Form 6-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2024

Commission File Number: 001-41431

 

 

Polestar Automotive Holding UK PLC

 

 

Assar Gabrielssons Väg 9

405 31 Göteborg, Sweden

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒    Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

 

 

 


INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

On June 28, 2024, Polestar Automotive Holding UK PLC (“Polestar”) issued a press release containing its preliminary unaudited financial and operational results for the fiscal year ended December 31, 2023. A copy of the press release is attached hereto as Exhibit 99.1.

Exhibit 99.1 to this Report on Form 6-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.


EXHIBIT INDEX

 

Exhibit No.    Description of Exhibit
99.1    Press Release of Polestar Automotive Holding UK PLC, dated June 28, 2024


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    POLESTAR AUTOMOTIVE HOLDING UK PLC
Date: June 28, 2024     By:  

/s/ Thomas Ingenlath

    Name:   Thomas Ingenlath
    Title:   Chief Executive Officer
Date: June 28, 2024     By:  

/s/ Per Ansgar

    Name:   Per Ansgar
    Title:   Chief Financial Officer
EX-99.1

Exhibit 99.1

 

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Polestar publishes full year 2023 results; sets the date for Q1 results and Q2 global volumes

 

   

Gross profit margin in-line with guidance, excluding non-cash impairment charges of around USD 450 million

 

   

First customer deliveries of Polestar 3 commenced

 

   

Q1 2024 results and Q2 2024 global volumes to be published on 2 July 2024

GOTHENBURG, SWEDEN – 28 June 2024. Polestar (Nasdaq: PSNY) reports its preliminary unaudited financial and operational results for 2023 and sets the date for Q1 2024 preliminary unaudited results as well as Q2 2024 global volumes on 2 July 2024.

Polestar’s 2023 gross profit margin was in-line with earlier guidance, prior to recognizing non-cash impairment charges of around USD 450 million, relating to Polestar 2 assets and inventory impairment.

Per Ansgar, Polestar CFO, comments: “With the 2023 preliminary results now published, Polestar and its auditors are finalising the process, and we now expect to file our Annual Report on Form 20-F in the coming weeks.”

The previously announced errors identified in the Company’s audited 2021 and 2022 accounts have now been corrected and as guided have an impact on net loss of less than 5% in each respective year – positively in one and negatively in the other.

The customer deliveries of Polestar 3 have now started and will ramp up over the summer. The first release of customers test-drive slots in Europe have been filled and production in South Carolina remains on track to start during the end of the summer.

Polestar expects to publish its preliminary unaudited results for the first quarter and global deliveries for the second quarter on 2 July before market open in New York. Management will host a live audio webcast on 2 July at 08:00 US Eastern Time (14:00 Central European Summer Time), with verified shareholders able to ask questions through the Say Technologies platform until Monday, 1 July accessible via the Polestar Investor Relations website.


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Key financial highlights

The below table summarizes preliminary key financial results for the twelve months ended December 31, 2023:

 

(in millions of U.S. dollars)

(unaudited)

                    
     For the year ended
December 31,
     %
Change
 
     2023      2022      %  
     (Restated)  

Revenue

     2,377.7        2,445.0        (3

Cost of sales

     (2,792.4      (2,346.7      19  

Gross (loss) profit

     (414.7      98.4        n/m  

Gross margin (%)

     (17.4      4.0        n/m  

Selling, general and administrative expense

     (954.9      (839.9      14  

Research and development expense

     (158.4      (174.9      (9

Other operating income (expense), net

     68.5        (0.3      n/m  

Listing expense(1)

     —         (372.3      n/m  

Operating loss

     (1,459.5      (1,289.1      13  

Adjusted operating loss(2)

     (1,459.5      (916.8      59  

 

(1)

The listing expense represents a non-recurring, non-cash, share-based listing charge, incurred in connection with the business combination with Gores Guggenheim, Inc (GGI). on June 23, 2022

(2)

Non-GAAP measure. See Appendix B for details and a reconciliation of adjusted metrics to the nearest GAAP measure.

 

   

Revenue decreased USD 67.3 million, or 3%, mainly driven by higher discounts and lower sales of carbon credits, partially offset by an increase in vehicle sales volumes.

 

   

Gross result decreased USD 513.0 million as the result of impairment of Polestar 2 intangible assets of USD 240.5 million an property, plant and equipment of USD 40.3 million, assets under operating lease of USD 48.9 million as well as increased inventory impairment of USD 120.1 million. Additionally, higher material and freight costs contributed to overall decrease, only partly offsetting lower warranty costs and positive foreign currency effect. The decrease is also attributed to decreased revenue, as stated above.

 

   

Selling, general and administrative expenses increased USD 115.0 million, or 14%. This increase is primarily due to higher advertising, sales, and promotional activities related to commercial campaigns and events for the Polestar 3 and Polestar 4 global launches.


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Research and development expenses decreased USD 16.5 million, or 9% due to a decrease in amortization costs from internal development programs reaching program start now recognized in cost of sales. This decrease was partially offset by the continued investments in future vehicles and technologies.

 

   

Other operating income (expense), net changed from an expense of USD 0.3 million for the year ended December 31, 2022 to income of USD 68.5 million for the year ended December 31, 2023. This change is primarily due to positive foreign exchange effects on working capital, sales of plant operation services and a gain on disposal of assets held for sale.

 

   

Operating loss increased by USD 170.4 million, or 13%, with lower revenue, higher cost of sales including higher impairment of USD 450 million and a Q2 2022 one-time share-based listing charge of USD 372.3 million.

 

   

Adjusted operating loss of USD 542.7 million, primarily due to lower gross profit during the year ended December 31, 2023.

Cash flow highlights

The below table summarizes preliminary cash flow for the twelve months ended December 31, 2023:

 

(in millions of U.S. dollars)

(unaudited)

      
     For the year
ended December 31,
 
     2023  

Beginning cash

     973.9  

Operating

     (1,874.6

Investing

     (439.4

Financing

     2,095.3  

Foreign exchange effect on cash and cash equivalents

     13.7  

Ending cash

     768.9  

 

   

Operating cash outflow of USD 1,874.6 million, mainly driven by the net loss adjusted for non-cash expenses as well as negative changes in working capital due to higher levels of inventory and trade payable payments.

 

   

Investing cash outflow of USD 439.4 million, predominantly driven by intellectual property investments for Polestar 2, Polestar 3, and Polestar 4, partly offset by the divestment of the Chengdu plant for USD 153.6 million.

 

   

Financing cash inflow of USD 2,095.3 million, with proceeds from long-term related party loans with Geely and Volvo Cars, working capital facilities and short-term green trade revolving credit facility.


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Preliminary key operational highlights

The below table summarizes key preliminary operational results as of and for the twelve months ended December 31, 2023:

 

     For the year ended
December 31,
     %
Change
 
     2023      2022         
     (Restated)  

Global volumes(1)

     54,626        51,549        6  

-   including external vehicles with repurchase obligations

     2,859        1,344     

-   including internal vehicles

     1,958        1,630     
     For the year ended
December 31,
     Change  

Markets(2)

     27        27        —   

Locations(3)

     192        158        +34  

Service points(4)

     1,149        1,116        +33  

 

(1)

Represents the sum of total volume of vehicles delivered for (a) external sales of new vehicles without repurchase obligations, (b) external sales of vehicles with repurchase obligations, and (c) internal use vehicles for demonstration and commercial purposes or to be used by Polestar employees (vehicles are owned by Polestar and included in inventory). A vehicle is deemed delivered and included in the volume figure for each category once invoiced and registered to the external or internal counterparty, irrespective of revenue recognition. Revenue is recognized in scenarios (a) and (b) in accordance with IFRS 15, Revenue from Contracts with Customers, and IFRS 16, Leases, respectively. Revenue is not recognized in scenario (c).

(2)

Represents the markets in which Polestar operates.

(3)

Represents Polestar Spaces, Polestar Destinations, and Polestar Test Drive Centers.

(4)

Represents Volvo Cars service centers to provide access to customer service points worldwide in support of Polestar’s international expansion.

 

   

Global volumes increased 3,077 to 54,626 cars for the year ended December 31, 2023, an increase of 6% year on year.

 

   

Polestar has 192 retail locations and 1,149 service points across its markets, up 34 and 33 respectively, as compared to the year ended December 31, 2022.


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Inventory and Polestar 2 assets impairment

 

   

Historically, Polestar tested assets for impairment under a single cash-generating-unit (‘CGU’) as all assets were concentrated around fewer product lines with largely the same assets in use to generate cash flows. With Polestar business growing and technologies in new car lines developing at a fast pace, the capital intensive assets used to generate each model have become largely independent over time and therefore started to generate independent cash flows. This led to the re-evaluation from 1 to 4 separate CGUs in late 2023, one for each existing car line, Polestar 2, Polestar 3 and Polestar 4 and the fourth one for early-stage projects. Historically, Polestar tested assets for impairment under a single cash-generating-unit (‘CGU’) as all assets were concentrated around fewer product lines with largely the same assets in use to generate cash flows. With Polestar business growing and technologies in new car lines developing at a fast pace, the capital-intensive assets used to generate each model have become largely independent over time and therefore started to generate independent cash flows. This led to the re-evaluation from 1 to 4 separate CGUs in late 2023, one for each existing car line, Polestar 2, Polestar 3 and Polestar 4 and the fourth one for early-stage projects.

 

   

In 2023, Polestar for the first time conducted an impairment assessment of the Company with the recoverable amounts of the separate CGUs. As a result of the recoverability analysis, Polestar determined that the book value of the assets related to Polestar 2 CGU exceeded its recoverable value by USD 329.7 million, and therefore recognized an impairment loss in cost of sales of USD 240.5 million for intangible assets, USD 40.3 million related to property plant and equipment and USD 48.9 million related to assets under operating lease.

 

   

Inventory impairment charges recognized in Cost of sales for 2023 amounted to USD 120.1 million. These charges were triggered by the lower than anticipated demand in certain key markets, which led to fewer cars being sold and an inventory buildup, alongside the impact from used cars which have started to come into inventory in a more meaningful way.

Contacts

Bojana Flint

Head of Investor Relations

bojana.flint@polestar.com

Theo Kjellberg

Head of Corporate PR

theo.kjellberg@polestar.com


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Statement Regarding Preliminary Unaudited Financial and Operational Results

The unaudited financial and operational information published herein is preliminary and subject to potential adjustments. Potential adjustments to operational and consolidated financial information may be identified from further work performed during Polestar’s quarter-end review. This could result in differences from the unaudited operational and financial information published herein. For the avoidance of doubt, the preliminary unaudited operational and financial information published herein should not be considered a substitute for the further financial information contained within the Annual Report on Form 20-F for the fiscal year ended December 31, 2023 expected to be filed with the SEC in the coming weeks.

About Polestar

Polestar (Nasdaq: PSNY) is the Swedish electric performance car brand determined to improve society by using design and technology to accelerate the shift to sustainable mobility. Headquartered in Gothenburg, Sweden, its cars are available online in 27 markets globally across North America, Europe and Asia Pacific.

Polestar plans to have a line-up of five performance EVs by 2026. Polestar 2, the electric performance fastback, launched in 2019. Polestar 3, the SUV for the electric age, launched in late 2022. Polestar 4, the SUV coupé transformed, is launching in phases through 2023 and into 2024. Polestar 5, an electric four-door GT and Polestar 6, an electric roadster, are coming soon.

The Polestar 0 project supports the company’s ambitious goal of creating a truly climate-neutral production car by 2030. The research initiative also aims to create a sense of urgency to act on the climate crisis, by challenging employees, suppliers and the wider automotive industry, to drive towards zero.

Forward-Looking Statements

Certain statements in this press release (“Press Release”) may be considered “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or the future financial or operating performance of Polestar including the number of vehicle deliveries, gross margin and funding updates. For example, projections of revenue, volumes, margins, cash flow break-even and other financial or operating metrics and statements regarding expectations of future needs for funding and plans related thereto are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential”, “forecast”, “plan”, “seek”, “future”, “propose” or “continue”, or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements.

These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Polestar and its management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) Polestar’s ability to maintain agreements or partnerships with its strategic partners, such as Volvo Cars, Geely or Xingji Meizu Group, and to develop new agreements or partnerships; (2) Polestar’s ability to maintain relationships with its existing suppliers, source new suppliers for its critical components and enter into longer term supply contracts and complete building out its supply chain, while effectively managing the risks due to such relationships; (3) Polestar’s reliance on its partnerships with vehicle charging networks to provide charging solutions for its vehicles and its reliance on strategic partners for servicing its vehicles and their integrated software; (4) Polestar’s reliance on its partners, some of which may have limited experience with electric vehicles, to manufacture vehicles at a high volume or develop devices, products, apps or operating systems for Polestar, and to allocate sufficient production capacity or resources to Polestar in order for Polestar to be able to increase its vehicle production capacities and product offerings; (5) the ability of Polestar to grow and manage growth profitably including expectations of growth and financial performance by generating expected revenues at expected selling prices,


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maintain relationships with customers and retain its management and key employees; (6) Polestar’s estimates of expenses, profitability, gross margin, cash flow, and cash reserves; (7) increases in costs, disruption of supply or shortage of materials, in particular for lithium-ion cells or semiconductors; (8) the possibility that Polestar may be adversely affected by other economic, business, and/or competitive factors; (9) the effects of competition and the high barriers to entry in the automotive industry, and the pace and depth of electric vehicle adoption generally on Polestar’s future business; (10) changes in regulatory requirements, governmental incentives, tarrifs and fuel and energy prices; (11) the outcome of any legal proceedings that may be instituted against Polestar or others, adverse results from litigation, governmental investigations or audits, or tax-related proceedings or audits; (12) the ability to meet stock exchange listing standards; (13) changes in applicable laws or regulations or governmental incentive programs; (14) Polestar’s ability to establish its brand and capture additional market share, (15) the risks associated with negative press or reputational harm, including from lithium-ion battery cells catching fire or venting smoke; (16) delays in the design, development, manufacture, launch and financing of Polestar’s vehicles and other product offerings, and Polestar’s reliance on a limited number of vehicle models to generate revenues; (17) Polestar’s ability to continuously and rapidly innovate, develop and market new products; (18) risks related to future market adoption of Polestar’s offerings; (19) risks related to Polestar’s distribution model; (20) inflation, interest rate changes, the ongoing conflict between Ukraine and Russia and in Israel and the Gaza Strip as well as the Red Sea, supply chain disruptions, fuel and energy prices and logistical constraints on Polestar, Polestar’s projected results of operations, financial performance or other financial and operational metrics, or on any of the foregoing risks; (21) Polestar’s ability to forecast demand for its vehicles; (22) Polestar’s ability to raise additional funding; (23) Polestar’s ability to successfully execute cost-cutting activities and strategic efficiency initiatives; (24) the identification of additional accounting errors and/or a final assessment of errors already identified that differs significantly from Polestar’s preliminary view of such errors; and (25) other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Polestar’s Form 20-F, and other documents filed, or to be filed, with the SEC by Polestar. There may be additional risks that Polestar presently does not know or that Polestar currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.

Nothing in this Press Release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Polestar assumes no obligation to update these forward-looking statements, even if new information becomes available in the future, except as may be required by law.


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Appendix A

Polestar Automotive Holding UK PLC

Preliminary Unaudited Consolidated Statement of Income (Loss)

(in thousands of U.S. dollars unless otherwise stated)

 

     For the year ended
December 31,
 
     2023     2022  
           (Restated)  

Revenue

     2,377,662       2,445,005  

Cost of sales

     (2,792,405     (2,346,652
  

 

 

   

 

 

 

Gross profit

     (414,743     98,353  
  

 

 

   

 

 

 

Selling, general and administrative expense

     (954,884     (839,926

Research and development expense

     (158,406     (174,916

Other operating income (expense), net

     68,530       (304

Listing expense

     —        (372,318
  

 

 

   

 

 

 

Operating loss

     (1,459,503     (1,289,111
  

 

 

   

 

 

 

Finance income

     69,422       8,552  

Finance expense

     (213,321     (108,402

Fair value change - Earn-out rights

     443,168       902,068  

Fair value change - Class C Shares

     22,000       35,090  

Share of earnings in associates

     (43,082     —   
  

 

 

   

 

 

 

Loss before income taxes

     (1,181,316     (451,803
  

 

 

   

 

 

 

Income tax benefit (expense)

     8,030       (29,660
  

 

 

   

 

 

 

Net loss

     (1,173,286     (481,463


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Polestar Automotive Holding UK PLC

Preliminary Unaudited Consolidated Statement of Financial Position

(in thousands of U.S. dollars unless otherwise stated)

 

     As of the year ended
December 31,
 
     2023     2022  
           (Restated)  

Assets

    

Non-current assets

    

Intangible assets and goodwill

     1,429,304       1,394,282  

Property, plant and equipment

     319,648       275,954  

Vehicles under operating leases

     70,085       97,186  

Other non-current assets

     7,212       5,306  

Deferred tax asset

     44,291       11,287  

Investments in associates

     —        —   

Other investments

     2,414       2,333  
  

 

 

   

 

 

 

Total non-current assets

     1,872,954       1,786,348  
  

 

 

   

 

 

 

Current assets

    

Cash and cash equivalents

     768,927       973,877  

Trade receivables

     126,205       239,578  

Trade receivables - related parties

     61,026       79,225  

Accrued income - related parties

     152,605       49,060  

Inventories

     939,359       629,118  

Current tax assets

     9,270       7,184  

Assets held for sale

     —        56,001  

Other current assets

     192,185       112,984  

Other current assets - related parties

     9,576       —   
  

 

 

   

 

 

 

Total current assets

     2,259,153       2,147,027  
  

 

 

   

 

 

 

Total assets

     4,132,107       3,933,375  
  

 

 

   

 

 

 

Equity

    

Share capital

     (21,168     (21,165

Other contributed capital

     (3,615,154     (3,584,232

Foreign currency translation reserve

     27,406       15,769  

Accumulated deficit

     4,855,044       3,681,822  
  

 

 

   

 

 

 

Total equity

     1,246,128       92,194  
  

 

 

   

 

 

 


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Liabilities

    

Non-current liabilities

    

Non-current contract liabilities

     (63,063     (49,018

Deferred tax liabilities

     (3,709     (12,470

Other non-current provisions

     (104,681     (75,362

Other non-current provisions—related parties

     (26,700     —   

Other non-current liabilities

     (73,149     (27,859

Earn-out liability

     (155,402     (598,570

Other non-current interest-bearing liabilities

     (54,439     (31,326

Other non-current interest-bearing liabilities—related parties

     (1,409,244     (43,643
  

 

 

   

 

 

 

Total non-current liabilities

     (1,890,387     (838,248
  

 

 

   

 

 

 

Current liabilities

    

Trade payables

     (91,134     (97,418

Trade payables—related parties

     (275,704     (935,161

Accrued expenses—related parties

     (450,000     (157,426

Advance payments from customers

     (16,415     (35,717

Current provisions

     (64,211     (72,849

Liabilities to credit institutions

     (2,023,582     (1,326,388

Current tax liabilities

     (12,813     (14,394

Interest-bearing current liabilities

     (19,547     (11,935

Interest-bearing current liabilities—related parties

     (68,332     (26,618

Current contract liabilities

     (112,062     (44,219

Class C Shares liability

     (6,000     (28,000

Other current liabilities

     (347,442     (368,134

Other current liabilities—related parties

     (606     (69,062
  

 

 

   

 

 

 

Total current liabilities

     (3,487,848     (3,187,321
  

 

 

   

 

 

 

Total liabilities

     (5,378,235     (4,025,569
  

 

 

   

 

 

 

Total equity and liabilities

     (4,132,107     (3,933,375
  

 

 

   

 

 

 


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Polestar Automotive Holding UK PLC

Preliminary Unaudited Consolidated Statement of Cash Flows

(in thousands of U.S. dollars unless otherwise stated)

 

     For the year ended December 31,  
     2023     2022  
           (Restated)  

Cash flows from operating activities

    

Net loss

     (1,173,286     (481,463

Adjustments to reconcile net loss to net cash flows:

    

Depreciation and amortization

     115,010       156,370  

Warranties

     65,543       91,283  

Impairment of inventory

     120,083       14,830  

Impairment of property, plant and equipment, vehicles under operating leases, and intangible assets

     329,731       —   

Finance income

     (69,422     (8,552

Finance expense

     213,321       108,435  

Fair value change - Earn-out rights

     (443,168     (902,068

Fair value change - Class C Shares

     (22,000     (35,090

Listing expense

     —        372,318  

Income tax benefit (expense)

     (8,030     29,660  

Share of earnings in associates

     43,304       —   

Disposals and derecognition of property plant and equipment and intangible assets

     10,891       —   

Provisions for minimum purchase commitments

     26,700       —   

Other provisions

     24,889       —   

Unrealized exchange gain/loss operating payables

     26,787       —   

Other non-cash expense and income

     (5,185     18,997  

Change in operating assets and liabilities:

    

Inventories

     (364,299     (198,737

Vehicles under operating leases

     —        —   


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Contract liabilities

     78,324       20,729  

Trade receivables, prepaid expenses and other assets

     (141,384     (222,690

Trade payables, accrued expenses and other liabilities

     (523,700     14,397  

Interest received

     32,280       8,552  

Interest paid

     (175,466     (68,130

Taxes paid

     (35,477     (19,559
  

 

 

   

 

 

 

Cash used for operating activities

     (1,874,554     (1,100,718
  

 

 

   

 

 

 

Cash flows from investing activities

    

Additions to property, plant and equipment

     (137,400     (32,269

Additions to intangible assets

     (457,365     (674,275

Additions to other investments

     —        (2,500

Proceeds from the sale of property, plant and equipment

     1,779       —   

Proceeds from disposal of asset grouping classified as held for sale

     153,586       —   
  

 

 

   

 

 

 

Cash used for investing activities

     (439,400     (709,044
  

 

 

   

 

 

 

Cash flows from financing activities

    

Change in restricted deposits

     —        —   

Proceeds from short-term borrowings

     3,274,754       2,149,799  

Increase in non-current borrowings

     —        —   

Principal repayments of short-term borrowings

     (2,542,975     (1,426,935

Proceeds from long term borrowings

     1,359,781       —   

Principal repayments of lease liabilities

     (21,917     (8,028

Proceeds from the issuance of share capital and other contributed capital

     25,630       1,417,973  

Transaction costs

     —        (38,903
  

 

 

   

 

 

 

Cash provided by financing activities

     2,095,273       2,093,906  

Effect of foreign exchange rate changes on cash and cash equivalents

     13,731       (66,944
  

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

     (204,950     217,200  
  

 

 

   

 

 

 

Cash and cash equivalents at the beginning of the period

     973,877       756,677  
  

 

 

   

 

 

 

Cash and cash equivalents at the end of the period

     768,927       973,877  
  

 

 

   

 

 

 


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Appendix B

Polestar Automotive Holding UK PLC

Preliminary Non-GAAP Financial Measures

Polestar uses both generally accepted accounting principles (i.e., IFRS known as “GAAP”) and non-GAAP (i.e., non-IFRS) financial measures to evaluate operating performance, internal comparisons to historical performance, and other strategic and financial decision-making purposes. Polestar believes non-GAAP financial measures are helpful to investors as they provide a useful perspective on underlying business trends and assist in period-on-period comparisons. These measures also improve the ability of management and investors to assess and compare the financial performance and position of Polestar with those of other companies.

These non-GAAP measures are presented for supplemental information purposes only and should not be considered a substitute for financial information presented in accordance with GAAP. The measures are not presented under a comprehensive set of accounting rules and, therefore, should only be read in conjunction with financial information reported under GAAP when understanding Polestar’s operating performance.

The measures may not be the same as similarly titled measures used by other companies due to possible differences in calculation methods and items or events being adjusted. A reconciliation between non-GAAP financial measures and the most comparable GAAP performance measures is provided below.

Non-GAAP financial measures include adjusted operating loss, adjusted EBITDA, adjusted net loss, and free cash flow.

Adjusted Operating Loss

Polestar defines adjusted operating loss as an Operating loss, adjusted to exclude listing expense. This measure is reviewed by management and provides a relevant measure for understanding the ongoing operating performance of the business prior to the impact of the non-recurring adjusting item.

Adjusted EBITDA

Adjusted EBITDA is calculated as Net loss, adjusted for listing expense, fair value change of earn-out rights, fair value change of the Class C Shares, interest income, interest expense, income tax expense, depreciation, amortization and impairment of property plant and equipment, vehicles under operating leases, and intangible assets. Adjusted EBITDA is defined as EBITDA, adjusted for certain income and expenses which are significant in nature and that management considers not reflective of ongoing operational activities. This measure is reviewed by management and is a relevant measure for understanding the underlying operating results and trends of the business prior to the impact of any adjusting items.

Adjusted Net Loss

Adjusted net loss is calculated as Net loss, adjusted to exclude listing expense, fair value change of earn-out rights, and fair value change of the Class C Shares. This measure represents net loss, adjusted for certain income and expenses which are significant in nature and that management considers not reflective of ongoing operational activities. This measure is reviewed by management and is a relevant measure for understanding the underlying performance of Polestar’s core business operations.

Free Cash Flow

Free cash flow is calculated as cash used for operating activities, adjusted for cash flows used for tangible assets and intangible assets. This measure is reviewed by management and is a relevant measure for understanding cash sourced from operating activities that is available to repay debts, fund capital expenditures, and spend on other strategic initiatives.


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Unaudited Reconciliation of GAAP and Non-GAAP Results

(in thousands of U.S. dollars unless otherwise stated)

Adjusted Operating Loss

 

     For the year ended
December 31,
 
     2023      2022  
            (Restated)  

Operating loss

     (1,459,503      (1,289,111

Listing expense

     —         372,318  
  

 

 

    

 

 

 

Adjusted operating income (loss)

     (1,459,503      (916,793
  

 

 

    

 

 

 

Adjusted EBITDA

 

     For the year ended
December 31,
 
     2023      2022  
            (Restated)  

Net loss

     (1,173,286      (481,463

Listing expense

     —         372,318  

Fair value change - Earn-out rights

     (443,168      (902,068

Fair value change - Class C Shares

     (22,000      (35,090

Interest income

     (32,280      (7,658

Interest expenses

     204,851        77,477  

Income tax benefit (expense)

     (8,030      29,660  

Depreciation and amortization

     115,010        156,370  

Impairment of property plant and equipment, vehicles under operating leases, and intangible assets

     329,731        —   
  

 

 

    

 

 

 

Adjusted EBITDA

     (1,029,172      (790,454
  

 

 

    

 

 

 


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Adjusted Net Loss

 

     For the year ended
December 31,
 
     2023      2022  
            (Restated)  

Net loss

     (1,173,286      (481,463

Listing expense

     —         372,318  

Fair value change - Earn-out rights

     (443,168      (902,068

Fair value change - Class C Shares

     (22,000      (35,090
  

 

 

    

 

 

 

Adjusted net income (loss)

     (1,638,454      (1,046,303
  

 

 

    

 

 

 

Free Cash Flow

 

     For the year ended
December 31,
 
     2023      2022  
            (Restated)  

Net cash used for operating activities

     (1,874,554      (1,100,718

Additions to property, plant and equipment

     (137,400      (32,269

Additions to intangible assets

     (457,365      (674,275
  

 

 

    

 

 

 

Adjusted free cash flow

     (2,469,319      (1,807,262