Cover
Cover - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 22, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 5.5 | ||
Entity Common Stock, Shares Outstanding | 1,653,257,009 | ||
Documents Incorporated by Reference | Certain portions of the registrant’s definitive proxy statement for its annual meeting of stockholders (the “Proxy Statement”), to be filed with the Securities and Exchange Commission within 120 days after December 31, 2021, are incorporated by reference into Part III of this Annual Report on Form 10-K (this “Annual Report”). Except with respect to information specifically incorporated by reference in this Annual Report, the Proxy Statement shall not be deemed to be filed as part hereof. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Central Index Key | 0001811210 | ||
ICFR Auditor Attestation Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Firm ID | 248 |
Auditor Name | GRANT THORNTON LLP |
Auditor Location | San Francisco, California |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 6,262,905 | $ 614,412 |
Accounts receivable, net | 3,148 | 260 |
Short-term investments | 0 | 505 |
Inventory | 127,250 | 1,043 |
Prepaid expenses | 70,346 | 21,840 |
Other current assets | 43,328 | 24,496 |
Total current assets | 6,506,977 | 662,556 |
Property, plant and equipment, net | 1,182,153 | 713,274 |
Right-of-use assets | 161,974 | 0 |
Other noncurrent assets | 30,609 | 26,851 |
TOTAL ASSETS | 7,881,713 | 1,402,681 |
Current liabilities: | ||
Accounts payable | 41,342 | 17,333 |
Accrued compensation | 32,364 | 16,197 |
Finance lease liabilities, current portion | 4,183 | 0 |
Other current liabilities | 318,212 | 151,753 |
Total current liabilities | 396,101 | 185,283 |
Convertible preferred stock warrant liability | 0 | 2,960 |
Finance lease liabilities, net of current portion | 6,083 | 0 |
Common stock warrant liability | 1,394,808 | 0 |
Long-term debt | 1,986,791 | 0 |
Other long-term liabilities | 188,575 | 39,139 |
Total liabilities | 3,972,358 | 227,382 |
Commitments and contingencies (Note 15) | ||
CONVERTIBLE PREFERRED STOCK | ||
Convertible preferred stock, $0.0001 par value; 0 and 1,058,949,780 shares authorized as of December 31, 2021 and 2020, respectively; 0 and 957,159,704 shares issued and outstanding as of December 31, 2021 and 2020, respectively; liquidation preference of $0, and $3,497,913 as of December 31, 2021 and 2020, respectively | 0 | 2,494,076 |
STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Preferred stock, par value $0.0001; 10,000,000 and 0 shares authorized as of December 31, 2021 and 2020, respectively; no shares issued and outstanding as of December 31, 2021 and 2020, respectively | 0 | 0 |
Common stock, par value $0.0001; 15,000,000,000 and 1,189,800,259 shares authorized as of December 31, 2021 and 2020, respectively; 1,648,413,415 and 28,791,702 shares issued and 1,647,555,590 and 28,791,702 outstanding as of December 31, 2021 and 2020, respectively | 165 | 3 |
Additional paid-in capital | 9,995,778 | 38,113 |
Treasury stock, at cost, 857,825 and 0 shares at December 31, 2021 and 2020, respectively | (20,716) | 0 |
Accumulated deficit | (6,065,872) | (1,356,893) |
Total stockholders' equity (deficit) | 3,909,355 | (1,318,777) |
TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ 7,881,713 | $ 1,402,681 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | $ 27,111 | $ 3,976 | $ 4,590 |
Costs and expenses | |||
Cost of revenue | 154,897 | 3,070 | 3,926 |
Research and development | 750,185 | 511,110 | 220,223 |
Selling, general and administrative | 652,475 | 89,023 | 38,375 |
Total cost and expenses | 1,557,557 | 603,203 | 262,524 |
Loss from operations | (1,530,446) | (599,227) | (257,934) |
Other income (expense), net: | |||
Change in fair value of forward contracts | (454,546) | (118,382) | (15,053) |
Change in fair value of stock warrants liability | (1,200) | ||
Transaction costs expensed | (2,717) | 0 | 0 |
Interest expense | (1,374) | (64) | (8,547) |
Other (expense) income, net | (893) | (690) | 4,606 |
Total other expense, net | (1,049,266) | (120,341) | (19,400) |
Loss before provision for (benefit from) income taxes | (2,579,712) | (719,568) | (277,334) |
Provision for (benefit from) income taxes | 49 | (188) | 23 |
Net loss | (2,579,761) | (719,380) | (277,357) |
Comprehensive loss | (2,579,761) | (719,380) | (277,357) |
Deemed dividend related to the issuance of convertible preferred stock | (2,167,332) | 0 | 0 |
Net loss attributable to common stockholders | $ (4,747,093) | $ (705,596) | $ (269,422) |
Weighted average shares outstanding used in computing net loss per share attributable to common stockholders, basic (in shares) | 740,393,759 | 24,825,944 | 20,595,229 |
Weighted average shares outstanding used in computing net loss per share attributable to common stockholders, diluted (in shares) | 740,393,759 | 24,825,944 | 20,595,229 |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (6.41) | $ (28.42) | $ (13.08) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (6.41) | $ (28.42) | $ (13.08) |
Series B | |||
Other income (expense), net: | |||
Deemed contribution related to repurchase of convertible preferred stock | $ 0 | $ 1,000 | $ 0 |
Series C | |||
Other income (expense), net: | |||
Deemed contribution related to repurchase of convertible preferred stock | 0 | 12,784 | 7,935 |
Change in fair value of convertible preferred stock warrant liability | |||
Other income (expense), net: | |||
Change in fair value of stock warrants liability | (6,976) | (1,205) | (406) |
Change in fair value of common stock warrant liability | |||
Other income (expense), net: | |||
Change in fair value of stock warrants liability | $ (582,760) | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF CONV
CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Series C | Series E | Series B | Series D | Common Stock | Additional Paid-In Capital | Treasury Stock | Accumulated Deficit | ||
Preferred stock, beginning balance (in shares) at Dec. 31, 2018 | [1] | 137,248,112 | |||||||||
Preferred stock, beginning balance at Dec. 31, 2018 | $ 259,960 | ||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Repurchase of convertible preferred stock (in shares) | [1] | (9,442,858) | |||||||||
Repurchase of convertible preferred stock | $ (47,531) | ||||||||||
Extinguishment of Series C convertible preferred stock | $ (10,404) | ||||||||||
Issuance of convertible preferred shares (in shares) | [1] | 374,777,280 | |||||||||
Issuance of convertible preferred shares | $ 871,985 | ||||||||||
Preferred stock, ending balance (in shares) at Dec. 31, 2019 | [1] | 502,582,534 | |||||||||
Preferred stock, ending balance at Dec. 31, 2019 | $ 1,074,010 | ||||||||||
Beginning balance (in shares) at Dec. 31, 2018 | 20,165,672 | ||||||||||
Beginning balance at Dec. 31, 2018 | (359,860) | $ 2 | $ 294 | $ 0 | $ (360,156) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net loss | (277,357) | (277,357) | |||||||||
Repurchase of Series C convertible preferred stock | (2,469) | (2,469) | |||||||||
Extinguishment and reclassification of convertible preferred stock | 10,404 | 10,404 | |||||||||
Issuance of common stock upon exercise of stock options (in shares) | 1,123,069 | ||||||||||
Issuance of common stock upon exercise of stock options | 483 | 483 | |||||||||
Stock-based compensation | 7,719 | 7,719 | |||||||||
Ending balance (in shares) at Dec. 31, 2019 | 21,288,741 | ||||||||||
Ending balance at Dec. 31, 2019 | $ (621,080) | $ 2 | 16,431 | 0 | (637,513) | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Repurchase of convertible preferred stock (in shares) | [1] | (11,507,389) | |||||||||
Repurchase of convertible preferred stock | $ (24,885) | ||||||||||
Extinguishment of Series C convertible preferred stock | $ (4,000) | ||||||||||
Issuance of convertible preferred shares (in shares) | [1] | 301,092,346 | 164,992,213 | ||||||||
Issuance of convertible preferred shares | $ 898,932 | $ 400,000 | |||||||||
Settlement of Series D contingent forward contract liability | $ 110,456 | $ 39,563 | |||||||||
Preferred stock, ending 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, ending balance at Dec. 31, 2020 | $ 2,494,076 | $ 137,475 | $ 1,009,388 | $ 23,740 | $ 1,311,548 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net loss | (719,380) | (719,380) | |||||||||
Repurchase of Series C convertible preferred stock | 12,784 | 12,784 | |||||||||
Extinguishment and reclassification of convertible preferred stock | $ 1,000 | 1,000 | |||||||||
Issuance of common stock upon exercise of stock options (in shares) | 7,502,955 | 7,502,961 | |||||||||
Issuance of common stock upon exercise of stock options | $ 3,285 | $ 1 | 3,284 | ||||||||
Stock-based compensation | $ 4,614 | 4,614 | |||||||||
Ending balance (in shares) at Dec. 31, 2020 | 28,791,702 | 28,791,702 | |||||||||
Ending balance at Dec. 31, 2020 | $ (1,318,777) | $ 3 | 38,113 | 0 | (1,356,893) | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Issuance of convertible preferred shares (in shares) | 167,273,525 | ||||||||||
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 | ||||||||||
Stock-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 Dec. 31, 2021 | [1] | 0 | |||||||||
Preferred stock, ending balance at Dec. 31, 2021 | $ 0 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net loss | (2,579,761) | (2,579,761) | |||||||||
Issuance of Series E convertible preferred stock | (2,151,613) | (22,395) | (2,129,218) | ||||||||
Conversion of convertible preferred stock into common stock in connection with the reverse recapitalization (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 and common stock warrants 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 and sale of common stock for tax withholdings of employee RSUs | (22,063) | (22,063) | |||||||||
Shares repurchased (in shares) | (857,825) | ||||||||||
Treasury stock repurchase | $ (20,716) | (20,716) | |||||||||
Issuance of common stock upon vesting of employee RSUs (in shares) | 601,176 | ||||||||||
Issuance of common stock upon exercise of common stock warrants (in shares) | 26,640,121 | ||||||||||
Issuance of common stock upon exercise of common stock warrants | $ 173,273 | $ 3 | 173,270 | ||||||||
Redemption of public warrants | $ (4) | (4) | |||||||||
Issuance of common stock upon exercise of stock options (in shares) | 11,076,026 | 11,076,026 | |||||||||
Issuance of common stock upon exercise of stock options | $ 8,132 | $ 1 | 8,131 | ||||||||
Stock-based compensation | $ 393,143 | 393,143 | |||||||||
Ending balance (in shares) at Dec. 31, 2021 | 1,647,555,590 | 1,647,555,590 | |||||||||
Ending balance at Dec. 31, 2021 | $ 3,909,355 | $ 165 | 9,995,778 | (20,716) | (6,065,872) | ||||||
Preferred stock, beginning balance (in shares) at Jul. 22, 2021 | 437,182,072 | ||||||||||
Beginning balance (in shares) at Jul. 22, 2021 | 451,295,965 | ||||||||||
Ending balance (in shares) at Jul. 23, 2021 | 1,618,621,534 | ||||||||||
Preferred stock, beginning balance (in shares) at Jul. 22, 2021 | 437,182,072 | ||||||||||
Preferred stock, ending balance (in shares) at Dec. 31, 2021 | [1] | 0 | |||||||||
Preferred stock, ending balance at Dec. 31, 2021 | $ 0 | ||||||||||
Beginning balance (in shares) at Jul. 22, 2021 | 451,295,965 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Conversion of convertible preferred stock into common stock in connection with the reverse recapitalization (in shares) | 1,155,909,367 | ||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 1,647,555,590 | 1,647,555,590 | |||||||||
Ending balance at Dec. 31, 2021 | $ 3,909,355 | $ 165 | $ 9,995,778 | $ (20,716) | $ (6,065,872) | ||||||
[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. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | |||
Net loss | $ (2,579,761) | $ (719,380) | $ (277,357) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 62,907 | 10,217 | 3,842 |
Amortization of insurance premium | 18,474 | 0 | 0 |
Non-cash operating lease cost | 12,563 | 0 | 0 |
Stock-based compensation | 516,757 | 4,614 | 7,719 |
Loss on disposal of property and equipment | 52 | 139 | 30 |
Amortization of debt discount | 237 | 0 | 3,394 |
Write-down of inventory | 48,884 | 0 | 0 |
Change in fair value of contingent forward contract liability | 454,546 | 118,382 | 15,053 |
Change in fair value of stock warrants liability | 1,200 | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | (2,888) | 148 | 984 |
Inventory | (175,091) | (359) | (188) |
Financed insurance premium | (41,935) | 0 | 0 |
Prepaid expenses | (25,045) | 7,770 | (27,590) |
Other current assets | (14,704) | 7,360 | (5,010) |
Other noncurrent assets and security deposit | 5,889 | 2,866 | 6,143 |
Accounts payable | 4,354 | (69,861) | 5,843 |
Accrued compensation | 16,167 | 13,249 | 2,774 |
Operating lease liability | (10,019) | 0 | 0 |
Other liabilities and accrued liabilities | 65,456 | 53,454 | 28,658 |
Other long-term liabilities | (4,712) | 0 | 0 |
Net cash used in operating activities | (1,058,133) | (570,196) | (235,299) |
Cash flows from investing activities: | |||
Purchases of property, equipment, and software | (421,220) | (459,582) | (104,290) |
Proceeds from sale of short term investments | 505 | 0 | |
Proceed from sale of property, equipment, and software | 22 | 0 | 0 |
Net cash used in investing activities | (420,693) | (459,582) | (104,290) |
Cash flows from financing activities: | |||
Proceeds from convertible debt | 2,002,437 | 0 | 70,949 |
Payment of transaction costs for the issuance of convertible notes | (15,883) | 0 | 0 |
Payment for short-term insurance financing note | (27,887) | 0 | 0 |
Payment for capital lease liabilities | 0 | (364) | 0 |
Payment for finance lease liabilities | (3,088) | 0 | 0 |
Proceeds from short-term insurance financing note | 41,935 | 0 | 0 |
Proceeds from exercise of stock options | 8,132 | 3,285 | 483 |
Proceeds from the exercise of public warrants | 173,273 | 0 | 0 |
Proceeds from the reverse recapitalization | 4,439,153 | 0 | 0 |
Payment of transaction costs related to the reverse recapitalization | (38,865) | 0 | 0 |
Treasury stock repurchase | (20,716) | 0 | 0 |
Stock repurchases from employees for tax withholdings | (22,063) | 0 | 0 |
Net cash provided by financing activities | 7,136,428 | 1,290,545 | 621,432 |
Net increase in cash, cash equivalents, and restricted cash | 5,657,602 | 260,767 | 281,843 |
Beginning cash, cash equivalents, and restricted cash | 640,418 | 379,651 | 97,808 |
Ending cash, cash equivalents, and restricted cash | 6,298,020 | 640,418 | 379,651 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 627 | 51 | 30 |
Supplemental disclosure of non-cash investing and financing activity: | |||
Property and equipment included in accounts payable and accrued expense | 101,057 | 117,946 | 32,863 |
Property and equipment and right-of-use assets obtained through leases | 93,771 | 3,289 | 451 |
Extinguishment of Series B convertible preferred stock included in additional paid-in capital | 0 | 1,000 | 0 |
Extinguishment of Series B convertible preferred stock included in accrued liabilities | 0 | 3,000 | 0 |
Issuance of Series D convertible preferred stock upon exercise of preferred stock warrants | 9,936 | 0 | 0 |
Deferred financing cost reclassed to convertible preferred stock | 0 | 0 | 10,253 |
Issuance of Series E convertible preferred stock contingent forward contracts | 2,167,332 | 793 | 0 |
Capital contribution upon forfeit of Series E awards | 15,719 | 0 | 0 |
Issuance of common stock upon conversion of preferred stock in connection with the reverse recapitalization | 5,836,785 | 0 | 0 |
Change in fair value of preferred stock warrant liability | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Change in fair value of stock warrants liability | 6,976 | 1,205 | 406 |
Change in fair value of common stock warrant liability | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Change in fair value of stock warrants liability | 582,760 | 0 | 0 |
Series B | |||
Cash flows from financing activities: | |||
Payments for repurchase of convertible preferred stock | (3,000) | 0 | 0 |
Series C | |||
Cash flows from financing activities: | |||
Payments for repurchase of convertible preferred stock | 0 | (12,101) | (50,000) |
Series D | |||
Cash flows from financing activities: | |||
Proceeds from issuance of convertible preferred shares | 3,000 | 400,000 | 600,000 |
Supplemental disclosure of non-cash investing and financing activity: | |||
Issuance of convertible preferred stock upon settlement of contingent forward contracts | 0 | 39,563 | 0 |
Convertible Notes converted into Series D convertible preferred stock | 0 | 0 | 300,000 |
Unamortized Convertible Notes debt issuance cost and debt discount converted into Series D convertible preferred stock | 0 | 0 | (36,797) |
Accrued interest of Convertible Notes converted to Series D convertible preferred stock | 0 | 0 | 8,747 |
Series E | |||
Cash flows from financing activities: | |||
Proceeds from issuance of convertible preferred shares | 600,000 | 899,725 | 0 |
Supplemental disclosure of non-cash investing and financing activity: | |||
Issuance of convertible preferred stock upon settlement of contingent forward contracts | 2,621,877 | 0 | 0 |
Settlement of Series E convertible preferred stock contingent forward contract | $ 0 | $ 110,456 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 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) | 1,648,413,415 | 28,791,702 | |
Common stock, shares outstanding (in shares) | 1,647,555,590 | 28,791,702 | |
Treasury stock (in shares) | 857,825 | 0 | |
[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 | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | DESCRIPTION OF BUSINESS Overview Lucid Group, Inc. (“Lucid”) is a 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 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 December 31, 2021, the Company has incurred operating losses and negative cash flows from operating activities. For the years ended December 31, 2021, 2020 and 2019, the Company has incurred operating losses, including net losses of $2.6 billion, $719.4 million and $277.4 million, respectively. The Company has an accumulated deficit of $6.1 billion as of December 31, 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. Historically, the Company 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. In December 2021, the Company issued an aggregate of $2,012.5 million principal amount of 1.25% convertible senior notes due in December 2026. 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 our ability to access potential markets, and secure long-term financing. The Company participates in a dynamic high-technology industry. Changes in any of the following areas could have a material adverse impact on the Company’s future financial position, results of operations, and/or cash flows: 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. The COVID-19 pandemic continues to impact the global economy and cause significant macroeconomic uncertainty. Infection rates vary across the jurisdictions in which we operate. Governmental authorities have continued to implement numerous and constantly evolving measures to try to contain the virus, such as travel bans and restrictions, masking recommendations and mandates, vaccine recommendations and mandates, limits on gatherings, quarantines, shelter-in-place orders and business shutdowns. We have taken proactive action to protect the health and safety of our employees, customers, partners and suppliers, consistent with the latest and evolving governmental guidelines. We expect to continue to implement appropriate measures until the COVID-19 pandemic is adequately contained. We continue to monitor the rapidly evolving situation and guidance from international and domestic authorities, including federal, state and local public health authorities, and may take additional actions based on their recommendations and requirements or as we otherwise see fit to protect the health and safety of our employees, customers, partners and suppliers. While certain of our and our suppliers’ operations have from time-to-time been temporarily affected by government-mandated restrictions, we were able to commence deliveries of the Lucid Air to customers and to proceed with the construction of the Arizona plant. Broader impacts of the pandemic have included ongoing, industry-wide challenges in logistics and supply chains, such as increased port congestion, intermittent supplier delays and a shortfall of semiconductor supply. Because we rely on third party suppliers for the development, manufacture, and/or provision and development of many of the key components and materials used in our vehicles, as well as provisioning and servicing equipment in our manufacturing facilities, we have been affected by such industry-wide challenges in logistics and supply chains. While we continue to focus on mitigating risks to our operations and supply chain in the current industry environment, we expect that these industry-wide trends will continue to affect our ability and the ability of our suppliers to obtain parts, components and manufacturing equipment on a timely basis for the foreseeable future. In the current circumstances, given the dynamic nature of the situation, any impact on our financial condition, results of operations or cash flows in the future continues to be difficult to estimate and predict, as it depends on future events that are highly uncertain and cannot be predicted with accuracy, including, but not limited to, the duration and continued spread of the outbreak, its severity, potential additional waves of infection, the emergence of more virulent or more dangerous strains of the virus, the actions taken to mitigate the virus or its impact, the development, distribution, efficacy and acceptance of vaccines worldwide, how quickly and to what extent normal economic and operating conditions can resume, the broader impact that the pandemic is having on the economy and our industry and specific implications the pandemic may have on our suppliers and on global logistics. See Item 1A., “Risk Factors,” for additional information regarding risks associated with the COVID-19 pandemic, including under the caption “The ongoing COVID-19 pandemic has adversely affected our business, results of operations and financial condition.” |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements included herein have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Certain prior-period amounts have been reclassified in the accompanying consolidated financial statements and notes thereto in order to conform to the current period presentation. Segment Reporting Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in one operating and reporting segment and one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. 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 other current assets and noncurrent assets is primarily related to letters of credit issued to the landlords for certain of the Company’s leasehold facilities. Accounts Receivable, Net Accounts receivable consist of current trade receivables from a single customer. The Company records accounts receivable, net of an allowance for expected credit losses. Management’s estimate for expected credit losses for outstanding accounts receivable are based on historical write-off experience, an analysis of the aging of outstanding receivables, customer payment patterns, and the establishment of specific reserves for customers in an adverse financial condition. Adjustments are made based upon the Company’s expectations of changes in macroeconomic conditions that may impact the collectability of outstanding receivables. The Company also considers current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data. The Company reassesses the adequacy of estimated credit losses each reporting period. At December 31, 2021 and 2020, the Company did not record an allowance for expected credit losses. Short-Term Investments Investments with original or remaining maturities of more than three months at the time of purchase are generally classified as short-term investments and consist of time deposits. At December 31, 2021 and 2020, the Company held short-term investments of nil and $0.5 million, respectively. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents, 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 December 31, 2021 and 2020, which relates specifically to sales of its battery packs. Inventory Inventories are stated at the lower of cost or net realizable value. Cost is computed using standard cost for vehicles, which approximates actual cost on a first-in, first-out basis. The Company records inventory write-downs for excess or obsolete inventories based upon assumptions about current and future demand forecasts. If inventory on-hand is in excess of future demand forecast, the excess amounts are written-off. Inventory is also reviewed to determine whether its carrying value exceeds the net amount realizable upon the ultimate sale of the inventory. This requires an assessment to determine the selling price of the vehicles less the estimated cost to convert the inventory on-hand into a finished product. Once inventory is written-down, a new, lower cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. Property, Plant, and Equipment Property, plant, and equipment are stated at cost, less accumulated depreciation and amortization for leasehold improvements. Depreciation is recorded using the straight-line method over the estimated useful lives of the related assets. The Company generally uses the following estimated useful lives for each asset category: Asset Category Life (years) Machinery, Tooling & Vehicles 3 - 7 Computer equipment and software 3 Furniture and fixtures 5 Finance leases 3 Building and Improvements 40 Leasehold improvements Shorter of the lease term or the estimated useful lives of the assets Expenditures for repair and maintenance costs are expensed as incurred, and expenditures for major renewals and improvements that increase functionality of the asset are capitalized and depreciated ratably over the identified useful life. Upon disposition or retirement of property and equipment, the related cost and accumulated depreciation and amortization are removed, and any gain or loss is reflected in operations. The disposition loss on fixed assets recorded for the years ended December 31, 2021, 2020 and 2019 is immaterial. Impairment of Long-Lived Assets Long-lived assets, such as property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for potential impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent the carrying amount of the underlying asset exceeds its fair value. No impairment loss was recognized for the years ended December 31, 2021, 2020 and 2019. Foreign Currency The U.S. dollar is the functional currency of the Company’s consolidated subsidiaries operating outside of the U.S. Monetary assets and liabilities of these subsidiaries are remeasured into U.S. dollars from the local currency at rates in effect at period-end and nonmonetary assets and liabilities are remeasured at historical rates. Expenses incurred in currencies other than the U.S. dollar (the functional currency) are remeasured at average exchange rates in effect during each period. Foreign currency gains and losses from remeasurement are included within other (expense) income, net in the Company’s consolidated statements of operations, and were immaterial for the years ended December 31, 2021, 2020, and 2019. Revenue from Contracts with Customers On January 1, 2019, the Company adopted ASU No. 2014-09, Revenue from Contracts with Customers (“Topic 606”) using the modified retrospective method, which did not result in an adjustment upon adoption. The Company follows a five-step process in which the Company identifies the contract, identifies the related performance obligations, determines the transaction price, allocates the transaction price to the identified performance obligations, and recognizes revenue when (or as) the performance obligations are satisfied. Vehicle Sales Vehicle sales revenue is generated from the sale of electric vehicles to customers. There are two performance obligations identified in vehicle sale arrangements. These are the vehicle including an onboard advanced driver assistance system (ADAS), and the right to unspecified over-the-air (OTA) software updates to be provided as and when available over the term of the basic vehicle warranty, which is generally 4 years. Shipping and handling provided by Company is considered a fulfillment activity. Payment is typically received at or prior to the transfer of control of the vehicle to the customer. Generally, control transfers to the customer at the deemed delivery when the customer takes physical possession of the vehicle, which may be at a Lucid Studio or other destination chosen by the customer. The Company’s vehicle contracts do not contain a significant financing component. The Company has elected to exclude sales taxes from the measurement of the transaction price. The Company estimates the standalone selling price of all performance obligations by considering costs used to develop and deliver the good or service, third-party pricing of similar goods or services and other information that may be available. The transaction price is allocated among the performance obligations in proportion to the standalone selling price of the Company’s performance obligations. The Company recognizes revenue related to the vehicle when the customer obtains control of the vehicle which occurs at a point in time either upon completion of delivery to the agreed upon delivery location or upon pick up of the vehicle by the customer. As the unspecified OTA software updates are provided when-and-if they become available, revenue related to OTA software updates is recognized ratably over the basic vehicle warranty term, commencing when control of the vehicle is transferred to the customer. The Company provides a manufacturer’s warranty on all vehicles sold. The warranty covers the rectification of reported defects via repair, replacement, or adjustment of faulty parts or components. The warranty does not cover any item where failure is due to normal wear and tear. This assurance-type warranty does not create a performance obligation separate from the vehicle. The estimated cost of the assurance-type warranty is accrued at the time of vehicle sale. Battery Pack System Battery pack system revenue consists of the sales of battery pack systems, supplies and related services for vehicles. The sale of battery pack systems along with related supplies is a single performance obligation to be recognized at the point in time when control is transferred to the customer. Shipping and handling provided by Company is considered a fulfillment activity. While customers generally have the right to return defective or non-conforming products, past experience has demonstrated that product returns have been immaterial. Customer remedies may include either a cash refund or an exchange of the returned product. As a result, the right of return and related refund liability for non-conforming or defective goods is estimated and recorded as a reduction in revenue, if necessary. Payment for the products sold are made upon invoice or in accordance with payment terms customary to the business. The Company’s battery pack system contracts do not contain a significant financing component. The Company has elected to exclude sales taxes from the measurement of the transaction price. Control transfers to the customer when the product is delivered to the customer as the customer can then direct the product’s use and obtain substantially all of the remaining benefits from the asset at that point in time. Cost of Revenue Vehicle Sales Cost of revenue includes direct parts, materials, shipping and handling costs, allocable overhead costs such as depreciation of manufacturing related equipment and facilities, information technology costs, personnel costs, including wages and stock-based compensation, estimated warranty costs and charges to reduce inventories to their net realizable value less costs to sell or charges for inventory obsolescence. Battery Pack Systems Cost of revenue includes direct parts, material and labor costs, manufacturing overhead, including amortized tooling costs, shipping and logistic costs, and reserves for estimated warranty expenses related to its battery packs. Cost of revenue also includes adjustments to warranty expense and charges to write down the carrying value of inventory when it exceeds its estimated net realizable value or to provide for obsolete and on-hand inventory in excess of forecasted demand. Warranties The Company provides a manufacturer’s warranty on all vehicles and battery packs it sells and accrues a warranty reserve for warranty coverage, as applicable. These estimates are based on actual claims incurred to date and an estimate of the nature, frequency, and costs of future claims. The Company accrues a warranty reserve for all products sold which includes the Company’s best estimates of the projected costs to repair or replace items under warranties and recalls when identified. Changes to the Company’s historical or projected warranty experience may cause material changes to the warranty reserve in the future. The portion of the warranty reserve expected to be incurred within the next 12 months is included within accrued liabilities and other, while the remaining balance is included within other long-term liabilities in the consolidated balance sheets. The warranty expense recorded as a component of cost of revenue in the consolidated statements of operations was immaterial for the years ended December 31, 2021, 2020, and 2019. Income Taxes The Company utilizes the liability method to account for income taxes, under which deferred tax assets and liabilities arise from the temporary differences between the tax basis of an asset or liability and its reported amount in the consolidated financial statements, as well as from net operating loss and tax credit carryforwards. Deferred tax amounts are determined by using the tax rates expected to be in effect when the taxes will actually be paid, or refunds received, as provided for under currently enacted tax law. The Company recognizes deferred tax assets to the extent that these assets are more likely than not to be realized. In making such a determination, all available positive and negative evidence are considered, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If it is determined that deferred tax assets would be realized in the future in excess of their net recorded amount, an adjustment would be made to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions on the basis of a two-step process which includes (1) determining whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position , and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company’s policy is to recognize interest related to unrecognized tax benefits in other income (expense)—net and to recognize penalties in general and administrative expenses in the consolidated statements of operations and comprehensive loss. Accrued interest and penalties are included within income tax liabilities in the consolidated balance sheets. Stock-Based Compensation The Company issues stock-based compensation awards to employees, officers, directors, and non-employees in the form of stock options and restricted stock units (“RSUs”). The Company measures and recognizes compensation expense for stock-based awards based on the awards’ fair value on the date of grant. The Company accounts for forfeitures of stock-based awards when they occur. The fair value of RSUs that vest based on service and performance conditions is measured using the fair value of the Company’s common stock on the date of the grant. The fair value of RSUs that vest based on service and market conditions is measured using a Monte Carlo simulation model on the date of grant. The fair value of stock options that vest based on service condition is measured using the Black-Scholes option pricing model on the date of grant. The Monte Carlo simulation model and the Black-Scholes option pricing model requires the input of highly subjective assumptions, including the fair value of the Company’s common stock, the expected term of the award, the expected volatility of the Company’s common stock, risk-free interest rates, and the expected dividend yield of the Company’s common stock. The assumptions used to determine the fair value of the awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. The fair value of awards that vest based only continuous service are recognized on a straight-line basis over the requisite service period. The fair value of awards that vest based on performance or market conditions is recognized over the requisite service period using the accelerated attribution method. Stock-based compensation expense is only recognized for awards with performance conditions once the performance condition becomes probable of being achieved. The performance-based vesting condition was satisfied upon the Closing of the Merger . The market-based RSUs will vest only if the Company achieves certain market capitalization targets. Comprehensive Loss Comprehensive loss is composed of two components: net loss and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains, and losses that under U.S. GAAP are recorded as an element of stockholders’ equity (deficit) but are excluded from net loss. For the years ended December 31, 2021, 2020 and 2019, as there are no activities that impacted comprehensive income (loss), there are no differences between comprehensive loss and net loss reported in the Company’s consolidated statements of operations. Research and Development Research and development expenses consist primarily of personnel-related expenses, contractor fees, engineering design and testing expenses, and allocated facilities cost. Substantially all of the Company’s research and development expenses are related to developing new products and services and improving existing products and services. Research and development expenses have been expensed as incurred and included in the consolidated statements of operations and comprehensive loss. Selling, General, and Administrative Selling, general and administrative expense consist of personnel-related expenses for employees involved in general corporate, selling and marketing functions, including executive management and administration, legal, human resources, facilities and real estate, accounting, finance, tax, and information technology. Advertising Advertising is expensed as incurred and is included in sales and marketing expenses in the consolidated statements of operations and comprehensive loss. These costs were immaterial for the years ended December 31, 2021, 2020 and 2019, respectively. Leases Accounting for Leases prior to the adoption of ASC 842 (as defined below) Periods prior to fiscal year 2021 reflect the provisions of ASC 840, Leases (“ASC 840”) where an arrangement is or contains a lease if there are specified assets and the right to control the use of a specified asset is conveyed for a period in exchange for consideration. Upon lease inception, the Company classifies leases as either operating or capital leases. Leases are classified as capital leases when the terms of the lease transfers substantially all of the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. Operating leases are not recognized on the consolidated balance sheets. For capital leases, the Company recognizes capital lease assets and corresponding lease liabilities within the consolidated balance sheets at lease commencement at the present value of the rental payments . The Company recognizes rent expense on a straight-line basis in the statements of operations for operating leases. For capital leases, the Company recognizes interest expense associated with the capital lease liability and depreciation expense associated with the capital lease asset. For capital lease assets and leasehold improvements, the estimated useful lives are limited to the shorter of the useful life of the asset or the term of the lease. The Company enters into operating and capital leases associated with its office space, manufacturing and retail facilities, and equipment. On certain of its operating lease agreements, the Company may receive rent holidays and other incentives, which are recognized over the lease term through rent expense. The difference between rent expense and the cash paid under the lease agreement is recorded as deferred rent. Lease incentives, including tenant improvement allowances, are also recorded as deferred rent and amortized on a straight-line basis over the lease term. The Company recorded deferred rent under other short-term and long-term liabilities in the consolidated balance sheet as of December 31, 2020. If the term of the lease does not exceed 12 months, the Company elects to record the rental expense in the period it is incurred, and no deferred rent is recorded. Adoption of ASC 842 (as defined below) As of January 1, 2021, the Company adopted ASU 2016-02, Leases, and all related guidance (“ASC 842”) and recorded a right-of-use (“ROU”) asset and a corresponding lease liability in our consolidated balance sheet for all eligible leases with terms longer than 12 months or less if the lease contains a purchase option or renewal term that the Company is reasonably certain to exercise. 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 December 31, 2021. 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. The Company estimates 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. Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount within a range of loss can be reasonably estimated. When no amount within the range is a better estimate than any other amount, the Company accrues for the minimum amount within the range. Legal costs incurred in connection with loss contingencies are expensed as incurred. Net Loss Per Share Basic and diluted net loss per share attributable to common stockholders is computed in conformity with the two-class method required for participating securities. The Company considers all series of its convertible preferred stock to be participating securities as the holders of such shares have the right to receive nonforfeitable dividends on a pari passu basis in the event that a dividend is paid on common stock. Under the two-class method, the net loss attributable to common stockholders is not allocated to the convertible preferred stock as the preferred stockholders do not have a contractual obligation to share in the Company’s losses. 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 and comprehensive loss. 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 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. 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 December 31, 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 Adoption of New Lease Standard Balances at January 1, 2021 Assets Prepaid expenses $ 21,840 $ (180) $ 21,660 Property, plant and equipment, net 713,274 — 713,274 Operating lease right-of-use assets — 90,932 90,932 Liabilities Other current liabilities 151,753 7,754 159,507 Other long-term liabilities 39,139 83,191 122,330 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. In August 2020, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU eliminates the current accounting models for convertible instruments that require separation of beneficial conversion features and cash conversion features into equity. The ASU simplifies the requirements for the equity classification of contracts in an entity’s own equity. Additionally, the ASU amends existing earnings-per-share, or EPS, guidance by requiring that an entity |
REVERSE RECAPITALIZATION
REVERSE RECAPITALIZATION | 12 Months Ended |
Dec. 31, 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 12 - 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 consolidated statements of operations. The total net cash proceeds to the Company were $4,400.3 million. |
BALANCE SHEETS COMPONENTS
BALANCE SHEETS COMPONENTS | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BALANCE SHEETS COMPONENTS | BALANCE SHEETS COMPONENTS INVENTORY Inventory as of December 31, 2021, and 2020 were as follows (in thousands): December 31, December 31, Raw materials $ 87,646 $ 661 Work in progress 30,641 70 Finished goods (1) 8,963 312 Total inventory $ 127,250 $ 1,043 Inventory as of December 31, 2021 is primarily related to raw materials and work in progress related to the production of vehicles for sale. The inventory as of December 31, 2021 and 2020 also includes battery pack systems. We write-down inventory for any excess or obsolete inventories or when we believe that the net realizable value of inventories is less than the carrying value. During the year ended December 31, 2021, we recorded write-downs of $48.9 million in cost of revenues. No write-downs were recorded in fiscal years 2020 and 2019. (1) Finished goods inventory includes vehicles in transit to fulfill customer orders and new vehicles available for sale. PROPERTY, PLANT, AND EQUIPMENT, NET Property, plant, and equipment as of December 31, 2021 and 2020 were as follows (in thousands): December 31, December 31, Land and land improvements $ 1,050 $ 1,050 Building and improvements 195,952 — Machinery, Tooling and Vehicles 601,791 28,830 Computer equipment and software 27,968 15,716 Leasehold improvements 135,533 47,187 Furniture and fixtures 15,352 4,503 Capital leases — 3,908 Finance leases 13,601 — Construction in progress 276,919 636,851 Total property, plant, and equipment 1,268,166 738,045 Less accumulated depreciation and amortization (86,013) (24,771) Property, plant, and equipment — net $ 1,182,153 $ 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): December 31, December 31, Machinery and Tooling $ 132,943 $ 414,529 Construction of Arizona plant 112,970 171,532 Leasehold improvements 31,006 50,790 Total construction in progress $ 276,919 $ 636,851 Depreciation and amortization expense for the years ended December 31, 2021, 2020 and 2019, was approximately $62.9 million, $10.2 million and $3.8 million, respectively. OTHER CURRENT AND LONG-TERM LIABILITIES Other current liabilities and long-term liabilities as of December 31, 2021 and 2020 were as follows (in thousands): December 31, December 31, Engineering, design, and testing accrual $ 33,950 $ 42,518 Construction in progress 92,590 43,115 Retail leasehold improvements accrual 15,796 6,114 Other professional services accrual 13,944 9,083 Tooling liability 23,966 15,243 Series B convertible preferred stock repurchase liability — 3,000 Short-term insurance financing note 15,281 980 Operating lease liabilities, current portion 11,056 — Other current liabilities 111,629 31,700 Total other current liabilities $ 318,212 $ 151,753 December 31, December 31, Deferred rent $ — $ 28,881 Operating leases liabilities, net of current portion 185,323 — Other long-term liabilities 3,252 10,258 Total other long-term liabilities $ 188,575 $ 39,139 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 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 money market fund which is valued using quoted prices that are available in an active market. Level 2 investments consist solely of certificate of deposits. Level 3 liabilities consist of 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 7 “Contingent Forward Contracts,” Note 8 “Convertible Preferred Stock Warrant Liability” and Note 9 “Common Stock Warrant Liability”. 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, 2021 (in thousands): Level 1 Level 2 Level 3 Total Assets: Money market fund $ 6,102,017 $ — $ — $ 6,102,017 Total assets $ 6,102,017 $ — $ — $ 6,102,017 Liabilities: Common stock warrant liability $ — $ — $ 1,394,808 $ 1,394,808 Total liabilities $ — $ — $ 1,394,808 $ 1,394,808 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 Total assets $ — $ 505 $ — $ 505 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): Year Ended December 31, 2021 Year Ended December 31, 2020 Contingent Convertible Common Contingent Convertible Fair value-beginning of period $ — $ 2,960 $ — $ 30,844 $ 1,755 Issuance 2,167,332 — 812,048 793 — Change in fair value 454,546 6,976 582,760 118,382 1,205 Settlement (2,621,878) (9,936) — (150,019) — Fair value-end of period $ — $ — $ 1,394,808 $ — $ 2,960 |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT 2026 Notes In December 2021, the Company issued an aggregate of $2,012.5 million principal amount of 1.25% convertible senior notes due in December 2026 (the “2026 notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, at an issuance price equal to 99.5% of the principal amount of 2026 Notes. The 2026 Notes have been designated as green bonds, whose proceeds will be allocated in accordance with the Company’s green bond framework. The 2026 Notes were issued pursuant to and are governed by an indenture dated December 14, 2021, between the Company and U.S. Bank National Association as the trustee. The proceeds from the issuance of the 2026 Notes were $1,986.6 million, net of the issuance discount and debt issuance costs. The 2026 Notes are unsecured obligations which bear regular interest at 1.25% per annum and will be payable semiannually in arrears on June 15 and December 15 of each year, beginning on June 15, 2022. The 2026 Notes will mature on December 15, 2026, unless repurchased, redeemed, or converted in accordance with their terms prior to such date. The 2026 Notes are convertible into cash, shares of our Class A common stock, or a combination of cash and shares of our Class A common stock, at the Company’s election, at an initial conversion rate of 18.2548 shares of Class A common stock per $1,000 principal amount of 2026 Notes, which is equivalent to an initial conversion price of approximately $54.78 per share of our Class A common stock. The conversion rate is subject to customary adjustments for certain dilutive events. The Company may redeem for cash all or any portion of the 2026 Notes, at the Company’s option, on or after December 20, 2024 if the last reported sale price of our Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days at a redemption price equal to 100% of the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest up to the day before the redemption date. The holders may require the Company to repurchase the 2026 Notes upon the occurrence of certain fundamental change transactions at a redemption price equal to 100% of the principal amount of the 2026 Notes redeemed, plus accrued and unpaid interest up to the day before the redemption date. Holders of the 2026 Notes may convert all or a portion of their 2026 Notes at their option prior to September 15, 2026, in multiples of $1,000 principal amounts, only under the following circumstances: • during any calendar quarter commencing after the quarter ending on March 31, 2022 (and only during such calendar quarter), if the Company’s common stock price exceeds 130% of the conversion price for at least 20 trading days during the 30 consecutive trading days at the end of the prior calendar quarter; • during the five consecutive business days immediately after any 10 consecutive trading day period in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of our common stock on such trading day and the conversion rate on such trading day; • upon the occurrence of specified corporate events; or • if the Company calls any or all 2026 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the notes called for redemption. On or after September 15, 2026, the 2026 Notes are convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Holders of the 2026 Notes who convert the 2026 Notes in connection with a make-whole fundamental change, as defined in the indenture governing the 2026 Notes, or in connection with a redemption may be entitled to an increase in the conversion rate. The Company accounted for the issuance of the 2026 Notes as a single liability measured at its amortized cost, as no other embedded features require bifurcation and recognition as derivatives. The following is a summary of the 2026 Notes as of December 31, 2021 (in millions): Fair Value Principal Amount Unamortized Debt Discounts and Issuance Costs Net Carrying Amount Amount Level 1.25% convertible senior notes due in December 2026 $ 2,012.5 $ 25.7 $ 1,986.8 $ 1,984.6 Level 2 Interest expense related to the 2026 Notes was $1.4 million, including less than $0.2 million attributable to the amortization of the debt discounts and debt issuance costs and $1.2 million in contractual interest for the year ended December 31, 2021. The effective interest rate for the convertible note is 1.5%. |
CONTINGENT FORWARD CONTRACTS
CONTINGENT FORWARD CONTRACTS | 12 Months Ended |
Dec. 31, 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 10 “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 year ended December 31, 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 December 31, 2020. As discussed in Note 10 “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 10 - 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 10 - 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 $1,444.9 million 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 year ended December 31, 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 December 31, 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 | 12 Months Ended |
Dec. 31, 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 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 and $1.2 million losses related to fair value remeasurements of the warrants in the consolidated statements of operations for the year ended December 31, 2021 and 2020, respectively. 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 | 12 Months Ended |
Dec. 31, 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 of $1,394.8 million as of December 31, 2021, resulting in a loss of $582.8 million for the year ended December 31, 2021 recognized in the consolidated statements of operations. The 44,350,000 private warrants included the 14,783,333 Sponsor Earnback Warrants subject to the contingent forfeiture provisions. The earnback triggering events were satisfied during the year ended December 31, 2021 such that the 14,783,333 Sponsor Earnback Warrants vested and are no longer subject to the transfer restrictions and contingent forfeiture provisions. See Note 12 - Earnback Shares and Warrants for more information. The fair value of the private warrants that were subject to the contingent forfeiture provisions was initially estimated using a Monte-Carlo simulation to estimate a distribution of potential outcomes over the earnback period related to the achievement of the volume-weighted average trading sale price (the “VWAP”) thresholds. 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 fair value of the private warrants that were subject to the contingent forfeiture provisions were as follows: 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 $ 18.07 Fair value of Tranche 3 with $30.00 VWAP threshold per share $ 17.92 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, and were as follows: December 31, 2021 July 23, 2021 Fair value of private warrants per share $ 31.45 $ 18.44 Assumptions used in the Monte-Carlo simulation models and Black-Scholes option pricing model take into account the contract terms as well as the quoted price of the Company’s common stock in an active market. The volatility is based on the actual market activity of the Company’s peer group as well as the Company's historical volatility. The expected life is based on the remaining contractual term of the warrants, and the risk free interest rate is based on the implied yield available on U.S. Treasury securities with a maturity equivalent to the warrants’ expected life. The level 3 fair value inputs used in the Monte-Carlo simulation models and Black-Scholes option pricing models were as follows: December 31, 2021 July 23, 2021 Volatility 85.00 % 80.00 % Expected term (in years) 4.6 5.0 Risk-free rate 1.20 % 0.72 % Dividend yield — % — % |
CONVERTIBLE PREFERRED STOCK
CONVERTIBLE PREFERRED STOCK | 12 Months Ended |
Dec. 31, 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 December 31, 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 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 7 – 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 374,777,280 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 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 year ended December 31, 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 Preferred Stock Shares Shares Net Carrying Conversion Per Liquidation Liquidation 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 entitled 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) | 12 Months Ended |
Dec. 31, 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 December 31, 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 year ended December 31, 2021, an aggregate of 41,034,197 public warrants were exercised, of which 25,966,976 were exercised on a cashless basis. The aggregate cash proceeds received from the exercise of these public warrants were $173.3 million. The Company redeemed the remaining 365,803 public warrants that were not exercised by the holders at a redemption price of $0.01 per warrant. A summary of activity of the Company’s issued and outstanding public warrants is as follows: December 31, Public warrants issued in connection with Merger on July 23, 2021 41,400,000 Number of public warrants exercised (41,034,197) Public warrants redeemed (365,803) Issued and outstanding public warrants as of December 31, 2021 — Treasury Stock In October 2021, the Company repurchased an aggregate of 857,825 shares of its common stock, including 712,742 shares from certain employees and 145,083 shares from directors of the Company’s predecessor, Atieva, Inc. at $24.15 per share. Common Stock Reserved for Issuance The Company’s common stock reserved for future issuances as of December 31, 2021 and 2020, are as follows: December 31, 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 — Stock options outstanding 64,119,902 70,675,318 Restricted stock units outstanding 48,234,611 — Shares available for future grants under equity plans 16,761,960 10,526,235 If-converted common shares from convertible note 36,737,785 — Total shares of common stock reserved 210,204,258 1,039,908,056 |
EARNBACK SHARES AND WARRANTS
EARNBACK SHARES AND WARRANTS | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
EARNBACK SHARES AND WARRANTS | EARNBACK SHARES AND WARRANTS During 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 earnback triggering events related to achieving a volume-weighted average trading sale price 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 were satisfied on September 29, 2021, December 8, 2021, and December 23, 2021, respectively. As a result, 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 were vested and no longer subject to the transfer restrictions and contingent forfeiture provisions. |
STOCK-BASED AWARDS
STOCK-BASED AWARDS | 12 Months Ended |
Dec. 31, 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. During the year ended December 31, 2021, the Company has launched its ESPP Addendum. The stock-based compensation expense recognized during the year ended December 31, 2021 was immaterial. The number of shares of common stock that remain available for issuance under the 2021 Incentive Plan, including the ESPP Addendum, was 16,761,960 as of December 31, 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, 2019 69,305,845 $ 0.60 6.3 $ 21,236 Options granted 23,820,351 1.16 Options exercised (7,502,955) 0.43 Options canceled (14,947,923) 0.44 Balance—December 31, 2020 70,675,318 $ 0.84 7.8 $ 118,155 Options granted 8,402,925 2.85 Options exercised (11,076,026) 0.74 Options canceled (3,882,315) 1.55 Balance—December 31, 2021 64,119,902 $ 1.08 6.6 $ 2,370,666 Options vested and exercisable December 31, 2021 42,924,175 $ 0.79 5.6 $ 1,599,512 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 $206.7 million, $8.3 million and $0.4 million for the years ended December 31, 2021, 2020 and 2019, respectively. The total fair value of stock options granted during the years ended December 31, 2021, 2020 and 2019, was approximately $24.0 million, $14.8 million and $13.9 million, respectively, which is recognized over the respective vesting periods. The total fair value of stock options vested during the years ended December 31, 2021, 2020 and 2019, was approximately $6.2 million, $3.9 million and $6.9 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 year ended December 31, 2021, 2020 and 2019, is as follows: Year ended December 31, 2021 2020 2019 Weighted average volatility 48.4 % 59.0 % 42.8 % Expected term (in years) 6.6 5.9 5.5 Risk-free interest rate 1.45 % 0.75 % 2.11 % 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 34,067,889 16,024,411 50,092,300 20.52 Vested (1,068,049) — (1,068,049) 21.13 Cancelled/Forfeited (789,640) — (789,640) 24.84 Nonvested balance as of December 31, 2021 32,210,200 16,024,411 48,234,611 $ 20.45 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 subject to continuous employment. The vesting of the time-based awards began on December 5, 2021. 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. The total fair value of RSUs vested during the year ended December 31, 2021 were $50.5 million. There are no RSU vested for the years ended 2020 and 2019. 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. 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 — As of December 31, 2021, none of the market capitalization goals had been achieved. 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. In January 2022, the market capitalization condition was met for four of the five tranches, representing an aggregate of 13,934,271 performance RSUs. The vesting of these four tranches is subject to continuous service, and review and certification by the Board of Directors. As of December 31, 2021, the unamortized expense related to these four tranches amounted to $85.4 million which would be recognized as a stock-based compensation expense upon vesting. As of December 31, 2021, the unamortized expense for the fifth tranche, representing 2,090,140 RSUs, was $19.6 million and will be recognized over a period of 1.1 years. Stock-Based Compensation Expense Total employee and nonemployee stock-based compensation expense for the year ended December 31, 2021, 2020 and 2019, is classified in the consolidated statements of operations as follows (in thousands): Year Ended December 31, 2021 2020 2019 Cost of revenue $ 8,737 $ 213 $ 443 Research and development 137,303 3,724 4,770 Selling, general and administrative 370,717 677 2,506 Total $ 516,757 $ 4,614 $ 7,719 Total stock-based compensation expense for the year ended December 31, 2021 includes $383.2 million stock-based compensation expense related to the RSUs. The year ended December 31, 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 7 “Contingent Forward Contracts” and Note 10 “Convertible Preferred Stock” for more information. The unamortized stock-based compensation related to awards that are not vested was $638.0 million as of December 31, 2021, and weighted average remaining amortization period as of December 31, 2021 was 2.5 years. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 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 and vehicles, 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 December 31, 2021 Operating leases: Operating lease right-of-use assets $ 161,974 Other current liabilities $ 11,056 Other long-term liabilities 185,323 Total operating lease liabilities $ 196,379 Finance leases: Property, plant and equipment, net 10,567 Total finance lease assets $ 10,567 Finance lease liabilities, current portion $ 4,183 Finance lease liabilities, net of current portion 6,083 Total finance lease liabilities $ 10,266 The components of lease expense are as follows within the Company’s consolidated statement of operations (in thousands): Year Ended December 31, 2021 Operating lease expense: Operating lease expense (1) $ 31,097 Variable lease expense 2,406 Finance lease expense: Amortization of leased assets $ 3,020 Interest on lease liabilities 460 Total finance lease expense $ 3,480 Total lease expense $ 36,983 (1) Includes short-term leases, which are immaterial. Other information related to leases where the Company is the lessee is as follows: As of December 31, 2021 Weighted-average remaining lease term (in years): Operating leases 7.8 Finance leases 2.5 Weighted-average discount rate: Operating leases 10.98 % Finance leases 5.58 % Supplemental cash flow information related to leases where the Company is the lessee is as follows (in thousands): Year Ended December 31, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 10,019 Operating cash flows from finance leases (interest payments) 460 Financing cash flows from finance leases 3,088 Leased assets obtained in exchange for new operating lease liabilities 84,078 Leased assets obtained in exchange for new finance lease liabilities 9,693 As of December 31, 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 2022 $ 32,075 $ 4,628 2023 38,898 4,275 2024 39,346 1,674 2025 38,525 210 2026 34,791 196 Thereafter 117,215 — Total minimum lease payments 300,850 10,983 Less: Interest (104,471) (717) Present value of lease obligations 196,379 10,266 Less: Current portion 11,056 4,183 Long-term portion of lease obligations $ 185,323 $ 6,083 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 and vehicles, 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 December 31, 2021 Operating leases: Operating lease right-of-use assets $ 161,974 Other current liabilities $ 11,056 Other long-term liabilities 185,323 Total operating lease liabilities $ 196,379 Finance leases: Property, plant and equipment, net 10,567 Total finance lease assets $ 10,567 Finance lease liabilities, current portion $ 4,183 Finance lease liabilities, net of current portion 6,083 Total finance lease liabilities $ 10,266 The components of lease expense are as follows within the Company’s consolidated statement of operations (in thousands): Year Ended December 31, 2021 Operating lease expense: Operating lease expense (1) $ 31,097 Variable lease expense 2,406 Finance lease expense: Amortization of leased assets $ 3,020 Interest on lease liabilities 460 Total finance lease expense $ 3,480 Total lease expense $ 36,983 (1) Includes short-term leases, which are immaterial. Other information related to leases where the Company is the lessee is as follows: As of December 31, 2021 Weighted-average remaining lease term (in years): Operating leases 7.8 Finance leases 2.5 Weighted-average discount rate: Operating leases 10.98 % Finance leases 5.58 % Supplemental cash flow information related to leases where the Company is the lessee is as follows (in thousands): Year Ended December 31, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 10,019 Operating cash flows from finance leases (interest payments) 460 Financing cash flows from finance leases 3,088 Leased assets obtained in exchange for new operating lease liabilities 84,078 Leased assets obtained in exchange for new finance lease liabilities 9,693 As of December 31, 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 2022 $ 32,075 $ 4,628 2023 38,898 4,275 2024 39,346 1,674 2025 38,525 210 2026 34,791 196 Thereafter 117,215 — Total minimum lease payments 300,850 10,983 Less: Interest (104,471) (717) Present value of lease obligations 196,379 10,266 Less: Current portion 11,056 4,183 Long-term portion of lease obligations $ 185,323 $ 6,083 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 | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Contractual Obligations As of December 31, 2021, and 2020, the Company had $286.0 million and $406.1 million in commitments related to the Arizona manufacturing plant and equipment. These commitments represent future expected payments on open purchase orders entered into as of December 31, 2021 and 2020. T he Company entered into a non-cancellable purchase commitment to purchase battery cells over the next 4 years. 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 December 31, 2021 is as follows (in thousands): Years ended December 31, Minimum 2022 $ 201,080 2023 201,080 2024 201,080 2025 201,080 Total $ 804,320 Legal Matters From time to time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of business. Some of these claims, lawsuits and other proceedings may involve highly complex issues that are subject to substantial uncertainties, and could result in damages, fines, penalties, non-monetary sanctions or relief. Beginning on April 18, 2021, two individual actions and two putative class actions were filed in federal courts in Alabama, California, New Jersey and Indiana, asserting claims under the federal securities laws against the Company (f/k/a Churchill Capital Corp IV), its wholly owned subsidiary, Atieva, Inc. (“Lucid Motors”), and certain current and former officers and directors of the Company, generally relating to the Merger. On September 16, 2021, the plaintiff in the New Jersey action voluntarily dismissed that lawsuit. The remaining actions were ultimately transferred to the Northern District of California and consolidated under the caption, In re CCIV / Lucid Motors Securities Litigation, Case No. 4:21-cv-9323-YGR (the “Consolidated Class Action”). On December 30, 2021, lead plaintiffs in the Consolidated Class Action filed a revised amended consolidated complaint (the “Complaint”), which asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 on behalf of a putative class of shareholders who purchased stock in CCIV between February 5, 2021 and February 22, 2021. The Complaint names as defendants Lucid Motors and the Company’s chief executive officer, and generally alleges that, prior to the public announcement of the Merger, defendants purportedly made false or misleading statements regarding the expected start of production for the Lucid Air and related matters. The Complaint seeks certification of the action as a class action as well as compensatory damages, interest thereon, and attorneys’ fees and expenses. The Company moved to dismiss the Complaint on February 14, 2022. The Company believes that the plaintiffs’ claims are without merit and intends to defend itself vigorously, but the Company cannot ensure that defendants’ efforts to dismiss the Complaint will be successful or that it will avoid liability in these matters. On December 3, 2021, the Company received a subpoena from the Securities and Exchange Commission (the “SEC”) requesting the production of certain documents related to an investigation by the SEC. Although there is no assurance as to the scope or outcome of this matter, the investigation appears to concern the business combination between the Company (f/k/a Churchill Capital Corp. IV) and Atieva, Inc. and certain projections and statements. The Company is cooperating fully with the SEC in its review. At this time, the Company does not consider any such claims, lawsuits or proceedings that are currently pending, individually or in the aggregate, including the matters referenced above, to be material to the Company’s business or likely to result in a material adverse effect on its future operating results, financial condition or cash flows should such proceedings be resolved unfavorably. On January 26, 2022, a purported shareholder of the Company filed a shareholder derivative action, purportedly on behalf of the Company, against certain of the Company’s officers and directors in California federal court, captioned Sahr Lebbie v. Churchill Capital Corporation IV, et al., 4:22-cv-00531-SK (N.D. Cal.). The complaint also names the Company as a nominal defendant. Based on allegations that are similar to those in the Consolidated Class Action, the complaint asserts claims for unjust enrichment, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, abuse of control, gross mismanagement and waste of corporate assets and a claim for contribution under Sections 10(b) and 21D of the Exchange Act in connection with the Consolidated Class Action. The Complaint seeks compensatory damages, interest thereon, certain corporate governance reforms, and attorneys’ fees and expenses. The Company is advancing defendants’ fees and expenses incurred in their defense of the action. 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 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The components of loss before income taxes for the years ended December 31, 2021, 2020 and 2019, are as follows (in thousands): 2021 2020 2019 Loss subject to domestic income taxes $ (2,580,324) $ (719,636) $ (277,244) Income (loss) subject to foreign income taxes 612 68 (90) $ (2,579,712) $ (719,568) $ (277,334) The Company recorded an income tax provision/(benefit) of $49 thousand, $(188) thousand and $23 thousand in connection with its domestic, state, and foreign subsidiaries for the years ended December 31, 2021, 2020, and 2019, respectively, as follows (in thousands): 2021 2020 2019 Current Federal $ 18 $ — $ — State 4 5 — Foreign 27 (193) 23 Total current tax expense (benefit) $ 49 $ (188) $ 23 Deferred Federal $ — $ — $ — State — — — Foreign — — — Total deferred tax expense (benefit) $ — $ — $ — Total income tax expense (benefit) $ 49 $ (188) $ 23 The reconciliation of taxes at the federal statutory rate to our provision for income taxes for the years ended December 31, 2021, 2020, and 2019 was as follows: Year Ended December 31, 2021 2020 2019 Statutory federal income tax rate 21.0% 21.0% 21.0% Stock-based compensation (2.9) (0.2) (0.2) Mark-to-market adjustment (8.5) (3.4) (1.1) Nondeductible expenses (0.3) (0.1) (0.8) Tax credits 0.7 2.8 1.9 Change in valuation allowance (10.0) (20.1) (20.8) Provision for income taxes —% —% —% The effective tax rate was 0.0% for the years ended December 31, 2021, 2020 and 2019. The amount of income tax expense (benefit) differs from the expected benefit due to the impact of the U.S. valuation allowance. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred taxes as of December 31, 2021 and 2020, are as follows (in thousands): 2021 2020 Deferred tax assets (liabilities): Net operating loss carryforwards $ 519,410 $ 265,799 Tax credit carryforwards 71,783 40,454 Stock-based compensation expense 22,559 2,554 Depreciation (20,180) 499 Accrued compensation and vacation 3,774 2,498 Interest — 489 Tenant improvement allowance — 8,777 Accruals and reserves 59,894 39,502 Lease Liability 52,592 — Right-of-use assets (41,707) — Other 4,773 1 Total net deferred tax assets 672,898 360,573 Valuation allowance (672,898) (360,573) Net deferred tax assets — — Net deferred tax assets (liabilities) $ — $ — The Company does not provide deferred tax liabilities when it intends to reinvest earnings of its foreign subsidiaries indefinitely. As of December 31, 2021, and 2020, the Company has no undistributed earnings from its foreign subsidiaries. A valuation allowance is recognized if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax asset will not be realized in a particular tax jurisdiction. All available evidence, both positive and negative, is considered to determine whether, based on the weight of that evidence, a valuation allowance is needed for some portion or all of a deferred tax asset. Judgment must be used in considering the relative impact of negative and positive evidence. Based on the weight of the available evidence, which includes the Company’s historical operating losses, lack of taxable income, and the accumulated deficit, as of December 31, 2021 and 2020, the Company provided a full valuation allowance against its U.S. and state deferred tax assets. The valuation allowance for deferred tax assets was $672.9 million and $360.6 million, as of December 31, 2021 and 2020, respectively. The valuation allowance on our net deferred taxes increased by $312.3 million and increased by $185.8 million during the years ended December 31, 2021 and 2020, respectively. The Company had federal, state, and foreign net operating loss carryforwards of approximately $2,003.0 million, $922.7 million, and $2.0 million, respectively, as of December 31, 2021, which will begin to expire at various dates beginning in 2022, if not utilized. The Company also had federal and state tax research and development tax credit carryforwards of approximately $80.5 million and $63.1 million, respectively. The federal research and development tax credit carryforwards will expire at various dates beginning in 2034, if not utilized. The state research and development tax credit carryforwards do not expire. The Internal Revenue Code of 1986, as amended, imposes restrictions on the utilization of net operating losses and certain credits in the event of an “ownership change” of a corporation. Accordingly, a company’s ability to use net operating losses and certain credits may be limited as prescribed under. Internal Revenue Code Section 382, which provide for limitations on net operating losses carryforwards and certain built in losses following ownership changes, and Section 383, which provides for special limitations on certain excess credits, etc. (collectively, “IRC Section 382”). Utilization of the carryforwards may be subject to substantial annual limitation due to the ownership change limitations provided by the IRC Section 382 and similar state provisions, resulting in a reduction in the gross deferral tax assets before considering the valuation allowance. We have completed a formal Section 382 study of our equity transactions through December 31, 2020. The study determined that we experienced an “ownership change” in 2016, and we will not be able to utilize approximately $12 million of our gross U.S. federal NOL and $15 million of gross U.S. federal research and development tax credit (or $3 million in net credit) carryforwards. The Company files U.S., state, and foreign income tax returns with varying statutes of limitations. The federal, state, and foreign returns statute of limitations remains open for tax years from 2008 and thereafter. There are currently no income tax audits underway by U.S., state, or foreign tax authorities. Uncertain Tax Positions As of December 31, 2021, 2020, and 2019, the total amount of unrecognized tax benefits was approximately $72.3 million, $42.9 million, and $20.6 million, respectively, of which $0.5 million, $2.6 million and $2.6 million, if recognized for respective periods, would favorably impact the Company's effective tax rate. The Company does not anticipate a significant change in the total amount of unrecognized tax benefits within the next 12 months. The following table summarizes the activity related to unrecognized tax benefits for the years ended December 31, 2021, 2020 and 2019 (in thousands): December 31, 2021 2020 2019 Unrecognized benefit—beginning of period $ 42,894 $ 20,635 $ 11,647 Gross increases—prior-period tax positions — 21 4 Gross decreases—prior-period tax positions — (2) — Gross increases—current-period tax positions 31,336 22,382 8,995 Gross decrease—current-period tax positions — — (11) Statute lapse (1,900) (142) — Unrecognized benefit—end of period $ 72,330 $ 42,894 $ 20,635 Related to the unrecognized tax benefits above, the Company recognized interest expense and penalty expense as part of income tax expenses in the consolidated statements of operations according to the following table (in thousands): Year Ended December 31, 2021 2020 2019 Interest expense $ — $ (45) $ 16 Penalty expense (3) (20) 1 As of December 31, 2021, the Company has recognized a liability for interest expense and penalties of $60 thousand and $7 thousand, respectively, which is included within income tax liabilities in the consolidated balance sheet. On February 9, 2022, the California governor signed into law the 2022 Budget Act, which restores net operating losses deduction and eliminates the $5.0 million annual cap on research credit, effective for tax years beginning 2022. The Company is continuing to assess the 2022 Budget Act, but currently does not expect any material impact to the consolidated financial statements. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NET LOSS PER SHAREThe 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): Year Ended December 31, 2021 2020 2019 Net loss $ (2,579,761) $ (719,380) $ (277,357) Deemed contribution related to repurchase of Series B convertible preferred stock — 1,000 — Deemed contribution related to repurchase of Series C convertible preferred stock — 12,784 7,935 Deemed dividend related to the issuance of Series E convertible preferred stock (2,167,332) — — Net loss attributable to common stockholders $ (4,747,093) $ (705,596) $ (269,422) Weighted-average shares outstanding—basic and diluted 740,393,759 24,825,944 20,595,229 Net loss per share: Basic and diluted $ (6.41) $ (28.42) $ (13.08) 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: Year Ended December 31, Excluded Securities 2021 2020 2019 Convertible preferred stock (on an as-converted basis) — 957,159,704 502,582,535 Convertible preferred stock warrants (on an as-converted basis) — 1,546,799 1,546,799 Private warrants to purchase common stock 44,350,000 — — Options outstanding to purchase common stock 64,119,902 70,675,318 69,305,845 RSUs outstanding 32,210,200 — — If-converted common shares from convertible note 36,737,785 — — Total 177,417,887 1,029,381,821 573,435,179 The 16,024,411 shares of common stock equivalents subject to RSUs are excluded from the anti-dilutive table above as the underlying shares remain contingently issuable since the market conditions have not been satisfied as of December 31, 2021. |
EMPLOYEE BENEFIT PLAN
EMPLOYEE BENEFIT PLAN | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2021, 2020 and 2019. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Professional Services Contract In December 2021, we entered into an agreement with The Klein Group, LLC (“Klein”), the affiliate of Churchill Sponsor IV LLC who owns more than 5% of our common stock. Pursuant to the agreement, Klein will provide strategic advice and assistance in connection with capital markets and other strategic matters. We have made payments under the agreement of approximately $2.3 million in the aggregate in 2021. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTSIn connection with the preparation of the consolidated financial statements for the year ended December 31, 2021, the Company evaluated subsequent events and concluded there were no subsequent events that required recognition in the consolidated financial statements. International Manufacturing Expansion On February 27, 2022, the Company announced that it has selected King Abdullah Economic City (“KAEC”) in the Kingdom of Saudi Arabia as the location of its first international manufacturing plant and signed related agreements with the Ministry of Investment of Saudi Arabia, the Saudi Industrial Development Fund, and the Economic City at KAEC. Lucid estimates that the location of its first international manufacturing plant in the Kingdom of Saudi Arabia may result in up to $3.4 billion of value to Lucid over 15 years. Construction of the plant is expected to start in the first half of 2022 and at its peak, the Company expects the KAEC facility to manufacture up to 150,000 vehicles per year. The operations at the new plant would initially consist of re-assembly of Lucid Air vehicle “kits” pre-manufactured in the U.S. and, over time, production of complete vehicles. The new manufacturing plant will be fully owned by the Company. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation and Principles of ConsolidationThe accompanying consolidated financial statements included herein have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. |
Principles of Consolidation | All significant intercompany balances and transactions have been eliminated in consolidation. Certain prior-period amounts have been reclassified in the accompanying consolidated financial statements and notes thereto in order to conform to the current period presentation. |
Segment Reporting | Segment Reporting Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in one operating and reporting segment and one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Significant estimates, assumptions and judgments made by management include, among others, 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 | 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 other current assets and noncurrent assets is primarily related to letters of credit issued to the landlords for certain of the Company’s leasehold facilities. |
Accounts Receivable, Net | Accounts Receivable, NetAccounts receivable consist of current trade receivables from a single customer. The Company records accounts receivable, net of an allowance for expected credit losses. Management’s estimate for expected credit losses for outstanding accounts receivable are based on historical write-off experience, an analysis of the aging of outstanding receivables, customer payment patterns, and the establishment of specific reserves for customers in an adverse financial condition. Adjustments are made based upon the Company’s expectations of changes in macroeconomic conditions that may impact the collectability of outstanding receivables. The Company also considers current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data. The Company reassesses the adequacy of estimated credit losses each reporting period. At December 31, 2021 and 2020, the Company did not record an allowance for expected credit losses. |
Short-Term Investments | Short-Term Investments Investments with original or remaining maturities of more than three months at the time of purchase are generally classified as short-term investments and consist of time deposits. At December 31, 2021 and 2020, the Company held short-term investments of nil and $0.5 million, respectively. |
Concentration of Credit Risk | Concentration of Credit RiskFinancial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents, 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 December 31, 2021 and 2020, which relates specifically to sales of its battery packs. |
Inventory | Inventory Inventories are stated at the lower of cost or net realizable value. Cost is computed using standard cost for vehicles, which approximates actual cost on a first-in, first-out basis. The Company records inventory write-downs for excess or obsolete inventories based upon assumptions about current and future demand forecasts. If inventory on-hand is in excess of future demand forecast, the excess amounts are written-off. |
Property, Plant, and Equipment | Property, Plant, and Equipment Property, plant, and equipment are stated at cost, less accumulated depreciation and amortization for leasehold improvements. Depreciation is recorded using the straight-line method over the estimated useful lives of the related assets. The Company generally uses the following estimated useful lives for each asset category: Asset Category Life (years) Machinery, Tooling & Vehicles 3 - 7 Computer equipment and software 3 Furniture and fixtures 5 Finance leases 3 Building and Improvements 40 Leasehold improvements Shorter of the lease term or the estimated useful lives of the assets Expenditures for repair and maintenance costs are expensed as incurred, and expenditures for major renewals and improvements that increase functionality of the asset are capitalized and depreciated ratably over the identified useful life. Upon disposition or retirement of property and equipment, the related cost and accumulated depreciation and amortization are removed, and any gain or loss is reflected in operations. The disposition loss on fixed assets recorded for the years ended December 31, 2021, 2020 and 2019 is immaterial. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets, such as property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for potential impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent the carrying amount of the underlying asset exceeds its fair value. No impairment loss was recognized for the years ended December 31, 2021, 2020 and 2019. |
Foreign Currency | Foreign CurrencyThe U.S. dollar is the functional currency of the Company’s consolidated subsidiaries operating outside of the U.S. Monetary assets and liabilities of these subsidiaries are remeasured into U.S. dollars from the local currency at rates in effect at period-end and nonmonetary assets and liabilities are remeasured at historical rates. Expenses incurred in currencies other than the U.S. dollar (the functional currency) are remeasured at average exchange rates in effect during each period. Foreign currency gains and losses from remeasurement are included within other (expense) income, net in the Company’s consolidated statements of operations, and were immaterial for the years ended December 31, 2021, 2020, and 2019. |
Revenue from Contracts with Customers | Revenue from Contracts with Customers On January 1, 2019, the Company adopted ASU No. 2014-09, Revenue from Contracts with Customers (“Topic 606”) using the modified retrospective method, which did not result in an adjustment upon adoption. The Company follows a five-step process in which the Company identifies the contract, identifies the related performance obligations, determines the transaction price, allocates the transaction price to the identified performance obligations, and recognizes revenue when (or as) the performance obligations are satisfied. Vehicle Sales Vehicle sales revenue is generated from the sale of electric vehicles to customers. There are two performance obligations identified in vehicle sale arrangements. These are the vehicle including an onboard advanced driver assistance system (ADAS), and the right to unspecified over-the-air (OTA) software updates to be provided as and when available over the term of the basic vehicle warranty, which is generally 4 years. Shipping and handling provided by Company is considered a fulfillment activity. Payment is typically received at or prior to the transfer of control of the vehicle to the customer. Generally, control transfers to the customer at the deemed delivery when the customer takes physical possession of the vehicle, which may be at a Lucid Studio or other destination chosen by the customer. The Company’s vehicle contracts do not contain a significant financing component. The Company has elected to exclude sales taxes from the measurement of the transaction price. The Company estimates the standalone selling price of all performance obligations by considering costs used to develop and deliver the good or service, third-party pricing of similar goods or services and other information that may be available. The transaction price is allocated among the performance obligations in proportion to the standalone selling price of the Company’s performance obligations. The Company recognizes revenue related to the vehicle when the customer obtains control of the vehicle which occurs at a point in time either upon completion of delivery to the agreed upon delivery location or upon pick up of the vehicle by the customer. As the unspecified OTA software updates are provided when-and-if they become available, revenue related to OTA software updates is recognized ratably over the basic vehicle warranty term, commencing when control of the vehicle is transferred to the customer. The Company provides a manufacturer’s warranty on all vehicles sold. The warranty covers the rectification of reported defects via repair, replacement, or adjustment of faulty parts or components. The warranty does not cover any item where failure is due to normal wear and tear. This assurance-type warranty does not create a performance obligation separate from the vehicle. The estimated cost of the assurance-type warranty is accrued at the time of vehicle sale. Battery Pack System Battery pack system revenue consists of the sales of battery pack systems, supplies and related services for vehicles. The sale of battery pack systems along with related supplies is a single performance obligation to be recognized at the point in time when control is transferred to the customer. Shipping and handling provided by Company is considered a fulfillment activity. While customers generally have the right to return defective or non-conforming products, past experience has demonstrated that product returns have been immaterial. Customer remedies may include either a cash refund or an exchange of the returned product. As a result, the right of return and related refund liability for non-conforming or defective goods is estimated and recorded as a reduction in revenue, if necessary. Payment for the products sold are made upon invoice or in accordance with payment terms customary to the business. The Company’s battery pack system contracts do not contain a significant financing component. The Company has elected to exclude sales taxes from the measurement of the transaction price. |
Cost of Revenue | Cost of Revenue Vehicle Sales Cost of revenue includes direct parts, materials, shipping and handling costs, allocable overhead costs such as depreciation of manufacturing related equipment and facilities, information technology costs, personnel costs, including wages and stock-based compensation, estimated warranty costs and charges to reduce inventories to their net realizable value less costs to sell or charges for inventory obsolescence. Battery Pack Systems |
Warranties | WarrantiesThe Company provides a manufacturer’s warranty on all vehicles and battery packs it sells and accrues a warranty reserve for warranty coverage, as applicable. These estimates are based on actual claims incurred to date and an estimate of the nature, frequency, and costs of future claims. The Company accrues a warranty reserve for all products sold which includes the Company’s best estimates of the projected costs to repair or replace items under warranties and recalls when identified. Changes to the Company’s historical or projected warranty experience may cause material changes to the warranty reserve in the future. The portion of the warranty reserve expected to be incurred within the next 12 months is included within accrued liabilities and other, while the remaining balance is included within other long-term liabilities in the consolidated balance sheets. The warranty expense recorded as a component of cost of revenue in the consolidated statements of operations was immaterial for the years ended December 31, 2021, 2020, and 2019. |
Income Taxes | Income Taxes The Company utilizes the liability method to account for income taxes, under which deferred tax assets and liabilities arise from the temporary differences between the tax basis of an asset or liability and its reported amount in the consolidated financial statements, as well as from net operating loss and tax credit carryforwards. Deferred tax amounts are determined by using the tax rates expected to be in effect when the taxes will actually be paid, or refunds received, as provided for under currently enacted tax law. The Company recognizes deferred tax assets to the extent that these assets are more likely than not to be realized. In making such a determination, all available positive and negative evidence are considered, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If it is determined that deferred tax assets would be realized in the future in excess of their net recorded amount, an adjustment would be made to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions on the basis of a two-step process which includes (1) determining whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position , and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company’s policy is to recognize interest related to unrecognized tax benefits in other income (expense)—net and to recognize penalties in general and administrative expenses in the consolidated statements of operations and comprehensive loss. Accrued interest and penalties are included within income tax liabilities in the consolidated balance sheets. |
Stock-Based Compensation | Stock-Based Compensation The Company issues stock-based compensation awards to employees, officers, directors, and non-employees in the form of stock options and restricted stock units (“RSUs”). The Company measures and recognizes compensation expense for stock-based awards based on the awards’ fair value on the date of grant. The Company accounts for forfeitures of stock-based awards when they occur. The fair value of RSUs that vest based on service and performance conditions is measured using the fair value of the Company’s common stock on the date of the grant. The fair value of RSUs that vest based on service and market conditions is measured using a Monte Carlo simulation model on the date of grant. The fair value of stock options that vest based on service condition is measured using the Black-Scholes option pricing model on the date of grant. The Monte Carlo simulation model and the Black-Scholes option pricing model requires the input of highly subjective assumptions, including the fair value of the Company’s common stock, the expected term of the award, the expected volatility of the Company’s common stock, risk-free interest rates, and the expected dividend yield of the Company’s common stock. The assumptions used to determine the fair value of the awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. The fair value of awards that vest based only continuous service are recognized on a straight-line basis over the requisite service period. The fair value of awards that vest based on performance or market conditions is recognized over the requisite service period using the accelerated attribution method. Stock-based compensation expense is only recognized for awards with performance conditions once the performance condition becomes probable of being achieved. The performance-based vesting condition was satisfied upon the Closing of the Merger . The market-based RSUs will vest only if the Company achieves certain market capitalization targets. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is composed of two components: net loss and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains, and losses that under U.S. GAAP are recorded as an element of stockholders’ equity (deficit) but are excluded from net loss. For the years ended December 31, 2021, 2020 and 2019, as there are no activities that impacted comprehensive income (loss), there are no differences between comprehensive loss and net loss reported in the Company’s consolidated statements of operations. |
Research and Development | Research and Development Research and development expenses consist primarily of personnel-related expenses, contractor fees, engineering design and testing expenses, and allocated facilities cost. Substantially all of the Company’s research and development expenses are related to developing new products and services and improving existing products and services. Research and development expenses have been expensed as incurred and included in the consolidated statements of operations and comprehensive loss. |
Selling, General, and Administrative | Selling, General, and Administrative Selling, general and administrative expense consist of personnel-related expenses for employees involved in general corporate, selling and marketing functions, including executive management and administration, legal, human resources, facilities and real estate, accounting, finance, tax, and information technology. |
Advertising | Advertising Advertising is expensed as incurred and is included in sales and marketing expenses in the consolidated statements of operations and comprehensive loss. These costs were immaterial for the years ended December 31, 2021, 2020 and 2019, respectively. |
Leases | Leases Accounting for Leases prior to the adoption of ASC 842 (as defined below) Periods prior to fiscal year 2021 reflect the provisions of ASC 840, Leases (“ASC 840”) where an arrangement is or contains a lease if there are specified assets and the right to control the use of a specified asset is conveyed for a period in exchange for consideration. Upon lease inception, the Company classifies leases as either operating or capital leases. Leases are classified as capital leases when the terms of the lease transfers substantially all of the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. Operating leases are not recognized on the consolidated balance sheets. For capital leases, the Company recognizes capital lease assets and corresponding lease liabilities within the consolidated balance sheets at lease commencement at the present value of the rental payments . The Company recognizes rent expense on a straight-line basis in the statements of operations for operating leases. For capital leases, the Company recognizes interest expense associated with the capital lease liability and depreciation expense associated with the capital lease asset. For capital lease assets and leasehold improvements, the estimated useful lives are limited to the shorter of the useful life of the asset or the term of the lease. The Company enters into operating and capital leases associated with its office space, manufacturing and retail facilities, and equipment. On certain of its operating lease agreements, the Company may receive rent holidays and other incentives, which are recognized over the lease term through rent expense. The difference between rent expense and the cash paid under the lease agreement is recorded as deferred rent. Lease incentives, including tenant improvement allowances, are also recorded as deferred rent and amortized on a straight-line basis over the lease term. The Company recorded deferred rent under other short-term and long-term liabilities in the consolidated balance sheet as of December 31, 2020. If the term of the lease does not exceed 12 months, the Company elects to record the rental expense in the period it is incurred, and no deferred rent is recorded. Adoption of ASC 842 (as defined below) As of January 1, 2021, the Company adopted ASU 2016-02, Leases, and all related guidance (“ASC 842”) and recorded a right-of-use (“ROU”) asset and a corresponding lease liability in our consolidated balance sheet for all eligible leases with terms longer than 12 months or less if the lease contains a purchase option or renewal term that the Company is reasonably certain to exercise. 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 December 31, 2021. 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. The Company estimates 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. |
Commitments and Contingencies | Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount within a range of loss can be reasonably estimated. When no amount within the range is a better estimate than any other amount, the Company accrues for the minimum amount within the range. Legal costs incurred in connection with loss contingencies are expensed as incurred. |
Net Loss Per Share | Net Loss Per Share Basic and diluted net loss per share attributable to common stockholders is computed in conformity with the two-class method required for participating securities. The Company considers all series of its convertible preferred stock to be participating securities as the holders of such shares have the right to receive nonforfeitable dividends on a pari passu basis in the event that a dividend is paid on common stock. Under the two-class method, the net loss attributable to common stockholders is not allocated to the convertible preferred stock as the preferred stockholders do not have a contractual obligation to share in the Company’s losses. |
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 and comprehensive loss. 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. 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 December 31, 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 Adoption of New Lease Standard Balances at January 1, 2021 Assets Prepaid expenses $ 21,840 $ (180) $ 21,660 Property, plant and equipment, net 713,274 — 713,274 Operating lease right-of-use assets — 90,932 90,932 Liabilities Other current liabilities 151,753 7,754 159,507 Other long-term liabilities 39,139 83,191 122,330 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. In August 2020, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU eliminates the current accounting models for convertible instruments that require separation of beneficial conversion features and cash conversion features into equity. The ASU simplifies the requirements for the equity classification of contracts in an entity’s own equity. Additionally, the ASU amends existing earnings-per-share, or EPS, guidance by requiring that an entity use the if-converted method when calculating diluted EPS for convertible instruments and requires a presumption of settlement in shares in the calculation of diluted EPS when a contract can be settled in cash or shares. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years, with early adoption permitted for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company early adopted this ASU on January 1, 2021 using the modified retrospective method. The adoption of this ASU did not have a material impact to the consolidated financial statements and related disclosures. 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) | 12 Months Ended |
Dec. 31, 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): December 31, 2021 2020 2019 Cash $ 6,262,905 $ 614,412 $ 351,684 Restricted cash included in other current assets 10,740 11,278 19,767 Restricted cash included in other noncurrent assets 24,375 14,728 8,200 Total cash and restricted cash $ 6,298,020 $ 640,418 $ 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): December 31, 2021 2020 2019 Cash $ 6,262,905 $ 614,412 $ 351,684 Restricted cash included in other current assets 10,740 11,278 19,767 Restricted cash included in other noncurrent assets 24,375 14,728 8,200 Total cash and restricted cash $ 6,298,020 $ 640,418 $ 379,651 |
Schedule of Property, Plant and Equipment | The Company generally uses the following estimated useful lives for each asset category: Asset Category Life (years) Machinery, Tooling & Vehicles 3 - 7 Computer equipment and software 3 Furniture and fixtures 5 Finance leases 3 Building and Improvements 40 Leasehold improvements Shorter of the lease term or the estimated useful lives of the assets Property, plant, and equipment as of December 31, 2021 and 2020 were as follows (in thousands): December 31, December 31, Land and land improvements $ 1,050 $ 1,050 Building and improvements 195,952 — Machinery, Tooling and Vehicles 601,791 28,830 Computer equipment and software 27,968 15,716 Leasehold improvements 135,533 47,187 Furniture and fixtures 15,352 4,503 Capital leases — 3,908 Finance leases 13,601 — Construction in progress 276,919 636,851 Total property, plant, and equipment 1,268,166 738,045 Less accumulated depreciation and amortization (86,013) (24,771) Property, plant, and equipment — net $ 1,182,153 $ 713,274 December 31, December 31, Machinery and Tooling $ 132,943 $ 414,529 Construction of Arizona plant 112,970 171,532 Leasehold improvements 31,006 50,790 Total construction in progress $ 276,919 $ 636,851 |
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 Adoption of New Lease Standard Balances at January 1, 2021 Assets Prepaid expenses $ 21,840 $ (180) $ 21,660 Property, plant and equipment, net 713,274 — 713,274 Operating lease right-of-use assets — 90,932 90,932 Liabilities Other current liabilities 151,753 7,754 159,507 Other long-term liabilities 39,139 83,191 122,330 |
REVERSE RECAPITALIZATION (Table
REVERSE RECAPITALIZATION (Tables) | 12 Months Ended |
Dec. 31, 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) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Inventory | Inventory as of December 31, 2021, and 2020 were as follows (in thousands): December 31, December 31, Raw materials $ 87,646 $ 661 Work in progress 30,641 70 Finished goods (1) 8,963 312 Total inventory $ 127,250 $ 1,043 (1) Finished goods inventory includes vehicles in transit to fulfill customer orders and new vehicles available for sale. |
Schedule of Property, Plant and Equipment and Construction in Progress | The Company generally uses the following estimated useful lives for each asset category: Asset Category Life (years) Machinery, Tooling & Vehicles 3 - 7 Computer equipment and software 3 Furniture and fixtures 5 Finance leases 3 Building and Improvements 40 Leasehold improvements Shorter of the lease term or the estimated useful lives of the assets Property, plant, and equipment as of December 31, 2021 and 2020 were as follows (in thousands): December 31, December 31, Land and land improvements $ 1,050 $ 1,050 Building and improvements 195,952 — Machinery, Tooling and Vehicles 601,791 28,830 Computer equipment and software 27,968 15,716 Leasehold improvements 135,533 47,187 Furniture and fixtures 15,352 4,503 Capital leases — 3,908 Finance leases 13,601 — Construction in progress 276,919 636,851 Total property, plant, and equipment 1,268,166 738,045 Less accumulated depreciation and amortization (86,013) (24,771) Property, plant, and equipment — net $ 1,182,153 $ 713,274 December 31, December 31, Machinery and Tooling $ 132,943 $ 414,529 Construction of Arizona plant 112,970 171,532 Leasehold improvements 31,006 50,790 Total construction in progress $ 276,919 $ 636,851 |
Schedule of Other Current Liabilities | Other current liabilities and long-term liabilities as of December 31, 2021 and 2020 were as follows (in thousands): December 31, December 31, Engineering, design, and testing accrual $ 33,950 $ 42,518 Construction in progress 92,590 43,115 Retail leasehold improvements accrual 15,796 6,114 Other professional services accrual 13,944 9,083 Tooling liability 23,966 15,243 Series B convertible preferred stock repurchase liability — 3,000 Short-term insurance financing note 15,281 980 Operating lease liabilities, current portion 11,056 — Other current liabilities 111,629 31,700 Total other current liabilities $ 318,212 $ 151,753 |
Schedule of Other Noncurrent Liabilities | December 31, December 31, Deferred rent $ — $ 28,881 Operating leases liabilities, net of current portion 185,323 — Other long-term liabilities 3,252 10,258 Total other long-term liabilities $ 188,575 $ 39,139 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 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 and liabilities subject to fair value measurements on a recurring basis by level within the fair value hierarchy as of December 31, 2021 (in thousands): Level 1 Level 2 Level 3 Total Assets: Money market fund $ 6,102,017 $ — $ — $ 6,102,017 Total assets $ 6,102,017 $ — $ — $ 6,102,017 Liabilities: Common stock warrant liability $ — $ — $ 1,394,808 $ 1,394,808 Total liabilities $ — $ — $ 1,394,808 $ 1,394,808 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 Total assets $ — $ 505 $ — $ 505 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): Year Ended December 31, 2021 Year Ended December 31, 2020 Contingent Convertible Common Contingent Convertible Fair value-beginning of period $ — $ 2,960 $ — $ 30,844 $ 1,755 Issuance 2,167,332 — 812,048 793 — Change in fair value 454,546 6,976 582,760 118,382 1,205 Settlement (2,621,878) (9,936) — (150,019) — Fair value-end of period $ — $ — $ 1,394,808 $ — $ 2,960 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following is a summary of the 2026 Notes as of December 31, 2021 (in millions): Fair Value Principal Amount Unamortized Debt Discounts and Issuance Costs Net Carrying Amount Amount Level 1.25% convertible senior notes due in December 2026 $ 2,012.5 $ 25.7 $ 1,986.8 $ 1,984.6 Level 2 |
CONTINGENT FORWARD CONTRACTS (T
CONTINGENT FORWARD CONTRACTS (Tables) | 12 Months Ended |
Dec. 31, 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 % 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 $ 18.07 Fair value of Tranche 3 with $30.00 VWAP threshold per share $ 17.92 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, and were as follows: December 31, 2021 July 23, 2021 Fair value of private warrants per share $ 31.45 $ 18.44 December 31, 2021 July 23, 2021 Volatility 85.00 % 80.00 % Expected term (in years) 4.6 5.0 Risk-free rate 1.20 % 0.72 % Dividend yield — % — % |
CONVERTIBLE PREFERRED STOCK W_2
CONVERTIBLE PREFERRED STOCK WARRANT LIABILITY (Tables) | 12 Months Ended |
Dec. 31, 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 % 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 $ 18.07 Fair value of Tranche 3 with $30.00 VWAP threshold per share $ 17.92 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, and were as follows: December 31, 2021 July 23, 2021 Fair value of private warrants per share $ 31.45 $ 18.44 December 31, 2021 July 23, 2021 Volatility 85.00 % 80.00 % Expected term (in years) 4.6 5.0 Risk-free rate 1.20 % 0.72 % Dividend yield — % — % |
COMMON STOCK WARRANT LIABILITY
COMMON STOCK WARRANT LIABILITY (Tables) | 12 Months Ended |
Dec. 31, 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 % 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 $ 18.07 Fair value of Tranche 3 with $30.00 VWAP threshold per share $ 17.92 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, and were as follows: December 31, 2021 July 23, 2021 Fair value of private warrants per share $ 31.45 $ 18.44 December 31, 2021 July 23, 2021 Volatility 85.00 % 80.00 % Expected term (in years) 4.6 5.0 Risk-free rate 1.20 % 0.72 % Dividend yield — % — % |
CONVERTIBLE PREFERRED STOCK (Ta
CONVERTIBLE PREFERRED STOCK (Tables) | 12 Months Ended |
Dec. 31, 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 Preferred Stock Shares Shares Net Carrying Conversion Per Liquidation Liquidation 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) | 12 Months Ended |
Dec. 31, 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: December 31, Public warrants issued in connection with Merger on July 23, 2021 41,400,000 Number of public warrants exercised (41,034,197) Public warrants redeemed (365,803) Issued and outstanding public warrants as of December 31, 2021 — |
Schedule of Common Stock Reserved for Future Issuance | The Company’s common stock reserved for future issuances as of December 31, 2021 and 2020, are as follows: December 31, 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 — Stock options outstanding 64,119,902 70,675,318 Restricted stock units outstanding 48,234,611 — Shares available for future grants under equity plans 16,761,960 10,526,235 If-converted common shares from convertible note 36,737,785 — Total shares of common stock reserved 210,204,258 1,039,908,056 |
STOCK-BASED AWARDS (Tables)
STOCK-BASED AWARDS (Tables) | 12 Months Ended |
Dec. 31, 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, 2019 69,305,845 $ 0.60 6.3 $ 21,236 Options granted 23,820,351 1.16 Options exercised (7,502,955) 0.43 Options canceled (14,947,923) 0.44 Balance—December 31, 2020 70,675,318 $ 0.84 7.8 $ 118,155 Options granted 8,402,925 2.85 Options exercised (11,076,026) 0.74 Options canceled (3,882,315) 1.55 Balance—December 31, 2021 64,119,902 $ 1.08 6.6 $ 2,370,666 Options vested and exercisable December 31, 2021 42,924,175 $ 0.79 5.6 $ 1,599,512 |
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 year ended December 31, 2021, 2020 and 2019, is as follows: Year ended December 31, 2021 2020 2019 Weighted average volatility 48.4 % 59.0 % 42.8 % Expected term (in years) 6.6 5.9 5.5 Risk-free interest rate 1.45 % 0.75 % 2.11 % 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 34,067,889 16,024,411 50,092,300 20.52 Vested (1,068,049) — (1,068,049) 21.13 Cancelled/Forfeited (789,640) — (789,640) 24.84 Nonvested balance as of December 31, 2021 32,210,200 16,024,411 48,234,611 $ 20.45 |
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 year ended December 31, 2021, 2020 and 2019, is classified in the consolidated statements of operations as follows (in thousands): Year Ended December 31, 2021 2020 2019 Cost of revenue $ 8,737 $ 213 $ 443 Research and development 137,303 3,724 4,770 Selling, general and administrative 370,717 677 2,506 Total $ 516,757 $ 4,614 $ 7,719 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2021 Operating leases: Operating lease right-of-use assets $ 161,974 Other current liabilities $ 11,056 Other long-term liabilities 185,323 Total operating lease liabilities $ 196,379 Finance leases: Property, plant and equipment, net 10,567 Total finance lease assets $ 10,567 Finance lease liabilities, current portion $ 4,183 Finance lease liabilities, net of current portion 6,083 Total finance lease liabilities $ 10,266 |
Schedule of Lease, Cost | The components of lease expense are as follows within the Company’s consolidated statement of operations (in thousands): Year Ended December 31, 2021 Operating lease expense: Operating lease expense (1) $ 31,097 Variable lease expense 2,406 Finance lease expense: Amortization of leased assets $ 3,020 Interest on lease liabilities 460 Total finance lease expense $ 3,480 Total lease expense $ 36,983 (1) Includes short-term leases, which are immaterial. Other information related to leases where the Company is the lessee is as follows: As of December 31, 2021 Weighted-average remaining lease term (in years): Operating leases 7.8 Finance leases 2.5 Weighted-average discount rate: Operating leases 10.98 % Finance leases 5.58 % Supplemental cash flow information related to leases where the Company is the lessee is as follows (in thousands): Year Ended December 31, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 10,019 Operating cash flows from finance leases (interest payments) 460 Financing cash flows from finance leases 3,088 Leased assets obtained in exchange for new operating lease liabilities 84,078 Leased assets obtained in exchange for new finance lease liabilities 9,693 |
Schedule of Lessee, Operating Lease, Liability, Maturity | As of December 31, 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 2022 $ 32,075 $ 4,628 2023 38,898 4,275 2024 39,346 1,674 2025 38,525 210 2026 34,791 196 Thereafter 117,215 — Total minimum lease payments 300,850 10,983 Less: Interest (104,471) (717) Present value of lease obligations 196,379 10,266 Less: Current portion 11,056 4,183 Long-term portion of lease obligations $ 185,323 $ 6,083 |
Schedule of Finance Lease, Liability, Fiscal Year Maturity | As of December 31, 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 2022 $ 32,075 $ 4,628 2023 38,898 4,275 2024 39,346 1,674 2025 38,525 210 2026 34,791 196 Thereafter 117,215 — Total minimum lease payments 300,850 10,983 Less: Interest (104,471) (717) Present value of lease obligations 196,379 10,266 Less: Current portion 11,056 4,183 Long-term portion of lease obligations $ 185,323 $ 6,083 |
Schedule of Future Minimum Lease Payments for Capital Leases | 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 | 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) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Contractual Obligation, Fiscal Year Maturity | The estimated purchase commitment as of December 31, 2021 is as follows (in thousands): Years ended December 31, Minimum 2022 $ 201,080 2023 201,080 2024 201,080 2025 201,080 Total $ 804,320 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Loss Income before Income Tax | The components of loss before income taxes for the years ended December 31, 2021, 2020 and 2019, are as follows (in thousands): 2021 2020 2019 Loss subject to domestic income taxes $ (2,580,324) $ (719,636) $ (277,244) Income (loss) subject to foreign income taxes 612 68 (90) $ (2,579,712) $ (719,568) $ (277,334) |
Schedule of Components of Income Tax Expense (Benefit) | The Company recorded an income tax provision/(benefit) of $49 thousand, $(188) thousand and $23 thousand in connection with its domestic, state, and foreign subsidiaries for the years ended December 31, 2021, 2020, and 2019, respectively, as follows (in thousands): 2021 2020 2019 Current Federal $ 18 $ — $ — State 4 5 — Foreign 27 (193) 23 Total current tax expense (benefit) $ 49 $ (188) $ 23 Deferred Federal $ — $ — $ — State — — — Foreign — — — Total deferred tax expense (benefit) $ — $ — $ — Total income tax expense (benefit) $ 49 $ (188) $ 23 |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation of taxes at the federal statutory rate to our provision for income taxes for the years ended December 31, 2021, 2020, and 2019 was as follows: Year Ended December 31, 2021 2020 2019 Statutory federal income tax rate 21.0% 21.0% 21.0% Stock-based compensation (2.9) (0.2) (0.2) Mark-to-market adjustment (8.5) (3.4) (1.1) Nondeductible expenses (0.3) (0.1) (0.8) Tax credits 0.7 2.8 1.9 Change in valuation allowance (10.0) (20.1) (20.8) Provision for income taxes —% —% —% |
Schedule of Components of Deferred Tax Assets | Significant components of the Company’s deferred taxes as of December 31, 2021 and 2020, are as follows (in thousands): 2021 2020 Deferred tax assets (liabilities): Net operating loss carryforwards $ 519,410 $ 265,799 Tax credit carryforwards 71,783 40,454 Stock-based compensation expense 22,559 2,554 Depreciation (20,180) 499 Accrued compensation and vacation 3,774 2,498 Interest — 489 Tenant improvement allowance — 8,777 Accruals and reserves 59,894 39,502 Lease Liability 52,592 — Right-of-use assets (41,707) — Other 4,773 1 Total net deferred tax assets 672,898 360,573 Valuation allowance (672,898) (360,573) Net deferred tax assets — — Net deferred tax assets (liabilities) $ — $ — |
Schedule of Unrecognized Tax Benefits Roll Forward | The following table summarizes the activity related to unrecognized tax benefits for the years ended December 31, 2021, 2020 and 2019 (in thousands): December 31, 2021 2020 2019 Unrecognized benefit—beginning of period $ 42,894 $ 20,635 $ 11,647 Gross increases—prior-period tax positions — 21 4 Gross decreases—prior-period tax positions — (2) — Gross increases—current-period tax positions 31,336 22,382 8,995 Gross decrease—current-period tax positions — — (11) Statute lapse (1,900) (142) — Unrecognized benefit—end of period $ 72,330 $ 42,894 $ 20,635 |
Schedule of Recognized Interest and Penalties in Income Tax Expense | Related to the unrecognized tax benefits above, the Company recognized interest expense and penalty expense as part of income tax expenses in the consolidated statements of operations according to the following table (in thousands): Year Ended December 31, 2021 2020 2019 Interest expense $ — $ (45) $ 16 Penalty expense (3) (20) 1 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 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): Year Ended December 31, 2021 2020 2019 Net loss $ (2,579,761) $ (719,380) $ (277,357) Deemed contribution related to repurchase of Series B convertible preferred stock — 1,000 — Deemed contribution related to repurchase of Series C convertible preferred stock — 12,784 7,935 Deemed dividend related to the issuance of Series E convertible preferred stock (2,167,332) — — Net loss attributable to common stockholders $ (4,747,093) $ (705,596) $ (269,422) Weighted-average shares outstanding—basic and diluted 740,393,759 24,825,944 20,595,229 Net loss per share: Basic and diluted $ (6.41) $ (28.42) $ (13.08) |
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: Year Ended December 31, Excluded Securities 2021 2020 2019 Convertible preferred stock (on an as-converted basis) — 957,159,704 502,582,535 Convertible preferred stock warrants (on an as-converted basis) — 1,546,799 1,546,799 Private warrants to purchase common stock 44,350,000 — — Options outstanding to purchase common stock 64,119,902 70,675,318 69,305,845 RSUs outstanding 32,210,200 — — If-converted common shares from convertible note 36,737,785 — — Total 177,417,887 1,029,381,821 573,435,179 |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details) - USD ($) | Jul. 23, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Net loss | $ (2,579,761,000) | $ (719,380,000) | $ (277,357,000) | |
Accumulated deficit | (6,065,872,000) | $ (1,356,893,000) | ||
Proceeds from reverse recapitalization, net of transaction costs | $ 4,400,300,000 | |||
1.25% Convertible Senior Notes, Due December 2026 | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Debt instrument, face amount | 2,012,500,000 | |||
1.25% Convertible Senior Notes, Due December 2026 | Convertible Debt | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Debt instrument, face amount | $ 2,012,500,000 | |||
Interest rate | 1.25% |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Cash and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jul. 22, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | |||||
Cash | $ 6,262,905 | $ 400 | $ 614,412 | $ 351,684 | |
Restricted cash included in other current assets | 10,740 | 11,278 | 19,767 | ||
Restricted cash included in other noncurrent assets | 24,375 | 14,728 | 8,200 | ||
Total cash and restricted cash | $ 6,298,020 | $ 640,418 | $ 379,651 | $ 97,808 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) | 12 Months Ended | |||
Dec. 31, 2021USD ($)segmentinstallment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jan. 01, 2021USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Number of operating segments | segment | 1 | |||
Number of reportable segments | segment | 1 | |||
Allowance for doubtful accounts | $ 0 | $ 0 | ||
Short-term investments | 0 | 505,000 | ||
Impairment of long-lived assets | $ 0 | $ 0 | $ 0 | |
Number of performance obligations | installment | 2 | |||
Basic vehicle warranty term | 4 years | |||
Accounting standards update [Extensible Enumeration] | Accounting Standards Update 2016-02 [Member] | |||
Prepaid expenses | $ (70,346,000) | $ (21,840,000) | ||
Cumulative Effect, Period of Adoption, Adjustment | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Right-of-use assets | $ 91,000,000 | |||
Lease, liability | 122,800,000 | |||
Prepaid expenses | $ 180,000 | 200,000 | ||
Other liabilities | $ 31,800,000 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Property, Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Machinery, Tooling & Vehicles | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Machinery, Tooling & Vehicles | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Computer equipment and software | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Finance leases | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Building and Improvements | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 40 years |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Effect of Accounting Standards Update (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jan. 01, 2021 | Dec. 31, 2020 |
ASSETS | |||
Prepaid expenses | $ 70,346 | $ 21,840 | |
Property, plant and equipment, net | 713,274 | ||
Operating lease right-of-use assets | 161,974 | 0 | |
Liabilities | |||
Other current liabilities | 318,212 | 151,753 | |
Other long-term liabilities | $ 188,575 | 39,139 | |
Cumulative Effect, Period of Adoption, Adjustment | |||
ASSETS | |||
Prepaid expenses | $ (200) | (180) | |
Property, plant and equipment, net | 0 | ||
Operating lease right-of-use assets | 90,932 | ||
Liabilities | |||
Other current liabilities | 7,754 | ||
Other long-term liabilities | 83,191 | ||
Cumulative Effect, Period of Adoption, Adjusted Balance | |||
ASSETS | |||
Prepaid expenses | 21,660 | ||
Property, plant and equipment, net | 713,274 | ||
Operating lease right-of-use assets | 90,932 | ||
Liabilities | |||
Other current liabilities | 159,507 | ||
Other long-term liabilities | $ 122,330 |
REVERSE RECAPITALIZATION- Narra
REVERSE RECAPITALIZATION- Narrative (Details) $ / shares in Units, $ in Thousands | Jul. 23, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | Jul. 22, 2021USD ($)shares | Dec. 31, 2018shares | [1] | |||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||||
Common stock, shares, issued (in shares) | 1,648,413,415 | 28,791,702 | 451,295,965 | |||||||
Common stock, shares outstanding (in shares) | 1,618,621,534 | 1,647,555,590 | 28,791,702 | 451,295,965 | ||||||
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 issued (in shares) | 0 | 957,159,704 | 437,182,072 | |||||||
Convertible preferred stock, shares outstanding (in shares) | 0 | [1] | 957,159,704 | [1] | 502,582,534 | [1] | 437,182,072 | 137,248,112 | ||
Options outstanding (in shares) | 64,119,902 | 70,675,318 | 69,305,845 | 25,764,610 | ||||||
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 | $ 0 | ||||||
Cash received upon completion of merger | $ | 2,070,100 | |||||||||
Cash | $ | 6,262,905 | 614,412 | 351,684 | $ 400 | ||||||
Payments for repurchase of common stock | $ | $ 200 | 20,716 | 0 | 0 | ||||||
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 | $ 2,717 | $ 0 | $ 0 | ||||||
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 | Dec. 31, 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 | 1,647,555,590 | 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) | 601,176 | ||||
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 | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Number of warrants (in shares) | 41,400,000 | 0 | 41,400,000 | ||
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 | ||||
Stock issued during period, shares, restricted stock award, net of forfeitures (in shares) | 17,250,000 | ||||
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 | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 87,646 | $ 661 |
Work in progress | 30,641 | 70 |
Finished goods | 8,963 | 312 |
Total inventory | $ 127,250 | $ 1,043 |
BALANCE SHEETS COMPONENTS - Nar
BALANCE SHEETS COMPONENTS - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Write-down of inventory | $ 48,884 | $ 0 | $ 0 |
Depreciation and amortization | $ 62,907 | $ 10,217 | $ 3,842 |
BALANCE SHEETS COMPONENTS - Pro
BALANCE SHEETS COMPONENTS - Property, Plant, and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant, and equipment | $ 1,268,166 | $ 738,045 |
Less accumulated depreciation and amortization | (86,013) | (24,771) |
Property, plant, and equipment — net | 1,182,153 | 713,274 |
Land and land improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | 1,050 | 1,050 |
Building and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | 195,952 | 0 |
Machinery, Tooling and Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | 601,791 | 28,830 |
Computer equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | 27,968 | 15,716 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | 135,533 | 47,187 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | 15,352 | 4,503 |
Capital leases | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | 3,908 | |
Finance leases | ||
Property, Plant and Equipment [Line Items] | ||
Finance leases | 13,601 | |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | $ 276,919 | $ 636,851 |
BALANCE SHEETS COMPONENTS - Con
BALANCE SHEETS COMPONENTS - Construction in Progress (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total construction in progress | $ 276,919 | $ 636,851 |
Machinery and Tooling | ||
Property, Plant and Equipment [Line Items] | ||
Total construction in progress | 132,943 | 414,529 |
Construction of Arizona plant | ||
Property, Plant and Equipment [Line Items] | ||
Total construction in progress | 112,970 | 171,532 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total construction in progress | $ 31,006 | $ 50,790 |
BALANCE SHEETS COMPONENTS - Oth
BALANCE SHEETS COMPONENTS - Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Engineering, design, and testing accrual | $ 33,950 | $ 42,518 |
Construction in progress | 92,590 | 43,115 |
Retail leasehold improvements accrual | 15,796 | 6,114 |
Other professional services accrual | 13,944 | 9,083 |
Tooling liability | 23,966 | 15,243 |
Series B convertible preferred stock repurchase liability | 0 | 3,000 |
Short-term insurance financing note | 15,281 | 980 |
Operating lease liabilities, current portion | 11,056 | 0 |
Other current liabilities | 111,629 | 31,700 |
Total other current liabilities | $ 318,212 | $ 151,753 |
BALANCE SHEETS COMPONENTS - O_2
BALANCE SHEETS COMPONENTS - Other Noncurrent Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Deferred rent | $ 0 | $ 28,881 |
Operating leases liabilities, net of current portion | 185,323 | 0 |
Other long-term liabilities | 3,252 | 10,258 |
Total other long-term liabilities | $ 188,575 | $ 39,139 |
FAIR VALUE MEASUREMENTS - Asset
FAIR VALUE MEASUREMENTS - Assets and Liabilities at Fair Value, Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Liabilities: | ||
Common stock warrant liability | $ 0 | $ 2,960 |
Common stock warrant liability | ||
Liabilities: | ||
Common stock warrant liability | 1,394,808 | |
Fair Value, Recurring | ||
Assets: | ||
Total assets | 6,102,017 | 505 |
Liabilities: | ||
Total liabilities | 1,394,808 | 2,960 |
Fair Value, Recurring | Convertible preferred stock warrant liability | ||
Liabilities: | ||
Common stock warrant liability | 2,960 | |
Fair Value, Recurring | Money market fund | ||
Assets: | ||
Assets | 6,102,017 | |
Fair Value, Recurring | Certificates of deposit | ||
Assets: | ||
Assets | 505 | |
Level 1 | Common stock warrant liability | ||
Liabilities: | ||
Common stock warrant liability | 0 | |
Level 1 | Convertible preferred stock warrant liability | ||
Liabilities: | ||
Common stock warrant liability | 0 | |
Level 1 | Fair Value, Recurring | ||
Assets: | ||
Total assets | 6,102,017 | 0 |
Liabilities: | ||
Total liabilities | 0 | 0 |
Level 1 | Fair Value, Recurring | Money market fund | ||
Assets: | ||
Assets | 6,102,017 | |
Level 1 | Fair Value, Recurring | Certificates of deposit | ||
Assets: | ||
Assets | 0 | |
Level 2 | Common stock warrant liability | ||
Liabilities: | ||
Common stock warrant liability | 0 | |
Level 2 | Fair Value, Recurring | ||
Assets: | ||
Total assets | 0 | 505 |
Liabilities: | ||
Total liabilities | 0 | 0 |
Level 2 | Fair Value, Recurring | Convertible preferred stock warrant liability | ||
Liabilities: | ||
Common stock warrant liability | 0 | |
Level 2 | Fair Value, Recurring | Money market fund | ||
Assets: | ||
Assets | 0 | |
Level 2 | Fair Value, Recurring | Certificates of deposit | ||
Assets: | ||
Assets | 505 | |
Level 3 | Common stock warrant liability | ||
Liabilities: | ||
Common stock warrant liability | 1,394,808 | |
Level 3 | Fair Value, Recurring | ||
Assets: | ||
Total assets | 0 | 0 |
Liabilities: | ||
Total liabilities | 1,394,808 | 2,960 |
Level 3 | Fair Value, Recurring | Convertible preferred stock warrant liability | ||
Liabilities: | ||
Common stock warrant liability | 2,960 | |
Level 3 | Fair Value, Recurring | Money market fund | ||
Assets: | ||
Assets | $ 0 | |
Level 3 | Fair Value, Recurring | Certificates of deposit | ||
Assets: | ||
Assets | $ 0 |
FAIR VALUE MEASUREMENTS - Recon
FAIR VALUE MEASUREMENTS - Reconciliation of Level 3 Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 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 | 118,382 |
Settlement | (2,621,878) | (150,019) |
Fair value-end of period | 0 | 0 |
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 | 1,205 |
Settlement | (9,936) | 0 |
Fair value-end of period | 0 | 2,960 |
Common stock warrant liability | ||
Level 3 Liabilities [Roll Forward] | ||
Fair value-beginning of period | 0 | |
Issuance | 812,048 | |
Change in fair value | 582,760 | |
Settlement | 0 | |
Fair value-end of period | $ 1,394,808 | $ 0 |
LONG-TERM DEBT -Narrative (Deta
LONG-TERM DEBT -Narrative (Details) | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2021USD ($)day$ / shares | Dec. 31, 2021USD ($)day$ / shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Debt Instrument, Redemption [Line Items] | ||||
Proceeds from convertible debt | $ 2,002,437,000 | $ 0 | $ 70,949,000 | |
1.25% Convertible Senior Notes, Due December 2026 | ||||
Debt Instrument, Redemption [Line Items] | ||||
Debt instrument, face amount | $ 2,012,500,000 | $ 2,012,500,000 | ||
Debt instrument, convertible, conversion ratio | 0.0182548 | |||
Debt instrument, initial conversion price (in USD per share) | $ / shares | $ 54.78 | $ 54.78 | ||
Debt instrument, convertible, threshold percentage of stock price (percent) | 130.00% | |||
Debt instrument, convertible, threshold trading days | day | 20 | |||
1.25% Convertible Senior Notes, Due December 2026 | Convertible Debt | ||||
Debt Instrument, Redemption [Line Items] | ||||
Debt instrument, face amount | $ 2,012,500,000 | $ 2,012,500,000 | ||
Interest rate | 1.25% | 1.25% | ||
Debt instrument, issuance price percentage | 99.50% | 99.50% | ||
Proceeds from convertible debt | $ 1,986,600,000 | |||
Debt instrument, redemption price, percentage of principal amount redeemed | 100.00% | |||
Interest expense | $ 1,400,000 | |||
Amortization of debt issuance costs | 200,000 | |||
Interest expense, debt, excluding amortization | $ 1,200,000 | |||
Debt instrument, effective interest rate | 1.50% | 1.50% | ||
1.25% Convertible Senior Notes, Due December 2026 | Redemption Option One | ||||
Debt Instrument, Redemption [Line Items] | ||||
Debt instrument, convertible, threshold percentage of stock price (percent) | 130.00% | |||
Debt instrument, convertible, threshold trading days | day | 20 | |||
Debt instrument, convertible, threshold consecutive trading days | day | 30 | |||
1.25% Convertible Senior Notes, Due December 2026 | Redemption Option Two | ||||
Debt Instrument, Redemption [Line Items] | ||||
Debt instrument, convertible, threshold percentage of stock price (percent) | 98.00% | |||
Debt instrument, convertible, threshold consecutive trading days | day | 10 | |||
Debt instrument, convertible, redemption period, number of consecutive business days | day | 5 | 5 |
LONG-TERM DEBT - Schedule of Ca
LONG-TERM DEBT - Schedule of Carrying Values and Estimated Fair Values of Convertible Notes (Details) - 1.25% Convertible Senior Notes, Due December 2026 | Dec. 31, 2021USD ($) |
Debt Instrument, Redemption [Line Items] | |
Principal Amount | $ 2,012,500,000 |
Unamortized Debt Discounts and Issuance Costs | 25,700,000 |
Net Carrying Amount | $ 1,986,800,000 |
Convertible Debt | |
Debt Instrument, Redemption [Line Items] | |
Interest rate | 1.25% |
Principal Amount | $ 2,012,500,000 |
Level 2 | |
Debt Instrument, Redemption [Line Items] | |
Fair Value | $ 1,984,600,000 |
LONG-TERM DEBT -Schedule of Con
LONG-TERM DEBT -Schedule of Convertible Debt (Details) - 1.25% Convertible Senior Notes, Due December 2026 $ in Millions | Dec. 31, 2021USD ($) |
Debt Instrument, Redemption [Line Items] | |
Debt instrument, face amount | $ 2,012.5 |
Convertible Debt, Total | $ 1,986.8 |
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 | Dec. 31, 2021 | Dec. 31, 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 | $ 118,382,000 | $ 15,053,000 | |||||||||||||||||
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 | $ 600,000,000 | |||||||||||||
Issuance of convertible preferred shares (in shares) | 82,496,121 | 82,496,092 | 164,992,213 | [1] | 374,777,280 | [1] | ||||||||||||||
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 | $ 899,725,000 | $ 0 | ||||||||||
Issuance of convertible preferred shares (in shares) | 133,818,821 | 66,909,408 | 133,818,821 | 167,273,525 | 200,728,229 | [1] | 301,092,346 | [1] | ||||||||||||
Settlement of Series D contingent forward contract liability | $ 110,456,000 | |||||||||||||||||||
Preferred stock, price (in dollars per share) | $ 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 discount to the convertible notes | $ 18,600,000 | |||||||||||||||||||
Contingent forward contract, fair value | 0 | $ 36,400,000 | 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 | $ 1,444,900,000 | 110,500,000 | $ 800,000 | $ 722,400,000 | $ 0 | 110,500,000 | ||||||||||||
Contingent forward contract reclassified to preferred shares | $ 1,200,000,000 | |||||||||||||||||||
Contingent forward contract liability, fair value loss | $ 109,700,000 | $ 454,500,000 | $ 109,700,000 | |||||||||||||||||
[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) | Apr. 30, 2021uSDollarPerShareyear | Feb. 28, 2021yearuSDollarPerShare |
Stock Price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent forward contract liability, measurement input | uSDollarPerShare | 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 | year | 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 | 12 Months Ended | ||||
Feb. 28, 2021USD ($)scenario$ / shares | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($) | Jul. 23, 2021$ / 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 | |||
Warrant fair value per share (in dollars per share) | $ / shares | $ 1.94 | |||||
Convertible preferred stock warrant liability | $ 0 | $ 2,960 | ||||
Proceeds from the exercise of public warrants | $ 3,000 | 173,273 | 0 | $ 0 | ||
Issuance of Series D convertible preferred stock upon exercise of warrants | $ 12,900 | |||||
Change in fair value of preferred stock warrant liability | 1,200 | |||||
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% | |||||
Change in fair value of convertible preferred stock warrant liability | ||||||
Class of Warrant or Right [Line Items] | ||||||
Change in fair value of preferred stock warrant liability | $ 6,976 | $ 1,205 | $ 406 |
CONVERTIBLE PREFERRED STOCK W_4
CONVERTIBLE PREFERRED STOCK WARRANT LIABILITY - Fair Value Assumptions (Details) | Dec. 31, 2020year |
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 | 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 | 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 | Jul. 23, 2021 | Dec. 23, 2021 | Dec. 31, 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 | $ 2,960 | |||
Change in fair value of preferred stock warrant liability | $ (1,200) | ||||
Sponsor earnback warrants (in shares) | 14,783,333 | ||||
Sponsor earnback warrants vested (in shares) | 14,783,333 | ||||
Private Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Number of warrants (in shares) | 44,350,000 | ||||
Convertible preferred stock warrant liability | $ 812,000 | 1,394,800 | |||
Change in fair value of preferred stock warrant liability | $ 582,800 |
COMMON STOCK WARRANT LIABILIT_3
COMMON STOCK WARRANT LIABILITY - Fair Value of Private Warrants (Details) - $ / shares | Dec. 31, 2021 | Jul. 23, 2021 | Feb. 28, 2021 | Sep. 30, 2017 |
Class of Warrant or Right [Line Items] | ||||
Warrant exercise price (in dollars per share) | $ 11.50 | $ 1.94 | $ 1.94 | |
Private Warrants, Non-Contingent | ||||
Class of Warrant or Right [Line Items] | ||||
Warrant exercise price (in dollars per share) | $ 31.45 | 18.44 | ||
Vesting Tranche One | Private Warrants, Contingent | ||||
Class of Warrant or Right [Line Items] | ||||
Warrant volume-weighted average trading price (in dollars per share) | 20 | |||
Warrant exercise price (in dollars per share) | 18.16 | |||
Vesting Tranche Two | Private Warrants, Contingent | ||||
Class of Warrant or Right [Line Items] | ||||
Warrant volume-weighted average trading price (in dollars per share) | 25 | |||
Warrant exercise price (in dollars per share) | 18.07 | |||
Vesting Tranche Three | Private Warrants, Contingent | ||||
Class of Warrant or Right [Line Items] | ||||
Warrant volume-weighted average trading price (in dollars per share) | 30 | |||
Warrant exercise price (in dollars per share) | $ 17.92 |
COMMON STOCK WARRANT LIABILIT_4
COMMON STOCK WARRANT LIABILITY - Level 3 Fair Value Inputs (Details) | Dec. 31, 2021year | Jul. 23, 2021year | Dec. 31, 2020 |
Volatility | |||
Class of Warrant or Right [Line Items] | |||
Warrant measurement input | 0.5000 | ||
Volatility | Level 3 | |||
Class of Warrant or Right [Line Items] | |||
Warrant measurement input | 0.8500 | 0.8000 | |
Expected term (in years) | Level 3 | |||
Class of Warrant or Right [Line Items] | |||
Warrant measurement input | 4.6 | 5 | |
Risk-free rate | Level 3 | |||
Class of Warrant or Right [Line Items] | |||
Warrant measurement input | 0.0120 | 0.0072 | |
Expected dividend rate | |||
Class of Warrant or Right [Line Items] | |||
Warrant measurement input | 0 | ||
Expected dividend rate | Level 3 | |||
Class of Warrant or Right [Line Items] | |||
Warrant measurement input | 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 | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Sep. 30, 2021USD ($) | Jul. 22, 2021shares | Dec. 31, 2018USD ($)shares | |||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Convertible preferred stock, shares issued (in shares) | shares | 957,159,704 | 957,159,704 | 0 | 0 | 957,159,704 | 437,182,072 | ||||||||||||||||||||||||||
Convertible preferred stock, shares outstanding (in shares) | shares | 957,159,704 | [1] | 957,159,704 | [1] | 0 | [1] | 0 | [1] | 957,159,704 | [1] | 502,582,534 | [1] | 502,582,534 | [1] | 437,182,072 | 137,248,112 | [1] | |||||||||||||||
Convertible preferred stock, value | $ 2,494,076,000 | $ 2,494,076,000 | $ 0 | $ 0 | $ 2,494,076,000 | $ 1,074,010,000 | $ 1,074,010,000 | $ 259,960,000 | ||||||||||||||||||||||||
Number of milestone conditions required to receive funding | condition | 2 | |||||||||||||||||||||||||||||||
Contingent forward contract liability, fair value loss | 454,546,000 | 118,382,000 | 15,053,000 | |||||||||||||||||||||||||||||
Stock-based compensation expense | $ 516,757,000 | $ 4,614,000 | $ 7,719,000 | |||||||||||||||||||||||||||||
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 | 1,189,800,259 | ||||||||||||||||||||||||||
Convertible preferred stock, shares authorized (in shares) | shares | 1,058,949,780 | 1,155,909,398 | 1,058,949,780 | 0 | 0 | 1,058,949,780 | ||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||
Convertible stock, percentage of holders required to trigger conversion | 66.67% | 66.67% | ||||||||||||||||||||||||||||||
Convertible stock. pre-offering market capitalization threshold to trigger conversion | $ 2,500,000,000 | $ 2,500,000,000 | ||||||||||||||||||||||||||||||
Convertible stock, IPO gross proceeds required to trigger conversion | 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 | 1,444,900,000 | $ 110,500,000 | $ 800,000 | $ 722,400,000 | $ 0 | 0 | $ 110,500,000 | ||||||||||||||||||||||
Contingent forward contract liability, fair value loss | $ 109,700,000 | 454,500,000 | $ 109,700,000 | |||||||||||||||||||||||||||||
Series C | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Convertible preferred stock, shares outstanding (in shares) | shares | 59,575,253 | 59,575,253 | 59,575,253 | |||||||||||||||||||||||||||||
Repurchase of convertible preferred shares (in shares) | shares | 11,507,389 | [1] | 9,442,858 | [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 | $ 12,101,000 | $ 50,000,000 | |||||||||||||||||||||||||||||
Convertible preferred stock, value | $ 137,475,000 | $ 137,475,000 | $ 137,475,000 | |||||||||||||||||||||||||||||
Convertible preferred stock, shares authorized (in shares) | shares | 82,414,075 | 82,414,075 | 82,414,075 | |||||||||||||||||||||||||||||
Convertible preferred stock, dividend rate (in dollars per share) | $ / shares | $ 0.19 | |||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||
Convertible preferred stock, value | $ 20,400,000 | |||||||||||||||||||||||||||||||
Cumulative adjustments to additional paid in capital for share repurchases | $ 10,500,000 | $ 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 | 1,850,800 | |||||||||||||||||||||||||||||
Payments for repurchase of convertible preferred stock | $ 2,200,000 | |||||||||||||||||||||||||||||||
Convertible preferred stock, value | $ 4,500,000 | |||||||||||||||||||||||||||||||
Cumulative adjustments to additional paid in capital for share repurchases | $ 2,200,000 | $ 2,200,000 | $ 2,200,000 | |||||||||||||||||||||||||||||
Convertible preferred stock, fair value (in dollars per share) | $ / shares | $ 2.42 | |||||||||||||||||||||||||||||||
Series B | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Convertible preferred stock, shares outstanding (in shares) | shares | 24,677,332 | 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 | 0 | |||||||||||||||||||||||||||||
Convertible preferred stock, value | $ 23,740,000 | $ 23,740,000 | $ 23,740,000 | |||||||||||||||||||||||||||||
Convertible preferred stock, shares authorized (in shares) | shares | 24,677,332 | 24,677,332 | 24,677,332 | |||||||||||||||||||||||||||||
Convertible preferred stock, shares cancelled (in shares) | shares | 3,525,332 | 3,525,332 | 3,525,332 | |||||||||||||||||||||||||||||
Convertible preferred stock, shares cancelled, fair value | $ 3,000,000 | $ 3,000,000 | $ 3,000,000 | |||||||||||||||||||||||||||||
Convertible preferred stock, dividend rate (in dollars per share) | $ / shares | $ 0.09 | |||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||
Convertible preferred stock, value | 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 D | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Convertible preferred stock, shares outstanding (in shares) | shares | 539,769,493 | 539,769,493 | 539,769,493 | |||||||||||||||||||||||||||||
Convertible preferred stock, value | $ 1,311,548,000 | $ 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 | 600,000,000 | |||||||||||||||||||||||||
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] | 374,777,280 | [1] | ||||||||||||||||||||||||||
Preferred stock, price (in dollars per share) | $ / shares | $ 2.33 | $ 2.33 | ||||||||||||||||||||||||||||||
Proceeds from issuance of convertible preferred stock and conversion of convertible debt | $ 872,000,000 | |||||||||||||||||||||||||||||||
Convertible preferred stock, shares authorized (in shares) | shares | 618,720,748 | 618,720,748 | 618,720,748 | |||||||||||||||||||||||||||||
Convertible preferred stock, dividend rate, percentage | 8.00% | |||||||||||||||||||||||||||||||
Liquidation preference rate | 1.5 | |||||||||||||||||||||||||||||||
Series D Preferred Stock, Tranche One | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Convertible preferred stock issuable, value | 200,000,000 | |||||||||||||||||||||||||||||||
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 E | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Convertible preferred stock, shares outstanding (in shares) | shares | 301,092,346 | 301,092,346 | 301,092,346 | |||||||||||||||||||||||||||||
Convertible preferred stock, value | $ 1,009,388,000 | $ 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 | $ 899,725,000 | $ 0 | ||||||||||||||||||||||
Issuance of convertible preferred shares (in shares) | shares | 133,818,821 | 66,909,408 | 133,818,821 | 167,273,525 | 200,728,229 | [1] | 301,092,346 | [1] | ||||||||||||||||||||||||
Preferred stock, price (in dollars per share) | $ / shares | $ 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 | 301,092,345 | |||||||||||||||||||||||||||||
Convertible preferred stock, dividend rate, percentage | 8.00% | |||||||||||||||||||||||||||||||
Liquidation preference rate | 1.5 | |||||||||||||||||||||||||||||||
Convertible stock, percentage of holders required to trigger conversion | 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 | |||||||||||||||||||||||||||||||
Series A | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Convertible preferred stock, shares outstanding (in shares) | shares | 32,045,280 | 32,045,280 | 32,045,280 | |||||||||||||||||||||||||||||
Convertible preferred stock, value | $ 11,925,000 | $ 11,925,000 | $ 11,925,000 | |||||||||||||||||||||||||||||
Convertible preferred stock, shares authorized (in shares) | shares | 32,045,280 | 32,045,280 | 32,045,280 | |||||||||||||||||||||||||||||
Convertible preferred stock, dividend rate (in dollars per share) | $ / shares | $ 0.03 | |||||||||||||||||||||||||||||||
Liquidation preference rate | 1 | |||||||||||||||||||||||||||||||
Common Stock | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Conversion of convertible preferred stock into common stock in connection with the reverse recapitalization (in shares) | shares | 1,155,909,367 | 1,155,909,367 | ||||||||||||||||||||||||||||||
Legacy Preferred Shareholders | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Stock converted, after exchange ratio (in shares) | shares | 1,155,909,367 | |||||||||||||||||||||||||||||||
[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 | 12 Months Ended | 45 Months Ended | ||||||
Feb. 28, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Oct. 31, 2019 | Apr. 30, 2019 | Dec. 31, 2021 | Dec. 31, 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 | $ 173,273 | $ 0 | $ 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 | $ 600,000 | ||
Contingent forward contract liability reclassified to Series D | $ 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 | Dec. 31, 2021USD ($)shares | Jul. 22, 2021shares | Feb. 28, 2021shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)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 | 957,159,704 | [1] | 502,582,534 | [1] | 137,248,112 | [1] | |
Net Carrying Value | $ | $ 0 | $ 2,494,076 | $ 1,074,010 | $ 259,960 | ||||||
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 | |||||||||
Net Carrying Value | $ | $ 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 | |||||||||
Net Carrying Value | $ | $ 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 | |||||||||
Net Carrying Value | $ | $ 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 | |||||||||
Net Carrying Value | $ | $ 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 | |||||||||
Net Carrying Value | $ | $ 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 | Jul. 23, 2021$ / sharesshares | Oct. 31, 2021$ / sharesshares | Feb. 28, 2021USD ($)$ / shares | Dec. 31, 2021vote$ / sharesshares | Dec. 31, 2021USD ($)vote$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($) | Jul. 22, 2021shares | Sep. 30, 2017$ / sharesshares |
Class of Stock [Line Items] | |||||||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 0 | ||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock, shares issued (in shares) | 0 | 0 | 0 | ||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | ||||||
Reverse recapitalization, shares issued (in shares) | 425,395,023 | ||||||||
Common stock, shares outstanding (in shares) | 1,618,621,534 | 1,647,555,590 | 1,647,555,590 | 28,791,702 | 451,295,965 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Number of votes allowed per share | vote | 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) | 41,034,197 | ||||||||
Warrants exercised, cashless (in shares) | 25,966,976 | ||||||||
Proceeds from the exercise of public warrants | $ | $ 3,000 | $ 173,273 | $ 0 | $ 0 | |||||
Warrants redeemed (in shares) | 365,803 | ||||||||
Warrant, redemption price (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||||||
Shares repurchased (in shares) | 857,825 | ||||||||
Shares repurchased, repurchase price (in dollars per share) | $ / shares | $ 24.15 | ||||||||
Public Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Number of warrants (in shares) | 41,400,000 | 0 | 0 | 41,400,000 | |||||
Warrants exercised (in shares) | 41,034,197 | ||||||||
Warrants redeemed (in shares) | 365,803 | ||||||||
Legacy Preferred Shareholders | |||||||||
Class of Stock [Line Items] | |||||||||
Stock converted, after exchange ratio (in shares) | 1,155,909,367 | ||||||||
Employees | |||||||||
Class of Stock [Line Items] | |||||||||
Shares repurchased (in shares) | 712,742 | ||||||||
Directors of Atieva | |||||||||
Class of Stock [Line Items] | |||||||||
Shares repurchased (in shares) | 145,083 |
STOCKHOLDERS_ EQUITY (DEFICIT_3
STOCKHOLDERS’ EQUITY (DEFICIT) - Public Common Stock Warrants (Details) - shares | 5 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2021 | |
Class Of Warrant Or Right [Roll Forward] | ||
Warrants exercised (in shares) | (41,034,197) | |
Public warrants redeemed (in shares) | (365,803) | |
Public Warrants | ||
Class Of Warrant Or Right [Roll Forward] | ||
Beginning of warrants (in shares) | 41,400,000 | |
Warrants exercised (in shares) | (41,034,197) | |
Public warrants redeemed (in shares) | (365,803) | |
Ending of warrants (in shares) | 0 | 0 |
STOCKHOLDERS_ EQUITY (DEFICIT_4
STOCKHOLDERS’ EQUITY (DEFICIT) - Common Stock Reserved for Issuance (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||
Common shares reserved for future issuance (in shares) | 210,204,258 | 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 |
Stock options outstanding | ||
Class of Stock [Line Items] | ||
Common shares reserved for future issuance (in shares) | 64,119,902 | 70,675,318 |
Restricted stock units outstanding | ||
Class of Stock [Line Items] | ||
Common shares reserved for future issuance (in shares) | 48,234,611 | 0 |
Shares available for future grants under equity plans | ||
Class of Stock [Line Items] | ||
Common shares reserved for future issuance (in shares) | 16,761,960 | 10,526,235 |
If-converted common shares from convertible note | ||
Class of Stock [Line Items] | ||
Common shares reserved for future issuance (in shares) | 36,737,785 | 0 |
EARNBACK SHARES AND WARRANTS (D
EARNBACK SHARES AND WARRANTS (Details) | Sep. 29, 2021day | Jul. 23, 2021daytranche$ / sharesshares | Dec. 23, 2021shares |
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 warrants, number of tranches | tranche | 3 | ||
Sponsor earnback shares, number of tranches | tranche | 3 | ||
Threshold trading days | day | 40 | 40 | |
Threshold consecutive trading days | day | 60 | 60 | |
Sponsor earnback shares vested (in shares) | 17,250,000 | ||
Sponsor earnback warrants vested (in shares) | 14,783,333 | ||
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 | ||
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) | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2022installmentshares | Dec. 31, 2021USD ($)installmentshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | Jan. 31, 2021shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common shares reserved for future issuance (in shares) | 210,204,258 | 1,039,908,056 | |||
Options exercised, aggregate intrinsic value | $ | $ 206,700,000 | $ 8,300,000 | $ 400,000 | ||
Fair value of options granted during the period | $ | 24,000,000 | 14,800,000 | 13,900,000 | ||
Fair value of options vested during the period | $ | $ 6,200,000 | 3,900,000 | 6,900,000 | ||
Granted (in shares) | 50,092,300 | ||||
Awards vested (in shares) | 1,068,049 | ||||
Stock-based compensation expense | $ | $ 516,757,000 | $ 4,614,000 | 7,719,000 | ||
Nonvested awards (in shares) | 48,234,611 | 0 | |||
Unamortized share-based compensation expense | $ | $ 638,000,000 | ||||
Unamortized share-based compensation, options, amortization period | 2 years 6 months | ||||
Shares available for future grants under equity plans | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common shares reserved for future issuance (in shares) | 16,761,960 | 10,526,235 | |||
Series E | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ | $ 123,600,000 | ||||
Employee Stock Purchase Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Discount from market price, offering date | 85.00% | ||||
Percentage of purchase price of common stock, | 85.00% | ||||
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 | ||||
Fair value of options vested during the period | $ | $ 50,500,000 | $ 0 | $ 0 | ||
Granted (in shares) | 34,067,889 | ||||
Awards vested (in shares) | 1,068,049 | ||||
Nonvested awards (in shares) | 32,210,200 | 0 | |||
Time-Based Shares | Chief Executive Officer | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in 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) | 16,024,411 | ||||
Awards vested (in shares) | 0 | ||||
Nonvested awards (in shares) | 16,024,411 | 0 | |||
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 | installment | 5 | ||||
Performance measurement period | 6 months | ||||
Number of vesting installments with performance conditions met | installment | 4 | ||||
Performance-Based Shares | Chief Executive Officer | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of vesting installments | installment | 5 | ||||
Number of vesting installments with performance conditions met | installment | 4 | ||||
Awards vested (in shares) | 13,934,271 | ||||
Performance-Based Shares | Award Tranches One through Four | Chief Executive Officer | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unamortized share-based compensation expense | $ | $ 85,400,000 | ||||
Performance-Based Shares | Award Tranche Five | Chief Executive Officer | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Nonvested awards (in shares) | 2,090,140 | ||||
Unamortized share-based compensation expense | $ | $ 19,600,000 | ||||
Unamortized share-based compensation, options, amortization period | 1 year 1 month 6 days | ||||
Restricted stock units outstanding | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ | $ 383,200,000 | ||||
2014 Share Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common shares reserved for future issuance (in shares) | 10,526,235 | ||||
Number of shares available for grant (in shares) | 16,761,960 |
STOCK-BASED AWARDS - Schedule o
STOCK-BASED AWARDS - Schedule of Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Options | |||
Balance - beginning of period (in shares) | 70,675,318 | 69,305,845 | |
Options granted (in shares) | 8,402,925 | 23,820,351 | |
Options exercised (in shares) | (11,076,026) | (7,502,955) | |
Options canceled (in shares) | (3,882,315) | (14,947,923) | |
Balance - end of period (in shares) | 64,119,902 | 70,675,318 | 69,305,845 |
Weighted Average Exercise Price | |||
Balance - beginning of period (in dollars per share) | $ 1.08 | $ 0.84 | $ 0.60 |
Options granted (in dollars per share) | 2.85 | 1.16 | |
Options exercised (in dollars per share) | 0.74 | 0.43 | |
Options canceled (in dollars per share) | 1.55 | 0.44 | |
Balance - end of period (in dollars per share) | $ 1.08 | $ 0.84 | $ 0.60 |
Additional Disclosures | |||
Options outstanding, weighted average remaining contractual term | 6 years 7 months 6 days | 7 years 9 months 18 days | 6 years 3 months 18 days |
Options outstanding, intrinsic value | $ 2,370,666 | $ 118,155 | $ 21,236 |
Options vested and exercisable, number of options (in shares) | 42,924,175 | ||
Options vested and exercisable, weighted average exercise price (in dollars per share) | $ 0.79 | ||
Options vested and exercisable, weighted average remaining contractual term | 5 years 7 months 6 days | ||
Options vested and exercisable, intrinsic value | $ 1,599,512 |
STOCK-BASED AWARDS - Valuation
STOCK-BASED AWARDS - Valuation Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average volatility | 48.40% | 59.00% | 42.80% |
Expected term (in years) | 6 years 7 months 6 days | 5 years 10 months 24 days | 5 years 6 months |
Risk-free interest rate | 1.45% | 0.75% | 2.11% |
Expected dividends | 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 | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Shares | ||
Nonvested balance at beginning of period (in shares) | 0 | |
Granted (in shares) | 50,092,300 | |
Vested (in shares) | (1,068,049) | |
Cancelled/forfeited (in shares) | (789,640) | |
Nonvested balance at end of period (in shares) | 48,234,611 | |
Restricted stock units outstanding | ||
Weighted-Average Grant-Date Fair Value | ||
Nonvested balance at beginning of period (in dollars per share) | $ 20.45 | $ 0 |
Granted (in dollars per share) | 20.52 | |
Vested (in dollars per share) | 21.13 | |
Cancelled/forfeited (in dollars per share) | 24.84 | |
Nonvested balance at end of period (in dollars per share) | $ 20.45 | |
Time-Based Shares | ||
Shares | ||
Nonvested balance at beginning of period (in shares) | 0 | |
Granted (in shares) | 34,067,889 | |
Vested (in shares) | (1,068,049) | |
Cancelled/forfeited (in shares) | (789,640) | |
Nonvested balance at end of period (in shares) | 32,210,200 | |
Performance-Based Shares | ||
Shares | ||
Nonvested balance at beginning of period (in shares) | 0 | |
Granted (in shares) | 16,024,411 | |
Vested (in shares) | 0 | |
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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 516,757 | $ 4,614 | $ 7,719 |
Cost of revenue | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 8,737 | 213 | 443 |
Research and development | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 137,303 | 3,724 | 4,770 |
Selling, general and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 370,717 | $ 677 | $ 2,506 |
LEASES - Balance Sheet Informat
LEASES - Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 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 | $ 161,974 | $ 0 |
Operating Lease, Liability, Current | 11,056 | 0 |
Other long-term liabilities | 185,323 | 0 |
Total operating lease liabilities | 196,379 | |
Finance leases: | ||
Total finance lease assets | 10,567 | |
Finance lease liabilities, current portion | 4,183 | 0 |
Total finance lease liabilities | 6,083 | $ 0 |
Total finance lease liabilities | $ 10,266 |
LEASES - Lease Expense (Details
LEASES - Lease Expense (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Operating lease expense: | |
Operating lease expense | $ 31,097 |
Variable lease expense | 2,406 |
Finance lease expense: | |
Amortization of leased assets | 3,020 |
Interest on lease liabilities | 460 |
Total finance lease expense | 3,480 |
Total lease expense | $ 36,983 |
LEASES - Remaining Terms and Di
LEASES - Remaining Terms and Discount Rates (Details) | Dec. 31, 2021 |
Weighted-average remaining lease term (in years): | |
Operating leases | 7 years 9 months 18 days |
Finance leases | 2 years 6 months |
Weighted-average discount rate: | |
Operating leases | 10.98% |
Finance leases | 5.58% |
LEASES - Cash Flow Information
LEASES - Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Operating cash flows from operating leases | $ 10,019 | ||
Operating cash flows from finance leases (interest payments) | 460 | ||
Financing cash flows from finance leases | 3,088 | $ 0 | $ 0 |
Leased assets obtained in exchange for new operating lease liabilities | 84,078 | ||
Leased assets obtained in exchange for new finance lease liabilities | $ 9,693 |
LEASES - Lease Liability Maturi
LEASES - Lease Liability Maturity (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Leases | ||
2022 | $ 32,075 | |
2023 | 38,898 | |
2024 | 39,346 | |
2025 | 38,525 | |
2026 | 34,791 | |
Thereafter | 117,215 | |
Total minimum lease payments | 300,850 | |
Less: Interest | (104,471) | |
Total operating lease liabilities | 196,379 | |
Other current liabilities | 11,056 | $ 0 |
Long-term portion of lease obligations | 185,323 | 0 |
Finance Leases | ||
2022 | 4,628 | |
2023 | 4,275 | |
2024 | 1,674 | |
2025 | 210 | |
2026 | 196 | |
Thereafter | 0 | |
Total minimum lease payments | 10,983 | |
Less: Interest | (717) | |
Total finance lease liabilities | 10,266 | |
Less: Current portion | 4,183 | 0 |
Long-term portion of lease obligations | $ 6,083 | $ 0 |
LEASES - Minimum Lease Payments
LEASES - Minimum Lease Payments Under Prior Guidance (Details) $ in Thousands | Dec. 31, 2020USD ($) |
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 | $ 1,996 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Millions | Apr. 18, 2021lawsuit | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Loss Contingencies [Line Items] | |||
Long-term purchase commitment, period | 4 years | ||
Individual Actions | |||
Loss Contingencies [Line Items] | |||
Number of lawsuits | lawsuit | 2 | ||
Punitive Class Actions | |||
Loss Contingencies [Line Items] | |||
Number of lawsuits | lawsuit | 2 | ||
Indemnification Agreement | |||
Loss Contingencies [Line Items] | |||
Estimate of possible loss | $ | $ 30.4 | $ 15.5 | |
Capital Addition Purchase Commitments | |||
Loss Contingencies [Line Items] | |||
Contractual obligation | $ | $ 286 | $ 406.1 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Schedule of Estimated Purchase Commitment (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 201,080 |
2023 | 201,080 |
2024 | 201,080 |
2025 | 201,080 |
Total | $ 804,320 |
INCOME TAXES - Schedule of Comp
INCOME TAXES - Schedule of Components of Loss Income before Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Loss subject to domestic income taxes | $ (2,580,324) | $ (719,636) | $ (277,244) |
Income (loss) subject to foreign income taxes | 612 | 68 | (90) |
Loss before provision for (benefit from) income taxes | $ (2,579,712) | $ (719,568) | $ (277,334) |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2016 | |
Income Tax Contingency [Line Items] | |||||
Provision for (benefit from) income taxes | $ 49,000 | $ (188,000) | $ 23,000 | ||
Effective income tax rate | 0.00% | 0.00% | 0.00% | ||
Undistributed earnings of foreign subsidiaries | $ 0 | $ 0 | |||
Valuation allowance | 672,898,000 | 360,573,000 | |||
Increase valuation allowance for deferred tax assets | 312,300,000 | 185,800,000 | |||
Operating loss carryforwards, amount nullified by ownership change | $ 12,000,000 | ||||
Tax credit carryforward, amount nullified by ownership change | 15,000,000 | ||||
Net tax credit amount nullified by ownership change | $ 3,000,000 | ||||
Unrecognized tax benefits | 72,330,000 | 42,894,000 | $ 20,635,000 | $ 11,647,000 | |
Unrecognized tax benefits that would impact effective tax rate | 500,000 | $ 2,600,000 | $ 2,600,000 | ||
Unrecognized tax benefits, interest on income taxes accrued | 60,000 | ||||
Unrecognized tax benefits, income tax penalties accrued | 7,000 | ||||
Federal | |||||
Income Tax Contingency [Line Items] | |||||
Operating loss carryforwards | 2,003,000,000 | ||||
Federal | Research Tax Credit Carryforward | |||||
Income Tax Contingency [Line Items] | |||||
Tax credit carryforward, amount | 80,500,000 | ||||
State | |||||
Income Tax Contingency [Line Items] | |||||
Operating loss carryforwards | 922,700,000 | ||||
State | Research Tax Credit Carryforward | |||||
Income Tax Contingency [Line Items] | |||||
Tax credit carryforward, amount | 63,100,000 | ||||
Foreign | |||||
Income Tax Contingency [Line Items] | |||||
Operating loss carryforwards | $ 2,000,000 |
INCOME TAXES - Schedule of Co_2
INCOME TAXES - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current | |||
Federal | $ 18 | $ 0 | $ 0 |
State | 4 | 5 | 0 |
Foreign | 27 | (193) | 23 |
Total current tax expense (benefit) | 49 | (188) | 23 |
Deferred | |||
Federal | 0 | 0 | 0 |
State | 0 | 0 | 0 |
Foreign | 0 | 0 | 0 |
Total deferred tax expense (benefit) | 0 | 0 | 0 |
Total income tax expense (benefit) | $ 49 | $ (188) | $ 23 |
INCOME TAXES - Schedule of Effe
INCOME TAXES - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Statutory federal income tax rate | 21.00% | 21.00% | 21.00% |
Stock-based compensation | (2.90%) | (0.20%) | (0.20%) |
Mark-to-market adjustment | (8.50%) | (3.40%) | (1.10%) |
Nondeductible expenses | (0.30%) | (0.10%) | (0.80%) |
Tax credits | 0.70% | 2.80% | 1.90% |
Change in valuation allowance | (10.00%) | (20.10%) | (20.80%) |
Provision for income taxes | 0.00% | 0.00% | 0.00% |
INCOME TAXES - Schedule of Co_3
INCOME TAXES - Schedule of Components of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets (liabilities): | ||
Net operating loss carryforwards | $ 519,410 | $ 265,799 |
Tax credit carryforwards | 71,783 | 40,454 |
Stock-based compensation expense | 22,559 | 2,554 |
Depreciation | (20,180) | |
Depreciation | 499 | |
Accrued compensation and vacation | 3,774 | 2,498 |
Interest | 0 | 489 |
Tenant improvement allowance | 0 | 8,777 |
Accruals and reserves | 59,894 | 39,502 |
Lease Liability | 52,592 | 0 |
Right-of-use assets | (41,707) | 0 |
Other | 4,773 | 1 |
Total net deferred tax assets | 672,898 | 360,573 |
Valuation allowance | (672,898) | (360,573) |
Net deferred tax assets | 0 | 0 |
Net deferred tax assets (liabilities) | $ 0 | $ 0 |
INCOME TAXES - Schedule of Unre
INCOME TAXES - Schedule of Unrecognized Tax Benefits Roll Forward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized benefit—beginning of period | $ 42,894 | $ 20,635 | $ 11,647 |
Gross increases—prior-period tax positions | 0 | 21 | 4 |
Gross decreases—prior-period tax positions | 0 | (2) | 0 |
Gross increases—current-period tax positions | 31,336 | 22,382 | 8,995 |
Gross decrease—current-period tax positions | 0 | 0 | (11) |
Statute lapse | (1,900) | (142) | 0 |
Unrecognized benefit—end of period | $ 72,330 | $ 42,894 | $ 20,635 |
INCOME TAXES - Schedule of Reco
INCOME TAXES - Schedule of Recognized Interest Expense and Penalty Expense as Part of Income Tax Expenses in the Statements of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Interest expense | $ 0 | $ (45) | $ 16 |
Penalty expense | $ (3) | $ (20) | $ 1 |
NET LOSS PER SHARE - Basic and
NET LOSS PER SHARE - Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Net loss | $ (2,579,761) | $ (719,380) | $ (277,357) |
Deemed dividend related to the issuance of convertible preferred stock | (2,167,332) | 0 | 0 |
Net loss attributable to common stockholders | (4,747,093) | (705,596) | (269,422) |
Net loss attributable to common stockholders | $ (4,747,093) | $ (705,596) | $ (269,422) |
Weighted average shares outstanding - basic (in shares) | 740,393,759 | 24,825,944 | 20,595,229 |
Weighted average shares outstanding - diluted (in shares) | 740,393,759 | 24,825,944 | 20,595,229 |
Net loss per share - basic (in dollars per share) | $ (6.41) | $ (28.42) | $ (13.08) |
Net loss per share - diluted (in dollars per share) | $ (6.41) | $ (28.42) | $ (13.08) |
Series B | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Deemed contribution related to repurchase of convertible preferred stock | $ 0 | $ 1,000 | $ 0 |
Series C | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Deemed contribution related to repurchase of convertible preferred stock | $ 0 | $ 12,784 | $ 7,935 |
NET LOSS PER SHARE - Antidiluti
NET LOSS PER SHARE - Antidilutive Securities Excluded from Earnings per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation amount (in shares) | 177,417,887 | 1,029,381,821,000 | 573,435,179,000 |
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 | 957,159,704,000 | 502,582,535,000 |
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 | 1,546,799,000 | 1,546,799,000 |
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) | 44,350,000 | 0 | 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) | 64,119,902 | 70,675,318,000 | 69,305,845,000 |
RSUs outstanding | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation amount (in shares) | 32,210,200 | 0 | 0 |
If-converted common shares from convertible note | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation amount (in shares) | 36,737,785 | 0 | 0 |
NET LOSS PER SHARE - Narrative
NET LOSS PER SHARE - Narrative (Details) | 12 Months Ended |
Dec. 31, 2021shares | |
Restricted stock units outstanding | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Number of underlying shares contingently issuable (in shares) | 16,024,411 |
EMPLOYEE BENEFIT PLAN (Details)
EMPLOYEE BENEFIT PLAN (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Contributions employees may elect to contribute (percent) | 100.00% | ||
Company matching contribution | $ 0 | $ 0 | $ 0 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Klein | |
Related Party Transaction [Line Items] | |
Common stock, ownership percentage, more than | 5.00% |
Klein | |
Related Party Transaction [Line Items] | |
Related party transaction, amount of transaction | $ 2.3 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event installment in Thousands, $ in Billions | Feb. 27, 2022USD ($)installment |
Subsequent Event [Line Items] | |
Foreign operations agreements, estimated economic incentives, more than | $ | $ 3.4 |
Foreign operations agreements, estimated economic incentives, term | 15 years |
Foreign operation facility, estimated number of vehicles to be manufactured per year | installment | 150 |