Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 30, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-39408 | |
Entity Registrant Name | Lucid Group, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-0891392 | |
Entity Address, Address Line One | 7373 Gateway Boulevard | |
Entity Address, City or Town | Newark | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94560 | |
City Area Code | 510 | |
Local Phone Number | 648-3553 | |
Title of 12(b) Security | Class A Common Stock, $0.0001 par value per share | |
Trading Symbol | LCID | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 2,307,150,085 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Central Index Key | 0001811210 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 2,169,489 | $ 1,369,947 |
Short-term investments | 1,824,900 | 2,489,798 |
Accounts receivable, net (including $84,884 and $35,526 from a related party as of March 31, 2024 and December 31, 2023, respectively) | 126,930 | 51,822 |
Inventory | 565,653 | 696,236 |
Prepaid expenses | 72,135 | 69,682 |
Other current assets | 74,890 | 79,670 |
Total current assets | 4,833,997 | 4,757,155 |
Property, plant and equipment, net | 2,971,601 | 2,810,867 |
Right-of-use assets | 217,699 | 221,508 |
Long-term investments | 627,591 | 461,029 |
Other noncurrent assets | 185,352 | 180,626 |
Investments in equity securities of a related party | 60,801 | 81,533 |
TOTAL ASSETS | 8,897,041 | 8,512,718 |
Current liabilities: | ||
Accounts payable | 101,489 | 108,724 |
Accrued compensation | 100,641 | 92,494 |
Finance lease liabilities, current portion | 7,548 | 8,202 |
Other current liabilities (including $99,201 and $92,258 associated with related parties as of March 31, 2024 and December 31, 2023, respectively) | 827,041 | 798,990 |
Total current liabilities | 1,036,719 | 1,008,410 |
Finance lease liabilities, net of current portion | 75,807 | 77,653 |
Common stock warrant liability | 26,610 | 53,664 |
Long-term debt | 1,998,251 | 1,996,960 |
Other long-term liabilities (including $163,424 and $178,311 associated with related parties as of March 31, 2024 and December 31, 2023, respectively) | 525,914 | 524,339 |
Derivative liability (Note 8 and Note $16 ) | 497,100 | 0 |
Total liabilities | 4,160,401 | 3,661,026 |
Commitments and contingencies (Note 12) | ||
REDEEMABLE CONVERTIBLE PREFERRED STOCK | ||
Redeemable convertible preferred stock, par value $0.0001; 10,000,000 shares authorized as of March 31, 2024 and December 31, 2023; 100,000 and 0 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively (Note 8 and Note 16) | 504,450 | 0 |
STOCKHOLDERS’ EQUITY | ||
Common stock, par value $0.0001; 15,000,000,000 shares authorized as of March 31, 2024 and December 31, 2023; 2,307,786,638 and 2,300,111,489 shares issued and 2,306,928,813 and 2,299,253,664 shares outstanding as of March 31, 2024 and December 31, 2023, respectively | 231 | 230 |
Additional paid-in capital | 15,134,686 | 15,066,080 |
Treasury stock, at cost, 857,825 shares at March 31, 2024 and December 31, 2023 | (20,716) | (20,716) |
Accumulated other comprehensive income (loss) | (2,400) | 4,850 |
Accumulated deficit | (10,879,611) | (10,198,752) |
Total stockholders’ equity | 4,232,190 | 4,851,692 |
TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY | $ 8,897,041 | $ 8,512,718 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Accounts receivable, net | $ 126,930 | $ 51,822 |
Other current liabilities | 827,041 | 798,990 |
Other long-term liabilities | $ 525,914 | $ 524,339 |
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized (in shares) | 10,000,000 | |
Convertible preferred stock, shares issued (in shares) | 100,000 | 0 |
Convertible preferred stock, shares outstanding (in shares) | 100,000 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 15,000,000,000 | 15,000,000,000 |
Common stock, shares issued (in shares) | 2,307,786,638 | 2,300,111,489 |
Common stock, shares outstanding (in shares) | 2,306,928,813 | 2,299,253,664 |
Treasury stock (in shares) | 857,825 | 857,825 |
Related Party | ||
Accounts receivable, net | $ 84,884 | $ 35,526 |
Other current liabilities | 99,201 | 92,258 |
Other long-term liabilities | $ 163,424 | $ 178,311 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenue (including $51,366 and $0 revenue from a related party for three months ended March 31, 2024 and 2023, respectively) | $ 172,740,000 | $ 149,432,000 |
Costs and expenses | ||
Cost of revenue | 404,796,000 | 500,524,000 |
Research and development | 284,627,000 | 229,803,000 |
Selling, general and administrative | 213,232,000 | 168,770,000 |
Restructuring charges | 0 | 22,496,000 |
Total cost and expenses | 902,655,000 | 921,593,000 |
Loss from operations | (729,915,000) | (772,161,000) |
Other income (expense), net | ||
Change in fair value of common stock warrant liability | 27,054,000 | (40,802,000) |
Change in fair value of equity securities of a related party | (19,933,000) | 0 |
Interest income | 50,631,000 | 40,005,000 |
Interest expense | (7,501,000) | (7,108,000) |
Other income (expense), net | (1,007,000) | 667,000 |
Total other income (expense), net | 49,244,000 | (7,238,000) |
Loss before provision for income taxes | (680,671,000) | (779,399,000) |
Provision for income taxes | (188,000) | (129,000) |
Net loss | (680,859,000) | (779,528,000) |
Accretion of redeemable convertible preferred stock (Note 8) | (3,901,000) | 0 |
Net loss attributable to common stockholders, basic | (684,760,000) | (779,528,000) |
Net loss attributable to common stockholders, diluted | $ (684,760,000) | $ (779,528,000) |
Weighted average shares outstanding attributable to common stockholders, basic (in shares) | 2,301,870,644 | 1,831,725,009 |
Weighted average shares outstanding attributable to common stockholders, diluted (in shares) | 2,301,870,644 | 1,831,725,009 |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.30) | $ (0.43) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.30) | $ (0.43) |
Other comprehensive income (loss) | ||
Net unrealized gains (losses) on investments, net of tax | $ (3,262,000) | $ 4,035,000 |
Foreign currency translation adjustments | (3,988,000) | 0 |
Total other comprehensive income (loss) | (7,250,000) | 4,035,000 |
Comprehensive loss | (688,109,000) | (775,493,000) |
Accretion of redeemable convertible preferred stock (Note 8) | 3,901,000 | 0 |
Comprehensive loss attributable to common stockholders | $ (692,010,000) | $ (775,493,000) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenues | $ 172,740 | $ 149,432 |
Related Party | ||
Revenues | $ 51,366 | $ 0 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Redeemable Convertible Preferred Stock | Common Stock | Additional Paid-In Capital | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2022 | 1,829,314,736 | ||||||
Beginning balance at Dec. 31, 2022 | $ 4,349,701 | $ 183 | $ 11,752,138 | $ (20,716) | $ (11,572) | $ (7,370,332) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (779,528) | (779,528) | |||||
Other comprehensive income (loss) | 4,035 | 4,035 | |||||
Tax withholding payments for net settlement of employee awards | (6,499) | (6,499) | |||||
Issuance of common stock upon vesting of employee RSUs (in shares) | 1,870,073 | ||||||
Issuance of common stock upon exercise of stock options (in shares) | 2,200,365 | ||||||
Issuance of common stock upon exercise of stock options | 2,181 | 2,181 | |||||
Stock-based compensation | 61,961 | 61,961 | |||||
Ending balance (in shares) at Mar. 31, 2023 | 1,833,385,174 | ||||||
Ending balance at Mar. 31, 2023 | $ 3,631,851 | $ 183 | 11,809,781 | (20,716) | (7,537) | (8,149,860) | |
Beginning balance (in shares) at Dec. 31, 2023 | 0 | 0 | |||||
Beginning balance at Dec. 31, 2023 | $ 0 | $ 0 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Issuance of redeemable convertible preferred stock, net of derivative liability and issuance costs (in shares) | 100,000 | ||||||
Issuance of redeemable convertible preferred stock, net of derivative liability and issuance costs | $ 500,549 | ||||||
Accretion of redeemable convertible preferred stock | $ 3,901 | ||||||
Ending balance (in shares) at Mar. 31, 2024 | 100,000 | 100,000 | |||||
Ending balance at Mar. 31, 2024 | $ 504,450 | $ 504,450 | |||||
Beginning balance (in shares) at Dec. 31, 2023 | 2,299,253,664 | 2,299,253,664 | |||||
Beginning balance at Dec. 31, 2023 | $ 4,851,692 | $ 230 | 15,066,080 | (20,716) | 4,850 | (10,198,752) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (680,859) | (680,859) | |||||
Other comprehensive income (loss) | (7,250) | (7,250) | |||||
Tax withholding payments for net settlement of employee awards | (3,242) | (3,242) | |||||
Issuance of common stock upon vesting of employee RSUs (in shares) | 6,259,851 | ||||||
Issuance of common stock upon vesting of employee RSUs | $ 0 | $ 1 | (1) | ||||
Issuance of common stock upon exercise of stock options (in shares) | 1,415,298 | 1,415,298 | |||||
Issuance of common stock upon exercise of stock options | $ 1,525 | 1,525 | |||||
Accretion of redeemable convertible preferred stock | (3,901) | (3,901) | |||||
Stock-based compensation | $ 74,225 | 74,225 | |||||
Ending balance (in shares) at Mar. 31, 2024 | 2,306,928,813 | 2,306,928,813 | |||||
Ending balance at Mar. 31, 2024 | $ 4,232,190 | $ 231 | $ 15,134,686 | $ (20,716) | $ (2,400) | $ (10,879,611) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (680,859) | $ (779,528) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 68,838 | 49,838 |
Amortization of insurance premium | 8,589 | 10,263 |
Non-cash operating lease cost | 7,469 | 5,830 |
Stock-based compensation | 63,696 | 53,819 |
Inventory and firm purchase commitments write-downs | 132,298 | 227,048 |
Change in fair value of common stock warrant liability | (27,054) | 40,802 |
Net accretion of investment discounts/premiums | (21,304) | (21,395) |
Change in fair value of equity securities of a related party | 19,933 | 0 |
Other non-cash items | (1,255) | 2,345 |
Changes in operating assets and liabilities: | ||
Accounts receivable (including $(49,358) and $0 from a related party for the three months ended March 31, 2024 and 2023, respectively) | (75,196) | 17,009 |
Inventory | (21,002) | (354,154) |
Prepaid expenses | (11,042) | (9,082) |
Other current assets | 3,914 | 22,193 |
Other noncurrent assets | (4,369) | (27,337) |
Accounts payable | (3,533) | (66,174) |
Accrued compensation | 8,147 | 21,545 |
Other current liabilities | (3,040) | 1,374 |
Other long-term liabilities | 19,025 | 4,340 |
Net cash used in operating activities | (516,745) | (801,264) |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment (including $(6,026) and $(20,421) from a related party for the three months ended March 31, 2024 and 2023, respectively) | (198,197) | (241,770) |
Purchases of investments | (514,548) | (842,538) |
Proceeds from maturities of investments | 1,030,291 | 1,041,151 |
Proceeds from sale of investments | 0 | 13,244 |
Other investing activities | 0 | 1,197 |
Net cash provided by (used in) investing activities | 317,546 | (28,716) |
Cash flows from financing activities: | ||
Payment for finance lease liabilities | (1,081) | (1,427) |
Proceeds from exercise of stock options | 1,525 | 2,181 |
Proceeds from issuance of redeemable convertible preferred stock to a related party | 1,000,000 | 0 |
Tax withholding payments for net settlement of employee awards | (3,242) | (6,499) |
Net cash provided by (used in) financing activities | 997,202 | (5,745) |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 798,003 | (835,725) |
Beginning cash, cash equivalents, and restricted cash | 1,371,507 | 1,737,320 |
Ending cash, cash equivalents, and restricted cash | 2,169,510 | 901,595 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest, net of amounts capitalized | 1,031 | 857 |
Cash paid for taxes | 9 | 0 |
Supplemental disclosure of non-cash investing and financing activity: | ||
Increases (decreases) in purchases of property, plant and equipment included in accounts payable and other current liabilities | 40,464 | (19,812) |
Property, plant and equipment and right-of-use assets obtained through leases | $ 4,327 | $ 3,862 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Accounts receivable | $ (75,196) | $ 17,009 |
Purchases of property, plant and equipment | (198,197) | (241,770) |
Related Party | ||
Accounts receivable | (49,358) | 0 |
Purchases of property, plant and equipment | $ (6,026) | $ (20,421) |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | DESCRIPTION OF BUSINESS Overview Lucid Group, Inc. (“Lucid”) is a technology company focused on designing, developing, manufacturing, and selling the next generation of electric vehicles (“EV”), EV powertrains and battery systems. Throughout the notes to the condensed consolidated financial statements, unless otherwise noted, the “Company,” “we,” “us” or “our” and similar terms refer to Legacy Lucid and its subsidiaries prior to the consummation of the Merger, and Lucid and its subsidiaries after the consummation of the Merger. Liquidity The Company devotes its efforts to business planning, selling and servicing of vehicles, providing technology access, research and development, construction and expansion of manufacturing facilities, expansion of retail studios and service center capacities, recruiting of management and technical staff, acquiring operating assets, and raising capital. From inception through March 31, 2024, the Company has incurred operating losses and negative cash flows from operating activities. For the three months ended March 31, 2024 and 2023, the Company has incurred net losses of $680.9 million and $779.5 million, respectively. The Company had an accumulated deficit of $10.9 billion as of March 31, 2024. The Company completed the first phase of the construction of its Advanced Manufacturing Plant-1 in Casa Grande, Arizona (“AMP-1”) in 2021, transitioned general assembly to the AMP-1 phase 2 manufacturing facility and completed the semi knocked-down (“SKD”) portion of its Advanced Manufacturing Plant-2 in Saudi Arabia (“AMP-2”) in September 2023. The Company began commercial production of its first vehicle, the Lucid Air, in September 2021 and delivered its first vehicles in late October 2021. The Company continues to expand AMP-1, construct the completely-built-up (“CBU”) portion of AMP-2, and build a network of retail sales and service locations. The Company has plans for continued development of additional vehicle model types for future release. The aforementioned activities will require considerable capital, which is above and beyond the expected cash inflows from the initial sales of the Lucid Air. As such, the future operating plan involves considerable risk if secure funding sources are not identified and confirmed. The Company’s existing sources of liquidity include cash, cash equivalents, investments, credit facilities, and issuance of convertible preferred stock. Historically, the Company funded operations primarily with issuances of common stock, and convertible notes. In 2022, the Company entered into a loan agreement with the Saudi Industrial Development Fund (“SIDF”) with an aggregate principal amount of up to approximately $1.4 billion, a five-year senior secured asset-based revolving credit facility (“ABL Credit Facility”) with an initial aggregate principal commitment amount of up to $1.0 billion and revolving credit facilities (the “GIB Facility Agreement”) with Gulf International Bank (“GIB”) in an aggregate principal amount of approximately $266.1 million. The GIB Facility Agreement provided for two committed revolving credit facilities, of which $173.0 million was available as a bridge financing (the “Bridge Facility”) and $93.1 million was for general corporate purposes (the “Working Capital Facility”). In March 2023, the Company amended the GIB Facility Agreement (together with the GIB Facility Agreement, the “Amended GIB Facility Agreement”) to combine the Bridge Facility and the Working Capital Facility into a committed $266.6 million revolving credit facility (the “GIB Credit Facility”), which will bear interest at a rate of 1.40% per annum over SAIBOR (based on the term of borrowing) and associated fees. See Note 6 “Debt” for more information. On November 8, 2022, the Company entered into an equity distribution agreement (the “Equity Distribution Agreement”) with BofA Securities, Inc., Barclays Capital Inc. and Citigroup Global Markets Inc., under which the Company could offer and sell shares of its common stock having an aggregate offering price up to $600.0 million (the “At-the-Market Offering”). On November 8, 2022, the Company also entered into a subscription agreement (the “2022 Subscription Agreement”) with Ayar Third Investment Company, the controlling stockholder of the Company (“Ayar”), pursuant to which Ayar agreed to purchase from the Company, up to $915.0 million of shares of its common stock in one or more private placements through March 31, 2023. In December 2022, the Company completed its At-the-Market Offering program pursuant to the Equity Distribution Agreement for net proceeds of $594.3 million after deducting commissions and other issuance costs and also consummated a private placement of shares to Ayar pursuant to the 2022 Subscription Agreement for $915.0 million. No shares remain available for sale under the Equity Distribution Agreement. On May 31, 2023, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc. (the “Underwriter”), under which the Underwriter agreed to purchase from the Company shares of the Company’s common stock in a public offering for aggregate net proceeds to the Company of $1.2 billion. On May 31, 2023, the Company also entered into a subscription agreement (the “2023 Subscription Agreement”) with Ayar, pursuant to which Ayar agreed to purchase from the Company shares of the Company’s common stock in a private placement for aggregate net proceeds of $1.8 billion. In June 2023, the Company completed the public offering pursuant to the Underwriting Agreement for aggregate net proceeds of $1.2 billion and also consummated the private placement to Ayar pursuant to the 2023 Subscription Agreement for aggregate net proceeds of $1.8 billion. See Note 16 “Related Party Transactions” for more information. On March 24, 2024, the Company entered into a subscription agreement (the “2024 Subscription Agreement”) with Ayar. Pursuant to the 2024 Subscription Agreement, Ayar agreed to purchase from the Company 100,000 shares of its Series A Convertible Preferred Stock, par value $0.0001 per share (the “Redeemable Convertible Preferred Stock”), for an aggregate purchase price of $1.0 billion in a private placement. On March 29, 2024, the Company issued the shares to Ayar pursuant to the 2024 Subscription Agreement and received aggregate gross proceeds of $1.0 billion. The Redeemable Convertible Preferred Stock is convertible at the option of the holder (i) at any time the closing price per share of the common stock on the trading date immediately preceding the date on which the holder delivers the relevant notice of conversion is at least a certain price threshold as noted in the Certificate of Designations of Convertible Preferred Stock of the Company (the “Certificate of Designations”) or (ii) during specified periods preceding a fundamental change or optional redemption by the Company under the terms of the Redeemable Convertible Preferred Stock. See Note 8 “Redeemable Convertible Preferred Stock” for more information. Certain Significant Risks and Uncertainties The Company’s current business activities consist of (i) generating sales from the deliveries and service of vehicles, (ii) research and development efforts to design, engineer and develop high-performance fully electric vehicles and advanced electric vehicle powertrain components, including battery pack systems, (iii) further construction of AMP-1 phase 2 in Casa Grande, Arizona, (iv) construction of the CBU portion of AMP-2 in Saudi Arabia, (v) expansion of its retail studios and service centers capabilities throughout North America and across the globe, and (vi) providing its technology access to third parties. The Company is subject to the risks associated with such activities, including the need to further develop its technology, its marketing, and distribution channels; further develop its supply chain and manufacturing; and hire additional management and other key employees. Successful completion of the Company’s development program and, ultimately, the attainment of profitable operations are dependent upon future events, including our ability to access potential markets, and secure long-term financing. The Company participates in a dynamic high-technology industry. Changes in any of the following areas could have a material adverse impact on the Company’s future financial position, results of operations, and/or cash flows: changes in the overall demand for its products and services; advances and trends in new technologies; competitive pressures; acceptance of the Company’s products and services; litigation or claims against the Company based on intellectual property (including patents), regulatory, or other factors; and the Company’s ability to attract and retain employees necessary to support its business operations. A global economic recession or other downturn, whether due to inflation, global conflicts or other geopolitical events, public health crises, interest rate increases or other policy actions by major central banks, government closures of banks and liquidity concerns at other financial institutions, or other factors, may have an adverse impact on the Company’s business, prospects, financial condition and results of operations. Adverse economic conditions as well as uncertainty about the current and future global economic conditions may cause the Company’s customers to defer purchases or cancel their orders in response to higher interest rates, availability of consumer credit, decreased cash availability, fluctuations in foreign currency exchange rates, and weakened consumer confidence. Reduced demand for the Company’s products may result in significant decreases in product sales, which in turn would have a material adverse impact on the Company’s business, prospects, financial condition and results of operations. Because of the Company’s premium brand positioning and pricing, an economic downturn is likely to have a heightened adverse effect on the Company compared to many of its electric vehicle and traditional automotive industry competitors, to the extent that consumer demand for luxury goods is reduced in favor of lower-priced alternatives. In addition, any economic recession or other downturn could also cause logistical challenges and other operational risks if any of the Company’s suppliers, sub-suppliers or partners become insolvent or are otherwise unable to continue their operations, fulfill their obligations to the Company, or meet the Company’s future demand. In addition, the deterioration of conditions in the broad financing markets may limit the Company’s ability to obtain external financing to fund its operations and capital expenditures on terms favorable to the Company, if at all. See “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q (the “Quarterly Report”) for more information regarding risks associated with a global economic recession, including under the caption “ A global economic recession, government closures of banks and liquidity concerns at other financial institutions, or other downturn may have a material adverse impact on our business, prospects, results of operations and financial condition . ” In the current circumstances, any impact on the Company’s financial condition, results of operations or cash flows in the future continues to be difficult to estimate and predict, as it depends on future events that are highly uncertain and cannot be predicted with accuracy. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements included herein have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Form 10-K filed with the SEC on February 27, 2024. In management’s opinion, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2024 and the results of operations for the three months ended March 31, 2024 and 2023. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the full year ending December 31, 2024 or any other future interim or annual period. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Significant estimates, assumptions and judgments made by management include, among others, inventory valuation, warranty reserve, useful lives of property, plant and equipment, fair value of common stock warrants, fair value of derivative liability, estimates of residual value guarantee (“RVG”) liability, deferred revenue related to technology access fees and over-the-air (“OTA”) software updates, sales return reserves, assumptions used to measure stock-based compensation expense, and estimated incremental borrowing rates for assessing operating and finance leases. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. Reclassifications Certain prior-period amounts have been reclassified in the accompanying condensed consolidated financial statements and notes thereto in order to conform to the current period presentation. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents. Restricted cash in other current assets is primarily related to letters of credit issued to the landlords for certain of the Company’s leased facilities. The following table provides a reconciliation of cash, cash equivalents, and restricted cash to amounts shown in the statements of cash flows (in thousands): March 31, 2024 December 31, 2023 Cash and cash equivalents $ 2,169,489 $ 1,369,947 Restricted cash included in other current assets 21 1,560 Total cash, cash equivalents, and restricted cash $ 2,169,510 $ 1,371,507 Accounts Receivable, Net Accounts receivable consist of receivables from our customers and from financial institutions offering financing products to our customers for the sale of vehicles, sales of powertrain kits and services. The Company provides an allowance against accounts receivable for any potential uncollectible amounts. The Company recorded immaterial allowance for uncollectible amounts as of March 31, 2024 and December 31, 2023. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents, investments and accounts receivable. The Company places its cash primarily with domestic financial institutions that are federally insured within statutory limits, but its deposits exceed federally insured limits. As of March 31, 2024 and December 31, 2023, accounts receivables from the EV purchase agreement with the Government of Saudi Arabia, a related party of PIF, which is an affiliate of Ayar, as represented by the Ministry of Finance (the “EV Purchase Agreement”), represented 66.9% and 68.5% of the total accounts receivable balance, respectively. See Note 16 “Related Party Transactions” for more information. Concentration of Supply Risk The Company is dependent on its suppliers, the majority of which are single-source suppliers, and the inability of these suppliers to deliver necessary components of its products according to the schedule and at prices, quality levels and volumes acceptable to the Company, or its inability to efficiently manage these components, could have a material adverse effect on the Company’s results of operations and financial condition. Revenue from Contracts with Customers Vehicle Sales Vehicle Sales without Residual Value Guarantee Vehicle sales revenue is generated from the sale of electric vehicles to customers. There are two performance obligations identified in vehicle sale arrangements. These are the vehicle including an onboard advanced driver assistance system (“ADAS”), and the right to unspecified OTA software updates to be provided as and when available over the term of the basic vehicle warranty, which is generally 4 years. Payment is typically received at the time of delivery or shortly after delivery of the vehicle to the customer, except for vehicle sales under the EV Purchase Agreement. The Company recognizes revenue related to the vehicle when the customer obtains control of the vehicle which occurs at a point in time either upon completion of delivery to the agreed upon delivery location or upon pick up of the vehicle by the customer. As the unspecified OTA software updates are provided when-and-if they become available, revenue related to OTA software updates is recognized ratably over the basic vehicle warranty term, commencing when control of the vehicle is transferred to the customer. At the time of revenue recognition, the Company reduces the transaction price and records a sales return reserve against revenue for estimated variable consideration related to future product returns. Return rate estimates are based on historical experience and sales return reserve balance was not material as of March 31, 2024 and December 31, 2023. Vehicle Sales with Residual Value Guarantee The Company provides an RVG to its commercial banking partner in connection with its vehicle leasing program. Vehicle sales with RVG totaled $89.5 million and $18.7 million during the three months ended March 31, 2024 and 2023, respectively. Under the vehicle leasing program, the Company generally receives payment for the vehicle sales price at the time of delivery or shortly after the delivery. The Company recognizes revenue when control transfers upon delivery when the consumer-lessee takes physical possession of the vehicle, and bifurcates the RVG at fair value and accounts for it as a guarantee liability. The remaining amount of the transaction price is allocated among the performance obligations, including the vehicle, the right to unspecified OTA software updates and remarketing activities, in proportion to the standalone selling price of the Company’s performance obligations. The guarantee liability represents the estimated amount the Company expects to pay at the end of the lease term. The Company is released from residual risk upon either expiration or settlement of the RVG. The Company evaluates variables such as third-party residual value publications, risk of future price deterioration due to changes in market conditions and reconditioning costs to determine the estimated residual value guarantee liability. The RVG liabilities were not material as of March 31, 2024 and December 31, 2023. As of March 31, 2024 and December 31, 2023, the Company recorded $33.4 million and $28.7 million of total deferred revenue primarily related to OTA and remarketing activities for vehicle sales, respectively. The Company recorded $9.0 million and $7.7 million of the total deferred revenue within other current liabilities and the remaining $24.4 million and $21.0 million within other long-term liabilities in the condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023, respectively. Revenue recognized during the three months ended March 31, 2024 and 2023 from the prior period deferred revenue balances was not material. Other Other consists of revenue from non-warranty after-sales vehicle services, sales of battery pack systems, powertrain kits, retail merchandise, and regulatory credits. The disaggregation of the Company’s revenue by geographic area based on the sales location of vehicles was as follows (in thousands): Three Months Ended March 31, 2024 2023 North America $ 114,756 $ 148,762 Middle East 54,582 668 Other international 3,402 2 Total Revenue $ 172,740 $ 149,432 Redeemable Convertible Preferred Stock Accounting for the Redeemable Convertible Preferred Stock requires an evaluation to determine if liability classification is required under ASC 480-10. Liability classification is required for freestanding financial instruments that are (1) subject to an unconditional obligation requiring the issuer to redeem the instrument by transferring assets, such as those that are mandatorily redeemable, (2) instruments other than equity shares that embody an obligation of the issuer to repurchase its equity shares, or (3) certain types of instruments that obligate the issuer to issue a variable number of equity shares. Securities that do not meet the scoping criteria to be classified as a liability under ASC 480 are subject to redeemable equity guidance, which prescribes securities that may be subject to redemption upon an event not solely within the Company’s control to be classified as temporary equity. Securities classified in temporary equity are initially measured at the proceeds received, net of issuance costs and excluding the fair value of bifurcated embedded derivatives, if any. Subsequent measurement of the carrying value of the Redeemable Convertible Preferred Stock is required as the instrument is probable of becoming redeemable. The Company accretes the Redeemable Convertible Preferred Stock to its redemption value. In certain circumstances, the redemption price may vary based on changes in stock price, in which case the Company will recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the then current maximum redemption value at the end of each reporting period. Derivative Liability The Company evaluates all of its financial instruments, including convertible notes and redeemable convertible preferred stock, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company applies significant judgment to identify and evaluate complex terms and conditions in these contracts and agreements to determine whether embedded derivatives exist. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract. Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the condensed consolidated statements of operations and comprehensive loss at each reporting period end. Bifurcated embedded derivatives are classified as a separate asset or liability in the condensed consolidated balance sheet. The Company’s derivative liability is related to the conversion features embedded in the Redeemable Convertible Preferred Stock. See Note 8 “Redeemable Convertible Preferred Stock” for more information. Except for the policies described above, there have been no significant changes to accounting policies during the three months ended March 31, 2024. Recently Issued Accounting Pronouncements Not Yet Adopted In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires incremental segment information disclosure on an annual and interim basis. This amendment includes disclosure of significant segment expenses which are regularly provided to the CODM and included within each reported measure of segment profit or loss; other segment items by reportable segment and a description of its composition; reportable segment’s profit or loss and assets; additional measures of segment profit or loss if the CODM uses more than one measure of a segment’s profit or loss in assessing segment performance, and the title and position of the entity’s CODM and how the CODM uses the reported measures of segment profit or loss in assessing segment performance and determining resource allocation. The Company with a single reportable segment is required to provide all the disclosures from this amendment. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted, and should be applied retrospectively. The Company is evaluating the impact of this amendment to the related financial statement disclosures and expects to adopt them for the year ended December 31, 2024. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires incremental annual income tax disclosures. This amendment includes disclosures of specific categories in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold; income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes, and also disaggregated by individual jurisdictions that meet a quantitative threshold; income (or loss) from continuing operations before income tax expenses (or benefit) disaggregated between domestic and foreign; and income tax expense (or benefit) from continuing operations disaggregated by federal, state and foreign. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted and should be applied prospectively (with retrospective application permitted). The Company is evaluating the impact of this amendment to the related financial statement disclosures. In March 2024, the SEC issued its final rule that requires certain climate-related disclosures in annual reports, including governance, oversight, and risk management processes on material climate-related risks; material impact of climate risks on the Company’s strategy, business model, and outlook; material climate targets and goals; and material financial statements impacts due to severe weather events and other natural conditions. This SEC rule provides phased effective dates, starting with fiscal years beginning on or after January 1, 2025. The Company is evaluating the impact of this rule on its annual reports. 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. |
RESTRUCTURING
RESTRUCTURING | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING | RESTRUCTURING On March 28, 2023, the Company announced a restructuring plan (the “Restructuring Plan”) intended to reduce operating expenses in response to evolving business needs and productivity improvement through a reduction in workforce. The Company completed the Restructuring Plan in 2024. During the three months ended March 31, 2024 and 2023, the Company recorded charges of nil and $22.5 million, respectively, related to severance payments, employee benefits, employee transition and stock-based compensation, net of a reversal of previously recognized stock-based compensation expense. These charges were recorded within restructuring charges in the condensed consolidated statements of operations and comprehensive loss. A summary of restructuring liabilities associated with the Restructuring Plan was as follows (in thousands): Three Months Ended March 31, 2024 2023 Restructuring liabilities - beginning of period $ 54 $ — Restructuring charges excluding non-cash items (1) — 23,939 Cash payments (54) — Restructuring liabilities - end of period $ — $ 23,939 (1) Excluded non-cash items of $1.4 million for the three months ended March 31, 2023, which was net of accelerated stock-based compensation expense of $3.4 million and a reversal of $4.8 million related to previously recognized stock-based compensation expenses for unvested restricted stock awards. |
BALANCE SHEETS COMPONENTS
BALANCE SHEETS COMPONENTS | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BALANCE SHEETS COMPONENTS | BALANCE SHEETS COMPONENTS Inventory Inventory as of March 31, 2024 and December 31, 2023 was as follows (in thousands): March 31, December 31, Raw materials $ 147,156 $ 210,283 Work in progress 57,902 53,227 Finished goods 360,595 432,726 Total Inventory $ 565,653 $ 696,236 Inventory as of March 31, 2024 and December 31, 2023 was comprised of raw materials, work in progress related to the production of vehicles for sale and SKD units for final assembly in Saudi Arabia, and finished goods inventory including new vehicles available for sale, vehicles in transit to fulfill customer orders, and internally used vehicles which the Company intends to sell. During the three months ended March 31, 2024 and 2023, the Company recorded write-downs of $137.8 million and $227.0 million to reduce its inventories to its net realizable values and for any excess or obsolete inventories, as well as losses from firm purchase commitments, respectively. Property, plant and equipment, net Property, plant and equipment, net as of March 31, 2024 and December 31, 2023 was as follows (in thousands): March 31, December 31, Land and land improvements $ 69,718 $ 69,718 Building and improvements (1) 602,772 576,097 Machinery, tooling and vehicles (2) 1,076,742 1,045,485 Computer equipment and software 81,559 74,336 Leasehold improvements 235,271 221,619 Furniture and fixtures 46,287 45,315 Finance leases 91,182 94,285 Construction in progress 1,334,675 1,185,413 Total Property, plant and equipment 3,538,206 3,312,268 Less accumulated depreciation and amortization (566,605) (501,401) Property, plant and equipment, net $ 2,971,601 $ 2,810,867 (1) As of March 31, 2024 and December 31, 2023, $123.1 million and $120.2 million of capital expenditure support received from Ministry of Investment of Saudi Arabia (“MISA”) was primarily recorded as a deduction to the AMP-2 building balance, respectively. See Note 16 “Related Party Transactions” for more information. (2) Included $34.8 million and $32.5 million of service loaner vehicles as of March 31, 2024 and December 31, 2023, respectively. Construction in progress represents the costs incurred in connection with the construction of buildings or new additions to the Company’s plant facilities including tooling, which is with outside vendors. Costs classified as construction in progress include all costs of obtaining the asset, installation of the asset, and bringing it to the location and the condition necessary for its intended use. No depreciation is provided for construction in progress until such time as the asset is completed and is ready for its intended use. Construction in progress consisted of the following (in thousands): March 31, December 31, Machinery and tooling $ 846,452 $ 728,751 Construction of AMP-1 and AMP-2 (1) 466,077 430,878 Leasehold improvements 22,146 25,784 Total construction in progress $ 1,334,675 $ 1,185,413 (1) As of March 31, 2024 and December 31, 2023, $24.3 million and $12.1 million, of capital expenditure support received from MISA was recorded primarily as a deduction to the AMP-2 facility construction in progress balance, respectively. See Note 16 “Related Party Transactions” for more information. Depreciation and amortization expense was $68.8 million and $49.8 million for the three months ended March 31, 2024 and 2023, respectively. The amount of interest capitalized on construction in progress related to significant capital asset construction was $3.0 million and $1.8 million for the three months ended March 31, 2024 and 2023, respectively. Other current liabilities Other current liabilities as of March 31, 2024 and December 31, 2023 were as follows (in thousands): March 31, December 31, Engineering, design, and testing accrual $ 45,825 $ 42,176 Construction in progress 177,989 156,414 Accrued purchases (1) 43,414 44,957 Retail leasehold improvements accrual 4,498 6,005 Third-party services accrual 38,911 41,478 Tooling liability 75,308 49,925 Short-term borrowings 72,524 72,533 Operating lease liabilities, current portion 30,258 28,431 Reserve for loss on firm inventory purchase commitments 118,927 143,566 Accrued warranty 13,470 22,677 Other current liabilities 205,917 190,828 Total other current liabilities $ 827,041 $ 798,990 (1) Primarily represent accruals for inventory related purchases and transportation charges that had not been invoiced. Other long-term liabilities Other long-term liabilities as of March 31, 2024 and December 31, 2023 were as follows (in thousands): March 31, December 31, Operating lease liabilities, net of current portion $ 239,081 $ 244,122 Other long-term liabilities (1)(2) 286,833 280,217 Total other long-term liabilities $ 525,914 $ 524,339 (1) As of March 31, 2024 and December 31, 2023, $47.4 million and $62.5 million of capital expenditure support received from MISA was recorded as deferred liability within other long-term liabilities in the condensed consolidated balance sheets, respectively. See Note 16 “Related Party Transactions” for more information. (2) As of March 31, 2024 and December 31, 2023, $107.8 million of deferred revenue was recorded within other long-term liabilities in the condensed consolidated balance sheets, in connection with the strategic technology and supply arrangement, and integration and supply arrangements with Aston Martin Lagonda Global Holdings plc (together with its subsidiaries, “Aston Martin”). See Note 16 “Related Party Transactions” for more information. Accrued warranty Accrued warranty activities consisted of the following (in thousands): Three Months Ended March 31, 2024 2023 Accrued warranty - beginning of period (2) $ 46,076 $ 22,949 Warranty costs incurred (18,068) (8,260) Provision for warranty (1) 20,155 11,186 Accrued warranty - end of period (2) $ 48,163 $ 25,875 (1) Provision for warranty for the three months ended March 31, 2024 and 2023 included estimated costs related to the recalls identified and/or special campaigns to repair or replace items under warranties. (2) Accrued warranty balance of $13.5 million and $22.7 million, respectively, was recorded within other current liabilities, and $34.7 million and $23.4 million, respectively, was recorded within other long-term liabilities, in the condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023. |
FAIR VALUE MEASUREMENTS AND FIN
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS | FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS The accounting standard for fair value measurements provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. Fair value is defined as the price that would be received for an asset or the “exit price” that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between independent market participants on the measurement date. The Company measures financial assets and liabilities at fair value at each reporting period using a fair value hierarchy, which requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. This hierarchy prioritizes the inputs into three broad levels as follows: • Level 1 —Quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2 —Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 —Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. Factors used to develop the estimated fair value are unobservable inputs that are not supported by market activity. The sensitivity of the fair value measurement to changes in unobservable inputs may result in a significantly higher or lower measurement. Cash, cash equivalents and investments are reported at their respective fair values on the Company’s condensed consolidated balance sheets. The Company’s short-term and long-term investments are classified as available-for-sale securities. The following table sets forth the Company’s financial assets subject to fair value measurements on a recurring basis by level within the fair value hierarchy as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 Reported As: Amortized cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and cash equivalents Short-Term Investments Long-Term Investments Cash $ 1,388,590 $ — $ — $ 1,388,590 $ 1,388,590 $ — $ — Level 1: Money market funds 638,232 — — 638,232 638,232 — — U.S. Treasury securities 1,798,047 408 (2,627) 1,795,828 92,667 1,219,989 483,172 Subtotal 2,436,279 408 (2,627) 2,434,060 730,899 1,219,989 483,172 Level 2: Certificates of deposit 67,899 50 (13) 67,936 — 67,936 — Time deposits 100,000 — — 100,000 50,000 50,000 — Commercial paper 171,352 24 (17) 171,359 — 171,359 — Corporate debt securities 460,025 451 (441) 460,035 — 315,616 144,419 Subtotal 799,276 525 (471) 799,330 50,000 604,911 144,419 Total $ 4,624,145 $ 933 $ (3,098) $ 4,621,980 $ 2,169,489 $ 1,824,900 $ 627,591 December 31, 2023 Reported As: Amortized cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and cash equivalents Short-Term Investments Long-Term Investments Cash $ 516,673 $ — $ — $ 516,673 $ 516,673 $ — $ — Level 1: Money market funds 698,702 — — 698,702 698,702 — — U.S. Treasury securities 2,033,711 2,480 (2,073) 2,034,118 104,572 1,638,537 291,009 Subtotal 2,732,413 2,480 (2,073) 2,732,820 803,274 1,638,537 291,009 Level 2: Certificates of deposit 105,993 97 (22) 106,068 — 106,068 — Time Deposits 50,000 — — 50,000 50,000 — — Commercial paper 299,248 191 (8) 299,431 — 299,431 — Corporate debt securities 615,350 1,101 (669) 615,782 — 445,762 170,020 Subtotal 1,070,591 1,389 (699) 1,071,281 50,000 851,261 170,020 Total $ 4,319,677 $ 3,869 $ (2,772) $ 4,320,774 $ 1,369,947 $ 2,489,798 $ 461,029 During the three months ended March 31, 2024 and 2023, there were immaterial realized gains or losses on the sale of available-for-sale securities. Accrued interest receivable excluded from both the fair value and amortized cost basis of the available-for-sale securities was $11.7 million and $11.1 million as of March 31, 2024 and December 31, 2023, respectively, and was recorded in other current assets The following table summarizes our available-for-sale securities by contractual maturity: March 31, 2024 Amortized cost Estimated Fair Value Within one year $ 1,826,205 $ 1,824,900 After one year through three years 628,450 627,591 Total $ 2,454,655 $ 2,452,491 On November 6, 2023, the Company received 28,352,273 ordinary shares of Aston Martin with an initial fair value of $73.2 million. The Company remeasured the shares and recorded the fair value of $60.8 million and $81.5 million within investments in equity securities of a related party in the condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023, respectively. These equity securities are publicly traded stocks (where shares are denominated in GBP) measured at fair value on a recurring basis and classified within level 1 in the fair value hierarchy. During the three months ended March 31, 2024, the Company recognized $19.9 million of unrealized loss in change in fair value of equity securities of a related party in the condensed consolidated statement of operations and comprehensive loss. During the three months ended March 31, 2024, the Company also recognized $0.8 million of unrealized foreign currency loss related to these equity securities in other income (expense), net in the condensed consolidated statement of operations and comprehensive loss. See Note 16 “Related Party Transactions” for more information. Level 3 liabilities consist of the common stock warrant liability and the derivative liability, of which the fair values were measured upon issuance of the Private Placement Warrants and the Redeemable Convertible Preferred Stock, respectively, and are remeasured at each reporting period. The valuation methodology and underlying assumptions are discussed further in Note 7 “Common Stock Warrant Liability” and Note 8 “Redeemable Convertible Preferred Stock”, respectively. Level 3 liabilities also consist of residual value guarantee liabilities, of which the fair value measurement is nonrecurring and measured upon delivery of vehicles. Significant changes in the unobservable inputs used in determining the fair value would result in significant changes to the fair value measurement. The following table presents a reconciliation of the common stock warrant liability and derivative liability measured and recorded at fair value on a recurring basis (in thousands): Three Months Ended March 31, 2024 2023 Derivative Liability Common Stock Warrant Liability Common Stock Warrant Liability Fair value-beginning of period $ — $ 53,664 $ 140,590 Issuance 497,100 — — Change in fair value — (27,054) 40,802 Fair value-end of period $ 497,100 $ 26,610 $ 181,392 |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT 2026 Notes In December 2021, the Company issued an aggregate of $2,012.5 million principal amount of 1.25% convertible senior notes due in December 2026 (the “2026 Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, at an issuance price equal to 99.5% of the principal amount of 2026 Notes. The Company has designated the 2026 Notes 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 ended on March 31, 2022 (and only during such calendar quarter), if the Company’s common stock price exceeds 130% of the conversion price for at least 20 trading days during the 30 consecutive trading days at the end of the prior calendar quarter; • during the five consecutive business days immediately after any 10 consecutive trading day period in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of our common stock on such trading day and the conversion rate on such trading day; • upon the occurrence of specified corporate events; or • if the Company calls any or all 2026 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the notes called for redemption. On or after September 15, 2026, the 2026 Notes are convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Holders of the 2026 Notes who convert the 2026 Notes in connection with a make-whole fundamental change, as defined in the indenture governing the 2026 Notes, or in connection with a redemption may be entitled to an increase in the conversion rate. The Company accounted for the issuance of the 2026 Notes as a single liability measured at its amortized cost, as no other embedded features require bifurcation and recognition as derivatives. The following table is a summary of the 2026 Notes as of March 31, 2024 and December 31, 2023 (in millions): March 31, 2024 December 31, 2023 Principal Amount $ 2,012.5 $ 2,012.5 Unamortized Debt Discounts and Issuance Costs (14.2) (15.5) Net Carrying Amount $ 1,998.3 $ 1,997.0 Fair Value (Level 2) $ 1,041.5 $ 1,061.6 The effective interest rate for the convertible note is 1.5%. The components of interest expense related to the 2026 Notes were as follows (in millions): Three Months Ended March 31, 2024 2023 Contractual interest $ 6.3 $ 6.3 Amortization of debt discounts and debt issuance costs 1.3 1.3 Interest expense $ 7.6 $ 7.6 The 2026 Notes were not eligible for conversion as of March 31, 2024 and December 31, 2023. No sinking fund is provided for the 2026 Notes, which means that the Company is not required to redeem or retire them periodically. As of March 31, 2024 and December 31, 2023, the Company was in compliance with applicable covenants under the indenture governing the 2026 Notes. SIDF Loan Agreement On February 27, 2022, Lucid, LLC, a limited liability company established in Saudi Arabia and a subsidiary of the Company (“Lucid LLC”) entered into a loan agreement (as subsequently amended, the “SIDF Loan Agreement”) with SIDF, a related party of Public Investment Fund (“PIF”), which is an affiliate of Ayar. Under the SIDF Loan Agreement, SIDF has committed to provide loans (the “SIDF Loans”) to Lucid LLC in an aggregate principal amount of up to SAR 5.19 billion (approximately $1.4 billion); provided that SIDF may reduce the availability of SIDF Loans under the facility in certain circumstances. SIDF Loans will be subject to repayment in semi-annual installments in amounts ranging from SAR 25 million (approximately $6.7 million) to SAR 350 million (approximately $93.3 million), commencing on April 3, 2026 and ending on November 12, 2038. SIDF Loans are financing and will be used to finance certain costs in connection with the development and construction of AMP-2. Lucid LLC may repay SIDF Loans earlier than the maturity date without penalty. Obligations under the SIDF Loan Agreement do not extend to the Company or any of its other subsidiaries. SIDF Loans will not bear interest. Instead, Lucid LLC will be required to pay SIDF service fees, consisting of follow-up and technical evaluation fees, ranging, in aggregate, from SAR 415 million (approximately $110.7 million) to SAR 1.77 billion (approximately $471.9 million), over the term of the SIDF Loans. SIDF Loans will be secured by security interests in the equipment, machines and assets funded thereby. The SIDF Loan Agreement contains certain restrictive financial covenants and imposes annual caps on Lucid LLC’s payment of dividends, distributions of paid-in capital, or certain capital expenditures. The SIDF Loan Agreement also defines customary events of default, including abandonment of or failure to commence operations at the plant in the King Abdullah Economic City (“KAEC”), and drawdowns under the SIDF Loan Agreement are subject to certain conditions precedent. As of March 31, 2024 and December 31, 2023 , no amount was outstanding under the SIDF Loan Agreement. GIB Facility Agreement On April 29, 2022, Lucid LLC entered into the GIB Facility Agreement with GIB, maturing on February 28, 2025. GIB is a related party of PIF, which is an affiliate of Ayar. The GIB Facility Agreement provided for two committed revolving credit facilities in an aggregate principal amount of SAR 1 billion (approximately $266.1 million). SAR 650 million (approximately $173.0 million) under the GIB Facility Agreement was available as the Bridge Facility for the financing of Lucid LLC’s capital expenditures in connection with AMP-2. The remaining SAR 350 million (approximately $93.1 million) was available as the Working Capital Facility and might be used for general corporate purposes. Loans under the Bridge Facility and the Working Capital Facility had a maturity of no more than 12 months. The Bridge Facility incurred interest at a rate of 1.25% per annum over 3-month SAIBOR and the Working Capital Facility incurred interest at a rate of 1.70% per annum over 1~3-month SAIBOR and associated fees. On March 12, 2023, Lucid LLC entered into the Amended GIB Facility Agreement to combine the Bridge Facility and the Working Capital Facility into a committed SAR 1 billion (approximately $266.6 million) GIB Credit Facility which may be used for general corporate purposes. Loans under the Amended GIB Credit Facility Agreement have a maturity of no more than 12 months and bear interest at a rate of 1.40% per annum over SAIBOR (based on the term of borrowing) and associated fees. The Company is required to pay a quarterly commitment fee of 0.15% per annum based on the unutilized portion of the GIB Credit Facility. Commitments under the Amended GIB Facility Agreement will terminate, and all amounts then outstanding thereunder would become payable, on the maturity date of the Amended GIB Facility Agreement. The Amended GIB Facility Agreement contains certain conditions precedent to drawdowns, representations and warranties and covenants of Lucid LLC and events of default. As of March 31, 2024 and December 31, 2023, the Company had outstanding borrowings of SAR 272 million (approximately $72.5 million). The weighted average interest rate on the outstanding borrowings was 7.60% and 7.49% as of March 31, 2024 and December 31, 2023, respectively. As of March 31, 2024 and December 31, 2023, availability under the GIB Credit Facility was SAR 726 million (approximately $193.6 million) and SAR 727 million (approximately $193.9 million), respectively, after giving effect to the outstanding letters of credit. The outstanding borrowings were recorded within other current liabilities in the condensed consolidated balance sheets. The interest expense recorded during the three months ended March 31, 2024 and 2023 was not material. As of March 31, 2024 and December 31, 2023, the Company was in compliance with applicable covenants under the Amended GIB Facility Agreement. ABL Credit Facility In June 2022, the Company entered into the ABL Credit Facility with a syndicate of banks that may be used for working capital and general corporate purposes. The ABL Credit Facility provides for an initial aggregate principal commitment amount of up to $1.0 billion (including a $350.0 million letter of credit subfacility and a $100.0 million swingline loan subfacility) and has a stated maturity date of June 9, 2027. Borrowings under the ABL Credit Facility bear interest at the applicable interest rates specified in the credit agreement governing the ABL Credit Facility. Availability under the ABL Credit Facility is subject to the value of eligible assets in the borrowing base and is reduced by outstanding loan borrowings and issuances of letters of credit which bear customary letter of credit fees. Subject to certain terms and conditions, the Company may request one or more increases in the amount of credit commitments under the ABL Credit Facility in an aggregate amount up to the sum of $500.0 million plus certain other amounts. The Company is required to pay a quarterly commitment fee of 0.25% per annum based on the unutilized portion of the ABL Credit Facility. The ABL Credit Facility contains customary covenants that limit the ability of the Company and its restricted subsidiaries to, among other activities, pay dividends, incur debt, create liens and encumbrances, redeem or repurchase stock, dispose of certain assets, consummate acquisitions or other investments, prepay certain debt, engage in transactions with affiliates, engage in sale and leaseback transactions or consummate mergers and other fundamental changes. The ABL Credit Facility also includes a minimum liquidity covenant which, at the Company’s option following satisfaction of certain pre-conditions, may be replaced with a springing, minimum fixed charge coverage ratio (“FCCR”) financial covenant, in each case on terms set forth in the credit agreement governing the ABL Credit Facility. As of March 31, 2024 and December 31, 2023, the Company was in compliance with applicable covenants under the ABL Credit Facility. As of March 31, 2024 and December 31, 2023, the Company had no outstanding borrowings under the ABL Credit Facility. Outstanding letters of credit under the ABL Credit Facility were $47.7 million and $45.4 million as of March 31, 2024 and December 31, 2023, respectively. Availability under the ABL Credit Facility was $360.6 million (including $146.0 million cash and cash equivalents) and $413.4 million (including $144.0 million cash and cash equivalents) as of March 31, 2024 and December 31, 2023, respectively, after giving effect to the borrowing base and the outstanding letters of credit. The Company incurred issuance costs of $6.3 million to obtain the ABL Credit Facility, which was capitalized within other noncurrent assets in the condensed consolidated balance sheets and amortized over the facility term using the straight-line method. During the three months ended March 31, 2024 and 2023, amortization of the deferred issuance costs and commitment fee were immaterial . |
COMMON STOCK WARRANT LIABILITY
COMMON STOCK WARRANT LIABILITY | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
COMMON STOCK WARRANT LIABILITY | COMMON STOCK WARRANT LIABILITY On July 23, 2021, in connection with the reverse recapitalization treatment of the Merger, the Company effectively issued 44,350,000 Private Placement Warrants to purchase shares of Lucid’s common stock at an exercise price of $11.50. The Private Placement Warrants were initially recognized as a liability with a fair value of $812.0 million and was remeasured to fair value of $53.7 million as of December 31, 2023. The Private Placement Warrants remained unexercised and were remeasured to fair value of $26.6 million as of March 31, 2024. The Company recognized a gain of $27.1 million and a loss of $40.8 million for the three months ended March 31, 2024 and 2023, respectively, in the condensed consolidated statements of operations and comprehensive loss. The fair value of the Private Placement Warrants that are not subject to the contingent forfeiture provisions was estimated using a Black-Scholes option pricing model, and were as follows: March 31, 2024 December 31, 2023 Fair value of Private Placement Warrants per share $ 0.60 $ 1.21 Assumptions used in the Black-Scholes option pricing model take into account the contract terms as well as the quoted price of the Company’s common stock in an active market. The volatility is based on the actual market activity of the Company’s peer group as well as the Company’s historical volatility. The expected life is based on the remaining contractual term of the warrants, and the risk free interest rate is based on the implied yield available on U.S. Treasury securities with a maturity equivalent to the warrants’ expected life. The level 3 fair value inputs used in the Black-Scholes option pricing models were as follows: March 31, 2024 December 31, 2023 Volatility 90.0 % 85.0 % Expected term (in years) 2.3 2.6 Risk-free rate 4.5 % 4.1 % Dividend yield — % — % |
REDEEMABLE CONVERTIBLE PREFERRE
REDEEMABLE CONVERTIBLE PREFERRED STOCK | 3 Months Ended |
Mar. 31, 2024 | |
Temporary Equity Disclosure [Abstract] | |
REDEEMABLE CONVERTIBLE PREFERRED STOCK | REDEEMABLE CONVERTIBLE PREFERRED STOCK On March 24, 2024, the Company entered into the 2024 Subscription Agreement with Ayar. Pursuant to the 2024 Subscription Agreement, Ayar agreed to purchase from the Company 100,000 shares of the Redeemable Convertible Preferred Stock for an aggregate purchase price of $1.0 billion in a private placement. On March 29, 2024, the Company issued the shares to Ayar pursuant to the 2024 Subscription Agreement and received aggregate gross proceeds of $1.0 billion. The shares of the Redeemable Convertible Preferred Stock were issued pursuant to the Certificate of Designations. Pursuant to the 2024 Subscription Agreement, Ayar has agreed, with certain exceptions, that without prior written consent of the Company, it will not sell or transfer the Redeemable Convertible Preferred Stock for the twelve months after the date of the closing of the private placement. Dividends: The Redeemable Convertible Preferred Stock ranks senior to the common stock with respect to dividends and distributions of assets upon the Company’s liquidation, dissolution or winding up. The Redeemable Convertible Preferred Stock has an initial value of $10,000 per share (the “Initial Value” and the Initial Value plus compounded and accrued dividends, the “Accrued Value”). Dividends on the Redeemable Convertible Preferred Stock are payable in the form of preferred stock (paid-in-kind) compounded cumulative dividends upon each share of the Redeemable Convertible Preferred Stock. Dividends accrue daily on the Initial Value (as increased for any compounded dividends previously compounded thereon) of each share of the Redeemable Convertible Preferred Stock at a rate of 9% per annum and compound on the basis of quarterly dividend payment dates on each March 31, June 30, September 30 and December 31 of each year, commencing June 30, 2024. Liquidation Preference: Upon a liquidation, dissolution or winding up of the Company, each holder of shares of the Redeemable Convertible Preferred Stock (“Holder”) will be entitled to receive, with respect to each share of then-outstanding Redeemable Convertible Preferred Stock, out of the assets of the Company available for distribution to its stockholders an amount in cash equal to the greater of (a) an amount per share of the Redeemable Convertible Preferred Stock as of the date of such liquidation, dissolution or winding up equal to (i) the per share Accrued Value as of the relevant date multiplied by (ii) the relevant percentage (the product of (i) and (ii), the “Minimum Consideration”); and (b) the amount that such Holder would have received with respect to such share of the Redeemable Convertible Preferred Stock if all shares of the Redeemable Convertible Preferred Stock had been converted at their Accrued Value into shares of common stock on the business day immediately prior to the date of such liquidation, dissolution or winding up. As of March 31, 2024, the liquidation preference of the Redeemable Convertible Preferred Stock was $1,001.6 million. Voting Rights: Each Holder is entitled to the number of votes equal to the number of whole shares of common stock into which the aggregate shares of the Redeemable Convertible Preferred Stock held by such Holder are convertible on the record date for determining stockholders entitled to vote on any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders and on which matter holders of the common stock shall be entitled to vote. Holders are entitled to notice of any meeting of stockholders and, except as otherwise provided in the Certificate of Designations or otherwise required by law, to vote together as a single class with the holders of the common stock and any other class or series of stock entitled to vote thereon. The voting power of Holders is subject to a voting cap per share equal to the quotient of the $10,000 Initial Value and $2.77. As long as at least 10% of the aggregate number of shares of the Redeemable Convertible Preferred Stock issued on the initial issue date remain outstanding, and subject to certain other conditions, Holders are entitled to a separate class vote with respect to, among other things, amendments to the Company’s organizational documents that have an adverse effect on the Redeemable Convertible Preferred Stock, authorizations or issuances by the Company of capital stock of the Company that ranks senior or equal to the Redeemable Convertible Preferred Stock with respect to dividends or distributions on liquidation or the terms of which provide for cash dividends (other than the common stock), winding-up and dissolution, and decreases in the number of authorized shares of the Redeemable Convertible Preferred Stock. The Company also agreed that as long as Ayar owns at least 50% of the Redeemable Convertible Preferred Stock issued on the initial issue date, the Company will comply with certain debt incurrence covenants in its Credit Agreement, dated as of June 9, 2022, by and among the Company, as the Borrower Representative, the other Borrowers party thereto from time to time, the Lenders and Issuing Banks from time to time party thereto and Bank of America, N.A., as Administrative Agent, as amended, which agreement may be waived with the sole consent of Ayar. Conversion: Each share of the Redeemable Convertible Preferred Stock is convertible, at the option of the respective Holder, from time-to-time after the initial issue date, and without the payment of additional consideration by the Holder, (a) at any time that the closing price per share of the common stock on the trading day immediately preceding the date on which the Holder delivers the relevant notice of conversion is at least $5.50 (subject to certain adjustments), unless the Company otherwise consents to such conversion in its sole discretion, or (b) in all events during certain specified periods relating to a fundamental change or optional redemption by the Company, into such number of fully paid and non-assessable shares of common stock as is determined by dividing (i) the applicable Accrued Value as of the conversion date by (ii) the applicable conversion price in effect as of such conversion date, which shall initially be $3.5952, subject to customary anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events (the “Conversion Price”). Mandatory Conversion: On or after the third anniversary of the initial issue date, if at any time (i) the daily VWAP of the common stock has been at least 200% of the Conversion Price for at least twenty (20) trading days (whether or not consecutive) during any thirty (30) consecutive trading days (including the last day of such period) and (ii) certain common stock liquidity conditions are satisfied, the Company will have the right, exercisable at its election within fifteen (15) business days following completion of the applicable thirty (30) trading day period, to cause all or any portion of the Redeemable Convertible Preferred Stock to convert into number of fully paid and non-assessable shares of common stock, as determined by dividing (i) the applicable Accrued Value as of the conversion date by (ii) the Conversion Price in effect as of such conversion date. The Company will be required to pay an additional amount per share of the Redeemable Convertible Preferred Stock payable in cash, shares of common stock valued based on a five-day average daily VWAP or a combination thereof in respect of such conversion equal to the greater of (x) the difference between (i) the Minimum Consideration and (ii) the value of the shares of common stock delivered upon mandatory conversion thereof and (y) zero. Fundamental Change: Upon a fundamental change, the Holders will be entitled, on the fundamental change repurchase date specified by the Company, to receive an amount equal to the greater of (a) the Minimum Consideration and (b) an amount equal to the value that such Holder would have received if it had converted its shares of the Redeemable Convertible Preferred Stock into shares of common stock on the business day immediately before the fundamental change repurchase date. The fundamental change repurchase price may be paid in cash, shares of common stock (or other securities to be received by a holder of common stock in such fundamental change) valued based on a five-day average daily VWAP (with the number of shares of common stock rounded up to the nearest whole share), or a combination thereof, at the Company’s election. The Company may not elect to deliver shares of its common stock (or other securities to be received by a holder of common stock in such fundamental change) in partial or full satisfaction of the fundamental change repurchase price, if certain common stock liquidity conditions are not satisfied. Optional Redemption: On or after the fifth anniversary of the initial issue date, the Company may redeem all or any portion of the Redeemable Convertible Preferred Stock at a redemption price per share equal to the greater of (a) the Minimum Consideration and (b) an amount equal to the value (calculated based on a twenty (20)-day average daily VWAP) of the number of shares of common stock if it had converted its shares of the Redeemable Convertible Preferred Stock into shares of common stock as of the redemption date. Such redemption price may be paid in cash, shares of common stock valued based on a twenty (20)-day average daily VWAP, or a combination thereof, at the Company’s election. The Company may not pay any portion of such redemption price in shares of common stock if the common stock liquidity conditions are not satisfied. While the Redeemable Convertible Preferred Stock is callable after five years at the Company’s option, the Redeemable Convertible Preferred Stock is considered redeemable at the option of Ayar because it is the majority shareholder of the Company. The Company classified the Redeemable Convertible Preferred Stock as mezzanine equity and recorded initially at its issuance price, net of issuance costs of $2.4 million and net of the initial value of the bifurcated derivative liability of $497.1 million as discussed below. The Company accretes the Redeemable Convertible Preferred Stock to its redemption value, which is greater of (a) the Minimum Consideration and of (b) an amount equal to the value that such Holder would have received if it had converted its shares of the Redeemable Convertible Preferred Stock into shares of common stock as of the Redemption Date. The Company recorded $3.9 million of accretion as a reduction to additional paid-in capital in the condensed consolidated balance sheet as of March 31, 2024. The carrying value of the Redeemable Convertible Preferred Stock was $504.5 million as of March 31, 2024. The Company assessed the above features to determine whether any features are required to be bifurcated and separately accounted for as an embedded feature. The Company concluded that the conversion features, inclusive of all settlement outcomes where the pay-off is indexed to the if-converted value, meets all the requirements to be separately accounted for as a bifurcated derivative. As a result, the Company bifurcated the Redeemable Convertible Preferred Stock between (i) the host contract which is accounted for within mezzanine equity as described above, and (ii) the bifurcated derivative liability related to the conversion features. The proceeds from issuance will first be allocated to the fair value of the bifurcated derivative with the residual being allocated to the host contract. The bifurcated derivative will be remeasured to fair value at each reporting period with changes in fair value recorded in the condensed consolidated statement of operations and comprehensi ve loss . As of March 31, 2024, the Company recorded an embedded derivative liability of $497.1 million with no change in fair value as the Redeemable Convertible Preferred Stock was issued on the last business day of the quarter. The Company estimated the fair value of the derivative liability using a binomial lattice model with the volatility, credit spread, and term as significant unobservable inputs. Assumptions used in the valuation also take into account the contractual terms as well as the quoted price of the Company’s common stock in an active market. Significant changes in any of those inputs in isolation would result in significant changes to the fair value measurement. The level 3 fair value inputs used in the valuation of the derivative liability were as follows: March 31, 2024 Volatility 40 % Credit spread 28.5 % Stock price $ 2.85 Term (in years) 5 Risk-free rate 4.2 % |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | STOCKHOLDERS’ EQUITY Treasury Stock During the year ended December 31, 2021, the Company repurchased an aggregate of 857,825 shares of its common stock, including 712,742 shares from certain employees and 145,083 shares from Board of Directors of the Company’s predecessor, Atieva, Inc. at $24.15 per share. No common stock was repurchased during the three months ended March 31, 2024 and 2023. Common Stock Reserved for Issuance The Company’s common stock reserved for future issuances as of March 31, 2024 was as follows: March 31, 2024 Private Placement Warrants to purchase common stock 44,350,000 Stock options outstanding 31,299,940 Restricted stock units outstanding 64,518,413 Shares available for future grants under equity plans 11,563,534 If-converted common shares from convertible note 36,737,785 If-converted common shares from redeemable convertible preferred stock 278,357,254 Total shares of common stock reserved 466,826,926 |
STOCK-BASED AWARDS
STOCK-BASED AWARDS | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED AWARDS | STOCK-BASED AWARDS Stock Options A summary of stock option activity for the three months ended March 31, 2024 was as follows: Outstanding Options Number of Options Weighted Average Exercise Price Weighted-Average Remaining Contractual Term Intrinsic Value (in thousands) Balance as of December 31, 2023 32,911,135 $ 1.99 5.5 $ 91,785 Options granted 118,456 4.57 Options exercised (1,415,298) 1.08 Options canceled (314,353) 6.38 Balance as of March 31, 2024 31,299,940 $ 2.00 5.19 $ 50,669 Options vested and exercisable as of March 31, 2024 26,319,750 $ 1.21 4.94 $ 49,301 As of March 31, 2024, unrecognized stock-based compensation cost related to outstanding unvested stock options that are expected to vest was $13.3 million, which i s expected to be recognized over a weighted-average period of 3.0 years. Restricted Stock Units (“RSUs”) A summary of RSUs activity for the three months ended March 31, 2024 was as follows: Restricted Stock Units Time-Based Shares Performance-Based Shares Total Shares Weighted-Average Grant-Date Fair Value Balance as of December 31, 2023 54,699,739 9,305,825 64,005,564 $ 10.90 Granted 9,880,263 1,550,107 11,430,370 2.93 Vested (6,683,649) (535,598) (7,219,247) 12.39 Cancelled/Forfeited (2,095,984) (1,602,290) (3,698,274) 8.03 Balance as of March 31, 2024 55,800,369 8,718,044 64,518,413 $ 9.48 As of March 31, 2024, unrecognized stock-based compensation cost related to outstanding unvested time-based RSUs that are expected to vest was $392.9 million, which is expected to be recognized over a weighted-average period of 2.0 years. In 2021, the Company granted performance-based RSUs to the CEO and they are subject to performance and market conditions. The performance condition was satisfied upon the closing of the Merger. The fair value of these performance-based RSUs was measured on the grant date, March 27, 2021, using a Monte Carlo simulation model, with the following assumptions: Weighted average volatility 60.0 % Expected term (in years) 5.0 Risk-free interest rate 0.9 % Expected dividends — % The Company recognizes compensation expense using a graded vesting attribution method over the derived service period for the CEO performance-based awards. Stock-based compensation expense is recognized when the relevant performance condition is considered probable of achievement for the performance-based award. During the year ended December 31, 2022, the market condition was met for the CEO performance-based awards for four of the five tranches and certified by the Board of Directors, representing an aggregate of 13,934,271 performance RSUs. The unamortized expense of $8.2 million as of December 31, 2022 for the fifth tranche, representing 2,090,140 RSUs, was fully recognized during the year ended December 31, 2023. For the three months ended March 31, 2024 and 2023, the Company withheld 0.5 million shares of common stock by net settlement to meet the related tax withholding requirements related to the CEO time-based and performance-based RSUs. The Company granted performance-based RSUs to certain employees and they are subject to (i) corporate performance conditions and/or individual performance and (ii) a service condition which will be met generally over 3 years. The number of awards granted represents 100% of the target goal. Under the terms of the awards, the recipient may earn between 0% to 150% of the original number of grants based on actual achievement of corporate performance goals and/or individual performance. Stock-based compensation expense is recognized when the relevant performance condition is considered probable of achievement for the performance-based award. During the three months ended March 31, 2024 and 2023, the Company recorded stock-based compensation expenses of $4.7 million and nil, respectively, related to these performance-based RSUs. As of March 31, 2024, the unamortized expense for the performance-based RSUs was $13.1 million, which will be recognized over a weighted-average period of 1.4 years contingent upon realization of the corporate performance conditions and/or individual performance. Employee Stock Purchase Plan (“ESPP”) The ESPP authorizes the issuance of shares of common stock pursuant to purchase rights granted to employees. The plan provides for 24-month offering periods beginning in December and June of each year, and each offering period will consist of four six-month purchase periods. The purchase price for each share purchased during an offering period will be the lesser of 85% of the fair market value of the share on the purchase date or 85% of the fair market value of the share on the offering date. As of March 31, 2024, unrecognized stock-based compensation cost related to the ESPP was $29.9 million which is expected to be recognized over a weighted-average period of 1.7 years. Stock-based Compensation Expense Total employee and nonemployee stock-based compensation expense for the three months ended March 31, 2024 and 2023, was classified in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands): Three Months Ended March 31, 2024 2023 Cost of revenue $ 912 $ 574 Research and development 37,533 27,983 Selling, general and administrative 25,251 26,705 Restructuring charges — (1,443) Total $ 63,696 $ 53,819 For the three months ended March 31, 2024 and 2023, the Company capitalized stock-based compensation expenses of $10.5 million and $8.1 million, respectively, primarily as part of the cost of inventory. |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
LEASES | LEASES The Company has entered into various non-cancellable operating and finance lease agreements for certain of the Company’s offices, manufacturing and warehouse facilities, retail and service locations, equipment and vehicles, worldwide. In August 2022, the Company entered into a four-year agreement (“Lease Agreement”) to lease land in Casa Grande, Arizona adjacent to our manufacturing facility. The Company classifies this lease as a finance lease because the Lease Agreement contains a purchase option which the Company is reasonably certain to exercise. As of March 31, 2024 and December 31, 2023, assets associated with the finance lease were $79.3 million. As of March 31, 2024 and December 31, 2023, liabilities associated with the finance lease were $79.2 million and $80.6 million, respectively. Contemporaneously with the execution of the Lease Agreement, the Company entered into a sale agreement, pursuant to which the Company sold certain parcels of land for $31.7 million to the lessor and leased back these parcels of land under the Lease Agreement. The sale of the land and subsequent lease did not result in change in the transfer of control of the land; therefore, the sale-leaseback transaction is accounted for as a failed sale and leaseback financing obligation. The Company recorded $31.7 million of sales proceeds received as a financial liability within other long-term liabilities in the condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023. The balances for the operating and finance leases where the Company is the lessee are presented as follows within the Company’s condensed consolidated balance sheets (in thousands): March 31, December 31, Operating leases: Right-of-use assets $ 217,699 $ 221,508 Other current liabilities $ 30,258 $ 28,431 Other long-term liabilities 239,081 244,122 Total operating lease liabilities $ 269,339 $ 272,553 Finance leases: Property, plant and equipment, net $ 84,036 $ 85,055 Total finance lease assets $ 84,036 $ 85,055 Finance lease liabilities, current portion $ 7,548 $ 8,202 Finance lease liabilities, net of current portion 75,807 77,653 Total finance lease liabilities $ 83,355 $ 85,855 The components of lease expense were as follows within the Company’s condensed consolidated statements of operations and comprehensive loss (in thousands): Three Months Ended March 31, 2024 2023 Operating lease expense: Operating lease expense (1) $ 15,010 $ 12,815 Variable lease expense 447 445 Finance lease expense: Amortization of leased assets $ 1,019 $ 1,405 Interest on lease liabilities 1,169 1,244 Total finance lease expense $ 2,188 $ 2,649 Total lease expense $ 17,645 $ 15,909 (1) Excluded short-term leases, which were not material. Other information related to leases where the Company is the lessee was as follows: March 31, December 31, Weighted-average remaining lease term (in years): Operating leases 6.6 6.8 Finance leases 2.3 2.6 Weighted-average discount rate: Operating leases 11.28 % 11.01 % Finance leases 5.60 % 5.59 % As of March 31, 2024, the maturities of the Company’s operating and finance lease liabilities (excluding short-term leases) were as follows (in thousands): Operating Leases Finance Leases 2024 (remainder of the year) $ 43,077 $ 4,673 2025 63,912 6,619 2026 60,491 82,488 2027 52,668 117 2028 48,891 37 Thereafter 120,875 — Total minimum lease payments 389,914 93,934 Less: Interest (120,575) (10,579) Present value of lease obligations 269,339 83,355 Less: Current portion (30,258) (7,548) Long-term portion of lease obligations $ 239,081 $ 75,807 As of March 31, 2024, the Company entered into additional leases for facilities and equipment that have not yet commenced with undiscounted future lease payments of $15.1 million. The leases are expected to commence over the next twelve months. |
LEASES | LEASES The Company has entered into various non-cancellable operating and finance lease agreements for certain of the Company’s offices, manufacturing and warehouse facilities, retail and service locations, equipment and vehicles, worldwide. In August 2022, the Company entered into a four-year agreement (“Lease Agreement”) to lease land in Casa Grande, Arizona adjacent to our manufacturing facility. The Company classifies this lease as a finance lease because the Lease Agreement contains a purchase option which the Company is reasonably certain to exercise. As of March 31, 2024 and December 31, 2023, assets associated with the finance lease were $79.3 million. As of March 31, 2024 and December 31, 2023, liabilities associated with the finance lease were $79.2 million and $80.6 million, respectively. Contemporaneously with the execution of the Lease Agreement, the Company entered into a sale agreement, pursuant to which the Company sold certain parcels of land for $31.7 million to the lessor and leased back these parcels of land under the Lease Agreement. The sale of the land and subsequent lease did not result in change in the transfer of control of the land; therefore, the sale-leaseback transaction is accounted for as a failed sale and leaseback financing obligation. The Company recorded $31.7 million of sales proceeds received as a financial liability within other long-term liabilities in the condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023. The balances for the operating and finance leases where the Company is the lessee are presented as follows within the Company’s condensed consolidated balance sheets (in thousands): March 31, December 31, Operating leases: Right-of-use assets $ 217,699 $ 221,508 Other current liabilities $ 30,258 $ 28,431 Other long-term liabilities 239,081 244,122 Total operating lease liabilities $ 269,339 $ 272,553 Finance leases: Property, plant and equipment, net $ 84,036 $ 85,055 Total finance lease assets $ 84,036 $ 85,055 Finance lease liabilities, current portion $ 7,548 $ 8,202 Finance lease liabilities, net of current portion 75,807 77,653 Total finance lease liabilities $ 83,355 $ 85,855 The components of lease expense were as follows within the Company’s condensed consolidated statements of operations and comprehensive loss (in thousands): Three Months Ended March 31, 2024 2023 Operating lease expense: Operating lease expense (1) $ 15,010 $ 12,815 Variable lease expense 447 445 Finance lease expense: Amortization of leased assets $ 1,019 $ 1,405 Interest on lease liabilities 1,169 1,244 Total finance lease expense $ 2,188 $ 2,649 Total lease expense $ 17,645 $ 15,909 (1) Excluded short-term leases, which were not material. Other information related to leases where the Company is the lessee was as follows: March 31, December 31, Weighted-average remaining lease term (in years): Operating leases 6.6 6.8 Finance leases 2.3 2.6 Weighted-average discount rate: Operating leases 11.28 % 11.01 % Finance leases 5.60 % 5.59 % As of March 31, 2024, the maturities of the Company’s operating and finance lease liabilities (excluding short-term leases) were as follows (in thousands): Operating Leases Finance Leases 2024 (remainder of the year) $ 43,077 $ 4,673 2025 63,912 6,619 2026 60,491 82,488 2027 52,668 117 2028 48,891 37 Thereafter 120,875 — Total minimum lease payments 389,914 93,934 Less: Interest (120,575) (10,579) Present value of lease obligations 269,339 83,355 Less: Current portion (30,258) (7,548) Long-term portion of lease obligations $ 239,081 $ 75,807 As of March 31, 2024, the Company entered into additional leases for facilities and equipment that have not yet commenced with undiscounted future lease payments of $15.1 million. The leases are expected to commence over the next twelve months. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Contractual Obligations As of March 31, 2024 and December 31, 2023, the Company had $330.2 million and $270.2 million, respectively, in commitments related to AMP-1 and AMP-2 plant and equipment. These commitments represent future expected payments on open purchase orders entered into as of March 31, 2024 and December 31, 2023. T he Company’s non-cancellable long-term commitments primarily related to certain inventory component purchases. The estimated future payments having a remaining term in excess of one year as of March 31, 2024 were as follows (in thousands): Years ended December 31, Minimum Purchase Commitment (1) 2024 (remainder of the year) $ 341,376 2025 469,334 2026 706,837 2027 703,205 2028 692,764 Thereafter 2,016,409 Total $ 4,929,925 (1) Included minimum purchase commitment of approximately $4.9 billion of battery cells from Panasonic Energy Co., Ltd. and certain of its affiliates, using the base prices per the agreements. Legal Matters From time-to-time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of business. Some of these claims, lawsuits and other proceedings may involve highly complex issues that are subject to substantial uncertainties, and could result in damages, fines, penalties, non-monetary sanctions or relief. Beginning on April 18, 2021, two individual actions and two putative class actions were filed in federal courts in Alabama, California, New Jersey and Indiana, asserting claims under the federal securities laws against the Company (f/k/a Churchill Capital Corp IV), its wholly owned subsidiary, Atieva, Inc. (“Lucid Motors”), and certain current and former officers and directors of the Company, generally relating to the Merger. On September 16, 2021, the plaintiff in the New Jersey action voluntarily dismissed that lawsuit. The remaining actions were ultimately transferred to the Northern District of California and consolidated under the caption, In re CCIV / Lucid Motors Securities Litigation, Case No. 4:21-cv-09323-YGR (the “Consolidated Class Action”). On December 30, 2021, lead plaintiffs in the Consolidated Class Action filed a revised amended consolidated complaint (the “Complaint”), which asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 on behalf of a putative class of shareholders who purchased stock in CCIV between February 5, 2021 and February 22, 2021. The Complaint names as defendants Lucid Motors and the Company’s chief executive officer, and generally alleges that, prior to the public announcement of the Merger, defendants purportedly made false or misleading statements regarding the expected start of production for the Lucid Air and related matters. The Complaint seeks certification of the action as a class action as well as compensatory damages, interest thereon, and attorneys’ fees and expenses. The District Court granted defendants’ motion to dismiss on January 11, 2023, with plaintiffs being provided the ability to seek leave to amend. On June 29, 2023, the District Court denied plaintiff’s motion for leave to amend, dismissed the lawsuit and terminated the case. On July 28, 2023, plaintiffs appealed the District Court’s decisions to the Ninth Circuit Court of Appeals. Currently, the parties are litigating the case on appeal. On December 3, 2021, the Company received a subpoena from the SEC requesting the production of certain documents related to an investigation by the SEC related to the business combination between the Company (f/k/a Churchill Capital Corp IV) and Legacy Lucid and certain projections and statements. The Company responded and fully cooperated with the SEC in its review. On April 27, 2023, SEC staff informed the Company that the SEC has concluded this matter and it does not intend to recommend an enforcement action by the SEC against the Company. In addition, two separate purported shareholders of the Company filed shareholder derivative actions, purportedly on behalf of the Company, against certain of the Company’s officers and directors in California federal court, captioned Sahr Lebbie v. Peter Rawlinson, et al., Case No. 4:22-cv-00531-YGR (N.D. Cal.) (filed on January 26, 2022) and Zsata Williams-Spinks v. Peter Rawlinson, et al. , Case No. 4:22-cv-01115-YGR (N.D. Cal.) (filed on February 23, 2022). The complaint also names the Company as a nominal defendant. Based on allegations that are similar to those in the Consolidated Class Action, the Lebbie complaint asserts claims for unjust enrichment, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, abuse of control, gross mismanagement and waste of corporate assets and a claim for contribution under Sections 10(b) and 21D of the Exchange Act in connection with the Consolidated Class Action and the Williams-Spinks complaint asserts claims for breach of fiduciary duty, gross mismanagement, abuse of control, unjust enrichment, contribution under Sections 10(b) and 21D of the Exchange Act, and aiding and abetting breach of fiduciary duty in connection with the Consolidated Class Action. The complaints seek compensatory damages, interest thereon, certain corporate governance reforms, and attorneys’ fees and expenses. The Company is advancing defendants’ fees and expenses incurred in their defense of the actions. On April 1, 2022 and May 31, 2022, two alleged shareholders filed putative class actions under the federal securities laws against Lucid Group, Inc. and certain officers of the Company relating to alleged statements, updated projections and guidance provided in the late 2021 to early 2022 timeframe. The complaints, which were filed in the Northern District of California, are captioned Victor W. Mangino v. Lucid Group, Inc., et al. , Case No. 3:22-cv-02094-JD, and Anant Goel v. Lucid Group, Inc., et al. , Case No. 3:22-cv-03176-JD. The two matters were consolidated into one action, entitled In re Lucid Group, Inc. Securities Litigation , Case No. 22-cv-02094-JD. The consolidated complaint names as defendants Lucid Group, Inc. and the Company’s chief executive officer and chief financial officer, and generally allege that defendants purportedly made false or misleading statements regarding delivery and revenue projections and related matters between November 15, 2021 and August 3, 2022. The consolidated complaint seeks certification of the action as a class action, as well as compensatory damages, interest thereon, and attorneys’ fees and expenses. Defendants filed a Motion to Dismiss on February 23, 2023, which is pending before the court. Defendants believe that the plaintiffs’ claims are without merit and intends to defend themselves vigorously, but they cannot ensure that their efforts to dismiss the consolidated complaint will be successful or that they will avoid liability in this matter. In addition, on July 11, 2022, a purported shareholder of the Company filed a shareholder derivative action, purportedly on behalf of the Company, against certain of the Company’s officers and directors in California state court, captioned Floyd Taylor v. Glenn August, et al. , Superior Court, Alameda County, Case No. 22CV014130. The complaint also names the Company as a nominal defendant. Based on allegations that are similar to those in the In re Lucid Group, Inc. Securities Litigation action, the Taylor complaint asserts claims for breach of fiduciary duty, unjust enrichment, waste of corporate assets and aiding and abetting breach of fiduciary duty. The complaint seeks compensatory damages, punitive damages, interest, and attorneys’ fees and expenses. The Company is advancing defendants’ fees and expenses incurred in their defense of the action. Moreover, on March 25, 2021, the Illinois Automobile Dealers Association, Chicago Automobile Trade Association, Peoria Metro New Car Dealers Association, Illinois Motorcycle Dealers Association, and 241 individual motor vehicle dealers filed an action against the Office of the Illinois Secretary of State (“SOS”), Jesse White, in his official capacity as the Illinois Secretary of State; Lucid USA, Inc. (“Lucid USA”); and other defendants, in the Circuit Court of Cook County, Illinois, County Department, Chancery Division, Case No. 2021CH01438. The suit generally alleges that Illinois law does not permit manufacturers to obtain licenses as motor vehicle dealers. Plaintiffs seek to prevent Lucid from engaging in the sale of motor vehicles directly to consumers. The SOS granted Lucid USA a dealer’s license on June 3, 2021. In December 2022, the Court granted Defendants’ Motion to Dismiss. Plaintiffs subsequently appealed to the Illinois First District Appellate Court and the parties are currently litigating the case on appeal. Furthermore, while we have registered and applied for trademarks in an effort to protect our brand and goodwill with customers, competitors or other third parties are, have in the past, and may in the future, oppose our trademark applications or otherwise challenge our use of the trademarks and other brand names in which we have invested. Such oppositions and challenges can be expensive and may adversely affect our ability to maintain the goodwill gained in connection with a particular trademark. In addition, we may lose our trademark or are unable to submit specimens of use by the applicable deadline to perfect such trademark rights. For instance, we are evaluating and responding to a claim in a United States Patent and Trademark Office administrative hearing opposing and requesting cancellation of our trademark application and registration for the use of “Gravity”. At this time, the Company does not consider any such claims, lawsuits or proceedings that are currently pending, individually or in the aggregate, including the matters referenced above, to be material to the Company’s business or likely to result in a material adverse effect on its future operating results, financial condition or cash flows should such proceedings be resolved unfavorably. Indemnification In the ordinary course of business, the Company may provide indemnification of varying scope and terms to customers, vendors, investors, directors, officers, and certain key employees with respect to certain matters, including, but not limited to, losses arising out of our breach of such agreements, services to be provided by the Company, or from intellectual property infringement claims made by third parties. These indemnification provisions may survive termination of the underlying agreement and the maximum potential amount of future payments the Company could be required to make under these indemnification provisions may not be subject to maximum loss clauses. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is indeterminable. The Company has never paid a material claim, nor has it been sued in connection with these indemnification arrangements. The Company has indemnification obligations with respect to letters of credit and surety bond primarily used as security against facility leases, utilities infrastructure and other agreements that require securitization. The indemnification obligations were $61.7 million and $56.3 million as of March 31, 2024 and December 31, 2023, respectively, for which no liabilities are recorded in the condensed consolidated balance sheets. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company ’ s provision from income taxes for interim periods is determined using its effective tax rate that arise during the period. The Company’s quarterly tax provision is subject to variation due to several factors, including variability in pre-tax income (or loss), the mix of jurisdictions to which such income relates, changes in how the Company does business, the valuation allowance against deferred tax assets, and tax law developments. The Company’s effective tax rate for the three months ended March 31, 2024 and 2023 was 0.0% due to minimal profits in foreign jurisdictions and U.S. losses for which no benefit will be realized. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NET LOSS PER SHARE Basic and diluted net loss per share attributable to common stockholders are calculated as follows (in thousands, except share and per share amounts): Three Months Ended March 31, 2024 2023 Net loss $ (680,859) $ (779,528) Accretion of redeemable convertible preferred stock (3,901) — Net loss attributable to common stockholders, basic and diluted $ (684,760) $ (779,528) Weighted-average shares outstanding attributable to common stockholders, basic and diluted 2,301,870,644 1,831,725,009 Net loss per share attributable to common stockholders, basic and diluted $ (0.30) $ (0.43) 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: March 31, Excluded Securities 2024 2023 Private Placement Warrants to purchase common stock 44,350,000 44,350,000 Options outstanding to purchase common stock 31,299,940 36,450,296 RSUs outstanding 58,879,709 44,064,453 Employee stock purchase plan 15,503,221 10,251,959 If-converted common shares from convertible note 36,737,785 36,737,785 If-converted common shares from redeemable convertible preferred stock 278,148,643 — Total 464,919,298 171,854,493 The 5,638,704 and 2,090,140 shares of common stock equivalents subject to RSUs are excluded from the anti-dilutive table above as the underlying shares remain contingently issuable since the respective performance conditions have not been satisfied as of March 31, 2024 and 2023, respectively. |
EMPLOYEE BENEFIT PLAN
EMPLOYEE BENEFIT PLAN | 3 Months Ended |
Mar. 31, 2024 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLAN | EMPLOYEE BENEFIT PLAN The 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 matching contribution expense under the Company’s 401(k) Plan was not material and nil for the three months ended March 31, 2024 and 2023, respectively. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Leases In February 2022, the Company entered into a lease agreement with KAEC, a related party of PIF, which is an affiliate of Ayar, for its first international manufacturing plant in Saudi Arabia. The lease has an initial term of 25 years expiring in Year 2047. The right-of-use asset related to this lease was $4.4 million and $4.5 million as of March 31, 2024 and December 31, 2023, respectively. The lease liability was $5.8 million and $5.7 million as of March 31, 2024 and December 31, 2023, respectively. The right-of-use asset and lease liability were recorded in right-of-use assets and other long-term liabilities in the condensed consolidated balance sheets, respectively. The lease expense recorded for the three months ended March 31, 2024 and 2023 was immaterial. In July 2023, the Company entered into a lease agreement with King Abdullah Financial District Development and Management Company, a subsidiary of PIF, which is an affiliate of Ayar, for its corporate office in Saudi Arabia. The lease has an initial term of six years expiring in Year 2029. The right-of-use asset related to this lease was $2.2 million and $2.3 million as of March 31, 2024 and December 31, 2023, respectively. The lease liability was $2.4 million and $2.3 million as of March 31, 2024 and December 31, 2023, respectively. The right-of-use asset and lease liability were recorded in right-of-use assets and other long-term liabilities in the condensed consolidated balance sheets, respectively. The lease expense recorded for the three months ended March 31, 2024 was immaterial. SIDF Loan Agreement In February 2022, Lucid LLC entered into the SIDF Loan Agreement with the SIDF, a related party of PIF, which is an affiliate of Ayar. Under the SIDF Loan Agreement, SIDF has committed to provide the SIDF Loans to Lucid LLC in an aggregate principal amount of up to SAR 5.19 billion (approximately $1.4 billion); provided that SIDF may reduce the availability of SIDF Loans under the facility in certain circumstances. See Note 6 “Debt” for more information. MISA Agreements In February 2022, Lucid LLC entered into agreements with MISA, a related party of PIF, which is an affiliate of Ayar, pursuant to which MISA has agreed to provide economic support for certain capital expenditures in connection with Lucid LLC’s on-going design and construction of AMP-2. The support by MISA is subject to Lucid LLC’s completion of certain milestones related to the construction and operation of AMP-2. Following the commencement of construction, if operations at the plant do not commence within 30 months, or if the agreed scope of operations is not attained within 55 months, MISA may suspend availability of subsequent support. Pursuant to the agreements, MISA has the right to require Lucid LLC to transfer the ownership of AMP-2 to MISA, at the fair market value thereof, minus an amortized value of the support provided in the event of customary events of default including abandonment or material and chronically low utilization of AMP-2. Alternatively, Lucid LLC is entitled to avoid the transfer of the ownership of AMP-2 by electing to pay such amortized value. The agreements will terminate on the fifteenth anniversary of the commencement of CBU operations at AMP-2 at the latest. During the year ended December 31, 2022, the Company received support of SAR 366 million (approximately $97.3 million) in cash, of which $64.0 million was recorded as deferred liability within other long-term liabilities and $33.3 million was recorded as a deduction in calculating the carrying amount of the related assets in the consolidated balance sheet as of December 31, 2022. Subsequently, the Company recorded $64.0 million as a deduction in calculating the carrying amount of the related assets in the consolidated balance sheet as of December 31, 2023. During the year ended December 31, 2023, the Company received support of SAR 366 million (approximately $97.5 million) in cash, of which $62.5 million was recorded as deferred liability within other long-term liabilities and $35.0 million was recorded as a deduction in calculating the carrying amount of the related assets in the consolidated balance sheet as of December 31, 2023. As of March 31, 2024, the Company recorded $47.4 million as deferred liability within other long-term liabilities and $50.1 million as a deduction in calculating the carrying amount of the related assets in the condensed consolidated balance sheet. There were no unfulfilled conditions and contingencies attached to the payments received. GIB Facility Agreement In April 2022, Lucid LLC entered into the GIB Facility Agreement with GIB. GIB is a related party of PIF, which is an affiliate of Ayar. The GIB Facility Agreement provided for two committed revolving credit facilities in an aggregate principal amount of SAR 1 billion (approximately $266.1 million). On March 12, 2023, Lucid LLC entered into an amendment of the GIB Facility Agreement to combine the Bridge Facility and the Working Capital Facility into a committed SAR 1 billion (approximately $266.6 million) GIB Credit Facility which may be used for general corporate purposes. See Note 6 “Debt” for more information. Construction Service Contract Lucid LLC entered into agreements with Al Bawani Company Limited (“Al Bawani”), an affiliate of PIF, which is an affiliate of Ayar, for certain design and construction services in connection with the development of AMP-2. The capital expenditures incurred under these agreements were SAR 498.3 million (approximately $132.9 million) and SAR 444.6 million (approximately $118.6 million) as of March 31, 2024 and December 31, 2023, respectively. Amounts due to Al Bawani under these agreements were SAR 100.1 million (approximately $26.7 million) and SAR 74.0 million (approximately $19.7 million) as of March 31, 2024 and December 31, 2023, respectively, and were primarily recorded within other current liabilities in the condensed consolidated balance sheets. Subscription Agreements On May 31, 2023, the Company entered into the 2023 Subscription Agreement with Ayar, pursuant to which Ayar agreed to purchase from the Company 265,693,703 shares of the Company’s common stock at a price per share of $6.83 in a private placement for aggregate net proceeds of $1.8 billion. In June 2023, the Company issued the shares to Ayar pursuant to the 2023 Subscription Agreement and received aggregate net proceeds of $1.8 billion after deducting issuance costs of $2.0 million. On March 24, 2024, the Company entered into the 2024 Subscription Agreement with Ayar, pursuant to which Ayar agreed to purchase from the Company 100,000 shares of its Redeemable Convertible Preferred Stock for an aggregate purchase price of $1.0 billion in a private placement. On March 29, 2024, the Company issued the shares to Ayar pursuant to the 2024 Subscription Agreement and received aggregate gross proceeds of $1.0 billion . See Note 8 “Redeemable Convertible Preferred Stock” for more information. Common stock acquired by Ayar under the 2023 Subscription Agreement, the Redeemable Convertible Preferred Stock acquired by Ayar under the 2024 Subscription Agreement and the common stock issuable upon conversion thereof are subject to the Investor Rights Agreement dated February 22, 2021 (as amended from time-to-time, the “Investor Rights Agreement”), which governs the registration for resale of such common stock and the Redeemable Convertible Preferred Stock. Human Resources Development Fund (“HRDF”) Joint Cooperation Agreement In March 2023, Lucid LLC entered into a joint cooperation agreement with HRDF, a related party of PIF, which is an affiliate of Ayar. Pursuant to the agreement, Lucid LLC will train and develop local personnel in Saudi Arabia, and HRDF agreed to reimburse the Company training related costs in an aggregate of SAR 29.3 million (approximately $7.8 million) during a one-year program. During the year ended December 31, 2023, the Company received a payment of SAR 8.8 million (approximately $2.3 million) in cash. No payment was received during the three months ended March 31, 2024. The Company recorded $1.4 million and $1.8 million as deferred liability within other current liabilities in the condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023, respectively. The deduction recorded to operating expenses in the condensed consolidated statement of operations and comprehensive loss was immaterial and nil, for the three months ended March 31, 2024 and 2023. EV Purchase Agreement In August 2023, Lucid LLC entered into the EV Purchase Agreement with the Government of Saudi Arabia, a related party of PIF, which is an affiliate of Ayar, as represented by the Ministry of Finance. The EV Purchase Agreement supersedes the letter of undertaking that Lucid LLC entered into in April 2022. Pursuant to the terms of the EV Purchase Agreement, the Government of Saudi Arabia and its entities and corporate subsidiaries and other beneficiaries (collectively, the “Purchaser”) may purchase up to 100,000 vehicles, with a minimum purchase quantity of 50,000 vehicles and an option to purchase up to an additional 50,000 vehicles during a ten-year period. Under the EV Purchase Agreement, the Purchaser may reduce the minimum vehicle purchase quantity by the number of vehicles set out in any purchase order not accepted by us or by the number of vehicles that Lucid LLC fails to deliver within six months from the date of the applicable purchase order. The Purchaser also has absolute discretion to decide whether to exercise the option to purchase the additional 50,000 vehicles. The Company recognized net vehicle sales amount of SAR 192.6 million (approximately $51.4 million) during the three months ended March 31, 2024. The Company recorded amounts due from the Purchaser of SAR 318.4 million (approximately $84.9 million) and SAR 133.2 million (approximately $35.5 million) in accounts receivable, net in the condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023, respectively. See “Vehicle Sales without Residual Value Guarantee” section under Note 2 “Significant Accounting Policies” for the revenue recognition policies. Implementation Agreement with Aston Martin In June 2023, the Company entered into an agreement (the “Implementation Agreement”) with Aston Martin, a related party of PIF, which is an affiliate of Ayar, under which the Company and Aston Martin have established a long-term strategic technology and supply arrangement. On November 6, 2023, pursuant to the terms of the Implementation Agreement, integration and supply arrangements became effective, under which the Company will provide Aston Martin access to its powertrain, battery system, and software technologies, work with Aston Martin to integrate its powertrain and battery components with Aston Martin’s battery electric vehicle chassis, and supply powertrain and battery components to Aston Martin (collectively, the “Strategic Technology Arrangement”). In connection with the commencement of the Strategic Technology Arrangement, the Company received technology access fees in 28,352,273 ordinary shares of Aston Martin (subject to a lock-up provision of 365 days from its issuance) and the first cash installment of $33 million. These shares were initially measured at a fair value of $73.2 million. As of March 31, 2024 and December 31, 2023, the Company remeasured the shares and recorded the fair value of $60.8 million and $81.5 million within investments in equity securities of a related party in the condensed consolidated balance sheets, respectively. The Company will receive the remaining cash payments of $99 million phased over a period of three years. In connection with the Strategic Technology Arrangement, the Company will also receive an aggregate of $10 million for integration service fees phased over a period of three years, of which the Company received $1.6 million during the year ended December 31, 2023 and recorded accounts receivable of $2.1 million in the condensed consolidated balance sheet as of March 31, 2024. The Company accounts for technology access, integration service, and supply arrangement as a single performance obligation and recognizes revenue related to technology access and integration service based on estimated units of delivery under the supply arrangement. As of March 31, 2024 and December 31, 2023, the Company recorded $109.9 million and $107.8 million as deferred revenue primarily within other long-term liabilities in the condensed consolidated balance sheets, respectively. Aston Martin has also committed to an effective minimum spend with the Company on powertrain components of $225 million. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net loss | $ (680,859) | $ (779,528) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements included herein have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Form 10-K filed with the SEC on February 27, 2024. In management’s opinion, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2024 and the results of operations for the three months ended March 31, 2024 and 2023. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the full year ending December 31, 2024 or any other future interim or annual period. |
Principles of Consolidation | The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Significant estimates, assumptions and judgments made by management include, among others, inventory valuation, warranty reserve, useful lives of property, plant and equipment, fair value of common stock warrants, fair value of derivative liability, estimates of residual value guarantee (“RVG”) liability, deferred revenue related to technology access fees and over-the-air (“OTA”) software updates, sales return reserves, assumptions used to measure stock-based compensation expense, and estimated incremental borrowing rates for assessing operating and finance leases. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. |
Reclassifications | Reclassifications Certain prior-period amounts have been reclassified in the accompanying condensed consolidated financial statements and notes thereto in order to conform to the current period presentation. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents. Restricted cash in other current assets is primarily related to letters of credit issued to the landlords for certain of the Company’s leased facilities. |
Accounts Receivable, Net | Accounts Receivable, Net Accounts receivable consist of receivables from our customers and from financial institutions offering financing products to our customers for the sale of vehicles, sales of powertrain kits and services. The Company provides an allowance against accounts receivable for any potential uncollectible amounts. The Company recorded immaterial allowance for uncollectible amounts as of March 31, 2024 and December 31, 2023. |
Concentration of Credit Risk | Concentration of Credit Risk |
Concentration of Supply Risk | Concentration of Supply Risk The Company is dependent on its suppliers, the majority of which are single-source suppliers, and the inability of these suppliers to deliver necessary components of its products according to the schedule and at prices, quality levels and volumes acceptable to the Company, or its inability to efficiently manage these components, could have a material adverse effect on the Company’s results of operations and financial condition. |
Revenue from Contracts with Customers and Other | Revenue from Contracts with Customers Vehicle Sales Vehicle Sales without Residual Value Guarantee Vehicle sales revenue is generated from the sale of electric vehicles to customers. There are two performance obligations identified in vehicle sale arrangements. These are the vehicle including an onboard advanced driver assistance system (“ADAS”), and the right to unspecified OTA software updates to be provided as and when available over the term of the basic vehicle warranty, which is generally 4 years. Payment is typically received at the time of delivery or shortly after delivery of the vehicle to the customer, except for vehicle sales under the EV Purchase Agreement. The Company recognizes revenue related to the vehicle when the customer obtains control of the vehicle which occurs at a point in time either upon completion of delivery to the agreed upon delivery location or upon pick up of the vehicle by the customer. As the unspecified OTA software updates are provided when-and-if they become available, revenue related to OTA software updates is recognized ratably over the basic vehicle warranty term, commencing when control of the vehicle is transferred to the customer. At the time of revenue recognition, the Company reduces the transaction price and records a sales return reserve against revenue for estimated variable consideration related to future product returns. Return rate estimates are based on historical experience and sales return reserve balance was not material as of March 31, 2024 and December 31, 2023. Vehicle Sales with Residual Value Guarantee Other Other consists of revenue from non-warranty after-sales vehicle services, sales of battery pack systems, powertrain kits, retail merchandise, and regulatory credits. |
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock Accounting for the Redeemable Convertible Preferred Stock requires an evaluation to determine if liability classification is required under ASC 480-10. Liability classification is required for freestanding financial instruments that are (1) subject to an unconditional obligation requiring the issuer to redeem the instrument by transferring assets, such as those that are mandatorily redeemable, (2) instruments other than equity shares that embody an obligation of the issuer to repurchase its equity shares, or (3) certain types of instruments that obligate the issuer to issue a variable number of equity shares. Securities that do not meet the scoping criteria to be classified as a liability under ASC 480 are subject to redeemable equity guidance, which prescribes securities that may be subject to redemption upon an event not solely within the Company’s control to be classified as temporary equity. Securities classified in temporary equity are initially measured at the proceeds received, net of issuance costs and excluding the fair value of bifurcated embedded derivatives, if any. Subsequent measurement of the carrying value of the Redeemable Convertible Preferred Stock is required as the instrument is probable of becoming redeemable. The Company accretes the Redeemable Convertible Preferred Stock to its redemption value. In certain circumstances, the redemption price may vary based on changes in stock price, in which case the Company will recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the then current maximum redemption value at the end of each reporting period. |
Derivative Liability | Derivative Liability The Company evaluates all of its financial instruments, including convertible notes and redeemable convertible preferred stock, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company applies significant judgment to identify and evaluate complex terms and conditions in these contracts and agreements to determine whether embedded derivatives exist. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract. Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the condensed consolidated statements of operations and comprehensive loss at each reporting period end. Bifurcated embedded derivatives are classified as a separate asset or liability in the condensed consolidated balance sheet. The Company’s derivative liability is related to the conversion features embedded in the Redeemable Convertible Preferred Stock. See Note 8 “Redeemable Convertible Preferred Stock” for more information. Except for the policies described above, there have been no significant changes to accounting policies during the three months ended March 31, 2024. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires incremental segment information disclosure on an annual and interim basis. This amendment includes disclosure of significant segment expenses which are regularly provided to the CODM and included within each reported measure of segment profit or loss; other segment items by reportable segment and a description of its composition; reportable segment’s profit or loss and assets; additional measures of segment profit or loss if the CODM uses more than one measure of a segment’s profit or loss in assessing segment performance, and the title and position of the entity’s CODM and how the CODM uses the reported measures of segment profit or loss in assessing segment performance and determining resource allocation. The Company with a single reportable segment is required to provide all the disclosures from this amendment. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted, and should be applied retrospectively. The Company is evaluating the impact of this amendment to the related financial statement disclosures and expects to adopt them for the year ended December 31, 2024. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires incremental annual income tax disclosures. This amendment includes disclosures of specific categories in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold; income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes, and also disaggregated by individual jurisdictions that meet a quantitative threshold; income (or loss) from continuing operations before income tax expenses (or benefit) disaggregated between domestic and foreign; and income tax expense (or benefit) from continuing operations disaggregated by federal, state and foreign. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted and should be applied prospectively (with retrospective application permitted). The Company is evaluating the impact of this amendment to the related financial statement disclosures. In March 2024, the SEC issued its final rule that requires certain climate-related disclosures in annual reports, including governance, oversight, and risk management processes on material climate-related risks; material impact of climate risks on the Company’s strategy, business model, and outlook; material climate targets and goals; and material financial statements impacts due to severe weather events and other natural conditions. This SEC rule provides phased effective dates, starting with fiscal years beginning on or after January 1, 2025. The Company is evaluating the impact of this rule on its annual reports. 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) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents, and restricted cash to amounts shown in the statements of cash flows (in thousands): March 31, 2024 December 31, 2023 Cash and cash equivalents $ 2,169,489 $ 1,369,947 Restricted cash included in other current assets 21 1,560 Total cash, cash equivalents, and restricted cash $ 2,169,510 $ 1,371,507 |
Schedule of Restricted Cash | The following table provides a reconciliation of cash, cash equivalents, and restricted cash to amounts shown in the statements of cash flows (in thousands): March 31, 2024 December 31, 2023 Cash and cash equivalents $ 2,169,489 $ 1,369,947 Restricted cash included in other current assets 21 1,560 Total cash, cash equivalents, and restricted cash $ 2,169,510 $ 1,371,507 |
Schedule of Disaggregation of Revenue | The disaggregation of the Company’s revenue by geographic area based on the sales location of vehicles was as follows (in thousands): Three Months Ended March 31, 2024 2023 North America $ 114,756 $ 148,762 Middle East 54,582 668 Other international 3,402 2 Total Revenue $ 172,740 $ 149,432 |
RESTRUCTURING (Tables)
RESTRUCTURING (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Liabilities | A summary of restructuring liabilities associated with the Restructuring Plan was as follows (in thousands): Three Months Ended March 31, 2024 2023 Restructuring liabilities - beginning of period $ 54 $ — Restructuring charges excluding non-cash items (1) — 23,939 Cash payments (54) — Restructuring liabilities - end of period $ — $ 23,939 (1) Excluded non-cash items of $1.4 million for the three months ended March 31, 2023, which was net of accelerated stock-based compensation expense of $3.4 million and a reversal of $4.8 million related to previously recognized stock-based compensation expenses for unvested restricted stock awards. |
BALANCE SHEETS COMPONENTS (Tabl
BALANCE SHEETS COMPONENTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Inventory | Inventory as of March 31, 2024 and December 31, 2023 was as follows (in thousands): March 31, December 31, Raw materials $ 147,156 $ 210,283 Work in progress 57,902 53,227 Finished goods 360,595 432,726 Total Inventory $ 565,653 $ 696,236 |
Schedule of Property, Plant and Equipment, Net and Construction in Progress | Property, plant and equipment, net as of March 31, 2024 and December 31, 2023 was as follows (in thousands): March 31, December 31, Land and land improvements $ 69,718 $ 69,718 Building and improvements (1) 602,772 576,097 Machinery, tooling and vehicles (2) 1,076,742 1,045,485 Computer equipment and software 81,559 74,336 Leasehold improvements 235,271 221,619 Furniture and fixtures 46,287 45,315 Finance leases 91,182 94,285 Construction in progress 1,334,675 1,185,413 Total Property, plant and equipment 3,538,206 3,312,268 Less accumulated depreciation and amortization (566,605) (501,401) Property, plant and equipment, net $ 2,971,601 $ 2,810,867 (1) As of March 31, 2024 and December 31, 2023, $123.1 million and $120.2 million of capital expenditure support received from Ministry of Investment of Saudi Arabia (“MISA”) was primarily recorded as a deduction to the AMP-2 building balance, respectively. See Note 16 “Related Party Transactions” for more information. (2) Included $34.8 million and $32.5 million of service loaner vehicles as of March 31, 2024 and December 31, 2023, respectively. March 31, December 31, Machinery and tooling $ 846,452 $ 728,751 Construction of AMP-1 and AMP-2 (1) 466,077 430,878 Leasehold improvements 22,146 25,784 Total construction in progress $ 1,334,675 $ 1,185,413 (1) As of March 31, 2024 and December 31, 2023, $24.3 million and $12.1 million, of capital expenditure support received from MISA was recorded primarily as a deduction to the AMP-2 facility construction in progress balance, respectively. See Note 16 “Related Party Transactions” for more information. |
Schedule of Other Current Liabilities | Other current liabilities as of March 31, 2024 and December 31, 2023 were as follows (in thousands): March 31, December 31, Engineering, design, and testing accrual $ 45,825 $ 42,176 Construction in progress 177,989 156,414 Accrued purchases (1) 43,414 44,957 Retail leasehold improvements accrual 4,498 6,005 Third-party services accrual 38,911 41,478 Tooling liability 75,308 49,925 Short-term borrowings 72,524 72,533 Operating lease liabilities, current portion 30,258 28,431 Reserve for loss on firm inventory purchase commitments 118,927 143,566 Accrued warranty 13,470 22,677 Other current liabilities 205,917 190,828 Total other current liabilities $ 827,041 $ 798,990 (1) Primarily represent accruals for inventory related purchases and transportation charges that had not been invoiced. |
Schedule of Other Long-Term Liabilities | Other long-term liabilities as of March 31, 2024 and December 31, 2023 were as follows (in thousands): March 31, December 31, Operating lease liabilities, net of current portion $ 239,081 $ 244,122 Other long-term liabilities (1)(2) 286,833 280,217 Total other long-term liabilities $ 525,914 $ 524,339 (1) As of March 31, 2024 and December 31, 2023, $47.4 million and $62.5 million of capital expenditure support received from MISA was recorded as deferred liability within other long-term liabilities in the condensed consolidated balance sheets, respectively. See Note 16 “Related Party Transactions” for more information. (2) As of March 31, 2024 and December 31, 2023, $107.8 million of deferred revenue was recorded within other long-term liabilities in the condensed consolidated balance sheets, in connection with the strategic technology and supply arrangement, and integration and supply arrangements with Aston Martin Lagonda Global Holdings plc (together with its subsidiaries, “Aston Martin”). See Note 16 “Related Party Transactions” for more information. |
Schedule of Accrued Warranty Activities | Accrued warranty activities consisted of the following (in thousands): Three Months Ended March 31, 2024 2023 Accrued warranty - beginning of period (2) $ 46,076 $ 22,949 Warranty costs incurred (18,068) (8,260) Provision for warranty (1) 20,155 11,186 Accrued warranty - end of period (2) $ 48,163 $ 25,875 (1) Provision for warranty for the three months ended March 31, 2024 and 2023 included estimated costs related to the recalls identified and/or special campaigns to repair or replace items under warranties. (2) Accrued warranty balance of $13.5 million and $22.7 million, respectively, was recorded within other current liabilities, and $34.7 million and $23.4 million, respectively, was recorded within other long-term liabilities, in the condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023. |
FAIR VALUE MEASUREMENTS AND F_2
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets Subject to Fair Value Measurements on a Recurring Basis by Level Within the Fair Value Hierarchy | The following table sets forth the Company’s financial assets subject to fair value measurements on a recurring basis by level within the fair value hierarchy as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 Reported As: Amortized cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and cash equivalents Short-Term Investments Long-Term Investments Cash $ 1,388,590 $ — $ — $ 1,388,590 $ 1,388,590 $ — $ — Level 1: Money market funds 638,232 — — 638,232 638,232 — — U.S. Treasury securities 1,798,047 408 (2,627) 1,795,828 92,667 1,219,989 483,172 Subtotal 2,436,279 408 (2,627) 2,434,060 730,899 1,219,989 483,172 Level 2: Certificates of deposit 67,899 50 (13) 67,936 — 67,936 — Time deposits 100,000 — — 100,000 50,000 50,000 — Commercial paper 171,352 24 (17) 171,359 — 171,359 — Corporate debt securities 460,025 451 (441) 460,035 — 315,616 144,419 Subtotal 799,276 525 (471) 799,330 50,000 604,911 144,419 Total $ 4,624,145 $ 933 $ (3,098) $ 4,621,980 $ 2,169,489 $ 1,824,900 $ 627,591 December 31, 2023 Reported As: Amortized cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and cash equivalents Short-Term Investments Long-Term Investments Cash $ 516,673 $ — $ — $ 516,673 $ 516,673 $ — $ — Level 1: Money market funds 698,702 — — 698,702 698,702 — — U.S. Treasury securities 2,033,711 2,480 (2,073) 2,034,118 104,572 1,638,537 291,009 Subtotal 2,732,413 2,480 (2,073) 2,732,820 803,274 1,638,537 291,009 Level 2: Certificates of deposit 105,993 97 (22) 106,068 — 106,068 — Time Deposits 50,000 — — 50,000 50,000 — — Commercial paper 299,248 191 (8) 299,431 — 299,431 — Corporate debt securities 615,350 1,101 (669) 615,782 — 445,762 170,020 Subtotal 1,070,591 1,389 (699) 1,071,281 50,000 851,261 170,020 Total $ 4,319,677 $ 3,869 $ (2,772) $ 4,320,774 $ 1,369,947 $ 2,489,798 $ 461,029 |
Schedule of Available-for-Sale Securities by Contractual Maturity | The following table summarizes our available-for-sale securities by contractual maturity: March 31, 2024 Amortized cost Estimated Fair Value Within one year $ 1,826,205 $ 1,824,900 After one year through three years 628,450 627,591 Total $ 2,454,655 $ 2,452,491 |
Schedule of Reconciliation of Common Stock Warrant Liability and Derivative Liability Measured and Recorded at Fair Value on a Recurring Basis | The following table presents a reconciliation of the common stock warrant liability and derivative liability measured and recorded at fair value on a recurring basis (in thousands): Three Months Ended March 31, 2024 2023 Derivative Liability Common Stock Warrant Liability Common Stock Warrant Liability Fair value-beginning of period $ — $ 53,664 $ 140,590 Issuance 497,100 — — Change in fair value — (27,054) 40,802 Fair value-end of period $ 497,100 $ 26,610 $ 181,392 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes and Components of Interest Expense | The following table is a summary of the 2026 Notes as of March 31, 2024 and December 31, 2023 (in millions): March 31, 2024 December 31, 2023 Principal Amount $ 2,012.5 $ 2,012.5 Unamortized Debt Discounts and Issuance Costs (14.2) (15.5) Net Carrying Amount $ 1,998.3 $ 1,997.0 Fair Value (Level 2) $ 1,041.5 $ 1,061.6 Three Months Ended March 31, 2024 2023 Contractual interest $ 6.3 $ 6.3 Amortization of debt discounts and debt issuance costs 1.3 1.3 Interest expense $ 7.6 $ 7.6 |
COMMON STOCK WARRANT LIABILITY
COMMON STOCK WARRANT LIABILITY (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Schedule of Fair Value of Private Placement Warrants and Level 3 Fair Value Inputs | The fair value of the Private Placement Warrants that are not subject to the contingent forfeiture provisions was estimated using a Black-Scholes option pricing model, and were as follows: March 31, 2024 December 31, 2023 Fair value of Private Placement Warrants per share $ 0.60 $ 1.21 March 31, 2024 December 31, 2023 Volatility 90.0 % 85.0 % Expected term (in years) 2.3 2.6 Risk-free rate 4.5 % 4.1 % Dividend yield — % — % The level 3 fair value inputs used in the valuation of the derivative liability were as follows: March 31, 2024 Volatility 40 % Credit spread 28.5 % Stock price $ 2.85 Term (in years) 5 Risk-free rate 4.2 % |
REDEEMABLE CONVERTIBLE PREFER_2
REDEEMABLE CONVERTIBLE PREFERRED STOCK (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Temporary Equity Disclosure [Abstract] | |
Schedule of Significant Inputs Used in the Valuation of the Derivative Liability | The fair value of the Private Placement Warrants that are not subject to the contingent forfeiture provisions was estimated using a Black-Scholes option pricing model, and were as follows: March 31, 2024 December 31, 2023 Fair value of Private Placement Warrants per share $ 0.60 $ 1.21 March 31, 2024 December 31, 2023 Volatility 90.0 % 85.0 % Expected term (in years) 2.3 2.6 Risk-free rate 4.5 % 4.1 % Dividend yield — % — % The level 3 fair value inputs used in the valuation of the derivative liability were as follows: March 31, 2024 Volatility 40 % Credit spread 28.5 % Stock price $ 2.85 Term (in years) 5 Risk-free rate 4.2 % |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Future Issuances | The Company’s common stock reserved for future issuances as of March 31, 2024 was as follows: March 31, 2024 Private Placement Warrants to purchase common stock 44,350,000 Stock options outstanding 31,299,940 Restricted stock units outstanding 64,518,413 Shares available for future grants under equity plans 11,563,534 If-converted common shares from convertible note 36,737,785 If-converted common shares from redeemable convertible preferred stock 278,357,254 Total shares of common stock reserved 466,826,926 |
STOCK-BASED AWARDS (Tables)
STOCK-BASED AWARDS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | A summary of stock option activity for the three months ended March 31, 2024 was as follows: Outstanding Options Number of Options Weighted Average Exercise Price Weighted-Average Remaining Contractual Term Intrinsic Value (in thousands) Balance as of December 31, 2023 32,911,135 $ 1.99 5.5 $ 91,785 Options granted 118,456 4.57 Options exercised (1,415,298) 1.08 Options canceled (314,353) 6.38 Balance as of March 31, 2024 31,299,940 $ 2.00 5.19 $ 50,669 Options vested and exercisable as of March 31, 2024 26,319,750 $ 1.21 4.94 $ 49,301 |
Schedule of Restricted Stock Units Activity | A summary of RSUs activity for the three months ended March 31, 2024 was as follows: Restricted Stock Units Time-Based Shares Performance-Based Shares Total Shares Weighted-Average Grant-Date Fair Value Balance as of December 31, 2023 54,699,739 9,305,825 64,005,564 $ 10.90 Granted 9,880,263 1,550,107 11,430,370 2.93 Vested (6,683,649) (535,598) (7,219,247) 12.39 Cancelled/Forfeited (2,095,984) (1,602,290) (3,698,274) 8.03 Balance as of March 31, 2024 55,800,369 8,718,044 64,518,413 $ 9.48 |
Schedule of Performance-Based RSUs | The fair value of these performance-based RSUs was measured on the grant date, March 27, 2021, using a Monte Carlo simulation model, with the following assumptions: Weighted average volatility 60.0 % Expected term (in years) 5.0 Risk-free interest rate 0.9 % Expected dividends — % |
Schedule of Stock-Based Compensation Expense | Total employee and nonemployee stock-based compensation expense for the three months ended March 31, 2024 and 2023, was classified in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands): Three Months Ended March 31, 2024 2023 Cost of revenue $ 912 $ 574 Research and development 37,533 27,983 Selling, general and administrative 25,251 26,705 Restructuring charges — (1,443) Total $ 63,696 $ 53,819 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Schedule of Operating and Finance Leases | The balances for the operating and finance leases where the Company is the lessee are presented as follows within the Company’s condensed consolidated balance sheets (in thousands): March 31, December 31, Operating leases: Right-of-use assets $ 217,699 $ 221,508 Other current liabilities $ 30,258 $ 28,431 Other long-term liabilities 239,081 244,122 Total operating lease liabilities $ 269,339 $ 272,553 Finance leases: Property, plant and equipment, net $ 84,036 $ 85,055 Total finance lease assets $ 84,036 $ 85,055 Finance lease liabilities, current portion $ 7,548 $ 8,202 Finance lease liabilities, net of current portion 75,807 77,653 Total finance lease liabilities $ 83,355 $ 85,855 |
Schedule of Lease Cost | The components of lease expense were as follows within the Company’s condensed consolidated statements of operations and comprehensive loss (in thousands): Three Months Ended March 31, 2024 2023 Operating lease expense: Operating lease expense (1) $ 15,010 $ 12,815 Variable lease expense 447 445 Finance lease expense: Amortization of leased assets $ 1,019 $ 1,405 Interest on lease liabilities 1,169 1,244 Total finance lease expense $ 2,188 $ 2,649 Total lease expense $ 17,645 $ 15,909 (1) Excluded short-term leases, which were not material. Other information related to leases where the Company is the lessee was as follows: March 31, December 31, Weighted-average remaining lease term (in years): Operating leases 6.6 6.8 Finance leases 2.3 2.6 Weighted-average discount rate: Operating leases 11.28 % 11.01 % Finance leases 5.60 % 5.59 % |
Schedule of Operating Lease Maturity | As of March 31, 2024, the maturities of the Company’s operating and finance lease liabilities (excluding short-term leases) were as follows (in thousands): Operating Leases Finance Leases 2024 (remainder of the year) $ 43,077 $ 4,673 2025 63,912 6,619 2026 60,491 82,488 2027 52,668 117 2028 48,891 37 Thereafter 120,875 — Total minimum lease payments 389,914 93,934 Less: Interest (120,575) (10,579) Present value of lease obligations 269,339 83,355 Less: Current portion (30,258) (7,548) Long-term portion of lease obligations $ 239,081 $ 75,807 |
Schedule of Finance Lease Maturity | As of March 31, 2024, the maturities of the Company’s operating and finance lease liabilities (excluding short-term leases) were as follows (in thousands): Operating Leases Finance Leases 2024 (remainder of the year) $ 43,077 $ 4,673 2025 63,912 6,619 2026 60,491 82,488 2027 52,668 117 2028 48,891 37 Thereafter 120,875 — Total minimum lease payments 389,914 93,934 Less: Interest (120,575) (10,579) Present value of lease obligations 269,339 83,355 Less: Current portion (30,258) (7,548) Long-term portion of lease obligations $ 239,081 $ 75,807 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Estimated Future Payments | The estimated future payments having a remaining term in excess of one year as of March 31, 2024 were as follows (in thousands): Years ended December 31, Minimum Purchase Commitment (1) 2024 (remainder of the year) $ 341,376 2025 469,334 2026 706,837 2027 703,205 2028 692,764 Thereafter 2,016,409 Total $ 4,929,925 (1) Included minimum purchase commitment of approximately $4.9 billion of battery cells from Panasonic Energy Co., Ltd. and certain of its affiliates, using the base prices per the agreements. |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders | Basic and diluted net loss per share attributable to common stockholders are calculated as follows (in thousands, except share and per share amounts): Three Months Ended March 31, 2024 2023 Net loss $ (680,859) $ (779,528) Accretion of redeemable convertible preferred stock (3,901) — Net loss attributable to common stockholders, basic and diluted $ (684,760) $ (779,528) Weighted-average shares outstanding attributable to common stockholders, basic and diluted 2,301,870,644 1,831,725,009 Net loss per share attributable to common stockholders, basic and diluted $ (0.30) $ (0.43) |
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: March 31, Excluded Securities 2024 2023 Private Placement Warrants to purchase common stock 44,350,000 44,350,000 Options outstanding to purchase common stock 31,299,940 36,450,296 RSUs outstanding 58,879,709 44,064,453 Employee stock purchase plan 15,503,221 10,251,959 If-converted common shares from convertible note 36,737,785 36,737,785 If-converted common shares from redeemable convertible preferred stock 278,148,643 — Total 464,919,298 171,854,493 |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details) $ / shares in Units, ر.س in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||
Mar. 29, 2024 USD ($) | Mar. 24, 2024 USD ($) $ / shares shares | May 31, 2023 USD ($) shares | Apr. 29, 2022 USD ($) facility | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) facility | Mar. 31, 2024 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) facility | Dec. 31, 2023 USD ($) $ / shares | Mar. 12, 2023 USD ($) | Nov. 08, 2022 USD ($) | Jun. 30, 2022 USD ($) | Apr. 29, 2022 SAR (ر.س) facility | Feb. 27, 2022 USD ($) | Feb. 27, 2022 SAR (ر.س) | |
Debt Instrument [Line Items] | |||||||||||||||||
Net loss | $ 680,859,000 | $ 779,528,000 | |||||||||||||||
Accumulated deficit | $ 10,879,611,000 | $ 10,198,752,000 | |||||||||||||||
Convertible preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||||
Equity Distribution Agreement | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Consideration to be received on agreement | $ 600,000,000 | ||||||||||||||||
Net proceeds received | $ 594,300,000 | ||||||||||||||||
Remaining number of shares available (in shares) | shares | 0 | ||||||||||||||||
2022 Subscription Agreement | Ayar | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Consideration to be received on agreement | $ 915,000,000 | ||||||||||||||||
Net proceeds received | 915,000,000 | ||||||||||||||||
Underwriting Agreement | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Consideration to be received on agreement | $ 1,200,000,000 | ||||||||||||||||
Net proceeds received | $ 1,200,000,000 | ||||||||||||||||
2023 Subscription Agreement | Ayar | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Consideration to be received on agreement | $ 1,800,000,000 | ||||||||||||||||
Net proceeds received | $ 1,800,000,000 | ||||||||||||||||
Number of shares issued (in shares) | shares | 265,693,703 | ||||||||||||||||
2024 Subscription Agreement | Ayar | Redeemable Convertible Preferred Stock | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Consideration to be received on agreement | $ 1,000,000,000 | ||||||||||||||||
Net proceeds received | $ 1,000,000,000 | ||||||||||||||||
Number of shares issued (in shares) | shares | 100,000 | ||||||||||||||||
Convertible preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||||||||||||
SIDF | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face amount | 1,400,000,000 | $ 1,400,000,000 | $ 1,400,000,000 | ر.س 5,190 | |||||||||||||
ABL Credit Facility | Line of Credit | Revolving Credit Facility | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, term | 5 years | ||||||||||||||||
Maximum borrowing capacity | 1,000,000,000 | $ 1,000,000,000 | $ 1,000,000,000 | ||||||||||||||
ABL Credit Facility | Line of Credit | Bridge Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Maximum borrowing capacity | $ 100,000,000 | ||||||||||||||||
GIB Facility Agreement | Line of Credit | Revolving Credit Facility | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Maximum borrowing capacity | $ 266,100,000 | $ 266,600,000 | $ 266,100,000 | $ 266,600,000 | $ 266,100,000 | $ 266,600,000 | ر.س 1,000 | ||||||||||
Number of facilities | facility | 2 | 2 | 2 | 2 | |||||||||||||
GIB Facility Agreement | Line of Credit | Revolving Credit Facility | Saudi Arabian Interbank Offered Rate | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Interest rate | 1.40% | ||||||||||||||||
GIB Facility Agreement | Line of Credit | Bridge Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Maximum borrowing capacity | $ 173,000,000 | $ 173,000,000 | $ 173,000,000 | ر.س 650 | |||||||||||||
GIB Facility Agreement | Line of Credit | Bridge Loan | Saudi Arabian Interbank Offered Rate | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Interest rate | 1.25% | ||||||||||||||||
GIB Facility Agreement | Line of Credit | Working Capital Facility | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Maximum borrowing capacity | $ 93,100,000 | $ 93,100,000 | $ 93,100,000 | ر.س 350 | |||||||||||||
GIB Facility Agreement | Line of Credit | Working Capital Facility | Saudi Arabian Interbank Offered Rate | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Interest rate | 1.70% |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 2,169,489 | $ 1,369,947 | ||
Restricted cash included in other current assets | 21 | 1,560 | ||
Total cash, cash equivalents, and restricted cash | $ 2,169,510 | $ 1,371,507 | $ 901,595 | $ 1,737,320 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 USD ($) obligation | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Revenue, Major Customer [Line Items] | |||
Number of performance obligations | obligation | 2 | ||
Basic vehicle warranty term | 4 years | ||
Revenues | $ 172,740 | $ 149,432 | |
Electric Vehicle Purchase Agreement | Customer Concentration Risk | Accounts Receivable | Government of Saudi Arabia | |||
Revenue, Major Customer [Line Items] | |||
Concentration risk (as a percent) | 66.90% | 68.50% | |
Vehicle Sales with RVG | |||
Revenue, Major Customer [Line Items] | |||
Revenues | $ 89,500 | $ 18,700 | |
Vehicle Sales with OTA and Remarketing | |||
Revenue, Major Customer [Line Items] | |||
Vehicle Sales primarily with OTA and Remarketing | 33,400 | $ 28,700 | |
Vehicle Sales with OTA and Remarketing | Other Current Liabilities | |||
Revenue, Major Customer [Line Items] | |||
Vehicle Sales primarily with OTA and Remarketing | 9,000 | 7,700 | |
Vehicle Sales with OTA and Remarketing | Other Noncurrent Liabilities | |||
Revenue, Major Customer [Line Items] | |||
Vehicle Sales primarily with OTA and Remarketing | $ 24,400 | $ 21,000 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue, Major Customer [Line Items] | ||
Revenues | $ 172,740 | $ 149,432 |
North America | ||
Revenue, Major Customer [Line Items] | ||
Revenues | 114,756 | 148,762 |
Middle East | ||
Revenue, Major Customer [Line Items] | ||
Revenues | 54,582 | 668 |
Other international | ||
Revenue, Major Customer [Line Items] | ||
Revenues | $ 3,402 | $ 2 |
RESTRUCTURING - Narrative (Deta
RESTRUCTURING - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | ||
Restructuring charges | $ 0 | $ 22,496,000 |
RESTRUCTURING - Schedule of Res
RESTRUCTURING - Schedule of Restructuring Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Restructuring Reserve [Roll Forward] | ||
Restructuring liabilities - beginning of period | $ 54 | $ 0 |
Restructuring charges excluding non-cash items | 0 | 23,939 |
Cash payments | (54) | 0 |
Restructuring liabilities - end of period | 0 | 23,939 |
Non-cash items, net | 1,400 | |
Accelerated stock-based compensation expense | 3,400 | |
Stock-based compensation expense reversal | $ (63,696) | (53,819) |
Unvested Restricted Stock Award | ||
Restructuring Reserve [Roll Forward] | ||
Stock-based compensation expense reversal | $ 4,800 |
BALANCE SHEETS COMPONENTS - Sch
BALANCE SHEETS COMPONENTS - Schedule of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 147,156 | $ 210,283 |
Work in progress | 57,902 | 53,227 |
Finished goods | 360,595 | 432,726 |
Total Inventory | $ 565,653 | $ 696,236 |
BALANCE SHEETS COMPONENTS - Nar
BALANCE SHEETS COMPONENTS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Inventory [Line Items] | ||
Inventory write-down | $ 137,800 | $ 227,000 |
Depreciation and amortization | 68,838 | 49,838 |
Construction in progress | ||
Inventory [Line Items] | ||
Interest capitalized | $ 3,000 | $ 1,800 |
BALANCE SHEETS COMPONENTS - S_2
BALANCE SHEETS COMPONENTS - Schedule of Property, Plant and Equipment, Net (Details) $ in Thousands, ر.س in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 SAR (ر.س) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 SAR (ر.س) | |
Property, Plant and Equipment [Line Items] | |||||
Total Property, plant and equipment | $ 3,538,206 | $ 3,312,268 | |||
Less accumulated depreciation and amortization | (566,605) | (501,401) | |||
Property, plant and equipment, net | 2,971,601 | 2,810,867 | |||
MISA | Government Grant | Related Party | |||||
Property, Plant and Equipment [Line Items] | |||||
Related party transaction, amount of transaction | 97,500 | ر.س 366 | $ 97,300 | ر.س 366 | |
Land and land improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant, and equipment | 69,718 | 69,718 | |||
Building and improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant, and equipment | 602,772 | 576,097 | |||
Machinery, tooling and vehicles | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant, and equipment | 1,076,742 | 1,045,485 | |||
Service Loaner Vehicles | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant, and equipment | 34,800 | 32,500 | |||
Computer equipment and software | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant, and equipment | 81,559 | 74,336 | |||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant, and equipment | 235,271 | 221,619 | |||
Furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant, and equipment | 46,287 | 45,315 | |||
Finance leases | |||||
Property, Plant and Equipment [Line Items] | |||||
Finance leases | 91,182 | 94,285 | |||
Construction in progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant, and equipment | 1,334,675 | 1,185,413 | |||
AMP-2 Building Balance | MISA | Government Grant | Related Party | |||||
Property, Plant and Equipment [Line Items] | |||||
Related party transaction, amount of transaction | $ (123,100) | $ (120,200) |
BALANCE SHEETS COMPONENTS - S_3
BALANCE SHEETS COMPONENTS - Schedule of Construction in Progress (Details) $ in Thousands, ر.س in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 SAR (ر.س) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 SAR (ر.س) | |
MISA | Government Grant | Related Party | |||||
Property, Plant and Equipment [Line Items] | |||||
Related party transaction, amount of transaction | $ 97,500 | ر.س 366 | $ 97,300 | ر.س 366 | |
Construction in progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Total construction in progress | $ 1,334,675 | 1,185,413 | |||
Machinery and tooling | |||||
Property, Plant and Equipment [Line Items] | |||||
Total construction in progress | 846,452 | 728,751 | |||
Construction of AMP-1 and AMP-2 | |||||
Property, Plant and Equipment [Line Items] | |||||
Total construction in progress | 466,077 | 430,878 | |||
AMP-2 Construction In Progress Balance | MISA | Government Grant | Related Party | |||||
Property, Plant and Equipment [Line Items] | |||||
Related party transaction, amount of transaction | (24,300) | (12,100) | $ (33,300) | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Total construction in progress | $ 22,146 | $ 25,784 |
BALANCE SHEETS COMPONENTS - S_4
BALANCE SHEETS COMPONENTS - Schedule of Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Engineering, design, and testing accrual | $ 45,825 | $ 42,176 |
Construction in progress | 177,989 | 156,414 |
Accrued purchases | 43,414 | 44,957 |
Retail leasehold improvements accrual | 4,498 | 6,005 |
Third-party services accrual | 38,911 | 41,478 |
Tooling liability | 75,308 | 49,925 |
Short-term borrowings | 72,524 | 72,533 |
Operating lease liabilities, current portion | 30,258 | 28,431 |
Reserve for loss on firm inventory purchase commitments | 118,927 | 143,566 |
Accrued warranty | 13,470 | 22,677 |
Other current liabilities | 205,917 | 190,828 |
Total other current liabilities | $ 827,041 | $ 798,990 |
BALANCE SHEETS COMPONENTS - S_5
BALANCE SHEETS COMPONENTS - Schedule of Other Long-Term Liabilities (Details) $ in Thousands, ر.س in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 SAR (ر.س) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 SAR (ر.س) | |
Property, Plant and Equipment [Line Items] | |||||
Operating lease liabilities, net of current portion | $ 239,081 | $ 244,122 | |||
Other long-term liabilities | 286,833 | 280,217 | |||
Total other long-term liabilities | 525,914 | 524,339 | |||
Related Party | |||||
Property, Plant and Equipment [Line Items] | |||||
Total other long-term liabilities | 163,424 | 178,311 | |||
MISA | Government Grant | Related Party | |||||
Property, Plant and Equipment [Line Items] | |||||
Related party transaction, amount of transaction | 97,500 | ر.س 366 | $ 97,300 | ر.س 366 | |
MISA | Other Noncurrent Liabilities | Government Grant | Related Party | |||||
Property, Plant and Equipment [Line Items] | |||||
Related party transaction, amount of transaction | 47,400 | 62,500 | $ 64,000 | ||
Aston Martin Lagonda Global Holdings plc | Strategic Technology Arrangement | Related Party | |||||
Property, Plant and Equipment [Line Items] | |||||
Total other long-term liabilities | $ 107,800 | $ 107,800 |
BALANCE SHEETS COMPONENTS - S_6
BALANCE SHEETS COMPONENTS - Schedule of Accrued Warranty Activities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward] | ||
Accrued warranty - beginning of period | $ 46,076 | $ 22,949 |
Warranty costs incurred | (18,068) | (8,260) |
Provision for warranty | 20,155 | 11,186 |
Accrued warranty - end of period | 48,163 | $ 25,875 |
Other Current Liabilities | ||
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward] | ||
Accrued warranty - beginning of period | 22,700 | |
Accrued warranty - end of period | 13,500 | |
Other Long-Term Liabilities | ||
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward] | ||
Accrued warranty - beginning of period | 23,400 | |
Accrued warranty - end of period | $ 34,700 |
FAIR VALUE MEASUREMENTS AND F_3
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Schedule of Financial Assets Subject to Fair Value Measurements on a Recurring Basis by Level Within the Fair Value Hierarchy (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, amortized cost | $ 2,169,489 | $ 1,369,947 |
Short-term investments | 1,824,900 | 2,489,798 |
Long-term investments | 627,591 | 461,029 |
Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, amortized cost | 2,169,489 | 1,369,947 |
Gross Unrealized Gains | 933 | 3,869 |
Gross Unrealized Losses | (3,098) | (2,772) |
Short-term investments | 1,824,900 | 2,489,798 |
Long-term investments | 627,591 | 461,029 |
Total, amortized cost | 4,624,145 | 4,319,677 |
Total, estimated fair value | 4,621,980 | 4,320,774 |
Fair Value, Recurring | Cash | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, amortized cost | 1,388,590 | 516,673 |
Cash, estimated fair value | 1,388,590 | 516,673 |
Short-term investments | 0 | 0 |
Long-term investments | 0 | 0 |
Fair Value, Recurring | Level 1: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, amortized cost | 730,899 | 803,274 |
Amortized cost | 2,436,279 | 2,732,413 |
Gross Unrealized Gains | 408 | 2,480 |
Gross Unrealized Losses | (2,627) | (2,073) |
Estimated Fair Value | 2,434,060 | 2,732,820 |
Short-term investments | 1,219,989 | 1,638,537 |
Long-term investments | 483,172 | 291,009 |
Fair Value, Recurring | Level 2: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, amortized cost | 50,000 | 50,000 |
Amortized cost | 799,276 | 1,070,591 |
Gross Unrealized Gains | 525 | 1,389 |
Gross Unrealized Losses | (471) | (699) |
Estimated Fair Value | 799,330 | 1,071,281 |
Short-term investments | 604,911 | 851,261 |
Long-term investments | 144,419 | 170,020 |
Fair Value, Recurring | Money market funds | Level 1: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, amortized cost | 638,232 | 698,702 |
Amortized cost | 638,232 | 698,702 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | 638,232 | 698,702 |
Short-term investments | 0 | 0 |
Long-term investments | 0 | 0 |
Fair Value, Recurring | U.S. Treasury securities | Level 1: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, amortized cost | 92,667 | 104,572 |
Amortized cost | 1,798,047 | 2,033,711 |
Gross Unrealized Gains | 408 | 2,480 |
Gross Unrealized Losses | (2,627) | (2,073) |
Estimated Fair Value | 1,795,828 | 2,034,118 |
Short-term investments | 1,219,989 | 1,638,537 |
Long-term investments | 483,172 | 291,009 |
Fair Value, Recurring | Certificates of deposit | Level 2: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, amortized cost | 0 | 0 |
Amortized cost | 67,899 | 105,993 |
Gross Unrealized Gains | 50 | 97 |
Gross Unrealized Losses | (13) | (22) |
Estimated Fair Value | 67,936 | 106,068 |
Short-term investments | 67,936 | 106,068 |
Long-term investments | 0 | 0 |
Fair Value, Recurring | Time deposits | Level 2: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, amortized cost | 50,000 | 50,000 |
Amortized cost | 100,000 | 50,000 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | 100,000 | 50,000 |
Short-term investments | 50,000 | 0 |
Long-term investments | 0 | 0 |
Fair Value, Recurring | Commercial paper | Level 2: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, amortized cost | 0 | 0 |
Amortized cost | 171,352 | 299,248 |
Gross Unrealized Gains | 24 | 191 |
Gross Unrealized Losses | (17) | (8) |
Estimated Fair Value | 171,359 | 299,431 |
Short-term investments | 171,359 | 299,431 |
Long-term investments | 0 | 0 |
Fair Value, Recurring | Corporate debt securities | Level 2: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, amortized cost | 0 | 0 |
Amortized cost | 460,025 | 615,350 |
Gross Unrealized Gains | 451 | 1,101 |
Gross Unrealized Losses | (441) | (669) |
Estimated Fair Value | 460,035 | 615,782 |
Short-term investments | 315,616 | 445,762 |
Long-term investments | $ 144,419 | $ 170,020 |
FAIR VALUE MEASUREMENTS AND F_4
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Narrative (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Nov. 06, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Realized gain (loss) | $ 0 | $ 0 | ||
Accrued interest | $ 11,700,000 | $ 11,100,000 | ||
Debt Securities, Available-for-Sale, Accrued Interest, after Allowance for Credit Loss, Statement of Financial Position [Extensible Enumeration] | Other current assets | Other current assets | ||
Allowance for credit losses, excluding accrued interest | $ 0 | $ 0 | ||
Investments in equity securities of a related party | 60,801,000 | 81,533,000 | ||
Unrealized loss in change in fair value of equity securities | 19,933,000 | $ 0 | ||
Strategic Technology Arrangement, Technology Access Fees | Related Party | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investments in equity securities of a related party | 60,800,000 | 81,500,000 | ||
Unrealized loss in change in fair value of equity securities | 19,900,000 | |||
Equity Securities | Strategic Technology Arrangement, Technology Access Fees | Related Party | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Unrealized foreign currency loss | 800,000 | |||
Aston Martin Lagonda Global Holdings plc | Strategic Technology Arrangement, Technology Access Fees | Related Party | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Number of shares received | 28,352,273 | |||
Fair value amount | $ 60,800,000 | $ 81,500,000 | $ 73,200,000 |
FAIR VALUE MEASUREMENTS AND F_5
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Schedule of Available-for-Sale Securities by Contractual Maturity (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Amortized cost | |
Within one year | $ 1,826,205 |
After one year through three years | 628,450 |
Total | 2,454,655 |
Estimated Fair Value | |
Within one year | 1,824,900 |
After one year through three years | 627,591 |
Total | $ 2,452,491 |
FAIR VALUE MEASUREMENTS AND F_6
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Schedule of Reconciliation of Common Stock Warrant Liability and Derivative Liability Measured and Recorded at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Derivative Liabilities | ||
Level 3 Liabilities [Roll Forward] | ||
Fair value-beginning of period | $ 0 | |
Issuance | 497,100 | |
Change in fair value | 0 | |
Fair value-end of period | 497,100 | |
Common Stock Warrant Liability | ||
Level 3 Liabilities [Roll Forward] | ||
Fair value-beginning of period | 53,664 | $ 140,590 |
Issuance | 0 | 0 |
Change in fair value | (27,054) | 40,802 |
Fair value-end of period | $ 26,610 | $ 181,392 |
DEBT - 2026 Notes (Narrative) (
DEBT - 2026 Notes (Narrative) (Details) - 1.25% Convertible Senior Notes, Due December 2026 $ / shares in Units, $ in Millions | 1 Months Ended | ||
Dec. 31, 2021 USD ($) day $ / shares | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | |
Debt Instrument [Line Items] | |||
Principal Amount | $ | $ 2,012.5 | $ 2,012.5 | |
Debt instrument, convertible, conversion ratio | 0.0182548 | ||
Debt instrument, initial conversion price (in dollars per share) | $ / shares | $ 54.78 | ||
Debt instrument, convertible, threshold percentage of stock price (percent) | 130% | ||
Debt instrument, convertible, threshold trading days | 20 | ||
Redemption Option One | |||
Debt Instrument [Line Items] | |||
Debt instrument, convertible, threshold percentage of stock price (percent) | 130% | ||
Debt instrument, convertible, threshold trading days | 20 | ||
Debt instrument, convertible, threshold consecutive trading days | 30 | ||
Redemption Option Two | |||
Debt Instrument [Line Items] | |||
Debt instrument, convertible, threshold percentage of stock price (percent) | 98% | ||
Debt instrument, convertible, threshold consecutive trading days | 10 | ||
Debt instrument, convertible, redemption period, number of consecutive business days | 5 | ||
Convertible Debt | |||
Debt Instrument [Line Items] | |||
Principal Amount | $ | $ 2,012.5 | ||
Interest rate | 1.25% | ||
Debt instrument, issuance price percentage | 99.50% | ||
Issuance discount and debt issuance costs | $ | $ 1,986.6 | ||
Debt instrument, redemption price, percentage of principal amount redeemed | 100% | ||
Debt instrument, effective interest rate | 1.50% |
DEBT - Schedule of Convertible
DEBT - Schedule of Convertible Notes (Details) - 1.25% Convertible Senior Notes, Due December 2026 - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument, Redemption [Line Items] | ||
Principal Amount | $ 2,012.5 | $ 2,012.5 |
Unamortized Debt Discounts and Issuance Costs | (14.2) | (15.5) |
Net Carrying Amount | 1,998.3 | 1,997 |
Level 2: | ||
Debt Instrument, Redemption [Line Items] | ||
Fair Value (Level 2) | $ 1,041.5 | $ 1,061.6 |
DEBT - Schedule of Components o
DEBT - Schedule of Components of Interest Expense (Details) - 1.25% Convertible Senior Notes, Due December 2026 - Convertible Debt - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Debt Instrument, Redemption [Line Items] | ||
Contractual interest | $ 6.3 | $ 6.3 |
Amortization of debt discounts and debt issuance costs | 1.3 | 1.3 |
Interest expense | $ 7.6 | $ 7.6 |
DEBT - SIDF Loan Agreement (Nar
DEBT - SIDF Loan Agreement (Narrative) (Details) - SIDF ر.س in Millions | Feb. 27, 2022 USD ($) | Feb. 27, 2022 SAR (ر.س) | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Feb. 27, 2022 SAR (ر.س) |
Debt Instrument [Line Items] | ||||||
Principal Amount | $ 1,400,000,000 | $ 1,400,000,000 | ر.س 5,190 | |||
Outstanding amounts | $ 0 | $ 0 | ||||
Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, periodic payment, principal | 6,700,000 | ر.س 25 | ||||
Service fees | 110,700,000 | 415 | ||||
Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, periodic payment, principal | 93,300,000 | ر.س 350 | ||||
Service fees | $ 471,900,000 | ر.س 1,770 |
DEBT - GIB Facility Agreement (
DEBT - GIB Facility Agreement (Narrative) (Details) $ in Thousands, ر.س in Millions | 1 Months Ended | |||||||||
Mar. 12, 2023 USD ($) | Apr. 29, 2022 USD ($) facility | Mar. 31, 2023 USD ($) | Mar. 31, 2024 USD ($) | Mar. 31, 2024 SAR (ر.س) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 SAR (ر.س) | Mar. 12, 2023 SAR (ر.س) | Dec. 31, 2022 USD ($) facility | Apr. 29, 2022 SAR (ر.س) facility | |
Debt Instrument [Line Items] | ||||||||||
Short-term borrowings | $ | $ 72,524 | $ 72,533 | ||||||||
Revolving Credit Facility | GIB Facility Agreement | Line of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Short-term borrowings | $ 72,500 | ر.س 272 | $ 72,500 | ر.س 272 | ||||||
Debt, weighted average interest rate (as a percent) | 7.60% | 7.60% | 7.49% | 7.49% | ||||||
Revolving Credit Facility | GIB Facility Agreement | Line of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of facilities | facility | 2 | 2 | 2 | |||||||
Maximum borrowing capacity | $ 266,600 | $ 266,100 | $ 266,600 | $ 266,100 | ر.س 1,000 | |||||
Remaining borrowing capacity | $ 193,600 | ر.س 726 | $ 193,900 | ر.س 727 | ||||||
Revolving Credit Facility | GIB Facility Agreement | Line of Credit | Saudi Arabian Interbank Offered Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 1.40% | |||||||||
Revolving Credit Facility | GIB Facility Agreement | Line of Credit | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, term | 12 months | |||||||||
Revolving Credit Facility | Amended GIB Facility Agreement | Line of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 266,600 | ر.س 1,000 | ||||||||
Revolving Credit Facility | Amended GIB Facility Agreement | Line of Credit | Saudi Arabian Interbank Offered Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 1.40% | |||||||||
Revolving Credit Facility | Amended GIB Facility Agreement | Line of Credit | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, term | 12 months | |||||||||
Bridge Loan | GIB Facility Agreement | Line of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 173,000 | 173,000 | 650 | |||||||
Commitment fee percentage | 0.15% | |||||||||
Bridge Loan | GIB Facility Agreement | Line of Credit | Saudi Arabian Interbank Offered Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 1.25% | |||||||||
Working Capital Facility | GIB Facility Agreement | Line of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 93,100 | $ 93,100 | ر.س 350 | |||||||
Commitment fee percentage | 0.15% | |||||||||
Working Capital Facility | GIB Facility Agreement | Line of Credit | Saudi Arabian Interbank Offered Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 1.70% | |||||||||
Working Capital Facility | GIB Facility Agreement | Line of Credit | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, term | 12 months |
DEBT - ABL Credit Facility (Nar
DEBT - ABL Credit Facility (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Jun. 30, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||||
Cash and cash equivalents | $ 2,169,489,000 | $ 1,369,947,000 | |||
Revolving Credit Facility | ABL Credit Facility | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 1,000,000,000 | $ 1,000,000,000 | |||
Additional borrowing capacity | $ 500,000,000 | ||||
Commitment fee percentage | 0.25% | ||||
Outstanding amounts | 0 | 0 | |||
Remaining borrowing capacity | 360,600,000 | 413,400,000 | |||
Cash and cash equivalents | 146,000,000 | 144,000,000 | |||
Issuance costs | 6,300,000 | ||||
Deferred issuance costs and commitment fee | 0 | $ 0 | |||
Letter of Credit | ABL Credit Facility | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 350,000,000 | ||||
Letters of credit outstanding | $ 47,700,000 | $ 45,400,000 | |||
Bridge Loan | ABL Credit Facility | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 100,000,000 |
COMMON STOCK WARRANT LIABILIT_2
COMMON STOCK WARRANT LIABILITY - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Jul. 23, 2021 | |
Class of Warrant or Right [Line Items] | ||||
Recognized gain (loss) from change in fair value of private placement warrant liability | $ 27,054 | $ (40,802) | ||
Private Placement Warrants to purchase common stock | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants (in shares) | 44,350,000 | |||
Warrant exercise price (in dollars per share) | $ 11.50 | |||
Warrant liability | 26,600 | $ 53,700 | $ 812,000 | |
Recognized gain (loss) from change in fair value of private placement warrant liability | $ 27,100 | $ (40,800) |
COMMON STOCK WARRANT LIABILIT_3
COMMON STOCK WARRANT LIABILITY - Schedule of Fair Value of Private Placement Warrants (Details) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Fair value of Private Placement Warrants per share | ||
Class of Warrant or Right [Line Items] | ||
Fair value of Private Placement Warrants per share (in dollars per share) | $ 0.60 | $ 1.21 |
COMMON STOCK WARRANT LIABILIT_4
COMMON STOCK WARRANT LIABILITY - Schedule of Level 3 Fair Value Inputs (Details) - Level 3 | Mar. 31, 2024 | Dec. 31, 2023 |
Volatility | ||
Class of Warrant or Right [Line Items] | ||
Warrant measurement input | 0.900 | 0.850 |
Expected term (in years) | ||
Class of Warrant or Right [Line Items] | ||
Expected term (in years) | 2 years 3 months 18 days | 2 years 7 months 6 days |
Risk-free rate | ||
Class of Warrant or Right [Line Items] | ||
Warrant measurement input | 0.045 | 0.041 |
Dividend yield | ||
Class of Warrant or Right [Line Items] | ||
Warrant measurement input | 0 | 0 |
REDEEMABLE CONVERTIBLE PREFER_3
REDEEMABLE CONVERTIBLE PREFERRED STOCK - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Mar. 29, 2024 USD ($) | Mar. 24, 2024 USD ($) shares | Mar. 31, 2024 USD ($) day $ / shares | Dec. 31, 2023 USD ($) | |
Temporary Equity [Line Items] | ||||
Derivative liability (Note 8 and Note $16 ) | $ 497,100 | $ 0 | ||
Accretion of redeemable convertible preferred stock | 3,901 | |||
Carrying amount | 504,450 | 0 | ||
Redeemable Convertible Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Carrying amount | $ 504,450 | $ 0 | ||
Ayar | Redeemable Convertible Preferred Stock | 2024 Subscription Agreement | ||||
Temporary Equity [Line Items] | ||||
Number of shares issued (in shares) | shares | 100,000 | |||
Consideration to be received on agreement | $ 1,000,000 | |||
Gross proceeds received | $ 1,000,000 | |||
Initial value (in dollars per share) | $ / shares | $ 10,000 | |||
Dividend rate, percentage | 9% | |||
Convertible preferred stock, liquidation preference amount | $ 1,001,600 | |||
Voting cap calculation denominator (in dollars per share) | $ / shares | $ 2.77 | |||
Shares issued on initial date outstanding threshold | 10% | |||
Percentage of shares owned threshold | 50% | |||
Certain adjustments, conversion price (in dollars per share) | $ / shares | 5.50 | |||
Initial conversion price (in dollars per share) | $ / shares | $ 3.5952 | |||
Threshold percentage of stock price trigger | 200% | |||
Trading days threshold | day | 20 | |||
Consecutive trading days threshold | day | 30 | |||
Liquidity conditions satisfied, threshold trading days | day | 15 | |||
Average daily VWAP, period | 5 days | |||
Optional redemption, average daily VWAP period | 20 days | |||
Callable term | 5 years | |||
Issuance costs | $ 2,400 | |||
Derivative liability (Note 8 and Note $16 ) | 497,100 | |||
Accretion of redeemable convertible preferred stock | 3,900 | |||
Carrying amount | $ 504,500 |
REDEEMABLE CONVERTIBLE PREFER_4
REDEEMABLE CONVERTIBLE PREFERRED STOCK - Schedule of Significant Inputs Used in the Valuation of the Derivative Liability (Details) - Level 3 - Ayar - Redeemable Convertible Preferred Stock - 2024 Subscription Agreement | 3 Months Ended |
Mar. 31, 2024 | |
Derivative [Line Items] | |
Term (in years) | 5 years |
Volatility | |
Derivative [Line Items] | |
Derivative liability, measurement input | 0.40 |
Credit spread | |
Derivative [Line Items] | |
Derivative liability, measurement input | 0.285 |
Stock price | |
Derivative [Line Items] | |
Derivative liability, measurement input | 2.85 |
Risk-free rate | |
Derivative [Line Items] | |
Derivative liability, measurement input | 0.042 |
STOCKHOLDERS_ EQUITY - Narrativ
STOCKHOLDERS’ EQUITY - Narrative (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||
Shares repurchased (in shares) | 0 | 0 | 857,825 |
Shares repurchased, repurchase price (in dollars per share) | $ 24.15 | ||
Employees | |||
Class of Stock [Line Items] | |||
Shares repurchased (in shares) | 712,742 | ||
Board of Directors of Atieva | |||
Class of Stock [Line Items] | |||
Shares repurchased (in shares) | 145,083 |
STOCKHOLDERS_ EQUITY - Schedule
STOCKHOLDERS’ EQUITY - Schedule of Common Stock Reserved for Future Issuances (Details) | Mar. 31, 2024 shares |
Class of Stock [Line Items] | |
Total shares of common stock reserved (in shares) | 466,826,926 |
Private Placement Warrants to purchase common stock | |
Class of Stock [Line Items] | |
Total shares of common stock reserved (in shares) | 44,350,000 |
Stock options outstanding | |
Class of Stock [Line Items] | |
Total shares of common stock reserved (in shares) | 31,299,940 |
Restricted stock units outstanding | |
Class of Stock [Line Items] | |
Total shares of common stock reserved (in shares) | 64,518,413 |
Shares available for future grants under equity plans | |
Class of Stock [Line Items] | |
Total shares of common stock reserved (in shares) | 11,563,534 |
If-converted common shares from convertible note | |
Class of Stock [Line Items] | |
Total shares of common stock reserved (in shares) | 36,737,785 |
If-converted common shares from redeemable convertible preferred stock | |
Class of Stock [Line Items] | |
Total shares of common stock reserved (in shares) | 278,357,254 |
STOCK-BASED AWARDS - Schedule o
STOCK-BASED AWARDS - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Number of Options | ||
Balance - beginning of period (in shares) | 32,911,135 | |
Options granted (in shares) | 118,456 | |
Options exercised (in shares) | (1,415,298) | |
Options canceled (in shares) | (314,353) | |
Balance - end of period (in shares) | 31,299,940 | 32,911,135 |
Options vested and exercisable (in shares) | 26,319,750 | |
Weighted Average Exercise Price | ||
Balance - beginning of period (in dollars per share) | $ 1.99 | |
Options granted (in dollars per share) | 4.57 | |
Options exercised (in dollars per share) | 1.08 | |
Options canceled (in dollars per share) | 6.38 | |
Balance - end of period (in dollars per share) | 2 | $ 1.99 |
Options vested and exercisable (in dollars per share) | $ 1.21 | |
Additional Disclosures | ||
Options outstanding, weighted average remaining contractual term | 5 years 2 months 8 days | 5 years 6 months |
Options outstanding, intrinsic value | $ 50,669 | $ 91,785 |
Options vested and exercisable, weighted average remaining contractual term | 4 years 11 months 8 days | |
Options vested and exercisable, intrinsic value | $ 49,301 |
STOCK-BASED AWARDS - Narrative
STOCK-BASED AWARDS - Narrative (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 USD ($) shares | Mar. 31, 2023 USD ($) shares | Dec. 31, 2023 shares | Dec. 31, 2022 USD ($) tranche shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ | $ 63,696,000 | $ 53,819,000 | ||
Stock-based compensation expense capitalized | $ | $ 10,500,000 | $ 8,100,000 | ||
Chief Executive Officer | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares withheld for tax withholding obligation (in shares) | shares | 500,000 | 500,000 | ||
Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unamortized share-based compensation expense | $ | $ 13,300,000 | |||
Unamortized share-based compensation, recognition period | 3 years | |||
Time-Based Shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unamortized share-based compensation expense | $ | $ 392,900,000 | |||
Unamortized share-based compensation, recognition period | 2 years | |||
Awards vested (in shares) | shares | 6,683,649 | |||
Nonvested awards (in shares) | shares | 55,800,369 | 54,699,739 | ||
Performance-Based Shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unamortized share-based compensation expense | $ | $ 13,100,000 | |||
Unamortized share-based compensation, recognition period | 1 year 4 months 24 days | |||
Awards vested (in shares) | shares | 535,598 | |||
Stock-based compensation expense | $ | $ 4,700,000 | $ 0 | ||
Nonvested awards (in shares) | shares | 8,718,044 | 9,305,825 | ||
Service period | 3 years | |||
Share-based compensation arrangement by share-based payment award, award granted, percentage of target | 100% | |||
Performance-Based Shares | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, percentage of grants earnable | 0% | |||
Performance-Based Shares | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, percentage of grants earnable | 150% | |||
Performance-Based Shares | Chief Executive Officer | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of vesting installments with performance conditions met | tranche | 4 | |||
Number of vesting installments | tranche | 5 | |||
Awards vested (in shares) | shares | 13,934,271 | |||
Performance-Based Shares | Chief Executive Officer | Award Tranche Five | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ | $ 8,200,000 | |||
Nonvested awards (in shares) | shares | 2,090,140 |
STOCK-BASED AWARDS - Schedule_2
STOCK-BASED AWARDS - Schedule of Restricted Stock Units Activity (Details) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Restricted stock units outstanding | |
Shares | |
Balance at beginning of period (in shares) | 64,005,564 |
Granted (in shares) | 11,430,370 |
Vested (in shares) | (7,219,247) |
Cancelled/forfeited (in shares) | (3,698,274) |
Balance at end of period (in shares) | 64,518,413 |
Weighted-Average Grant-Date Fair Value | |
Balance at beginning of period (in dollars per share) | $ / shares | $ 10.90 |
Granted (in dollars per share) | $ / shares | 2.93 |
Vested (in dollars per share) | $ / shares | 12.39 |
Cancelled/forfeited (in dollars per share) | $ / shares | 8.03 |
Balance at end of period (in dollars per share) | $ / shares | $ 9.48 |
Time-Based Shares | |
Shares | |
Balance at beginning of period (in shares) | 54,699,739 |
Granted (in shares) | 9,880,263 |
Vested (in shares) | (6,683,649) |
Cancelled/forfeited (in shares) | (2,095,984) |
Balance at end of period (in shares) | 55,800,369 |
Performance-Based Shares | |
Shares | |
Balance at beginning of period (in shares) | 9,305,825 |
Granted (in shares) | 1,550,107 |
Vested (in shares) | (535,598) |
Cancelled/forfeited (in shares) | (1,602,290) |
Balance at end of period (in shares) | 8,718,044 |
STOCK-BASED AWARDS - Schedule_3
STOCK-BASED AWARDS - Schedule of Performance-Based RSUs (Details) - Performance-Based Shares | Mar. 27, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average volatility | 60% |
Expected term (in years) | 5 years |
Risk-free interest rate | 0.90% |
Expected dividends | 0% |
STOCK-BASED AWARDS - Employee S
STOCK-BASED AWARDS - Employee Stock Purchase Plan (“ESPP”) (Narrative) (Details) - Employee Stock $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) period | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Consecutive offering period | 24 months |
Number of purchase periods | period | 4 |
Purchase period | 6 months |
Percentage of purchase price of common stock | 85% |
Unrecognized share-based compensation expense | $ | $ 29.9 |
Unamortized share-based compensation, recognition period | 1 year 8 months 12 days |
STOCK-BASED AWARDS - Schedule_4
STOCK-BASED AWARDS - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 63,696 | $ 53,819 |
Cost of revenue | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 912 | 574 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 37,533 | 27,983 |
Selling, general and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 25,251 | 26,705 |
Restructuring charges | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 0 | $ (1,443) |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
Aug. 31, 2022 | Mar. 31, 2024 | Dec. 31, 2023 | |
Lessee, Lease, Description [Line Items] | |||
Finance lease ROU asset | $ 84,036 | $ 85,055 | |
Liabilities finance lease | 83,355 | 85,855 | |
Proceeds from failed sale leaseback transaction | $ 31,700 | ||
Other long-term liabilities | 525,914 | 524,339 | |
Lease not yet commenced, undiscounted amount | 15,100 | ||
Failed Sale Leaseback | |||
Lessee, Lease, Description [Line Items] | |||
Other long-term liabilities | 31,700 | 31,700 | |
Casa Grande, Arizona | |||
Lessee, Lease, Description [Line Items] | |||
Lease term | 4 years | ||
Finance lease ROU asset | 79,300 | 79,300 | |
Liabilities finance lease | $ 79,200 | $ 80,600 |
LEASES - Schedule of Operating
LEASES - Schedule of Operating and Finance Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Operating leases: | ||
Right-of-use assets | $ 217,699 | $ 221,508 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other current liabilities (including $99,201 and $92,258 associated with related parties as of March 31, 2024 and December 31, 2023, respectively) | Other current liabilities (including $99,201 and $92,258 associated with related parties as of March 31, 2024 and December 31, 2023, respectively) |
Other current liabilities | $ 30,258 | $ 28,431 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other long-term liabilities (including $163,424 and $178,311 associated with related parties as of March 31, 2024 and December 31, 2023, respectively) | Other long-term liabilities (including $163,424 and $178,311 associated with related parties as of March 31, 2024 and December 31, 2023, respectively) |
Other long-term liabilities | $ 239,081 | $ 244,122 |
Total operating lease liabilities | $ 269,339 | $ 272,553 |
Finance leases: | ||
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, plant and equipment, net | Property, plant and equipment, net |
Total finance lease assets | $ 84,036 | $ 85,055 |
Finance lease liabilities, current portion | 7,548 | 8,202 |
Finance lease liabilities, net of current portion | 75,807 | 77,653 |
Total finance lease liabilities | $ 83,355 | $ 85,855 |
LEASES - Schedule of Components
LEASES - Schedule of Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating lease expense: | ||
Operating lease expense | $ 15,010 | $ 12,815 |
Variable lease expense | 447 | 445 |
Finance lease expense: | ||
Amortization of leased assets | 1,019 | 1,405 |
Interest on lease liabilities | 1,169 | 1,244 |
Total finance lease expense | 2,188 | 2,649 |
Total lease expense | $ 17,645 | $ 15,909 |
LEASES - Schedule of Other Info
LEASES - Schedule of Other Information Related to Leases (Details) | Mar. 31, 2024 | Dec. 31, 2023 |
Weighted-average remaining lease term (in years): | ||
Operating leases | 6 years 7 months 6 days | 6 years 9 months 18 days |
Finance leases | 2 years 3 months 18 days | 2 years 7 months 6 days |
Weighted-average discount rate: | ||
Operating leases | 11.28% | 11.01% |
Finance leases | 5.60% | 5.59% |
LEASES - Schedule of Operatin_2
LEASES - Schedule of Operating and Finance Lease Liability Maturity (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Operating Leases | ||
2024 (remainder of the year) | $ 43,077 | |
2025 | 63,912 | |
2026 | 60,491 | |
2027 | 52,668 | |
2028 | 48,891 | |
Thereafter | 120,875 | |
Total minimum lease payments | 389,914 | |
Less: Interest | (120,575) | |
Total operating lease liabilities | 269,339 | $ 272,553 |
Less: Current portion | (30,258) | (28,431) |
Long-term portion of lease obligations | 239,081 | 244,122 |
Finance Leases | ||
2024 (remainder of the year) | 4,673 | |
2025 | 6,619 | |
2026 | 82,488 | |
2027 | 117 | |
2028 | 37 | |
Thereafter | 0 | |
Total minimum lease payments | 93,934 | |
Less: Interest | (10,579) | |
Total finance lease liabilities | 83,355 | 85,855 |
Less: Current portion | (7,548) | (8,202) |
Long-term portion of lease obligations | $ 75,807 | $ 77,653 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Millions | May 31, 2022 lawsuit | Apr. 01, 2022 lawsuit | Apr. 18, 2021 lawsuit | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) |
Individual Actions | |||||
Loss Contingencies [Line Items] | |||||
Number of lawsuits | lawsuit | 2 | ||||
Putative Class Actions | |||||
Loss Contingencies [Line Items] | |||||
Number of lawsuits | lawsuit | 2 | 2 | 2 | ||
Indemnification Agreement | |||||
Loss Contingencies [Line Items] | |||||
Estimate of possible loss | $ | $ 61.7 | $ 56.3 | |||
Capital Addition Purchase Commitments | |||||
Loss Contingencies [Line Items] | |||||
Contractual obligation | $ | $ 330.2 | $ 270.2 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Schedule of Estimated Future Payments (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Long-Term Purchase Commitment [Line Items] | |
2024 (remainder of the year) | $ 341,376 |
2025 | 469,334 |
2026 | 706,837 |
2027 | 703,205 |
2028 | 692,764 |
Thereafter | 2,016,409 |
Total | 4,929,925 |
Battery Cells | Panasonic Energy Co., Ltd. and Certain of Its Affiliates | |
Long-Term Purchase Commitment [Line Items] | |
Total | $ 4,900,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | (0.00%) | (0.00%) |
NET LOSS PER SHARE - Schedule o
NET LOSS PER SHARE - Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (680,859) | $ (779,528) |
Accretion of redeemable convertible preferred stock | (3,901) | 0 |
Net loss attributable to common stockholders, basic | (684,760) | (779,528) |
Net loss attributable to common stockholders, diluted | $ (684,760) | $ (779,528) |
Weighted-average shares outstanding attributable to common stockholders, basic (in shares) | 2,301,870,644 | 1,831,725,009 |
Weighted-average shares outstanding attributable to common stockholders, diluted (in shares) | 2,301,870,644 | 1,831,725,009 |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.30) | $ (0.43) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.30) | $ (0.43) |
NET LOSS PER SHARE - Schedule_2
NET LOSS PER SHARE - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation amount (in shares) | 464,919,298 | 171,854,493 |
Private Placement Warrants to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation amount (in shares) | 44,350,000 | 44,350,000 |
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) | 31,299,940 | 36,450,296 |
RSUs outstanding | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation amount (in shares) | 58,879,709 | 44,064,453 |
Employee stock purchase plan | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation amount (in shares) | 15,503,221 | 10,251,959 |
If-converted common shares from convertible note | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation amount (in shares) | 36,737,785 | 36,737,785 |
If-converted common shares from redeemable convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation amount (in shares) | 278,148,643 | 0 |
NET LOSS PER SHARE - Narrative
NET LOSS PER SHARE - Narrative (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Restricted stock units outstanding | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Number of underlying shares contingently issuable (in shares) | 5,638,704 | 2,090,140 |
EMPLOYEE BENEFIT PLAN (Details)
EMPLOYEE BENEFIT PLAN (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Retirement Benefits [Abstract] | ||
Contributions employees may elect to contribute (percent) | 100% | |
Company matching contribution | $ 0 | $ 0 |
RELATED PARTY TRANSACTIONS - Le
RELATED PARTY TRANSACTIONS - Leases (Narrative) (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Jul. 31, 2023 | Feb. 28, 2022 |
Related Party Transaction [Line Items] | ||||
Right-of-use assets | $ 217,699 | $ 221,508 | ||
Operating lease, liability | 269,339 | 272,553 | ||
KAEC Lease Agreement | Related Party | ||||
Related Party Transaction [Line Items] | ||||
Lease initial term (in years) | 25 years | |||
Right-of-use assets | 4,400 | 4,500 | ||
Operating lease, liability | 5,800 | 5,700 | ||
KAFD Lease Agreement | Related Party | ||||
Related Party Transaction [Line Items] | ||||
Lease initial term (in years) | 6 years | |||
Right-of-use assets | 2,200 | 2,300 | ||
Operating lease, liability | $ 2,400 | $ 2,300 |
RELATED PARTY TRANSACTIONS - SI
RELATED PARTY TRANSACTIONS - SIDF Loan Agreement (Narrative) (Details) - SIDF ر.س in Millions, $ in Billions | Dec. 31, 2022 USD ($) | Feb. 28, 2022 USD ($) | Feb. 28, 2022 SAR (ر.س) | Feb. 27, 2022 USD ($) | Feb. 27, 2022 SAR (ر.س) |
Related Party Transaction [Line Items] | |||||
Principal Amount | $ 1.4 | $ 1.4 | ر.س 5,190 | ||
SIDF Loan Agreement | Related Party | |||||
Related Party Transaction [Line Items] | |||||
Principal Amount | $ 1.4 | ر.س 5,190 |
RELATED PARTY TRANSACTIONS - MI
RELATED PARTY TRANSACTIONS - MISA Agreements (Narrative) (Details) - MISA - Related Party ر.س in Millions, $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Feb. 28, 2022 | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 SAR (ر.س) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 SAR (ر.س) | |
MISA Agreement - AMP-2 | ||||||
Related Party Transaction [Line Items] | ||||||
Period for suspension of funding, operation commencement | 30 months | |||||
Period for suspension of funding, attainment of agreed scope of operations | 55 months | |||||
Government Grant | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, amount of transaction | $ 97.5 | ر.س 366 | $ 97.3 | ر.س 366 | ||
Government Grant | AMP-2 Construction In Progress Balance | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, amount of transaction | $ (24.3) | (12.1) | (33.3) | |||
Government Grant | AMP-2 Fixed Asset and AMP-2 Construction in Progress Balance | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, amount of transaction | (50.1) | (35) | ||||
Government Grant | Other Noncurrent Liabilities | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, amount of transaction | $ 47.4 | 62.5 | $ 64 | |||
Government Grant | Other Noncurrent Assets | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, amount of transaction | $ 64 |
RELATED PARTY TRANSACTIONS - GI
RELATED PARTY TRANSACTIONS - GIB Facility Agreement (Narrative) (Details) - Line of Credit $ in Millions, ر.س in Billions | Mar. 31, 2023 USD ($) | Mar. 12, 2023 USD ($) | Mar. 12, 2023 SAR (ر.س) | Dec. 31, 2022 USD ($) facility | Apr. 30, 2022 USD ($) facility | Apr. 30, 2022 SAR (ر.س) facility | Apr. 29, 2022 USD ($) facility | Apr. 29, 2022 SAR (ر.س) facility |
GIB Facility Agreement | Revolving Credit Facility | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of facilities | 2 | 2 | 2 | |||||
Maximum borrowing capacity | $ 266.6 | $ 266.6 | $ 266.1 | $ 266.1 | ر.س 1 | |||
GIB Facility Agreement | GIB Facility Agreement | Related Party | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of facilities | 2 | 2 | ||||||
Maximum borrowing capacity | $ 266.1 | ر.س 1 | ||||||
Amended GIB Facility Agreement | Revolving Credit Facility | ||||||||
Related Party Transaction [Line Items] | ||||||||
Maximum borrowing capacity | $ 266.6 | ر.س 1 |
RELATED PARTY TRANSACTIONS - Co
RELATED PARTY TRANSACTIONS - Construction Service Contract (Narrative) (Details) $ in Thousands, ر.س in Millions | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2024 USD ($) | Mar. 31, 2024 SAR (ر.س) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 SAR (ر.س) | Mar. 31, 2024 SAR (ر.س) | Dec. 31, 2023 SAR (ر.س) | |
Related Party Transaction [Line Items] | ||||||
Accounts payable | $ 101,489 | $ 108,724 | ||||
Al Bawani Company Limited | Construction Service Contract | Related Party | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, amount of transaction | 132,900 | ر.س 498.3 | 118,600 | ر.س 444.6 | ||
Accounts payable | $ 26,700 | $ 19,700 | ر.س 100.1 | ر.س 74.0 |
RELATED PARTY TRANSACTIONS - Su
RELATED PARTY TRANSACTIONS - Subscription Agreement (Narrative) (Details) - Ayar - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | |||
Mar. 29, 2024 | Mar. 24, 2024 | May 31, 2023 | Jun. 30, 2023 | |
2023 Subscription Agreement | ||||
Related Party Transaction [Line Items] | ||||
Number of shares issued (in shares) | 265,693,703 | |||
Weighted average price (in dollars per share) | $ 6.83 | |||
Consideration to be received on agreement | $ 1,800 | |||
Gross proceeds received | $ 1,800 | |||
Issuance costs | $ 2 | |||
2024 Subscription Agreement | Redeemable Convertible Preferred Stock | ||||
Related Party Transaction [Line Items] | ||||
Number of shares issued (in shares) | 100,000 | |||
Consideration to be received on agreement | $ 1,000 | |||
Gross proceeds received | $ 1,000 | |||
Gross proceeds received | $ 1,000 |
RELATED PARTY TRANSACTIONS - Hu
RELATED PARTY TRANSACTIONS - Human Resources Development Fund (“HRDF”) Joint Cooperation Agreement (Narrative) (Details) - Human Resources Development Fund - Related Party $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 USD ($) | Mar. 31, 2023 SAR (ر.س) | Mar. 31, 2024 USD ($) | Mar. 31, 2024 SAR (ر.س) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 SAR (ر.س) | |
Human Resources Development Fund Training Reimbursement Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, amount of transaction | $ 7.8 | ر.س 29,300,000 | ||||
Joint cooperation agreement term | 1 year | 1 year | ||||
Human Resources Development Fund Training Reimbursements | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, amount of transaction | ر.س 0 | $ 2.3 | ر.س 8,800,000 | |||
Human Resources Development Fund Training Reimbursements | Other Current Liabilities | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, amount of transaction | $ 1.4 | $ 1.8 |
RELATED PARTY TRANSACTIONS - EV
RELATED PARTY TRANSACTIONS - EV Purchase Agreement (Narrative) (Details) $ in Thousands, ر.س in Millions | 1 Months Ended | 3 Months Ended | |||||
Aug. 31, 2023 vehicle | Mar. 31, 2024 USD ($) | Mar. 31, 2024 SAR (ر.س) | Mar. 31, 2023 USD ($) | Mar. 31, 2024 SAR (ر.س) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 SAR (ر.س) | |
Related Party Transaction [Line Items] | |||||||
Revenues | $ 172,740 | $ 149,432 | |||||
Accounts receivable, net | 126,930 | $ 51,822 | |||||
Related Party | |||||||
Related Party Transaction [Line Items] | |||||||
Revenues | 51,366 | $ 0 | |||||
Accounts receivable, net | 84,884 | 35,526 | |||||
Electric Vehicle Purchase Agreement | Related Party | EV Purchase Agreement | Government of Saudi Arabia | |||||||
Related Party Transaction [Line Items] | |||||||
Number of vehicles committed | vehicle | 100,000 | ||||||
Number of vehicles committed, minimum | vehicle | 50,000 | ||||||
Number of vehicles committed, additional | vehicle | 50,000 | ||||||
Number of years | 10 years | ||||||
Minimum vehicle purchase reduction period | 6 months | ||||||
Revenues | 51,400 | ر.س 192.6 | |||||
Accounts receivable, net | $ 84,900 | ر.س 318.4 | $ 35,500 | ر.س 133.2 |
RELATED PARTY TRANSACTIONS - Im
RELATED PARTY TRANSACTIONS - Implementation Agreement with Aston Martin (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Nov. 06, 2023 | Dec. 31, 2023 | Mar. 31, 2024 | |
Related Party Transaction [Line Items] | |||
Accounts receivable, net | $ 51,822 | $ 126,930 | |
Related Party | |||
Related Party Transaction [Line Items] | |||
Accounts receivable, net | 35,526 | 84,884 | |
Strategic Technology Arrangement | Related Party | Aston Martin Lagonda Global Holdings plc | |||
Related Party Transaction [Line Items] | |||
Minimum amount committed | $ 225,000 | ||
Aston Martin Lagonda Global Holdings plc | Strategic Technology Arrangement | Related Party | |||
Related Party Transaction [Line Items] | |||
Other liabilities | 107,800 | 109,900 | |
Aston Martin Lagonda Global Holdings plc | Strategic Technology Arrangement, Technology Access Fees | Related Party | |||
Related Party Transaction [Line Items] | |||
Number of shares received | 28,352,273 | ||
Initial installment | $ 33,000 | ||
Fair value amount | 73,200 | 81,500 | 60,800 |
Remaining amount | $ 99,000 | ||
Payment term | 3 years | ||
Aston Martin Lagonda Global Holdings plc | Strategic Technology Arrangement, Service Fees | Related Party | |||
Related Party Transaction [Line Items] | |||
Amount to receive | $ 10,000 | ||
Payment term | 3 years | ||
Related party transaction, amount of transaction | $ 1,600 | ||
Accounts receivable, net | $ 2,100 |