Less: Imputed interest | (4,820) | |
Present value of operating lease liabilities | $ 15,432 | $ 18,776 |
SHARE-BASED PAYMENT - Narrative
SHARE-BASED PAYMENT - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 14 Months Ended | |||||||||
Jul. 07, 2022 $ / shares shares | Jun. 27, 2022 shares | Jun. 07, 2022 employee shares | Apr. 14, 2022 USD ($) executiveOfficer shares | Jul. 21, 2021 | Sep. 30, 2022 USD ($) shares | Sep. 30, 2022 USD ($) shares | Sep. 30, 2021 shares | Sep. 30, 2022 shares | Dec. 31, 2021 shares | Jul. 23, 2021 | Dec. 31, 2020 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Plan expire date | 10 years | |||||||||||
Exchange ratio | 160.3 | |||||||||||
Reserves percentage | 5% | |||||||||||
Transition services initial term period | 18 months | |||||||||||
Share-based compensation arrangement by share-based payment award, non-option equity instruments, outstanding, number (in shares) | shares | 24,300,735 | 24,300,735 | 33,551,747 | 24,300,735 | 33,503,657 | 34,737,967 | ||||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, aggregate intrinsic value, nonvested | $ 4,897 | |||||||||||
Compensation expense | $ 16,778 | |||||||||||
Number of executive officer | executiveOfficer | 2 | |||||||||||
Number of employees | employee | 2 | |||||||||||
Stock option | $ 103,243 | |||||||||||
Weighted-average period | 1 year 10 months 24 days | |||||||||||
Aggregate intrinsic value | $ 0 | |||||||||||
Equity-based compensation costs | 15,798 | |||||||||||
Compensation cost | 7,213 | |||||||||||
Capped Non-vested Shares Units | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, vested in period (in shares) | shares | 20,023,699 | 2,860,713 | ||||||||||
Stock-based compensation expense | $ 4,367 | 29,481 | ||||||||||
Share Options | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Compensation expense | 14,081 | 46,043 | ||||||||||
Restricted Stock Units (RSUs) | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Compensation expense | 345 | $ 1,048 | ||||||||||
Number of options, grant (in shares) | shares | 1,239,854 | 197,940 | ||||||||||
Granted (in shares) | shares | 693,232 | |||||||||||
Performance Based Restricted Stock Unit (PSU | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Compensation expense | $ 621 | $ 1,653 | ||||||||||
Granted (in shares) | shares | 1,274,222 | |||||||||||
Terminated Executive Officer | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Share-based compensation arrangement by share-based payment award, non-option equity instruments, outstanding, number (in shares) | shares | 1,122,100 | |||||||||||
Employee | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of options, grant (in shares) | shares | 500,000 | 600,000 | 1,800,000 | |||||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, grant date intrinsic value (in dollars per share) | $ / shares | $ 2.42 |
SHARE-BASED PAYMENT - Schedule
SHARE-BASED PAYMENT - Schedule of Stock Option Activity Plan (Details) - $ / shares | 9 Months Ended | |
Jun. 27, 2022 | Sep. 30, 2022 | |
Share Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (years) | 6 years | |
Volatility rate, minimum | 56.16% | |
Volatility rate, maximum | 57.84% | |
Risk-free interest rate, minimum | 2.79% | |
Risk-free interest rate, maximum | 3.02% | |
Expected dividend yields | 0% | |
Capped Non-vested Shares Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility rate, minimum | 50.93% | |
Volatility rate, maximum | 73.89% | |
Risk-free interest rate, minimum | 1.15% | |
Risk-free interest rate, maximum | 3.05% | |
Expected dividend yields | 0% | |
Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (years) | 2 years 8 months 4 days | |
Volatility | 59.50% | |
Risk-free interest rate | 2.72% | |
Expected dividend yields | 0% | |
Minimum | Share Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price (in dollars per share) | $ 2.42 | |
Weighted average fair value of options modified (in dollars per share) | 1.33 | |
Minimum | Capped Non-vested Shares Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (years) | 25 days | |
Maximum | Share Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price (in dollars per share) | 5.69 | |
Weighted average fair value of options modified (in dollars per share) | $ 3.19 | |
Maximum | Capped Non-vested Shares Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (years) | 2 years 25 days |
SHARE-BASED PAYMENT - Schedul_2
SHARE-BASED PAYMENT - Schedule of Effective Time Fair Value of the Stock Options was Determined Using the BLM (Details) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Shares | ||||
Number of shares, outstanding at beginning (in shares) | 33,503,657 | 34,737,967 | 34,737,967 | |
Number of shares, granted (in shares) | 2,900,000 | |||
Number of shares, vested (in shares) | (11,875,830) | |||
Number of shares, forfeited (in shares) | (227,092) | (1,186,220) | ||
Number of shares, outstanding at ending (in shares) | 24,300,735 | 33,551,747 | 33,503,657 | 34,737,967 |
Number of shares, expected to vest and exercisable (in shares) | 24,300,735 | 33,551,747 | ||
Weighted Average Exercise Price (US$) | ||||
Weighted average exercise price, outstanding at beginning (in dollars per share) | $ 6.19 | $ 6.19 | $ 6.19 | |
Weighted average exercise price, granted (in dollars per share) | 4.81 | |||
Weighted average exercise price, vested (in dollars per share) | 6.20 | |||
Weighted average exercise price, forfeited (in dollars per share) | 6.28 | 6.28 | ||
Weighted average exercise price, outstanding at ending (in dollars per share) | 6.02 | 6.19 | 6.19 | $ 6.19 |
Weighted average exercise price, expected to vest and exercisable (in dollars per share) | 6.02 | 6.19 | ||
Weighted Average Grant Date Fair Value (US$) | ||||
Weighted average grant date fair value, outstanding at beginning (in dollars per share) | 4.95 | 2.92 | 2.92 | |
Weighted average grant date fair value, forfeited (in dollars per share) | 4.86 | 3.13 | ||
Weighted average grant date fair value, granted (in dollars per share) | 2.69 | |||
Weighted average grant date fair value, vested (in dollars per share) | 5 | |||
Weighted average grant date fair value, outstanding at ending (in dollars per share) | 4.70 | 4.95 | $ 4.95 | $ 2.92 |
Weighted average grant date fair value, expected to vest and exercisable (in dollars per share) | $ 4.70 | $ 4.95 | ||
Weighted Average Remaining Contractual Life | ||||
Weighted average remaining contractual, outstanding at beginning | 7 years 10 months 24 days | 9 years | ||
Weighted average remaining contractual, forfeited | ||||
Weighted average remaining contractual life, outstanding at ending | 7 years | 8 years 2 months 12 days | ||
Weighted average remaining contractual life, expected to vest and exercisable | 7 years | 8 years 2 months 12 days |
SHARE-BASED PAYMENT - Schedul_3
SHARE-BASED PAYMENT - Schedule Non-vested Shares Activity (Details) - $ / shares | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Non-Vested Shares | ||||
Number of non-vested shares, forfeited (in shares) | (58,126) | |||
Weighted Average Grant Date Fair Value Per Share (US$) | ||||
Weighted average grant date fair value per share, non-vested shares, forfeited (in dollars per share) | $ 7.47 | |||
Capped Non-vested Shares Units | ||||
Number of Non-Vested Shares | ||||
Number of non-vested shares, outstanding (in shares) | 13,444,469 | 23,027,399 | 23,027,399 | 23,027,399 |
Number of non-vested shares, vested (in shares) | (9,582,930) | |||
Weighted Average Grant Date Fair Value Per Share (US$) | ||||
Weighted average grant date fair value per share, non-vested shares, outstanding (in dollars per share) | $ 2.38 | $ 8.74 | $ 8.74 | $ 0.93 |
Weighted average grant date fair value per share, non-vested shares, vested (in dollars per share) | $ 4.37 | |||
Restricted Stock Units (RSUs) | ||||
Number of Non-Vested Shares | ||||
Number of non-vested shares, outstanding (in shares) | 1,766,173 | 191,783 | 671,441 | 0 |
Number of non-vested shares, grant (in shares) | 1,239,854 | 197,940 | ||
Number of non-vested shares, vested (in shares) | (86,996) | (6,157) | ||
Weighted Average Grant Date Fair Value Per Share (US$) | ||||
Weighted average grant date fair value per share, non-vested shares, outstanding (in dollars per share) | $ 6.33 | $ 9.63 | $ 9.08 | $ 0 |
Weighted average grant date fair value per share, non-vested shares, grant (in dollars per share) | 4.93 | 9.60 | ||
Weighted average grant date fair value per share, non-vested shares, vested (in dollars per share) | $ 6.96 | $ 8.52 |
SHARE-BASED PAYMENT - Schedul_4
SHARE-BASED PAYMENT - Schedule of Classification of Stock-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | ||
Cost of revenues | $ 1,964 | $ 5,780 |
General and administrative expenses | 12,834 | 55,528 |
Research and development expenses | 3,193 | 10,981 |
Selling and marketing expenses | 1,284 | 5,533 |
Construction in process | 139 | 403 |
Total | $ 19,414 | $ 78,225 |
RELATED PARTY BALANCES AND TR_3
RELATED PARTY BALANCES AND TRANSACTIONS - Schedule of Relationship with the Group (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Ochem Chemical Co., Ltd (“Ochem”) | |
Related Party Balances and Transactions (Details) - Schedule of relationship with the group [Line Items] | |
Relationship | Controlled by CEO |
Ochemate Material Technologies Co., Ltd (“Ochemate”) | |
Related Party Balances and Transactions (Details) - Schedule of relationship with the group [Line Items] | |
Relationship | Controlled by CEO |
RELATED PARTY BALANCES AND TR_4
RELATED PARTY BALANCES AND TRANSACTIONS - Schedule of Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Related Party Transactions [Abstract] | ||||
Raw material sold to Ochem | $ 0 | $ 113 | $ 0 | $ 406 |
RELATED PARTY BALANCES AND TR_5
RELATED PARTY BALANCES AND TRANSACTIONS - Narrative (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |||
Loans from related parties, accumulative amount | $ 0 | $ 8,426 | |
Outstanding balance due from related party | $ 0 | $ 85 |
NET LOSS PER SHARE - Schedule o
NET LOSS PER SHARE - Schedule of Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||
Net loss attributable to common stock shareholders | $ (36,544) | $ (120,003) | $ (124,502) | $ (187,464) |
Denominator: | ||||
Weighted average shares used in calculating net loss per share of common stock, basic (in shares) | 305,977,372 | 243,861,780 | 301,821,464 | 147,836,650 |
Weighted average shares used in calculating net loss per share of common stock, diluted (in shares) | 305,977,372 | 243,861,780 | 301,821,464 | 147,836,650 |
Basic net loss per share (in dollars per share) | $ (0.12) | $ (0.49) | $ (0.41) | $ (1.27) |
Diluted net loss per share (in dollars per share) | $ (0.12) | $ (0.49) | $ (0.41) | $ (1.27) |
NET LOSS PER SHARE- Schedule of
NET LOSS PER SHARE- Schedule of Shares Outstanding Were Excluded from the Calculation of Diluted Net Loss Per Ordinary Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Net Loss Per Share [Line Items] | ||||
Shares issuable upon exercise of stock options (in shares) | 27,032,668 | 33,641,132 | 31,529,919 | 33,869,470 |
Shares issuable upon vesting of non-vested shares (in shares) | 1,815,043 | 98,094 | 1,282,482 | 33,093 |
Shares issuable upon vesting of Capped non-vested shares (in shares) | 15,017,783 | 0 | 5,280,978 | 0 |
Shares issuable upon exercise of warrants (in shares) | 28,437,000 | 21,327,750 | 28,437,000 | 7,187,374 |
Shares issuable upon conversion of non-controlling interests of a subsidiary (in shares) | 0 | 4,125,761 | 0 | 12,829,289 |
Shares issuable upon vesting of Earn-out shares (in shares) | 19,999,988 | 14,999,991 | 19,999,988 | 5,054,942 |
Shares issuable that may be subject to cancellation (in shares) | 1,687,500 | 1,265,625 | 1,687,500 | 426,511 |
Shares issuable upon conversion of Series B2 Preferred | ||||
Net Loss Per Share [Line Items] | ||||
Shares issuable upon conversion of Series Preferred | 0 | 7,153,219 | 0 | 8,076,300 |
Shares issuable upon conversion of Series C1 Preferred | ||||
Net Loss Per Share [Line Items] | ||||
Shares issuable upon conversion of Series Preferred | 0 | 6,398,475 | 0 | 19,896,422 |
Shares issuable upon conversion of Series C2 Preferred | ||||
Net Loss Per Share [Line Items] | ||||
Shares issuable upon conversion of Series Preferred | 0 | 4,842,260 | 0 | 15,057,284 |
Shares issuable upon conversion of Series D1 Preferred | ||||
Net Loss Per Share [Line Items] | ||||
Shares issuable upon conversion of Series Preferred | 0 | 5,335,362 | 0 | 16,590,614 |
Shares issuable upon conversion of Series D2 Preferred | ||||
Net Loss Per Share [Line Items] | ||||
Shares issuable upon conversion of Series Preferred | 0 | 1,606,919 | 0 | 4,996,808 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | Feb. 05, 2018 | Sep. 30, 2022 |
Commitments and Contingencies (Details) [Line Items] | ||
Ordinary shares (in shares) | 2,600 | |
Shares own during business combination (in shares) | 416,780 | |
Other equity remedies | $ 1,000 | |
Capital Commitments | ||
Commitments and Contingencies (Details) [Line Items] | ||
Capital commitments | $ 260,513 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ in Millions | Oct. 31, 2022 USD ($) |
U.S. Department Of Energy Grant Funding | Subsequent Event | |
Subsequent Event [Line Items] | |
Grants receivable | $ 200 |