rivn-20230930

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 September 30, 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 October 24, 2023, 949,892,592 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			24
			Item 4. Controls and Procedures			25
			Part II. Other Information			27
			Item 1. Legal Proceedings			27
			Item 1A. Risk Factors			28
			Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities			64
			Item 3. Defaults Upon Senior Securities			64
			Item 4. Mine Safety Disclosures			64
			Item 5. Other Information			64
			Item 6. Exhibits			66
			Signatures			68

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 2030 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 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		September 30, 2023

ASSETS
Current assets:
Cash and cash equivalents (Note 12)	$	11,568	$	7,941
Short-term investments (Note 12)	—		1,192
Accounts receivable, net	102		237
Inventory (Note 3)	1,348		2,530
Other current assets	112		186
Total current assets	13,130		12,086
Property, plant, and equipment, net (Note 4)	3,758		3,810
Operating lease assets, net	330		345
Other non-current assets	658		215
Total assets	$	17,876	$	16,456

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,000	$	1,134
Accrued liabilities (Note 6)	1,154		1,116


Current portion of lease liabilities and other current liabilities	270		374
Total current liabilities	2,424		2,624
Long-term debt (Note 5)	1,231		2,720
Non-current lease liabilities	311		319
Other non-current liabilities	111		241
Total liabilities	4,077		5,904
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 September 30, 2023	—		—
Common stock, $0.001 par value; 3,508 and 3,508 shares authorized and 926 and 956 shares issued and outstanding as of December 31, 2022 and September 30, 2023, respectively (Note 11)	1		1
Additional paid-in capital	26,926		27,590
Accumulated deficit	(13,126)		(17,037)
Accumulated other comprehensive loss	(2)		(2)
Total stockholders' equity	13,799		10,552
Total liabilities and stockholders' equity	$	17,876	$	16,456

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 September 30,				Nine Months Ended September 30,
	2022		2023		2022		2023
Revenues (Note 2)	$	536	$	1,337	$	995	$	3,119
Cost of revenues	1,453		1,814		3,118		4,543
Gross profit	(917)		(477)		(2,123)		(1,424)
Operating expenses
Research and development	452		529		1,542		1,469
Selling, general, and administrative	405		434		1,396		1,265

Total operating expenses	857		963		2,938		2,734
Loss from operations	(1,774)		(1,440)		(5,061)		(4,158)
Interest income	69		126		94		391
Interest expense (Note 5)	(24)		(55)		(70)		(147)

Other income, net	6		2		12		4
Loss before income taxes	(1,723)		(1,367)		(5,025)		(3,910)
Provision for income taxes	(1)		—		(4)		(1)
Net loss	$	(1,724)	$	(1,367)	$	(5,029)	$	(3,911)
Net loss attributable to common stockholders, basic and diluted	$	(1,724)	$	(1,367)	$	(5,029)	$	(3,911)
Net loss per share attributable to Class A and Class B common stockholders, basic and diluted (Note 11)	$	(1.88)	$	(1.44)	$	(5.53)	$	(4.15)
Weighted-average common shares outstanding, basic and diluted	918		952		909		942

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in millions)

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2023		2022		2023
Net loss	$	(1,724)	$	(1,367)	$	(5,029)	$	(3,911)

Other comprehensive loss	(3)		(2)		(4)		—
Comprehensive loss	$	(1,727)	$	(1,369)	$	(5,033)	$	(3,911)

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

Amount

SEC Form 10-Q filed by Rivian Automotive Inc.