Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 21, 2023 | Jun. 30, 2022 | |
Document And Entity Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Registrant Name | QUANTUMSCAPE CORPORATION | ||
Entity Central Index Key | 0001811414 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
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 | ||
Entity Public Float | $ 2.2 | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | ||
Trading Symbol | QS | ||
Security Exchange Name | NYSE | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement relating to its annual meeting of stockholders to be held in 2023, to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Annual Report on Form 10-K relates, are incorporated herein by reference in Part III where indicated. Except with respect to information specifically incorporated by reference in this Annual Report on Form 10-K, such proxy statement is not deemed to be filed as part hereof. | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Location | San Jose, California | ||
Auditor Firm ID | 42 | ||
Class A Common Stock | |||
Document And Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 360,515,533 | ||
Class B Common Stock | |||
Document And Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 79,454,147 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents ($3,395 and $3,382 as of December 31, 2022 and 2021, respectively, for joint venture) | $ 235,393 | $ 320,700 |
Marketable securities | 826,340 | 1,126,975 |
Prepaid expenses and other current assets | 10,591 | 15,757 |
Total current assets | 1,072,324 | 1,463,432 |
Property and equipment, net | 295,934 | 166,183 |
Right-of-use assets - finance lease | 28,013 | 30,886 |
Right-of-use assets - operating lease | 60,782 | 36,913 |
Other assets | 18,353 | 18,234 |
Total assets | 1,475,406 | 1,715,648 |
Current liabilities | ||
Accounts payable | 21,420 | 14,182 |
Accrued liabilities | 7,477 | 6,078 |
Accrued compensation and benefits | 13,061 | 9,119 |
Operating lease liability, short-term | 3,478 | 1,209 |
Finance lease liability, short-term | 1,373 | 19 |
Total current liabilities | 46,809 | 30,607 |
Operating lease liability, long-term | 62,560 | 36,760 |
Finance lease liability, long-term | 38,005 | 39,378 |
Other liabilities | 8,488 | 315 |
Total liabilities | 155,862 | 107,060 |
Commitment and contingencies (see Note 7) | ||
Redeemable non-controlling interest | 1,704 | 1,693 |
Stockholders’ equity | ||
Preferred stock- $0.0001 par value; 100,000 shares authorized, none issued and outstanding at December 31, 2022 and 2021 | ||
Common stock - $0.0001 par value; 1,250,000 shares authorized (1,000,000 Class A and 250,000 Class B); 358,505 Class A and 79,454 Class B shares issued and outstanding at December 31, 2022, 332,869 Class A and 95,450 Class B shares issued and outstanding at December 31, 2021 | 44 | 43 |
Additional paid-in-capital | 3,771,181 | 3,634,665 |
Accumulated other comprehensive loss | (17,873) | (4,208) |
Accumulated deficit | (2,435,512) | (2,023,605) |
Total stockholders’ equity | 1,317,840 | 1,606,895 |
Total liabilities, redeemable non-controlling interest and stockholders’ equity | $ 1,475,406 | $ 1,715,648 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Cash and cash equivalents | $ 235,393 | $ 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 | $ 3,395 | $ 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 | 358,505,000 | 332,869,000 |
Common stock, outstanding | 358,505,000 | 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 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating expenses: | |||
Research and development | $ 297,435 | $ 151,496 | $ 65,103 |
General and administrative | 123,183 | 63,770 | 15,918 |
Total operating expenses | 420,618 | 215,266 | 81,021 |
Loss from operations | (420,618) | (215,266) | (81,021) |
Other income (loss): | |||
Interest expense | (2,399) | (1,419) | (20,765) |
Interest income | 10,905 | 1,883 | 1,093 |
Change in fair value of Series F convertible preferred stock tranche liabilities | (999,987) | ||
Change in fair value of assumed common stock warrant liabilities | 168,674 | (581,863) | |
Other income | 216 | 151 | 760 |
Total other income (loss) | 8,722 | 169,289 | (1,600,762) |
Net loss | (411,896) | (45,977) | (1,681,783) |
Less: Net income (loss) attributable to non-controlling interest, net of tax of $0 | 11 | (11) | (6) |
Net loss attributable to common stockholders | (411,907) | (45,966) | (1,681,777) |
Net loss | (411,896) | (45,977) | (1,681,783) |
Other comprehensive income (loss): | |||
Unrealized loss on marketable securities | (13,665) | (4,177) | (121) |
Total comprehensive loss | (425,561) | (50,154) | (1,681,904) |
Less: Comprehensive income (loss) attributable to non-controlling interest | 11 | (11) | (6) |
Comprehensive loss attributable to common stockholders | $ (425,572) | $ (50,143) | $ (1,681,898) |
Net loss per share of common stock attributable to common stockholders | |||
Basic | $ (0.95) | $ (0.11) | $ (6.67) |
Diluted | $ (0.95) | $ (0.52) | $ (6.67) |
Weighted-average shares used in computing net loss per share of common stock | |||
Basic | 432,973 | 404,259 | 252,144 |
Diluted | 432,973 | 409,509 | 252,144 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Net income (loss) attributable to non-controlling interest, net of tax | $ 0 | $ 0 | $ 0 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Non-Controlling Interest and Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Series F Preferred Stock | Class A Common Stock | Legacy QuantumScape Series F Preferred Stock Purchase Agreement Class A Common Stock | Convertible Preferred Stock Tranche | Convertible Preferred Stock Warrants | Common Stock | Common Stock Series F Preferred Stock | Common Stock Class A Common Stock | Common Stock Legacy QuantumScape Series F Preferred Stock Purchase Agreement Class A Common Stock | Additional Paid-In Capital | Additional Paid-In Capital Series F Preferred Stock | Additional Paid-In Capital Class A Common Stock | Additional Paid-In Capital Legacy QuantumScape Series F Preferred Stock Purchase Agreement Class A Common Stock | Additional Paid-In Capital Convertible Preferred Stock Tranche | Additional Paid-In Capital Convertible Preferred Stock Warrants | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Beginning balance at Dec. 31, 2019 | $ 148,692 | $ 24 | $ 444,440 | $ (295,862) | $ 90 | |||||||||||||
Redeemable Non-Controlling, Beginning balance at Dec. 31, 2019 | 1,710 | |||||||||||||||||
Beginning balance, Shares at Dec. 31, 2019 | 239,777 | |||||||||||||||||
Issuance of Series F preferred stock, net of issuance costs of $11.5 million, and settlement of associated convertible preferred stock tranche liability | $ 660,933 | $ 3 | $ 660,930 | |||||||||||||||
Issuance of stock, net of issuance costs, and settlement of associated convertible preferred stock tranche liability, Shares | 28,616 | |||||||||||||||||
Issuance of Common Stock | $ 99,800 | $ 1 | $ 99,799 | |||||||||||||||
Issuance of Common Stock, Shares | 15,221 | |||||||||||||||||
Business Combination, net of redemptions and equity issuance costs of $53.0 million | 568,603 | $ 8 | 568,595 | |||||||||||||||
Business Combination, net of redemptions and equity issuance costs, Shares | 78,735 | |||||||||||||||||
Reclassification of Legacy QuantumScape liabilities | $ 515,394 | $ 22,625 | $ 515,394 | $ 22,625 | ||||||||||||||
Exercise of stock option | 599 | 599 | ||||||||||||||||
Exercise of stock option, Shares | 646 | |||||||||||||||||
Exercise of warrants, Shares | 998 | |||||||||||||||||
Stock-based compensation | 17,024 | 17,024 | ||||||||||||||||
Net loss | (1,681,777) | (1,681,777) | ||||||||||||||||
Net loss, Redeemable Non-Controlling interest | (6) | |||||||||||||||||
Unrealized loss on marketable securities | (121) | (121) | ||||||||||||||||
Ending balance at Dec. 31, 2020 | 351,772 | $ 36 | 2,329,406 | (1,977,639) | (31) | |||||||||||||
Redeemable Non-Controlling, Ending balance at Dec. 31, 2020 | 1,704 | |||||||||||||||||
Ending balance, Shares at Dec. 31, 2020 | 363,994 | |||||||||||||||||
Redeemable Convertible Preferred Stock, Beginning balance at Dec. 31, 2020 | 1,704 | |||||||||||||||||
Issuance of Common Stock | $ 462,926 | $ 99,930 | $ 1 | $ 2 | $ 462,925 | $ 99,928 | ||||||||||||
Issuance of Common Stock, Shares | 11,960 | 15,221 | ||||||||||||||||
Exercise of stock option | 17,779 | $ 2 | 17,777 | |||||||||||||||
Exercise of stock option, Shares | 16,620 | |||||||||||||||||
Shares issued upon vesting of restricted stock units ,shares | 5,027 | |||||||||||||||||
Exercise of warrants | 672,456 | $ 2 | 672,454 | |||||||||||||||
Exercise of warrants, Shares | 15,497 | |||||||||||||||||
Stock-based compensation | 52,175 | 52,175 | ||||||||||||||||
Net loss | (45,966) | (45,966) | ||||||||||||||||
Net loss, Redeemable Non-Controlling interest | (11) | |||||||||||||||||
Unrealized loss on marketable securities | (4,177) | (4,177) | ||||||||||||||||
Ending balance at Dec. 31, 2021 | 1,606,895 | $ 43 | 3,634,665 | (2,023,605) | (4,208) | |||||||||||||
Redeemable Non-Controlling, Ending balance at Dec. 31, 2021 | 1,693 | |||||||||||||||||
Ending balance, Shares at Dec. 31, 2021 | 428,319 | |||||||||||||||||
Exercise of stock option | $ 7,555 | 7,555 | ||||||||||||||||
Exercise of stock option, Shares | 3,832 | 4,343 | ||||||||||||||||
Shares issued upon vesting of restricted stock units ,value | $ 1,852 | $ 1 | 1,851 | |||||||||||||||
Shares issued upon vesting of restricted stock units ,shares | 5,297 | |||||||||||||||||
Stock-based compensation | 127,110 | 127,110 | ||||||||||||||||
Net loss | (411,907) | (411,907) | ||||||||||||||||
Net loss, Redeemable Non-Controlling interest | 11 | |||||||||||||||||
Unrealized loss on marketable securities | (13,665) | (13,665) | ||||||||||||||||
Ending balance at Dec. 31, 2022 | 1,317,840 | $ 44 | $ 3,771,181 | $ (2,435,512) | $ (17,873) | |||||||||||||
Redeemable Non-Controlling, Ending balance at Dec. 31, 2022 | $ 1,704 | |||||||||||||||||
Ending balance, Shares at Dec. 31, 2022 | 437,959 |
Consolidated Statements of Re_2
Consolidated Statements of Redeemable Non-Controlling Interest and Stockholders' Equity (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Redemptions and equity issuance costs | $ 53 | |
Series F Preferred Stock | ||
Stock issuance costs | 11.5 | |
Class A Common Stock | ||
Stock issuance costs | $ 15.5 | |
Legacy QuantumScape Series F Preferred Stock Purchase Agreement | Class A Common Stock | ||
Stock issuance costs | $ 0.1 | $ 0.2 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities | |||
Net loss | $ (411,896) | $ (45,977) | $ (1,681,783) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 28,280 | 11,207 | 6,851 |
Amortization of right-of-use assets and non-cash lease expense | 7,843 | 3,492 | 1,229 |
Amortization of premiums and accretion of discounts on marketable securities | 3,989 | 11,845 | 1,201 |
Stock-based compensation expense | 127,110 | 52,175 | 17,024 |
Change in fair value of convertible preferred stock warrant liabilities | 20,765 | ||
Change in fair value of convertible preferred stock tranche liabilities | 999,865 | ||
Change in fair value of assumed common stock warrant liabilities | (168,674) | 581,863 | |
Impairment of fixed assets | 13,695 | ||
Other | 840 | 899 | 3 |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other assets | 5,048 | (4,852) | (9,648) |
Accounts payable, accrued liabilities and accrued compensation | 5,611 | 13,178 | 2,447 |
Other long-term liabilities | 2,300 | ||
Operating lease liability | (844) | (1,202) | (1,080) |
Net cash used in operating activities | (218,024) | (127,909) | (61,263) |
Investing activities | |||
Purchases of property and equipment | (158,845) | (127,178) | (24,093) |
Proceeds from maturities of marketable securities | 837,410 | 894,225 | 99,000 |
Proceeds from sales of marketable securities | 15,105 | 224,058 | 14,006 |
Purchases of marketable securities | (569,551) | (1,376,939) | (891,561) |
Net cash (used in) provided by investing activities | 124,119 | (385,834) | (802,648) |
Financing activities | |||
Proceeds from exercise of stock options and employee stock purchase plan | 9,407 | 17,779 | 599 |
Proceeds from exercise of warrants | 151,431 | ||
Proceeds from issuance of common stock, net of issuance costs paid | 462,926 | ||
Proceeds from issuance of Series F preferred stock, net of issuance costs | 176,462 | ||
Proceeds from issuance of Class A Common Stock pursuant to Legacy QuantumScape Series F Preferred Stock Purchase Agreement, net of issuance costs | 99,930 | 99,800 | |
Business Combination, net of issuance costs paid | (1,016) | 676,863 | |
Principal payment for finance lease, net of credit | (809) | 5,507 | |
Net cash provided by financing activities | 8,598 | 736,557 | 953,724 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (85,307) | 222,814 | 89,813 |
Cash, cash equivalents and restricted cash at beginning of period | 338,223 | 115,409 | 25,596 |
Cash, cash equivalents and restricted cash at end of period | 252,916 | 338,223 | 115,409 |
Supplemental disclosure of cash flow information | |||
Cash paid for interest | 1,610 | 330 | |
Fair value of assumed common stock warrants exercised | 521,025 | ||
Purchases of property and equipment, not yet paid | $ 18,192 | $ 11,073 | 4,170 |
Business Combination transaction costs, accrued but not paid | 1,016 | ||
Net assets assumed from Business Combination | $ 592 |
Cash, Cash Equivalents and Rest
Cash, Cash Equivalents and Restricted Cash by Category - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Cash Flows [Abstract] | |||
Cash and cash equivalents | $ 235,393 | $ 320,700 | $ 113,216 |
Other assets | 17,523 | 17,523 | 2,193 |
Total cash, cash equivalents and restricted cash | $ 252,916 | $ 338,223 | $ 115,409 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Note 1. Nature of Business 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 December 31, 2022 , the Company had not derived revenue from its principal business activities. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The Company’s 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”). 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 Consolidated Balance Sheets and 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 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 the QSV in 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. 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 pertaining to automotive battery cells as defined in the JVA to VWGoA, VGA and QSV. Volkswagen is a related party stockholder (approximately 21.5 % and 19.8 % voting interest holder of the Company as of December 31, 2022 and 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 Consolidated Balance Sheets, Consolidated Statements of Operations and Comprehensive Income (Loss) and Consolidated Statements of Redeemable Non-Controlling Interest and Stockholders’ Equity. QSV had minimal operations through December 31, 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 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 December 31, 2022 , the redeemable non-controlling interest is equivalent to the value of Volkswagen's interest in the joint venture. The commercialization timeline originally contemplated in 2018 by the joint venture agreements, and by subsequent amendments, has changed, and as of the time of our filing of this annual report on Form 10-K, certain milestones contemplated by the joint venture agreements were not met. As a result, Volkswagen now has the right to exercise its put rights. If Volkswagen exercises such rights, the joint venture with Volkswagen and Volkswagen’s commitments to purchase output capacity from the joint venture would terminate, and we would be obligated to purchase Volkswagen’s interest in the joint venture for its book value. As of December 31, 2022, the book value of this interest was approximately $ 1.7 million and is recorded as a redeemable non-controlling interest in our Consolidated Balance Sheets. To date, Volkswagen has not informed us of any intention to exercise their put rights. 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 December 31, 2022 and 2021 , approximately $ 107.4 million and $ 227.8 million of our total cash and cash equivalents and marketable securities, are held in U.S. money market funds, and $ 610.5 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 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 December 31, 2022. Restricted cash is comprised of $ 17.5 million, as of both December 31, 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 gains and losses included in other comprehensive gain/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. Deposits for purchases of property and equipment are included in construction-in-progress. 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. Fair value is determined primarily using the estimated cash flows discounted at a rate commensurate with the risk involved. The long-lived assets outside of U.S. are not material as of December 31, 2022. There was no material impairment charge in the year ended December 31, 2021, or December 31, 2020. During the year ended December 31, 2022, the Company wrote off approximately $ 13.7 million of equipment and incurred cancellation charges of approximately $ 2.8 million to focus on process and equipment development designed to deliver higher throughput with fewer processing steps. These charges are recorded in Research and Development expense in the Consolidated Statements of Operations and Comprehensive Income (Loss). Leases The Company classifies arrangements meeting the definition of a lease as operating or financing leases, and leases are recorded on the 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, and elects to exclude short-term leases having terms of 12 months or less. Assumed Common Stock Warrants Liability 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 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 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 Consolidated Statement of Operations and Comprehensive Income (Loss) at each reporting date prior to exercise or redemption. As described in Note 7, Commitments and Contingencies, below, the Company announced that it had elected to redeem its outstanding Public Warrants and Private Placement Warrants in July and August 2021, respectively. As of December 31, 2021, no Public Warrants or Private Placement Warrants were outstanding. As of December 31, 2020, 11,499,989 Public Warrants and 6,650,000 Private Placement Warrants were outstanding. 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,” which represents the requisite service period. The requisite service period at any given time is generally the period between the grant date and 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 then-remaining expense for the tranche through the end of the requisite service period 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 first offering period for the ESPP commenced in June 2021. 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 December 31, 2022 , 11.3 million shares of Class A Common Stock were reserved for future issuance under the ESPP. There were 510,993 shares purchased under the ESPP during the year ended December 31, 2022 . 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. Net Loss per Share of Common Stock Basic net income (loss) per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share adjusts basic earnings per share for the potentially dilutive impact of stock options and warrants. For warrants that are liability-classified, during periods when the impact is dilutive, the Company assumes share settlement of the instruments as of the beginning of the reporting period and adjusts the numerator to remove the change in fair value of the warrant liability and adjusts the denominator to include the dilutive shares calculated using the treasury stock method. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recent Accounting Pronouncements | 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 consolidated financial statements as the Company does not have any convertible instruments as of December 31, 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 material impact on the Company’s consolidated financial statements as of December 31, 2022 . In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848), Deferral of the Sunset Date of Topic 848 , which defers the sunset date of Topic 848 from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848 that provides optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The ASU is effective for all entities upon issuance. The Company adopted the guidance in December 2022. The adoption of such guidance had no impact on the Company's consolidated financial statements as of December 31, 2022 . |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Note 4. Fair Value Measurement The Company’s financial assets and liabilities 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 December 31, 2022 Level 1 Level 2 Total Assets included in: Money market funds (1) $ 107,439 $ — $ 107,439 Commercial paper (2) — 104,231 104,231 U.S. government and agency securities (2) — 610,450 610,450 Corporate notes and bonds (2) — 188,658 188,658 Total fair value $ 107,439 $ 903,339 $ 1,010,778 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 Consolidated Balance Sheets. (2) Marketable securities consist of commercial paper, U.S. government and agency securities, corporate notes and bonds. As of December 31, 2022 and 2021 , marketable securities with original maturities of three months or less of $ 77.0 million and $ 86.1 million, respectively, are included in cash and cash equivalents on the Consolidated Balance Sheets. Level 1 assets and liabilities: 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 and liabilities. Level 2 assets and liabilities: Investments in government securities, corporate bonds and commercial paper 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 December 31, 2022 and December 31, 2021. There have been no changes to the valuation methods utilized during the year ended December 31, 2022. As of December 31, 2022 and 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 December 31, 2022 and 2021 . The fair value as of December 31, 2022 and 2021, are as follows (amounts in thousands): December 31, 2022 Amortized Cost Gross Gross Fair Value Level 1 securities Money market funds $ 107,439 $ — $ — $ 107,439 Level 2 securities Commercial paper 104,231 — — 104,231 U.S. government and agency securities 620,660 24 ( 10,234 ) 610,450 Corporate notes and bonds 196,321 — ( 7,663 ) 188,658 Total $ 1,028,651 $ 24 $ ( 17,897 ) $ 1,010,778 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 Any 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 evaluate 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 95 and 118 marketable securities in unrealized loss position as of December 31, 2022 and 2021, respectively (amounts in thousands): December 31, 2022 Less than 12 Consecutive Months 12 Consecutive Months or Longer Total Gross Fair Value Gross Fair Value Gross Fair Value U.S. government and agency securities $ ( 521 ) $ 231,047 $ ( 9,713 ) $ 336,517 $ ( 10,234 ) $ 567,564 Corporate notes and bonds ( 261 ) 18,585 ( 7,402 ) 170,073 ( 7,663 ) 188,658 Total $ ( 782 ) $ 249,632 $ ( 17,115 ) $ 506,590 $ ( 17,897 ) $ 756,222 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 years ended December 31, 2022, 2021, and 2020 , the Company received proceeds of $ 15.2 million, $ 225.1 million, and $ 14.0 million, including interest, from the sale of available-for-sale marketable securities, respectively. The Company realized immaterial gains and losses as a result of such sales. 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 December 31, 2022, are as follows (amounts in thousands): December 31, 2022 Amortized Cost Fair Value Due within one year $ 803,011 $ 797,053 Due after one year and through five years 225,640 213,725 Total $ 1,028,651 $ 1,010,778 Convertible Preferred Stock Tranche Liabilities In May 2020 and September 2020, Legacy QuantumScape executed a stock purchase agreement and related agreements and amendments thereto, with VGA for an investment of $ 200 million in Legacy QuantumScape’s Series F convertible preferred stock. The terms of the Series F Preferred Stock Purchase Agreement with VGA obligated Legacy QuantumScape to issue and sell, and VGA to purchase, up to a total of 7,569,508 shares of Series F convertible preferred stock (the “tranche shares”) at $ 26.4218 per share, to be funded in two tranches: (1) 3,784,754 shares of Legacy QuantumScape Series F Preferred Stock issued for $ 100 million on December 1, 2020 (the time-based portion of the agreement, “tranche shares 1”), and (2) 3,784,754 shares of Legacy QuantumScape Series F Preferred Stock will be issued for $ 100 million subject to certain conditions including the achievement of a specified technical milestone by March 31, 2021, as set forth in such agreements (“tranche shares 2”). The Company concluded that the firm commitment to issue the tranche shares met the definition of a freestanding financial instrument. As the underlying convertible preferred shares of the outstanding tranche liabilities were redeemable outside the control of the Company, the fair value of the tranche liabilities was reported on the Company’s balance sheets as a long-term liability, and the fair value change was recorded in other expense in the Consolidated Statements of Operations and Comprehensive Loss, as noted in the table below. The Series F Preferred Stock Purchase Agreement with VGA, as amended, contains provisions pursuant to which, if the relevant closing of such Series F Preferred Stock Purchase Agreement (in whole or in part) occur only after effectiveness of the Merger, VGA agreed to purchase, and the Company agreed to issue, instead of the relevant number of shares of Legacy QuantumScape Series F Preferred Stock to be purchased at such closing, such number of shares of Class A Common Stock as would have been issued in the Merger in exchange for such shares of Legacy QuantumScape Series F Preferred Stock if they had been outstanding prior to the Merger. As a result of these provisions to issue shares of Class A Common Stock, and upon consummation of the Business Combination, the Company determine its obligation to issue Class A Common Stock pursuant to the Series F Preferred Stock Purchase Agreement was equity classified and the fair value of the tranche liabilities was reclassified to additional paid-in capital. In August 2020, Legacy QuantumScape entered into Series F Preferred Stock Purchase Agreements and related agreements thereto with several new and existing investors, pursuant to which it agreed to sell, and the investors agreed to purchase, an aggregate of 7,115,335 shares of Legacy QuantumScape Series F Preferred Stock at $ 26.4218 per share for an aggregate purchase price of $ 188 million (tranche shares 3 and 4), of which: (1) $ 94.0 million was to be funded at the earlier of December 1, 2020 or a SPAC business combination (“tranche shares 3”), and (2) the remaining $ 94.0 million tranche (“tranche shares 4”) was to be funded at the earlier of a SPAC business combination closing or March 2021. Similar to the tranche shares to VGA, the Company concluded that the firm commitment to issue the incremental tranche shares 3 and 4 met the definition of a freestanding financial instrument. Pursuant to the terms of these Series F Preferred Stock Purchase Agreements, funding of the tranche shares 3 and 4 occurred concurrent with the closing of the Business Combination. Upon funding and issuance of the 7,115,335 shares of Legacy QuantumScape Series F Preferred Stock, the convertible preferred stock tranche liability associated with tranche shares 3 and 4 was settled and the fair value of the tranche liability was recorded as redeemable convertible preferred stock. The Company remeasured all tranche share liabilities as of closing date of the Business Combination based on the closing market price of Kensington immediately prior to the Business Combination. The fair value of the Series F convertible preferred stock tranche liabilities was calculated based on the traded stock price of Kensington at November 25, 2020 of $ 23.50 , adjusted for the Exchange Ratio, less the Series F exercise price of $ 26.42 . The following table presents the reconciliation of the Series F convertible preferred tranche liabilities measured and recorded at fair value on a recurring basis using the significant unobservable inputs described above (amounts in thousands): Fair Value Balance as of December 31, 2019 $ — Issuance and re-measurement loss recorded in other expense 999,865 Issuance of Legacy QuantumScape Series F Preferred Stock - tranche shares 3 and 4 ( 484,471 ) Reclassification to additional paid-in capital upon Closing of the Business Combination - tranche shares 1 and 2 ( 515,394 ) Balance as of December 31, 2020 $ — |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | Note 5. Balance Sheet Components Property and Equipment Property and equipment as of December 31, 2022 and 2021, consisted of the following (amounts in thousands): December 31, 2022 2021 Computer equipment, hardware, and software $ 6,784 $ 2,740 Furniture and fixtures 57,771 15,116 Leasehold improvements 72,201 23,192 Machinery and equipment 120,618 66,953 Construction-in-progress 108,585 101,420 Property and equipment, gross 365,959 209,421 Accumulated depreciation and amortization ( 70,025 ) ( 43,238 ) Property and equipment, net $ 295,934 $ 166,183 Depreciation and amortization expense related to property and equipment was $ 27.4 million, $ 11.7 million and $ 7.5 million for the years ended December 31, 2022, 2021 and 2020, respectively. Accrued Liabilities Accrued liabilities as of December 31, 2022 and 2021, consisted of the following (amounts in thousands): December 31, 2022 2021 Accrued property and equipment $ 3,152 $ 1,815 Accrued facilities expense 1,106 1,637 Other 3,219 2,626 Accrued liabilities $ 7,477 $ 6,078 Other Liabilities Other liabilities as of December 31, 2022 and 2021, consisted of the following (amounts in thousands): December 31, 2022 2021 Long-term advance payments $ 2,615 $ 315 Asset retirement obligation 5,873 — Other liabilities $ 8,488 $ 315 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Note 6. Leases The Company leases its headquarters, pre-pilot manufacturing facilities 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): Year Ended December 31, Lease costs 2022 2021 2020 Finance lease costs: Amortization of right-of-use assets $ 2,873 $ 1,915 $ — Interest on lease liabilities 2,399 1,419 — Operating lease costs 9,082 3,016 2,143 Variable lease costs 2,330 530 409 Total lease expense $ 16,684 $ 6,880 $ 2,552 The components of supplemental cash and noncash information related to leases are as follows (amounts in thousands): Year Ended December 31, 2022 2021 2020 Operating outgoing cash flows - finance lease $ 1,610 $ 330 $ — Financing outgoing cash flows - finance lease 809 73 — Financing (incoming) cash flows - finance lease — ( 5,580 ) — Operating outgoing cash flows - operating lease 4,673 2,711 1,994 Right-of-use assets obtained in exchange for new finance lease liabilities — 32,802 — Right-of-use assets obtained in exchange for new operating lease liabilities 28,845 26,778 — The table below displays additional information for leases: December 31, 2022 2021 Finance lease Weighted-average remaining lease term - finance lease (in years) 9.8 10.8 Weighted-average discount rate - finance lease 6.06 % 6.06 % Operating lease Weighted-average remaining lease term - operating lease (in years) 9.6 10.7 Weighted-average discount rate - operating lease 6.36 % 6.34 % As of December 31, 2022, future minimum payments during the next five years and thereafter are as follows (amounts in thousands): Fiscal Year Operating Finance 2023 $ 7,461 $ 3,751 2024 8,892 5,131 2025 9,104 5,272 2026 9,039 5,417 2027 9,135 5,565 Thereafter 46,370 28,065 Total 90,001 53,201 Less present value discount ( 23,963 ) ( 13,823 ) Lease liabilities $ 66,038 $ 39,378 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 | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7. Commitments an d 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 United States District Court for the Southern District of New York 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 actions 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. The parties have moved for partial summary judgment, which motions are pending. QuantumScape continues to believe it has meritorious defenses to the claims and intends to defend itself vigorously. Securities Class Action Litigation Beginning in January 2021 class action lawsuits were filed in the United States District Court for the Northern District of California by purported purchasers of Company securities. 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. On December 19, 2022, the court granted plaintiffs’ motion to certify the class. Defendants filed a petition with the Ninth Circuit Court of Appeals seeking permission to appeal the certification order. 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 11 officers and directors of the Company and have been consolidated into one action, with the first-filed complaint being designated the operat ive 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 action is currently stayed. Four shareholder deriv ative suits were filed beginning in June 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 suits were 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. Defendants moved to dismiss the complaint, which motion is pending. Section 205 Proceeding On February 9, 2023, the Company filed a petition in the Court of Chancery of the State of Delaware pursuant to Section 205 of the DGCL asking the Court to ratify and validate potentially defective corporate acts (the “Petition”). The Petition concerned a November 25, 2020 vote by the stockholders of the Company to approve certain matters relating to the Business Combination. Among these matters was a proposal to amend the Company's then-effective Amended and Restated Certificate of Incorporation to, among other things, (i) increase the total number of authorized shares of Class A common stock, and (ii) opt out of the separate class voting requirements of Section 242(b)(2) of the DGCL (collectively the “Charter Amendments”). The Charter Amendments were approved by a majority of the shares of the Company's Class A common stock and Class B common stock, voting as a single class. A recent ruling by the Court of Chancery introduced uncertainty as to whether Section 242(b)(2) of the DGCL would have required the Charter Amendments to be approved by a separate vote of the majority of the Company's then-outstanding shares of Class A common stock. In light of that ruling, the Petition sought validation of the filing and effectiveness of the Charter Amendments and the shares and securities issued in reliance on the Charter Amendments to resolve any uncertainty with respect to those matters. A hearing on the merits of the Petition was held on February 27, 2023. The Court granted the relief sought in the Petition, validating and declaring effective pursuant to Section 205 of the DGCL the filing and effectiveness of the Charter Amendments and the shares and securities issued in reliance on the Charter Amendments. 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 December 31, 2022 and 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 December 31, 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 2023 $ 2,775 2024 3,150 2025 2,358 2026 2,105 2027 1,418 Thereafter — Total $ 11,806 |
Assumed Common Stock Warrants
Assumed Common Stock Warrants | 12 Months Ended |
Dec. 31, 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 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 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 $ 168.7 million gain and $ 581.9 million loss non-cash change in fair value of Assumed Common Stock Warrant liabilities, in the Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2021 and 2020, respectively. All Public Warrants and Private Placement Warrants were exercised or redeemed during the year ended December 31, 2021. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 9. Stockholders’ Equity As of December 31, 2022 and 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 December 31, 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 December 31, 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. As of December 31, 2022 , 33,806,148 shares of Class A Common Stock are reserved and available for future issuance under the 2020 Plan. Options may be granted at a price per share not less than 100 % of the fair market value at the date of grant. If the option is granted to a 10 % stockholder, then the purchase or exercise price per share shall not be less than 110 % of the fair market value per share of the common stock on the grant date. Options granted generally vest over a period of four years and have ten-year contractual terms. 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 Granted (2) 2,100 23.04 Cancelled and forfeited (3) ( 1,222 ) 16.66 Exercised ( 3,832 ) 1.39 Balance as of December 31, 2022 50,124 $ 8.65 6.05 $ 129,209 Vested and expected to vest as of December 31, 2022 (4) 40,549 $ 5.25 5.36 $ 129,209 Vested and exercisable as of December 31, 2022 31,042 $ 1.73 4.44 $ 122,355 (1) This includes 14.7 million options granted in December 2021 pursuant to the EPA Program. (2) All options granted during the year ended December 31, 2022, were granted pursuant to the EPA Program. (3) This includes 0.8 million options forfeited from the EPA program. (4) This includes 6.4 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 December 31, 2022 . Options with a weighted average fair value of $ 4.93 per share, $ 20.58 per share and $ 2.67 per share were granted during the year ended December 31, 2022, December 31, 2021 and December 31, 2020, respectively. The aggregate intrinsic value of options exercised during the years ended December 31, 2022, December 31, 2021 and December 31, 2020 was $ 42.0 million and $ 489.7 million and $ 3.5 million, respectively. Additional information regarding options outstanding as of December 31, 2022, is as follows: Range of Exercise Price per Share Number of Options Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) $ 0.64 2,414 $ 0.64 $ 0.32 $ 1.05 - $ 1.35 19,107 $ 1.29 $ 3.85 $ 2.38 10,112 $ 2.38 $ 6.56 $ 6.23 2,533 $ 6.23 $ 7.68 23.04 15,958 $ 23.04 $ 8.96 50,124 $ 8.65 $ 6.05 Stock-based compensation expense is based on the grant-date fair value. The Company recognizes compensation expense for 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 December 31, 2022 , the Company had stock-based compensation of $ 6.4 million related to unvested stock options not yet recognized that are expected to be recognized over an estimated weighted average period of 1.8 years. The following weighted average assumptions were used as inputs to the Monte Carlo simulation in determining the estimated grant-date fair value of the Company’s stock options for the year ended December 31, 2022: Year Ended December 31, 2022 2021 Volatility 98.69 % 112.49 % Risk-free interest rate 3.52 % 1.44 % Expected dividend — — Cost of equity 14.62 % 11.66 % Weighted average fair value at grant date $ 4.93 $ 20.58 All options granted during the years ended December 31, 2022 and December 31, 2021, were granted pursuant the EPA Program and were valued using a Monte Carlo simulation. The Monte Carlo simulation used in the valuation of the options required 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 and cost of equity. The Company estimated expected term based on the midpoint between the time of vesting and the remaining time to expiration of the option. For options granted in December 2021, given the limited market trading history of the Company's common stock, volatility is based on a weighted blend of (i) the average volatility of peer companies within the automotive and energy storage industries multiplied by a ratio of the Company's volatility based on available stock price data as compared to the average volatility of the Company's peers over the same period and (ii) our implied volatility from exchange traded options. For options granted in December 2022, volatility is based on a blend of (i) the Company’s historical volatility from daily closing stock prices given increased trading history and (ii) the Company’s implied volatility from exchange traded options. Cost of equity is calculated using (i) risk-free rate, (ii) average peer group market beta and (iii) the market-risk premium. The following weighted average assumptions were used as inputs to the Black-Scholes Option Pricing Model in determining the estimated grant-date fair value of the Company’s stock options for the years ended December 31, 2020: Year Ended December 31, 2020 Volatility 70.00 % Risk-free interest rate 0.39 % Expected term (in years) 6.08 Expected dividend — Weighted average fair value at grant date $ 2.67 For options granted with only service conditions, the Company uses the simplified calculation of the expected life for the valuation of options, which takes into consideration the grant’s contractual life and vesting period and assumes that all options will be exercised between the vesting date and the contractual term of the option. Given the lack of a public market for the Company’s common stock prior to the Business Combination and the Company's minimal history as a public company subsequent to the Business Combination, the estimate for volatility is based on an average of the historical volatilities of the common stock of several entities with characteristics similar to those of the Company. Since these comparable companies operate in the same industry segment, the Company expects that it would share similar characteristics, such as risks profiles, volatility, capital intensity, clientele, and market growth patterns and drivers. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. 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. In December 2022, the remaining 2.1 million stock options under the EPA Program were granted to members of the Company's management team under the same terms as those in the initial grant in 2021, representing the final grant pursuant to the EPA Program approved in December 2021. 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 December 31, 2022 , the two tranches were considered probable. For the years ended December 31, 2022 and 2021 , the Company recorded stock-based compensation expense of $ 49.4 and $ 2.4 million, respectively related to the EPA Program. As of December 31, 2022, the Company had approximatel y $ 65.3 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 2.7 ye ars. As of December 31, 2022 , the Company had approximately $ 178.4 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, 2020 13,913 $ 8.94 Granted 2,082 30.28 Vested ( 5,027 ) 6.00 Forfeited ( 414 ) 10.97 Balance as of December 31, 2021 10,555 14.48 Granted 12,466 13.13 Vested ( 5,297 ) 12.75 Forfeited ( 1,161 ) 17.18 Balance as of December 31, 2022 16,563 13.79 The fair value of restricted stock units which vested during the year ended December 31, 2022 and December 31, 2021 was $ 65.5 million and $ 198.0 million, respectively. No restricted stock units vested during the year ended December 31, 2020. As of December 31, 2022 , unrecognized compensation costs related to restricted stock units was $ 207.9 million and is expected to be recognized over a weighted average period of 2.9 years. Stock-Based Compensation Expense Total stock-based compensation expense recognized in the accompanying Consolidated Statements of Operations and Comprehensive Loss for all equity awards is as follows (amounts in thousands): Year Ended December 31, 2022 2021 2020 Research and development $ 62,892 $ 29,653 $ 9,889 General and administrative 64,218 22,522 7,135 Total stock-based compensation expense $ 127,110 $ 52,175 $ 17,024 |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | 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 year ended December 31, 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 loss per Class A Common Stock and Class B Common Stock (amounts in thousands, except per share amounts): Year Ended December 31, 2022 2021 2020 Numerator: Net loss attributable to common stockholders - Basic $ ( 411,907 ) $ ( 45,966 ) $ ( 1,681,777 ) Less: Change in fair value of assumed common stock warrant liabilities — ( 168,674 ) — Net loss attributable to common stockholders - Diluted $ ( 411,907 ) $ ( 214,640 ) $ ( 1,681,777 ) Denominator: Weighted average Class A and Class B Common Stock outstanding- Basic 432,973 404,259 252,144 Effect of dilutive securities — 5,250 — Weighted average Class A and Class B Common Stock outstanding - Diluted 432,973 409,509 252,144 Net loss per share attributable to Class A and Class B Common stockholders - Basic $ ( 0.95 ) $ ( 0.11 ) $ ( 6.67 ) Net loss per share attributable to Class A and Class B Common stockholders - Diluted $ ( 0.95 ) $ ( 0.52 ) $ ( 6.67 ) 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 antidilutive (amounts in thousands): Year Ended December 31, 2022 2021 2020 Warrants — — 18,150 Options outstanding 50,124 53,078 55,316 Restricted stock units 16,563 10,555 13,913 VGA contingent purchase commitment (1) — — 15,221 Total 66,687 63,633 102,600 (1) This refers to VGA’s commitment to purchase 15.2 million shares of Class A Common Stock for $ 100.0 million subject to certain conditions including the achievement of a specified technical milestone by March 31, 2021. All shares were issued subsequent to the fulfillment of these conditions. |
Joint Venture and Redeemable No
Joint Venture and Redeemable Non-Controlling Interest | 12 Months Ended |
Dec. 31, 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, Summary of Significant Accounting Policies, 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 Consolidated Balance Sheets includes $ 3.4 million cash and cash equivalents, of QSV both as of December 31, 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 years ended December 31, 2022, 2021 and 2020 (amounts in thousands): Redeemable Non-Controlling Balance as of December 31, 2019 $ 1,710 Net loss attributable to redeemable non-controlling interest in QSV ( 6 ) Balance as of December 31, 2020 $ 1,704 Net loss attributable to redeemable non-controlling interest in QSV ( 11 ) Balance as of December 31, 2021 $ 1,693 Net income attributable to redeemable non-controlling interest in QSV 11 Balance as of December 31, 2022 $ 1,704 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 and marketable securities in the accompanying Consolidated Balance Sheets as of December 31, 2022 and 2021 . |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes The Company has no domestic provision for income taxes for the years ended December 31, 2022, 2021 and 2020 . The Company has no domestic current tax expense from losses generated in the U.S. and no deferred expense from the valuation allowance. The Company established a foreign subsidiary in Japan during the year ended December 31, 2021. The foreign tax provision for the year ended December 31, 2022, and December 31, 2021 is not material. A reconciliation from U.S. statutory rate of 21 % to the effective rate is as follows: Year Ended December 31, 2022 2021 2020 Federal Statutory rate 21.0 % 21.0 % 21.0 % State tax expense 7.0 % 7.1 % 0.0 % Stock-based compensation 1.7 % 349.5 % 0.0 % Change in fair value of assumed common stock warrant liabilities 0.0 % 103.1 % ( 7.3 %) Research and development tax credit 2.7 % 41.5 % 0.2 % Permanent tax items ( 0.1 %) ( 7.1 %) ( 0.2 %) State rate differential - change in apportionment 0.0 % 4.4 % ( 0.1 %) Prior year deferred true-up 4.6 % 2.5 % 0.1 % Change in fair value of Series F tranche liabilities 0.0 % 0.0 % ( 12.5 %) Sec. 162(m) wage limitation ( 2.2 %) ( 113.9 %) ( 0.1 %) Change to valuation allowance ( 34.7 %) ( 408.1 %) ( 1.1 %) Effective tax rate 0.0 % 0.0 % 0.0 % Significant components of the Company’s net deferred tax assets as of December 31, 2022 and 2021, are as follows (amounts in thousands): Year Ended December 31, 2022 2021 Deferred tax assets: Net operating losses $ 336,617 $ 257,426 Tax credits 58,476 35,149 Accruals and stock-based compensation 28,152 10,479 Lease liability 30,571 20,234 Section 174 capitalized research & development 45,369 — Intangibles — 685 Gross deferred tax assets 499,185 323,973 Valuation allowance ( 438,212 ) ( 293,211 ) Total deferred tax assets $ 60,973 $ 30,762 Deferred tax liabilities: Right of use assets $ ( 24,450 ) $ ( 18,999 ) Intangibles ( 561 ) — Fixed assets ( 35,962 ) ( 11,763 ) Total deferred tax liabilities ( 60,973 ) ( 30,762 ) Total net deferred tax assets $ — $ — Recognition of deferred tax assets is appropriate when realization of such assets is more likely than not. Based upon the weight of available evidence, which includes the Company’s historical operating performance, cumulative net losses, and projected future losses, the Company has provided a full valuation allowance against its deferred tax assets. The Company’s valuation allowance increased by $ 145.0 million, $ 187.4 million and $ 20.1 million for the years ended December 31, 2022, 2021 and 2020 , respectively. A reconciliation of the beginning and ending balances of the valuation allowance is as follows (amounts in thousands): Year Ended December 31, 2022 2021 2020 Beginning of the year $ ( 293,211 ) $ ( 105,781 ) $ ( 85,677 ) Increase ( 145,001 ) ( 187,430 ) ( 20,104 ) End of the year $ ( 438,212 ) $ ( 293,211 ) $ ( 105,781 ) As of December 31, 2022 , the Company had federal and state net operating loss carryforwards of approximately $ 1.20 billion and $ 1.19 billion, respectively. The federal net operating loss carryforwards of $ 170.2 million generated prior to 2018 will expire at various dates beginning in 2030 , if not utilized. We have federal net operating loss carryforwards of $ 1.03 billion, which can be carried forward indefinitely. The state net operating loss carryforwards will expire at various dates beginning in 2030, if not utilized. Section 382 and Section 383 of the Internal Revenue Code and similar provisions under state law has limitations on federal and state net operating loss carryforwards and research and development credit carryforwards. The Tax Reform Act contains provisions that limit the federal net operating loss carryforwards that may be used in any given year in the event of special occurrences, including significant ownership changes. A Section 382 “ownership change” generally occurs if one or more stockholders or groups of stockholders, who own at least 5% of the Company’s stock, increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. The Company performed the analysis and determined that it has experienced an ownership change in December 2010 and in August 2012 as a result of the preferred stock financing rounds. The federal and state net operating loss carryforwards and research and development credit carryforwards are not subject to significant limitations under Section 382 and Section 383 of the Internal Revenue Code and similar provisions under state law. As of December 31, 2022 , the Company also has federal and California research and development credits of $ 68.4 million and $ 48.5 million, respectively. The federal tax credit carryforwards will expire beginning in 2031 , if not utilized. The state tax credit carryforwards do not expire. The Company records unrecognized tax benefits in accordance with ASC 740-10, Income Taxes . ASC 740-10 which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of uncertain tax positions taken or expected to be taken in the Company’s income tax return and also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. A reconciliation of the beginning and ending balances of unrecognized tax benefits is as follows (amounts in thousands): Year Ended December 31, 2022 2021 2020 Beginning of the year $ 32,172 $ 6,575 $ 7,076 Increase—current year positions 12,388 20,633 1,553 Decrease—current year positions ( 5,056 ) — — Increase—prior year positions 13,298 5,056 193 Decrease—prior year positions — ( 92 ) ( 2,247 ) End of the year $ 52,802 $ 32,172 $ 6,575 Due to the Company’s full valuation allowance, the unrecognized tax benefits would not materially impact the Company’s effective tax rate when recognized. The Company does not anticipate the total amounts of unrecognized tax benefits will significantly increase or decrease in the next 12 months. The Company’s policy is to classify interest and penalties associated with uncertain tax positions, if any, as a component of its income tax provision. For the years ended December 31, 2022, 2021 and 2020 , the Company had no interest or penalties related to unrecognized tax benefits. The federal and state income tax returns are open under the statute of limitations subject to tax examinations for the tax years ended December 31, 2019 through December 31, 2021 and December 31, 2018 through December 31, 2021, respectively. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the IRS or state tax authorities to the extent utilized in a future period. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s 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”). 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 Consolidated Balance Sheets and 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 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 the QSV in 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. |
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 pertaining to automotive battery cells as defined in the JVA to VWGoA, VGA and QSV. Volkswagen is a related party stockholder (approximately 21.5 % and 19.8 % voting interest holder of the Company as of December 31, 2022 and 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 Consolidated Balance Sheets, Consolidated Statements of Operations and Comprehensive Income (Loss) and Consolidated Statements of Redeemable Non-Controlling Interest and Stockholders’ Equity. QSV had minimal operations through December 31, 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 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 December 31, 2022 , the redeemable non-controlling interest is equivalent to the value of Volkswagen's interest in the joint venture. The commercialization timeline originally contemplated in 2018 by the joint venture agreements, and by subsequent amendments, has changed, and as of the time of our filing of this annual report on Form 10-K, certain milestones contemplated by the joint venture agreements were not met. As a result, Volkswagen now has the right to exercise its put rights. If Volkswagen exercises such rights, the joint venture with Volkswagen and Volkswagen’s commitments to purchase output capacity from the joint venture would terminate, and we would be obligated to purchase Volkswagen’s interest in the joint venture for its book value. As of December 31, 2022, the book value of this interest was approximately $ 1.7 million and is recorded as a redeemable non-controlling interest in our Consolidated Balance Sheets. To date, Volkswagen has not informed us of any intention to exercise their put rights. |
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 December 31, 2022 and 2021 , approximately $ 107.4 million and $ 227.8 million of our total cash and cash equivalents and marketable securities, are held in U.S. money market funds, and $ 610.5 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 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 December 31, 2022. Restricted cash is comprised of $ 17.5 million, as of both December 31, 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 gains and losses included in other comprehensive gain/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. Deposits for purchases of property and equipment are included in construction-in-progress. 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. Fair value is determined primarily using the estimated cash flows discounted at a rate commensurate with the risk involved. The long-lived assets outside of U.S. are not material as of December 31, 2022. There was no material impairment charge in the year ended December 31, 2021, or December 31, 2020. During the year ended December 31, 2022, the Company wrote off approximately $ 13.7 million of equipment and incurred cancellation charges of approximately $ 2.8 million to focus on process and equipment development designed to deliver higher throughput with fewer processing steps. These charges are recorded in Research and Development expense in the Consolidated Statements of Operations and Comprehensive Income (Loss). |
Leases | Leases The Company classifies arrangements meeting the definition of a lease as operating or financing leases, and leases are recorded on the 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, and elects to exclude short-term leases having terms of 12 months or less. |
Assumed Common Stock Warrants Liability | Assumed Common Stock Warrants Liability 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 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 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 Consolidated Statement of Operations and Comprehensive Income (Loss) at each reporting date prior to exercise or redemption. As described in Note 7, Commitments and Contingencies, below, the Company announced that it had elected to redeem its outstanding Public Warrants and Private Placement Warrants in July and August 2021, respectively. As of December 31, 2021, no Public Warrants or Private Placement Warrants were outstanding. As of December 31, 2020, 11,499,989 Public Warrants and 6,650,000 Private Placement Warrants were outstanding. |
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,” which represents the requisite service period. The requisite service period at any given time is generally the period between the grant date and 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 then-remaining expense for the tranche through the end of the requisite service period 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 first offering period for the ESPP commenced in June 2021. 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 December 31, 2022 , 11.3 million shares of Class A Common Stock were reserved for future issuance under the ESPP. There were 510,993 shares purchased under the ESPP during the year ended December 31, 2022 . |
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. |
Net Loss per Share of Common Stock | Net Loss per Share of Common Stock Basic net income (loss) per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share adjusts basic earnings per share for the potentially dilutive impact of stock options and warrants. For warrants that are liability-classified, during periods when the impact is dilutive, the Company assumes share settlement of the instruments as of the beginning of the reporting period and adjusts the numerator to remove the change in fair value of the warrant liability and adjusts the denominator to include the dilutive shares calculated using the treasury stock method. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 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) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Financial Assets and Liabilities Subject to Fair Value Measurements on Recurring Basis | The Company’s financial assets and liabilities 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 December 31, 2022 Level 1 Level 2 Total Assets included in: Money market funds (1) $ 107,439 $ — $ 107,439 Commercial paper (2) — 104,231 104,231 U.S. government and agency securities (2) — 610,450 610,450 Corporate notes and bonds (2) — 188,658 188,658 Total fair value $ 107,439 $ 903,339 $ 1,010,778 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 Consolidated Balance Sheets. (2) Marketable securities consist of commercial paper, U.S. government and agency securities, corporate notes and bonds. As of December 31, 2022 and 2021 , marketable securities with original maturities of three months or less of $ 77.0 million and $ 86.1 million, respectively, are included in cash and cash equivalents on the Consolidated Balance Sheets. |
Summary of Major Security Type Assets That Measured at Fair Value on Recurring Basis | The fair value as of December 31, 2022 and 2021, are as follows (amounts in thousands): December 31, 2022 Amortized Cost Gross Gross Fair Value Level 1 securities Money market funds $ 107,439 $ — $ — $ 107,439 Level 2 securities Commercial paper 104,231 — — 104,231 U.S. government and agency securities 620,660 24 ( 10,234 ) 610,450 Corporate notes and bonds 196,321 — ( 7,663 ) 188,658 Total $ 1,028,651 $ 24 $ ( 17,897 ) $ 1,010,778 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 95 and 118 marketable securities in unrealized loss position as of December 31, 2022 and 2021, respectively (amounts in thousands): December 31, 2022 Less than 12 Consecutive Months 12 Consecutive Months or Longer Total Gross Fair Value Gross Fair Value Gross Fair Value U.S. government and agency securities $ ( 521 ) $ 231,047 $ ( 9,713 ) $ 336,517 $ ( 10,234 ) $ 567,564 Corporate notes and bonds ( 261 ) 18,585 ( 7,402 ) 170,073 ( 7,663 ) 188,658 Total $ ( 782 ) $ 249,632 $ ( 17,115 ) $ 506,590 $ ( 17,897 ) $ 756,222 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 December 31, 2022, are as follows (amounts in thousands): December 31, 2022 Amortized Cost Fair Value Due within one year $ 803,011 $ 797,053 Due after one year and through five years 225,640 213,725 Total $ 1,028,651 $ 1,010,778 |
Series F Convertible Preferred Stock | |
Schedule of Reconciliation of Warrants and Tranche Liabilities Measured and Recorded at Fair Value on Recurring Basis Using Significant Unobservable Inputs | The following table presents the reconciliation of the Series F convertible preferred tranche liabilities measured and recorded at fair value on a recurring basis using the significant unobservable inputs described above (amounts in thousands): Fair Value Balance as of December 31, 2019 $ — Issuance and re-measurement loss recorded in other expense 999,865 Issuance of Legacy QuantumScape Series F Preferred Stock - tranche shares 3 and 4 ( 484,471 ) Reclassification to additional paid-in capital upon Closing of the Business Combination - tranche shares 1 and 2 ( 515,394 ) Balance as of December 31, 2020 $ — |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Property and Equipment | Property and equipment as of December 31, 2022 and 2021, consisted of the following (amounts in thousands): December 31, 2022 2021 Computer equipment, hardware, and software $ 6,784 $ 2,740 Furniture and fixtures 57,771 15,116 Leasehold improvements 72,201 23,192 Machinery and equipment 120,618 66,953 Construction-in-progress 108,585 101,420 Property and equipment, gross 365,959 209,421 Accumulated depreciation and amortization ( 70,025 ) ( 43,238 ) Property and equipment, net $ 295,934 $ 166,183 |
Schedule of Accrued Liabilities | Accrued liabilities as of December 31, 2022 and 2021, consisted of the following (amounts in thousands): December 31, 2022 2021 Accrued property and equipment $ 3,152 $ 1,815 Accrued facilities expense 1,106 1,637 Other 3,219 2,626 Accrued liabilities $ 7,477 $ 6,078 |
Schedule Of Other Liabilities | Other liabilities as of December 31, 2022 and 2021, consisted of the following (amounts in thousands): December 31, 2022 2021 Long-term advance payments $ 2,615 $ 315 Asset retirement obligation 5,873 — Other liabilities $ 8,488 $ 315 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Summary of Lease Related Expense | The components of lease-related expense are as follows (amounts in thousands): Year Ended December 31, Lease costs 2022 2021 2020 Finance lease costs: Amortization of right-of-use assets $ 2,873 $ 1,915 $ — Interest on lease liabilities 2,399 1,419 — Operating lease costs 9,082 3,016 2,143 Variable lease costs 2,330 530 409 Total lease expense $ 16,684 $ 6,880 $ 2,552 |
Summary of Supplemental Cash Flow Information Related to Leases | The components of supplemental cash and noncash information related to leases are as follows (amounts in thousands): Year Ended December 31, 2022 2021 2020 Operating outgoing cash flows - finance lease $ 1,610 $ 330 $ — Financing outgoing cash flows - finance lease 809 73 — Financing (incoming) cash flows - finance lease — ( 5,580 ) — Operating outgoing cash flows - operating lease 4,673 2,711 1,994 Right-of-use assets obtained in exchange for new finance lease liabilities — 32,802 — Right-of-use assets obtained in exchange for new operating lease liabilities 28,845 26,778 — |
Summary of Additional Information for Leases | The table below displays additional information for leases: December 31, 2022 2021 Finance lease Weighted-average remaining lease term - finance lease (in years) 9.8 10.8 Weighted-average discount rate - finance lease 6.06 % 6.06 % Operating lease Weighted-average remaining lease term - operating lease (in years) 9.6 10.7 Weighted-average discount rate - operating lease 6.36 % 6.34 % |
Summary of Future Minimum Payments | As of December 31, 2022, future minimum payments during the next five years and thereafter are as follows (amounts in thousands): Fiscal Year Operating Finance 2023 $ 7,461 $ 3,751 2024 8,892 5,131 2025 9,104 5,272 2026 9,039 5,417 2027 9,135 5,565 Thereafter 46,370 28,065 Total 90,001 53,201 Less present value discount ( 23,963 ) ( 13,823 ) Lease liabilities $ 66,038 $ 39,378 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Purchase Commitments | As of December 31, 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 2023 $ 2,775 2024 3,150 2025 2,358 2026 2,105 2027 1,418 Thereafter — Total $ 11,806 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 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 Granted (2) 2,100 23.04 Cancelled and forfeited (3) ( 1,222 ) 16.66 Exercised ( 3,832 ) 1.39 Balance as of December 31, 2022 50,124 $ 8.65 6.05 $ 129,209 Vested and expected to vest as of December 31, 2022 (4) 40,549 $ 5.25 5.36 $ 129,209 Vested and exercisable as of December 31, 2022 31,042 $ 1.73 4.44 $ 122,355 (1) This includes 14.7 million options granted in December 2021 pursuant to the EPA Program. (2) All options granted during the year ended December 31, 2022, were granted pursuant to the EPA Program. (3) This includes 0.8 million options forfeited from the EPA program. (4) This includes 6.4 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 December 31, 2022 . |
Schedule of Additional Information Regarding Options Outstanding | Additional information regarding options outstanding as of December 31, 2022, is as follows: Range of Exercise Price per Share Number of Options Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) $ 0.64 2,414 $ 0.64 $ 0.32 $ 1.05 - $ 1.35 19,107 $ 1.29 $ 3.85 $ 2.38 10,112 $ 2.38 $ 6.56 $ 6.23 2,533 $ 6.23 $ 7.68 23.04 15,958 $ 23.04 $ 8.96 50,124 $ 8.65 $ 6.05 |
Schedule of Weighted Average Assumptions Used Inputs to Monte Carlo Simulation and Black-Scholes OPM | The following weighted average assumptions were used as inputs to the Monte Carlo simulation in determining the estimated grant-date fair value of the Company’s stock options for the year ended December 31, 2022: Year Ended December 31, 2022 2021 Volatility 98.69 % 112.49 % Risk-free interest rate 3.52 % 1.44 % Expected dividend — — Cost of equity 14.62 % 11.66 % Weighted average fair value at grant date $ 4.93 $ 20.58 All options granted during the years ended December 31, 2022 and December 31, 2021, were granted pursuant the EPA Program and were valued using a Monte Carlo simulation. The Monte Carlo simulation used in the valuation of the options required 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 and cost of equity. The Company estimated expected term based on the midpoint between the time of vesting and the remaining time to expiration of the option. For options granted in December 2021, given the limited market trading history of the Company's common stock, volatility is based on a weighted blend of (i) the average volatility of peer companies within the automotive and energy storage industries multiplied by a ratio of the Company's volatility based on available stock price data as compared to the average volatility of the Company's peers over the same period and (ii) our implied volatility from exchange traded options. For options granted in December 2022, volatility is based on a blend of (i) the Company’s historical volatility from daily closing stock prices given increased trading history and (ii) the Company’s implied volatility from exchange traded options. Cost of equity is calculated using (i) risk-free rate, (ii) average peer group market beta and (iii) the market-risk premium. The following weighted average assumptions were used as inputs to the Black-Scholes Option Pricing Model in determining the estimated grant-date fair value of the Company’s stock options for the years ended December 31, 2020: Year Ended December 31, 2020 Volatility 70.00 % Risk-free interest rate 0.39 % Expected term (in years) 6.08 Expected dividend — Weighted average fair value at grant date $ 2.67 For options granted with only service conditions, the Company uses the simplified calculation of the expected life for the valuation of options, which takes into consideration the grant’s contractual life and vesting period and assumes that all options will be exercised between the vesting date and the contractual term of the option. Given the lack of a public market for the Company’s common stock prior to the Business Combination and the Company's minimal history as a public company subsequent to the Business Combination, the estimate for volatility is based on an average of the historical volatilities of the common stock of several entities with characteristics similar to those of the Company. Since these comparable companies operate in the same industry segment, the Company expects that it would share similar characteristics, such as risks profiles, volatility, capital intensity, clientele, and market growth patterns and drivers. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. EPA |
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, 2020 13,913 $ 8.94 Granted 2,082 30.28 Vested ( 5,027 ) 6.00 Forfeited ( 414 ) 10.97 Balance as of December 31, 2021 10,555 14.48 Granted 12,466 13.13 Vested ( 5,297 ) 12.75 Forfeited ( 1,161 ) 17.18 Balance as of December 31, 2022 16,563 13.79 |
Schedule of Stock-based Compensation Expense | Total stock-based compensation expense recognized in the accompanying Consolidated Statements of Operations and Comprehensive Loss for all equity awards is as follows (amounts in thousands): Year Ended December 31, 2022 2021 2020 Research and development $ 62,892 $ 29,653 $ 9,889 General and administrative 64,218 22,522 7,135 Total stock-based compensation expense $ 127,110 $ 52,175 $ 17,024 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule Of Earnings Per Share Basic And Diluted [Abstract] | |
Summary of Basic and Diluted Loss per Share of Common Stock | The following table sets forth the computation of basic and diluted loss per Class A Common Stock and Class B Common Stock (amounts in thousands, except per share amounts): Year Ended December 31, 2022 2021 2020 Numerator: Net loss attributable to common stockholders - Basic $ ( 411,907 ) $ ( 45,966 ) $ ( 1,681,777 ) Less: Change in fair value of assumed common stock warrant liabilities — ( 168,674 ) — Net loss attributable to common stockholders - Diluted $ ( 411,907 ) $ ( 214,640 ) $ ( 1,681,777 ) Denominator: Weighted average Class A and Class B Common Stock outstanding- Basic 432,973 404,259 252,144 Effect of dilutive securities — 5,250 — Weighted average Class A and Class B Common Stock outstanding - Diluted 432,973 409,509 252,144 Net loss per share attributable to Class A and Class B Common stockholders - Basic $ ( 0.95 ) $ ( 0.11 ) $ ( 6.67 ) Net loss per share attributable to Class A and Class B Common stockholders - Diluted $ ( 0.95 ) $ ( 0.52 ) $ ( 6.67 ) |
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 antidilutive (amounts in thousands): Year Ended December 31, 2022 2021 2020 Warrants — — 18,150 Options outstanding 50,124 53,078 55,316 Restricted stock units 16,563 10,555 13,913 VGA contingent purchase commitment (1) — — 15,221 Total 66,687 63,633 102,600 (1) This refers to VGA’s commitment to purchase 15.2 million shares of Class A Common Stock for $ 100.0 million subject to certain conditions including the achievement of a specified technical milestone by March 31, 2021. All shares were issued subsequent to the fulfillment of these conditions. |
Joint Venture and Redeemable _2
Joint Venture and Redeemable Non-Controlling Interest (Tables) | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2022, 2021 and 2020 (amounts in thousands): Redeemable Non-Controlling Balance as of December 31, 2019 $ 1,710 Net loss attributable to redeemable non-controlling interest in QSV ( 6 ) Balance as of December 31, 2020 $ 1,704 Net loss attributable to redeemable non-controlling interest in QSV ( 11 ) Balance as of December 31, 2021 $ 1,693 Net income attributable to redeemable non-controlling interest in QSV 11 Balance as of December 31, 2022 $ 1,704 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of Effective Income Tax Rate | A reconciliation from U.S. statutory rate of 21 % to the effective rate is as follows: Year Ended December 31, 2022 2021 2020 Federal Statutory rate 21.0 % 21.0 % 21.0 % State tax expense 7.0 % 7.1 % 0.0 % Stock-based compensation 1.7 % 349.5 % 0.0 % Change in fair value of assumed common stock warrant liabilities 0.0 % 103.1 % ( 7.3 %) Research and development tax credit 2.7 % 41.5 % 0.2 % Permanent tax items ( 0.1 %) ( 7.1 %) ( 0.2 %) State rate differential - change in apportionment 0.0 % 4.4 % ( 0.1 %) Prior year deferred true-up 4.6 % 2.5 % 0.1 % Change in fair value of Series F tranche liabilities 0.0 % 0.0 % ( 12.5 %) Sec. 162(m) wage limitation ( 2.2 %) ( 113.9 %) ( 0.1 %) Change to valuation allowance ( 34.7 %) ( 408.1 %) ( 1.1 %) Effective tax rate 0.0 % 0.0 % 0.0 % |
Components of Net Deferred Tax Assets | Significant components of the Company’s net deferred tax assets as of December 31, 2022 and 2021, are as follows (amounts in thousands): Year Ended December 31, 2022 2021 Deferred tax assets: Net operating losses $ 336,617 $ 257,426 Tax credits 58,476 35,149 Accruals and stock-based compensation 28,152 10,479 Lease liability 30,571 20,234 Section 174 capitalized research & development 45,369 — Intangibles — 685 Gross deferred tax assets 499,185 323,973 Valuation allowance ( 438,212 ) ( 293,211 ) Total deferred tax assets $ 60,973 $ 30,762 Deferred tax liabilities: Right of use assets $ ( 24,450 ) $ ( 18,999 ) Intangibles ( 561 ) — Fixed assets ( 35,962 ) ( 11,763 ) Total deferred tax liabilities ( 60,973 ) ( 30,762 ) Total net deferred tax assets $ — $ — |
Reconciliation of Beginning and Ending Balances of Valuation Allowance | A reconciliation of the beginning and ending balances of the valuation allowance is as follows (amounts in thousands): Year Ended December 31, 2022 2021 2020 Beginning of the year $ ( 293,211 ) $ ( 105,781 ) $ ( 85,677 ) Increase ( 145,001 ) ( 187,430 ) ( 20,104 ) End of the year $ ( 438,212 ) $ ( 293,211 ) $ ( 105,781 ) |
Reconciliation of Beginning and Ending Balances of Unrecognized Tax Benefits | A reconciliation of the beginning and ending balances of unrecognized tax benefits is as follows (amounts in thousands): Year Ended December 31, 2022 2021 2020 Beginning of the year $ 32,172 $ 6,575 $ 7,076 Increase—current year positions 12,388 20,633 1,553 Decrease—current year positions ( 5,056 ) — — Increase—prior year positions 13,298 5,056 193 Decrease—prior year positions — ( 92 ) ( 2,247 ) End of the year $ 52,802 $ 32,172 $ 6,575 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 6 Months Ended | 12 Months Ended | |||||
Sep. 02, 2020 $ / shares | Jun. 30, 2021 shares | Dec. 31, 2022 USD ($) Segment $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) shares | Dec. 31, 2019 USD ($) | Sep. 30, 2018 Agreement | |
Summary Of Significant Accounting Policies [Line Items] | |||||||
Goodwill or other intangible assets | $ | $ 0 | ||||||
Number of operating agreements of joint venture parties | Agreement | 2 | ||||||
Restricted cash | $ | 17,500,000 | $ 17,500,000 | |||||
Cancellation charges incurred related to process and equipment development | $ | 2,800,000 | ||||||
Impairment of long-lived assets | $ | $ 13,695,000 | ||||||
Number of reportable segment | Segment | 1 | ||||||
Number of operating segment | Segment | 1 | ||||||
Redeemable non-controlling interest | $ | $ 1,704,000 | $ 1,693,000 | $ 1,704,000 | $ 1,710,000 | |||
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 | ||||||
Warrants sold | shares | 11,499,989 | ||||||
Warrant exercise price | $ / shares | $ 11.50 | ||||||
Warrants outstanding | shares | 0 | 11,499,989 | |||||
Minimum percentage of class A stockholders required for settlement of shares | 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 | ||||||
Warrants outstanding | shares | 0 | 6,650,000 | |||||
Class A Common Stock | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Number of shares purchased | shares | 510,993 | ||||||
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 | 11,300,000 | ||||||
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 | |||||
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 | $ | $ 107,400,000 | $ 227,800,000 | |||||
U.S. Government and Agency Securities | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Investment securities | $ | $ 610,500,000 | $ 722,300,000 | |||||
JVA | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Percentage of joint venture holders voting interest | 21.50% | 19.80% | |||||
Contribution in exchange for equity interests | $ | $ 1,700,000 | ||||||
Equity interests percentage | 50% | ||||||
Redeemable non-controlling interest | $ | $ 1,700,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Property and Equipment and Their Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 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) | Dec. 31, 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 |
ASU 2022-06 | |
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 | Dec. 31, 2022 |
Change in accounting principle, accounting standards update, immaterial effect | true |
Business Combination - Addition
Business Combination - Additional Information (Details) | 12 Months Ended | ||
Sep. 02, 2020 $ / shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Business Combination [Line Items] | |||
Common stock, authorized | shares | 1,250,000,000 | 1,250,000,000 | |
Preferred stock, authorized | shares | 100,000,000 | 100,000,000 | |
Number of votes each shareholder entitled | 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. | ||
Legacy Quantum Scape | |||
Business Combination [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 | ||
Class A Common Stock | |||
Business Combination [Line Items] | |||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |
Common stock, authorized | shares | 1,000,000,000 | 1,000,000,000 | |
Class A Common Stock | Legacy Quantum Scape | |||
Business Combination [Line Items] | |||
Common stock, par value | $ / shares | $ 0.0001 | ||
Class B Common Stock | |||
Business Combination [Line Items] | |||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |
Common stock, authorized | shares | 250,000,000 | 250,000,000 | |
Class B Common Stock | Legacy Quantum Scape | |||
Business Combination [Line Items] | |||
Common stock, par value | $ / shares | $ 0.0001 |
Business Combination - Reconcil
Business Combination - Reconciliation of Elements of Business Combination to Consolidated Statement of Cash Flows and Consolidated Statement of Redeemable Non-Controlling Interest and Stockholders' Equity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Combination [Line Items] | ||
Proceeds from issuance of common stock, net of issuance costs paid | $ 462,926 | |
Net cash contributions from Business Combination | $ (1,016) | $ 676,863 |
Business Combination - Schedule
Business Combination - Schedule of Number of Shares of Common Stock Issued Immediately Following Consummation of Business Combination (Details) - shares | Dec. 31, 2022 | Dec. 31, 2021 |
Class A Common Stock | ||
Business Combination [Line Items] | ||
Common stock, outstanding | 358,505,000 | 332,869,000 |
Common stock, issued | 358,505,000 | 332,869,000 |
Class B Common Stock | ||
Business Combination [Line Items] | ||
Common stock, outstanding | 79,454,000 | 95,450,000 |
Common stock, issued | 79,454,000 | 95,450,000 |
Business Combination - Schedu_2
Business Combination - Schedule of Number of Shares of Common Stock Issued Immediately Following Consummation of Business Combination (Parenthetical) (Details) - shares | Dec. 31, 2022 | Dec. 31, 2021 |
Class A Common Stock | ||
Business Combination [Line Items] | ||
Common stock, outstanding | 358,505,000 | 332,869,000 |
Class B Common Stock | ||
Business Combination [Line Items] | ||
Common stock, outstanding | 79,454,000 | 95,450,000 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Financial Assets and Liabilities Subject to Fair Value Measurements on Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value assets | $ 1,010,778 | $ 1,440,920 | |
Money Market Funds | |||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value assets | [1] | 107,439 | 227,826 |
Commercial Paper | |||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value assets | [2] | 104,231 | 233,400 |
U.S. Government and Agency Securities | |||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value assets | [2] | 610,450 | 722,310 |
Corporate Notes and Bonds | |||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value assets | [2] | 188,658 | 257,384 |
Level 1 | |||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value assets | 107,439 | 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] | 107,439 | 227,826 |
Level 2 | |||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value assets | 903,339 | 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] | 104,231 | 233,400 |
Level 2 | U.S. Government and Agency Securities | |||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value assets | [2] | 610,450 | 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] | $ 188,658 | $ 257,384 |
[1] Money market funds are included in cash and cash equivalents on the Consolidated Balance Sheets. Marketable securities consist of commercial paper, U.S. government and agency securities, corporate notes and bonds. As of December 31, 2022 and 2021 , marketable securities with original maturities of three months or less of $ 77.0 million and $ 86.1 million, respectively, are included in cash and cash equivalents on the Consolidated Balance Sheets. |
Fair Value Measurement - Summ_2
Fair Value Measurement - Summary of Financial Assets and Liabilities Subject to Fair Value Measurements on Recurring Basis (Parenthetical) (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value Disclosures [Abstract] | ||
Marketable securities | $ 77 | $ 86.1 |
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 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Available for Sale Securities [Line Items] | ||
Amortized Cost | $ 1,028,651 | $ 1,445,128 |
Gross Unrealized Gain | 24 | |
Gross Unrealized Loss | (17,897) | (4,208) |
Fair Value | 1,010,778 | 1,440,920 |
Level 1 | Money Market Funds | ||
Schedule of Available for Sale Securities [Line Items] | ||
Amortized Cost | 107,439 | 227,826 |
Fair Value | 107,439 | 227,826 |
Level 2 | Commercial Paper | ||
Schedule of Available for Sale Securities [Line Items] | ||
Amortized Cost | 104,231 | 233,400 |
Fair Value | 104,231 | 233,400 |
Level 2 | U.S. Government and Agency Securities | ||
Schedule of Available for Sale Securities [Line Items] | ||
Amortized Cost | 620,660 | 724,554 |
Gross Unrealized Gain | 24 | |
Gross Unrealized Loss | (10,234) | (2,244) |
Fair Value | 610,450 | 722,310 |
Level 2 | Corporate Notes and Bonds | ||
Schedule of Available for Sale Securities [Line Items] | ||
Amortized Cost | 196,321 | 259,348 |
Gross Unrealized Loss | (7,663) | (1,964) |
Fair Value | $ 188,658 | $ 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 | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-Sale [Line Items] | ||
Gross unrealized loss less than 12 consecutive months | $ (782) | $ (4,203) |
Fair value less than 12 consecutive months | 249,632 | 957,702 |
Gross unrealized loss 12 consecutive months or longer | (17,115) | (5) |
Fair value 12 consecutive months or longer | 506,590 | 17,011 |
Total gross unrealized loss | (17,897) | (4,208) |
Total fair value | 756,222 | 974,713 |
U.S. Government and Agency Securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Gross unrealized loss less than 12 consecutive months | (521) | (2,239) |
Fair value less than 12 consecutive months | 231,047 | 700,318 |
Gross unrealized loss 12 consecutive months or longer | (9,713) | (5) |
Fair value 12 consecutive months or longer | 336,517 | 17,011 |
Total gross unrealized loss | (10,234) | (2,244) |
Total fair value | 567,564 | 717,329 |
Corporate Notes and Bonds | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Gross unrealized loss less than 12 consecutive months | (261) | (1,964) |
Fair value less than 12 consecutive months | 18,585 | 257,384 |
Gross unrealized loss 12 consecutive months or longer | (7,402) | |
Fair value 12 consecutive months or longer | 170,073 | |
Total gross unrealized loss | (7,663) | (1,964) |
Total fair value | $ 188,658 | $ 257,384 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) | 1 Months Ended | 12 Months Ended | |||||||
Mar. 31, 2021 USD ($) shares | Dec. 01, 2020 USD ($) shares | Sep. 30, 2020 USD ($) Tranche $ / shares shares | Aug. 31, 2020 USD ($) $ / shares shares | May 31, 2020 USD ($) Tranche $ / shares shares | Dec. 31, 2022 USD ($) Security shares | Dec. 31, 2021 USD ($) Security shares | Dec. 31, 2020 USD ($) | Nov. 25, 2020 $ / shares | |
Class of Stock [Line Items] | |||||||||
Financial liabilities subject to fair value measurements on recurring basis | $ 0 | $ 0 | |||||||
Number of marketable securities in an unrealized loss position | Security | 95 | 118 | |||||||
Proceeds from sale of available-for sale marketable securities | $ 15,200,000 | $ 225,100,000 | $ 14,000,000 | ||||||
Allowance for credit losses | $ 0 | $ 0 | |||||||
Preferred stock, shares issued | shares | 0 | 0 | |||||||
Series F Convertible Preferred Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Warrant exercise price | $ / shares | $ 26.4218 | $ 26.4218 | $ 26.4218 | $ 26.42 | |||||
Proceeds from issuance of convertible preferred stock | $ 200,000,000 | $ 188,000,000 | $ 200,000,000 | ||||||
Preferred stock, shares issued | shares | 7,569,508 | 7,115,335 | 7,569,508 | ||||||
Number of funded tranches | Tranche | 2 | 2 | |||||||
Adjusted exchange ratio of warrants | $ / shares | $ 23.50 | ||||||||
Tranche One | Series F Convertible Preferred Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Proceeds from issuance of convertible preferred stock | $ 100,000,000 | ||||||||
Preferred stock, shares issued | shares | 3,784,754 | ||||||||
Tranche Two | Series F Convertible Preferred Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Proceeds from issuance of convertible preferred stock | $ 100,000,000 | ||||||||
Preferred stock, shares issued | shares | 3,784,754 | ||||||||
Tranche Three | Series F Convertible Preferred Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Proceeds from issuance of convertible preferred stock | $ 94,000,000 | ||||||||
Tranche Four | Series F Convertible Preferred Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Proceeds from issuance of convertible preferred stock | $ 94,000,000 |
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 | Dec. 31, 2022 USD ($) |
Investments, Debt and Equity Securities [Abstract] | |
Amortized Cost, Due within one year | $ 803,011 |
Amortized Cost, Due after one year and through five years | 225,640 |
Total Amortized Cost | 1,028,651 |
Fair Value, Due within one year | 797,053 |
Fair Value, Due after one year and through five years | 213,725 |
Total Fair Value | $ 1,010,778 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Reconciliation of Warrants and Tranche Liabilities Measured and Recorded at Fair Value on Recurring Basis Using Significant Unobservable Inputs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2020 | |
Fair Value Liabilities Measured on Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Nonoperating Income (Expense) | |
Series F Convertible Preferred Stock | ||
Fair Value Liabilities Measured on Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Re-measurement loss included in interest expense | $ 999,865 | |
Issuance of Legacy QuantumScape Series F Preferred Stock - tranche shares 3 and 4 | (484,471) | |
Reclassification to additional paid-in capital upon Closing of the Business Combination - tranche shares 1 and 2 | $ (515,394) |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 365,959 | $ 209,421 |
Accumulated depreciation and amortization | (70,025) | (43,238) |
Property and equipment, net | 295,934 | 166,183 |
Computer Equipment, Hardware, and Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 6,784 | 2,740 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 57,771 | 15,116 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 72,201 | 23,192 |
Machinery and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 120,618 | 66,953 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 108,585 | $ 101,420 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization expense related to property and equipment | $ 27.4 | $ 11.7 | $ 7.5 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued Liabilities, Current [Abstract] | ||
Accrued property and equipment | $ 3,152 | $ 1,815 |
Accrued facilities expense | 1,106 | 1,637 |
Other | 3,219 | 2,626 |
Accrued liabilities | $ 7,477 | $ 6,078 |
Balance Sheet Components - Sc_3
Balance Sheet Components - Schedule of Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Balance Sheet Related Disclosures [Abstract] | ||
Long-term Advance Payments | $ 2,615 | $ 315 |
Asset retirement obligation | 5,873 | |
Other liabilities | $ 8,488 | $ 315 |
Leases - Additional Information
Leases - Additional Information (Details) | 1 Months Ended | 12 Months Ended | ||
Nov. 30, 2021 SquareFeet | Jun. 30, 2021 | Apr. 30, 2021 ft² RenewalOption | Dec. 31, 2022 | |
Lessee Lease Description [Line Items] | ||||
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 | 222,000 | 197,000 | ||
Finance lease, existence of option to extend | true | true | ||
Finance lease, option to extend | 10-year | |||
Finance lease, renewal term | 5 years | |||
Number of finance lease renewal options | 2 | |||
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 | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finance lease costs: | |||
Amortization of right-of-use assets- finance lease | $ 2,873 | $ 1,915 | |
Interest on lease liabilities | 2,399 | 1,419 | |
Operating lease costs | 9,082 | 3,016 | $ 2,143 |
Variable lease costs | 2,330 | 530 | 409 |
Total lease expense | $ 16,684 | $ 6,880 | $ 2,552 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Operating outgoing cash flows - finance lease | $ 1,610 | $ 330 | |
Financing outgoing cash flows - finance lease | 809 | 73 | |
Financing (incoming) cash flows - finance lease | (5,580) | ||
Operating outgoing cash flows - operating lease | 4,673 | 2,711 | $ 1,994 |
Right-of-use assets obtained in exchange for new finance lease liabilities | 32,802 | ||
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 28,845 | $ 26,778 |
Leases - Summary of Additional
Leases - Summary of Additional Information for Lease (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Finance lease | ||
Weighted-average remaining lease term - finance lease (in years) | 9 years 9 months 18 days | 10 years 9 months 18 days |
Weighted-average discount rate - finance lease | 6.06% | 6.06% |
Operating lease | ||
Weighted-average remaining lease term - operating lease (in years) | 9 years 7 months 6 days | 10 years 8 months 12 days |
Weighted-average discount rate - operating lease | 6.36% | 6.34% |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Payments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
2023 | $ 7,461 |
2024 | 8,892 |
2025 | 9,104 |
2026 | 9,039 |
2027 | 9,135 |
Thereafter | 46,370 |
Total | 90,001 |
Less present value discount | (23,963) |
Lease liabilities | 66,038 |
2023 | 3,751 |
2024 | 5,131 |
2025 | 5,272 |
2026 | 5,417 |
2027 | 5,565 |
Thereafter | 28,065 |
Total | 53,201 |
Less present value discount | (13,823) |
Lease liabilities | $ 39,378 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 1 Months Ended | 12 Months Ended | |
Jun. 07, 2022 Suit | Feb. 28, 2021 Suit OfficerDirector | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Number of shareholder derivative suit filed | Suit | 4 | 2 | |
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 | Dec. 31, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Minimum purchase commitments, 2023 | $ 2,775 |
Minimum purchase commitments, 2024 | 3,150 |
Minimum purchase commitments, 2025 | 2,358 |
Minimum purchase commitments, 2026 | 2,105 |
Minimum purchase commitments, 2027 | 1,418 |
Minimum purchase commitments, Total | $ 11,806 |
Assumed Common Stock Warrants -
Assumed Common Stock Warrants - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class Of Warrant Or Right [Line Items] | |||
Change in fair value of assumed common stock warrant liabilities | $ 168,674 | $ (581,863) | |
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 | 12 Months Ended | |||||
Dec. 31, 2021 Tranche $ / shares shares | Mar. 31, 2021 USD ($) shares | Mar. 31, 2021 USD ($) shares | Dec. 31, 2022 USD ($) Tranche $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares | Sep. 02, 2020 $ / shares | ||
Class of Stock [Line Items] | ||||||||
Shares authorized | shares | 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 | |||||
Preferred stock, authorized | shares | 100,000,000 | 100,000,000 | 100,000,000 | |||||
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 | |||||||
Weighted average fair value at grant date | $ / shares | $ 4.93 | $ 20.58 | $ 2.67 | |||||
Granted stock option | shares | [1] | 2,100,000 | ||||||
Stock-based compensation expense | $ 127,110,000 | $ 52,175,000 | $ 17,024,000 | |||||
Fair value of restricted stock vested | 65,500,000 | 198,000,000 | 0 | |||||
Aggregate intrinsic value | 42,000,000 | $ 489,700,000 | $ 3,500,000 | |||||
Stock-based compensation unvested stock options not yet recognized | $ 6,400,000 | |||||||
Expected to be recognized estimated weighted average period | 1 year 9 months 18 days | |||||||
EPA | ||||||||
Class of Stock [Line Items] | ||||||||
Options vesting period | 10 years | |||||||
Granted stock option | shares | 14,700,000 | |||||||
Number of Tranches Considered Probable | Tranche | 2 | |||||||
Stock-based compensation expense | $ 49,400,000 | $ 2,400,000 | ||||||
Expected to be recognized estimated weighted average period | 2 years 8 months 12 days | |||||||
Unrecognized compensation costs | $ 65,300,000 | |||||||
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. | |||||||
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 | $ 178,400,000 | |||||||
Restricted Stock Unit | ||||||||
Class of Stock [Line Items] | ||||||||
Expected to be recognized estimated weighted average period | 2 years 10 months 24 days | |||||||
Unrecognized compensation costs | $ 207,900,000 | |||||||
2020 Equity Incentive Award Plan | ||||||||
Class of Stock [Line Items] | ||||||||
Options is granted to stockholder, percentage | 10% | |||||||
Options vesting period | 4 years | |||||||
Options contractual terms | 10 years | |||||||
Minimum | 2020 Equity Incentive Award Plan | ||||||||
Class of Stock [Line Items] | ||||||||
Options granted price per share | 100% | |||||||
Options purchase or exercise price per share | 110% | |||||||
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 | |||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Stock issuance costs | $ 15,500,000 | |||||||
Common stock, issued | shares | 332,869,000 | 358,505,000 | 332,869,000 | |||||
Class A Common Stock | EPA | ||||||||
Class of Stock [Line Items] | ||||||||
Granted stock option | shares | 2,100,000 | 14,700,000 | ||||||
Class A Common Stock | 2020 Equity Incentive Award Plan | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock authorized for issuance | shares | 62,915,959 | |||||||
Common Stock are reserved and available for future issuance | shares | 33,806,148 | |||||||
Class A Common Stock | 2020 Equity Employee Stock Purchase Plan | ||||||||
Class of Stock [Line Items] | ||||||||
Common Stock are reserved and available for future issuance | shares | 11,300,000 | |||||||
Class A Common Stock | Maximum | 2020 Equity Incentive Award Plan | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock authorized for issuance | shares | 69,846,580 | |||||||
Class A Common Stock | VGA | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, issued | shares | 15,200,000 | 15,200,000 | ||||||
Proceeds from common stock | $ 100,000,000 | |||||||
Class A Common Stock | Legacy Quantum Scape | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||
Class A Common Stock | March 2021 Public Offering | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issuance costs | $ 15,500,000 | |||||||
Common stock, issued | shares | 11,960,000 | 11,960,000 | ||||||
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 | |||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock, issued | shares | 95,450,000 | 79,454,000 | 95,450,000 | |||||
Class B Common Stock | Legacy Quantum Scape | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||
[1] All options granted during the year ended December 31, 2022, were granted pursuant to the EPA Program. |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | [1] | ||
Class of Stock [Line Items] | ||||
Outstanding at the beginning of the period (in shares) | [1] | 53,078 | ||
Granted (in shares) | [2] | 2,100 | ||
Cancelled and forfeited (in shares) | [3] | (1,222) | ||
Exercised (in shares) | (3,832) | |||
Outstanding at the end of the period (in shares) | 50,124 | 53,078 | ||
Vested and expected to vest at the end of the period (in shares) | [4] | 40,549 | ||
Vested and exercisable at the end of the period (in shares) | 31,042 | |||
Outstanding at the beginning of the period (in dollars per share) | [1] | $ 7.74 | ||
Granted (in dollars per share) | [2] | 23.04 | ||
Cancelled and forfeited (in dollars per share) | [3] | 16.66 | ||
Exercised (in dollars per share) | 1.39 | |||
Outstanding at the end of the period (in dollars per share) | 8.65 | $ 7.74 | ||
Vested and expected to vest (in dollars per share) | [4] | 5.25 | ||
Vested and exercisable (in dollars per share) | $ 1.73 | |||
Weighted Average Remaining Contractual Term (Years) | 6 years 18 days | 6 years 9 months 10 days | ||
Weighted Average Remaining Contractual Term (Years), vested and expected to vest | [4] | 5 years 4 months 9 days | ||
Weighted Average Remaining Contractual Term (Years), vested and exercisable | 4 years 5 months 8 days | |||
Intrinsic value, balance at end of period | $ 129,209 | |||
Intrinsic value, vested and expected to vest at end of period | [4] | 129,209 | ||
Intrinsic value, vested and exercisable at end of period | $ 122,355 | |||
[1] This includes 14.7 million options granted in December 2021 pursuant to the EPA Program. All options granted during the year ended December 31, 2022, were granted pursuant to the EPA Program. This includes 0.8 million options forfeited from the EPA program. This includes 6.4 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 December 31, 2022 . |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Stock Option Activity (Parenthetical) (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Class of Stock [Line Items] | |||
Granted stock option | [1] | 2,100 | |
Options forfeited | [2] | 1,222 | |
Vested and expected to vest at the end of the period (in shares) | [3] | 40,549 | |
EPA | |||
Class of Stock [Line Items] | |||
Granted stock option | 14,700 | ||
Options forfeited | 800 | ||
Vested and expected to vest at the end of the period (in shares) | 6,400 | ||
[1] All options granted during the year ended December 31, 2022, were granted pursuant to the EPA Program. This includes 0.8 million options forfeited from the EPA program. This includes 6.4 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 December 31, 2022 . |
Stockholders Equity - Schedule
Stockholders Equity - Schedule of Additional Information Regarding Options Outstanding (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | [1] | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |||
Number of Options Outstanding | 50,124 | ||
Weighted Average Exercise Price | $ 8.65 | $ 7.74 | |
Weighted Average Remaining Contractual Life (Years) | 6 years 18 days | ||
$0.64 | |||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |||
Range of Exercise Price per Share | $ 0.64 | ||
Number of Options Outstanding | 2,414 | ||
Weighted Average Exercise Price | $ 0.64 | ||
Weighted Average Remaining Contractual Life (Years) | 3 months 25 days | ||
$1.05 - $1.35 | |||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |||
Number of Options Outstanding | 19,107 | ||
Weighted Average Exercise Price | $ 1.29 | ||
Weighted Average Remaining Contractual Life (Years) | 3 years 10 months 6 days | ||
$1.05 - $1.35 | Minimum | |||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |||
Range of Exercise Price per Share | $ 1.05 | ||
$1.05 - $1.35 | Maximum | |||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |||
Range of Exercise Price per Share | 1.35 | ||
$2.38 | |||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |||
Range of Exercise Price per Share | $ 2.38 | ||
Number of Options Outstanding | 10,112 | ||
Weighted Average Exercise Price | $ 2.38 | ||
Weighted Average Remaining Contractual Life (Years) | 6 years 6 months 21 days | ||
$6.23 | |||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |||
Range of Exercise Price per Share | $ 6.23 | ||
Number of Options Outstanding | 2,533 | ||
Weighted Average Exercise Price | $ 6.23 | ||
Weighted Average Remaining Contractual Life (Years) | 7 years 8 months 4 days | ||
23.04 | |||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |||
Range of Exercise Price per Share | $ 23.04 | ||
Number of Options Outstanding | 15,958 | ||
Weighted Average Exercise Price | $ 23.04 | ||
Weighted Average Remaining Contractual Life (Years) | 8 years 11 months 15 days | ||
[1] This includes 14.7 million options granted in December 2021 pursuant to the EPA Program. |
Stockholders' Equity - Schedu_3
Stockholders' Equity - Schedule of Weighted Average Assumptions Used Inputs to Monte Carlo Simulation and Black-Scholes OPM (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement [Abstract] | |||
Volatility | 98.69% | 112.49% | 70% |
Risk-free interest rate | 3.52% | 1.44% | 0.39% |
Option term (in years) | 6 years 29 days | ||
Cost of equity | 14.62% | 11.66% | |
Weighted average fair value at grant date | $ 4.93 | $ 20.58 | $ 2.67 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Vesting Tranches (Details) - EPA | 12 Months Ended |
Dec. 31, 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_4
Stockholders' Equity - Schedule of Restricted Stock Unit Activity (Details) - Restricted Stock Unit - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Restricted Stock Units, Beginning Balance | 10,555 | 13,913 |
Number of Restricted Stock Units, Granted | 12,466 | 2,082 |
Number of Restricted Stock Units, Vested | (5,297) | (5,027) |
Number of Restricted Stock Units, Forfeited | (1,161) | (414) |
Number of Restricted Stock Units, Ending Balance | 16,563 | 10,555 |
Weighted Average grant date fair value, Beginning Balance | $ 14.48 | $ 8.94 |
Weighted Average grant date fair value, Granted | 13.13 | 30.28 |
Weighted Average grant date fair value, Vested | 12.75 | 6 |
Weighted Average grant date fair value, Forfeited | 17.18 | 10.97 |
Weighted Average grant date fair value, Ending Balance | $ 13.79 | $ 14.48 |
Stockholders Equity - Schedul_2
Stockholders Equity - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | $ 127,110 | $ 52,175 | $ 17,024 |
Research and Development | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 62,892 | 29,653 | 9,889 |
General and Administrative | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | $ 64,218 | $ 22,522 | $ 7,135 |
Earnings (Loss) Per Share - Sum
Earnings (Loss) Per Share - Summary of Basic and Diluted Loss per Share of Common Stock (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | |||
Net loss attributable to common stockholders - Basic | $ (411,907) | $ (45,966) | $ (1,681,777) |
Less: Change in fair value of assumed common stock warrant liabilities | (168,674) | 581,863 | |
Net loss attributable to common stockholders - Diluted | $ (411,907) | $ (214,640) | $ (1,681,777) |
Denominator: | |||
Weighted average Class A and Class B Common Stock outstanding - Basic | 432,973 | 404,259 | 252,144 |
Effect of dilutive securities | 5,250 | ||
Weighted average Class A and Class B Common Stock outstanding - Diluted | 432,973 | 409,509 | 252,144 |
Net loss per share attributable to Class A and Class B Common stockholders - Basic | $ (0.95) | $ (0.11) | $ (6.67) |
Net loss per share attributable to Class A and Class B Common stockholders - Diluted | $ (0.95) | $ (0.52) | $ (6.67) |
Common Class A and Class B Shares | |||
Denominator: | |||
Weighted average Class A and Class B Common Stock outstanding - Basic | 432,973 | 404,259 | 252,144 |
Weighted average Class A and Class B Common Stock outstanding - Diluted | 432,973 | 409,509 | 252,144 |
Net loss per share attributable to Class A and Class B Common stockholders - Basic | $ (0.95) | $ (0.11) | $ (6.67) |
Net loss per share attributable to Class A and Class B Common stockholders - Diluted | $ (0.95) | $ (0.52) | $ (6.67) |
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 | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive | 66,687 | 63,633 | 102,600 | |
Warrants | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive | 18,150 | |||
Options Outstanding | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive | 50,124 | 53,078 | 55,316 | |
Restricted Stock Unit | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive | 16,563 | 10,555 | 13,913 | |
VGA Contingent Purchase Commitment | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive | [1] | 15,221 | ||
[1] This refers to VGA’s commitment to purchase 15.2 million shares of Class A Common Stock for $ 100.0 million subject to certain conditions including the achievement of a specified technical milestone by March 31, 2021. All shares were issued subsequent to the fulfillment of these conditions. |
Earnings (Loss) Per Share - S_3
Earnings (Loss) Per Share - Summary of Potential Common Stock Outstanding Excluded from Computation of Diluted Net Loss Per Share (Parenthetical) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Proceeds from issuance of common stock, net of issuance costs paid | $ 462,926 | ||
Class A Common Stock | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Common stock, issued | 332,869,000 | 358,505,000 | |
Class A Common Stock | VGA | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Common stock, issued | 15,200,000 | ||
Proceeds from issuance of common stock, net of issuance costs paid | $ 100,000 |
Joint Venture and Redeemable _3
Joint Venture and Redeemable Non-Controlling Interest - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | May 31, 2020 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Joint Venture And Non Controlling Interest [Line Items] | |||||
Cash and cash equivalents | $ 113,216 | $ 235,393 | $ 320,700 | ||
Proceeds from issuance of Series F preferred stock, net of issuance costs | $ 176,462 | ||||
QSV | |||||
Joint Venture And Non Controlling Interest [Line Items] | |||||
Cash and cash equivalents | $ 3,395 | $ 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 | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Joint Venture And Non Controlling Interest [Abstract] | |||
Redeemable Non-Controlling, Beginning balance | $ 1,693 | $ 1,704 | $ 1,710 |
Net income (loss) attributable to redeemable non-controlling interest in QSV | 11 | (11) | (6) |
Redeemable Non-Controlling, Ending balance | $ 1,704 | $ 1,693 | $ 1,704 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax [Line Items] | ||||
Provision for income taxes | $ 0 | $ 0 | $ 0 | |
Current income tax expense (benefit) | 0 | 0 | 0 | |
Deferred income tax expense (benefit) | $ 0 | $ 0 | $ 0 | |
Federal Statutory rate | 21% | 21% | 21% | |
Valuation allowance increase, amount | $ 145,001,000 | $ 187,430,000 | $ 20,104,000 | |
Tax credit carryforward expiration beginning year | 2031 | |||
Tax credit carryforward, description | The state tax credit carryforwards do not expire. | |||
Unrecognized tax benefits | $ 52,802,000 | 32,172,000 | 6,575,000 | $ 7,076,000 |
Interest or penalties related to unrecognized tax benefits. | $ 0 | $ 0 | $ 0 | |
Income tax examination, description | The federal and state income tax returns are open under the statute of limitations subject to tax examinations for the tax years ended December 31, 2019 through December 31, 2021 and December 31, 2018 through December 31, 2021, respectively. | |||
Research Tax Credit Carryforward | California Franchise Tax Board | ||||
Income Tax [Line Items] | ||||
Research and development credits | $ 48,500,000 | |||
Prior to 2018 | ||||
Income Tax [Line Items] | ||||
Operating loss carryforwards, expire beginning date | 2030 | |||
Federal | ||||
Income Tax [Line Items] | ||||
Operating loss carryforwards | $ 1,200,000,000 | |||
Federal | Research Tax Credit Carryforward | ||||
Income Tax [Line Items] | ||||
Research and development credits | 68,400,000 | |||
Federal | Prior to 2018 | ||||
Income Tax [Line Items] | ||||
Operating loss carryforwards | 170,200,000 | |||
State | ||||
Income Tax [Line Items] | ||||
Operating loss carryforwards | 1,190,000,000 | |||
State | Expire Beginning in 2030, If Not Utilized | ||||
Income Tax [Line Items] | ||||
Operating loss carryforwards | $ 1,030,000,000 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Effective Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Federal Statutory rate | 21% | 21% | 21% |
State tax expense | 7% | 7.10% | 0% |
Stock-based compensation | 1.70% | 349.50% | 0% |
Change in fair value of assumed common stock warrant liabilities | 0% | 103.10% | (7.30%) |
Research and development tax credit | 2.70% | 41.50% | 0.20% |
Permanent tax items | (0.10%) | (7.10%) | (0.20%) |
State rate differential - change in apportionment | 0% | 4.40% | (0.10%) |
Prior year deferred true-up | 4.60% | 2.50% | 0.10% |
Change in fair value of Series F tranche liabilities | 0% | 0% | (12.50%) |
Sec. 162(m) wage limitation | (2.20%) | (113.90%) | (0.10%) |
Change to valuation allowance | (34.70%) | (408.10%) | (1.10%) |
Effective tax rate | 0% | 0% | 0% |
Income Taxes - Components of Ne
Income Taxes - Components of Net Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||||
Net operating losses | $ 336,617 | $ 257,426 | ||
Tax credits | 58,476 | 35,149 | ||
Accruals and stock-based compensation | 28,152 | 10,479 | ||
Lease liability | 30,571 | 20,234 | ||
Section 174 capitalized research & development | 45,369 | |||
Intangibles | 685 | |||
Gross deferred tax assets | 499,185 | 323,973 | ||
Valuation allowance | (438,212) | (293,211) | $ (105,781) | $ (85,677) |
Total deferred tax assets | 60,973 | 30,762 | ||
Deferred tax liabilities: | ||||
Right of use assets | (24,450) | (18,999) | ||
Intangibles | (561) | |||
Fixed assets | (35,962) | (11,763) | ||
Total deferred tax liabilities | $ (60,973) | $ (30,762) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Beginning and Ending Balances of Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Beginning of the year | $ (293,211) | $ (105,781) | $ (85,677) |
Increase | (145,001) | (187,430) | (20,104) |
End of the year | $ (438,212) | $ (293,211) | $ (105,781) |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of Beginning and Ending Balances of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Beginning of the year | $ 32,172 | $ 6,575 | $ 7,076 |
Increase—current year positions | 12,388 | 20,633 | 1,553 |
Decrease--current year positions | (5,056) | ||
Increase—prior year positions | 13,298 | 5,056 | 193 |
Decrease—prior year positions | (92) | (2,247) | |
End of the year | $ 52,802 | $ 32,172 | $ 6,575 |