Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | May 13, 2022 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-439508 | |
Entity Registrant Name | Volta Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 35-2728007 | |
Entity Address, Address Line One | 155 De Haro Street | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94103 | |
City Area Code | 888 | |
Local Phone Number | 264-2208 | |
Title of 12(b) Security | Class A common stock, par value of $0.0001 per share | |
Trading Symbol | VLTA | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001819584 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Warrants | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Warrants, each exercisable for one share of Class A common stock for $11.50 per share | |
Trading Symbol | VLTA WS | |
Security Exchange Name | NYSE | |
Class A Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 167,238,734 | |
Class B Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 395,335 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 205,408,000 | $ 262,260,000 |
Accounts receivable | 5,213,000 | 12,587,000 |
Inventory | 2,355,000 | 2,726,000 |
Prepaid partnership costs - current | 8,935,000 | 8,982,000 |
Prepaid expenses and other current assets | 12,820,000 | 12,091,000 |
Total current assets | 234,731,000 | 298,646,000 |
Operating lease right-of-use assets, net | 88,226,000 | 76,364,000 |
Property and equipment, net | 124,588,000 | 97,728,000 |
Other non-current assets | 322,000 | 321,000 |
Intangible assets, net | 446,000 | 643,000 |
Goodwill | 221,000 | 221,000 |
Total assets | 448,534,000 | 473,923,000 |
Current liabilities | ||
Accounts payable | 32,126,000 | 18,460,000 |
Accounts payable - due to related party | 0 | 1,000 |
Accrued expenses and other current liabilities | 19,644,000 | 20,168,000 |
Operating lease liability - current portion | 7,405,000 | 5,952,000 |
Deferred revenue | 7,181,000 | 8,450,000 |
Term loans payable, net of unamortized debt issuance costs - current | 15,998,000 | 15,998,000 |
Warrant liability | 12,372,000 | 27,071,000 |
Total current liabilities | 94,726,000 | 96,100,000 |
Term loans payable, net of unamortized debt issuance costs and current term loan payable | 19,998,000 | 23,997,000 |
Operating lease liability - non-current portion | 75,456,000 | 64,422,000 |
Other non-current liabilities | 7,650,000 | 7,268,000 |
Total liabilities | 197,830,000 | 191,787,000 |
STOCKHOLDERS' (DEFICIT) EQUITY | ||
Class A and Class B common stock, $0.0001 and $0.001 par value respectively: 400,000,000 (Class A 350,000,000 Class B 50,000,000) shares authorized as of March 31, 2022 and December 31, 2021; 162,244,822 (Class A 161,849,487, Class B 395,335) and 162,105,399 (Class A 152,218,214, Class B 9,887,185) shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 16,000 | 16,000 |
Additional paid-in capital | 727,267,000 | 710,638,000 |
Accumulated other comprehensive income | 301,000 | 213,000 |
Accumulated deficit | (476,880,000) | (428,731,000) |
Total stockholders’ (deficit) equity | 250,704,000 | 282,136,000 |
Total liabilities, redeemable convertible preferred stock and stockholders’ (deficit) equity | $ 448,534,000 | $ 473,923,000 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Feb. 07, 2021 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 | |
Common stock, shares issued (in shares) | 162,244,822 | 162,105,399 | |
Common stock, shares outstanding (in shares) | 162,244,822 | 162,105,399 | |
Class A Common Stock | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 350,000,000 | 350,000,000 | |
Common stock, shares issued (in shares) | 161,849,487 | 152,218,214 | |
Common stock, shares outstanding (in shares) | 161,849,487 | 152,218,214 | |
Class B Common Stock | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | |
Common stock, shares issued (in shares) | 395,335 | 9,887,185 | |
Common stock, shares outstanding (in shares) | 395,335 | 9,887,185 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
REVENUES | ||
Total revenues | $ 8,386,000 | $ 4,740,000 |
COSTS AND EXPENSES | ||
Selling, general and administrative | 56,219,000 | 60,857,000 |
Depreciation and amortization | 3,695,000 | 2,173,000 |
Other operating expense | 326,000 | 120,000 |
Total costs and expenses | 69,922,000 | 68,111,000 |
Loss from operations | (61,536,000) | (63,371,000) |
OTHER (INCOME) EXPENSES | ||
Interest expense, net | 1,313,000 | 1,687,000 |
Other expense, net | 0 | 201,000 |
Change in fair value of warrant liability | (14,700,000) | (88,000) |
Total other (income) expenses | (13,387,000) | 1,800,000 |
LOSS BEFORE INCOME TAXES | (48,149,000) | (65,171,000) |
Income tax expense | 0 | 0 |
NET LOSS | (48,149,000) | (65,171,000) |
OTHER COMPREHENSIVE LOSS | ||
Foreign currency translation adjustment | 88,000 | 0 |
TOTAL COMPREHENSIVE LOSS | $ (48,061,000) | $ (65,171,000) |
Weighted-average Common Stock outstanding, diluted (Note 12 - Net loss per share) (in shares) | 18,294,483 | 7,733,885 |
Class A Common Stock | ||
OTHER (INCOME) EXPENSES | ||
NET LOSS | $ (43,027,000) | $ (33,085,000) |
OTHER COMPREHENSIVE LOSS | ||
Weighted-average Common Stock outstanding, basic (Note 12 - Net loss per share) (in shares) | 153,696,945 | 7,974,872 |
Weighted-average Common Stock outstanding, diluted (Note 12 - Net loss per share) (in shares) | 153,696,945 | 7,974,872 |
Net loss per Common Stock, basic (Note 12 - Net loss per share) (in dollars per share) | $ (0.28) | $ (4.15) |
Net loss per Common Stock, diluted (Note 12 - Net loss per share) (in dollars per share) | $ (0.28) | $ (4.15) |
Class B Common Stock | ||
OTHER (INCOME) EXPENSES | ||
NET LOSS | $ (5,122,000) | $ (32,086,000) |
OTHER COMPREHENSIVE LOSS | ||
Weighted-average Common Stock outstanding, basic (Note 12 - Net loss per share) (in shares) | 18,294,483 | 7,733,885 |
Weighted-average Common Stock outstanding, diluted (Note 12 - Net loss per share) (in shares) | 18,294,483 | 7,733,885 |
Net loss per Common Stock, basic (Note 12 - Net loss per share) (in dollars per share) | $ (0.28) | $ (4.15) |
Net loss per Common Stock, diluted (Note 12 - Net loss per share) (in dollars per share) | $ (0.28) | $ (4.15) |
Service | ||
REVENUES | ||
Total revenues | $ 7,974,000 | $ 4,231,000 |
COSTS AND EXPENSES | ||
Costs (exclusive of depreciation and amortization shown below) | 9,262,000 | 4,609,000 |
Product | ||
REVENUES | ||
Total revenues | 275,000 | 299,000 |
COSTS AND EXPENSES | ||
Costs (exclusive of depreciation and amortization shown below) | 420,000 | 352,000 |
Other | ||
REVENUES | ||
Total revenues | $ 137,000 | $ 210,000 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders' Deficit - USD ($) $ in Thousands | Total | Series D | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2020 | 76,494,000 | 24,696,000 | |||||
Beginning balance at Dec. 31, 2020 | $ (138,902) | $ 182,599 | $ 1 | $ 13,233 | $ 0 | $ (152,136) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of Series D preferred stock (in shares) | 2,256,000 | ||||||
Issuance of Series D preferred stock | $ 13,721 | ||||||
Issuance of Series D preferred stock - related party | 2,466,000 | ||||||
Issuance of Series D preferred stock - related party | $ 15,000 | ||||||
Issuance Costs - Series D | $ (1,290) | ||||||
Issuance of restricted stock awards - related party (in shares) | 6,917,000 | ||||||
Issuance of restricted stock awards - related party | $ 40,237 | $ 1 | 40,236 | ||||
Issuance of Common Stock upon exercise of options (in shares) | 12,796,353 | 619,000 | |||||
Issuance of Common Stock upon exercise of options | $ 864 | $ 1 | 863 | ||||
Stock-based compensation expense - options | 5,283 | 5,283 | |||||
Other comprehensive gain/loss | 0 | ||||||
Net loss | (65,171) | (65,171) | |||||
Ending balance (in shares) at Mar. 31, 2021 | 81,216,000 | 32,232,000 | |||||
Ending balance at Mar. 31, 2021 | (157,689) | $ 210,030 | $ 3 | 59,615 | 0 | (217,307) | |
Beginning balance (in shares) at Dec. 31, 2020 | 76,494,000 | 24,696,000 | |||||
Beginning balance at Dec. 31, 2020 | $ (138,902) | $ 182,599 | $ 1 | 13,233 | 0 | (152,136) | |
Ending balance (in shares) at Dec. 31, 2021 | 162,105,399 | 0 | 162,105,000 | ||||
Ending balance at Dec. 31, 2021 | $ 282,136 | $ 0 | $ 16 | 710,638 | 213 | (428,731) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of Common Stock upon exercise of options (in shares) | 139,423 | 139,000 | |||||
Issuance of Common Stock upon exercise of options | $ 144 | 144 | |||||
Stock-based compensation expense - options | 16,485 | 16,485 | |||||
Other comprehensive gain/loss | 88 | 88 | |||||
Net loss | $ (48,149) | (48,149) | |||||
Ending balance (in shares) at Mar. 31, 2022 | 162,244,822 | 0 | 162,244,000 | ||||
Ending balance at Mar. 31, 2022 | $ 250,704 | $ 0 | $ 16 | $ 727,267 | $ 301 | $ (476,880) |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (48,149) | $ (65,171) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Reduction in the carrying amount of ROU assets | 2,289 | 1,094 |
Depreciation and amortization | 3,695 | 2,173 |
Stock-based compensation | 16,485 | 45,519 |
Amortization of debt issuance costs | 84 | 0 |
Accretion expense | 43 | 0 |
Non-cash interest expense | 0 | 84 |
Revaluation of warrant liability to estimated fair value | (14,700) | (88) |
Expenses related to invoices in dispute | 0 | 624 |
Loss on disposal of property and equipment and inventory | 326 | 0 |
Other | 0 | 120 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 7,450 | 244 |
Inventory | 372 | 582 |
Prepaid expenses and other current assets | (743) | (4,793) |
Prepaid partnership costs | (845) | 349 |
Operating lease right-of-use asset | (13,703) | (4,657) |
Other non-current assets | (1) | (216) |
Accounts payable | 13,666 | 4,906 |
Accounts payable - due to related party | (1) | 143 |
Accrued expenses and other current liabilities | (13,225) | (4,709) |
Accrued interest | (1,294) | (1,399) |
Deferred revenue | (1,959) | (476) |
Lease incentive liability | 22 | (5) |
Operating lease liability | 12,486 | 3,960 |
Other noncurrent liabilities | 3,365 | (18) |
Contingent liability | 500 | 0 |
Net cash used in operating activities | (33,837) | (21,734) |
Cash flows from investing activities | ||
Purchase of property and equipment | (17,384) | (3,572) |
Capitalization of internal-use software | (1,611) | (14) |
Disposal of property and equipment | 0 | 179 |
Net cash used in investing activities | (18,995) | (3,407) |
Cash flows from financing activities | ||
Due from employees for taxes paid on partial recourse notes | 0 | (8,340) |
Proceeds from issuance of Series D-1 convertible notes | 28,721 | |
Payments of long term debt | (4,083) | 0 |
Proceeds from exercise of stock options | 159 | 864 |
Payment of issuance costs related to Series D and D-1 preferred stock | (1,290) | |
Proceeds from financing activity | 0 | 0 |
Payment of financing activity principal | (184) | (145) |
Net cash (used in) provided by financing activities | (4,108) | 19,810 |
Effect of exchange rate changes on cash and cash equivalents | 88 | 0 |
Net decrease in cash and cash equivalents | (56,852) | (5,331) |
Cash and cash equivalents, beginning of period | 58,806 | |
Cash and cash equivalents, end of period | 205,408 | 53,475 |
Supplemental disclosures of cash flow information | ||
Cash paid for interest | 1,504 | 2,523 |
Non-cash investing and financing activities | ||
Purchases of property and equipment not yet settled | 18,167 | 5,281 |
Initial recognition of operating lease right-of-use asset | 13,989 | 4,835 |
Initial recognition of operating lease liability | $ 13,511 | $ 4,471 |
Description of business
Description of business | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of business | Note 1 - Description of Business Volta Inc. is a holding company for its wholly-owned subsidiaries, Volta Charging Industries, LLC, Volta Charging, LLC, Volta Charging Services, LLC, Volta Canada Inc., Volta Charging Germany GmbH, Volta France SARL, Volta Rakko B.V., Rakko Holding B.V. and Volta Media, LLC (inactive) (collectively, the "Company" or "Volta"). Volta Canada Inc., was formed on March 25, 2021. Volta Charging Germany GmbH and Volta France SARL were formed on April 13, 2021. Volta Rakko Holding B.V.and Rakko B.V. were formed on March 8 and March 9, 2022, respectively. The Company is headquartered in San Francisco, California. The Company operates a network of smart media-enabled charging stations for electric vehicles across the U.S. Revenue is primarily derived by selling paid advertising on the media-enabled charging station network, and installing and maintaining charging stations. On August 26, 2021 ("Closing Date"), Tortoise Acquisition Corp. II ("Tortoise Corp II") consummated the reverse recapitalization (the "Reverse Recapitalization") contemplated by the Business Combination Agreement, by and among Tortoise Corp II, SNPR Merger Sub I, Inc., SNPR Merger Sub II, LLC, and Volta Industries, Inc. (“Legacy Volta”). On the Closing Date, and in connection with the closing of the Business Combination Agreement (the "Closing"), Tortoise Corp II was renamed Volta Inc. and began trading on the New York Stock Exchange ("NYSE") under the ticker symbol "VLTA". The Company's warrants exercisable for 11.50 per share of Volta's Class A common stock (the "Public Warrants") also trade on the NYSE under the ticker symbol "VLTA WS". A substantial portion of the Company’s operations and assets are located in the U.S., and the Company's revenues are primarily attributable to customers located in the U.S. |
Summary of significant accounti
Summary of significant accounting policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Note 2 - Summary of Significant Accounting Policies Basis of presentation and consolidation The accompanying condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP") and include the accounts and operations of Volta Inc. and its wholly-owned subsidiaries. Volta Charging, LLC is the primary U.S. operating subsidiary of the Company. All intercompany accounts and transactions have been eliminated upon consolidation. Use of estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates, judgments and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Significant items subject to management’s estimates and assumptions include, but are not limited to, assumptions underlying the determination of the stand-alone selling prices ("SSP") for performance obligations within revenue arrangements, the fair value of consideration payable to a customer in revenue arrangements, allowance for doubtful accounts, inventory valuation, stock-based compensation, tax valuation allowance, warrant valuation, the incremental borrowing rate for right-of-use ("ROU") assets and lease liabilities, lease term, the valuation and useful lives of property and equipment, goodwill and intangibles, term loan payable and the valuation of assets acquired and liabilities assumed on August 26, 2021, in the Reverse Recapitalization. The Company believes that the estimates and judgments upon which it relies are reasonable based upon information available to the Company at the time that these estimates and judgments are made. The Company periodically evaluates such estimates and adjusts prospectively based upon such periodic evaluation. Actual results could differ materially from those estimates using different assumptions or under different conditions. Reclassifications Certain prior period amounts have been reclassified to conform to current period presentation. These reclassifications have no effect on previously reported results of operations or loss per share. Cash, cash equivalents, and restricted cash Cash and cash equivalents include on-demand deposits with banks and a mutual fund, respectively, for which cost approximates the fair value. Restricted cash as of March 31, 2022 and December 31, 2021 includes $0.1 million held in escrow related to payments to contractors. Accounts receivable and allowance for doubtful accounts Accounts receivable primarily includes amounts related to receivables from our sales of media, site partnerships and installation of stalls and stations. We provide an allowance against accounts receivable for the amount we expect to be uncollectible. We write-off accounts receivable against the allowance when they are deemed uncollectible. Unbilled receivables result from amounts recognized as revenues but not yet invoiced as of the condensed consolidated balance sheet date. As of March 31, 2022 and December 31, 2021, the Company had $0.9 million and $0.8 million, respectively, in unbilled receivables related to network development revenue, which are included in the accounts receivable balance. The Company had no allowance for doubtful accounts as of March 31, 2022 and December 31, 2021. Concentration of risk Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and accounts receivable. The Company’s cash is held on deposit with high-credit quality financial institutions. Such deposits may at times exceed federally insured limits. The Company has not experienced losses in such amounts or accounts. As of March 31, 2022, two customers accounted for 23.0% and 10.3% of the Company's accounts receivable balance, respectively. As of December 31, 2021, three customers accounted for 18.7%, 22.0% and 30.5% of the Company's accounts receivable balance. For the three months ended March 31, 2022, four customers accounted for 11.5%, 13.2%, 14.2%, and 10.7% of the Company's revenue, respectively. For the three months ended March 31, 2021, three customers accounted for 24.3%, 21.3% and 17.8% of the Company's revenue, respectively. Revenue generated by these customers arises from a portfolio of contracts with multiple, separate, legal entities. The Company mitigates concentration risk as all contracts are executed with these separate, legal entities. As of March 31, 2022, one vendor accounted for 10.7% of the Company's accounts payable orders. As of December 31, 2021, no supplier accounted for more than 10.0% of the Company's accounts payable orders. The Company mitigates concentration risk by maintaining contracts and agreements with alternative suppliers and is actively expanding its supplier network. Fair value of financial instruments The Company evaluates the fair value measurements of all financial assets and liabilities. Fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. A three-tiered hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value. This hierarchy requires that the Company use observable market data, when available, and minimize the use of unobservable inputs when determining fair value: • Level 1, observable inputs such as quoted prices in active markets; • Level 2, inputs other than the quoted prices in active markets that are observable either directly or indirectly; • Level 3, unobservable inputs in which there is little or no market data, which requires that the Company develop its own assumptions. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company's assessment of the significance of a particular input to the fair value measurements requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. Foreign currency The functional currency of our foreign subsidiaries is the local currency or U.S. dollar depending on the nature of the subsidiaries' activities. Monetary assets and liabilities, and transactions denominated in currencies other than the functional currency are remeasured to the functional currency at the exchange rate in effect at the end of the period and are recorded in the current period condensed consolidated statement of operations and comprehensive loss. Gains and losses resulting from remeasurement are recorded in foreign exchange gains (losses), net within other expense, net in the accompanying condensed consolidated statement of operations and comprehensive loss. Subsidiary assets and liabilities with non-U.S. dollar functional currencies are translated at the month-end rate, retained earnings and other equity items are translated at historical rates, and revenues and expenses are translated at average exchange rates during the year. Cumulative translation adjustments are recorded within accumulated other comprehensive income, a separate component of total shareholders' (deficit) equity. Inventory Inventory consists of finished goods in the form of assembled charging stations. Inventory is measured using the first-in, first-out ("FIFO") method and stated at the lower of cost or net realizable value as of March 31, 2022 and December 31, 2021. The value of inventories is reduced for excess and obsolete inventories. The Company monitors inventory to identify events that would require impairment due to obsolete inventory and adjusts the value of inventory when required. The Company recorded no inventory impairment losses for the three months ended March 31, 2022 and 2021. Prepaid partnership costs Prepaid partnership costs consists of licensing fees paid to site partners in Network Development arrangements for the exclusive right to display media on media-enabled charging stations in advance of the lease commencement date. Upon lease commencement, the costs are included in the ROU asset balance. Property and equipment are stated at cost, less accumulated depreciation and amortization. The cost of maintenance and repairs is expensed as incurred, and expenditures that extend the useful lives of assets are capitalized. Charging stations, digital media screens, capitalized research and development equipment, computers and equipment, and furniture are depreciated and amortized using the straight-line method over the estimated useful lives of the respective assets. Leasehold improvements are depreciated using the straight-line method over the shorter of the estimated useful lives of the assets or the lease term, ranging from two Asset Useful Lives (In Years) Charging stations and digital media screens 5-10 Capitalized research and development equipment 2-5 Computers and equipment 3-5 Furniture 5 Leasehold improvements 2-5 Capitalized software 3 Construction in progress includes all costs capitalized related to projects, primarily related to installation of assets that have yet to be placed in service including in-process engineering and construction activities. When assets are retired or otherwise disposed of, the cost and accumulated depreciation or amortization are removed from the condensed consolidated balance sheets, and any resulting gain or loss is reflected in the condensed consolidated statements of operations and comprehensive loss in the period realized. For the three months ended March 31, 2022 and 2021, losses of $0.3 million and $0.1 million, respectively, related to construction in progress that was damaged or abandoned, were recognized in other operating expenses in the accompanying condensed consolidated statements of operations and comprehensive loss. Capitalization of software costs and software implementation costs in a cloud computing arrangement The Company accounts for the costs of software developed for internal-use by capitalizing costs incurred during the application development stage to property and equipment, net on the accompanying condensed consolidated balance sheets. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. The Company amortizes the capitalized costs of internal-use software on a straight-line basis over the estimated useful lives of the assets. The Company recognizes the amortization in depreciation and amortization in the accompanying condensed consolidated statements of operations and comprehensive loss. The Company capitalizes qualified implementation costs incurred in a cloud computing or hosting arrangement that is a service contract under which the Company is the customer. These capitalized implementation costs are recorded within property and equipment, net, on the condensed consolidated balance sheets and are amortized over the lesser of the fixed, non-cancellable term of the associated hosting arrangement or the estimated useful life of the asset on a straight-line basis. Costs incurred during the preliminary project stage, and post-implementation activities, are expensed as incurred. Intangible assets Definite-lived intangible assets primarily consist of intellectual property of 2Predict, Inc. ("2Predict") acquired by the Company in 2021, which have a weighted-average useful life of 1.5 years. Total amortization expense related to the intellectual property of 2Predict within depreciation and amortization for the three months ended March 31, 2022 and 2021 is $0.2 million and $0, respectively. Goodwill Goodwill represents the excess of the cost of an acquired entity over the fair value of the acquired net assets. The Company accounts for goodwill in accordance with Accounting Standards Update ("ASU") 350, Intangibles Goodwill and Other Intangible assets , which among other things, addresses financial accounting and reporting requirements for acquired goodwill and other intangible assets having indefinite useful lives. ASC 350 requires goodwill to be carried at cost, prohibits the amortization of goodwill and requires the Company to test goodwill for impairment at least annually. Volta evaluates its goodwill for impairment annually, in the fourth quarter, or more frequently if impairment indicators are present. A qualitative assessment is performed to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If, based on the evaluation, it is determined to be more likely than not that the fair value is less than the carrying value, then the goodwill is tested further for impairment. If the implied fair value of goodwill is lower than its carrying amount, an impairment loss is recognized in an amount equal to the difference. There was no impairment recorded for goodwill as of March 31, 2022 and December 31, 2021. Leases The Company accounts for leases in accordance with ASC 842, Leases . The lease liabilities and corresponding ROU assets are recognized on the consolidated balance sheets. The Company determines if an arrangement contains a lease at inceptio n. The Company recognizes an ROU asset and a lease liability at the lease commencement date for operating leases with terms greater than 12 months. ROU assets represent the Company's right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease . The initial measurement of ROU assets is comprised of the initial amount of the lease liability, adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred, less any lease incentives received. ROU assets are subsequently measured throughout the lease term at the carrying amount of the lease liability, plus any initial direct costs, plus (less) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense is recognized on a straight-line basis over the lease term. The Company does not have material financing leases as of March 31, 2022. The interest rate used to determine the present value of the future lease payments is the Company's incremental borrowing rate as the Company generally cannot determine the implicit rate because it does not have access to the lessor's residual value or the amount of the lessor's deferred initial costs. The incremental borrowing rate is the interest rate the Company would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. Lease terms include the noncancellable period of the lease plus any additional periods covered by either an option to extend (or not terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not terminate) the lease controlled by the lessor. Variable lease payments associated with the Company's leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed occurs. Variable lease payments are recognized in other operating expenses in the condensed consolidated statement of operations and comprehensive loss. The Company identifies separate lease and non-lease components within the contract. Non-lease components primarily include payments for electricity reimbursements made to the landlord. The Company has elected the practical expedient to combine lease and non-lease payments and account for them together as a single lease component, which increases the amount of the Company's ROU assets and lease liabilities. Debt issuance costs The Company accounts for the costs incurred in connection with borrowings under financing facilities as deferred and amortized over the life of the related financing on a straight-line basis which approximates the effective interest method. During the three months ended March 31, 2022 and 2021, the Company did not defer or capitalize any costs related to the issuance of the term loans and amortized $0.1 million and $0.1 million for the three months ended March 31, 2022 and 2021 respectively, of deferred debt issuance costs as interest expense, net, in the accompanying condensed consolidated statements of operations and comprehensive loss (see Note 9 - Debt Facilities). Equity issuance costs Transaction costs related to issuing an equity instrument are accounted for as equity issuance costs and presented as a deduction from the carrying value of the equity instrument. Equity issuance costs are a reduction to the proceeds allocated to the equity component. For the three months ended March 31, 2021, the Company raised $28.7 million through sales of Legacy Volta Series D preferred stock resulting in $1.3 million of equity issuance costs, paid in cash. During the three months ended March 31, 2022, no additional equity was raised that resulted in equity issuance costs. As a part of the Closing all Legacy Volta Series D and Legacy Volta D-1 preferred stock were converted to Legacy Volta Class B common stock and Legacy Volta Class B common stock were converted to Class A common stock of Volta Inc. upon the Closing (Note 11 - Stockholders’ (Deficit) Equity and Stock-Based Compensation). Stock warrants Legacy Volta historically classified preferred stock warrants issued in connection with certain historical debt arrangements as long-term liabilities on the condensed consolidated balance sheets at their estimated fair value because the underlying preferred stock was contingently redeemable. At initial recognition, the warrants were recorded at their estimated fair value calculated using the Option Pricing Model ("OPM") Backsolve approach, under the market method. The Company does not currently have any preferred stock warrants. The Company’s common stock warrants are freestanding warrants that were issued by Legacy Volta in connection with certain debt and equity financing transactions ("Legacy Volta Warrants"). At the Closing, the Legacy Volta Warrants were converted into warrants to purchase Volta Class A common stock ("Converted Warrants"). The Converted Warrants were classified as equity instruments at the grant date fair value calculated using the OPM Backsolve approach and were not subject to revaluation at the condensed consolidated balance sheet date. Additionally, Tortoise Corp II sold Public Warrants and issued warrants to TortoiseEcofin Borrower, LLC (“Tortoise Borrower”) in a private placement simultaneously with the closing of the IPO (the "Private Warrants"). The warrants are convertible to Volta Class A common stock. As the Public Warrants and Private Warrants do not meet the criteria for equity treatment, they are recorded as liabilities on the condensed consolidated balance sheets. Accordingly, the Company classifies the Private Warrants and Public Warrants as liabilities and records them at fair value, with the change recorded in the change in fair value of warrant liability in the accompanying condensed consolidated statements of operations and comprehensive loss. Revenue recognition Revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services by following a five-step process, (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price, and (v) recognize revenue when or as the Company satisfies a performance obligation. The Company generally considers a sales contract and/or agreement with an approved purchase order as a customer contract provided that collection is considered probable, which is assessed based on the creditworthiness of the customer. The Company combines contracts with a customer if contracts are entered into at or near the same time with the same customer and are negotiated with a single commercial substance or contain price dependencies. As it enters contracts with customers, the Company evaluates distinct goods and services promised in the contract to identify the appropriate performance obligations. The performance obligations include advertising services, charging stations, which include Alternate Current ("AC") or Direct Current Fast Charging ("DCFC") stations, installation services, operation and maintenance services, installed infrastructure, regulatory credits and Software as a Service ("SaaS"). The Company generally contracts with customers at fixed amounts and has not experienced significant returns or price concessions and discounts to contacted terms. To the extent the Company is entitled to variable consideration on the sale of goods or services, it will estimate the amount it expects to collect as part of the transaction price provided it is probable that a significant reversal of revenue will not occur when the uncertainty related to variable consideration is resolved. When a contract contains multiple performance obligations, the Company allocates the transaction price to each performance obligation using the relative SSP method. The determination of SSP is judgmental and is based on the price the Company would charge for the same good or service if it were sold separately in a standalone sale to similar customers in similar circumstances. As the charging stations, installation and operation and maintenance services are never sold separately, the Company utilizes an expected cost plus a margin approach to determine the SSP for each of the separate performance obligations. Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for promised goods or services. For revenue generated from contracts with customers involving another party, the Company considers if it maintains control of the specified goods or services before they are transferred to the customer, as well as other indicators such as the party primarily responsible for fulfillment, collection risk, and discretion in establishing prices. When the Company controls the performance of contractual obligations to the customer, it records revenue at the gross amount paid by the customer with amounts paid as commissions to Agents recorded in cost of services. Disaggregation of revenue The Company's operations represent a single operating segment based on how the Company and its CODM manages its business. The Company disaggregates revenue by major category in the table below based on what it believes are the primary economic factors that impact the nature, amount, timing, and uncertainty of revenue and cash flows from these customer contracts. Three Months Ended March 31, 2022 2021 Revenues (in thousands) Media Revenue (formerly Behavior and Commerce) $ 6,118 $ 3,529 Network Development 2,214 1,001 Charging Network Operations 1 — Network Intelligence 53 210 Total revenues $ 8,386 $ 4,740 Media revenue (formerly Behavior and Commerce) Media revenue is generated by displaying paid media advertising on the Company's network of media-enabled charging stations. Parties pay for advertising either directly or through their relationships with advertising agencies, based on the number of impressions delivered over the contract term, which is typically less than one year. Media revenue is recognized over time as the impressions are displayed on media-enabled charging stations over the contract term. The Company typically bills customers in arrears on a monthly basis, and payments are typically due within one month after advertising delivery. Media revenue is recorded in service revenue in the accompanying condensed consolidated statements of operations and comprehensive loss. Network development Network Development revenue consists of revenue generated through installation and infrastructure development services, operation and maintenance services offered over the contract term, sales of installed infrastructure and charging station products. Revenue from installation and infrastructure development services is recognized over time using an input method based on costs incurred to measure progress toward complete satisfaction of the performance obligation. Revenue from operation and maintenance services is recognized ratably over the term of the arrangement as the services are performed. Revenue from the sale of installed infrastructure is recognized at a point in time when control of the installed infrastructure is transferred to the customer. Revenue from charging stations is recognized at the point in time when control of the charging station is transferred to the customer, which is typically when the charging station is delivered at the designated customer site. If the arrangement contains a lease, the lease component is accounted for in accordance with ASC 842, Leases . In some arrangements, the Company has executed a sale and leaseback of the digital media screens (sale leaseback) and has also acquired the right to control the use of the location to advertise over a set term (location lease) (see Note 9 - Debt Facilities). During the construction phase, the Company does not control the underlying asset on the customer’s property. If the leaseback qualifies as a financing arrangement, the Company will not record a sale for accounting purposes of the digital media screen and will depreciate that asset over its useful life. For contractual payments that do not exceed the fair value of the location lease obligation, the Company records a lease liability and an associated ROU asset based on the discounted lease payments. In some instances, the Company may receive a lease incentive from the lessor which is recorded as a reduction to the ROU asset. The determination of the transaction price for Network Development revenue may require judgment and can affect the amount and timing of revenue. The transaction price is based on the consideration that the Company expects to be entitled to for providing the Network Development products and services on a standalone basis. Almost all of the transaction price is based on fixed cash consideration received from customers. The transaction price is allocated between lease and non-lease components based on a relative-selling price basis. However, in arrangements where the Company pays consideration to a customer for a distinct good or service, the consideration payable to a customer is limited to the fair value of the distinct good or service received by the customer. If the contractual payments for the location lease of this arrangement are in excess of fair value, then the Company will estimate the excess contractual payments over fair value and record that amount as a reduction to the transaction price in the arrangement. The reduction to transaction price for consideration payable to a customer is recognized at the later of when the Company pays or promises to pay the consideration or when the Company recognizes the related revenue for the transferred products and services. The Company reduced the transaction price and recognized consideration payable to a customer of $0.2 million and $0.1 million for the three months ended March 31, 2022 and 2021, respectively. The Company typically bills the customer at contract inception for charging stations and installation services and bills the customer on a quarterly basis in advance for operation and maintenance services. Payments are typically due within one month after billing. Revenue generated through infrastructure development services, installation services, operation and maintenance services and installed infrastructure is recorded in service revenue in the accompanying condensed consolidated statements of operations and comprehensive loss. Revenue generated through charging station products is recorded in product revenue in the accompanying condensed consolidated statements of operations and comprehensive loss. Charging network operations Charging Network Operations revenue correlates to usage of stations, and are currently, primarily generated by selling regulatory credits or California's Low-Carbon Fuel Standard ("LCFS") credits to other regulated entities and pay-for-use charging. The Company recognizes revenue from regulatory credits at the point in time when the regulatory credits are sold to the customer. Revenue from driver charging sessions and charging transaction fees is recognized at the point in time the charging session or transaction is completed. The Company is transitioning to a pay-for-use charging model and charging revenue has been insignificant as of March 31, 2022. Costs associated Charging Network Operations is comprised of a minor amount of personnel-related costs which is presented in selling, general and administrative in the accompanying condensed consolidated statements of operations and comprehensive loss. Charging Network Operations revenue is recorded in other revenue in the accompanying condensed consolidated statements of operations and comprehensive loss. Network intelligence Network Intelligence revenue is generated through the delivery of SaaS to the customer. The Company recognizes Network Intelligence revenue ratably over the contract term on a time-elapsed basis as the SaaS is provided over the license period. Network Intelligence revenue is recorded in other revenue in the condensed consolidated statements of operations and comprehensive loss. Most costs associated with Network Intelligence revenue qualify as internal-use software and are capitalized and recorded within property and equipment, net on the accompanying condensed consolidated balance sheets. Practical expedient and policy elected The Company utilized the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component if the Company generally expects, at contract inception, that the period between when the Company transfers control of the promised good or service and when the Company receives payment from the customer is within one year or less. At contract inception, the Company generally expects to complete installation and transfer control of media-enabled charging stations to customers and receive payment within one year of contract execution. The Company generally expects to fulfill media campaigns and receive payment for advertising sales within one year. The Company has elected to present revenue net of sales taxes remitted to government authorities. Remaining performance obligations The transaction price allocated to the remaining performance obligation represents contracted revenue that has not yet been recognized, which includes deferred revenue and unbilled amounts that are expected to be recognized as revenue in future periods and excludes the performance obligations that are subject to cancellation terms. The remaining performance obligations related to advertising services, the sale of media-enabled charging stations, installation services and SaaS are expected to be recognized as revenue within the next twelve months and are recorded within deferred revenue on the accompanying condensed consolidated balance sheets. The unbilled amount was $0.9 million and $0.8 million as of March 31, 2022 and December 31, 2021. The total remaining performance obligations, excluding advertising services contracts that have a duration of one year or less, were $25.2 million and $31.4 million as of March 31, 2022 and December 31, 2021, respectively. As of March 31, 2022, the Company expects to recognize approximately 61.3% of its remaining performance obligations as revenues in the next twelve months, and the remainder thereafter, respectively. Deferred revenue Deferred revenue primarily consists of billings or payments received from customers in advance of revenue recognized for the sale of media-enabled charging stations, installation and operation and maintenance services, and is recognized as revenue upon transfer control or as services are performed. The Company generally invoices customers in advance or in milestone-based installments. Revenue recognized for the three months ended March 31, 2022 and 2021 that was included in the deferred revenue balance as of December 31, 2021 and 2020 was Costs to obtain a contract wi |
Liquidity
Liquidity | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity | Note 3 - Liquidity The Company's condensed consolidated financial statements are prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. For the three months ended March 31, 2022, the Company incurred a net loss of $48.1 million and had negative cash flows from operating activities of $33.8 million. As of March 31, 2022, the Company had an accumulated deficit of $476.9 million and cash of $205.4 million. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Note 4 - Acquisitions On April 21, 2021, the Company completed its acquisition of 2Predict., from Praveen Mandal, the Company’s Chief Technology Officer. 2Predict uses artificial intelligence ("AI") techniques to run next-level analytics on large data sets. 2Predict's data scientists provide advanced machine learning solutions, some of whom are continuing to assist in developing Volta’s technology. The purchase price was $1.4 million, comprising $0.2 million cash and 182,188 issued shares of Legacy Volta Class B common stock valued at $1.2 million, paid on the acquisition date. The acquisition of 2Predict was accounted for as a Business Combination according to ASC 805-10, Business Combinations . This method requires, among other things, that assets acquired and liabilities assumed in a Business Combination be recognized at their fair values as of the acquisition date. During 2021, the Company incurred immaterial third-party acquisition costs. These expenses are included in general and administrative expense of the condensed consolidated statements of operations and comprehensive loss for the year ended December 31, 2021. The Company recorded net assets acquired of $1.4 million, including definite-lived intangible assets of $1.2 million and goodwill of $0.2 million. Definite-lived intangible assets primarily consist of intellectual property of 2Predict, for which the weighted-average useful life is 1.5 years. Goodwill is primarily attributed to the future economic benefits arising from assets acquired that could not be individually identified and separately recognized, such as assembled workforce. The results of operations of 2Predict are included in the accompanying condensed consolidated statements of operations and comprehensive loss from the date of acquisition. Pro forma results of operations for this acquisition have not been presented because the results of operations are not material to the condensed consolidated statements of operations and comprehensive loss. |
Reverse Recapitalization
Reverse Recapitalization | 3 Months Ended |
Mar. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
Reverse Recapitalization | Note 5 - Reverse Recapitalization As discussed in Note 1 - Description of Business, on the Closing Date, Volta Inc. (formerly Tortoise Corp II) consummated the Reverse Recapitalization and Legacy Volta received proceeds of $350.1 million. The proceeds included $300.0 million from certain accredited investors that agreed to purchase 30,000,000 shares of Volta Class A common stock in a private placement in connection with the Reverse Recapitalization (the "PIPE Financing"), and is net of $242.2 million in redemptions from issuance of common stock upon the Closing and includes $9.0 million of transaction costs of which the entire amount was paid by Legacy Volta as of December 31, 2021. These transaction costs consist of legal, accounting, and other professional services directly related to the Reverse Recapitalization. These one-time direct and incremental transaction costs incurred by the Company were recorded based on the activities to which the costs relate and the structure of the transaction; cost relating to the issuance of equity is recorded as a reduction of the amount of equity raised, presented in additional paid in capital, while all costs related to the warrants were estimated and charged to expense. The cash outflows related to these costs were presented as financing activities on the Company’s condensed consolidated statement of cash flows. On the Closing Date, each holder of Legacy Volta’s Class A common stock received approximately 1.2135 shares of Volta’s Class B common stock, par value $0.0001 per share, and each holder of Legacy Volta’s Class B common stock received approximately 1.2135 shares of the Company’s Class A common stock, par value $0.0001 per share. See Note 10 - Warrants, and Note 11 - Stockholders’ (Deficit) Equity and Stock-Based Compensation for additional details of the Company’s stockholders’ equity prior to and subsequent to the Reverse Recapitalization. All equity awards of Legacy Volta were assumed by the Company and converted into comparable equity awards that are settled or exercisable for shares of the Company’s Class A or Class B common stock-based on an exchange ratio of approximately 1.2135. Each Public Warrant and Private Warrant was unexercised at the time of the Reverse Recapitalization and was assumed by the Company and represents the right to purchase shares of the Company’s Class A common stock. Please refer to Note 10 - Warrants for additional detail. The Reverse Recapitalization was accounted for with Legacy Volta as the accounting acquirer and Tortoise Corp II as the acquired company for accounting purposes. Legacy Volta was determined to be the accounting acquirer since Legacy Volta’s stockholders prior to the Reverse Recapitalization had the greatest voting interest in the combined entity, Legacy Volta comprises all of the ongoing operations and Legacy Volta’s senior management directs operations of the combined entity. Accordingly, all historical financial information presented in the condensed consolidated financial statements represents the accounts Legacy Volta and its wholly owned subsidiaries. Net assets were stated at historical cost consistent with the treatment of the transaction as a reverse recapitalization of Volta Inc. |
Fair value measurements
Fair value measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | Note 6 - Fair Value Measurements The Company uses a three-tier fair value hierarchy to prioritize the inputs used in the fair value measurements. All of the Company's cash and cash equivalents are classified within Level 1 as they are valued using quoted market prices or alternative pricing sources. The Public Warrants are classified as Level 1 due to the use of an observable market quote in an active market. The senior secured term loan is classified within Level 2 as they are valued using market-based risk measurements that are indirectly observable, such as credit risk. Private Warrants are classified within Level 3. The following tables present information about the Company’s liabilities that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Carrying Amount Total Level 1 Level 2 Level 3 December 31, 2021 (in thousands) Liabilities Senior secured term loan $ 39,995 $ 41,242 $ — $ 41,242 $ — Public warrants 16,036 16,036 16,036 — — Private warrants 11,036 11,036 — — 11,036 Total $ 67,067 $ 68,314 $ 16,036 $ 41,242 $ 11,036 March 31, 2022 Liabilities Senior secured term loan $ 35,996 $ 37,118 $ — $ 37,118 $ — Public warrants 7,328 7,328 7,328 — — Private warrants 5,043 5,043 — — 5,043 Total $ 48,367 $ 49,489 $ 7,328 $ 37,118 $ 5,043 Level 2 valuation - senior secured term loan The Company measures the fair value of the senior secured term loan using discounted cash flows and market-based expectations for credit risk and market risk. Level 3 valuation - Private Warrants As of March 31, 2022, the Company has Private Warrants defined and discussed in Note 10 - Warrants. The warrants are measured at fair value on a recurring basis. The Binomial Lattice Model's primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the common stock. The expected volatility as of the Closing was derived from observable Public Warrants pricing. The expected volatility as of subsequent valuation dates was implied from the Company’s own Public Warrants pricing. Accordingly, the Private Warrants are classified as Level 3 financial instruments. The following table provides quantitative information regarding Level 3 Private Warrants fair value measurements inputs at their measurement dates : March 31, 2022 December 31, 2021 Expected dividend yield — % — % Risk-free interest rate 2.4 % 1.2 % Expected volatility 242.0 % 132.5 % Expected term (in years) 4.4 4.5 The Private Warrants were valued as of March 31, 2022 using the estimated fair value price of $0.85 per Private Warrant. The changes in the fair value of the Private Warrants, Public Warrants and Legacy Volta preferred stock warrants were as follows: (in thousands) December 31, 2020 $ 698 Increase (decrease) in fair value of warrants (88) March 31, 2021 $ 610 December 31, 2021 $ 27,072 Increase (decrease) in fair value of Private and Public Warrants (14,700) March 31, 2022 $ 12,372 There were no transfers of financial instruments between levels of the hierarchy for the three months ended March 31, 2022 and 2021. |
Property and equipment, net
Property and equipment, net | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment, net | Note 7 - Property And Equipment, Net Property and equipment, net, as of March 31, 2022 and December 31, 2021, consist of the following: March 31, 2022 December 31, 2021 (in thousands) Charging stations and digital media screens $ 92,466 $ 79,104 Construction in progress: stations 47,795 33,434 Capitalized research and development equipment 2,738 2,689 Leasehold improvements 962 856 Computer and office equipment 1,670 1,459 Development in progress: software 1,724 86 Furniture 229 229 Other fixed assets 3,943 3,736 Capitalized software 888 888 Total property and equipment 152,415 122,481 Less accumulated depreciation and amortization (27,827) (24,753) Property and equipment, net $ 124,588 $ 97,728 were $3.5 million and $2.2 million for the three months ended March 31, 2022 and 2021, respectively. |
Accrued expenses and other curr
Accrued expenses and other current liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued expenses and other current liabilities | Note 8 - Accrued Expenses And Other Current Liabilities Accrued expenses and other current liabilities as of March 31, 2022 and December 31, 2021 consist of the following: March 31, 2022 December 31, 2021 (in thousands) Charging station expenses $ 9,265 $ 5,393 Lease incentive liability 1,953 2,354 Employee related expenses 7,079 9,239 Other 1,347 1,038 Deposit liability — 850 Accrued interest — 1,294 Total accrued expenses and other liabilities $ 19,644 $ 20,168 |
Debt facilities
Debt facilities | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt facilities | Note 9 - Debt Facilities The Company’s outstanding debt instruments as of March 31, 2022 and December 31, 2021 are as follows: March 31, 2022 December 31, 2021 (in thousands) Term loan $ 36,750 $ 40,833 Less current maturities, net of unamortized debt issuance costs 15,998 15,998 Less unamortized debt issuance costs, non-current portion 754 838 Total loans payable, net of unamortized debt issuance costs and current term loan payable $ 19,998 $ 23,997 Term loan payable On June 19, 2019, the Company entered into a term loan agreement that provides for senior secured term loan facilities of up to $44.0 million, and on November 25, 2020, the maximum borrowings were increased to $49.0 million. The term loan bears interest on the total outstanding balance at 12.0% per annum and is secured by certain qualifying assets of the Company. Principal payments are due in equal monthly installments beginning on July 1, 2021, and the term loan matures on June 19, 2024. These provisions expire on the earlier of loan termination, when the facility is fully drawn on, or two years after the Closing Date. As of March 31, 2022 and December 31, 2021, $36.8 million and $40.8 million respectively, of the principal was outstanding, and there was a debt discount of $0.8 million and $0.8 million, related to debt issuance costs, respectively. As of March 31, 2022 and December 31, 2021, accrued interest was $0 and $1.3 million, respectively. Total payments on the principal balance for the three months ended March 31, 2022 and 2021 were $4.1 million and $0 , respectively. The term loan agreement contains certain covenants pertaining to reporting and financial requirements, as well as negative and affirmative covenants. On March 30, 2022 certain additional covenants pertaining to investments by the Company in its foreign subsidiaries Volta Canada Inc., Volta Charging Germany GmbH and Volta France SARL were affected by way of an amendment to the term loan agreement. The amendment requires the establishment of an escrow account to be funded in the amount of $3.3 million on or prior to May 1, 2022 to cover projected investments in the foreign subsidiaries. The amendment also requires that investments in the foreign subsidiaries not exceed 125% of funds held in escrow. If the Company does not meet its reporting and financial requirements, the lenders have the right to request remedies, including an increase in the interest rate by 3.0% per annum, and an option to call the loan in the event of default. The lenders have agreed to waive their right to call the debt as a result of violations of certain covenants. Term loan payments by period as of March 31, 2022 are as follows: Fiscal Year (in thousands) Remainder of 2022 $ 12,250 2023 16,333 2024 8,167 $ 36,750 Financing obligations For one customer, the Company has entered into multiple contracts to sell media-enabled charging stations and also leaseback the digital media screens for a period of up to 10 years. The leaseback of the digital media screen is in excess of its useful life of 5 years. Therefore, the consideration received equal to relative standalone selling price for the digital media screens has been recorded as a financing transaction. This financing arrangement has been amortized over its 5 year term at the Company’s incremental borrowing rate at the time of the transaction. As of March 31, 2022 and December 31, 2021, the current portions of the financing obligation were $0.9 million and $0.9 million, respectively, which were included within accrued expenses and other current liabilities. Non-current portions as of March 31, 2022 and December 31, 2021 were $3.0 million and $3.1 million, respectively, which were included within other non-current liabilities on the condensed consolidated balance sheets. The Company’s incremental borrowing rate for each of these transactions has ranged between 6.0%-16.7%. As of March 31, 2022 future payments under financing obligations were as follows: Fiscal Year (in thousands) Remainder of 2022 $ 887 2023 1,325 2024 1,159 2025 746 2026 339 Thereafter 178 Total future payments 4,634 Less amount representing interest 766 Total financing obligations $ 3,868 |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Warrants | Note 10 - Warrants Legacy Volta common stock warrants As of March 31, 2022 and December 31, 2021, 9,773,835 Class A common stock warrants remained outstanding. Public and Private Warrants As the accounting acquirer, Legacy Volta, is deemed to have assumed 8,621,715 Public Warrants and 5,933,333 Private Warrants that were held by TortoiseCorp II at an exercise price of $11.50 per share. In accordance with the Amended and Restated Warrant Agreement ("A&R Warrant Agreement"), dated August 26, 2021, between Volta, Computershare Inc. and Computershare Trust Company, N.A., collectively as warrant agent, the Public Warrants and Private Warrants became exercisable 30 days after the completion of the initial reverse recapitalization. The warrants will expire five years after the completion of the Reverse Recapitalization, or earlier upon redemption or liquidation. The Public and Private Warrants do not meet the criteria for equity treatment and must be recorded as liabilities on the condensed consolidated balance sheets. Accordingly, the Company classifies the warrants as liabilities and records them at fair value. Private Warrants Public Warrants Total common stock warrants Outstanding as of December 31, 2020 — — — Common stock warrants added upon the Reverse Recapitalization 5,933,333 8,621,715 14,555,048 Warrants exercised — (275) (275) Outstanding as of December 31, 2021 5,933,333 8,621,440 14,554,773 Warrants exercised — — — Outstanding as of March 31, 2022 5,933,333 8,621,440 14,554,773 The Private Warrants and the Public Warrants have substantially similar terms, the Private Warrants will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable and exercisable by such holders and the same basis as the Public Warrants. The outstanding warrants can be redeemed in whole not in part and upon a minimum of 30 days’ prior written notice of redemption in the following two options: • If the last sale price of Class A shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. In that case, the Company can redeem the outstanding warrants at a price of $0.01 per warrant. • Commencing 90 days after the warrants become exercisable, if the last sale price of Class A shares equal or exceeds $10.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalization and the like) on the trading day prior to the date on which the Company sends a notice of redemption to the warrant holders. In that case, the Company can redeem the outstanding warrants for Volta Class A common shares a price equal to a number of Class A shares to be determined by reference to an agreed table based on the redemption date and the "fair market value" of Class A shares. No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number the number of shares of Class A common stock to be issued to the warrant holder. |
Stockholders_ deficit and stock
Stockholders’ deficit and stock-based compensation | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Stockholders’ deficit and stock-based compensation | Note 11 - Stockholders’ (Deficit) Equity and Stock-Based Compensation Prior to the Reverse Recapitalization, Legacy Volta had two classes of authorized common stock: Legacy Volta Class A common stock and Legacy Volta Class B common stock. Unvested shares issued upon early exercise were not considered outstanding for accounting purposes because the employees holding these awards were not entitled to the rewards of stock ownership. The holders of Legacy Volta Class A common stock were entitled to one vote per share on any matter submitted to a vote of the stockholders of the Company; holders of Legacy Volta Class B common stock were entitled to receive dividends whenever funds were legally available and when declared by the Board of Directors. Reverse recapitalization On the Closing Date and in accordance with the terms and subject to the conditions of the Reverse Recapitalization, each share of the Legacy Volta Class A common stock and Legacy Volta Class B common stock, par value $0.0001 per share, was canceled and converted into the right to receive the applicable portion of equity in the Reverse Recapitalization composed of the Company’s Class B common stock and Company's Class A common stock, par value $0.0001 per share, respectively, as determined pursuant to the share conversion ratio. The share conversion ratio is approximately 1.2135. PIPE Financing Concurrently with the execution of the Business Combination Agreement, certain accredited investors entered into subscription agreements, each dated February 7, 2021, pursuant to which the investors agreed to purchase 30,000,000 shares of Company’s Class A common stock in a private placement for aggregate gross proceeds of $300.0 million. Convertible preferred stock Prior to the closing, Legacy Volta had shares of Series A, Series B, Series C, Series C-1, Series C-2, Series D, and Series D-1 convertible preferred stock outstanding. Upon the Closing, the outstanding shares of Legacy Volta preferred stock were converted into shares of Legacy Volta Class B common stock then converted into Class A common stock of the Company at approximately 1.2135 per share, the exchange ratio established in connection thereof the Reverse Recapitalization. The following summarized the Company’s preferred stock conversion immediately after the Reverse Recapitalization: Preferred Shares Conversion Ratio Common Stock Series A redeemable convertible preferred stock 7,363,856 1.2135 8,936,039 Series B redeemable convertible preferred stock 11,090,568 1.2135 13,458,404 Series C redeemable convertible preferred stock 18,581,768 1.2135 22,548,975 Series C-1 redeemable convertible preferred stock 665,428 1.2135 807,497 Series C-2 redeemable convertible preferred stock 7,675,798 1.2135 9,314,581 Series D redeemable convertible preferred stock 13,266,042 1.2135 16,098,342 Series D-1 redeemable convertible preferred stock 8,283,574 1.2135 10,052,117 Total 66,927,034 81,215,955 Company’s common stock outstanding Authorized Shares Issued and Outstanding Shares March 31, 2022 Volta Class A common stock 350,000,000 161,849,487 Volta Class B common stock 50,000,000 395,335 Total common stock outstanding 400,000,000 162,244,822 December 31, 2021 Volta Class A common stock 350,000,000 152,218,214 Volta Class B common stock 50,000,000 9,887,185 Total common stock outstanding 400,000,000 162,105,399 Volta Class A and Volta Class B common stock Each holder of Volta Class A common stock has the right to one vote per share of Volta Class A common stock, and each holder of Volta Class B common stock has the right to ten votes per share of Volta Class B common stock held of record by such holder. Any dividends or distributions will be treated on a per share basis for each class. In the event a dividend is paid in the form of shares of Volta Class A common stock or Volta Class B common stock then holders of Volta Class A common stock will receive shares of Volta Class A common stock and holders of Volta Class B common stock will receive shares of Volta Class B common stock, with holders of shares of Volta Class A common stock and Volta Class B common stock receiving, on a per share basis, an identical number of shares of Volta Class A common stock or Volta Class B common stock, as applicable. Subject to any preferential or other rights of any holders of Volta preferred stock then outstanding, upon the liquidation, dissolution or winding up of Volta, whether voluntary or involuntary, holders of Volta Class A common stock and Volta Class B common stock are entitled to receive ratably all assets of Volta available for distribution to its stockholders. The holders of Volta Class A and Class B common stock do not have preemptive, subscription, redemption or conversion rights. The Volta Class B common stock is convertible into shares of Volta Class A common stock on a one-to-one basis at the option of the holders or automatically upon predetermined events of the Volta Class B common stock at any time upon written notice to Volta. Volta preferred stock The Certificate of Incorporation of Volta filed with the Secretary of State of the State of Delaware on August 26, 2021, as the same may be amended, supplemented or modified from time to time provides that shares of Volta preferred stock may be issued from time to time in one or more series up to 10,000,000 shares. No such shares have been issued as of March 31, 2022. Shares reserved for issuance The Company has the following shares of common stock reserved for future issuance, on an as-if converted basis: March 31, 2022 December 31, 2021 Outstanding Public Warrants 8,621,440 8,621,440 Outstanding Private Warrants 5,933,333 5,933,333 Common stock warrants 9,773,835 9,773,835 Options and RSUs outstanding 30,776,622 41,152,791 Shares available for grant – 2021 Equity Incentive Plan 21,720,450 14,357,382 Shares available for purchase - 2021 ESPP Plan 3,715,944 3,715,944 Total shares of common stock reserved 80,541,624 83,554,725 Employee stock purchase plan In connection with the Reverse Recapitalization, effective on August 26, 2021, the Board of Directors and Tortoise Corp II’s shareholders adopted the 2021 Employee Stock Purchase Plan (the "2021 ESPP") to allow employees of Volta, under Section 423 of the Internal Revenue Code of 1986 (the "Code"), and its service providers (outside Section 423 of the Code) to purchase shares of Class A common stock at a discount through payroll deductions and to benefit from stock price appreciation, thus enhancing the alignment of employee and stockholder interests. The 2021 ESPP allows eligible employees and service providers to purchase shares of the Company’s common stock with a percentage or maximum dollar amount discounted through payroll deductions of up to 15.0% of eligible employee compensation, subject to any plan limitations. The purchase price of shares of common stock acquired by eligible employees or service providers will not be less than the lesser of: (i) an amount equal to 85.0% of the fair market value of the shares of common stock on the offering date; or (ii) an amount equal to 85.0% of the fair market value of the shares of common stock on the applicable purchase date. No offerings or purchases of common stock shares have taken place as of March 31, 2022. Subject to capitalization adjustments, the 2021 ESPP provides for the issuance of up to 3,715,944 shares of common stock as of March 31, 2022. Equity incentive plans Upon the Closing Date, Volta's Board adopted a new plan (which amended and restated the prior plan), the 2021 Equity Incentive Plan ("2021 EIP") effective as of August 26, 2021. The 2021 EIP authorizes stock options, stock appreciation rights, restricted stock, restricted stock units ("RSUs") and performance-based awards, as well as certain other awards. As of March 31, 2022, 21,720,450 shares of common stock were available and reserved for issuance under the 2021 EIP. The amount of shares available and reserved for issuance under the 2021 EIP include the shares reserved for issuance under the Legacy Volta 2014 Equity Incentive Plan ("2014 EIP"). On the first day of each fiscal year beginning with the 2022 fiscal year and ending on (and including) the first day of the 2031 fiscal year, the number of shares available for issuance under the 2021 EIP will automatically increase in an amount equal to the lesser of (i) five percent (5.0%) of the outstanding shares on the last day of the immediately preceding fiscal year and (ii) such number of shares determined by the Board, with such shares to be Class A common stock. Under the 2021 EIP, the Company can grant stock options, stock appreciation rights, restricted stock, RSUs and certain other awards which are settled in the form of common shares under the 2021 EIP. No further awards will be granted under the Legacy Volta 2014 EIP. Additionally, upon the Closing Date, the Board adopted the Founder Incentive Plan ("FIP') effective August 26, 2021. The FIP authorizes the grant of up to 10,500,000 RSUs in the aggregate to Scott Mercer and Christopher Wendel, to the Company's two founders (the "Founders"). Stock option activity Stock option activity and activity regarding shares available for grant under the Plan is as follows: Number of options outstanding Weighted-average exercise price per share Weighted-average remaining contractual life Aggregate intrinsic value (in years) (in thousands) January 1, 2021 17,558,731 $ 0.93 8.2 $ 30,881 Options granted 7,248,934 3.93 Options exercised (12,796,353) 0.79 Options forfeited (544,526) 2.53 Options expired (2,022) 0.73 December 31, 2021 11,464,764 $ 2.66 8.3 $ 53,695 Options granted — $ — $ — $ — Options exercised (139,423) 1.04 — — Options forfeited (335,424) $ 5.04 $ — $ — Options expired (38,651) 0.83 — — March 31, 2022 10,951,266 $ 2.61 6.8 $ 12,532 Options vested and exercisable as of December 31, 2021 4,830,158 $ 1.30 7.4 $ 29,176 Options vested and exercisable as of March 31, 2022 5,466,700 1.54 6.1 8,607,549 The aggregate intrinsic value of employee options exercised during the three months ended March 31, 2022 and 2021 was $0.2 million and $3.0 million, respectively. The intrinsic value is the difference between the fair value of the Company’s common stock at the date of the exercise and the exercise price for in-the-money options. The weighted-average grant-date fair value of employee options granted during the three months ended March 31, 2021 was $3.94 per share. There were no employee options granted during the three months ended March 31, 2022. The weighted-average grant-date fair value of employee options forfeited during the three months ended March 31, 2022 and 2021 was $3.44 and $1.41 per share, respectively. The weighted-average grant-date fair value of options that vested during the three months ended March 31, 2022 and 2021 was $2.59 and $3.23 per share, respectively. The total fair value of options vested during the three months ended March 31, 2022 and 2021 was $3.8 million and $8.3 million, respectively. RSUs In accordance with the FIP, the Company granted 10,500,000 RSUs in Class B Common shares to the Founders in August 2021. The fair value of those RSUs is measured on the grant date based on the value of the shares on the Closing Date. These awards vested on January 1, 2022, and were settled on April 1, 2022, into an equal number of shares of Class A Common Stock in accordance with the terms of the Separation Agreements entered into on March 26, 2021 with the Founders which resulted in the conversion of all Class B Common Stock held by the former executives into Class A Common Stock. In settling the RSUs granted under the FIP into Class A shares, the Company performed a net settlement transaction, withholding 2,579,585 and 2,577,541 shares from Mr. Mercer and Mr. Wendel, respectively, for tax withholding purposes, resulting in a net delivery from those RSUs of 2,670,415 and 2,672,459 shares of Class A stock to Mr. Mercer and Mr. Wendel, respectively. The FIP was adopted upon Closing to replace that certain Volta Management Carve-Out Plan (the "Carve-Out-Plan"), pursuant to which in the event of a "liquidity transaction" (as defined in the Carve-Out Plan), Mr. Mercer and Mr. Wendel would each be eligible to receive 2.0% of the "aggregate proceeds" (as defined in the Carve-Out Plan), subject to their execution of a release of claims in favor of Legacy Volta. The terms and conditions of the FIP and the grant of RSUs to Mr. Mercer and Mr. Wendel were proposed to be adopted in exchange for the termination of the Carve-Out Plan, and such proposal was approved by the shareholders of TortoiseCorp II. In accordance with the 2021 EIP, beginning in the fourth quarter of 2021, the Company granted RSUs to certain officers, executives, new hires, and key employees. The fair value of those RSUs is measured on the grant date based on the closing price for the Company’s common stock. Typically, these grants vest over a three In addition to RSUs granted with service-based vesting conditions, the Company also granted RSUs with performance-based and market-based vesting conditions. Performance-based RSUs vest on the date that the Company achieves the performance targets specified within the grant agreements. The fair value of the awards is measured on the grant date based on the closing price of the Company’s common stock. There are no remaining performance-based RSUs outstanding as of March 31, 2022 as all previously granted performance-based RSUs were forfeited during the three months ended March 31, 2022 prior to achievement of the performance targets. The Company also granted RSUs with market-based vesting conditions to certain executives and designated employees. Market-based RSUs vest on the date that the Company's stock price reaches certain thresholds specified within the grant agreements. The fair value of RSUs with market-based vesting conditions is measured on the grant date using a BLM. The requisite service period is also determined through the use of a BLM. Compensation cost associated with awards granted with market-based vesting conditions is recognized using an accelerated attribution method over the requisite service period even if the market condition is never satisfied. A summary of the RSU activity for the three months ended March 31, 2022 was as follows: Number of shares Weighted-average grant date fair value January 1, 2021 — $ — RSUs granted 29,763,009 10.70 RSUs vested — — RSUs forfeited (75,000) 12.10 December 31, 2021 29,688,009 10.70 RSUs granted 9,172,637 3.69 RSUs vested (10,500,000) 9.30 RSUs forfeited (8,535,290) 10.63 March 31, 2022 19,825,356 5.24 RSUs vested, not yet released as of March 31, 2022 10,500,000 $ 9.30 The weighted-average grant-date fair value of RSUs granted during the three months ended March 31, 2022 was $3.69 per share. Included in the RSUs granted during the three months ended March 31, 2022 were 111,168 market-based RSUs and 1,340,974 service-based RSUs that were previously approved in December 2021, for which the grant date was not established until Q1 2022. In addition to the awards outlined above, the Company approved the grant of 1,055,773 service-based RSUs that were not yet communicated to employees as of March 31, 2022. As a result, these awards were not considered granted for accounting purposes during the quarter ended March 31, 2022. Restricted stock awards In accordance with the 2014 EIP, the Company granted restricted stock awards ("RSAs") to certain officers in February 2021. The fair value of the RSAs is measured on the grant date based on the closing price for the Company’s common stock. These awards vested immediately on the date of issuance. There have been no RSAs granted during the three months ended March 31, 2022. Stock-based compensation Stock-based compensation is estimated using the Black-Scholes option pricing model on the date of grant. The fair value of all options is amortized on a ratable basis over the required service periods of the awards, which are generally the vesting periods. The weighted-average assumptions that were used in calculating such values during the three months ended March 31, 2021 were as follows: Three Months Ended March 31, 2021 Expected dividend yield — % Risk-free interest rate 0.6 % Expected volatility 57.7 % Expected term (in years) 5.8 There were no options granted during the three months ended March 31, 2022 and therefore no fair value calculations required. The Company has limited historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock option grants. Therefore, the expected term of options granted is based on the "simplified method" of expected life. The risk-free interest rate is based on the U.S. Treasury yield for a term consistent with the expected life of the awards in effect at the time of grant. As the Company does not have a trading history for its common stock prior to the Reverse Recapitalization, the expected stock price volatility for the Company’s common stock was estimated by taking the historic stock price volatility for industry peers based on their price observations over a period equivalent to the expected term of the stock option grants. The Company has no history or expectation of paying cash dividends on its common stock. As of March 31, 2022 and 2021, the Company had unrecognized employee stock-based compensation expense of $14.7 million and $14.1 million, respectively, related to unvested stock awards not yet recognized, which is expected to be recognized over an estimated weighted-average period of approximately 1.3 years and 3.6 years, respectively. In accordance with the 2021 FIP and EIP, the Company has granted RSUs that are subject to service-based vesting conditions, performance-based vesting conditions and market-based vesting conditions established by the Company’s Compensation Committee at the grant date. No compensation cost has been or will be recognized for the performance-based RSUs as they were forfeited entirely on March 26, 2022 prior to achievement. Compensation cost associated with market-based RSUs is recognized over the requisite service period using the accelerated attribution method even if the market condition is never satisfied. As of March 31, 2022, the Company recognized $8.0 million, in compensation costs associated with market-based RSUs. The unrecognized compensation expense related to RSUs was $56.7 million at March 31, 2022 and is expected to be recognized over a weighted average period of 2.68 years. The Company estimated the fair value of its market-based RSUs on the grant date using a BLM incorporating the assumptions noted in the table below: Three Months Ended March 31, 2022 Expected dividend yield — % Risk-free interest rate 1.5 % Expected volatility 90.0 % Expected term (in years) 4.6 Significant modifications On March 26, 2022, Scott Mercer and Chris Wendel (the "Executives") resigned from the Company’s board of directors (the “Board”), and Mr. Wendel also resigned as an employee and officer of the Company. Mr. Mercer’s resignation as an employee and officer of the Company was effective as of April 15, 2022. In accordance with the Separation Agreements, unvested RSU awards with market-based vesting conditions, 5,250,000 of which were held by Mr. Mercer and 4,500,000 of which were held by Mr. Wendel, granted on November 15, 2021 were modified on their respective termination dates to eliminate the service requirement (to be an active employee on the date of achievement of the market condition). Additionally, the unvested stock options held by Mr. Mercer as of April 15, 2022 were modified to accelerate the vesting and vest in full on April 15, 2022. With the exception of one option grant held by Mr. Mercer, all of the stock options for the Founders had previously been exercised with partial recourse notes which were settled prior to the completion of the Reverse Recapitalization. The unvested portion of those early exercised option grants was also modified to accelerate vesting as of each Founder’s termination date; the effect of this modification was to release the repurchase right for those early exercised options. The stock option and market-based RSU modifications were measured as the excess of the fair value of the modified awards over the fair value of the original awards immediately before the modifications. The fair values immediately after these modifications were determined using a BLM for the market-based RSUs, the Black-Scholes model for the unexercised stock option for Mr. Mercer, and the closing price of the Company's common stock on the modification date for the shares already held by the Founders through exercise with and settlement of partial recourse notes, released from the repurchase right under the respective early exercise agreements. The incremental stock-based compensation expense relating to these modifications has been or will be recorded in full in the period of each Founder's respective termination as there is no further service requirement from either Founder. Further, the Company has reversed expense previously recorded for the market-based RSUs in accordance with ASC 718 as the awards were unvested and effectively forfeited and replaced by new market-based RSUs with no service requirement before the completion of the derived requisite service period of the original awards. The components of stock-based compensation expense recorded with respect to the modified awards for Mr. Wendel is as follows for the three months ended March 31, 2022: Three Months Ended March 31, 2022 Reversal of previously recorded market-based RSU expense $ (9,879) Incremental expense for modified market-based RSUs $ 13,290 Incremental expense for modified stock options $ 3,662 Total stock-based compensation expense $ 7,073 For Mr. Mercer's stock options, the Company continued to record stock-based compensation expense of $0.1 million, based on the original fair values of the awards for the three months ended March 31, 2022 for the awards that continued to vest until his termination date of April 15, 2022. The components of stock-based compensation expense recorded with respect to the modified awards for Mr. Mercer is as follows for the three months ended March 31, 2022: Three Months Ended March 31, 2022 Reversal of previously recorded market-based RSU expense $ (11,526) Incremental expense for modified market-based RSUs $ 15,505 Incremental expense for modified stock options $ 863 Total stock-based compensation expense $ 4,842 The Company will recognize additional stock-based compensation expense of $2.6 million during the three months ending June 30, 2022 for the stock option modifications for which continuing service was required between the severance agreement date and termination date. The Company obtained a Monte Carlo valuation as of the modification date to calculate the incremental expense for the market-based RSUs. The assumptions that were used in calculating such values during the three months ended March 31, 2022 were as follows: Valuation as of Expected dividend yield — % Risk-free interest rate 2.5 % Expected volatility 90.0 % Expected term (in years) 4.4 All other outstanding unvested equity awards held by the Founders, consisting of 4,000,000 RSUs granted in the fourth quarter of 2021 and 923,695 RSUs granted in the first quarter of 2022 to Mr. Mercer and 2,750,000 RSUs granted in the fourth quarter of 2021 and 742,972 RSUs granted in the first quarter of 2022 to Mr. Wendel were forfeited as of March 26, 2022. This resulted in the reversal of previously recognized stock-based compensation expense of approximately $0.7 million for Mr. Wendel and $1.0 million for Mr. Mercer related to the grants of RSUs for the three months ended March 31, 2022. The incremental stock-based compensation and reversal of previously recorded stock-based compensation was recorded in selling, general and administrative , on the condensed consolidated statement of operations for the three months ended March 31, 2022 and 2021. Compensation expense Compensation expense related to stock-based awards was recorded in selling, general and administrative in the accompanying condensed consolidated statements of operations and comprehensive loss for $16.5 million and $45.5 million for the three months ended March 31, 2022 and 2021, respectively. Partial recourse promissory notes As of March 31, 2022 and December 31, 2021, the Company had $0.2 million of promissory notes outstanding from former employees, issued for 186,124 restricted stock purchases of Legacy Volta Class A common stock and 365,605 shares of stock options exercisable for Legacy Volta Class B common stock. The three remaining outstanding promissory notes to two former employees for the exercise of stock options represent the aggregate exercise price of the options and carry an interest rate of 2.3%, and the principal and interest are due upon the earlier of (i) the tenth anniversary of the note’s issuance, or (ii) the date of a change of control. The promissory notes issued are collateralized by the shares issued in exchange for the note and were considered to be partial recourse as they may be surrendered at the then fair market value of a share of common stock as determined by the Board. The remainder up to 50.0% of the value of the original principal of the notes is collateralized by the assets of the borrowers. The amount payable is not limited to the fair value of the shares at the time of default or maturity. As |
Net loss per share
Net loss per share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net loss per share | Note 12 - Net Loss Per Share Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. For stock options that were exercised by employees issuing promissory notes to the Company, the shares of common stock issued under such exercises are not included in the calculation of basic net loss per share until the underlying promissory notes are fully paid or forgiven. Diluted net loss per share is computed in a similar manner, but it also includes the effect of potential common shares outstanding during the period, when dilutive. Potential common shares include outstanding stock options, Legacy Volta convertible preferred stock, warrants for Legacy Volta common stock and warrants for Legacy Volta preferred stock. The dilutive effect of potentially dilutive common shares is reflected in diluted net loss per share by application of the treasury stock method for stock options and warrants, and by application of the if-converted method for the Legacy Volta preferred stock. Deposits received for the repayment of the promissory notes for the exercise of stock options are considered in the calculation of diluted net loss per share, in the event the effect is dilutive. To the extent these potential common shares are antidilutive, they are excluded from the calculation of diluted net loss per share. The following table presents the computation of basic and diluted net loss per share for the periods presented: Three Months Ended March 31, 2022 2021 Class A Common Shares Class B Common Shares Class A Common Shares Class B Common Shares (in thousands except share and per share) Numerator: Net loss $ (43,027) $ (5,122) $ (33,085) $ (32,086) Denominator: Basic shares: Weighted-average common shares, basic 153,696,945 18,294,483 7,974,872 7,733,885 Diluted shares: Weighted-average common shares, diluted 153,696,945 18,294,483 7,974,872 7,733,885 Net loss per share attributable to common stockholders: Basic $ (0.28) $ (0.28) $ (4.15) $ (4.15) Diluted $ (0.28) $ (0.28) $ (4.15) $ (4.15) The following weighted average shares of the potentially dilutive outstanding securities for the three months ended March 31, 2022 were excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive given the net loss attributable to common shares. Therefore, the diluted net loss per share is the same as the basic net loss per share for the periods presented. As a result of the Reverse Recapitalization, the Company has retroactively adjusted the weighted-average number of shares of common stock outstanding then by multiplying them by the exchange ratio of approximately 1.2135 used to determine the number of shares of common stock into which they converted. The common stock issued as a result of the redeemable convertible preferred stock conversion on the Closing Date was included in the basic and diluted net loss per share calculation. Three Months Ended March 31, 2022 2021 Anti-dilutive securities Outstanding stock options 10,951,266 12,103,528 Non plan option grants — Convertible preferred stock — 66,821,981 Warrants for common stock 24,328,608 12,103,528 Warrants for preferred stock — 230,820 Options and RSAs exercised under notes receivables 669,522 5,721,421 Unvested RSUs 19,825,356 — — Total anti-dilutive securities 55,774,752 96,981,278 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Lessee Disclosure [Abstract] | |
Leases | Note 13 - Leases The Company is a lessee in several noncancellable operating leases, primarily for office space and the use of spaces for the installation of its electric vehicle charging stations ("site leases"). These leases generally have an initial term ranging from four one Supplemental information related to leases within the condensed consolidated balance sheets is as follows: March 31, 2022 December 31, 2021 Other operating leases information Weighted-average remaining lease term (years) 8.0 8.0 Weighted-average discount rate 11.0 % 11.7 % The following lease costs were recognized in other operating expenses within the accompanying condensed consolidated statements of operations and comprehensive loss: Three Months Ended March 31, 2022 2021 (in thousands) Operating lease costs Fixed lease cost $ 4,138 $ 2,631 Variable lease cost — 41 Total operating lease costs $ 4,138 $ 2,672 Supplemental cash flow information related to leases is as follows: Three Months Ended March 31, 2022 2021 (in thousands) Cash paid for amounts included in the measurement of lease liabilities Operating cash outflows from operating leases $ 2,936 $ 2,054 ROU assets obtained in exchange for lease obligations ROU assets obtained in exchange for operating lease liabilities $ 10,877 $ 4,445 Amounts disclosed for ROU assets obtained in exchange for lease obligations include amounts added to the carrying amount of ROU assets resulting from lease modifications and reassessments. Maturities of lease liabilities as of March 31, 2022 are as follows: Fiscal Year Leases (in thousands) Remainder of 2022 $ 11,948 2023 16,861 2024 16,461 2025 14,948 2026 13,900 Thereafter 48,504 Total undiscounted lease payments 122,622 Less imputed interest (39,761) Total lease liabilities $ 82,861 As of March 31, 2022, there are additional operating leases that have not yet commenced of $9.1 million. These operating leases are expected to commence between fiscal year 2022 and fiscal year 2023 with lease terms of four |
Leases | Note 13 - Leases The Company is a lessee in several noncancellable operating leases, primarily for office space and the use of spaces for the installation of its electric vehicle charging stations ("site leases"). These leases generally have an initial term ranging from four one Supplemental information related to leases within the condensed consolidated balance sheets is as follows: March 31, 2022 December 31, 2021 Other operating leases information Weighted-average remaining lease term (years) 8.0 8.0 Weighted-average discount rate 11.0 % 11.7 % The following lease costs were recognized in other operating expenses within the accompanying condensed consolidated statements of operations and comprehensive loss: Three Months Ended March 31, 2022 2021 (in thousands) Operating lease costs Fixed lease cost $ 4,138 $ 2,631 Variable lease cost — 41 Total operating lease costs $ 4,138 $ 2,672 Supplemental cash flow information related to leases is as follows: Three Months Ended March 31, 2022 2021 (in thousands) Cash paid for amounts included in the measurement of lease liabilities Operating cash outflows from operating leases $ 2,936 $ 2,054 ROU assets obtained in exchange for lease obligations ROU assets obtained in exchange for operating lease liabilities $ 10,877 $ 4,445 Amounts disclosed for ROU assets obtained in exchange for lease obligations include amounts added to the carrying amount of ROU assets resulting from lease modifications and reassessments. Maturities of lease liabilities as of March 31, 2022 are as follows: Fiscal Year Leases (in thousands) Remainder of 2022 $ 11,948 2023 16,861 2024 16,461 2025 14,948 2026 13,900 Thereafter 48,504 Total undiscounted lease payments 122,622 Less imputed interest (39,761) Total lease liabilities $ 82,861 As of March 31, 2022, there are additional operating leases that have not yet commenced of $9.1 million. These operating leases are expected to commence between fiscal year 2022 and fiscal year 2023 with lease terms of four |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14 - Commitments And Contingencies Contingencies From time to time, Volta may become involved in actions, claims, suits and other legal proceedings arising in the ordinary course of its business, including assertions by third parties relating to intellectual property infringement, breaches of contract or warranties or employment-related matters. On March 30, 2022, a putative class action complaint was filed against the Company, one of the Company’s officers and one of the Company's former officers (collectively, the "Defendants") in the United States District Court for the Northern District of California. The lawsuit alleges that Defendants violated the Securities Exchange Act of 1934, as amended, by making materially false and misleading statements regarding the Company’s business, operations and prospects. Plaintiffs seek to represent a class of persons or entities that purchased Volta securities between August 2, 2021 and March 28, 2022. The complaint seeks unspecified damages, attorneys’ fees, and other costs. While the Company believes that the claims are without merit and it intends to vigorously defend against them, however, any litigation is inherently uncertain, and any judgment or injunctive relief entered against the Company or any adverse settlement could materially and adversely impact its business, results of operations, financial condition, and prospects. On March 22, 2022 the Company entered into mediation related to an employment claim. The mediation proposal is expected to settle in the second quarter of 2022 with cash payment of $0.5 million and the remaining $0.1 million paid by the Company’s insurance policy. As of March 31, 2022, the Company has recorded a $0.5 million accrual for this expected settlement. Additionally, as of March 31, 2022 and December 31, 2021, the Company had $0.6 million in accrued expenses and other current liabilities on the condensed consolidated balance sheets for invoices totaling $1.4 million. In good faith, the Company disputed invoices for work performed in 2019. There are various disagreements between the Company and the vendor regarding these invoices. The Company disputes the underlying basis for these amounts and notified the vendor during the year ended December 31, 2019 of the Company’s intent not to pay. Employee benefit plan The Company has a 401(k) defined contribution savings plan that covers substantially all of its employees. The Company contributes a matching contribution of 4.0% of the employee's contribution under applicable safe harbor rules. Employee contribution is also limited by annual maximum amount determined by the Internal Revenue Service. For the three months ended March 31, 2022 and 2021, the Company contributed $0.1 million and $0.2 million, respectively. Purchasing Obligations In the normal course of business, Volta enters into contractual agreements of the purchase of goods and services to ensure availability and timely delivery. Current commitments for purchases reflect Volta's focus on expanding its charging network. As of March 31, 2022, Volta has contractually committed to a purchase of $2.8 million from key suppliers for capital assets, inventory, and services, for the remainder of 2022. |
Income taxes
Income taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Note 15 - Income Taxes The provision for income taxes is recorded at the end of each interim period based on the Company’s best estimate of its effective income tax rate expected to be applicable for the full fiscal year in accordance with ASC 740-270. There is no provision for income taxes because the Company has incurred operating losses since inception and has projected losses for the current year. The Company’s effective income tax rate was 0.0% for the three months ended March 31, 2022 and 2021, and the realization of any deferred tax assets does not satisfy the "is not more likely than not" threshold. |
Related party transactions
Related party transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related party transactions | Note 16 - Related Party Transactions 2Predict, Inc. Prior to April 2021, the Company received consulting services from 2Predict, a firm where a Volta officer was Co-Founder and CEO, and recognized expenses of $0.3 million for the three months ended March 31, 2021, respectively, in selling, general and administrative in the condensed consolidated statements of operations and comprehensive loss. As of March 31, 2022 and December 31, 2021, the Company had no balance in accounts payable - due to related party for the consulting services received. As 2Predict, Inc. was acquired in April 2021 it is no longer a related party (see Note 4 - Acquisitions). Legacy Volta Series D preferred stock Legacy Volta issued 3,891,256 shares of Legacy Volta Series D preferred stock during the year ended December 31, 2021, which at Closing, were converted into 4,722,039 Class A common stock of the Company. Of the 3,891,256 shares of Legacy Volta Series D preferred stock, 2,032,271 shares were to 19York Ventures, which is an entity founded by a Volta Board member, Activate Capital Partners, LP and Energize Ventures, LLC at $7.38 per share for total proceeds of $15.0 million. The 2,032,271 shares of Legacy Volta Series D preferred stock were converted into 2,466,161 Class A common stock of the Company. Promissory notes As of March 31, 2021, the Company had outstanding promissory note agreements with certain executives where the Company loaned $18.5 million at varying interest rates. The promissory notes with employees were required to be settled upon the Closing. The notes associated with three former employees were not required to be settled upon the change of control and going public. However, one of the notes has been settled while the notes with the other two former employees remain outstanding as of March 31, 2022 (see Note 11 - Stockholders’ (Deficit) Equity and Stock-Based Compensation). Legacy Volta Class B common stock During the three months ended March 31, 2021 the Company issued 5,700,000 shares of restricted stock awards of Legacy Volta Class B common stock, which upon the Closing, were converted into 6,916,950 Class A common stock of the Company to the CEO and former President. The awards were fully vested upon issuance. During the year ended December 31, 2021, prior to the Reverse Recapitalization, Activate Capital Partners, LP exercised its Legacy Volta Class B common stock warrants, which upon the Closing, were converted into warrants for 182,025 shares of Class A common stock, at an exercise price of $0.01 per share for a total amount of $1.5 thousand. Subsequent to the Reverse Recapitalization Activate Capital Partners, LP, exercised its warrant for 188,638 shares of Class A common stock warrants, which were issued through a cashless exercise (see Note 11 - Stockholders’ (Deficit) Equity and Stock-Based Compensation). |
Subsequent events
Subsequent events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent events | Note 17 - Subsequent Events The Company has evaluated events subsequent to March 31, 2022 and through the date the financials are made available. The following events occurring subsequent to the condensed consolidated balance sheet date merited recognition or disclosure in these statements. Executive Resignation On March 26, 2022, Scott Mercer entered into an agreement with the Company pursuant to which Mr. Mercer resigned from the Company’s Board effective as of such date and agreed to resign as an employee and officer of the Company, including his position as Chief Executive Officer, effective as of the earlier of (i) the filing date of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and (ii) April 29, 2022. The Company's Annual Report on Form 10-K was filed on April 15, 2022 and Mr. Mercer's resignation became effective as of this date. The Board appointed Brandt Hastings as the Interim Chief Executive Officer, in addition to his current position as the Company’s Chief Revenue Officer, effective as of Mr. Mercer’s resignation described above. The Board has also formed a CEO Search Committee in order to identify a permanent replacement Chief Executive Officer. Escrow Agreement On May 2, 2022, Volta entered into an escrow agreement with the Company's primary lender requiring the Company to deposit $3.3 million to satisfy certain covenants arising from amendments to the senior secured term loan agreement which took effect on March 30, 2022. See "Note 9 - Debt Facilities" for details of the amendments to the term loan agreement. The escrow account established by the escrow agreement was funded in the amount of $3.3 million on May 2, 2022. Legal Proceedings On May 6, 2022, a putative class action complaint was filed against the Company, one of the Company's officers and one of the Company’s former officers (collectively, the “Defendants”) claiming the Defendants violated the Securities Exchange Act of 1934, as amended. The Company believes that the claims are without merit and it intends to defend against them. See Item 1. Legal Proceedings for more details on the class action lawsuit. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | The accompanying condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP") and include the accounts and operations of Volta Inc. and its wholly-owned subsidiaries. Volta Charging, LLC is the primary U.S. operating subsidiary of the Company. |
Consolidation | All intercompany accounts and transactions have been eliminated upon consolidation. |
Use of estimates | The preparation of condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates, judgments and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Significant items subject to management’s estimates and assumptions include, but are not limited to, assumptions underlying the determination of the stand-alone selling prices ("SSP") for performance obligations within revenue arrangements, the fair value of consideration payable to a customer in revenue arrangements, allowance for doubtful accounts, inventory valuation, stock-based compensation, tax valuation allowance, warrant valuation, the incremental borrowing rate for right-of-use ("ROU") assets and lease liabilities, lease term, the valuation and useful lives of property and equipment, goodwill and intangibles, term loan payable and the valuation of assets acquired and liabilities assumed on August 26, 2021, in the Reverse Recapitalization. The Company believes that the estimates and judgments upon which it relies are reasonable based upon information available to the Company at the time that these estimates and judgments are made. The Company periodically evaluates such estimates and adjusts prospectively based upon such periodic evaluation. Actual results could differ materially from those estimates using different assumptions or under different conditions. |
Segment reporting | For the three months ended March 31, 2022 and 2021, the Company was managed as one operating segment as we only report financial information on an aggregate and consolidated basis to the former Chief Executive Officer ("former CEO"), Interim Chief Executive Officer ("Interim CEO") and Chief Financial Officer ("CFO"), collectively, our Chief Operating Decision Makers ("CODM"), who regularly review financial operating results on a consolidated basis for purposes of allocating resources and evaluating financial performance. Although the Company has different revenue streams, the CODM manages the Company as a whole and make decisions at the consolidated level. There are no segment managers who are held accountable for operations, operating results, and plans for components or types of products or services below the consolidated unit level. As of March 31, 2022, a substantial portion of our long-lived assets were located and revenue was earned in the United States. |
Reclassifications | Certain prior period amounts have been reclassified to conform to current period presentation. These reclassifications have no effect on previously reported results of operations or loss per share. |
Cash and cash equivalents | Cash and cash equivalents include on-demand deposits with banks and a mutual fund, respectively, for which cost approximates the fair value. |
Restricted cash | Restricted cash as of March 31, 2022 and December 31, 2021 includes $0.1 million held in escrow related to payments to contractors. |
Accounts receivable and allowance for doubtful accounts | Unbilled receivables result from amounts recognized as revenues but not yet invoiced as of the condensed consolidated balance sheet date. As of March 31, 2022 and December 31, 2021, the Company had $0.9 million and $0.8 million, respectively, in unbilled receivables related to network development revenue, which are included in the accounts receivable balance. The Company had no allowance for doubtful accounts as of March 31, 2022 and December 31, 2021. |
Concentration of risk | Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and accounts receivable. The Company’s cash is held on deposit with high-credit quality financial institutions. Such deposits may at times exceed federally insured limits. The Company has not experienced losses in such amounts or accounts. |
Fair value of financial instruments | The Company evaluates the fair value measurements of all financial assets and liabilities. Fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. A three-tiered hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value. This hierarchy requires that the Company use observable market data, when available, and minimize the use of unobservable inputs when determining fair value: • Level 1, observable inputs such as quoted prices in active markets; • Level 2, inputs other than the quoted prices in active markets that are observable either directly or indirectly; • Level 3, unobservable inputs in which there is little or no market data, which requires that the Company develop its own assumptions. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company's assessment of the significance of a particular input to the fair value measurements requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. |
Foreign currency | The functional currency of our foreign subsidiaries is the local currency or U.S. dollar depending on the nature of the subsidiaries' activities. Monetary assets and liabilities, and transactions denominated in currencies other than the functional currency are remeasured to the functional currency at the exchange rate in effect at the end of the period and are recorded in the current period condensed consolidated statement of operations and comprehensive loss. Gains and losses resulting from remeasurement are recorded in foreign exchange gains (losses), net within other expense, net in the accompanying condensed consolidated statement of operations and comprehensive loss. Subsidiary assets and liabilities with non-U.S. dollar functional currencies are translated at the month-end rate, retained earnings and other equity items are translated at historical rates, and revenues and expenses are translated at average exchange rates during the year. Cumulative translation adjustments are recorded within accumulated other comprehensive income, a separate component of total shareholders' (deficit) equity. |
Inventory | Inventory consists of finished goods in the form of assembled charging stations. Inventory is measured using the first-in, first-out ("FIFO") method and stated at the lower of cost or net realizable value as of March 31, 2022 and December 31, 2021. The value of inventories is reduced for excess and obsolete inventories. The Company monitors inventory to identify events that would require impairment due to obsolete inventory and adjusts the value of inventory when required. The Company recorded no inventory impairment losses for the three months ended March 31, 2022 and 2021. |
Prepaid partnership costs | Prepaid partnership costs consists of licensing fees paid to site partners in Network Development arrangements for the exclusive right to display media on media-enabled charging stations in advance of the lease commencement date. Upon lease commencement, the costs are included in the ROU asset balance. |
Property and equipment | Property and equipment are stated at cost, less accumulated depreciation and amortization. The cost of maintenance and repairs is expensed as incurred, and expenditures that extend the useful lives of assets are capitalized. Charging stations, digital media screens, capitalized research and development equipment, computers and equipment, and furniture are depreciated and amortized using the straight-line method over the estimated useful lives of the respective assets. Leasehold improvements are depreciated using the straight-line method over the shorter of the estimated useful lives of the assets or the lease term, ranging from two Construction in progress includes all costs capitalized related to projects, primarily related to installation of assets that have yet to be placed in service including in-process engineering and construction activities. When assets are retired or otherwise disposed of, the cost and accumulated depreciation or amortization are removed from the condensed consolidated balance sheets, and any resulting gain or loss is reflected in the condensed consolidated statements of operations and comprehensive loss in the period realized. For the three months ended March 31, 2022 and 2021, losses of $0.3 million and $0.1 million, respectively, related to construction in progress that was damaged or abandoned, were recognized in other operating expenses in the accompanying condensed consolidated statements of operations and comprehensive loss. |
Capitalization of software costs and software implementation costs in a cloud computing arrangement | The Company accounts for the costs of software developed for internal-use by capitalizing costs incurred during the application development stage to property and equipment, net on the accompanying condensed consolidated balance sheets. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. The Company amortizes the capitalized costs of internal-use software on a straight-line basis over the estimated useful lives of the assets. The Company recognizes the amortization in depreciation and amortization in the accompanying condensed consolidated statements of operations and comprehensive loss.The Company capitalizes qualified implementation costs incurred in a cloud computing or hosting arrangement that is a service contract under which the Company is the customer. These capitalized implementation costs are recorded within property and equipment, net, on the condensed consolidated balance sheets and are amortized over the lesser of the fixed, non-cancellable term of the associated hosting arrangement or the estimated useful life of the asset on a straight-line basis. Costs incurred during the preliminary project stage, and post-implementation activities, are expensed as incurred. |
Intangible assets | Definite-lived intangible assets primarily consist of intellectual property of 2Predict, Inc. ("2Predict") acquired by the Company in 2021, which have a weighted-average useful life of 1.5 years. Total amortization expense related to the intellectual property of 2Predict within depreciation and amortization for the three months ended March 31, 2022 and 2021 is $0.2 million and $0, respectively. |
Impairment of long-lived assets and intangibles | Intangible assets with finite lives are amortized over their useful lives and reported net of accumulated amortization. The Company evaluates its long-lived assets and intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is assessed by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Although the Company has accumulated losses, the Company believes that the future cash flows will be sufficient to exceed the carrying value of the Company’s long-lived and intangible assets. As of March 31, 2022 and December 31, 2021, the Company determined that no events or changes in circumstances existed that would otherwise indicate any impairment of its long-lived or intangible assets. |
Goodwill | Goodwill represents the excess of the cost of an acquired entity over the fair value of the acquired net assets. The Company accounts for goodwill in accordance with Accounting Standards Update ("ASU") 350, Intangibles Goodwill and Other Intangible assets |
Leases | The Company accounts for leases in accordance with ASC 842, Leases . The lease liabilities and corresponding ROU assets are recognized on the consolidated balance sheets. The Company determines if an arrangement contains a lease at inceptio n. The Company recognizes an ROU asset and a lease liability at the lease commencement date for operating leases with terms greater than 12 months. ROU assets represent the Company's right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease . The initial measurement of ROU assets is comprised of the initial amount of the lease liability, adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred, less any lease incentives received. ROU assets are subsequently measured throughout the lease term at the carrying amount of the lease liability, plus any initial direct costs, plus (less) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense is recognized on a straight-line basis over the lease term. The Company does not have material financing leases as of March 31, 2022. The interest rate used to determine the present value of the future lease payments is the Company's incremental borrowing rate as the Company generally cannot determine the implicit rate because it does not have access to the lessor's residual value or the amount of the lessor's deferred initial costs. The incremental borrowing rate is the interest rate the Company would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. Lease terms include the noncancellable period of the lease plus any additional periods covered by either an option to extend (or not terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not terminate) the lease controlled by the lessor. Variable lease payments associated with the Company's leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed occurs. Variable lease payments are recognized in other operating expenses in the condensed consolidated statement of operations and comprehensive loss. The Company identifies separate lease and non-lease components within the contract. Non-lease components primarily include payments for electricity reimbursements made to the landlord. The Company has elected the practical expedient to combine lease and non-lease payments and account for them together as a single lease component, which increases the amount of the Company's ROU assets and lease liabilities. |
Debt issuance costs | The Company accounts for the costs incurred in connection with borrowings under financing facilities as deferred and amortized over the life of the related financing on a straight-line basis which approximates the effective interest method. |
Equity issuance costs | For the three months ended March 31, 2021, the Company raised $28.7 million through sales of Legacy Volta Series D preferred stock resulting in $1.3 million of equity issuance costs, paid in cash. During the three months ended March 31, 2022, no additional equity was raised that resulted in equity issuance costs. As a part of the Closing all Legacy Volta Series D and Legacy Volta D-1 preferred stock were converted to Legacy Volta Class B common stock and Legacy Volta Class B common stock were converted to Class A common stock of Volta Inc. upon the Closing (Note 11 - Stockholders’ (Deficit) Equity and Stock-Based Compensation). |
Stock warrants | Legacy Volta historically classified preferred stock warrants issued in connection with certain historical debt arrangements as long-term liabilities on the condensed consolidated balance sheets at their estimated fair value because the underlying preferred stock was contingently redeemable. At initial recognition, the warrants were recorded at their estimated fair value calculated using the Option Pricing Model ("OPM") Backsolve approach, under the market method. The Company does not currently have any preferred stock warrants. The Company’s common stock warrants are freestanding warrants that were issued by Legacy Volta in connection with certain debt and equity financing transactions ("Legacy Volta Warrants"). At the Closing, the Legacy Volta Warrants were converted into warrants to purchase Volta Class A common stock ("Converted Warrants"). The Converted Warrants were classified as equity instruments at the grant date fair value calculated using the OPM Backsolve approach and were not subject to revaluation at the condensed consolidated balance sheet date. Additionally, Tortoise Corp II sold Public Warrants and issued warrants to TortoiseEcofin Borrower, LLC (“Tortoise Borrower”) in a private placement simultaneously with the closing of the IPO (the "Private Warrants"). The warrants are convertible to Volta Class A common stock. As the Public Warrants and Private Warrants do not meet the criteria for equity treatment, they are recorded as liabilities on the condensed consolidated balance sheets. Accordingly, the Company classifies the Private Warrants and Public Warrants as liabilities and records them at fair value, with the change recorded in the change in fair value of warrant liability in the accompanying condensed consolidated statements of operations and comprehensive loss. |
Revenue recognition | Revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services by following a five-step process, (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price, and (v) recognize revenue when or as the Company satisfies a performance obligation. The Company generally considers a sales contract and/or agreement with an approved purchase order as a customer contract provided that collection is considered probable, which is assessed based on the creditworthiness of the customer. The Company combines contracts with a customer if contracts are entered into at or near the same time with the same customer and are negotiated with a single commercial substance or contain price dependencies. As it enters contracts with customers, the Company evaluates distinct goods and services promised in the contract to identify the appropriate performance obligations. The performance obligations include advertising services, charging stations, which include Alternate Current ("AC") or Direct Current Fast Charging ("DCFC") stations, installation services, operation and maintenance services, installed infrastructure, regulatory credits and Software as a Service ("SaaS"). The Company generally contracts with customers at fixed amounts and has not experienced significant returns or price concessions and discounts to contacted terms. To the extent the Company is entitled to variable consideration on the sale of goods or services, it will estimate the amount it expects to collect as part of the transaction price provided it is probable that a significant reversal of revenue will not occur when the uncertainty related to variable consideration is resolved. When a contract contains multiple performance obligations, the Company allocates the transaction price to each performance obligation using the relative SSP method. The determination of SSP is judgmental and is based on the price the Company would charge for the same good or service if it were sold separately in a standalone sale to similar customers in similar circumstances. As the charging stations, installation and operation and maintenance services are never sold separately, the Company utilizes an expected cost plus a margin approach to determine the SSP for each of the separate performance obligations. Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for promised goods or services. For revenue generated from contracts with customers involving another party, the Company considers if it maintains control of the specified goods or services before they are transferred to the customer, as well as other indicators such as the party primarily responsible for fulfillment, collection risk, and discretion in establishing prices. When the Company controls the performance of contractual obligations to the customer, it records revenue at the gross amount paid by the customer with amounts paid as commissions to Agents recorded in cost of services. Disaggregation of revenue Media revenue is generated by displaying paid media advertising on the Company's network of media-enabled charging stations. Parties pay for advertising either directly or through their relationships with advertising agencies, based on the number of impressions delivered over the contract term, which is typically less than one year. Media revenue is recognized over time as the impressions are displayed on media-enabled charging stations over the contract term. The Company typically bills customers in arrears on a monthly basis, and payments are typically due within one month after advertising delivery. Media revenue is recorded in service revenue in the accompanying condensed consolidated statements of operations and comprehensive loss. Network development Network Development revenue consists of revenue generated through installation and infrastructure development services, operation and maintenance services offered over the contract term, sales of installed infrastructure and charging station products. Revenue from installation and infrastructure development services is recognized over time using an input method based on costs incurred to measure progress toward complete satisfaction of the performance obligation. Revenue from operation and maintenance services is recognized ratably over the term of the arrangement as the services are performed. Revenue from the sale of installed infrastructure is recognized at a point in time when control of the installed infrastructure is transferred to the customer. Revenue from charging stations is recognized at the point in time when control of the charging station is transferred to the customer, which is typically when the charging station is delivered at the designated customer site. If the arrangement contains a lease, the lease component is accounted for in accordance with ASC 842, Leases . In some arrangements, the Company has executed a sale and leaseback of the digital media screens (sale leaseback) and has also acquired the right to control the use of the location to advertise over a set term (location lease) (see Note 9 - Debt Facilities). During the construction phase, the Company does not control the underlying asset on the customer’s property. If the leaseback qualifies as a financing arrangement, the Company will not record a sale for accounting purposes of the digital media screen and will depreciate that asset over its useful life. For contractual payments that do not exceed the fair value of the location lease obligation, the Company records a lease liability and an associated ROU asset based on the discounted lease payments. In some instances, the Company may receive a lease incentive from the lessor which is recorded as a reduction to the ROU asset. The determination of the transaction price for Network Development revenue may require judgment and can affect the amount and timing of revenue. The transaction price is based on the consideration that the Company expects to be entitled to for providing the Network Development products and services on a standalone basis. Almost all of the transaction price is based on fixed cash consideration received from customers. The transaction price is allocated between lease and non-lease components based on a relative-selling price basis. However, in arrangements where the Company pays consideration to a customer for a distinct good or service, the consideration payable to a customer is limited to the fair value of the distinct good or service received by the customer. If the contractual payments for the location lease of this arrangement are in excess of fair value, then the Company will estimate the excess contractual payments over fair value and record that amount as a reduction to the transaction price in the arrangement. The reduction to transaction price for consideration payable to a customer is recognized at the later of when the Company pays or promises to pay the consideration or when the Company recognizes the related revenue for the transferred products and services. The Company reduced the transaction price and recognized consideration payable to a customer of $0.2 million and $0.1 million for the three months ended March 31, 2022 and 2021, respectively. The Company typically bills the customer at contract inception for charging stations and installation services and bills the customer on a quarterly basis in advance for operation and maintenance services. Payments are typically due within one month after billing. Revenue generated through infrastructure development services, installation services, operation and maintenance services and installed infrastructure is recorded in service revenue in the accompanying condensed consolidated statements of operations and comprehensive loss. Revenue generated through charging station products is recorded in product revenue in the accompanying condensed consolidated statements of operations and comprehensive loss. Charging network operations Charging Network Operations revenue correlates to usage of stations, and are currently, primarily generated by selling regulatory credits or California's Low-Carbon Fuel Standard ("LCFS") credits to other regulated entities and pay-for-use charging. The Company recognizes revenue from regulatory credits at the point in time when the regulatory credits are sold to the customer. Revenue from driver charging sessions and charging transaction fees is recognized at the point in time the charging session or transaction is completed. The Company is transitioning to a pay-for-use charging model and charging revenue has been insignificant as of March 31, 2022. Costs associated Charging Network Operations is comprised of a minor amount of personnel-related costs which is presented in selling, general and administrative in the accompanying condensed consolidated statements of operations and comprehensive loss. Charging Network Operations revenue is recorded in other revenue in the accompanying condensed consolidated statements of operations and comprehensive loss. Network intelligence Network Intelligence revenue is generated through the delivery of SaaS to the customer. The Company recognizes Network Intelligence revenue ratably over the contract term on a time-elapsed basis as the SaaS is provided over the license period. Network Intelligence revenue is recorded in other revenue in the condensed consolidated statements of operations and comprehensive loss. Most costs associated with Network Intelligence revenue qualify as internal-use software and are capitalized and recorded within property and equipment, net on the accompanying condensed consolidated balance sheets. Practical expedient and policy elected The Company utilized the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component if the Company generally expects, at contract inception, that the period between when the Company transfers control of the promised good or service and when the Company receives payment from the customer is within one year or less. At contract inception, the Company generally expects to complete installation and transfer control of media-enabled charging stations to customers and receive payment within one year of contract execution. The Company generally expects to fulfill media campaigns and receive payment for advertising sales within one year. The Company has elected to present revenue net of sales taxes remitted to government authorities. Remaining performance obligations The transaction price allocated to the remaining performance obligation represents contracted revenue that has not yet been recognized, which includes deferred revenue and unbilled amounts that are expected to be recognized as revenue in future periods and excludes the performance obligations that are subject to cancellation terms. The remaining performance obligations related to advertising services, the sale of media-enabled charging stations, installation services and SaaS are expected to be recognized as revenue within the next twelve months and are recorded within deferred revenue on the accompanying condensed consolidated balance sheets. The unbilled amount was $0.9 million and $0.8 million as of March 31, 2022 and December 31, 2021. The total remaining performance obligations, excluding advertising services contracts that have a duration of one year or less, were $25.2 million and $31.4 million as of March 31, 2022 and December 31, 2021, respectively. As of March 31, 2022, the Company expects to recognize approximately 61.3% of its remaining performance obligations as revenues in the next twelve months, and the remainder thereafter, respectively. Deferred revenue Deferred revenue primarily consists of billings or payments received from customers in advance of revenue recognized for the sale of media-enabled charging stations, installation and operation and maintenance services, and is recognized as revenue upon transfer control or as services are performed. The Company generally invoices customers in advance or in milestone-based installments. Revenue recognized for the three months ended March 31, 2022 and 2021 that was included in the deferred revenue balance as of December 31, 2021 and 2020 was Costs to obtain a contract with a customer The Company elected to apply the practical expedient available under ASC 340-40, Other Assets and Deferred Costs - Contracts with Customer s, to not capitalize incremental costs of obtaining a contract, such as sales commissions, if the amortization period is less than one year. Commissions paid for certain sales of advertising are expensed as incurred as most media campaigns are scheduled to run less than one year and the resulting amortization period would have been one year or less. Commissions related to infrastructure development contracts are expensed as incurred as construction projects are expected to be completed within one year and the resulting amortization period would have been one year or less. Sales commissions are also paid for obtaining a network development contract with a site host that purchases media-enabled charging stations and related services. As the typical contract term for these agreements exceeds one year, the Company does not apply this practical expedient. Sales commissions that are considered incremental and recoverable costs of obtaining a contract with a customer are capitalized and included in prepaid expenses and other current assets and other non-current assets on the condensed consolidated balance sheets. The deferred costs are then amortized over the period of benefit consistent with the transfer of the goods and services to the customer to which the asset relates and is included in selling, general and administrative in the accompanying condensed consolidated statements of operations and comprehensive loss. The ending balances of assets recognized from costs of obtaining a contract with a customer were $44.6 thousand included in prepaid expenses and other current assets as of both March 31, 2022 and December 31, 2021, respectively, and $0.3 million included in other non-current assets as of both March 31, 2022 and December 31, 2021. Amortization expense related to assets recognized from costs to obtain a contract with a customer was $11.2 thousand and $0.1 million for the three months ended March 31, 2022 and 2021, respectively. The Company did not recognize any contract cost impairment losses for the three months ended March 31, 2022 and 2021. |
Cost of revenues (excluding depreciation and amortization) | Costs of services Costs of services consist of costs attributable to the Network Development revenue and Media revenue. Costs associated with Network Development consist of costs associated with providing installation, infrastructure development and operations and maintenance services, including personnel-related costs associated with delivering services, such as salaries and benefits. Costs associated with Media revenue consist of costs associated with providing advertising services, including related rental payments on location leases for the advertising displays, for charging sites, station electricity, and labor costs directly related to service revenue-generating activities. Cost of products Cost of products consists primarily of hardware costs and shipping costs. Hardware costs primarily relate to AC and DCFC stations which includes the cost of station chassis, the electric vehicle chargers, routers, and computers. |
Selling, general and administrative | Selling, general and administrative consists primarily of employee-related costs, including salaries, employee benefits, and stock-based compensation, repair and maintenance expenses on corporate facilities and equipment and marketing. Additionally, selling, general and administrative consists of rebates and incentives received from utility companies for the installation of electric vehicle charging stations and related infrastructure. Additionally, for the three months ended March 31, 2022 and 2021 research and development expenses included in selling, general and administrative were $0.2 million and $1.3 million, respectively. |
Advertising expenses | The Company expenses advertising expenses as they are incurred. Advertising expenses for the three months ended March 31, 2022 and 2021 were $0.3 million, and $0.1 million, respectively and are included in selling, general and administrative in the condensed consolidated statements of operations and comprehensive loss. The Company does not capitalize any advertising expenses. |
Other expenses, net | Other expense, net, consists primarily of miscellaneous expenses or income that are not related to core business operations. For the three months ended March 31, 2022 and 2021, other expenses, net were immaterial. |
Stock-based compensation | The Company accounts for all share-based payment awards granted to employees and non-employees based on the fair value of the awards on the date of the grant. For service-based awards, stock-based compensation is recognized in selling, general and administrative in the condensed consolidated statements of operations and comprehensive loss over the period during which the employee is required to perform service in exchange for the award (generally the vesting period of the award). The Company estimates the fair value of stock options on the date of grant using the Black-Scholes OPM. The grant-date fair value of option awards is based upon the fair value of the Company’s common stock as of the date of grant, as well as estimates of the expected term of the awards, expected common stock price volatility over the expected term of the option awards, risk-free interest rates and expected dividend yield. Forfeitures are recognized as they occur. Compensation cost is recognized over the vesting period of the applicable award using the straight-line method. For service and performance-based restricted stock units and awards, the fair value is based on the closing price for the Company's common stock on the date of the grant. Compensation cost for service-based awards is recognized on a straight-line basis over the requisite service period. Compensation cost for performance-based awards is recognized on a straight-line basis over the requisite service period if it is probable that the performance condition will be satisfied given the awards vest upon achievement of the performance condition. For market-based awards, the fair value is measured on the grant date using a Binomial Lattice Valuation Model ("BLM"). The requisite service period is also determined through the use of a BLM. Compensation cost associated with awards granted with market-based vesting conditions is recognized over the requisite service period for each tranche using the accelerated attribution method even if the market condition is never satisfied. |
Comprehensive loss and accumulated other comprehensive income | The components of comprehensive loss consist of net loss and changes in foreign currency exchange rate translation. The changes in foreign currency exchange rate translation are excluded from earnings and reported as a component of stockholders’ (deficit) equity. The foreign currency translation adjustment results from those subsidiaries not using the United States dollar as their functional currency since the majority of their economic activities are primarily denominated in their applicable local currency. Accordingly, all assets and liabilities related to these operations are translated at the current exchange rates at the end of each period, whereas revenues and expenses are translated at average exchange rates in effect during the period. The resulting cumulative translation adjustments are recorded directly to the accumulated other comprehensive income account in stockholders’ (deficit) equity. For the three months ended March 31, 2022 and 2021, the Company had total comprehensive loss of $48.1 million and $65.2 million, respectively, and for the three months ended March 31, 2022 and the year ended December 31, 2021, accumulated other comprehensive income of $0.3 million and $0.2 million, respectively. |
COVID-19 impact | On January 30, 2020, the World Health Organization ("WHO") announced a global health emergency because of a new strain of coronavirus ("COVID-19"). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve and the impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets, the global supply chain and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. We continue to monitor the ongoing and dynamic impacts of COVID-19, as well as guidance from federal, state and local public health authorities. |
Recent accounting pronouncements | Recently issued accounting pronouncements not yet adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326) : Measurement of Credit Losses on Financial Instruments . The ASU was subsequently amended by ASU No. 2018-19, ASU No. 2019-04, ASU No. 2019-05, ASU No. 2019-10, ASU 2019-11, and ASU 2022-02. The guidance amended reporting requirements for credit losses for assets held at amortized cost basis and available-for-sale debt securities. For available-for-sale debt securities, credit losses will be presented as an allowance rather than as a write-down. In addition, the length of time a security has been in an unrealized loss position will no longer impact the determination of whether a credit loss exists. ASU No. 2016-13, as subsequently amended for various technical issues, is effective for emerging growth companies following private company adoption dates for fiscal years beginning after December 15, 2022, and for interim periods within those fiscal years. If the Company were to lose smaller reporting company status in 2022, the standard would be effective immediately. The Company has not yet determined the potential effects of this ASU on its condensed consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies the accounting for certain convertible instruments, amends guidance on derivative scope exceptions for contracts in an entity’s own equity and modifies the guidance on diluted earnings per share ("EPS") calculations as a result of these changes. The standard can be applied on either a fully retrospective or modified retrospective basis by an entity. The ASU if effective for companies that meet the definition of a smaller reporting company for fiscal years beginning after December 15, 2023. If the Company were to lose smaller reporting company status in 2022, the standard would be effective for the fiscal year beginning after December 15, 2021. The Company does not expect a significant impact of this ASU on the condensed consolidated financial statements . In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832) . This ASU requires business entities to disclose information about government assistance they receive if the transactions were accounted for by analogy to either a grant or a contribution accounting model. The disclosure requirements include the nature of the transaction and the related accounting policy used, the line items on the balance sheets and statements of operations that are affected and the amounts applicable to each financial statement line item and the significant terms and conditions of the transactions. The ASU is effective for annual periods beginning after December 15, 2021. The disclosure requirements can be applied either retrospectively or prospectively to all transactions in the scope of the amendments that are reflected in the financial statements at the date of initial application and new transactions that are entered into after the date of initial application. The Company does not expect a significant impact of this ASU on the condensed consolidated financial statements. |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of property plant and equipment, useful life | Asset Useful Lives (In Years) Charging stations and digital media screens 5-10 Capitalized research and development equipment 2-5 Computers and equipment 3-5 Furniture 5 Leasehold improvements 2-5 Capitalized software 3 |
Schedule of disaggregation of revenue | The Company disaggregates revenue by major category in the table below based on what it believes are the primary economic factors that impact the nature, amount, timing, and uncertainty of revenue and cash flows from these customer contracts. Three Months Ended March 31, 2022 2021 Revenues (in thousands) Media Revenue (formerly Behavior and Commerce) $ 6,118 $ 3,529 Network Development 2,214 1,001 Charging Network Operations 1 — Network Intelligence 53 210 Total revenues $ 8,386 $ 4,740 |
Fair value measurements (Tables
Fair value measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial instruments measured at fair value | The following tables present information about the Company’s liabilities that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Carrying Amount Total Level 1 Level 2 Level 3 December 31, 2021 (in thousands) Liabilities Senior secured term loan $ 39,995 $ 41,242 $ — $ 41,242 $ — Public warrants 16,036 16,036 16,036 — — Private warrants 11,036 11,036 — — 11,036 Total $ 67,067 $ 68,314 $ 16,036 $ 41,242 $ 11,036 March 31, 2022 Liabilities Senior secured term loan $ 35,996 $ 37,118 $ — $ 37,118 $ — Public warrants 7,328 7,328 7,328 — — Private warrants 5,043 5,043 — — 5,043 Total $ 48,367 $ 49,489 $ 7,328 $ 37,118 $ 5,043 |
Schedule of fair value measurement inputs and valuation techniques | The following table provides quantitative information regarding Level 3 Private Warrants fair value measurements inputs at their measurement dates: March 31, 2022 December 31, 2021 Expected dividend yield — % — % Risk-free interest rate 2.4 % 1.2 % Expected volatility 242.0 % 132.5 % Expected term (in years) 4.4 4.5 |
Schedule of derivative liabilities at fair value | The changes in the fair value of the Private Warrants, Public Warrants and Legacy Volta preferred stock warrants were as follows: (in thousands) December 31, 2020 $ 698 Increase (decrease) in fair value of warrants (88) March 31, 2021 $ 610 December 31, 2021 $ 27,072 Increase (decrease) in fair value of Private and Public Warrants (14,700) March 31, 2022 $ 12,372 The Public and Private Warrants do not meet the criteria for equity treatment and must be recorded as liabilities on the condensed consolidated balance sheets. Accordingly, the Company classifies the warrants as liabilities and records them at fair value. Private Warrants Public Warrants Total common stock warrants Outstanding as of December 31, 2020 — — — Common stock warrants added upon the Reverse Recapitalization 5,933,333 8,621,715 14,555,048 Warrants exercised — (275) (275) Outstanding as of December 31, 2021 5,933,333 8,621,440 14,554,773 Warrants exercised — — — Outstanding as of March 31, 2022 5,933,333 8,621,440 14,554,773 |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment, net, as of March 31, 2022 and December 31, 2021, consist of the following: March 31, 2022 December 31, 2021 (in thousands) Charging stations and digital media screens $ 92,466 $ 79,104 Construction in progress: stations 47,795 33,434 Capitalized research and development equipment 2,738 2,689 Leasehold improvements 962 856 Computer and office equipment 1,670 1,459 Development in progress: software 1,724 86 Furniture 229 229 Other fixed assets 3,943 3,736 Capitalized software 888 888 Total property and equipment 152,415 122,481 Less accumulated depreciation and amortization (27,827) (24,753) Property and equipment, net $ 124,588 $ 97,728 |
Accrued expenses and other cu_2
Accrued expenses and other current liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities as of March 31, 2022 and December 31, 2021 consist of the following: March 31, 2022 December 31, 2021 (in thousands) Charging station expenses $ 9,265 $ 5,393 Lease incentive liability 1,953 2,354 Employee related expenses 7,079 9,239 Other 1,347 1,038 Deposit liability — 850 Accrued interest — 1,294 Total accrued expenses and other liabilities $ 19,644 $ 20,168 |
Debt facilities (Tables)
Debt facilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | The Company’s outstanding debt instruments as of March 31, 2022 and December 31, 2021 are as follows: March 31, 2022 December 31, 2021 (in thousands) Term loan $ 36,750 $ 40,833 Less current maturities, net of unamortized debt issuance costs 15,998 15,998 Less unamortized debt issuance costs, non-current portion 754 838 Total loans payable, net of unamortized debt issuance costs and current term loan payable $ 19,998 $ 23,997 Term loan payments by period as of March 31, 2022 are as follows: Fiscal Year (in thousands) Remainder of 2022 $ 12,250 2023 16,333 2024 8,167 $ 36,750 |
Schedule of maturities of long-term debt | As of March 31, 2022 future payments under financing obligations were as follows: Fiscal Year (in thousands) Remainder of 2022 $ 887 2023 1,325 2024 1,159 2025 746 2026 339 Thereafter 178 Total future payments 4,634 Less amount representing interest 766 Total financing obligations $ 3,868 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivative liabilities at fair value | The changes in the fair value of the Private Warrants, Public Warrants and Legacy Volta preferred stock warrants were as follows: (in thousands) December 31, 2020 $ 698 Increase (decrease) in fair value of warrants (88) March 31, 2021 $ 610 December 31, 2021 $ 27,072 Increase (decrease) in fair value of Private and Public Warrants (14,700) March 31, 2022 $ 12,372 The Public and Private Warrants do not meet the criteria for equity treatment and must be recorded as liabilities on the condensed consolidated balance sheets. Accordingly, the Company classifies the warrants as liabilities and records them at fair value. Private Warrants Public Warrants Total common stock warrants Outstanding as of December 31, 2020 — — — Common stock warrants added upon the Reverse Recapitalization 5,933,333 8,621,715 14,555,048 Warrants exercised — (275) (275) Outstanding as of December 31, 2021 5,933,333 8,621,440 14,554,773 Warrants exercised — — — Outstanding as of March 31, 2022 5,933,333 8,621,440 14,554,773 |
Stockholders_ deficit and sto_2
Stockholders’ deficit and stock-based compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Schedule of stock by class | The following summarized the Company’s preferred stock conversion immediately after the Reverse Recapitalization: Preferred Shares Conversion Ratio Common Stock Series A redeemable convertible preferred stock 7,363,856 1.2135 8,936,039 Series B redeemable convertible preferred stock 11,090,568 1.2135 13,458,404 Series C redeemable convertible preferred stock 18,581,768 1.2135 22,548,975 Series C-1 redeemable convertible preferred stock 665,428 1.2135 807,497 Series C-2 redeemable convertible preferred stock 7,675,798 1.2135 9,314,581 Series D redeemable convertible preferred stock 13,266,042 1.2135 16,098,342 Series D-1 redeemable convertible preferred stock 8,283,574 1.2135 10,052,117 Total 66,927,034 81,215,955 |
Schedule of common stock shares outstanding | Company’s common stock outstanding Authorized Shares Issued and Outstanding Shares March 31, 2022 Volta Class A common stock 350,000,000 161,849,487 Volta Class B common stock 50,000,000 395,335 Total common stock outstanding 400,000,000 162,244,822 December 31, 2021 Volta Class A common stock 350,000,000 152,218,214 Volta Class B common stock 50,000,000 9,887,185 Total common stock outstanding 400,000,000 162,105,399 |
Schedule of common stock, capital shares reserved for future issuance | Shares reserved for issuance The Company has the following shares of common stock reserved for future issuance, on an as-if converted basis: March 31, 2022 December 31, 2021 Outstanding Public Warrants 8,621,440 8,621,440 Outstanding Private Warrants 5,933,333 5,933,333 Common stock warrants 9,773,835 9,773,835 Options and RSUs outstanding 30,776,622 41,152,791 Shares available for grant – 2021 Equity Incentive Plan 21,720,450 14,357,382 Shares available for purchase - 2021 ESPP Plan 3,715,944 3,715,944 Total shares of common stock reserved 80,541,624 83,554,725 |
Schedule of option award activity | Stock option activity and activity regarding shares available for grant under the Plan is as follows: Number of options outstanding Weighted-average exercise price per share Weighted-average remaining contractual life Aggregate intrinsic value (in years) (in thousands) January 1, 2021 17,558,731 $ 0.93 8.2 $ 30,881 Options granted 7,248,934 3.93 Options exercised (12,796,353) 0.79 Options forfeited (544,526) 2.53 Options expired (2,022) 0.73 December 31, 2021 11,464,764 $ 2.66 8.3 $ 53,695 Options granted — $ — $ — $ — Options exercised (139,423) 1.04 — — Options forfeited (335,424) $ 5.04 $ — $ — Options expired (38,651) 0.83 — — March 31, 2022 10,951,266 $ 2.61 6.8 $ 12,532 Options vested and exercisable as of December 31, 2021 4,830,158 $ 1.30 7.4 $ 29,176 Options vested and exercisable as of March 31, 2022 5,466,700 1.54 6.1 8,607,549 |
Schedule of restricted stock unit activity | A summary of the RSU activity for the three months ended March 31, 2022 was as follows: Number of shares Weighted-average grant date fair value January 1, 2021 — $ — RSUs granted 29,763,009 10.70 RSUs vested — — RSUs forfeited (75,000) 12.10 December 31, 2021 29,688,009 10.70 RSUs granted 9,172,637 3.69 RSUs vested (10,500,000) 9.30 RSUs forfeited (8,535,290) 10.63 March 31, 2022 19,825,356 5.24 RSUs vested, not yet released as of March 31, 2022 10,500,000 $ 9.30 |
Schedule of share-based payment award, stock options, valuation assumptions | The weighted-average assumptions that were used in calculating such values during the three months ended March 31, 2021 were as follows: Three Months Ended March 31, 2021 Expected dividend yield — % Risk-free interest rate 0.6 % Expected volatility 57.7 % Expected term (in years) 5.8 Three Months Ended March 31, 2022 Expected dividend yield — % Risk-free interest rate 1.5 % Expected volatility 90.0 % Expected term (in years) 4.6 Valuation as of Expected dividend yield — % Risk-free interest rate 2.5 % Expected volatility 90.0 % Expected term (in years) 4.4 |
Schedule of stock-based compensation expense | The components of stock-based compensation expense recorded with respect to the modified awards for Mr. Wendel is as follows for the three months ended March 31, 2022: Three Months Ended March 31, 2022 Reversal of previously recorded market-based RSU expense $ (9,879) Incremental expense for modified market-based RSUs $ 13,290 Incremental expense for modified stock options $ 3,662 Total stock-based compensation expense $ 7,073 Three Months Ended March 31, 2022 Reversal of previously recorded market-based RSU expense $ (11,526) Incremental expense for modified market-based RSUs $ 15,505 Incremental expense for modified stock options $ 863 Total stock-based compensation expense $ 4,842 |
Net loss per share (Tables)
Net loss per share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share, basic and diluted | The following table presents the computation of basic and diluted net loss per share for the periods presented: Three Months Ended March 31, 2022 2021 Class A Common Shares Class B Common Shares Class A Common Shares Class B Common Shares (in thousands except share and per share) Numerator: Net loss $ (43,027) $ (5,122) $ (33,085) $ (32,086) Denominator: Basic shares: Weighted-average common shares, basic 153,696,945 18,294,483 7,974,872 7,733,885 Diluted shares: Weighted-average common shares, diluted 153,696,945 18,294,483 7,974,872 7,733,885 Net loss per share attributable to common stockholders: Basic $ (0.28) $ (0.28) $ (4.15) $ (4.15) Diluted $ (0.28) $ (0.28) $ (4.15) $ (4.15) |
Schedule of antidilutive securities excluded from computation of earnings per share | The following weighted average shares of the potentially dilutive outstanding securities for the three months ended March 31, 2022 were excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive given the net loss attributable to common shares. Therefore, the diluted net loss per share is the same as the basic net loss per share for the periods presented. As a result of the Reverse Recapitalization, the Company has retroactively adjusted the weighted-average number of shares of common stock outstanding then by multiplying them by the exchange ratio of approximately 1.2135 used to determine the number of shares of common stock into which they converted. The common stock issued as a result of the redeemable convertible preferred stock conversion on the Closing Date was included in the basic and diluted net loss per share calculation. Three Months Ended March 31, 2022 2021 Anti-dilutive securities Outstanding stock options 10,951,266 12,103,528 Non plan option grants — Convertible preferred stock — 66,821,981 Warrants for common stock 24,328,608 12,103,528 Warrants for preferred stock — 230,820 Options and RSAs exercised under notes receivables 669,522 5,721,421 Unvested RSUs 19,825,356 — — Total anti-dilutive securities 55,774,752 96,981,278 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Lessee Disclosure [Abstract] | |
Schedule of supplemental balance sheets information | Supplemental information related to leases within the condensed consolidated balance sheets is as follows: March 31, 2022 December 31, 2021 Other operating leases information Weighted-average remaining lease term (years) 8.0 8.0 Weighted-average discount rate 11.0 % 11.7 % |
Schedule of lease cost | The following lease costs were recognized in other operating expenses within the accompanying condensed consolidated statements of operations and comprehensive loss: Three Months Ended March 31, 2022 2021 (in thousands) Operating lease costs Fixed lease cost $ 4,138 $ 2,631 Variable lease cost — 41 Total operating lease costs $ 4,138 $ 2,672 |
Schedule of supplemental cash flows information | Supplemental cash flow information related to leases is as follows: Three Months Ended March 31, 2022 2021 (in thousands) Cash paid for amounts included in the measurement of lease liabilities Operating cash outflows from operating leases $ 2,936 $ 2,054 ROU assets obtained in exchange for lease obligations ROU assets obtained in exchange for operating lease liabilities $ 10,877 $ 4,445 |
Schedule of maturity of operating lease liability | Maturities of lease liabilities as of March 31, 2022 are as follows: Fiscal Year Leases (in thousands) Remainder of 2022 $ 11,948 2023 16,861 2024 16,461 2025 14,948 2026 13,900 Thereafter 48,504 Total undiscounted lease payments 122,622 Less imputed interest (39,761) Total lease liabilities $ 82,861 |
Description of business (Detail
Description of business (Details) - $ / shares | Aug. 26, 2021 | Feb. 07, 2021 |
Class A Common Stock warrants | ||
Class of Warrant or Right [Line Items] | ||
Trading price (in dollars per share) | $ 11.50 | $ 11.50 |
Summary of significant accoun_4
Summary of significant accounting policies - Additional information (Details) | Apr. 21, 2021 | Mar. 31, 2022USD ($)segments | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) |
Accounting Policies [Line Items] | ||||
Number of operating segments | segments | 1 | |||
Restricted cash | $ 100,000 | $ 100,000 | ||
Unbilled receivables | 900,000 | 800,000 | ||
Allowance for doubtful accounts | 0 | 0 | ||
Impairment of goodwill | 0 | 0 | ||
Consideration payables to customers | (200,000) | $ (100,000) | ||
Research and development expense | 200,000 | 1,300,000 | ||
Advertising expense | 300,000 | 100,000 | ||
Contract with customer, liability | 7,400,000 | 7,200,000 | ||
Remaining performance obligation, amount | 25,200,000 | 31,400,000 | ||
Revenue recognized | 2,000,000 | 800,000 | ||
Deferred revenue | 7,181,000 | 8,450,000 | ||
Amortization expense | 11,200 | 100,000 | ||
Impairment loss | $ 0 | 0 | ||
Percent of remaining performance obligations to be recognized as revenues next twelve months | 61.30% | |||
Accumulated other comprehensive income | $ 301,000 | 213,000 | ||
Total comprehensive loss | (48,061,000) | (65,171,000) | ||
Series D | ||||
Accounting Policies [Line Items] | ||||
Proceeds from sale of equity | 28,700,000 | |||
2Predict, Inc. | ||||
Accounting Policies [Line Items] | ||||
Definite-lived intangible asset, useful life | 1 year 6 months | |||
Finite-lived intangibles, amortization | 200,000 | 0 | ||
Term loan | ||||
Accounting Policies [Line Items] | ||||
Less current maturities, net of unamortized debt issuance costs | 100,000 | 100,000 | ||
Prepaid Expenses and Other Current Assets | ||||
Accounting Policies [Line Items] | ||||
Asset purchase | 44,600 | 44,600 | ||
Other Noncurrent Assets | ||||
Accounting Policies [Line Items] | ||||
Asset purchase | 300,000 | 300,000 | ||
Unbilled Revenues | ||||
Accounting Policies [Line Items] | ||||
Contract with customer, liability | 900,000 | $ 800,000 | ||
Construction in progress: stations | ||||
Accounting Policies [Line Items] | ||||
Other cost and expense | $ 300,000 | $ 100,000 |
Summary of significant accoun_5
Summary of significant accounting policies - Concentration of risk (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Customer Concentration Risk | Accounts Receivable | Customer One | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 23.00% | 18.70% | |
Customer Concentration Risk | Accounts Receivable | Customer Two | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 10.30% | 22.00% | |
Customer Concentration Risk | Accounts Receivable | Customer Three | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 30.50% | ||
Customer Concentration Risk | Revenue from Contract with Customer | Customer One | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 11.50% | 24.30% | |
Customer Concentration Risk | Revenue from Contract with Customer | Customer Two | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 13.20% | 21.30% | |
Customer Concentration Risk | Revenue from Contract with Customer | Customer Three | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 14.20% | 17.80% | |
Customer Concentration Risk | Revenue from Contract with Customer | Customer Four | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 10.70% | ||
Supplier Concentration Risk | Accounts Payable | Supplier One | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 10.70% | 0.00% |
Summary of significant accoun_6
Summary of significant accounting policies - Property and equipment (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization | $ 3.5 | $ 2.2 |
Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (In Years) | 2 years | |
Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (In Years) | 5 years | |
Charging stations and digital media screens | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (In Years) | 5 years | |
Charging stations and digital media screens | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (In Years) | 10 years | |
Capitalized research and development equipment | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (In Years) | 2 years | |
Computers and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (In Years) | 3 years | |
Computers and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (In Years) | 5 years | |
Furniture | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (In Years) | 5 years | |
Leasehold improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (In Years) | 2 years | |
Leasehold improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (In Years) | 5 years | |
Development in progress: software | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (In Years) | 3 years | |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Other cost and expense | $ 0.3 | $ 0.1 |
Summary of significant accoun_7
Summary of significant accounting policies - Disaggregation of revenue (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 8,386,000 | $ 4,740,000 |
Media Revenue (formerly Behavior and Commerce) | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 6,118,000 | 3,529,000 |
Network Development | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 2,214,000 | 1,001,000 |
Charging Network Operations | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 1,000 | 0 |
Network Intelligence | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 53,000 | $ 210,000 |
Summary of significant accoun_8
Summary of significant accounting policies - Equity issuance costs (Details) - Series D $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Class of Stock [Line Items] | |
Proceeds from sale of equity | $ 28.7 |
Stock issuance costs | $ (1.3) |
Liquidity (Details)
Liquidity (Details) - USD ($) $ in Thousands | Feb. 07, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Net loss | $ (48,149) | $ (65,171) | ||
Net cash used in operating activities | (33,837) | $ (21,734) | ||
Accumulated deficit | (476,880) | $ (428,731) | ||
Cash and cash equivalents | $ 205,408 | $ 262,260 | ||
Consideration received | $ 350,100 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | Apr. 21, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 221 | $ 221 | |
2Predict, Inc. | |||
Business Acquisition [Line Items] | |||
Purchase price | $ 1,400 | ||
Cash paid | $ 200 | ||
Number of shares issued (in shares) | 182,188 | ||
Equity issued | $ 1,200 | ||
Net assets acquired | 1,400 | ||
Definite-lived intangible assets | 1,200 | ||
Goodwill | $ 200 | ||
Definite-lived intangible asset, useful life | 1 year 6 months |
Reverse Recapitalization (Detai
Reverse Recapitalization (Details) $ / shares in Units, $ in Millions | Feb. 07, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / shares | Mar. 31, 2022$ / shares |
Schedule Of Reverse Recapitalization [Line Items] | |||
Consideration received | $ 350.1 | ||
Sale of stock, proceeds | $ 300 | ||
Units, sold in private placement (in shares) | shares | 30,000,000 | ||
Payments for repurchase of common stock | $ 242.2 | ||
Payments of reverse recapitalization transaction costs | $ 9 | ||
Conversion ratio | |||
Class A Common Stock | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Conversion ratio | 1.2135 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Class B Common Stock | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.001 | $ 0.001 |
Fair value measurements - Deriv
Fair value measurements - Derivative Instruments at Fair Value (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Liabilities | $ 12,372,000 | $ 27,072,000 | $ 610,000 | $ 698,000 |
Carrying Amount | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Liabilities | 48,367,000 | 67,067,000 | ||
Total | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Liabilities | 49,489,000 | 68,314,000 | ||
Public warrants | Carrying Amount | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Liabilities | 7,328,000 | 16,036,000 | ||
Public warrants | Total | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Liabilities | 7,328,000 | 16,036,000 | ||
Private warrants | Carrying Amount | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Liabilities | 5,043,000 | 11,036,000 | ||
Private warrants | Total | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Liabilities | 5,043,000 | 11,036,000 | ||
Senior secured term loan | Carrying Amount | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Liabilities | 35,996,000 | 39,995,000 | ||
Senior secured term loan | Total | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Liabilities | 37,118,000 | 41,242,000 | ||
Level 1 | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Liabilities | 7,328,000 | 16,036,000 | ||
Level 1 | Public warrants | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Liabilities | 7,328,000 | 16,036,000 | ||
Level 1 | Private warrants | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Liabilities | 0 | 0 | ||
Level 1 | Senior secured term loan | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Liabilities | 0 | 0 | ||
Level 2 | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Liabilities | 37,118,000 | 41,242,000 | ||
Level 2 | Public warrants | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Liabilities | 0 | 0 | ||
Level 2 | Private warrants | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Liabilities | 0 | 0 | ||
Level 2 | Senior secured term loan | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Liabilities | 37,118,000 | 41,242,000 | ||
Level 3 | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Liabilities | 5,043,000 | 11,036,000 | ||
Level 3 | Public warrants | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Liabilities | 0 | 0 | ||
Level 3 | Private warrants | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Liabilities | 5,043,000 | 11,036,000 | ||
Level 3 | Senior secured term loan | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Liabilities | $ 0 | $ 0 |
Fair value measurements - Quant
Fair value measurements - Quantitative Information (Details) | Mar. 31, 2022 | Dec. 31, 2021 | Feb. 07, 2021 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Expected term (in years) | 5 years | ||
Level 3 | Expected dividend yield | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0 | 0 | |
Level 3 | Risk-free interest rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.024 | 0.012 | |
Level 3 | Expected volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 2.420 | 1.325 | |
Level 3 | Expected term (in years) | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Expected term (in years) | 4 years 4 months 24 days | 4 years 6 months |
Fair value measurements - Addit
Fair value measurements - Additional Information (Details) | Mar. 31, 2022$ / shares |
Public warrants | |
Class of Warrant or Right [Line Items] | |
Trading price (in dollars per share) | $ 0.85 |
Fair value measurements - Chang
Fair value measurements - Changes in Fair Value (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Changes In Fair Value Of Warrant Liabilities [Roll Forward] | ||
Beginning balance | $ 27,072,000 | $ 698,000 |
Increase (decrease) in fair value of Private and Public Warrants | (14,700,000) | (88,000) |
Ending balance | $ 12,372,000 | $ 610,000 |
Property and equipment, net (De
Property and equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Property and Equipment | |||
Total property and equipment | $ 152,415 | $ 122,481 | |
Less accumulated depreciation and amortization | (27,827) | (24,753) | |
Property and equipment, net | 124,588 | 97,728 | |
Depreciation and amortization | 3,695 | $ 2,173 | |
Charging stations and digital media screens | |||
Property and Equipment | |||
Total property and equipment | 92,466 | 79,104 | |
Construction in progress: stations | |||
Property and Equipment | |||
Total property and equipment | 47,795 | 33,434 | |
Capitalized research and development equipment | |||
Property and Equipment | |||
Total property and equipment | 2,738 | 2,689 | |
Leasehold improvements | |||
Property and Equipment | |||
Total property and equipment | 962 | 856 | |
Computer and office equipment | |||
Property and Equipment | |||
Total property and equipment | 1,670 | 1,459 | |
Development in progress: software | |||
Property and Equipment | |||
Total property and equipment | 1,724 | 86 | |
Furniture | |||
Property and Equipment | |||
Total property and equipment | 229 | 229 | |
Other fixed assets | |||
Property and Equipment | |||
Total property and equipment | 3,943 | 3,736 | |
Capitalized software | |||
Property and Equipment | |||
Total property and equipment | $ 888 | $ 888 |
Accrued expenses and other cu_3
Accrued expenses and other current liabilities (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Charging station expenses | $ 9,265,000 | $ 5,393,000 |
Lease incentive liability | 1,953,000 | 2,354,000 |
Employee related expenses | 7,079,000 | 9,239,000 |
Other | 1,347,000 | 1,038,000 |
Deposit liability | 0 | 850,000 |
Accrued interest | 0 | 1,294,000 |
Accrued expenses and other current liabilities | $ 19,644,000 | $ 20,168,000 |
Debt facilities - Schedule of D
Debt facilities - Schedule of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total outstanding principal amount | $ 36,750 | |
Less current maturities, net of unamortized debt issuance costs | 15,998 | $ 15,998 |
Less unamortized debt issuance costs, non-current portion | 754 | 838 |
Total loans payable, net of unamortized debt issuance costs and current term loan payable | 19,998 | 23,997 |
Term loan | ||
Debt Instrument [Line Items] | ||
Total outstanding principal amount | $ 36,750 | $ 40,833 |
Debt facilities - Additional In
Debt facilities - Additional Information (Details) - USD ($) | May 02, 2022 | May 01, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Nov. 25, 2020 | Jun. 19, 2019 |
Debt Instrument [Line Items] | |||||||
Total outstanding principal amount | $ 36,750,000 | ||||||
Less unamortized debt issuance costs, non-current portion | 754,000 | $ 838,000 | |||||
Financing obligation, current portions | 7,181,000 | 8,450,000 | |||||
Subsequent Event | |||||||
Debt Instrument [Line Items] | |||||||
Required deposits | $ 3,300,000 | $ 3,300,000 | |||||
Accrued Expenses and Other Current Liabilities | |||||||
Debt Instrument [Line Items] | |||||||
Financing obligation, current portions | 3,000,000 | 3,100,000 | |||||
Non-current Liabilities | |||||||
Debt Instrument [Line Items] | |||||||
Financing obligation, non-current portions | $ 900,000 | 900,000 | |||||
Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Useful life | 5 years | ||||||
Incremental borrowing rate | 16.70% | ||||||
Maximum | Subsequent Event | |||||||
Debt Instrument [Line Items] | |||||||
Funds held in escrow as percent of investments in foreign subsidiaries | 125.00% | ||||||
Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Useful life | 2 years | ||||||
Incremental borrowing rate | 6.00% | ||||||
Digital Media Screen | |||||||
Debt Instrument [Line Items] | |||||||
Useful life | 5 years | ||||||
Amortization period | 5 years | ||||||
Digital Media Screen | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Period of sale agreement | 10 years | ||||||
Term loan | |||||||
Debt Instrument [Line Items] | |||||||
Face amount of debt | $ 44,000,000 | ||||||
Total outstanding principal amount | $ 36,750,000 | 40,833,000 | |||||
Repayments of debt | 4,100,000 | $ 0 | |||||
Debt issuance costs | 100,000 | 100,000 | |||||
Secured Debt | Term loan | |||||||
Debt Instrument [Line Items] | |||||||
Face amount of debt | $ 49,000,000 | ||||||
Interest rate | 12.00% | ||||||
Accrued interest | $ 0 | $ 1,300,000 | |||||
Interest rate, possible increase | 3.00% |
Debt facilities - PPP Loan Paym
Debt facilities - PPP Loan Payments (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2022 | $ 12,250 |
2023 | 16,333 |
2024 | 8,167 |
Total outstanding principal amount | $ 36,750 |
Debt facilities - Future Maturi
Debt facilities - Future Maturities (Details) | Mar. 31, 2022USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2022 | $ 887,000 |
2023 | 1,325,000 |
2024 | 1,159,000 |
2025 | 746,000 |
2026 | 339,000 |
Thereafter | 178,000 |
Total future payments | 4,634,000 |
Less amount representing interest | 766,000 |
Total financing obligations | $ 3,868,000 |
Warrants - Additional Informati
Warrants - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 07, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Aug. 26, 2021 | Dec. 31, 2020 |
Class of Warrant or Right [Line Items] | ||||||
Warrants outstanding (in shares) | 14,554,773 | 14,554,773 | 0 | |||
Warrants exercised (in shares) | 0 | (275) | ||||
Expiration period | 5 years | |||||
Change in fair value of warrant liability | $ (14,700) | $ (88) | ||||
Notice period to redeem warrants | 30 days | |||||
Option One | ||||||
Class of Warrant or Right [Line Items] | ||||||
Trading price (in dollars per share) | $ 0.01 | |||||
Trading period | 20 days | |||||
Threshold trading days | 30 days | |||||
Option One | Minimum | ||||||
Class of Warrant or Right [Line Items] | ||||||
Trigger price (in dollars per share) | $ 18 | |||||
Option Two | ||||||
Class of Warrant or Right [Line Items] | ||||||
Period when warrants become exercisable | 90 days | |||||
Option Two | Minimum | ||||||
Class of Warrant or Right [Line Items] | ||||||
Trigger price (in dollars per share) | $ 10 | |||||
Class A Common Stock warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Trading price (in dollars per share) | $ 11.50 | $ 11.50 | ||||
Warrants outstanding (in shares) | 9,773,835 | 9,773,835 | ||||
Public warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Trading price (in dollars per share) | $ 0.85 | |||||
Warrants outstanding (in shares) | 8,621,440 | 8,621,440 | 0 | |||
Warrants exercised (in shares) | 0 | (275) | ||||
Private warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants outstanding (in shares) | 5,933,333 | 5,933,333 | 0 | |||
Warrants exercised (in shares) | 0 | 0 | ||||
Period of certain limited exceptions | 30 days |
Warrants - Schedule of Activiti
Warrants - Schedule of Activities (Details) - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right, Outstanding [Roll Forward] | ||
Beginning balance (in shares) | 14,554,773 | 0 |
Common stock warrants added upon reverse merger (in shares) | 14,555,048 | |
Warrants exercised (in shares) | 0 | (275) |
Ending balance (in shares) | 14,554,773 | 14,554,773 |
Private warrants | ||
Class of Warrant or Right, Outstanding [Roll Forward] | ||
Beginning balance (in shares) | 5,933,333 | 0 |
Common stock warrants added upon reverse merger (in shares) | 5,933,333 | |
Warrants exercised (in shares) | 0 | 0 |
Ending balance (in shares) | 5,933,333 | 5,933,333 |
Public warrants | ||
Class of Warrant or Right, Outstanding [Roll Forward] | ||
Beginning balance (in shares) | 8,621,440 | 0 |
Common stock warrants added upon reverse merger (in shares) | 8,621,715 | |
Warrants exercised (in shares) | 0 | (275) |
Ending balance (in shares) | 8,621,440 | 8,621,440 |
Stockholders_ deficit and sto_3
Stockholders’ deficit and stock-based compensation - Additional Information (Details) $ / shares in Units, $ in Millions | Feb. 07, 2021USD ($)subsidiary$ / sharesshares | Mar. 31, 2022$ / shares | Dec. 31, 2021$ / shares |
Class of Stock [Line Items] | |||
Conversion Ratio | |||
Units, sold in private placement (in shares) | shares | 30,000,000 | ||
Sale of stock, proceeds | $ | $ 300 | ||
Class A Common Stock | |||
Class of Stock [Line Items] | |||
Common stock, votes per share | subsidiary | 1 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Conversion Ratio | 1.2135 | ||
Class B Common Stock | |||
Class of Stock [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.001 | $ 0.001 |
Series A redeemable convertible preferred stock | |||
Class of Stock [Line Items] | |||
Conversion Ratio | 1.2135 |
Stockholders_ deficit and sto_4
Stockholders’ deficit and stock-based compensation - Convertible Preferred Stock (Details) | 3 Months Ended | |
Mar. 31, 2022shares | Feb. 07, 2021 | |
Class of Stock [Line Items] | ||
Conversion Ratio | ||
Series A redeemable convertible preferred stock | ||
Class of Stock [Line Items] | ||
Conversion Ratio | 1.2135 | |
Series B redeemable convertible preferred stock | ||
Class of Stock [Line Items] | ||
Conversion Ratio | 1.2135 | |
Series C redeemable convertible preferred stock | ||
Class of Stock [Line Items] | ||
Conversion Ratio | 1.2135 | |
Series C-1 redeemable convertible preferred stock | ||
Class of Stock [Line Items] | ||
Conversion Ratio | 1.2135 | |
Series C-2 redeemable convertible preferred stock | ||
Class of Stock [Line Items] | ||
Conversion Ratio | 1.2135 | |
Series D redeemable convertible preferred stock | ||
Class of Stock [Line Items] | ||
Conversion Ratio | 1.2135 | |
Series D-1 redeemable convertible preferred stock | ||
Class of Stock [Line Items] | ||
Conversion Ratio | 1.2135 | |
Class A Common Stock | ||
Class of Stock [Line Items] | ||
Conversion Ratio | 1.2135 | |
Preferred Stock | ||
Class of Stock [Line Items] | ||
Shares converted (in shares) | 66,927,034 | |
Preferred Stock | Series A redeemable convertible preferred stock | ||
Class of Stock [Line Items] | ||
Shares converted (in shares) | 7,363,856 | |
Preferred Stock | Series B redeemable convertible preferred stock | ||
Class of Stock [Line Items] | ||
Shares converted (in shares) | 11,090,568 | |
Preferred Stock | Series C redeemable convertible preferred stock | ||
Class of Stock [Line Items] | ||
Shares converted (in shares) | 18,581,768 | |
Preferred Stock | Series C-1 redeemable convertible preferred stock | ||
Class of Stock [Line Items] | ||
Shares converted (in shares) | 665,428 | |
Preferred Stock | Series C-2 redeemable convertible preferred stock | ||
Class of Stock [Line Items] | ||
Shares converted (in shares) | 7,675,798 | |
Preferred Stock | Series D redeemable convertible preferred stock | ||
Class of Stock [Line Items] | ||
Shares converted (in shares) | 13,266,042 | |
Preferred Stock | Series D-1 redeemable convertible preferred stock | ||
Class of Stock [Line Items] | ||
Shares converted (in shares) | 8,283,574 | |
Common Stock | ||
Class of Stock [Line Items] | ||
Shares Issued upon Conversion (in shares) | 81,215,955 | |
Common Stock | Series A redeemable convertible preferred stock | ||
Class of Stock [Line Items] | ||
Shares Issued upon Conversion (in shares) | 8,936,039 | |
Common Stock | Series B redeemable convertible preferred stock | ||
Class of Stock [Line Items] | ||
Shares Issued upon Conversion (in shares) | 13,458,404 | |
Common Stock | Series C redeemable convertible preferred stock | ||
Class of Stock [Line Items] | ||
Shares Issued upon Conversion (in shares) | 22,548,975 | |
Common Stock | Series C-1 redeemable convertible preferred stock | ||
Class of Stock [Line Items] | ||
Shares Issued upon Conversion (in shares) | 807,497 | |
Common Stock | Series C-2 redeemable convertible preferred stock | ||
Class of Stock [Line Items] | ||
Shares Issued upon Conversion (in shares) | 9,314,581 | |
Common Stock | Series D redeemable convertible preferred stock | ||
Class of Stock [Line Items] | ||
Shares Issued upon Conversion (in shares) | 16,098,342 | |
Common Stock | Series D-1 redeemable convertible preferred stock | ||
Class of Stock [Line Items] | ||
Shares Issued upon Conversion (in shares) | 10,052,117 |
Stockholders_ deficit and sto_5
Stockholders’ deficit and stock-based compensation - Common sock activity (Details) - shares | Mar. 31, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, shares issued (in shares) | 162,244,822 | 162,105,399 |
Common stock, shares outstanding (in shares) | 162,244,822 | 162,105,399 |
Class A Common Stock | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized (in shares) | 350,000,000 | 350,000,000 |
Common stock, shares issued (in shares) | 161,849,487 | 152,218,214 |
Common stock, shares outstanding (in shares) | 161,849,487 | 152,218,214 |
Class B Common Stock | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock, shares issued (in shares) | 395,335 | 9,887,185 |
Common stock, shares outstanding (in shares) | 395,335 | 9,887,185 |
Stockholders_ deficit and sto_6
Stockholders’ deficit and stock-based compensation - Volta stock (Details) | 3 Months Ended | |
Mar. 31, 2022subsidiaryshares | Feb. 07, 2021subsidiary | |
Common Stock | ||
Class of Stock [Line Items] | ||
Conversion ratio | 1 | |
Preferred Stock | Volta Charter | ||
Class of Stock [Line Items] | ||
Number of shares authorized (in shares) | shares | 10,000,000 | |
Stock issued (in shares) | shares | 0 | |
Class A Common Stock | ||
Class of Stock [Line Items] | ||
Common stock, votes per share | 1 | |
Class A Common Stock | Common Stock | ||
Class of Stock [Line Items] | ||
Common stock, votes per share | 1 | |
Class B Common Stock | Common Stock | ||
Class of Stock [Line Items] | ||
Common stock, votes per share | 10 |
Stockholders_ deficit and sto_7
Stockholders’ deficit and stock-based compensation - Shares reserved for issuance (Details) - shares | Mar. 31, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Shares reserved for issuance (in shares) | 80,541,624 | 83,554,725 |
Shares available for grant – 2021 Equity Incentive Plan | ||
Class of Stock [Line Items] | ||
Shares reserved for issuance (in shares) | 21,720,450 | 14,357,382 |
2021 Employee Stock Purchase Plan | ||
Class of Stock [Line Items] | ||
Shares reserved for issuance (in shares) | 3,715,944 | 3,715,944 |
Outstanding Public Warrants | ||
Class of Stock [Line Items] | ||
Shares reserved for issuance (in shares) | 8,621,440 | 8,621,440 |
Outstanding Private Warrants | ||
Class of Stock [Line Items] | ||
Shares reserved for issuance (in shares) | 5,933,333 | 5,933,333 |
Common stock warrants | ||
Class of Stock [Line Items] | ||
Shares reserved for issuance (in shares) | 9,773,835 | 9,773,835 |
Options and RSUs outstanding | ||
Class of Stock [Line Items] | ||
Shares reserved for issuance (in shares) | 30,776,622 | 41,152,791 |
Stockholders_ deficit and sto_8
Stockholders’ deficit and stock-based compensation - Plans (Details) - shares | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Aug. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||
Shares reserved for issuance (in shares) | 80,541,624 | 83,554,725 | |
Restricted Stock Units | |||
Class of Stock [Line Items] | |||
Grants in period (in shares) | 9,172,637 | 29,763,009 | |
Executive Officers | Restricted Stock Units | |||
Class of Stock [Line Items] | |||
Grants in period (in shares) | 10,500,000 | ||
2021 Employee Stock Purchase Plan | |||
Class of Stock [Line Items] | |||
Shares reserved for issuance (in shares) | 3,715,944 | 3,715,944 | |
Shares available for grant – 2021 Equity Incentive Plan | |||
Class of Stock [Line Items] | |||
Shares reserved for issuance (in shares) | 21,720,450 | 14,357,382 | |
Shares available for grant – 2021 Equity Incentive Plan | Common Stock | |||
Class of Stock [Line Items] | |||
Percent of possible increase in shares available for issuance | 5.00% | ||
ESPP | 2021 Employee Stock Purchase Plan | Common Stock | |||
Class of Stock [Line Items] | |||
Maximum deduction from compensation, percent | 15.00% | ||
Purchase price of common stock, percent | 85.00% | ||
Purchase price of common stock, applicable purchase date, percent | 85.00% |
Stockholders_ deficit and sto_9
Stockholders’ deficit and stock-based compensation - Option reward activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of options outstanding | |||||
Beginning balance (in shares) | 11,464,764 | 17,558,731 | 17,558,731 | ||
Options granted (in shares) | 0 | 7,248,934 | |||
Options exercised (in shares) | (139,423) | (12,796,353) | |||
Options forfeited (in shares) | (335,424) | (544,526) | |||
Options expired (in shares) | (38,651) | (2,022) | |||
Ending balance (in shares) | 10,951,266 | 11,464,764 | |||
Weighted-average exercise price per share | |||||
Beginning balance (in dollars per share) | $ 2.66 | $ 0.93 | $ 0.93 | ||
Options granted (in dollars per share) | 0 | 3.93 | |||
Options exercised (in dollars per share) | 1.04 | 0.79 | |||
Options forfeited (in dollars per share) | 5.04 | 2.53 | |||
Options expired (in dollars per share) | 0.83 | $ 0.73 | |||
Ending balance (in dollars per share) | $ 2.61 | $ 2.66 | |||
Weighted-average remaining contractual life (years) | 6 years 9 months 18 days | 8 years 3 months 18 days | 8 years 2 months 12 days | ||
Aggregate intrinsic value | $ 12,532,000 | $ 53,695,000 | $ 30,881,000 | ||
Options vested, Number of options outstanding (in shares) | 5,466,700 | 4,830,158 | |||
Options exercisable, Number of options outstanding (in shares) | 5,466,700 | 4,830,158 | |||
Options vested, Weighted-average exercise price per share (in dollars per share) | $ 1.54 | $ 1.30 | |||
Options exercisable, Weighted-average exercise price per share (in dollars per share) | $ 1.54 | $ 1.30 | |||
Options vested, Weighted-average remaining contractual life (years) | 6 years 1 month 6 days | 7 years 4 months 24 days | |||
Options exercisable, Weighted-average remaining contractual life (years) | 6 years 1 month 6 days | 7 years 4 months 24 days | |||
Options vested, Aggregate intrinsic value | $ 8,607,549 | $ 29,176,000 | |||
Options exercisable, Aggregate intrinsic value | $ 8,607,549 | $ 29,176,000 |
Stockholders_ deficit and st_10
Stockholders’ deficit and stock-based compensation - Stock option activity, narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Class of Stock [Line Items] | ||
Options granted (in shares) | 0 | 7,248,934 |
Employees | ||
Class of Stock [Line Items] | ||
Aggregate intrinsic value of options exercised | $ 0.2 | $ 3 |
Weighted-average grant-date fair value of options granted (in dollars per share) | $ 3.94 | |
Options granted (in shares) | 0 | |
Weighted-average grant-date fair value of options forfeited (in dollars per share) | $ 3.44 | 1.41 |
Weighted-average grant-date fair value of options vested (in dollars per share) | $ 2.59 | $ 3.23 |
Total fair value of options vested | $ 3.8 | $ 8.3 |
Stockholders_ deficit and st_11
Stockholders’ deficit and stock-based compensation - Restricted stock units, narrative (Details) - $ / shares | Nov. 15, 2021 | Aug. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2021 |
Executive Officers | |||||
Class of Stock [Line Items] | |||||
Percent of aggregate proceeds received | 2.00% | ||||
Mr. Mercer | |||||
Class of Stock [Line Items] | |||||
Shares withheld for tax withholding obligation (in shares) | 2,579,585 | ||||
Mr. Mercer | Class A Common Stock | |||||
Class of Stock [Line Items] | |||||
Grants in period (in shares) | 2,670,415 | ||||
Mr. Wendel | |||||
Class of Stock [Line Items] | |||||
Shares withheld for tax withholding obligation (in shares) | 2,577,541 | ||||
Mr. Wendel | Class A Common Stock | |||||
Class of Stock [Line Items] | |||||
Grants in period (in shares) | 2,672,459 | ||||
Restricted Stock Units | |||||
Class of Stock [Line Items] | |||||
Grants in period (in shares) | 9,172,637 | 29,763,009 | |||
Vesting period | 3 years | ||||
RSUs granted (in dollars per share) | $ 3.69 | $ 10.70 | |||
Restricted Stock Units | Executive Officers | |||||
Class of Stock [Line Items] | |||||
Grants in period (in shares) | 10,500,000 | ||||
Restricted Stock Units | Mr. Mercer | |||||
Class of Stock [Line Items] | |||||
Grants in period (in shares) | 923,695 | 4,000,000 | |||
Restricted Stock Units | Mr. Wendel | |||||
Class of Stock [Line Items] | |||||
Grants in period (in shares) | 742,972 | 2,750,000 | |||
Market-based RSUs | |||||
Class of Stock [Line Items] | |||||
Grants in period (in shares) | 111,168 | ||||
Market-based RSUs | Mr. Mercer | |||||
Class of Stock [Line Items] | |||||
Grants in period (in shares) | 5,250,000 | ||||
Market-based RSUs | Mr. Wendel | |||||
Class of Stock [Line Items] | |||||
Grants in period (in shares) | 4,500,000 | ||||
Service-based RSUs | |||||
Class of Stock [Line Items] | |||||
Grants in period (in shares) | 1,055,773 | 1,340,974 | |||
Restricted Stock | |||||
Class of Stock [Line Items] | |||||
Grants in period (in shares) | 0 |
Stockholders_ deficit and st_12
Stockholders’ deficit and stock-based compensation - Restricted stock units activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Restricted Stock Units | ||
Number of shares | ||
Beginning balance (in shares) | 29,688,009 | 0 |
Grants in period (in shares) | 9,172,637 | 29,763,009 |
RSUs vested (in shares) | (10,500,000) | 0 |
RSUs forfeited (in shares) | (8,535,290) | (75,000) |
Ending balance (in shares) | 19,825,356 | 29,688,009 |
Weighted-average grant date fair value | ||
Beginning balance (in dollars per share) | $ 10.70 | $ 0 |
RSUs granted (in dollars per share) | 3.69 | 10.70 |
RSUs vested (in dollars per share) | 9.30 | 0 |
RSUs forfeited (in dollars per share) | 10.63 | 12.10 |
Ending balance (in dollars per share) | $ 5.24 | $ 10.70 |
RSUs vested, not yet released, Number of shares (in shares) | 10,500,000 | |
RSUs vested, not yet released, Weighted-average grant date fair value (in dollars per share) | $ 9.30 | |
Restricted Stock | ||
Number of shares | ||
Grants in period (in shares) | 0 |
Stockholders_ deficit and st_13
Stockholders’ deficit and stock-based compensation - Assumptions (Details) | Mar. 26, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Class of Stock [Line Items] | |||
Expected dividend yield | 0.00% | ||
Risk-free interest rate | 0.60% | ||
Expected volatility | 57.70% | ||
Expected term (in years) | 5 years 9 months 18 days | ||
Market-based RSUs | |||
Class of Stock [Line Items] | |||
Expected dividend yield | 0.00% | 0.00% | |
Risk-free interest rate | 2.50% | 1.50% | |
Expected volatility | 90.00% | 90.00% | |
Expected term (in years) | 4 years 4 months 24 days | 4 years 7 months 6 days |
Stockholders_ deficit and st_14
Stockholders’ deficit and stock-based compensation - Stock-based compensation and expense, narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||
Options granted (in shares) | 0 | ||
Compensation expense | $ 16.5 | $ 45.5 | |
ESPP | |||
Class of Stock [Line Items] | |||
Total unrecognized compensation cost | $ 14.7 | $ 14.1 | |
Weighted-average period of total unrecognized compensation cost, in years | 1 year 3 months 18 days | 3 years 7 months 6 days | |
Restricted Stock Units | |||
Class of Stock [Line Items] | |||
Total unrecognized compensation cost | $ 56.7 | ||
Weighted-average period of total unrecognized compensation cost, in years | 2 years 8 months 4 days | ||
Compensation expense | $ 0 | ||
Market-based RSUs | |||
Class of Stock [Line Items] | |||
Compensation expense | $ 8 |
Stockholders_ deficit and st_15
Stockholders’ deficit and stock-based compensation - Significant modifications and Compensation expense (Details) - USD ($) | Nov. 15, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2021 |
Class of Stock [Line Items] | |||||
Compensation expense | $ 16,500,000 | $ 45,500,000 | |||
Mr. Mercer | |||||
Class of Stock [Line Items] | |||||
Compensation expense | 100,000 | ||||
Mr. Wendel | |||||
Class of Stock [Line Items] | |||||
Compensation expense | $ 7,073,000 | ||||
Market-based RSUs | |||||
Class of Stock [Line Items] | |||||
Grants in period (in shares) | 111,168 | ||||
Compensation expense | $ 8,000,000 | ||||
Market-based RSUs | Mr. Mercer | |||||
Class of Stock [Line Items] | |||||
Grants in period (in shares) | 5,250,000 | ||||
Market-based RSUs | Mr. Wendel | |||||
Class of Stock [Line Items] | |||||
Grants in period (in shares) | 4,500,000 | ||||
Restricted Stock Units | |||||
Class of Stock [Line Items] | |||||
Grants in period (in shares) | 9,172,637 | 29,763,009 | |||
Compensation expense | $ 0 | ||||
Restricted Stock Units | Mr. Mercer | |||||
Class of Stock [Line Items] | |||||
Grants in period (in shares) | 923,695 | 4,000,000 | |||
Compensation expense | $ (1,000,000) | ||||
Restricted Stock Units | Mr. Wendel | |||||
Class of Stock [Line Items] | |||||
Grants in period (in shares) | 742,972 | 2,750,000 | |||
Compensation expense | $ (700,000) |
Stockholders_ deficit and st_16
Stockholders’ deficit and stock-based compensation - Schedule of significant modifications (Details) - USD ($) | 3 Months Ended | ||
Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | |
Class of Stock [Line Items] | |||
Compensation expense | $ 16,500,000 | $ 45,500,000 | |
Market-based RSUs | |||
Class of Stock [Line Items] | |||
Compensation expense | 8,000,000 | ||
Mr. Mercer | |||
Class of Stock [Line Items] | |||
Compensation expense | 100,000 | ||
Mr. Mercer | Option | Forecast | |||
Class of Stock [Line Items] | |||
Compensation expense | $ 2,600,000 | ||
Mr. Wendel | |||
Class of Stock [Line Items] | |||
Compensation expense | 7,073,000 | ||
Mr. Wendel | Forecast | |||
Class of Stock [Line Items] | |||
Compensation expense | 4,842,000 | ||
Mr. Wendel | Market-based RSUs | |||
Class of Stock [Line Items] | |||
Reversal of previously recorded market-based RSU expense | (9,879,000) | ||
Incremental expense for modified award | 13,290,000 | ||
Mr. Wendel | Market-based RSUs | Forecast | |||
Class of Stock [Line Items] | |||
Reversal of previously recorded market-based RSU expense | (11,526,000) | ||
Incremental expense for modified award | 15,505,000 | ||
Mr. Wendel | Option | |||
Class of Stock [Line Items] | |||
Incremental expense for modified award | $ 3,662,000 | ||
Mr. Wendel | Option | Forecast | |||
Class of Stock [Line Items] | |||
Incremental expense for modified award | $ 863,000 |
Stockholders_ deficit and st_17
Stockholders’ deficit and stock-based compensation - Partial recourse promissory notes (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||
Issuance of Common Stock upon exercise of options (in shares) | 139,423 | 12,796,353 | |
Class B Common Stock | |||
Class of Stock [Line Items] | |||
Issuance of Common Stock upon exercise of options (in shares) | 365,605 | 365,605 | |
Restricted Stock | Class A Common Stock | |||
Class of Stock [Line Items] | |||
Stock issued (in shares) | 186,124 | 186,124 | |
Partial Recourse Promissory Notes | |||
Class of Stock [Line Items] | |||
Due from employees | $ 0.2 | $ 0.2 | |
Percent of original principal of notes collateralized | 50.00% | ||
Two Remaining Promissory Notes | Employees And Former Employees | |||
Class of Stock [Line Items] | |||
Interest rate | 2.30% |
Net loss per share (Details)
Net loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Class of Stock [Line Items] | ||
Net loss | $ (48,149) | $ (65,171) |
Weighted-average common shares, diluted (in shares) | 18,294,483 | 7,733,885 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 55,774,752 | 96,981,278 |
Class A Common Stock | ||
Class of Stock [Line Items] | ||
Net loss | $ (43,027) | $ (33,085) |
Weighted-average common shares, basic (in shares) | 153,696,945 | 7,974,872 |
Weighted-average common shares, diluted (in shares) | 153,696,945 | 7,974,872 |
Net loss per share attributable to common stockholders: | ||
Basic (in dollars per share) | $ (0.28) | $ (4.15) |
Diluted (in dollars per share) | $ (0.28) | $ (4.15) |
Class B Common Stock | ||
Class of Stock [Line Items] | ||
Net loss | $ (5,122) | $ (32,086) |
Weighted-average common shares, basic (in shares) | 18,294,483 | 7,733,885 |
Weighted-average common shares, diluted (in shares) | 18,294,483 | 7,733,885 |
Net loss per share attributable to common stockholders: | ||
Basic (in dollars per share) | $ (0.28) | $ (4.15) |
Diluted (in dollars per share) | $ (0.28) | $ (4.15) |
Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 0 | |
Option | Stock Plan | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 10,951,266 | 12,103,528 |
Convertible preferred stock | Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 0 | 66,821,981 |
Warrants | Common Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 24,328,608 | 12,103,528 |
Warrants | Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 0 | 230,820 |
Options and RSAs exercised under notes receivables | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 669,522 | 5,721,421 |
Restricted Stock Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 19,825,356 | 0 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Lessee, Lease, Description [Line Items] | ||
Asset retirement obligation | $ 1.5 | $ 1.4 |
Operating lease, lease not yet commenced | $ 9.1 | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease, term of contract | 4 years | |
Operating lease, renewal term | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease, term of contract | 10 years | |
Operating lease, renewal term | 5 years |
Leases - Balance Sheets (Detail
Leases - Balance Sheets (Details) | Mar. 31, 2022 | Dec. 31, 2021 |
Other operating leases information | ||
Weighted-average remaining lease term (years) | 8 years | 8 years |
Weighted-average discount rate | 11.00% | 11.70% |
Leases - Costs (Details)
Leases - Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating lease costs | ||
Fixed lease cost | $ 4,138 | $ 2,631 |
Variable lease cost | 0 | 41 |
Total operating lease costs | $ 4,138 | $ 2,672 |
Leases - Cash Flows (Details)
Leases - Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Lessee Disclosure [Abstract] | ||
Operating cash outflows from operating leases | $ 2,936 | $ 2,054 |
ROU assets obtained in exchange for operating lease liabilities | $ 10,877 | $ 4,445 |
Leases - Maturities (Details)
Leases - Maturities (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Leases | |
Remainder of 2022 | $ 11,948 |
2023 | 16,861 |
2024 | 16,461 |
2025 | 14,948 |
2026 | 13,900 |
Thereafter | 48,504 |
Total undiscounted lease payments | 122,622 |
Less imputed interest | (39,761) |
Total lease liabilities | $ 82,861 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Mar. 30, 2022defendant | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Mar. 22, 2022USD ($) | Dec. 31, 2021USD ($) |
Loss Contingencies [Line Items] | |||||
Accrued expenses and other current liabilities | $ 19,644,000 | $ 20,168,000 | |||
Accounts receivable | $ 5,213,000 | 12,587,000 | |||
Employer matching contribution | 4.00% | ||||
Contributions by employer | $ 100,000 | $ 200,000 | |||
Long-term purchase commitments | 2,800,000 | ||||
Invoices | |||||
Loss Contingencies [Line Items] | |||||
Accrued expenses and other current liabilities | 600,000 | $ 500,000 | 600,000 | ||
Accounts receivable | $ 1,400,000 | $ 100,000 | $ 1,400,000 | ||
Officer | |||||
Loss Contingencies [Line Items] | |||||
Number of defendants | defendant | 1 | ||||
Former Officer | |||||
Loss Contingencies [Line Items] | |||||
Number of defendants | defendant | 1 |
Income taxes (Details)
Income taxes (Details) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | 0.00% | 0.00% |
Related party transactions (Det
Related party transactions (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Issuance of restricted stock awards - related party | $ 40,237,000 | ||
Warrants exercised (in shares) | 0 | 275 | |
Warrant liability | $ 12,372,000 | $ 27,071,000 | |
Class B Common Stock Warrants | |||
Related Party Transaction [Line Items] | |||
Issuance of restricted stock awards - related party | $ 5,700,000 | ||
Stock conversion (in shares) | 6,916,950 | ||
Class A Common Stock | Restricted Stock | |||
Related Party Transaction [Line Items] | |||
Stock issued (in shares) | 186,124 | 186,124 | |
Promissory Note Agreement | |||
Related Party Transaction [Line Items] | |||
Amounts of transaction | $ 18,500,000 | ||
Affiliated Entity | Activate Capital Partners, LP | Class B Common Stock Warrants | |||
Related Party Transaction [Line Items] | |||
Trading price (in dollars per share) | $ 0.01 | ||
Warrant liability | 1,500 | ||
Affiliated Entity | Activate Capital Partners, LP | Class A Common Stock | |||
Related Party Transaction [Line Items] | |||
Warrants converted (in shares) | 188,638 | ||
Affiliated Entity | Legacy Volta | Class B Common Stock | Restricted Stock | |||
Related Party Transaction [Line Items] | |||
Warrants exercised (in shares) | 182,025 | ||
Affiliated Entity | Consulting Service | 2Predict, Inc. | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | $ 300,000 | ||
Accounts payable | $ 0 | $ 0 | |
Affiliated Entity | Legacy Volta Series D Preferred Stock | Series D | |||
Related Party Transaction [Line Items] | |||
Stock issued (in shares) | 3,891,256 | ||
Shares converted (in shares) | 4,722,039 | ||
Affiliated Entity | Legacy Volta Series D Preferred Stock | Class A Common Stock | |||
Related Party Transaction [Line Items] | |||
Shares converted (in shares) | 2,466,161 | ||
Affiliated Entity | Legacy Volta Series D Preferred Stock | 19York Ventures | Series D | |||
Related Party Transaction [Line Items] | |||
Stock issued (in shares) | 2,032,271 | ||
Proceeds from issuance of preferred stock | $ 15,000,000 | ||
Conversion price (in dollars per share) | $ 7.38 |
Subsequent events (Details)
Subsequent events (Details) $ in Millions | May 06, 2022defendant | May 02, 2022USD ($) | May 01, 2022USD ($) | Mar. 30, 2022defendant |
Officer | ||||
Subsequent Event [Line Items] | ||||
Number of defendants | 1 | |||
Former Officer | ||||
Subsequent Event [Line Items] | ||||
Number of defendants | 1 | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Required deposits | $ | $ 3.3 | $ 3.3 | ||
Escrow deposits for covenants satisfaction | $ | $ 3.3 | |||
Subsequent Event | Officer | ||||
Subsequent Event [Line Items] | ||||
Number of defendants | 1 | |||
Subsequent Event | Former Officer | ||||
Subsequent Event [Line Items] | ||||
Number of defendants | 1 |