Rivian Automotive, Inc 10-Q for FY2023 Q2

Rivian Automotive, Inc. (RIVN)

10-Q 2023-08-08 For: 2023-06-30

Added on April 11, 2026

About this 10-Q

Rivian Automotive, Inc filed this 10-Q on August 8, 2023, covering the quarter ended June 30, 2023 (FY2023 Q2).

Headline figures

Quarter ended June 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $1.12B; up 208.0% from $364M a year earlier
Net loss: $1.2B; compared with a net loss of $1.71B a year earlier
Diluted EPS: -$1.27; compared with -$1.89 a year earlier

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Delaware	14600 Myford Road Irvine, California 92606	47-3544981
(State or other jurisdiction of incorporation or organization)	(Address of Principal executive offices) (ZIP Code)	(I.R.S. Employer Identification No.)


(888) 748-4261						N/A
(Registrant's telephone number, including area code)						(Former name, former address and former fiscal year, if changed since last report)


Large accelerated filer	☒	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨
		Emerging growth company	¨


						Page

			Forward-Looking Statements			2
			Risk Factors Summary			2
			Part I. Financial Information			4
			Item 1. Financial Statements (unaudited)			4
			Condensed Consolidated Balance Sheets			4
			Condensed Consolidated Statements of Operations			5
			Condensed Consolidated Statements of Comprehensive Loss			5
			Condensed Consolidated Statements of Changes in Stockholders' Equity			6
			Condensed Consolidated Statements of Cash Flows			7
			Notes to Condensed Consolidated Financial Statements			8
			Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			17
			Item 3. Quantitative and Qualitative Disclosures about Market Risk			23
			Item 4. Controls and Procedures			24
			Part II. Other Information			26
			Item 1. Legal Proceedings			26
			Item 1A. Risk Factors			27
			Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities			63
			Item 3. Defaults Upon Senior Securities			63
			Item 4. Mine Safety Disclosures			63
			Item 5. Other Information			63
			Item 6. Exhibits			64
			Signatures			66


	December 31, 2022		June 30, 2023

ASSETS
Current assets:
Cash and cash equivalents (Note 2)	$	11,568	$	9,260
Short-term investments (Note 12)	—		942
Accounts receivable, net	102		342
Inventory (Note 3)	1,348		2,161
Other current assets	112		156
Total current assets	13,130		12,861
Property, plant, and equipment, net (Note 4)	3,758		3,861
Operating lease assets, net	330		325
Other non-current assets	658		180
Total assets	$	17,876	$	17,227

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,000	$	1,007
Accrued liabilities (Note 6)	1,154		943


Current portion of lease liabilities and other current liabilities	270		324
Total current liabilities	2,424		2,274
Non-current portion of long-term debt (Note 5)	1,231		2,718
Non-current lease liabilities	311		305
Other non-current liabilities	111		216
Total liabilities	4,077		5,513
Commitments and contingencies (Note 10)
Stockholders' equity:
Preferred stock, $0.001 par value; 10 shares authorized and 0 shares issued and outstanding as of December 31, 2022 and June 30, 2023	—		—
Common stock, $0.001 par value; 3,508 and 3,508 shares authorized and 926 and 946 shares issued and outstanding as of December 31, 2022 and June 30, 2023, respectively (Note 11)	1		1
Additional paid-in capital	26,926		27,383
Accumulated deficit	(13,126)		(15,670)
Accumulated other comprehensive loss	(2)		—
Total stockholders' equity	13,799		11,714
Total liabilities and stockholders' equity	$	17,876	$	17,227


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


¨			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2023		2022		2023
Revenues (Note 2)	$	364	$	1,121	$	459	$	1,782
Cost of revenues	1,068		1,533		1,665		2,729
Gross profit	(704)		(412)		(1,206)		(947)
Operating expenses
Research and development	543		444		1,090		940
Selling, general, and administrative	461		429		991		831

Total operating expenses	1,004		873		2,081		1,771
Loss from operations	(1,708)		(1,285)		(3,287)		(2,718)
Interest income	22		141		25		265
Interest expense (Note 5)	(24)		(54)		(46)		(92)

Other income, net	1		3		6		2
Loss before income taxes	(1,709)		(1,195)		(3,302)		(2,543)
Provision for income taxes	(3)		—		(3)		(1)
Net loss	$	(1,712)	$	(1,195)	$	(3,305)	$	(2,544)
Net loss attributable to common stockholders, basic and diluted	$	(1,712)	$	(1,195)	$	(3,305)	$	(2,544)
Net loss per share attributable to Class A and Class B common stockholders, basic and diluted (Note 11)	$	(1.89)	$	(1.27)	$	(3.66)	$	(2.72)
Weighted-average common shares outstanding, basic and diluted	908		942		904		937


	Stockholders' Equity
	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss
	Shares	Amount								Total
BALANCE - December 31, 2021	900	$	1	$	25,887	$	(6,374)	$	—	$	19,514
Capital stock issuance	1	—		1		—		—		1
Stock-based compensation	—	—		338		—		—		338

Net loss	—	—		—		(1,593)		—		(1,593)
BALANCE - March 31, 2022	901	$	1	$	26,226	$	(7,967)	$	—	$	18,260
Capital stock issuance including employee stock purchase plan	15	—		57		—		—		57


Stock-based compensation	—	—		264		—		—		264
Other comprehensive loss	—	—		—		—		(1)		(1)
Net loss	—	—		—		(1,712)		—		(1,712)
BALANCE - June 30, 2022	916	$	1	26,547		(9,679)		$	(1)	16,868








BALANCE - December 31, 2022	926	$	1	$	26,926	$	(13,126)	$	(2)	$	13,799
Capital stock issuance	13	—		5		—		—		5
Stock-based compensation	—	—		286		—		—		286
Other comprehensive income	—	—		—		—		1		1
Net loss	—	—		—		(1,349)		—		(1,349)
BALANCE - March 31, 2023	939	$	1	$	27,217	$	(14,475)	$	(1)	$	12,742
Capital stock issuance including employee stock purchase plan	7	—		34		—		—		34
Stock-based compensation	—	—		132		—		—		132
Other comprehensive income	—	—		—		—		1		1
Net loss	—	—		—		(1,195)		—		(1,195)
BALANCE - June 30, 2023	946	1		27,383		(15,670)		—		11,714


RIVIAN AUTOMOTIVE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


	December 31, 2022		June 30, 2023
Raw materials and work in progress	$	949	$	1,465
Finished goods	399		696
Total inventory	$	1,348	$	2,161


	December 31, 2022		June 30, 2023
Land, buildings, and building improvements	$	636	$	787
Leasehold improvements	297		356
Machinery, equipment, vehicles, and office furniture	2,456		2,723
Computer equipment, hardware, and software	409		464
Construction in progress	843		817
Total property, plant, and equipment	4,641		5,147
Accumulated depreciation and amortization	(883)		(1,286)
Total property, plant, and equipment, net	$	3,758	$	3,861


		December 31, 2022				June 30, 2023
	Maturity	Amount (in millions)		Effective Interest Rate		Amount (in millions)		Effective Interest Rate

2026 Notes	2026	$	1,250	11.3	%	$	1,250	11.5	%
2029 Green Convertible Notes	2029	—		—		1,500		4.9	%
Total long-term debt		1,250				2,750
Less unamortized discount and debt issuance costs		(19)				(32)
Long-term debt, less unamortized discount and debt issuance costs		1,231				2,718
Less current portion		—				—
Total long-term debt, less current portion		$	1,231			$	2,718


	December 31, 2022		June 30, 2023
Inventory	$	367	$	221
Capital expenditures	265		234
Payroll and related costs	259		220
Other products and services	169		153
Other	94		115
Total accrued liabilities	$	1,154	$	943


	Stock Options						RSUs
	Number of Shares (in millions)	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value (in millions)		Number of Shares (in millions)	Weighted-Average Grant-Date Fair Value
Outstanding at December 31, 2022	61	$	12.98				37	$	38.72
Granted	1	12.92					52	13.90
Exercised / Vested	(1)	4.28					(16)	26.26
Forfeited / Cancelled	—	—					(5)	36.65

Outstanding at June 30, 2023	61	$	13.18	6.4	$	387	68	$	22.58
Vested and expected to vest at June 30, 2023	61	$	13.18	6.4	$	387	68	$	22.58
Exercisable at June 30 2023	30	$	5.13	5.3	$	354	—	$	—


(Exact name of registrant as specified in its charter)


FORM 10-Q
TABLE OF CONTENTS


	Future Payments
2023	$	42
2024	62
2025	65
2026	69
2027	72
2028	22
Total	$	332


	Three and Six Months Ended June 30,
	2022	2023
2029 Green Convertible Notes	—	75
Stock warrants	12	12
Stock options	63	61
RSUs, ESPP, and other stock-based awards	41	74
Total	116	222


	December 31, 2022			June 30, 2023
	Level	Amount (in millions)		Level	Amount (in millions)
Cash and cash equivalents:
Cash		$	2,604		$	1,250
Money market funds	1	7,147		1	7,096
Commercial paper	1	845		2	367
United States Treasury securities	1	822		1	547
Certificates of deposit	1	150		2	—
Total		$	11,568		$	9,260

Short-term investments:
United States Treasury securities		$	—	1	$	542
Time deposits		—		2	400
Total		$	—		$	942

Total cash and cash equivalents and short-term investments		$	11,568		$	10,202


	Three Months Ended June 30,								Six Months Ended June 30,
(in millions)	2022		2023		$ Change		% Change		2022		2023		$ Change		% Change
Revenues	$	364	$	1,121	$	757	208	%	$	459	$	1,782	$	1,323	288	%


	December 31, 2022		June 30, 2023
Cash and cash equivalents	$	11,568	$	9,260
Short-term investments	$	—	$	942
Availability under ABL Facility	$	343	$	1,115
Total liquidity	$	11,911	$	11,317


Non-Employee Director (other than Lead Independent Director):			$50,000
Lead Independent Director:			$75,000


	Chair	Committee Members
Audit Committee Member	$25,000	$12,500
Compensation Committee Member	$20,000	$10,000
Planet and Policy Committee Member	$25,000	$7,500
Other Permanent Board Committees	$15,000	$7,500


General:			The Board or the Compensation Committee of the Board (the “Compensation Committee”) may, in its discretion, offer Non-Employee Directors the opportunity to elect to convert their annual cash retainers into awards of RSUs (“Retainer RSU Awards”) granted under the Plan or any other applicable equity incentive plan then-maintained by the Company, with each such Retainer RSU Award covering a number of shares of Class A common stock of the Company (“Common Stock”) calculated by dividing (i) the amount of the annual retainer that would have otherwise been paid to such Non-Employee Director on the applicable grant date by (ii) the average per share closing trading price of Common Stock during the full calendar month immediately preceding the grant date, rounded down to the nearest whole share of Common Stock (such election, a “Retainer RSU Election”).


			The Company will pay the Non-Employee Director cash in lieu of any fractional share of Common Stock at the same time as annual retainers are paid for such calendar quarter to Non-Employee Directors who did not elect to convert their annual cash retainers into RSUs, as described above. Each Retainer RSU Award automatically will be granted on the 20th day (or the next trading day immediately following such day) of the month immediately following the end of the calendar quarter for which the corresponding portion of the annual retainer was earned. Each Retainer RSU Award will be fully vested on the grant date. Notwithstanding the foregoing and regardless of the Non-Employee Director’s Retainer RSU Election, if a Non-Employee Director terminates service on the Board during a calendar quarter, the annual retainer (or portion thereof) that was earned with respect to such calendar quarter will be paid in cash, as described above, and will not be converted to Retainer RSU Awards.
Election Method:			Each Retainer RSU Election must be submitted to the Company in the form and manner specified by the Board or the Compensation Committee. An individual who fails to make a timely Retainer RSU Election shall not receive a Retainer RSU Award and instead shall receive the applicable annual retainer in cash. Retainer RSU Elections must comply with the following timing requirements: ◦Initial Election. Each individual who first becomes a Non-Employee Director may make a Retainer RSU Election with respect to annual retainer payments scheduled to be paid in the same calendar year as such individual first becomes a Non-Employee Director (the “Initial Retainer RSU Election”). The Initial Retainer RSU Election must be submitted to the Company on or before the date that the individual first becomes a Non-Employee Director (the “Initial Election Deadline”), and the Initial Retainer RSU Election shall become final and irrevocable as of the Initial Election Deadline. ◦Annual Election. No later than December 31 of each calendar year, or such earlier deadline as may be established by the Board or the Compensation Committee, in its discretion (the “Annual Election Deadline”), each individual who is a Non-Employee Director as of immediately before the Annual Election Deadline may make a Retainer RSU Election with respect to the annual retainer relating to services to be performed in the following calendar year (the “Annual Retainer RSU Election”). The Annual Retainer RSU Election must be submitted to the Company on or before the applicable Annual Election Deadline, which shall be no later than December 31, and shall become effective and irrevocable for the subsequent calendar year as of the applicable Annual Election Deadline.


Initial RSU Award:			Each Non-Employee Director who is initially elected or appointed to serve on the Board after the IPO shall be granted an award of RSUs under the Plan or any other applicable equity incentive plan then-maintained by the Company covering that number of shares of Common Stock calculated by dividing (i) $250,000 by (ii) the average per share closing trading price of Common Stock during the full calendar month prior to the month of the grant date, rounded down to the nearest whole share of Common Stock (the “Initial Long-Term RSU Award”). No cash will be paid in lieu of a fractional share of Common Stock with respect to the Initial Long-Term RSU Award. The Initial Long-Term RSU Award will be automatically granted in the next standard monthly grant cycle following the date on which such Non-Employee Director commences service on the Board, and will vest as to one-third of the shares subject to the Initial Long-Term RSU Award on each annual anniversary of the first standard vesting date of the Company that occurs after the date such director’s service on the Board begins (e.g., the first to occur of February 15th, May 15th, August 15th or November 15th after the date such director’s service on the Board begins) (such date, the “Vest Start Date”) such that the shares subject to the Initial Long-Term RSU Award are fully vested on the third anniversary of the Vest Start Date, subject to the Non-Employee Director continuing in service on the Board through each such vesting date. Each Non-Employee Director who is initially elected or appointed to serve on the Board after the IPO shall be granted an award of RSUs under the Plan or any other applicable equity incentive plan then-maintained by the Company covering that number of shares of Common Stock calculated by dividing (i) the product of $250,000 multiplied by a fraction, the numerator of which is the number of full months between the date the Non-Employee Director commences service on the Board and the next scheduled annual meeting of the Company’s stockholders (“Annual Meeting”) and the denominator of which is 12, by (ii) the average per share closing trading price of Common Stock during the full calendar month prior to the month of the grant date, rounded down to the nearest whole share of Common Stock (the “Initial Short-Term RSU Award” and, together with the Initial Long-Term RSU Award, the “Initial RSU Awards”). No cash will be paid in lieu of a fractional share of Common Stock with respect to the Initial Short-Term RSU Award. The Initial Short-Term RSU Award will be automatically granted in the next standard monthly grant cycle following the date on which such Non-Employee Director commences service on the Board, and will vest in full on the date of the next scheduled Annual Meeting, subject to the Non-Employee Director continuing in service on the Board through such vesting date.
Annual RSU Award:			Each Non-Employee Director who (i) is serving on the Board as of each Annual Meeting and (ii) will continue to serve as a Non-Employee Director immediately following such meeting, shall be granted an award of RSUs under the Plan or any other applicable equity incentive plan then-maintained by the Company covering a number of shares of Common Stock calculated by dividing (i) $250,000 by (ii) the average per share closing trading price of the Common Stock during the full calendar month prior to the month of the grant date, rounded down to the nearest whole share of Common Stock (the “Annual RSU Award”). No cash will be paid in lieu of a fractional share of Common Stock with respect to the Annual RSU Award. The Annual RSU Award will be automatically granted on the date of the applicable Annual Meeting, and will vest in full on the first anniversary thereof, subject to the Non-Employee Director continuing in service on the Board through such vesting date; provided that if a Non-Employee Director will not be continuing to serve on the Board following the next Annual Meeting following the applicable grant date, such Annual RSU Award shall vest in full immediately before the Annual Meeting following the grant date (if before the first anniversary of the grant date).