rivn-20230331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended March 31, 2023


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

For the transition period from ________ to ________

Commission file number 001-41042

Rivian Automotive, Inc.


(Exact name of registrant as specified in its charter)


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)

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, $0.001 par value per share

RIVN

The Nasdaq Stock Market

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. Yes ☒ 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). Yes ☒ 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	☒	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨
		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. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ☒

As of April 24, 2023, 931,510,010 shares of the registrant's Class A common stock were outstanding, and 7,825,000 shares of the registrant's Class B common stock were outstanding.

RIVIAN AUTOMOTIVE, INC.


FORM 10-Q
TABLE OF CONTENTS


						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			23
			Part II. Other Information			26
			Item 1. Legal Proceedings			26
			Item 1A. Risk Factors			27
			Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			63
			Item 3. Defaults Upon Senior Securities			63
			Item 4. Mine Safety Disclosures			63
			Item 5. Other Information			64
			Item 6. Exhibits			65
			Signatures			67

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (“Form 10-Q”) contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this Form 10-Q may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “forecasts,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements contained in this Form 10-Q include, but are not limited to, statements regarding our future results of operations and financial position, industry and business trends, equity compensation, business strategy, plans, market growth, intended use of proceeds from the 2029 Green Convertible Notes (as defined herein), and our objectives for future operations.

The forward-looking statements in this Form 10-Q are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations. Forward-looking statements involve known and unknown risks, uncertainties, and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements, including, but not limited to, the important factors discussed in Part II, Item 1A “Risk Factors” and elsewhere in this Form 10-Q as well as in any subsequent filings. The forward-looking statements in this Form 10-Q are based upon information available to us as of the date of this Form 10-Q, and while we believe such information is a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements.

You should read this Form 10-Q and the documents that we reference in this Form 10-Q and have filed as exhibits to this Form 10-Q with the understanding that our actual future results, performance, and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. These forward-looking statements speak only as of the date of this Form 10-Q. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this Form 10-Q, whether as a result of any new information, future events or otherwise.

As used in this Form 10-Q, unless otherwise stated or the context requires otherwise, references to “Rivian,” the “Company,” “we,” “us,” and “our,” refer to Rivian Automotive, Inc. and its consolidated subsidiaries.

RISK FACTORS SUMMARY

Our business is subject to a number of risks and uncertainties, including those described in Part II, Item 1A “Risk Factors” of this Form 10-Q. You should carefully consider these risks and uncertainties in evaluating the information contained in this Form 10-Q as the outcome of one or more of these risks or uncertainties could have a material adverse effect on our business, prospects, financial condition, results of operations, and cash flows. The principal risks and uncertainties affecting our business include the following:

•We are a growth stage company with limited operating history and a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future. We may underestimate or not effectively manage the capital expenditures and costs associated with our business and operations, which could have a material and adverse effect on our business, prospects, financial condition, results of operations, and cash flows. We may also require additional financing to support our business, which may not be available in a timely manner or on terms that are acceptable, or at all.

•Our ability to develop and manufacture vehicles of sufficient quality and appeal to customers on schedule and on a large scale is unproven, and we have experienced, and may in the future experience, significant delays in the manufacture and delivery of our vehicles, which could harm our business, prospects, financial condition, results of operations, and cash flows.

•We have experienced, and could experience in the future, cost increases and disruptions in supply of raw materials or other components used in our vehicles.

•We are dependent on our existing suppliers, a significant number of which are single or limited source suppliers, and are also dependent on our ability to source suppliers, for our critical components, and to complete the building out of our supply chain, while effectively managing the risks due to such relationships.

•We depend upon third parties to manufacture and to supply key semiconductor chip components necessary for our vehicles. We do not have long-term agreements with all of our semiconductor chip manufacturers and suppliers, and if these manufacturers or suppliers become unwilling or unable to provide an adequate supply of semiconductor chips, with respect to which there is a global shortage, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted.

•We expect that a significant portion of our near-term revenue will be from one customer that is an affiliate of one of our principal stockholders. If we are unable to maintain this relationship, or if this customer purchases significantly fewer vehicles than we currently anticipate, then our business, prospects, financial condition, results of operations, and cash flows could be materially and adversely affected.

•The success of our business depends on attracting and retaining a large number of customers. If we are unable to do so, we will not be able to achieve profitability.

•The automotive market is highly competitive, and we may not be successful in competing in this industry.

•We are highly dependent on the services and reputation of Robert J. Scaringe, our Founder and Chief Executive Officer (“CEO”).

•Our distribution model is different from the predominant current distribution model for automobile manufacturers and is subject to regulatory limitations on our ability to sell and service vehicles directly, which subjects us to substantial risk and makes evaluating our business, prospects, financial condition, results of operations, and cash flows difficult.

•Breaches in data security, failure of information security systems, cyber attacks or other security or privacy-related incidents could have a material adverse effect on our reputation and brand, harm our business, prospects, financial condition, results of operations, and cash flows and subject us to legal or regulatory fines or damages.

•We are, and may in the future become, subject to patent, trademark and/or other intellectual property infringement claims, which may be time-consuming, cause us to incur significant liability, and increase our costs of doing business.

•Our vehicles are subject to motor vehicle safety standards and the failure to satisfy such mandated safety standards would have a material adverse effect on our business, prospects, financial condition, results of operations, and cash flows.

•We may be exposed to delays, limitations, and risks related to the environmental permits and other permits and approvals required to operate or expand operations at our manufacturing facility and any future facilities.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

RIVIAN AUTOMOTIVE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except per share amounts)

(unaudited)


	December 31, 2022		March 31, 2023

ASSETS
Current assets:
Cash and cash equivalents (Note 2)	$	11,568	$	11,244
Accounts receivable, net	102		157
Inventory (Note 3)	1,348		1,823
Other current assets	112		126
Total current assets	13,130		13,350
Property, plant, and equipment, net (Note 4)	3,758		3,826
Operating lease assets, net	330		325
Other non-current assets	658		690
Total assets	$	17,876	$	18,191

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,000	$	984
Accrued liabilities (Note 6)	1,154		996


Current portion of lease liabilities and other current liabilities	270		289
Total current liabilities	2,424		2,269
Non-current portion of long-term debt (Note 5)	1,231		2,716
Non-current lease liabilities	311		303
Other non-current liabilities	111		161
Total liabilities	4,077		5,449
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 March 31, 2023	—		—
Common stock, $0.001 par value; 3,508 and 3,508 shares authorized and 926 and 939 shares issued and outstanding as of December 31, 2022 and March 31, 2023, respectively (Note 11)	1		1
Additional paid-in capital	26,926		27,217
Accumulated deficit	(13,126)		(14,475)
Accumulated other comprehensive loss	(2)		(1)
Total stockholders' equity	13,799		12,742
Total liabilities and stockholders' equity	$	17,876	$	18,191

See accompanying notes to these condensed consolidated financial statements.

RIVIAN AUTOMOTIVE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share amounts)

(unaudited)


	Three Months Ended March 31,
		2022		2023
Revenues (Note 2)		$	95	$	661
Cost of revenues		597		1,196
Gross profit		(502)		(535)
Operating expenses
Research and development		547		496
Selling, general, and administrative		530		402

Total operating expenses		1,077		898
Loss from operations		(1,579)		(1,433)
Interest income		3		124
Interest expense (Note 5)		(22)		(38)

Other income (expense), net		5		(1)
Loss before income taxes		(1,593)		(1,348)
Provision for income taxes		—		(1)
Net loss		$	(1,593)	$	(1,349)
Net loss attributable to common stockholders, basic and diluted		$	(1,593)	$	(1,349)
Net loss per share attributable to Class A and Class B common stockholders, basic and diluted (Note 11)		$	(1.77)	$	(1.45)
Weighted-average common shares outstanding, basic and diluted		901		930

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in millions)

(unaudited)


	Three Months Ended March 31,
		2022		2023
Net loss		$	(1,593)	$	(1,349)
Other comprehensive income		—		1
Comprehensive loss		$	(1,593)	$	(1,348)

See accompanying notes to these condensed consolidated financial statements.

RIVIAN AUTOMOTIVE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(in millions)

(unaudited)


	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















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

See accompanying notes to these condensed consolidated financial statements.

RIVIAN AUTOMOTIVE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(unaudited)


	Three Months Ended March 31,
	2022		2023
Cash flows from operating activities:
Net loss	$	(1,593)	$	(1,349)
Depreciation and amortization	118		188
Stock-based compensation expense	317		183


Inventory write-downs and losses on firm purchase commitments	188		229
Other non-cash activities	47		2
Changes in operating assets and liabilities:
Accounts receivable	4		(55)
Inventory	(367)		(781)
Other current assets	11		(11)
Other non-current assets	(6)		(18)
Accounts payable and accrued liabilities	201		22
Other current liabilities	40		15
Other non-current liabilities	6

SEC Form 10-Q filed by Rivian Automotive Inc.