UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): February 28, 2022
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(Address of Principal Executive Offices) | (Zip Code) | |||||||
Registrant's telephone number, including area code: (510 ) 648-3553
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 2.02 - Results of Operations and Financial Condition
On February 28, 2022, Lucid Group, Inc. (“Lucid”) issued a press release announcing its results for the fourth quarter and full year ended December 31, 2021. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference herein.
Lucid uses its ir.lucidmotors.com website as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.
Item 7.01 – Regulation FD Disclosure
Lucid issued a press release announcing plans to build and operate its first international manufacturing facility in Saudi Arabia. A copy of the press release is attached as Exhibit 99.2 to this current report on Form 8-K.
The information in this current report on Form 8-K and the exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description | |||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 28, 2022 | ||||||||
| Lucid Group, Inc. | ||||||||
By: | /s/ Sherry House | |||||||
| Name: Sherry House | ||||||||
| Title: Chief Financial Officer | ||||||||
 | Exhibit 99.1 | ||||
Lucid Announces Fourth Quarter and Full Year 2021 Financial Results, Updates 2022 Outlook
•Customer reservations now exceed 25,000, reflecting potential sales of more than $2.4B
•Inaugural customer deliveries of the 2022 MotorTrend Car of the Year®, the Lucid Air, are underway, starting with the sold-out Dream Edition
•Production exceeds 400 vehicles as of February 28, 2022, with 125 customer deliveries as of year-end 2021 and over 300 deliveries to date
•Updating 2022 production outlook for Lucid Air to a range of 12,000 to 14,000 vehicles
•Selected to the Nasdaq-100 Index in December, issued $2B in green convertible bonds, and bolstered balance sheet to over $6.2B cash on hand at year-end
•2.85 million square foot expansion of Casa Grande, Arizona manufacturing facility on track; announced plans for new manufacturing facility in the Kingdom of Saudi Arabia
NEWARK, California – February 28, 2022 – Lucid Group, Inc. (NASDAQ: LCID), setting new standards with the longest range, fastest charging electric car on the market, today announced financial results for its fourth quarter and full year ending December 31, 2021.
The Company’s Q4 revenue was $26.4 million, including $21.3 million from initial deliveries of its innovative Lucid Air Dream Edition, which began in October. Lucid delivered 125 cars to customers in the fourth quarter, with total production exceeding 400 vehicles to date and over 300 deliveries to customers. Lucid has also taken over 25,000 customer reservations as of today, reflecting potential sales of more than $2.4B. The Company confirmed its 2.85M square foot expansion of the Casa Grande, Arizona manufacturing facility is on track, and it announced plans to build a new manufacturing facility in the Kingdom of Saudi Arabia. Lucid cited supply chain constraints and a continued focus on quality alongside an updated outlook for its 2022 production of Lucid Air to a range of 12,000 to 14,000 vehicles.
“We are at the precipice of a global transition toward electric vehicles, and Lucid, with our leading technology and design, is at the forefront of one of the most significant transformations in mobility in generations,” said Peter Rawlinson, Lucid’s CEO and CTO. “As we continue to put our cars into customers’ hands, we are more confident than ever that we’re building a quality foundation on which we can scale this business. We’re thrilled to have been awarded the 2022 MotorTrend Car of the Year®, and customers are telling us just how much they love this car. Lucid Air’s 500-plus miles of range has been independently validated under real-world conditions, even at a steady 70mph, replacing range anxiety with range confidence. We believe that the unique fusion of a dynamic driving experience, interior space and comfort, range, fast charging and performance is simply unparalleled. Additionally, our software over-the-air updates continue to enable an ever-improving ownership experience.”
“Looking ahead, we’re updating our outlook for 2022 production to a range of 12,000 to 14,000 vehicles. This reflects the extraordinary supply chain and logistics challenges we’ve encountered and our unrelenting focus on delivering the highest-quality products. We remain confident in our ability to capture the tremendous opportunities ahead given our technology leadership and strong demand for our cars,” Rawlinson added.
Sherry House, Lucid’s CFO, commented: “We have a strong team, strong products, and a strong balance sheet with over $6.2 billion in cash on hand at year-end. We continue to invest in our business; we met our target of opening 20 Studio and Service locations in North America; in 2022 we will expand our footprint in Europe and the Middle East while laying the foundation for a later expansion into the Asia Pacific; we remain on track to grow our Casa Grande facility to nearly quadruple its size as the first greenfield dedicated EV factory in North America; and today we announced plans to build a brand new manufacturing facility in the Kingdom of Saudi Arabia; we estimate that the location of our first international manufacturing plant in the Kingdom of Saudi Arabia may result in up to $3.4 billion of value to Lucid over 15 years.”
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Lucid will host a conference call for analysts and investors at 2:30 P.M. PT / 5:30 P.M. ET on February 28, 2022. The live webcast of the conference call will be available on the Investor Relations website at ir.lucidmotors.com. Following the completion of the call, a replay will be available on the same website. Lucid uses its ir.lucidmotors.com website as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.
About Lucid Group
Lucid’s mission is to inspire the adoption of sustainable energy by creating advanced technologies and the most captivating luxury electric vehicles centered around the human experience. The company’s first car, Lucid Air, is a state-of-the-art luxury sedan with a California-inspired design that features luxurious full-size interior space in a mid-size exterior footprint. Underpinned by race-proven battery technology and proprietary powertrains developed entirely in-house, Lucid Air was named the 2022 MotorTrend Car of the Year®. The Lucid Air Dream Edition features an official EPA estimated 520 miles of range or 1,111 horsepower. Customer deliveries of Lucid Air, which is produced at Lucid’s factory in Casa Grande, Arizona, are underway.
Forward Looking Statements
This communication includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding financial and operating guidance, amount of reservations and related potential sales, future capital expenditures and other operating expenses, expectations and timing related to commercial product launches, production and delivery volumes, our estimate of the length of time our existing cash will be sufficient to fund planned operations, the timing of deliveries, future manufacturing capabilities and facilities, studio and service center openings, providing value to stakeholders, ability to mitigate supply chain risks and logistics, ability to vertically integrate production processes, future sales channels and strategies, future market launches and international expansion, including our planned manufacturing facility in Saudi Arabia and related timing and value to Lucid, and the potential success of Lucid’s go-to-market strategy and future vehicle programs. These statements are based on various assumptions, whether or not identified in this communication, and on the current expectations of Lucid’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Lucid. These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political and legal conditions; risks related to the timing of expected business milestones and commercial product launches, including Lucid’s ability to mass produce the Lucid Air and complete the tooling of its manufacturing facility; risks related to the expansion of Lucid’s manufacturing facility, the construction of new manufacturing facilities and the increase of Lucid’s production capacity; risks related to future market adoption of Lucid’s offerings; the effects of competition and the pace and depth of electric vehicle adoption generally on Lucid’s future business; changes in regulatory requirements, governmental incentives and fuel and energy prices; Lucid’s ability to rapidly innovate; Lucid’s ability to enter into or maintain partnerships with original equipment manufacturers, vendors and technology providers; Lucid’s ability to effectively manage its growth and recruit and retain key employees, including its chief executive officer and executive team; potential vehicle recalls; Lucid’s ability to establish its brand and capture additional market share, and the risks associated with negative press or reputational harm; Lucid’s ability to manage expenses; the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries; and the impact of the global COVID-19 pandemic on Lucid's projected results of operations, financial performance or other financial metrics, or on any of the foregoing risks; and those factors discussed under the heading “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as well as other documents Lucid has filed or will file with the Securities and Exchange Commission. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Lucid presently does not know or that Lucid currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In
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addition, forward-looking statements reflect Lucid’s expectations, plans or forecasts of future events and views as of the date of this communication. Lucid anticipates that subsequent events and developments will cause Lucid’s assessments to change. However, while Lucid may elect to update these forward-looking statements at some point in the future, Lucid specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Lucid’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Non-GAAP Financial Measures and Key Business Metrics:
Consolidated financial information has been presented in accordance with US GAAP ("GAAP") as well as on a non-GAAP basis to supplement our consolidated financial results. Lucid’s non-GAAP financial measures include Adjusted EBITDA and Free Cash Flow which are discussed below.
Adjusted EBITDA is defined as net loss and comprehensive loss before (1) interest expense, (2) provision for (benefit from) income taxes, (3) depreciation and amortization, (4) change in fair value of forward contracts, (5) change in fair value of convertible preferred stock warrant liability, (6) change in fair value of common stock warrant liability, (7) transaction costs expensed and (8) stock-based compensation. Adjusted EBITDA is a performance measure that Lucid believes provides useful information to Lucid’s management and investors about Lucid’s profitability. Free Cash Flow is defined as net cash used in operating activities less capital expenditures. Free Cash Flow is a performance measure that Lucid believes provides useful information to Lucid’s management and investors about the amount of cash generated by the business after necessary capital expenditures.
These non-GAAP financial measures facilitate management’s internal comparisons to Lucid’s historical performance. Management believes that it is useful to supplement its GAAP financial statements with this non-GAAP information because management uses such information internally for its operating, budgeting, and financial planning purposes. Management also believes that presentation of the non-GAAP financial measures provides useful information to Lucid’s investors regarding measures of our financial condition and results of operations that Lucid uses to run the business and therefore allows investors to better understand Lucid’s performance. However, these non-GAAP financial and key performance measures have limitations as analytical tools and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP.
Non-GAAP information is not prepared under a comprehensive set of accounting rules and therefore, should only be read in conjunction with financial information reported under GAAP when understanding Lucid’s operating performance. In addition, other companies, including companies in our industry, may calculate non-GAAP financial measures and key performance measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures and key performance measures as tools for comparison. A reconciliation between GAAP and non-GAAP financial information is presented below.
Investor Relations Contact
investor@lucidmotors.com
Media Contact
media@lucidmotors.com
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LUCID GROUP, INC.
CONSOLIDATED BALANCE SHEETS1
(in thousands, except share and per share data)
| December 31, 2021 | December 31, 2020 | |||||||||||||
| ASSETS | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | 6,262,905 | $ | 614,412 | ||||||||||
| Accounts receivable, net | 3,148 | 260 | ||||||||||||
| Short-term investments | — | 505 | ||||||||||||
| Inventory | 127,250 | 1,043 | ||||||||||||
| Prepaid expenses | 70,346 | 21,840 | ||||||||||||
| Other current assets | 43,328 | 24,496 | ||||||||||||
| Total current assets | 6,506,977 | 662,556 | ||||||||||||
| Property, plant and equipment, net | 1,182,153 | 713,274 | ||||||||||||
| Right-of-use assets | 161,974 | — | ||||||||||||
| Other noncurrent assets | 30,609 | 26,851 | ||||||||||||
| TOTAL ASSETS | $ | 7,881,713 | $ | 1,402,681 | ||||||||||
| LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable | $ | 41,342 | $ | 17,333 | ||||||||||
| Accrued compensation | 32,364 | 16,197 | ||||||||||||
| Finance lease liabilities, current portion | 4,183 | — | ||||||||||||
| Other current liabilities | 318,212 | 151,753 | ||||||||||||
| Total current liabilities | 396,101 | 185,283 | ||||||||||||
| Convertible preferred stock warrant liability | — | 2,960 | ||||||||||||
| Finance lease liabilities, net of current portion | 6,083 | — | ||||||||||||
| Common stock warrant liability | 1,394,808 | — | ||||||||||||
| Long-term debt | 1,986,791 | — | ||||||||||||
| Other long-term liabilities | 188,575 | 39,139 | ||||||||||||
| Total liabilities | 3,972,358 | 227,382 | ||||||||||||
| CONVERTIBLE PREFERRED STOCK | ||||||||||||||
| Convertible preferred stock, $0.0001 par value; 0 and 1,058,949,780 shares authorized as of December 31, 2021 and 2020, respectively; 0 and 957,159,704 shares issued and outstanding as of December 31, 2021 and 2020, respectively; liquidation preference of $0, and $3,497,913 as of December 31, 2021 and 2020, respectively | — | 2,494,076 | ||||||||||||
| STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||||||||
| Preferred stock, par value $0.0001; 10,000,000 and 0 shares authorized as of December 31, 2021 and 2020, respectively; no shares issued and outstanding as of December 31, 2021 and 2020, respectively | — | — | ||||||||||||
| Common stock, par value $0.0001; 15,000,000,000 and 1,189,800,259 shares authorized as of December 31, 2021 and 2020, respectively; 1,648,413,415 and 28,791,702 shares issued and 1,647,555,590 and 28,791,702 outstanding as of December 31, 2021 and 2020, respectively | 165 | 3 | ||||||||||||
| Additional paid-in capital | 9,995,778 | 38,113 | ||||||||||||
| Treasury stock, at cost, 857,825 and 0 shares at December 31, 2021 and 2020, respectively | (20,716) | — | ||||||||||||
| Accumulated deficit | (6,065,872) | (1,356,893) | ||||||||||||
| Total stockholders' equity (deficit) | 3,909,355 | (1,318,777) | ||||||||||||
| TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ | 7,881,713 | $ | 1,402,681 | ||||||||||
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LUCID GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS1
(in thousands, except share and per share data)
| Three Months Ended December 31, | Twelve Months Ended December 31, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Revenue | $ | 26,392 | $ | 3,634 | $ | 27,111 | $ | 3,976 | |||||||||||||||
| Costs and expenses | |||||||||||||||||||||||
| Cost of revenue | 151,473 | 2,520 | 154,897 | 3,070 | |||||||||||||||||||
| Research and development | 163,606 | 169,521 | 750,185 | 511,110 | |||||||||||||||||||
| Selling, general and administrative | 196,997 | 31,304 | 652,475 | 89,023 | |||||||||||||||||||
| Total cost and expenses | 512,076 | 203,345 | 1,557,557 | 603,203 | |||||||||||||||||||
| Loss from operations | (485,684) | (199,711) | (1,530,446) | (599,227) | |||||||||||||||||||
| Other income (expense), net: | |||||||||||||||||||||||
| Change in fair value of forward contracts | — | (109,663) | (454,546) | (118,382) | |||||||||||||||||||
| Change in fair value of convertible preferred stock warrant liability | — | (1,034) | (6,976) | (1,205) | |||||||||||||||||||
| Change in fair value of common stock warrant liability | (557,973) | — | (582,760) | — | |||||||||||||||||||
| Transaction costs expensed | — | — | (2,717) | — | |||||||||||||||||||
| Interest expense | (1,263) | (44) | (1,374) | (64) | |||||||||||||||||||
| Other (expense) income, net | (742) | (766) | (893) | (690) | |||||||||||||||||||
| Total other expense, net | (559,978) | (111,507) | (1,049,266) | (120,341) | |||||||||||||||||||
| Loss before provision for (benefit from) income taxes | (1,045,662) | (311,218) | (2,579,712) | (719,568) | |||||||||||||||||||
| Provision for (benefit from) income taxes | 18 | 57 | 49 | (188) | |||||||||||||||||||
| Net loss and comprehensive loss | (1,045,680) | (311,275) | (2,579,761) | (719,380) | |||||||||||||||||||
| Deemed contribution related to repurchase of Series B convertible preferred stock | — | 1,000 | — | 1,000 | |||||||||||||||||||
| Deemed contribution related to repurchase of Series C convertible preferred stock | — | 12,784 | — | 12,784 | |||||||||||||||||||
| Deemed dividend related to the issuance of Series E convertible preferred stock | — | — | (2,167,332) | — | |||||||||||||||||||
| Net loss attributable to common stockholders | $ | (1,045,680) | $ | (297,491) | $ | (4,747,093) | $ | (705,596) | |||||||||||||||
| Weighted average shares outstanding used in computing net loss per share attributable to common stockholders, basic and diluted | 1,636,215,509 | 26,764,864 | 740,393,759 | 24,825,944 | |||||||||||||||||||
| Net loss per share attributable to common stockholders, basic and diluted | $ | (0.64) | $ | (11.11) | $ | (6.41) | $ | (28.42) | |||||||||||||||
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LUCID GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS1
(In thousands)
| Year Ended December 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net loss | $ | (2,579,761) | $ | (719,380) | |||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
| Depreciation and amortization | 62,907 | 10,217 | |||||||||
| Amortization of insurance premium | 18,474 | — | |||||||||
| Non-cash operating lease cost | 12,563 | — | |||||||||
| Stock-based compensation | 516,757 | 4,614 | |||||||||
| Loss on disposal of property and equipment | 52 | 139 | |||||||||
| Amortization of debt discount | 237 | — | |||||||||
| Write-down of inventory | 48,884 | — | |||||||||
| Change in fair value of contingent forward contract liability | 454,546 | 118,382 | |||||||||
| Change in fair value of preferred stock warrant liability | 6,976 | 1,205 | |||||||||
| Change in fair value of common stock warrant liability | 582,760 | — | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | (2,888) | 148 | |||||||||
| Inventory | (175,091) | (359) | |||||||||
| Financed insurance premium | (41,935) | — | |||||||||
| Prepaid expenses | (25,045) | 7,770 | |||||||||
| Other current assets | (14,704) | 7,360 | |||||||||
| Other noncurrent assets and security deposit | 5,889 | 2,866 | |||||||||
| Accounts payable | 4,354 | (69,861) | |||||||||
| Accrued compensation | 16,167 | 13,249 | |||||||||
| Operating lease liability | (10,019) | — | |||||||||
| Other liabilities and accrued liabilities | 65,456 | 53,454 | |||||||||
| Other long-term liabilities | (4,712) | — | |||||||||
| Net cash used in operating activities | (1,058,133) | (570,196) | |||||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of property, equipment, and software | (421,220) | (459,582) | |||||||||
| Proceeds from sale of short term investments | 505 | — | |||||||||
| Proceed from sale of property, equipment, and software | 22 | — | |||||||||
| Net cash used in investing activities | (420,693) | (459,582) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceed from issuance of convertible notes, net of issuance costs | 2,002,437 | — | |||||||||
| Payment of transaction costs for the issuance of convertible notes | (15,883) | — | |||||||||
| Payment for short-term insurance financing note | (27,887) | — | |||||||||
| Payment for capital lease liabilities | — | (364) | |||||||||
| Payment for finance lease liabilities | (3,088) | — | |||||||||
| Proceeds from short-term insurance financing note | 41,935 | — | |||||||||
| Repurchase of Series B convertible preferred stock | (3,000) | — | |||||||||
| Repurchase of Series C convertible preferred stock | — | (12,101) | |||||||||
| Proceeds from issuance of Series D convertible preferred stock | 3,000 | 400,000 | |||||||||
| Proceeds from issuance of Series E convertible preferred stock | 600,000 | 899,725 | |||||||||
| Proceeds from exercise of stock options | 8,132 | 3,285 | |||||||||
| Proceeds from the exercise of public warrants | 173,273 | — | |||||||||
| Proceeds from the reverse recapitalization | 4,439,153 | — | |||||||||
| Payment of transaction costs related to the reverse recapitalization | (38,865) | — | |||||||||
| Treasury stock repurchase | (20,716) | — | |||||||||
| Stock repurchases from employees for tax withholdings | (22,063) | — | |||||||||
| Net cash provided by financing activities | 7,136,428 | 1,290,545 | |||||||||
| Net increase in cash, cash equivalents, and restricted cash | 5,657,602 | 260,767 | |||||||||
| Beginning cash, cash equivalents, and restricted cash | 640,418 | 379,651 | |||||||||
| Ending cash, cash equivalents, and restricted cash | $ | 6,298,020 | $ | 640,418 | |||||||
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LUCID GROUP, INC.
Reconciliation of GAAP to Non-GAAP Financials Measures1
Unaudited
(in thousands)
Adjusted EBITDA
| Three Months Ended December 31, | Twelve Months Ended December 31, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Net loss and comprehensive loss | $ | (1,045,680) | $ | (311,275) | $ | (2,579,761) | $ | (719,380) | |||||||||||||||
| Interest expense | 1,263 | 44 | 1,374 | 64 | |||||||||||||||||||
| Provision for (benefit from) income taxes | 18 | 57 | 49 | (188) | |||||||||||||||||||
| Depreciation and amortization | 36,286 | 4,770 | 62,907 | 10,217 | |||||||||||||||||||
| Change in fair value of forward contracts | — | 109,663 | 454,546 | 118,382 | |||||||||||||||||||
| Change in fair value of convertible preferred stock warrant liability | — | 1,034 | 6,976 | 1,205 | |||||||||||||||||||
| Change in fair value of common stock warrant liability | 557,973 | — | 582,760 | — | |||||||||||||||||||
| Transaction costs expensed | — | — | 2,717 | — | |||||||||||||||||||
| Stock-based compensation | 150,557 | 1,357 | 516,757 | 4,614 | |||||||||||||||||||
Adjusted EBITDA | $ | (299,583) | $ | (194,350) | $ | (951,675) | $ | (585,086) | |||||||||||||||
Free Cash Flow
| Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||||||||||||
| Net cash used in operating activities (GAAP) | (312,732) | $ | (192,789) | $ | (1,058,133) | $ | (570,196) | |||||||||||||||||||
| Capital expenditures | (121,907) | (103,722) | (421,220) | (459,582) | ||||||||||||||||||||||
Free cash flow (non-GAAP) | $ | (434,639) | $ | (296,511) | $ | (1,479,353) | $ | (1,029,778) | ||||||||||||||||||
___________________________________
1 The business combination (the “Merger”) between Lucid Group Inc.’s predecessor, Atieva, Inc. (“Legacy Lucid”), and Churchill Capital Corp IV (“CCIV”), which closed on July 23, 2021, is accounted for as a reverse recapitalization under U.S. GAAP. Under this method of accounting, CCIV has been treated as the acquired company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of Lucid represent a continuation of the financial statements of Legacy Lucid with the Merger being treated as the equivalent of Legacy Lucid issuing shares for the net assets of CCIV, accompanied by a recapitalization. The net assets of CCIV were recognized as of the closing of the Merger at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Merger are presented as those of Legacy Lucid and the accumulated deficit of Legacy Lucid has been carried forward after the closing of the Merger. All periods prior to the Merger have been retrospectively adjusted using the applicable exchange ratio for the equivalent number of shares outstanding immediately after the closing of the Merger to effect the reverse recapitalization. See our Form 10-K for the year ended December 31, 2021 for additional information.
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 | Exhibit 99.2 | ||||
Electric Vehicle Manufacturer Lucid Group Gearing Up for First International Plant in Saudi Arabia After Signing Agreements with Multiple Agencies
•Lucid announces long-term plan to bring advanced automotive manufacturing to Saudi Arabia to address global demand.
•Lucid estimates that the location of Lucid’s first international manufacturing plant in Saudi Arabia may result in up to $3.4 billion of value to Lucid over 15 years.
•New international manufacturing plant targets 150,000 vehicles per year at the King Abdullah Economic City will leverage U.S. engineering, R&D, and manufacturing expertise in assembling new models for global markets and complement Lucid’s flagship manufacturing site in Arizona, USA.
•Manufacturing facility to bring several thousand high-skilled jobs to Saudi Arabia, creating diverse job opportunities and supporting skills development for the region.
NEWARK, Calif. and RIYADH, Saudi Arabia – February 28, 2022 – Lucid Group, Inc. (NASDAQ: LCID), setting new standards with the longest range, fastest charging electric car on the market, today announced the signing of agreements with the Ministry of Investment of Saudi Arabia (“MISA”), the Saudi Industrial Development Fund (“SIDF”), and the Economic City at King Abdullah Economic City (“KAEC”), as it lays the groundwork for a full production factory in Saudi Arabia. The agreements are expected to accelerate Saudi Arabia’s strategic goal to transform and diversify its economy through the development of sustainable energy and transportation. Lucid estimates that the location of Lucid’s first international manufacturing plant in the Kingdom of Saudi Arabia may result in up to $3.4 billion of value to Lucid over 15 years, and the facility will enable Lucid to address growing demand for Lucid’s products.
“Lucid aspires to be a catalyst for change wherever we go, so it makes perfect sense that we are bringing electric vehicles to one of the world’s biggest oil producing nations. Establishing a global manufacturing footprint is a practical, natural step and enables us to grow our brand, scale our business, and address worldwide and untapped market demand on an entirely new level, while also taking action to address climate change through inspiring sustainable transportation,” said Peter Rawlinson, CEO and CTO, Lucid Group. “Our strong relationships with the Public Investment Fund and our partners at MISA, KAEC, and SIDF also give us unique insight into the demand for luxury cars and SUVs in Saudi Arabia and beyond, and we are thrilled to introduce the world’s most advanced electric vehicles to more global markets.”
Lucid reviewed multiple opportunities before selecting KAEC in Saudi Arabia as the optimal location and opportunity for its first international manufacturing facility. The new manufacturing hub will be fully owned by Lucid and enable the company to meet growing international demand for luxury electric vehicles. Lucid also expects to benefit from the availability of competitively-priced commodities and energy and a newly emerging domestic supply chain, and a factory location that facilitates global logistics. The company further expects to be able to access financing to build and equip the manufacturing facility and to train automotive workers.
Lucid plans to establish operations at KAEC for re-assembly of Lucid Air vehicle “kits” that are pre-manufactured at the company’s U.S. AMP-1 Manufacturing Facility in Casa Grande, Arizona, and, over time, for production of complete vehicles. At its peak, the company expects to manufacture up to 150,000 vehicles per year at the KAEC facility. Construction of the plant is expected to start in the first half of 2022. Vehicles in the initial phase will be slated for the market in Saudi Arabia, but Lucid plans to export finished vehicles to other global markets, including exclusive models designed to appeal to Lucid’s discerning customers in the region and beyond. Lucid’s AMP-1 in Arizona will continue to serve as the company’s central manufacturing hub, with the Lucid Production System and other manufacturing technologies refined in the United States before deployment at other factory sites. Lucid has already commenced the second phase of construction at AMP-1 to add 2.85 million square feet of space, with plans to further expand to an annual production capacity of 365,000 vehicles in Arizona. The company expects that its production capacity in Arizona and Saudi Arabia will exceed 500,000 vehicles per year in aggregate when each facility reaches its target capacity.
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Lucid anticipates that Saudi Arabia’s efforts to foster an automotive ecosystem through its Saudi Vision 2030 should yield cost savings for Lucid as well as environmental benefits, with reduced transportation of product to the customer. The project should also enable opportunities for Saudi Arabia to diversify and transition from fossil fuels to sustainable energy and transportation. Lucid expects to employ several thousand people at its KAEC facility once full production capacity is established, the majority of which are expected to be Saudi Arabian citizens. Lucid has established an internship program with the PIF to provide educational opportunities and training for Saudi Arabian citizens at Lucid’s facilities in California and Arizona to develop talent for operations in Saudi Arabia. The company, in addition, will build and run dedicated training centers in KAEC to support skills development for the workforce.
PIF has been partnering with leading innovators globally such as Lucid, which demonstrates PIF’s commitment to shape the economies of the future and drive the economic transformation of Saudi Arabia in line with Saudi Vision 2030.
“Today, we take a major step towards Saudi Arabia’s goal of diversifying its economy by creating a new manufacturing hub to spearhead the future of mobility for the Middle East region. Attracting a global leader in electric vehicles such as Lucid to open its first international manufacturing plant in Saudi Arabia reflects our commitment to creating long-term economic value in a sustainable, enduring, and globally integrated way. This project demonstrates the confidence investors have in Saudi Arabia’s competitiveness, its ability to create opportunity and serve global demand for a highly complex product such as electric vehicles,” said His Excellency Khalid Al-Falih, Minister of Investment of Saudi Arabia.”
“Establishing Lucid’s new manufacturing hub in the Kingdom of Saudi Arabia is aligned with our national priority of diversifying the economy, and more specifically in growing and diversifying the industrial sector as part of the Kingdom’s Vision 2030 and The National Industrial Development & Logistics Program,” said His Excellency Bandar Alkhorayef, Saudi Arabia’s Minister of Industry and Mineral Resources and Chairman of SIDF. “We are proud to partner with Lucid to enable this new industry in Saudi Arabia, which is one of the future’s most complex and technology-dependent industries, and a major contributor to the supply chain development of other related industries that intersect with auto manufacturing.” His Excellency added “We look forward to working with Lucid and other leading companies as we continue to build out our global competitiveness, relying on Saudi Arabia’s many qualitative advantages, starting with its proven human resources, its industrial capabilities and its quality digital and physical infrastructure, to its advantageous geographical location in the region.”
“Lucid Group’s landmark decision to establish its first international plant in KAEC marks a significant milestone in our journey to become a leading-edge city with a world-class manufacturing and logistics hub,” said Cyril Piaia, CEO of Emaar, The Economic City, the master developer of KAEC. “We are proud that KAEC will serve as a global launchpad for new sustainable mobility innovations such as electric vehicles, furthering its standing as a vision-ready platform that supports Saudi Vision 2030 objectives.
“The U.S. government welcomes Saudi Arabia’s effort to diversify its economy and fight climate change,” said U.S. Chargé d’Affaires Martina Strong, the head of the U.S. Mission to the Kingdom of Saudi Arabia. “This announcement shows it can do both, through partnership and engagement with innovative American companies.”
About Lucid Group
Lucid’s mission is to inspire the adoption of sustainable energy by creating advanced technologies and the most captivating luxury electric vehicles centered around the human experience. The company’s first car, Lucid Air, is a state-of-the-art luxury sedan with a California-inspired design that features luxurious full-size interior space in a mid-size exterior footprint. Underpinned by race-proven battery technology and proprietary powertrains developed entirely in-house, Lucid Air was named the 2022 MotorTrend Car of the Year®. The Lucid Air Dream Edition features an official EPA estimated 520 miles of range or 1,111 horsepower. Customer deliveries of Lucid Air, which is produced at Lucid’s new factory in Casa Grande, Arizona, are underway.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words
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such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding Lucid’s plans, strategies, and expectations regarding its future manufacturing capabilities and facilities in both Saudi Arabia and Arizona; expected value to Lucid relating to manufacturing in Saudi Arabia; Lucid’s expectations regarding availability of commodities and energy and supply chain; the estimated economic value relating to Lucid’s selection of KSA for its manufacturing site; environmental benefits; timing of construction; future production capacity; availability of financing; and consumer demand. Forward-looking statements inherently involve risks and uncertainties that could cause results to differ materially. Such risks and uncertainties include those identified in the section titled “Risk Factors” in Lucid’s annual and quarterly reports filed with the Securities and Exchange Commission. Lucid undertakes no obligation to update forward-looking statements for revisions or changes after the date of this release, except as required by law.
Media Contact
media@lucidmotors.com
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