Polestar Automotive Holding UK PLC 6-K, filed Nov 8, 2023
Polestar Automotive Holding UK PLC (PSNY)
About this 6-K
Polestar Automotive Holding UK PLC filed this 6-K on November 8, 2023.
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 November 2023
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
A copy of the investor update presentation that was posted by Polestar Automotive Holding UK PLC (“Polestar”) on its investor relations website on November 8, 2023 in connection with the announcement of Polestar’s preliminary financial results for the third quarter ended September 30, 2023 is attached hereto as Exhibit 99.1. The unaudited financial and operational information published in the presentation 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 in the presentation. For the avoidance of doubt, the preliminary unaudited operational and financial information published in the presentation should not be considered a substitute for the further financial information to be filed with the SEC for the quarter ended September 30, 2023 on or before November 17, 2023.
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.
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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: November 8, 2023 | By: | /s/ Thomas Ingenlath | ||||
| Name: | Thomas Ingenlath | |||||
| Title: | Chief Executive Officer | |||||
| By: | /s/ Johan Malmqvist | |||||
| Name: | Johan Malmqvist | |||||
| Title: | Chief Financial Officer | |||||
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Exhibit 99.1 November 8, 2023 Investor update for the nine months ended September 30, 2023 Polestar Automotive Holding UK PLC
2 Polestar Disclaimer Forward-Looking Statements market share; (15) the risks associated with negative press or reputational harm, including from lithium- adjusted EBITDA, adjusted net loss, and free cash flow. Please see slide 29 for a reconciliation of the Certain statements in this presentation (“Presentation”) of Polestar Automotive Holding UK PLC ion battery cells catching fire or venting smoke; (16) delays in the design, development, manufacture, non-GAAP financial measures to their most directly comparable GAAP financial measures. (“Polestar”) may be considered “forward-looking statements” as defined in the Private Securities launch and financing of Polestar’s vehicles and other product offerings, and Polestar’s reliance on a Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or the limited number of vehicle models to generate revenues; (17) Polestar’s ability to continuously and *** future financial or operating performance of Polestar including the number of vehicle deliveries and rapidly innovate, develop and market new products; (18) risks related to future market adoption of Past results are not indicative of future performance and investing in securities of Polestar involves gross margin. For example, projections of revenue, volumes, margins, cash flow break-even and other Polestar’s offerings; (19) risks related to Polestar’s distribution model; (20) the impact of the global significant risks. Potential investors should read and understand the explanations of risks disclosed by financial or operating metrics and statements regarding expectations of future needs for funding and COVID-19 pandemic, inflation, interest rate changes, the ongoing conflict between Ukraine and Russia Polestar in its filings with the SEC before making any decisions. plans related thereto are forward-looking statements. In some cases, you can identify forward-looking sand in Israel and the Gaza Strip, supply chain disruptions, fuel and energy prices and logistical statements by terminology such as “may”, “should”, “expect”, “intend”, “will”, “estimate”, “anticipate”, constraints on Polestar, Polestar’s projected results of operations, financial performance or other The information set forth herein is based upon information reasonably available to Polestar as of the “believe”, “predict”, “potential”, “forecast”, “plan”, “seek”, “future”, “propose” or “continue”, or the financial and operational metrics, or on any of the foregoing risks; (21) Polestar’s ability to forecast date of this Presentation (or any such earlier date referenced herein), and Polestar does not undertake negatives of these terms or variations of them or similar terminology. Such forward-looking statements demand for its vehicles; (22) Polestar’s ability to raise additional funding; (23) Polestar’s ability to any obligation to update such information at any time after such date. No representation, warranty or are subject to risks, uncertainties, and other factors which could cause actual results to differ materially successfully execute cost-cutting activities and strategic efficiency initiatives; and (24) other risks and undertaking, express or implied, is made as to, and no reliance should be placed on, the fairness, from those expressed or implied by such forward looking statements. uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward- accuracy, completeness or correctness of the information or the opinions contained herein and as may Looking Statements” in Polestar’s Form 20-F, and other documents filed, or to be filed, with the U.S. be amended. These forward-looking statements are based upon estimates and assumptions that, while considered Securities & Exchange Commission (“SEC”) by Polestar. There may be additional risks that Polestar reasonable by Polestar and its management, as the case may be, are inherently uncertain. Factors that presently does not know or that Polestar currently believes are immaterial that could also cause actual This presentation shall not constitute an offer to sell or the solicitation of an offer to buy any securities may cause actual results to differ materially from current expectations include, but are not limited to: results to differ from those contained in the forward-looking statements. of Polestar, nor shall there be any sale or offer of any securities in any state or jurisdiction in which such (1) Polestar’s ability to maintain agreements or partnerships with its strategic partners, such as Volvo offer, solicitation or sale would be unlawful. This Presentation is not intended to constitute, and should Cars, Geely or Xingji Meizu Group, and to develop new agreements or partnerships; (2) Polestar’s ability Nothing in this Presentation should be regarded as a representation by any person that the forward- not be construed as investment, tax, legal or other advice. Certain information contained herein has to maintain relationships with its existing suppliers, source new suppliers for its critical components , looking statements set forth herein will be achieved or that any of the contemplated results of such been derived from sources prepared by third parties. While such information is believed to be reliable enter into longer term supply contracts, and complete building out its supply chain, while effectively forward-looking statements will be achieved. You should not place undue reliance on forward-looking for the purposes used herein neither Polestar nor any of its directors, officers, employees, affiliates or managing the risks due to such relationships; (3) Polestar’s reliance on its partnerships with vehicle statements, which speak only as of the date they are made. Polestar assumes no obligation to update advisors makes any representation or warranty with respect to the accuracy of such information. This charging networks to provide charging solutions for its vehicles and its reliance on strategic partners for these forward-looking statements, even if new information becomes available in the future, except as Presentation does not purport to contain all of the information that may be required to evaluate servicing its vehicles and their integrated software; (4) Polestar’s reliance on its partners, some of which may be required by law. Polestar and has solely been prepared for the purpose of generally familiarizing the reader with may have limited experience with electric vehicles, to manufacture vehicles at a high volume or develop Polestar. devices, products, apps or operating systems for Polestar, and to allocate sufficient production capacity Trademarks or resources to Polestar in order for Polestar to be able to increase its vehicle production capacities and This Presentation includes trademarks, trade names and service marks, certain of which belong to Statement Regarding Preliminary Unaudited Financial and Operational Results product offerings; (5) the ability of Polestar to grow and manage growth profitably including Polestar or Polestar’s affiliates and others that are the property of other organizations. The Polestar logo The unaudited financial and operational information published herein is preliminary and subject to expectations of growth and financial performance by generating expected revenues at expected selling and other trademarks or service marks of Polestar appearing in this prospectus are the property of potential adjustments. Potential adjustments to operational and consolidated financial information may prices, maintain relationships with customers and retain its management and key employees; (6) Polestar. Solely for convenience, trademarks, trade names and service marks referred to in this be identified from further work performed during Polestar’s quarter-end review. This could result in Polestar’s estimates of expenses, profitability, gross margin, cash flow, and cash reserves; (7) increases prospectus appear without the ®, TM and SM symbols, but the absence of those symbols is not differences from the unaudited operational and financial information published herein. For the in costs, disruption of supply or shortage of materials, in particular for lithium-ion cells or intended to indicate, in any way, that Polestar or its affiliates will not assert its or their rights or that the avoidance of doubt, the preliminary unaudited operational and financial information published herein semiconductors; (8) the possibility that Polestar may be adversely affected by other economic, business, applicable owner will not assert its rights to these trademarks, trade names and service marks to the should not be considered a substitute for the further financial information to be filed with the SEC for and/or competitive factors; (9) the effects of competition and the high barriers to entry in the fullest extent under applicable law. Polestar does not intend its use or display of other parties’ the quarter ended September 30, 2023 expected on or before November 17, 2023. automotive industry, and the pace and depth of electric vehicle adoption generally on Polestar’s future trademarks, trade names or service marks to imply, and such use or display should not be construed to business; (10) changes in regulatory requirements, governmental incentives and fuel and energy prices; imply, a relationship with, or endorsement or sponsorship of Polestar by, these other parties. (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) Non-GAAP Financial Information the ability to meet stock exchange listing standards; (13) changes in applicable laws or regulations or This presentation includes certain financial measures that are not presented in accordance with governmental incentive programs; (14) Polestar’s ability to establish its brand and capture additional generally accepted accounting principles in the U.S. (“GAAP”), including adjusted operating loss,
Polestar
4 Polestar — Recent developments 1 Delivered 13,976 vehicles in Q323; up 51% year on year Achieved $613mn in revenues, driven by volume growth, as well as price increases implemented last year and MY24 ramp up Polestar 2 MY24 ramp up continues; receiving great independent reviews Top Gear: ‘One of the most complete electric cars money can buy’; Autotrader 4.5/5.0 Polestar 3 start of production in China on track; US factory preparation progressing well Completed successful hot weather testing in UAE; start of production Q124 in China, and the US in summer 2024 Polestar 4 production starts next week; first customer deliveries expected next month Recent media test drives in China at Ningbo racetrack delivered extremely positive reviews Polestar 4 LCA reveals lowest carbon impact of all Polestar vehicles at launch The Polestar 4 Standard range Single motor comes with a carbon footprint of 19.4 tCO2e Launched Prime Video in Google Play App Brings even more entertainment to Polestar 2 - accessible to stream content while parked or charging Announced strengthened business plan and funding update Announced strengthened business plan and funding update with Q323 results Holding Polestar Day in Los Angeles on 11.09.23 Polestar Day to showcase the latest innovations and technologies, alongside the full model line-up 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. Rounded. See slide 26 for unaudited condensed consolidated statement of loss and comprehensive loss for figure in thousands of U.S. dollars.
5 Polestar — Our past, our present and our future Growth and established global reach Expansion and profitability History in performance 2017–2023 2024 onwards 1996–2017 – Launched Polestar 1 in 2017 and Polestar 2 in 2019 – Strengthened business plan with expected 2025 cash flow break- – Founded in 1996 as a racing team – First customer handovers and retail locations in 2020 even – Developed and sold performance software for Volvo Cars – Launched limited edition Polestar 6 in 2022 – 4 models in production by 2025, including two luxury SUVs – The official performance partner to Volvo Cars from 2009 – Launched Polestar 3 in 2022 and Polestar 4 for China in 2023 – Leading ambition of a climate-neutral production car by 2030 – Acquired by Volvo Cars in 2015 – Established sales and service network in 27 countries Source: Company information.
6 Polestar — Rapidly expanding premium product portfolio Polestar 1 Polestar 2 Polestar 3 Polestar 4 Polestar 5 Polestar 6 Type Hybrid Grand Tourer Fastback Luxury Aero SUV Premium Sport SUV Luxury Sport GT 4-Door Luxury 2+2 roadster Segment Sports Premium C/D premium SUV E premium SUV D premium F coupé premium S roadster premium 1 ASP ~$155k ~$50-70k ~$75-115k ~$60-90k >$100k >$150k 2 2 2 2 Range ~120km ~540km up to 610km 600km + 600km + 600km + Launch 2017 2019 2022 2023 2024E 2026E 3 Factory Chengdu, China Taizhou, China Chengdu, China Hangzhou Bay, China Chongqing, China Chongqing, China 4 Charleston, US TBC 1. Prices vary by region. Estimated indicative US market pricing range as of October 2023, subject to change. 2. WLTP (Worldwide Harmonised Light Vehicle Test Procedure) target range. 3. On August 1, 2023, Chengdu manufacturing plant was sold to Zhejiang Geely Property Investment Holding Co. Ltd. The total consideration received from the sale of the plant was $71mn. 4. Another production site earmarked outside China. To be confirmed soon; expected to start production in mid-2025. Source: Company information, management estimates.
7 Polestar — Our asset-light model Flexible and scalable set-up – Agility of a start-up – Innovation and high-performance technologies – Avant-garde design – Leading sustainability goals – Full vehicle attributes – Digital first DTC customer approach Stability of established players – Over 100 years of combined experience – Platform development – Engineering capability – Supply chain and partnerships – Manufacturing capacity – Safety credentials – Service network access Source: Company information.
8 Polestar — Our core pillars 02 03 01 Innovation Sustainability Design – Bonded aluminium platform – Climate-neutral car by 2030 with ongoing sustainability upgrades – Avant-garde, pure Scandinavian design – High-performance electric motors – Circular battery and material strategy, battery centers in place – High tech minimalism – Advanced battery technology design – Blockchain-powered traceability on risk materials – Design perfection focus – R&D capability in the UK, Sweden and China – Ethical and inclusive work principles and values – Unique design attributes Source: Company information.
9 Polestar — Our well-defined growth strategy Global network – Q3 2022 vs Q3 2023 Product launches Global presence 1 2019 Polestar 2 Locations 2022 Polestar 3 128 157 2023 Polestar 4 2 Service points 2024E Polestar 5 1,033 1,135 2026E Polestar 6 27 01 02 03 Rapidly expanding product portfolio Growth in existing and new markets Expanding sales and service network 1. Represents Polestar Spaces, Polestar Destinations and Polestar Test Drive Centers (Unaudited). 2. Represents Volvo Cars service centres to provide access to customer service points worldwide in support of Polestar’s international expansion (Unaudited). Source: Company information.
Unaudited financial highlights for the nine months ended September 30, 2023
11 Financial and operational highlights — Key preliminary financial highlights for the nine months ended Sep 30, 2023 (unaudited) Global volumes Revenue Cash and cash equivalents (vehicles, k) ($ mn) ($ mn) 1,844 41.8 974 951 1,477 30.4 . Q3 2023 9M 2022 9M 2022 FY 2022 9M 2023 9M 2023 Delivered 41,817 vehicles Achieved $1.8bn in revenues Cash balance of $951mn Up 37% year on year, with strong Polestar 2 sales in United Up 25% year on year, driven by higher Polestar 2 sales and price Reflecting the liquidity provided by the Volvo Cars shareholder Kingdom and Germany, alongside incremental sales in our increases implemented last year and Model Year 2024 ramp up term loan and other short-term financing facilities, partially offset newest markets of Italy, Spain, and Portugal. in Q323, partially offset by channel and product mix and higher by the operating loss, working capital changes and investment in discounts. IP. Note: All U.S. dollar figures on this slide rounded. See slide 26 for unaudited condensed consolidated statement of loss and comprehensive loss for figure in thousands of U.S. dollars.
12 Financial and operational highlights — Key preliminary financial highlights for the three months ended Sep 30, 2023 (unaudited) Revenue up 41% With higher deliveries and price increases implemented last year and MY24 ramp up, offset US$ million Q3 2023 Q3 2022 % Change by channel and product mix, and higher discounts 613 435 41 Revenue Gross profit of $4mn Cost of sales (610) (431) 41 Higher contract manufacturing costs and inventory impairment charge, partly offset by Gross profit 4 4 (11) positive FX effect Gross margin (%) 0.9 0.6 (30)bps SG&A up 32% Primarily higher advertising, selling and SG&A expense (236) (179) 32 promotion activities ahead of PS3 and PS4 R&D expense (55) (25) 123 deliveries Other operating income, net 26 3 n/m R&D up $30mn Reflecting continued investment in future Operating loss (261) (196) 33 vehicles and technologies Operating loss up 33% Predominantly impacted by the impairment charges and higher operating expenses Note: All U.S. dollar figures on this slide rounded. Percentages have been calculated using unrounded amounts. See slide 26 for unaudited condensed consolidated statement of loss for figures in thousands of U.S. dollars.
13 Financial and operational highlights — Key preliminary financial highlights for the nine months ended Sep 30, 2023 (unaudited) Variances for 9M 2023 versus 9M 2022 US$ million 9M 2023 9M 2022 % Change largely followed the trends outlined for Q3 2023 versus Q3 2022, with the following 1,844 1,477 25 Revenue notable exceptions: Cost of sales (1,823) (1,419) 28 Gross profit of $21mn Gross profit 21 57 (63) Higher contract manufacturing costs, inventory impairment and supplier charges Gross margin (%) 1.2 3.9 (270)bps for semiconductors and batteries, partially offset by price increases implemented last SG&A expense (685) (625) 10 year and positive FX R&D expense (136) (123) 10 Operating loss down 32% Other operating income (expense), net 65 (18) n/m Adjusted operating loss broadly flat, excluding Q222 one-time share-based listing 1 Listing expense - (372) n/m charge of $372mn Operating loss (735) (1,082) (32) 2 (709) Adjusted operating loss (735) 4 1. The listing expense in Q2 2022 represents a non-recurring, non-cash, share-based listing charge, incurred in connection with the business combination with Gores Guggenheim, Inc. on June 23, 2022. 2. Non-GAAP measure. See slide 29 for details and a reconciliation of adjusted metrics to the nearest GAAP measure. Note: All U.S. dollar figures on this slide rounded. Percentages have been calculated using unrounded amounts. See slide 26 for unaudited condensed consolidated statement of loss for figures in thousands of U.S. dollars.
14 Financial and operational highlights — Preliminary cash flow for the nine months ended Sep 30, 2023 (unaudited) Cash flow ($ mn) Operating Mainly attribute to operating loss and working capital changes with higher levels of inventory and trade payables payments 1,545 974 951 Investing (44) Primarily as a result of Polestar 2, Polestar 3 and Polestar 4 intellectual property investments, offset by the divestment of Chengdu manufacturing plant Financing Reflecting short-term borrowings of $3,422mn, of which $800mn was drawn down from the Volvo Cars shareholder term (1,335) loan, and principal repayments of $1,877mn (189) Q3 2023 2022 Operating Investing Financing FX on cash Note: All U.S. dollar figures on this slide rounded. See slide 28 for unaudited condensed consolidated statement of cash flows for figures in thousands of U.S. dollars.
15 Financial and operational highlights — 2023 outlook Liquidity Global deliveries Gross profit margin Strengthened ~60k ~2% Expect a FY23 gross profit margin of around 2%, Expect to deliver c60k vehicles, as we maintain a With $951mn cash on the balance sheet, with lower deliveries for the year and the disciplined approach to our premium brand $450mn new funds from major shareholders, as financial performance to date, in particular positioning against the background of weakening well as other unutilized funding sources. inventory impairment charges. global consumer demand particularly affecting the rate of EV adoption. Source: Company estimates.
Strengthened business plan – business drivers and key financials
17 Strengthened business plan — 2025 targets Additional external funding need Global volume Gross profit margin ~$1.3bn 155-165k High teens Anticipating an improved product mix and With four models expected to be in production Based on the expected cumulative negative free additional margin enhancing measures, we are in 2025, Polestar 2, Polestar 3, Polestar 4 and cash flow of ~$1.9bn from end Q323 until targeting gross margin in the high teens. Polestar 5, we are targeting total deliveries of achieving cash flow break-even targeted for around 155-165k. 2025 and taking into account $600mn of existing and new financing and liquidity support from Geely Holding and Volvo Cars. Source: Company estimates. * Free cash flows is defined as Cash flows from operating activities and Cash flows from investing activities. Free cash flow is a non-IFRS financial measure.
18 Strengthened business plan — Key business actions Gross margin improvement measures Cost management measures Richer product mix - a main driver of accelerated margin progression Already announced headcount reductions With model line-up expected to expand from 1 to 4 in 2025, to include more Measures announced with Q123 results, which included taking out 300 existing luxurious and exclusive cars which will yield much higher margins. headcount as well as a hiring freeze that eliminated 500 additional roles that were planned for this year, were completed. Increased build options and packs We expect to monetise our rapidly growing luxury model line-up, by offering Resized and optimised advertising, selling & promotion spend customers more flexibility and much greater customization options. We intend to improve marketing efficiency, with market spend re-allocation, alongside funnel and channel mix improvements. More focused approach to market presence In Europe, we intend on directing sales and investments towards markets that have Commercial digital efficiency the greatest potential for profitable growth. In China, our innovative JV model is We intend to steer value-based prioritisations and increase effectiveness in Digital expected to lead to higher sales and technological advances. Industrial Core and Digital Commercial Experience. Improved profitability of the US business By diversifying planned manufacturing footprint into the US and adding another R&D set up and efficiency production location outside China. We will also plan to optimize marketing and retail We intend to ensure R&D operations are operating efficiently through working partner set up. smarter across our sales network and at head office. Further product cost reduction opportunities Capex and Working Capital management By working closely with our current manufacturing partners to drive the costs down, We intend to continue to be very disciplined in our planned capex spend. We will while maintaining the high-quality product. also look for ways to reduce working capital through JV set up as well as more localized manufacturing. Source: Company information, estimates.
Imagery
20 Polestar 2 — Model Year 24
21 Polestar 3 — Hot weather testing in UAE
22 Polestar 4 — The electric SUV coupé
23 Polestar 5 — Dynamic debut at Goodwood Festival of Speed
24 Polestar 6 — The electric roadster
Appendix
26 Financial statements — Preliminary unaudited condensed consolidated statement of income (loss) in thousands of U.S. dollars except per share data and unless otherwise stated For the three months ended September 30, For the nine months ended September 30, 2023 2022 2023 2022 Revenue 613,182 435,449 1,844,447 1,476,746 Cost of sales (609,581) (431,390) (1,823,234) (1,419,271) Gross profit 3,601 4,059 21,213 57,475 Selling, general and administrative expense (236,246) (178,643) (684,877) (625,424) Research and development expense (54,865) (24,598) (136,176) (123,353) Other operating income (expense), net 26,305 2,781 64,886 (17,961) Listing expense — — — (372,318) Operating loss (261,205) (196,401) (734,954) (1,081,581) Finance income 8,997 711 21,487 1,485 Finance expense (63,389) (60,539) (153,904) (111,966) Fair value change - Earn-out rights 155,557 546,961 388,552 965,668 Fair value change - Class C Shares 7,250 14,059 18,000 35,590 Income (loss) before income taxes (152,790) 304,791 (460,819) (190,804) Income tax expense (2,579) (5,404) (7,581) (12,543) Net income (loss) (155,369) 299,387 (468,400) (203,347)
27 Financial statements — Preliminary unaudited condensed consolidated statement of financial position in thousands of U.S. dollars September 30, 2023 December 31, 2022 in thousands of U.S. dollars September 30, 2023 December 31, 2022 Assets Liabilities Non-current assets Non-current liabilities Intangible assets and goodwill 1,529,706 1,396,477 Non-current contract liabilities (60,866) (50,252) Property, plant and equipment 259,656 258,048 Deferred tax liabilities (461) (476) Vehicles under operating leases 93,945 92,198 Other non-current provisions (107,844) (73,985) Other non-current assets 4,008 5,306 Other non-current liabilities (60,641) (14,753) Deferred tax asset 17,628 7,755 Earn-out liability (210,019) (598,570) Other investments 2,225 2,333 Other non-current interest-bearing liabilities (74,529) (85,556) Total non-current assets 1,907,168 1,762,117 Total non-current liabilities (514,360) (823,592) Current assets Current liabilities Cash and cash equivalents 951,088 973,877 Trade payables (96,079) (98,458) Trade receivables 140,382 246,107 Trade payables - related parties (632,354) (957,497) Trade receivables - related parties 135,180 74,996 Accrued expenses - related parties (323,462) (164,902) Accrued income - related parties 75,323 49,060 Advance payments from customers (18,487) (40,869) Inventories 1,005,607 658,559 Current provisions (63,884) (74,907) Current tax assets 8,010 7,184 Liabilities to credit institutions (2,036,525) (1,328,752) Assets held for sale — 63,224 Current tax liabilities (14,370) (10,617) Other current assets 160,816 107,327 Interest-bearing current liabilities (28,821) (21,545) Other current assets - related parties 2,890 Interest-bearing current liabilities - related parties (829,658) (16,690) Total current assets 2,479,296 2,180,334 Current contract liabilities (101,224) (46,217) Total assets 4,386,464 3,942,451 Class C Shares liability (10,000) (28,000) Other current liabilities (308,174) (393,790) Equity Other current liabilities - related parties (37,999) (70,258) Share capital (21,168) (21,165) Total current liabilities (4,501,037) (3,252,502) Other contributed capital (3,587,871) (3,584,232) Total liabilities (5,015,397) (4,076,094) Foreign currency translation reserve 42,796 12,265 Total equity and liabilities (4,386,464) (3,942,451) Accumulated deficit 4,195,176 3,726,775 Total equity 628,933 133,643
28 Financial statements — Preliminary unaudited condensed consolidated statement of cash flows For the nine months ended For the nine months ended September 30, September 30, in thousands of U.S. dollars in thousands of U.S. dollars 2023 2022 2023 2022 Cash flows from investing activities Cash flows from operating activities Additions to property, plant and equipment (51,699) (7,452) Net loss (468,400) (203,347) Additions to intangible assets (293,048) (642,846) Adjustments to reconcile net loss to net cash flows: Additions to other investments — (2,480) Depreciation and amortization expense 101,499 140,063 Warranties 56,805 — Proceeds from the sale of property, plant and equipment 1,747 — Inventory impairment 39,415 — Proceeds from disposal of asset grouping classified as held for sale 153,586 — Finance income (21,487) (1,485) Cash used for investing activities (189,414) (652,778) Finance expense 153,904 111,966 Fair value change - Earn-out rights (388,552) (965,668) Cash flows from financing activities Fair value change - Class C Shares (18,000) (35,590) Proceeds from short-term borrowings 3,422,189 1,555,201 Listing expense — 372,318 Principal repayments of short-term borrowings (1,857,680) (957,186) Income tax expense 7,581 12,543 Principal repayments of lease liabilities (19,160) (11,332) Other non-cash expense 16,646 12,497 Proceeds from the issuance of share capital and other contributed Change in operating assets and liabilities: capital — 1,417,973 Inventories (372,504) (311,154) Transaction costs — (38,903) Vehicles under operating leases — 17,722 Cash provided by financing activities 1,545,349 1,965,753 Contract liabilities 69,033 (16,390) Effect of foreign exchange rate changes on cash and cash equivalents (43,907) (57,968) Trade receivables, prepaid expenses and other assets (113,113) (43,458) Net increase in cash and cash equivalents (22,789) 231,582 Trade payables, accrued expenses and other liabilities (306,039) (60,645) Cash and cash equivalents at beginning of period 973,877 756,677 Interest received 21,487 1,485 Cash and cash equivalents at end of period 951,088 988,259 Interest paid (98,549) (37,075) Taxes paid (14,543) (17,207) Cash used for operating activities (1,334,817) (1,023,425)
29 Financial statements — Preliminary unaudited reconciliation of GAAP and Non-GAAP results 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. For the three months ended For the nine months ended For the three months ended For the nine months ended September 30, September 30, in thousands of U.S. dollars September 30, September 30, in thousands of U.S. dollars 2023 2022 2023 2022 2023 2022 2023 2022 Adjusted net loss Adjusted operating loss (1,081,581 Net loss (155,369) 299,387 (468,400) (203,347) Operating loss (261,205) (196,401) (734,954) ) Listing expense — — — 372,318 Listing expense — — — 372,318 Fair value change - Earn-out rights (155,557) (546,961) (388,552) (965,668) Adjusted operating loss (261,205) (196,401) (734,954) (709,263) Fair value change - Class C Shares (7,250) (14,059) (18,000) (35,590) Adjusted net loss (318,176) (261,633) (874,952) (832,287) For the three months ended For the nine months ended For the nine months ended September 30, September 30, September 30, in thousands of U.S. dollars in thousands of U.S. dollars 2023 2022 2023 2022 2023 2022 Adjusted EBITDA Free cash flow Net loss Cash used for operating activities (155,369) 299,387 (468,400) (203,347) (1,334,817) (1,023,425) Listing expense — — — 372,318 Additions to property, plant and equipment (51,699) (7,452) Fair value change - Earn-out rights (155,557) (546,961) (388,552) (965,668) Additions to intangible assets (293,048) (642,846) Fair value change - Class C Shares (7,250) (14,059) (18,000) (35,590) Free cash flow (1,679,564) (1,673,723) Interest income (8,997) (711) (21,487) (1,485) Interest expenses 59,011 11,824 130,736 46,205 Income tax expense 2,579 5,404 7,581 12,543 Depreciation and amortization 51,345 69,363 101,499 140,063 Adjusted EBITDA (214,238) (175,753) (656,622) (634,961)
Investor update for preliminary unaudited results for the nine months ended Sep 30, 2023 — Contact information For questions, please contact: Bojana Flint Head of Investor Relations ir@polestar.com Polestar Assar Gabrielssons Väg 9 SE-418 78 Göteborg Sweden polestar.com All ideas contained within this document are owned by Polestar. © Polestar 2023