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FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS | 9 Months Ended
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Sep. 30, 2024
Fair Value Disclosures [Abstract] |
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS | FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS The accounting standard for fair value measurements provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. Fair value is defined as the price that would be received for an asset or the “exit price” that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between independent market participants on the measurement date. The Company measures certain financial assets and liabilities at fair value at each reporting period using a fair value hierarchy, which requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. This hierarchy prioritizes the inputs into three broad levels as follows: •Level 1—Quoted prices (unadjusted) in active markets for identical assets or liabilities. •Level 2—Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. •Level 3—Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. Factors used to develop the estimated fair value are unobservable inputs that are not supported by market activity. The sensitivity of the fair value measurement to changes in unobservable inputs may result in a significantly higher or lower measurement. Cash, cash equivalents and investments are reported at their respective fair values on the Company’s condensed consolidated balance sheets. The Company’s short-term and long-term investments are classified as available-for-sale securities. Carrying amounts of accounts receivables, accounts payable, and other current liabilities approximate their estimated fair values. The following table sets forth the Company’s financial assets subject to fair value measurements on a recurring basis by level within the fair value hierarchy as of September 30, 2024 and December 31, 2023 (in thousands):
| September 30, 2024 |  |
|  |  |  |  |  |  |  |  | Reported As: |  |
| Amortized cost |  | Gross Unrealized Gains |  | Gross Unrealized Losses |  | Estimated Fair Value |  | Cash and cash equivalents |  | Short-Term Investments |  | Long-Term Investments |  |
Cash | $ | 755,638 |  |  | $ | — |  |  | $ | — |  |  | $ | 755,638 |  |  | $ | 755,638 |  |  | $ | — |  |  | $ | — |  |  |
Level 1: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Money market funds | 743,253 |  |  | — |  |  | — |  |  | 743,253 |  |  | 743,253 |  |  | — |  |  | — |  |  |
U.S. Treasury securities | 1,794,352 |  |  | 6,453 |  |  | (91) |  |  | 1,800,714 |  |  | 300,286 |  |  | 1,064,049 |  |  | 436,379 |  |  |
Subtotal | 2,537,605 |  |  | 6,453 |  |  | (91) |  |  | 2,543,967 |  |  | 1,043,539 |  |  | 1,064,049 |  |  | 436,379 |  |  |
Level 2: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Certificates of deposit | 3,000 |  |  | 2 |  |  | — |  |  | 3,002 |  |  | 3,002 |  |  | — |  |  | — |  |  |
Time deposits(1) | 305,000 |  |  | — |  |  | — |  |  | 305,000 |  |  | 60,000 |  |  | 245,000 |  |  | — |  |  |
Commercial paper | 72,321 |  |  | 48 |  |  | (1) |  |  | 72,368 |  |  | 24,299 |  |  | 48,069 |  |  | — |  |  |
Corporate debt securities | 345,110 |  |  | 2,370 |  |  | (13) |  |  | 347,467 |  |  | 7,160 |  |  | 221,165 |  |  | 119,142 |  |  |
Subtotal | 725,431 |  |  | 2,420 |  |  | (14) |  |  | 727,837 |  |  | 94,461 |  |  | 514,234 |  |  | 119,142 |  |  |
Total | $ | 4,018,674 |  |  | $ | 8,873 |  |  | $ | (105) |  |  | $ | 4,027,442 |  |  | $ | 1,893,638 |  |  | $ | 1,578,283 |  |  | $ | 555,521 |  |  |
(1) Included $15.0 million of time deposit with GIB in short-term investments. GIB is a related party of PIF, which is an affiliate of Ayar. See Note 16 “Related Party Transactions” for more information.
| December 31, 2023
|  |  |  |  |  |  |  |  | Reported As:
| Amortized cost |  | Gross Unrealized Gains |  | Gross Unrealized Losses |  | Estimated Fair Value |  | Cash and cash equivalents |  | Short-Term Investments |  | Long-Term Investments
Cash | $ | 516,673 |  |  | $ | — |  |  | $ | — |  |  | $ | 516,673 |  |  | $ | 516,673 |  |  | $ | — |  |  | $ | — |
Level 1: |  |  |  |  |  |  |  |  |  |  |  |  |
Money market funds | 698,702 |  |  | — |  |  | — |  |  | 698,702 |  |  | 698,702 |  |  | — |  |  | — |
U.S. Treasury securities | 2,033,711 |  |  | 2,480 |  |  | (2,073) |  |  | 2,034,118 |  |  | 104,572 |  |  | 1,638,537 |  |  | 291,009 |
Subtotal | 2,732,413 |  |  | 2,480 |  |  | (2,073) |  |  | 2,732,820 |  |  | 803,274 |  |  | 1,638,537 |  |  | 291,009 |
Level 2: |  |  |  |  |  |  |  |  |  |  |  |  |
Certificates of deposit | 105,993 |  |  | 97 |  |  | (22) |  |  | 106,068 |  |  | — |  |  | 106,068 |  |  | — |
Time Deposits | 50,000 |  |  | — |  |  | — |  |  | 50,000 |  |  | 50,000 |  |  | — |  |  | — |
Commercial paper | 299,248 |  |  | 191 |  |  | (8) |  |  | 299,431 |  |  | — |  |  | 299,431 |  |  | — |
Corporate debt securities | 615,350 |  |  | 1,101 |  |  | (669) |  |  | 615,782 |  |  | — |  |  | 445,762 |  |  | 170,020 |
Subtotal | 1,070,591 |  |  | 1,389 |  |  | (699) |  |  | 1,071,281 |  |  | 50,000 |  |  | 851,261 |  |  | 170,020 |
Total | $ | 4,319,677 |  |  | $ | 3,869 |  |  | $ | (2,772) |  |  | $ | 4,320,774 |  |  | $ | 1,369,947 |  |  | $ | 2,489,798 |  |  | $ | 461,029 |
During the three and nine months ended September 30, 2024 and 2023, there were immaterial gross realized gains or losses on the sale of available-for-sale securities. Accrued interest receivable excluded from both the fair value and amortized cost basis of the available-for-sale securities was $11.4 million and $11.1 million as of September 30, 2024 and December 31, 2023, respectively, and was recorded in other current assets on its condensed consolidated balance sheets. As of September 30, 2024 and December 31, 2023, no allowance for credit losses was recorded related to an impairment of available-for-sale securities. The following table summarizes our available-for-sale securities by contractual maturity:
| September 30, 2024
| Amortized cost |  | Estimated Fair Value
Within one year | $ | 1,575,513 |  |  | $ | 1,578,283 |
After one year through three years | 549,608 |  |  | 555,521 |
Total | $ | 2,125,121 |  |  | $ | 2,133,804 |
On November 6, 2023, the Company received 28,352,273 ordinary shares of Aston Martin with an initial fair value of $73.2 million. The Company remeasured the shares and recorded fair values of $45.7 million and $81.5 million within investments in equity securities of a related party in the condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023, respectively. These equity securities are publicly traded stocks (where shares are denominated in GBP) measured at fair value on a recurring basis and classified within level 1 in the fair value hierarchy. During the three and nine months ended September 30, 2024, the Company recognized unrealized losses of $8.8 million and $38.2 million, respectively, in change of fair value of equity securities of a related party in the condensed consolidated statement of operations and comprehensive loss. During the three and nine months ended September 30, 2024, the Company also recognized an unrealized foreign currency gains of $3.0 million and $2.4 million, respectively, related to these equity securities in other expense, net in the condensed consolidated statement of operations and comprehensive loss. See Note 16 “Related Party Transactions” for more information. Level 3 liabilities consist of the common stock warrant liability and the derivative liabilities associated with the Redeemable Convertible Preferred Stock, of which the fair values were measured upon issuance of the Private Placement Warrants and the Redeemable Convertible Preferred Stock and are remeasured at each reporting period. The valuation methodology and underlying assumptions are discussed further in Note 7 “Common Stock Warrant Liability” and Note 8 “Redeemable Convertible Preferred Stock”, respectively. Level 3 liabilities also consist of residual value guarantee liabilities, of which the fair value is measured initially upon delivery of vehicles and assessed subsequently for any changes on a quarterly basis. Significant changes in the unobservable inputs used in determining the fair value would result in significant changes to the fair value measurement. The following table presents reconciliation of the common stock warrant liability measured and recorded at fair value on a recurring basis (in thousands):
| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2024 |  | 2023 |  | 2024 |  | 2023
Fair value-beginning of period | $ | 19,071 |  |  | $ | 139,259 |  |  | $ | 53,664 |  |  | $ | 140,590 |
Change in fair value | 13,748 |  |  | (60,316) |  |  | (20,845) |  |  | (61,647) |
Fair value-end of period | $ | 32,819 |  |  | $ | 78,943 |  |  | $ | 32,819 |  |  | $ | 78,943 |
The following table presents reconciliation of the derivative liabilities associated with the Redeemable Convertible Preferred Stock measured and recorded at fair value on a recurring basis (in thousands):
| Three Months Ended September 30, 2024 |  | Nine Months Ended September 30, 2024
| Series A Derivative Liability |  | Series B Derivative Liability |  | Series A Derivative Liability |  | Series B Derivative Liability
Fair value-beginning of period | $ | 394,100 |  |  | $ | — |  |  | $ | — |  |  | $ | — |
Issuance | — |  |  | 297,675 |  |  | 497,100 |  |  | 297,675 |
Change in fair value | 191,200 |  |  | 49,050 |  |  | 88,200 |  |  | 49,050 |
Fair value-end of period | $ | 585,300 |  |  | $ | 346,725 |  |  | $ | 585,300 |  |  | $ | 346,725 |

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- Definition The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. + References Reference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 107 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-107 Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 100 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-100 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2E -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 940 -SubTopic 820 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478119/940-820-50-1 + Details
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