Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Jul. 22, 2021 | |
Document And Entity Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | QUANTUMSCAPE CORPORATION | |
Entity Central Index Key | 0001811414 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-39345 | |
Entity Tax Identification Number | 85-0796578 | |
Entity Address, Address Line One | 1730 Technology Drive | |
Entity Address, City or Town | San Jose | |
Entity Address, State or Province | CA | |
Entity Address Postal Zip Code | 95110 | |
City Area Code | 408 | |
Local Phone Number | 452-2000 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Class A Common Stock | ||
Document And Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 305,040,491 | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | QS | |
Security Exchange Name | NYSE | |
Class B Common Stock | ||
Document And Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 109,606,774 | |
Redeemable Warrants | ||
Document And Entity Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | |
Trading Symbol | QS.WS | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents ($3,382 and $3,406 as of June 30, 2021 and December 31, 2020, respectively, for joint venture) | $ 402,391 | $ 113,216 |
Marketable securities | 1,165,139 | 884,336 |
Prepaid expenses and other current assets | 10,622 | 11,616 |
Total current assets | 1,578,152 | 1,009,168 |
Property and equipment, net | 91,217 | 43,696 |
Right-of-use assets - finance lease | 38,105 | |
Right-of-use assets - operating lease | 23,382 | 11,712 |
Other assets | 12,219 | 2,193 |
Total assets | 1,743,075 | 1,066,769 |
Current liabilities | ||
Accounts payable | 14,135 | 5,383 |
Accrued liabilities | 3,663 | 2,701 |
Accrued compensation | 5,602 | 2,391 |
Operating lease liability, short-term | 1,519 | 1,220 |
Strategic premium, short-term | 352 | 655 |
Total current liabilities | 25,271 | 12,350 |
Operating lease liability, long-term | 22,516 | 11,244 |
Finance lease liability, long-term | 38,708 | |
Assumed common stock warrant liabilities | 148,455 | 689,699 |
Total liabilities | 234,950 | 713,293 |
Commitments and contingencies (see Note 8) | ||
Redeemable non-controlling interest | 1,694 | 1,704 |
Stockholders’ equity | ||
Preferred stock- $0.0001 par value; 100,000 shares authorized, none issued and outstanding as of June 30, 2021 and December 31, 2020 | ||
Common stock - $0.0001 par value; 1,250,000 shares authorized (1,000,000 Class A and 250,000 Class B); 304,933 Class A and 109,607 Class B shares issued and outstanding as of June 30, 2021, 207,769 Class A and 156,225 Class B shares issued and outstanding as of December 31, 2020 | 41 | 36 |
Additional paid-in-capital | 3,478,814 | 2,329,406 |
Accumulated other comprehensive loss | (694) | (31) |
Accumulated deficit | (1,971,730) | (1,977,639) |
Total stockholders’ equity | 1,506,431 | 351,772 |
Total liabilities, redeemable non-controlling interest and stockholders’ equity | $ 1,743,075 | $ 1,066,769 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Cash and cash equivalents | $ 402,391 | $ 113,216 |
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 | $ 3,382 | $ 3,406 |
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 | 304,933,000 | 207,769,000 |
Common stock, outstanding | 304,933,000 | 207,769,000 |
Class B Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 250,000,000 | 250,000,000 |
Common stock, issued | 109,607,000 | 156,225,000 |
Common stock, outstanding | 109,607,000 | 156,225,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Operating expenses: | ||||
Research and development | $ 35,776 | $ 12,049 | $ 65,241 | $ 25,396 |
General and administrative | 13,846 | 2,178 | 29,056 | 4,747 |
Total operating expenses | 49,622 | 14,227 | 94,297 | 30,143 |
Loss from operations | (49,622) | (14,227) | (94,297) | (30,143) |
Other (loss) income: | ||||
Interest expense | (238) | (238) | ||
Interest income | 349 | 281 | 596 | 819 |
Change in fair value of assumed common stock warrant liabilities | 130,504 | 99,740 | ||
Other (expense) income | (5) | 98 | ||
Total other income | 130,610 | 281 | 100,196 | 819 |
Net income (loss) | 80,988 | (13,946) | 5,899 | (29,324) |
Less: Net loss attributable to non-controlling interest, net of tax of $0 for the three and six months ended June 30, 2021 and 2020 | (1) | (10) | (5) | |
Net income (loss) attributable to common stockholders | 80,988 | (13,945) | 5,909 | (29,319) |
Net income (loss) | 80,988 | (13,946) | 5,899 | (29,324) |
Other comprehensive income (loss): | ||||
Unrealized gain (loss) on marketable securities | (837) | (258) | (663) | 57 |
Total comprehensive income (loss) | 80,151 | (14,204) | 5,236 | (29,267) |
Less: Comprehensive loss attributable to non-controlling interest | (1) | (10) | (5) | |
Comprehensive income (loss) attributable to common stockholders | $ 80,151 | $ (14,203) | $ 5,246 | $ (29,262) |
Net income (loss) per share of common stock attributable to common stockholders | ||||
Basic | $ 0.20 | $ (0.06) | $ 0.02 | $ (0.12) |
Diluted | $ (0.12) | $ (0.06) | $ (0.24) | $ (0.12) |
Weighted-average shares used in computing net income (loss) per share of common stock | ||||
Basic | 404,957 | 239,798 | 386,970 | 239,795 |
Diluted | 410,372 | 239,798 | 396,059 | 239,795 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Net income (loss) attributable to non-controlling interest, tax | $ 0 | $ 0 | $ 0 | $ 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Redeemable Non-Controlling Interest and Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Class A Common Stock | Legacy QuantumScape Series F Preferred Stock Purchase AgreementClass A Common Stock | Common Stock | Common StockClass A Common Stock | Common StockLegacy QuantumScape Series F Preferred Stock Purchase AgreementClass A Common Stock | Additional Paid-In Capital | Additional Paid-In CapitalClass A Common Stock | Additional Paid-In CapitalLegacy QuantumScape Series F Preferred Stock Purchase AgreementClass A Common Stock | 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 | 239,777,057 | ||||||||||
Exercise of stock option | 14 | 14 | |||||||||
Exercise of stock option, Shares | 21,717 | ||||||||||
Stock-based compensation | 4,382 | 4,382 | |||||||||
Net income (loss) | (29,319) | (29,319) | |||||||||
Net loss, Redeemable Non-Controlling interest | (5) | ||||||||||
Unrealized gain (loss) on marketable securities | 57 | 57 | |||||||||
Ending balance at Jun. 30, 2020 | 123,826 | $ 24 | 448,836 | (325,181) | 147 | ||||||
Redeemable Non-Controlling, Ending balance at Jun. 30, 2020 | 1,705 | ||||||||||
Ending balance, Shares at Jun. 30, 2020 | 239,798,774 | ||||||||||
Beginning balance at Mar. 31, 2020 | 135,843 | $ 24 | 446,650 | (311,236) | 405 | ||||||
Redeemable Non-Controlling, Beginning balance at Mar. 31, 2020 | 1,706 | ||||||||||
Beginning balance, Shares at Mar. 31, 2020 | 239,797,166 | ||||||||||
Exercise of stock option | 1 | 1 | |||||||||
Exercise of stock option, Shares | 1,608 | ||||||||||
Stock-based compensation | 2,185 | 2,185 | |||||||||
Net income (loss) | (13,945) | (13,945) | |||||||||
Net loss, Redeemable Non-Controlling interest | (1) | ||||||||||
Unrealized gain (loss) on marketable securities | (258) | (258) | |||||||||
Ending balance at Jun. 30, 2020 | 123,826 | $ 24 | 448,836 | (325,181) | 147 | ||||||
Redeemable Non-Controlling, Ending balance at Jun. 30, 2020 | 1,705 | ||||||||||
Ending balance, Shares at Jun. 30, 2020 | 239,798,774 | ||||||||||
Beginning balance at Dec. 31, 2020 | 351,772 | $ 36 | 2,329,406 | (1,977,639) | (31) | ||||||
Redeemable Non-Controlling, Beginning balance at Dec. 31, 2020 | 1,704 | ||||||||||
Beginning balance, Shares at Dec. 31, 2020 | 363,993,705 | ||||||||||
Exercise of stock option | $ 9,452 | $ 1 | 9,451 | ||||||||
Exercise of stock option, Shares | 10,529,052 | 10,529,052 | |||||||||
Shares issued upon vesting of restricted stock units | 3,005,500 | ||||||||||
Exercise of warrants | $ 553,822 | $ 1 | 553,821 | ||||||||
Exercise of warrants, Shares | 9,830,244 | ||||||||||
Issuance of Common Stock | $ 462,926 | $ 99,930 | $ 1 | $ 2 | $ 462,925 | $ 99,928 | |||||
Issuance of Common Stock, Shares | 11,960,000 | 15,221,334 | |||||||||
Stock-based compensation | 23,283 | 23,283 | |||||||||
Net income (loss) | 5,909 | 5,909 | |||||||||
Net loss, Redeemable Non-Controlling interest | (10) | ||||||||||
Unrealized gain (loss) on marketable securities | (663) | (663) | |||||||||
Ending balance at Jun. 30, 2021 | 1,506,431 | $ 41 | 3,478,814 | (1,971,730) | (694) | ||||||
Redeemable Non-Controlling, Ending balance at Jun. 30, 2021 | 1,694 | ||||||||||
Ending balance, Shares at Jun. 30, 2021 | 414,539,835 | ||||||||||
Beginning balance at Mar. 31, 2021 | 1,293,906 | $ 39 | 3,346,442 | (2,052,718) | 143 | ||||||
Redeemable Non-Controlling, Beginning balance at Mar. 31, 2021 | 1,694 | ||||||||||
Beginning balance, Shares at Mar. 31, 2021 | 389,772,337 | ||||||||||
Exercise of stock option | 8,572 | 8,572 | |||||||||
Exercise of stock option, Shares | 7,644,503 | ||||||||||
Shares issued upon vesting of restricted stock units | 1,561,181 | ||||||||||
Exercise of warrants | 12,265 | 12,265 | |||||||||
Exercise of warrants, Shares | 340,480 | ||||||||||
Issuance of Common Stock | $ 99,930 | $ 2 | $ 99,928 | ||||||||
Issuance of Common Stock, Shares | 15,221,334 | ||||||||||
Stock-based compensation | 11,607 | 11,607 | |||||||||
Net income (loss) | 80,988 | 80,988 | |||||||||
Unrealized gain (loss) on marketable securities | (837) | (837) | |||||||||
Ending balance at Jun. 30, 2021 | 1,506,431 | $ 41 | $ 3,478,814 | $ (1,971,730) | $ (694) | ||||||
Redeemable Non-Controlling, Ending balance at Jun. 30, 2021 | $ 1,694 | ||||||||||
Ending balance, Shares at Jun. 30, 2021 | 414,539,835 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Redeemable Non-Controlling Interest and Stockholders' Equity (Unaudited) (Parenthetical) - Common Stock - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Stock issuance costs | $ 15.5 | |
Legacy QuantumScape Series F Preferred Stock Purchase Agreement | ||
Stock issuance costs | $ 0.1 | $ 0.1 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Operating activities | ||
Net income (loss) | $ 5,899 | $ (29,324) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 5,155 | 3,075 |
Amortization of right-of-use assets- operating lease | 706 | 605 |
Amortization of right-of-use assets- finance lease | 565 | |
Amortization of premiums and accretion of discounts on marketable securities | 5,432 | (5) |
Amortization of strategic premium | (302) | (327) |
Stock-based compensation expense | 23,283 | 4,382 |
Change in fair value of assumed common stock warrant liabilities | (99,740) | |
Other | (113) | (8) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 468 | (448) |
Accounts payable, accrued liabilities and accrued compensation | 5,016 | 579 |
Operating lease liability | (804) | (529) |
Net cash used in operating activities | (54,435) | (22,000) |
Investing activities | ||
Purchases of property and equipment, net | 43,655 | 9,891 |
Proceeds from maturities of marketable securities | 411,000 | 62,000 |
Proceeds from sales of marketable securities | 121,455 | |
Purchases of marketable securities | (819,339) | (24,351) |
Net cash (used in) provided by investing activities | (330,539) | 27,758 |
Financing activities | ||
Proceeds from exercise of stock options | 9,452 | 14 |
Proceeds from exercise of warrants | 112,318 | |
Payment of Business Combination share issuance costs | (1,016) | |
Proceeds from issuance of common stock, net of issuance costs paid | 462,926 | |
Proceeds from issuance of Class A Common Stock pursuant to Legacy QuantumScape Series F Preferred Stock Purchase Agreement, net of issuance costs | 99,930 | |
Proceeds from finance lease, net of principal payment | 38 | |
Net cash provided by financing activities | 683,648 | 14 |
Net increase in cash, cash equivalents and restricted cash | 298,674 | 5,772 |
Cash, cash equivalents and restricted cash at beginning of period | 115,410 | 25,596 |
Cash, cash equivalents and restricted cash at end of period | 414,084 | 31,368 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 238 | |
Purchases of property and equipment, accrued but not paid | 13,090 | $ 1,524 |
Fair value of assumed common stock warrants exercised | $ 441,504 |
Cash, Cash Equivalents and Rest
Cash, Cash Equivalents and Restricted Cash by Category - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 30, 2020 |
Statement Of Cash Flows [Abstract] | ||
Cash and cash equivalents | $ 402,391 | $ 29,175 |
Other assets | 11,693 | 2,193 |
Total cash, cash equivalents and restricted cash | $ 414,084 | $ 31,368 |
Organization
Organization | 6 Months Ended |
Jun. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization | Note 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 QuantumScape Battery 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 June 30, 2021, the Company has not derived revenue from its principal business activities. Beginning in March 2020, the COVID-19 pandemic and the measures imposed to contain this pandemic have disrupted and are expected to continue to impact the Company’s business. In California, many of the COVID restrictions have recently been relaxed, but there is concern that some or all of these restrictions may be reimposed if there is a significant increase in the reported cases of COVID. The magnitude of the impact of the COVID-19 pandemic on the Company’s productivity, results of operations and financial position, and its disruption to the Company’s business and battery development and timeline, will depend in part, on the length and severity of these restrictions and on the Company’s ability to conduct business in the ordinary course. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note Basis of Presentation The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). 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 is treated as the acquirer for financial reporting purposes. 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 are stated at historical cost, with no goodwill or other intangible assets recorded. Legacy QuantumScape was determined to be the accounting acquirer based on the following predominant factors: • • • The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Legacy QuantumScape. The shares and corresponding capital amounts and losses per share, prior to the Business Combination, have been retroactively restated based on shares reflecting the Exchange Ratio (as defined below) established in the Business Combination. Use of Estimates The preparation of the condensed consolidated 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 convertible preferred stock warrants, valuation of convertible preferred stock tranche liabilities, and valuation of assumed common stock warrants among others. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from those estimates. Unaudited Interim Condensed Consolidated Financial Statements The accompanying interim condensed consolidated balance sheet as of June 30, 2021, the interim condensed consolidated statements of redeemable non-controlling interest and stockholders’ equity, the interim condensed consolidated statements of operations and comprehensive loss, and the interim condensed consolidated statements of cash flows for the three and six months ended June 30, 2021 and 2020, are unaudited. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in management’s opinion, include all adjustments consisting of only normal recurring adjustments necessary for the fair statement of the Company’s financial position as of June 30, 2021 and its results of operations and cash flows for the three and six months ended June 30, 2021 and 2020. The financial data and the other financial information disclosed in the notes to these condensed consolidated financial statements related to the three-month and six-month periods are also unaudited. The results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the full fiscal year or any other period, including the income (expense) for the fair value adjustments for the outstanding Assumed Common Stock Warrant liabilities. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the related notes included in the Company’s audited annual consolidated financial statements for the year ended December 31, 2020 included in the Company's Annual Report on Form 10-K/A (Amendment No. 2) for the year ended December 31, 2020 filed on May 7, 2021 (the “Annual Report”). Principles of Consolidation The Company’s policy is to consolidate all entities that it controls by ownership of a majority of the outstanding voting stock. In addition, the Company consolidates entities that meet the definition of a variable interest entity (“VIE”) for which the Company is the related party most closely associated with and is the primary beneficiary. The primary beneficiary is the party who has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity. For consolidated entities that are less than wholly owned, the third party’s holding of an equity interest is presented as redeemable non-controlling interests in the Company’s Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Redeemable Non-Controlling Interest and Stockholders’ Equity. The portion of net earnings (loss) attributable to the redeemable non-controlling interests is presented as net income (loss) attributable to non-controlling interests in the Company’s Condensed Consolidated Statements of Operations and Comprehensive 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 Joint Venture and Redeemable Non-Controlling Interest On June 18, 2018, QSV was incorporated as a limited liability company. Volkswagen Group of America, Inc. (“VWGoA”), Volkswagen Group of America Investments, LLC (“VGA”) and QuantumScape executed a Joint Venture Agreement (“JVA”), effective September 2018, with the goal of jointly establishing a manufacturing facility to produce the pilot line of the Company’s product through QSV. In connection with this agreement, the parties also have entered into two operating agreements: (i) the Limited Liability Company Agreement of QSV to govern the respective rights and obligations as members of QSV and (ii) the Common IP License Agreement for the Company to license certain intellectual property rights pertaining to automotive battery cells as defined in the JVA to VWGoA, VGA and QSV. Volkswagen is a related party stockholder (17.7% and 13.2% voting interest holder of the Company as of June 30, 2021 and December 31, 2020, respectively). Upon the effectiveness of the JVA, each party contributed $1.7 million in cash to capitalize QSV in exchange for 50% equity interests. The joint venture is considered a VIE with a related party and therefore the related party whose business is more closely related to the planned operations of the joint venture is required to consolidate the operations. The Company determined its operations were most closely aligned with the operations of the joint venture and therefore has consolidated the results of QSV’s operations in its Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations and Comprehensive Loss The Company classifies non-controlling interests with redemptions features that are not solely within the control of the Company within temporary equity on the Company’s Condensed Consolidated Balance Sheet in accordance with ASC 480-10-S99-3A, SEC Staff Announcement: Classification and Measurement of Redeemable Securities 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 June 30, 2021 and December 31, 2020, approximately $302.8 million and $12.2 million of our total cash and cash equivalents and marketable securities, are held in U.S. money market funds, and $789.4 million and $977.3 million are invested in U.S. government and agency securities, respectively. The Company seeks to mitigate its credit risk with respect to cash and cash equivalents and marketable securities by making deposits with large, reputable financial institutions and investing in high credit rated shorter-term instruments. Cash and Cash Equivalents and Restricted Cash Management considers all highly liquid investments with an insignificant interest rate risk and original maturities of three months or less to be cash equivalents. Restricted cash, if the date of availability or disbursement is longer than one year and the balances are maintained under an agreement that legally restricts the use of such funds, is not included within cash and cash equivalents and is reported within other assets. Restricted cash is comprised of $11.7 million, of which $11.5 million is pledged as a form of security for the Company’s lease agreements for its headquarters facility and QS-0, and $0.2 million as collateral for a commercial letter of credit issued to an equipment supplier as of June 30, 2021. As of December 31, 2020, restricted cash was $2.2 million. Marketable Securities The Company’s investment policy is consistent with the definition of available-for-sale securities. The Company does not buy and hold securities principally for the purpose of selling them in the near future. The Company’s policy is focused on the preservation of capital, liquidity, and return. From time to time, the Company may sell certain securities, but the objectives are generally not to generate profits on short-term differences in price. These securities are carried at estimated fair value with unrealized holding gains and losses included in other comprehensive loss in stockholders’ equity until realized. Gains and losses on marketable security transactions are reported on the specific-identification method. Dividend and interest income are recognized when earned. Fair Value Measurement The Company applies fair value accounting for all financial assets and liabilities measured on a recurring and nonrecurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance established a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, used to determine the fair value of its financial instruments. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. • • • Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful life of the related asset. The estimated useful lives of assets are as follows: Computers and hardware 3 years Furniture and fixtures 7 years Lab equipment 5 years Leasehold improvements Shorter of the lease term (including estimated renewals) or the estimated useful lives of the improvements Maintenance and repairs are charged to expense as incurred, and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in the accompanying statements of operations and comprehensive loss in the period realized. 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. There were no material impairment charges in any of the periods presented. Leases The Company accounts for its leases under ASC 842, Leases In calculating the right-of-use asset and lease liability, the Company elects to combine lease and non-lease components for all classes of assets. The Company excludes short-term leases having initial terms of 12 months or less as an accounting policy election, and instead recognizes rent expense on a straight-line basis over the lease term. Convertible Preferred Stock Prior to the Business Combination, the Company recorded shares of convertible preferred stock at their respective fair values on the dates of issuance, net of issuance costs. The Company applied the guidance in ASC 480-10-S99-3A and therefore classified all of its outstanding convertible preferred stock as temporary equity. The convertible preferred stock was recorded outside of stockholders’ deficit because, in the event of certain deemed liquidation events considered not solely within the Company’s control, such as a merger, acquisition and sale of all or substantially all of the Company’s assets, the convertible preferred stock would become redeemable at the option of the holders. In the event of a change of control of the Company, proceeds received from the sale of such shares would be distributed in accordance with the liquidation preferences set forth in the Company’s Amended and Restated Certificate of Incorporation. All convertible preferred stock previously classified as temporary equity was retroactively adjusted, converted into Class A and Class B Common Stock, and reclassified to permanent as a result of the Business Combination. Convertible preferred stock converted into shares of Legacy QuantumScape Class A and Class B Common Stock and were immediately exchanged for Class A and Class B Common Stock of the Company, as described in Note 4. In March 2016 and March 2017, Legacy QuantumScape issued shares of Series D convertible preferred stock to two new strategic investors and to an existing strategic investor for net proceeds of $59.7 million. Legacy QuantumScape determined that the Series D convertible preferred stock share purchase agreements with these investors contained strategic terms as all of these investors had strategic interests in the Company’s technology and negotiated specific strategic terms expected to benefit these new investors, over and above the value that would be expected to be realized from the equity investment itself. Thus, the sale of the Legacy QuantumScape Series D convertible preferred stock to these investors reflected a higher price (“strategic premium”) than what a market participant who did not receive these strategic benefits would be willing to pay. Legacy QuantumScape allocated the net proceeds from these investors between the Series D convertible preferred stock and the strategic premium resulting in a strategic premium of $7.9 million which it recorded as a deferred liability on the balance sheet. The strategic premium is considered akin to payment for research and development efforts. Legacy QuantumScape’s accounting policy is to record research and development effort payments as contra research and development and recorded the benefits (amortization of the strategic premium) over the estimated period of the development agreements with the investors which is re-assessed annually. For the three months ended June 30, 2021 and 2020, the Company recorded amortization of $0.2 million and $0.1 million, respectively. For the six months ended June 30, 2021 and 2020, the Company recorded amortization of $0.3 million in both periods. Free-Standing Convertible Preferred Stock Warrants Liability Free-standing warrants issued by Legacy QuantumScape for the purchase of shares of its convertible preferred stock were classified as liabilities on the accompanying balance sheets at fair value using an Option-Pricing Model (“OPM”). Prior to the Business Combination, the liability recorded was adjusted for changes in the fair value at each reporting date and recorded as interest expense in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss. As a result of the Business Combination, the Legacy QuantumScape warrants each converted into a warrant to purchase shares of the Company’s Class A Common Stock converted at the Exchange Ratio (as described below). The Company determined the warrants to be equity classified and the fair value of the warrants upon consummation of the Business Combination, as adjusted based on the price of the underlying Class A Common Stock, was reclassified to additional paid-in capital. These warrants were exercised as of December 31, 2020 and there were none outstanding as of June 30, 2021. Assumed Common Stock Warrants Liability The Company assumed 11,499,989 public warrants (the “Public Warrants”) and 6,650,000 private placement warrants (the “Private Placement Warrants”, and the Public Warrants together with the Private Placement Warrants, the “Assumed Common Stock Warrants”) upon the Business Combination, all of which were issued in connection with Kensington’s initial public offering (other than 75,000 Private Placement Warrants of which that were issued in connection with the closing of the Business Combination, which are referred to as the Working Capital Warrants) and entitle each holder to purchase one share of Class A Common Stock at an exercise price of $11.50 per share. The Public Warrants are publicly traded and are exercisable for cash unless certain conditions occur, such as the failure to have an effective registration statement related to the shares issuable upon exercise or redemption by the Company under certain conditions, at which time the warrants may be cashless exercised. The Private Placement Warrants are transferable, assignable or salable in certain limited exceptions. The Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable until September 28, 2021 so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will cease to be Private Placement Warrants, and become Public Warrants and be redeemable by the Company and exercisable by such holders on the same basis as the other Public Warrants. As of June 30, 2021, 1,638,965 Public Warrants and 6,650,000 Private Placement Warrants were outstanding. As of December 31, 2020, 11,499,989 Public Warrants and 6,650,000 Private Placement Warrants were outstanding. The Company evaluated the Assumed Common Stock Warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity (“ASC 815-40”) 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. 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 are estimated on the grant date using the Black-Scholes option valuation 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 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. No awards have been issued with a market condition or other non-standard terms. Given the lack of 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. 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 during the three months ended June 30, 2021. The ESPP provides eligible employees with 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 June 30, 2021, 7.6 million shares of Class A Common Stock are reserved for future issuance under the ESPP. No shares were purchased under the ESPP during the three and six months ended June 30, 2021. The Company estimates the fair value of restricted stock units based on the closing price of the Company’s common stock on the date of grant. Income Taxes The Company accounts for income taxes under an asset and liability approach. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and operating loss carryforwards, measured by applying currently enacted tax laws. Valuation allowances are provided when necessary to reduce net deferred tax assets to an amount that is more likely than not to be realized. The Company recognizes tax liabilities based upon its estimate of whether, and the extent to which, additional taxes will be due when such estimates are more likely than not to be sustained. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. The Company has no provision for income taxes for the three and six months ended June 30, 2021 and 2020. The Company has no current tax expense from losses and no deferred expense from the valuation allowance. The Company’s effective tax rate differs from the U.S. statutory rate primarily due to a valuation allowance against its net deferred tax assets as it is more likely than not that some or all of the deferred tax assets will not be realized. Comprehensive Income or Loss The Company’s comprehensive income or loss consists of net income or loss and other comprehensive loss. Unrealized gains or losses on available-for-sale investments are included in the Company’s other comprehensive income or loss. Net Income (Loss) per Share of Common Stock Basic net income (loss) per share is computed by dividing the net income (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 | 6 Months Ended |
Jun. 30, 2021 | |
New Accounting Pronouncements And Changes In Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | Note In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes 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 |
Business Combination
Business Combination | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Business Combination | Note As described in Note 1, 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 (the “Effective Time”), 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 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. Upon the closing of the Business Combination (the “Closing”), the Company's certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of all classes of capital stock to 1,350,000,000 shares, $0.0001 par value per share, 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. 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 connection with the Business Combination, a number of subscribers (each, a “Subscriber”) purchased from the Company an aggregate of 50,000,000 shares of Class A Common Stock (the “PIPE”), for a purchase price of $10.00 per share and an aggregate purchase price of $500.0 million (the “PIPE Shares”), pursuant to separate subscription agreements (each, a “Subscription Agreement”) entered into effective as of September 2, 2020. The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Kensington was treated as the “acquired” company and Legacy QuantumScape is treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination 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. |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Note 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 June 30, 2021 Level 1 Level 2 Level 3 Total Assets included in: Money market funds (1) $ 302,816 $ — $ — $ 302,816 Commercial paper (2) — 250,413 — 250,413 U.S. government securities (2) — 789,406 — 789,406 Corporate notes and bonds (2) — 219,805 — 219,805 Total fair value $ 302,816 $ 1,259,624 $ — $ 1,562,440 Liabilities included in: Assumed common stock warrants (Public) $ 29,354 $ — $ — $ 29,354 Assumed common stock warrants (Private Placement) — 119,101 — 119,101 Total fair value $ 29,354 $ 119,101 $ — $ 148,455 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets included in: Money market funds (1) $ 12,235 $ — $ — $ 12,235 U.S. government securities (2) — 977,326 — 977,326 Total fair value $ 12,235 $ 977,326 $ — $ 989,561 Liabilities included in: Assumed common stock warrants (Public) $ 436,999 $ — $ — $ 436,999 Assumed common stock warrants (Private Placement) — 252,700 — 252,700 Total fair value $ 436,999 $ 252,700 $ — $ 689,699 (1) Money market funds are included in cash and cash equivalents on the Condensed Consolidated Balance Sheet. (2) As of June 30, 2021 and December 31, 2020, marketable securities with original maturities of three months or less of $94.5 million and $105.2 million, respectively, are included in cash and cash equivalents on the Condensed Consolidated Balance Sheet. 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 performs routine procedures such as comparing prices obtained from independent sources to ensure that appropriate fair values are recorded. Because the transfer of Private Placement Warrants to anyone outside of certain permitted transferees of Kensington Capital Sponsor LLC (the “Sponsor”) would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is consistent with that of a Public Warrant. Accordingly, the Private Placement Warrants are classified as Level 2 financial instruments. There have been no changes to the valuation methods utilized during the six months ended June 30, 2021. As of June 30, 2021 and December 31, 2020, 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 June 30, 2021 and December 31, 2020. The fair value as of June 30, 2021 and December 31, 2020, are as follows (amounts in thousands): June 30, 2021 Amortized Cost Unrealized Gain Unrealized Loss Fair Value Level 1 securities Money market funds $ 302,816 $ — $ — $ 302,816 Level 2 securities Commercial paper 250,413 — — 250,413 US government securities 789,570 64 (228 ) 789,406 Corporate notes and bonds 220,335 20 (550 ) 219,805 Total $ 1,563,134 $ 84 $ (778 ) $ 1,562,440 December 31, 2020 Amortized Cost Unrealized Gain Unrealized Loss Fair Value Level 1 securities Money market funds $ 12,235 $ — $ — $ 12,235 Level 2 securities US government securities 977,357 24 (55 ) 977,326 Total $ 989,592 $ 24 $ (55 ) $ 989,561 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 evaluates the current expected credit loss by considering factors such as historical experience, market data, issuer-specific factors, and current economic conditions. The aggregate fair value of 81 and 12 marketable securities in unrealized loss position was $616.9 million and $419.2 million as of June 30, 2021 and December 31, 2020, respectively, and none of the marketable securities in an unrealized loss position have been in the continuous unrealized loss for more than twelve months. The unrealized losses were attributable to changes in interest rates that impacted the value of the investments, and not increased credit risk. During the three and six months ended June 30, 2021, the Company received proceeds of $122.3 million, including interest, from the sale of available-for sale marketable securities. The Company realized immaterial gains and losses as a result of such sales. 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 not 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 June 30, 2021 and December 31, 2020, are as follows (amounts in thousands): June 30, 2021 December 31, 2020 Amortized Cost Fair Value Amortized Cost Fair Value Due within one year $ 1,213,212 $ 1,213,213 $ 895,867 $ 895,830 Due after one year and through five years 349,922 349,227 93,725 93,731 Total $ 1,563,134 $ 1,562,440 $ 989,592 $ 989,561 Preferred Stock Warrants In 2011 through 2013, in connection with an equipment and loan security agreement with TriplePoint Capital, the Company issued warrants to purchase 124,586 shares of Legacy QuantumScape Series A convertible preferred stock at $2.20131 per share (“the TPC1 warrants”). The TPC1 warrants were set to expire at the later of 7 years from effective date or five years after an initial public offering or acquisition. In January 2015, the Company entered into another equipment loan and security agreement with TriplePoint Capital. In connection with the borrowing of funds per the agreement, the Company issued warrants to purchase 129,718 shares of Legacy QuantumScape Series C convertible preferred stock at $10.40717 per share (“TPC2 warrants”). The TPC2 warrants were set to expire at the later of 2022 or five years after an initial public offering or acquisition. In connection with the Business Combination, each outstanding and unexercised TCP1 and TPC2 warrant was automatically converted into a warrant to purchase a number of shares of the applicable class of common stock in accordance with the terms of the Business Combination Agreement. During the year ended December 31, 2020, all outstanding TPC1 and TPC2 warrants were net exercised in exchange for 998,460 shares of Class A Common Stock. The change in fair value of the TCP1 or TCP2 warrants during the three and six months ended June 30, 2020 was immaterial. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | Note Property and equipment as of June 30, 2021 and December 31, 2020, consisted of the following (amounts in thousands): June 30, December 31 2021 2020 Computers and hardware $ 836 $ 624 Furniture and fixtures 12,113 10,099 Lab equipment 51,861 37,051 Leasehold improvements 13,657 12,154 Construction-in-progress 49,595 16,078 128,062 76,006 Accumulated depreciation and amortization (36,845 ) (32,310 ) Property and equipment, net $ 91,217 $ 43,696 Depreciation and amortization expense related to property and equipment was $3.0 million and $1.6 million for the three months ended June 30, 2021 and 2020, respectively. Depreciation and amortization expense related to property and equipment was $5.2 million and $3.1 million for the six months ended June 30, 2021 and 2020, respectively. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Leases | Note 7. Leases The Company leases its headquarters, other warehouse space and certain equipment 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. On June 22, 2021, the Company amended the terms of its 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 60-month 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. On April 2, 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 on September 30, 2032. Under the 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. The QS-0 lease is classified as a finance lease. The Company’s leases do not have any contingent rent payments and do not contain residual value guarantees. The components of lease related expense are as follows (amounts in thousands): Three Months Ended June 30, Six Months Ended June 30, Lease cost 2021 2020 2021 2020 Finance lease cost: Amortization of right-of-use assets $ 565 $ — $ 565 $ — Interest on lease liabilities 238 — 238 — Operating lease costs 629 536 1,225 1,072 Variable lease costs 114 97 218 201 Total lease expense $ 1,546 $ 633 $ 2,246 $ 1,273 The components of supplemental cash flow information related to leases are as follows (amounts in thousands): Six Months Ended June 30, 2021 2020 Operating outgoing cash flows - finance lease $ 238 $ — Financing outgoing cash flows - finance lease 166 — Financing (incoming) cash flows - finance lease (204 ) — Operating outgoing cash flows - operating leases 985 995 Right-of-use assets obtained in exchange for new finance lease liabilities 38,670 — Right-of-use assets obtained in exchange for new operating lease liabilities 11,686 — As of June 30, 2021 2020 Finance lease Weighted-average remaining lease term - finance lease (in years) 11.3 — Weighted-average discount rate - finance lease 3.70 % — Operating lease Weighted-average remaining lease term - operating leases (in years) 11.1 7.6 Weighted-average discount rate - operating leases 3.73 % 7.00 % As of June 30, 2021, future minimum payments during the next five years and thereafter are as follows (amounts in thousands): Fiscal Year Operating Leases Finance Lease (1) 2021 (remaining six months) $ 1,178 $ (5,397 ) 2022 2,423 2,419 2023 1,344 3,750 2024 2,588 5,130 2025 2,639 5,272 2026 2,718 5,417 Thereafter 17,010 33,632 Total 29,900 50,223 Less present value discount (5,865 ) (11,515 ) Lease liabilities $ 24,035 $ 38,708 (1) The expected payments include expected reimbursements of $5.4 million, primarily for tenant improvement allowance. The Company’s lease agreements do not provide an implicit rate, so the Company used an estimated incremental borrowing rate, which was derived from third-party information available at the time the Company adopted ASC 842, Leases, . |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8. Commitments and Contingencies From time to time, and in the ordinary course of business, the Company may be subject to certain claims, charges and litigation concerning matters arising in connection with the conduct of the Company’s business activities. On December 11, 2020, a putative class action lawsuit was filed in the New York State Supreme Court by a purported Company warrantholder against the Company. The Company removed the case to federal court. On March 26, 2021, the plaintiff amended the complaint to drop the class allegations. The amended complaint alleges, among other things, that the plaintiff was entitled to exercise his warrants within 30 days of the Closing and that the proxy statement/prospectus/information statement dated September 21, 2020 and November 12, 2020 is misleading and/or omits material information concerning the exercise of the warrants. The complaint seeks monetary damages for alleged breach of contract, securities law violations, fraud, and negligent misrepresentation. QuantumScape’s motion to dismiss the securities-law violations, fraud, and negligent misrepresentation claims is currently pending before the court. On December 24, 2020, a lawsuit was filed in the New York State Supreme Court by three purported Company warrantholders against the Company. The complaint alleges, among other things, that the plaintiffs were entitled to exercise warrants within 30 days of the Closing. The complaint also alleges that the proxy statement/prospectus/information statement dated September 21, 2020 and November 12, 2020 is misleading and/or omits material information concerning the exercise of the warrants. The complaint generally seeks monetary damages for alleged breach of contract. Between January 5, 2021 and May 4, 2021, four putative class action lawsuits were filed in the Northern District of California by purported purchasers of Company securities against the Company and its Chief Executive Officer or against the Company, certain members of management and the Board, and VGA. The court consolidated the actions and appointed a lead plaintiff and counsel. Lead plaintiff filed a consolidated complaint on June 21, 2021, which alleges a purported class that includes all persons who purchased or acquired our securities between November 27, 2020 and April 14, 2021. The consolidated complaint names the Company, its Chief Executive Officer, its Chief Financial Officer, and its Chief Technology Officer as defendants. The consolidated complaint alleges that the defendants purportedly made false and/or misleading statements and failed to disclose material adverse facts about the Company’s business, operations, and prospects, including information regarding the Company’s battery technology. Defendants’ motion to dismiss the consolidated complaint is expected to be fully briefed and heard by the court in December 2021. Two shareholder derivative suits were also filed in February 2021 against 11 officers and directors of the Company and have been consolidated into one action, with the first-filed complaint being designated the operative one. The Company is the nominal defendant. The complaint alleges that the individual defendants breached various duties to the Company and contains additional similar allegations based on the same general allegations in the class action described immediately above. VGA is also named as a defendant in the derivative litigation. The derivative litigation is currently stayed, with the parties having the option of giving notice if they no longer consent to the stay. 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 June 30, 2021 and December 31, 2020 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. |
Assumed Common Stock Warrants
Assumed Common Stock Warrants | 6 Months Ended |
Jun. 30, 2021 | |
Warrants And Rights Note Disclosure [Abstract] | |
Assumed Common Stock Warrants | Note As of June 30, 2021 and December 31, 2020, there were 8,288,965 and 18,149,989 warrants outstanding, respectively. As part of Kensington’s initial public offering, 11,499,989 Public Warrants were sold. The Public Warrants entitle the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustments. The Public Warrants may be exercised only for a whole number of shares of Class A Common Stock. No fractional shares will be issued upon exercise of the warrants. The Public Warrants will expire at 5:00 p.m. New York City time on November 25, 2025, or earlier upon redemption or liquidation. The Public Warrants are listed on the NYSE under the symbol “QS.WS”. The Company may redeem the Public Warrants starting July 30, 2021, in whole and not in part, at a price of $0.01 per warrant, so long as the Company provides not less than 30 days’ prior written notice of redemption to each warrantholder, and if, and only if, the reported last sale price of Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Company sends the notice of redemption to the warrantholders. Simultaneously with Kensington’s initial public offering, Kensington consummated a private placement of Private Placement Warrants with the Sponsor (1) the Private Placement Warrants and Working Capital Warrants and the shares of Class A Common Stock issuable upon exercise of the Private Placement Warrants (2) the Private Placement Warrants and Working Capital Warrants are non-redeemable (except as described below) so long as they are held by the Sponsor or its permitted transferees. Commencing September 28, 2021, the Company may redeem the outstanding Public Warrants, Private Placement Warrants and Working Capital Warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A Common Stock to be determined by reference to a table in the warrant agreement; • if, and only if, the last reported sale price of the Company’s Class A Common Stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrantholders; • if, and only if, the Private Placement Warrants and Working Capital Warrants are also concurrently called for redemption at the same price (equal to a number of shares of Class A Common Stock) as the outstanding Public Warrants, as described above; and • if, and only if, there is an effective registration statement covering the shares of Class A Common Stock (or a security other than the Class A Common Stock into which the Class A Common Stock has been converted or exchanged for in the event the Company is not the surviving company in the initial Business Combination) issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given. (3) the Private Placement Warrants and Working Capital Warrants may be exercised by the holders on a cashless basis, and (4) the holders of the Private Placement Warrants and Working Capital Warrants (including with respect to the shares of common stock issuable upon exercise of the Private Placement Warrants On February 13, 2021, the Warrant Agreement, dated June 25, 2020, by and between the Company and Continental Stock Transfer & Trust Company (the “Warrant Agreement”), was amended to allow for earlier exercise of the Public Warrants. Prior to the amendment, the Public Warrants were exercisable starting on June 30, 2021. Following the amendment, the Public Warrants became exercisable starting on March 5, 2021, at which time holders of Public Warrants could begin exercising their right to purchase one share of the Company’s Class A Common Stock for $11.50 for each Public Warrant. All other terms, including the redemption terms, for the Public Warrants remain unchanged; the Company may not redeem Public Warrants before July 30, 2021. The terms for the Private Placement Warrants and Working Capital Warrants remain unchanged. The Company concluded the Public Warrants and Private Placement Warrants, or Assumed Common Stock Warrants, meet the definition of a derivative under ASC 815 (as described in Note 2) and are recorded as liabilities. Upon consummation of the Business Combination, the fair value of the Assumed Common Stock Warrants was recorded on the Condensed Consolidated Balance Sheet. The fair value of the Assumed Common Stock Warrants was remeasured as of June 30, 2021, resulting in a $130.5 million and $99.7 million non-cash change in fair value of Assumed Common Stock Warrant liabilities in the Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2021, respectively. During the three and six months ended June 30, 2021, 371,260 and 9,861,024 Public Warrants were exercised for net proceeds of $3.2 million and $112.3 million, and net issuance of 340,480 and 9,830,244 shares of Class A Common Stock, respectively. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | Note As of June 30, 2020 and December 31, 2020, 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 June 30, 2021, 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”). Legacy QuantumScape Series F Convertible Preferred Stock I n May 2020 and September 2020, Legacy QuantumScape and VGA entered into a Series F Preferred Stock Purchase Agreement and related agreements and amendments thereto, and in August 2020, Legacy QuantumScape and several new and existing investors entered into Series F Preferred Stock Purchase Agreements and related agreements thereto, pursuant to which Legacy QuantumScape agreed to sell, and VGA and other investors agreed to purchase, up to an aggregate 14,684,843 shares of Legacy QuantumScape Series F Preferred Stock at $26.4218 per share for an aggregate purchase price of $388 million (together with the Series F Closing Agreement below, the “Series F Preferred Stock Purchase Agreements”). 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) occurred only after effectiveness of the Business Combination, VGA agreed to purchase, and Kensington agreed to issue, instead of the relevant number of shares of 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 Business Combination in exchange for such shares of Legacy QuantumScape Series F Preferred Stock if they had been outstanding prior to the Business Combination. Pursuant to the terms of the Series F Preferred Stock Purchase Agreements, Legacy QuantumScape issued 7,115,335 shares of Series F Preferred Stock for an aggregate purchase price of $188.0 million, net of issuance costs of $11.5 million, concurrent with the closing of the Business Combination, and the Company issued 15,221,334 shares of Class A Common Stock to VGA for $100.0 million on December 1, 2020. . The Company received the $100.0 million on April 28, 2021 pursuant to this technical milestone achievement and issued the additional 15,221,334 shares of Class A Common Stock. This represented the second and final closing pursuant to the Series F Preferred Stock Purchase Agreements. The Company concluded that the firm commitment to issue the tranche shares to VGA and the other investors met the definition of a freestanding financial instrument (as described in Note 5). Prior to the Business Combination, 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 Legacy QuantumScape’s balance sheets as a long-term liability, and the change in fair value was recorded in other expense in the Condensed Consolidated Statements of Operations and Comprehensive Loss during the year ended December 31, 2020. Upon consummation of the Business Combination, the tranche liabilities were reclassified to additional paid-in capital. Therefore, there was no further adjustment to the fair value of the liability in the three and six months ended June 30, 2021. The tranche liability was not outstanding for the three and six months ended June 30, 2020. 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, 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 June 30, 2021, 41,500,000 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. 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 is as follows: Number of Shares Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Intrinsic value (in thousands) Balance as of December 31, 2020 55,316,336 $ 1.62 5.77 Cancelled and forfeited (366,724 ) 2.34 — Exercised (10,529,052 ) 0.90 — Balance as of June 30, 2021 44,420,560 $ 1.78 5.78 $ 1,220,577 Vested and exercisable as of June 30, 2021 34,715,518 $ 1.33 5.05 $ 969,562 There were no options granted during the six months ended June 30, 2021. Options with a fair value of $2.8 million, $2.38 per share, were granted during the six months ended June 30, 2020. The aggregate intrinsic value of options exercised during the six months ended June 30, 2021 and 2020 was $330.0 million and $0.04 million, respectively. Additional information regarding options outstanding as of June 30, 2021, is as follows: Range of Exercise Price per Share Number of Options Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) $0.11 - $0.64 5,395,726 $ 0.55 1.63 $1.05 - $1.35 24,183,939 1.26 5.17 $2.38 12,154,281 2.38 8.07 $6.23 2,686,614 6.23 9.18 44,420,560 $ 1.78 5.78 Stock-based compensation expense is based on the grant-date fair value. The Company recognizes compensation expense for all stock-based awards on a straight-line basis over the requisite service period of the awards, which is generally the option vesting term of four years. As of June 30, 2021, the Company had stock-based compensation of $17.0 million related to unvested stock options not yet recognized that are expected to be recognized over an estimated weighted average period of 2.8 years. Restricted Stock Units Restricted stock unit activity under the Plans are as follows: Number of Restricted Stock Units Weighted Average grant date fair value Balance as of December 31, 2020 13,913,076 $ 8.94 Granted 784,298 39.23 Vested (3,005,500 ) 5.19 Forfeited (369,148 ) 8.47 Balance as of June 30, 2021 11,322,726 $ 12.05 The fair value of restricted stock units which vested during the six months ended June 30, 2021 was $135.7 million. No restricted stock units vested during the six months ended June 30, 2020. No restricted stock units were granted prior to August 2020. As of June 30, 2021, unrecognized compensation costs related to restricted stock units granted were $125.7 million and are expected to be recognized over a weighted average period of 3.2 years Total stock-based compensation expense recognized in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss for all equity awards is as follows (amounts in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Research and development $ 6,634 $ 1,360 $ 13,001 $ 2,716 General and administrative 4,973 825 10,282 1,666 Total stock-based compensation expense $ 11,607 $ 2,185 $ 23,283 $ 4,382 |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Note 11. Earnings (Loss) Per Share The following table sets forth the computation of basic and diluted earnings (loss) per Class A Common Stock and Class B Common Stock (amounts in thousands, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Numerator: Net income (loss) attributable to common stockholders - Basic $ 80,988 $ (13,945 ) $ 5,909 $ (29,319 ) Less: Change in fair value of assumed common stock warrant liabilities (130,504 ) — (99,740 ) — Net loss attributable to common stockholders - Diluted $ (49,516 ) $ (13,945 ) $ (93,831 ) $ (29,319 ) Denominator: Weighted average Class A and Class B Common Stock outstanding - Basic 404,957 239,798 386,970 239,795 Effect of dilutive securities 5,415 — 9,089 — Weighted average Class A and Class B Common Stock - Diluted 410,372 239,798 396,059 239,795 Net income (loss) per share attributable to Class A and Class B Common stockholders - Basic $ 0.20 $ (0.06 ) $ 0.02 $ (0.12 ) Net loss per share attributable to Class A and Class B Common stockholders - Diluted $ (0.12 ) $ (0.06 ) $ (0.24 ) $ (0.12 ) 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): As of June 30, 2021 2020 Warrants — 1,023 Options outstanding 44,421 55,019 Restricted stock units 11,323 — Total 55,744 56,042 |
Joint Venture and Redeemable No
Joint Venture and Redeemable Non-Controlling Interest | 6 Months Ended |
Jun. 30, 2021 | |
Joint Venture And Non Controlling Interest [Abstract] | |
Joint Venture and Redeemable Non-Controlling Interest | Note 12. Joint Venture and Redeemable Non-Controlling Interest As described in Note 2, on September 11, 2018, the Company entered into a JVA with VWGoA and VGA and formed QSV. The Company determined the entity was a VIE with a related party, and the Company’s operations were more closely associated with QSV. As such, the Company consolidates QSV for financial reporting purposes, and a non-controlling interest is recorded for VGA’s interest in the net assets and operations of QSV’s operations to the extent of the VGA investment. The Company’s Condensed Consolidated Balance Sheet includes $3.4 million cash and cash equivalents and less than $0.1 million of prepaid expenses of QSV as of June 30, 2021 and December 31, 2020. Although the Company has consolidated the net assets of QSV, it has no right to the use of those assets for its standalone operations. The following table sets forth the change in redeemable non-controlling interest for the six months ended June 30, 2021 and 2020 (amounts in thousands): Redeemable Non-Controlling Interest Balance as of December 31, 2020 $ 1,704 Net loss attributable to redeemable non-controlling interest in QSV (10 ) Balance as of June 30, 2021 $ 1,694 Redeemable Non-Controlling Interest Balance as of December 31, 2019 $ 1,710 Net loss attributable to redeemable non-controlling interest in QSV (5 ) Balance as of June 30, 2020 $ 1,705 On May 14, 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 as described in Note 10. The Company determined the amendments represented a reconsideration event and determined that QSV is still a variable interest entity. As the significance and nature of the business of QSV continues to be more aligned with the core business of the Company and the Company continues to absorb a majority of the variability associated with QSV’s anticipated economic performance, the Company continues to be the related party most closely associated with QSV. In September 2020, the Company entered into an agreement with VWGoA under which the Company agreed to reserve $134.0 million from the aggregate proceeds of the Series F Preferred Stock financings and the Business Combination to fund its expected equity contributions to QSV, which amounts are included in cash and cash equivalents in the accompanying Condensed Consolidated Balance Sheet as of June 30, 2021. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note On July 23, 2021, the Company announced that it had elected to redeem on August 24, 2021 (the “Redemption Date”), all of the outstanding Public Warrants that were issued under the Warrant Agreement. The Public Warrants were originally issued in connection with Kensington’s initial public offering in June 2020, and subsequently assumed by the Company in November 2020 in connection with the Business Combination. Each Public Warrant will be redeemed by the Company for $0.01 per Public Warrant (the “Redemption Price”) on the Redemption Date, unless exercised before 5:00 p.m. Eastern Daylight Time on the Redemption Date. As of the time of the announcement, the Company had 1,544,871 Public Warrants outstanding. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). 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 is treated as the acquirer for financial reporting purposes. 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 are stated at historical cost, with no goodwill or other intangible assets recorded. Legacy QuantumScape was determined to be the accounting acquirer based on the following predominant factors: • • • The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Legacy QuantumScape. The shares and corresponding capital amounts and losses per share, prior to the Business Combination, have been retroactively restated based on shares reflecting the Exchange Ratio (as defined below) established in the Business Combination. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated 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 convertible preferred stock warrants, valuation of convertible preferred stock tranche liabilities, and valuation of assumed common stock warrants among others. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from those estimates. |
Unaudited Interim Condensed Consolidated Financial Statements | Unaudited Interim Condensed Consolidated Financial Statements The accompanying interim condensed consolidated balance sheet as of June 30, 2021, the interim condensed consolidated statements of redeemable non-controlling interest and stockholders’ equity, the interim condensed consolidated statements of operations and comprehensive loss, and the interim condensed consolidated statements of cash flows for the three and six months ended June 30, 2021 and 2020, are unaudited. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in management’s opinion, include all adjustments consisting of only normal recurring adjustments necessary for the fair statement of the Company’s financial position as of June 30, 2021 and its results of operations and cash flows for the three and six months ended June 30, 2021 and 2020. The financial data and the other financial information disclosed in the notes to these condensed consolidated financial statements related to the three-month and six-month periods are also unaudited. The results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the full fiscal year or any other period, including the income (expense) for the fair value adjustments for the outstanding Assumed Common Stock Warrant liabilities. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the related notes included in the Company’s audited annual consolidated financial statements for the year ended December 31, 2020 included in the Company's Annual Report on Form 10-K/A (Amendment No. 2) for the year ended December 31, 2020 filed on May 7, 2021 (the “Annual Report”). |
Principles of Consolidation | Principles of Consolidation The Company’s policy is to consolidate all entities that it controls by ownership of a majority of the outstanding voting stock. In addition, the Company consolidates entities that meet the definition of a variable interest entity (“VIE”) for which the Company is the related party most closely associated with and is the primary beneficiary. The primary beneficiary is the party who has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity. For consolidated entities that are less than wholly owned, the third party’s holding of an equity interest is presented as redeemable non-controlling interests in the Company’s Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Redeemable Non-Controlling Interest and Stockholders’ Equity. The portion of net earnings (loss) attributable to the redeemable non-controlling interests is presented as net income (loss) attributable to non-controlling interests in the Company’s Condensed Consolidated Statements of Operations and Comprehensive 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 |
Joint Venture and Redeemable Non-Controlling Interest | Joint Venture and Redeemable Non-Controlling Interest On June 18, 2018, QSV was incorporated as a limited liability company. Volkswagen Group of America, Inc. (“VWGoA”), Volkswagen Group of America Investments, LLC (“VGA”) and QuantumScape executed a Joint Venture Agreement (“JVA”), effective September 2018, with the goal of jointly establishing a manufacturing facility to produce the pilot line of the Company’s product through QSV. In connection with this agreement, the parties also have entered into two operating agreements: (i) the Limited Liability Company Agreement of QSV to govern the respective rights and obligations as members of QSV and (ii) the Common IP License Agreement for the Company to license certain intellectual property rights pertaining to automotive battery cells as defined in the JVA to VWGoA, VGA and QSV. Volkswagen is a related party stockholder (17.7% and 13.2% voting interest holder of the Company as of June 30, 2021 and December 31, 2020, respectively). Upon the effectiveness of the JVA, each party contributed $1.7 million in cash to capitalize QSV in exchange for 50% equity interests. The joint venture is considered a VIE with a related party and therefore the related party whose business is more closely related to the planned operations of the joint venture is required to consolidate the operations. The Company determined its operations were most closely aligned with the operations of the joint venture and therefore has consolidated the results of QSV’s operations in its Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations and Comprehensive Loss The Company classifies non-controlling interests with redemptions features that are not solely within the control of the Company within temporary equity on the Company’s Condensed Consolidated Balance Sheet in accordance with ASC 480-10-S99-3A, SEC Staff Announcement: Classification and Measurement of Redeemable Securities |
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 June 30, 2021 and December 31, 2020, approximately $302.8 million and $12.2 million of our total cash and cash equivalents and marketable securities, are held in U.S. money market funds, and $789.4 million and $977.3 million are invested in U.S. government and agency securities, respectively. The Company seeks to mitigate its credit risk with respect to cash and cash equivalents and marketable securities by making deposits with large, reputable financial institutions and investing in high credit rated shorter-term instruments. |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents and Restricted Cash Management considers all highly liquid investments with an insignificant interest rate risk and original maturities of three months or less to be cash equivalents. Restricted cash, if the date of availability or disbursement is longer than one year and the balances are maintained under an agreement that legally restricts the use of such funds, is not included within cash and cash equivalents and is reported within other assets. Restricted cash is comprised of $11.7 million, of which $11.5 million is pledged as a form of security for the Company’s lease agreements for its headquarters facility and QS-0, and $0.2 million as collateral for a commercial letter of credit issued to an equipment supplier as of June 30, 2021. As of December 31, 2020, restricted cash was $2.2 million. |
Marketable Securities | Marketable Securities The Company’s investment policy is consistent with the definition of available-for-sale securities. The Company does not buy and hold securities principally for the purpose of selling them in the near future. The Company’s policy is focused on the preservation of capital, liquidity, and return. From time to time, the Company may sell certain securities, but the objectives are generally not to generate profits on short-term differences in price. These securities are carried at estimated fair value with unrealized holding gains and losses included in other comprehensive loss in stockholders’ equity until realized. Gains and losses on marketable security transactions are reported on the specific-identification method. Dividend and interest income are recognized when earned. |
Fair Value Measurement | Fair Value Measurement The Company applies fair value accounting for all financial assets and liabilities measured on a recurring and nonrecurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance established a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, used to determine the fair value of its financial instruments. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. • • • |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful life of the related asset. The estimated useful lives of assets are as follows: Computers and hardware 3 years Furniture and fixtures 7 years Lab equipment 5 years Leasehold improvements Shorter of the lease term (including estimated renewals) or the estimated useful lives of the improvements Maintenance and repairs are charged to expense as incurred, and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in the accompanying statements of operations and comprehensive loss in the period realized. |
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. There were no material impairment charges in any of the periods presented. |
Leases | Leases The Company accounts for its leases under ASC 842, Leases In calculating the right-of-use asset and lease liability, the Company elects to combine lease and non-lease components for all classes of assets. The Company excludes short-term leases having initial terms of 12 months or less as an accounting policy election, and instead recognizes rent expense on a straight-line basis over the lease term. |
Convertible Preferred Stock | Convertible Preferred Stock Prior to the Business Combination, the Company recorded shares of convertible preferred stock at their respective fair values on the dates of issuance, net of issuance costs. The Company applied the guidance in ASC 480-10-S99-3A and therefore classified all of its outstanding convertible preferred stock as temporary equity. The convertible preferred stock was recorded outside of stockholders’ deficit because, in the event of certain deemed liquidation events considered not solely within the Company’s control, such as a merger, acquisition and sale of all or substantially all of the Company’s assets, the convertible preferred stock would become redeemable at the option of the holders. In the event of a change of control of the Company, proceeds received from the sale of such shares would be distributed in accordance with the liquidation preferences set forth in the Company’s Amended and Restated Certificate of Incorporation. All convertible preferred stock previously classified as temporary equity was retroactively adjusted, converted into Class A and Class B Common Stock, and reclassified to permanent as a result of the Business Combination. Convertible preferred stock converted into shares of Legacy QuantumScape Class A and Class B Common Stock and were immediately exchanged for Class A and Class B Common Stock of the Company, as described in Note 4. In March 2016 and March 2017, Legacy QuantumScape issued shares of Series D convertible preferred stock to two new strategic investors and to an existing strategic investor for net proceeds of $59.7 million. Legacy QuantumScape determined that the Series D convertible preferred stock share purchase agreements with these investors contained strategic terms as all of these investors had strategic interests in the Company’s technology and negotiated specific strategic terms expected to benefit these new investors, over and above the value that would be expected to be realized from the equity investment itself. Thus, the sale of the Legacy QuantumScape Series D convertible preferred stock to these investors reflected a higher price (“strategic premium”) than what a market participant who did not receive these strategic benefits would be willing to pay. Legacy QuantumScape allocated the net proceeds from these investors between the Series D convertible preferred stock and the strategic premium resulting in a strategic premium of $7.9 million which it recorded as a deferred liability on the balance sheet. The strategic premium is considered akin to payment for research and development efforts. Legacy QuantumScape’s accounting policy is to record research and development effort payments as contra research and development and recorded the benefits (amortization of the strategic premium) over the estimated period of the development agreements with the investors which is re-assessed annually. For the three months ended June 30, 2021 and 2020, the Company recorded amortization of $0.2 million and $0.1 million, respectively. For the six months ended June 30, 2021 and 2020, the Company recorded amortization of $0.3 million in both periods. |
Free-Standing Convertible Preferred Stock Warrants Liability | Free-Standing Convertible Preferred Stock Warrants Liability Free-standing warrants issued by Legacy QuantumScape for the purchase of shares of its convertible preferred stock were classified as liabilities on the accompanying balance sheets at fair value using an Option-Pricing Model (“OPM”). Prior to the Business Combination, the liability recorded was adjusted for changes in the fair value at each reporting date and recorded as interest expense in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss. As a result of the Business Combination, the Legacy QuantumScape warrants each converted into a warrant to purchase shares of the Company’s Class A Common Stock converted at the Exchange Ratio (as described below). The Company determined the warrants to be equity classified and the fair value of the warrants upon consummation of the Business Combination, as adjusted based on the price of the underlying Class A Common Stock, was reclassified to additional paid-in capital. These warrants were exercised as of December 31, 2020 and there were none outstanding as of June 30, 2021. |
Assumed Common Stock Warrants Liability | Assumed Common Stock Warrants Liability The Company assumed 11,499,989 public warrants (the “Public Warrants”) and 6,650,000 private placement warrants (the “Private Placement Warrants”, and the Public Warrants together with the Private Placement Warrants, the “Assumed Common Stock Warrants”) upon the Business Combination, all of which were issued in connection with Kensington’s initial public offering (other than 75,000 Private Placement Warrants of which that were issued in connection with the closing of the Business Combination, which are referred to as the Working Capital Warrants) and entitle each holder to purchase one share of Class A Common Stock at an exercise price of $11.50 per share. The Public Warrants are publicly traded and are exercisable for cash unless certain conditions occur, such as the failure to have an effective registration statement related to the shares issuable upon exercise or redemption by the Company under certain conditions, at which time the warrants may be cashless exercised. The Private Placement Warrants are transferable, assignable or salable in certain limited exceptions. The Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable until September 28, 2021 so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will cease to be Private Placement Warrants, and become Public Warrants and be redeemable by the Company and exercisable by such holders on the same basis as the other Public Warrants. As of June 30, 2021, 1,638,965 Public Warrants and 6,650,000 Private Placement Warrants were outstanding. As of December 31, 2020, 11,499,989 Public Warrants and 6,650,000 Private Placement Warrants were outstanding. The Company evaluated the Assumed Common Stock Warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity (“ASC 815-40”) |
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. |
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 are estimated on the grant date using the Black-Scholes option valuation 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 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. No awards have been issued with a market condition or other non-standard terms. Given the lack of 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. 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 during the three months ended June 30, 2021. The ESPP provides eligible employees with 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 June 30, 2021, 7.6 million shares of Class A Common Stock are reserved for future issuance under the ESPP. No shares were purchased under the ESPP during the three and six months ended June 30, 2021. The Company estimates the fair value of restricted stock units based on the closing price of the Company’s common stock on the date of grant. |
Income Taxes | Income Taxes The Company accounts for income taxes under an asset and liability approach. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and operating loss carryforwards, measured by applying currently enacted tax laws. Valuation allowances are provided when necessary to reduce net deferred tax assets to an amount that is more likely than not to be realized. The Company recognizes tax liabilities based upon its estimate of whether, and the extent to which, additional taxes will be due when such estimates are more likely than not to be sustained. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. The Company has no provision for income taxes for the three and six months ended June 30, 2021 and 2020. The Company has no current tax expense from losses and no deferred expense from the valuation allowance. The Company’s effective tax rate differs from the U.S. statutory rate primarily due to a valuation allowance against its net deferred tax assets as it is more likely than not that some or all of the deferred tax assets will not be realized. |
Comprehensive Income or Loss | Comprehensive Income or Loss The Company’s comprehensive income or loss consists of net income or loss and other comprehensive loss. Unrealized gains or losses on available-for-sale investments are included in the Company’s other comprehensive income or loss. |
Net Income (Loss) per Share of Common Stock | Net Income (Loss) per Share of Common Stock Basic net income (loss) per share is computed by dividing the net income (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) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Property and Equipment and Their Estimated Useful Lives of Assets | The estimated useful lives of assets are as follows: Computers and hardware 3 years Furniture and fixtures 7 years Lab equipment 5 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) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
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 June 30, 2021 Level 1 Level 2 Level 3 Total Assets included in: Money market funds (1) $ 302,816 $ — $ — $ 302,816 Commercial paper (2) — 250,413 — 250,413 U.S. government securities (2) — 789,406 — 789,406 Corporate notes and bonds (2) — 219,805 — 219,805 Total fair value $ 302,816 $ 1,259,624 $ — $ 1,562,440 Liabilities included in: Assumed common stock warrants (Public) $ 29,354 $ — $ — $ 29,354 Assumed common stock warrants (Private Placement) — 119,101 — 119,101 Total fair value $ 29,354 $ 119,101 $ — $ 148,455 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets included in: Money market funds (1) $ 12,235 $ — $ — $ 12,235 U.S. government securities (2) — 977,326 — 977,326 Total fair value $ 12,235 $ 977,326 $ — $ 989,561 Liabilities included in: Assumed common stock warrants (Public) $ 436,999 $ — $ — $ 436,999 Assumed common stock warrants (Private Placement) — 252,700 — 252,700 Total fair value $ 436,999 $ 252,700 $ — $ 689,699 (1) Money market funds are included in cash and cash equivalents on the Condensed Consolidated Balance Sheet. (2) As of June 30, 2021 and December 31, 2020, marketable securities with original maturities of three months or less of $94.5 million and $105.2 million, respectively, are included in cash and cash equivalents on the Condensed Consolidated Balance Sheet. |
Summary of Major Security Type Assets That Measured at Fair Value on Recurring Basis | The fair value as of June 30, 2021 and December 31, 2020, are as follows (amounts in thousands): June 30, 2021 Amortized Cost Unrealized Gain Unrealized Loss Fair Value Level 1 securities Money market funds $ 302,816 $ — $ — $ 302,816 Level 2 securities Commercial paper 250,413 — — 250,413 US government securities 789,570 64 (228 ) 789,406 Corporate notes and bonds 220,335 20 (550 ) 219,805 Total $ 1,563,134 $ 84 $ (778 ) $ 1,562,440 December 31, 2020 Amortized Cost Unrealized Gain Unrealized Loss Fair Value Level 1 securities Money market funds $ 12,235 $ — $ — $ 12,235 Level 2 securities US government securities 977,357 24 (55 ) 977,326 Total $ 989,592 $ 24 $ (55 ) $ 989,561 |
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 June 30, 2021 and December 31, 2020, are as follows (amounts in thousands): June 30, 2021 December 31, 2020 Amortized Cost Fair Value Amortized Cost Fair Value Due within one year $ 1,213,212 $ 1,213,213 $ 895,867 $ 895,830 Due after one year and through five years 349,922 349,227 93,725 93,731 Total $ 1,563,134 $ 1,562,440 $ 989,592 $ 989,561 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment as of June 30, 2021 and December 31, 2020, consisted of the following (amounts in thousands): June 30, December 31 2021 2020 Computers and hardware $ 836 $ 624 Furniture and fixtures 12,113 10,099 Lab equipment 51,861 37,051 Leasehold improvements 13,657 12,154 Construction-in-progress 49,595 16,078 128,062 76,006 Accumulated depreciation and amortization (36,845 ) (32,310 ) Property and equipment, net $ 91,217 $ 43,696 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Summary of Lease Related Expense | The components of lease related expense are as follows (amounts in thousands): Three Months Ended June 30, Six Months Ended June 30, Lease cost 2021 2020 2021 2020 Finance lease cost: Amortization of right-of-use assets $ 565 $ — $ 565 $ — Interest on lease liabilities 238 — 238 — Operating lease costs 629 536 1,225 1,072 Variable lease costs 114 97 218 201 Total lease expense $ 1,546 $ 633 $ 2,246 $ 1,273 |
Summary of Supplemental Cash Flow Information Related to Leases | The components of supplemental cash flow information related to leases are as follows (amounts in thousands): Six Months Ended June 30, 2021 2020 Operating outgoing cash flows - finance lease $ 238 $ — Financing outgoing cash flows - finance lease 166 — Financing (incoming) cash flows - finance lease (204 ) — Operating outgoing cash flows - operating leases 985 995 Right-of-use assets obtained in exchange for new finance lease liabilities 38,670 — Right-of-use assets obtained in exchange for new operating lease liabilities 11,686 — As of June 30, 2021 2020 Finance lease Weighted-average remaining lease term - finance lease (in years) 11.3 — Weighted-average discount rate - finance lease 3.70 % — Operating lease Weighted-average remaining lease term - operating leases (in years) 11.1 7.6 Weighted-average discount rate - operating leases 3.73 % 7.00 % |
Summary of Future Minimum Payments | As of June 30, 2021, future minimum payments during the next five years and thereafter are as follows (amounts in thousands): Fiscal Year Operating Leases Finance Lease (1) 2021 (remaining six months) $ 1,178 $ (5,397 ) 2022 2,423 2,419 2023 1,344 3,750 2024 2,588 5,130 2025 2,639 5,272 2026 2,718 5,417 Thereafter 17,010 33,632 Total 29,900 50,223 Less present value discount (5,865 ) (11,515 ) Lease liabilities $ 24,035 $ 38,708 (1) The expected payments include expected reimbursements of $5.4 million, primarily for tenant improvement allowance. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders Equity Note [Abstract] | |
Schedule of Stock Option Activity | Stock option activity under the Plans is as follows: Number of Shares Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Intrinsic value (in thousands) Balance as of December 31, 2020 55,316,336 $ 1.62 5.77 Cancelled and forfeited (366,724 ) 2.34 — Exercised (10,529,052 ) 0.90 — Balance as of June 30, 2021 44,420,560 $ 1.78 5.78 $ 1,220,577 Vested and exercisable as of June 30, 2021 34,715,518 $ 1.33 5.05 $ 969,562 |
Schedule of Additional Information Regarding Options Outstanding | Additional information regarding options outstanding as of June 30, 2021, is as follows: Range of Exercise Price per Share Number of Options Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) $0.11 - $0.64 5,395,726 $ 0.55 1.63 $1.05 - $1.35 24,183,939 1.26 5.17 $2.38 12,154,281 2.38 8.07 $6.23 2,686,614 6.23 9.18 44,420,560 $ 1.78 5.78 |
Schedule of Restricted Stock Unit Activity | Restricted stock unit activity under the Plans are as follows: Number of Restricted Stock Units Weighted Average grant date fair value Balance as of December 31, 2020 13,913,076 $ 8.94 Granted 784,298 39.23 Vested (3,005,500 ) 5.19 Forfeited (369,148 ) 8.47 Balance as of June 30, 2021 11,322,726 $ 12.05 |
Schedule of Stock-based Compensation Expense | Total stock-based compensation expense recognized in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss for all equity awards is as follows (amounts in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Research and development $ 6,634 $ 1,360 $ 13,001 $ 2,716 General and administrative 4,973 825 10,282 1,666 Total stock-based compensation expense $ 11,607 $ 2,185 $ 23,283 $ 4,382 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Schedule Of Earnings Per Share Basic And Diluted [Abstract] | |
Summary of Basic and Diluted Earnings (Loss) per Share of Common Stock | The following table sets forth the computation of basic and diluted earnings (loss) per Class A Common Stock and Class B Common Stock (amounts in thousands, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Numerator: Net income (loss) attributable to common stockholders - Basic $ 80,988 $ (13,945 ) $ 5,909 $ (29,319 ) Less: Change in fair value of assumed common stock warrant liabilities (130,504 ) — (99,740 ) — Net loss attributable to common stockholders - Diluted $ (49,516 ) $ (13,945 ) $ (93,831 ) $ (29,319 ) Denominator: Weighted average Class A and Class B Common Stock outstanding - Basic 404,957 239,798 386,970 239,795 Effect of dilutive securities 5,415 — 9,089 — Weighted average Class A and Class B Common Stock - Diluted 410,372 239,798 396,059 239,795 Net income (loss) per share attributable to Class A and Class B Common stockholders - Basic $ 0.20 $ (0.06 ) $ 0.02 $ (0.12 ) Net loss per share attributable to Class A and Class B Common stockholders - Diluted $ (0.12 ) $ (0.06 ) $ (0.24 ) $ (0.12 ) |
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): As of June 30, 2021 2020 Warrants — 1,023 Options outstanding 44,421 55,019 Restricted stock units 11,323 — Total 55,744 56,042 |
Joint Venture and Redeemable _2
Joint Venture and Redeemable Non-Controlling Interest (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Joint Venture And Non Controlling Interest [Abstract] | |
Schedule of Change in Redeemable Non-Controlling Interest | The following table sets forth the change in redeemable non-controlling interest for the six months ended June 30, 2021 and 2020 (amounts in thousands): Redeemable Non-Controlling Interest Balance as of December 31, 2020 $ 1,704 Net loss attributable to redeemable non-controlling interest in QSV (10 ) Balance as of June 30, 2021 $ 1,694 Redeemable Non-Controlling Interest Balance as of December 31, 2019 $ 1,710 Net loss attributable to redeemable non-controlling interest in QSV (5 ) Balance as of June 30, 2020 $ 1,705 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)Segment$ / sharesshares | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($)shares | Feb. 13, 2021shares | Sep. 30, 2018Agreement | |
Summary Of Significant Accounting Policies [Line Items] | |||||||
Goodwill or other intangible assets | $ 0 | $ 0 | |||||
Number of operating agreements of joint venture parties | Agreement | 2 | ||||||
Restricted cash | $ 11,700,000 | 11,700,000 | $ 2,200,000 | ||||
Amortization of strategic premium | $ 302,000 | $ 327,000 | |||||
Warrants outstanding | shares | 8,288,965 | 8,288,965 | 18,149,989 | ||||
Number of reportable segment | Segment | 1 | ||||||
Number of operating segment | Segment | 1 | ||||||
Awards issued with market condition or other non-standard terms | shares | 0 | ||||||
Provision for income taxes | $ 0 | $ 0 | $ 0 | 0 | |||
Current income tax expense (benefit) | 0 | 0 | 0 | 0 | |||
Deferred income tax expense (benefit) | $ 0 | 0 | $ 0 | 0 | |||
Free-Standing Convertible Preferred Stock Warrants Liability | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Warrant exercisable number of shares | shares | 0 | 0 | |||||
Public Warrants | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Warrant exercisable number of shares | shares | 1 | 1 | 1 | ||||
Warrants sold | shares | 11,499,989 | ||||||
Warrants exercise price per share | $ / shares | $ 11.50 | $ 11.50 | |||||
Warrants outstanding | shares | 1,638,965 | 1,638,965 | 11,499,989 | ||||
Minimum percentage of class A stockholders required for settlement of shares | 50.00% | 50.00% | |||||
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 | 6,650,000 | 6,650,000 | 6,650,000 | ||||
Series D Convertible Preferred Stock | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Net proceeds from issuance convertible preferred stock | $ 59,700,000 | ||||||
Net proceeds from convertible preferred stock strategic premium | 7,900,000 | ||||||
Amortization of strategic premium | $ 200,000 | $ 100,000 | $ 300,000 | $ 300,000 | |||
Class A Common Stock | 2020 Equity Employee Stock Purchase Plan | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Number of shares purchased | shares | 0 | 0 | |||||
Common stock reserved for future issuance | shares | 7,600,000 | 7,600,000 | |||||
Class A Common Stock | 2020 Equity Employee Stock Purchase Plan | Maximum | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Purchase of common stock | shares | 1,000 | ||||||
Pledged as Security for Facility Lease Agreement | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Restricted cash | $ 11,500,000 | $ 11,500,000 | |||||
Collateral for Commercial Letter Of Credit | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Restricted cash | 200,000 | 200,000 | |||||
US Government Money Market Fund and Marketable Securities | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Investment securities | 302,800,000 | 302,800,000 | $ 12,200,000 | ||||
US Government and Agency Securities | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Investment securities | 789,400,000 | $ 789,400,000 | $ 977,300,000 | ||||
JVA | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Percentage of joint venture holders voting interest | 17.70% | 13.20% | |||||
Contribution in exchange for equity interests | $ 1,700,000 | $ 1,700,000 | |||||
Equity interests percentage | 50.00% | 50.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Property and Equipment and Their Estimated Useful Lives (Details) | 6 Months Ended |
Jun. 30, 2021 | |
Computers and Hardware | |
Summary Of Significant Accounting Policies [Line Items] | |
Estimated useful lives of assets | 3 years |
Furniture and Fixtures | |
Summary Of Significant Accounting Policies [Line Items] | |
Estimated useful lives of assets | 7 years |
Lab Equipment | |
Summary Of Significant Accounting Policies [Line Items] | |
Estimated useful lives of assets | 5 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) - ASU 2019-12 | Jun. 30, 2021 |
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 | Jun. 30, 2021 |
Change in accounting principle, accounting standards update, immaterial effect | true |
Business Combination - Addition
Business Combination - Additional Information (Details) $ / shares in Units, $ in Millions | Nov. 25, 2020Vote$ / sharesshares | Sep. 02, 2020USD ($)$ / sharesshares | Jun. 30, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Business Combination [Line Items] | ||||
Business combination, effective date of acquisition | Nov. 25, 2020 | |||
Business combination, date of acquisition agreement | Sep. 2, 2020 | |||
Common stock, par value | $ / shares | $ 0.0001 | |||
Capital stock, shares authorized | shares | 1,350,000,000 | |||
Common stock, authorized | shares | 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. | |||
Legacy Quantum Scape | ||||
Business Combination [Line Items] | ||||
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 | 1,000,000,000 | |
Number of votes each shareholder entitled | Vote | 1 | |||
Class A Common Stock | Subscription Agreement | ||||
Business Combination [Line Items] | ||||
Aggregate number of shares sold | shares | 50,000,000 | |||
Aggregate purchase price per share | $ / shares | $ 10 | |||
Aggregate purchase price | $ | $ 500 | |||
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 | 250,000,000 | |
Number of votes each shareholder entitled | Vote | 10 | |||
Class B Common Stock | Legacy Quantum Scape | ||||
Business Combination [Line Items] | ||||
Common stock, par value | $ / shares | $ 0.0001 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Financial Assets and Liabilities Subject to Fair Value Measurements on Recurring Basis (Details) - Level 1 - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | |
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value assets | $ 1,562,440 | $ 989,561 | |
Total fair value Liabilities | 148,455 | 689,699 | |
Assumed Public Common Stock Warrants | |||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value Liabilities | 29,354 | 436,999 | |
Assumed Private Placement Common Stock Warrants | |||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value Liabilities | 119,101 | 252,700 | |
Money Market Funds | |||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value assets | [1] | 302,816 | 12,235 |
Commercial Paper | |||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value assets | [2] | 250,413 | |
US Government and Agency Securities | |||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value assets | [2] | 789,406 | 977,326 |
Corporate Notes and Bonds | |||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value assets | [2] | 219,805 | |
Level 1 | |||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value assets | 302,816 | 12,235 | |
Total fair value Liabilities | 29,354 | 436,999 | |
Level 1 | Assumed Public Common Stock Warrants | |||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value Liabilities | 29,354 | 436,999 | |
Level 1 | Money Market Funds | |||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value assets | [1] | 302,816 | 12,235 |
Level 2 | |||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value assets | 1,259,624 | 977,326 | |
Total fair value Liabilities | 119,101 | 252,700 | |
Level 2 | Assumed Private Placement Common Stock Warrants | |||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value Liabilities | 119,101 | 252,700 | |
Level 2 | Commercial Paper | |||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value assets | [2] | 250,413 | |
Level 2 | US Government and Agency Securities | |||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value assets | [2] | 789,406 | $ 977,326 |
Level 2 | Corporate Notes and Bonds | |||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total fair value assets | [2] | $ 219,805 | |
[1] | Money market funds are included in cash and cash equivalents on the Condensed Consolidated Balance Sheet. | ||
[2] | As of June 30, 2021 and December 31, 2020, marketable securities with original maturities of three months or less of $94.5 million and $105.2 million, respectively, are included in cash and cash equivalents on the Condensed Consolidated Balance Sheet. |
Fair Value Measurement - Summ_2
Fair Value Measurement - Summary of Financial Assets and Liabilities Subject to Fair Value Measurements on Recurring Basis (Parenthetical) (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value Disclosures [Abstract] | ||
Marketable securities | $ 94.5 | $ 105.2 |
Fair Value Measurement - Summ_3
Fair Value Measurement - Summary of Major Security Type Assets That Measured at Fair Value on Recurring Basis (Details) - Level 1 - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Schedule of Available for Sale Securities [Line Items] | ||
Amortized Cost | $ 1,563,134 | $ 989,592 |
Unrealized Gain | 84 | 24 |
Unrealized Loss | (778) | (55) |
Fair Value | 1,562,440 | 989,561 |
Level 1 | Money Market Funds | ||
Schedule of Available for Sale Securities [Line Items] | ||
Amortized Cost | 302,816 | 12,235 |
Fair Value | 302,816 | 12,235 |
Level 2 | Commercial Paper | ||
Schedule of Available for Sale Securities [Line Items] | ||
Amortized Cost | 250,413 | |
Fair Value | 250,413 | |
Level 2 | US Government Securities | ||
Schedule of Available for Sale Securities [Line Items] | ||
Amortized Cost | 789,570 | 977,357 |
Unrealized Gain | 64 | 24 |
Unrealized Loss | (228) | (55) |
Fair Value | 789,406 | $ 977,326 |
Level 2 | Corporate Notes and Bonds | ||
Schedule of Available for Sale Securities [Line Items] | ||
Amortized Cost | 220,335 | |
Unrealized Gain | 20 | |
Unrealized Loss | (550) | |
Fair Value | $ 219,805 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 36 Months Ended |
Jan. 31, 2015$ / sharesshares | Jun. 30, 2021USD ($) | Jun. 30, 2021USD ($)Security | Dec. 31, 2020USD ($)Securityshares | Dec. 31, 2013$ / sharesshares | |
Class of Stock [Line Items] | |||||
Number of marketable securities | Security | 81 | 12 | |||
Number of positions continuous unrealized loss for more than twelve months | Security | 0 | ||||
Aggregate fair value of marketable securities in unrealized loss position | $ | $ 616,900,000 | $ 419,200,000 | |||
Proceeds from sale of available-for sale marketable securities | $ | $ 122,300,000 | $ 122,300,000 | |||
Allowance for credit losses | $ | $ 0 | ||||
TPC1 Warrants | Series A Convertible Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Warrants issued to purchase of convertible preferred stock | shares | 124,586 | ||||
Convertible preferred stock price per share | $ / shares | $ 2.20131 | ||||
Warrants set to expire from effective date | 7 years | ||||
TPC1 Warrants | Series C Convertible Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Warrants issued to purchase of convertible preferred stock | shares | 129,718 | ||||
Convertible preferred stock price per share | $ / shares | $ 10.40717 | ||||
Warrants expiration period | expire at the later of 2022 or five years after an initial public offering or acquisition. | ||||
TPC1 And TPC 2 Warrants | Class A Common Stock | |||||
Class of Stock [Line Items] | |||||
Warrants to purchase shares of common stock | shares | 998,460 |
Fair Value Measurement - Summ_4
Fair Value Measurement - Summary of Estimated Amortized Cost and Fair Value of Available-for-Sale Securities by Contractual Maturity (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Investments Debt And Equity Securities [Abstract] | ||
Amortized Cost, Due within one year | $ 1,213,212 | $ 895,867 |
Amortized Cost, Due after one year and through five years | 349,922 | 93,725 |
Total Amortized Cost | 1,563,134 | 989,592 |
Fair Value, Due within one year | 1,213,213 | 895,830 |
Fair Value, Due after one year and through five years | 349,227 | 93,731 |
Total Fair Value | $ 1,562,440 | $ 989,561 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 128,062 | $ 76,006 |
Accumulated depreciation and amortization | (36,845) | (32,310) |
Property and equipment, net | 91,217 | 43,696 |
Computers and Hardware | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 836 | 624 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 12,113 | 10,099 |
Lab Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 51,861 | 37,051 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 13,657 | 12,154 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 49,595 | $ 16,078 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation and amortization expense related to property and equipment | $ 3 | $ 1.6 | $ 5.2 | $ 3.1 |
Leases - Additional Information
Leases - Additional Information (Details) | Jun. 22, 2021 | Apr. 02, 2021ft²RenewalOption | Jun. 30, 2021 |
Leases [Abstract] | |||
Operating lease expiration, year | 2032 | ||
Operating lease extension expiration, month and year | 2032-09 | ||
Operating lease, renewal term | 60 months | ||
Area of rentable space lease | ft² | 197,000 | ||
Lease expiration | Sep. 30, 2032 | ||
Finance lease, existence of option to extend | true | ||
Finance lease, renewal term | 5 years | ||
Number of finance lease renewal options | RenewalOption | 2 |
Leases - Summary of Lease Relat
Leases - Summary of Lease Related Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Finance lease cost: | ||||
Amortization of right-of-use assets- finance lease | $ 565 | $ 565 | ||
Interest on lease liabilities | 238 | 238 | ||
Operating lease costs | 629 | $ 536 | 1,225 | $ 1,072 |
Variable lease costs | 114 | 97 | 218 | 201 |
Total lease expense | $ 1,546 | $ 633 | $ 2,246 | $ 1,273 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Leases [Abstract] | ||
Operating outgoing cash flows - finance lease | $ 238 | |
Financing outgoing cash flows - finance lease | 166 | |
Financing (incoming) cash flows - finance lease | (204) | |
Operating outgoing cash flows - operating leases | 985 | $ 995 |
Right-of-use assets obtained in exchange for new finance lease liabilities | 38,670 | |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 11,686 | |
Finance lease | ||
Weighted-average remaining lease term - finance lease (in years) | 11 years 3 months 18 days | |
Weighted-average discount rate - finance lease | 3.70% | |
Operating lease | ||
Weighted-average remaining lease term - operating leases (in years) | 11 years 1 month 6 days | 7 years 7 months 6 days |
Weighted-average discount rate - operating leases | 3.73% | 7.00% |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Payments (Details) $ in Thousands | Jun. 30, 2021USD ($) | |
Leases [Abstract] | ||
2021 (remaining six months) | $ 1,178 | |
2022 | 2,423 | |
2023 | 1,344 | |
2024 | 2,588 | |
2025 | 2,639 | |
2026 | 2,718 | |
Thereafter | 17,010 | |
Total | 29,900 | |
Less present value discount | (5,865) | |
Lease liabilities | 24,035 | |
2021 (remaining six months) | (5,397) | [1] |
2022 | 2,419 | [1] |
2023 | 3,750 | [1] |
2024 | 5,130 | [1] |
2025 | 5,272 | [1] |
2026 | 5,417 | [1] |
Thereafter | 33,632 | [1] |
Total | 50,223 | [1] |
Less present value discount | (11,515) | [1] |
Lease liabilities | $ 38,708 | [1] |
[1] | The expected payments include expected reimbursements of $5.4 million, primarily for tenant improvement allowance. |
Leases - Summary of Future Mi_2
Leases - Summary of Future Minimum Payments (Parenthetical) (Details) $ in Millions | Jun. 30, 2021USD ($) |
Leases [Abstract] | |
Expected reimbursements for tenant improvement allowance | $ 5.4 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 1 Months Ended |
Feb. 28, 2021SuitOfficer_Director | |
Commitments And Contingencies Disclosure [Abstract] | |
Number of shareholder derivative suit filed | Suit | 2 |
Number of officers and directors in shareholder derivative suit | Officer_Director | 11 |
Assumed Common Stock Warrants -
Assumed Common Stock Warrants - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 13, 2021 | Feb. 12, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Class Of Warrant Or Right [Line Items] | |||||
Warrants outstanding | 8,288,965 | 8,288,965 | 18,149,989 | ||
Non-cash change in fair value of assumed common stock warrant liabilities | $ 130,500 | $ 99,740 | |||
Net proceeds from warrant exercises | $ 112,318 | ||||
Private Placement and Working Capital Warrants Redemption Starting July 30, 2021 | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants redemption price per share | $ 0.01 | $ 0.01 | |||
Number of trading days | 20 days | ||||
Number of trading days ending on third business day | 30 days | ||||
Minimum share price required for redemption of warrants | $ 18 | ||||
Private Placement and Working Capital Warrants | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants sold | 6,575,000 | ||||
Warrants exercise price per share | 11.50 | $ 11.50 | |||
Warrant issued in connection with the closing of business combination | 75,000 | ||||
Private Placement and Working Capital Warrants Commencing September 28, 2021 | |||||
Class Of Warrant Or Right [Line Items] | |||||
Number of trading days | 30 days | ||||
Number of days after written notice of redemption | 30 days | ||||
Private Placement and Working Capital Warrants Commencing September 28, 2021 | Minimum | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants redemption price per share | $ 0.10 | $ 0.10 | |||
Public Warrants | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants outstanding | 1,638,965 | 1,638,965 | 11,499,989 | ||
Warrants sold | 11,499,989 | ||||
Warrants exercise price per share | $ 11.50 | $ 11.50 | |||
Public warrants exercisable date | Mar. 5, 2021 | Jun. 30, 2021 | |||
Warrant exercisable number of shares | 1 | 1 | 1 | ||
Share price | $ 11.50 | ||||
Warrants exercised | 371,260 | 9,861,024 | |||
Net proceeds from warrant exercises | $ 3,200 | $ 112,300 | |||
Public Warrants | Class A Common Stock | |||||
Class Of Warrant Or Right [Line Items] | |||||
Net issuance of Common Stock Warrants | 340,480 | 9,830,244 | |||
Public Warrants | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants sold | 11,499,989 | ||||
Warrants exercise price per share | $ 11.50 | $ 11.50 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | Apr. 28, 2021 | Mar. 30, 2021 | Dec. 01, 2020 | Mar. 31, 2021 | Aug. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Nov. 25, 2020 |
Class of Stock [Line Items] | ||||||||||
Shares authorized | 1,350,000,000 | 1,350,000,000 | ||||||||
Common stock, authorized | 1,250,000,000 | 1,250,000,000 | ||||||||
Common stock, par value | $ 0.0001 | |||||||||
Preferred stock, authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||||
Common stock voting rights, description | The holder of each share of Class A Common Stock is entitled to one vote, and the holder of each share of Class B Common Stock is entitled to ten votes. | |||||||||
Proceeds from common stock | $ 462,926,000 | |||||||||
Preferred stock, shares issued | 0 | 0 | ||||||||
Options vesting period | 4 years | |||||||||
Options granted | 0 | |||||||||
Options granted, fair value | 2,800,000 | |||||||||
Options granted, fair value, per share | $ 2.38 | |||||||||
Aggregate intrinsic value | $ 330,000,000 | $ 40,000 | ||||||||
Stock-based compensation unvested stock options not yet recognized | $ 17,000,000 | |||||||||
Expected to be recognized estimated weighted average period | 2 years 9 months 18 days | |||||||||
Restricted Stock Unit | ||||||||||
Class of Stock [Line Items] | ||||||||||
Expected to be recognized estimated weighted average period | 3 years 2 months 12 days | |||||||||
Fair value of restricted stock vested | $ 135,700,000 | $ 0 | ||||||||
Restricted stock units granted | 0 | 784,298 | ||||||||
Unrecognized compensation costs | $ 125,700,000 | |||||||||
2020 Equity Incentive Award Plan | ||||||||||
Class of Stock [Line Items] | ||||||||||
Options is granted to stockholder, percentage | 10.00% | |||||||||
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 | 100.00% | |||||||||
Options purchase or exercise price per share | 110.00% | |||||||||
Series F Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock issuance costs | $ 11,500,000 | |||||||||
Preferred stock, shares issued | 7,115,335 | 14,684,843 | ||||||||
Convertible preferred stock price per share | $ 26.4218 | |||||||||
Proceeds from issuance of Series F preferred stock, net of issuance costs | $ 188,000,000 | $ 388,000,000 | ||||||||
Class A Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock, authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||||
Common stock, issued | 304,933,000 | 207,769,000 | ||||||||
Proceeds from common stock | $ 100,000,000 | |||||||||
Additional common stock shares issued | 15,221,334 | |||||||||
Class A Common Stock | 2020 Equity Incentive Award Plan | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock authorized for issuance | 41,500,000 | |||||||||
Class A Common Stock | Maximum | 2020 Equity Incentive Award Plan | ||||||||||
Class of Stock [Line Items] | ||||||||||
Additional common stock authorized for issuance | 69,846,580 | |||||||||
Class A Common Stock | VGA | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock, issued | 15,221,334 | 15,221,334 | ||||||||
Proceeds from common stock | $ 100,000,000 | $ 100,000,000 | ||||||||
Class A Common Stock | March 2021 Public Offering | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock, issued | 11,960,000 | |||||||||
Stock issuance costs | $ 15,500,000 | |||||||||
Proceeds from common stock | $ 462,900,000 | |||||||||
Class B Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock, authorized | 250,000,000 | 250,000,000 | 250,000,000 | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||||
Common stock, issued | 109,607,000 | 156,225,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020$ / sharesshares | |
Stockholders Equity Note [Abstract] | ||
Outstanding at the beginning of the period (in shares) | shares | 55,316,336 | |
Cancelled and forfeited (in shares) | shares | (366,724) | |
Exercised (in shares) | shares | (10,529,052) | |
Outstanding at the end of the period (in shares) | shares | 44,420,560 | 55,316,336 |
Vested and exercisable at the end of the period (in shares) | shares | 34,715,518 | |
Outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 1.62 | |
Cancelled and forfeited (in dollars per share) | $ / shares | 2.34 | |
Exercised (in dollars per share) | $ / shares | 0.90 | |
Outstanding at the end of the period (in dollars per share) | $ / shares | 1.78 | $ 1.62 |
Vested and exercisable (in dollars per share) | $ / shares | $ 1.33 | |
Weighted Average Remaining Contractual Term (Years) | 5 years 9 months 10 days | 5 years 9 months 7 days |
Weighted Average Remaining Contractual Term, Vested and exercisable (in years) | 5 years 18 days | |
Intrinsic value | $ | $ 1,220,577 | |
Vested and exercisable at end of period | $ | $ 969,562 |
Stockholders Equity - Schedule
Stockholders Equity - Schedule of Additional Information Regarding Options Outstanding (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||
Number of Options Outstanding | 44,420,560 | |
Weighted Average Exercise Price | $ 1.78 | $ 1.62 |
Weighted Average Remaining Contractual Life (Years) | 5 years 9 months 10 days | |
$0.11 - $0.64 | ||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||
Number of Options Outstanding | 5,395,726 | |
Weighted Average Exercise Price | $ 0.55 | |
Weighted Average Remaining Contractual Life (Years) | 1 year 7 months 17 days | |
$0.11 - $0.64 | Minimum | ||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||
Range of Exercise Price per Share | $ 0.11 | |
$0.11 - $0.64 | Maximum | ||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||
Range of Exercise Price per Share | $ 0.64 | |
$1.05 - $1.35 | ||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||
Number of Options Outstanding | 24,183,939 | |
Weighted Average Exercise Price | $ 1.26 | |
Weighted Average Remaining Contractual Life (Years) | 5 years 2 months 1 day | |
$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 | 12,154,281 | |
Weighted Average Exercise Price | $ 2.38 | |
Weighted Average Remaining Contractual Life (Years) | 8 years 25 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 | 2,686,614 | |
Weighted Average Exercise Price | $ 6.23 | |
Weighted Average Remaining Contractual Life (Years) | 9 years 2 months 4 days |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Restricted Stock Unit Activity (Details) - Restricted Stock Unit - $ / shares | 1 Months Ended | 6 Months Ended |
Aug. 31, 2020 | Jun. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Restricted Stock Units, Beginning Balance | 13,913,076 | |
Number of Restricted Stock Units, Granted | 0 | 784,298 |
Number of Restricted Stock Units, Vested | (3,005,500) | |
Number of Restricted Stock Units, Forfeited | (369,148) | |
Number of Restricted Stock Units, Ending Balance | 11,322,726 | |
Weighted Average grant date fair value, Beginning Balance | $ 8.94 | |
Weighted Average grant date fair value, Granted | 39.23 | |
Weighted Average grant date fair value, Vested | 5.19 | |
Weighted Average grant date fair value, Forfeited | 8.47 | |
Weighted Average grant date fair value, Ending Balance | $ 12.05 |
Stockholders Equity - Schedul_2
Stockholders Equity - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 11,607 | $ 2,185 | $ 23,283 | $ 4,382 |
Research and Development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 6,634 | 1,360 | 13,001 | 2,716 |
General and Administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 4,973 | $ 825 | $ 10,282 | $ 1,666 |
Earnings (Loss) Per Share - Sum
Earnings (Loss) Per Share - Summary of Basic and Diluted Earnings (Loss) per Share of Common Stock (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator: | ||||
Net income (loss) attributable to common stockholders - Basic | $ 80,988 | $ (13,945) | $ 5,909 | $ (29,319) |
Less: Change in fair value of assumed common stock warrant liabilities | (130,504) | (99,740) | ||
Net loss attributable to common stockholders - Diluted | $ (49,516) | $ (13,945) | $ (93,831) | $ (29,319) |
Weighted-average shares used in computing net income (loss) per share of common stock | ||||
Weighted average Class A and Class B Common Stock outstanding - Basic | 404,957 | 239,798 | 386,970 | 239,795 |
Effect of dilutive securities | 5,415 | 9,089 | ||
Weighted average Class A and Class B Common Stock - Diluted | 410,372 | 239,798 | 396,059 | 239,795 |
Net income (loss) per share attributable to Class A and Class B Common stockholders - Basic | $ 0.20 | $ (0.06) | $ 0.02 | $ (0.12) |
Net loss per share attributable to Class A and Class B Common stockholders - Diluted | $ (0.12) | $ (0.06) | $ (0.24) | $ (0.12) |
Common Class A and Class B Shares | ||||
Weighted-average shares used in computing net income (loss) per share of common stock | ||||
Weighted average Class A and Class B Common Stock outstanding - Basic | 404,957 | 239,798 | 386,970 | 239,795 |
Weighted average Class A and Class B Common Stock - Diluted | 410,372 | 239,798 | 396,059 | 239,795 |
Net income (loss) per share attributable to Class A and Class B Common stockholders - Basic | $ 0.20 | $ (0.06) | $ 0.02 | $ (0.12) |
Net loss per share attributable to Class A and Class B Common stockholders - Diluted | $ (0.12) | $ (0.06) | $ (0.24) | $ (0.12) |
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 | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive | 55,744 | 56,042 |
Warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive | 1,023 | |
Options Outstanding | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive | 44,421 | 55,019 |
Restricted Stock Unit | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive | 11,323 |
Joint Venture and Redeemable _3
Joint Venture and Redeemable Non-Controlling Interest - Additional Information (Details) - USD ($) $ in Thousands | May 14, 2020 | Sep. 30, 2020 | Aug. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 |
Joint Venture And Non Controlling Interest [Line Items] | |||||||
Cash and cash equivalents ($3,382 and $3,406 as of June 30, 2021 and December 31, 2020, respectively, for joint venture) | $ 402,391 | $ 113,216 | $ 29,175 | ||||
Series F Preferred Stock | |||||||
Joint Venture And Non Controlling Interest [Line Items] | |||||||
Proceeds from issuance of Series F preferred stock, net of issuance costs | $ 188,000 | $ 388,000 | |||||
QSV | |||||||
Joint Venture And Non Controlling Interest [Line Items] | |||||||
Cash and cash equivalents ($3,382 and $3,406 as of June 30, 2021 and December 31, 2020, respectively, for joint venture) | 3,382 | 3,406 | |||||
Prepaid expense | $ 100 | $ 100 | |||||
QSV | Series F Convertible Preferred Stock | |||||||
Joint Venture And Non Controlling Interest [Line Items] | |||||||
Proceeds from issuance of Series F preferred stock, net of issuance costs | $ 200,000 | ||||||
VWGoA | Series F Preferred Stock | |||||||
Joint Venture And Non Controlling Interest [Line Items] | |||||||
Proceed from Series F preferred stock financings and business combination | $ 134,000 |
Joint Venture and Redeemable _4
Joint Venture and Redeemable Non-Controlling Interest - Schedule of Change in Redeemable Non-Controlling Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Joint Venture And Non Controlling Interest [Abstract] | |||
Redeemable Non-Controlling, Beginning balance | $ 1,706 | $ 1,704 | $ 1,710 |
Net loss attributable to redeemable non-controlling interest in QSV | (1) | (10) | (5) |
Redeemable Non-Controlling, Ending balance | $ 1,705 | $ 1,694 | $ 1,705 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - $ / shares | Jul. 23, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||
Warrants outstanding | 8,288,965 | 18,149,989 | |
Public Warrants | |||
Subsequent Event [Line Items] | |||
Warrants outstanding | 1,638,965 | 11,499,989 | |
Public Warrants | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Warrants redemption price per share | $ 0.01 | ||
Warrants outstanding | 1,544,871 |