Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 21, 2022 | |
Document And Entity Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | QUANTUMSCAPE CORPORATION | |
Entity Central Index Key | 0001811414 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-39345 | |
Entity Tax Identification Number | 85-0796578 | |
Entity Address, Address Line One | 1730 Technology Drive | |
Entity Address, City or Town | San Jose | |
Entity Address, State or Province | CA | |
Entity Address Postal Zip Code | 95110 | |
City Area Code | 408 | |
Local Phone Number | 452-2000 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | QS | |
Security Exchange Name | NYSE | |
Class A Common Stock | ||
Document And Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 356,503,201 | |
Class B Common Stock | ||
Document And Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 79,454,147 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents ($3,372 and $3,382 as of September 30, 2022 and December 31, 2021, respectively, for joint venture) | $ 297,960 | $ 320,700 |
Marketable securities | 857,339 | 1,126,975 |
Prepaid expenses and other current assets | 10,349 | 15,757 |
Total current assets | 1,165,648 | 1,463,432 |
Property and equipment, net | 268,225 | 166,183 |
Right-of-use assets - finance lease | 28,731 | 30,886 |
Right-of-use assets - operating lease | 62,254 | 36,913 |
Other assets | 18,253 | 18,234 |
Total assets | 1,543,111 | 1,715,648 |
Current liabilities | ||
Accounts payable | 17,213 | 14,182 |
Accrued liabilities | 15,224 | 6,078 |
Accrued compensation and benefits | 9,062 | 9,119 |
Operating lease liability, short-term | 3,394 | 1,209 |
Finance lease liability, short-term | 501 | 19 |
Total current liabilities | 45,394 | 30,607 |
Operating lease liability, long-term | 63,643 | 36,760 |
Finance lease liability, long-term | 38,688 | 39,378 |
Other liabilities | 7,592 | 315 |
Total liabilities | 155,317 | 107,060 |
Commitments and contingencies (see Note 7) | ||
Redeemable non-controlling interest | 1,691 | 1,693 |
Stockholders’ equity | ||
Preferred stock- $0.0001 par value; 100,000 shares authorized; none issued and outstanding as of September 30, 2022 and December 31, 2021 | ||
Common stock - $0.0001 par value; 1,250,000 shares authorized (1,000,000 Class A and 250,000 Class B); 356,140 Class A and 79,454 Class B shares issued and outstanding as of September 30, 2022, 332,869 Class A and 95,450 Class B shares issued and outstanding as of December 31, 2021 | 43 | 43 |
Additional paid-in-capital | 3,734,584 | 3,634,665 |
Accumulated other comprehensive loss | (22,078) | (4,208) |
Accumulated deficit | (2,326,446) | (2,023,605) |
Total stockholders’ equity | 1,386,103 | 1,606,895 |
Total liabilities, redeemable non-controlling interest and stockholders’ equity | $ 1,543,111 | $ 1,715,648 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Cash and cash equivalents | $ 297,960 | $ 320,700 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, authorized | 1,250,000,000 | 1,250,000,000 |
Joint Venture | ||
Cash and cash equivalents | $ 3,372 | $ 3,382 |
Class A Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, issued | 356,140,000 | 332,869,000 |
Common stock, outstanding | 356,140,000 | 332,869,000 |
Class B Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 250,000,000 | 250,000,000 |
Common stock, issued | 79,454,000 | 95,450,000 |
Common stock, outstanding | 79,454,000 | 95,450,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating expenses: | ||||
Research and development | $ 87,582 | $ 39,467 | $ 214,060 | $ 104,708 |
General and administrative | 33,072 | 14,365 | 93,124 | 43,421 |
Total operating expenses | 120,654 | 53,832 | 307,184 | 148,129 |
Loss from operations | (120,654) | (53,832) | (307,184) | (148,129) |
Other income (loss): | ||||
Interest expense | (600) | (359) | (1,807) | (597) |
Interest income | 3,487 | 605 | 5,813 | 1,201 |
Change in fair value of assumed common stock warrant liabilities | 68,934 | 168,674 | ||
Other income | 114 | 3 | 335 | 101 |
Total other income | 3,001 | 69,183 | 4,341 | 169,379 |
Net income (loss) | (117,653) | 15,351 | (302,843) | 21,250 |
Less: Net income (loss) attributable to non-controlling interest, net of tax of $0 for the three and nine months ended September 2022 and 2021 | 7 | (2) | (10) | |
Net income (loss) attributable to common stockholders | (117,660) | 15,351 | (302,841) | 21,260 |
Net income (loss) | (117,653) | 15,351 | (302,843) | 21,250 |
Other comprehensive income (loss): | ||||
Unrealized gain (loss) on marketable securities | (2,933) | 65 | (17,870) | (598) |
Total comprehensive income (loss) | (120,586) | 15,416 | (320,713) | 20,652 |
Less: Comprehensive income (loss) attributable to non-controlling interest | 7 | (2) | (10) | |
Comprehensive income (loss) attributable to common stockholders | $ (120,593) | $ 15,416 | $ (320,711) | $ 20,662 |
Net income (loss) per share of common stock attributable to common stockholders | ||||
Basic | $ (0.27) | $ 0.04 | $ (0.70) | $ 0.05 |
Diluted | $ (0.27) | $ (0.13) | $ (0.70) | $ (0.36) |
Weighted-average shares used in computing net income (loss) per share of common stock | ||||
Basic | 434,051 | 417,829 | 431,654 | 397,370 |
Diluted | 434,051 | 420,649 | 431,654 | 404,369 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Net income (loss) attributable to non-controlling interest, tax | $ 0 | $ 0 | $ 0 | $ 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Redeemable Non-Controlling Interest and Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Class A Common Stock | Legacy QuantumScape Series F Preferred Stock Purchase Agreement Class A Common Stock | Common Stock | Common Stock Class A Common Stock | Common Stock Legacy QuantumScape Series F Preferred Stock Purchase Agreement | Common Stock Legacy QuantumScape Series F Preferred Stock Purchase Agreement Class A Common Stock | Additional Paid-In Capital | Additional Paid-In Capital Class A Common Stock | Additional Paid-In Capital Legacy QuantumScape Series F Preferred Stock Purchase Agreement Class A Common Stock | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | |
Beginning balance at Dec. 31, 2020 | $ 351,772 | $ 36 | $ 2,329,406 | $ (1,977,639) | $ (31) | ||||||||
Redeemable Non-Controlling, Beginning balance at Dec. 31, 2020 | 1,704 | ||||||||||||
Beginning balance, Shares at Dec. 31, 2020 | 363,994 | ||||||||||||
Exercise of stock options | 11,332 | $ 1 | 11,331 | ||||||||||
Exercise of stock options, Shares | 11,773 | ||||||||||||
Shares issued upon vesting of restricted stock units ,shares | 3,998 | ||||||||||||
Exercise of warrants | 672,456 | $ 2 | 672,454 | ||||||||||
Exercise of warrants, Shares | 15,497 | ||||||||||||
Issuance of common Stock | $ 462,926 | $ 99,930 | $ 1 | $ 2 | $ 462,925 | $ 99,928 | |||||||
Issuance of common Stock, Shares | 11,960 | 15,221 | |||||||||||
Stock-based compensation | 36,010 | 36,010 | |||||||||||
Net income (loss) | 21,260 | 21,260 | |||||||||||
Net income (loss), Redeemable Non-Controlling interest | (10) | ||||||||||||
Unrealized loss on marketable securities | (598) | (598) | |||||||||||
Ending balance at Sep. 30, 2021 | 1,655,088 | $ 42 | 3,612,054 | (1,956,379) | (629) | ||||||||
Redeemable Non-Controlling, Ending balance at Sep. 30, 2021 | 1,694 | ||||||||||||
Ending balance, Shares at Sep. 30, 2021 | 422,443 | ||||||||||||
Beginning balance at Jun. 30, 2021 | 1,506,431 | $ 41 | 3,478,814 | (1,971,730) | (694) | ||||||||
Redeemable Non-Controlling, Beginning balance at Jun. 30, 2021 | 1,694 | ||||||||||||
Beginning balance, Shares at Jun. 30, 2021 | 414,540 | ||||||||||||
Exercise of stock options | 1,880 | 1,880 | |||||||||||
Exercise of stock options, Shares | 1,244 | ||||||||||||
Shares issued upon vesting of restricted stock units ,shares | 992 | ||||||||||||
Exercise of warrants | 118,634 | $ 1 | 118,633 | ||||||||||
Exercise of warrants, Shares | 5,667 | ||||||||||||
Stock-based compensation | 12,727 | 12,727 | |||||||||||
Net income (loss) | 15,351 | 15,351 | |||||||||||
Unrealized loss on marketable securities | 65 | 65 | |||||||||||
Ending balance at Sep. 30, 2021 | 1,655,088 | $ 42 | 3,612,054 | (1,956,379) | (629) | ||||||||
Redeemable Non-Controlling, Ending balance at Sep. 30, 2021 | 1,694 | ||||||||||||
Ending balance, Shares at Sep. 30, 2021 | 422,443 | ||||||||||||
Beginning balance at Dec. 31, 2021 | 1,606,895 | $ 43 | 3,634,665 | (2,023,605) | (4,208) | ||||||||
Redeemable Non-Controlling, Beginning balance at Dec. 31, 2021 | 1,693 | ||||||||||||
Beginning balance, Shares at Dec. 31, 2021 | 428,319 | ||||||||||||
Exercise of stock options and employee stock purchase plan | $ 6,934 | 6,934 | |||||||||||
Exercise of stock options and employee stock purchase plan, Shares | 3,480 | ||||||||||||
Exercise of stock options, Shares | [1] | 3,261 | |||||||||||
Shares issued upon vesting of restricted stock units ,shares | 3,795 | ||||||||||||
Stock-based compensation | $ 92,985 | 92,985 | |||||||||||
Net income (loss) | (302,841) | (302,841) | |||||||||||
Net income (loss), Redeemable Non-Controlling interest | (2) | ||||||||||||
Unrealized loss on marketable securities | (17,870) | (17,870) | |||||||||||
Ending balance at Sep. 30, 2022 | 1,386,103 | $ 43 | 3,734,584 | (2,326,446) | (22,078) | ||||||||
Redeemable Non-Controlling, Ending balance at Sep. 30, 2022 | 1,691 | ||||||||||||
Ending balance, Shares at Sep. 30, 2022 | 435,594 | ||||||||||||
Beginning balance at Jun. 30, 2022 | 1,471,151 | $ 43 | 3,699,039 | (2,208,786) | (19,145) | ||||||||
Redeemable Non-Controlling, Beginning balance at Jun. 30, 2022 | 1,684 | ||||||||||||
Beginning balance, Shares at Jun. 30, 2022 | 432,669 | ||||||||||||
Exercise of stock options | 1,967 | 1,967 | |||||||||||
Exercise of stock options, Shares | 1,437 | ||||||||||||
Shares issued upon vesting of restricted stock units ,shares | 1,488 | ||||||||||||
Stock-based compensation | 33,578 | 33,578 | |||||||||||
Net income (loss) | (117,660) | (117,660) | |||||||||||
Net income (loss), Redeemable Non-Controlling interest | 7 | ||||||||||||
Unrealized loss on marketable securities | (2,933) | (2,933) | |||||||||||
Ending balance at Sep. 30, 2022 | 1,386,103 | $ 43 | $ 3,734,584 | $ (2,326,446) | $ (22,078) | ||||||||
Redeemable Non-Controlling, Ending balance at Sep. 30, 2022 | $ 1,691 | ||||||||||||
Ending balance, Shares at Sep. 30, 2022 | 435,594 | ||||||||||||
[1] This includes 5.5 million options granted pursuant to the EPA Program that are currently expected to vest. None of the options granted pursuant to the EPA Program were vested and exercisable as of September 30, 2022 . |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Redeemable Non-Controlling Interest and Stockholders' Equity (Unaudited) (Parenthetical) - Class A Common Stock $ in Millions | 9 Months Ended |
Sep. 30, 2021 USD ($) | |
Stock issuance costs | $ 15.5 |
Legacy QuantumScape Series F Preferred Stock Purchase Agreement | |
Stock issuance costs | $ 0.1 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating activities | ||
Net income (loss) | $ (302,843) | $ 21,250 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 18,975 | 7,632 |
Amortization of right-of-use assets and non-cash lease expense | 5,671 | 2,590 |
Amortization of premiums and accretion of discounts on marketable securities | 4,504 | 9,055 |
Stock-based compensation expense | 92,985 | 36,010 |
Change in fair value of assumed common stock warrant liabilities | (168,674) | |
Impairment of fixed assets | 7,806 | |
Other | 474 | 223 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | 5,393 | 2,419 |
Accounts payable, accrued liabilities and accrued compensation | 9,516 | 7,361 |
Other long term liabilities | 2,100 | |
Operating lease liability | 311 | (1,168) |
Net cash used in operating activities | (155,108) | (83,302) |
Investing activities | ||
Purchases of property and equipment | (121,004) | (82,396) |
Proceeds from maturities of marketable securities | 634,390 | 611,005 |
Proceeds from sales of marketable securities | 15,105 | 172,293 |
Purchases of marketable securities | (402,247) | (1,106,167) |
Net cash (used in) provided by investing activities | 126,244 | (405,265) |
Financing activities | ||
Proceeds from exercise of stock options and employee stock purchase plan | 6,934 | 11,332 |
Proceeds from exercise of warrants | 151,431 | |
Payment of Business Combination share issuance costs | (1,016) | |
Proceeds from issuance of common stock, net of issuance costs paid | 462,926 | |
Proceeds from issuance of Class A Common Stock pursuant to Legacy QuantumScape Series F Preferred Stock Purchase Agreement, net of issuance costs | 99,930 | |
Principal payment for finance lease, net of credit | (809) | 5,210 |
Net cash provided by financing activities | 6,125 | 729,813 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (22,739) | 241,246 |
Cash, cash equivalents and restricted cash at beginning of period | 338,223 | 115,410 |
Cash, cash equivalents and restricted cash at end of period | 315,484 | 356,656 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 1,207 | 238 |
Purchases of property and equipment, not yet paid | $ 13,828 | 21,724 |
Fair value of assumed common stock warrants exercised | $ 521,025 |
Cash, Cash Equivalents and Rest
Cash, Cash Equivalents and Restricted Cash by Category - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Statement of Cash Flows [Abstract] | ||
Cash and cash equivalents | $ 297,960 | $ 346,156 |
Other assets | 17,524 | 10,500 |
Total cash, cash equivalents and restricted cash | $ 315,484 | $ 356,656 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Note 1. Organization The original QuantumScape Corporation, now named QuantumScape Battery, Inc. (“Legacy QuantumScape”), a wholly owned subsidiary of the Company (as defined below), was founded in 2010 with the mission to revolutionize energy storage to enable a sustainable future. On November 25, 2020 (the “Closing Date”), Kensington Capital Acquisition Corp. (“Kensington”), a special purpose acquisition company, consummated the Business Combination Agreement (the “Business Combination Agreement”) dated September 2, 2020, by and among Kensington, Kensington Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Kensington (“Merger Sub”), and Legacy QuantumScape. Pursuant to the terms of the Business Combination Agreement, a business combination between Kensington and Legacy QuantumScape was effected through the merger of Merger Sub with and into Legacy QuantumScape, with Legacy QuantumScape surviving as the surviving company and as a wholly-owned subsidiary of Kensington (the “Merger” and, collectively with the other transactions described in the Business Combination Agreement, the “Business Combination”). On the Closing Date, Kensington changed its name to QuantumScape Corporation (the “Company”). The Company is focused on the development and commercialization of its solid-state lithium-metal batteries. Planned principal operations have not yet commenced. As of September 30, 2022 , the Company had not derived revenue from its principal business activities. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain prior period balances have been reclassified to conform to the current period presentation in the consolidated financial statements and the accompanying notes. On November 25, 2020 , the Company consummated the Business Combination Agreement dated September 2, 2020 , with Legacy QuantumScape surviving the merger as a wholly owned subsidiary of the Company. At the effective time of the Merger, and subject to the terms and conditions of the Business Combination Agreement, each share of Legacy QuantumScape Class A common stock, par value $ 0.0001 per share, and each share of the Legacy QuantumScape Preferred Stock that was convertible into a share of Legacy QuantumScape Class A Common Stock, was canceled and converted into the right to receive the number of shares of the Company’s Class A Common Stock, $ 0.0001 par value per share (the “Class A Common Stock”), equal to 4.02175014920 (the “Exchange Ratio”), and each share of Legacy QuantumScape Class B Common Stock, par value $ 0.0001 per share, and each share of the Legacy QuantumScape Preferred Stock that was convertible into a share of Legacy QuantumScape Class B Common Stock was canceled and converted into the right to receive the number of shares of the Company’s Class B Common Stock, $ 0.0001 par value per share equal to the Exchange Ratio. Pursuant to the Business Combination Agreement, the merger between Merger Sub and Legacy QuantumScape was accounted for as a reverse recapitalization in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, Kensington was treated as the “acquired” company and Legacy QuantumScape was treated as the acquirer for financial reporting purposes. Legacy QuantumScape was determined to be the accounting acquirer based on the following predominant factors: • Legacy QuantumScape’s shareholders have the largest portion of voting rights in the Company; • the Company’s Board of Directors (the “Board”) and management are primarily composed of individuals associated with Legacy QuantumScape; and • Legacy QuantumScape was the larger entity based on historical operating activity and Legacy QuantumScape has the larger employee base at the time of the Business Combination. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Legacy QuantumScape issuing stock for the net assets of Kensington, accompanied by a recapitalization. The net assets of Kensington were stated at historical cost, with no goodwill or other intangible assets recorded. Principles of Consolidation The Company’s policy is to consolidate all entities that it controls by ownership of a majority of the outstanding voting stock. In addition, the Company consolidates entities that meet the definition of a variable interest entity (“VIE”) for which the Company is the related party most closely associated with and is the primary beneficiary. The primary beneficiary is the party who has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity. For consolidated entities that are less than wholly owned, the third party’s holding of an equity interest is presented as redeemable non-controlling interests in the Company’s Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Redeemable Non-Controlling Interest and Stockholders’ Equity. The portion of net earnings (loss) attributable to the redeemable non-controlling interests is presented as net income (loss) attributable to non-controlling interests in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The Company was a single-legal entity prior to becoming a partner with Volkswagen in QSV Operations LLC (“QSV”). As noted in the section titled “ Joint Venture and Redeemable Non-Controlling Interest ” below, the Company determined QSV was a VIE for which it was required to consolidate the operations upon its formation in 2018. The Company continued to consolidate the operations of QSV in the nine months ended September 30, 2022, as the determination of the VIE has not changed. All intercompany accounts and transactions are eliminated in consolidation. Use of Estimates The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of commitments and contingencies at the date of the financial statements as well as reported amounts of expenses during the reporting periods. Estimates made by the Company include, but are not limited to, those related to the valuation of common stock prior to the Business Combination, valuation of awards under the Extraordinary Performance Award Program (the “EPA Program”), and valuation of Assumed Common Stock Warrants among others. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from those estimates. Unaudited Interim Condensed Consolidated Financial Statements The accompanying interim Condensed Consolidated Balance Sheets as of September 30, 2022, the interim Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), the interim Condensed Consolidated Statements of Redeemable Non-Controlling Interest and Stockholders’ Equity for the three and nine months ended September 30, 2022 and 2021, and the interim Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and 2021, are unaudited. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in management’s opinion, include adjustments consisting of only normal recurring adjustments necessary for the fair statement of the Company’s financial position as of September 30, 2022 and its results of operations for the three and nine months ended September 30, 2022 and 2021, and cash flows for the nine months ended September 30, 2022 and 2021. The financial data and the other financial information disclosed in the notes to these condensed consolidated financial statements related to the three and nine months are also unaudited. The results of operations for the three and nine months ended September 30, 2022 and 2021 are not necessarily indicative of the results to be expected for the full fiscal year or any other period. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the related notes included in the Company’s audited annual consolidated financial statements for the year ended December 31, 2021, included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 , filed on February 28, 2022 (the “Annual Report”). Joint Venture and Redeemable Non-Controlling Interest QSV was incorporated as a limited liability company in 2018. Volkswagen Group of America, Inc. (“VWGoA”), Volkswagen Group of America Investments, LLC (“VGA”) and QuantumScape executed a Joint Venture Agreement (“JVA”), effective September 2018, with the goal of jointly establishing a manufacturing facility to produce the pilot line of the Company’s product through QSV. In connection with this agreement, the parties also have entered into two operating agreements: (i) the Limited Liability Company Agreement of QSV to govern the respective rights and obligations as members of QSV and (ii) the Common IP License Agreement for the Company to license certain intellectual property rights pertaining to automotive battery cells as defined in the JVA to VWGoA, VGA and QSV. Volkswagen is a related party stockholder (approximately 21.6 % and 19.8 % voting interest holder of the Company as of September 30, 2022 and December 31, 2021 , respectively). Upon the effectiveness of the JVA, each party contributed $ 1.7 million in cash to capitalize QSV in exchange for 50 % equity interests. The joint venture is considered a VIE with a related party and therefore the related party whose business is more closely related to the planned operations of the joint venture is required to consolidate the operations. The Company determined its operations were most closely aligned with the operations of the joint venture and therefore has consolidated the results of QSV’s operations in its Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), and Condensed Consolidated Statements of Redeemable Non-Controlling Interest and Stockholders’ Equity. QSV had minimal operations through September 30, 2022. The Company classifies non-controlling interests with redemption features that are not solely within the control of the Company within temporary equity on the Company’s Condensed Consolidated Balance Sheets in accordance with ASC 480-10-S99-3A, SEC Staff Announcement: Classification and Measurement of Redeemable Securities (“ASC 480-10-S99-3A”). The non-controlling interest was recorded outside of stockholders’ equity because the non-controlling interest provides the holder with put rights in the event of, amongst others, (i) the failure by the Company to meet specified development milestones within certain timeframes, (ii) the parties to the JVA cannot agree to certain commercial terms within certain timeframes, or (iii) a change of control of the Company, which such events are considered not solely within the Company’s control. The Company adjusts redeemable non-controlling interests for the portion of net loss attributable to the redeemable non-controlling interests. As of September 30, 2022 , the redeemable non-controlling interest is equivalent to the value of Volkswagen’s interest in the joint venture. Concentrations of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents and marketable securities. As of September 30, 2022 and December 31, 2021 , approximately $ 231.9 million and $ 227.8 million of our total cash and cash equivalents and marketable securities are held in U.S. money market funds, and $ 616.5 million and $ 722.3 million are invested in U.S. government and agency securities, respectively. The Company seeks to mitigate its credit risk with respect to cash and cash equivalents and marketable securities by making deposits with large, reputable financial institutions and investing in high credit rated shorter-term instruments. Cash and Cash Equivalents and Restricted Cash Management considers all highly liquid investments with an insignificant interest rate risk and original maturities of three months or less to be cash equivalents. Restricted cash is maintained under an agreement that legally restricts the use of such funds and is reported within other assets as the date of availability or disbursement for all restricted cash is more than one year from September 30, 2022. Restricted cash is comprised of $ 17.5 million, as of both September 30, 2022 and December 31, 2021 , all of which is pledged as a form of security for the Company’s lease agreements for its headquarters and pre-pilot manufacturing facilities. Marketable Securities The Company’s investment policy is consistent with the definition of available-for-sale securities. The Company does not buy and hold securities principally for the purpose of selling them in the near future. The Company’s policy is focused on the preservation of capital, liquidity, and return. From time to time, the Company may sell certain securities, but the objectives are generally not to generate profits on short-term differences in price. These securities are carried at estimated fair value with unrealized holding gains and losses included in other comprehensive loss in stockholders’ equity until realized. Gains and losses on marketable security transactions are reported on the specific-identification method. Dividend and interest income are recognized when earned. Fair Value Measurement The Company applies fair value accounting for all financial assets and liabilities measured on a recurring and nonrecurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance established a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, used to determine the fair value of its financial instruments. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. • Level 1 – Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. • Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets and liabilities. • Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. Property and Equipment Property and equipment are recorded at historical cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful life of the related asset. Improvements that increase functionality of the fixed asset are capitalized and depreciated over the asset’s remaining useful life. Construction-in-progress is not depreciated until the asset is placed in service. Fully depreciated assets are retained in property and equipment, net, until removed from service. The estimated useful lives of assets are generally as follows: Computer equipment, hardware, and software 3 - 5 years Furniture and fixtures 7 - 10 years Machinery and equipment 3 - 10 years Leasehold improvements Shorter of the lease term (including estimated renewals) or the estimated useful lives of the improvements Impairment of Long-Lived Assets The Company evaluates the carrying value of long-lived assets when indicators of impairment exist. The carrying value of a long-lived asset is considered impaired when the estimated separately identifiable, undiscounted cash flows from such an asset are less than the carrying value of the asset. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. During the three and nine months ended September 30, 2022, the Company incurred cancellation charges of $ 11.3 million related to the purchase of equipment. This amount includes a write-off of $ 7.8 million of previously capitalized amounts, and $ 3.5 million for the estimated loss contingency recorded in accrued liabilities. The Company canceled the purchase to focus on the development of equipment designed to deliver higher throughput for the same process step. These charges are recorded in Research and Development expense in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). There was no material impairment charge in the three and nine months ended September 30, 2021. Leases The Company classifies arrangements meeting the definition of a lease as operating or financing leases, and leases are recorded on the Condensed Consolidated Balance Sheets as both a right-of-use (“ROU”) asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate which is the rate incurred to borrow on a collateralized basis over a similar term. Lease liabilities are increased by interest and reduced by payments each period, and the ROU asset is reduced over the lease term. For operating leases, interest on the lease liability and the non-cash lease expense result in straight-line rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the ROU asset results in front-loaded expense over the lease term. Variable lease expenses, including common maintenance fees, insurance and property tax, are recorded when incurred. In calculating the right-of-use asset and lease liability, the Company elects to combine lease and non-lease components for all classes of assets. The Company excludes short-term leases having initial terms of 12 months or less as an accounting policy election, and instead recognizes rent expense on a straight-line basis over the lease term. Assumed Common Stock W arrants Liability The Company assumed 11,499,989 Public Warrants and 6,650,000 Private Placement Warrants (the "Assumed Common Stock Warrants") upon the Business Combination, all of which were issued in connection with Kensington’s initial public offering (other than 75,000 Private Placement Warrants that were issued in connection with the closing of the Business Combination, which are referred to as the Working Capital Warrants) and entitled each holder to purchase one share of Class A Common Stock at an exercise price of $ 11.50 per share. The Company evaluated the Assumed Common Stock Warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity (“ASC 815-40”) and concluded they did not meet the criteria to be classified in stockholders’ equity. Specifically, the exercise of the Assumed Common Stock Warrants could have been settled in cash upon the occurrence of a tender offer or exchange that involves 50 % or more of our holders of Class A Common Stock. Because not all of the voting stockholders need to participate in such tender offer or exchange to trigger the potential cash settlement and the Company does not control the occurrence of such an event, the Company concluded that the Assumed Common Stock Warrants did not meet the conditions to be classified in equity. Since the Assumed Common Stock Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the Condensed Consolidated Balance Sheets at fair value, with subsequent changes in their respective fair values recognized in the change in fair value of Assumed Common Stock Warrant liabilities within the Condensed Consolidated Statement of Operations and Condensed Comprehensive Income (Loss) at each reporting date prior to exercise or redemption. The Public Warrants were publicly traded and thus had an observable market price to estimate fair value, and the Private Placement Warrants were effectively valued similar to the Public Warrants when the Public Warrants were publicly traded, and consistent with the intrinsic value of the Company’s common stock subsequent to the redemption of the Public Warrants. As described in Note 8 below, all Public Warrants and Private Placement Warrants were exercised or redeemed during the year ended December 31, 2021 . Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in one operating segment and one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. Research and Development Cost Costs related to research and development are expensed as incurred. General and Administrative Expenses General and administrative expenses represent costs incurred by the Company in managing the business, including salary, benefits, incentive compensation, marketing, insurance, professional fees and other operating costs associated with the Company’s non-research and development activities. Stock-Based Compensation The Company measures and recognizes compensation expense for all stock-based awards made to employees, directors, and non-employees, including stock options, restricted share units and restricted shares, based on estimated fair values recognized over the requisite service period. The fair values of options granted with only service conditions are estimated on the grant date using the Black-Scholes option pricing model. This valuation model for stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in the calculation, including the expected term (weighted-average period of time that the options granted are expected to be outstanding), the volatility of the Company’s common stock, and an assumed risk-free interest rate. The Company accounts for forfeitures when they occur. The fair values of options granted with performance (e.g. business milestone) and market conditions (e.g. stock price target) are estimated at the grant date using a Monte Carlo simulation model. The model determined the grant date fair value of each vesting tranche and the future date when the market condition for such tranche is expected to be achieved. The Monte Carlo valuation requires the Company to make assumptions and judgements about the variables used in the calculation including the expected term, volatility of the Company's common stock, an assumed risk-free interest rate, and cost of equity. For performance-based awards with a vesting schedule based entirely on the attainment of both performance and market conditions, each quarter the Company assesses whether it is probable that it will achieve each performance condition that has not previously been achieved or deemed probable of achievement and if so, the future time when the Company expects to achieve that business milestone, or its “expected business milestone achievement time.” When the Company first determines that a business milestone has become probable of being achieved, the Company allocates the entire expense for the related tranche over the number of quarters between the grant date and the then-applicable “expected vesting date.” The “expected vesting date” at any given time is generally the later of (i) the expected time when the performance condition will be achieved (if the related performance condition has not yet been achieved) and (ii) the expected time when the market condition will be achieved (if the related market condition has not yet been achieved). The Company immediately recognizes a cumulative catch-up expense for all accumulated expense for the quarters from the grant date through the quarter in which the performance condition was first deemed probable of being achieved. Each quarter thereafter, the Company recognizes the prorated portion of the then-remaining expense for the tranche based on the number of quarters between such quarter and the then-applicable expected vesting date, except that upon vesting of a tranche, all remaining expense for that tranche is immediately recognized. The Company accounts for forfeitures when they occur. The Company estimates the fair value of restricted stock units based on the closing price of the Company’s Class A Common Stock on the date of grant. The Company’s 2020 Employee Stock Purchase Plan (“ESPP”) is compensatory in accordance with ASC 718-50-25. The Company measures and recognizes compensation expense for shares to be issued under the ESPP based on estimated grant date fair value recognized on a straight-line basis over the offering period. The ESPP provides eligible employees with the opportunity to purchase shares of the Company’s Class A Common Stock at a discount through payroll deductions. A participant may purchase a maximum of 1,000 shares of Class A Common Stock during each six-month offering period. As of September 30, 2022 , 11.6 million shares of Class A Common Stock were reserved for future issuance under the ESPP. During the nine months ended September 30, 2022 , 218,200 shares were purchased under the ESPP. Income Taxes The Company accounts for income taxes under an asset and liability approach. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and operating loss carryforwards, measured by applying currently enacted tax laws. Valuation allowances are provided when necessary to reduce net deferred tax assets to an amount that is more likely than not to be realized. The Company recognizes tax liabilities based upon its estimate of whether, and the extent to which, additional taxes will be due when such estimates are more likely than not to be sustained. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. The Company has no provision for income taxes for the three and nine months ended September 30, 2022 and 2021 . The Company has no current tax expense from losses and no deferred expense from the valuation allowance. The Company’s effective tax rate differs from the U.S. statutory rate primarily due to a valuation allowance against its net deferred tax assets as it is more likely than not that some or all of the deferred tax assets will not be realized. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recent Accounting Pronouncements | Note 3. Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than for fiscal years beginning after December 15, 2021, and adoption must be as of the beginning of the Company’s annual fiscal year. The Company adopted this guidance in the first quarter of fiscal 2022. The adoption of such guidance had no impact on the Company’s unaudited interim condensed consolidated financial statements as the Company does not have any convertible instruments as of September 30, 2022 . In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832), Disclosures by Business Entities About Government Assistance, which requires entities to provide disclosures on material government transactions for annual reporting periods. The disclosures include information around the nature of the assistance, the related accounting policies used to account for government assistance, the effect of government assistance on the entity’s financial statements, and any significant terms and conditions of the agreements, including commitments and contingencies. The ASU is effective for financial statements issued for annual periods beginning after December 15, 2021, with early adoption permitted. The Company adopted this guidance in the first quarter of fiscal 2022. The adoption of such guidance had no impact on the Company’s unaudited interim condensed consolidated financial statements as of September 30, 2022 . |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Note 4. Fair Value Measurement The Company’s financial assets subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows (amounts in thousands): Fair Value Measured as of September 30, 2022 Level 1 Level 2 Total Assets included in: Money market funds (1) $ 231,866 $ — $ 231,866 Commercial paper (2) — 107,198 107,198 U.S. government securities (2) — 616,489 616,489 Corporate notes and bonds (2) — 196,575 196,575 Total fair value $ 231,866 $ 920,262 $ 1,152,128 Fair Value Measured as of December 31, 2021 Level 1 Level 2 Total Assets included in: Money market funds (1) $ 227,826 $ — $ 227,826 Commercial paper (2) — 233,400 233,400 U.S. government securities (2) — 722,310 722,310 Corporate notes and bonds (2) — 257,384 257,384 Total fair value $ 227,826 $ 1,213,094 $ 1,440,920 (1) Money market funds are included in cash and cash equivalents on the Condensed Consolidated Balance Sheets. (2) As of September 30, 2022 and December 31, 2021 , marketable securities with original maturities of three months or less of $ 62.9 million and $ 86.1 million, respectively, are included in cash and cash equivalents on the Condensed Consolidated Balance Sheets. Level 1 assets: Money market funds are classified as Level 1 within the fair value hierarchy, as fair value is based on unadjusted quoted prices in active markets for identical assets. Level 2 assets: Investments in commercial paper, U.S. government securities and corporate notes and bonds are classified as Level 2 as they were valued based upon quoted market prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets. The Company had no financial liabilities subject to fair value measurements on a recurring basis as of September 30, 2022 and December 31, 2021. There have been no changes to the valuation methods utilized during the nine months ended September 30, 2022. As of September 30, 2022 and December 31, 2021, the carrying values of cash and cash equivalents, accounts payable and accrued liabilities approximate their respective fair values due to their short-term nature. Marketable Securities The following table summarizes, by major security type, the Company’s assets that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy. Amortized cost net of unrealized gain (loss) is equal to fair value as of September 30, 2022 and December 31, 2021 . The fair value as of September 30, 2022 and December 31, 2021 are as follows (amounts in thousands): September 30, 2022 Amortized Cost Gross Gross Fair Value Level 1 securities Money market funds $ 231,866 $ — $ — $ 231,866 Level 2 securities Commercial paper 107,198 — — 107,198 U.S. government securities 629,591 7 ( 13,109 ) 616,489 Corporate notes and bonds 205,551 — ( 8,976 ) 196,575 Total $ 1,174,206 $ 7 $ ( 22,085 ) $ 1,152,128 December 31, 2021 Amortized Cost Gross Gross Fair Value Level 1 securities Money market funds $ 227,826 $ — $ — $ 227,826 Level 2 securities Commercial paper 233,400 — — 233,400 U.S. government securities 724,554 — ( 2,244 ) 722,310 Corporate notes and bonds 259,348 — ( 1,964 ) 257,384 Total $ 1,445,128 $ — $ ( 4,208 ) $ 1,440,920 Realized gains and losses and interest income are included in interest income. The Company regularly reviews its available-for-sale marketable securities in an unrealized loss position and evaluates the current expected credit loss by considering factors such as historical experience, market data, issuer-specific factors, and current economic conditions. The following tables display additional information regarding gross unrealized losses and fair value by major security type for the 100 and 118 marketable securities in an unrealized loss position as of September 30, 2022 and December 31, 2021, respectively (amounts in thousands): September 30, 2022 Less than 12 Consecutive Months 12 Consecutive Months or Longer Total Gross Fair Value Gross Fair Value Gross Fair Value U.S. government securities $ ( 7,873 ) $ 497,088 $ ( 5,236 ) $ 107,960 $ ( 13,109 ) $ 605,048 Corporate notes and bonds ( 1,395 ) 48,643 ( 7,581 ) 147,932 ( 8,976 ) 196,575 Total $ ( 9,268 ) $ 545,731 $ ( 12,817 ) $ 255,892 $ ( 22,085 ) $ 801,623 December 31, 2021 Less than 12 Consecutive Months 12 Consecutive Months or Longer Total Gross Fair Value Gross Fair Value Gross Fair Value U.S. government securities $ ( 2,239 ) $ 700,318 $ ( 5 ) $ 17,011 $ ( 2,244 ) $ 717,329 Corporate notes and bonds ( 1,964 ) 257,384 — — ( 1,964 ) 257,384 Total $ ( 4,203 ) $ 957,702 $ ( 5 ) $ 17,011 $ ( 4,208 ) $ 974,713 The unrealized losses were attributable to changes in interest rates that impacted the value of the investments, and not increased credit risk. During the nine months ended September 30, 2022 , the Company received proceeds of $ 15.2 million, including interest, from the sale of available-for-sale marketable securities. There were no sales during the three months ended September 30, 2022. During the three and nine months ended September 30, 2021 , the Company received proceeds of $ 51.0 million and $ 173.3 million, including interest, from the sale of available-for-sale marketable securities. The Company realized immaterial gains and losses as a result of such sales for the three and nine months ended September 30, 2022 and 2021. The Company does not intend to sell the investments that are in an unrealized loss position, nor is it more likely than not that the Company will be required to sell the investments before the recovery of the amortized cost basis, which may be its maturity. Accordingly, the Company did no t record an allowance for credit losses associated with these investments. The estimated amortized cost and fair value of available-for-sale securities by contractual maturity as of September 30, 2022 are as follows (amounts in thousands): September 30, 2022 Amortized Cost Fair Value Due within one year $ 900,414 $ 893,149 Due after one year and through five years 273,792 258,979 Total $ 1,174,206 $ 1,152,128 |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended |
Sep. 30, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | Note 5. Balance Sheet Components Property and Equipment Property and equipment as of September 30, 2022 and December 31, 2021, consisted of the following (amounts in thousands): September 30, December 31, 2022 2021 Computer equipment, hardware, and software $ 6,402 $ 2,740 Furniture and fixtures 56,363 15,116 Machinery and equipment 108,615 66,953 Leasehold improvements 69,015 23,192 Construction-in-progress 88,802 101,420 Property and equipment, gross 329,197 209,421 Accumulated depreciation and amortization ( 60,972 ) ( 43,238 ) Property and equipment, net $ 268,225 $ 166,183 Depreciation and amortization expense related to property and equipment was $ 8.0 million and $ 2.9 million for the three months ended September 30, 2022 and 2021 , respectively. Depreciation and amortization expense related to property and equipment was $ 18.3 million and $ 8.1 million for the nine months ended September 30, 2022 and 2021, respectively. Accrued Liabilities Accrued liabilities as of September 30, 2022 and December 31, 2021, consisted of the following (amounts in thousands): September 30, December 31, 2022 2021 Accrued property and equipment $ 3,705 $ 1,815 Accrued facilities expense 728 1,637 Accrued purchase cancellation fees 3,508 31 Other 7,283 2,595 Accrued liabilities $ 15,224 $ 6,078 Other liabilities Other liabilities a s of September 30, 2022 and December 31, 2021, consisted of the following (amounts in thousands): September 30, December 31, 2022 2021 Long-term advance payments $ 2,415 $ 315 Asset retirement obligation 5,177 — Other liabilities $ 7,592 $ 315 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | Note 6. Leases The Company leases its headquarters, pre-pilot manufacturing facilities, other warehouse space and certain equipment, with current lease terms running through 2032 . Fixed rent generally escalates each year, and the Company is responsible for a portion of the landlords’ operating expenses such as property tax, insurance and common area maintenance. In April 2021, the Company entered into a lease agreement for premises consisting of approximately 197,000 rentable square feet of space located in San Jose, California to be used for QS-0. The lease expires in September 2032 . Under this QS-0 lease, the Company has two five-year renewal options, which have not been included in the calculation of the lease liability and right-of use asset at the lease inception as the exercise of the options was not reasonably certain. This initial QS-0 lease is classified as a finance lease. In June 2021, the Company amended the terms of its 2013 headquarter lease to provide for, among other things, an extension of the lease term to September 2032 . Under the amended headquarter lease, the Company retained its one five-year renewal option, which has not been included in the calculation of lease liabilities and right of use assets at the amendment date, as the exercise of the option was not reasonably certain. In November 2021, the Company entered into lease agreements for additional premises consisting of approximately 222,000 rentable square feet of space in San Jose, California adjacent to the site of QS-0. The November 2021 leases represent an expansion of space for QS-0 and the Company’s engineering and development activities. Such leases will expire in September 2032 but include an option to extend the terms of the lease for an additional 10-year period. The November 2021 leases commenced in November 2021, January 2022, and April 2022 and were classified as operating leases. The additional 10-year extension period has not been included in the calculation of the lease liability and right-of-use asset at the lease inception as the exercise of the option was not reasonably certain. The Company’s leases do not have any contingent rent payments and do not contain residual value guarantees. The components of lease related expense are as follows (amounts in thousands): Three Months Ended Nine Months Ended Lease cost September 30, 2022 Finance lease costs: Amortization of right-of-use assets $ 718 $ 2,155 Interest on lease liabilities 600 1,807 Operating lease costs 2,310 6,568 Variable lease costs 620 1,753 Total lease expense $ 4,248 $ 12,283 The components of supplemental cash flow information related to leases are as follows (amounts in thousands): Nine Months Ended September 30, 2022 Operating outgoing cash flows - finance lease $ 1,207 Financing outgoing cash flows - finance lease 809 Operating outgoing cash flows - operating leases 2,572 Right-of-use assets obtained in exchange for new operating lease liabilities 28,845 The table below displays additional information for leases as of September 30, 2022: As of September 30, 2022 Finance lease Weighted-average remaining lease term - finance lease (in years) 10.00 Weighted-average discount rate - finance lease 6.06 % Operating lease Weighted-average remaining lease term - operating leases (in years) 9.9 Weighted-average discount rate - operating leases 6.36 % As of September 30, 2022, future minimum payments during the next five years and thereafter are as follows (amounts in thousands): Fiscal Year Operating Leases Finance Lease 2022 (remaining three months) $ 2,096 $ 403 2023 7,416 3,751 2024 8,847 5,131 2025 9,061 5,272 2026 9,025 5,417 2027 9,135 5,566 Thereafter 46,370 28,066 Total 91,950 53,606 Less present value discount ( 24,913 ) ( 14,417 ) Lease liabilities $ 67,037 $ 39,189 As the Company’s lease agreements do not provide an implicit rate, the Company used an estimated incremental borrowing rate that will be incurred to borrow on a collateralized basis over a similar term at the lease commencement date or modification date in determining the present value of lease payments. Asset Retirement Obligations The Company establishes asset s and liabilities for the present value of estimated future costs to return certain of our leased facilities to their original condition upon the termination or expiration of a lease. The recognition of an asset retirement obligation requires the Company to make assumptions and judgments including the actions required to satisfy the liability, inflation rates and the credit-adjusted risk-free rate. The initially recognized asset retirement cost is amortized using the same method and useful life as the long-lived asset to which it relates. Accretion expense is recognized over time as the discounted liability is accreted to its expected settlement value. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7. Commit ments and Contingencies From time to time, and in the ordinary course of business, the Company may be subject to certain claims, charges and litigation concerning matters arising in connection with the conduct of the Company’s business activities. Warrants Litigation Purported Company warrantholders filed actions against the Company in the New York State Supreme Court on December 11, 2020 and December 23, 2020 and in the United States District Court for the Southern District of New York on October 26, 2021 and November 18, 2021, alleging, among other things, that they were entitled to exercise their warrants within 30 days of the closing of the Business Combination and that the preliminary and final versions of the proxy statement/prospectus/information statement dated September 21, 2020, and November 12, 2020, were misleading and/or omitted material information concerning the exercise of the warrants. The lawsuit in the New York State Supreme Court was voluntarily discontinued on account of being duplicative of the federal lawsuit brought by the same plaintiffs. The three lawsuits pending in the United States District Court for the Southern District of New York have been consolidated for the purposes of discovery and motion practice. The operative consolidated complaint, filed January 21, 2022, seeks monetary damages for alleged breach of contract, securities law violations, and fraud. QuantumScape continues to believe it has meritorious defenses to the claims and intends to defend itself vigorously. Securities Class Action Litigation Between January 5, 2021 and May 4, 2021, four putative class action lawsuits were filed in the United States District Court for the Northern District of California by purported purchasers of Company securities. The court consolidated the actions and appointed a lead plaintiff and counsel. Lead plaintiff filed a consolidated complaint on June 21, 2021, which alleges a purported class that includes all persons who purchased or acquired our securities between November 27, 2020 and April 14, 2021. The consolidated complaint names the Company, its Chief Executive Officer, its Chief Financial Officer, and its Chief Technology Officer as defendants. The consolidated complaint alleges that the defendants purportedly made false and/or misleading statements and failed to disclose material adverse facts about the Company’s business, operations, and prospects, including information regarding the Company’s battery technology. On January 14, 2022, defendants’ motion to dismiss the consolidated complaint was substantially denied and the case continues. QuantumScape continues to believe it has meritorious defenses to the claims and intends to defend itself vigorously. Shareholder Derivative Litigation Two shareholder derivative suits were filed in February 2021 in the United States District Court for the Northern District of California against eleven officers and directors of the Company and have been consolidated into one action, with the first-filed complaint being designated the operative one. The Company is the nominal defendant. The complaint alleges that the individual defendants breached various duties to the Company and contains additional similar allegations based on the same general allegations in the class action described immediately above. VGA is also named as a defendant in the derivative litigation. The derivative litigation is currently stayed. Four shareholder derivative suits were filed on June 7, 2022, June 23, 2022, July 22, 2022, and August 24, 2022 in the Court of Chancery of the State of Delaware against current and former directors and officers of the Company. The Company is the nominal defendant. The complaints allege that the individual defendants breached various duties to the Company. VGA is also named as a defendant in two of those actions. The four shareholder derivative suits have been consolidated and are currently stayed. Another shareholder derivative suit was filed in the Court of Chancery of the State of Delaware on August 16, 2022, against former and current directors and officers of the Company and of Kensington. The Company is the nominal defendant. The complaint alleges that the individual defendants breached various duties to the Company. For many legal matters, particularly those in early stages, the Company cannot reasonably estimate the possible loss (or range of loss), if any. The Company records an accrual for legal matters at the time or times it determines that a loss is both probable and reasonably estimable. Amounts accrued as of September 30, 2022 and December 31, 2021 were not material. Regarding matters for which no accrual has been made (including the potential for losses in excess of amounts accrued), the Company currently believes, based on its own investigations, that any losses (or ranges of losses) that are reasonably possible and estimable will not, in the aggregate, have a material adverse effect on its financial position, results of operations, or cash flows. However, the ultimate outcome of legal proceedings involves judgments, estimates, and inherent uncertainties and cannot be predicted with certainty. Should the ultimate outcome of any legal matter be unfavorable, the Company's business, financial condition, results of operations, or cash flows could be materially and adversely affected. The Company may also incur substantial legal fees, which are expensed as incurred, in defending against legal claims. Other commitments The Company's minimum purcha se commitments consist of non-cancellable agreements to purchase goods and services, primarily for materials, and licenses and hosting services, entered into in the ordinary course of business. As of September 30, 2022, future minimum purchase commitments in aggregate during the next five years and thereafter are as follows (amounts in thousands): Fiscal Year Minimum Purchase Commitments 2022 (remaining three months) $ 391 2023 2,820 2024 3,191 2025 2,358 2026 1,891 2027 1,418 Thereafter — Total $ 12,069 |
Assumed Common Stock Warrants
Assumed Common Stock Warrants | 9 Months Ended |
Sep. 30, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Assumed Common Stock Warrants | Note 8. Assumed Common Stock Warrants The Company assumed 11,499,989 Public Warrants and 6,650,000 Private Placement Warrants upon the Business Combination, all of which were issued in connection with Kensington’s initial public offering (other than 75,000 Private Placement Warrants that were issued in connection with the closing of the Business Combination, which are referred to as the Working Capital Warrants) and entitled each holder to purchase one share of Class A Common Stock at an exercise price of $ 11.50 per share. The Company recorded these warrants as liabilities on the Condensed Consolidated Balance Sheets at fair value, with subsequent changes in their respective fair values recognized in the Change in fair value of Assumed Common Stock Warrant liabilities within the Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) at each reporting date prior to exercise or redemption. The Public Warrants were publicly traded and thus had an observable market price to estimate fair value, and the Private Placement Warrants were effectively valued similar to the Public Warrants. As a result, the Company recognized a $ 68.9 million and $ 168.7 million non-cash change in fair value of Assumed Common Stock Warrant liabilities in the Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2021, respectively. All Public Warrants and Private Placement Warrants were exercised or redeemed during the year ended December 31, 2021 . |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 9. Stockholders’ Equity As of September 30, 2022 and December 31, 2021 , 1,350,000,000 shares, $ 0.0001 par value per share are authorized, of which, 1,000,000,000 shares are designated as Class A Common Stock, 250,000,000 shares are designated as Class B Common Stock, and 100,000,000 shares are designated as Preferred Stock. Common Stock Holders of the common stock are entitled to dividends when, as, and if, declared by the Board, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. As of September 30, 2022 , the Company had not declared any dividends. The holder of each share of Class A Common Stock is entitled to one vote, and the holder of each share of Class B Common Stock is entitled to ten votes. In March 2021, the Company completed an underwritten public offering of shares of its Class A Common Stock and issued 11,960,000 shares for an aggregate purchase price of $ 462.9 million, net of issuance costs of $ 15.5 million (the “March 2021 Public Offering”). Equity Incentive Plans Prior to the Business Combination, the Company maintained its 2010 Equity Incentive Plan (the “2010 Plan”), under which the Company granted options and restricted share units to purchase or directly issue shares of common stock to employees, directors, and non-employees. Upon the closing of the Business Combination, awards under the 2010 Plan were converted at the Exchange Ratio and assumed into the 2020 Equity Incentive Award Plan (the “2020 Plan”, and together with the 2010 Plan, the “Plans”). The 2020 Plan permits the granting of awards in the form of incentive stock options, nonqualified stock options, stock appreciation rights, restricted shares, restricted share units and performance awards to employees, directors, and non-employees. As of September 30, 2022 , 62,915,959 shares of Class A Common Stock are authorized for issuance pursuant to awards under the 2020 Plan, plus any shares of Class A Common Stock subject to stock options, restricted stock units or other awards that were assumed in the Business Combination and terminate as a result of being unexercised or are forfeited or repurchased by the Company, with the maximum number of shares to be added to the 2020 Plan equal to 69,846,580 shares of Class A Common Stock. Stock Options Stock option activity under the Plans, including the EPA Program discussed below is as follows: Number of Weighted Weighted Intrinsic value Balance as of December 31, 2021 (1) 53,078 $ 7.74 6.78 Cancelled and forfeited (2) ( 1,207 ) 16.82 — Exercised ( 3,261 ) 1.44 — Balance as of September 30, 2022 48,610 $ 7.94 6.13 $ 225,633 Vested and expected to vest as of September 30, 2022 (3) 40,295 $ 4.82 5.49 $ 225,633 Vested and exercisable as of September 30, 2022 30,765 $ 1.68 4.58 $ 207,022 (1) This includes 14.7 million options granted in December 2021 pursuant to the EPA Program. (2) This includes 0.8 million options forfeited from the EPA program. (3) This includes 5.5 million options granted pursuant to the EPA Program that are currently expected to vest. None of the options granted pursuant to the EPA Program were vested and exercisable as of September 30, 2022 . There were no options granted during the nine months ended September 30, 2022 or September 30, 2021. The aggregate intrinsic value of options exercised during the nine months ended September 30, 2022 and 2021 was $ 38.1 million and $ 355.0 million, respectively. Stock-based compensation expense is based on the grant-date fair value. The Company recognizes compensation expense for all stock-based awards with only service conditions on a straight-line basis over the requisite service period of the awards, which is generally the option vesting term of four years . Excluding options granted pursuant to the EPA Program, as of September 30, 2022 , the Company had stock-based compensation of $ 7.9 million related to unvested stock options not yet recognized that are expected to be recognized over an estimated weighted average period of 1.89 years. EPA Program In December 2021, the Company granted stock options for the purchase of an aggregate of approximately 14.7 million shares of the Company's Class A Common Stock to the Company's Chief Executive Officer and other members of the Company’s management team pursuant to the EPA Program that was approved by the Company's stockholders in December 2021. There are 2.1 million remaining shares that may be granted under the EPA Program within the one-year anniversary of the initial grant. The EPA Program consists of five equal tranches (each a “Tranche”) that vest if the Company meets certain business milestones (performance conditions) and stock price targets (market conditions). Business Milestones The compensation committee of the Board selected the following eleven business milestones for the EPA Program, of which one milestone must be achieved for each tranche. • Delivery of an A-sample battery cell that meets specifications agreed upon with an automaker • The validation by an auto maker of a completed B-sample battery cell (a B-sample battery cell is a functional, complete battery cell prototype produced from our pre-pilot or sample production line) • Delivery of at least 1-gigawatt hour (GWh) of battery cells to a single customer • Delivery of at least 3-gigawatt hour (GWh) of battery cells to each of three or more customers, with at least one of such customer being an auto maker • $5 billion in GAAP revenue over a period of trailing four quarters • $10 billion in GAAP revenue over a period of trailing four quarters • Total cumulative battery cell production of 500 GWh • Total cumulative battery cell production of 1,000 GWh • Adjusted EBITDA margin of at least 25% over four consecutive quarters • 10% of worldwide market share in automotive battery cells (excluding China) • 20% of worldwide market share in automotive battery cells (excluding China) Once a business milestone has been achieved, that business milestone will be considered achieved, even if later the Company does not maintain performance at that level. Stock Price Targets The stock price targets of the five tranches of the EPA Program are $ 60 , $ 120 , $ 180 , $ 240 and $ 300 . To meet the stock price targets, the stock price must be sustained and not merely momentarily achieved. Except in the case of a change in control, the Company’s stock price for the purposes of assessing the stock price target will be the 120-day trailing average closing price (based on trading days), but a stock price target will not be achieved unless the trailing average closing price of the last 30 trading days of such 120-trading day period also meets or exceeds the applicable stock price target. For a stock price target for any given Tranche to be achieved, the last day of the 120-day measurement period must occur on or after the date that the requisite number of business milestones have been achieved for such Tranche. Vesting Tranches Each of the five Tranches vest only if the Company achieves one of the business milestones (in addition to the business milestones already achieved in a prior Tranche) and achieves the applicable stock price target on or after the business milestone is achieved, within 10 years of the initial grants. Additionally, in order to vest in any Tranche, Participants generally must continue to provide service through the date of vesting in the same position, or a similar or higher role, as when the EPA Program awards are granted. Tranche Business Milestone Requirement Stock Price Target 1 Achievement of 1 business milestone $ 60 2 Achievement of 2 business milestones (inclusive of the business milestone applicable to Tranche 1) $ 120 3 Achievement of 3 business milestones (inclusive of the business milestone applicable to Tranche 2) $ 180 4 Achievement of 4 business milestones (inclusive of the business milestone applicable to Tranche 3) $ 240 5 Achievement of 5 business milestones (inclusive of the business milestone applicable to Tranche 4) $ 300 Change in Control In the event of a change in control of the Company, a portion of the EPA Program awards may also be eligible to vest; in such event, the business milestone requirement will not be applicable and the Company’s stock price for the purposes of the stock price targets will be the price per share paid in such change in control. In the event that the Company’s stock price by this measure falls between two stock price targets, linear interpolation between the two applicable stock price targets will be used to determine an additional portion of the EPA Program awards that will vest. Any portion of an EPA Program award that is not vested upon and after giving effect to a change in control will terminate. The Company accounts for the compensation expense associated with each tranche when it determines that achievement of a related business milestone is considered probable. As of September 30, 2022 , two tranches were considered probable. , the Company recorded stock-based compensation expense of $ 12.1 million and $ 37.7 million, respectively related to the EPA Program. As of September 30, 2022 , the Company had approximately $ 72.7 million of total unrecognized stock-based compensation expense for the business milestones currently considered probable of achievement, which will be recognized over an estimated weighted-average period of 2.3 years. As of September 30, 2022 , the Company had approximately $ 172.4 million of total unrecognized stock-based compensation expense for the business milestones currently considered not probable of achievement. Restricted Stock Units Restricted stock unit activity under the Plans are as follows: Number of Weighted Balance as of December 31, 2021 10,555 $ 14.48 Granted 10,467 14.17 Vested ( 3,795 ) 12.79 Forfeited ( 849 ) 16.33 Balance as of September 30, 2022 16,378 $ 14.52 The fair value of restricted stock units which vested during the nine months ended September 30, 2022 and September 30, 2021 was $ 53.3 million and $ 156.3 million, respectively. As of September 30, 2022 , unrecognized compensation costs related to restricted stock units granted were $ 219.0 million and are expected to be recognized over a weighted average period of 3.0 years. Stock-Based Compensation Expense Total stock-based compensation expense recognized in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for all equity awards is as follows (amounts in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Research and development $ 17,233 $ 7,489 $ 45,255 $ 20,490 General and administrative 16,345 5,238 47,730 15,520 Total stock-based compensation expense $ 33,578 $ 12,727 $ 92,985 $ 36,010 |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Note 10. Earnings (Loss) Per Share Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share adjusts basic earnings per share for the potentially dilutive impact of stock options and warrants. As the Company has reported a loss for the three and nine months ended September 30, 2022, potentially dilutive securities including stock options and warrants, are antidilutive and accordingly, basic net loss per share equals diluted net loss per share. The following table sets forth the computation of basic and diluted earnings (loss) per Class A Common Stock and Class B Common Stock (amounts in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net income (loss) attributable to common stockholders - Basic $ ( 117,660 ) $ 15,351 $ ( 302,841 ) $ 21,260 Less: Change in fair value of assumed common stock warrant liabilities — ( 68,934 ) — ( 168,674 ) Net loss attributable to common stockholders - Diluted $ ( 117,660 ) $ ( 53,583 ) $ ( 302,841 ) $ ( 147,414 ) Denominator: Weighted average Class A and Class B Common Stock outstanding - Basic 434,051 417,829 431,654 397,370 Effect of dilutive shares — 2,820 — 6,999 Weighted average Class A and Class B Common Stock - Diluted 434,051 420,649 431,654 404,369 Net income (loss) per share attributable to Class A and Class B Common stockholders - Basic $ ( 0.27 ) $ 0.04 $ ( 0.70 ) $ 0.05 Net loss per share attributable to Class A and Class B Common stockholders - Diluted $ ( 0.27 ) $ ( 0.13 ) $ ( 0.70 ) $ ( 0.36 ) Basic and diluted earnings per share was the same for the three and nine months ended September 30, 2022, as the inclusion of all potential Class A Common Stock and Class B Common Stock outstanding would have been anti-dilutive. The following table presents the potential common stock outstanding that was excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been anti-dilutive (amounts in thousands): As of September 30, 2022 2021 Options outstanding 48,610 43,177 Restricted stock units 16,378 10,998 Total 64,988 54,175 |
Joint Venture and Redeemable No
Joint Venture and Redeemable Non-Controlling Interest | 9 Months Ended |
Sep. 30, 2022 | |
Joint Venture And Non Controlling Interest [Abstract] | |
Joint Venture and Redeemable Non-Controlling Interest | Note 11. Joint Venture and Redeemable Non-Controlling Interest As described in Note 2, in September 2018, the Company entered into a JVA with VWGoA and VGA and formed QSV. The Company determined the entity was a VIE with a related party, and the Company’s operations were more closely associated with QSV. As such, the Company consolidates QSV for financial reporting purposes, and a non-controlling interest is recorded for VGA’s interest in the net assets and operations of QSV’s operations to the extent of the VGA investment. The Company’s Condensed Consolidated Balance Sheets includes $ 3.4 million cash and cash equivalents of QSV as of September 30, 2022 and December 31, 2021. Although the Company has consolidated the net assets of QSV, it has no right to the use of those assets for its standalone operations. The following table sets forth the change in redeemable non-controlling interest for the nine months ended September 30, 2022 and 2021 (amounts in thousands): Redeemable Balance as of December 31, 2021 $ 1,693 Net loss attributable to redeemable non-controlling interest in QSV ( 2 ) Balance as of September 30, 2022 $ 1,691 Redeemable Balance as of December 31, 2020 $ 1,704 Net loss attributable to redeemable non-controlling interest in QSV ( 10 ) Balance as of September 30, 2021 $ 1,694 In May 2020, the Company amended the JVA and other related agreements regarding QSV in connection with VGA’s investment of $ 200.0 million in the Company’s Series F convertible preferred stock. The Company determined the amendments represented a reconsideration event and determined that QSV is still a variable interest entity. As the significance and nature of the business of QSV continues to be more aligned with the core business of the Company and the Company continues to absorb a majority of the variability associated with QSV’s anticipated economic performance, the Company continues to be the related party most closely associated with QSV. In September 2020, the Company entered into an agreement with VWGoA under which the Company agreed to reserve $ 134.0 million from the aggregate proceeds of the Series F Preferred Stock financings and the Business Combination to fund its expected equity contributions to QSV, which amounts are included in cash and cash equivalents in the accompanying Condensed Consolidated Balance Sheets as of September 30, 2022 . |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain prior period balances have been reclassified to conform to the current period presentation in the consolidated financial statements and the accompanying notes. On November 25, 2020 , the Company consummated the Business Combination Agreement dated September 2, 2020 , with Legacy QuantumScape surviving the merger as a wholly owned subsidiary of the Company. At the effective time of the Merger, and subject to the terms and conditions of the Business Combination Agreement, each share of Legacy QuantumScape Class A common stock, par value $ 0.0001 per share, and each share of the Legacy QuantumScape Preferred Stock that was convertible into a share of Legacy QuantumScape Class A Common Stock, was canceled and converted into the right to receive the number of shares of the Company’s Class A Common Stock, $ 0.0001 par value per share (the “Class A Common Stock”), equal to 4.02175014920 (the “Exchange Ratio”), and each share of Legacy QuantumScape Class B Common Stock, par value $ 0.0001 per share, and each share of the Legacy QuantumScape Preferred Stock that was convertible into a share of Legacy QuantumScape Class B Common Stock was canceled and converted into the right to receive the number of shares of the Company’s Class B Common Stock, $ 0.0001 par value per share equal to the Exchange Ratio. Pursuant to the Business Combination Agreement, the merger between Merger Sub and Legacy QuantumScape was accounted for as a reverse recapitalization in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, Kensington was treated as the “acquired” company and Legacy QuantumScape was treated as the acquirer for financial reporting purposes. Legacy QuantumScape was determined to be the accounting acquirer based on the following predominant factors: • Legacy QuantumScape’s shareholders have the largest portion of voting rights in the Company; • the Company’s Board of Directors (the “Board”) and management are primarily composed of individuals associated with Legacy QuantumScape; and • Legacy QuantumScape was the larger entity based on historical operating activity and Legacy QuantumScape has the larger employee base at the time of the Business Combination. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Legacy QuantumScape issuing stock for the net assets of Kensington, accompanied by a recapitalization. The net assets of Kensington were stated at historical cost, with no goodwill or other intangible assets recorded. |
Principles of Consolidation | Principles of Consolidation The Company’s policy is to consolidate all entities that it controls by ownership of a majority of the outstanding voting stock. In addition, the Company consolidates entities that meet the definition of a variable interest entity (“VIE”) for which the Company is the related party most closely associated with and is the primary beneficiary. The primary beneficiary is the party who has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity. For consolidated entities that are less than wholly owned, the third party’s holding of an equity interest is presented as redeemable non-controlling interests in the Company’s Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Redeemable Non-Controlling Interest and Stockholders’ Equity. The portion of net earnings (loss) attributable to the redeemable non-controlling interests is presented as net income (loss) attributable to non-controlling interests in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The Company was a single-legal entity prior to becoming a partner with Volkswagen in QSV Operations LLC (“QSV”). As noted in the section titled “ Joint Venture and Redeemable Non-Controlling Interest ” below, the Company determined QSV was a VIE for which it was required to consolidate the operations upon its formation in 2018. The Company continued to consolidate the operations of QSV in the nine months ended September 30, 2022, as the determination of the VIE has not changed. All intercompany accounts and transactions are eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of commitments and contingencies at the date of the financial statements as well as reported amounts of expenses during the reporting periods. Estimates made by the Company include, but are not limited to, those related to the valuation of common stock prior to the Business Combination, valuation of awards under the Extraordinary Performance Award Program (the “EPA Program”), and valuation of Assumed Common Stock Warrants among others. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from those estimates. |
Unaudited Interim Condensed Consolidated Financial Statements | Unaudited Interim Condensed Consolidated Financial Statements The accompanying interim Condensed Consolidated Balance Sheets as of September 30, 2022, the interim Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), the interim Condensed Consolidated Statements of Redeemable Non-Controlling Interest and Stockholders’ Equity for the three and nine months ended September 30, 2022 and 2021, and the interim Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and 2021, are unaudited. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in management’s opinion, include adjustments consisting of only normal recurring adjustments necessary for the fair statement of the Company’s financial position as of September 30, 2022 and its results of operations for the three and nine months ended September 30, 2022 and 2021, and cash flows for the nine months ended September 30, 2022 and 2021. The financial data and the other financial information disclosed in the notes to these condensed consolidated financial statements related to the three and nine months are also unaudited. The results of operations for the three and nine months ended September 30, 2022 and 2021 are not necessarily indicative of the results to be expected for the full fiscal year or any other period. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the related notes included in the Company’s audited annual consolidated financial statements for the year ended December 31, 2021, included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 , filed on February 28, 2022 (the “Annual Report”). |
Joint Venture and Redeemable Non-Controlling Interest | Joint Venture and Redeemable Non-Controlling Interest QSV was incorporated as a limited liability company in 2018. Volkswagen Group of America, Inc. (“VWGoA”), Volkswagen Group of America Investments, LLC (“VGA”) and QuantumScape executed a Joint Venture Agreement (“JVA”), effective September 2018, with the goal of jointly establishing a manufacturing facility to produce the pilot line of the Company’s product through QSV. In connection with this agreement, the parties also have entered into two operating agreements: (i) the Limited Liability Company Agreement of QSV to govern the respective rights and obligations as members of QSV and (ii) the Common IP License Agreement for the Company to license certain intellectual property rights pertaining to automotive battery cells as defined in the JVA to VWGoA, VGA and QSV. Volkswagen is a related party stockholder (approximately 21.6 % and 19.8 % voting interest holder of the Company as of September 30, 2022 and December 31, 2021 , respectively). Upon the effectiveness of the JVA, each party contributed $ 1.7 million in cash to capitalize QSV in exchange for 50 % equity interests. The joint venture is considered a VIE with a related party and therefore the related party whose business is more closely related to the planned operations of the joint venture is required to consolidate the operations. The Company determined its operations were most closely aligned with the operations of the joint venture and therefore has consolidated the results of QSV’s operations in its Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), and Condensed Consolidated Statements of Redeemable Non-Controlling Interest and Stockholders’ Equity. QSV had minimal operations through September 30, 2022. The Company classifies non-controlling interests with redemption features that are not solely within the control of the Company within temporary equity on the Company’s Condensed Consolidated Balance Sheets in accordance with ASC 480-10-S99-3A, SEC Staff Announcement: Classification and Measurement of Redeemable Securities (“ASC 480-10-S99-3A”). The non-controlling interest was recorded outside of stockholders’ equity because the non-controlling interest provides the holder with put rights in the event of, amongst others, (i) the failure by the Company to meet specified development milestones within certain timeframes, (ii) the parties to the JVA cannot agree to certain commercial terms within certain timeframes, or (iii) a change of control of the Company, which such events are considered not solely within the Company’s control. The Company adjusts redeemable non-controlling interests for the portion of net loss attributable to the redeemable non-controlling interests. As of September 30, 2022 , the redeemable non-controlling interest is equivalent to the value of Volkswagen’s interest in the joint venture. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents and marketable securities. As of September 30, 2022 and December 31, 2021 , approximately $ 231.9 million and $ 227.8 million of our total cash and cash equivalents and marketable securities are held in U.S. money market funds, and $ 616.5 million and $ 722.3 million are invested in U.S. government and agency securities, respectively. The Company seeks to mitigate its credit risk with respect to cash and cash equivalents and marketable securities by making deposits with large, reputable financial institutions and investing in high credit rated shorter-term instruments. |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents and Restricted Cash Management considers all highly liquid investments with an insignificant interest rate risk and original maturities of three months or less to be cash equivalents. Restricted cash is maintained under an agreement that legally restricts the use of such funds and is reported within other assets as the date of availability or disbursement for all restricted cash is more than one year from September 30, 2022. Restricted cash is comprised of $ 17.5 million, as of both September 30, 2022 and December 31, 2021 , all of which is pledged as a form of security for the Company’s lease agreements for its headquarters and pre-pilot manufacturing facilities. |
Marketable Securities | Marketable Securities The Company’s investment policy is consistent with the definition of available-for-sale securities. The Company does not buy and hold securities principally for the purpose of selling them in the near future. The Company’s policy is focused on the preservation of capital, liquidity, and return. From time to time, the Company may sell certain securities, but the objectives are generally not to generate profits on short-term differences in price. These securities are carried at estimated fair value with unrealized holding gains and losses included in other comprehensive loss in stockholders’ equity until realized. Gains and losses on marketable security transactions are reported on the specific-identification method. Dividend and interest income are recognized when earned. |
Fair Value Measurement | Fair Value Measurement The Company applies fair value accounting for all financial assets and liabilities measured on a recurring and nonrecurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance established a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, used to determine the fair value of its financial instruments. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. • Level 1 – Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. • Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets and liabilities. • Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. |
Property and Equipment | Property and Equipment Property and equipment are recorded at historical cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful life of the related asset. Improvements that increase functionality of the fixed asset are capitalized and depreciated over the asset’s remaining useful life. Construction-in-progress is not depreciated until the asset is placed in service. Fully depreciated assets are retained in property and equipment, net, until removed from service. The estimated useful lives of assets are generally as follows: Computer equipment, hardware, and software 3 - 5 years Furniture and fixtures 7 - 10 years Machinery and equipment 3 - 10 years Leasehold improvements Shorter of the lease term (including estimated renewals) or the estimated useful lives of the improvements |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates the carrying value of long-lived assets when indicators of impairment exist. The carrying value of a long-lived asset is considered impaired when the estimated separately identifiable, undiscounted cash flows from such an asset are less than the carrying value of the asset. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. During the three and nine months ended September 30, 2022, the Company incurred cancellation charges of $ 11.3 million related to the purchase of equipment. This amount includes a write-off of $ 7.8 million of previously capitalized amounts, and $ 3.5 million for the estimated loss contingency recorded in accrued liabilities. The Company canceled the purchase to focus on the development of equipment designed to deliver higher throughput for the same process step. These charges are recorded in Research and Development expense in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). There was no material impairment charge in the three and nine months ended September 30, 2021. |
Leases | Leases The Company classifies arrangements meeting the definition of a lease as operating or financing leases, and leases are recorded on the Condensed Consolidated Balance Sheets as both a right-of-use (“ROU”) asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate which is the rate incurred to borrow on a collateralized basis over a similar term. Lease liabilities are increased by interest and reduced by payments each period, and the ROU asset is reduced over the lease term. For operating leases, interest on the lease liability and the non-cash lease expense result in straight-line rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the ROU asset results in front-loaded expense over the lease term. Variable lease expenses, including common maintenance fees, insurance and property tax, are recorded when incurred. In calculating the right-of-use asset and lease liability, the Company elects to combine lease and non-lease components for all classes of assets. The Company excludes short-term leases having initial terms of 12 months or less as an accounting policy election, and instead recognizes rent expense on a straight-line basis over the lease term. |
Assumed Common Stock Warrants Liability | Assumed Common Stock W arrants Liability The Company assumed 11,499,989 Public Warrants and 6,650,000 Private Placement Warrants (the "Assumed Common Stock Warrants") upon the Business Combination, all of which were issued in connection with Kensington’s initial public offering (other than 75,000 Private Placement Warrants that were issued in connection with the closing of the Business Combination, which are referred to as the Working Capital Warrants) and entitled each holder to purchase one share of Class A Common Stock at an exercise price of $ 11.50 per share. The Company evaluated the Assumed Common Stock Warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity (“ASC 815-40”) and concluded they did not meet the criteria to be classified in stockholders’ equity. Specifically, the exercise of the Assumed Common Stock Warrants could have been settled in cash upon the occurrence of a tender offer or exchange that involves 50 % or more of our holders of Class A Common Stock. Because not all of the voting stockholders need to participate in such tender offer or exchange to trigger the potential cash settlement and the Company does not control the occurrence of such an event, the Company concluded that the Assumed Common Stock Warrants did not meet the conditions to be classified in equity. Since the Assumed Common Stock Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the Condensed Consolidated Balance Sheets at fair value, with subsequent changes in their respective fair values recognized in the change in fair value of Assumed Common Stock Warrant liabilities within the Condensed Consolidated Statement of Operations and Condensed Comprehensive Income (Loss) at each reporting date prior to exercise or redemption. The Public Warrants were publicly traded and thus had an observable market price to estimate fair value, and the Private Placement Warrants were effectively valued similar to the Public Warrants when the Public Warrants were publicly traded, and consistent with the intrinsic value of the Company’s common stock subsequent to the redemption of the Public Warrants. As described in Note 8 below, all Public Warrants and Private Placement Warrants were exercised or redeemed during the year ended December 31, 2021 . |
Segments | Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in one operating segment and one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. |
Research and Development Cost | Research and Development Cost Costs related to research and development are expensed as incurred. |
General and Administrative Expenses | General and Administrative Expenses General and administrative expenses represent costs incurred by the Company in managing the business, including salary, benefits, incentive compensation, marketing, insurance, professional fees and other operating costs associated with the Company’s non-research and development activities. |
Stock-Based Compensation | Stock-Based Compensation The Company measures and recognizes compensation expense for all stock-based awards made to employees, directors, and non-employees, including stock options, restricted share units and restricted shares, based on estimated fair values recognized over the requisite service period. The fair values of options granted with only service conditions are estimated on the grant date using the Black-Scholes option pricing model. This valuation model for stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in the calculation, including the expected term (weighted-average period of time that the options granted are expected to be outstanding), the volatility of the Company’s common stock, and an assumed risk-free interest rate. The Company accounts for forfeitures when they occur. The fair values of options granted with performance (e.g. business milestone) and market conditions (e.g. stock price target) are estimated at the grant date using a Monte Carlo simulation model. The model determined the grant date fair value of each vesting tranche and the future date when the market condition for such tranche is expected to be achieved. The Monte Carlo valuation requires the Company to make assumptions and judgements about the variables used in the calculation including the expected term, volatility of the Company's common stock, an assumed risk-free interest rate, and cost of equity. For performance-based awards with a vesting schedule based entirely on the attainment of both performance and market conditions, each quarter the Company assesses whether it is probable that it will achieve each performance condition that has not previously been achieved or deemed probable of achievement and if so, the future time when the Company expects to achieve that business milestone, or its “expected business milestone achievement time.” When the Company first determines that a business milestone has become probable of being achieved, the Company allocates the entire expense for the related tranche over the number of quarters between the grant date and the then-applicable “expected vesting date.” The “expected vesting date” at any given time is generally the later of (i) the expected time when the performance condition will be achieved (if the related performance condition has not yet been achieved) and (ii) the expected time when the market condition will be achieved (if the related market condition has not yet been achieved). The Company immediately recognizes a cumulative catch-up expense for all accumulated expense for the quarters from the grant date through the quarter in which the performance condition was first deemed probable of being achieved. Each quarter thereafter, the Company recognizes the prorated portion of the then-remaining expense for the tranche based on the number of quarters between such quarter and the then-applicable expected vesting date, except that upon vesting of a tranche, all remaining expense for that tranche is immediately recognized. The Company accounts for forfeitures when they occur. The Company estimates the fair value of restricted stock units based on the closing price of the Company’s Class A Common Stock on the date of grant. The Company’s 2020 Employee Stock Purchase Plan (“ESPP”) is compensatory in accordance with ASC 718-50-25. The Company measures and recognizes compensation expense for shares to be issued under the ESPP based on estimated grant date fair value recognized on a straight-line basis over the offering period. The ESPP provides eligible employees with the opportunity to purchase shares of the Company’s Class A Common Stock at a discount through payroll deductions. A participant may purchase a maximum of 1,000 shares of Class A Common Stock during each six-month offering period. As of September 30, 2022 , 11.6 million shares of Class A Common Stock were reserved for future issuance under the ESPP. During the nine months ended September 30, 2022 , 218,200 shares were purchased under the ESPP. |
Income Taxes | Income Taxes The Company accounts for income taxes under an asset and liability approach. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and operating loss carryforwards, measured by applying currently enacted tax laws. Valuation allowances are provided when necessary to reduce net deferred tax assets to an amount that is more likely than not to be realized. The Company recognizes tax liabilities based upon its estimate of whether, and the extent to which, additional taxes will be due when such estimates are more likely than not to be sustained. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. The Company has no provision for income taxes for the three and nine months ended September 30, 2022 and 2021 . The Company has no current tax expense from losses and no deferred expense from the valuation allowance. The Company’s effective tax rate differs from the U.S. statutory rate primarily due to a valuation allowance against its net deferred tax assets as it is more likely than not that some or all of the deferred tax assets will not be realized. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Property and Equipment and Their Estimated Useful Lives of Assets | The estimated useful lives of assets are generally as follows: Computer equipment, hardware, and software 3 - 5 years Furniture and fixtures 7 - 10 years Machinery and equipment 3 - 10 years Leasehold improvements Shorter of the lease term (including estimated renewals) or the estimated useful lives of the improvements |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets Subject to Fair Value Measurements on Recurring Basis | The Company’s financial assets subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows (amounts in thousands): Fair Value Measured as of September 30, 2022 Level 1 Level 2 Total Assets included in: Money market funds (1) $ 231,866 $ — $ 231,866 Commercial paper (2) — 107,198 107,198 U.S. government securities (2) — 616,489 616,489 Corporate notes and bonds (2) — 196,575 196,575 Total fair value $ 231,866 $ 920,262 $ 1,152,128 Fair Value Measured as of December 31, 2021 Level 1 Level 2 Total Assets included in: Money market funds (1) $ 227,826 $ — $ 227,826 Commercial paper (2) — 233,400 233,400 U.S. government securities (2) — 722,310 722,310 Corporate notes and bonds (2) — 257,384 257,384 Total fair value $ 227,826 $ 1,213,094 $ 1,440,920 (1) Money market funds are included in cash and cash equivalents on the Condensed Consolidated Balance Sheets. (2) As of September 30, 2022 and December 31, 2021 , marketable securities with original maturities of three months or less of $ 62.9 million and $ 86.1 million, respectively, are included in cash and cash equivalents on the Condensed Consolidated Balance Sheets. |
Summary of Major Security Type Assets That Measured at Fair Value on Recurring Basis | The fair value as of September 30, 2022 and December 31, 2021 are as follows (amounts in thousands): September 30, 2022 Amortized Cost Gross Gross Fair Value Level 1 securities Money market funds $ 231,866 $ — $ — $ 231,866 Level 2 securities Commercial paper 107,198 — — 107,198 U.S. government securities 629,591 7 ( 13,109 ) 616,489 Corporate notes and bonds 205,551 — ( 8,976 ) 196,575 Total $ 1,174,206 $ 7 $ ( 22,085 ) $ 1,152,128 December 31, 2021 Amortized Cost Gross Gross Fair Value Level 1 securities Money market funds $ 227,826 $ — $ — $ 227,826 Level 2 securities Commercial paper 233,400 — — 233,400 U.S. government securities 724,554 — ( 2,244 ) 722,310 Corporate notes and bonds 259,348 — ( 1,964 ) 257,384 Total $ 1,445,128 $ — $ ( 4,208 ) $ 1,440,920 |
Summary of Additional Information Gross Unrealized Losses and Fair Value By Major Security For Marketable Securities | The following tables display additional information regarding gross unrealized losses and fair value by major security type for the 100 and 118 marketable securities in an unrealized loss position as of September 30, 2022 and December 31, 2021, respectively (amounts in thousands): September 30, 2022 Less than 12 Consecutive Months 12 Consecutive Months or Longer Total Gross Fair Value Gross Fair Value Gross Fair Value U.S. government securities $ ( 7,873 ) $ 497,088 $ ( 5,236 ) $ 107,960 $ ( 13,109 ) $ 605,048 Corporate notes and bonds ( 1,395 ) 48,643 ( 7,581 ) 147,932 ( 8,976 ) 196,575 Total $ ( 9,268 ) $ 545,731 $ ( 12,817 ) $ 255,892 $ ( 22,085 ) $ 801,623 December 31, 2021 Less than 12 Consecutive Months 12 Consecutive Months or Longer Total Gross Fair Value Gross Fair Value Gross Fair Value U.S. government securities $ ( 2,239 ) $ 700,318 $ ( 5 ) $ 17,011 $ ( 2,244 ) $ 717,329 Corporate notes and bonds ( 1,964 ) 257,384 — — ( 1,964 ) 257,384 Total $ ( 4,203 ) $ 957,702 $ ( 5 ) $ 17,011 $ ( 4,208 ) $ 974,713 |
Summary of Estimated Amortized Cost and Fair Value of Available-for-Sale Securities by Contractual Maturity | The estimated amortized cost and fair value of available-for-sale securities by contractual maturity as of September 30, 2022 are as follows (amounts in thousands): September 30, 2022 Amortized Cost Fair Value Due within one year $ 900,414 $ 893,149 Due after one year and through five years 273,792 258,979 Total $ 1,174,206 $ 1,152,128 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Property and Equipment | Property and equipment as of September 30, 2022 and December 31, 2021, consisted of the following (amounts in thousands): September 30, December 31, 2022 2021 Computer equipment, hardware, and software $ 6,402 $ 2,740 Furniture and fixtures 56,363 15,116 Machinery and equipment 108,615 66,953 Leasehold improvements 69,015 23,192 Construction-in-progress 88,802 101,420 Property and equipment, gross 329,197 209,421 Accumulated depreciation and amortization ( 60,972 ) ( 43,238 ) Property and equipment, net $ 268,225 $ 166,183 |
Schedule of Accrued Liabilities | Accrued liabilities as of September 30, 2022 and December 31, 2021, consisted of the following (amounts in thousands): September 30, December 31, 2022 2021 Accrued property and equipment $ 3,705 $ 1,815 Accrued facilities expense 728 1,637 Accrued purchase cancellation fees 3,508 31 Other 7,283 2,595 Accrued liabilities $ 15,224 $ 6,078 |
Schedule Of Other Liabilities | Other liabilities a s of September 30, 2022 and December 31, 2021, consisted of the following (amounts in thousands): September 30, December 31, 2022 2021 Long-term advance payments $ 2,415 $ 315 Asset retirement obligation 5,177 — Other liabilities $ 7,592 $ 315 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Summary of Lease Related Expense | The components of lease related expense are as follows (amounts in thousands): Three Months Ended Nine Months Ended Lease cost September 30, 2022 Finance lease costs: Amortization of right-of-use assets $ 718 $ 2,155 Interest on lease liabilities 600 1,807 Operating lease costs 2,310 6,568 Variable lease costs 620 1,753 Total lease expense $ 4,248 $ 12,283 |
Summary of Supplemental Cash Flow Information Related to Leases | The components of supplemental cash flow information related to leases are as follows (amounts in thousands): Nine Months Ended September 30, 2022 Operating outgoing cash flows - finance lease $ 1,207 Financing outgoing cash flows - finance lease 809 Operating outgoing cash flows - operating leases 2,572 Right-of-use assets obtained in exchange for new operating lease liabilities 28,845 |
Summary of Additional Information for Leases | The table below displays additional information for leases as of September 30, 2022: As of September 30, 2022 Finance lease Weighted-average remaining lease term - finance lease (in years) 10.00 Weighted-average discount rate - finance lease 6.06 % Operating lease Weighted-average remaining lease term - operating leases (in years) 9.9 Weighted-average discount rate - operating leases 6.36 % |
Summary of Future Minimum Payments | As of September 30, 2022, future minimum payments during the next five years and thereafter are as follows (amounts in thousands): Fiscal Year Operating Leases Finance Lease 2022 (remaining three months) $ 2,096 $ 403 2023 7,416 3,751 2024 8,847 5,131 2025 9,061 5,272 2026 9,025 5,417 2027 9,135 5,566 Thereafter 46,370 28,066 Total 91,950 53,606 Less present value discount ( 24,913 ) ( 14,417 ) Lease liabilities $ 67,037 $ 39,189 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Purchase Commitments | As of September 30, 2022, future minimum purchase commitments in aggregate during the next five years and thereafter are as follows (amounts in thousands): Fiscal Year Minimum Purchase Commitments 2022 (remaining three months) $ 391 2023 2,820 2024 3,191 2025 2,358 2026 1,891 2027 1,418 Thereafter — Total $ 12,069 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stock Option Activity | Stock option activity under the Plans, including the EPA Program discussed below is as follows: Number of Weighted Weighted Intrinsic value Balance as of December 31, 2021 (1) 53,078 $ 7.74 6.78 Cancelled and forfeited (2) ( 1,207 ) 16.82 — Exercised ( 3,261 ) 1.44 — Balance as of September 30, 2022 48,610 $ 7.94 6.13 $ 225,633 Vested and expected to vest as of September 30, 2022 (3) 40,295 $ 4.82 5.49 $ 225,633 Vested and exercisable as of September 30, 2022 30,765 $ 1.68 4.58 $ 207,022 (1) This includes 14.7 million options granted in December 2021 pursuant to the EPA Program. (2) This includes 0.8 million options forfeited from the EPA program. (3) This includes 5.5 million options granted pursuant to the EPA Program that are currently expected to vest. None of the options granted pursuant to the EPA Program were vested and exercisable as of September 30, 2022 . |
Summary of Vesting Tranches | Each of the five Tranches vest only if the Company achieves one of the business milestones (in addition to the business milestones already achieved in a prior Tranche) and achieves the applicable stock price target on or after the business milestone is achieved, within 10 years of the initial grants. Additionally, in order to vest in any Tranche, Participants generally must continue to provide service through the date of vesting in the same position, or a similar or higher role, as when the EPA Program awards are granted. Tranche Business Milestone Requirement Stock Price Target 1 Achievement of 1 business milestone $ 60 2 Achievement of 2 business milestones (inclusive of the business milestone applicable to Tranche 1) $ 120 3 Achievement of 3 business milestones (inclusive of the business milestone applicable to Tranche 2) $ 180 4 Achievement of 4 business milestones (inclusive of the business milestone applicable to Tranche 3) $ 240 5 Achievement of 5 business milestones (inclusive of the business milestone applicable to Tranche 4) $ 300 |
Schedule of Restricted Stock Unit Activity | Restricted stock unit activity under the Plans are as follows: Number of Weighted Balance as of December 31, 2021 10,555 $ 14.48 Granted 10,467 14.17 Vested ( 3,795 ) 12.79 Forfeited ( 849 ) 16.33 Balance as of September 30, 2022 16,378 $ 14.52 |
Schedule of Stock-based Compensation Expense | Total stock-based compensation expense recognized in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for all equity awards is as follows (amounts in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Research and development $ 17,233 $ 7,489 $ 45,255 $ 20,490 General and administrative 16,345 5,238 47,730 15,520 Total stock-based compensation expense $ 33,578 $ 12,727 $ 92,985 $ 36,010 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Schedule Of Earnings Per Share Basic And Diluted [Abstract] | |
Summary of Basic and Diluted Earnings (Loss) per Share of Common Stock | The following table sets forth the computation of basic and diluted earnings (loss) per Class A Common Stock and Class B Common Stock (amounts in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net income (loss) attributable to common stockholders - Basic $ ( 117,660 ) $ 15,351 $ ( 302,841 ) $ 21,260 Less: Change in fair value of assumed common stock warrant liabilities — ( 68,934 ) — ( 168,674 ) Net loss attributable to common stockholders - Diluted $ ( 117,660 ) $ ( 53,583 ) $ ( 302,841 ) $ ( 147,414 ) Denominator: Weighted average Class A and Class B Common Stock outstanding - Basic 434,051 417,829 431,654 397,370 Effect of dilutive shares — 2,820 — 6,999 Weighted average Class A and Class B Common Stock - Diluted 434,051 420,649 431,654 404,369 Net income (loss) per share attributable to Class A and Class B Common stockholders - Basic $ ( 0.27 ) $ 0.04 $ ( 0.70 ) $ 0.05 Net loss per share attributable to Class A and Class B Common stockholders - Diluted $ ( 0.27 ) $ ( 0.13 ) $ ( 0.70 ) $ ( 0.36 ) |
Summary of Potential Common Stock Outstanding Excluded from Computation of Diluted Net Loss Per Share | The following table presents the potential common stock outstanding that was excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been anti-dilutive (amounts in thousands): As of September 30, 2022 2021 Options outstanding 48,610 43,177 Restricted stock units 16,378 10,998 Total 64,988 54,175 |
Joint Venture and Redeemable _2
Joint Venture and Redeemable Non-Controlling Interest (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Joint Venture And Non Controlling Interest [Abstract] | |
Schedule of Change in Redeemable Non-Controlling Interest | The following table sets forth the change in redeemable non-controlling interest for the nine months ended September 30, 2022 and 2021 (amounts in thousands): Redeemable Balance as of December 31, 2021 $ 1,693 Net loss attributable to redeemable non-controlling interest in QSV ( 2 ) Balance as of September 30, 2022 $ 1,691 Redeemable Balance as of December 31, 2020 $ 1,704 Net loss attributable to redeemable non-controlling interest in QSV ( 10 ) Balance as of September 30, 2021 $ 1,694 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 02, 2020 $ / shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Jun. 30, 2021 shares | Sep. 30, 2022 USD ($) Segment $ / shares shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) $ / shares | Sep. 30, 2018 Agreement | |
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Goodwill or other intangible assets | $ 0 | $ 0 | ||||||
Number of operating agreements of joint venture parties | Agreement | 2 | |||||||
Restricted cash | 17,500,000 | 17,500,000 | $ 17,500,000 | |||||
Cancellation charges incurred related to purchase of equipment | 11,300,000 | 11,300,000 | ||||||
Impairment of long-lived assets | 7,800,000 | $ 7,806,000 | ||||||
Number of reportable segment | Segment | 1 | |||||||
Number of operating segment | Segment | 1 | |||||||
Provision for income taxes | 0 | $ 0 | $ 0 | $ 0 | ||||
Current income tax expense (benefit) | 0 | 0 | 0 | 0 | ||||
Deferred income tax expense (benefit) | 0 | $ 0 | 0 | $ 0 | ||||
Accrued Liabilities | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Estimated loss contingency | $ 3,500,000 | $ 3,500,000 | ||||||
Legacy Quantum Scape | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Business combination, effective date of acquisition | Nov. 25, 2020 | |||||||
Business combination, date of acquisition agreement | Sep. 02, 2020 | |||||||
Business combination exchange ratio | 4.02175014920 | |||||||
Public Warrants | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Warrant exercisable number of shares | shares | 1 | 1 | ||||||
Warrants sold | shares | 11,499,989 | |||||||
Warrants exercise price per share | $ / shares | $ 11.50 | $ 11.50 | ||||||
Minimum percentage of class A stockholders required for settlement of shares | 50% | 50% | ||||||
Private Placement Warrants | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Warrants sold | shares | 6,650,000 | |||||||
Warrant issued in connection with the closing of business combination | shares | 75,000 | |||||||
Class A Common Stock | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Number of shares purchased | shares | 218,200 | |||||||
Class A Common Stock | Legacy Quantum Scape | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||
Class A Common Stock | 2020 Equity Employee Stock Purchase Plan | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Common stock reserved for future issuance | shares | 11,600,000 | 11,600,000 | ||||||
Class A Common Stock | 2020 Equity Employee Stock Purchase Plan | Maximum | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Purchase of common stock | shares | 1,000 | |||||||
Class B Common Stock | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Class B Common Stock | Legacy Quantum Scape | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||
US Government Money Market Fund and Marketable Securities | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Investment securities | $ 231,900,000 | $ 231,900,000 | $ 227,800,000 | |||||
U.S. Government and Agency Securities | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Investment securities | 616,500,000 | $ 616,500,000 | $ 722,300,000 | |||||
JVA | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Percentage of joint venture holders voting interest | 21.60% | 19.80% | ||||||
Contribution in exchange for equity interests | $ 1,700,000 | $ 1,700,000 | ||||||
Equity interests percentage | 50% | 50% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Property and Equipment and Their Estimated Useful Lives (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Computer Equipment, Hardware, and Software | Minimum | |
Summary Of Significant Accounting Policies [Line Items] | |
Estimated useful lives of assets | 3 years |
Computer Equipment, Hardware, and Software | Maximum | |
Summary Of Significant Accounting Policies [Line Items] | |
Estimated useful lives of assets | 5 years |
Furniture and Fixtures | Minimum | |
Summary Of Significant Accounting Policies [Line Items] | |
Estimated useful lives of assets | 7 years |
Furniture and Fixtures | Maximum | |
Summary Of Significant Accounting Policies [Line Items] | |
Estimated useful lives of assets | 10 years |
Machinery and Equipment | Minimum | |
Summary Of Significant Accounting Policies [Line Items] | |
Estimated useful lives of assets | 3 years |
Machinery and Equipment | Maximum | |
Summary Of Significant Accounting Policies [Line Items] | |
Estimated useful lives of assets | 10 years |
Leasehold Improvements | |
Summary Of Significant Accounting Policies [Line Items] | |
Estimated useful lives of assets | Shorter of the lease term (including estimated renewals) or the estimated useful lives of the improvements |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements - Additional Information (Details) | Sep. 30, 2022 |
ASU 2020-06 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Change in accounting principle, accounting standards update, adopted | true |
Change in accounting principle, accounting standards update, adoption date | Jan. 01, 2022 |
Change in accounting principle, accounting standards update, immaterial effect | true |
ASU 2021-10 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Change in accounting principle, accounting standards update, adopted | true |
Change in accounting principle, accounting standards update, adoption date | Jan. 01, 2022 |
Change in accounting principle, accounting standards update, immaterial effect | true |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Financial Assets Subject to Fair Value Measurements on Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value assets | $ 1,152,128 | $ 1,440,920 | |
Money Market Funds | |||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value assets | [1] | 231,866 | 227,826 |
Commercial Paper | |||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value assets | [2] | 107,198 | 233,400 |
U.S. Government Securities | |||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value assets | [2] | 616,489 | 722,310 |
Corporate Notes and Bonds | |||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value assets | [2] | 196,575 | 257,384 |
Level 1 | |||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value assets | 231,866 | 227,826 | |
Level 1 | Money Market Funds | |||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value assets | [1] | 231,866 | 227,826 |
Level 2 | |||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value assets | 920,262 | 1,213,094 | |
Level 2 | Commercial Paper | |||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value assets | [2] | 107,198 | 233,400 |
Level 2 | U.S. Government Securities | |||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value assets | [2] | 616,489 | 722,310 |
Level 2 | Corporate Notes and Bonds | |||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value assets | [2] | $ 196,575 | $ 257,384 |
[1] Money market funds are included in cash and cash equivalents on the Condensed Consolidated Balance Sheets. As of September 30, 2022 and December 31, 2021 , marketable securities with original maturities of three months or less of $ 62.9 million and $ 86.1 million, respectively, are included in cash and cash equivalents on the Condensed Consolidated Balance Sheets. |
Fair Value Measurement - Summ_2
Fair Value Measurement - Summary of Financial Assets Subject to Fair Value Measurements on Recurring Basis (Parenthetical) (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value Disclosures [Abstract] | ||
Marketable securities | $ 62.9 | $ 86.1 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) Security | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) Security | |
Class of Stock [Line Items] | |||||
Financial liabilities subject to fair value measurements on recurring basis | $ 0 | $ 0 | $ 0 | ||
Proceeds from sale of available-for sale marketable securities | 0 | $ 51,000,000 | 15,200,000 | $ 173,300,000 | |
Allowance for credit losses | $ 0 | $ 0 | |||
Number of marketable securities in an unrealized loss position | Security | 100 | 118 |
Fair Value Measurement - Summ_3
Fair Value Measurement - Summary of Major Security Type Assets That Measured at Fair Value on Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Schedule of Available for Sale Securities [Line Items] | ||
Amortized Cost | $ 1,174,206 | $ 1,445,128 |
Unrealized Gain | 7 | |
Unrealized Loss | (22,085) | (4,208) |
Fair Value | 1,152,128 | 1,440,920 |
Level 1 | Money Market Funds | ||
Schedule of Available for Sale Securities [Line Items] | ||
Amortized Cost | 231,866 | 227,826 |
Fair Value | 231,866 | 227,826 |
Level 2 | Commercial Paper | ||
Schedule of Available for Sale Securities [Line Items] | ||
Amortized Cost | 107,198 | 233,400 |
Fair Value | 107,198 | 233,400 |
Level 2 | U.S. Government Securities | ||
Schedule of Available for Sale Securities [Line Items] | ||
Amortized Cost | 629,591 | 724,554 |
Unrealized Gain | 7 | |
Unrealized Loss | (13,109) | (2,244) |
Fair Value | 616,489 | 722,310 |
Level 2 | Corporate Notes and Bonds | ||
Schedule of Available for Sale Securities [Line Items] | ||
Amortized Cost | 205,551 | 259,348 |
Unrealized Loss | (8,976) | (1,964) |
Fair Value | $ 196,575 | $ 257,384 |
Fair Value Measurement - Summ_4
Fair Value Measurement - Summary of Gross Unrealized Losses and Fair Value for Marketable Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-sale [Line Items] | ||
Gross unrealized loss less than 12 consecutive months | $ (9,268) | $ (4,203) |
Gross unrealized loss 12 consecutive months or longer | (12,817) | (5) |
Total gross unrealized loss | (22,085) | (4,208) |
Fair value less than 12 consecutive months | 545,731 | 957,702 |
Fair value 12 consecutive months or longer | 255,892 | 17,011 |
Total fair value | 801,623 | 974,713 |
US Government Securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Gross unrealized loss less than 12 consecutive months | (7,873) | (2,239) |
Gross unrealized loss 12 consecutive months or longer | (5,236) | (5) |
Total gross unrealized loss | (13,109) | (2,244) |
Fair value less than 12 consecutive months | 497,088 | 700,318 |
Fair value 12 consecutive months or longer | 107,960 | 17,011 |
Total fair value | 605,048 | 717,329 |
Corporate Notes and Bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Gross unrealized loss less than 12 consecutive months | (1,395) | (1,964) |
Gross unrealized loss 12 consecutive months or longer | (7,581) | |
Total gross unrealized loss | (8,976) | (1,964) |
Fair value less than 12 consecutive months | 48,643 | 257,384 |
Fair value 12 consecutive months or longer | 147,932 | |
Total fair value | $ 196,575 | $ 257,384 |
Fair Value Measurement - Summ_5
Fair Value Measurement - Summary of Estimated Amortized Cost and Fair Value of Available-for-Sale Securities by Contractual Maturity (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Investments, Debt and Equity Securities [Abstract] | |
Amortized Cost, Due within one year | $ 900,414 |
Amortized Cost, Due after one year and through five years | 273,792 |
Total Amortized Cost | 1,174,206 |
Fair Value, Due within one year | 893,149 |
Fair Value, Due after one year and through five years | 258,979 |
Total Fair Value | $ 1,152,128 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 329,197 | $ 209,421 |
Accumulated depreciation and amortization | (60,972) | (43,238) |
Property and equipment, net | 268,225 | 166,183 |
Computer Equipment, Hardware, and Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 6,402 | 2,740 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 56,363 | 15,116 |
Machinery and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 108,615 | 66,953 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 69,015 | 23,192 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 88,802 | $ 101,420 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and amortization expense related to property and equipment | $ 8 | $ 2.9 | $ 18.3 | $ 8.1 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Accrued Liabilities, Current [Abstract] | ||
Accrued property and equipment | $ 3,705 | $ 1,815 |
Accrued facilities expense | 728 | 1,637 |
Accrued purchase cancellation fees | 3,508 | 31 |
Other | 7,283 | 2,595 |
Accrued liabilities | $ 15,224 | $ 6,078 |
Balance Sheet Components - Sc_3
Balance Sheet Components - Schedule of Other Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Other Liabilities, Noncurrent [Abstract] | ||
Long-term advance payments | $ 2,415 | $ 315 |
Asset retirement obligation | 5,177 | |
Other liabilities | $ 7,592 | $ 315 |
Leases - Additional Information
Leases - Additional Information (Details) | 1 Months Ended | 9 Months Ended | ||
Nov. 30, 2021 SquareFeet | Jun. 30, 2021 | Apr. 30, 2021 RenewalOption SquareFeet | Sep. 30, 2022 | |
Leases [Abstract] | ||||
Operating lease expiration, year | 2032 | |||
Operating lease extension expiration, month and year | 2032-09 | 2032-09 | 2032-09 | |
Operating lease, renewal term | 5 years | |||
Area of rentable space lease | SquareFeet | 222,000 | 197,000 | ||
Finance lease, existence of option to extend | true | true | ||
Finance lease, renewal term | 5 years | |||
Number of finance lease renewal options | RenewalOption | 2 | |||
Finance lease, option to extend | 10-year | |||
Lessee, operating lease, lease not yet commenced, description | The November 2021 leases commenced in November 2021, January 2022, and April 2022 and were classified as operating leases. The additional 10-year extension period has not been included in the calculation of the lease liability and right-of-use asset at the lease inception as the exercise of the option was not reasonably certain. |
Leases - Summary of Lease Relat
Leases - Summary of Lease Related Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Finance lease costs: | ||
Amortization of right-of-use assets- finance lease | $ 718 | $ 2,155 |
Interest on lease liabilities | 600 | 1,807 |
Operating lease costs | 2,310 | 6,568 |
Variable lease costs | 620 | 1,753 |
Total lease expense | $ 4,248 | $ 12,283 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related to Leases (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Leases [Abstract] | |
Operating outgoing cash flows - finance lease | $ 1,207 |
Financing outgoing cash flows - finance lease | 809 |
Operating outgoing cash flows - operating leases | 2,572 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 28,845 |
Leases - Summary of Additional
Leases - Summary of Additional Information for Lease (Details) | Sep. 30, 2022 |
Finance lease | |
Weighted-average remaining lease term - finance lease (in years) | 10 years |
Weighted-average discount rate - finance lease | 6.06% |
Operating lease | |
Weighted-average remaining lease term - operating leases (in years) | 9 years 10 months 24 days |
Weighted-average discount rate - operating leases | 6.36% |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Payments (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Leases [Abstract] | |
2022 (remaining three months) | $ 2,096 |
2023 | 7,416 |
2024 | 8,847 |
2025 | 9,061 |
2026 | 9,025 |
2027 | 9,135 |
Thereafter | 46,370 |
Total | 91,950 |
Less present value discount | (24,913) |
Lease liabilities | 67,037 |
2022 (remaining three months) | 403 |
2023 | 3,751 |
2024 | 5,131 |
2025 | 5,272 |
2026 | 5,417 |
2027 | 5,566 |
Thereafter | 28,066 |
Total | 53,606 |
Less present value discount | (14,417) |
Lease liabilities | $ 39,189 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 1 Months Ended | 9 Months Ended | ||||
Aug. 24, 2022 Suit | Jul. 22, 2022 Suit | Jun. 23, 2022 Suit | Jun. 07, 2022 Suit | Feb. 28, 2021 OfficerDirector Suit | Sep. 30, 2022 Suit | |
Commitments and Contingencies Disclosure [Abstract] | ||||||
Number of shareholder derivative suit filed | Suit | 4 | 4 | 4 | 4 | 2 | 4 |
Number of officers and directors in shareholder derivative suit | OfficerDirector | 11 | |||||
Other commitments, description | The Company's minimum purchase commitments consist of non-cancellable agreements to purchase goods and services, primarily for materials, and licenses and hosting services, entered into in the ordinary course of business. |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Purchase Commitments (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Minimum purchase commitments, 2022 (remaining three months) | $ 391 |
Minimum purchase commitments, 2023 | 2,820 |
Minimum purchase commitments, 2024 | 3,191 |
Minimum purchase commitments, 2025 | 2,358 |
Minimum purchase commitments, 2026 | 1,891 |
Minimum purchase commitments, 2027 | 1,418 |
Minimum purchase commitments, Total | $ 12,069 |
Assumed Common Stock Warrants -
Assumed Common Stock Warrants - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Class Of Warrant Or Right [Line Items] | |||
Non-cash change in fair value of assumed common stock warrant liabilities | $ 68,934 | $ 168,674 | |
Public Warrants | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants sold | 11,499,989 | ||
Warrants exercise price per share | $ 11.50 | ||
Warrant exercisable number of shares | 1 | ||
Private Placement Warrants | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants sold | 6,650,000 | ||
Warrant issued in connection with the closing of business combination | 75,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 Tranche $ / shares shares | Mar. 31, 2021 USD ($) shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) Tranche $ / shares shares | Sep. 30, 2021 USD ($) shares | Dec. 31, 2021 $ / shares shares | |
Class of Stock [Line Items] | |||||||
Shares authorized | shares | 1,350,000,000 | 1,350,000,000 | 1,350,000,000 | 1,350,000,000 | |||
Common stock, authorized | shares | 1,250,000,000 | 1,250,000,000 | 1,250,000,000 | 1,250,000,000 | |||
Preferred stock, authorized | shares | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | |||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock voting rights, description | The holder of each share of Class A Common Stock is entitled to one vote, and the holder of each share of Class B Common Stock is entitled to ten votes. | ||||||
Proceeds from common stock | $ 462,926,000 | ||||||
Options vesting period | 4 years | ||||||
Granted stock option | shares | 0 | 0 | |||||
Aggregate intrinsic value | $ 38,100,000 | $ 355,000,000 | |||||
Stock-based compensation unvested stock options not yet recognized | $ 7,900,000 | $ 7,900,000 | |||||
Expected to be recognized estimated weighted average period | 1 year 10 months 20 days | ||||||
Fair value of restricted stock vested | $ 53,300,000 | 156,300,000 | |||||
Stock-based compensation expense | 33,578,000 | $ 12,727,000 | $ 92,985,000 | 36,010,000 | |||
Restricted Stock Unit | |||||||
Class of Stock [Line Items] | |||||||
Expected to be recognized estimated weighted average period | 3 years | ||||||
Unrecognized compensation costs | 219,000,000 | $ 219,000,000 | |||||
EPA | |||||||
Class of Stock [Line Items] | |||||||
Options vesting period | 10 years | ||||||
Granted stock option | shares | 14,700,000 | ||||||
Expected to be recognized estimated weighted average period | 2 years 3 months 18 days | ||||||
Unrecognized compensation costs | 72,700,000 | $ 72,700,000 | |||||
Number of tranches | Tranche | 5 | 5 | |||||
Business milestones description | The compensation committee of the Board selected the following eleven business milestones for the EPA Program, of which one milestone must be achieved for each tranche.•Delivery of an A-sample battery cell that meets specifications agreed upon with an automaker•The validation by an auto maker of a completed B-sample battery cell (a B-sample battery cell is a functional, complete battery cell prototype produced from our pre-pilot or sample production line)•Delivery of at least 1-gigawatt hour (GWh) of battery cells to a single customer•Delivery of at least 3-gigawatt hour (GWh) of battery cells to each of three or more customers, with at least one of such customer being an auto maker•$5 billion in GAAP revenue over a period of trailing four quarters•$10 billion in GAAP revenue over a period of trailing four quarters•Total cumulative battery cell production of 500 GWh•Total cumulative battery cell production of 1,000 GWh•Adjusted EBITDA margin of at least 25% over four consecutive quarters•10% of worldwide market share in automotive battery cells (excluding China)•20% of worldwide market share in automotive battery cells (excluding China) | ||||||
Stock price targets description | To meet the stock price targets, the stock price must be sustained and not merely momentarily achieved. Except in the case of a change in control, the Company’s stock price for the purposes of assessing the stock price target will be the 120-day trailing average closing price (based on trading days), but a stock price target will not be achieved unless the trailing average closing price of the last 30 trading days of such 120-trading day period also meets or exceeds the applicable stock price target. For a stock price target for any given Tranche to be achieved, the last day of the 120-day measurement period must occur on or after the date that the requisite number of business milestones have been achieved for such Tranche. | ||||||
Number of Tranches Considered Probable | Tranche | 2 | ||||||
Stock-based compensation expense | 12,100,000 | $ 37,700,000 | |||||
EPA | Tranche 1 | |||||||
Class of Stock [Line Items] | |||||||
Stock price targets | 60 | ||||||
EPA | Tranche 2 | |||||||
Class of Stock [Line Items] | |||||||
Stock price targets | 120 | ||||||
EPA | Tranche 3 | |||||||
Class of Stock [Line Items] | |||||||
Stock price targets | 180 | ||||||
EPA | Tranche 4 | |||||||
Class of Stock [Line Items] | |||||||
Stock price targets | 240 | ||||||
EPA | Tranche 5 | |||||||
Class of Stock [Line Items] | |||||||
Stock price targets | 300 | ||||||
EPA | Milestones Currently, Not Probable of Achievement | |||||||
Class of Stock [Line Items] | |||||||
Unrecognized compensation costs | $ 172,400,000 | $ 172,400,000 | |||||
Class A Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Common stock, authorized | shares | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | |||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock, issued | shares | 332,869,000 | 356,140,000 | 356,140,000 | 332,869,000 | |||
Stock issuance costs | $ 15,500,000 | ||||||
Class A Common Stock | EPA | |||||||
Class of Stock [Line Items] | |||||||
Granted stock option | shares | 14,700,000 | ||||||
Granted stock option with in one year anniversary | shares | 2,100,000 | ||||||
Class A Common Stock | 2020 Equity Incentive Award Plan | |||||||
Class of Stock [Line Items] | |||||||
Common stock authorized for issuance | shares | 62,915,959 | 62,915,959 | |||||
Class A Common Stock | Maximum | 2020 Equity Incentive Award Plan | |||||||
Class of Stock [Line Items] | |||||||
Common stock authorized for issuance | shares | 69,846,580 | 69,846,580 | |||||
Class A Common Stock | March 2021 Public Offering | |||||||
Class of Stock [Line Items] | |||||||
Common stock, issued | shares | 11,960,000 | ||||||
Stock issuance costs | $ 15,500,000 | ||||||
Proceeds from common stock | $ 462,900,000 | ||||||
Class B Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Common stock, authorized | shares | 250,000,000 | 250,000,000 | 250,000,000 | 250,000,000 | |||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock, issued | shares | 95,450,000 | 79,454,000 | 79,454,000 | 95,450,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Stock Option Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 $ / shares shares | [1] | ||
Stockholders' Equity Note [Abstract] | ||||
Outstanding at the beginning of the period (in shares) | shares | 53,078 | [1] | ||
Cancelled and forfeited (in shares) | shares | (1,207) | [2] | ||
Exercised (in shares) | shares | (3,261) | [3] | ||
Outstanding at the end of the period (in shares) | shares | 48,610 | 53,078 | ||
Vested and expected to vest at the end of the period (in shares) | shares | 40,295 | |||
Vested and exercisable at the end of the period (in shares) | shares | 30,765 | |||
Outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 7.74 | [1] | ||
Cancelled and forfeited (in dollars per share) | $ / shares | 16.82 | [2] | ||
Exercised (in dollars per share) | $ / shares | 1.44 | [3] | ||
Outstanding at the end of the period (in dollars per share) | $ / shares | 7.94 | $ 7.74 | ||
Vested and expected to vest (in dollars per share) | $ / shares | 4.82 | |||
Vested and exercisable (in dollars per share) | $ / shares | $ 1.68 | |||
Weighted Average Remaining Contractual Term (Years) | 6 years 1 month 17 days | 6 years 9 months 10 days | ||
Weighted Average Remaining Contractual Term (Years), vested and expected to vest | 5 years 5 months 26 days | |||
Weighted Average Remaining Contractual Term (Years), vested and exercisable | 4 years 6 months 29 days | |||
Intrinsic value, balance at end of period | $ | $ 225,633 | |||
Intrinsic value, vested and expected to vest at end of period | $ | 225,633 | |||
Intrinsic value, vested and exercisable at end of period | $ | $ 207,022 | |||
[1] This includes 14.7 million options granted in December 2021 pursuant to the EPA Program. This includes 0.8 million options forfeited from the EPA program. This includes 5.5 million options granted pursuant to the EPA Program that are currently expected to vest. None of the options granted pursuant to the EPA Program were vested and exercisable as of September 30, 2022 . |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Stock Option Activity (Parenthetical) (Details) - shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | ||
Class of Stock [Line Items] | ||||
Granted stock option | 0 | 0 | ||
Options forfeited | [1] | 1,207,000 | ||
Vested and expected to vest at the end of the period (in shares) | 40,295,000 | |||
EPA | ||||
Class of Stock [Line Items] | ||||
Granted stock option | 14,700,000 | |||
Options forfeited | 800,000 | |||
Vested and expected to vest at the end of the period (in shares) | 5,500,000 | |||
[1] This includes 0.8 million options forfeited from the EPA program. |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Vesting Tranches (Details) - EPA | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Tranche 1 | |
Class of Stock [Line Items] | |
Stock Price Target | $ 60 |
Tranche 2 | |
Class of Stock [Line Items] | |
Stock Price Target | 120 |
Tranche 3 | |
Class of Stock [Line Items] | |
Stock Price Target | 180 |
Tranche 4 | |
Class of Stock [Line Items] | |
Stock Price Target | 240 |
Tranche 5 | |
Class of Stock [Line Items] | |
Stock Price Target | $ 300 |
Stockholders' Equity - Schedu_3
Stockholders' Equity - Schedule of Restricted Stock Unit Activity (Details) - Restricted Stock Unit shares in Thousands | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Restricted Stock Units, Beginning Balance | shares | 10,555 |
Number of Restricted Stock Units, Granted | shares | 10,467 |
Number of Restricted Stock Units, Vested | shares | (3,795) |
Number of Restricted Stock Units, Forfeited | shares | (849) |
Number of Restricted Stock Units, Ending Balance | shares | 16,378 |
Weighted Average grant date fair value, Beginning Balance | $ / shares | $ 14.48 |
Weighted Average grant date fair value, Granted | $ / shares | 14.17 |
Weighted Average grant date fair value, Vested | $ / shares | 12.79 |
Weighted Average grant date fair value, Forfeited | $ / shares | 16.33 |
Weighted Average grant date fair value, Ending Balance | $ / shares | $ 14.52 |
Stockholders Equity - Schedule
Stockholders Equity - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 33,578 | $ 12,727 | $ 92,985 | $ 36,010 |
Research and Development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 17,233 | 7,489 | 45,255 | 20,490 |
General and Administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 16,345 | $ 5,238 | $ 47,730 | $ 15,520 |
Earnings (Loss) Per Share - Sum
Earnings (Loss) Per Share - Summary of Basic and Diluted Earnings (Loss) per Share of Common Stock (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||
Net income (loss) attributable to common stockholders - Basic | $ (117,660) | $ 15,351 | $ (302,841) | $ 21,260 |
Less: Change in fair value of assumed common stock warrant liabilities | (68,934) | (168,674) | ||
Net loss available to common stockholders - Diluted | $ (117,660) | $ (53,583) | $ (302,841) | $ (147,414) |
Denominator: | ||||
Weighted average Class A and Class B Common Stock outstanding - Basic | 434,051 | 417,829 | 431,654 | 397,370 |
Effect of dilutive shares | 2,820 | 6,999 | ||
Weighted average Class A and Class B Common Stock - Diluted | 434,051 | 420,649 | 431,654 | 404,369 |
Net income (loss) per share attributable to Class A and Class B Common stockholders - Basic | $ (0.27) | $ 0.04 | $ (0.70) | $ 0.05 |
Net loss per share attributable to Class A and Class B Common stockholders - Diluted | $ (0.27) | $ (0.13) | $ (0.70) | $ (0.36) |
Common Class A and Class B Shares | ||||
Denominator: | ||||
Weighted average Class A and Class B Common Stock outstanding - Basic | 434,051 | 417,829 | 431,654 | 397,370 |
Weighted average Class A and Class B Common Stock - Diluted | 434,051 | 420,649 | 431,654 | 404,369 |
Net income (loss) per share attributable to Class A and Class B Common stockholders - Basic | $ (0.27) | $ 0.04 | $ (0.70) | $ 0.05 |
Net loss per share attributable to Class A and Class B Common stockholders - Diluted | $ (0.27) | $ (0.13) | $ (0.70) | $ (0.36) |
Earnings (Loss) Per Share - S_2
Earnings (Loss) Per Share - Summary of Potential Common Stock Outstanding Excluded from Computation of Diluted Net Loss Per Share (Details) - shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive | 64,988 | 54,175 |
Options Outstanding | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive | 48,610 | 43,177 |
Restricted Stock Unit | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive | 16,378 | 10,998 |
Joint Venture and Redeemable _3
Joint Venture and Redeemable Non-Controlling Interest - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | ||||
May 14, 2020 | Sep. 30, 2020 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | |
Joint Venture And Non Controlling Interest [Line Items] | |||||
Cash and cash equivalents | $ 297,960 | $ 320,700 | $ 346,156 | ||
QSV | |||||
Joint Venture And Non Controlling Interest [Line Items] | |||||
Cash and cash equivalents | $ 3,372 | $ 3,382 | |||
QSV | Series F Convertible Preferred Stock | |||||
Joint Venture And Non Controlling Interest [Line Items] | |||||
Proceeds from issuance of Series F preferred stock, net of issuance costs | $ 200,000 | ||||
VWGoA | Series F Preferred Stock | |||||
Joint Venture And Non Controlling Interest [Line Items] | |||||
Proceed from Series F preferred stock financings and business combination | $ 134,000 |
Joint Venture and Redeemable _4
Joint Venture and Redeemable Non-Controlling Interest - Schedule of Change in Redeemable Non-Controlling Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Joint Venture And Non Controlling Interest [Abstract] | |||
Redeemable Non-Controlling, Beginning balance | $ 1,684 | $ 1,693 | $ 1,704 |
Net loss attributable to redeemable non-controlling interest in QSV | 7 | (2) | (10) |
Redeemable Non-Controlling, Ending balance | $ 1,691 | $ 1,691 | $ 1,694 |