Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 09, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-39408 | |
Entity Registrant Name | Lucid Group, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-0891392 | |
Entity Address, Address Line One | 7373 Gateway Boulevard | |
Entity Address, City or Town | Newark | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94560 | |
City Area Code | 510 | |
Local Phone Number | 648-3553 | |
Title of 12(b) Security | Class A Common Stock, $0.0001 par value per share | |
Trading Symbol | LCID | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,646,366,945 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Central Index Key | 0001811210 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS Unaudited - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 4,796,880 | $ 614,412 |
Accounts receivable, net | 261 | 260 |
Other receivable | 27,434 | 0 |
Short-term investments | 505 | 505 |
Inventory | 61,155 | 1,043 |
Prepaid expenses | 80,353 | 21,840 |
Other current assets | 20,213 | 24,496 |
Total current assets | 4,986,801 | 662,556 |
Property, plant and equipment, net | 965,901 | 713,274 |
Right-of-use assets | 143,782 | 0 |
Other noncurrent assets | 42,700 | 26,851 |
TOTAL ASSETS | 6,139,184 | 1,402,681 |
Current liabilities: | ||
Accounts payable | 8,914 | 17,333 |
Accrued compensation | 28,949 | 16,197 |
Finance lease liabilities, current portion | 3,268 | 0 |
Other current liabilities | 228,277 | 151,753 |
Total current liabilities | 269,408 | 185,283 |
Convertible preferred stock warrant liability | 0 | 2,960 |
Finance lease liabilities, net of current portion | 4,687 | 0 |
Common stock warrant liability | 836,835 | 0 |
Other long-term liabilities | 183,096 | 39,139 |
Total liabilities | 1,294,026 | 227,382 |
Commitments and contingencies (Note 14) | ||
CONVERTIBLE PREFERRED STOCK | ||
Convertible preferred stock, $0.0001 par value; 0 and 1,058,949,780 shares authorized as of September 30, 2021 and December 31, 2020, respectively; 0 and 957,159,704 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively; liquidation preference of $0, and $3,497,913 as of September 30, 2021 and December 31, 2020, respectively | 0 | 2,494,076 |
STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Preferred stock, par value $0.0001; 10,000,000 and 0 shares authorized as of September 30, 2021 and December 31, 2020, respectively; no shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 0 | 0 |
Common stock, par value $0.0001; 15,000,000,000 and 1,189,800,259 shares authorized as of September 30, 2021 and December 31, 2020, respectively; 1,641,642,816 and 28,791,702 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 164 | 3 |
Additional paid-in capital | 9,865,186 | 38,113 |
Accumulated deficit | (5,020,192) | (1,356,893) |
Total stockholders' equity (deficit) | 4,845,158 | (1,318,777) |
TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ 6,139,184 | $ 1,402,681 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS Unaudited - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue | $ 232 | $ 334 | $ 719 | $ 342 |
Cost of revenue | 3,320 | 609 | 3,424 | 550 |
Gross profit | (3,088) | (275) | (2,705) | (208) |
Operating expenses | ||||
Research and development | 242,408 | 133,890 | 586,579 | 341,589 |
Selling, general and administrative | 251,554 | 27,935 | 455,478 | 57,719 |
Total operating expenses | 493,962 | 161,825 | 1,042,057 | 399,308 |
Loss from operations | (497,050) | (162,100) | (1,044,762) | (399,516) |
Other income (expense), net | ||||
Change in fair value of forward contracts | 0 | 0 | (454,546) | (8,719) |
Change in fair value of warrant liabilities | (100) | (200) | ||
Interest expense | (76) | (10) | (111) | (20) |
Other income (expense), net | 249 | 785 | (151) | 76 |
Total other income (expense), net | (27,331) | 718 | (489,288) | (8,834) |
Loss before provision for (benefit from) income taxes | (524,381) | (161,382) | (1,534,050) | (408,350) |
Provision for (benefit from) income taxes | 22 | (145) | 31 | (245) |
Net loss | (524,403) | (161,237) | (1,534,081) | (408,105) |
Comprehensive loss | (524,403) | (161,237) | (1,534,081) | (408,105) |
Deemed dividend related to the issuance of Series E convertible preferred stock | 0 | 0 | (2,167,332) | 0 |
Net loss attributable to common stockholders | $ (524,403) | $ (161,237) | $ (3,701,413) | $ (408,105) |
Weighted average shares outstanding used in computing net loss per share attributable to common stockholders, basic (in shares) | 1,217,032,285 | 24,279,817 | 432,654,607 | 20,889,062 |
Weighted average shares outstanding used in computing net loss per share attributable to common stockholders, diluted (in shares) | 1,217,032,285 | 24,279,817 | 432,654,607 | 20,889,062 |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.43) | $ (6.64) | $ (8.56) | $ (19.54) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.43) | $ (6.64) | $ (8.56) | $ (19.54) |
Convertible Preferred Stock Warrant Liability | ||||
Other income (expense), net | ||||
Change in fair value of warrant liabilities | $ 0 | $ (57) | $ (6,976) | $ (171) |
Common Stock Warrant Liability | ||||
Other income (expense), net | ||||
Change in fair value of warrant liabilities | (24,787) | 0 | (24,787) | 0 |
Transaction costs expensed | $ (2,717) | $ 0 | $ (2,717) | $ 0 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) Unaudited - USD ($) $ in Thousands | Total | Series C | Series E | Series B | Series D | Common Stock | Additional Paid-In Capital | Accumulated Deficit | ||
Preferred stock, beginning balance (in shares) at Dec. 31, 2019 | [1] | 502,582,534 | ||||||||
Preferred stock, beginning balance at Dec. 31, 2019 | $ 1,074,010 | |||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
Repurchase of convertible preferred stock (in shares) | [1] | (9,656,589) | ||||||||
Repurchase of convertible preferred stock | $ (20,398) | |||||||||
Issuance of convertible preferred shares (in shares) | [1] | 167,273,525 | 164,992,213 | |||||||
Issuance of convertible preferred shares | $ 498,931 | $ 400,000 | ||||||||
Settlement of Series D contingent forward contract liability | $ 39,563 | |||||||||
Preferred stock, ending balance (in shares) at Sep. 30, 2020 | [1] | 825,191,683 | ||||||||
Preferred stock, ending balance at Sep. 30, 2020 | $ 1,992,106 | |||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 21,288,741 | |||||||||
Beginning balance at Dec. 31, 2019 | (621,079) | $ 2 | $ 16,432 | $ (637,513) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | (408,105) | (408,105) | ||||||||
Repurchase of convertible preferred stock | 0 | 0 | ||||||||
Repurchase of Series C convertible preferred stock | 10,537 | 10,537 | ||||||||
Issuance of common stock upon exercise of stock options (in shares) | 6,543,929 | |||||||||
Issuance of common stock upon exercise of stock options | 2,886 | $ 1 | 2,885 | |||||||
Stock-based compensation | 3,257 | 3,257 | ||||||||
Ending balance (in shares) at Sep. 30, 2020 | 27,832,670 | |||||||||
Ending balance at Sep. 30, 2020 | $ (1,012,504) | $ 3 | 33,111 | (1,045,618) | ||||||
Preferred stock, beginning balance (in shares) at Jun. 30, 2020 | [1] | 667,574,747 | ||||||||
Preferred stock, beginning balance at Jun. 30, 2020 | $ 1,513,573 | |||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
Repurchase of convertible preferred stock (in shares) | [1] | (9,656,589) | ||||||||
Repurchase of convertible preferred stock | $ (20,398) | |||||||||
Issuance of convertible preferred shares (in shares) | [1] | 167,273,525 | ||||||||
Issuance of convertible preferred shares | $ 498,931 | |||||||||
Preferred stock, ending balance (in shares) at Sep. 30, 2020 | [1] | 825,191,683 | ||||||||
Preferred stock, ending balance at Sep. 30, 2020 | $ 1,992,106 | |||||||||
Beginning balance (in shares) at Jun. 30, 2020 | 22,842,891 | |||||||||
Beginning balance at Jun. 30, 2020 | (865,643) | $ 2 | 18,736 | (884,381) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | (161,237) | (161,237) | ||||||||
Repurchase of convertible preferred stock | 10,537 | 10,537 | ||||||||
Issuance of common stock upon exercise of stock options (in shares) | 4,989,779 | |||||||||
Issuance of common stock upon exercise of stock options | 2,563 | $ 1 | 2,562 | |||||||
Stock-based compensation | 1,276 | 1,276 | ||||||||
Ending balance (in shares) at Sep. 30, 2020 | 27,832,670 | |||||||||
Ending balance at Sep. 30, 2020 | $ (1,012,504) | $ 3 | 33,111 | (1,045,618) | ||||||
Preferred stock, beginning balance (in shares) at Dec. 31, 2020 | 957,159,704 | [1] | 59,575,253 | 301,092,346 | 24,677,332 | 539,769,493 | ||||
Preferred stock, beginning balance at Dec. 31, 2020 | $ 2,494,076 | $ 137,475 | $ 1,009,388 | $ 23,740 | $ 1,311,548 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
Repurchase of convertible preferred stock (in shares) | [1] | (3,525,365) | ||||||||
Issuance of Series D convertible preferred shares upon exercise of warrants (in shares) | [1] | 1,546,799 | ||||||||
Issuance of Series D convertible preferred stock upon exercise of warrants | $ 12,936 | |||||||||
Issuance of convertible preferred shares (in shares) | [1] | 200,728,229 | ||||||||
Issuance of convertible preferred shares | $ 3,206,159 | |||||||||
Share-based compensation related to Series E convertible preferred stock | $ 123,614 | |||||||||
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse capitalization( in shares) | [1] | (1,155,909,367) | ||||||||
Conversion of convertible preferred stock into common stock in connection with the reverse recapitalization | $ (5,836,785) | |||||||||
Preferred stock, ending balance (in shares) at Sep. 30, 2021 | [1] | 0 | ||||||||
Preferred stock, ending balance at Sep. 30, 2021 | $ 0 | |||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 28,791,702 | 28,791,702 | ||||||||
Beginning balance at Dec. 31, 2020 | $ (1,318,777) | $ 3 | 38,113 | (1,356,893) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | (1,534,081) | (1,534,081) | ||||||||
Repurchase of convertible preferred stock | 0 | |||||||||
Issuance of Series E convertible preferred stock | (2,151,613) | (22,395) | (2,129,218) | |||||||
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse capitalization (in shares) | 1,155,909,367 | |||||||||
Conversion of convertible preferred stock into common stock in connection with the reverse recapitalization | 5,836,785 | $ 116 | 5,836,669 | |||||||
Issuance of common stock upon the reverse recapitalization, net of issuance costs (in shares) | 425,395,023 | |||||||||
Issuance of common stock and common stock warrants upon the reverse recapitalization, net of issuance costs | 3,590,956 | $ 42 | 3,590,914 | |||||||
Issuance of common stock upon exercise of common stock warrants (in shares) | 22,651,424 | |||||||||
Issuance of common stock upon exercise of common stock warrants | $ 173,273 | $ 2 | 173,271 | |||||||
Issuance of common stock upon exercise of stock options (in shares) | 8,966,272 | 8,895,300 | ||||||||
Issuance of common stock upon exercise of stock options | $ 6,029 | $ 1 | 6,028 | |||||||
Stock-based compensation | $ 242,586 | 242,586 | ||||||||
Ending balance (in shares) at Sep. 30, 2021 | 1,641,642,816 | 1,641,642,816 | ||||||||
Ending balance at Sep. 30, 2021 | $ 4,845,158 | $ 164 | 9,865,186 | (5,020,192) | ||||||
Preferred stock, beginning balance (in shares) at Jun. 30, 2021 | [1] | 1,155,909,367 | ||||||||
Preferred stock, beginning balance at Jun. 30, 2021 | $ 5,836,785 | |||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse capitalization( in shares) | [1] | (1,155,909,367) | ||||||||
Conversion of convertible preferred stock into common stock in connection with the reverse recapitalization | $ (5,836,785) | |||||||||
Preferred stock, ending balance (in shares) at Sep. 30, 2021 | [1] | 0 | ||||||||
Preferred stock, ending balance at Sep. 30, 2021 | $ 0 | |||||||||
Beginning balance (in shares) at Jun. 30, 2021 | 36,799,150 | |||||||||
Beginning balance at Jun. 30, 2021 | (4,469,172) | $ 4 | 26,613 | (4,495,789) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | (524,403) | (524,403) | ||||||||
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse capitalization (in shares) | 1,155,909,367 | |||||||||
Conversion of convertible preferred stock into common stock in connection with the reverse recapitalization | 5,836,785 | $ 116 | 5,836,669 | |||||||
Issuance of common stock upon the reverse recapitalization, net of issuance costs (in shares) | 425,395,023 | |||||||||
Issuance of common stock and common stock warrants upon the reverse recapitalization, net of issuance costs | 3,590,956 | $ 42 | 3,590,914 | |||||||
Issuance of common stock upon exercise of common stock warrants (in shares) | 22,651,424 | |||||||||
Issuance of common stock upon exercise of common stock warrants | 173,273 | $ 2 | 173,271 | |||||||
Issuance of common stock upon exercise of stock options (in shares) | 887,852 | |||||||||
Issuance of common stock upon exercise of stock options | 762 | 762 | ||||||||
Stock-based compensation | $ 236,957 | 236,957 | ||||||||
Ending balance (in shares) at Sep. 30, 2021 | 1,641,642,816 | 1,641,642,816 | ||||||||
Ending balance at Sep. 30, 2021 | $ 4,845,158 | $ 164 | $ 9,865,186 | $ (5,020,192) | ||||||
[1] | The number of shares of convertible preferred stock and common stock issued and outstanding prior to the Merger have been retroactively adjusted by the Exchange Ratio to give effect to the reverse recapitalization treatment of the Merger. See Note 1 - Description of Business and Note 3 - Reverse Capitalization for more information. |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Unaudited - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (1,534,081) | $ (408,105) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 26,621 | 5,447 |
Amortization of insurance premium | 7,184 | 0 |
Non-cash operating lease cost | 8,629 | |
Stock-based compensation | 366,200 | 3,257 |
Loss on disposal of property and equipment | 56 | 139 |
Change in fair value of contingent forward contract liability | 454,546 | 8,719 |
Change in fair value of convertible preferred stock warrant liability | 200 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1) | (163) |
Inventory | (60,112) | (1,863) |
Financed insurance premium | (41,935) | 0 |
Prepaid expenses | (23,762) | 9,556 |
Other current assets | 8,299 | 3,254 |
Other noncurrent assets and security deposit | (5,861) | (9,324) |
Accounts payable | (14,175) | (30,109) |
Accrued compensation | 12,752 | 8,880 |
Operating lease liability | (4,516) | |
Other liabilities and accrued liabilities | 17,834 | 22,732 |
Other long-term liabilities | 5,158 | 10,002 |
Net cash used in operating activities | (745,401) | (377,407) |
Cash flows from investing activities: | ||
Purchases of property, equipment, and software | (299,313) | (355,860) |
Proceed from sale of property, equipment, and software | 19 | 0 |
Net cash used in investing activities | (299,294) | (355,860) |
Cash flows from financing activities: | ||
Payment for short-term insurance financing note | (16,819) | 0 |
Payment for capital lease liabilities | (174) | |
Payment for finance lease liabilities | (1,915) | |
Proceeds from short-term insurance financing note | 41,935 | 0 |
Proceeds from exercise of stock options | 6,027 | 2,886 |
Proceeds from the exercise of public warrants | 173,273 | 0 |
Proceeds from the reverse recapitalization | 4,439,153 | 0 |
Payment of transaction costs related to the reverse recapitalization | (4,811) | 0 |
Net cash provided by financing activities | 5,236,843 | 892,575 |
Net increase in cash, cash equivalents, and restricted cash | 4,192,148 | 159,308 |
Beginning cash, cash equivalents, and restricted cash | 640,418 | 379,651 |
Ending cash, cash equivalents, and restricted cash | 4,832,566 | 538,959 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 324 | 21 |
Supplemental disclosure of non-cash investing and financing activity: | ||
Property and equipment included in accounts payable and accrued expense | 5,756 | 81,011 |
Leased assets obtained in exchange for new finance lease liabilities | 70,756 | |
Issuance of Series D convertible preferred stock upon exercise of preferred stock warrants | 9,936 | |
Issuance of Series E convertible preferred stock contingent forward contracts | 2,167,332 | 793 |
Capital contribution upon forfeit of Series E awards | 15,719 | 0 |
Issuance of common stock upon conversion of preferred stock in connection with the reverse recapitalization | 5,836,785 | 0 |
Transaction costs related to the reverse recapitalization not yet paid | 34,054 | 0 |
Convertible Preferred Stock Warrant Liability | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of convertible preferred stock warrant liability | 6,976 | 171 |
Common Stock Warrant Liability | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of convertible preferred stock warrant liability | 24,787 | 0 |
Series B | ||
Cash flows from financing activities: | ||
Payments for repurchase of convertible preferred stock | (3,000) | 0 |
Series C | ||
Cash flows from financing activities: | ||
Payments for repurchase of convertible preferred stock | 0 | (9,861) |
Series D | ||
Cash flows from financing activities: | ||
Proceeds from issuance of convertible preferred shares | 3,000 | 400,000 |
Supplemental disclosure of non-cash investing and financing activity: | ||
Issuance of Series D convertible preferred stock upon settlement of contingent forward contracts | 39,563 | |
Series E | ||
Cash flows from financing activities: | ||
Proceeds from issuance of convertible preferred shares | 600,000 | 499,724 |
Supplemental disclosure of non-cash investing and financing activity: | ||
Issuance of Series E convertible preferred stock upon settlement of contingent forward contracts | $ 2,621,878 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | |
Statement of Financial Position [Abstract] | |||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Convertible preferred stock, shares authorized (in shares) | 0 | 1,058,949,780 | |
Convertible preferred stock, shares issued (in shares) | 0 | 957,159,704 | |
Convertible preferred stock, shares outstanding (in shares) | [1] | 0 | 957,159,704 |
Convertible preferred stock, liquidation preference amount | $ 0 | $ 3,497,913 | |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized (in shares) | 10,000,000 | 0 | |
Preferred stock, shares issued (in shares) | 0 | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized (in shares) | 15,000,000,000 | 1,189,800,259 | |
Common stock, shares, issued (in shares) | 1,641,642,816 | 28,791,702 | |
Common stock, shares outstanding (in shares) | 1,641,642,816 | 28,791,702 | |
[1] | The number of shares of convertible preferred stock and common stock issued and outstanding prior to the Merger have been retroactively adjusted by the Exchange Ratio to give effect to the reverse recapitalization treatment of the Merger. See Note 1 - Description of Business and Note 3 - Reverse Capitalization for more information. |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | DESCRIPTION OF BUSINESS Overview Lucid Group, Inc. (“Lucid”) is a vertically-integrated technology and automotive company focused on designing, developing, manufacturing, and selling the next generation of electric vehicle (“EV”), EV powertrains and battery systems. Lucid was originally incorporated in Delaware on April 30, 2020 under the name Churchill Capital Corp IV (formerly known as Annetta Acquisition Corp) (“Churchill”) as a special purpose acquisition company with the purpose of effecting a merger with one or more operating businesses. On February 22, 2021 , Churchill entered into a definitive merger agreement (the “Merger Agreement”) with Atieva, Inc. (“Legacy Lucid”) in which Legacy Lucid would become a wholly owned subsidiary of Churchill (the “Merger”). Upon the closing of the Merger on July 23, 2021 (the “Closing”), Churchill was immediately renamed to “Lucid Group, Inc.” The Merger between Churchill and Legacy Lucid was accounted for as a reverse recapitalization. See Note 3 – Reverse Recapitalization for more information. Throughout the notes to the consolidated financial statements, unless otherwise noted, the “Company,” “we,” “us” or “our” and similar terms refer to Legacy Lucid and its subsidiaries prior to the consummation of the Merger, and Lucid and its subsidiaries after the consummation of the Merger. Liquidity and Going Concern The Company devotes its efforts to business planning, research and development, recruiting of management and technical staff, acquiring operating assets, and raising capital. From inception through September 30, 2021, the Company has incurred operating losses and negative cash flows from operating activities. For the nine months ended September 30, 2021 and 2020, the Company has incurred operating losses, including net losses of $1.5 billion and $408.1 million, respectively. The Company has an accumulated deficit of $5.0 billion as of September 30, 2021. During the quarter ended June 30, 2021, the Company completed the first phase of the construction of its newly built manufacturing plant in Casa Grande, Arizona (the “Arizona plant”). The Company began commercial production of its first vehicle, the Lucid Air, in September 2021 and delivered its first vehicles in late October 2021. The Company continues to expand the Arizona plant and build-out of a network of retail sales and service locations. The Company has plans for continued development of additional vehicle model types for future release. The aforementioned activities will require considerable capital, above and beyond the expected cash inflows from the initial sales of the Lucid Air. As such, the future operating plan involves considerable risk if secure funding sources are not identified and confirmed. The Company’s existing sources of liquidity include cash and cash equivalents. Prior to the Merger, the Company historically funded operations primarily with issuances of convertible preferred stock and convertible notes. Upon the completion of the Merger, the Company received $4,400.3 million in cash proceeds, net of transaction costs. The Company believes the Merger eliminated the substantial doubt about the Company’s ability to continue as a going concern within one year after the date of issuance of this quarterly report on Form 10-Q (the “Quarterly Report”). Certain Significant Risks and Uncertainties The Company’s current business activities consist of research and development efforts to design and develop a high-performance fully electric vehicle and advanced electric vehicle powertrain components, including battery pack systems; building of the Company’s production operations in Casa Grande, Arizona; and build-out of the Company’s retail stores and service centers for distribution of the vehicles to customers. The Company is subject to the risks associated with such activities, including the need to further develop its technology, its marketing, and distribution channels; further develop its supply chain and manufacturing; and hire additional management and other key personnel. Successful completion of the Company’s development program and, ultimately, the attainment of profitable operations are dependent upon future events, including its ability to access potential markets, and secure long-term financing. The Company participates in a dynamic high-technology industry. Changes in any of the following areas could have a material adverse impact on the Company’s future financial position, results of operations, and/or cash flows: advances and trends in new technologies; competitive pressures; changes in the overall demand for its products and services; acceptance of the Company’s products and services; litigation or claims against the Company based on intellectual property, patent, regulatory, or other factors; and the Company’s ability to attract and retain employees necessary to support its growth. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) regarding interim financial reporting . Certain information and disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read together with the Company’s audited consolidated financial statements and accompanying notes as of and for the years ended December 31, 2020 and 2019 included in the final prospectus and definitive proxy statement filed on June 25, 2021 with the SEC pursuant to Rule 424(b)(3) under the Securities Act. In management’s opinion, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of September 30, 2021 and the results of operations for the three and nine months ended September 30, 2021 and 2020. The results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the full year ending December 31, 2021 or any other future interim or annual period. The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Significant estimates, assumptions and judgments made by management include, among others, the determination of the useful lives of property and equipment, fair value of preferred stock warrants, fair value of common stock warrants, fair value of contingent forward contracts liability, valuation of deferred income tax assets and uncertain tax positions, fair value of common stock and other assumptions used to measure stock-based compensation expense, and estimated incremental borrowing rates for assessing operating and financing lease liabilities. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with an original or remaining maturity at the date of purchase of three months or less to be cash equivalents. Restricted cash in the other current assets is comprised primarily of customer reservation payments for electric vehicles and other escrow deposit for building of the Arizona plant. Restricted cash included in other non-current assets is primarily related to letters of credit issued to the landlord for the Company’s headquarter in Newark, California and retail locations, and escrow deposit required under the escrow agreement for the lease with Pinal county, Arizona, related to the Arizona plant. The following table provides a reconciliation of cash and restricted cash to amounts shown in the statements of cash flows (in thousands): September 30, December 31, September 30, December 31, Cash $ 4,796,880 $ 614,412 $ 512,675 $ 351,684 Restricted cash included in other current assets 10,970 11,278 16,998 19,767 Restricted cash included in other noncurrent assets 24,716 14,728 9,286 8,200 Total cash and restricted cash $ 4,832,566 $ 640,418 $ 538,959 $ 379,651 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents, short-term investments, and accounts receivable. The Company places its cash primarily with domestic financial institutions that are federally insured within statutory limits, but at times its deposits may exceed federally insured limits. Further, accounts receivable primarily consists of current trade receivables from a single customer as of September 30, 2021 and December 31, 2020, and the Company’s revenue is primarily from the same customer for each of the three and nine months ended September 30, 2021 and 2020. Common Stock Warrants The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. Liability-classified common stock warrants are subject to remeasurement to fair value as of any respective exercise date and as of each subsequent balance sheet date with changes in fair value recorded in the Company’s statement of operations. For issued or modified common stock warrants outstanding that meet all of the criteria for equity classification, the common stock warrants are recorded as a component of additional paid-in capital and are not remeasured to fair value in subsequent reporting periods. The Company’s publicly traded common stock warrants (the “public warrants”) are equity-classified instruments because they are deemed indexed to the Company’s own common stock and did not contain any provision that could require net cash settlement unless the holders of the underlying shares would also receive the same form of consideration as the holders of public warrants. The Company’s privately placed common stock warrants (the “private warrants”) are liability-classified instruments because they are not deemed indexed to the Company’s own common stock. Other Significant Accounting Policies As of September 30, 2021, there were no material changes in the other significant accounting policies disclosed in Note 2 of the audited consolidated financial statements as of and for each of the years ended December 31, 2020 and 2019 included in Lucid’s final prospectus and definitive proxy statement filed on June 25, 2021 with the SEC pursuant to Rule 424(b)(3) under the Securities Act. Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02 (“ASC 842”), Leases, to require lessees to recognize all leases, with certain exceptions, on the balance sheet, while recognition on the statement of operations will remain similar to current lease accounting. Subsequently, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases, ASU No. 2018-11, Targeted Improvements, ASU No. 2018-20, Narrow-Scope Improvements for Lessors, and ASU 2019-01, Codification Improvements, to clarify and amend the guidance in ASU No. 2016-02. ASC 842 eliminates real estate-specific provisions and modifies certain aspects of lessor accounting. This standard is effective for interim and annual periods beginning after December 15, 2018 for public business entities. Private companies are required to adopt the new leases standard for annual periods beginning after December 15, 2021 and interim periods in annual periods beginning after December 15, 2022. Early adoption is permitted for all entities. The Company adopted ASC 842 as of January 1, 2021 using the modified retrospective approach (“adoption of the new lease standard”). This approach allows entities to either apply the new lease standard to the beginning of the earliest period presented or only to the consolidated financial statements in the period of adoption without restating prior periods. The Company has elected to apply the new guidance at the date of adoption without restating prior periods. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which allowed the Company to carry forward the historical determination of contracts as leases, lease classification and not reassess initial direct costs for historical lease arrangements. Accordingly, previously reported financial statements, including footnote disclosures, have not been recast to reflect the application of the new standard to all comparative periods presented. The finance lease classification under ASC 842 includes leases previously classified as capital leases under ASC 840. The Company has lease agreements with lease and non-lease components, including embedded leases, and has elected not to utilize the practical expedient to account for lease and non-lease components together, rather the Company is accounting for the lease and non-lease components separately on the consolidated financial statements. Operating lease assets are included within operating lease right-of-use (“ROU”) assets. Finance lease assets are included within property, plant and equipment, net. The corresponding operating lease liabilities and finance lease liabilities are included within other current liabilities and other long-term liabilities on the Company’s consolidated balance sheet as of September 30, 2021. The Company has elected not to present short-term leases on the consolidated balance sheet as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that the Company is reasonably certain to exercise. All other lease assets and lease liabilities are recognized based on the present value of lease payments over the lease term at the later of ASC 842 adoption date or lease commencement date. Because most of the Company’s leases do not provide an implicit rate of return, the Company used the Company’s incremental borrowing rate based on the information available at adoption date or lease commencement date in determining the present value of lease payments. Adoption of the new lease standard The cumulative effect of the changes made to the Company’s consolidated balance sheet as of January 1, 2021 for the adoption of the new lease standard was as follows (in thousands): Balances at December 31, 2020 Adjustments from Balances at Assets Prepaid expenses $ 21,840 $ (180) $ 21,660 Property, plant and equipment, net 713,274 3,237 716,511 Operating lease right-of-use assets — 90,932 90,932 Liabilities Other current liabilities 151,753 8,030 159,783 Other long-term liabilities 39,139 86,152 125,291 In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which simplifies the accounting for income taxes by eliminating some exceptions to the general approach in Topic 740, Income Taxes in order to reduce cost and complexity of its application. For public business entities, the guidance is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. For nonpublic entities, the guidance is effective for fiscal years beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted if financial statements have not yet been issued (for public business entities) or have not yet been made available for issuance (for all other entities). The Company adopted this ASU starting on January 1, 2021. The adoption of this ASU did not have an immediate impact to the consolidated financial statements and related disclosure. The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements or notes thereto. |
REVERSE RECAPITALIZATION
REVERSE RECAPITALIZATION | 9 Months Ended |
Sep. 30, 2021 | |
Restructuring and Related Activities [Abstract] | |
REVERSE RECAPITALIZATION | REVERSE RECAPITALIZATION On July 23, 2021, upon the consummation of the Merger, all holders of 451,295,965 issued and outstanding Legacy Lucid common stock received shares of Lucid common stock at a deemed value of $10.00 per share after giving effect to the exchange ratio of 2.644 (the “Exchange Ratio”) resulting in 1,193,226,511 shares of Lucid common stock issued and outstanding as of the Closing and all holders of 42,182,931 issued and outstanding Legacy Lucid equity awards received Lucid equity awards covering 111,531,080 shares of Lucid common stock at a deemed value of $10.00 per share after giving effect to the Exchange Ratio, based on the following events contemplated by the Merger Agreement: • the cancellation and conversion of all 437,182,072 issued and outstanding shares of Legacy Lucid preferred stock into 437,182,072 shares of Legacy Lucid common stock at the conversion rate as calculated pursuant to Legacy Lucid’s memorandum and articles of association at the date and time that the Merger became effective (“Effective Time”); • the surrender and exchange of all 451,295,965 issued and outstanding shares of Legacy Lucid common stock (including Legacy Lucid common stock resulting from the conversion of the Legacy Lucid preferred stock) into 1,193,226,511 shares of Lucid common stock as adjusted by the Exchange Ratio; • the cancellation and exchange of all 25,764,610 granted and outstanding vested and unvested Legacy Lucid options, which became 68,121,210 Lucid options exercisable for shares of Lucid common stock with the same terms and vesting conditions except for the number of shares exercisable and the exercise price, each of which was adjusted by the Exchange Ratio; and • the cancellation and exchange of all 16,418,321 granted and outstanding vested and unvested Legacy Lucid RSUs, which became 43,409,870 Lucid RSUs for shares of Lucid common stock with the same terms and vesting conditions except for the number of shares, which was adjusted by the Exchange Ratio. The other related events that occurred in connection with the Closing are summarized below: • Churchill entered into separate private placement subscription agreements (the “PIPE Investment”) contemporaneously with the execution of the Merger Agreement pursuant to which Churchill agreed to sell and issue an aggregate of 166,666,667 shares of common stock at a purchase price of $15.00 per share for an aggregate purchase price of $2,500.0 million. The PIPE Investment closed simultaneously with the Closing of the Merger; • Churchill Sponsor IV LLC (the “Churchill Sponsor”) exercised its right to convert the outstanding and unpaid amount of $1.5 million under the working capital loan provided by the Churchill Sponsor to Churchill into an additional 1,500,000 private warrants at a price of $1.00 per warrant in satisfaction of such loan; • Churchill and the Churchill Sponsor entered into a letter agreement (the “Sponsor Agreement”), pursuant to which the Churchill Sponsor agreed that 17,250,000 shares of Churchill’s issued and outstanding common stock beneficially held by the Churchill Sponsor (the “Sponsor Earnback Shares”) and 14,783,333 private warrants beneficially held by the Churchill Sponsor (the “Sponsor Earnback Warrants”) to purchase shares of the Churchill’s common stock shall become subject to transfer restrictions and contingent forfeiture provisions upon the Closing of the Merger until Lucid’s stock price exceeded certain predetermined levels in the post-Merger period. Any such shares and warrants not released from these transfer restrictions during the earnback period, which expires on the fifth anniversary of the Closing, will be forfeited back to Lucid for no consideration. See Note 11 - Earnback Shares and Warrants for more information; and • Churchill redeemed 21,644 public shares of Churchill’s Class A common stock at approximately $10.00 per share for an aggregate payment of $0.2 million. After giving effect to the Merger and the redemption of Churchill shares as described above, the number of shares of common stock issued and outstanding immediately following the consummation of the Merger was as follows: Shares Churchill public shares, prior to redemptions 207,000,000 Less redemption of Churchill shares (21,644) Churchill public shares, net of redemptions 206,978,356 Churchill Sponsor shares (1) 51,750,000 PIPE shares (2) 166,666,667 Total shares of Churchill common stock outstanding immediately prior to the Merger 425,395,023 Legacy Lucid shares 1,193,226,511 Total shares of Lucid common stock outstanding immediately after the Merger (3)(4) 1,618,621,534 (1) The 51,750,000 shares beneficially owned by the Churchill Sponsor as of the Closing of the Merger includes the 17,250,000 Sponsor Earnback Shares. (2) Reflects the sale and issuance of 166,666,667 shares of common stock to the PIPE Investors at $15.00 per share. (3) Excludes 111,531,080 shares of common stock as of the Closing of the Merger to be reserved for potential future issuance upon the exercise of Lucid options or settlement of Lucid RSUs. (4) Excludes the 85,750,000 warrants issued and outstanding as of the Closing of the Merger, which includes the 41,400,000 public warrants and the 44,350,000 private warrants held by the Churchill Sponsor. The 44,350,000 private warrants beneficially owned by the Churchill Sponsor as of the consummation of the Merger includes the 14,783,333 Sponsor Earnback Warrants. The Merger has been accounted for as a reverse recapitalization under U.S. GAAP. Under this method of accounting, Churchill has been treated as the acquired company for financial reporting purposes. The reverse recapitalization accounting treatment was primarily determined based on the stockholders of Legacy Lucid having a relative majority of the voting power of Lucid and having the ability to nominate the majority of the members of the Lucid board of directors, senior management of Legacy Lucid comprise the senior management of Lucid, and the strategy and operations of Legacy Lucid prior to the Merger comprise the only ongoing strategy and operations of Lucid. Accordingly, for accounting purposes, the financial statements of Lucid represent a continuation of the financial statements of Legacy Lucid with the Merger being treated as the equivalent of Legacy Lucid issuing shares for the net assets of Churchill, accompanied by a recapitalization. The net assets of Churchill were recognized as of the Closing at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Merger are presented as those of Legacy Lucid and the accumulated deficit of Legacy Lucid has been carried forward after Closing. All periods prior to the Merger have been retrospectively adjusted using the Exchange Ratio for the equivalent number of shares outstanding immediately after the Closing to effect the reverse recapitalization. In connection with the Closing of the Merger, the Company raised $4,439.2 million of gross proceeds, including the contribution of $2,070.1 million of cash held in Churchill’s trust account from its initial public offering along with $2,500.0 million of cash raised by Churchill in connection with the PIPE Investment and $0.4 million of cash held in the Churchill operating cash account. The gross proceeds were net of $0.2 million paid to redeem 21,644 shares of Churchill Class A common stock held by public stockholders and $131.4 million in costs incurred by Churchill prior to the Closing. The Company additionally incurred $38.9 million of transaction costs, consisting of banking, legal, and other professional fees, of which $36.2 million was recorded as a reduction to additional paid-in capital of proceeds and the remaining $2.7 million was expensed in the condensed consolidated statements of operations. The total net cash proceeds to the Company were $4,400.3 million. |
BALANCE SHEETS COMPONENTS
BALANCE SHEETS COMPONENTS | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BALANCE SHEETS COMPONENTS | BALANCE SHEETS COMPONENTS INVENTORY Inventory as of September 30, 2021 and December 31, 2020 were as follows (in thousands): September 30, December 31, Raw materials $ 48,588 $ 661 Work in progress 11,891 70 Finished goods 676 312 Total inventory $ 61,155 $ 1,043 Inventory as of September 30, 2021 is primarily related to raw materials and work in progress related to the production of vehicles for sale. The inventory as of September 30, 2021 and December 31, 2020 also includes battery pack systems with its customers. PROPERTY, PLANT, AND EQUIPMENT, NET Property, plant, and equipment as of September 30, 2021 and December 31, 2020 were as follows (in thousands): September 30, December 31, Land and land improvements $ 1,050 $ 1,050 Building and improvements 190,417 — Machinery 480,259 28,830 Computer equipment and software 26,174 15,716 Leasehold improvements 89,106 47,187 Furniture and fixtures 10,442 4,503 Capital leases — 3,908 Finance leases 9,857 — Construction in progress 208,331 636,851 Total property, plant, and equipment 1,015,636 738,045 Less accumulated depreciation and amortization (49,735) (24,771) Property, plant, and equipment — net $ 965,901 $ 713,274 Construction in progress represents the costs incurred in connection with the construction of buildings or new additions to the Company’s plant facilities including tooling, which is with outside vendors. Costs classified as construction in progress include all costs of obtaining the asset and bringing it to the location in the condition necessary for its intended use. No depreciation is provided for construction in progress until such time as the assets are completed and are ready for use. Construction in progress consisted of the following (in thousands): September 30, December 31, Tooling $ 106,402 $ 203,241 Construction of Arizona plant 10,806 171,532 Leasehold improvements 67,965 50,790 Machinery and equipment 23,158 211,288 Total construction in progress $ 208,331 $ 636,851 Depreciation and amortization expense for the three months ended September 30, 2021 and 2020, was approximately $14.9 million and $2.1 million, respectively, and for the nine months ended September 30, 2021 and 2020, was approximately $26.6 million and $5.4 million, respectively. OTHER CURRENT AND LONG-TERM LIABILITIES Other current liabilities and long-term liabilities as of September 30, 2021 and December 31, 2020 were as follows (in thousands): September 30, December 31, Engineering, design, and testing accrual $ 31,271 $ 42,518 Construction in progress 21,638 43,115 Retail leasehold improvements accrual 15,203 6,114 Other professional services accrual 6,029 9,083 Tooling liability 12,338 15,243 Payroll tax liability 32,728 — Series B convertible preferred stock repurchase liability — 3,000 Short-term insurance financing note 24,674 980 Operating lease liabilities, current portion 14,611 — Transaction cost liability 40,981 — Other liabilities 28,804 31,700 Total other current liabilities $ 228,277 $ 151,753 As of September 30, 2021, the Company accrued a non-income tax liability o f $32.7 million as other liabilities pr imarily related to payroll tax associated with certain compensation related events. The Company also recorded a $27.4 million receivable from employees related to this non-income tax liability as other receivables on the condensed consolidated balance sheet as of September 30, 2021. The Company financed insurance premiums of $41.9 million related to various commercial insurance policies. The insurance policies have various terms that are less than 2 years. The Company made down payments for the insurance premium finance notes of $9.4 million, and the total interest was $0.4 million , representing annual interest primarily ranging from 2.65% to 2.86%. The Company will make monthly installments of $3.5 million for principal and interest from May 2021 to December 2022. The Company recorded the total insurance premium of $41.9 million as prepaid insurance and is amortizing it on a straight-line basis over the term of the insurance. The Company made $5.3 million of principal payments and $0.1 million of interest payments on the short-term insurance financing note during the three months ended September 30, 2021, and $7.2 million of principal payments and $0.1 million of interest payments during the nine months ended September 30, 2021. The remaining principal balance of $24.7 million is recorded as part of the Company’s other current liabilities as of September 30, 2021. September 30, December 31, Deferred rent $ — $ 28,881 Customer deposits 13,398 8,028 Capital lease liabilities — 1,996 Operating leases liabilities, net of current portion 169,433 — Income tax liabilities 265 234 Total other long-term liabilities $ 183,096 $ 39,139 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The accounting standard for fair value measurements provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. Fair value is defined as the price that would be received for an asset or the “exit price” that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between independent market participants on the measurement date. The Company measures financial assets and liabilities at fair value at each reporting period using a fair value hierarchy, which requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. This hierarchy prioritizes the inputs into three broad levels as follows: • Level 1 —Quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2 —Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 —Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. Factors used to develop the estimated fair value are unobservable inputs that are not supported by market activity. The sensitivity of the fair value measurement to changes in unobservable inputs may result in a significantly higher or lower measurement. Level 1 investments consist solely of short-term and long-term restricted cash valued at amortized cost that approximates fair value. Level 2 investments consist solely of certificate of deposits. Level 3 liabilities consist of contingent forward contract liability, convertible preferred stock warrant liability and common stock warrant liability, in which the fair value was measured upon issuance and is remeasured at each reporting date. The valuation methodology and underlying assumptions are discussed further in Note 6 “Contingent Forward Contracts,” Note 7 “Convertible Preferred Stock Warrant Liability” and Note 8 “Common Stock Warrant Liability”. The following table sets forth the Company’s financial assets subject to fair value measurements on a recurring basis by level within the fair value hierarchy as of September 30, 2021 (in thousands): Level 1 Level 2 Level 3 Total Assets: Short-term investment— Certificates of deposit $ — $ 505 $ — $ 505 Restricted cash 35,686 — — 35,686 Total assets $ 35,686 $ 505 $ — $ 36,191 Liabilities: Common stock warrant liability $ — $ — $ 836,835 $ 836,835 Total liabilities $ — $ — $ 836,835 $ 836,835 The following table sets forth the Company’s financial assets and liabilities subject to fair value measurements on a recurring basis by level within the fair value hierarchy as of December 31, 2020 (in thousands): Level 1 Level 2 Level 3 Total Assets: Short-term investment— Certificates of deposit $ — $ 505 $ — $ 505 Restricted cash 26,006 — — 26,006 Total assets $ 26,006 $ 505 $ — $ 26,511 Liabilities: Convertible preferred stock warrant liability $ — $ — $ 2,960 $ 2,960 Total liabilities $ — $ — $ 2,960 $ 2,960 A reconciliation of the contingent forward contract liability, convertible preferred stock warrant liability and common stock warrant liability measured and recorded at fair value on a recurring basis is as follows (in thousands): Nine Months Ended Nine Months Ended Contingent Forward Contract Liability Convertible Preferred Stock Warrant Liability Common Stock Warrant Liability Contingent Forward Contract Liability Convertible Preferred Stock Warrant Liability Fair value-beginning of period $ — $ 2,960 $ — $ 30,844 $ 1,755 Issuance 2,167,332 — 812,048 793 — Change in fair value 454,546 6,976 24,787 8,719 171 Settlement (2,621,878) (9,936) — (39,563) — Fair value-end of period $ — $ — 836,835 $ 793 $ 1,926 |
CONTINGENT FORWARD CONTRACTS
CONTINGENT FORWARD CONTRACTS | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
CONTINGENT FORWARD CONTRACTS | CONTINGENT FORWARD CONTRACTS In September 2018, the Company entered into a securities purchase agreement with PIF. Along with the execution of the securities purchase agreement, the Company granted PIF the right to purchase the Company’s Series D convertible preferred stock in future periods. The Company determined PIF’s right to participate in future Series D convertible preferred stock financing to be freestanding similar to a derivative in the form of contingent forward contracts and recorded the initial valuation of $18.6 million as a debt discount to the Convertible Notes issued in September 2018. In March 2020, the Company received $200.0 million in exchange for 82,496,092 shares of Series D convertible preferred shares as partial settlement of the Series D contingent forward contract liability and revalued the contingent forward contract liability to the then fair value of $36.4 million and reclassified $18.2 million of the contingent forward contract liability into Series D convertible preferred stock. In June 2020, upon satisfaction of the second set of milestones (refer to Note 9 “Convertible Preferred Stock”), the Company received the remaining $200.0 million in exchange for 82,496,121 shares of Series D convertible preferred stock as final settlement of the Series D contingent forward contract liability and revalued the contingent forward contracts liability to the then fair value of $39.6 million and reclassified the liability into Series D convertible preferred stock. The Series D contingent forward contract liability incurred a total fair value loss of $8.7 million during the nine months ended September 30, 2020. Since the Series D contingent forward contract liability was fully settled in June 2020, there was no related outstanding contingent forward contract liability as of September 30, 2020. As discussed in Note 9 “Convertible Preferred Stock”, in September 2020, along with the execution of the Securities Purchase Agreement, the Company granted Ayar Third Investment Company (“Ayar”) the right to purchase the Company’s additional Series E convertible preferred stock upon the Company’s satisfaction of certain milestones in November 2020. The Company determined Ayar’s right to participate in future Series E convertible preferred stock financing to be freestanding similar to a derivative in the form of contingent forward contracts and recorded the initial valuation of $0.8 million into contingent forward contract liabilities. In December 2020, Ayar waived the Company’s remaining outstanding obligations, and the Company received $400.0 million for the issuance of Series E convertible preferred stock. Upon settlement, the Company revalued the Series E contingent forward contracts to the then fair value of $110.5 million and reclassified the contingent forward contract liability into Series E convertible preferred stock. The Company recorded a loss of $109.7 million related to fair value remeasurements of the Series E contingent forward contracts during the year ended December 31, 2020. In February 2021, the Company and Ayar entered into Amendment No. 1 to the original Series E Preferred Stock Purchase Agreement (“Amendment No. 1”). Under the Amendment No. 1, Ayar and the Company agreed to enter into the third closing of additional 133,818,821 Series E convertible preferred stock at $2.99 per share, aggregating to $400.0 million. Upon the signing of the Amendment No. 1, the Company received the issuance proceeds of $400.0 million from Ayar in February 2021. Amendment No. 1 also allowed the Company to provide an opportunity to all current convertible preferred stockholders other than Ayar (“Eligible Holders”) to enter into the fourth closing to purchase up to 23,737,221 shares of Series E convertible preferred stock on a pro rata basis at $2.99 per share, aggregating to $71.0 million. In addition, the amendment allowed the Company to offer for purchase at the fourth closing at $2.99 per share, a number of Series E Preferred Stock to senior management employees, directors, consultants, advisors and/or contractors of the Company (“Additional Purchasers”) and Ayar. Refer to Note 9 - Convertible Preferred Stock. In April 2021, the Company issued 66,909,408 Series E convertible preferred stock from the fourth closing at $2.99 per share for cash consideration of $200.0 million. The Company received $107.1 million of the total issuance proceeds in March 2021 and the remaining $92.9 million in April 2021. See Note 9 - Convertible Preferred Stock for more information. The Company determined the right to participate in future Series E convertible preferred share financing to be a freestanding financial instrument similar to a derivative in the form of contingent forward contracts and recorded the initial valuation of $1.4 billion and $722.4 million for the third closing and fourth closing, respectively, as contingent forward contract liabilities. Since the contingent forward contract liability related to the third closing was fully settled in the same month following the execution of the amendment, the Company recorded no related fair value remeasurements in the consolidated statements of operations. The Company issued Offer Notices to certain of the Company’s management and members of the Board of Directors in March 2021 and April 2021. The Series E convertible preferred stock issued from the fourth closing included 3,034,194 shares to the Company’s management and 1,658,705 shares to members of the Board of Directors. The total issuance to the Company’s management included 535,275 shares offered to the CEO in April 2021. The offer to employees in the fourth closing to participate in future Series E convertible preferred stock financing represent a fully vested, equity classified award. The award’s full fair value on each recipient’s grant date was recorded as stock-based compensation, and the related contingent forward contract liability was derecognized. The Company revalued the contingent forward contract liability for the remaining participants and recorded $454.5 million fair value remeasurement loss related to the contingent forward contract liability for the nine months ended September 30, 2021. Final fair value of the contingent forward contract liability of $1.2 billion was reclassified into Series E convertible preferred stock upon the fourth closing in April 2021. There was no related outstanding contingent forward contract liability as of September 30, 2021. The fair value of the Series E convertible preferred stock contingent forward contract liability for the third closing was determined using a forward payoff. The Company’s inputs used in determining the fair value on the issuance date and settlement date, were as follows: Stock Price $ 13.79 Volatility 100.00 % Expected term (in years) 0.01 Risk-free rate 0.03 % The fair value of the Series E convertible preferred stock contingent forward contract liability for the fourth closing was determined using a forward and an option payoff. The Company’s inputs used in determining the fair value on the issuance date were as follows: Fair value of Series E convertible preferred share $ 13.79 Volatility 100.00 % Expected term (in years) 0.11 Risk-free rate 0.03 % The fair value of the Series E convertible preferred stock contingent forward contract liability for the fourth closing was determined as the difference between the Series E convertible preferred stock fair value and the purchase price. The Company estimated the fair value of each of the Series E convertible preferred stock on the settlement date by taking the closing price of Churchill’s Class A common stock on April 1, 2021 of $23.78 multiplied by the expected exchange ratio at the time, and discounted for lack of marketability. |
CONVERTIBLE PREFERRED STOCK WAR
CONVERTIBLE PREFERRED STOCK WARRANT LIABILITY | 9 Months Ended |
Sep. 30, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
CONVERTIBLE PREFERRED STOCK WARRANT LIABILITY | CONVERTIBLE PREFERRED STOCK WARRANT LIABILITY In March and September 2017, the Company issued two convertible preferred stock warrants to purchase a total of 1,546,799 shares of Series D convertible preferred stock, with an exercise price of $1.94 per share. The convertible preferred stock warrants had been recorded at fair value using a Monte-Carlo simulation at issuance and had been subsequently remeasured to fair value each reporting period with the changes recorded in the condensed consolidated statements of operations. As of December 31, 2020, 1,546,799 shares of the Warrants had been outstanding with a fair value of $1.94 per share, and aggregate fair value of $3.0 million. The Company’s assumptions used in determining the fair value of convertible preferred stock warrants on December 31, 2020 were as follows: December 31, Volatility 50.00 % Expected term (in years) 0.5 - 1.5 Risk-free rate 0.09 – 0.12% Expected dividend rate 0.00 % In February 2021, all the outstanding warrants were settled in its entirety at an exercise price of $1.94 per share for an aggregate purchase price of $3.0 million. Upon final settlement, the Company converted the warrant into $12.9 million Series D convertible preferred stock, and recorded $7.0 million loss related to fair value remeasurements of the warrants in the condensed consolidated statements of operations for the nine months ended September 30, 2021. The Company recorded $0.1 million and $0.2 million loss related to fair value remeasurements of the warrants for the three and nine months ended September 30, 2020. The fair value of the Series D preferred stock that was converted from warrant liability at settlement was estimated using the PWERM framework and considered the same three scenarios and probability for each of the three scenarios used to value our common stock: OPM scenario (20%), as-converted SPAC scenario (70%), and as-converted IPO scenario (10%). Under the OPM scenario, the fair value of Series D convertible preferred stock was a direct output of the model used for the equity valuation of the Company and reflected the present value. Under the as-converted SPAC scenario, the present value of the Series D convertible preferred stock was estimated using the pre-money equity value. Under the as-converted IPO scenario, the Company applied the market-based approach and determined the fair value based on the average revenue multiples derived from our peer group. |
COMMON STOCK WARRANT LIABILITY
COMMON STOCK WARRANT LIABILITY | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
COMMON STOCK WARRANT LIABILITY | COMMON STOCK WARRANT LIABILITY On July 23, 2021, in connection with the reverse recapitalization treatment of the Merger, the Company effectively issued 44,350,000 private warrants to purchase shares of Lucid’s common stock. The private warrants were initially recognized as a liability with a fair value of $812.0 million. The private warrants remained unexercised and were remeasured to fair value as of September 30, 2021, resulting in a loss of $24.8 million for the three and nine months ended September 30, 2021, classified within change in fair value of common stock warrant liability in the condensed consolidated statements of operations. The 44,350,000 private warrants include the 14,783,333 Sponsor Earnback Warrants subject to the contingent forfeiture provisions. The first earnback triggering event was satisfied on September 29, 2021. As a result, the first tranche of the Sponsor Earnback Warrants, or 4,927,778 private warrants, were vested and no longer subject to the transfer restrictions and contingent forfeiture provisions. See Note 11 - Earnback Shares and Warrants for more information. The fair value of the private warrants that are not subject to the contingent forfeiture provisions was estimated using a Black-Scholes option pricing model that takes into account the contract terms as well as the quoted price of the Company’s common stock in an active market. The volatility is based on the actual market activity of the Company’s peer group as well as the Company's historical volatility. The expected life is based on the remaining contractual term of the warrants, and the risk free interest rate is based on the implied yield available on U.S. Treasury securities with a maturity equivalent to the warrants’ expected life. The level 3 fair value inputs used in the valuation were as follows: September 30, 2021 July 23, 2021 Fair value of private warrants per share $ 18.92 $ 18.44 Volatility 75.00 % 80.00 % Expected term (in years) 4.8 5.0 Risk-free rate 0.94 % 0.72 % Dividend yield — % — % The fair value of the private warrants that are subject to the contingent forfeiture provisions was estimated using a Monte-Carlo simulation, which involved random iterations of future stock-price paths over the contractual life of the private warrants, including the probability distribution of outcomes, the payoff to the holder was determined based on the achievement of the volume-weighted average trading sale price (the “VWAP”) thresholds within each simulation. The present value of the payoff in each simulation is calculated, and the fair value of the liability is determined by taking the average of all present values. The level 3 fair value inputs used in the valuation were as follows: September 30, 2021 July 23, 2021 Fair value of Tranche 1 with $20.00 VWAP threshold per share $ — $ 18.16 Fair value of Tranche 2 with $25.00 VWAP threshold per share $ 18.78 $ 18.07 Fair value of Tranche 3 with $30.00 VWAP threshold per share $ 18.60 $ 17.92 Volatility 75.00 % 80.00 % Expected term (in years) 4.8 5.0 Risk-free rate 0.94 % 0.72 % Dividend yield — % — % |
CONVERTIBLE PREFERRED STOCK
CONVERTIBLE PREFERRED STOCK | 9 Months Ended |
Sep. 30, 2021 | |
Features of Convertible Preferred Stock [Abstract] | |
CONVERTIBLE PREFERRED STOCK | CONVERTIBLE PREFERRED STOCK Convertible Preferred Stock Upon the Closing of the Merger, all 1,155,909,367 shares of issued and outstanding convertible preferred stock were cancelled and converted into 1,155,909,367 shares of Lucid common stock based upon the conversion rate as calculated pursuant to Legacy Lucid’s memorandum and articles of association at the date and time that the Merger became effective. As of September 30, 2021, there were no issued and outstanding shares of convertible preferred stock. In 2014 through April 2021, the Company had issued Series A, Series B, Series C, and Series D and Series E convertible preferred stock (“Series A,” “Series B,” “Series C,” “Series D,” “Series E,” respectively) (collectively, the “Convertible Preferred Stock”). Convertible preferred stock was carried at its issuance price, net of issuance costs. In September 2018, concurrent with the execution of the Security Purchase Agreement with PIF, the Company entered into a Stock Repurchase Agreement (the “Repurchase Agreement”) with Blitz Technology Hong Kong Co. Limited and LeSoar Holdings, Limited (the “Sellers”) to repurchase Series C convertible preferred stock. From September 2018 to December 31, 2019, the Company repurchased in aggregate 11,331,430 shares of Series C convertible preferred stock with $60.0 million at a per share price of $5.30 from the first and second Company repurchase. Third Company Repurchase (Series C - August 2020) In August 2020, the Company entered into a Stock Repurchase Agreement with the Sellers. Pursuant to the Stock Repurchase Agreement, the Company agreed to repurchase 9,656,589 shares of Series C convertible preferred stock owned by the Sellers in August 2020 at a price of $1.02 per share for total of $9.9 million. The carrying value of the repurchased Series C convertible preferred stock is $20.4 million. As such, the Company recognized $10.5 million in additional paid-in capital under stockholder’s equity in the consolidated balance sheet as of December 31, 2020 related to the difference in fair value and carrying value of the Series C stock repurchased. Fourth Company Repurchase (Series C - December 2020) In December 2020, the Company entered into a Stock Repurchase Agreement with Blitz Technology Hong Kong Co. Limited (“Blitz”). The Company agreed to repurchase 1,850,800 Series C convertible preferred stock from Blitz at a price of $1.21 per share, aggregating to $2.2 million. As the carrying amount of each share of Series C was $2.42 aggregating to $4.5 million in September 2020, the Company recognized $2.2 million as additional paid-in capital under stockholders’ deficit in the condensed consolidated balance sheet as of December 31, 2020, related to the difference in fair value and carrying value of the Series C shares repurchased. Fifth Company Repurchase (Series B - December 2020) On December 22, 2020, the Company entered into an agreement with JAFCO Asia Technology Fund V (“JAFCO”) whereby the Company agreed to repurchase 3,525,332 Series B convertible preferred stock having a carrying value of $4.0 million, from JAFCO for a total consideration of $3.0 million. The agreement resulted in an extinguishment of the Series B convertible preferred stock and the Company recognized $1.0 million in additional paid-in capital being the difference in fair value of the consideration payable and the carrying value of the Series B convertible preferred stock. As of the date of extinguishment and as of December 31, 2020 the Series B convertible preferred stock subject to repurchase had been mandatorily redeemable within 45 days of the agreement and accordingly had been reclassified to other accrued liabilities on the consolidated balance sheets. Series D Preferred Stock Issuance In 2018, the Security Purchase Agreement with PIF granted PIF rights to purchase the Company’s Series D convertible stock at various tranches. The first tranche of $200.0 million had been issuable upon the approval of the PIF’s equity investment into the Company by CFIUS (refer to Note 6 – Contingent Forward Contracts). The second and third tranches of $400.0 million each had been issuable upon the Company’s satisfaction of certain milestones related to further development and enhancement in marketing, product, and administrative activities. In April 2019, upon CFIUS’s approval of PIF’s equity investment into the Company, the Company received the first $200.0 million proceeds from PIF. In October 2019, the Company received additional $400.0 million upon achieving the first set of milestones. Together with the conversion of $272.0 million Convertible Notes and accrued interest, the Company issued 374,777,281 shares of Series D convertible preferred stock at a price of $2.33 per share, for net proceeds of approximately $872.0 million during the year ended December 31, 2019. In March 2020, the Company received $200.0 million of the remaining $400.0 million in proceeds from PIF and issued 82,496,092 shares of Series D in exchange. In June 2020 the Company successfully satisfied certain of the second set of milestones related to further development and enhancement in marketing, product, and administrative activities, and received a waiver from PIF for the remaining milestones. The Company received the remaining $200 million proceeds in exchange for 82,496,121 shares of Series D convertible preferred stock. See activities related to the PIF Convertible Notes and Series D convertible preferred stock funding as below (in thousands): Conversion of Convertible Notes $ 271,985 Series D received in April 2019 200,000 Series D received in October 2019 400,000 Series D received in March 2020 200,000 Series D received in June 2020 200,000 Contingent forward contract liability reclassified to Series D 39,564 Conversion of preferred stock warrant to Series D in February 2021 3,000 Reclassification of preferred stock warrant liability to Series D in February 2021 9,936 Total proceeds of Series D $ 1,324,485 Series E convertible preferred stock Issuance In September 2020 the Company entered into an arrangement with Ayar to issue and sell Series E convertible preferred stock pursuant to a securities purchase agreement (the “SPAE”). Along with the execution of the SPAE, the Company granted Ayar the right to purchase additional Series E convertible preferred stock upon the Company’s satisfaction of certain milestones in November 2020. The Company determined Ayar’s right to participate in future Series E convertible preferred stock financing to be freestanding, similar to a derivative in the form of contingent forward contracts, and recorded the initial valuation of $0.8 million as a contingent forward contract liability. The contingent forward contract terms were included within the SPAE, which dictated a price of $2.99 per share of Series E convertible preferred stock. The Company needed to satisfy two sets of milestone conditions relating to further development and enhancement in marketing, product, and administrative activities for Ayar to provide funding under the SPAE. Immediately upon closing of the SPAE, the Company received the full first tranche of $500.0 million in funding in exchange for 167,273,525 Series E convertible preferred stock as the requirement for the first milestones were met prior to execution of the purchase agreement. Subsequently, the Company successfully satisfied certain of the second set of milestones and received a waiver from PIF for the remaining milestones; and on December 24, 2020, the investor provided $400.0 million of funding in exchange for 133,818,821 shares as the final issuance of Series E convertible preferred stock related to the second milestones. Upon final settlement, the Company re-valued the liability associated with the contingent forward contract to the then fair value of $110.5 million from a contingent liability of $0.8 million and derecognized the liability as the contract was settled in its entirety. The Company recognized the increase in fair value of $109.7 million in the condensed consolidated statements of operations and reclassified the liability into convertible preferred stock on the Company’s consolidated balance sheets as of December 31, 2020. In February 2021, the Company and Ayar entered into Amendment No. 1 to the original Series E Preferred Stock Purchase Agreement (“Amendment No. 1”). Under the Amendment No. 1, Ayar and the Company agreed to enter into the third closing of additional 133,818,821 shares of Series E convertible preferred stock at $2.99 per share, aggregating to $400.0 million. Upon the signing of the Amendment No. 1, the Company received the issuance proceeds of $400.0 million from Ayar in February 2021. Amendment No. 1 also allowed the Company to provide an opportunity to all current convertible preferred stockholders other than Ayar (“Eligible Holders”) to enter into the fourth closing to purchase up to 23,737,221 shares of Series E convertible preferred stock on a pro rata basis at $2.99 per share, aggregating to $71.0 million. In addition, the amendment allowed the Company to offer for purchase at the fourth closing at $2.99 per share, a number of Series E Preferred Stock to senior management employees, directors, consultants, advisors and/or contractors of the Company (“Additional Purchasers”). The aggregate number of Series E Preferred Stock sold at the third closing and fourth closing would not exceed 200.7 million shares (“Extension Amount”). Ayar committed to purchase the entire Extension Amount to the extent not subscribed by Eligible Holders or Additional Purchasers. In April 2021, the Company issued 66,909,408 Series E convertible preferred stock from the fourth closing at $2.99 per share for cash consideration of $200.0 million. The Company received $107.1 million of the entire cash consideration in March 2021, and the remaining $92.9 million in April 2021. The Company issued Offer Notices to certain of the Company’s management and members of the Board of Directors in March 2021 and April 2021. The Series E convertible preferred stock issued from the fourth closing included 3,034,194 shares to the Company’s management and 1,658,705 shares to members of the Board of Directors. The total issuance to the Company’s management includes 535,275 shares offered to the CEO in April 2021. The offer to employees to participate in a future Series E convertible preferred stock financing represented a fully vested, equity classified award. The excess of the award’s fair value over the purchase price of $123.6 million on each recipient’s grant date during the nine months ended September 30, 2021 was recorded as stock-based compensation. Along with the execution of Amendment No. 1, the Company also increased the authorized number of common shares and convertible preferred stock to 1,316,758,889 and 1,155,909,398 stock, respectively. As of December 31, 2020, the Company had the following convertible preferred stock, par value of $0.0001 per share, authorized, and outstanding (in thousands, except share and per share amounts): As of December 31, 2020 Convertible Shares Authorized Shares Outstanding Net Carrying Value Conversion Per Share to Common Stock Liquidation Per Share Amount Liquidation Amount Series A 32,045,280 32,045,280 $ 11,925 $ 0.38 $ 0.38 $ 12,120 Series B* 24,677,332 24,677,332 23,740 1.13 1.13 28,000 Series C 82,414,075 59,575,253 137,475 2.42 2.42 144,432 Series D 618,720,748 539,769,493 1,311,548 2.33 3.64 1,963,912 Series E 301,092,345 301,092,346 1,009,388 2.99 4.48 1,349,449 Total 1,058,949,780 957,159,704 $ 2,494,076 $ 3,497,913 *As of December 31, 2020, 3,525,332 Series B convertible preferred stock at aggregate fair value of $3.0 million were extinguished and reclassified to other accrued liabilities, with cash settlement occurring in January 2021. The significant rights and preferences of the outstanding convertible preferred stock through the Closing of the Merger are as follows: Dividends —Through the Closing Date, Holders of Series A, Series B, and Series C had been entitled to receive noncumulative dividends at an annual rate of $0.03, $0.09, $0.19 per share, respectively. Holders of Series D and Series E had been entitled to receive noncumulative dividends at the rate of 8% of the Series D and Series E Original Issue Price (as adjusted for any Stock Split Change) per annum on each outstanding share of Series D and Series E through the Closing Date. Such dividends had been payable when and if declared by the Company’s board of directors (the “Board of Directors”). No other dividends would have been paid on any common or convertible preferred stock until such dividends on Series A, Series B, Series C, Series D and Series E had been paid or declared by the Board of Directors. Through the Closing Date, no dividends had been declared. Liquidation Preference —Until the Closing Date, in the event of any liquidation, dissolution, or winding-up of the Company, whether voluntary or involuntary (a Liquidation Event), before any distribution or payment would have been made to holders of common stock, each holder of convertible preferred stock then outstanding would have been entitled to be paid, pro rata, out of the assets of the Company available for distribution to members, whether from capital, surplus, or earnings, in the sequence of Series E, Series D, Series C, Series B and Series A, an amount equal to one and one-half times (1.5x), one and one-half times (1.5x), one time (1x), one time (1x), one time (1x) of the Series E, Series D, Series C, Series B, and Series A original issue price per share (as adjusted for Share Split Changes), plus all declared and unpaid distributions thereon. Voting Rights —Until the Closing Date, the holders of Series A, Series B, Series C, Series D and Series E convertible preferred stock had been entitled to the number of votes equal to the number of common stock into which such convertible preferred stock had been convertible, and with respect to such vote, such holder had been to full voting rights and powers equal to the voting rights and powers of the holders of common stock, and had been entitled, notwithstanding any provision hereof, to notice of any shareholders’ meeting in accordance with our bylaws. The holders of convertible preferred stock and the holders of common stock had been entitled to vote together and not as separate classes. Conversion —Until the Closing Date, each Series A, Series B, Series C, Series D and Series E convertible preferred stock had been convertible, at the option of the holder, into one fully paid nonassessable common stock. The conversion formula had been adjusted for such events as dilutive issuances, stock splits, or business combinations. Each share of Series A, Series B, Series C, Series D and Series E convertible preferred stock had been automatically converted into one share of common stock at the applicable conversion price upon the earlier of (1) vote or written consent of the holders of at least 66.67% of the outstanding Series A, Series B, Series C, Series D or 50% for Series E convertible preferred stock, as applicable (each calculated on an as-converted basis), voting as a class, or (2) immediately before the closing of the Company’s sale of its common stock in a firm commitment underwritten public offering on a U.S. national securities exchange or other internationally recognized securities exchange, which had been reflected a pre-offering market capitalization in excess of $2.5 billion and which had resulted in gross proceeds to the Company of at least $200.0 million (before payment of underwriters’ discounts, commissions and offering expenses) (such transaction, a “Qualified IPO”). Antidilution Adjustment —Until the Closing Date, subject to certain exceptions, if the Company had issued additional common stock without consideration or for a consideration per share, less than the conversion price with respect to such series of the convertible preferred stock in effect immediately before the issuance of such additional shares, the conversion price of such series of convertible preferred stock in effect immediately before each such issuance had been automatically adjusted. The new conversion price for such series of convertible preferred stock had been determined by multiplying the conversion price for such series of convertible preferred stock then in effect by a fraction, the numerator of which had been the number of common stock outstanding immediately before such issuance, plus the number of shares that the aggregate consideration received by the Company for such issuance would purchase at such conversion price then in effect, and the denominator of which had been the number of common stock outstanding immediately before such issuance, plus the number of such additional common stock to be issued. |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY (DEFICIT) | STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock The Company has authorized the issuance of 10,000,000 shares of undesignated preferred stock with a par value of $0.0001 per share with rights and preferences, including voting rights, designated from time to time by the board of directors. As of September 30, 2021, there were no issued and outstanding shares of preferred stock. Common Stock On July 23, 2021, in connection with the reverse recapitalization treatment of the Merger, the Company effectively issued 425,395,023 new shares of common stock upon the Closing. The Company also converted all 1,155,909,367 shares of its issued and outstanding convertible preferred stock into 1,155,909,367 new shares of common stock as of the Closing of the Merger based upon the conversion rate as calculated pursuant to Legacy Lucid’s memorandum and articles of association. Immediately following the Merger, there were 1,618,621,534 shares of common stock outstanding with a par value of $0.0001. The holder of each share of common stock is entitled to one vote. Common Stock Warrants On July 23, 2021, in connection with the reverse recapitalization treatment of the Merger, the Company effectively issued 41,400,000 publicly-traded warrants to purchase shares of its common stock. Each whole warrant entitles the holder to purchase one share of the Company’s common stock at a price of $11.50 per share. The public warrants were exercisable as of August 22, 2021 and expire on July 23, 2026, if not yet exercised by the holder or redeemed by the Company. During the three and nine months ended September 30, 2021, an aggregate of 32,082,532 public warrants were exercised, of which 17,015,311 were exercised on a cashless basis. The aggregate cash proceeds received from the exercise of these public warrants were $173.3 million. A summary of activity of the Company’s issued and outstanding public warrants is as follows: September 30, Public warrants issued in connection with Merger on July 23, 2021 41,400,000 Number of public warrants exercised (32,082,532) Issued and outstanding public warrants as of September 30, 2021 9,317,468 On September 8, 2021 the Company issued a redemption notice to the holders of the public warrants pursuant to which the Company would redeem any remaining issued and outstanding warrants at a price of $0.01 per warrant at the scheduled redemption date. Upon the redemption notification, holders of the public warrants only had the right to exercise their outstanding warrants prior to the scheduled redemption date on a cashless basis. On October 14, 2021, the Company extended the redemption date to October 29, 2021. Subsequent to September 30, 2021 and prior to the conclusion of the redemption notice period on October 29, 2021, an aggregate of 8,951,665 public warrants were exercised on a cashless basis. At the conclusion of the redemption notice period on October 29, 2021, the remaining 365,803 public warrants issued and outstanding were redeemed at price of $0.01 per warrant. Common Stock Reserved for Issuance The Company’s common stock reserved for future issuances as of September 30, 2021 and December 31, 2020, are as follows: September 30, December 31, Convertible preferred stock (on an as-converted basis) — 957,159,704 Convertible preferred stock warrant (on an as-converted basis) — 1,546,799 Private warrants to purchase common stock 44,350,000 — Public warrants to purchase common stock 9,317,468 — Stock options outstanding 67,013,622 70,675,318 Restricted stock units outstanding 43,183,277 — Shares available for future grants under equity plans 12,894,374 10,526,235 Total shares of common stock reserved 176,758,741 1,039,908,056 |
EARNBACK SHARES AND WARRANTS
EARNBACK SHARES AND WARRANTS | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
EARNBACK SHARES AND WARRANTS | EARNBACK SHARES AND WARRANTSDuring the period between the Closing and the five-year anniversary of the Closing, the Churchill Sponsor has subjected the 17,250,000 Sponsor Earnback Shares of issued and outstanding common stock and 14,783,333 Sponsor Earnback Warrants of issued and outstanding private warrants to potential forfeiture to Lucid for no consideration until the occurrence of each tranche’s respective earnback triggering event. The 17,250,000 Sponsor Earnback Shares are comprised of three separate tranches of 5,750,000 shares per tranche. The 14,783,333 Sponsor Earnback Warrants are comprised of three separate tranches of (i) 4,927,778 warrants, (ii) 4,927,778 warrants, and (iii) 4,927,777 warrants. The earnback triggering events for the three respective tranches of the Sponsor Earnback Shares and Sponsor Earnback Warrants will be met upon the earlier of (i) the date on which the volume-weighted average trading sale price of one share of our common stock quoted on Nasdaq is greater than or equal to $20.00, $25.00, and $30.00, respectively, for any 40 trading days within any 60 consecutive trading day period or (ii) a change in control of Lucid pursuant to which stockholders of Lucid have the right to receive consideration implying a value per share greater than or equal to $20.00, $25.00, and $30.00, respectively. The earnback triggering events were determined to be indexed to the Company’s common stock as the earnback triggering events are measured on a dilutive basis. The first earnback triggering event related to achieving a volume-weighted average trading sale price greater than or equal to $20.00 for any 40 trading days within any 60 consecutive trading day period was satisfied on September 29, 2021. As a result, the first tranche of the Sponsor Earnback Shares and Sponsor Earnback Warrants, or 5,750,000 shares of common stock and 4,927,778 private warrants respectively, were vested and no longer subject to the transfer restrictions and contingent forfeiture provisions. |
STOCK-BASED AWARDS
STOCK-BASED AWARDS | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED AWARDS | STOCK-BASED AWARDS Legacy Lucid 2021 Stock Incentive Plan In January 2021, the Company’s board of directors adopted and the stockholders approved the 2021 Stock Incentive Plan (the “2021 Plan”). The 2021 Plan replaced the Company’s 2014 Plan. The 10,526,235 shares reserved for future issuance under the 2014 Plan were removed and added to the share reserve under the 2021 Plan. The 2021 Plan provided for the grant of incentive stock options, non-statutory stock options, restricted shares, restricted stock units (“RSU”), share appreciation rights, performance based awards and cash based awards to the Company’s employees, directors, and consultants. Lucid 2021 Stock Incentive Plan and ESPP Addendum In July 2021, the Company’s board of directors adopted and the stockholders approved the 2021 Incentive Plan (the “2021 Incentive Plan”), which includes an employee stock purchase plan as an addendum (the “ ESPP Addendum ”). The 2021 Incentive Plan replaced the 2021 Plan. The 2021 Incentive Plan provides for the grant of restricted shares, non-qualified stock options, incentive stock options, unrestricted shares, stock appreciation rights, restricted stock units and cash awards. Shares of common stock underlying awards that are forfeited or cancelled generally are returned to the pool of shares available for issuance under the 2021 Incentive Plan. The ESPP Addendum authorizes the issuance of shares of common stock pursuant to purchase rights granted to employees. The purchase price for each share purchased during an offering period will be the lesser of 85% of the fair market value of the share on the purchase date or 85% of the fair market value of the share on the offering date. The offering dates and purchase dates for the ESPP Addendum are determined at the discretion of the Company’s board of directors. As of September 30, 2021, the Company had not yet launched its ESPP Addendum. The number of shares of common stock that remain available for issuance under the 2021 Incentive Plan, including the ESPP Addendum, was 12,894,374 as of September 30, 2021. Stock Options The Company’s outstanding stock options generally expire 10 years from the date of grant and are exercisable when the options vest. Incentive stock options and non-statutory options generally vest over four years, the majority of which vest at a rate of 25% on the first anniversary of the grant date, with the remainder vesting ratably each month over the next three years. A summary of stock option activity is as follows: Outstanding Options Number of Options Weighted Average Exercise Price Weighted-Average Remaining Contractual Term Intrinsic Value (in thousands) Balance—December 31, 2020 70,675,318 $ 0.84 7.8 $ 647,218 Options granted 8,402,925 2.85 Options exercised (8,966,272) 0.69 Options canceled (3,098,349) 1.68 Balance—September 30, 2021 67,013,622 $ 1.07 6.8 $ 1,628,923 Options vested and exercisable September 30, 2021 41,932,824 $ 0.75 5.7 $ 1,032,660 Aggregate intrinsic value represents the difference between the exercise price of the options and the fair value of common shares. The aggregate intrinsic value of options exercised was approximately $152.8 million for the nine months ended September 30, 2021, and $3.4 million for the nine months ended September 30, 2020. The total fair value of stock options granted during the nine months ended September 30, 2021 and 2020, was approximately $24.0 million and $16.1 million, respectively, which is recognized over the respective vesting periods. The total fair value of stock options vested during the nine months ended September 30, 2021 and 2020, was approximately $4.7 million and $3.1 million, respectively. The Company estimates the fair value of the options utilizing the Black-Scholes option pricing model, which is dependent upon several variables, including expected option term, expected volatility of the Company’s share price over the expected term, expected risk-free interest rate over the expected option term, and expected dividend yield rate over the expected option term, and actual forfeiture rates. A summary of the assumptions the Company utilized to record compensation expense for stock options granted during the three and nine months ended September 30, 2021 and 2020, is as follows: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Weighted average volatility —% 50.4% 41.9% 65.2% Expected term (in years) 0.0 5.8 5.9 5.9 Risk-free interest rate —% 1.6% 0.6% 0.9% Expected dividends $ — $ — $ — $ — Restricted Stock Unit A summary of RSU award activity is as follows: Restricted Stock Units Time-Based Shares Performance-Based Shares Total Shares Weighted-Average Grant-Date Fair Value Nonvested balance as of December 31, 2020 — — — $ — Granted 27,500,001 16,024,411 43,524,412 19.41 Cancelled/Forfeited (341,135) — (341,135) 22.79 Nonvested balance as of September 30, 2021 27,158,866 16,024,411 43,183,277 $ 19.38 Time-based RSUs vest based on a performance condition and a service condition. The performance condition was satisfied upon the Closing of the Merger, and the service condition will be met generally over 4.0 years. The Company granted 13,834,748 shares of the time-based RSUs to the CEO that will vest in sixteen equal quarterly installments beginning on December 5, 2021, subject to continuous employment. The service condition for 25% of the Company’s non-CEO RSUs will be satisfied 375 days after the Closing. The remaining RSUs will be satisfied in equal quarterly installments thereafter, subject to continuous employment. The fair value of these time-based RSUs was measured using the fair value of the Company’s common stock on the date of the grant, as based on the market price of Churchill’s stock adjusted for the expected exchange ratio at the time, and discounted for lack of marketability. All performance-based RSUs are granted to the CEO. The CEO performance RSUs will vest subject to the performance and market conditions. The performance condition was satisfied upon the Closing. The market conditions will be satisfied and vest in five tranches based on the achievement of market capitalization goals applicable to each tranche over a six-month period subject to the CEO’s continuous employment through the applicable vesting date. Any CEO performance RSUs that have not vested within five years after the Closing will be forfeited. As of September 30, 2021, none of the market capitalization goals had been achieved. The fair value of these performance-based RSUs was measured on the grant date, March 27, 2021, using a Monte Carlo simulation model, with the following assumptions: Weighted average volatility 60.0% Expected term (in years) 5.0 Risk-free interest rate 0.9% Expected dividends — The Company recognizes compensation expense on a graded vesting schedule over the requisite vesting period for the time-based awards and over the derived service period for the CEO performance RSUs. Stock-based compensation expense is recognized when the relevant performance condition is considered probable of achievement for the performance-based award. Stock-Based Compensation Expense Total employee and nonemployee stock-based compensation expense for the three and nine months ended September 30, 2021 and 2020, is classified in the consolidated statements of operations as follows (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Research and development $ 59,196 $ 679 $ 85,899 $ 2,072 Selling, general and administrative 177,760 597 280,301 1,185 Total $ 236,956 $ 1,276 $ 366,200 $ 3,257 Total stock-based compensation expense for the three and nine months ended September 30, 2021 includes $235.6 million stock-based compensation expense related to the RSUs. The nine months ended September 30, 2021 also includes $123.6 million stock-based compensation expense related to the Series E convertible preferred stock issuances in March 2021 and April 2021. Refer to Note 6 “Contingent Forward Contracts” and Note 9 “Convertible Preferred Stock” for more information. The unamortized share-based compensation related to awards that are not vested was $732.2 million as of September 30, 2021, and weighted average remaining amortization period as of September 30, 2021 was 2.7 years. |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
LEASES | LEASES The Company has entered into various non-cancellable operating and finance lease agreements for certain of the Company’s offices, manufacturing and warehouse facilities, retail and service locations, equipment, vehicles, and solar energy systems, worldwide. The Company has determined if an arrangement is a lease, or contains a lease, including embedded leases, at inception and records the leases in the Company’s financial statements upon later of ASC 842 adoption date of January 1, 2021, or lease commencement, which is the date when the underlying asset is made available for use by the lessor. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Our assessed lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Certain operating leases provide for annual increases to lease payments based on an index or rate. The Company estimates the annual increase in lease payments based on the index or rate at the lease commencement date, for both the Company’s historical leases and for new leases commencing after January 1, 2021. Differences between the estimated lease payment and actual payment are expensed as incurred. Lease expense for finance lease payments is recognized as amortization expense of the finance lease ROU asset and interest expense on the finance lease liability over the lease term. The balances for the operating and finance leases where the Company is the lessee are presented as follows within the Company’s consolidated balance sheet (in thousands): As of September 30, 2021 Operating leases: Operating lease right-of-use assets $ 143,782 Other current liabilities $ 14,611 Other long-term liabilities 169,433 Total operating lease liabilities $ 184,044 Finance leases: Property, plant and equipment, net 7,825 Total finance lease assets $ 7,825 Finance lease liabilities, current portion $ 3,268 Finance lease liabilities, net of current portion 4,687 Total finance lease liabilities $ 7,955 The components of lease expense are as follows within the Company’s consolidated statement of operations (in thousands): Three Months Ended September 30, 2021 Nine Months Ended Operating lease expense: Operating lease expense (1) $ 8,261 $ 21,811 Variable lease expense 595 1,754 Finance lease expense: Amortization of leased assets $ 800 $ 2,032 Interest on lease liabilities 115 328 Total finance lease expense $ 915 $ 2,360 Total lease expense $ 9,771 $ 25,925 (1) Includes short-term leases, which are immaterial. Other information related to leases where the Company is the lessee is as follows: As of September 30, 2021 Weighted-average remaining lease term (in years): Operating leases 7.9 Finance leases 2.4 Weighted-average discount rate: Operating leases 11.20 % Finance leases 6.10 % Supplemental cash flow information related to leases where the Company is the lessee is as follows (in thousands): Nine Months Ended Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 4,516 Operating cash flows from finance leases (interest payments) 328 Financing cash flows from finance leases 1,915 Leased assets obtained in exchange for new operating lease liabilities 61,497 Leased assets obtained in exchange for new finance lease liabilities 70,756 As of September 30, 2021, the maturities of the Company’s operating and finance lease liabilities (excluding short-term leases) were as follows (in thousands): Operating Leases Finance Leases Three months ending September 30, 2021 $ 8,969 $ 939 2022 35,539 3,586 2023 35,043 3,234 2024 35,400 769 2025 34,484 — Thereafter 132,938 — Total minimum lease payments 282,373 8,528 Less: Interest (98,329) (573) Present value of lease obligations 184,044 7,955 Less: Current portion 14,611 3,268 Long-term portion of lease obligations $ 169,433 $ 4,687 As previously reported in the Company’s audited financial statements for the year ended December 31, 2020 and under legacy lease accounting (ASC 840), future minimum lease payments under non-cancellable leases as of December 31, 2020 are as follows (in thousands): Operating Leases Finance Leases 2021 $ 25,490 $ 1,729 2022 28,837 1,547 2023 27,633 1,174 2024 28,207 9 2025 27,474 — Thereafter 116,155 — Total minimum lease payments $ 253,796 4,459 Less: Interest (1,202) Present value of lease obligations 3,257 Less: Current portion (1,261) Long-term portion of lease obligations 1,996 |
LEASES | LEASES The Company has entered into various non-cancellable operating and finance lease agreements for certain of the Company’s offices, manufacturing and warehouse facilities, retail and service locations, equipment, vehicles, and solar energy systems, worldwide. The Company has determined if an arrangement is a lease, or contains a lease, including embedded leases, at inception and records the leases in the Company’s financial statements upon later of ASC 842 adoption date of January 1, 2021, or lease commencement, which is the date when the underlying asset is made available for use by the lessor. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Our assessed lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Certain operating leases provide for annual increases to lease payments based on an index or rate. The Company estimates the annual increase in lease payments based on the index or rate at the lease commencement date, for both the Company’s historical leases and for new leases commencing after January 1, 2021. Differences between the estimated lease payment and actual payment are expensed as incurred. Lease expense for finance lease payments is recognized as amortization expense of the finance lease ROU asset and interest expense on the finance lease liability over the lease term. The balances for the operating and finance leases where the Company is the lessee are presented as follows within the Company’s consolidated balance sheet (in thousands): As of September 30, 2021 Operating leases: Operating lease right-of-use assets $ 143,782 Other current liabilities $ 14,611 Other long-term liabilities 169,433 Total operating lease liabilities $ 184,044 Finance leases: Property, plant and equipment, net 7,825 Total finance lease assets $ 7,825 Finance lease liabilities, current portion $ 3,268 Finance lease liabilities, net of current portion 4,687 Total finance lease liabilities $ 7,955 The components of lease expense are as follows within the Company’s consolidated statement of operations (in thousands): Three Months Ended September 30, 2021 Nine Months Ended Operating lease expense: Operating lease expense (1) $ 8,261 $ 21,811 Variable lease expense 595 1,754 Finance lease expense: Amortization of leased assets $ 800 $ 2,032 Interest on lease liabilities 115 328 Total finance lease expense $ 915 $ 2,360 Total lease expense $ 9,771 $ 25,925 (1) Includes short-term leases, which are immaterial. Other information related to leases where the Company is the lessee is as follows: As of September 30, 2021 Weighted-average remaining lease term (in years): Operating leases 7.9 Finance leases 2.4 Weighted-average discount rate: Operating leases 11.20 % Finance leases 6.10 % Supplemental cash flow information related to leases where the Company is the lessee is as follows (in thousands): Nine Months Ended Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 4,516 Operating cash flows from finance leases (interest payments) 328 Financing cash flows from finance leases 1,915 Leased assets obtained in exchange for new operating lease liabilities 61,497 Leased assets obtained in exchange for new finance lease liabilities 70,756 As of September 30, 2021, the maturities of the Company’s operating and finance lease liabilities (excluding short-term leases) were as follows (in thousands): Operating Leases Finance Leases Three months ending September 30, 2021 $ 8,969 $ 939 2022 35,539 3,586 2023 35,043 3,234 2024 35,400 769 2025 34,484 — Thereafter 132,938 — Total minimum lease payments 282,373 8,528 Less: Interest (98,329) (573) Present value of lease obligations 184,044 7,955 Less: Current portion 14,611 3,268 Long-term portion of lease obligations $ 169,433 $ 4,687 As previously reported in the Company’s audited financial statements for the year ended December 31, 2020 and under legacy lease accounting (ASC 840), future minimum lease payments under non-cancellable leases as of December 31, 2020 are as follows (in thousands): Operating Leases Finance Leases 2021 $ 25,490 $ 1,729 2022 28,837 1,547 2023 27,633 1,174 2024 28,207 9 2025 27,474 — Thereafter 116,155 — Total minimum lease payments $ 253,796 4,459 Less: Interest (1,202) Present value of lease obligations 3,257 Less: Current portion (1,261) Long-term portion of lease obligations 1,996 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Contractual Obligations As of September 30, 2021, and December 31, 2020, the Company had $363.0 million and $406.1 million in commitments related to the Arizona manufacturing plant and equipment. This represents future expected payments on open purchase orders entered into as of September 30, 2021, and December 31, 2020. T he Company entered into a non-cancellable purchase commitment to purchase battery cells over the next 3 years with various vendors. Battery cell costs can fluctuate from time to time based on, among other things, supply and demand, costs of raw materials, and purchase volumes. The estimated purchase commitment as of September 30, 2021 is as follows (in thousands): Years ended December 31, Minimum Purchase Commitment 2021 (remainder of the year) $ 104,370 2022 202,400 2023 202,400 Total $ 509,170 In recognition of the CEO’s efforts on the Merger, the board of directors approved a $2 million transaction bonus payable to the CEO subject to certain conditions. The transaction bonus was paid to the CEO during the three months ended September 30, 2021. Legal Matters From time to time, the Company may be involved in litigation relating to claims arising out of the Company’s operations in the normal course of business. Management is not currently aware of any matters that could have a material adverse effect on the financial position, results of operations, or cash flows of the Company. However, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities. There is no material pending or threatened litigation against the Company that remains outstanding as of September 30, 2021. Indemnification In the ordinary course of business, the Company may provide indemnification of varying scope and terms to customers, vendors, investors, directors, and officers with respect to certain matters, including, but not limited to, losses arising out of our breach of such agreements, services to be provided by the Company, or from intellectual property infringement claims made by third parties. These indemnification provisions may survive termination of the underlying agreement and the maximum potential amount of future payments the Company could be required to make under these indemnification provisions may not be subject to maximum loss clauses. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is indeterminable. The Company has never paid a material claim, nor has it been sued in connection with these indemnification arrangements. The Company has indemnification obligations with respect to letters of credit and surety bond primarily used as security against facility leases and utilities infrastructure in the amount of $29.9 million |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company's provision from income taxes for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items, if any, that arise during the period. Each quarter, the Company updates its estimate of the annual effective tax rate, and if the estimated annual effective tax rate changes, the Company makes a cumulative adjustment in such period. The Company's quarterly tax provision, and estimate of its annual effective tax rate, is subject to variation due to several factors, including variability in pre-tax income (or loss), the mix of jurisdictions to which such income relates, changes in how the Company does business, and tax law developments. The Company's estimated effective tax rate for the year differs from the U.S. statutory rate of 21% because the entity is in a year-to-date and forecasted loss position; therefore, any taxes reported are due to foreign income taxes and state minimum taxes. The Company recorded an income tax provision of $0.0 million for the three and nine months ended September 30, 2021, as compared to an income tax benefit of $0.1 million and $0.2 million for the same periods in the prior year. This resulted in an effective tax rate of 0.0% for the three and nine months ended September 30, 2021, and the same periods prior year. As of September 30, 2021, and December 31, 2020, the Company had unrecognized tax benefits of $65.6 million and $42.9 million, of which $2.6 million, if recognized for both periods, would favorably impact the Company's effective tax rate. The Company does not anticipate a material change in its unrecognized tax benefits in the next 12 months. On June 29, 2020, the California governor signed into law the 2020 Budget Act, which temporarily suspends the utilization of net operating losses and limits the utilization of the research credit to $5.0 million annually for 2020, 2021 and 2022. The Company is continuing to assess the 2020 Budget Act, but currently does not expect any material impact to the condensed consolidated financial statements. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NET LOSS PER SHARE The weighted-average number of shares of common stock outstanding prior to the Merger have been retroactively adjusted by the Exchange Ratio to give effect to the reverse recapitalization treatment of the Merger. Shares of common stock issued as a result of the conversion of Legacy Lucid convertible preferred stock in connection with the Closing have been included in the basic net loss per share calculation on a prospective basis. Basic and diluted net loss per share attributable to common stockholders are calculated as follows (in thousands, except share and per share amounts): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Net loss $ (524,403) $ (161,237) $ (1,534,081) $ (408,105) Deemed dividend related to the issuance of Series E convertible preferred stock — — (2,167,332) — Net loss attributable to common stockholders $ (524,403) $ (161,237) $ (3,701,413) $ (408,105) Weighted-average shares outstanding—basic and diluted 1,217,032,285 24,279,817 432,654,607 20,889,062 Net loss per share: Basic and diluted $ (0.43) $ (6.64) $ (8.56) $ (19.54) The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect: Excluded Securities September 30, 2021 September 30, 2020 Convertible preferred stock (on an as-converted basis) — 825,191,683 Convertible preferred stock warrants (on an as-converted basis) — 1,546,799 Private warrants to purchase common stock 34,494,445 — Public warrants to purchase common stock 9,317,468 — Options outstanding to purchase common stock 67,013,622 65,641,710 RSUs outstanding 27,158,866 — Total 137,984,401 892,380,192 The 11,500,000 shares and 9,855,555 shares of common stock equivalents subject to the remaining Sponsor Earnback Shares and Sponsor Earnback Warrants, respectively, are excluded from the anti-dilutive table above as of September 30, 2021 as the underlying shares remain contingently issuable as the earnback triggering events have not been satisfied. The 16,024,411 shares of common stock equivalents subject to RSUs are also excluded from the anti-dilutive table above as of September 30, 2021 as the underlying shares also remain contingently issuable since the market conditions have not been satisfied. |
EMPLOYEE BENEFIT PLAN
EMPLOYEE BENEFIT PLAN | 9 Months Ended |
Sep. 30, 2021 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLAN | EMPLOYEE BENEFIT PLANThe Company has a 401(k) savings plan (the “401(k) Plan”) that qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the 401(k) Plan, participating employees may elect to contribute up to 100% of their eligible compensation, subject to certain limitations. The 401(k) Plan provides for a discretionary employer-matching contribution. The Company made no matching contribution to the 401(k) Plan for the nine months ended September 30, 2021 and 2020. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Public Investment Fund Internship Agreement In July 2021, we entered into an agreement with PIF, the parent entity of Ayar, our majority stockholder, to implement a recruitment and talent development program pursuant to which we agreed to evaluate, employ and train participants nominated by PIF during six-month internships, and PIF agreed to reimburse us for expenses related to participant wages, visa fees, medical insurance, airfare and housing incurred by us. We expect to be reimbursed by PIF in an aggregate of $1 million in 2022 for such expenses. No reimbursement was received through September 30, 2021. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS In connection with the preparation of the condensed consolidated financial statements for the three and nine months ended September 30, 2021, the Company evaluated subsequent events and concluded there were no subsequent events that required recognition in the condensed consolidated financial statements. On September 8, 2021, the Company announced that it would redeem (the “Redemption”) all of its public warrants that remained outstanding on October 8, 2021 (the “Initial Redemption Date”), for a redemption price of $0.01 per public warrant (the “Redemption Price”). In connection with the Redemption, the Company elected to require that any exercises of public warrants be made on a “cashless” basis, entitling each warrant holder to receive 0.4458 of a share of the Company’s common stock for each public warrant surrendered for exercise. Pursuant to the terms of the public warrants, any public warrants that were not exercised prior to the Initial Redemption Date were reduced to the right to receive the Redemption Price. On October 13, 2021, the public warrants were delisted from The Nasdaq Stock Market (“Nasdaq”). On October 14, 2021, the Company extended the redemption date of its public warrants to October 29, 2021. Subsequent to September 30, 2021 and prior to the conclusion of the redemption notice period on October 29, 2021, an aggregate of 8,951,665 public warrants were exercised on a cashless basis. At the conclusion of the redemption notice period on October 29, 2021, the remaining 365,803 public warrants issued and outstanding were redeemed at price of $0.01 per warrant. In October 2021, the Company repurchased an aggregate of 857,825 shares of its common stock from certain individuals (the “Individual Sellers”) who were directors and employees of the Company’s predecessor, Atieva, Inc. (“Atieva”) (such transactions, the “Repurchases”). The repurchase price was $24.15 per share, which was equal to the average closing price of the Company’s common stock on the Nasdaq Global Select Market for the three trading day period ending on and including October 6, 2021, the second trading day prior to the date of the Repurchases. The Repurchases were effected solely to allow the Individual Sellers to satisfy certain tax obligations (including tax withholding obligations of the Company) incurred in connection with such Individual Sellers’ purchase of shares of Series E Preferred Stock from Atieva on April 2, 2021. The Company applied the proceeds received from the repurchases to the applicable U.S. tax authorities to satisfy tax obligations. The Company is accounting for the repurchased shares as treasury stock. The Individual Sellers include Peter Rawlinson, a director of the Company and the Company’s Chief Executive Officer and Chief Technology Officer, from whom the Company repurchased 178,796 shares; Eric Bach, the Company’s Senior Vice President, Product and Chief Engineer, from whom the Company repurchased 195,557 shares; Michael Bell, the Company’s Senior Vice President, Digital, from whom the Company repurchased 33,526 shares; and Tony Posawatz, a director of the Company, from whom the Company repurchased 14,511 shares. In October 2021, the Company entered into a purchase commitment with a vendor to purchase battery cells over the next 8 years pursuant to which the Company will need to make non-cancellable prepayments in five installments for a total aggregate amount of $148.0 million. In October 2021, the Company entered into new retail lease agreements for various locations. The leases commenced in October 2021 and will expire on or before May 2029. Under the lease agreements, the Company will pay base rent from $0.3 million to $0.6 million annually. In late October 2021, reservation holders of Lucid Air Dream Edition models began receiving their vehicles, with customer deliveries ramping up thereafter. In early November 2021, enrollment began in the Lucid Group, Inc. 2021 Employee Stock Purchase Plan. In November 2021, our compensation committee approved the payment of annual cash bonuses for 2021 to certain executive officers in view of the successful achievement of the start of production and start of customer deliveries of the Lucid Air, as well as their |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) regarding interim financial reporting . Certain information and disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read together with the Company’s audited consolidated financial statements and accompanying notes as of and for the years ended December 31, 2020 and 2019 included in the final prospectus and definitive proxy statement filed on June 25, 2021 with the SEC pursuant to Rule 424(b)(3) under the Securities Act. In management’s opinion, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of September 30, 2021 and the results of operations for the three and nine months ended September 30, 2021 and 2020. The results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the full year ending December 31, 2021 or any other future interim or annual period. The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of EstimatesThe preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Significant estimates, assumptions and judgments made by management include, among others, the determination of the useful lives of property and equipment, fair value of preferred stock warrants, fair value of common stock warrants, fair value of contingent forward contracts liability, valuation of deferred income tax assets and uncertain tax positions, fair value of common stock and other assumptions used to measure stock-based compensation expense, and estimated incremental borrowing rates for assessing operating and financing lease liabilities. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with an original or remaining maturity at the date of purchase of three months or less to be cash equivalents. Restricted cash in the other current assets is comprised primarily of customer reservation payments for electric vehicles and other escrow deposit for building of the Arizona plant. Restricted cash included in other non-current assets is primarily related to letters of credit issued to the landlord for the Company’s headquarter in Newark, California and retail locations, and escrow deposit required under the escrow agreement for the lease with Pinal county, Arizona, related to the Arizona plant. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents, short-term investments, and accounts receivable. The Company places its cash primarily with domestic financial institutions that are federally insured within statutory limits, but at times its deposits may exceed federally insured limits. Further, accounts receivable primarily consists of current trade receivables from a single customer as of September 30, 2021 and December 31, 2020, and the Company’s revenue is primarily from the same customer for each of the three and nine months ended September 30, 2021 and 2020. |
Common Stock Warrants | Common Stock Warrants The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. Liability-classified common stock warrants are subject to remeasurement to fair value as of any respective exercise date and as of each subsequent balance sheet date with changes in fair value recorded in the Company’s statement of operations. For issued or modified common stock warrants outstanding that meet all of the criteria for equity classification, the common stock warrants are recorded as a component of additional paid-in capital and are not remeasured to fair value in subsequent reporting periods. The Company’s publicly traded common stock warrants (the “public warrants”) are equity-classified instruments because they are deemed indexed to the Company’s own common stock and did not contain any provision that could require net cash settlement unless the holders of the underlying shares would also receive the same form of consideration as the holders of public warrants. The Company’s privately placed common stock warrants (the “private warrants”) are liability-classified instruments because they are not deemed indexed to the Company’s own common stock. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02 (“ASC 842”), Leases, to require lessees to recognize all leases, with certain exceptions, on the balance sheet, while recognition on the statement of operations will remain similar to current lease accounting. Subsequently, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases, ASU No. 2018-11, Targeted Improvements, ASU No. 2018-20, Narrow-Scope Improvements for Lessors, and ASU 2019-01, Codification Improvements, to clarify and amend the guidance in ASU No. 2016-02. ASC 842 eliminates real estate-specific provisions and modifies certain aspects of lessor accounting. This standard is effective for interim and annual periods beginning after December 15, 2018 for public business entities. Private companies are required to adopt the new leases standard for annual periods beginning after December 15, 2021 and interim periods in annual periods beginning after December 15, 2022. Early adoption is permitted for all entities. The Company adopted ASC 842 as of January 1, 2021 using the modified retrospective approach (“adoption of the new lease standard”). This approach allows entities to either apply the new lease standard to the beginning of the earliest period presented or only to the consolidated financial statements in the period of adoption without restating prior periods. The Company has elected to apply the new guidance at the date of adoption without restating prior periods. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which allowed the Company to carry forward the historical determination of contracts as leases, lease classification and not reassess initial direct costs for historical lease arrangements. Accordingly, previously reported financial statements, including footnote disclosures, have not been recast to reflect the application of the new standard to all comparative periods presented. The finance lease classification under ASC 842 includes leases previously classified as capital leases under ASC 840. The Company has lease agreements with lease and non-lease components, including embedded leases, and has elected not to utilize the practical expedient to account for lease and non-lease components together, rather the Company is accounting for the lease and non-lease components separately on the consolidated financial statements. Operating lease assets are included within operating lease right-of-use (“ROU”) assets. Finance lease assets are included within property, plant and equipment, net. The corresponding operating lease liabilities and finance lease liabilities are included within other current liabilities and other long-term liabilities on the Company’s consolidated balance sheet as of September 30, 2021. The Company has elected not to present short-term leases on the consolidated balance sheet as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that the Company is reasonably certain to exercise. All other lease assets and lease liabilities are recognized based on the present value of lease payments over the lease term at the later of ASC 842 adoption date or lease commencement date. Because most of the Company’s leases do not provide an implicit rate of return, the Company used the Company’s incremental borrowing rate based on the information available at adoption date or lease commencement date in determining the present value of lease payments. Adoption of the new lease standard The cumulative effect of the changes made to the Company’s consolidated balance sheet as of January 1, 2021 for the adoption of the new lease standard was as follows (in thousands): Balances at December 31, 2020 Adjustments from Balances at Assets Prepaid expenses $ 21,840 $ (180) $ 21,660 Property, plant and equipment, net 713,274 3,237 716,511 Operating lease right-of-use assets — 90,932 90,932 Liabilities Other current liabilities 151,753 8,030 159,783 Other long-term liabilities 39,139 86,152 125,291 In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which simplifies the accounting for income taxes by eliminating some exceptions to the general approach in Topic 740, Income Taxes in order to reduce cost and complexity of its application. For public business entities, the guidance is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. For nonpublic entities, the guidance is effective for fiscal years beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted if financial statements have not yet been issued (for public business entities) or have not yet been made available for issuance (for all other entities). The Company adopted this ASU starting on January 1, 2021. The adoption of this ASU did not have an immediate impact to the consolidated financial statements and related disclosure. The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements or notes thereto. |
Fair Value Measurement | The accounting standard for fair value measurements provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. Fair value is defined as the price that would be received for an asset or the “exit price” that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between independent market participants on the measurement date. The Company measures financial assets and liabilities at fair value at each reporting period using a fair value hierarchy, which requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. This hierarchy prioritizes the inputs into three broad levels as follows: • Level 1 —Quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2 —Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 —Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. Factors used to develop the estimated fair value are unobservable inputs that are not supported by market activity. The sensitivity of the fair value measurement to changes in unobservable inputs may result in a significantly higher or lower measurement. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Cash | The following table provides a reconciliation of cash and restricted cash to amounts shown in the statements of cash flows (in thousands): September 30, December 31, September 30, December 31, Cash $ 4,796,880 $ 614,412 $ 512,675 $ 351,684 Restricted cash included in other current assets 10,970 11,278 16,998 19,767 Restricted cash included in other noncurrent assets 24,716 14,728 9,286 8,200 Total cash and restricted cash $ 4,832,566 $ 640,418 $ 538,959 $ 379,651 |
Schedule of Restricted Cash | The following table provides a reconciliation of cash and restricted cash to amounts shown in the statements of cash flows (in thousands): September 30, December 31, September 30, December 31, Cash $ 4,796,880 $ 614,412 $ 512,675 $ 351,684 Restricted cash included in other current assets 10,970 11,278 16,998 19,767 Restricted cash included in other noncurrent assets 24,716 14,728 9,286 8,200 Total cash and restricted cash $ 4,832,566 $ 640,418 $ 538,959 $ 379,651 |
Schedule of Cumulative Effect of Adoption of Accounting Standards Update | The cumulative effect of the changes made to the Company’s consolidated balance sheet as of January 1, 2021 for the adoption of the new lease standard was as follows (in thousands): Balances at December 31, 2020 Adjustments from Balances at Assets Prepaid expenses $ 21,840 $ (180) $ 21,660 Property, plant and equipment, net 713,274 3,237 716,511 Operating lease right-of-use assets — 90,932 90,932 Liabilities Other current liabilities 151,753 8,030 159,783 Other long-term liabilities 39,139 86,152 125,291 |
REVERSE RECAPITALIZATION (Table
REVERSE RECAPITALIZATION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Reverse Recapitalization | After giving effect to the Merger and the redemption of Churchill shares as described above, the number of shares of common stock issued and outstanding immediately following the consummation of the Merger was as follows: Shares Churchill public shares, prior to redemptions 207,000,000 Less redemption of Churchill shares (21,644) Churchill public shares, net of redemptions 206,978,356 Churchill Sponsor shares (1) 51,750,000 PIPE shares (2) 166,666,667 Total shares of Churchill common stock outstanding immediately prior to the Merger 425,395,023 Legacy Lucid shares 1,193,226,511 Total shares of Lucid common stock outstanding immediately after the Merger (3)(4) 1,618,621,534 (1) The 51,750,000 shares beneficially owned by the Churchill Sponsor as of the Closing of the Merger includes the 17,250,000 Sponsor Earnback Shares. (2) Reflects the sale and issuance of 166,666,667 shares of common stock to the PIPE Investors at $15.00 per share. (3) Excludes 111,531,080 shares of common stock as of the Closing of the Merger to be reserved for potential future issuance upon the exercise of Lucid options or settlement of Lucid RSUs. (4) Excludes the 85,750,000 warrants issued and outstanding as of the Closing of the Merger, which includes the 41,400,000 public warrants and the 44,350,000 private warrants held by the Churchill Sponsor. The 44,350,000 private warrants beneficially owned by the Churchill Sponsor as of the consummation of the Merger includes the 14,783,333 Sponsor Earnback Warrants. |
BALANCE SHEETS COMPONENTS (Tabl
BALANCE SHEETS COMPONENTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Inventory | Inventory as of September 30, 2021 and December 31, 2020 were as follows (in thousands): September 30, December 31, Raw materials $ 48,588 $ 661 Work in progress 11,891 70 Finished goods 676 312 Total inventory $ 61,155 $ 1,043 |
Schedule of Property, Plant and Equipment and Construction in Progress | Property, plant, and equipment as of September 30, 2021 and December 31, 2020 were as follows (in thousands): September 30, December 31, Land and land improvements $ 1,050 $ 1,050 Building and improvements 190,417 — Machinery 480,259 28,830 Computer equipment and software 26,174 15,716 Leasehold improvements 89,106 47,187 Furniture and fixtures 10,442 4,503 Capital leases — 3,908 Finance leases 9,857 — Construction in progress 208,331 636,851 Total property, plant, and equipment 1,015,636 738,045 Less accumulated depreciation and amortization (49,735) (24,771) Property, plant, and equipment — net $ 965,901 $ 713,274 September 30, December 31, Tooling $ 106,402 $ 203,241 Construction of Arizona plant 10,806 171,532 Leasehold improvements 67,965 50,790 Machinery and equipment 23,158 211,288 Total construction in progress $ 208,331 $ 636,851 |
Schedule of Other Current Liabilities | Other current liabilities and long-term liabilities as of September 30, 2021 and December 31, 2020 were as follows (in thousands): September 30, December 31, Engineering, design, and testing accrual $ 31,271 $ 42,518 Construction in progress 21,638 43,115 Retail leasehold improvements accrual 15,203 6,114 Other professional services accrual 6,029 9,083 Tooling liability 12,338 15,243 Payroll tax liability 32,728 — Series B convertible preferred stock repurchase liability — 3,000 Short-term insurance financing note 24,674 980 Operating lease liabilities, current portion 14,611 — Transaction cost liability 40,981 — Other liabilities 28,804 31,700 Total other current liabilities $ 228,277 $ 151,753 |
Schedule of Other Noncurrent Liabilities | September 30, December 31, Deferred rent $ — $ 28,881 Customer deposits 13,398 8,028 Capital lease liabilities — 1,996 Operating leases liabilities, net of current portion 169,433 — Income tax liabilities 265 234 Total other long-term liabilities $ 183,096 $ 39,139 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table sets forth the Company’s financial assets subject to fair value measurements on a recurring basis by level within the fair value hierarchy as of September 30, 2021 (in thousands): Level 1 Level 2 Level 3 Total Assets: Short-term investment— Certificates of deposit $ — $ 505 $ — $ 505 Restricted cash 35,686 — — 35,686 Total assets $ 35,686 $ 505 $ — $ 36,191 Liabilities: Common stock warrant liability $ — $ — $ 836,835 $ 836,835 Total liabilities $ — $ — $ 836,835 $ 836,835 The following table sets forth the Company’s financial assets and liabilities subject to fair value measurements on a recurring basis by level within the fair value hierarchy as of December 31, 2020 (in thousands): Level 1 Level 2 Level 3 Total Assets: Short-term investment— Certificates of deposit $ — $ 505 $ — $ 505 Restricted cash 26,006 — — 26,006 Total assets $ 26,006 $ 505 $ — $ 26,511 Liabilities: Convertible preferred stock warrant liability $ — $ — $ 2,960 $ 2,960 Total liabilities $ — $ — $ 2,960 $ 2,960 |
Schedule of Reconciliation of Liabilities Measured at Fair Value on a Recurring Basis | A reconciliation of the contingent forward contract liability, convertible preferred stock warrant liability and common stock warrant liability measured and recorded at fair value on a recurring basis is as follows (in thousands): Nine Months Ended Nine Months Ended Contingent Forward Contract Liability Convertible Preferred Stock Warrant Liability Common Stock Warrant Liability Contingent Forward Contract Liability Convertible Preferred Stock Warrant Liability Fair value-beginning of period $ — $ 2,960 $ — $ 30,844 $ 1,755 Issuance 2,167,332 — 812,048 793 — Change in fair value 454,546 6,976 24,787 8,719 171 Settlement (2,621,878) (9,936) — (39,563) — Fair value-end of period $ — $ — 836,835 $ 793 $ 1,926 |
CONTINGENT FORWARD CONTRACTS (T
CONTINGENT FORWARD CONTRACTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Valuation Assumptions | The fair value of the Series E convertible preferred stock contingent forward contract liability for the third closing was determined using a forward payoff. The Company’s inputs used in determining the fair value on the issuance date and settlement date, were as follows: Stock Price $ 13.79 Volatility 100.00 % Expected term (in years) 0.01 Risk-free rate 0.03 % The fair value of the Series E convertible preferred stock contingent forward contract liability for the fourth closing was determined using a forward and an option payoff. The Company’s inputs used in determining the fair value on the issuance date were as follows: Fair value of Series E convertible preferred share $ 13.79 Volatility 100.00 % Expected term (in years) 0.11 Risk-free rate 0.03 % The Company’s assumptions used in determining the fair value of convertible preferred stock warrants on December 31, 2020 were as follows: December 31, Volatility 50.00 % Expected term (in years) 0.5 - 1.5 Risk-free rate 0.09 – 0.12% Expected dividend rate 0.00 % September 30, 2021 July 23, 2021 Fair value of private warrants per share $ 18.92 $ 18.44 Volatility 75.00 % 80.00 % Expected term (in years) 4.8 5.0 Risk-free rate 0.94 % 0.72 % Dividend yield — % — % September 30, 2021 July 23, 2021 Fair value of Tranche 1 with $20.00 VWAP threshold per share $ — $ 18.16 Fair value of Tranche 2 with $25.00 VWAP threshold per share $ 18.78 $ 18.07 Fair value of Tranche 3 with $30.00 VWAP threshold per share $ 18.60 $ 17.92 Volatility 75.00 % 80.00 % Expected term (in years) 4.8 5.0 Risk-free rate 0.94 % 0.72 % Dividend yield — % — % |
CONVERTIBLE PREFERRED STOCK W_2
CONVERTIBLE PREFERRED STOCK WARRANT LIABILITY (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Valuation Assumptions | The fair value of the Series E convertible preferred stock contingent forward contract liability for the third closing was determined using a forward payoff. The Company’s inputs used in determining the fair value on the issuance date and settlement date, were as follows: Stock Price $ 13.79 Volatility 100.00 % Expected term (in years) 0.01 Risk-free rate 0.03 % The fair value of the Series E convertible preferred stock contingent forward contract liability for the fourth closing was determined using a forward and an option payoff. The Company’s inputs used in determining the fair value on the issuance date were as follows: Fair value of Series E convertible preferred share $ 13.79 Volatility 100.00 % Expected term (in years) 0.11 Risk-free rate 0.03 % The Company’s assumptions used in determining the fair value of convertible preferred stock warrants on December 31, 2020 were as follows: December 31, Volatility 50.00 % Expected term (in years) 0.5 - 1.5 Risk-free rate 0.09 – 0.12% Expected dividend rate 0.00 % September 30, 2021 July 23, 2021 Fair value of private warrants per share $ 18.92 $ 18.44 Volatility 75.00 % 80.00 % Expected term (in years) 4.8 5.0 Risk-free rate 0.94 % 0.72 % Dividend yield — % — % September 30, 2021 July 23, 2021 Fair value of Tranche 1 with $20.00 VWAP threshold per share $ — $ 18.16 Fair value of Tranche 2 with $25.00 VWAP threshold per share $ 18.78 $ 18.07 Fair value of Tranche 3 with $30.00 VWAP threshold per share $ 18.60 $ 17.92 Volatility 75.00 % 80.00 % Expected term (in years) 4.8 5.0 Risk-free rate 0.94 % 0.72 % Dividend yield — % — % |
COMMON STOCK WARRANT LIABILITY
COMMON STOCK WARRANT LIABILITY (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of Valuation Assumptions | The fair value of the Series E convertible preferred stock contingent forward contract liability for the third closing was determined using a forward payoff. The Company’s inputs used in determining the fair value on the issuance date and settlement date, were as follows: Stock Price $ 13.79 Volatility 100.00 % Expected term (in years) 0.01 Risk-free rate 0.03 % The fair value of the Series E convertible preferred stock contingent forward contract liability for the fourth closing was determined using a forward and an option payoff. The Company’s inputs used in determining the fair value on the issuance date were as follows: Fair value of Series E convertible preferred share $ 13.79 Volatility 100.00 % Expected term (in years) 0.11 Risk-free rate 0.03 % The Company’s assumptions used in determining the fair value of convertible preferred stock warrants on December 31, 2020 were as follows: December 31, Volatility 50.00 % Expected term (in years) 0.5 - 1.5 Risk-free rate 0.09 – 0.12% Expected dividend rate 0.00 % September 30, 2021 July 23, 2021 Fair value of private warrants per share $ 18.92 $ 18.44 Volatility 75.00 % 80.00 % Expected term (in years) 4.8 5.0 Risk-free rate 0.94 % 0.72 % Dividend yield — % — % September 30, 2021 July 23, 2021 Fair value of Tranche 1 with $20.00 VWAP threshold per share $ — $ 18.16 Fair value of Tranche 2 with $25.00 VWAP threshold per share $ 18.78 $ 18.07 Fair value of Tranche 3 with $30.00 VWAP threshold per share $ 18.60 $ 17.92 Volatility 75.00 % 80.00 % Expected term (in years) 4.8 5.0 Risk-free rate 0.94 % 0.72 % Dividend yield — % — % |
CONVERTIBLE PREFERRED STOCK (Ta
CONVERTIBLE PREFERRED STOCK (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Features of Convertible Preferred Stock [Abstract] | |
Schedule of Convertible Preferred Stock | See activities related to the PIF Convertible Notes and Series D convertible preferred stock funding as below (in thousands): Conversion of Convertible Notes $ 271,985 Series D received in April 2019 200,000 Series D received in October 2019 400,000 Series D received in March 2020 200,000 Series D received in June 2020 200,000 Contingent forward contract liability reclassified to Series D 39,564 Conversion of preferred stock warrant to Series D in February 2021 3,000 Reclassification of preferred stock warrant liability to Series D in February 2021 9,936 Total proceeds of Series D $ 1,324,485 As of December 31, 2020, the Company had the following convertible preferred stock, par value of $0.0001 per share, authorized, and outstanding (in thousands, except share and per share amounts): As of December 31, 2020 Convertible Shares Authorized Shares Outstanding Net Carrying Value Conversion Per Share to Common Stock Liquidation Per Share Amount Liquidation Amount Series A 32,045,280 32,045,280 $ 11,925 $ 0.38 $ 0.38 $ 12,120 Series B* 24,677,332 24,677,332 23,740 1.13 1.13 28,000 Series C 82,414,075 59,575,253 137,475 2.42 2.42 144,432 Series D 618,720,748 539,769,493 1,311,548 2.33 3.64 1,963,912 Series E 301,092,345 301,092,346 1,009,388 2.99 4.48 1,349,449 Total 1,058,949,780 957,159,704 $ 2,494,076 $ 3,497,913 *As of December 31, 2020, 3,525,332 Series B convertible preferred stock at aggregate fair value of $3.0 million were extinguished and reclassified to other accrued liabilities, with cash settlement occurring in January 2021. |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule Of Public Common Stock Warrants | A summary of activity of the Company’s issued and outstanding public warrants is as follows: September 30, Public warrants issued in connection with Merger on July 23, 2021 41,400,000 Number of public warrants exercised (32,082,532) Issued and outstanding public warrants as of September 30, 2021 9,317,468 |
Schedule of Common Stock Reserved for Future Issuance | The Company’s common stock reserved for future issuances as of September 30, 2021 and December 31, 2020, are as follows: September 30, December 31, Convertible preferred stock (on an as-converted basis) — 957,159,704 Convertible preferred stock warrant (on an as-converted basis) — 1,546,799 Private warrants to purchase common stock 44,350,000 — Public warrants to purchase common stock 9,317,468 — Stock options outstanding 67,013,622 70,675,318 Restricted stock units outstanding 43,183,277 — Shares available for future grants under equity plans 12,894,374 10,526,235 Total shares of common stock reserved 176,758,741 1,039,908,056 |
STOCK-BASED AWARDS (Tables)
STOCK-BASED AWARDS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Payment Arrangement, Option, Activity | A summary of stock option activity is as follows: Outstanding Options Number of Options Weighted Average Exercise Price Weighted-Average Remaining Contractual Term Intrinsic Value (in thousands) Balance—December 31, 2020 70,675,318 $ 0.84 7.8 $ 647,218 Options granted 8,402,925 2.85 Options exercised (8,966,272) 0.69 Options canceled (3,098,349) 1.68 Balance—September 30, 2021 67,013,622 $ 1.07 6.8 $ 1,628,923 Options vested and exercisable September 30, 2021 41,932,824 $ 0.75 5.7 $ 1,032,660 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | A summary of the assumptions the Company utilized to record compensation expense for stock options granted during the three and nine months ended September 30, 2021 and 2020, is as follows: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Weighted average volatility —% 50.4% 41.9% 65.2% Expected term (in years) 0.0 5.8 5.9 5.9 Risk-free interest rate —% 1.6% 0.6% 0.9% Expected dividends $ — $ — $ — $ — |
Schedule of Nonvested Restricted Stock Units Activity | A summary of RSU award activity is as follows: Restricted Stock Units Time-Based Shares Performance-Based Shares Total Shares Weighted-Average Grant-Date Fair Value Nonvested balance as of December 31, 2020 — — — $ — Granted 27,500,001 16,024,411 43,524,412 19.41 Cancelled/Forfeited (341,135) — (341,135) 22.79 Nonvested balance as of September 30, 2021 27,158,866 16,024,411 43,183,277 $ 19.38 |
Schedule of Share-based Compensation Arrangements by Share-based Payment Award | The fair value of these performance-based RSUs was measured on the grant date, March 27, 2021, using a Monte Carlo simulation model, with the following assumptions: Weighted average volatility 60.0% Expected term (in years) 5.0 Risk-free interest rate 0.9% Expected dividends — |
Schedule of Share-based Payment Arrangement, Expensed and Capitalized, Amount | Total employee and nonemployee stock-based compensation expense for the three and nine months ended September 30, 2021 and 2020, is classified in the consolidated statements of operations as follows (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Research and development $ 59,196 $ 679 $ 85,899 $ 2,072 Selling, general and administrative 177,760 597 280,301 1,185 Total $ 236,956 $ 1,276 $ 366,200 $ 3,257 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Supplemental Balance Sheet Information | The balances for the operating and finance leases where the Company is the lessee are presented as follows within the Company’s consolidated balance sheet (in thousands): As of September 30, 2021 Operating leases: Operating lease right-of-use assets $ 143,782 Other current liabilities $ 14,611 Other long-term liabilities 169,433 Total operating lease liabilities $ 184,044 Finance leases: Property, plant and equipment, net 7,825 Total finance lease assets $ 7,825 Finance lease liabilities, current portion $ 3,268 Finance lease liabilities, net of current portion 4,687 Total finance lease liabilities $ 7,955 |
Schedule of Lease, Cost | The components of lease expense are as follows within the Company’s consolidated statement of operations (in thousands): Three Months Ended September 30, 2021 Nine Months Ended Operating lease expense: Operating lease expense (1) $ 8,261 $ 21,811 Variable lease expense 595 1,754 Finance lease expense: Amortization of leased assets $ 800 $ 2,032 Interest on lease liabilities 115 328 Total finance lease expense $ 915 $ 2,360 Total lease expense $ 9,771 $ 25,925 (1) Includes short-term leases, which are immaterial. Other information related to leases where the Company is the lessee is as follows: As of September 30, 2021 Weighted-average remaining lease term (in years): Operating leases 7.9 Finance leases 2.4 Weighted-average discount rate: Operating leases 11.20 % Finance leases 6.10 % Supplemental cash flow information related to leases where the Company is the lessee is as follows (in thousands): Nine Months Ended Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 4,516 Operating cash flows from finance leases (interest payments) 328 Financing cash flows from finance leases 1,915 Leased assets obtained in exchange for new operating lease liabilities 61,497 Leased assets obtained in exchange for new finance lease liabilities 70,756 |
Schedule of Lessee, Operating Lease, Liability, Maturity | As of September 30, 2021, the maturities of the Company’s operating and finance lease liabilities (excluding short-term leases) were as follows (in thousands): Operating Leases Finance Leases Three months ending September 30, 2021 $ 8,969 $ 939 2022 35,539 3,586 2023 35,043 3,234 2024 35,400 769 2025 34,484 — Thereafter 132,938 — Total minimum lease payments 282,373 8,528 Less: Interest (98,329) (573) Present value of lease obligations 184,044 7,955 Less: Current portion 14,611 3,268 Long-term portion of lease obligations $ 169,433 $ 4,687 |
Schedule of Finance Lease, Liability, Fiscal Year Maturity | As of September 30, 2021, the maturities of the Company’s operating and finance lease liabilities (excluding short-term leases) were as follows (in thousands): Operating Leases Finance Leases Three months ending September 30, 2021 $ 8,969 $ 939 2022 35,539 3,586 2023 35,043 3,234 2024 35,400 769 2025 34,484 — Thereafter 132,938 — Total minimum lease payments 282,373 8,528 Less: Interest (98,329) (573) Present value of lease obligations 184,044 7,955 Less: Current portion 14,611 3,268 Long-term portion of lease obligations $ 169,433 $ 4,687 |
Schedule of Future Minimum Lease Payments for Capital Leases | As previously reported in the Company’s audited financial statements for the year ended December 31, 2020 and under legacy lease accounting (ASC 840), future minimum lease payments under non-cancellable leases as of December 31, 2020 are as follows (in thousands): Operating Leases Finance Leases 2021 $ 25,490 $ 1,729 2022 28,837 1,547 2023 27,633 1,174 2024 28,207 9 2025 27,474 — Thereafter 116,155 — Total minimum lease payments $ 253,796 4,459 Less: Interest (1,202) Present value of lease obligations 3,257 Less: Current portion (1,261) Long-term portion of lease obligations 1,996 |
Schedule of Future Minimum Rental Payments for Operating Leases | As previously reported in the Company’s audited financial statements for the year ended December 31, 2020 and under legacy lease accounting (ASC 840), future minimum lease payments under non-cancellable leases as of December 31, 2020 are as follows (in thousands): Operating Leases Finance Leases 2021 $ 25,490 $ 1,729 2022 28,837 1,547 2023 27,633 1,174 2024 28,207 9 2025 27,474 — Thereafter 116,155 — Total minimum lease payments $ 253,796 4,459 Less: Interest (1,202) Present value of lease obligations 3,257 Less: Current portion (1,261) Long-term portion of lease obligations 1,996 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Contractual Obligation, Fiscal Year Maturity | The estimated purchase commitment as of September 30, 2021 is as follows (in thousands): Years ended December 31, Minimum Purchase Commitment 2021 (remainder of the year) $ 104,370 2022 202,400 2023 202,400 Total $ 509,170 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss per Share | Basic and diluted net loss per share attributable to common stockholders are calculated as follows (in thousands, except share and per share amounts): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Net loss $ (524,403) $ (161,237) $ (1,534,081) $ (408,105) Deemed dividend related to the issuance of Series E convertible preferred stock — — (2,167,332) — Net loss attributable to common stockholders $ (524,403) $ (161,237) $ (3,701,413) $ (408,105) Weighted-average shares outstanding—basic and diluted 1,217,032,285 24,279,817 432,654,607 20,889,062 Net loss per share: Basic and diluted $ (0.43) $ (6.64) $ (8.56) $ (19.54) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect: Excluded Securities September 30, 2021 September 30, 2020 Convertible preferred stock (on an as-converted basis) — 825,191,683 Convertible preferred stock warrants (on an as-converted basis) — 1,546,799 Private warrants to purchase common stock 34,494,445 — Public warrants to purchase common stock 9,317,468 — Options outstanding to purchase common stock 67,013,622 65,641,710 RSUs outstanding 27,158,866 — Total 137,984,401 892,380,192 |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details) - USD ($) $ in Thousands | Jul. 23, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Net loss | $ 524,403 | $ 161,237 | $ 1,534,081 | $ 408,105 | ||
Accumulated deficit | $ 5,020,192 | $ 5,020,192 | $ 1,356,893 | |||
Proceeds from reverse recapitalization, net of transaction costs | $ 4,400,300 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Cash and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jul. 22, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | |||||
Cash | $ 4,796,880 | $ 400 | $ 614,412 | $ 512,675 | $ 351,684 |
Restricted cash included in other current assets | 10,970 | 11,278 | 16,998 | 19,767 | |
Restricted cash included in other noncurrent assets | 24,716 | 14,728 | 9,286 | 8,200 | |
Total cash and restricted cash | $ 4,832,566 | $ 640,418 | $ 538,959 | $ 379,651 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Sep. 30, 2021 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Accounting standards update [Extensible Enumeration] | Accounting Standards Update 2016-02 [Member] | |
Prepaid expenses | $ (21,840) | $ (80,353) |
Liabilities | (227,382) | $ (1,294,026) |
Cumulative Effect, Period of Adoption, Adjustment | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Right-of-use assets | 94,200 | |
Lease, liability | 126,000 | |
Prepaid expenses | 180 | |
Liabilities | $ 31,800 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Effect of Accounting Standards Update (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
ASSETS | ||
Prepaid expenses | $ 80,353 | $ 21,840 |
Property, plant and equipment, net | 965,901 | 713,274 |
Operating lease right-of-use assets | 143,782 | 0 |
Liabilities | ||
Other current liabilities | 228,277 | 151,753 |
Other long-term liabilities | $ 183,096 | 39,139 |
Cumulative Effect, Period of Adoption, Adjustment | ||
ASSETS | ||
Prepaid expenses | (180) | |
Property, plant and equipment, net | 3,237 | |
Operating lease right-of-use assets | 90,932 | |
Liabilities | ||
Other current liabilities | 8,030 | |
Other long-term liabilities | 86,152 | |
Cumulative Effect, Period of Adoption, Adjusted Balance | ||
ASSETS | ||
Prepaid expenses | 21,660 | |
Property, plant and equipment, net | 716,511 | |
Operating lease right-of-use assets | 90,932 | |
Liabilities | ||
Other current liabilities | 159,783 | |
Other long-term liabilities | $ 125,291 |
REVERSE RECAPITALIZATION- Narra
REVERSE RECAPITALIZATION- Narrative (Details) $ / shares in Units, $ in Thousands | Jul. 23, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($)shares | Jul. 22, 2021USD ($)shares | Jun. 30, 2021shares | [1] | Dec. 31, 2020USD ($)shares | Jun. 30, 2020shares | [1] | Dec. 31, 2019USD ($)shares | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||||||||
Common stock, shares outstanding (in shares) | 1,618,621,534 | 1,641,642,816 | 451,295,965 | 28,791,702 | ||||||||||
Share conversion deemed value (in dollars per share) | $ / shares | $ 10 | |||||||||||||
Recapitalization exchange ratio | 2.644 | |||||||||||||
Stock converted, reverse recapitalization (in shares) | 1,193,226,511 | |||||||||||||
Equity awards outstanding (in shares) | 42,182,931 | |||||||||||||
Equity awards converted (in shares) | 111,531,080 | |||||||||||||
Convertible preferred stock, shares outstanding (in shares) | 0 | [1] | 825,191,683 | [1] | 437,182,072 | 1,155,909,367 | 957,159,704 | [1] | 667,574,747 | 502,582,534 | [1] | |||
Options outstanding (in shares) | 67,013,622 | 25,764,610 | 70,675,318 | |||||||||||
Options converted (in shares) | 68,121,210 | |||||||||||||
Non-option equity awards outstanding (in shares) | 16,418,321 | |||||||||||||
Non-option equity awards converted (in shares) | 43,409,870 | |||||||||||||
Proceeds from PIPE investment | $ | $ 2,500,000 | |||||||||||||
Working capital loan converted, amount | $ | $ 1,500 | |||||||||||||
Warrants issued for conversion of debt (in shares) | 1,500,000 | |||||||||||||
Price per warrant for warrants issued for conversion of debt (in dollars per share) | $ / shares | $ 1 | |||||||||||||
Sponsor earnback shares (in shares) | 17,250,000 | |||||||||||||
Sponsor earnback warrants (in shares) | 14,783,333 | |||||||||||||
Proceeds from the reverse recapitalization | $ | $ 4,439,200 | $ 4,439,153 | $ 0 | |||||||||||
Cash received upon completion of merger | $ | 2,070,100 | |||||||||||||
Cash | $ | $ 4,796,880 | $ 512,675 | $ 400 | $ 614,412 | $ 351,684 | |||||||||
Payments for repurchase of common stock | $ | $ 200 | |||||||||||||
Shares repurchased (in shares) | 21,644 | |||||||||||||
Reverse recapitalization, transaction costs incurred | $ | $ 38,900 | |||||||||||||
Reverse recapitalizations, reduction to additional paid-in capital | $ | 36,200 | |||||||||||||
Transaction costs expensed | $ | 2,700 | |||||||||||||
Proceeds from reverse recapitalization, net of transaction costs | $ | $ 4,400,300 | |||||||||||||
Churchill | ||||||||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||||||||
Common stock, shares outstanding (in shares) | 207,000,000 | |||||||||||||
Stock repurchased during period, shares (in shares) | 21,644 | |||||||||||||
Stock repurchased during period, value | $ | $ 200 | |||||||||||||
Reverse recapitalization transaction costs paid to date | $ | $ 131,400 | |||||||||||||
Legacy Common Shareholders | ||||||||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||||||||
Stock converted, reverse recapitalization (in shares) | 1,193,226,511 | |||||||||||||
Legacy Preferred Shareholders | ||||||||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||||||||
Stock converted, reverse recapitalization (in shares) | 437,182,072 | |||||||||||||
PIPE Investors | ||||||||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||||||||
Shares outstanding prior to merger (in shares) | 166,666,667 | |||||||||||||
Preferred stock, price (in dollars per share) | $ / shares | $ 15 | |||||||||||||
[1] | The number of shares of convertible preferred stock and common stock issued and outstanding prior to the Merger have been retroactively adjusted by the Exchange Ratio to give effect to the reverse recapitalization treatment of the Merger. See Note 1 - Description of Business and Note 3 - Reverse Capitalization for more information. |
REVERSE RECAPITALIZATION - Shar
REVERSE RECAPITALIZATION - Shares of Common Stock Issued - (Details) - $ / shares | Jul. 23, 2021 | Sep. 30, 2021 | Jul. 22, 2021 | Dec. 31, 2020 | Sep. 30, 2017 |
Schedule Of Reverse Recapitalization [Line Items] | |||||
Common stock, shares outstanding (in shares) | 1,618,621,534 | 1,641,642,816 | 451,295,965 | 28,791,702 | |
Total shares of common stock outstanding immediately prior to the merger (in shares) | 425,395,023 | ||||
Stock converted, reverse recapitalization (in shares) | 1,193,226,511 | ||||
Stock issued during period, shares, restricted stock award, net of forfeitures (in shares) | 17,250,000 | ||||
Equity awards converted (in shares) | 111,531,080 | ||||
Number of warrants (in shares) | 85,750,000 | 2 | |||
Sponsor earnback warrants (in shares) | 14,783,333 | ||||
Public warrants to purchase common stock | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Number of warrants (in shares) | 41,400,000 | 9,317,468 | |||
Private Warrants | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Number of warrants (in shares) | 44,350,000 | ||||
Common Shareholders | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Shares outstanding prior to merger (in shares) | 206,978,356 | ||||
Sponsor Members | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Shares outstanding prior to merger (in shares) | 51,750,000 | ||||
PIPE Investors | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Shares outstanding prior to merger (in shares) | 166,666,667 | ||||
Shares issued, price per share (in dollars per share) | $ 15 | ||||
Churchill | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Common stock, shares outstanding (in shares) | 207,000,000 | ||||
Less redemption of Churchill shares (in shares) | 21,644 |
BALANCE SHEETS COMPONENTS - Inv
BALANCE SHEETS COMPONENTS - Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 48,588 | $ 661 |
Work in progress | 11,891 | 70 |
Finished goods | 676 | 312 |
Inventory | $ 61,155 | $ 1,043 |
BALANCE SHEETS COMPONENTS - Pro
BALANCE SHEETS COMPONENTS - Property, Plant, and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Machinery and equipment | ||
Property, plant and equipment, gross | $ 1,015,636 | $ 738,045 |
Less accumulated depreciation and amortization | (49,735) | (24,771) |
Property, plant and equipment, net | 965,901 | 713,274 |
Land and land improvements | ||
Machinery and equipment | ||
Property, plant and equipment, gross | 1,050 | 1,050 |
Building and improvements | ||
Machinery and equipment | ||
Property, plant and equipment, gross | 190,417 | 0 |
Machinery | ||
Machinery and equipment | ||
Property, plant and equipment, gross | 480,259 | 28,830 |
Computer equipment and software | ||
Machinery and equipment | ||
Property, plant and equipment, gross | 26,174 | 15,716 |
Leasehold improvements | ||
Machinery and equipment | ||
Property, plant and equipment, gross | 89,106 | 47,187 |
Furniture and fixtures | ||
Machinery and equipment | ||
Property, plant and equipment, gross | 10,442 | 4,503 |
Capital leases | ||
Machinery and equipment | ||
Property, plant and equipment, gross | 0 | 3,908 |
Finance leases | ||
Machinery and equipment | ||
Property, plant and equipment, gross | 9,857 | 0 |
Construction in progress | ||
Machinery and equipment | ||
Property, plant and equipment, gross | $ 208,331 | $ 636,851 |
BALANCE SHEETS COMPONENTS - Con
BALANCE SHEETS COMPONENTS - Construction in Progress (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Machinery and equipment | ||
Property, plant and equipment, gross | $ 1,015,636 | $ 738,045 |
Construction in progress | ||
Machinery and equipment | ||
Property, plant and equipment, gross | 208,331 | 636,851 |
Tooling | ||
Machinery and equipment | ||
Property, plant and equipment, gross | 106,402 | 203,241 |
Construction of Arizona plant | ||
Machinery and equipment | ||
Property, plant and equipment, gross | 10,806 | 171,532 |
Leasehold improvements | ||
Machinery and equipment | ||
Property, plant and equipment, gross | 67,965 | 50,790 |
Machinery and equipment | ||
Machinery and equipment | ||
Property, plant and equipment, gross | $ 23,158 | $ 211,288 |
BALANCE SHEETS COMPONENTS - Nar
BALANCE SHEETS COMPONENTS - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Machinery and equipment | |||||
Depreciation | $ 14,900,000 | $ 2,100,000 | $ 26,600,000 | $ 5,400,000 | |
Payroll tax liability | 32,728,000 | 32,728,000 | $ 0 | ||
Receivable from employees for non-income tax liability | 27,400,000 | 27,400,000 | |||
Prepaid insurance | 41,900,000 | $ 41,900,000 | |||
Prepaid insurance, policy term (less than) | 2 years | ||||
Payments for short-term insurance financing note | $ 16,819,000 | 0 | |||
Cash paid for interest | 324,000 | $ 21,000 | |||
Short-term insurance financing note | 24,674,000 | 24,674,000 | $ 980,000 | ||
Insurance Premiums Financed | |||||
Machinery and equipment | |||||
Prepaid insurance, down payment | 9,400,000 | ||||
Interest expense | 400,000 | ||||
Periodic payment amount | 3,500,000 | ||||
Payments for short-term insurance financing note | 5,300,000 | 7,200,000 | |||
Cash paid for interest | 100,000 | 100,000 | |||
Short-term insurance financing note | $ 24,700,000 | $ 24,700,000 | |||
Insurance Premiums Financed | Minimum | |||||
Machinery and equipment | |||||
Interest rate | 2.65% | 2.65% | |||
Insurance Premiums Financed | Maximum | |||||
Machinery and equipment | |||||
Interest rate | 2.86% | 2.86% |
BALANCE SHEETS COMPONENTS - Oth
BALANCE SHEETS COMPONENTS - Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Engineering, design, and testing accrual | $ 31,271 | $ 42,518 |
Construction in progress | 21,638 | 43,115 |
Retail leasehold improvements accrual | 15,203 | 6,114 |
Other professional services accrual | 6,029 | 9,083 |
Tooling liability | 12,338 | 15,243 |
Payroll tax liability | 32,728 | 0 |
Series B convertible preferred stock repurchase liability | 0 | 3,000 |
Short-term insurance financing note | 24,674 | 980 |
Operating lease liabilities, current portion | 14,611 | 0 |
Transaction cost liability | 40,981 | 0 |
Other liabilities | 28,804 | 31,700 |
Other current liabilities | $ 228,277 | $ 151,753 |
BALANCE SHEETS COMPONENTS - O_2
BALANCE SHEETS COMPONENTS - Other Noncurrent Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Deferred rent | $ 0 | $ 28,881 |
Customer deposits | 13,398 | 8,028 |
Capital lease liabilities | 0 | 1,996 |
Operating leases liabilities, net of current portion | 169,433 | 0 |
Income tax liabilities | 265 | 234 |
Other long-term liabilities | $ 183,096 | $ 39,139 |
FAIR VALUE MEASUREMENTS - Asset
FAIR VALUE MEASUREMENTS - Assets and Liabilities at Fair Value, Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Liabilities: | ||
Convertible preferred stock warrant liability | $ 0 | $ 2,960 |
Fair Value, Recurring | ||
Assets: | ||
Restricted cash | 35,686 | 26,006 |
Total assets | 36,191 | 26,511 |
Liabilities: | ||
Convertible preferred stock warrant liability | 836,835 | 2,960 |
Total liabilities | 836,835 | 2,960 |
Fair Value, Recurring | Certificates of deposit | ||
Assets: | ||
Certificates of deposit | 505 | 505 |
Level 1 | Fair Value, Recurring | ||
Assets: | ||
Restricted cash | 35,686 | 26,006 |
Total assets | 35,686 | 26,006 |
Liabilities: | ||
Convertible preferred stock warrant liability | 0 | 0 |
Total liabilities | 0 | 0 |
Level 1 | Fair Value, Recurring | Certificates of deposit | ||
Assets: | ||
Certificates of deposit | 0 | 0 |
Level 2 | Fair Value, Recurring | ||
Assets: | ||
Restricted cash | 0 | 0 |
Total assets | 505 | 505 |
Liabilities: | ||
Convertible preferred stock warrant liability | 0 | 0 |
Total liabilities | 0 | 0 |
Level 2 | Fair Value, Recurring | Certificates of deposit | ||
Assets: | ||
Certificates of deposit | 505 | 505 |
Level 3 | Fair Value, Recurring | ||
Assets: | ||
Restricted cash | 0 | 0 |
Total assets | 0 | 0 |
Liabilities: | ||
Convertible preferred stock warrant liability | 836,835 | 2,960 |
Total liabilities | 836,835 | 2,960 |
Level 3 | Fair Value, Recurring | Certificates of deposit | ||
Assets: | ||
Certificates of deposit | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - Recon
FAIR VALUE MEASUREMENTS - Reconciliation of Level 3 Liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Contingent Forward Contract Liability | ||
Level 3 Liabilities [Roll Forward] | ||
Fair value-beginning of period | $ 0 | $ 30,844 |
Issuance | 2,167,332 | 793 |
Change in fair value | 454,546 | 8,719 |
Settlement | (2,621,878) | (39,563) |
Fair value-end of period | 0 | 793 |
Convertible Preferred Stock Warrant Liability | ||
Level 3 Liabilities [Roll Forward] | ||
Fair value-beginning of period | 2,960 | 1,755 |
Issuance | 0 | 0 |
Change in fair value | 6,976 | 171 |
Settlement | (9,936) | 0 |
Fair value-end of period | 0 | $ 1,926 |
Common Stock Warrant Liability | ||
Level 3 Liabilities [Roll Forward] | ||
Fair value-beginning of period | 0 | |
Issuance | 812,048 | |
Change in fair value | 24,787 | |
Settlement | 0 | |
Fair value-end of period | $ 836,835 |
CONTINGENT FORWARD CONTRACTS -
CONTINGENT FORWARD CONTRACTS - Narrative (Details) - USD ($) | Dec. 24, 2020 | Apr. 30, 2021 | Mar. 31, 2021 | Feb. 28, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Oct. 31, 2019 | Apr. 30, 2019 | Apr. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2021 | Apr. 01, 2021 | Sep. 30, 2018 | |||
Forward Contract Indexed to Issuer's Equity [Line Items] | |||||||||||||||||||||
Contingent forward contract liability, fair value loss | $ 454,546,000 | $ 8,719,000 | |||||||||||||||||||
Stock price (in dollars per share) | $ 23.78 | ||||||||||||||||||||
Eligible Holders | |||||||||||||||||||||
Forward Contract Indexed to Issuer's Equity [Line Items] | |||||||||||||||||||||
Aggregate value of convertible preferred shares approved for issuance | $ 71,000,000 | ||||||||||||||||||||
Series D | |||||||||||||||||||||
Forward Contract Indexed to Issuer's Equity [Line Items] | |||||||||||||||||||||
Proceeds from issuance of convertible preferred shares | $ 200,000,000 | $ 200,000,000 | $ 400,000,000 | $ 200,000,000 | 3,000,000 | $ 400,000,000 | $ 872,000,000 | ||||||||||||||
Issuance of convertible preferred shares (in shares) | 82,496,121 | 82,496,092 | 164,992,213 | [1] | 374,777,281 | ||||||||||||||||
Settlement of Series D contingent forward contract liability | $ 39,563,000 | $ 39,564,000 | |||||||||||||||||||
Preferred stock, price (in dollars per share) | $ 2.33 | ||||||||||||||||||||
Series E | |||||||||||||||||||||
Forward Contract Indexed to Issuer's Equity [Line Items] | |||||||||||||||||||||
Proceeds from issuance of convertible preferred shares | $ 400,000,000 | $ 92,900,000 | $ 107,100,000 | $ 400,000,000 | $ 400,000,000 | $ 500,000,000 | $ 200,000,000 | $ 600,000,000 | $ 499,724,000 | ||||||||||||
Issuance of convertible preferred shares (in shares) | 133,818,821 | 66,909,408 | 133,818,821 | 167,273,525 | 167,273,525 | [1] | 200,728,229 | [1] | 167,273,525 | [1] | |||||||||||
Preferred stock, price (in dollars per share) | $ 2.99 | $ 2.99 | $ 2.99 | $ 2.99 | $ 2.99 | $ 2.99 | |||||||||||||||
Series E | Eligible Holders | |||||||||||||||||||||
Forward Contract Indexed to Issuer's Equity [Line Items] | |||||||||||||||||||||
Preferred stock, price (in dollars per share) | $ 2.99 | ||||||||||||||||||||
Convertible preferred shares approved for issuance (in shares) | 23,737,221 | ||||||||||||||||||||
Series E | Additional Purchasers | |||||||||||||||||||||
Forward Contract Indexed to Issuer's Equity [Line Items] | |||||||||||||||||||||
Preferred stock, price (in dollars per share) | $ 2.99 | ||||||||||||||||||||
Series E | Management | |||||||||||||||||||||
Forward Contract Indexed to Issuer's Equity [Line Items] | |||||||||||||||||||||
Issuance of convertible preferred shares (in shares) | 3,034,194 | ||||||||||||||||||||
Series E | Director | |||||||||||||||||||||
Forward Contract Indexed to Issuer's Equity [Line Items] | |||||||||||||||||||||
Issuance of convertible preferred shares (in shares) | 1,658,705 | ||||||||||||||||||||
Series E | Chief Executive Officer | |||||||||||||||||||||
Forward Contract Indexed to Issuer's Equity [Line Items] | |||||||||||||||||||||
Issuance of convertible preferred shares (in shares) | 535,275 | ||||||||||||||||||||
Series D Contingent Forward Contract Liability | |||||||||||||||||||||
Forward Contract Indexed to Issuer's Equity [Line Items] | |||||||||||||||||||||
Debt instrument, unamortized discount | $ 18,600,000 | ||||||||||||||||||||
Contingent forward contract, fair value | $ 0 | $ 36,400,000 | $ 0 | $ 0 | |||||||||||||||||
Contingent forward contract reclassified to preferred shares | $ 18,200,000 | ||||||||||||||||||||
Settlement of Series D contingent forward contract liability | $ 39,600,000 | ||||||||||||||||||||
Contingent forward contract liability, fair value loss | 8,700,000 | ||||||||||||||||||||
Series E Contingent Forward Contract Liability | |||||||||||||||||||||
Forward Contract Indexed to Issuer's Equity [Line Items] | |||||||||||||||||||||
Contingent forward contract, fair value | $ 110,500,000 | $ 722,400,000 | $ 1,400,000,000 | 110,500,000 | $ 800,000 | $ 722,400,000 | $ 800,000 | $ 0 | $ 800,000 | $ 0 | |||||||||||
Contingent forward contract reclassified to preferred shares | $ 1,200,000,000 | ||||||||||||||||||||
Contingent forward contract liability, fair value loss | $ 109,700,000 | $ 454,500,000 | |||||||||||||||||||
[1] | The number of shares of convertible preferred stock and common stock issued and outstanding prior to the Merger have been retroactively adjusted by the Exchange Ratio to give effect to the reverse recapitalization treatment of the Merger. See Note 1 - Description of Business and Note 3 - Reverse Capitalization for more information. |
CONTINGENT FORWARD CONTRACTS _2
CONTINGENT FORWARD CONTRACTS - Valuation Assumptions (Details) - year | Apr. 30, 2021 | Feb. 28, 2021 |
Stock Price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent forward contract liability, measurement input | 13.79 | 13.79 |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent forward contract liability, measurement input | 1 | 1 |
Expected term (in years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent forward contract liability, measurement input | 0.11 | 0.01 |
Risk-free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent forward contract liability, measurement input | 0.0003 | 0.0003 |
CONVERTIBLE PREFERRED STOCK W_3
CONVERTIBLE PREFERRED STOCK WARRANT LIABILITY - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Feb. 28, 2021USD ($)scenario$ / shares | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Jul. 23, 2021$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Sep. 30, 2017$ / sharesshares | |
Class of Warrant or Right [Line Items] | ||||||||
Number of warrants (in shares) | shares | 85,750,000 | 2 | ||||||
Number of shares called by warrants (in shares) | shares | 1,546,799 | 1,546,799 | ||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 1.94 | $ 11.50 | $ 1.94 | |||||
Convertible preferred stock warrant liability | $ 0 | $ 0 | $ 2,960 | |||||
Warrant fair value per share (in dollars per share) | $ / shares | $ 1.94 | |||||||
Proceeds from the exercise of public warrants | $ 3,000 | 173,300 | 173,273 | $ 0 | ||||
Issuance of Series D convertible preferred stock upon exercise of warrants | $ 12,900 | |||||||
Change in fair value of preferred stock warrant liability | $ 100 | 200 | ||||||
Probability-weighted expected return method, number of scenarios considered | scenario | 3 | |||||||
Probability-weighted expected return method, likelihood percentage of OPM scenario | 20.00% | |||||||
Probability-weighted expected return method, likelihood percentage of as-converted SPAC scenario | 70.00% | |||||||
Probability-weighted expected return method, likelihood percentage of as-converted IPO scenario | 10.00% | |||||||
Convertible Preferred Stock Warrant Liability | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Change in fair value of preferred stock warrant liability | $ 0 | $ 57 | $ 6,976 | $ 171 |
CONVERTIBLE PREFERRED STOCK W_4
CONVERTIBLE PREFERRED STOCK WARRANT LIABILITY - Fair Value Assumptions (Details) | Dec. 31, 2020yearrate |
Volatility | |
Class of Warrant or Right [Line Items] | |
Warrant measurement input | 0.5000 |
Expected dividend rate | |
Class of Warrant or Right [Line Items] | |
Warrant measurement input | 0 |
Minimum | Expected term (in years) | |
Class of Warrant or Right [Line Items] | |
Warrant measurement input | year | 0.5 |
Minimum | Risk-free rate | |
Class of Warrant or Right [Line Items] | |
Warrant measurement input | 0.0009 |
Maximum | Expected term (in years) | |
Class of Warrant or Right [Line Items] | |
Warrant measurement input | year | 1.5 |
Maximum | Risk-free rate | |
Class of Warrant or Right [Line Items] | |
Warrant measurement input | 0.0012 |
COMMON STOCK WARRANT LIABILIT_2
COMMON STOCK WARRANT LIABILITY - Narrative (Details) - USD ($) $ in Thousands | Sep. 29, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jul. 23, 2021 | Dec. 31, 2020 | Sep. 30, 2017 |
Class of Warrant or Right [Line Items] | ||||||||
Number of warrants (in shares) | 85,750,000 | 2 | ||||||
Convertible preferred stock warrant liability | $ 0 | $ 0 | $ 2,960 | |||||
Change in fair value of convertible preferred stock warrant liability | $ 100 | $ 200 | ||||||
Sponsor earnback warrants vested (in shares) | 4,927,778 | |||||||
Private Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Number of warrants (in shares) | 44,350,000 | |||||||
Convertible preferred stock warrant liability | $ 812,000 | |||||||
Change in fair value of convertible preferred stock warrant liability | $ 24,800 | $ 24,800 |
COMMON STOCK WARRANT LIABILIT_3
COMMON STOCK WARRANT LIABILITY - Level 3 Fair Value Inputs (Details) | Sep. 30, 2021year$ / shares | Jul. 23, 2021year$ / shares | Feb. 28, 2021$ / shares | Dec. 31, 2020rate | Sep. 30, 2017$ / shares |
Class of Warrant or Right [Line Items] | |||||
Warrant exercise price (in dollars per share) | $ / shares | $ 11.50 | $ 1.94 | $ 1.94 | ||
Level 3 | Private Warrants, Non-Contingent | |||||
Class of Warrant or Right [Line Items] | |||||
Warrant exercise price (in dollars per share) | $ / shares | $ 18.92 | 18.44 | |||
Level 3 | Vesting Tranche One | Private Warrants, Contingent | |||||
Class of Warrant or Right [Line Items] | |||||
Warrant volume-weighted average trading price (in dollars per share) | $ / shares | 20 | ||||
Warrant exercise price (in dollars per share) | $ / shares | 0 | 18.16 | |||
Level 3 | Vesting Tranche Two | Private Warrants, Contingent | |||||
Class of Warrant or Right [Line Items] | |||||
Warrant volume-weighted average trading price (in dollars per share) | $ / shares | 25 | ||||
Warrant exercise price (in dollars per share) | $ / shares | 18.78 | 18.07 | |||
Level 3 | Vesting Tranche Three | Private Warrants, Contingent | |||||
Class of Warrant or Right [Line Items] | |||||
Warrant volume-weighted average trading price (in dollars per share) | $ / shares | 30 | ||||
Warrant exercise price (in dollars per share) | $ / shares | $ 18.60 | $ 17.92 | |||
Volatility | |||||
Class of Warrant or Right [Line Items] | |||||
Warrant measurement input | 0.5000 | ||||
Volatility | Level 3 | Private Warrants, Non-Contingent | |||||
Class of Warrant or Right [Line Items] | |||||
Warrant measurement input | year | 0.7500 | 0.8000 | |||
Volatility | Level 3 | Private Warrants, Contingent | |||||
Class of Warrant or Right [Line Items] | |||||
Warrant measurement input | year | 0.7500 | 0.8000 | |||
Expected term (in years) | Level 3 | Private Warrants, Non-Contingent | |||||
Class of Warrant or Right [Line Items] | |||||
Warrant measurement input | year | 4.8 | 5 | |||
Expected term (in years) | Level 3 | Private Warrants, Contingent | |||||
Class of Warrant or Right [Line Items] | |||||
Warrant measurement input | year | 4.8 | 5 | |||
Risk-free rate | Level 3 | Private Warrants, Non-Contingent | |||||
Class of Warrant or Right [Line Items] | |||||
Warrant measurement input | year | 0.0094 | 0.0072 | |||
Risk-free rate | Level 3 | Private Warrants, Contingent | |||||
Class of Warrant or Right [Line Items] | |||||
Warrant measurement input | year | 0.0094 | 0.0072 | |||
Expected dividend rate | |||||
Class of Warrant or Right [Line Items] | |||||
Warrant measurement input | rate | 0 | ||||
Expected dividend rate | Level 3 | Private Warrants, Non-Contingent | |||||
Class of Warrant or Right [Line Items] | |||||
Warrant measurement input | year | 0 | 0 | |||
Expected dividend rate | Level 3 | Private Warrants, Contingent | |||||
Class of Warrant or Right [Line Items] | |||||
Warrant measurement input | year | 0 | 0 |
CONVERTIBLE PREFERRED STOCK - N
CONVERTIBLE PREFERRED STOCK - Narrative (Details) | Jul. 23, 2021shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 24, 2020USD ($)shares | Dec. 22, 2020USD ($)shares | Apr. 30, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($) | Feb. 28, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Sep. 30, 2020USD ($)condition$ / sharesshares | Aug. 31, 2020USD ($)$ / sharesshares | Jun. 30, 2020USD ($)shares | Mar. 31, 2020USD ($)shares | Oct. 31, 2019USD ($) | Apr. 30, 2019USD ($) | Apr. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($)condition$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($)condition$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Jul. 22, 2021shares | Jun. 30, 2021USD ($)shares | Dec. 31, 2018USD ($) | |||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||
Convertible preferred stock, shares outstanding (in shares) | shares | 957,159,704 | [1] | 957,159,704 | [1] | 825,191,683 | [1] | 667,574,747 | [1] | 0 | [1] | 825,191,683 | [1] | 0 | [1] | 825,191,683 | [1] | 502,582,534 | [1] | 502,582,534 | [1] | 0 | [1] | 437,182,072 | 1,155,909,367 | [1] | |||||||||||||
Stock converted, reverse recapitalization (in shares) | shares | 1,193,226,511 | |||||||||||||||||||||||||||||||||||||
Temporary equity, carrying amount, attributable to parent | $ 2,494,076,000 | $ 2,494,076,000 | $ 1,992,106,000 | $ 1,513,573,000 | $ 0 | $ 1,992,106,000 | $ 0 | $ 1,992,106,000 | $ 1,074,010,000 | $ 1,074,010,000 | $ 0 | $ 5,836,785,000 | ||||||||||||||||||||||||||
Number of milestone conditions required to receive funding | condition | 2 | 2 | 2 | |||||||||||||||||||||||||||||||||||
Contingent forward contract liability, fair value loss | 454,546,000 | $ 8,719,000 | ||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 236,956,000 | $ 1,276,000 | $ 366,200,000 | 3,257,000 | ||||||||||||||||||||||||||||||||||
Common stock, shares authorized (in shares) | shares | 1,189,800,259 | 1,316,758,889 | 1,189,800,259 | 15,000,000,000 | 15,000,000,000 | 15,000,000,000 | ||||||||||||||||||||||||||||||||
Convertible preferred stock, shares authorized (in shares) | shares | 1,058,949,780 | 1,155,909,398 | 1,058,949,780 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||
Convertible preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||||
Number of common shares issuable upon conversion of preferred shares (in shares) | shares | 1 | 1 | 1 | |||||||||||||||||||||||||||||||||||
Convertible stock, percentage of holders required to trigger conversion | 66.67% | 66.67% | 66.67% | |||||||||||||||||||||||||||||||||||
Convertible stock. pre-offering market capitalization threshold to trigger conversion | $ 2,500,000,000 | $ 2,500,000,000 | $ 2,500,000,000 | |||||||||||||||||||||||||||||||||||
Convertible stock, IPO gross proceeds required to trigger conversion | 200,000,000 | 200,000,000 | 200,000,000 | |||||||||||||||||||||||||||||||||||
Eligible Holders | ||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||
Aggregate value of convertible preferred shares approved for issuance | $ 71,000,000 | |||||||||||||||||||||||||||||||||||||
Series E Contingent Forward Contract Liability | ||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||
Contingent forward contract, fair value | $ 110,500,000 | $ 110,500,000 | $ 722,400,000 | 1,400,000,000 | $ 110,500,000 | $ 800,000 | $ 722,400,000 | $ 0 | $ 800,000 | 0 | 800,000 | 0 | ||||||||||||||||||||||||||
Contingent forward contract liability, fair value loss | $ 109,700,000 | $ 454,500,000 | ||||||||||||||||||||||||||||||||||||
Series A | ||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||
Convertible preferred stock, shares outstanding (in shares) | shares | 32,045,280 | 32,045,280 | ||||||||||||||||||||||||||||||||||||
Temporary equity, carrying amount, attributable to parent | $ 11,925,000 | $ 11,925,000 | ||||||||||||||||||||||||||||||||||||
Convertible preferred stock, shares authorized (in shares) | shares | 32,045,280 | 32,045,280 | ||||||||||||||||||||||||||||||||||||
Convertible preferred stock, dividend rate (in dollars per share) | $ / shares | $ 0.03 | |||||||||||||||||||||||||||||||||||||
Convertible preferred stock, liquidation preference, rate | 1 | |||||||||||||||||||||||||||||||||||||
Series B | ||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||
Convertible preferred stock, shares outstanding (in shares) | shares | 24,677,332 | 24,677,332 | ||||||||||||||||||||||||||||||||||||
Repurchase of convertible preferred shares (in shares) | shares | [1] | 3,525,365 | ||||||||||||||||||||||||||||||||||||
Payments for repurchase of convertible preferred stock | $ 3,000,000 | $ 0 | ||||||||||||||||||||||||||||||||||||
Temporary equity, carrying amount, attributable to parent | $ 23,740,000 | $ 23,740,000 | ||||||||||||||||||||||||||||||||||||
Convertible preferred stock, shares authorized (in shares) | shares | 24,677,332 | 24,677,332 | ||||||||||||||||||||||||||||||||||||
Convertible preferred stock, dividend rate (in dollars per share) | $ / shares | $ 0.09 | |||||||||||||||||||||||||||||||||||||
Convertible preferred stock, liquidation preference, rate | 1 | |||||||||||||||||||||||||||||||||||||
Series B | Fifth Company Repurchase | ||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||
Number of shares authorized to be repurchased (in shares) | shares | 3,525,332 | |||||||||||||||||||||||||||||||||||||
Payments for repurchase of convertible preferred stock | $ 3,000,000 | |||||||||||||||||||||||||||||||||||||
Temporary equity, carrying amount, attributable to parent | 4,000,000 | |||||||||||||||||||||||||||||||||||||
Cumulative adjustments to additional paid in capital for share repurchases | $ 1,000,000 | |||||||||||||||||||||||||||||||||||||
Convertible preferred shares subject to repurchase, mandatory redemption term | 45 days | |||||||||||||||||||||||||||||||||||||
Series C | ||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||
Convertible preferred stock, shares outstanding (in shares) | shares | 59,575,253 | 59,575,253 | ||||||||||||||||||||||||||||||||||||
Repurchase of convertible preferred shares (in shares) | shares | 9,656,589 | [1] | 9,656,589 | [1] | 11,331,430 | |||||||||||||||||||||||||||||||||
Repurchase of convertible preferred shares | $ 60,000,000 | |||||||||||||||||||||||||||||||||||||
Price of stock repurchased (in dollars per share) | $ / shares | $ 5.30 | |||||||||||||||||||||||||||||||||||||
Payments for repurchase of convertible preferred stock | $ 0 | $ 9,861,000 | ||||||||||||||||||||||||||||||||||||
Temporary equity, carrying amount, attributable to parent | $ 137,475,000 | $ 137,475,000 | ||||||||||||||||||||||||||||||||||||
Convertible preferred stock, shares authorized (in shares) | shares | 82,414,075 | 82,414,075 | ||||||||||||||||||||||||||||||||||||
Convertible preferred stock, dividend rate (in dollars per share) | $ / shares | $ 0.19 | |||||||||||||||||||||||||||||||||||||
Convertible preferred stock, liquidation preference, rate | 1 | |||||||||||||||||||||||||||||||||||||
Series C | Third Company Repurchase | ||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||
Price of stock repurchased (in dollars per share) | $ / shares | $ 1.02 | |||||||||||||||||||||||||||||||||||||
Number of shares authorized to be repurchased (in shares) | shares | 9,656,589 | |||||||||||||||||||||||||||||||||||||
Payments for repurchase of convertible preferred stock | $ 9,900,000 | |||||||||||||||||||||||||||||||||||||
Temporary equity, carrying amount, attributable to parent | $ 20,400,000 | $ 20,400,000 | ||||||||||||||||||||||||||||||||||||
Cumulative adjustments to additional paid in capital for share repurchases | $ 10,500,000 | $ 10,500,000 | ||||||||||||||||||||||||||||||||||||
Series C | Fourth Company Repurchase | ||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||
Price of stock repurchased (in dollars per share) | $ / shares | $ 1.21 | |||||||||||||||||||||||||||||||||||||
Number of shares authorized to be repurchased (in shares) | shares | 1,850,800 | 1,850,800 | ||||||||||||||||||||||||||||||||||||
Payments for repurchase of convertible preferred stock | $ 2,200,000 | |||||||||||||||||||||||||||||||||||||
Temporary equity, carrying amount, attributable to parent | $ 4,500,000 | $ 4,500,000 | $ 4,500,000 | |||||||||||||||||||||||||||||||||||
Cumulative adjustments to additional paid in capital for share repurchases | $ 2,200,000 | $ 2,200,000 | ||||||||||||||||||||||||||||||||||||
Convertible preferred stock, fair value (in dollars per share) | $ / shares | $ 2.42 | $ 2.42 | $ 2.42 | |||||||||||||||||||||||||||||||||||
Series D | ||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||
Convertible preferred stock, shares outstanding (in shares) | shares | 539,769,493 | 539,769,493 | ||||||||||||||||||||||||||||||||||||
Temporary equity, carrying amount, attributable to parent | $ 1,311,548,000 | $ 1,311,548,000 | ||||||||||||||||||||||||||||||||||||
Convertible preferred stock issuable, value | $ 400,000,000 | |||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible preferred shares | $ 200,000,000 | $ 200,000,000 | $ 400,000,000 | $ 200,000,000 | $ 3,000,000 | $ 400,000,000 | 872,000,000 | |||||||||||||||||||||||||||||||
Conversion of Convertible Notes | $ 272,000,000 | $ 271,985,000 | ||||||||||||||||||||||||||||||||||||
Issuance of convertible preferred shares (in shares) | shares | 82,496,121 | 82,496,092 | 164,992,213 | [1] | 374,777,281 | |||||||||||||||||||||||||||||||||
Preferred stock, price (in dollars per share) | $ / shares | $ 2.33 | $ 2.33 | ||||||||||||||||||||||||||||||||||||
Convertible preferred stock, shares authorized (in shares) | shares | 618,720,748 | 618,720,748 | ||||||||||||||||||||||||||||||||||||
Convertible preferred stock, dividend rate, percentage | 8.00% | |||||||||||||||||||||||||||||||||||||
Convertible preferred stock, liquidation preference, rate | 1.5 | |||||||||||||||||||||||||||||||||||||
Series D Preferred Stock, Tranche Three | ||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||
Convertible preferred stock issuable, value | $ 400,000,000 | |||||||||||||||||||||||||||||||||||||
Series D Preferred Stock, Tranche Two | ||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||
Convertible preferred stock issuable, value | 400,000,000 | |||||||||||||||||||||||||||||||||||||
Series D Preferred Stock, Tranche One | ||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||
Convertible preferred stock issuable, value | $ 200,000,000 | |||||||||||||||||||||||||||||||||||||
Series E | ||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||
Convertible preferred stock, shares outstanding (in shares) | shares | 301,092,346 | 301,092,346 | ||||||||||||||||||||||||||||||||||||
Temporary equity, carrying amount, attributable to parent | $ 1,009,388,000 | $ 1,009,388,000 | ||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible preferred shares | $ 400,000,000 | $ 92,900,000 | $ 107,100,000 | $ 400,000,000 | $ 400,000,000 | $ 500,000,000 | $ 200,000,000 | $ 600,000,000 | $ 499,724,000 | |||||||||||||||||||||||||||||
Issuance of convertible preferred shares (in shares) | shares | 133,818,821 | 66,909,408 | 133,818,821 | 167,273,525 | 167,273,525 | [1] | 200,728,229 | [1] | 167,273,525 | [1] | ||||||||||||||||||||||||||||
Preferred stock, price (in dollars per share) | $ / shares | $ 2.99 | $ 2.99 | $ 2.99 | $ 2.99 | $ 2.99 | $ 2.99 | ||||||||||||||||||||||||||||||||
Convertible preferred stock, additional shares approved for issuance (in shares) | shares | 200,700,000 | |||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 123,600,000 | |||||||||||||||||||||||||||||||||||||
Convertible preferred stock, shares authorized (in shares) | shares | 301,092,345 | 301,092,345 | ||||||||||||||||||||||||||||||||||||
Convertible preferred stock, dividend rate, percentage | 8.00% | |||||||||||||||||||||||||||||||||||||
Convertible preferred stock, liquidation preference, rate | 1.5 | |||||||||||||||||||||||||||||||||||||
Convertible stock, percentage of holders required to trigger conversion | 50.00% | 50.00% | 50.00% | |||||||||||||||||||||||||||||||||||
Series E | Eligible Holders | ||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||
Preferred stock, price (in dollars per share) | $ / shares | $ 2.99 | |||||||||||||||||||||||||||||||||||||
Convertible preferred shares approved for issuance (in shares) | shares | 23,737,221 | |||||||||||||||||||||||||||||||||||||
Series E | Additional Purchasers | ||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||
Preferred stock, price (in dollars per share) | $ / shares | $ 2.99 | |||||||||||||||||||||||||||||||||||||
Series E | Management | ||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||
Issuance of convertible preferred shares (in shares) | shares | 3,034,194 | |||||||||||||||||||||||||||||||||||||
Series E | Director | ||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||
Issuance of convertible preferred shares (in shares) | shares | 1,658,705 | |||||||||||||||||||||||||||||||||||||
Series E | Chief Executive Officer | ||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||
Issuance of convertible preferred shares (in shares) | shares | 535,275 | |||||||||||||||||||||||||||||||||||||
Legacy Preferred Shareholders | ||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||
Stock converted, reverse recapitalization (in shares) | shares | 437,182,072 | |||||||||||||||||||||||||||||||||||||
[1] | The number of shares of convertible preferred stock and common stock issued and outstanding prior to the Merger have been retroactively adjusted by the Exchange Ratio to give effect to the reverse recapitalization treatment of the Merger. See Note 1 - Description of Business and Note 3 - Reverse Capitalization for more information. |
CONVERTIBLE PREFERRED STOCK - S
CONVERTIBLE PREFERRED STOCK - Schedule of Proceeds from Series D Preferred Stock (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 45 Months Ended | |||||
Feb. 28, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Oct. 31, 2019 | Apr. 30, 2019 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2021 | |
Class of Stock [Line Items] | ||||||||||
Conversion of preferred stock warrant to Series D in February 2021 | $ 3,000 | $ 173,300 | $ 173,273 | $ 0 | ||||||
Series D | ||||||||||
Class of Stock [Line Items] | ||||||||||
Conversion of Convertible Notes | $ 272,000 | $ 271,985 | ||||||||
Proceeds from issuance of convertible preferred shares | $ 200,000 | $ 200,000 | $ 400,000 | $ 200,000 | $ 3,000 | 400,000 | $ 872,000 | |||
Settlement of Series D contingent forward contract liability | $ 39,563 | 39,564 | ||||||||
Conversion of preferred stock warrant to Series D in February 2021 | 3,000 | |||||||||
Reclassification of preferred stock warrant liability to Series D in February 2021 | $ 9,936 | |||||||||
Total proceeds of Series D | $ 1,324,485 |
CONVERTIBLE PREFERRED STOCK -_2
CONVERTIBLE PREFERRED STOCK - Schedule of Convertible Preferred Shares (Details) $ / shares in Units, $ in Thousands | Sep. 30, 2021USD ($)shares | Jul. 22, 2021shares | Jun. 30, 2021USD ($)shares | Feb. 28, 2021shares | Dec. 31, 2020USD ($)$ / sharesshares | Sep. 30, 2020USD ($)shares | Jun. 30, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | ||||||
Class of Stock [Line Items] | ||||||||||||||
Convertible preferred stock, shares authorized (in shares) | shares | 0 | 1,155,909,398 | 1,058,949,780 | |||||||||||
Convertible preferred stock, shares outstanding (in shares) | shares | 0 | [1] | 437,182,072 | 1,155,909,367 | [1] | 957,159,704 | [1] | 825,191,683 | [1] | 667,574,747 | [1] | 502,582,534 | [1] | |
Temporary equity, carrying amount, attributable to parent | $ | $ 0 | $ 5,836,785 | $ 2,494,076 | $ 1,992,106 | $ 1,513,573 | $ 1,074,010 | ||||||||
Convertible preferred stock, liquidation preference amount | $ | $ 0 | $ 3,497,913 | ||||||||||||
Series A | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Convertible preferred stock, shares authorized (in shares) | shares | 32,045,280 | |||||||||||||
Convertible preferred stock, shares outstanding (in shares) | shares | 32,045,280 | |||||||||||||
Temporary equity, carrying amount, attributable to parent | $ | $ 11,925 | |||||||||||||
Conversion Per Share to Common Stock | 0.38 | |||||||||||||
Temporary equity, liquidation preference per share (in dollars per share) | $ / shares | $ 0.38 | |||||||||||||
Convertible preferred stock, liquidation preference amount | $ | $ 12,120 | |||||||||||||
Series B | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Convertible preferred stock, shares authorized (in shares) | shares | 24,677,332 | |||||||||||||
Convertible preferred stock, shares outstanding (in shares) | shares | 24,677,332 | |||||||||||||
Temporary equity, carrying amount, attributable to parent | $ | $ 23,740 | |||||||||||||
Conversion Per Share to Common Stock | 1.13 | |||||||||||||
Temporary equity, liquidation preference per share (in dollars per share) | $ / shares | $ 1.13 | |||||||||||||
Convertible preferred stock, liquidation preference amount | $ | $ 28,000 | |||||||||||||
Convertible preferred stock, shares cancelled (in shares) | shares | 3,525,332 | |||||||||||||
Convertible preferred stock, shares cancelled, fair value | $ | $ 3,000 | |||||||||||||
Series C | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Convertible preferred stock, shares authorized (in shares) | shares | 82,414,075 | |||||||||||||
Convertible preferred stock, shares outstanding (in shares) | shares | 59,575,253 | |||||||||||||
Temporary equity, carrying amount, attributable to parent | $ | $ 137,475 | |||||||||||||
Conversion Per Share to Common Stock | 2.42 | |||||||||||||
Temporary equity, liquidation preference per share (in dollars per share) | $ / shares | $ 2.42 | |||||||||||||
Convertible preferred stock, liquidation preference amount | $ | $ 144,432 | |||||||||||||
Series D | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Convertible preferred stock, shares authorized (in shares) | shares | 618,720,748 | |||||||||||||
Convertible preferred stock, shares outstanding (in shares) | shares | 539,769,493 | |||||||||||||
Temporary equity, carrying amount, attributable to parent | $ | $ 1,311,548 | |||||||||||||
Conversion Per Share to Common Stock | 2.33 | |||||||||||||
Temporary equity, liquidation preference per share (in dollars per share) | $ / shares | $ 3.64 | |||||||||||||
Convertible preferred stock, liquidation preference amount | $ | $ 1,963,912 | |||||||||||||
Series E | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Convertible preferred stock, shares authorized (in shares) | shares | 301,092,345 | |||||||||||||
Convertible preferred stock, shares outstanding (in shares) | shares | 301,092,346 | |||||||||||||
Temporary equity, carrying amount, attributable to parent | $ | $ 1,009,388 | |||||||||||||
Conversion Per Share to Common Stock | 2.99 | |||||||||||||
Temporary equity, liquidation preference per share (in dollars per share) | $ / shares | $ 4.48 | |||||||||||||
Convertible preferred stock, liquidation preference amount | $ | $ 1,349,449 | |||||||||||||
[1] | The number of shares of convertible preferred stock and common stock issued and outstanding prior to the Merger have been retroactively adjusted by the Exchange Ratio to give effect to the reverse recapitalization treatment of the Merger. See Note 1 - Description of Business and Note 3 - Reverse Capitalization for more information. |
STOCKHOLDERS_ EQUITY (DEFICIT_2
STOCKHOLDERS’ EQUITY (DEFICIT) - Narrative (Details) $ / shares in Units, $ in Thousands | Oct. 29, 2021$ / sharesshares | Jul. 23, 2021$ / sharesshares | Oct. 29, 2021$ / sharesshares | Feb. 28, 2021USD ($)$ / shares | Sep. 30, 2021vote$ / sharesshares | Sep. 30, 2021USD ($)vote$ / sharesshares | Sep. 30, 2021USD ($)vote$ / sharesshares | Sep. 30, 2020USD ($) | Oct. 08, 2021$ / shares | Sep. 08, 2021$ / shares | Jul. 22, 2021shares | Dec. 31, 2020$ / sharesshares | Sep. 30, 2017$ / sharesshares |
Class of Stock [Line Items] | |||||||||||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | 0 | |||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Preferred stock, shares issued (in shares) | 0 | 0 | 0 | 0 | |||||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | 0 | |||||||||
Reverse recapitalization, shares issued (in shares) | 425,395,023 | ||||||||||||
Common stock, shares outstanding (in shares) | 1,618,621,534 | 1,641,642,816 | 1,641,642,816 | 1,641,642,816 | 451,295,965 | 28,791,702 | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Number of votes allowed per share | vote | 1 | 1 | 1 | ||||||||||
Number of warrants (in shares) | 85,750,000 | 2 | |||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 11.50 | $ 1.94 | $ 1.94 | ||||||||||
Warrants exercised (in shares) | 32,082,532 | 32,082,532 | |||||||||||
Warrants exercised, cashless (in shares) | 17,015,311 | 17,015,311 | |||||||||||
Proceeds from the exercise of public warrants | $ | $ 3,000 | $ 173,300 | $ 173,273 | $ 0 | |||||||||
Warrant, redemption price (in dollars per share) | $ / shares | $ 0.01 | ||||||||||||
Public warrants to purchase common stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of warrants (in shares) | 41,400,000 | 9,317,468 | 9,317,468 | 9,317,468 | |||||||||
Warrants exercised (in shares) | 32,082,532 | ||||||||||||
Public warrants to purchase common stock | Subsequent Event | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrants exercised (in shares) | 8,951,665 | ||||||||||||
Warrants exercised, cashless (in shares) | 365,803 | ||||||||||||
Warrant, redemption price (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||
Legacy Preferred Shareholders | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock converted, after exchange ratio (in shares) | 1,155,909,367 |
STOCKHOLDERS_ EQUITY (DEFICIT_3
STOCKHOLDERS’ EQUITY (DEFICIT) - Public Common Stock Warrants (Details) - shares | 2 Months Ended | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Jul. 23, 2021 | Sep. 30, 2017 | |
Class of Warrant or Right [Line Items] | |||||
Number of warrants (in shares) | 85,750,000 | 2 | |||
Warrants exercised (in shares) | (32,082,532) | (32,082,532) | |||
Public warrants to purchase common stock | |||||
Class of Warrant or Right [Line Items] | |||||
Number of warrants (in shares) | 9,317,468 | 9,317,468 | 9,317,468 | 41,400,000 | |
Warrants exercised (in shares) | (32,082,532) |
STOCKHOLDERS_ EQUITY (DEFICIT_4
STOCKHOLDERS’ EQUITY (DEFICIT) - Common Stock Reserved for Issuance (Details) - shares | Sep. 30, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||
Common shares reserved for future issuance (in shares) | 176,758,741 | 1,039,908,056 |
Convertible preferred stock (on an as-converted basis) | ||
Class of Stock [Line Items] | ||
Common shares reserved for future issuance (in shares) | 0 | 957,159,704 |
Convertible preferred stock warrant (on an as-converted basis) | ||
Class of Stock [Line Items] | ||
Common shares reserved for future issuance (in shares) | 0 | 1,546,799 |
Private warrants to purchase common stock | ||
Class of Stock [Line Items] | ||
Common shares reserved for future issuance (in shares) | 44,350,000 | 0 |
Public warrants to purchase common stock | ||
Class of Stock [Line Items] | ||
Common shares reserved for future issuance (in shares) | 9,317,468 | 0 |
Stock options outstanding | ||
Class of Stock [Line Items] | ||
Common shares reserved for future issuance (in shares) | 67,013,622 | 70,675,318 |
RSUs | ||
Class of Stock [Line Items] | ||
Common shares reserved for future issuance (in shares) | 43,183,277 | 0 |
Shares available for future grants under equity plans | ||
Class of Stock [Line Items] | ||
Common shares reserved for future issuance (in shares) | 12,894,374 | 10,526,235 |
EARNBACK SHARES AND WARRANTS (D
EARNBACK SHARES AND WARRANTS (Details) | Sep. 29, 2021day$ / sharesshares | Jul. 23, 2021daytranche$ / sharesshares |
Class of Stock [Line Items] | ||
Earnback period | 5 years | |
Sponsor earnback shares (in shares) | 17,250,000 | |
Sponsor earnback warrants (in shares) | 14,783,333 | |
Sponsor earnback shares, number of tranches | tranche | 3 | |
Sponsor earnback warrants, number of tranches | tranche | 3 | |
Threshold trading days | day | 40 | 40 |
Threshold consecutive trading days | day | 60 | 60 |
Sponsor earnback shares vested (in shares) | 5,750,000 | |
Sponsor earnback warrants vested (in shares) | 4,927,778 | |
Vesting Tranche One | ||
Class of Stock [Line Items] | ||
Sponsor earnback shares (in shares) | 5,750,000 | |
Sponsor earnback warrants (in shares) | 4,927,778 | |
Sponsor earnback warrants, target stock price (in dollars per share) | $ / shares | $ 20 | $ 20 |
Vesting Tranche Two | ||
Class of Stock [Line Items] | ||
Sponsor earnback shares (in shares) | 5,750,000 | |
Sponsor earnback warrants (in shares) | 4,927,778 | |
Sponsor earnback warrants, target stock price (in dollars per share) | $ / shares | $ 25 | |
Vesting Tranche Three | ||
Class of Stock [Line Items] | ||
Sponsor earnback shares (in shares) | 5,750,000 | |
Sponsor earnback warrants (in shares) | 4,927,777 | |
Sponsor earnback warrants, target stock price (in dollars per share) | $ / shares | $ 30 |
STOCK-BASED AWARDS - Narrative
STOCK-BASED AWARDS - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)installmenttrancheshares | Sep. 30, 2020USD ($) | Jan. 31, 2021shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options exercised, aggregate intrinsic value | $ 152,800 | $ 3,400 | |||
Fair value of options granted during the period | 24,000 | 16,100 | |||
Fair value of options vested during the period | $ 4,700 | 3,100 | |||
Granted (in shares) | shares | 43,524,412 | ||||
Stock-based compensation | $ 236,956 | $ 1,276 | $ 366,200 | $ 3,257 | |
Unamortized share-based compensation expense | 732,200 | $ 732,200 | |||
Unamortized share-based compensation, options, amortization period | 2 years 8 months 12 days | ||||
Series E | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation | $ 123,600 | ||||
Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award expiration period | 10 years | ||||
Award vesting period | 4 years | ||||
Options | Vesting Tranche One | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 25.00% | ||||
Options | Vesting Tranche Two | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 3 years | ||||
Time-Based Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 4 years | ||||
Granted (in shares) | shares | 27,500,001 | ||||
Time-Based Shares | Chief Executive Officer | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | shares | 13,834,748 | ||||
Number of vesting installments | installment | 16 | ||||
Time-Based Shares | Vesting Tranche One | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 375 days | ||||
Vesting percentage | 25.00% | ||||
Performance-Based Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | shares | 16,024,411 | ||||
Performance-Based Shares | Chief Executive Officer | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award expiration period | 5 years | ||||
Number of vesting installments | tranche | 5 | ||||
Performance measurement period | 6 months | ||||
RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation | $ 235,600 | $ 235,600 | |||
2014 Share Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares available for grant (in shares) | shares | 10,526,235,000,000 | ||||
Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares available for grant (in shares) | shares | 12,894,374 | 12,894,374 | |||
Incentive Plan | Employee Stock Purchase Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Discount from market price, purchase date | 85.00% | ||||
Discount from market price, offering date | 85.00% |
STOCK-BASED AWARDS - Schedule o
STOCK-BASED AWARDS - Schedule of Option Activity (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | |
Number of Options | ||
Balance - beginning of period (in shares) | shares | 70,675,318 | |
Options granted (in shares) | shares | 8,402,925 | |
Options exercised (in shares) | shares | (8,966,272) | |
Options canceled (in shares) | shares | (3,098,349) | |
Balance - end of period (in shares) | shares | 67,013,622 | 70,675,318 |
Weighted Average Exercise Price | ||
Balance - beginning of period (in dollars per share) | $ / shares | $ 1.07 | $ 0.84 |
Options granted (in dollars per share) | $ / shares | 2.85 | |
Options exercised (in dollars per share) | $ / shares | 0.69 | |
Options canceled (in dollars per share) | $ / shares | 1.68 | |
Balance - end of period (in dollars per share) | $ / shares | $ 1.07 | $ 0.84 |
Additional Disclosures | ||
Options outstanding, weighted average remaining contractual term | 6 years 9 months 18 days | 7 years 9 months 18 days |
Options outstanding, intrinsic value | $ | $ 1,628,923 | $ 647,218 |
Options vested and exercisable, number of options (in shares) | shares | 41,932,824 | |
Options vested and exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 0.75 | |
Options vested and exercisable, weighted average remaining contractual term | 5 years 8 months 12 days | |
Options vested and exercisable, intrinsic value | $ | $ 1,032,660 |
STOCK-BASED AWARDS - Valuation
STOCK-BASED AWARDS - Valuation Assumptions (Details) | Mar. 27, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted average volatility | 0.00% | 50.40% | 41.90% | 65.20% | |
Expected term (in years) | 0 years | 5 years 9 months 18 days | 5 years 10 months 24 days | 5 years 10 months 24 days | |
Risk-free interest rate | 0.00% | 1.60% | 0.60% | 0.90% | |
Expected dividends | 0.00% | 0.00% | 0.00% | 0.00% | |
Performance-Based Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted average volatility | 60.00% | ||||
Expected term (in years) | 5 years | ||||
Risk-free interest rate | 0.90% | ||||
Expected dividends | 0.00% |
STOCK-BASED AWARDS - Restricted
STOCK-BASED AWARDS - Restricted Stock Award Activity (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Shares | ||
Nonvested balance at beginning of period (in shares) | 43,183,277 | 0 |
Granted (in shares) | 43,524,412 | |
Cancelled/forfeited (in shares) | (341,135) | |
Nonvested balance at end of period (in shares) | 43,183,277 | |
RSUs | ||
Weighted-Average Grant-Date Fair Value | ||
Nonvested balance at beginning of period (in dollars per share) | $ 19.38 | $ 0 |
Granted (in dollars per share) | 19.41 | |
Cancelled/forfeited (in dollars per share) | 22.79 | |
Nonvested balance at end of period (in dollars per share) | $ 19.38 | |
Time-Based Shares | ||
Shares | ||
Nonvested balance at beginning of period (in shares) | 27,158,866 | 0 |
Granted (in shares) | 27,500,001 | |
Cancelled/forfeited (in shares) | (341,135) | |
Nonvested balance at end of period (in shares) | 27,158,866 | |
Performance-Based Shares | ||
Shares | ||
Nonvested balance at beginning of period (in shares) | 16,024,411 | 0 |
Granted (in shares) | 16,024,411 | |
Cancelled/forfeited (in shares) | 0 | |
Nonvested balance at end of period (in shares) | 16,024,411 |
STOCK-BASED AWARDS - Share-base
STOCK-BASED AWARDS - Share-based Payment Arrangement, Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 236,956 | $ 1,276 | $ 366,200 | $ 3,257 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 59,196 | 679 | 85,899 | 2,072 |
Selling, general and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 177,760 | $ 597 | $ 280,301 | $ 1,185 |
LEASES - Balance Sheet Informat
LEASES - Balance Sheet Information (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Operating lease, liability, current, statement of financial position [Extensible Enumeration] | Other current liabilities | |
Operating lease, liability, noncurrent, statement of financial position [Extensible Enumeration] | Other long-term liabilities | |
Finance lease, right-of-use asset, statement of financial position [Extensible Enumeration] | Property, plant and equipment, net | |
Operating leases: | ||
Operating lease right-of-use assets | $ 143,782 | $ 0 |
Operating lease liabilities, current portion | 14,611 | 0 |
Long-term portion of lease obligations | 169,433 | 0 |
Total operating lease liabilities | 184,044 | |
Finance leases: | ||
Total finance lease assets | 7,825 | |
Finance lease liabilities, current portion | 3,268 | 0 |
Long-term portion of lease obligations | 4,687 | $ 0 |
Total finance lease liabilities | $ 7,955 |
LEASES - Lease Expense (Details
LEASES - Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Operating lease expense: | ||
Operating lease expense | $ 8,261 | $ 21,811 |
Variable lease expense | 595 | 1,754 |
Finance lease expense: | ||
Amortization of leased assets | 800 | 2,032 |
Interest on lease liabilities | 115 | 328 |
Total finance lease expense | 915 | 2,360 |
Total lease expense | $ 9,771 | $ 25,925 |
LEASES - Remaining Terms and Di
LEASES - Remaining Terms and Discount Rates (Details) | Sep. 30, 2021 |
Weighted-average remaining lease term (in years): | |
Operating leases | 7 years 10 months 24 days |
Finance leases | 2 years 4 months 24 days |
Weighted-average discount rate: | |
Operating leases | 11.20% |
Finance leases | 6.10% |
LEASES - Cash Flow Information
LEASES - Cash Flow Information (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Leases [Abstract] | |
Operating cash flows from operating leases | $ 4,516 |
Operating cash flows from finance leases (interest payments) | 328 |
Financing cash flows from finance leases | 1,915 |
Leased assets obtained in exchange for new operating lease liabilities | 61,497 |
Leased assets obtained in exchange for new finance lease liabilities | $ 70,756 |
LEASES - Lease Liability Maturi
LEASES - Lease Liability Maturity (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Operating Leases | ||
Three months ending September 30, 2021 | $ 8,969 | |
2022 | 35,539 | |
2023 | 35,043 | |
2024 | 35,400 | |
2025 | 34,484 | |
Thereafter | 132,938 | |
Total minimum lease payments | 282,373 | |
Less: Interest | (98,329) | |
Total operating lease liabilities | 184,044 | |
Less: Current portion | 14,611 | $ 0 |
Long-term portion of lease obligations | 169,433 | 0 |
Finance Leases | ||
Three months ending September 30, 2021 | 939 | |
2022 | 3,586 | |
2023 | 3,234 | |
2024 | 769 | |
2025 | 0 | |
Thereafter | 0 | |
Total minimum lease payments | 8,528 | |
Less: Interest | (573) | |
Total finance lease liabilities | 7,955 | |
Less: Current portion | 3,268 | 0 |
Long-term portion of lease obligations | $ 4,687 | $ 0 |
LEASES - Minimum Lease Payments
LEASES - Minimum Lease Payments Under Prior Guidance (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Operating Leases | ||
2021 | $ 25,490 | |
2022 | 28,837 | |
2023 | 27,633 | |
2024 | 28,207 | |
2025 | 27,474 | |
Thereafter | 116,155 | |
Total minimum lease payments | 253,796 | |
Finance Leases | ||
2021 | 1,729 | |
2022 | 1,547 | |
2023 | 1,174 | |
2024 | 9 | |
2025 | 0 | |
Thereafter | 0 | |
Total minimum lease payments | 4,459 | |
Less: Interest | (1,202) | |
Present value of lease obligations | 3,257 | |
Less: Current portion | (1,261) | |
Long-term portion of lease obligations | $ 0 | $ 1,996 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Loss Contingencies [Line Items] | ||
Long-term purchase commitment, period | 3 years | |
Indemnification Agreement | ||
Loss Contingencies [Line Items] | ||
Estimate of possible loss | $ 29.9 | $ 15.5 |
Chief Executive Officer | Deferred Bonus | ||
Loss Contingencies [Line Items] | ||
Transaction bonus payable | 2 | |
Capital Addition Purchase Commitments | ||
Loss Contingencies [Line Items] | ||
Contractual obligation | $ 363 | $ 406.1 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Schedule of Estimated Purchase Commitment (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2021 (remainder of the year) | $ 104,370 |
2022 | 202,400 |
2023 | 202,400 |
Total | $ 509,170 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||||
Provision for (benefit from) income taxes | $ 22 | $ (145) | $ 31 | $ (245) | |
Effective tax rate | (0.00%) | (0.00%) | (0.00%) | (0.00%) | |
Unrecognized tax benefits | $ 65,600 | $ 65,600 | $ 42,900 | ||
Unrecognized tax benefits that would impact effective tax rate | $ 2,600 | $ 2,600 | $ 2,600 |
NET LOSS PER SHARE - Basic and
NET LOSS PER SHARE - Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (524,403) | $ (161,237) | $ (1,534,081) | $ (408,105) |
Deemed dividend related to the issuance of Series E convertible preferred stock | 0 | 0 | (2,167,332) | 0 |
Net loss attributable to common stockholders | $ (524,403) | $ (161,237) | $ (3,701,413) | $ (408,105) |
Weighted average shares outstanding - basic (in shares) | 1,217,032,285 | 24,279,817 | 432,654,607 | 20,889,062 |
Weighted average shares outstanding - diluted (in shares) | 1,217,032,285 | 24,279,817 | 432,654,607 | 20,889,062 |
Net loss per share - basic (in dollars per share) | $ (0.43) | $ (6.64) | $ (8.56) | $ (19.54) |
Net loss per share - diluted (in dollars per share) | $ (0.43) | $ (6.64) | $ (8.56) | $ (19.54) |
NET LOSS PER SHARE - Antidiluti
NET LOSS PER SHARE - Antidilutive Securities Excluded from Earnings per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation amount (in shares) | 137,984,401 | 892,380,192 |
Convertible preferred stock (on an as-converted basis) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation amount (in shares) | 0 | 825,191,683 |
Convertible preferred stock warrants (on an as-converted basis) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation amount (in shares) | 0 | 1,546,799 |
Private warrants to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation amount (in shares) | 34,494,445 | 0 |
Public warrants to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation amount (in shares) | 9,317,468 | 0 |
Options outstanding to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation amount (in shares) | 67,013,622 | 65,641,710 |
RSUs outstanding | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation amount (in shares) | 27,158,866 | 0 |
NET LOSS PER SHARE - Narrative
NET LOSS PER SHARE - Narrative (Details) | 9 Months Ended |
Sep. 30, 2021shares | |
RSUs | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Number of underlying shares contingently issuable (in shares) | 16,024,411 |
Sponsor Earnback Shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Number of underlying shares contingently issuable (in shares) | 11,500,000 |
Sponsor Earnback Warrants | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Number of underlying shares contingently issuable (in shares) | 9,855,555 |
EMPLOYEE BENEFIT PLAN (Details)
EMPLOYEE BENEFIT PLAN (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Retirement Benefits [Abstract] | ||
Contributions employees may elect to contribute (percent) | 100.00% | |
Company matching contribution | $ 0 | $ 0 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - PIF - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Related party transaction, internship duration | 6 months | |
Forecast | ||
Related Party Transaction [Line Items] | ||
Related party transaction, amount of transaction | $ 1 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ / shares in Units, $ in Thousands | Oct. 29, 2021$ / sharesshares | Oct. 08, 2021$ / shares | Nov. 15, 2021USD ($) | Oct. 31, 2021USD ($)installment$ / sharesshares | Oct. 29, 2021$ / sharesshares | Sep. 30, 2021USD ($)shares | Sep. 30, 2021USD ($)shares | Sep. 30, 2021USD ($)shares | Sep. 08, 2021$ / shares |
Subsequent Event [Line Items] | |||||||||
Warrant, redemption price (in dollars per share) | $ / shares | $ 0.01 | ||||||||
Warrants exercised (in shares) | 32,082,532 | 32,082,532 | |||||||
Warrants exercised, cashless (in shares) | 17,015,311 | 17,015,311 | |||||||
Purchase obligation | $ | $ 509,170 | $ 509,170 | $ 509,170 | ||||||
Public warrants to purchase common stock | |||||||||
Subsequent Event [Line Items] | |||||||||
Warrants exercised (in shares) | 32,082,532 | ||||||||
Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Purchase obligation, term | 8 years | ||||||||
Purchase obligation, number of payment installments | installment | 5 | ||||||||
Purchase obligation | $ | $ 148,000 | ||||||||
Subsequent Event | Ms. House | |||||||||
Subsequent Event [Line Items] | |||||||||
Annual cash bonuses approved | $ | $ 166 | ||||||||
Subsequent Event | Mr. Smuts | |||||||||
Subsequent Event [Line Items] | |||||||||
Annual cash bonuses approved | $ | 81 | ||||||||
Subsequent Event | Chief Executive Officer | |||||||||
Subsequent Event [Line Items] | |||||||||
Annual cash bonuses approved | $ | 400 | ||||||||
Subsequent Event | Senior Vice President, Product and Chief Engineer | |||||||||
Subsequent Event [Line Items] | |||||||||
Annual cash bonuses approved | $ | 282 | ||||||||
Subsequent Event | Senior Vice President, Digital | |||||||||
Subsequent Event [Line Items] | |||||||||
Annual cash bonuses approved | $ | $ 268 | ||||||||
Subsequent Event | Minimum | |||||||||
Subsequent Event [Line Items] | |||||||||
Leases, annual base rent | $ | 300 | ||||||||
Subsequent Event | Maximum | |||||||||
Subsequent Event [Line Items] | |||||||||
Leases, annual base rent | $ | $ 600 | ||||||||
Subsequent Event | Common Class A | |||||||||
Subsequent Event [Line Items] | |||||||||
Shares repurchased (in shares) | 857,825 | ||||||||
Shares repurchased, repurchase price (in dollars per share) | $ / shares | $ 24.15 | ||||||||
Subsequent Event | Common Class A | Chief Executive Officer | |||||||||
Subsequent Event [Line Items] | |||||||||
Shares repurchased (in shares) | 178,796 | ||||||||
Subsequent Event | Common Class A | Senior Vice President, Product and Chief Engineer | |||||||||
Subsequent Event [Line Items] | |||||||||
Shares repurchased (in shares) | 195,557 | ||||||||
Subsequent Event | Common Class A | Senior Vice President, Digital | |||||||||
Subsequent Event [Line Items] | |||||||||
Shares repurchased (in shares) | 33,526 | ||||||||
Subsequent Event | Common Class A | Director | |||||||||
Subsequent Event [Line Items] | |||||||||
Shares repurchased (in shares) | 14,511 | ||||||||
Subsequent Event | Public warrants to purchase common stock | |||||||||
Subsequent Event [Line Items] | |||||||||
Warrant, redemption price (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Warrant, conversion ratio | 0.4458 | ||||||||
Warrants exercised (in shares) | 8,951,665 | ||||||||
Warrants exercised, cashless (in shares) | 365,803 |