UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol (s) |
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The number of shares of the registrant’s Class A Common Stock, par value $0.0001 per share outstanding was
Table of Contents
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Page |
PART I. |
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Item 1. |
2 |
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2 |
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Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) |
3 |
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4 |
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5 |
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Notes to Condensed Consolidated Financial Statements (Unaudited) |
6 |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
24 |
Item 3. |
32 |
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Item 4. |
32 |
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PART II. |
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Item 1. |
33 |
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Item 1A. |
33 |
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Item 2. |
56 |
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Item 3. |
56 |
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Item 4. |
56 |
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Item 5. |
56 |
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Item 6. |
57 |
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59 |
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i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Unless the context otherwise requires, all references to “QuantumScape,” “we,” “us,” “our,” or the “Company” in this Quarterly Report on Form 10-Q (this “Report”) refer to the current QuantumScape Corporation and its subsidiaries.
The Company makes forward-looking statements in this Report and in documents incorporated herein by reference. All statements, other than statements of present or historical fact included in or incorporated by reference in this Report, regarding the Company’s future financial performance, as well as the Company’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Report, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “prospective,” “should,” “will,” “would,” the negative of such terms, and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations, assumptions, hopes, beliefs, intentions and strategies regarding future events and are based on currently available information as to the outcome and timing of future events. The Company cautions you that these forward-looking statements are subject to risks and uncertainties, including those described in Part II, Item 1A, "Risk Factors" in this Report, most of which are difficult to predict and many of which are beyond the control of the Company and incident to its business. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make.
In addition, forward-looking statements in this Report and in any document incorporated herein by reference should not be relied upon as representing the Company’s views as of any subsequent date, and the Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable laws.
As a result of a number of known and unknown risks and uncertainties, the Company’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include those discussed in Part II, Item 1A, “Risk Factors” in this Report and in our other filings with the Securities and Exchange Commission (“SEC”).
1
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
QuantumScape Corporation
Condensed Consolidated Balance Sheets (Unaudited)
(In Thousands, Except per Share Amounts)
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September 30, |
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December 31, |
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2023 |
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2022 |
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Assets |
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Current assets |
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Cash and cash equivalents ($ |
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$ |
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$ |
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Marketable securities |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Right-of-use assets - finance lease |
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Right-of-use assets - operating lease |
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Other assets |
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Total assets |
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$ |
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$ |
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Liabilities, redeemable non-controlling interest and stockholders’ equity |
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Current liabilities |
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Accounts payable |
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$ |
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$ |
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Accrued liabilities |
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Accrued compensation and benefits |
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Operating lease liability, short-term |
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Finance lease liability, short-term |
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Total current liabilities |
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Operating lease liability, long-term |
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Finance lease liability, long-term |
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Other liabilities |
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Total liabilities |
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Redeemable non-controlling interest |
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Stockholders’ equity |
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Preferred stock- $ |
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Common stock - $ |
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Additional paid-in-capital |
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Accumulated other comprehensive loss |
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( |
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( |
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Accumulated deficit |
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( |
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( |
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Total stockholders’ equity |
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Total liabilities, redeemable non-controlling interest and stockholders’ equity |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
QuantumScape Corporation
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)
(In Thousands, Except per Share Amounts)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2023 |
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2022 |
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2023 |
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2022 |
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Operating expenses: |
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Research and development |
$ |
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$ |
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$ |
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$ |
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General and administrative |
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Total operating expenses |
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Loss from operations |
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( |
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( |
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( |
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( |
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Other income (loss): |
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Interest expense |
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( |
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( |
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( |
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( |
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Interest income |
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Other income (expense) |
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Total other income |
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Net loss |
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( |
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( |
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( |
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( |
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Less: Net income (loss) attributable to non-controlling interest, net of tax of $ |
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( |
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Net loss attributable to common stockholders |
$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Net loss |
$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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Other comprehensive income (loss): |
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Unrealized gain (loss) on marketable securities |
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( |
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( |
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Total comprehensive loss |
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( |
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( |
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( |
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( |
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Less: Comprehensive income (loss) attributable to non-controlling interest |
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( |
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Comprehensive loss attributable to common stockholders |
$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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$ |
( |
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Basic and Diluted net loss per share |
$ |
( |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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Basic and Diluted weighted-average common shares outstanding |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
QuantumScape Corporation
Condensed Consolidated Statements of Redeemable Non-Controlling Interest and Stockholders’ Equity (Unaudited)
(In Thousands)
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Redeemable |
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Common Stock |
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Additional |
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Accumulated |
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Accumulated |
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Total |
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Three Months Ended September 30, 2023 |
Interest |
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Shares |
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Amount |
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Capital |
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Deficit |
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Loss |
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Equity |
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Balance as of June 30, 2023 |
$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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Exercise of stock options |
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— |
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— |
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— |
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— |
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Shares issued upon vesting of restricted stock units |
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— |
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— |
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— |
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— |
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— |
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— |
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Issuance of Class A Common Stock, net of issuance costs of $ |
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— |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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Net income (loss) |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Unrealized gain (loss) on marketable securities |
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— |
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— |
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— |
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— |
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— |
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Balance as of September 30, 2023 |
$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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Redeemable |
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Common Stock |
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Additional |
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Accumulated |
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Accumulated |
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Total |
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Nine Months Ended September 30, 2023 |
Interest |
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Shares |
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Amount |
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Capital |
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Deficit |
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Loss |
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Equity |
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Balance as of December 31, 2022 |
$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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Exercise of stock options and employee stock purchase plan |
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— |
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— |
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— |
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Shares issued upon vesting of restricted stock units |
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— |
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— |
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— |
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— |
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— |
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— |
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Issuance of Class A Common Stock, net of issuance costs of $ |
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— |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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Net income (loss) |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
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Unrealized gain (loss) on marketable securities |
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— |
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— |
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— |
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— |
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— |
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Balance as of September 30, 2023 |
$ |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Redeemable |
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Common Stock |
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Additional |
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Accumulated |
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Accumulated |
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Total |
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Three Months Ended September 30, 2022 |
Interest |
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Shares |
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Amount |
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Capital |
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Deficit |
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Loss |
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Equity |
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Balance as of June 30, 2022 |
$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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Exercise of stock options |
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— |
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— |
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— |
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— |
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Shares issued upon vesting of restricted stock units |
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— |
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— |
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— |
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— |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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Net income (loss) |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
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Unrealized loss on marketable securities |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
Balance as of September 30, 2022 |
$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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|||||||
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Redeemable |
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Common Stock |
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Additional |
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Accumulated |
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Accumulated |
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Total |
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||||||||||
Nine Months Ended September 30, 2022 |
Interest |
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Shares |
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Amount |
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Capital |
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Deficit |
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Loss |
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Equity |
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|||||||
Balance as of December 31, 2021 |
$ |
|
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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Exercise of stock options and employee stock purchase plan |
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— |
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— |
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— |
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— |
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Shares issued upon vesting of restricted stock units |
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— |
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— |
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— |
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— |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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( |
) |
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— |
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— |
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|
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— |
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|
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( |
) |
|
|
— |
|
|
|
( |
) |
Unrealized loss on marketable securities |
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Balance as of September 30, 2022 |
$ |
|
|
|
|
|
|
$ |
|
|
$ |
|
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$ |
( |
) |
|
$ |
( |
) |
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$ |
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|||||
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
QuantumScape Corporation
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In Thousands)
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Nine Months Ended September 30, |
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2023 |
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2022 |
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Operating activities |
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Net loss |
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$ |
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$ |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Depreciation and amortization |
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Amortization of right-of-use assets and non-cash lease expense |
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Amortization of premiums and accretion of discounts on marketable securities |
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Stock-based compensation expense |
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Impairment of fixed assets |
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Other |
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Changes in operating assets and liabilities: |
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Prepaid expenses and other assets |
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Accounts payable, accrued liabilities and accrued compensation |
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Other long-term liabilities |
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Operating lease liability |
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Net cash used in operating activities |
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Investing activities |
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Purchases of property and equipment |
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Proceeds from maturities of marketable securities |
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Proceeds from sales of marketable securities |
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