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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(MARK ONE)
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2022
or
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission File Number: 001-39408
Lucid Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware
85-0891392
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
7373 Gateway Boulevard, Newark, CA 94560
(Address of principal executive offices) (Zip code)
(510) 648-3553
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share
LCID
The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    x  Yes   o  No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    x  Yes    o  No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer x
Accelerated Filer
o
Non-accelerated Filer
o
Smaller Reporting Company
o
Emerging Growth Company
 o
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).    o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o  Yes    x  No
Number of shares of the registrant’s common stock outstanding at July 28, 2022: 1,672,806,695






INDEX TO FORM 10-Q
Page
Item 1.
Item 2.
Item 1A.
2


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”), and Section 21E of the Securities and Exchange Act of 1934 (the “Exchange Act”). Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “shall,” “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. They appear in a number of places throughout this Quarterly Report on Form 10-Q and include, but are not limited to, statements regarding our intentions, beliefs or current expectations concerning, among other things, results of operations, financial condition, liquidity, capital expenditures, prospects, growth, production volumes, strategies and the markets in which we operate, including expectations of financial and operational metrics, projections of market opportunity, market share and product sales, expectations and timing related to commercial product launches, future strategies and products, including with respect to energy storage systems and automotive partnerships, manufacturing capabilities and facilities, studio openings, sales channels and strategies, future vehicle programs, expansion and the potential success of our go-to-market strategy, our financial and operating outlook, future market launches and international expansion, including our planned manufacturing facility in Saudi Arabia and related timing and value to Lucid, and our needs for additional financing. Such forward-looking statements are based on available current market material and our current expectations, beliefs and forecasts concerning future developments. Factors that may impact such forward-looking statements include:
changes in domestic and foreign business, market, financial, political and legal conditions, including the ongoing conflict between Russia and Ukraine;
risks related to prices and availability of commodities, our supply chain, logistics, inventory management and quality control, and our ability to complete the tooling of our manufacturing facilities over time and scale production of the Lucid Air and other vehicles;
risks related to the uncertainty of our projected financial information;
risks related to the timing of expected business milestones and commercial product launches, including our ability to mass produce the Lucid Air and complete the tooling of our manufacturing facility;
risks related to the expansion of our manufacturing facility, the construction of new manufacturing facilities and the increase of our production capacity;
our ability to manage expenses;
risks related to future market adoption of our offerings;
the effects of competition and the pace and depth of electric vehicle adoption generally on our future business;
changes in regulatory requirements, governmental incentives and fuel and energy prices;
our ability to rapidly innovate;
our ability to enter into or maintain partnerships with original equipment manufacturers, vendors and technology providers;
our ability to effectively manage our growth and recruit and retain key employees, including our chief executive officer and executive team;
risks related to potential vehicle recalls;
our ability to establish and expand our brand, and capture additional market share, and the risks associated with negative press or reputational harm;
our ability to effectively utilize zero emission vehicle credits and obtain and utilize certain tax and other incentives;
our ability to issue equity or equity-linked securities in the future;
our ability to pay interest and principal on our indebtedness;
future changes to vehicle specifications which may impact performance, pricing, and other expectations;
the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries;
the impact of the global COVID-19 pandemic on our supply chain, including COVID-related shutdowns of our suppliers’ facilities in China, projected results of operations, financial performance or other financial metrics, or on any of the foregoing risks; and
other factors disclosed in this Quarterly Report on Form 10-Q or our other filings with the Securities and Exchange Commission (the “SEC”).
3


The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on our current expectations and beliefs concerning future developments and their potential effects on our business. There can be no assurance that future developments affecting our business will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in Part II, Item 1A. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. There may be additional risks that Lucid currently 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 addition, forward-looking statements reflect our expectations, plans or forecasts of future events and views as of the date of this Quarterly Report on Form 10-Q. We anticipate that subsequent events and developments will cause our assessments to change. However, while we may elect to update the forward-looking statements at some point in the future, we do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. The forward-looking statements should not be relied upon as representing our assessments as of any date subsequent to the date of this Quarterly Report on Form 10-Q.
Frequently Used Terms
Unless otherwise stated in Item I. Financial Statements and accompanying footnotes, or the context otherwise requires, references in this Quarterly Report on Form 10-Q to:

2009 Plan” are to the Atieva, Inc. 2009 Share Plan duly adopted by the board of directors of Legacy Lucid on December 17, 2009;

2014 Plan” are to the Atieva, Inc. 2014 Share Plan duly adopted by the board of directors of Legacy Lucid on May 14, 2014;

2021 Plan” are to the Atieva, Inc. 2021 Stock Incentive Plan duly adopted by the compensation committee of the board of directors of Legacy Lucid on January 13, 2021 and approved by Legacy Lucid’s shareholders on January 21, 2021;

2026 Notes” are to the 1.25% Convertible Senior Notes due 2026;

AMP-1” are to our Advanced Manufacturing Plant 1 in Casa Grande, Arizona;

Ayar” are to Ayar Third Investment Company, an affiliate of PIF;

Board” or “Board of Directors” are, prior to consummation of the Transactions, to the board of directors of Legacy Lucid, and, following consummation of the Transactions, to the board of directors of Lucid Group Inc., a Delaware corporation;

Churchill” or “CCIV” are to Churchill Capital Corp IV, a Delaware corporation and our predecessor company prior to the consummation of the Transactions, which changed its name to Lucid Group, Inc. following the consummation of the Transactions, and its consolidated subsidiaries;

Churchill’s Class A common stock” are to Churchill’s Class A common stock, par value $0.0001 per share;

Churchill’s Class B common stock” are to Churchill’s Class B common stock, par value $0.0001 per share;

Churchill IPO” are to the initial public offering by Churchill which closed on August 3, 2020;

Closing” are to the consummation of the Transactions;

Closing Date” are to July 23, 2021, the date on which the Transactions were consummated;

common stock” are, prior to the consummation of the Transactions, to Churchill’s Class A common stock and Churchill’s Class B common stock and, following the consummation of the Transactions, to the common stock of Lucid Group, Inc., par value $0.0001 per share;
ESG” are to the Environmental, Social and Governance;

EV” are to electric vehicle;

Exchange Ratio” are to the quotient as defined in, and calculated in accordance with, the Merger Agreement, which is 2.644;

4


Investor Rights Agreement” are to the Investor Rights Agreement, dated as of February 22, 2021, by and among the Company, the Sponsor, Ayar and certain other parties thereto;

Legacy Lucid” are to Atieva, Inc., d/b/a Lucid Motors, an exempted company incorporated with limited liability under the laws of the Cayman Islands, and its consolidated subsidiaries before the Closing Date;

Legacy Lucid Common Shares” are to the common shares, par value $0.0001 per share, of Legacy Lucid;

Legacy Lucid Share Plans” are to the 2009 Plan, the 2014 Plan, the 2021 Plan, in each case as amended from time to time in accordance with their terms;

Legacy Lucid Options” are to all issued and outstanding options to purchase or otherwise acquire Legacy Lucid Common Shares (whether or not vested) held by any person, including share options granted under any Legacy Lucid Share Plan;

Legacy Lucid Preferred Shares” are to, collectively, Legacy Lucid Series A Preferred Shares, Legacy Lucid Series B Preferred Shares, Legacy Lucid Series C Preferred Shares, Legacy Lucid Series D Preferred Shares and Legacy Lucid Series E Preferred Shares;

Legacy Lucid Series A Preferred Shares” are to the Series A preferred shares, par value $0.0001 per share, of Legacy Lucid;

Legacy Lucid Series B Preferred Shares” are to the Series B preferred shares, par value $0.0001 per share, of Legacy Lucid;

Legacy Lucid Series C Preferred Shares” are to the Series C preferred shares, par value $0.0001 per share, of Legacy Lucid;

Legacy Lucid Series D Preferred Shares” are to the Series D preferred shares, par value $0.0001 per share, of Legacy Lucid;

Legacy Lucid Series E Preferred Shares” are to the Series E preferred shares, par value $0.0001 per share, of Legacy Lucid;

Legacy Lucid Shares” are to the Legacy Lucid Common Shares and Legacy Lucid Preferred Shares;

Legacy Lucid RSUs” are to all issued and outstanding restricted stock unit awards with respect to Legacy Lucid Common Shares outstanding under any Legacy Lucid Share Plan;

Lucid Options” are to all issued and outstanding options to purchase shares of common stock immediately following the closing of the Merger;

Lucid RSUs” are to all issued and outstanding restricted stock unit awards with respect to shares of common stock immediately following the closing of the Merger;

Merger” are to the merger of a merger subsidiary of Churchill and Atieva, Inc., with Atieva, Inc. surviving such merger as a wholly owned subsidiary of Churchill;

Merger Agreement” are to that certain Agreement and Plan of Merger, dated as of February 22, 2021, by and among Churchill, Legacy Lucid and Air Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Churchill, as the same has been or may be amended, modified, supplemented or waived from time to time;

PIF” are to the Public Investment Fund;

PIPE Investment” are to the private placement subscription agreements that Churchill entered into contemporaneously with the execution of the Merger Agreement whereby Churchill has agreed to issue and sell to certain investors $2.5 billion of Churchill’s Class A common stock at a purchase price of $15.00 per share. The PIPE Investment closed simultaneously with the Closing of the Merger;

PIPE Investors” are to the investors participating in the PIPE Investment;

Private Placement Warrants” are to Churchill’s warrants issued to the Sponsor in a private placement simultaneously with the closing of the Churchill IPO;

5


Promissory Note” are to the unsecured promissory note issued by Churchill to the Sponsor in an aggregate principal amount of $1,500,000. The Sponsor has elected to exercise its option to convert the unpaid balance of the Promissory Note of $1,500,000 into Working Capital Warrants;

Public Warrants” are to Churchill’s warrants sold as part of the units in the Churchill IPO (whether they were purchased in the Churchill IPO or thereafter in the open market);

Sponsor” are to Churchill Sponsor IV LLC, a Delaware limited liability company and an affiliate of M. Klein and Company;

Transactions” are to the Merger, together with the other transactions consummated under the Merger Agreement and the related agreements;

Warrant Agreement” are to the Warrant Agreement, dated July 29, 2020, entered into in connection with the Churchill IPO by and between Continental Stock Transfer & Trust Company and Churchill; and

Working Capital Warrants” are to the warrants to purchase Churchill’s Class A common stock pursuant to the terms of the Promissory Note, on terms identical to the terms of the Private Placement Warrants.

Unless the context otherwise requires, all references in this section to “Lucid,” the “Company,” “we,” “us,” “our,” and other similar terms refer to Legacy Lucid and its subsidiaries prior to the Closing, and Lucid Group, Inc., a Delaware corporation, and its subsidiaries after the Closing.
6


PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
LUCID GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
Unaudited
(in thousands, except share and per share data)
June 30,
2022
December 31,
2021
ASSETS
Current assets:
Cash and cash equivalents$3,157,449 $6,262,905 
Short-term investments1,136,633  
Accounts receivable, net1,294 3,148 
Inventory553,045 127,250 
Prepaid expenses48,963 70,346 
Other current assets69,105 43,328 
Total current assets4,966,489 6,506,977 
Property, plant and equipment, net1,615,435 1,182,153 
Right-of-use assets198,207 161,974 
Long-term investments278,055  
Other noncurrent assets71,233 30,609 
TOTAL ASSETS$7,129,419 $7,881,713 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$129,070 $41,342 
Accrued compensation55,550 32,364 
Finance lease liabilities, current portion4,657 4,183 
Other current liabilities464,819 318,212 
Total current liabilities654,096 396,101 
Finance lease liabilities, net of current portion5,377 6,083 
Common stock warrant liability536,635 1,394,808 
Long-term debt1,989,200 1,986,791 
Other long-term liabilities233,725 188,575 
Total liabilities3,419,033 3,972,358 
Commitments and contingencies (Note 15)
STOCKHOLDERS’ EQUITY
Preferred stock, par value $0.0001; 10,000,000 shares authorized as of June 30, 2022 and
       December 31, 2021; no shares issued and outstanding as of June 30, 2022 and December 31, 2021
  
Common stock, par value $0.0001; 15,000,000,000 shares authorized as of June 30, 2022 and December 31, 2021; 1,673,401,436 and 1,648,413,415 shares issued and 1,672,543,611 and 1,647,555,590 shares outstanding as of June 30, 2022 and December 31, 2021, respectively
167 165 
Additional paid-in capital10,099,209 9,995,778 
Treasury stock, at cost, 857,825 shares at June 30, 2022 and December 31, 2021
(20,716)(20,716)
Accumulated other comprehensive loss(691) 
Accumulated deficit(6,367,583)(6,065,872)
Total stockholders’ equity3,710,386 3,909,355 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$7,129,419 $7,881,713 


The accompanying notes are an integral part of these condensed consolidated financial statements.
7


LUCID GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
Unaudited
(in thousands, except share and per share data)
Three Months Ended
June 30,
Six Months Ended
June 30,
2022202120222021
Revenue$97,336 $174 $155,011 $487 
Costs and expenses
Cost of revenue292,342 19 538,312 104 
Research and development200,381 176,802 386,457 344,171 
Selling, general and administrative163,812 72,272 386,971 203,924 
Total cost and expenses656,535 249,093 1,311,740 548,199 
Loss from operations(559,199)(248,919)(1,156,729)(547,712)
Other income (expense), net
Change in fair value of forward contracts (12,382) (454,546)
Change in fair value of convertible preferred stock warrant liability   (6,976)
Change in fair value of common stock warrant liability334,843  858,173  
Interest expense(7,189)(30)(14,908)(35)
Other income (expense), net11,188 (390)12,144 (400)
Total other income (expense), net338,842 (12,802)855,409 (461,957)
Loss before provision for income taxes(220,357)(261,721)(301,320)(1,009,669)
Provision for income taxes68 5 391 9 
Net loss(220,425)(261,726)(301,711)(1,009,678)
Deemed dividend related to the issuance of Series E convertible preferred stock   (2,167,332)
Net loss attributable to common stockholders, basic(220,425)(261,726)(301,711)(3,177,010)
Change in fair value of dilutive warrants(334,843) (858,173) 
Net loss attributable to common stockholders, diluted$(555,268)$(261,726)$(1,159,884)$(3,177,010)
Weighted average shares outstanding used in computing net loss per share attributable to common stockholders, basic1,669,303,813 36,298,508 1,661,960,471 34,484,767 
Weighted average shares outstanding used in computing net loss per share attributable to common stockholders, diluted1,686,815,404 36,298,508 1,684,328,007 34,484,767 
Net loss per share attributable to common stockholders, basic$(0.13)$(7.21)$(0.18)$(92.13)
Net loss per share attributable to common stockholders, diluted$(0.33)$(7.21)$(0.69)$(92.13)
Other comprehensive loss
Net unrealized losses on investments, net of tax$(691)$ $(691)$ 
Comprehensive loss(221,116)(261,726)(302,402)(1,009,678)
Deemed dividend related to the issuance of Series E convertible preferred stock   (2,167,332)
Comprehensive loss attributable to common stockholders$(221,116)$(261,726)$(302,402)$(3,177,010)






The accompanying notes are an integral part of these condensed consolidated financial statements.
8


LUCID GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND
STOCKHOLDERS’ EQUITY (DEFICIT)
Unaudited
(in thousands, except share data)

Common StockAdditional
Paid-In
Capital
Treasury
Stock
Accumulated
Other
Comprehensive
Loss
Accumulated
Deficit
Total
Stockholders’
Equity
Three Months Ended June 30, 2022
Shares(1)
Amount
Balance as of March 31, 20221,666,739,708 $167 $9,997,176 $(20,716)$ $(6,147,158)$3,829,469 
Net loss— — — — — (220,425)(220,425)
Net unrealized losses on investments, net of tax— — — — (691)— (691)
Issuance and sale of common stock for tax withholdings of employee RSUs— — (8,976)— — — (8,976)
Issuance of common stock upon vesting of employee RSUs960,651 — — — — —  
Issuance of common stock under employee stock purchase plan751,036 — 12,882 — — — 12,882 
Issuance of common stock upon exercise of stock options4,092,216 — 3,735 — — — 3,735 
Stock-based compensation— — 94,392 — — — 94,392 
Balance as of June 30, 2022
1,672,543,611 $167 $10,099,209 $(20,716)$(691)$(6,367,583)$3,710,386 

Convertible
Preferred Stock
Common StockAdditional
Paid-In
Capital
Accumulated
Deficit
Total
Stockholders’
Equity (Deficit)
Three Months Ended June 30, 2021
Shares(1)
Amount
Shares(1)
Amount
Balance as of March 31, 20211,088,999,959 $4,454,811 35,689,218 $3 $6,196 $(4,234,062)$(4,227,863)
Net loss— — — — — (261,726)(261,726)
Issuance of Series E convertible preferred stock66,909,408 1,361,273 — — 15,719 — 15,719 
Stock-based compensation related to Series E convertible preferred stock— 20,701 — — — — — 
Issuance of common stock upon exercise of stock options— — 1,109,932 — 950 — 950 
Stock-based compensation— — — — 3,748 — 3,748 
Balance as of June 30, 2021
1,155,909,367 $5,836,785 36,799,150 $3 $26,613 $(4,495,788)$(4,469,172)










The accompanying notes are an integral part of these condensed consolidated financial statements.

______________________________________________________________
(1) The number of shares of convertible preferred stock and common stock issued and outstanding prior to the Merger have been retroactively adjusted by the Exchange Ratio to give effect to the reverse recapitalization treatment of the Merger. See Note 1 “Description of Business” and Note 3 “Reverse Capitalization” for more information.

9


LUCID GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND
STOCKHOLDERS’ EQUITY (DEFICIT) - continued
Unaudited
(in thousands, except share data)

Common StockAdditional
Paid-In
Capital
Treasury
Stock
Accumulated
Other
Comprehensive
Loss
Accumulated
Deficit
Total
Stockholders’
Equity
Six Months Ended June 30, 2022
Shares(1)
Amount
Balance as of January 1, 20221,647,555,590 $165 $9,995,778 $(20,716)$ $(6,065,872)$3,909,355 
Net loss— — — — — (301,711)(301,711)
Net unrealized losses on investments, net of tax— — — — (691)— (691)
Issuance and sale of common stock for tax withholdings of employee RSUs— — (191,241)— — — (191,241)
Issuance of common stock upon vesting of employee RSUs8,041,659 1 (1)— — —  
Issuance of common stock under employee stock purchase plan751,036 — 12,882 — — — 12,882 
Issuance of common stock upon exercise of stock options16,195,326 1 12,848 — — — 12,849 
Stock-based compensation— — 268,943 — — — 268,943 
Balance as of June 30, 2022
1,672,543,611 $167 $10,099,209 $(20,716)$(691)$(6,367,583)$3,710,386 

Convertible
Preferred Stock
Common StockAdditional
Paid-In
Capital
Accumulated
Deficit
Total
Stockholders’
Equity (Deficit)
Six Months Ended June 30, 2021
Shares(1)
Amount
Shares(1)
Amount
Balance as of January 1, 2021957,159,704 $2,494,076 28,791,702 $3 $38,113 $(1,356,893)$(1,318,777)
Net loss— — — — — (1,009,678)(1,009,678)
Repurchase of Series B convertible preferred stock(3,525,365)— — — — — — 
Issuance of Series D convertible preferred stock upon exercise of warrants1,546,799 12,936 — — — — — 
Issuance of Series E convertible preferred stock200,728,229 3,206,159 — — (22,396)(2,129,217)(2,151,613)
Stock-based compensation related to Series E convertible preferred stock— 123,614 — — — — — 
Issuance of common stock upon exercise of stock options— — 8,007,448 — 5,266 — 5,266 
Stock-based compensation— — — — 5,630 — 5,630 
Balance as of June 30, 2021
1,155,909,367 $5,836,785 36,799,150 $3 $26,613 $(4,495,788)$(4,469,172)









The accompanying notes are an integral part of these condensed consolidated financial statements.

______________________________________________________________
(1) The number of shares of convertible preferred stock and common stock issued and outstanding prior to the Merger have been retroactively adjusted by the Exchange Ratio to give effect to the reverse recapitalization treatment of the Merger. See Note 1 - Description of Business and Note 3 - Reverse Capitalization for more information.
10



LUCID GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
(in thousands)
Six Months Ended
June 30,
20222021
Cash flows from operating activities
Net loss$(301,711)$(1,009,678)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization80,690 11,738 
Amortization of insurance premium14,924 2,747 
Non-cash operating lease cost8,952 13,502 
Stock-based compensation268,943 129,244 
Amortization of debt discounts and issuance costs2,409  
Inventory write-downs178,057  
Change in fair value of contingent forward contract liability 454,546 
Change in fair value of preferred stock warrant liability 6,976 
Change in fair value of common stock warrant liability(858,173) 
Other non-cash items(5)56 
Changes in operating assets and liabilities:
Accounts receivable1,608 (220)
Inventory(603,852)(27,181)
Prepaid expenses6,459 (22,183)
Other current assets(32,199)(2,380)
Other noncurrent assets(27,556)(3,870)
Accounts payable49,596 (11,871)
Accrued compensation23,186 7,990 
Operating lease liability(6,944)(7,742)
Other current liabilities179,544 633 
Other long-term liabilities7,795 3,889 
Net cash used in operating activities(1,008,277)(453,804)
Cash flows from investing activities:
Purchases of property, plant and equipment(494,900)(206,533)
Proceed from sale of property, plant and equipment 19 
Purchases of investments(1,419,223) 
Net cash used in investing activities(1,914,123)(206,514)
Cash flows from financing activities:
Payment for short-term insurance financing note(15,330)(2,747)
Payment for finance lease liabilities(2,401)(1,364)
Proceeds from short-term insurance financing note 10,950 
Proceeds from borrowings6,663  
Repurchase of Series B convertible preferred stock (3,000)
Proceeds from issuance of Series D convertible preferred stock 3,000 
Proceeds from issuance of Series E convertible preferred stock 600,000 
Proceeds from exercise of stock options12,849 5,266 
Proceeds from employee stock purchase plan12,882  
Stock repurchases from employees for tax withholdings(191,241) 
Payment for credit facility issuance costs(6,631) 
Net cash (used in) provided by financing activities(183,209)612,105 
Net decrease in cash, cash equivalents, and restricted cash(3,105,609)(48,213)
Beginning cash, cash equivalents, and restricted cash6,298,020 640,418 
Ending cash, cash equivalents, and restricted cash$3,192,411 $592,205 
The accompanying notes are an integral part of these condensed consolidated financial statements.

11


LUCID GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - continued
Unaudited
(in thousands)

Six Months Ended
June 30,
20222021
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amounts capitalized$12,282 $198 
Cash paid for taxes480  
Supplemental disclosure of non-cash investing and financing activity:
Increases (decreases) in purchases of property, plant and equipment included in accounts payable and accrued expenses17,240 (24,661)
Property, plant and equipment and right-of-use assets obtained through leases47,022 4,437 
Issuance of Series D convertible preferred stock upon exercise of preferred stock warrants 9,936 
Issuance of Series E convertible preferred stock contingent forward contracts 2,167,332 
Capital contribution upon forfeit of Series E awards 15,719 
Issuance of Series E convertible preferred stock upon settlement of contingent forward contracts(2,621,878)
Capital leases retired upon adoption of new lease accounting standard$ $3,257 





































The accompanying notes are an integral part of these condensed consolidated financial statements.

12


LUCID GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Unaudited
June 30, 2022
NOTE 1DESCRIPTION OF BUSINESS
Overview
Lucid Group, Inc. (“Lucid”) is a technology and automotive company focused on designing, developing, manufacturing, and selling the next generation of EV, EV powertrains and battery systems.
Lucid was originally incorporated in Delaware on April 30, 2020 under the name Churchill Capital Corp IV (formerly known as Annetta Acquisition Corp) (“Churchill”) as a special purpose acquisition company with the purpose of effecting a merger with one or more operating businesses. On February 22, 2021, Churchill entered into a definitive merger agreement (the “Merger Agreement”) with Atieva, Inc. (“Legacy Lucid”) in which Legacy Lucid would become a wholly owned subsidiary of Churchill (the “Merger”). Upon the closing of the Merger on July 23, 2021 (the “Closing”), Churchill was immediately renamed to “Lucid Group, Inc.” The Merger between Churchill and Legacy Lucid was accounted for as a reverse recapitalization. See Note 3 “Reverse Recapitalization” for more information.
Throughout the notes to the 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, research and development, recruiting of management and technical staff, acquiring operating assets, and raising capital.
From inception through June 30, 2022, the Company has incurred operating losses and negative cash flows from operating activities. For the six months ended June 30, 2022 and 2021, the Company has incurred operating losses, including net losses of $301.7 million and $1,009.7 million, respectively. The Company has an accumulated deficit of $6.4 billion as of June 30, 2022.
During the quarter ended June 30, 2021, the Company completed the first phase of the construction of its newly built manufacturing plant in Casa Grande, Arizona (the “Arizona plant”). The Company began commercial production of its first vehicle, the Lucid Air, in September 2021 and delivered its first vehicles in late October 2021. The Company continues to expand the Arizona plant, start the construction of a manufacturing facility in the Kingdom of Saudi Arabia (the “KSA Facility”), 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, 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 and investments. Historically, the Company funded operations primarily with issuances of convertible preferred stock and convertible notes. Upon the completion of the Merger, the Company received $4,400.3 million in cash proceeds, net of transaction costs. In December 2021, the Company issued an aggregate of $2,012.5 million principal amount of 1.25% convertible senior notes due in December 2026. In addition, during the six months ended June 30, 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, revolving credit facilities with Gulf International Bank (“GIB”) in an aggregate principal amount of approximately $266.5 million and a new 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, See Note 6 “Long-term Debt” for additional 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) production and manufacturing ramps at existing manufacturing facilities in Casa Grande, Arizona, (iv) Phase 2 of construction at Advanced Manufacturing Plant 1 (“AMP-1”) in Casa Grande, Arizona, (v) the start of construction of a manufacturing facility in the Kingdom of Saudi Arabia, and (vi) expansion of our retail studios and service centers capabilities throughout North America and across the globe. The Company is subject to the risks associated with such activities, including the need to further develop its technology, its marketing, and distribution channels; further develop its supply chain and manufacturing; and hire additional management and other key personnel. Successful completion of the Company’s development program and, ultimately, the attainment of profitable operations are dependent upon future events, including our ability to access potential markets, and secure long-term financing.
13


The Company participates in a dynamic high-technology industry. Changes in any of the following areas could have a material adverse impact on the Company’s future financial position, results of operations, and/or cash flows: advances and trends in new technologies; competitive pressures; changes in the overall demand for its products and services; acceptance of the Company’s products and services; litigation or claims against the Company based on intellectual property, patent, regulatory, or other factors; and the Company’s ability to attract and retain employees necessary to support its growth.
The COVID-19 pandemic continues to impact the global economy and cause significant macroeconomic uncertainty. Infection rates vary across the jurisdictions in which the Company operates. Governmental authorities have continued to implement numerous and constantly evolving measures to attempt to contain the virus, such as travel bans and restrictions, masking recommendations and mandates, vaccine recommendations and mandates, limits on gatherings, quarantines, shelter-in-place orders and business shutdowns. The Company has taken proactive action to protect the health and safety of its employees, customers, partners and suppliers, consistent with the latest and evolving governmental guidelines. Until the COVID-19 pandemic is adequately contained, the Company expects to continue to implement appropriate measures. The Company continues to monitor the rapidly evolving situation and guidance from international and domestic authorities, including federal, state and local public health authorities, and may take additional actions based on their recommendations and requirements or as the Company otherwise sees fit to protect the health and safety of its employees, customers, partners and suppliers.
While certain of the Company and its suppliers’ operations have from time-to-time been temporarily affected by government-mandated restrictions, the Company was able to commence deliveries of the Lucid Air to customers and to proceed with the construction of the Arizona plant. Broader impacts of the pandemic have included inflationary pressure as well as ongoing, industry-wide challenges in logistics and supply chains, such as increased port congestion, intermittent supplier delays and a shortfall of semiconductor supply. Because the Company relies on third party suppliers for the development, manufacture, and/or provision and development of many of the key components and materials used in its vehicles, as well as provisioning and servicing equipment in its manufacturing facilities, the Company has been affected by inflation and such industry-wide challenges in logistics and supply chains. While the Company continues to focus on mitigating risks to its operations and supply chain in the current industry environment, the Company expects that these industry-wide trends will continue to impact its cost structure as well as its ability and the ability of its suppliers to obtain parts, components and manufacturing equipment on a timely basis for the foreseeable future.
In the current circumstances, given the dynamic nature of the situation, any impact on 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, including, but not limited to, the duration and continued spread of the outbreak, its severity, potential additional waves of infection, the emergence of more virulent or more dangerous strains of the virus, the actions taken to mitigate the virus or its impact, the development, distribution, efficacy and acceptance of vaccines worldwide, how quickly and to what extent normal economic and operating conditions can resume, the broader impact that the pandemic is having on the economy and our industry and specific implications the pandemic may have on the Company’s suppliers and on global logistics. See “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q (the “Quarterly Report”) for additional information regarding risks associated with the COVID-19 pandemic, including under the caption “The ongoing COVID-19 pandemic has adversely affected, and we cannot predict its ultimate impact on, our business, results of operations and financial condition.”
NOTE 2SUMMARY 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 28, 2022.
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 June 30, 2022 and the results of operations for the three and six months ended June 30, 2022 and 2021. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the full year ending December 31, 2022 or any other future interim or annual period.
The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
14


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, the determination of the useful lives of property and equipment, fair value of preferred stock warrants, fair value of common stock warrants, fair value of contingent forward contracts liability, valuation of deferred income tax assets and uncertain tax positions, fair value of common stock and other assumptions used to measure stock-based compensation expense, and estimated incremental borrowing rates for assessing operating and financing lease liabilities. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods.
Cash, Cash Equivalents and Restricted Cash
The Company considers all highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents.
Restricted cash in other current assets and noncurrent assets is primarily related to letters of credit issued to the landlords for certain of the Company’s leasehold facilities.
The following table provides a reconciliation of cash, cash equivalents, and restricted cash to amounts shown in the statements of cash flows (in thousands):
June 30,
2022
December 31,
2021
June 30,
2021
December 31,
2020
Cash and cash equivalents$3,157,449 $6,262,905 $557,938 $614,412 
Restricted cash included in other current assets4,039 10,740 10,989 11,278 
Restricted cash included in other noncurrent assets30,923 24,375 23,278 14,728 
Total cash, cash equivalents, and restricted cash$3,192,411 $6,298,020 $592,205 $640,418 
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents, and investments. The Company places its cash primarily with domestic financial institutions that are federally insured within statutory limits, but at times its deposits may exceed federally insured limits.
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.

Summary of Significant Accounting Policies
The Company’s significant accounting policies are discussed in Note 2 of the notes to the consolidated financial statements included in the Company’s Form 10-K filed with the SEC on February 28, 2022. Except for the policy described below, there have been no significant changes to the Company’s accounting policies during the three and six months ended June 30, 2022.
Investments

The Company’s investments in marketable debt securities have been classified and accounted for as available-for-sale and they are stated at fair value. The Company classifies its investments as either short-term or long-term based on each instrument’s underlying contractual maturity date. Unrealized gains and losses on our investments of available-for-sale securities are recorded in accumulated other comprehensive loss which is included within stockholders’ equity. Interest, dividends, amortization and accretion of purchase premiums and discounts on our investments of available-for-sale securities are included in other income (expense), net. The cost of securities sold is determined using the specific identification method. Realized gains and losses on the sale of available-for-sale securities are recorded in other income (expense), net.

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Recently Adopted Accounting Pronouncements
In November 2021, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance, which requires annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. The disclosure requirements include information about the nature of the transactions and the related accounting policy, the line items on the balance sheet and income statement that are affected by the transactions, the amount applicable to each financial statement line and significant terms and conditions of the transactions. The guidance is effective for annual periods beginning after December 15, 2021 and can be applied either prospectively or retrospectively. The Company adopted ASU 2021-10 prospectively on January 1, 2022. The adoption of this ASU did not have an impact to the condensed consolidated financial statements and related disclosures.
NOTE 3 REVERSE RECAPITALIZATION
On July 23, 2021, upon the consummation of the Merger, all holders of 451,295,965 issued and outstanding Legacy Lucid common stock received shares of Lucid common stock at a deemed value of $10.00 per share after giving effect to the exchange ratio of 2.644 (the “Exchange Ratio”) resulting in 1,193,226,511 shares of Lucid common stock issued and outstanding as of the Closing and all holders of 42,182,931 issued and outstanding Legacy Lucid equity awards received Lucid equity awards covering 111,531,080 shares of Lucid common stock at a deemed value of $10.00 per share after giving effect to the Exchange Ratio, based on the following events contemplated by the Merger Agreement:
the cancellation and conversion of all 437,182,072 issued and outstanding shares of Legacy Lucid preferred stock into 437,182,072 shares of Legacy Lucid common stock at the conversion rate as calculated pursuant to Legacy Lucid’s memorandum and articles of association at the date and time that the Merger became effective;
the surrender and exchange of all 451,295,965 issued and outstanding shares of Legacy Lucid common stock (including Legacy Lucid common stock resulting from the conversion of the Legacy Lucid preferred stock) into 1,193,226,511 shares of Lucid common stock as adjusted by the Exchange Ratio;
the cancellation and exchange of all 25,764,610 granted and outstanding vested and unvested Legacy Lucid options, which became 68,121,210 Lucid options exercisable for shares of Lucid common stock with the same terms and vesting conditions except for the number of shares exercisable and the exercise price, each of which was adjusted by the Exchange Ratio; and
the cancellation and exchange of all 16,418,321 granted and outstanding vested and unvested Legacy Lucid RSUs, which became 43,409,870 Lucid RSUs for shares of Lucid common stock with the same terms and vesting conditions except for the number of shares, which was adjusted by the Exchange Ratio.
The other related events that occurred in connection with the Closing are summarized below:
Churchill entered into separate private placement subscription agreements (the “PIPE Investment”) contemporaneously with the execution of the Merger Agreement pursuant to which Churchill agreed to sell and issue an aggregate of 166,666,667 shares of common stock at a purchase price of $15.00 per share for an aggregate purchase price of $2,500.0 million. The PIPE Investment closed simultaneously with the Closing of the Merger;
Churchill Sponsor IV LLC (the “Churchill Sponsor”) exercised its right to convert the outstanding and unpaid amount of $1.5 million under the working capital loan provided by the Churchill Sponsor to Churchill into an additional 1,500,000 Private Placement Warrants at a price of $1.00 per warrant in satisfaction of such loan;
Churchill and the Churchill Sponsor entered into a letter agreement (the “Sponsor Agreement”), pursuant to which the Churchill Sponsor agreed that 17,250,000 shares of Churchill’s issued and outstanding common stock beneficially held by the Churchill Sponsor (the “Sponsor Earnback Shares”) and 14,783,333 Private Placement Warrants beneficially held by the Churchill Sponsor (the “Sponsor Earnback Warrants”) to purchase shares of the Churchill’s common stock shall become subject to transfer restrictions and contingent forfeiture provisions upon the Closing of the Merger until Lucid’s stock price exceeded certain predetermined levels in the post-Merger period. Any such shares and warrants not released from these transfer restrictions during the earnback period, which expires on the fifth anniversary of the Closing, will be forfeited back to Lucid for no consideration. See Note 12 “Earnback Shares and Warrants” for more information; and
Churchill redeemed 21,644 public shares of Churchill’s Class A common stock at approximately $10.00 per share for an aggregate payment of $0.2 million.
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After giving effect to the Merger and the redemption of Churchill shares as described above, the number of shares of common stock issued and outstanding immediately following the consummation of the Merger was as follows:
Shares
Churchill public shares, prior to redemptions207,000,000 
Less redemption of Churchill shares(21,644)
Churchill public shares, net of redemptions206,978,356 
Churchill Sponsor shares(1)
51,750,000 
PIPE shares(2)
166,666,667 
Total shares of Churchill common stock outstanding immediately prior to the Merger425,395,023 
Legacy Lucid shares1,193,226,511 
Total shares of Lucid common stock outstanding immediately after the Merger(3)(4)
1,618,621,534 
(1) The 51,750,000 shares beneficially owned by the Churchill Sponsor as of the Closing of the Merger includes the 17,250,000 Sponsor Earnback Shares.
(2) Reflects the sale and issuance of 166,666,667 shares of common stock to the PIPE Investors at $15.00 per share.
(3) Excludes 111,531,080 shares of common stock as of the Closing of the Merger to be reserved for potential future issuance upon the exercise of Lucid options or settlement of Lucid RSUs.
(4) Excludes the 85,750,000 warrants issued and outstanding as of the Closing of the Merger, which includes the 41,400,000 public warrants and the 44,350,000 Private Placement Warrants held by the Churchill Sponsor. The 44,350,000 Private Placement Warrants beneficially owned by the Churchill Sponsor as of the consummation of the Merger includes the 14,783,333 Sponsor Earnback Warrants.
The Merger has been accounted for as a reverse recapitalization under U.S. GAAP. Under this method of accounting, Churchill has been treated as the acquired company for financial reporting purposes. The reverse recapitalization accounting treatment was primarily determined based on the stockholders of Legacy Lucid having a relative majority of the voting power of Lucid and having the ability to nominate the majority of the members of the Lucid board of directors, senior management of Legacy Lucid comprise the senior management of Lucid, and the strategy and operations of Legacy Lucid prior to the Merger comprise the only ongoing strategy and operations of Lucid. Accordingly, for accounting purposes, the financial statements of Lucid represent a continuation of the financial statements of Legacy Lucid with the Merger being treated as the equivalent of Legacy Lucid issuing shares for the net assets of Churchill, accompanied by a recapitalization. The net assets of Churchill were recognized as of the Closing at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Merger are presented as those of Legacy Lucid and the accumulated deficit of Legacy Lucid has been carried forward after Closing.
All periods prior to the Merger have been retrospectively adjusted using the Exchange Ratio for the equivalent number of shares outstanding immediately after the Closing to effect the reverse recapitalization.
In connection with the Closing of the Merger, the Company raised $4,439.2 million of gross proceeds, including the contribution of $2,070.1 million of cash held in Churchill’s trust account from its initial public offering along with $2,500.0 million of cash raised by Churchill in connection with the PIPE Investment and $0.4 million of cash held in the Churchill operating cash account. The gross proceeds were net of $0.2 million paid to redeem 21,644 shares of Churchill Class A common stock held by public stockholders and $131.4 million in costs incurred by Churchill prior to the Closing. The Company additionally incurred $38.9 million of transaction costs, consisting of banking, legal, and other professional fees, of which $36.2 million was recorded as a reduction to additional paid-in capital of proceeds and the remaining $2.7 million was expensed in July 2021. The total net cash proceeds to the Company were $4,400.3 million.
NOTE 4 – BALANCE SHEETS COMPONENTS
Inventory
Inventory as of June 30, 2022 and December 31, 2021 were as follows (in thousands):
June 30,
2022
December 31,
2021
Raw materials$400,109 $87,646 
Work in progress103,721 30,641 
Finished goods
49,215 8,963 
Total inventory$553,045 $127,250 
Inventory as of June 30, 2022 and December 31, 2021 was comprised of raw materials, work in progress related to the production of vehicles for sale and finished goods inventory including vehicles in transit to fulfill customer orders and new vehicles available for sale. We write down inventory for any excess or obsolete inventories or when we believe that the net realizable value of inventories is less than the carrying value.
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During the three and six months ended June 30, 2022, we recorded write-downs of $81.7 million and $178.1 million, respectively, in cost of revenues. No write-downs were recorded during the three and six months ended June 30, 2021.
Property, plant and equipment, net
Property, plant and equipment as of June 30, 2022 and December 31, 2021 were as follows (in thousands):
June 30,
2022
December 31,
2021
Land and land improvements$33,302 $1,050 
Building and improvements197,252 195,952 
Machinery, Tooling and Vehicles687,122 601,791 
Computer equipment and software39,587 27,968 
Leasehold improvements160,714 135,533 
Furniture and fixtures22,230 15,352 
Finance leases15,437 13,601 
Construction in progress626,294 276,919 
Total property, plant and equipment1,781,938 1,268,166 
Less accumulated depreciation and amortization(166,503)(86,013)
Property, plant and equipment, net$1,615,435 $1,182,153 
Construction in progress represents the costs incurred in connection with the construction of buildings or new additions to the Company’s plant facilities including tooling, which is with outside vendors. Costs classified as construction in progress include all costs of obtaining the asset and bringing it to the location in the condition necessary for its intended use. No depreciation is provided for construction in progress until such time as the assets are completed and are ready for use. Construction in progress consisted of the following (in thousands):
June 30,
2022
December 31,
2021
Machinery and tooling$284,207 $132,943 
Construction of Arizona plant and KSA Facility310,685 112,970 
Leasehold improvements31,402 31,006 
Total construction in progress$626,294 $276,919 
Depreciation and amortization expense was $42.5 million and $80.7 million, respectively, for the three and six months ended June 30, 2022, and $6.8 million and $11.7 million, respectively, for the same periods in the prior year. The amount of interest capitalized on construction in progress related to significant capital asset construction was immaterial for the three and six months ended June 30, 2022.
Other current liabilities
Other current liabilities as of June 30, 2022 and December 31, 2021 were as follows (in thousands):
June 30,
2022
December 31,
2021
Engineering, design, and testing accrual$21,946 $33,950 
Construction in progress110,405 92,590 
Accrued purchases (1)
145,654 12,225 
Retail leasehold improvements accrual14,127 15,796 
Other professional services accrual32,064 13,944 
Tooling liability12,225 23,966 
Short-term insurance financing note2,470 15,281 
Operating lease liabilities, current portion11,721