QuantumScape Corp 10-K/A

Item 8. Financial Statements and Supplementary Data. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm 45 Consolidated Balance Sheets as of December 31, 2020 and 2019 46 Consolidated Statements of Operations and Comprehensive Loss for the Years ended December 31, 2020 and 2019 47 Consolidated Statements of Redeemable Non-Controlling Interest and Stockholders’ Equity for the Years ended December 31, 2020, 2019 and 2018 48 Consolidated Statements of Cash Flows for the Years ended December 31, 2020 and 2019 49 Notes to Consolidated Financial Statements 50 44 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of QuantumScape Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of QuantumScape Corporation (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations and comprehensive loss, redeemable non-controlling interest and stockholders' equity and cash flows for each of the two years in the period ended December 31, 2020, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles. Restatement of 2020 Financial Statements As discussed in Note 4 to the consolidated financial statements, the 2020 consolidated financial statements have been restated to correct a misstatement. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2012 . Redwood City, California February 23, 2021, except for Note 4, as to which the date is May 7, 2021 45 QuantumScape Corporation Consolidated Balance Sheets (In Thousands, Except Share and per Share Amounts) December 31, 2020 2019 (Restated) Assets Current assets Cash and cash equivalents ($ 3,406 and $ 3,409 as of December 31, 2020 and 2019, respectively, for joint venture) $ 113,216 $ 22,822 Marketable securities 884,336 107,099 Prepaid expenses and other current assets 11,616 1,255 Total current assets 1,009,168 131,176 Property and equipment, net 43,696 25,492 Right-of-use lease asset 11,712 12,942 Other assets 2,193 2,774 Total assets $ 1,066,769 $ 172,384 Liabilities, redeemable non-controlling interest and stockholders’ equity Current liabilities Accounts payable $ 5,383 $ 2,851 Accrued liabilities 2,701 1,307 Accrued compensation 2,391 1,112 Operating lease liability, short-term 1,220 1,080 Strategic premium, short-term 655 873 Total current liabilities 12,350 7,223 Operating lease liability, long-term 11,244 12,463 Convertible preferred stock warrant liabilities — 1,860 Strategic premium, long-term and other liabilities — 436 Assumed common stock warrant liabilities 689,699 — Total liabilities 713,293 21,982 Commitment and contingencies (see Note 9) Redeemable non-controlling interest 1,704 1,710 Stockholders’ equity Preferred stock- $ 0.0001 par value; 100,000,000 shares authorized, none issued and outstanding at December 31, 2020 and 2019 — — Common stock - $ 0.0001 par value; 1,250,000,000 shares authorized ( 1,000,000,000 Class A and 250,000,000 Class B); 207,769,091 Class A and 156,224,614 Class B shares issued and outstanding at December 31, 2020, 81,720,530 Class A and 158,056,527 Class B shares issued and outstanding at December 31, 2019 36 24 Additional paid-in-capital 2,329,406 444,440 Accumulated other comprehensive (loss) income ( 31 ) 90 Accumulated deficit ( 1,977,639 ) ( 295,862 ) Total stockholders’ equity 351,772 148,692 Total liabilities, redeemable non-controlling interest and stockholders’ equity $ 1,066,769 $ 172,384 The accompanying notes are an integral part of these consolidated financial statements. 46 QuantumScape Corporation Consolidated Statements of Operations and Comprehensive Loss (In Thousands, Except Share and per Share Amounts) Year Ended December 31, 2020 2019 (Restated) Operating expenses: Research and development $ 65,103 $ 45,944 General and administrative 15,918 9,874 Total operating expenses 81,021 55,818 Loss from operations ( 81,021 ) ( 55,818 ) Other (expense) income: Interest expense ( 20,765 ) ( 94 ) Interest income 1,093 3,608 Change in fair value of Series F convertible preferred stock tranche liabilities ( 999,987 ) — Change in fair value of assumed common stock warrant liabilities ( 581,863 ) — Other income 760 1,041 Total other (expense) income ( 1,600,762 ) 4,555 Net loss ( 1,681,783 ) ( 51,263 ) Less: Net (loss) income attributable to non-controlling interest, net of tax of $ 0 for the years ended December 31, 2020 and 2019 ( 6 ) 20 Net loss attributable to common stockholders $ ( 1,681,777 ) $ ( 51,283 ) Net loss $ ( 1,681,783 ) $ ( 51,263 ) Other comprehensive (loss) income: Unrealized (loss) gain on marketable securities ( 121 ) 121 Total comprehensive loss ( 1,681,904 ) ( 51,142 ) Less: Comprehensive (loss) income attributable to non-controlling interest ( 6 ) 20 Comprehensive loss attributable to common stockholders $ ( 1,681,898 ) $ ( 51,162 ) Basic and Diluted net loss per share $ ( 6.67 ) $ ( 0.21 ) Basic and Diluted weighted-average common shares outstanding 252,143,509 239,636,062 The accompanying notes are an integral part of these consolidated financial statements. 47 QuantumScape Corporation Consolidated Statements of Redeemable Non-Controlling Interest and Stockholders’ Equity (In Thousands, Except Share and per Share Amounts) Redeemable Convertible Preferred Stock Redeemable Non-Controlling Common Stock Treasury Stock Additional Paid-In Accumulated Accumulated other Comprehensive Total Stockholders’ Shares Amount interest Shares Amount Shares Amount Capital Deficit gain (loss) (deficit) equity Balance at December 31, 2018 (as previously reported) 48,390,851 $ 405,575 $ 1,690 11,075,476 $ 1 438,191 $ ( 4,189 ) $ 35,957 $ ( 246,083 ) $ ( 31 ) $ ( 214,345 ) Retroactive application of recapitalization ( 48,390,851 ) $ ( 405,575 ) — 228,083,177 23 ( 438,191 ) $ 4,189 401,363 — — 405,575 Balance at December 31, 2018, effect of reverse acquisition (Note 5) — $ — $ 1,690 239,158,653 $ 24 — $ — $ 437,320 $ ( 246,083 ) $ ( 31 ) $ 191,230 Exercise of stock option — — — 618,404 — — — 394 — — 394 Stock-based compensation — — — — — — — 6,726 85 — 6,811 Adoption of ASC 842 — — — — — — 1,419 — 1,419 Net loss — — 20 — — — — — ( 51,283 ) — ( 51,283 ) Unrealized gain on marketable securities — — — — — — — — 121 121 Balance at December 31, 2019 — $ — $ 1,710 239,777,057 $ 24 $ — $ — $ 444,440 $ ( 295,862 ) $ 90 $ 148,692 Issuance of Series F preferred stock, net of issuance costs of $ 11.5 million, and settlement of associated convertible preferred stock tranche liability — — — 28,616,093 3 — — 660,930 — — 660,933 Issuance of Class A Common Stock pursuant to Legacy QuantumScape Series F Preferred Stock Purchase Agreement, net of issuance costs of $ 0.2 million — — — 15,221,334 1 — — 99,799 — — 99,800 Business Combination, net of redemptions and equity issuance costs of $ 53.0 million (Restated) — — — 78,734,745 8 — — 568,595 — — 568,603 Reclassification of Legacy QuantumScape convertible preferred stock tranche liability — — — — — — — 515,394 — — 515,394 Reclassification of Legacy QuantumScape convertible preferred stock warrants — — — — — — — 22,625 — — 22,625 Exercise of stock option — — — 646,016 — — — 599 — — 599 Exercise of warrants — — 998,460 — — — — — — — Stock-based compensation — — — — — — — 17,024 — — 17,024 Net loss (Restated) — — ( 6 ) — — — — — ( 1,681,777 ) — ( 1,681,777 ) Unrealized loss on marketable securities — — — — — — — — — ( 121 ) ( 121 ) Balance at December 31, 2020 (Restated) — $ — $ 1,704 363,993,705 $ 36 $ — $ — $ 2,329,406 $ ( 1,977,639 ) $ ( 31 ) $ 351,772 The accompanying notes are an integral part of these consolidated financial statements. 48 QuantumScape Corporation Consolidated Statements of Cash Flows (In Thousands) Year Ended December 31, 2020 2019 (Restated) Operating activities Net loss $ ( 1,681,783 ) $ ( 51,263 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 7,506 5,577 Amortization of right-of-use assets 1,229 1,159 Amortization of premiums and accretion of discounts on marketable securities 1,201 ( 1,964 ) Amortization of strategic premium ( 655 ) ( 873 ) Gain on property and equipment disposals 3 ( 90 ) Stock-based compensation expense 17,024 6,811 Change in fair value of convertible preferred stock warrant liabilities 20,765 94 Change in fair value of convertible preferred stock tranche liabilities 999,865 — Change in fair value of assumed common stock warrant liabilities 581,863 — Changes in operating assets and liabilities: Prepaid expenses and other current assets ( 9,648 ) ( 550 ) Accounts payable, accrued liabilities and accrued compensation 2,447 319 Operating lease liability ( 1,080 ) ( 951 ) Net cash used in operating activities ( 61,263 ) ( 41,731 ) Investing activities Purchases of property and equipment ( 24,093 ) ( 9,846 ) Proceeds from maturities of marketable securities 113,006 239,500 Purchases of marketable securities ( 891,561 ) ( 196,353 ) Net cash (used in) provided by investing activities ( 802,648 ) 33,301 Financing activities Proceeds from exercise of stock options 599 394 Proceeds from issuance of Series F preferred stock, net of issuance costs 176,462 — Proceeds from issuance of Class A Common Stock pursuant to Legacy QuantumScape Series F Preferred Stock Purchase Agreement, net of issuance costs 99,800 — Business Combination, net of issuance costs paid 676,863 — Net cash provided by financing activities 953,724 394 Net increase (decrease) in cash, cash equivalents and restricted cash 89,813 ( 8,036 ) Cash, cash equivalents and restricted cash at beginning of period 25,596 33,632 Cash, cash equivalents and restricted cash at end of period $ 115,409 $ 25,596 Supplemental disclosure of cash flow information Purchases of property and equipment, accrued but not paid $ 4,170 $ 2,547 Business Combination transaction costs, accrued but not paid $ 1,016 $ — Net assets assumed from Business Combination $ 592 $ — The following table presents the Company’s cash, cash equivalents and restricted cash by category in the Company’s Consolidated Balance Sheets: December 31, 2020 2019 Cash and cash equivalents $ 113,216 $ 22,822 Other assets 2,193 2,774 Total cash, cash equivalents and restricted cash $ 115,409 $ 25,596 The accompanying notes are an integral part of these consolidated financial statements. 49 QuantumScape Corporation Notes to Consolidated Financial Statements December 31, 2020 1. Nature of Business Organization 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 , Inc., a Delaware corporation (f/k/a QuantumScape Corporation and f/k/a QuantumScape Subsidiary, Inc.) (“Legacy QuantumScape”). Pursuant to the terms of the Business Combination Agreement, a business combination between Kensington and Legacy QuantumScape was effected through the merger of Merger Sub with and into Legacy QuantumScape, with Legacy QuantumScape surviving as the surviving company and as a wholly-owned subsidiary of Kensington (the “Merger” and, collectively with the other transactions described in the Business Combination Agreement, the “Business Combination”). On the closing date, Kensington changed its name to QuantumScape Corporation, (the “Company”). The Company is focused on the development and commercialization of its solid-state lithium-metal batteries. Planned principal operations have not yet commenced. As of December 31, 2020, 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. 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. 2. Summary of Significant Accounting Policies Basis of Presentation The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). 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: • Legacy QuantumScape’s shareholders have the largest portion of voting rights in the Company; • the Board and Management are primarily composed of individuals associated with Legacy QuantumScape; and • Legacy QuantumScape was the larger entity based on historical operating activity and Legacy QuantumScape has the larger employee base at the time of the Business Combination. 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 established in the Business Combination. 50 QuantumScape Corporation Notes to Consolidated Financial Statements — Continued December 31, 2020 Immaterial Adjustments The Company made an immaterial correcting adjustment (the “correcting adjustment”) to its Consolidated Balance Sheet and Consolidated Statement of Redeemable Non-controlling Interest and Stockholders’ Equity as of and for the year ended December 31, 2019 to reclassify the non-controlling interest of $ 1.7 million from total stockholders’ equity to temporary equity. This adjustment was made due to an option of the non-controlling interest holders that may require the Company to purchase their interest. The correcting adjustment has no effect on the Company’s Consolidated Statement of Operations and Comprehensive Loss or the Consolidated Statement of Cash flows for the period ended December 31, 2019. Use of Estimates The preparation of financial statements in accordance with 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, and valuation of convertible preferred stock tranche liabilities, 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. Principles of Consolidation The Company’s policy is to consolidate all entities that it controls by ownership of a majority of the outstanding voting stock. In addition, the Company consolidates entities that meet the definition of a variable interest entity (“VIE”) for which the Company is the related party most closely associated with and is the primary beneficiary. The primary beneficiary is the party who has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity. For consolidated entities that are less than wholly owned, the third party’s holding of an equity interest is presented as Redeemable non-controlling interests in the Company’s Consolidated Balance Sheets and Consolidated Statements of Redeemable Non-Controlling Interest and Stockholders’ Equity. The portion of net earnings attributable to the redeemable non-controlling interests is presented as Net income (loss) attributable to non-controlling interests in the Company’s Consolidated Statements of Operations and Comprehensive Loss. The Company was a single-legal entity prior to becoming a partner with Volkswagen in QSV Operations LLC (the “JV entity”). As noted in “Joint Venture” discussion, the Company determined the JV entity was a VIE for which it was required to consolidate the operations upon its formation in 2018. The Company continued to consolidate the operations of the JV entity in 2020 as the determination of the variable interest entity has not changed. Joint Venture and Redeemable Non-Controlling Interest On June 18, 2018, the JV entity 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 in the United States to produce the pilot line of the Company’s product through the JV entity. Volkswagen is a related party stockholder ( 13.2 % and 13.1 % voting interest holder of the Company as of December 31, 2020 and December 31, 2019, respectively). Upon the effectiveness of the JVA, each party contributed $ 1.7 million in cash to capitalize the JV entity in exchange for 50 % equity interests. The joint venture is considered a variable interest entity 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 the JV entity’s operations in its Consolidated Balance Sheets, Consolidated Statements of Operations and Comprehensive Loss and Consolidated Statements of Redeemable Non-Controlling Interest and Stockholders’ Equity. The JV entity had minimal operations through December 31, 2020. 51 QuantumScape Corporation Notes to Consolidated Financial Statements — Continued December 31, 2020 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 Consolidated Balance Sheet in accordance with ASC 480-10-S99-3A, SEC Staff Announcement: Classification and Measurement of Redeemable Securities (“ASC 480-10-S99-3A”). The non-controlling interest was recorded outside of stockholders’ equity because the non-controlling interest provides the holder with put rights in the event of, amongst others, (a) the failure by the Company to meet specified development milestones within certain timeframes, (b) the parties to the JVA cannot agree to certain commercial terms within certain timeframes, or (c) a change of control of the Company, which such events are considered not solely within the Company’s control. The Company adjusts redeemable non-controlling interests for the portion of net earnings attributable to the redeemable non-controlling interests. Concentrations of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents, of which $ 12.2 million is held in a US government Money Market fund and marketable securities, of which $ 977.3 million is invested in US government and agency securities. 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 $ 2.2 million, of which $ 2.0 million is pledged as a form of security for the Company’s facility lease agreement and $ 0.2 million as collateral for a commercial letter of credit issued to an equipment supplier as of December 31, 2020. As of December 31, 2019, restricted cash was $ 2.8 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 debt securities are carried at estimated fair value with unrealized holding gains and losses included in other comprehensive loss in stockholders’ deficit until realized. Gains and losses on marketable security transactions are reported on the specific-identification method. Dividend and interest income are recognized when earned. Fair Value Measurement The Company applies fair value accounting for all financial assets and liabilities measured on a recurring and nonrecurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance established a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, used to determine the fair value of its financial instruments. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. • Level 1 – Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. • Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets and liabilities. • Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. 52 QuantumScape Corporation Notes to Consolidated Financial Statements — Continued December 31, 2020 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 Building and improvements 25 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. Under this guidance, lessees classify arrangements meeting the definition of a lease as operating or financing leases, and leases are recorded on the Consolidated Balance Sheet as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the right-of-use asset results in front-loaded expense over the lease term. Variable lease expenses, including common maintenance fees, insurance and property tax, are recorded when incurred. In calculating the right-of-use asset and lease liability, the Company elects to combine lease and non-lease components for all classes of assets. The Company excludes short-term leases having initial terms of 12 months or less as an accounting policy election, and instead recognizes rent expense on a straight-line basis over the lease term. 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, see Note 6. 53 QuantumScape Corporation Notes to Consolidated Financial Statements — Continued December 31, 2020 In March 2016 and March 2017, Legacy QuantumScape issued shares of Legacy QuantumScape 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 Legacy QuantumScape 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 Legacy QuantumScape 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 years ended December 31, 2020 and December 31, 2019, the Company recorded amortization of $ 0.7 million and $ 0.9 million, respectively. 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 Consolidated Statements of Operations and Comprehensive Loss. As a result of the Business Combination, the Legacy QuantumScape warrants converted into a warrant to purchase shares of the Company’s common stock converted at the Exchange Ratio. 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 common stock, was reclassified to additional paid-in capital. Assumed Common Stock Warrants Liability The Company assumed 11,499,989 Public Warrants and 6,650,000 Private Placement Warrants upon the Business Combination, all of which were issued in connection with Kensington’s initial public offering (other than 75,000 Private Placement Warrants of which that were issued in connection with the closing of the Business Combination) and entitle the holder to purchase one share of Class A Common Stock at an exercise price of at $ 11.50 per share. All of the Assumed Common Stock Warrants remained outstanding as of December 31, 2020. 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 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. The Company evaluated the Assumed Common Stock Warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity (“ASC 815-40”) , and concluded they do not meet the criteria to be classified in stockholders’ equity. Specifically, the exercise of the Assumed Common Stock Warrants may be settled in cash upon the occurrence of a tender offer or exchange that involves 50% or more of our Class A stockholders. Because not all of the voting stockholders need to participate in such tender offer or exchange to trigger the potential cash settlement and the Company does not control the occurrence of such an event, the Company concluded that the Assumed Common Stock Warrants do not meet the conditions to be classified in equity. Since the Assumed Common Stock Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the Consolidated Balance Sheet at fair value, with subsequent changes in their respective fair values recognized in the Change in fair value of assumed common stock warrant liabilities within the Consolidated Statement of Operations and Comprehensive Loss at each reporting date. The Public Warrants were publicly traded and thus had an observable market price to estimate fair value, and the Private Placement Warrants were effectively valued similar to the Public Warrants, as described in Note 6 to the consolidated financial statements. 54 QuantumScape Corporation Notes to Consolidated Financial Statements — Continued December 31, 2020 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 value of options granted is 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, 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 stock prior to the Business Combination and 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. 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. 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 Loss per Share of Common Stock Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. 55 QuantumScape Corporation Notes to Consolidated Financial Statements — Continued December 31, 2020 Diluted earnings per share adjusts basic earnings per share for the potentially dilutive impact of stock options and warrants. As the Company has reported losses for all periods presented, all potentially dilutive securities including stock options and warrants, are antidilutive and accordingly, basic net loss per share equals diluted net loss per share. 3. Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments- Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . This guidance introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. ASU 2016-13 also provides updated guidance regarding the impairment of available-for-sale debt securities and includes additional disclosure requirements. The Company adopted this guidance as of January 1, 2020 with no impact upon adoption. In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangement (Topic 808): clarifying the Interaction between Topic 808 and Topic 606 , which clarifies that certain transactions between participants in a collaborative arrangement should be accounted for under ASC Topic 606 when the counterparty is a customer. In addition, Topic 808 precludes an entity from presenting consideration from a transaction in a collaborative arrangement as revenue from contracts with customers if the counterparty is not a customer for that transaction. The Company adopted this guidance as of January 1, 2020 with no impact upon adoption. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in ASC 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2021 and adoption must be as of the beginning of the Company’s annual fiscal year. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. 4. Restatement of Consolidated Financial Statements On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “Staff Statement”). In the Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s financial statements as opposed to equity. On April 28, 2021, the Audit Committee of our Board of Directors, in consultation with management of the Company, concluded that the Company’s consolidated financial statements as of and for the year ended December 31, 2020 should no longer be relied upon based on the facts described below. As such, the Company is restating its consolidated financial statements as of and for the year ended December 31, 2020 included in this Annual Report. The Assumed Common Stock Warrants, assumed by the Company in connection with the Business Combination, were originally issued a s part of Kensington’s initial public offering. As of December 31, 2020 and the year then ended, the Assumed Common Stock Warrants were reflected as a component of equity and did not include the subsequent non-cash changes in estimated fair value of the Assumed Common Stock Warrants, based on the Company’s application of ASC 815-40. The views expressed in the Staff Statement were not consistent with the Company’s historical interpretation of certain specific provisions within its warrant agreements and the Company’s application of ASC 815-40 to the warrant agreements. The Company reassessed its accounting for the Assumed Common Stock Warrants in light of the SEC Staff’s published views. Based on this reassessment, the Company determined that the Assumed Common Stock Warrants should be classified as liabilities measured at fair value on the date of the Business Combination, with subsequent non-cash changes in fair value reported in the Company’s Consolidated Statement of Operation and Comprehensive Loss at each reporting period. 56 QuantumScape Corporation Notes to Consolidated Financial Statements — Continued December 31, 2020 The material terms of the Assumed Common Stock Warrants are more fully described in Note 10 — Assumed Common Stock Warrants. In addition, disclosures and amounts were restated in Note 2 – Summary of Significant Accounting Policies, Note 5 – Business Combinations, Note 6 – Fair Value Measurements, Note 12 – Earnings (loss) Per Share, and Note 14 – Income Taxes as a result of the Assumed Common Stock Warrants. Impact of the Restatement The impact of the restatement on the Consolidated Balance Sheet, Consolidated Statement of Operations and Comprehensive Loss and Consolidated Statement of Cash Flows for the year ended December 31, 2020 is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities. As of December 31, 2020 As Previously Restatement As Reported Adjustment Restated (In Thousands, Except per Share Amounts) Balance Sheet Total current assets $ 1,009,168 $ — $ 1,009,168 Total assets $ 1,066,769 $ — $ 1,066,769 Liabilities, redeemable non-controlling interest and stockholders' equity Total current liabilities $ 12,350 $ — $ 12,350 Assumed common stock warrant liabilities — 689,699 689,699 Total liabilities 23,594 689,699 713,293 Redeemable non-controlling interest 1,704 — 1,704 Stockholders' equity Preferred stock - $ 0.0001 par value — — — Common stock - $ 0.0001 par value 36 — 36 Additional paid-in-capital 2,437,242 ( 107,836 ) 2,329,406 Accumulated other comprehensive loss ( 31 ) — ( 31 ) Accumulated deficit ( 1,395,776 ) ( 581,863 ) ( 1,977,639 ) Total stockholders' equity 1,041,471 ( 689,699 ) 351,772 Total liabilities, redeemable non-controlling interest and stockholders' equity $ 1,066,769 $ — $ 1,066,769 57 QuantumScape Corporation Notes to Consolidated Financial Statements — Continued December 31, 2020 For the Year Ended December 31, 2020 As Previously Restatement As Reported Adjustment Restated (In Thousands, Except Share and per Share Amounts) Statement of Operations and Comprehensive Loss Total operating expenses $ 81,021 $ — $ 81,021 Loss from operations ( 81,021 ) — ( 81,021 ) Other (expense) income: Interest expense ( 20,765 ) — ( 20,765 ) Interest income 1,093 — 1,093 Change in fair value of Series F convertible preferred stock tranche liabilities ( 999,987 ) — ( 999,987 ) Change in fair value of assumed common stock warrant liabilities — ( 581,863 ) ( 581,863 ) Other income 760 — 760 Total other expense ( 1,018,899 ) ( 581,863 ) ( 1,600,762 ) Net loss ( 1,099,920 ) ( 581,863 ) ( 1,681,783 ) Less: Net loss attributable to non-controlling interest, net of tax ( 6 ) — ( 6 ) Net loss attributable to common stockholders $ ( 1,099,914 ) $ ( 581,863 ) $ ( 1,681,777 ) Net loss $ ( 1,099,920 ) $ ( 581,863 ) $ ( 1,681,783 ) Other comprehensive loss: Unrealized loss on marketable securities ( 121 ) — ( 121 ) Total comprehensive loss ( 1,100,041 ) ( 581,863 ) ( 1,681,904 ) Less: Comprehensive loss attributable to non-controlling interest ( 6 ) — ( 6 ) Comprehensive loss attributable to common stockholders $ ( 1,100,035 ) $ ( 581,863 ) $ ( 1,681,898 ) Basic and Diluted net loss per share $ ( 4.36 ) $ ( 6.67 ) Basic and Diluted weighted-average common shares outstanding 252,143,509 252,143,509 For the Year Ended December 31, 2020 As Previously Restatement As Reported Adjustment Restated (In Thousands) Statement of Cash Flows Net loss $ ( 1,099,920 ) $ ( 581,863 ) $ ( 1,681,783 ) Adjustments to reconcile net loss to net cash used in operating activities 1,038,657 581,863 1,620,520 Net cash used in operating activities ( 61,263 ) — ( 61,263 ) Net cash used in investing activities ( 802,648 ) — ( 802,648 ) Net cash provided by financing activities 953,724 — 953,724 Subsequent Warrant Exercises 58 QuantumScape Corporation Notes to Consolidated Financial Statements — Continued December 31, 2020 From January 1, 2021 through May 6 , 2021, 9,699,528 Public Warrants were exercised for net proceeds of $ 111.5 million. 5. Business Combination As discussed 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 (the “Class A Common Stock”) equal to 4.02175014920 (the “Exchange Ratio”), and each share of Legacy QuantumScape Class B common stock, par value $ 0.0001 per share, and each share of the Legacy QuantumScape Preferred Stock that was convertible into a share of Legacy QuantumScape Class B common stock was canceled and converted into the right to receive the number of shares of the Company’s Class B Common Stock, $ 0.0001 par value per share (the “Class B Common Stock,” and, together with the Class A Common Stock, the “Common Stock”) equal to the Exchange Ratio. Upon the closing of the Business Combination, 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 is 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. The following table reconciles the elements of the Business Combination to the Consolidated Statement of Cash Flows and the Consolidated Statement of Redeemable Non-Controlling Interest and Stockholders’ Equity for the year ended December 31, 2020 (amounts in thousands) : Recapitalization Cash- Kensington trust and cash, net of redemptions $ 230,128 Cash- PIPE Financing 500,000 Non-cash net assets assumed from Kensington 592 Less: Fair value of assumed common stock warrants (Restated) 109,081 Less: transaction costs and advisory fees for QuantumScape allocated to equity (Restated) 41,664 Less: transaction costs and advisory fees for Kensington (Restated) 11,372 Net Business Combination (Restated) $ 568,603 Less: non-cash net assets assumed from Kensington 592 Less: transaction costs and advisory fees for QuantumScape allocated to warrants (Restated) 1,245 Add: Non-cash fair value of assumed common stock warrants (Restated) 109,081 Add: accrued transaction costs and advisor fees 1,016 Net cash contributions from Business Combination $ 676,863 59 QuantumScape Corporation Notes to Consolidated Financial Statements — Continued December 31, 2020 The number of shares of common stock issued immediately following the consummation of the Business Combination: Number of Shares Common stock, outstanding prior to Business Combination 23,000,000 Less: redemption of Kensington shares 15,255 Common stock of Kensington 22,984,745 Kensington Founder Shares 5,750,000 Shares issued in PIPE Financing 50,000,000 Business Combination and PIPE Financing shares - Class A common stock 78,734,745 Legacy QuantumScape shares - Class A common stock ( 1) 110,734,478 Legacy QuantumScape shares - Class B common stock ( 1) 158,301,450 Total shares of common stock immediately after Business Combination 347,770,673 (1) The number of Legacy QuantumScape Class A common stock was determined from the 27,533,913 shares of Legacy QuantumScape Class A common stock outstanding immediately prior to the closing of the Business Combination converted at the Exchange Ratio. All fractional shares were rounded down. (2) The number of Legacy QuantumScape Class B common stock was determined from the 39,361,342 shares of Legacy QuantumScape Class B common stock outstanding immediately prior to the closing of the Business Combination converted at the Exchange Ratio. All fractional shares were rounded down. 6. Fair Value Measurement The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows (amounts in thousands): Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets included in: Money market fund ( 1) $ 12,235 $ — $ — $ 12,235 Marketable securities ( 2) — 977,326 — 977,326 Total fair value $ 12,235 $ 977,326 $ — $ 989,561 Liabilities included in: Assumed common stock warrants (Public) (Restated) $ 436,999 $ — $ — $ 436,999 Assumed common stock warrants (Private Placement) (Restated) — 252,700 — 252,700 Total fair value (Restated) $ 436,999 $ 252,700 $ — $ 689,699 Fair Value Measured as of December 31, 2019 Level 1 Level 2 Level 3 Total Assets included in: Money market fund ( 1) $ 5,163 $ — $ — $ 5,163 Marketable securities ( 2) — 120,599 — 120,599 Total fair value $ 5,163 $ 120,599 $ — $ 125,762 Liabilities included in: Convertible preferred stock warrant liabilities $ — $ — $ 1,860 $ 1,860 Total fair value $ — $ — $ 1,860 $ 1,860 (1) Money market funds are included in Cash and cash equivalents on the Consolidated Balance Sheet. (2) Marketable securities with original maturities of three months or less, in the amount of $ 105.2 million and $ 18.7 million, are included in Cash and cash equivalents on the Consolidated Balance Sheet as of December 31, 2020 and December 31, 2019, respectively . 60 QuantumScape Corporation Notes to Consolidated Financial Statements — Continued December 31, 2020 The Company performs routine procedures such as comparing prices obtained from independent source to ensure that appropriate fair values are recorded. Because the transfer of Private Placement Warrants to anyone outside of a small group of individuals constituting the sponsors of Kensington 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. As of December 31, 2019 and 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 December 31, 2020. The fair value as of December 31, 2020 and 2019, are as follows (amounts in thousands): December 31, 2020 Amortized Cost Unrealized Gain Unrealized Loss Fair Value Level 1 securities Money market fund $ 12,235 $ — $ — $ 12,235 Level 2 securities US government securities 977,357 24 ( 55 ) 977,326 Total $ 989,592 $ 24 $ ( 55 ) $ 989,561 December 31, 2019 Amortized Cost Unrealized Gain Unrealized Loss Fair Value Level 1 securities Money market fund $ 5,163 $ — $ — $ 5,163 Level 2 securities Repurchase agreement 13,500 — — 13,500 US government securities 107,009 90 — 107,099 Total Level 2 securities 120,509 90 — 120,599 Total $ 125,672 $ 90 $ — $ 125,762 Any realized gains and losses and interest income are included in interest income. We regularly review our available-for-sale marketable securities in an unrealized loss position and evaluate the current expected credit loss by considering factors such as historical experience, market data, issuer-specific factors, and current economic conditions. The aggregate fair value of the 12 marketable securities in unrealized loss position was $ 419.2 million as of December 31, 2020, none of which 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. Accordingly, we have no t recorded an allowance for credit losses associated with these investments. As of December 31, 2019, the Company did no t have any available-for-sale securities in an unrealized loss position. The estimated amortized cost and fair value of available-for-sale securities by contractual maturity as of December 31, 2020, are as follows (amounts in thousands): December 31, 2020 Amortized Cost Fair Value Due within one year $ 895,867 $ 895,830 Due after one year and through five years 93,725 93,731 Total $ 989,592 $ 989,561 61 QuantumScape Corporation Notes to Consolidated Financial Statements — Continued December 31, 2020 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 warrant (“Legacy QuantumScape Warrant”) to purchase shares of Legacy QuantumScape capital stock was automatically converted into a warrant to purchase a number of shares of the applicable class of Common Stock (such warrant, the “Exchanged Warrant”) equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Legacy QuantumScape common stock subject to such Legacy QuantumScape Warrant immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Legacy QuantumScape Warrant immediately prior to the Effective Time divided by (B) the Exchange Ratio. Accordingly, upon the closing of the Business Combination, the TPC1 warrants became warrants to purchase 501,047 shares of the Company’s Class A Common Stock at $ 0.5473 per share and the TPC2 warrants became warrants to purchase 521,693 shares of the Company’s Class A Common Stock at $ 2.5877 per share with an estimated fair value of $ 22.6 million. Upon the closing the Business Combination and conversion to warrants for the purchase if Class A Common Stock, the fair value of the TPC1 and TPC2 warrants were determined using the OPM with the following assumptions: At Conversion TPC1 Warrants TPC2 Warrants Option term (in years) 5 5 Volatility 70.0 % 70.0 % Risk-free interest rate 0.39 % 0.39 % Expected dividends — — Discount for lack of marketability — — In December 2020, all outstanding TPC1 and TPC2 warrants were net exercised in exchange for 998,460 shares of Class A Common Stock. As of December 31, 2019, the fair value of the TPC1 and TPC2 warrants were re-measured using the OPM with the following assumptions: As of December 31, 2019 TPC1 Warrants TPC2 Warrants Option term (in years) 5 5 Volatility 58.5 % 45.0 % Risk-free interest rate 1.69 % 1.69 % Expected dividends — — Discount for lack of marketability 35.0 % 35.0 % The 5-year term was derived based on the Company’s estimation of the timing of the exercise of the warrants. Significant changes in the option term and volatility would result in a significantly higher or lower fair value measurement, respectively. As of December 31, 2019, the fair value of the TPC warrants were reported on the Company’s balance sheets as a long-term liability. 62 QuantumScape Corporation Notes to Consolidated Financial Statements — Continued December 31, 2020 The following table presents the reconciliation of the TPC warrants measured and recorded at fair value on a recurring basis using the significant unobservable inputs described above (amounts in thousands): TPC1 Warrants TPC2 Warrants Fair Value Balance at December 31, 2018 $ 984 $ 782 $ 1,766 Re-measurement loss included in interest expense 52 42 94 Balance at December 31, 2019 1,036 824 1,860 Re-measurement loss included in interest expense 10,475 10,290 20,765 Reclassification to additional paid-in capital upon recapitalization ( 11,511 ) ( 11,114 ) ( 22,625 ) Balance at December 31, 2020 $ — $ — $ — Convertible Preferred Stock Tranche Liabilities In May 2020 and September 2020, Legacy QuantumScape executed a stock purchase agreement and related agreements and amendments thereto, with VGA for an investment of $ 200 million in Legacy QuantumScape’s Series F convertible preferred stock. The terms of the Series F Preferred Stock Purchase Agreement with VGA obligated Legacy QuantumScape to issue and sell, and VGA to purchase, up to a total of 7,569,508 shares of Series F convertible preferred stock (the “tranche shares”) at $ 26.4218 per share, to be funded in two tranches: (1) 3,784,754 shares of Legacy QuantumScape Series F Preferred Stock issued for $ 100 million on December 1, 2020 (the time-based portion of the agreement, “tranche shares 1”), and (2) 3,784,754 shares of Legacy QuantumScape Series F Preferred Stock will be issued for $ 100 million subject to certain conditions including the achievement of a specified technical milestone by March 31, 2021, as set forth in such agreements (“tranche shares 2”). The Company concluded that the firm commitment to issue the tranche shares met the definition of a freestanding financial instrument. As the underlying convertible preferred shares of the outstanding tranche liabilities were redeemable outside the control of the Company, the fair value of the tranche liabilities was reported on the Company’s balance sheets as a long-term liability, and the fair value change was recorded in other expense in the Consolidated Statements of Operations and Comprehensive Loss, as noted in the table below. The Series F Preferred Stock Purchase Agreement with VGA, as amended, contains provisions pursuant to which, if the relevant closing of such Series F Preferred Stock Purchase Agreement (in whole or in part) occur only after effectiveness of the Merger, VGA agreed to purchase, and the Company agreed to issue, instead of the relevant number of shares of Legacy QuantumScape Series F Preferred Stock to be purchased at such closing, such number of shares of Class A Common Stock as would have been issued in the Merger in exchange for such shares of Legacy QuantumScape Series F Preferred Stock if they had been outstanding prior to the Merger. As a result of these provisions to issue shares of Class A Common Stock, and upon consummation of the Business Combination, the Company determine its obligation to issue Class A Common Stock pursuant to the Series F Preferred Stock Purchase Agreement was equity classified and the fair value of the tranche liabilities was reclassified to additional paid-in capital. In August 2020, Legacy QuantumScape entered into Series F Preferred Stock Purchase Agreements and related agreements thereto with several new and existing investors, pursuant to which it agreed to sell, and the investors agreed to purchase, an aggregate of 7,115,335 shares of Legacy QuantumScape Series F Preferred Stock at $ 26.4218 per share for an aggregate purchase price of $ 188 million (tranche shares 3 and 4), of which: (1) $ 94.0 million was to be funded at the earlier of December 1, 2020 or a SPAC business combination (“tranche shares 3”), and (2) the remaining $ 94.0 million tranche (“tranche shares 4”) was to be funded at the earlier of a SPAC business combination closing or March 2021. Similar to the tranche shares to VGA, the Company concluded that the firm commitment to issue the incremental tranche shares 3 and 4 met the definition of a freestanding financial instrument . Pursuant to the terms of these Series F Preferred Stock Purchase Agreements, funding of the tranche shares 3 and 4 occurred concurrent with the closing of the Business Combination. Upon funding and issuance of the 7,115,335 shares of Legacy QuantumScape Series F Preferred Stock, the convertible preferred stock tranche liability associated with tranche shares 3 and 4 was settled and the fair value of the tranche liability was recorded as redeemable convertible preferred stock. The Company remeasured all tranche share liabilities as of closing date of the Business Combination based on the closing market price of Kensington immediately prior to the Business Combination. The fair value of the Legacy QuantumScape’s Series F convertible preferred stock tranches was calculated based on the traded stock price of Kensington at November 25, 2020 of $ 23.50 , adjusted for the Exchange Ratio, less the Series F exercise price of $ 26.42 . 63 QuantumScape Corporation Notes to Consolidated Financial Statements — Continued December 31, 2020 The following table presents the reconciliation of the Series F convertible preferred tranche liabilities measured and recorded at fair value on a recurring basis using the significant unobservable inputs described above (amounts in thousands): Fair Value Balance at December 31, 2019 $ — Issuance and re-measurement loss recorded in other expense 999,865 Issuance of Legacy QuantumScape Series F Preferred Stock - tranche shares 3 and 4 ( 484,471 ) Reclassification to additional paid-in capital upon Closing of the Business Combination - tranche shares 1 and 2 ( 515,394 ) Balance at December 31, 2020 $ — 7. Property and Equipment Property and equipment at December 31, 2020 and 2019, consisted of the following (amounts in thousands): December 31, 2020 2019 Computers and hardware $ 624 $ 598 Furniture and fixtures 10,099 4,755 Lab equipment 37,051 25,919 Leasehold improvements 12,154 12,005 Construction-in-progress 16,078 8,610 76,006 51,887 Accumulated depreciation and amortization ( 32,310 ) ( 26,395 ) Property and equipment, net $ 43,696 $ 25,492 Depreciation and amortization expense related to property and equipment was $ 7.5 million and $ 5.6 million for the years ended December 31, 2020 and 2019, respectively. 8. Leases The Company currently leases its headquarters under a single lease classified as an operating lease expiring in January 2023 . Fixed rent escalates each year and the Company is responsible for a portion of the landlord’s operating expenses such as property tax, insurance and common area maintenance. Under the lease, the Company has one 60 -month renewal option, which has been included in the calculation of lease liabilities and right of use assets at the adoption date of the lease accounting standard on January 1, 2019, as the exercise of the option was reasonably certain. As the renewal rent has not been negotiated, the Company used an estimated rent rate which approximated the fair market rent at adoption for the extension period. This lease does not have any contingent rent payments and does not contain residual value guarantees. The Company does no t have any leases classified as financing leases during the years ended December 31, 2020 and 2019. The components of lease related expense are as follows (amounts in thousands): Year Ended December 31, Operating leases 2020 2019 Operating lease cost $ 2,143 $ 2,143 Variable lease cost 409 425 Operating lease expense $ 2,552 $ 2,568 64 QuantumScape Corporation Notes to Consolidated Financial Statements — Continued December 31, 2020 The components of supplemental cash flow information related to leases are as follows (amounts in thousands): Year Ended December 31, 2020 2019 Operating cash flows - operating leases $ 1,994 $ 1,936 Right-of-use assets obtained in exchange for operating lease liabilities $ — $ 14,100 Year Ended December 31, 2020 2019 Weighted-average remaining lease term - operating leases (in years) 7.1 8.1 Weighted-average discount rate - operating leases 7.00 % 7.00 % As of December 31, 2020, future minimum payments during the next five years and thereafter are as follows (amounts in thousands): Operating Leases Year Ended December 31, 2021 $ 2,053 Year Ended December 31, 2022 2,115 Year Ended December 31, 2023 2,301 Year Ended December 31, 2024 2,318 Year Ended December 31, 2025 2,318 Thereafter 4,828 Total 15,933 Less present value discount ( 3,469 ) Operating lease liabilities $ 12,464 The Company’s lease agreement does 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, in determining the present value of lease payments. The rate used is for a secured borrowing of a similar term as the lease . Sublease In May 2017, the Company entered into an agreement to sublet approximately 15,000 square feet of the Company’s leased space for the sublease term of 3 years. In March 2018, the sublease agreement was amended to add approximately another 11,000 square feet to the sublease. The Company received $ 0.9 million for the years ended December 31, 2019 in sublease income and the amounts have been recorded in other income (expense). The sublease was terminated at the end of 2019. 9. 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 by a purported QuantumScape warrantholder (Index No. 656963/2020 (Sup. Ct. N.Y. Cnty.)) against the Company and Continental Stock Transfer & Trust Company. The complaint alleges, among other things, that the plaintiff is entitled to exercise warrants within 30 days of 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, among other things, the ability to exercise the warrants within 30 days of Closing. QuantumScape removed the case to federal court, Case No. 1:20-cv-10842 (S.D.N.Y.). On December 24, 2020, a lawsuit was filed by three purported QuantumScape warrantholders (Index No. 657256/2020 (Sup. Ct. N.Y. Cnty.)) against the Company. The complaint alleges, among other things, that the plaintiffs are entitled to exercise warrants within 30 days of 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, among other things, the ability to exercise the warrants within 30 days of Closing. 65 QuantumScape Corporation Notes to Consolidated Financial Statements — Continued December 31, 2020 Between January 5 and January 8, 2021, three putative class action lawsuits were filed by purported purchasers of QuantumScape securities. (Case No. 3:21-cv-00058-WHO (N.D. Cal. filed January 5, 2021); Case No. 4:21-cv-00070-JST (N.D. Cal. filed January 6, 2021); and Case No. 3:21-cv-00150-VC (N.D. Cal. filed January 8, 2021)) against the Company and its Chief Executive Officer or against the Company and certain member s of management and the Board of Directors, and VGA. All three complaints allege that the defendants purportedly made false and/or misleading statements and failed to disclose material adverse facts about QuantumScape’s business, operations, and prospects, including information regarding the Company’s battery technology. The complaints allege a purported class that includes persons who purchased or acquired QuantumScape securities on certain dates. A shareholder derivative suit was also filed against 11 officers and directors of the Company: Case No. 3:21-cv-00989 (N.D. Cal. filed February 8, 2021). QuantumScape is the nominal defendant. The suit 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 complaints described immediately above. VGA was also named as a defendant in the derivative suit. For many legal matters, particularly those in early stages, the Company cannot reasonably estimate the possible loss (or range of loss), if any. The Company records an accrual for legal matters at the time or times it determines that a loss is both probable and reasonably estimable. Amounts accrued as of December 31, 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. 10. Assumed Common Stock Warrants At December 31, 2020, there are 18,149,989 warrants outstanding. 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 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 6,575,000 Private Placement Warrants with Kensington’s sponsor . Kensington issued an additional 75,000 Working Capital Warrants in connection with the closing of the Business Combination. Each Private Placement Warrant and Working Capital Warrant is exercisable for one share of Class A Common Stock at a price of $ 11.50 per share, subject to adjustment. The Private Placement Warrants and Working Capital Warrants are identical to the Public Warrants, except that: (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 and Working Capital Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (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 Placement 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; 66 QuantumScape Corporation Notes to Consolidated Financial Statements — Continued December 31, 2020 • if, and only if, the last reported sale price of the Company’s Class A C ommon S tock 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 and Working Capital Warrants) are entitled to registration rights. If the Private Placement Warrants and Working Capital Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants and Working Capital Warrants will cease to be Private Placement Warrants or Working Capital Warrants, as applicable, and become Public Warrants and be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the other Public Warrants. On February 13, 2021 the Warrant Agreement, dated June 25, 2020, by and between the Company and Continental Stock Transfer & Trust Company, 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 are now exercisable starting on March 5, 2021 , at which time holders of Public Warrants may exercise 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 Balance Sheet. The fair value of the Assumed Common Stock Warrants was remeasured as of December 31, 2020, resulting in a $ 581.9 million non-cash change in fair value of assumed common stock warrant liabilities in the Consolidated Statements of Operations and Comprehensive Loss. 11. Stockholders’ Equity As of 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 Company’s Board of Directors, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. As of December 31, 2020, 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 . All common stock outstanding as of December 31, 2020 consists of 207,769,091 Class A Common Stock and 156,224,614 Class B Common Stock. Legacy QuantumScape Series F Convertible Preferred Stock As further described in Note 6 (Fair Value), in 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 (the “Series F Preferred Stock Purchase Agreements”). As previously mentioned, 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 67 QuantumScape Corporation Notes to Consolidated Financial Statements — Continued December 31, 2020 (in whole or in part) occur only after effectiveness of the Business Combination, VGA agreed to purchase, and Kensington agreed to issue, instead of the relevant number of shares of Legacy QuantumScape Series F Preferred Stock to be purchased at such closing, such number of shares of Class A Common Stock as would have been issued in the 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. As of December 31, 2020, VGA’s commitment to purchase 15,221,334 shares of Class A Common Stock for $ 100.0 million subject to certain conditions including the achievement of a specified technical milestone by March 31, 2021, is outstanding. 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 6). 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 Consolidated Statements of Operations and Comprehensive Loss. Upon consummation of the Business Combination, the tranche liabilities were reclassified to additional paid-in capital. 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 closing of the Business Combination, awards under the 2010 Plan were converted at the Exchange Ratio and assumed into the 2020 Equity Incentive Award Plan (the 2020 Plan). The 2020 Plan permits the granting of awards in the form of incentive stock options, nonqualified stock options, stock appreciation rights, restricted shares, restricted share units and performance awards to employees, directors, and non-employees. As of December 31, 2020, 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. As of December 31, 2020, 59,625,395 shares of Class A Common Stock are available for future issuance under the 2020 Plan. Options may be granted at a price per share not less than 100 % of the fair market value at the date of grant. If the option is granted to a 10 % stockholder, then the purchase or exercise price per share shall not be less than 110 % of the fair market value per share of the common stock on the grant date. Options granted generally vest over a period of four years and have ten-year contractual terms. 68 QuantumScape Corporation Notes to Consolidated Financial Statements — Continued December 31, 2020 Stock Options Stock option activity under the Plans are as follows: Number of Shares Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Intrinsic value (in thousands) Balance at December 31, 2018 (as previously reported) 11,112,466 $ 4.15 6.44 Conversion of awards due to recapitalization 33,578,834 ( 3.12 ) Balance at December 31, 2018, effect of reverse acquisition 44,691,300 1.03 6.44 Granted 11,955,658 2.38 Cancelled and forfeited ( 571,664 ) 1.43 Exercised ( 618,404 ) 0.64 Balance at December 31, 2019 55,456,890 $ 1.32 6.32 Granted 3,866,992 5.08 Cancelled and forfeited ( 3,361,530 ) 0.85 Exercised ( 646,016 ) 0.93 Balance at December 31, 2020 55,316,336 $ 1.62 5.77 $ 4,582,001 Vested and exercisable -December 31, 2020 41,944,514 $ 1.17 4.88 $ 3,493,198 There were 646,016 options exercised during the year ended December 31, 2020 at the aggregate intrinsic value of $ 3.5 million. Options with a fair value of $ 9.1 million and $ 6.8 million vested in 2020 and 2019, respectively. Additional information regarding options outstanding at December 31, 2020, 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 10,380,188 $ 0.40 1.56 $1.05 - $1.35 28,295,781 1.25 5.57 $ 2.38 13,953,743 2.38 8.56 $ 6.23 2,686,624 6.23 9.68 55,316,336 $ 1.62 5.77 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 December 31, 2020, the Company had stock-based compensation of $ 22.0 million related to unvested stock options not yet recognized that are expected to be recognized over an estimated weighted average period of 3.1 years. The following weighted average assumptions were used as inputs to the Black-Scholes OPM in determining the estimated grant-date fair value of the Company’s stock options to employees: Year Ended December 31, 2020 2019 Volatility 70.00 % 70.00 % Risk-free interest rate 0.39 % 1.92 % Expected term (in years) 6.08 6.02 Expected dividend — — Weighted average fair value at grant date $ 2.67 $ 1.50 69 QuantumScape Corporation Notes to Consolidated Financial Statements — Continued December 31, 2020 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 at December 31, 2019 — $ — Granted 13,913,076 8.94 Balance at December 31, 2020 13,913,076 $ 8.94 Vested - December 31, 2020 — As of December 31, 2020, unrecognized compensation costs related to Restricted Stock Units granted were $ 116.8 million and are expected to be recognized over a weighted average period of 3.5 years. Total stock-based compensation expense recognized in the accompanying Consolidated Statements of Operations and Comprehensive Loss for all equity awards is as follows (amounts in thousands): Year Ended December 31, 2020 2019 Research and development $ 9,889 $ 4,115 General and administrative 7,135 2,696 Total stock-based compensation expense $ 17,024 $ 6,811 12. Earnings (Loss) Per Share Basic and diluted earnings per share are the same for each class of common stock because they are entitled to the same liquidation and dividend rights. The following table sets forth the computation of basic and diluted loss per Class A Common Stock and Class B Common Stock (amounts in thousands, except share and per share amounts): Year Ended December 31, 2020 2019 (Restated) Numerator: Net loss attributable to common stockholders $ ( 1,681,777 ) $ ( 51,283 ) Denominator: Weighted average Class A and Class B common shares outstanding - Basic and Diluted 252,143,509 239,636,062 Net loss per share attributable to Class A and Class B Common stockholders - Basic and Diluted $ ( 6.67 ) $ ( 0.21 ) Basic and diluted earnings per share was the same for each period presented as the inclusion of all potential Class A Common Stock and Class B Common Stock outstanding would have been anti-dilutive. The following table presents the potential common stock outstanding that was excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive: Year Ended December 31, 2020 2019 Warrants 18,149,989 1,022,740 Options outstanding 55,316,336 55,456,890 Restricted stock units 13,913,076 — VGA contingent purchase commitment (1) 15,221,334 — Total 102,600,735 56,479,630 70 QuantumScape Corporation Notes to Consolidated Financial Statements — Continued December 31, 2020 (1) This refers to VGA’s commitment to purchase 15,221,334 shares of Class A Common Stock for $ 100.0 million subject to certain conditions including the achievement of a specified technical milestone by March 31, 2021. See Note 11 for more information . 13. 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 the JV entity. The Company determined the entity was a variable interest entity with a related party, and the Company’s operations were more closely associated with the JV entity. As such, the Company consolidates the JV entity for financial reporting purposes, and a non-controlling interest is recorded for VGA’s interest in the net assets and operations of QSV operations to the extent of the VGA investment. The Company’s Consolidated Balance Sheet includes $ 3.4 million cash and cash equivalents and less than $ 0.1 million of prepaid expenses of the JV entity at December 31, 2020 ($ 3.4 million and less than $ 0.1 million, respectively at December 31, 2019). Although the Company has consolidated the net assets of the JV entity, it has no right to the use of those assets for its standalone operations. The following table sets forth the change in redeemable non-controlling interest for years ended December 31, 2020 and 2019 (amounts in thousands): Redeemable Non-Controlling Interest Balance at December 31, 2018 $ 1,690 Net income attributable to redeemable non-controlling interest in consolidated JV 20 Balance at December 31, 2019 $ 1,710 Net loss attributable to redeemable non-controlling interest in consolidated JV ( 6 ) Balance at December 31, 2020 $ 1,704 On May 14, 2020, the Company amended the JVA and other related agreements regarding the JV entity in connection with VGA’s investment of $ 200.0 million in the Company’s Series F convertible preferred stock as described in Note 11. The Company determined the amendments represented a reconsideration event and determined that the JV entity is still a variable interest entity. As the significance and nature of the business of the JV entity 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 the JV entity’s anticipated economic performance, the Company continues to be the related party most closely associated with the JV entity. 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 the JV entity, which amounts are included in Marketable securities in the accompanying Consolidated Balance Sheet as of December 31, 2020. 14. Income Taxes The Company has no provision for income taxes for the years ended December 31, 2020 and 2019. The Company has no current tax expense from losses and no deferred expense from the valuation allowance. 71 QuantumScape Corporation Notes to Consolidated Financial Statements — Continued December 31, 2020 A reconciliation from U.S. statutory rate of 21 % to the effective rate is as follows: Year Ended December 31, 2020 2019 (Restated) Federal Statutory rate 21.0 % 21.0 % State tax expense 0.0 % 7.0 % Permanent tax items ( 0.2 %) ( 2.2 %) R&D tax credit 0.2 % 4.5 % Other ( 0.1 %) 0.0 % Change to valuation allowance ( 1.1 %) ( 30.4 %) Change in fair value of assumed common stock warrant liabilities ( 7.3 %) 0.0 % Change in fair value of Series F tranche liabilities ( 12.5 %) 0.0 % Effective tax rate 0.0 % 0.0 % Significant components of the Company’s net deferred tax assets as of December 31, 2020 and 2019, are as follows (amounts in thousands): Year Ended December 31, 2020 2019 Deferred tax assets: Net operating losses $ 88,392 $ 71,374 Tax credits 16,314 10,219 Accruals and stock-based compensation 3,313 4,671 Lease liability 2,621 3,796 Intangibles 1,413 90 Gross deferred tax assets 112,053 90,150 Valuation allowance ( 105,781 ) ( 85,677 ) Total deferred tax assets $ 6,272 $ 4,473 Deferred tax liabilities: Right of use assets $ ( 2,463 ) ( 3,627 ) Fixed assets ( 3,809 ) ( 846 ) Total deferred tax liabilities ( 6,272 ) ( 4,473 ) Total net deferred tax assets $ — $ — Recognition of deferred tax assets is appropriate when realization of such assets is more likely than not. Based upon the weight of available evidence, which includes the Company’s historical operating performance, cumulative net losses, and projected future losses, the Company has provided a full valuation allowance against its deferred tax assets. The Company’s valuation allowance increased by $ 20.1 million and $ 14.3 million for the years ended December 31, 2020 and 2019, respectively. A reconciliation of the beginning and ending balances of the valuation allowance is as follows (amounts in thousands): Year Ended December 31, 2020 2019 Beginning of the year $ ( 85,677 ) $ ( 71,340 ) Increase ( 20,104 ) ( 14,337 ) End of the year $ ( 105,781 ) $ ( 85,677 ) At December 31, 2020, the Company had federal and state net operating loss carryforwards of approximately $ 340.7 million and $ 231.2 million, respectively. The federal net operating loss carryforwards of $ 170.3 million generated prior to 2018 will expire at various dates beginning in 2030 , if not utilized. We have federal net operating loss carryforwards of $ 170.4 million, which can be carried forward indefinitely. The state net operating loss carryforwards of $ 231.2 million will expire at various dates beginning in 2030, if not utilized. 72 QuantumScape Corporation Notes to Consolidated Financial Statements — Continued December 31, 2020 Section 382 and Section 383 of the Internal Revenue Code and similar provisions under state law has limitations on federal and state net operating loss carryforwards and research and development credit carryforwards . The Tax Reform Act contains provisions that limit the federal net operating loss carryforwards that may be used in any given year in the event of special occurrences, including significant ownership changes. A Section 382 “ownership change” generally occurs if one or more stockholders or groups of stockholders, who own at least 5% of the Company’s stock, increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. The Company performed the analysis and determined that it has experienced an ownership change in December 2010 and i n August 2012 as a result of the preferred stock financing rounds. The federal and state net operating loss carryforwards and research and development credit carryforwards are not subject to significant limitations under Section 382 and Section 383 of the Internal Revenue Code and similar provisions under state law. On September 9, 2019, the Treasury Department and the IRS issued proposed regulations under Section 382 of the Internal Revenue Code which, if finalized, will severely limit the ability of corporations to avail themselves of NOLs following an ownership change. Specifically, the regulations would eliminate a safe harbor established in Notice 2003-65 that allows corporations to increase their Section 382 limitation by the gain inherent in their assets, even if those assets were not actually sold. The Company performed the analysis and determined that it has experienced an ownership change in December 2010 and in August 2012 as a result of the preferred stock financing rounds. As of December 31, 2020, the Company also has Federal and California research and development credits of $ 13.4 million and $ 11.3 million, respectively. The federal tax credit carryforwards will expire beginning in 2031 , if not utilized. The state tax credit carryforwards do not expire. The Company records unrecognized tax benefits in accordance with ASC 740-10, Income Taxes . ASC 740-10 which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of uncertain tax positions taken or expected to be taken in the Company’s income tax return and also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company had total unrecognized tax benefits of $ 6.6 million and $ 7.1 million as of December 31, 2020 and 2019, respectively. A reconciliation of the beginning and ending balances of unrecognized tax benefits is as follows (amounts in thousands): Year Ended December 31, 2020 2019 Beginning of the year $ 7,076 $ 5,372 Increase—current year positions 1,553 1,704 Increase—prior year positions 193 — Decrease—prior year positions ( 2,247 ) — End of the year $ 6,575 $ 7,076 Due to the Company’s full valuation allowance, the unrecognized tax benefits would not materially impact the Company’s effective tax rate when recognized. The Company does not anticipate the total amounts of unrecognized tax benefits will significantly increase or decrease in the next 12 months. The Company’s policy is to classify interest and penalties associated with uncertain tax positions, if any, as a component of its income tax provision. For the years ended December 31, 2020 and 2019, the Company had no interest or penalties related to unrecognized tax benefits. The federal and state income tax returns are open under the statute of limitations subject to tax examinations for the tax years ended December 31, 2017 through December 31, 2019 and December 31, 2016 through December 31, 2019, respectively. To the extent the Company has tax attribute carryforwards, the tax year in which the attribute was generated may still be adjusted upon examination by the IRS or state tax authorities to the extent utilized in a future period. The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) signed in to law on March 27, 2020, provided that net operating losses (“NOLs”) generated in a taxable year beginning in 2018, 2019, or 2020, may now be carried back five years and forward indefinitely. In addition, the 80% taxable income limitation is temporarily removed, allowing NOLs to fully offset net taxable income. The CARES Act did not materially impact the Company’s tax position. Section 2301 of the CARES Act provides Employee Retention Credit, a fully refundable tax credit for employers equal to 50 percent of qualified wages that Eligible Employers pay their employees. In 2020, the Company claimed $ 0.9 million of employee retention credit that reduces the payroll tax expense. 73 QuantumScape Corporation Notes to Consolidated Financial Statements — Continued December 31, 2020 15. Related Party Agreements Joint Venture Agreement In September 11, 2018, the Company entered into a JVA with VWGoA and VGA as described in Note 2. In connection with this agreement, the parties also have entered into two operating agreements: (i) the Limited Liability Company Agreement of the JV entity to govern the respective rights and obligations as Members of the JV entity 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 the JV Entity. 74 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. As previously reported on our Current Report on Form 8-K, dated December 15, 2020, upon the approval of the audit committee of our board of directors, Marcum LLP (“Marcum”) was dismissed as our independent registered public accounting firm, and Ernst & Young LLP (“E&Y”) was engaged as our independent registered public accounting firm effective December 9, 2020. Marcum served as our independent registered public accounting firm since April 17, 2020, our inception as Kensington, whereas E&Y served as the independent registered public accounting firm for us, since 2012, prior to the consummation of the Business Combination. The audit committee decided to engage E&Y because, for accounting purposes, our historical financial statements include a continuation of the financial statements of our business. Marcum’s report on Kensington’s financial statements for the period from April 17, 2020 (inception) until December 9, 2020, did not contain an adverse opinion or disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principles, except that such audit report contained an explanatory paragraph in which Marcum expressed a going concern as to as to Kensington’s ability to continue. During the period of Marcum’s engagement by Kensington, there were no disagreements with Marcum on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Marcum, would have caused it to make a reference to the subject matter of the disagreement in connection with its reports covering such periods. In addition, no “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K, occurred within the period of Marcum’s engagement and subsequent interim period preceding Marcum’s dismissal. During the period from April 17, 2020 (Kensington’s inception) until its dismissal, neither the Company nor anyone on its behalf consulted E&Y regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company or oral advice was provided that E&Y concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing, or financial reporting issue; or (ii) any matter that was the subject of a disagreement (as described in Item 304(a)(1)(iv) of Regulation S-K) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).