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Lucid Announces Third Quarter 2024 Financial Results

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Produced 1,805 vehicles in Q3; on track for annual production of approximately 9,000 vehiclesDelivered 2,781 vehicles in Q3; up 90.9% compared to Q3 2023Q3 revenue of $200.0 millionGAAP net loss per share of $(0.41); non-GAAP net loss per share of $(0.28)Ended the quarter with approximately $5.16 billion in total liquiditySubsequent to the third quarter, completed a capital raise of approximately $1.75 billion in October 2024

NEWARK, Calif., Nov. 7, 2024 /PRNewswire/ — Lucid Group, Inc. (NASDAQ: LCID), maker of the world’s most advanced electric vehicles, today announced financial results for its third quarter ended September 30, 2024. The earnings presentation is available on its investor relations website (https://ir.lucidmotors.com).

Lucid reported Q3 revenue of $200.0 million on deliveries of 2,781 vehicles and expects to manufacture approximately 9,000 vehicles in 2024. Lucid ended the third quarter with approximately $5.16 billion in total liquidity.

“Our momentum continues with our third consecutive quarter of record deliveries,” said Peter Rawlinson, CEO and CTO at Lucid. “Additionally, today we are delighted to open the order book for the much-anticipated Lucid Gravity SUV, a landmark product, which remains on track for start of production this year. Furthermore, our recent capital raise of approximately $1.75 billion serves to further secure the future of the company by extending its financial runway well into 2026.”

“We continue to see improvements to gross margin performance as our cost reduction efforts are gaining momentum,” said Gagan Dhingra, Interim CFO and Principal Accounting Officer at Lucid. “With our recent capital raise, we are pleased to have the continued support once again from both the Public Investment Fund and other institutional investors.”

Lucid will host a conference call for analysts and investors at 2:30 P.M. PT / 5:30 P.M. ET on November 7, 2024. The live webcast of the conference call will be available on the Investor Relations website at ir.lucidmotors.com. Following the completion of the call, a replay will be available on the same website. Lucid uses its ir.lucidmotors.com website as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

About Lucid Group

Lucid (NASDAQ: LCID) is a Silicon Valley-based technology company focused on creating the most advanced EVs in the world. The flagship vehicle, Lucid Air, delivers best-in-class performance and efficiency starting at $69,900*. Lucid is preparing its state-of-the-art, vertically integrated factory in Arizona to begin production of the Lucid Gravity SUV. The company’s goal is to accelerate humanity’s transition to sustainable transportation and energy.

*Excludes tax, title, license, options, destination, and documentation fees. For U.S. market only.

Investor Relations Contact

investor@lucidmotors.com

Media Contact 

media@lucidmotors.com

Trademarks

This communication contains trademarks, service marks, trade names and copyrights of Lucid Group, Inc. and its subsidiaries and other companies, which are the property of their respective owners.

Forward Looking Statements

This communication includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. 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. These forward-looking statements include, but are not limited to, statements regarding financial and operating outlook and guidance, future gross margin, capital expenditures and other operating expenses, ability to control costs, expectations on cost optimization results, plans and expectations related to commercial product launches, including the Lucid Gravity SUV and Midsize program, plans and expectations on vehicle production and delivery timing and volumes, expectations regarding market opportunities and demand for Lucid’s products, the range and performance of Lucid’s vehicles, plans and expectations regarding the Lucid Gravity SUV, including performance, driving range, features, specifications and potential impact on markets, plans and expectations regarding Lucid’s software, plans and expectations regarding Lucid’s systems approach to the design of the vehicles, estimate of Lucid’s technology lead over competitors, estimate of the length of time Lucid’s existing cash, cash equivalents and investments will be sufficient to fund planned operations, plans and expectations regarding Lucid’s liquidity runway, future capital raises and funding strategy, plans and expectations regarding future manufacturing capabilities and facilities, studio and service center openings, test drive vehicle numbers, ability to mitigate supply chain and logistics risks, plans and expectations regarding Lucid’s AMP-1 and AMP-2 manufacturing facilities, including potential benefits, ability to vertically integrate production processes, future sales channels and strategies, future market launches and international expansion, plans and expectations regarding the purchase agreement with the government of Saudi Arabia, including the total number of vehicles that may be purchased under the agreement and the timing of vehicle deliveries, Lucid’s ability to grow its brand awareness, the potential success of Lucid’s direct-to-consumer sales strategy and future vehicle programs, potential automotive partnerships, expectations on the technology licensing landscape, expectations on the regulatory environment, and the promise of Lucid’s technology. These statements are based on various assumptions, whether or not identified in this communication, and on the current expectations of Lucid’s management. These forward-looking statements are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from these forward-looking statements. Many actual events and circumstances are beyond the control of Lucid. These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political and legal conditions, including government closures of banks and liquidity concerns at other financial institutions, a potential global economic recession or other downturn and global conflicts or other geopolitical events; risks related to changes in overall demand for Lucid’s products and services and cancellation of orders for Lucid’s vehicles; risks related to prices and availability of commodities, Lucid’s supply chain, logistics, inventory management and quality control, and Lucid’s ability to complete the tooling of its manufacturing facilities over time and scale production of the Lucid Air and other vehicles; risks related to the uncertainty of Lucid’s projected financial information; risks related to the timing of expected business milestones and commercial product launches; risks related to the expansion of Lucid’s manufacturing facility, the construction of new manufacturing facilities and the increase of Lucid’s production capacity; Lucid’s ability to manage expenses and control costs; risks related to future market adoption of Lucid’s offerings; the effects of competition and the pace and depth of electric vehicle adoption generally on Lucid’s future business; changes in regulatory requirements, governmental incentives and fuel and energy prices; Lucid’s ability to rapidly innovate; Lucid’s ability to enter into or maintain partnerships with original equipment manufacturers, vendors and technology providers; Lucid’s ability to effectively manage its growth and recruit and retain key employees, including its chief executive officer and executive team; risks related to Lucid’s 2024 reduction in force; risks related to potential vehicle recalls and buybacks; Lucid’s ability to establish and expand its brand, and capture additional market share, and the risks associated with negative press or reputational harm; Lucid’s ability to effectively utilize or obtain certain credits and other incentives; Lucid’s ability to conduct equity, equity-linked or debt financings in the future; Lucid’s ability to pay interest and principal on its 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; and those factors discussed under the heading “Risk Factors” in Part II, Item 1A of Lucid’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, as well as in other documents Lucid has filed or will file with the Securities and Exchange Commission. If any of these risks materialize or Lucid’s assumptions prove incorrect, actual results could differ materially from the results implied by 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 Lucid’s expectations, plans or forecasts of future events and views as of the date of this communication. Lucid anticipates that subsequent events and developments will cause Lucid’s assessments to change. However, while Lucid may elect to update these forward-looking statements at some point in the future, Lucid specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Lucid’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Non-GAAP Financial Measures and Key Business Metrics

Condensed consolidated financial information has been presented in accordance with US GAAP (“GAAP”) as well as on a non-GAAP basis to supplement our condensed consolidated financial results. Lucid’s non-GAAP financial measures include Adjusted EBITDA, Adjusted Net Loss Attributable to Common Stockholders, Adjusted Net Loss Per Share Attributable to Common Stockholders, and Free Cash Flow, which are discussed below.

Adjusted EBITDA is defined as net loss attributable to common stockholders before (1) interest expense, (2) interest income, (3) provision for income taxes, (4) depreciation and amortization, (5) stock-based compensation, (6) restructuring charges, (7) change in fair value of common stock warrant liability, (8) change in fair value of equity securities of a related party, (9) change in fair value of derivative liabilities associated with redeemable convertible preferred stock (related party), and (10) accretion of redeemable convertible preferred stock (related party). Lucid believes that Adjusted EBITDA provides useful information to Lucid’s management and investors about Lucid’s financial performance.

Adjusted Net Loss Attributable to Common Stockholders is defined as net loss attributable to common stockholders excluding (1) stock-based compensation, (2) restructuring charges, (3) change in fair value of common stock warrant liability, (4) change in fair value of equity securities of a related party, (5) change in fair value of derivative liabilities associated with redeemable convertible preferred stock (related party), and (6) accretion of redeemable convertible preferred stock (related party).

Lucid defines and calculates Adjusted Net Loss Per Share Attributable to Common Stockholders as Adjusted Net Loss Attributable to Common Stockholders divided by weighted-average shares outstanding attributable to common stockholders.

Lucid believes that Adjusted Net Loss Attributable to Common Stockholders and Adjusted Net Loss Per Share Attributable to Common Stockholders financial measures provide investors with useful information to evaluate performance of its business excluding items not reflecting ongoing operating activities.

Free Cash Flow is defined as net cash used in operating activities less capital expenditures. Lucid believes that Free Cash Flow provides useful information to Lucid’s management and investors about the amount of cash generated by the business after necessary capital expenditures.

These non-GAAP financial measures facilitate management’s internal comparisons to Lucid’s historical performance. Management believes that it is useful to supplement its GAAP financial statements with this non-GAAP information because management uses such information internally for its operating, budgeting, and financial planning purposes. Management also believes that presentation of the non-GAAP financial measures provides useful information to Lucid’s investors regarding measures of our financial condition and results of operations that Lucid uses to run the business and therefore allows investors to better understand Lucid’s performance. However, these non-GAAP financial and key performance measures have limitations as analytical tools and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP.

Non-GAAP information is not prepared under a comprehensive set of accounting rules and therefore, should only be read in conjunction with financial information reported under GAAP when understanding Lucid’s operating performance. In addition, other companies, including companies in Lucid’s industry, may calculate non-GAAP financial measures and key performance measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of Lucid’s non-GAAP financial measures and key performance measures as tools for comparison. A reconciliation between GAAP and non-GAAP financial information is presented below.

 

LUCID GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except share and per share data)

September 30,
2024

December 31,
2023

ASSETS

Current assets:

Cash and cash equivalents

$       1,893,638

$       1,369,947

Short-term investments (including $15,000 and nil associated with a related party as of September 30, 2024 and
     December 31, 2023, respectively)

1,578,283

2,489,798

Accounts receivable, net (including $70,846 and $35,526 from a related party as of September 30, 2024 and
     December 31, 2023, respectively)

98,243

51,822

Inventory

506,842

696,236

Prepaid expenses

62,210

69,682

Other current assets

107,795

79,670

Total current assets

4,247,011

4,757,155

Property, plant and equipment, net

3,222,098

2,810,867

Right-of-use assets

220,616

221,508

Long-term investments

555,521

461,029

Other noncurrent assets

198,277

180,626

Investments in equity securities of a related party

45,660

81,533

TOTAL ASSETS

$       8,489,183

$       8,512,718

LIABILITIES

Current liabilities:

Accounts payable

$          139,187

$          108,724

Accrued compensation

138,882

92,494

Finance lease liabilities, current portion

6,921

8,202

Other current liabilities (including $70,495 and $92,258 associated with related parties as of September 30,
     2024 and December 31, 2023, respectively)

861,074

798,990

Total current liabilities

1,146,064

1,008,410

Finance lease liabilities, net of current portion

75,027

77,653

Common stock warrant liability

32,819

53,664

Long-term debt

2,000,847

1,996,960

Other long-term liabilities (including $120,286 and $178,311 associated with related parties as of September 30,
     2024 and December 31, 2023, respectively)

558,525

524,339

Derivative liabilities associated with redeemable convertible preferred stock (related party)

932,025

Total liabilities

4,745,307

3,661,026

REDEEMABLE CONVERTIBLE PREFERRED STOCK

Preferred stock 10,000,000 shares authorized as of September 30, 2024 and December 31, 2023, Series A
     redeemable convertible preferred stock, par value $0.0001; 100,000 and 0 shares issued and outstanding as of
     September 30, 2024 and December 31, 2023, respectively (related party)

591,897

Preferred stock 10,000,000 shares authorized as of September 30, 2024 and December 31, 2023, Series B
     redeemable convertible preferred stock, par value $0.0001; 75,000 and 0 shares issued and outstanding as of
     September 30, 2024 and December 31, 2023, respectively (related party)

468,259

Total redeemable convertible preferred stock

1,060,156

STOCKHOLDERS’ EQUITY

Common stock, par value $0.0001; 15,000,000,000 shares authorized as of September 30, 2024 and
     December 31, 2023; 2,338,376,367 and 2,300,111,489 shares issued and 2,337,518,542 and 2,299,253,664
     shares outstanding as of September 30, 2024 and December 31, 2023, respectively

234

230

Additional paid-in capital

15,206,764

15,066,080

Treasury stock, at cost, 857,825 shares at September 30, 2024 and December 31, 2023

(20,716)

(20,716)

Accumulated other comprehensive income

12,914

4,850

Accumulated deficit

(12,515,476)

(10,198,752)

Total stockholders’ equity

2,683,720

4,851,692

TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND
     STOCKHOLDERS’ EQUITY

$       8,489,183

$       8,512,718

 

LUCID GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

(in thousands, except share and per share data)

Three Months Ended

September 30,

Nine Months Ended
September 30,

2024

2023

2024

2023

Revenue (including $45,588 and $4,980 from a related party for the three
     months ended September 30, 2024 and 2023, and $133,424 and $4,980 for
      the nine months ended September 30, 2024 and 2023, respectively)

$          200,038

$          137,814

$          573,359

$          438,120

Costs and expenses

Cost of revenue

412,544

469,722

1,287,695

1,526,051

Research and development

324,371

230,758

896,168

694,035

Selling, general and administrative

233,585

189,691

657,062

556,209

Restructuring charges

76

518

20,304

24,546

Total cost and expenses

970,576

890,689

2,861,229

2,800,841

Loss from operations

(770,538)

(752,875)

(2,287,870)

(2,362,721)

Other income (expense), net

Change in fair value of common stock warrant liability

(13,748)

60,316

20,845

61,647

Change in fair value of equity securities of a related party

(8,836)

(38,159)

Change in fair value of derivative liabilities associated with redeemable
convertible preferred stock (related party)

(240,250)

(137,250)

Interest income

50,017

66,064

155,201

145,594

Interest expense

(8,478)

(3,340)

(22,652)

(17,138)

Other expense, net

(155)

(763)

(6,229)

(1,024)

Total other income (expense), net

(221,450)

122,277

(28,244)

189,079

Loss before provision for income taxes

(991,988)

(630,598)

(2,316,114)

(2,173,642)

Provision for income taxes

487

296

610

1,012

Net loss

(992,475)

(630,894)

(2,316,724)

(2,174,654)

Accretion of redeemable convertible preferred stock (related party)

42,838

(107,924)

Net loss attributable to common stockholders, basic and diluted

$        (949,637)

$        (630,894)

$     (2,424,648)

$     (2,174,654)

Weighted-average shares outstanding attributable to common stockholders,
basic and diluted

2,323,971,541

2,284,446,783

2,312,249,333

2,010,916,100

Net loss per share attributable to common stockholders, basic and diluted

$               (0.41)

$               (0.28)

$               (1.05)

$               (1.08)

Other comprehensive income (loss)

Net unrealized gains on investments, net of tax

$            11,891

$              1,554

$              7,672

$              2,590

Foreign currency translation adjustments

5,182

(1,967)

392

(1,381)

Total other comprehensive income (loss)

17,073

(413)

8,064

1,209

Comprehensive loss

(975,402)

(631,307)

(2,308,660)

(2,173,445)

Accretion of redeemable convertible preferred stock (related party)

42,838

(107,924)

Comprehensive loss attributable to common stockholders

$        (932,564)

$        (631,307)

$     (2,416,584)

$     (2,173,445)

 

LUCID GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

Three Months Ended

September 30,

Nine Months Ended

September 30,

2024

2023

2024

2023

Cash flows from operating activities:

Net loss

$        (992,475)

$        (630,894)

$     (2,316,724)

$    (2,174,654)

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

69,473

60,832

204,494

166,033

Amortization of insurance premium

8,645

9,114

25,959

30,242

Non-cash operating lease cost

7,861

6,593

22,997

18,871

Stock-based compensation

88,094

68,237

208,803

193,432

Inventory and firm purchase commitments write-downs

138,557

230,816

416,098

734,495

Change in fair value of common stock warrant liability

13,748

(60,316)

(20,845)

(61,647)

Change in fair value of equity securities of a related party

8,836

38,159

Change in fair value of derivative liabilities associated with redeemable
convertible preferred stock (related party)

240,250

137,250

Net accretion of investment discounts/premiums

(15,272)

(35,766)

(59,580)

(74,928)

Other non-cash items

(178)

16,480

4,766

27,938

Changes in operating assets and liabilities:

Accounts receivable (including $6,962 and $(5,533) from a related party for
the three months ended September 30, 2024 and 2023, and $(35,320) and
$(5,533) for the nine months ended September 30, 2024 and 2023, respectively)

3,011

(2,800)

(46,601)

(3,778)

Inventory

(137,982)

(127,971)

(221,392)

(575,933)

Prepaid expenses

782

(12,027)

(18,487)

(43,062)

Other current assets

(5,171)

(4,808)

(27,481)

13,680

Other noncurrent assets

8,497

(4,032)

(14,895)

(113,790)

Accounts payable

39,383

(18,811)

42,564

(114,810)

Accrued compensation

1,508

(7,460)

46,388

(1,781)

Other current liabilities

30,063

(6,413)

(9,297)

(61,505)

Other long-term liabilities

29,575

5,644

101,297

25,993

Net cash used in operating activities

(462,795)

(513,582)

(1,486,527)

(2,015,204)

Cash flows from investing activities:

Purchases of property, plant and equipment (including $(22,611) and
$(25,959) from a related party for the three months ended September 30,
2024 and 2023, and $(56,679) and $(66,877) for the nine months ended
September 30, 2024 and 2023, respectively)

(159,694)

(192,517)

(592,206)

(638,002)

Purchases of investments (including $(15,000) and nil from a related party
for the three months ended September 30, 2024 and 2023, and $(15,000) and
nil for the nine months ended September 30, 2024 and 2023, respectively)

(520,093)

(1,438,001)

(2,374,220)

(3,585,254)

Proceeds from maturities of investments

963,506

498,081

3,251,400

2,480,570

Proceeds from sale of investments

5,000

148,388

Other investing activities

(4,827)

Net cash provided by (used in) investing activities

$          283,719

$     (1,132,437)

$          289,974

$    (1,599,125)

LUCID GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS – CONTINUED

(Unaudited)

(in thousands)

Three Months Ended

September 30,

Nine Months Ended

September 30,

2024

2023

2024

2023

Cash flows from financing activities:

Proceeds from issuance of common stock under Underwriting Agreement,
net of issuance costs

$                    —

$                    —

$                    —

$      1,184,224

Proceeds from issuance of common stock under 2023 Subscription
Agreement to a related party, net of issuance costs

1,812,641

Proceeds from issuance of Series A redeemable convertible preferred stock
to a related party

1,000,000

Proceeds from issuance of Series B redeemable convertible preferred stock
to a related party

750,000

750,000

Payments of issuance costs for Series A redeemable convertible preferred
stock

(2,343)

Payments of issuance costs for Series B redeemable convertible preferred
stock

(250)

(250)

Payment for credit facility issuance costs (including $(5,625) and nil to a
related party for the three months ended September 30, 2024 and 2023, and
$(5,625) and nil for the nine months ended September 30, 2024 and 2023,
respectively)

(6,058)

(6,058)

Payment for finance lease liabilities

(703)

(1,455)

(2,632)

(4,534)

Proceeds from borrowings from a related party

38,654

42,920

Repayment of borrowings from a related party

(21,590)

(25,856)

Proceeds from exercise of stock options

935

2,214

3,246

7,321

Proceeds from employee stock purchase plan

11,104

15,089

Tax withholding payments for net settlement of employee awards

(3,190)

(4,327)

(8,502)

(14,705)

Net cash provided by financing activities

719,144

35,086

1,718,709

3,042,956

Net increase (decrease) in cash, cash equivalents, and restricted cash

540,068

(1,610,933)

522,156

(571,373)

Beginning cash, cash equivalents, and restricted cash

1,353,595

2,776,880

1,371,507

1,737,320

Ending cash, cash equivalents, and restricted cash

$       1,893,663

$       1,165,947

$       1,893,663

$      1,165,947

 

LUCID GROUP, INC.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(Unaudited)

(in thousands, except share and per share data)

Adjusted EBITDA

Three Months Ended

September 30,

Nine Months Ended

September 30,

2024

2023

2024

2023

Net loss attributable to common stockholders, basic and diluted (GAAP)

$        (949,637)

$        (630,894)

$     (2,424,648)

$     (2,174,654)

Interest expense

8,478

3,340

22,652

17,138

Interest income

(50,017)

(66,064)

(155,201)

(145,594)

Provision for income taxes

487

296

610

1,012

Depreciation and amortization

69,473

60,832

204,494

166,033

Stock-based compensation

88,094

68,237

210,283

194,875

Restructuring charges

76

518

20,304

24,546

Change in fair value of common stock warrant liability

13,748

(60,316)

(20,845)

(61,647)

Change in fair value of equity securities of a related party

8,836

38,159

Change in fair value of derivative liabilities associated with redeemable
convertible preferred stock (related party)

240,250

137,250

Accretion of redeemable convertible preferred stock (related party)

(42,838)

107,924

Adjusted EBITDA (non-GAAP)

$        (613,050)

$        (624,051)

$     (1,859,018)

$     (1,978,291)

 

Adjusted Net Loss Attributable to Common Stockholders

Three Months Ended

September 30,

Nine Months Ended

September 30,

2024

2023

2024

2023

Net loss attributable to common stockholders, basic and diluted (GAAP)

$        (949,637)

$        (630,894)

$     (2,424,648)

$     (2,174,654)

Stock-based compensation

88,094

68,237

210,283

194,875

Restructuring charges

76

518

20,304

24,546

Change in fair value of common stock warrant liability

13,748

(60,316)

(20,845)

(61,647)

Change in fair value of equity securities of a related party

8,836

38,159

Change in fair value of derivative liabilities associated with redeemable
convertible preferred stock (related party)

240,250

137,250

Accretion of redeemable convertible preferred stock (related party)

(42,838)

107,924

Adjusted net loss attributable to common stockholders, basic and diluted
(non-GAAP)

$        (641,471)

$        (622,455)

$     (1,931,573)

$     (2,016,880)

 

Adjusted Net Loss Per Share Attributable to Common Stockholders

Three Months Ended

September 30,

Nine Months Ended

September 30,

2024

2023

2024

2023

Net loss per share attributable to common stockholders, basic and
diluted (GAAP)

$               (0.41)

$               (0.28)

$               (1.05)

$               (1.08)

Stock-based compensation

0.04

0.03

0.09

0.10

Restructuring charges

0.01

0.01

0.01

Change in fair value of common stock warrant liability

0.01

(0.03)

(0.01)

(0.03)

Change in fair value of equity securities of a related party

0.01

Change in fair value of derivative liabilities associated with redeemable
convertible preferred stock (related party)

0.10

0.06

Accretion of redeemable convertible preferred stock (related party)

(0.02)

0.05

Adjusted net loss per share attributable to common stockholders, basic
and diluted (non-GAAP)

$               (0.28)

$               (0.27)

$               (0.84)

$               (1.00)

Weighted-average shares outstanding attributable to common
stockholders, basic and diluted

2,323,971,541

2,284,446,783

2,312,249,333

2,010,916,100

 

LUCID GROUP, INC. 

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES – CONTINUED

(Unaudited)

(in thousands)

Free Cash Flow

Three Months Ended

September 30,

Nine Months Ended

September 30,

2024

2023

2024

2023

Net cash used in operating activities (GAAP)

$        (462,795)

$        (513,582)

$     (1,486,527)

$     (2,015,204)

Capital expenditures

(159,694)

(192,517)

(592,206)

(638,002)

Free cash flow (non-GAAP)

$        (622,489)

$        (706,099)

$     (2,078,733)

$     (2,653,206)

 

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Two Schools, One Vision: XCL World Academy and XCL American Academy to Merge

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SINGAPORE, Nov. 8, 2024 /PRNewswire/ — XCL Education Group today announced the merger of XCL American Academy into XCL World Academy in August 2025, creating a single, unified campus dedicated to providing an exceptional learning environment that fosters diversity, academic excellence, and personal growth for all students.

This will bring together the strengths of both schools, their innovative learning spaces, and experienced educators. Students will benefit from an enriched learning environment that seamlessly integrates the best of both worlds: the renowned IB program, along with the strong academic foundation provided by the American AERO standards.

“Following careful consideration and extensive consultation, we have made the strategic decision to merge XCL American Academy into XCL World Academy, to create an even stronger and cohesive learning environment for our students,” said Gilles Mahe, CEO of XCL Education Group. “This merger will allow us to better leverage our facilities and resources, for all our students.”

XCL also announced the launch of the new Innovation Hub earlier this year. The state-of-the-art multi-level building is purpose-designed to enhance the learning environment with the latest technology and specialized labs for students. The Innovation Hub is designed to be environmentally friendly and with sustainability at the forefront of design. The building includes clean air filtration in all learning spaces and home to a digital multimedia lab, specialist labs, and a multi-use esports arena.

“The $80 million investment in the Innovation Hub and other facilities at our campus in Singapore is a testament to our commitment to providing our students with the best possible learning environment,” said Mahe. “These facilities will provide our students with the opportunity to learn and grow in a world-class setting.”

“We are confident that this merger will deliver the best possible outcomes for every XCL student in Singapore,” said Mahe. “We look forward to welcoming all of our students to the unified campus in August 2025.”

About XCL Education Group
XCL Education is one of the largest, fastest growing K-12 education platforms in Southeast Asia. Headquartered in Singapore, it serves over 20,000 students across 17 K-12 campuses and 45 Preschools in Malaysia, Singapore, Thailand, and Vietnam.  XCL Education aspires to be a trusted and respected future-focused family of schools, fostering curiosity, excellence, and creating life-shaping impact on our students, staff, and communities we serve.  To learn more, visit XCL Education.  

About XCL World Academy
XCL World Academy is a premium international school in Singapore, offering a rigorous academic program for students aged 2 to 18 years. The school is authorized to offer the International Baccalaureate (IB) Primary Years Programme (PYP), Middle Years Programme (MYP), and Diploma Programme (DP). XCL World Academy is committed to providing a holistic education that develops students’ intellectual, social, emotional, and physical well-being.

About XCL American Academy
XCL American Academy is an international school in Singapore, offering high-quality, rigorous, and accessible American education for children aged 4 – 14 years.

 

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Sabre Corporation Announces Exchange Offers by Sabre GLBL Inc. for Certain Senior Secured Debt Securities

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SOUTHLAKE, Texas, Nov. 7, 2024 /PRNewswire/ — Sabre Corporation (“Sabre”) today announced that Sabre GLBL Inc. (“Sabre GLBL”), a wholly-owned subsidiary of Sabre, has commenced exchange offers (each, an “Exchange Offer” and together, the “Exchange Offers”) to exchange certain of its outstanding 11.250% Senior Secured Notes due 2027 (the “December 2027 Notes”) and 8.625% Senior Secured Notes due 2027 (the “June 2027 Notes” and, together with the December 2027 Notes, the “Existing Notes” and each of them a “series” of Existing Notes) for up to $500 million (as such amount may be amended by Sabre GLBL in its sole discretion, the “Maximum Exchange Amount”) in aggregate principal amount of Sabre GLBL’s new 10.750% Senior Secured Notes due 2029 (the “New Notes” and together with the Existing Notes, the “Securities”), upon the terms and subject to the conditions described in the confidential offering circular, dated as of November 7, 2024, for the Exchange Offers (as it may be amended or supplemented, the “Offering Circular”). The primary purpose of the Exchange Offers is to improve the Company’s maturity profile by extending the maturity date of the indebtedness represented by the Existing Notes from 2027 to 2029.

The aggregate principal amount of New Notes to be issued pursuant to the Exchange Offers is subject to a minimum principal amount of $250 million (the “New Notes Issuance Minimum”).

In addition, the principal amount of each series of Existing Notes that is accepted pursuant to the Exchange Offers will be subject to the “Acceptance Priority Level” (in numerical priority order), as set forth in the table below and as further described in the Offering Circular.

The following table summarizes certain terms of the Exchange Offers:

CUSIP No./ ISIN

Title of
Security

Principal
Amount
Outstanding

Acceptance
Priority
Level(1)

Exchange
Consideration(2)

Early Exchange
Premium(2)(3)

Total Exchange
Consideration(1)(2)(3)

CUSIP: 78573NAH5 (144A);
U86043AF0 (Reg. S) / ISIN:
US78573NAH52 (144A);
USU86043AF04 (Reg. S)           

11.250%
Senior
Secured Notes
due 2027

$555,000,000

1

$1,000.00 principal
amount of New Notes

$82.50 principal
amount of New
Notes

$1,082.50 principal
amount of New Notes

CUSIP: 78573NAJ1 (144A);
U86043AG8 (Reg. S) / ISIN:
US78573NAJ19 (144A);
USU86043AG86 (Reg. S)

8.625%
Senior
Secured Notes
due 2027

$903,077,000

2

$930.00 principal
amount of New Notes

$82.50 principal
amount of New
Notes

$1,012.50 principal
amount of New Notes

(1)   Acceptance of the Existing Notes is subject to the Acceptance Priority Level as described below.

(2)   For each $1,000 principal amount of Existing Notes.

(3)   Includes Early Exchange Premium.

If the aggregate principal amount of Existing Notes validly tendered on or before the Early Exchange Date (as defined below) constitutes a principal amount of Existing Notes that, if accepted by the Company, would result in issuing New Notes having an aggregate principal amount equal to or in excess of the Maximum Exchange Amount, the Company will not accept any Existing Notes tendered for exchange after the Early Exchange Date (even if they are of Acceptance Priority Level 1).  If acceptance of all validly tendered Existing Notes of a series on the Early Exchange Date or the Expiration Date (as defined below), as applicable, would result in the Company issuing New Notes having an aggregate principal amount in excess of the Maximum Exchange Amount, the tendered Existing Notes of such series will be accepted on a pro rata basis as described in the Offering Circular. On each settlement date, Existing Notes of a series having a higher Acceptance Priority Level will be accepted for exchange before any Existing Notes of a series having a lower Acceptance Priority Level. For the avoidance of doubt, if the Exchange Offers are not fully subscribed as of the Early Exchange Date, subject to the terms and conditions of the Exchange Offers, all existing Notes tendered at or prior to the Early Exchange Date will be accepted for exchange in priority to all Existing Notes tendered after the Early Exchange Date even if such Existing Notes tendered after the Early Exchange Date have a higher Acceptance Priority Level than the Existing Notes tendered at or prior to the Early Exchange Date.

The New Notes will mature on November 15, 2029 and will bear interest at a rate per annum equal to 10.750%. The New Notes will first be redeemable, at Sabre GLBL’s option, starting on November 15, 2026, at 105.375% of their outstanding principal amount, plus accrued interest, and under certain other circumstances described in the Offering Circular.

The New Notes and the guarantees thereof will be senior secured indebtedness and will rank equal in right of payment with all of the existing and future senior secured indebtedness of Sabre GLBL and the guarantors. The New Notes will initially be jointly and severally, irrevocably and unconditionally guaranteed by Sabre Holdings Corporation (“Sabre Holdings”) and all of Sabre GLBL’s current and future restricted subsidiaries that are borrowers under or guarantee Sabre GLBL’s senior secured credit facilities under certain of its existing credit agreements or certain other secured indebtedness. The New Notes and the guarantees thereof will be secured, subject to permitted liens, by a first-priority security interest in substantially all present and hereinafter acquired assets of Sabre GLBL and each of the guarantors (other than certain excluded assets). The New Notes will be guaranteed by the same parties and on the same basis, and secured by the same assets and on the same basis, as the Existing Notes. In addition, the covenants in the indenture for the New Notes will be substantially the same as the covenants applicable to the Existing Notes.

The Exchange Offers will expire at 5:00 p.m., New York City time, on December 9, 2024, unless extended (such date and time, as it may be extended, the “Expiration Date”), unless earlier terminated. Tenders of Existing Notes may be withdrawn from the Exchange Offers at or prior to, but not after, 5:00 p.m., New York City time, on November 21, 2024, unless extended (such date and time, as it may be extended, the “Withdrawal Deadline”). Eligible Holders (as defined below) must validly tender their Existing Notes at or prior to 5:00 p.m., New York City time, on November 21, 2024, unless extended (such date and time, as it may be extended, the “Early Exchange Date”), to be eligible to receive the Total Exchange Consideration (as set forth above), which includes the Early Exchange Premium (as set forth above) for such Existing Notes. Eligible Holders tendering Existing Notes after the Early Exchange Date and on or before the Expiration Date will only be eligible to receive the Exchange Consideration (as set forth above), which will equal the Total Exchange Consideration for such series of Existing Notes less the applicable Early Exchange Premium.

In addition to the Total Exchange Consideration or Exchange Consideration (as described in the table above), as applicable, Eligible Holders whose Existing Notes are accepted for exchange will be paid the accrued and unpaid interest, if any, on the Existing Notes to, but not including, the early settlement date, which is expected to be November 25, 2024, unless extended (such date and time, as it may be extended, the “Early Settlement Date”) on such Existing Notes; provided, however, that since any New Notes issued on the final settlement date, which is expected to be December 11, 2024, unless extended (such date and time, as it may be extended, the “Final Settlement Date”) will be issued with accrued interest from the Early Settlement Date up to, but not including, the Final Settlement Date, the amount of such accrued interest on any such New Notes will be deducted, from the cash payable as accrued interest on the Existing Notes exchanged on the Final Settlement Date, provided further that such net amount will not be below zero. For the avoidance of doubt, Eligible Holders (as defined below) who validly tender Existing Notes of a series after the Early Exchange Date but on or before the Expiration Date, will not receive accrued and unpaid interest, if any, on such Existing Notes from the Early Settlement Date through the Final Settlement Date. In addition, Eligible Holders of the December 2027 Notes whose tenders are settled after December 1, 2024 and before December 15, 2024 will be deemed to have consented to giving up any claim to the interest payment due on December 15 in respect of the December 2027 Notes that they might otherwise have as a result of the related interest payment record date of December 1, 2024, and will receive only the accrued interest described above. Interest on the New Notes will accrue from (and including) the Early Settlement Date. Interest on the New Notes will accrue from (and including) the Early Settlement Date.

Sabre GLBL’s obligation to accept for exchange the Existing Notes validly tendered and not validly withdrawn in each Exchange Offer is subject to the satisfaction or waiver of certain conditions as described in the Offering Circular, including the New Notes Issuance Minimum. Such conditions may be waived by Sabre GLBL in its sole discretion, subject to applicable law. Any waiver of a condition by Sabre GLBL will not constitute a waiver of any other condition. For avoidance of doubt, the Exchange Offer in respect of the December 2027 Notes is not conditioned on the Exchange Offer in respect of the June 2027 Notes, or vice versa. Sabre GLBL reserves the right to extend, amend or terminate any Exchange Offer for any reason or for no reason. In addition, Sabre GLBL reserves the right to increase, decrease or otherwise change the Maximum Exchange Amount in its sole discretion without extending the Early Exchange Date or the Withdrawal Deadline or otherwise reinstating withdrawal rights, subject to compliance with applicable law and the terms of outstanding indebtedness. Sabre GLBL will not receive any cash proceeds from the Exchange Offers and will not incur additional indebtedness in excess of the aggregate principal amount of Existing Notes that are exchanged in the Exchange Offers. 

Concurrently with the Exchange Offers, Sabre GLBL is offering lenders under its senior secured term loans (the “Old Term Loans”) to exchange up to approximately $375 million of their Old Term Loans for the same amount of new senior secured term loans maturing in November 2029 (the “New Term Loans”). Except for the extended maturity and new pricing terms of the New Term Loans, we expect that the New Term Loans will have substantially similar terms as the Old Term Loans. The consummation of each term loan exchange is conditioned on participation from at least $50 million in principal amount per tranche of the New Term Loans.

The consummation of each Exchange Offer is not subject to, or conditioned upon, the consummation of such term loan exchanges. The consummation of such term loan exchanges is not subject to, or conditioned upon, the consummation of any Exchange Offer. The proposed term loan exchanges are subject to market conditions and there can be no assurance that any or all of them will in fact be consummated in the manner described herein or at all.

The Exchange Offers are being made only to holders of Existing Notes that have certified, by submitting an instruction to the clearing system, that they are either (i) “qualified institutional buyers” as defined in Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”) or (ii) are located outside the United States and are not “U.S. persons” as defined in Rule 902 under the Securities Act (such holders, “Eligible Holders”). Only Eligible Holders are authorized to receive or review the Offering Circular or to participate in the Exchange Offers. Non U.S.-persons may also be subject to additional eligibility criteria.

Information Relating to the Exchange Offers

The complete terms and conditions of the Exchange Offers are set forth in the Offering Circular.  The Offering Circular contains important information and Eligible Holders are encouraged to read it in its entirety.  The Offering Circular will only be distributed to Eligible Holders who complete and return an eligibility form confirming that they are either a “qualified institutional buyer” under Rule 144A or not a “U.S. person” under Regulation S under the Securities Act for purposes of applicable securities laws.  Holders of Existing Notes who desire to complete an eligibility form should either visit www.dfking.com/sabre or request instructions by sending an e-mail to sabre@dfking.com or by calling D.F. King & Co., Inc., the information and exchange agent for the Exchange Offers, at (toll-free) (800) 848-3374 (toll-free) or (banks and brokers) (212) 269-5550.

None of Sabre, Sabre Holdings, Sabre GLBL, their affiliates, their respective boards of directors and stockholders, the Exchange Agent or Computershare Trust Company, N.A., as trustee for the Existing Notes and New Notes, are making any recommendation as to whether holders should tender any Existing Notes in response to the Exchange Offers. Holders must make their own decision as to whether to tender any of their Existing Notes, and, if so, the principal amount of Existing Notes to tender.

This press release is for informational purposes only and is neither an offer to buy nor a solicitation of an offer to sell any of the New Notes or any other securities. The Exchange Offers are not being made to holders of Existing Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. The Exchange Offers are only being made pursuant to the Offering Circular. Eligible Holders are strongly encouraged to read the Offering Circular carefully because it will contain important information.

The New Notes have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.  The New Notes have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the Offering Circular.

Forward-Looking Statements

Certain statements herein are forward-looking statements about trends, future events, uncertainties and our plans and expectations of what may happen in the future. Any statements that are not historical or current facts are forward-looking statements. In many cases, you can identify forward-looking statements by terms such as “guidance,” “outlook,” “target,” “expect, ” “anticipate,” “on track,” “continue,” “believe,” “momentum,” “position,” “continue,” “progress,” “confident,” “trend,” “plan,” “recurring,” “trajectory,” “pipeline,” “opportunity,” “potential,” “positioned,” “benefit,” “goal,” “confident,” “indicate,” “optimistic,” “will,” “forecast,” “strategy,” “estimate,” “project,” “may,” “should,” “would,” “intend,” or the negative of these terms, where applicable, or other comparable terminology. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Sabre’s actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. The potential risks and uncertainties include, among others, our ability to realize the anticipated benefits of the Exchange Offers and the proposed term loan exchange transaction and the risk that the Exchange Offers and the proposed term loan exchange transaction may not be consummated, financial condition and credit ratings, as well as on the travel industry and consumer spending more broadly, the effect of remote working arrangements on our operations and the speed and extent of the recovery across the broader travel ecosystem, dependency on transaction volumes in the global travel industry, particularly air travel transaction volumes, the timing, implementation and effects of our growth strategies and technology transformation, the completion and effects of travel platforms, exposure to pricing pressure in the Travel Solutions business, changes affecting travel supplier customers, maintenance of the integrity of our systems and infrastructure and the effect of any security incidents, our ability to recruit, train and retain employees, competition in the travel distribution industry and solutions industry, failure to adapt to technological advancements, implementation of software solutions, implementation and effects of new, amended or renewed agreements and strategic partnerships, dependence on establishing, maintaining and renewing contracts with customers and other counterparties and collecting amounts due to us under these agreements, dependence on relationships with travel buyers, the ability to achieve our cost savings and efficiency goals and the effects of these goals, our collection, processing, storage, use and transmission of personal data and risks associated with PCI compliance, the effects of cost savings initiatives, the effects of new legislation or regulations or the failure to comply with regulations or other legal requirements, use of third-party distributor partners, the financial and business results and effects of acquisitions and divestitures of businesses or business operations, reliance on the value of our brands, reliance on third parties to provide information technology services and the effects of these services, the effects of any litigation, regulatory reviews and investigations, adverse global and regional economic and political conditions, risks related to global conflicts, risks arising from global operations, risks related to our significant amount of indebtedness, including increases in interest rates and our ability to refinance our debt, and tax-related matters.

More information about potential risks and uncertainties that could affect our business and results of operations is included in the “Risk Factors” and “Forward-Looking Statements” sections of Sabre Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the Securities and Exchange Commission (“SEC”) on October 31, 2024 and Sabre Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 15, 2024, as well as other risks and uncertainties specified in the “Risk Factors” section of the Offering Circular. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future events, outlook, guidance, results, actions, levels of activity, performance or achievements. Readers are cautioned not to place undue reliance on these forward-looking statements. Unless required by law, Sabre undertakes no obligation to publicly update or revise any forward-looking statements to reflect circumstances or events after the date they are made.

About Sabre

Sabre Corporation is a software and technology company that takes on the biggest opportunities and solves the most complex challenges in travel. The Company connects travel suppliers and buyers around the globe and across the ecosystem through innovative products and next-generation technology solutions. Sabre harnesses speed, scale and insights to build tomorrow’s technology today – empowering airlines, hoteliers, agencies and other partners to retail, distribute and fulfill travel worldwide. Headquartered in Southlake, Texas, USA, Sabre serves customers in more than 160 countries around the world.

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Shinsegae spreads Christmas magic to the world with a new global landmark ‘Shinsegae Square’

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SEOUL, South Korea, Nov. 8, 2024 /PRNewswire/ — “Heritage meets digital technology, Shinsegae paves its way to become an iconic landmark of Seoul, alluring customers from all around the world.”

Twinkling lights and glamorous moving images on the screen, Shinsegae Department Store, Korea’s first department store since 1963, presents a new landmark of Seoul in Myeong-dong which is located in the center of the capital and brings in the highest population of tourists.

Shinsegae Department Store has been an absolute favourite amongst millions of global customers along with Harrods(UK) and Isetan(Japan), taking the chart of No.1 leading position in the Korean department store industry by far.

Last year, Shinsegae Department Store in Myeong-dong has been visited by over 6 million customers from different countries, making the spot a ‘must-visit-place’ for Christmas season.

For the past 10 years, Shinsegae has delivered hopes and excitements to its onlookers visiting the place, wishing the best Christmas and New Year’s Eve for everyone.

With a size of three basketball courts(1292.3㎡), Shinsegae’s mega-sized digital signage is now recreated as ‘Shinsegae Square’ and presents an overwhelming beauty with the visuals from the screen.

This year, Shinsegae is showcasing a short film called ‘Pursuit of Christmas Moments’ to give the experience of joy and magical moments to the audience, elevating thrills for Christmas and New Year’s Eve.

The film depicts a story of Shinsegae Department Store being transformed into a magical Christmas castle along with fancy dinner parties inside and amusement parks embellished with glittering lights in the night sky, which will leave unforgettable memories for the visitors.

On the 31st of December, Shinsegae Square district will be presented as the spot to celebrate New Year’s Eve as it will exhibit diverse K-culture contents and media artworks.

Harmoniously permeated with historical buildings nearby, the audience will be fascinated by magnificent and breath-taking sceneries with feasts of colorful lights that Shinsegae Square sheds.

“Shinsegae Department Store now presents ‘Shinsegae Square’ where visual beauty and cutting-edge technologies are met to make the most cherishable memories to those visiting Seoul,” Shinsegae said.

“Rebranded as the iconic cultural hub with its K-culture contents and media artworks, Shinsegae Square will proceed to become the ultimate ‘lifestyle destination’, nowhere to be compared in Seoul.”

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