Solid Power, Inc. (NASDAQ:SLDP) Q2 2023 Earnings Conference Call August 8, 2023 5:00 PM ET Company Participants Jennifer Almquist - Investor Relations Dave Jansen - Chairman John Van Scoter - President & Chief Executive Officer Kevin Paprzycki - Chief Financial Officer Conference Call Participants Brian Dobson - Chardan Operator Greetings and welcome to the Solid Power Inc. Second Quarter 2023 Financial Results and Business Update Call. Please note that this conference is being recorded. I will now turn the ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (303) 219-0720 For the transition period from _______ to _______ (Registrant's telephone number, including area code) Commission file number: 001-40284 SOLID POWER, INC. (Exact name ...

Solid Power, Inc. (NASDAQ:SLDP) Q1 2023 Results Conference Call May 8, 2023 5:00 PM ET Company Participants Jennifer Almquist - Investor Relations Dave Jansen - Interim Chief Executive Officer, President and Chairman Kevin Paprzycki - Chief Financial Officer Conference Call Participants Mike Shlisky - D.A. Davidson Vincent Anderson - Stifel Greg Pendy - Chardan Operator Greetings. Welcome to the Solid Power, Inc., First Quarter 2023 Financial Results and Business Update Call. Please note that this conferenc ...

PART I [Item 1. Business](index=8&type=section&id=Item%201.%20Business) Solid Power develops solid-state battery technologies for EVs, selling electrolyte and licensing cell designs, with 2022 production and partnership progress - Solid Power is developing solid-state battery technologies, focusing on proprietary sulfide-based solid electrolyte material and cell designs for EVs and other markets[30](index=30&type=chunk)[31](index=31&type=chunk)[32](index=32&type=chunk) - The business model is to sell electrolyte material and license cell designs and manufacturing processes, aiming to be a leading producer and distributor of sulfide-based solid electrolyte material, not a commercial battery manufacturer[35](index=35&type=chunk)[38](index=38&type=chunk) - Key 2022 achievements include starting construction of a pilot electrolyte production line (expected online Q1 2023, **30 metric tons/year capacity**), installing an EV cell production line (designed for **300 EV cells/week**), delivering hundreds of **20 Ah cells** to partners, and entering an R&D-only license agreement with BMW for cell manufacturing replication[42](index=42&type=chunk)[43](index=43&type=chunk)[44](index=44&type=chunk)[45](index=45&type=chunk) - The company's technology aims to provide extended driving range, longer battery life (improved high-temperature stability), improved safety (higher ignition point than liquid electrolytes), and lower production costs (compatible with existing manufacturing processes, potential **90% cathode cost reduction** with nickel/cobalt-free cells)[36](index=36&type=chunk)[37](index=37&type=chunk)[40](index=40&type=chunk)[41](index=41&type=chunk) - Current R&D focuses on expanding sulfide-based solid electrolyte production (from **2 to 30 metric tons/year**), developing second-generation electrolytes with improved ionic conductivity, increasing Li2S production (sourcing and in-house methods), and driving cell performance improvements to meet OEM specifications (energy density, pressure, cycle life, low-temperature performance, safety)[47](index=47&type=chunk)[48](index=48&type=chunk)[49](index=49&type=chunk)[50](index=50&type=chunk) - The company is pursuing next-gen battery cell innovations, including a **$5.6 million grant** for nickel- and cobalt-free battery cells and research on lithium metal and anode-free cells[52](index=52&type=chunk) Automotive Qualification Stages | Category | Stage | Standard | Solid Power Cell Format | | :------- | :---- | :------- | :---------------------- | | Pre-A | Proof of concept | Produce cells to demonstrate functionality towards basic product requirements. | 0.2 Ah, 2 Ah, 20 Ah, and EV | | A-sample | Cell concept validation | 1. Evaluate multiple designs against customer requirements. 2. Suppliers tested and selected ahead of B-sample. | EV | | B-sample | Cell design validation | 1. Cell design is frozen. 2. Samples are produced on pilot equipment. 3. Ensure sample performance meets customer specifications. 4. Module and pack testing and validation begins. | EV | | C-sample | Cell process validation | 1. Frozen design manufactured on production equipment. 2. Ensure production samples continue to meet customer specifications. 3. Continued pack testing and prototype vehicle integration. | EV | | D-sample | Cell production validation | 1. Full cell production rates, quality and process certifications. 2. Vehicle level testing. | EV | | Product | Sales product | 1. Supply customer at requested volumes. | EV | - Solid Power is currently producing Pre-A sample **20 Ah** and EV cells and aims to formally enter A-sample testing with EV cells in 2023[54](index=54&type=chunk) - Partnerships with OEMs (BMW, Ford) and cell manufacturers (SK On) are non-exclusive, allowing for additional relationships. The company intends to partner for C-sample and D-sample production due to the requirement for production equipment[56](index=56&type=chunk)[57](index=57&type=chunk) - The company's intellectual property is protected by patents, patent applications, and trade secrets, including exclusive licenses from the University of Colorado Boulder and Oak Ridge National Laboratory. As of February 1, 2023, it owned or exclusively licensed **13 issued U.S. patents** and **38 pending U.S. patent applications**[71](index=71&type=chunk) - The company operates in a highly competitive and evolving battery cell market, competing with established and emerging EV battery cell producers and material suppliers. Success depends on electrolyte performance, cost, safety, energy density, battery life, and non-technical factors like brand and customer relationships[72](index=72&type=chunk)[73](index=73&type=chunk)[76](index=76&type=chunk) - As of February 1, 2023, Solid Power employed **236 full-time employees**, representing a growth of over **100 employees** in the past year, with a focus on competitive compensation, benefits, and equity compensation to attract and retain talent[82](index=82&type=chunk)[83](index=83&type=chunk) [Item 1A. Risk Factors](index=23&type=section&id=Item%201A.%20Risk%20Factors) Solid Power faces risks from R&D stage operations, including commercialization, market adoption, partnership dependencies, financial losses, and intellectual property protection - Developing solid-state battery cells for high-volume production with acceptable performance, yields, and costs is challenging and unpredictable, potentially delaying revenue generation from licensing or electrolyte sales[98](index=98&type=chunk)[99](index=99&type=chunk) - There is no established commercial market for sulfide-based electrolytes, and the company's ability to attract customers and compete depends on successfully developing battery cells that outperform traditional lithium-ion batteries[104](index=104&type=chunk) - The company's cells require extensive safety testing before EV installation, and any identified safety issues could lead to design changes, delays, or suspension of commercialization[107](index=107&type=chunk) - Reliance on non-exclusive JDAs with BMW, Ford, and SK On means partners may pursue other technologies or terminate agreements if milestones are not met, potentially impairing revenue and reputation[109](index=109&type=chunk)[110](index=110&type=chunk) - The company has not yet reached commercial agreements on economic terms for cell technology supply or electrolyte sales with partners, making revenue projections uncertain[112](index=112&type=chunk)[114](index=114&type=chunk) - Solid Power is a research and development stage company with a history of financial losses (**$59.1 million operating loss in 2022**, **$19.0 million accumulated deficit**) and expects to incur significant expenses and continuing losses for the foreseeable future[159](index=159&type=chunk) - The company relies heavily on owned and exclusively-licensed intellectual property (patents, trade secrets) and faces risks of unauthorized use, infringement claims, and challenges in maintaining and enforcing these rights globally[148](index=148&type=chunk)[149](index=149&type=chunk)[150](index=150&type=chunk)[154](index=154&type=chunk) - Future growth is highly dependent on consumer adoption of EVs, and the market is highly competitive with evolving technologies and regulatory landscapes[142](index=142&type=chunk)[136](index=136&type=chunk)[137](index=137&type=chunk)[138](index=138&type=chunk) - As a public company, Solid Power incurs significant expenses and administrative burdens, including compliance costs, and faces risks related to managing growth and retaining key personnel[177](index=177&type=chunk)[178](index=178&type=chunk)[165](index=165&type=chunk)[130](index=130&type=chunk) [Item 1B. Unresolved Staff Comments](index=66&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reported no unresolved staff comments from the SEC - There are no unresolved staff comments[236](index=236&type=chunk) [Item 2. Properties](index=66&type=section&id=Item%202.%20Properties) Solid Power operates two leased facilities in Colorado for cell production, R&D, and electrolyte manufacturing, totaling approximately 104,000 square feet - Operates two leased facilities in Colorado: Louisville (**29,000 sq ft**, lease expires Sept 2029) for cell production, R&D, and small-scale electrolyte manufacturing; and Thornton (**75,000 sq ft**, lease expires March 2029) for pilot electrolyte production, R&D, and office space[237](index=237&type=chunk)[238](index=238&type=chunk) [Item 3. Legal Proceedings](index=66&type=section&id=Item%203.%20Legal%20Proceedings) Solid Power is not currently involved in any litigation or legal proceedings expected to have a material adverse effect on its business - The company is not currently involved in any litigation or legal proceedings likely to have a material adverse effect on its business[239](index=239&type=chunk) [Item 4. Mine Safety Disclosures](index=66&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to Solid Power, Inc - Mine Safety Disclosures are not applicable to the company[240](index=240&type=chunk) PART II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=67&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Solid Power's common stock and warrants trade on Nasdaq, with 34 common stock holders and four warrant holders as of February 27, 2023, and no recent unregistered sales or issuer purchases - Common stock and warrants are traded on Nasdaq under symbols "SLDP" and "SLDPW"[243](index=243&type=chunk) - As of February 27, 2023, there were **34 holders of common stock** and **four holders of warrants**[244](index=244&type=chunk) - No recent sales of unregistered securities or issuer purchases of equity securities were reported[245](index=245&type=chunk)[246](index=246&type=chunk) [Item 6. [Reserved]](index=68&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved and contains no information [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=68&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Solid Power, an R&D company, reported increased operating losses in 2022 due to higher R&D and G&A costs, offset by nonoperating income, maintaining strong liquidity for future capital expenditures - Solid Power is a research and development-stage company, with revenue primarily from government contracts and R&D licensing activities, not yet generating significant revenue from electrolyte sales or cell design licensing[258](index=258&type=chunk)[260](index=260&type=chunk) Consolidated Summary of Operating Results (in thousands) | (in thousands) | Year Ended December 31, 2022 | Year Ended December 31, 2021 | Change | % | | :--------------- | :--------------------------- | :--------------------------- | :----- | :-- | | Revenue | $ 11,789 | $ 2,712 | $ 9,077 | 335 % | | Direct costs | 9,592 | 3,073 | 6,519 | 212 % | | Research and development | 38,592 | 17,102 | 21,490 | 126 % | | Marketing and sales | 3,692 | 3,428 | 264 | 8 % | | General and administrative | 19,032 | 5,655 | 13,377 | 237 % | | Total operating expenses | 70,908 | 29,258 | 41,650 | 142 % | | Operating Loss | (59,119) | (26,546) | (32,573) | (123)% | | Total nonoperating income | $ 49,337 | $ 44,613 | $ 4,724 | NM | | Net Income (Loss) | $ (9,555) | $ 18,092 | $(27,647) | (153)% | | Comprehensive loss attributable to Common Stockholders | $(12,714) | $ 12,656 | $(25,370) | NM | - The increase in operating loss in 2022 was primarily due to increased research and development costs (up **126% to $38.6 million**) and general and administrative expenses (up **237% to $19.0 million**), driven by expanded development efforts and public company status[265](index=265&type=chunk) - Nonoperating income increased in 2022 due to higher interest income from strategic cash investments and the absence of prior year's expense related to a manufacturing rights agreement termination, partially offset by a decrease in the gain on fair value adjustment of warrant liabilities[266](index=266&type=chunk) Total Liquidity (in thousands) | (in thousands) | December 31, 2022 | December 31, 2021 | | :---------------- | :---------------- | :---------------- | | Cash and cash equivalents | $ 50,123 | $ 513,447 | | Marketable securities | 272,957 | 75,885 | | Long-term investments | 172,974 | — | | **Total liquidity** | **$ 496,054** | **$ 589,332** | - Anticipated 2023 capital and operational expenditures are between **$50 million and $60 million**, primarily for finishing the electrolyte facility and enhancing production capabilities[274](index=274&type=chunk) - The company believes its cash on hand is sufficient to meet operating cash needs, working capital, and capital expenditure requirements for at least the next 12 months and longer term until adequate cash flows from licensing/electrolyte sales are generated[275](index=275&type=chunk) Cash Flows Summary (in thousands) | (in thousands) | Year Ended December 31, 2022 | Year Ended December 31, 2021 | Year Ended December 31, 2020 | | :------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | | Net cash used in operating activities | $ (33,824) | $ (25,440) | $(9,995) | | Net cash used in investing activities | $(429,985) | $ (88,883) | $(1,060) | | Net cash provided by financing activities | $ 485 | $ 622,796 | $ 5,395 | - Cash used in operating activities increased from 2021 to 2022 due to higher operating losses, driven by increased R&D and G&A expenses[281](index=281&type=chunk) - Cash used in investing activities significantly increased from 2021 to 2022, primarily due to capital expenditures for custom manufacturing equipment, expansion of electrolyte production capabilities, and the installation of the EV line, as well as net purchases of marketable securities[283](index=283&type=chunk) - Net cash provided by financing activities in 2022 was primarily from stock option exercises, a significant decrease from 2021 which included proceeds from the business combination and Series B Financing[285](index=285&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=81&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Solid Power faces credit risks from cash, receivables, and marketable securities, mitigated by reputable financial institutions, with significant revenue concentration but no credit losses - The company is exposed to credit risk primarily from cash, accounts receivable, and marketable securities[301](index=301&type=chunk)[302](index=302&type=chunk) - Credit risk is mitigated by depositing cash with large, reputable financial institutions and investing in high-credit-rated instruments[302](index=302&type=chunk)[356](index=356&type=chunk) - A significant portion of revenue (**82% in 2022**, **87% in 2021**) is concentrated among four customers, but no customer credit losses have been experienced[303](index=303&type=chunk)[358](index=358&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=83&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents Solid Power's audited consolidated financial statements for 2022, 2021, and 2020, prepared under GAAP, with an unqualified opinion from Ernst & Young LLP, noting a critical audit matter regarding warrant liability valuation - The consolidated financial statements for the years ended December 31, 2022, 2021, and 2020 are presented in accordance with U.S. GAAP[308](index=308&type=chunk)[344](index=344&type=chunk) - Ernst & Young LLP issued an unqualified opinion on the consolidated financial statements and the effectiveness of internal control over financial reporting as of December 31, 2022[308](index=308&type=chunk)[309](index=309&type=chunk)[320](index=320&type=chunk)[321](index=321&type=chunk) - A critical audit matter involved the valuation of the Private Placement Warrant Liability, specifically the judgmental nature of selecting the Black-Scholes model and its assumptions, particularly the volatility derived from guideline public companies[314](index=314&type=chunk)[315](index=315&type=chunk) Consolidated Balance Sheets (in thousands) | (in thousands) | December 31, 2022 | December 31, 2021 | | :------------------------------ | :---------------- | :---------------- | | **Assets** | | | | Cash and cash equivalents | $ 50,123 | $ 513,447 | | Marketable securities | 272,957 | 75,885 | | Total current assets | 327,808 | 594,377 | | Property, Plant and Equipment, net | 82,761 | 22,082 | | Long-term Investments | 172,974 | — | | Total assets | $ 594,446 | $ 617,680 | | **Liabilities and Stockholders' Equity** | | | | Accounts payable | $ 10,070 | $ 4,326 | | Deferred revenue | 4,050 | 500 | | Total current liabilities | 20,733 | 8,366 | | Warrant Liabilities | 9,117 | 50,020 | | Total liabilities | 39,074 | 59,015 | | Total stockholders' equity | 555,372 | 558,665 | | Total liabilities and stockholders' equity | $ 594,446 | $ 617,680 | Consolidated Statements of Operations (in thousands) | (in thousands) | For the Years Ended December 31, 2022 | For the Years Ended December 31, 2021 | For the Years Ended December 31, 2020 | | :------------------------------ | :------------------------------------ | :------------------------------------ | :------------------------------------ | | Revenue | $ 11,789 | $ 2,712 | $ 2,103 | | Total operating expenses | 70,908 | 29,258 | 13,696 | | Operating Loss | (59,119) | (26,546) | (11,593) | | Total nonoperating income (expense) | 49,337 | 44,613 | (2,664) | | Net Income (Loss) | $ (9,555) | $ 18,092 | $ (14,375) | | Basic earnings (loss) per share | (0.05) | 0.13 | (0.21) | | Diluted earnings (loss) per share | (0.05) | 0.11 | (0.21) | Consolidated Statements of Cash Flows (in thousands) | (in thousands) | For the Years Ended December 31, 2022 | For the Years Ended December 31, 2021 | For the Years Ended December 31, 2020 | | :------------------------------ | :------------------------------------ | :------------------------------------ | :------------------------------------ | | Net cash used in operating activities | $ (33,824) | $ (25,440) | $(9,995) | | Net cash used in investing activities | $(429,985) | $ (88,883) | $(1,060) | | Net cash provided by financing activities | $ 485 | $ 622,796 | $ 5,395 | | Net (decrease) increase in cash and cash equivalents | (463,324) | 508,473 | (5,660) | | Cash and cash equivalents at end of period | 50,123 | 513,447 | 4,974 | - The business combination on December 8, 2021, was accounted for as a reverse recapitalization, with Legacy Solid Power treated as the accounting acquirer. The equity structure was restated to reflect the Company's common stock shares[343](index=343&type=chunk)[345](index=345&type=chunk)[347](index=347&type=chunk)[388](index=388&type=chunk)[389](index=389&type=chunk)[390](index=390&type=chunk) - Property, plant, and equipment, net, increased significantly from **$22.1 million in 2021 to $82.8 million in 2022**, primarily due to investments in commercial production equipment, laboratory equipment, leasehold improvements, and construction in progress for the second dry room, EV pilot line, and Thornton electrolyte production facility[330](index=330&type=chunk)[397](index=397&type=chunk)[398](index=398&type=chunk)[399](index=399&type=chunk)[400](index=400&type=chunk) - Warrant Liabilities decreased from **$50.0 million in 2021 to $9.1 million in 2022**, with a gain recognized from changes in fair value of **$40.9 million in 2022**[330](index=330&type=chunk)[423](index=423&type=chunk) - Total equity-based compensation costs increased from **$2.7 million in 2021 to $8.7 million in 2022**, with future unrecognized compensation costs related to unvested options at **$19.3 million** as of December 31, 2022[440](index=440&type=chunk) - The company reported a net loss of **$9.6 million in 2022**, resulting in basic and diluted EPS of **$(0.05)**[333](index=333&type=chunk)[453](index=453&type=chunk) - The company adopted new accounting standards for Leases (Topic 842) and Financial Instruments – Credit Losses (Topic 326) as of January 1, 2022, which resulted in the recognition of right-of-use assets and lease liabilities but did not materially affect the statement of operations or cash flows[383](index=383&type=chunk)[384](index=384&type=chunk)[385](index=385&type=chunk) [Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=121&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) Solid Power reported no changes in or disagreements with accountants on accounting and financial disclosure - No changes in or disagreements with accountants on accounting and financial disclosure were reported[480](index=480&type=chunk) [Item 9A. Controls and Procedures](index=121&type=section&id=Item%209A.%20Controls%20and%20Procedures) Solid Power's disclosure controls were effective as of December 31, 2022, with the 2021 material weakness in complex transaction accounting remediated through personnel, technical accounting, and control framework enhancements - Disclosure controls and procedures were evaluated and deemed effective as of December 31, 2022[481](index=481&type=chunk) - The material weakness in internal control over financial reporting identified in 2021, related to the review of complex transactions, was remediated as of December 31, 2022[486](index=486&type=chunk)[487](index=487&type=chunk) - Remediation actions included hiring additional personnel, improving technical accounting capabilities, designing and implementing a formalized internal control framework, and strengthening control processes[487](index=487&type=chunk) [Item 9B. Other Information](index=122&type=section&id=Item%209B.%20Other%20Information) This item reports that there is no other information to disclose - No other information is reported under this item[488](index=488&type=chunk) [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=122&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to Solid Power, Inc - Disclosure regarding foreign jurisdictions that prevent inspections is not applicable[489](index=489&type=chunk) PART III [Item 10. Directors, Executive Officers and Corporate Governance](index=123&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information on executive officers is provided, while other details on directors and corporate governance are incorporated by reference from the 2023 Proxy Statement - Information on executive officers is included in the report, while other details on directors and corporate governance are incorporated by reference from the 2023 Proxy Statement[491](index=491&type=chunk) [Item 11. Executive Compensation](index=123&type=section&id=Item%2011.%20Executive%20Compensation) Executive compensation information is incorporated by reference from the company's 2023 Proxy Statement - Executive compensation information is incorporated by reference from the 2023 Proxy Statement[492](index=492&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=123&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Security ownership information for beneficial owners and management, and related stockholder matters, is incorporated by reference from the 2023 Proxy Statement - Security ownership information for beneficial owners and management, and related stockholder matters, is incorporated by reference from the 2023 Proxy Statement[493](index=493&type=chunk) [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=123&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Details regarding certain relationships, related transactions, and director independence are incorporated by reference from the 2023 Proxy Statement - Information on certain relationships, related transactions, and director independence is incorporated by reference from the 2023 Proxy Statement[494](index=494&type=chunk) [Item 14. Principal Accounting Fees and Services](index=123&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Information concerning principal accounting fees and services is incorporated by reference from the company's 2023 Proxy Statement - Information on principal accounting fees and services is incorporated by reference from the 2023 Proxy Statement[495](index=495&type=chunk) PART IV [Item 15. Exhibits, Financial Statement Schedules](index=124&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists all exhibits and financial statement schedules filed as part of the 10-K report, including consolidated financial statements and various agreements, with many incorporated by reference - This section lists all exhibits and financial statement schedules, including consolidated financial statements, business combination agreements, equity incentive plans, and other legal documents[498](index=498&type=chunk)[499](index=499&type=chunk)[500](index=500&type=chunk) - Many exhibits are incorporated by reference from prior SEC filings, such as Form 424B3, 8-K, S-4, and S-8[498](index=498&type=chunk)[500](index=500&type=chunk) [Item 16. Form 10-K Summary](index=130&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item indicates that no Form 10-K summary is provided - No Form 10-K summary is provided[507](index=507&type=chunk)

Solid Power, Inc. (NASDAQ:SLDP) Q4 2022 Results Conference Call February 28, 2023 5:00 PM ET Company Participants Jennifer Almquist - IR Dave Jansen - CEO Kevin Paprzycki - CFO Conference Call Participants P.J. Juvekar - Citi Brian Dobson - Chardan Capital Markets David Johnson - D.A. Davidson Operator Greetings. Welcome to the Solid Power, Inc. Full Year 2022 Financial Results and Business Update Call. Please note that this conference is being recorded. I will turn the conference over to your host, Jennife ...

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements](index=7&type=section&id=Item%201.%20Financial%20Statements) This section presents Solid Power, Inc.'s unaudited condensed consolidated financial statements, covering balance sheets, operations, cash flows, and accounting notes [Condensed Consolidated Balance Sheets](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased slightly to $597.8 million, driven by reduced cash, while liabilities decreased to $44.8 million due to lower warrant liabilities Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | September 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Total Assets** | **$597,779** | **$617,680** | | Cash and cash equivalents | $97,700 | $513,447 | | Marketable securities & Long-term Investments | $409,873 | $75,885 | | Property, Plant and Equipment, net | $74,381 | $22,082 | | **Total Liabilities** | **$44,828** | **$59,015** | | Warrant Liabilities | $21,837 | $50,020 | | **Total Stockholders' Equity** | **$552,951** | **$558,665** | [Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20(Loss)) Q3 revenue increased to $2.8 million, but operating loss widened to $15.6 million; nine-month net loss narrowed to $9.1 million due to warrant liability fair value change Statement of Operations Highlights (in thousands) | Metric | Q3 2022 | Q3 2021 | Nine Months 2022 | Nine Months 2021 | | :--- | :--- | :--- | :--- | :--- | | Revenue | $2,813 | $628 | $7,591 | $1,669 | | Total operating expenses | $18,412 | $9,109 | $49,199 | $20,492 | | Operating loss | $(15,599) | $(8,481) | $(41,608) | $(18,823) | | Change in fair value of warrant liabilities | $0 | $0 | $28,183 | $0 | | Net loss | $(12,399) | $(8,450) | $(9,076) | $(24,864) | | Net loss per share | $(0.07) | $(0.08) | $(0.05) | $(0.28) | [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operations increased to $30.5 million, investing activities surged to $385.8 million, leading to a significant decrease in cash to $97.7 million Cash Flow Summary (in thousands) | Activity | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :--- | :--- | :--- | | Net cash used in operating activities | $(30,486) | $(18,033) | | Net cash used in investing activities | $(385,782) | $(6,762) | | Net cash provided by financing activities | $521 | $129,093 | | **Net decrease in cash** | **$(415,747)** | **$104,298** | | Cash at end of period | $97,700 | $109,272 | [Notes to Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the company's all-solid-state battery business, reverse recapitalization, property and equipment investments, fair value measurements, and stock-based compensation - The company is developing **all-solid-state battery cell technology** for EVs, planning to license its technology and sell its sulfide-based solid electrolyte[30](index=30&type=chunk) - The December 2021 business combination with DCRC was accounted for as a **reverse recapitalization**, with Legacy Solid Power as the accounting acquirer[32](index=32&type=chunk)[45](index=45&type=chunk) - Net property, plant, and equipment increased to **$74.4 million** from **$22.1 million**, driven by expanded electrolyte production and a second EV cell pilot line[49](index=49&type=chunk)[50](index=50&type=chunk)[51](index=51&type=chunk) - Total stock-based compensation expense for the nine months ended September 30, 2022, was **$6.5 million**, a significant increase from **$1.0 million** in the prior year[84](index=84&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's all-solid-state battery development, operational updates including cell shipments and facility expansion, and financial results highlighting revenue growth, increased expenses, and liquidity [Overview](index=30&type=section&id=Overview) Solid Power is developing all-solid-state battery cells for EVs, shipping 20 Ah cells to OEMs, expanding electrolyte production, and pursuing a 'capital light' licensing and sales model - The company began shipping **20 Ah cells** to automotive OEM partners for initial testing during Q3 2022[108](index=108&type=chunk) - Construction is underway for a second facility in Thornton, CO, to expand sulfide-based electrolyte production, expected to begin operations in **Q1 2023**[108](index=108&type=chunk) - The business model involves licensing cell designs and selling its proprietary sulfide-based solid electrolyte, aiming for a **'capital light' strategy**[110](index=110&type=chunk)[112](index=112&type=chunk) [Results of Operations](index=34&type=section&id=Results%20of%20Operations) Nine-month revenue increased by 355% to $7.6 million, but operating expenses grew 140% to $49.2 million, resulting in a $41.6 million operating loss, though net loss improved to $9.1 million due to warrant liabilities Comparison of Operating Results (in thousands) | Metric | Nine Months 2022 | Nine Months 2021 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Revenue | $7,591 | $1,669 | $5,922 | 355% | | Research and development | $24,811 | $10,709 | $14,102 | 132% | | General and administrative | $13,212 | $6,200 | $7,012 | 113% | | Total operating expenses | $49,199 | $20,492 | $28,707 | 140% | | Operating Loss | $(41,608) | $(18,823) | $(22,785) | 121% | | Net loss | $(9,076) | $(24,864) | $15,778 | (63)% | - The increase in operating loss was driven by higher **R&D costs** from expanded development efforts and increased **G&A costs** related to being a public company[127](index=127&type=chunk) [Liquidity and Capital Resources](index=37&type=section&id=Liquidity%20and%20Capital%20Resources) Total liquidity was $507.6 million, deemed sufficient for the next 12 months, with significant capital expenditures planned for the new electrolyte production facility Total Liquidity (in thousands) | Component | September 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | Cash and cash equivalents | $97,700 | $513,447 | | Marketable securities | $270,839 | $75,885 | | Long-term investments | $139,034 | $0 | | **Total liquidity** | **$507,573** | **$589,332** | - Management believes current liquidity is sufficient to meet operating and capital needs for at least the **next 12 months**[130](index=130&type=chunk) - Significant capital expenditures for the next 12 months will be for the construction of the **second production facility** in Thornton, Colorado[129](index=129&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=39&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) No material changes to the company's market risk occurred during Q3 2022, consistent with prior disclosures in the Annual Report on Form 10-K - There have been **no material changes** to the Company's market risk during the third quarter of 2022[139](index=139&type=chunk) [Item 4. Controls and Procedures](index=39&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were effective as of September 30, 2022, with no material changes to internal controls, and ongoing remediation of a prior material weakness - Management concluded that as of September 30, 2022, the company's **disclosure controls and procedures were effective**[140](index=140&type=chunk) - The company is continuing to remediate a **material weakness** in internal control over financial reporting, with completion expected by the **end of 2022**[141](index=141&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=41&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently involved in any legal proceedings likely to have a material adverse effect on its business - The company is **not currently involved** in any legal proceedings expected to have a material adverse effect on the business[144](index=144&type=chunk) [Item 1A. Risk Factors](index=41&type=section&id=Item%201A.%20Risk%20Factors) No material changes to the company's risk factors have occurred since the filing of its 2021 Annual Report on Form 10-K - There have been **no material changes** to the company's risk factors since its 2021 Annual Report on Form 10-K[145](index=145&type=chunk) [Item 6. Exhibits](index=42&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including certifications by the CEO and CFO, and XBRL data files - The report includes a list of filed exhibits, such as the **Business Combination Agreement**, corporate governance documents, and required certifications[147](index=147&type=chunk)

Financial Data and Key Metrics Changes - The company generated third quarter revenue of $2.8 million, bringing year-to-date revenue to $7.6 million [25] - Operating expenses for the third quarter were $18.4 million, reflecting increased direct program costs and investments in operational support [26] - The operating loss for the third quarter was $15.6 million, with a net loss of $12.4 million [26] - Total liquidity at the end of the quarter was just over $507 million, consisting of cash, marketable securities, and long-term investments [27] Business Line Data and Key Metrics Changes - The company delivered over 150 units of 20 amp-hour cells to automotive partners, including Ford and BMW, with additional orders confirmed during the quarter [8][9] - Production of 20 amp-hour cells faced challenges with lower initial yields due to increased production volumes, but improvements were noted towards the end of the quarter [10][15] - The company did not produce any EV cells during the third quarter but began initial builds in the following weeks, with expectations to ramp up production [17] Market Data and Key Metrics Changes - The company is experiencing tightening in the labor market, impacting hiring timelines for battery scientists, engineers, and technicians [13] - The construction of the electrolyte production facility is nearing completion, with expectations to begin powder production in early 2023 [20][23] Company Strategy and Development Direction - The company remains focused on long-term goals, aiming to become a leader in solid-state battery technology [31] - There is a strategic shift towards optimizing production processes and addressing yield challenges as the company scales up production [11][14] - The company is also exploring benefits from the Inflation Reduction Act, which may provide direct tax credits related to production and investment in facilities [39] Management's Comments on Operating Environment and Future Outlook - Management acknowledged operational challenges but expressed optimism about the demand for 20 amp-hour cells and the potential for future improvements [15][19] - The company is committed to achieving A-sample qualification by the end of the year, although this may slip into early 2023 [18][51] - Management emphasized the importance of executing their operational plans despite external headwinds [54] Other Important Information - The company plans to push out around $25 million of capital expenditures from 2022 into 2023, adjusting total projected CapEx for the year to around $75 million to $80 million [29][30] - The electrolyte production facility's construction is complete, and the company is preparing for the installation of production equipment [22][24] Q&A Session Summary Question: Initial yields and cash needs for ramping up 20 amp-hour cells - Management does not anticipate needing additional capital to address yield challenges, emphasizing that lower yields were expected during the transition to larger cell production [34][35] Question: Labor availability and proactive steps taken - Management is implementing dual shifts in operations to optimize current staff and is exploring various strategies to attract specialized labor [36] Question: Impact of the Inflation Reduction Act on the company - Management is optimistic about both direct and indirect benefits from the Inflation Reduction Act, particularly regarding production and investment tax credits [39][40] Question: Performance of 20 amp-hour cells and partner feedback - Partners have shown encouragement with the performance of 20 amp-hour cells, leading to increased orders, although this has shifted focus away from EV cell production [46][47] Question: Production goals and supply chain outlook - Management confirmed that there are no changes to the development plan, with goals to enter the A-sample phase by the end of the year or early 2023 [51]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ Commission file number: 001-40284 SOLID POWER, INC. (Exact name of registrant as specified in its charter) (State or other jurisdicti ...

Financial Data and Key Metrics Changes - The company generated second quarter revenue of $2.6 million, bringing year-to-date revenue to $4.8 million, which is at the high end of the previous full year guidance range [19] - Operating expenses for the second quarter were $17.3 million, reflecting increased direct program costs driven by higher revenues [20] - The company recognized a gain of $27.5 million based on the market value change of warrant liabilities, resulting in a net income of $13.7 million despite an operating loss of $14.7 million [21] - Total liquidity at the end of the quarter was just over $534 million, consisting of cash, marketable securities, and long-term investments [22] Business Line Data and Key Metrics Changes - The company is on track to deliver 20 amp hour cells to Ford and BMW in the third quarter for initial testing, marking a significant step towards full-scale EV cell production [8][9] - The EV cell pilot line has been completed and is dedicated to the production of full-scale EV cell designs, with expectations to enter the A sample validation phase later this year [11][12] - Construction of the electrolyte production facility is progressing well, although there are delays due to supply chain challenges, with powder production now expected to begin in the first quarter of 2023 [14][15] Market Data and Key Metrics Changes - The company is experiencing supply chain challenges that have affected equipment delivery times, but it has managed to increase electrolyte production at its Louisville facility to meet near-term needs [14][15] - The company anticipates that the slight delay in the start of production at the electrolyte facility will not impact its cell development and delivery timeline [15] Company Strategy and Development Direction - The company is focused on strengthening its technology, development, and production capabilities while delivering shareholder value [29] - Plans are in place for an event in the first half of 2023 to showcase new operational capabilities and technology advancements [17] Management's Comments on Operating Environment and Future Outlook - Management expressed pride in the team's ability to manage supply chain challenges while keeping development plans largely on track [18][28] - The company expects total revenue for 2022 to exceed its guidance range, with a projected ending liquidity of $420 million to $440 million [26] Other Important Information - The company is executing its operational and development plans in line with projections, with cash used in operations during the first half of 2022 just under $23 million [22][23] Q&A Session Summary Question: Are OEMs looking for multiple solid-state sources? - Management indicated that while they cannot speak to specific strategies of existing partners, there is a general trend among OEMs to avoid sole sourcing, particularly for lithium-ion technology [32] Question: Has inflation changed the expense outlook or capital expenditure view? - Management stated that inflation has not significantly impacted the expense outlook, with minor fluctuations being managed effectively [33]

PART I. FINANCIAL INFORMATION [Financial Statements](index=8&type=section&id=Item%201.%20Financial%20Statements) Solid Power reported increased revenue but a wider operating loss in Q1 2022, maintaining strong liquidity with **$450.4 million** cash [Condensed Consolidated Balance Sheets](index=8&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets slightly decreased to **$613.5 million** as of March 31, 2022, while total liabilities increased to **$63.6 million** Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $450,405 | $513,447 | | Marketable securities | $102,910 | $75,885 | | Total current assets | $557,873 | $594,377 | | Property, Plant and Equipment, net | $34,978 | $22,082 | | **Total assets** | **$613,491** | **$617,680** | | **Liabilities & Equity** | | | | Total current liabilities | $6,477 | $8,366 | | Warrant Liabilities | $49,310 | $50,020 | | **Total liabilities** | **$63,646** | **$59,015** | | **Total stockholders' equity** | **$549,845** | **$558,665** | [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) Q1 2022 revenue increased to **$2.2 million**, but operating expenses rose to **$13.5 million**, resulting in an **$11.3 million** operating loss Condensed Consolidated Statements of Operations (in thousands, except per share amounts) | Metric | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :--- | :--- | :--- | | Revenue | $2,196 | $480 | | Total operating expenses | $13,508 | $4,773 | | Operating Loss | $(11,312) | $(4,293) | | Net Loss | $(10,344) | $(7,141) | | Net loss per share – Basic and Diluted | $(0.06) | $(0.10) | [Condensed Consolidated Statements of Cash Flows](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities increased to **$14.4 million** in Q1 2022, with **$48.9 million** used in investing activities Condensed Consolidated Statements of Cash Flows (in thousands) | Activity | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :--- | :--- | :--- | | Net cash used in operating activities | $(14,369) | $(3,643) | | Net cash used in investing activities | $(48,881) | $(97) | | Net cash provided by financing activities | $208 | $5,546 | | **Net (Decrease) Increase in Cash** | **$(63,042)** | **$1,806** | | Cash at end of period | $450,405 | $6,780 | [Notes to Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the company's all-solid-state battery technology, production expansion, new lease accounting, and increased stock-based compensation - The company is developing all-solid-state battery cell technology for the EV market, with a business model focused on licensing designs and selling its sulfide-based solid electrolyte. As of March 31, 2022, it has not derived material revenue from these principal activities[32](index=32&type=chunk) - The company is expanding its production capabilities with two major projects: a second cell-production line to produce larger EV-scale cells and a second facility to scale up sulfide-based solid electrolyte production. Both are expected to be completed in 2022[54](index=54&type=chunk)[55](index=55&type=chunk) - On January 1, 2022, the company adopted the new lease accounting standard (Topic 842), resulting in the recognition of a right-of-use asset of **$7.9 million** and a lease liability of **$8.2 million** on the balance sheet[43](index=43&type=chunk) - Stock-based compensation expense increased to **$1.6 million** for Q1 2022, compared to just **$70,000** in Q1 2021[89](index=89&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=34&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's development-stage all-solid-state battery technology, increased operating expenses, and strong liquidity position of **$564 million** - The company is developing its All-Solid-State Platform with the goal of outperforming traditional lithium-ion batteries in driving range, battery life, safety, and cost[112](index=112&type=chunk)[114](index=114&type=chunk) - The business model involves licensing all-solid-state battery cell designs and selling proprietary sulfide-based solid electrolyte material, which the company believes is a 'capital light' approach compared to in-house battery production[113](index=113&type=chunk)[117](index=117&type=chunk) - The company is constructing an EV cell pilot line to produce 60 to 100 Ah cells, with production for internal testing expected to begin in Q3 2022. A second facility for expanded electrolyte production is expected to come online in the second half of 2022[111](index=111&type=chunk) - As of March 31, 2022, the company had total liquidity of **$564 million**, comprising cash, cash equivalents, marketable securities, and long-term investments. Management believes this is sufficient to fund operations and capital needs for at least the next 12 months[137](index=137&type=chunk)[140](index=140&type=chunk) [Results of Operations](index=39&type=section&id=Results%20of%20Operations) Q1 2022 revenue increased by **358%** to **$2.2 million**, while total operating expenses rose **183%** to **$13.5 million**, widening the operating loss Comparison of Operating Results (in thousands) | ($ in thousands) | 2022 | 2021 | Change | % | | :--- | :--- | :--- | :--- | :--- | | Revenue | $ 2,196 | $ 480 | $ 1,716 | 358 % | | Research and development | 6,661 | 3,106 | 3,555 | 114 % | | General and administrative | 4,022 | 597 | 3,425 | 574 % | | Total operating expenses | 13,508 | 4,773 | 8,735 | 183 % | | Operating Loss | (11,312) | (4,293) | (7,019) | (163)% | [Liquidity and Capital Resources](index=41&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains strong liquidity of **$564 million** as of March 31, 2022, sufficient to fund operations and planned capital expenditures for at least 12 months - Cash used in operating activities increased to **$14.4 million** in Q1 2022 from **$3.6 million** in Q1 2021, primarily due to higher R&D and G&A expenses[143](index=143&type=chunk)[144](index=144&type=chunk) - Cash used in investing activities increased to **$48.9 million** in Q1 2022 from **$0.1 million** in Q1 2021, driven by capital expenditures for manufacturing equipment and purchases of marketable securities[143](index=143&type=chunk)[145](index=145&type=chunk) - The most significant anticipated capital expenditures for 2022 relate to the construction of a second production facility in Thornton, CO, and the installation of the EV cell pilot line[138](index=138&type=chunk)[139](index=139&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=43&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) No material changes to the company's market risk have occurred during the first quarter of 2022 - There have been no material changes to the Company's market risk during the first quarter of 2022[150](index=150&type=chunk) [Controls and Procedures](index=43&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls were effective as of March 31, 2022, while remediation of a material weakness in internal control is ongoing, expected by year-end 2022 - The principal executive officer and principal financial officer concluded that disclosure controls and procedures were effective as of March 31, 2022[151](index=151&type=chunk) - The company continues to work on remediating the material weakness in internal control over financial reporting identified in its 2021 Form 10-K, with an expected completion by the end of 2022[152](index=152&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=44&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently involved in any legal proceedings expected to have a material adverse effect on its business - The company is not currently involved in any legal proceedings that are likely to have a material adverse effect on the business[155](index=155&type=chunk) [Risk Factors](index=44&type=section&id=Item%201A.%20Risk%20Factors) No material changes to the company's risk factors have occurred since the filing of its 2021 Annual Report on Form 10-K - No material changes have occurred to the company's risk factors since the Annual Report on Form 10-K for the year ended December 31, 2021[156](index=156&type=chunk) [Other Information](index=44&type=section&id=Item%205.%20Other%20Information) The Compensation Committee approved executive base salary increases, a **50%** annual cash bonus target, and new long-term incentive awards of RSUs and stock options 2022 Executive Base Salary Adjustments | Executive | Base Salary | | :--- | :--- | | Douglas Campbell (CEO) | $340,000 | | David B. Jansen (President) | $335,000 | | Kevin Paprzycki (CFO) | $335,000 | | Jon Jacobs (CMO) | $305,000 | - An annual cash bonus target was established at **50%** of the base salary for the covered executives for the 2022 performance period[159](index=159&type=chunk) Long Term Incentive Compensation Awards (Target Dollar Values) | Executive | Total Value | RSUs | Options | | :--- | :--- | :--- | :--- | | Douglas Campbell | $3,000,000 | $1,500,000 | $1,500,000 | | David B. Jansen | $1,500,000 | $750,000 | $750,000 | | Kevin Paprzycki | $1,200,000 | $600,000 | $600,000 | | Jon Jacobs | $725,000 | $362,500 | $362,500 | - The new RSU and Option grants will vest in four equal annual installments, beginning on the first anniversary of the grant date[161](index=161&type=chunk) [Exhibits](index=47&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including corporate governance documents and officer certifications - A list of exhibits filed with the report is provided, including certifications by the CEO and CFO (Exhibits 31.1, 31.2, 32.1, 32.2) and corporate governance documents[165](index=165&type=chunk)