Cover
Cover | 12 Months Ended |
Dec. 31, 2021 | |
Cover [Abstract] | |
Document Type | POS AM |
Entity Registrant Name | VOLTA INC. |
Document Period End Date | Dec. 31, 2021 |
Document Fiscal Year Focus | 2021 |
Document Fiscal Period Focus | FY |
Entity Filer Category | Non-accelerated Filer |
Entity Central Index Key | 0001819584 |
Amendment Flag | true |
Amendment Description | This Post-Effective Amendment No. 1 (this “Post-Effective Amendment No. 1”) to the Registration Statement on Form S-1 (File No. 333-259676) (the “Registration Statement”), as originally declared effective by the Securities and Exchange Commission (the “SEC”) on September 21, 2021, is being filed to include information contained in the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC on April 15, 2022 and Quarterly Report on Form 10-Q for the three months ended March 31, 2022 filed with the SEC on May 13, 2022 and to update certain other information in the Registration Statement. |
Unaudited Consolidated Balance
Unaudited Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 262,260 | $ 58,806 |
Accounts receivable, less allowance for doubtful accounts; $0 and $53.2 | 12,587 | 6,151 |
Inventory | 2,726 | 6,152 |
Prepaid partnership costs | 8,982 | 9,625 |
Prepaid expenses and other current assets | 12,091 | 921 |
Total current assets | 298,646 | 81,655 |
Operating lease right-of-use assets, net | 76,364 | 49,434 |
Property and equipment, net | 97,728 | 49,358 |
Notes receivable - employee | 0 | 1,019 |
Other non-current assets | 321 | 327 |
Intangible assets, net | 643 | 0 |
Goodwill | 221 | 0 |
Total assets | 473,923 | 181,793 |
Current liabilities | ||
Accounts payable | 18,460 | 5,494 |
Accounts payable - due to related party | 1 | 92 |
Accrued expenses and other current liabilities | 20,168 | 21,533 |
Operating lease liability - current portion | 5,952 | 7,484 |
Deferred revenue | 8,450 | 7,625 |
Term loans payable - current | 15,998 | 9,988 |
Warrant liability | 27,071 | 698 |
Total current liabilities | 96,100 | 52,914 |
Term loans payable, net of unamortized debt issuance costs and current term loan payable | 23,997 | 41,032 |
Operating lease liability - non-current portion | 64,422 | 37,146 |
Other non-current liabilities | 7,268 | 7,004 |
Total liabilities | 191,787 | 138,096 |
Redeemable convertible Legacy Volta Preferred Stock, Volta Inc. Preferred Stock, $0.001 par value: 10,000,000 shares authorized; no shares outstanding as of December 31, 2021, $0.001 par value: 86,845,643 shares authorized; 76,493,917 shares issued and outstanding as of December 31, 2020 (aggregate liquidation preference of $0 and $214,719,011 as of December 31, 2021 and 2020, respectively). | 0 | 182,599 |
STOCKHOLDERS' (DEFICIT) EQUITY | ||
Class A and Class B common stock, par value $0.0001 and $0.001 as of December 31, 2021 and 2020, respectively: 400,000,000 (Class A 350,000,000, Class B 50,000,000) and 152,901,000 (Class A 48,540,000, Class B 104,361,000) shares authorized; 162,105,399 (Class A 152,218,214, Class B 9,887,185) and 24,696,437 (Class A 13,185,808, Class B 11,510,629) shares issued and outstanding as of December 31, 2021 and 2020, respectively | 16 | 1 |
Additional paid-in capital | 710,638 | 13,233 |
Accumulated other comprehensive income | 213 | 0 |
Accumulated deficit | (428,731) | (152,136) |
Total stockholders’ (deficit) equity | 282,136 | (138,902) |
Total liabilities, redeemable convertible Preferred Stock and stockholders’ (deficit) equity | $ 473,923 | $ 181,793 |
Unaudited Consolidated Balanc_2
Unaudited Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 0 | $ 53,200 |
Redeemable convertible preferred stock, shares outstanding (in shares) | 0 | 76,494,000 |
Common stock, shares authorized (in shares) | 400,000,000 | 152,901,000 |
Common stock, shares issued (in shares) | 162,105,399 | 24,696,437 |
Common stock, shares outstanding (in shares) | 162,105,399 | 24,696,437 |
Legacy Volta Preferred Stock | ||
Redeemable convertible preferred stock, par value (in dollars per share) | $ 0.001 | |
Redeemable convertible preferred stock, shares authorized (in shares) | 86,845,643 | |
Redeemable convertible preferred stock, shares issued (in shares) | 76,493,917 | |
Redeemable convertible preferred stock, shares outstanding (in shares) | 76,493,917 | |
Redeemable convertible preferred stock, aggregate liquidation preference | $ 214,719,011 | |
Volta Inc. Preferred Stock | ||
Redeemable convertible preferred stock, par value (in dollars per share) | $ 0.001 | |
Redeemable convertible preferred stock, shares authorized (in shares) | 10,000,000 | |
Redeemable convertible preferred stock, shares outstanding (in shares) | 0 | |
Redeemable convertible preferred stock, aggregate liquidation preference | $ 0 | |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.001 |
Common stock, shares authorized (in shares) | 350,000,000 | 48,540,000 |
Common stock, shares issued (in shares) | 152,218,214 | 13,185,808 |
Common stock, shares outstanding (in shares) | 152,218,214 | 13,185,808 |
Class B Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.001 |
Common stock, shares authorized (in shares) | 50,000,000 | 104,361,000 |
Common stock, shares issued (in shares) | 9,887,185 | 11,510,629 |
Common stock, shares outstanding (in shares) | 9,887,185 | 11,510,629 |
Unaudited Consolidated Statemen
Unaudited Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
REVENUES | ||
Total revenues | $ 32,311,000 | $ 19,451,000 |
COSTS AND EXPENSES | ||
Selling, general and administrative | 262,628,000 | 44,080,000 |
Depreciation and amortization | 11,153,000 | 6,469,000 |
Other operating (income) expense | 2,026,000 | 103,000 |
Total costs and expenses | 300,514,000 | 70,725,000 |
Loss from operations | (268,203,000) | (51,274,000) |
OTHER EXPENSES | ||
Interest expense, net | 6,402,000 | 18,274,000 |
Other expense, net | 712,000 | 587,000 |
Change in fair value of warrant liability | 1,239,000 | 411,000 |
Total other expenses | 8,353,000 | 19,272,000 |
LOSS BEFORE INCOME TAXES | (276,556,000) | (70,546,000) |
Income tax expense | 39,000 | 9,000 |
NET LOSS | (276,595,000) | (70,555,000) |
OTHER COMPREHENSIVE INCOME | ||
Foreign currency translation adjustment | 213,000 | 0 |
TOTAL COMPREHENSIVE LOSS | $ (276,382,000) | $ (70,555,000) |
Weighted-average Common Stock outstanding, diluted (Note 13 - Net Loss Per Share) (in shares) | 8,393,797 | 7,733,885 |
Class A Common Stock | ||
OTHER EXPENSES | ||
NET LOSS | $ (242,163,000) | $ (12,199,000) |
OTHER COMPREHENSIVE INCOME | ||
Weighted-average Common Stock outstanding, basic (Note 13 - Net Loss Per Share) (in shares) | 59,034,393 | 1,616,740 |
Weighted-average Common Stock outstanding, diluted (Note 13 - Net Loss Per Share) (in shares) | 59,034,393 | 1,616,740 |
Net loss per Common Stock, basic (Note 13 - Net Loss Per Share) (in dollars per share) | $ (4.10) | $ (7.55) |
Net loss per Common Stock, diluted (Note 13 - Net Loss Per Share) (in dollars per share) | $ (4.10) | $ (7.55) |
Class B Common Stock | ||
OTHER EXPENSES | ||
NET LOSS | $ (34,432,000) | $ (58,356,000) |
OTHER COMPREHENSIVE INCOME | ||
Weighted-average Common Stock outstanding, basic (Note 13 - Net Loss Per Share) (in shares) | 8,393,797 | 7,733,885 |
Weighted-average Common Stock outstanding, diluted (Note 13 - Net Loss Per Share) (in shares) | 8,393,797 | 7,733,885 |
Net loss per Common Stock, basic (Note 13 - Net Loss Per Share) (in dollars per share) | $ (4.10) | $ (7.55) |
Net loss per Common Stock, diluted (Note 13 - Net Loss Per Share) (in dollars per share) | $ (4.10) | $ (7.55) |
Service | ||
REVENUES | ||
Total revenues | $ 29,881,000 | $ 15,720,000 |
COSTS AND EXPENSES | ||
Costs (exclusive of depreciation and amortization shown below) | 23,029,000 | 17,386,000 |
Product | ||
REVENUES | ||
Total revenues | 1,199,000 | 2,892,000 |
COSTS AND EXPENSES | ||
Costs (exclusive of depreciation and amortization shown below) | 1,678,000 | 2,687,000 |
Other | ||
REVENUES | ||
Total revenues | $ 1,231,000 | $ 839,000 |
Unaudited Consolidated Statem_2
Unaudited Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders' Deficit - USD ($) $ in Thousands | Total | Series D | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2019 | 55,065,000 | |||||
Beginning balance at Dec. 31, 2019 | $ 75,608 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Issuance of Series D preferred stock (in shares) | 11,171,000 | |||||
Issuance of Series D preferred stock | $ 67,943 | |||||
Issuance of Series D preferred stock - related party (in shares) | 206,000 | |||||
Issuance of Series D preferred stock - related party | $ 1,251 | |||||
Issuance costs - Series D | $ (4,533) | |||||
Conversion of convertible promissory notes and accrued interest into Series D-1 Preferred stock (in shares) | 6,749,000 | |||||
Conversion of convertible promissory notes and accrued interest into Series D-1 Preferred Stock | $ 20,986 | |||||
Conversion of convertible promissory notes and accrued interest into Series D-1 Preferred Stock - related party (in shares) | 3,303,000 | |||||
Conversion of convertible promissory notes and accrued interest into Series D-1 Preferred Stock - related party | $ 10,270 | |||||
Recognition of premium on convertible promissory notes for Series D-1 | $ 11,074 | |||||
Ending balance (in shares) at Dec. 31, 2020 | 76,494,000 | |||||
Ending balance at Dec. 31, 2020 | $ 182,599 | |||||
Beginning balance (in shares) at Dec. 31, 2019 | 13,186,000 | |||||
Beginning balance at Dec. 31, 2019 | (76,039) | $ 0 | $ 5,542 | $ 0 | $ (81,581) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Beneficial conversion feature in convertible promissory notes | 1,199 | 1,199 | ||||
Issuance of Class B common stock warrants - related party | $ 749 | 749 | ||||
Issuance of common stock upon exercise of options (in shares) | 259,070 | 259,000 | ||||
Issuance of common stock upon exercise of options | $ 104 | 104 | ||||
Issuance of common stock upon exercise of options using partial recourse notes (in shares) | 11,251,000 | |||||
Issuance of common stock upon exercise of options using partial recourse notes - related party | 1 | $ 1 | ||||
Stock-based compensation expense - options | 1,903 | 1,903 | ||||
Secondary sales of common stock pledged against partial recourse notes - related party | 3,736 | 3,736 | ||||
Issuance of Common Stock for acquisition of 2Predict | 0 | |||||
Net loss | (70,555) | (70,555) | ||||
Ending balance (in shares) at Dec. 31, 2020 | 24,696,000 | |||||
Ending balance at Dec. 31, 2020 | $ (138,902) | $ 1 | 13,233 | 0 | (152,136) | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Issuance of Series D preferred stock (in shares) | 4,722,000 | |||||
Issuance of Series D preferred stock | $ 13,721 | |||||
Issuance of Series D preferred stock - related party | 15,000 | |||||
Issuance costs - Series D | $ (1,290) | |||||
Reverse Recapitalization (in shares) | (81,216,000) | |||||
Reverse Recapitalization | $ (210,030) | |||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | |||||
Ending balance at Dec. 31, 2021 | $ 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of restricted stock awards - related party (in shares) | 6,917,000 | |||||
Issuance of restricted stock awards | 40,237 | $ 1 | 40,236 | |||
Reverse Recapitalization (in shares) | 81,216,000 | |||||
Reverse Recapitalization | 210,038 | $ 8 | 210,030 | |||
TAC shares recapitalized, net of redemptions and equity issuance costs (in shares) | 48,907,000 | |||||
TAC shares recapitalized, net of redemptions and equity issuance costs | 327,129 | $ 5 | 327,124 | |||
Transaction costs related to Reverse Recapitalization | (9,048) | (9,048) | ||||
Recognition of exercise of options, net of forfeiture of shares, upon settlement of promissory notes (in shares) | (1,983,000) | |||||
Recognition of exercise of options, net of forfeiture of shares, upon settlement of promissory notes | $ (9,368) | (9,368) | ||||
Issuance of common stock upon exercise of options (in shares) | 12,796,353 | 1,545,000 | ||||
Issuance of common stock upon exercise of options | $ 1,509 | $ 1 | 1,508 | |||
Issuance of common stock upon net exercise of warrant (in shares) | 254,000 | |||||
Issuance of common stock upon net exercise of warrant | 1,948 | 1,948 | ||||
Stock-based compensation expense - options | 133,753 | 133,753 | ||||
Issuance of common stock upon exercise of warrants - related party | 2 | 2 | ||||
Issuance of Common Stock for acquisition of 2Predict (in shares) | 182,000 | |||||
Issuance of Common Stock for acquisition of 2Predict | 1,220 | 1,220 | ||||
Other comprehensive gain | 213 | 213 | ||||
Net loss | (276,595) | (276,595) | ||||
Ending balance (in shares) at Dec. 31, 2021 | 162,105,000 | |||||
Ending balance at Dec. 31, 2021 | $ 282,136 | $ 16 | $ 710,638 | $ 213 | $ (428,731) |
Unaudited Consolidated Statem_3
Unaudited Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (276,595) | $ (70,555) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Reduction in the carrying amount of ROU assets | 4,718 | 2,572 |
Depreciation and amortization | 11,153 | 6,469 |
Stock-based compensation | 173,989 | 1,903 |
Compensation expense related to secondary sale | 0 | 3,736 |
Amortization of debt issuance costs | 337 | 306 |
Non-cash interest expense | 0 | 13,097 |
Accretion expense | 195 | 87 |
Revaluation of warrant liability to estimated fair value | 1,239 | 698 |
Expenses related to invoices in dispute | 0 | 624 |
Loss on disposal of property and equipment and inventory | 1,896 | 16 |
Loss on disposal of research and development equipment | 0 | 116 |
Other | 0 | 281 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (6,436) | 3,986 |
Inventory | 2,844 | 1,859 |
Prepaid expenses and other current assets | (11,154) | 169 |
Prepaid partnership costs | (2,245) | (4,752) |
Operating lease right-of-use asset | (30,112) | (20,502) |
Other non-current assets | 6 | (7) |
Accounts payable | 12,626 | (13,275) |
Due to related party | (91) | 44 |
Accrued expenses and other current liabilities | (3,379) | 3,984 |
Accrued interest | (132) | 718 |
Deferred revenue | 825 | (629) |
Lease incentive liability | (44) | (48) |
Operating lease liability | 25,744 | 16,081 |
Other noncurrent liabilities | 1,350 | (4,258) |
Net cash used in operating activities | (93,266) | (57,280) |
Cash flows from investing activities | ||
Purchase of property and equipment | (56,480) | (16,905) |
Capitalization of internal-use software | (626) | (348) |
Lease incentives received | 0 | 605 |
Cash paid for acquisition of 2Predict | (200) | 0 |
Net cash used in investing activities | (57,306) | (16,648) |
Cash flows from financing activities | ||
Due from employees for taxes paid on partial recourse notes | (8,341) | (1,019) |
Proceeds from issuance of Series D Preferred Stock | 28,721 | 69,194 |
Proceeds from issuance of Series D-1 convertible notes | 20,550 | |
Proceeds from issuance of Series D-1 convertible notes - related party | 9,600 | |
Proceeds from issuance of long term debt | 24,694 | |
Payments of long term debt | (8,167) | 0 |
Proceeds from PPP loan | 3,193 | |
Payment of PPP Loan | (3,195) | |
Proceeds from exercise of stock options | 1,497 | 104 |
Payment of issuance costs related to Series D and D-1 Preferred Stock | (1,290) | (3,784) |
Payment of debt issuance costs | 0 | (662) |
Proceeds from financing activity | 0 | 446 |
Payment of financing activity principal | (620) | (340) |
Proceeds from Reverse Recapitalization and PIPE Financing | 350,146 | |
Proceeds from exercise of common stock warrants - related party | 2 | 0 |
Proceeds from refunds of transaction costs related to Reverse Recapitalization | 4,108 | 0 |
Payment of transaction costs related to Reverse Recapitalization | (9,048) | |
Net cash provided by financing activities | 353,813 | 121,976 |
Effect of exchange rate changes on cash and cash equivalents | 213 | 0 |
Net increase in cash and cash equivalents | 203,454 | 48,048 |
Cash and cash equivalents, beginning of period | 58,806 | 10,758 |
Cash and cash equivalents, end of period | 262,260 | 58,806 |
Supplemental disclosures of cash flow information | ||
Cash paid for interest | 6,534 | 4,275 |
Cash paid for taxes | 0 | 9 |
Non-cash investing and financing activities | ||
Purchases of property and equipment not yet settled | 3,657 | 4,813 |
Conversion of redeemable convertible Preferred Stock into common stock in connection with the Reverse Recapitalization | 210,030 | |
Initial recognition of operating lease right-of-use asset | 30,612 | 21,461 |
Initial recognition of operating lease liability | 29,036 | 18,077 |
Class B common stock warrants issued in satisfaction of services rendered | 749 | |
Forfeiture of shares to settle promissory notes collateralized to common stock | 9,359 | 0 |
Cashless exercise of Legacy Volta Preferred Stock Warrants | 1,944 | |
Common stock issued for acquisition of 2Predict | 1,220 | 0 |
Issuance of Series D-1 Preferred Stock in satisfaction of debt and other liabilities | 0 | 42,021 |
Secondary sales of common stock pledged against partial recourse notes - related party | $ 0 | $ 3,736 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2021 | |
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, and Volta Media, LLC (inactive) (collectively, the “Company” or “Volta”). The new wholly-owned subsidiary, Volta Canada Inc, was formed on March 25, 2021. Volta Charging Germany GmbH and Volta France SARL were formed on April 13, 2021. 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. In addition, the Company utilizes the network to decarbonize the transportation sector and accelerate electric vehicle adoption by providing sponsored charging to drivers. Revenue is derived primarily by selling paid content on the media-enabled charging station network, installing and maintaining charging stations. On August 26, 2021 (“Closing Date”), Tortoise Acquisition Corp. II (“Tortoise Corp II”) consummated 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 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 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 all of its revenues are attributable to customers located in the U.S. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Basis of presentation and consolidation The accompanying consolidated financial statements have been prepared in conformity with 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 consolidated financial statements in conformity with GAAP requires the Company to make estimates, judgments and assumptions that affect the amounts reported in the 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 (“SSP”) prices 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, 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, PPP loan balance, and the valuation of assets acquired and liabilities assumed for 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 years ended December 31, 2021 and 2020, the Company was managed as one operating segment as we only report financial information on an aggregate and consolidated basis to the President and CEO, 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 managed the Company as a whole and made 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 Reclassifications Certain prior period amounts have been reclassified to conform to current period presentation. These reclassifications have no material 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 and restricted cash. Restricted cash as of December 31, 2021 includes $0.1 million held in escrow related to payments to contractors. As of December 31, 2020, there was no balance within restricted cash. Accounts receivable and allowance for doubtful accounts Accounts receivable primarily include amounts related to receivables from our sales of media and installation of 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 consolidated balance sheet date. The Company had $0.8 million in unbilled receivables as of both December 31, 2021 and 2020 related to network development revenue, which are included in the accounts receivable balance on the accompanying consolidated balance sheets. The Company had no allowance for doubtful accounts in the year ended December 31, 2021. The Company recorded $53 thousand allowance for doubtful accounts in the year ended December 31, 2020. 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 accounts. As of December 31, 2021, three customers accounted for 30.5%, 18.7% and 22.0% of the Company's accounts receivable balance, respectively. As of December 31, 2020, one customer accounted for 59.5% of the Company's accounts receivable balance. For the year ended December 31, 2021, two customers accounted for 27.4% and 12.1% of the Company's revenue, respectively. For the year ended December 31, 2020, two customers accounted for 63.0% and 16.1% of the Company's revenue, respectively. Revenue generated by these customers arises from a portfolio of contracts with multiple, separate, legal entities. The Company mainly mitigates concentration risk as all contracts are executed with these separate, legal entities. As of December 31, 2021, no vendor accounted for more than 10% of the Company's accounts payable orders. As of December 31, 2020, one vendor accounted for 21.7% 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 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 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 December 31, 2021 and 2020. The value of inventories is reduced by estimates for excess and obsolete inventories. The estimate for excess and obsolete inventories is based upon management’s review of utilization of inventories in light of projected sales, current market conditions, and market trends. The Company monitors inventory to identify events that would require impairment due to obsolete inventory and adjusts the value of inventory when required. Inventory losses of $0.6 million and $0 were incurred during the years ended December 31, 2021 and 2020, respectively. Prepaid partnership costs Prepaid partnership costs consist 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 right-of-use asset (“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 amortization expense (excluding intangibles amortization) for the years ended December 31, 2021 and 2020 is $10.6 million and $6.5 million, respectively. 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 and in-process engineering activities. When assets are retired or otherwise disposed of, the cost and accumulated depreciation or amortization are removed from the consolidated balance sheets, and any resulting gain or loss is reflected in the consolidated statements of operations and comprehensive loss in the period realized. For the years ended December 31, 2021 and 2020, losses of $1.9 million and $16.1 thousand, respectively, related to construction in progress that was damaged or abandoned were recognized in other operating expenses in the accompanying 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 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 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 for which it is the customer. These capitalized implementation costs are recorded within property and equipment, net, on the consolidated balance sheets and are amortized over 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, for which the weighted-average useful life is 1.5 years. Total amortization expense for capitalized software and capitalized software implementation costs within depreciation and amortization for the years ended December 31, 2021 and 2020 is $0.6 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 December 31, 2021 and 2020, 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 , 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 of goodwill for the year ended 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 inception. 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. The lease expense is recognized on a straight-line basis over the lease term. The Company does not have material financing leases as of December 31, 2021. 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 to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to 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 (income) expenses in the consolidated statements 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. During the fourth quarter of 2021, Volta changed the calculation of the short-term lease liability from a method that determines the short-term liability, net of interest, on a monthly basis to a method that determines the balance on a yearly basis, resulting in a decreased short-term liability balance and increased long-term liability balance. Diversity in practice exists in the absence of specific guidance on the method of calculating the short-term liability under ASC 842, and both the former and current approaches are considered acceptable. The impact from this change arises due to some monthly payments, net of interest, falling below zero and out of short-term liability classification, while those amounts would be included in short-term liability in an annual calculation of payments, net of interest. While the short-term and long-term lease liability balances are impacted by the change, the impact extends to classification and presentation only, and the total lease liability remains the same. This change is due to the implementation of a new lease accounting system in Q4 2021, and is considered a change in accounting methodology that does not have a material impact on our consolidated financial statements. We applied this change prospectively in accordance with GAAP. In April 2020, the FASB provided for an optional practical expedient that simplifies how a lessee accounts for rent concessions that are a direct consequence of the COVID-19 pandemic. The practical expedient provides that, for eligible leases, the lessee may choose to forgo the evaluation of the enforceable rights and obligations of the original lease contract. Instead, lessees may account for COVID-19 related rent concessions either (i) as if they were part of the enforceable rights and obligations of the parties under the existing lease contract or (ii) as a lease modification. Eligible leases are those for which the concession is COVID-19 related and the changes to the lease do not result in a substantial increase to the rights of the lessor or the obligations of the lessee. The Company has elected to apply the practical expedient for all eligible lease modifications, resulting in the rent concession being recorded as a negative variable lease cost and recognized in the consolidated statements of operations and comprehensive loss in that period. 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 years ended December 31, 2021 and 2020, the Company deferred and capitalized costs related to the issuance of the term loans approximating $0 and $0.6 million, respectively, and amortized $0.3 million for each year, of deferred debt issuance costs as interest expense, net, in the accompanying consolidated statements of operations and comprehensive loss (see Note 10 - 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 year ended December 31, 2020, Legacy Volta raised $99.3 million through sales of Legacy Volta Series D and D-1 Preferred Stock resulting in $4.5 million of equity issuance costs, of which $3.8 million was paid in cash and $0.7 million was paid as Legacy Volta Class B common stock warrants. For the year ended December 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, which was paid in cash. As a part of the Closing all Legacy Volta Series D, Legacy Volta D-1 Preferred Stock, and Legacy Volta Class B common stock were converted to Volta Inc. Class A common stock (Note 12 - 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 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 consolidated balance sheet date. Additionally, Tortoise Corp II sold Public Warrants and issued 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 consolidated balance sheets. Accordingly, the Company classifies 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 AC and DCFC stations, installation services, operation and maintenance services, installed infrastructure, regulatory credits and 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 we maintain 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 as cost of services. Disaggregation of revenue The Company's operations represent a single operating segment based on how the Company and its CODM manage 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. Year ended December 31, 2021 2020 (in thousands) Revenues Behavior and Commerce $ 25,961 $ 8,014 Network Development 5,224 10,598 Charging Network Operations 676 706 Network Intelligence 450 133 Total revenues $ 32,311 $ 19,451 Behavior and Commerce Behavior and Commerce revenue is generated by displaying paid media content on the Company's network of media-enabled charging stations. Parties pay for content 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. Behavior and Commerce 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 advance on a monthly basis, and payments are typically due within one month after content delivery. Behavior and Commerce revenue is recorded in service revenue in the accompanying consolidated statements of operations and comprehensive loss. Network Development Network Development revenue consists of revenue generated through installation services, operation and maintenance services offered over the contract term, installed infrastructure for utility companies and charging station products. Revenue from installation 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 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, it 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 10 - Debt Facilities). During the construction phase, the Company does not control the underlying asset on the customer’s property. As 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 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 $0.6 million and $0.4 million for the years ended December 31, 2021 and 2020, respectively. The Company typically bills the customer upon contract inception for charging stations and installation services and bills the customer on a quarterly basis 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 consolidated statements of operations and comprehensive loss. Revenue generated through charging station products is recorded in product revenue in the accompanying 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 LCFS credits to other regulated entities. The Company recognizes revenue from regulatory credits at the point in time when the regulatory credits are sold to the customer. Costs associated Charging Network Operations are composed of a minor amount of personnel-related costs which is presented in selling, general and administrative in the accompanying consolidated statements of operations and comprehensive |
Liquidity
Liquidity | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity | Note 3 - Liquidity The Company's 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 year ended December 31, 2021, the Company incurred a net loss of $276.6 million and had negative cash flows from operating activities of $93.3 million. As of December 31, 2021, the Company had an accumulated deficit of $428.7 million and cash of $262.3 million. In the quarter ended June 30, 2020, the Company’s revenues declined due to COVID-19. Customer demand for advertising space declined due to the decrease in foot traffic at the Company's site hosts as consumers were subject to shelter-in-place orders around the United States. Productivity and capital expenditures decreased as construction activities of the media-enabled charging stations were temporarily halted due to the shelter-in-place orders. Beginning in the first quarter of 2021, there has been a trend of increasing availability and administration of vaccines against COVID-19, as well as an easing of restrictions on social, business, travel and government activities and functions. On the other hand, infection rates and regulations continue to fluctuate in various regions and there are ongoing global impacts resulting from the pandemic, including challenges and increases in costs for logistics and supply chains. As economic activity has resumed and new EV sales have increased, revenue has increased since the last pre-COVID fiscal year. In response, management implemented several plans to mitigate the impact of COVID-19 on the Company’s financial performance, including operating cost containment measures, payroll reductions, reduced capital expenditures, re-prioritization of high-value and essential sites, and raising capital through debt and equity transactions. Many of the Company's charging stations are located in close proximity to essential businesses, positioning the Company for recovery as shelter-in-place orders lift and consumers gradually return to in-person shopping. There are inherent uncertainties associated with predicting consumer behavior, particularly after the effects of COVID-19. Trends may or may not improve based on mitigating plans implemented by management. Legacy Volta entered into a Business Combination Agreement with Tortoise Acquisition Corp. II. on February 7, 2021 and following the Closing, began trading on the New York Stock Exchange (NYSE) (see Note 1 - Description of Business). The Company raised aggregate cash proceeds of over $350.1 million in cash following the Reverse Recapitalization through the sale of shares of Volta Common Stock. Additional cash obligations in the next twelve months are expected to include investments in the operations and purchases to expand the business. Management has considered conditions and events which provide substantial doubt about the Company's ability to continue as a going concern over the 12 months following the issuance of the consolidated financial statements. The Company concluded that there is substantial doubt that the Company cannot continue as a going concern in the next twelve months based on reasonable information available to us as of the date of this analysis. No assurances can be provided that additional funding will be available at terms acceptable to the Company, if at all. If the Company is unable to raise additional capital, the Company may significantly curtail its operations, modify strategic plans and/or dispose of certain operations or assets. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Note 4 - Acquisitions On April 21, 2021, the Company completed its acquisition of certain assets of 2Predict, from Praveen Mandal, the Company’s Chief Technology Officer. 2Predict uses artificial intelligence techniques to run next-level analytics on large data sets. 2Predict's data scientists provide advanced machine learning solutions and some of them will continue 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 Volta Class A 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 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 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 consolidated statements of operations and comprehensive loss. |
Correction of Immaterial Errors
Correction of Immaterial Errors | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Correction of Immaterial Errors | Note 5 - Correction of Immaterial Errors In December 2021, the Company revised its consolidated statements of operations and comprehensive loss, consolidated statements of cash flows and consolidated balance sheets to reflect the correction of immaterial errors for the year ended December 31, 2020. The corrections to hardware costs of products sold and media panel fixed assets within the property and equipment, net caption is attributable to clerical errors. The corrections made to the consolidated statements of cash flows are reclassifications to correct the presentation of the cash flows and a correction to the cash paid for interest attributable to clerical errors. As of March 31, 2021, December 31, 2020 and 2019 respectively, the correction to media panel fixed assets resulted in a $0.1 million, $1.8 million, and $1.1 million decrease in costs of products exclusive of depreciation and amortization with a corresponding cumulative increase in property and equipment, net of $3.0 million. These corrections to property and equipment, net and comprehensive loss are attributable to clerical errors related to the number of stations sold to customers subject to failed-sale accounting. As of December 31, 2020, the correction made to the consolidated statements of cash flows to correct the presentation of the cash flows has a total impact of $2.7 million increase in net cash used in operating activities, a total impact of $3.0 million increase in net cash used in investing activities, and a total impact of $0.3 million decrease in cash provided by financing activities. As of December 31, 2020, cash paid for interest resulted in a $1.0 million decrease in the presentation of cash paid for interest in the supplemental disclosures of cash flow information. Property, plant, and equipment corrected for invoices not yet settled as of December 31, 2020 resulted in a disclosure of $4.8 million in non-cash purchases. The correction is attributable to classification errors related to the methodology to arrive at the amount. Pursuant to ASC 250, Accounting Changes and Error Corrections issued by the Staff Accounting Bulletin 99, Materiality (“SAB 99”) issued by the SEC, the Company determined the impact of the error was immaterial to all periods. The correction was recorded as part of the activity within the consolidated statements of operations and comprehensive loss and the consolidated balance sheets for the year ended December 31, 2020, as reflected herein. Adjustments resulting from these error corrections had an immaterial impact on the Company’s previously reported net loss, net loss per share, total assets, total liabilities and stockholder’s deficit. |
Reverse Recapitalization
Reverse Recapitalization | 12 Months Ended |
Dec. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
Reverse Recapitalization | Note 6 - 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. Subsequent to the closing, the Company received refunds for the over-payment of transaction costs of $4.1 million 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 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 11 - Warrants and Note 12 - 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 11 - 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 consolidated financial statements represents the accounts of 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 | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 7 - 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 and PPP loan are classified within Level 2 as they are valued using market-based risk measurements that are indirectly observable, such as credit risk. Legacy Volta Preferred Stock warrant liabilities and the Private Warrants are classified within Level 3. The Preferred Stock warrant liabilities are measured by the OPM Back Solve approach under the market method. In determining the fair value of the private placement warrant liability, the Company used the BLM that assumes optimal exercise of the Company’s redemption option at the earliest possible date. 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 (in thousands) December 31, 2020 Liabilities PPP loan $ 3,193 $ 3,193 $ — $ 3,193 $ — Senior secured term loan 49,000 50,960 — 50,960 — Preferred Stock warrant liability 698 698 — — 698 Total $ 52,891 $ 54,851 $ — $ 54,153 $ 698 December 31, 2021 Liabilities Senior secured term loan 39,995 41,242 — 41,242 — Private warrants 11,036 11,036 — — 11,036 Public warrants 16,036 16,036 16,036 — Total $ 67,067 $ 68,314 $ 16,036 $ 41,242 $ 11,036 Level 2 valuation - senior secured term loan, PPP 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. The carrying amount of the PPP loan approximated fair value due to the short-term nature of the loan. Level 3 valuation - Legacy Volta Preferred Stock warrants and Private Warrants The Company measured the value of its Legacy Volta Preferred Stock warrants on a recurring basis using the OPM Back Solve approach. The OPM Back Solve approach uses a Black-Scholes option pricing model to calculate the implied equity value of the Company. Once an overall equity value was determined, the aggregate amounts were allocated to the different classes of equity according to their rights and preferences. The inputs to the OPM Back Solve approach include time to liquidation, a risk-free interest rate, an assumption for a discount for lack of marketability and an assumed volatility based on the volatility of similar publicly traded companies. The Legacy Volta Preferred Stock warrants were exercised as of December 31, 2021. The following table provides quantitative information regarding Level 3 Legacy Volta Preferred Stock warrants fair value measurement inputs at their measurement dates: December 31, Expected dividend yield — % Risk-free interest rate 0.53 % Expected volatility 50.00 % Expected term (in years) 4.50 As of December 31, 2021, the Company has Private Warrants defined and discussed in Note 11 - Warrants. The warrants are measured at fair value on a recurring basis at the end of each reporting period using a BLM. The BLM'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 Private Warrants were valued as of December 31, 2021 using the estimated fair value price of $1.86 per Private Warrant. The following table provides quantitative information regarding Level 3 Private Warrants fair value measurement inputs at their measurement dates: August 26, December 31, Expected dividend yield — % — % Risk-free interest rate 0.80 % 1.18 % Expected volatility 33.40 % 132.50 % Expected term (in years) 4.8 4.5 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, 2019 $ 288 Increase in fair value of warrants 410 December 31, 2020 $ 698 Increase in fair value of Preferred Stock warrants 1,246 Release of liability upon exercise of Preferred Stock warrants (1,944) Addition of Private and Public Warrants 27,079 Release of liability upon exercise of Public Warrants (1) Decrease in fair value of Private and Public warrants (7) December 31, 2021 $ 27,071 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Note 8 - Property and Equipment, Net Property and equipment, net, as of December 31, 2021 and 2020, consists of the following: December 31, December 31, (in thousands) Charging stations and digital media screens $ 79,104 $ 43,114 Construction in progress: station hardware 33,434 17,566 Capitalized research and development equipment 2,689 974 Leasehold improvements 856 552 Computer and office equipment 1,459 974 Capitalized software 888 — Development in progress: software 86 — Furniture 229 210 Other fixed assets 3,736 811 Total property and equipment 122,481 64,201 Less accumulated depreciation and amortization (24,753) (14,843) Property and equipment, net $ 97,728 $ 49,358 Construction in progress is primarily composed of the charging stations that are pending installation completion. Depreciation and amortization expenses, excluding intangible amortization, were $11.2 million and $6.5 million for the years ended December 31, 2021 and 2020, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Note 9 - Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities as of December 31, 2021 and 2020 consists of the following: December 31, December 31, (in thousands) Charging station expenses $ 5,393 $ 4,812 Lease incentive liability 2,354 4,038 Employee related expenses 9,239 3,713 Financing transaction costs — 3,459 Deposit liability 850 2,509 Accrued interest 1,294 1,426 Other 1,038 1,576 Total accrued expenses and other liabilities $ 20,168 $ 21,533 |
Debt Facilities
Debt Facilities | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt Facilities | The Company’s outstanding debt instruments as of December 31, 2021 and 2020 are as follows: December 31, 2021 December 31, 2020 (in thousands) Term loans payable $ 40,833 $ 49,000 PPP small business loan — 3,193 Total outstanding loans payable 40,833 52,193 Less current maturities, net of debt issuance 15,998 9,988 Less unamortized debt issuance costs, non-current portion 838 1,173 Total loans payable, net of unamortized debt issuance costs and current term loan payable $ 23,997 $ 41,032 Term loans 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% per annum and is secured by certain qualifying assets of the Company. Principal payments are due in equal monthly installments which began 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 December 31, 2021 and 2020, $40.8 million and $49.0 million of the principal was outstanding, and there was a debt discount of $0.8 million and $1.2 million, related to debt issuance costs, respectively. As of December 31, 2021 and 2020, accrued interest was $1.3 million and $1.4 million, respectively. Total payments on the principal balance for the year ended December 31, 2021 were $8.2 million, and no payments on the principal balance were made for the period ended December 31, 2020. The term loan agreement contains certain covenants pertaining to reporting and financial requirements, as well as negative and affirmative covenants. If the Company does not meet its reporting 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 agreed to waive their right to call the debt as a result of violations of certain covenants. Term loan payments by period as of December 31, 2021 are as follows: Fiscal Year (in thousands) 2022 $ 16,333 2023 16,333 2024 8,167 $ 40,833 PPP loan In April 2020 the Company applied for and received a small business loan of $3.2 million through the PPP Loan. Although the Company received full forgiveness for the loan as the entire amount was used for eligible expenses under the program, the Company paid the entire balance of the PPP loan on October 12, 2021. Financing obligations For one customer, the Company has entered into multiple contracts to sell media-enabled charging stations and 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 December 31, 2021 and 2020, the current portions of the financing obligation were $0.9 million and $0.7 million, respectively, which were included within accrued expenses and other current liabilities in the accompanying consolidated balance sheets. Non-current portions as of December 31, 2021 and 2020 were $3.1 million and $3.8 million, respectively, which were included within other non-current liabilities on the accompanying consolidated balance sheets. The Company’s incremental borrowing rate for each of these transactions has ranged between 6.0%-16.7%. As of December 31, 2021 future payments under financing obligations were as follows: Fiscal Year (in thousands) 2022 $ 1,250 2023 1,298 2024 1,132 2025 719 2026 312 Thereafter 58 Total future payments 4,769 Less amount representing interest 822 Total financing obligations $ 3,947 |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Warrants | Note 11 - Warrants Legacy Volta Preferred Stock warrants In connection with the Company’s prior debt financing agreements, Legacy Volta issued Preferred Stock warrants to purchase shares of Legacy Volta Series B Preferred Stock. During 2015, the Company issued warrants to purchase up to 209,029 shares of Series B Preferred Stock at an exercise price of $1.0475 per warrant expiring in July 2025. On August 25, 2021, 208,993 shares of Legacy Volta Preferred Stock warrants were converted through a cashless exercise in accordance with the terms of the original warrant agreement to 253,613 shares of Class A common stock due to the application of the exchange ratio of approximately 1.2135. As of December 31, 2021, none of the Legacy Volta Preferred Stock warrants remain outstanding. As of December 31, 2020, all Legacy Volta Preferred Stock warrants remained outstanding. Legacy Volta common stock warrants In connection with the Legacy Volta Series D issuance, the Company issued equity classified warrants to purchase 381,679 shares of Legacy Volta Class B common stock at an exercise price of $1.31, to the existing investors, during the year ended December 31, 2020. The Company valued the warrants at $0.76 per share upon issuance for a total amount of $0.3 million. As the warrants were issued in connection with the issuance of Legacy Volta Preferred Stock, the Legacy Volta Preferred Stock had equal and offsetting equity issuance costs of $0.3 million recorded in the consolidated balance sheet as of December 31, 2020. At Closing, each warrant to purchase Legacy Volta common stock was automatically converted to a warrant to purchase a number of shares of Volta Class A common stock equal to the product of (a) the number of shares of Legacy Volta common stock subject to such Legacy Volta warrant and (b) 1.2135, rounding down to the nearest whole number of shares, at an exercise price per share equal to (i) the exercise price per share for the shares of Legacy Volta common stock subject to such Legacy Volta warrant divided by (ii) 1.2135, rounding up to the nearest whole cent. During the year ended December 31, 2021, 182,025 shares of Volta Class A common stock warrants were exercised at an exercise price of $0.01 per share for an immaterial amount. During the year ended December 31, 2021, 188,638 shares of Volta Class A common stock warrants were exercised through a cashless exercise. As of December 31, 2021, 9,773,835 Volta Class A common stock warrants remained outstanding. As of December 31, 2020, all Legacy Volta 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. In accordance 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 for Class A common shares became exercisable on September 15, 2021. 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. As of December 31, 2021, 275 public and no private warrants have been exercised. 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 The Private Warrants and the Public Warrants have substantially similar terms, except that the Private Warrants and Class A shares upon exercise of the Public Warrants were not transferable, assignable or salable until 30 days after the completion of the Reverse Recapitalization, subject to certain limited exceptions. Additionally, 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. Once the warrants become exercisable, the outstanding warrant 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. 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) Equity
Stockholders’ (Deficit) Equity and Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders’ (Deficit) Equity and Stock-Based Compensation | Note 12 - 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 of stock options for cash were not considered outstanding for accounting purposes because the employees holding these awards were not entitled to the rewards of stock ownership. There have been no early exercises other than those issued in exchange for partial recourse notes as of December 31, 2021. 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 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 the 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 22,548,976 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 81,215,956 Company’s common stock outstanding Authorized Shares Issued and Outstanding Shares 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 December 31, 2020 Volta Class A common stock 48,540,000 13,185,808 Volta Class B common stock 104,361,000 11,510,629 Total common stock outstanding 152,901,000 24,696,437 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 December 31, 2021. Shares reserved for issuance The Company has the following shares of common stock reserved for future issuance, on an as-if converted basis: December 31, 2021 December 31, 2020 Redeemable Convertible Preferred Stock — 76,493,917 Outstanding Public Warrants 8,621,440 — Outstanding Private Warrants 5,933,333 — Preferred Stock Warrants — 190,210 Common stock warrants 9,773,835 10,156,090 Options and RSUs outstanding 41,152,791 6,307,307 Shares available for grant – 2014 Equity Incentive Plan — 14,301,980 Shares available for grant – 2021 Equity Incentive Plan 14,357,382 — Shares available for purchase - 2021 ESPP Plan 3,715,944 — Total shares of common stock reserved 83,554,725 107,449,504 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% 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% of the fair market value of the shares of common stock on the offering date; or (ii) an amount equal to 85% 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 December 31, 2021. Subject to capitalization adjustments, the 2021 ESPP provides for the issuance of up to 3,715,944 shares of common stock as of December 31, 2021. 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 December 31, 2021, 14,357,382 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%) 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 aggregate RSUs to the Company's two 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, 2020 12,890,557 $ 0.76 8.6 $ 5,836 Options granted 5,319,061 1.05 Options exercised (259,070) 0.49 Options forfeited (281,669) 0.97 Options expired (110,148) 0.76 December 31, 2020 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 vested and exercisable as of December 31, 2020 1,947,361 $ 0.63 7.0 $ 4,734 Options vested and exercisable as of December 31, 2021 4,830,158 $ 1.30 7.4 $ 29,176 The aggregate intrinsic value of employee options exercised during the years ended December 31, 2021 and 2020 was $103.4 million and $0.5 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 years ended December 31, 2021 and 2020 was $3.56 and $0.45 per share, respectively. The weighted-average grant-date fair value of employee options forfeited during the years ended December 31, 2021 and 2020 was $2.20 and $0.38 per share, respectively. The weighted-average grant-date fair value of options that vested during the years ended December 31, 2021 and 2020 was $1.20 and $0.30 per share, respectively. The total fair value of options vested during the years ended December 31, 2021 and 2020 was $7.1 million and $0.9 million, respectively. RSUs In accordance with the FIP, the Company granted 10,500,000 RSUs to the founder and co-founder in August 2021. The fair value of the RSUs is measured on the grant date based on the value of the shares on the Closing Date. These grants vest on the earlier of January 1, 2022 or a qualified termination as defined in the FIP. 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% 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, the Company granted RSUs to certain officers, executives, new hires, and key employees in November 2021 and December 2021. The fair value of the 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 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. The Company also granted RSUs with market-based vesting conditions to certain executives and designated employees in November and December 2021. 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 year ended December 31, 2021 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 The weighted-average grant-date fair value of RSUs granted during the twelve months ended December 31, 2021 was $10.70 per share. In addition to the awards outlined above, the Company approved the grant of 111,168 market-based RSUs and 1,349,591 service-based RSUs that were not yet communicated to employees as of December 31, 2021. As a result, these awards were not considered granted for accounting purposes during the year ended December 31, 2021. 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. A summary of the restricted stock award activity for the year ended December 31, 2021 was as follows: Number of shares Weighted-average grant date fair value January 1, 2021 RSAs granted 6,916,950 $ 5.82 RSAs vested (6,916,950) $ 5.82 RSAs forfeited — $ — December 31, 2021 — $ — Stock-based compensation Stock-based compensation for options 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 years ended December 31, 2021 and 2020 were as follows: Year ended December 31, 2021 2020 Expected dividend yield — % — % Risk-free interest rate 0.7 % 0.8 % Expected volatility 60.4 % 48.1 % Expected term (in years) 5.8 6.0 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. 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. Compensation cost for the performance-based RSUs is recognized over the requisite service period if it is probable that the performance condition will be satisfied. The Company interprets the term “probable” to represent a greater than 70% likelihood that an event will occur. As of December 31, 2021, the Company determined that it is not probable that the performance conditions would be satisfied and has not recorded compensation cost associated with the performance-based awards. 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 December 31, 2021, the Company recognized $21.6 million in compensation costs associated with market-based RSUs. The unrecognized compensation expense related to stock options and RSUs was $17.4 million and $196.5 million, at December 31, 2021 respectively, and is expected to be recognized over a weighted average period of 1.3 years and 1.65 years, respectively. 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: Year ended December 31, 2021 Expected dividend yield — % Risk-free interest rate 1.3 % Expected volatility 95.0 % Expected term (in years) 4.8 Correction of material error On March 22, 2022, the Company filed Amendment No.1 on Form 10-Q/A to amend its Quarterly Report on Form 10-Q for the quarterly period September 30, 2021 filed on November 12, 2021. The Amendment No.1 restated previously issued unaudited interim condensed consolidated financial statements as result of an improper assessment of the accounting grant date of certain Company's RSUs, resulting in an understatement of stock-based compensation for the three and nine months ended September 30, 2021. Stock-based compensation expense for these RSUs should have been recognized during the reporting period ending September 30, 2021 as the accounting grant date for these grants occurred during that period. Significant modifications In July 2021, in connection with the resignation of the Company’s former chief financial officer, the Board of Directors approved the acceleration of 458,314 unvested stock options on the date of her resignation. The exercise period for 140,000 of the options not previously exercised with partial recourse notes was extended such that the vested shares will remain outstanding and exercisable through the original 10-year term of each respective option. The maturity date of the partial recourse notes issued in exchange for early exercises was also extended from the termination date of July 31, 2021 to December 15, 2021. The Company recorded incremental stock-based compensation expense of approximately $2.4 million for this combination of stock option modifications. In addition, in August 2021, the Board of Directors approved the acceleration of all 110,418 stock options for two individuals in connection with their terminations. The modified options post-termination exercise period was extended such that the vested shares will remain outstanding and exercisable through the original 10-year term. The Company recorded incremental stock-based compensation expense of approximately $0.5 million for these stock option modifications. The stock option 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 incremental stock-based compensation was recorded in selling, general and administrative expense, on the consolidated statement of operations for the year ended December 31, 2021. Compensation expense Compensation expense related to stock-based awards was recorded in selling, general and administrative in the accompanying consolidated statements of operations and comprehensive loss for $174.0 million and $5.3 million for the years ended December 31, 2021 and 2020, respectively. Partial recourse promissory notes As of December 31, 2021 and 2020, the Company had $0.2 million and $10.4 million of promissory notes outstanding from employees and former employees, issued for 186,124 and 1,036,124 restricted stock purchases of Legacy Volta Class A common stock, respectively, and 365,605 and 11,147,195 shares of stock options exercisable for Legacy Volta Class B common stock, respectively. The two remaining outstanding promissory notes for the exercise of stock options represent the aggregate exercise price of the options and carry an interest rate of 2.26%, 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% 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 such, the shares are not considered exercised for accounting purposes and the shares issued are not reflected as outstanding in the consolidated financial statements until the notes are repaid and the underlying stock options have vested. During the year ended December 31, 2020, two employees transferred and sold fully vested 855,688 shares of Class B Common Stock at a price of $7.01 per share and the Company recognized $0.4 million for the portion of the partial recourse promissory note issued in December 2016 corresponding to the sold shares in notes receivable - employee on the consolidated balance sheets. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 13 - 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: Year ended December 31, 2021 2020 Class A Common Shares Class B Common Shares Class A Common Shares Class B Common Shares Numerator: Net loss $ (242,163) $ (34,432) $ (12,199) $ (58,356) Denominator: Basic shares: Weighted-average common shares, basic 59,034,393 8,393,797 1,616,740 7,733,885 Diluted shares: Weighted-average common shares, diluted 59,034,393 8,393,797 1,616,740 7,733,885 Net loss per share attributable to common stockholders: Basic $ (4.10) $ (4.10) $ (7.55) $ (7.55) Diluted $ (4.10) $ (4.10) $ (7.55) $ (7.55) The following weighted average shares of the potentially dilutive outstanding securities for the year ended December 31, 2021 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. Year ended December 31, 2021 2020 Anti-dilutive securities Outstanding stock options - stock plan 30,602,803 6,094,945 Non plan option grants — 212,363 Convertible Preferred Stock — 76,493,917 Warrants for common stock 24,328,608 9,974,065 Warrants for Preferred Stock — 190,210 Options and RSAs exercised under notes receivables 669,522 13,746,080 Unvested RSUs 29,688,046 — Total anti-dilutive securities 85,288,979 106,711,580 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Lessee Disclosure [Abstract] | |
Leases | Note 14 - 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 five one Supplemental information related to leases within the consolidated balance sheets is as follows: December 31, December 31, Other operating leases information Weighted-average remaining lease term (years) 8.0 7.9 Weighted-average discount rate 11.7 % 13.8 % The Company received COVID-19 related rent concessions indicating that (i) the Company was not obligated to pay rent, or the entirety of the contractual rent, or (ii) the Company received interest-free rent deferrals for the period affected by lockdown measures. There were no such concessions recognized as negative variable lease cost for the year ended December 31, 2021. For the year ended December 31, 2020 the concessions recognized as negative variable lease cost were $0.2 million. The following lease costs were recognized in other operating (income) expenses within the accompanying consolidated statements of operations and comprehensive loss: Year ended December 31, 2021 2020 (in thousands) Operating lease costs Fixed lease cost $ 11,944 $ 7,389 Variable lease cost 252 (79) Total operating lease costs $ 12,196 $ 7,310 Supplemental cash flow information related to leases is as follows: Year ended December 31, 2021 2020 (in thousands) Cash paid for amounts included in the measurement of lease liabilities Operating cash outflows from operating leases $ 10,495 $ 6,838 ROU assets obtained in exchange for lease obligations ROU assets obtained in exchange for operating lease liabilities $ 27,517 $ 18,369 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 December 31, 2021 are as follows: Leases Fiscal Year (in thousands) 2022 $ 13,474 2023 14,653 2024 14,167 2025 13,074 2026 12,164 Thereafter 39,361 Total undiscounted lease payments 106,893 Less imputed interest (36,519) Total lease liabilities $ 70,374 As of December 31, 2021, there are additional operating leases that have not yet commenced of $8.9 million. These operating leases are expected to commence between fiscal year 2022 and fiscal year 2024 with lease terms of 4 to 9 years. |
Leases | Note 14 - 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 five one Supplemental information related to leases within the consolidated balance sheets is as follows: December 31, December 31, Other operating leases information Weighted-average remaining lease term (years) 8.0 7.9 Weighted-average discount rate 11.7 % 13.8 % The Company received COVID-19 related rent concessions indicating that (i) the Company was not obligated to pay rent, or the entirety of the contractual rent, or (ii) the Company received interest-free rent deferrals for the period affected by lockdown measures. There were no such concessions recognized as negative variable lease cost for the year ended December 31, 2021. For the year ended December 31, 2020 the concessions recognized as negative variable lease cost were $0.2 million. The following lease costs were recognized in other operating (income) expenses within the accompanying consolidated statements of operations and comprehensive loss: Year ended December 31, 2021 2020 (in thousands) Operating lease costs Fixed lease cost $ 11,944 $ 7,389 Variable lease cost 252 (79) Total operating lease costs $ 12,196 $ 7,310 Supplemental cash flow information related to leases is as follows: Year ended December 31, 2021 2020 (in thousands) Cash paid for amounts included in the measurement of lease liabilities Operating cash outflows from operating leases $ 10,495 $ 6,838 ROU assets obtained in exchange for lease obligations ROU assets obtained in exchange for operating lease liabilities $ 27,517 $ 18,369 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 December 31, 2021 are as follows: Leases Fiscal Year (in thousands) 2022 $ 13,474 2023 14,653 2024 14,167 2025 13,074 2026 12,164 Thereafter 39,361 Total undiscounted lease payments 106,893 Less imputed interest (36,519) Total lease liabilities $ 70,374 As of December 31, 2021, there are additional operating leases that have not yet commenced of $8.9 million. These operating leases are expected to commence between fiscal year 2022 and fiscal year 2024 with lease terms of 4 to 9 years. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 15 - Commitments and Contingencies Contingencies From time to time, the Company may become involved in claims and other legal matters, either asserted or unasserted, arising in the ordinary course of business. While the outcome of these claims cannot be predicted with certainty, management does not believe that the outcome of any of these ongoing legal matters, individually and in aggregate, will have a material adverse effect on the Company’s consolidated financial statements. As of December 31, 2021 and 2020, the Company had $0.6 million in accrued expenses and other current liabilities on the accompanying 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, 2020 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% of the employee's salary each month under applicable safe harbor rules. Employee contribution is also limited by annual maximum amount determined by the Internal Revenue Service. The Company made contributions of $1.0 million and $0.5 million for the years ended December 31, 2021 and 2020, 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 December 31, 2021, Volta has contractually committed to a purchase of $3.8 million from key suppliers for capital assets, inventory, and services, in 2022. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 16 - Income Taxes Loss before income taxes for the years ended December 31, 2021 and 2020 are as follows: Year Ended December 31, 2021 2020 (in thousands) United States $ (274,572) $ (70,546) Foreign (1,747) $ — Loss before income taxes $ (276,319) $ (70,546) The provision for income taxes for the years ended December 31, 2021 and 2020 was immaterial, and the individual components (current and deferred, federal and state) were all individually immaterial as well. Year Ended December 31, 2021 2020 (in thousands) Current: Federal $ — $ — State 24 9 International 15 — Deferred: Federal — — State — — Total income tax provision $ 39 $ 9 The difference between the tax provision at the statutory federal income tax rate and the provision for (benefit from) income tax as a percentage of loss before income taxes (effective tax rate) for the years ended December 31, 2021 and 2020 was as follows: Year Ended December 31, 2021 2020 (in thousands) Benefit from income taxes at U.S. federal statutory rate $ (58,027) $ (15,415) State statutory rate (12,014) (2,916) Foreign tax rate at statutory rate 15 — Foreign tax rate differential (207) — Change in valuation allowance 65,996 19,235 Stock-based compensation 1,987 442 Permanent differences 2,010 38 Alternative fuel vehicle credit (2,706) (1,384) Other 2,985 9 Total provision for (benefit from) income taxes $ 39 $ 9 The Company’s effective tax rate differs from the federal statutory rate primarily due to the change in valuation allowance, stock-based compensation, true-up of the prior year net operating loss (“NOL”), and the alternative fuel credit. The components of net deferred tax assets as of December 31, 2021 and 2020 consisted of the following: Year Ended December 31, 2021 2020 (in thousands) Deferred tax assets: Net operating loss carryovers $ 67,756 $ 35,596 Accruals, deferrals, and reserves 5,775 2,418 Operating lease liabilities 18,446 13,599 Stock compensation 32,601 196 Credits 11,502 8,796 Gross deferred tax assets 136,080 60,605 Valuation allowance (111,613) (45,617) Gross deferred tax assets after valuation allowance $ 24,467 $ 14,988 Deferred tax liabilities Fixed Assets and intangibles $ (5,068) $ (2,930) Operating lease right-of-use assets (19,399) (12,058) Gross deferred tax liabilities $ (24,467) $ (14,988) Net deferred tax assets $ — $ — Management regularly assesses the ability to realize deferred tax assets recorded based upon the weight of available evidence, including such factors as recent earnings history and expected future taxable income on a jurisdiction-by-jurisdiction basis. In the event that the Company changes its determination as to the amount of realizable deferred tax assets, the Company will adjust its valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made. During the years ended December 31, 2021 and 2020, the valuation allowance increased by $66.0 million and $19.2 million, respectively. Utilization of the net operating loss and tax credit carryforwards may be subject to a substantial annual limitation due to the “ownership change” limitations provided by Section 382 and 383 of the Internal Revenue Code of 1986, as amended, and other similar state provisions. Any annual limitation may result in the expiration of net operating loss and tax credit carryforwards before utilization. As of December 31, 2021, the Company had federal and state NOL carryforwards of approximately $268.8 million and $215.3 million (post apportionment), respectively, as reported on its tax returns available to reduce future taxable income, if any. If not utilized, these federal and state NOL carryforwards will begin to expire in the year ending December 31, 2036. As a result of the Tax Cuts and Jobs Act of 2017, $251.2 million in federal NOL carryforwards do not have an expiration date. As of December 31, 2021, the Company also has Alternative Fuel Vehicle Credit carryforwards of $11.5 million that will begin to expire in the year ending December 31, 2035 if not utilized. The Company accounts for uncertain tax positions in accordance with accounting standards which clarifies the accounting for uncertainty in income taxes in an enterprise’s financial statements by defining the criterion that an individual tax position must meet for any part of the benefit of that position to be recognized in an enterprise’s financial statements. The accounting standard prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken on a tax return as well as guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As of December 31, 2021, the Company has recorded $2.0 million in uncertain tax position related to deferred revenue. The Company’s policy is to include penalties and interest related to income tax matters within the Company’s benefit from (provision for) income taxes. As of December 31, 2021, the Company had no material accrued interest and penalties related to uncertain tax positions. The 2018 through 2021 tax years generally remain subject to examination by U.S. federal and most state tax authorities. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related party transactions | Note 17 - Related Party Transactions 2Predict, Inc. Prior to April 2021, the Company received services from 2Predict, a firm where a Volta officer is Co-Founder and CEO, and recognized expenses of $0.6 million for both years ended December 31, 2021 and 2020, respectively, in selling, general and administrative in the consolidated statements of operations and comprehensive loss. As of December 31, 2020, the Company maintained a balance of $0.1 million in accounts payable - due to related party for the consulting services received. As of December 31, 2021 the Company had no balance in accounts payable - due to related party for consulting services received as 2Predict, is no longer a related party as certain of its assets were acquired by the Company in April 2021 (see Note 4 - Acquisitions). Related party loans Legacy Volta issued a total of $30.2 million in convertible notes for the year ended December 31, 2020, of which $9.8 million was issued to Activate Capital Partners, LP, an entity where a former Volta Board member is the partner and Co-Founder, Virgo Hermes, LLC, an entity where a Volta Board member was a partner, Energize Ventures, LLC, where a Volta Board member is the Managing Partner, former Volta CFO Debra Crow, and Bauer Family Investments, a Volta investor and an affiliate of Volta's President. During the year ended December 31, 2021, the Company did not issue additional convertible notes. As of December 31, 2020, the total $9.8 million convertible notes issued to related parties had been converted into 2,721,956 shares of Series D-1 Preferred Stock at a conversion price of $3.77 per share for total proceeds of $10.3 million. The Series D-1 Preferred Stock shares were issued, collectively, to Activate Capital Partners, LP, Virgo Hermes, LLC, and Energize Ventures, LLC, the former Volta CFO, Debra Crow, and Bauer Family Investments. At Closing, the outstanding shares of 2,721,956 Legacy Volta Series D-1 Preferred Stock were converted into shares of Legacy Volta Class B common stock, which were then converted into 3,303,094 shares of Class A common stock of the Company through a cashless exercise, as determined by the share conversion ratio (see Note 12 - Stockholders’ (Deficit) Equity and Stock-Based Compensation). Legacy Volta issued 9,374,786 shares of Legacy Volta Series D Preferred Stock during the year ended December 31, 2020, which upon the Closing were converted into 11,376,303 Class A common stock through a cashless exercise. Of the 9,374,786 shares of Legacy Volta Series D Preferred Stock, 169,485 shares were issued to 19 York Ventures, which is an entity founded by a Volta Board member, and to the current Chair of the Audit Committee, at $7.38 per share for total proceeds of $1.3 million. The 169,485 shares of Legacy Volta Series D Preferred Stock were converted into 205,670 Class A common stock of the Company in connection with the Reverse Recapitalization. During the year ended December 31, 2021, the Company issued 3,891,256 shares of Legacy Volta Series D Preferred Stock which upon the Closing, were converted into shares of Legacy Volta Class B common stock, which were then converted into 4,722,039 shares of Class A common stock of the Company through a cashless exercise. Of the 3,891,256 shares of Legacy Volta Series D Preferred Stock, 2,032,271 shares were issued to 19 York Ventures and Energize Ventures, LLC at $7.38 per share for total proceeds of $15.0 million, which upon the Closing, were converted into shares of Legacy Volta Class B common stock, which were then converted into 2,466,161 shares of the Company's Class A common stock (see Note 12 - Stockholders’ (Deficit) Equity and Stock-Based Compensation). Common stock warrants During the year ended December 31, 2020, in connection with Legacy Volta's Series D issuance (see Note 11 - Warrants), the Company issued 531,679 Legacy Volta Class B common stock warrants for total value of $0.7 million, which upon the date of the Closing, were converted into 645,192 shares of the Company's Class A common stock of the Company through a conversion to Energize Ventures, LLC, and to Activate Capital Partners, LP for the consulting services provided during the fundraising, respectively (see Note 12 - Stockholders’ (Deficit) Equity and Stock-Based Compensation). Promissory notes All of the principal related to partial recourse promissory notes issued by the Company as of December 31, 2020 was used to exercise options for 9,271,877 shares of the Company's stock which upon the Closing were converted to 11,251,423 Class A common stock of the Company through a cashless exercise. The aggregate principal amount of promissory notes includes $0.7 million for taxes relating to 83(b) elections paid on the employees’ behalf and was recognized as notes receivable - employee on the consolidated balance sheet as of December 31, 2020. As part of the Reverse Recapitalization, all promissory notes with employees were required to be settled. During the year ended December 31, 2021, the Company entered into promissory note agreements with certain executives where the Company loaned $8.6 million at an interest rate of 3.25%. The promissory notes with current employees were required to be settled upon the Closing. The notes associated with three former employees were not required to be settled upon the Reverse Recapitalization, however one of the notes have been settled while the other two remain outstanding as of December 31, 2021. (see Note 12 - Stockholders’ (Deficit) Equity and Stock-Based Compensation). Secondary Sales During the year ended December 31, 2020, the CEO and the President of the Company transferred and sold fully vested 855,688 shares of Legacy Volta Class B Common Stock to 19York Ventures and EV Volta SPV, LLC, each an entity where a Volta Board member is a managing partner, at a price of $7.01 per share. The Company recognized $3.4 million for the difference between the purchase price and the fair value of $3.06 per share as of December 31, 2020 for the shares sold and transferred in selling, general and administrative in the consolidated statements of operations and comprehensive loss. The Company also recognized $0.4 million for the portion of the partial recourse promissory note issued in December 2016 corresponding to the sold shares in notes receivable - employee on the consolidated balance sheets. Legacy Volta Class B common stock 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 for 182,025 shares of Class A common stock at an exercise price of $0.01 per share for a total immaterial amount. Subsequent to the Reverse Recapitalization, Activate Capital Partners, LP, exercised 188,638 shares of Class A common stock warrants which were converted through a cashless exercise (see Note 12 - Stockholders’ (Deficit) Equity and Stock-Based Compensation). |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent events | Note 18 - Subsequent Event Please refer to “Note 18 - Subsequent Events,” of the accompanying consolidated financial statements for additional information. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | The accompanying consolidated financial statements have been prepared in conformity with 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 | Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires the Company to make estimates, judgments and assumptions that affect the amounts reported in the 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 (“SSP”) prices 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, 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, PPP loan balance, and the valuation of assets acquired and liabilities assumed for 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 | Segment reporting For the years ended December 31, 2021 and 2020, the Company was managed as one operating segment as we only report financial information on an aggregate and consolidated basis to the President and CEO, 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 managed the Company as a whole and made 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 |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform to current period presentation. These reclassifications have no material effect on previously reported results of operations or loss per share. |
Cash and cash equivalents | Restricted cash as of December 31, 2021 includes $0.1 million held in escrow related to payments to contractors. |
Restricted cash | Restricted cash as of December 31, 2021 includes $0.1 million held in escrow related to payments to contractors. |
Accounts receivable and allowance for doubtful accounts | Accounts receivable and allowance for doubtful accounts Accounts receivable primarily include amounts related to receivables from our sales of media and installation of 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 consolidated balance sheet date. The Company had $0.8 million in unbilled receivables as of both December 31, 2021 and 2020 related to network development revenue, which are included in the accounts receivable balance on the accompanying consolidated balance sheets. |
Concentration of risk | 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 accounts. |
Fair value of financial instruments | 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 | 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 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 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 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 December 31, 2021 and 2020. The value of inventories is reduced by estimates for excess and obsolete inventories. The estimate for excess and obsolete inventories is based upon management’s review of utilization of inventories in light of projected sales, current market conditions, and market trends. The Company monitors inventory to identify events that would require impairment due to obsolete inventory and adjusts the value of inventory when required. Inventory losses of $0.6 million and $0 were incurred during the years ended December 31, 2021 and 2020, respectively. |
Prepaid partnership costs | Prepaid partnership costs Prepaid partnership costs consist 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 right-of-use asset (“ROU”) asset balance. |
Property and equipment | Property and equipmentProperty 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 |
Capitalization of software costs | 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 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 consolidated statements of operations and comprehensive loss. |
Intangible assets | Intangible assetsDefinite-lived intangible assets primarily consist of intellectual property of 2Predict, for which the weighted-average useful life is 1.5 years. Total amortization expense for capitalized software and capitalized software implementation costs within depreciation and amortization for the years ended December 31, 2021 and 2020 is $0.6 million and $0, respectively. |
Impairment of long-lived assets and intangibles | 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 December 31, 2021 and 2020, 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 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 of goodwill for the year ended December 31, 2021. |
Leases | 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 inception. 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. The lease expense is recognized on a straight-line basis over the lease term. The Company does not have material financing leases as of December 31, 2021. 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 to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to 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 (income) expenses in the consolidated statements 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. During the fourth quarter of 2021, Volta changed the calculation of the short-term lease liability from a method that determines the short-term liability, net of interest, on a monthly basis to a method that determines the balance on a yearly basis, resulting in a decreased short-term liability balance and increased long-term liability balance. Diversity in practice exists in the absence of specific guidance on the method of calculating the short-term liability under ASC 842, and both the former and current approaches are considered acceptable. The impact from this change arises due to some monthly payments, net of interest, falling below zero and out of short-term liability classification, while those amounts would be included in short-term liability in an annual calculation of payments, net of interest. While the short-term and long-term lease liability balances are impacted by the change, the impact extends to classification and presentation only, and the total lease liability remains the same. This change is due to the implementation of a new lease accounting system in Q4 2021, and is considered a change in accounting methodology that does not have a material impact on our consolidated financial statements. We applied this change prospectively in accordance with GAAP. |
Debt issuance costs | 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 years ended December 31, 2021 and 2020, the Company deferred and capitalized costs related to the issuance of the term loans approximating $0 and $0.6 million, respectively, and amortized $0.3 million for each year, of deferred debt issuance costs as interest expense, net, in the accompanying consolidated statements of operations and comprehensive loss (see Note 10 - Debt Facilities). |
Equity issuance costs | 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 year ended December 31, 2020, Legacy Volta raised $99.3 million through sales of Legacy Volta Series D and D-1 Preferred Stock resulting in $4.5 million of equity issuance costs, of which $3.8 million was paid in cash and $0.7 million was paid as Legacy Volta Class B common stock warrants. For the year ended December 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, which was paid in cash. As a part of the Closing all Legacy Volta Series D, Legacy Volta D-1 Preferred Stock, and Legacy Volta Class B common stock were converted to Volta Inc. Class A common stock (Note 12 - Stockholders’ (Deficit) Equity and Stock-Based Compensation). |
Stock warrants | Stock warrants Legacy Volta historically classified Preferred Stock warrants issued in connection with certain historical debt arrangements as long-term liabilities on the 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 consolidated balance sheet date. Additionally, Tortoise Corp II sold Public Warrants and issued 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 consolidated balance sheets. Accordingly, the Company classifies |
Revenue recognition | 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 AC and DCFC stations, installation services, operation and maintenance services, installed infrastructure, regulatory credits and 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 we maintain 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 as cost of services. Disaggregation of revenue Behavior and Commerce Behavior and Commerce revenue is generated by displaying paid media content on the Company's network of media-enabled charging stations. Parties pay for content 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. Behavior and Commerce 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 advance on a monthly basis, and payments are typically due within one month after content delivery. Behavior and Commerce revenue is recorded in service revenue in the accompanying consolidated statements of operations and comprehensive loss. Network Development Network Development revenue consists of revenue generated through installation services, operation and maintenance services offered over the contract term, installed infrastructure for utility companies and charging station products. Revenue from installation 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 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, it 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 10 - Debt Facilities). During the construction phase, the Company does not control the underlying asset on the customer’s property. As 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 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 $0.6 million and $0.4 million for the years ended December 31, 2021 and 2020, respectively. The Company typically bills the customer upon contract inception for charging stations and installation services and bills the customer on a quarterly basis 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 consolidated statements of operations and comprehensive loss. Revenue generated through charging station products is recorded in product revenue in the accompanying 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 LCFS credits to other regulated entities. The Company recognizes revenue from regulatory credits at the point in time when the regulatory credits are sold to the customer. Costs associated Charging Network Operations are composed of a minor amount of personnel-related costs which is presented in selling, general and administrative in the accompanying consolidated statements of operations and comprehensive loss. Charging Network Operations revenue is recorded in other revenue in the accompanying 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 performed over the license period. Network Intelligence revenue is recorded in other revenue in the 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 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 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 Transaction price allocated to the remaining performance obligation represents contracted revenue that has not yet been recognized, which includes deferred revenue and unbilled receivable 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 consolidated balance sheets. The unbilled receivable amount was $0.8 million as of both December 31, 2021 and 2020. The total remaining performance obligations, excluding advertising services contracts that have a duration of one year or less, was $31.4 million as of December 31, 2021. As of December 31, 2021, the Company expects to recognize approximately 55.3% of its 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, and of 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 years ended December 31, 2021 and 2020 that was included in the deferred revenue balance as of December 31, 2020 and 2019 was $2.9 million and $8.1 million, respectively. As of December 31, 2021, deferred revenue related to such customer payments amounted to $8.6 million, of which $8.5 million is expected to be recognized during the succeeding twelve-month period and is therefore presented as current. 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 because the amortization period would have been one year or less as most media campaigns are scheduled to run less than one year. 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 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 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 and $0.1 million included in prepaid expenses and other current assets as of December 31, 2021 and 2020, respectively, and $0.3 million included in other non-current assets for both years as of December 31, 2021 and 2020, respectively. Amortization expense related to assets recognized from costs to obtain a contract with a customer was $0.1 million and $0.4 million for the years ended December 31, 2021 and 2020, respectively. The Company did not recognize any contract cost impairment losses for the years ended December 31, 2021 and 2020. |
Cost of revenues (excluding depreciation and amortization) | Cost of revenues (excluding depreciation and amortization) Costs of services Costs of services consist of costs attributable to the Network Development revenue and Behavior and Commerce revenue. Costs associated with Network Development consist of costs associated with providing installation, operations and maintenance services, including personnel-related costs associated with delivering services, such as salaries and benefits, and costs to install infrastructure for utility companies. Costs associated with Behavior and Commerce revenue consist of costs associated with providing advertising services, including related rental payments on location leases for the advertising displays, charging sites, station electricity, and labor costs directly related to service revenue-generating activities. Costs of products Costs of products consists primarily of hardware cost and shipping cost. Hardware cost primarily relates to AC and DCFC stations which includes the cost of station chassis, the electric vehicle chargers, media screens, sensors, routers, and computers. |
Selling, general and administrative | Selling, general and administrativeSelling, 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. Selling, general and administrative also consist of rebates and incentives received from utility companies for the installation of electric vehicle charging stations and related infrastructure. Additionally, for the years ended December 31, 2021 and 2020 research and development expenses included in selling, general and administrative were $1.2 million and $0.4 million, respectively. |
Advertising expenses | Advertising expenses The Company expenses advertising expenses as they are incurred. For the years ended December 31, 2021 and 2020, advertising expenses were $1.3 million and $0.3 million, respectively, and are included in selling, general and administrative in the accompanying consolidated statements of operations and comprehensive loss. The Company does not capitalize any advertising expenses. |
Other expenses, net | Other expenses, net Other expenses, net, consist primarily of the miscellaneous expenses or income that are not related to core business operations. For the years ended December 31, 2021 and 2020, other expenses, net primarily relate to property taxes. |
Income taxes | Income taxes The Company uses the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax reporting bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts more likely than not expected to be realized. Management regularly assesses the ability to realize deferred tax assets recorded based upon the available evidence, including such factors as recent earnings history and expected future taxable income on a jurisdiction-by-jurisdiction basis. In the event that the Company changes its determination as to the amount of realizable deferred tax assets, the Company will adjust its valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made. The Company accounts for uncertain tax positions in accordance with accounting standards which clarifies the accounting for uncertainty in income taxes in an enterprise’s financial statements by defining the criterion that an individual tax position must meet for any part of the benefit of that position to be recognized in an enterprise’s financial statements. The accounting standard prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken on a tax return as well as guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As of December 31, 2021, the Company recorded $2.0 million as an uncertain tax position related to deferred revenue. The Company’s policy is to include penalties and interest related to income tax matters within the Company’s benefit from (provision for) income taxes. |
Stock-based compensation | 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 the 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. |
Comprehensive loss and accumulated other comprehensive income | Comprehensive loss and accumulated other comprehensive incomeThe components of comprehensive loss consist of net income 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 years ended December 31, 2021 and 2020, the Company had total comprehensive loss of $276.4 million and $70.6 million, respectively, and accumulated other comprehensive income of $0.2 million and $0, respectively. |
COVID-19 impact | COVID-19 impact On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of COVID-19. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The COVID-19 pandemic may continue to have a negative impact on the operations and customers of the Company. The impact on the business and the results of operations included decreased customer demand for advertising space due to the decrease in foot traffic at the site hosts as consumers were subject to stay at home and shelter-in-place orders around the United States, as well as the temporary halting of construction activities of the charging stations. In addition, the ability of the employees and the suppliers' and customers' employees to work may be impacted by individuals contracting or being exposed to COVID-19, which may significantly hamper the operations. Despite the adverse impacts, there are no indications that the COVID-19 pandemic has resulted in a material decline in the carrying value of any assets, or a material change in the estimate of any contingent amounts recorded in the consolidated balance sheet as of December 31, 2021. However, there is uncertainty as to the duration and overall impact of the COVID-19 pandemic. The consolidated financial statements reflect estimates and assumptions made by management as of December 31, 2021 and management continues to monitor the potential impact. Events and changes in circumstances arising after December 31, 2021, including those resulting from the impacts of the COVID-19 pandemic, will be reflected in management’s estimates for future periods. The Company applied for and received a $3.2 million loan under SBA as a part of the PPP Loan. While the Company received full forgiveness for the loan, the full amount of the loan was repaid in the year ended December 31, 2021 (see Note 10 - Debt Facilities). |
Recent accounting pronouncements | Recent accounting pronouncements Recently adopted accounting pronouncements In December 2019, the FASB issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . This standard simplifies the accounting for income taxes by, among other things, eliminating certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 is effective for public business entities for fiscal years beginning after December 15, 2020, with early adoption permitted. Upon adoption, the Company must apply certain aspects of this standard retrospectively for all periods presented while other aspects are applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The Company adopted the new standard on January 1, 2021. The adoption of this new standard did not have a significant effect on the consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment, which eliminates the requirement to calculate the implied fair value of goodwill; rather, an entity will measure its goodwill impairment by the amount the carrying value exceeds the fair value of a reporting unit. The Company adopted this in the first quarter of the Company’s fiscal 2021. The adoption of this ASU did not have a material impact on the condensed consolidated financial statements and related disclosures. Recently issued accounting pronouncements not yet adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326) : Measurement of Credit Losses on Financial Instruments . The ASU was subsequently amended by ASU 2018-19, ASU 2019-05 and ASU 2019-10. 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 2016-13, as subsequently amended for various technical issues, is effective for public, smaller reporting companies 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 for the fiscal year beginning after December 15, 2021. The Company has not yet determined the potential effects of this ASU on its 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 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 consolidated financial statements. In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of property plant and equipment, useful life | Depreciation and amortization expense (excluding intangibles amortization) for the years ended December 31, 2021 and 2020 is $10.6 million and $6.5 million, respectively. 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. Year ended December 31, 2021 2020 (in thousands) Revenues Behavior and Commerce $ 25,961 $ 8,014 Network Development 5,224 10,598 Charging Network Operations 676 706 Network Intelligence 450 133 Total revenues $ 32,311 $ 19,451 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 (in thousands) December 31, 2020 Liabilities PPP loan $ 3,193 $ 3,193 $ — $ 3,193 $ — Senior secured term loan 49,000 50,960 — 50,960 — Preferred Stock warrant liability 698 698 — — 698 Total $ 52,891 $ 54,851 $ — $ 54,153 $ 698 December 31, 2021 Liabilities Senior secured term loan 39,995 41,242 — 41,242 — Private warrants 11,036 11,036 — — 11,036 Public warrants 16,036 16,036 16,036 — Total $ 67,067 $ 68,314 $ 16,036 $ 41,242 $ 11,036 |
Schedule of fair value measurement inputs and valuation techniques | The following table provides quantitative information regarding Level 3 Legacy Volta Preferred Stock warrants fair value measurement inputs at their measurement dates: December 31, Expected dividend yield — % Risk-free interest rate 0.53 % Expected volatility 50.00 % Expected term (in years) 4.50 August 26, December 31, Expected dividend yield — % — % Risk-free interest rate 0.80 % 1.18 % Expected volatility 33.40 % 132.50 % Expected term (in years) 4.8 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, 2019 $ 288 Increase in fair value of warrants 410 December 31, 2020 $ 698 Increase in fair value of Preferred Stock warrants 1,246 Release of liability upon exercise of Preferred Stock warrants (1,944) Addition of Private and Public Warrants 27,079 Release of liability upon exercise of Public Warrants (1) Decrease in fair value of Private and Public warrants (7) December 31, 2021 $ 27,071 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 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment, net, as of December 31, 2021 and 2020, consists of the following: December 31, December 31, (in thousands) Charging stations and digital media screens $ 79,104 $ 43,114 Construction in progress: station hardware 33,434 17,566 Capitalized research and development equipment 2,689 974 Leasehold improvements 856 552 Computer and office equipment 1,459 974 Capitalized software 888 — Development in progress: software 86 — Furniture 229 210 Other fixed assets 3,736 811 Total property and equipment 122,481 64,201 Less accumulated depreciation and amortization (24,753) (14,843) Property and equipment, net $ 97,728 $ 49,358 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities as of December 31, 2021 and 2020 consists of the following: December 31, December 31, (in thousands) Charging station expenses $ 5,393 $ 4,812 Lease incentive liability 2,354 4,038 Employee related expenses 9,239 3,713 Financing transaction costs — 3,459 Deposit liability 850 2,509 Accrued interest 1,294 1,426 Other 1,038 1,576 Total accrued expenses and other liabilities $ 20,168 $ 21,533 |
Debt Facilities (Tables)
Debt Facilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | The Company’s outstanding debt instruments as of December 31, 2021 and 2020 are as follows: December 31, 2021 December 31, 2020 (in thousands) Term loans payable $ 40,833 $ 49,000 PPP small business loan — 3,193 Total outstanding loans payable 40,833 52,193 Less current maturities, net of debt issuance 15,998 9,988 Less unamortized debt issuance costs, non-current portion 838 1,173 Total loans payable, net of unamortized debt issuance costs and current term loan payable $ 23,997 $ 41,032 |
Schedule of maturities of long-term debt | Term loan payments by period as of December 31, 2021 are as follows: Fiscal Year (in thousands) 2022 $ 16,333 2023 16,333 2024 8,167 $ 40,833 As of December 31, 2021 future payments under financing obligations were as follows: Fiscal Year (in thousands) 2022 $ 1,250 2023 1,298 2024 1,132 2025 719 2026 312 Thereafter 58 Total future payments 4,769 Less amount representing interest 822 Total financing obligations $ 3,947 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2019 $ 288 Increase in fair value of warrants 410 December 31, 2020 $ 698 Increase in fair value of Preferred Stock warrants 1,246 Release of liability upon exercise of Preferred Stock warrants (1,944) Addition of Private and Public Warrants 27,079 Release of liability upon exercise of Public Warrants (1) Decrease in fair value of Private and Public warrants (7) December 31, 2021 $ 27,071 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 |
Stockholders_ (Deficit) Equit_2
Stockholders’ (Deficit) Equity and Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 22,548,976 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 81,215,956 |
Schedule of common stock shares outstanding | Company’s common stock outstanding Authorized Shares Issued and Outstanding Shares 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 December 31, 2020 Volta Class A common stock 48,540,000 13,185,808 Volta Class B common stock 104,361,000 11,510,629 Total common stock outstanding 152,901,000 24,696,437 |
Schedule of common stock, capital shares reserved for future issuance | The Company has the following shares of common stock reserved for future issuance, on an as-if converted basis: December 31, 2021 December 31, 2020 Redeemable Convertible Preferred Stock — 76,493,917 Outstanding Public Warrants 8,621,440 — Outstanding Private Warrants 5,933,333 — Preferred Stock Warrants — 190,210 Common stock warrants 9,773,835 10,156,090 Options and RSUs outstanding 41,152,791 6,307,307 Shares available for grant – 2014 Equity Incentive Plan — 14,301,980 Shares available for grant – 2021 Equity Incentive Plan 14,357,382 — Shares available for purchase - 2021 ESPP Plan 3,715,944 — Total shares of common stock reserved 83,554,725 107,449,504 |
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, 2020 12,890,557 $ 0.76 8.6 $ 5,836 Options granted 5,319,061 1.05 Options exercised (259,070) 0.49 Options forfeited (281,669) 0.97 Options expired (110,148) 0.76 December 31, 2020 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 vested and exercisable as of December 31, 2020 1,947,361 $ 0.63 7.0 $ 4,734 Options vested and exercisable as of December 31, 2021 4,830,158 $ 1.30 7.4 $ 29,176 |
Schedule of restricted stock unit activity | A summary of the RSU activity for the year ended December 31, 2021 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 |
Schedule of share-based payment award, stock options, valuation assumptions | A summary of the restricted stock award activity for the year ended December 31, 2021 was as follows: Number of shares Weighted-average grant date fair value January 1, 2021 RSAs granted 6,916,950 $ 5.82 RSAs vested (6,916,950) $ 5.82 RSAs forfeited — $ — December 31, 2021 — $ — The weighted-average assumptions that were used in calculating such values during the years ended December 31, 2021 and 2020 were as follows: Year ended December 31, 2021 2020 Expected dividend yield — % — % Risk-free interest rate 0.7 % 0.8 % Expected volatility 60.4 % 48.1 % Expected term (in years) 5.8 6.0 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: Year ended December 31, 2021 Expected dividend yield — % Risk-free interest rate 1.3 % Expected volatility 95.0 % Expected term (in years) 4.8 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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: Year ended December 31, 2021 2020 Class A Common Shares Class B Common Shares Class A Common Shares Class B Common Shares Numerator: Net loss $ (242,163) $ (34,432) $ (12,199) $ (58,356) Denominator: Basic shares: Weighted-average common shares, basic 59,034,393 8,393,797 1,616,740 7,733,885 Diluted shares: Weighted-average common shares, diluted 59,034,393 8,393,797 1,616,740 7,733,885 Net loss per share attributable to common stockholders: Basic $ (4.10) $ (4.10) $ (7.55) $ (7.55) Diluted $ (4.10) $ (4.10) $ (7.55) $ (7.55) |
Schedule of antidilutive securities excluded from computation of earnings per share | The following weighted average shares of the potentially dilutive outstanding securities for the year ended December 31, 2021 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. Year ended December 31, 2021 2020 Anti-dilutive securities Outstanding stock options - stock plan 30,602,803 6,094,945 Non plan option grants — 212,363 Convertible Preferred Stock — 76,493,917 Warrants for common stock 24,328,608 9,974,065 Warrants for Preferred Stock — 190,210 Options and RSAs exercised under notes receivables 669,522 13,746,080 Unvested RSUs 29,688,046 — Total anti-dilutive securities 85,288,979 106,711,580 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Lessee Disclosure [Abstract] | |
Schedule of supplemental balance sheets information | Supplemental information related to leases within the consolidated balance sheets is as follows: December 31, December 31, Other operating leases information Weighted-average remaining lease term (years) 8.0 7.9 Weighted-average discount rate 11.7 % 13.8 % |
Schedule of lease cost | The following lease costs were recognized in other operating (income) expenses within the accompanying consolidated statements of operations and comprehensive loss: Year ended December 31, 2021 2020 (in thousands) Operating lease costs Fixed lease cost $ 11,944 $ 7,389 Variable lease cost 252 (79) Total operating lease costs $ 12,196 $ 7,310 |
Schedule of supplemental cash flows information | Supplemental cash flow information related to leases is as follows: Year ended December 31, 2021 2020 (in thousands) Cash paid for amounts included in the measurement of lease liabilities Operating cash outflows from operating leases $ 10,495 $ 6,838 ROU assets obtained in exchange for lease obligations ROU assets obtained in exchange for operating lease liabilities $ 27,517 $ 18,369 |
Schedule of maturity of operating lease liability | Maturities of lease liabilities as of December 31, 2021 are as follows: Leases Fiscal Year (in thousands) 2022 $ 13,474 2023 14,653 2024 14,167 2025 13,074 2026 12,164 Thereafter 39,361 Total undiscounted lease payments 106,893 Less imputed interest (36,519) Total lease liabilities $ 70,374 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss Before Income Taxes | Loss before income taxes for the years ended December 31, 2021 and 2020 are as follows: Year Ended December 31, 2021 2020 (in thousands) United States $ (274,572) $ (70,546) Foreign (1,747) $ — Loss before income taxes $ (276,319) $ (70,546) |
Schedule of Components of Income Tax Expense (Benefit) | The provision for income taxes for the years ended December 31, 2021 and 2020 was immaterial, and the individual components (current and deferred, federal and state) were all individually immaterial as well. Year Ended December 31, 2021 2020 (in thousands) Current: Federal $ — $ — State 24 9 International 15 — Deferred: Federal — — State — — Total income tax provision $ 39 $ 9 |
Schedule of Effective Income Tax Rate Reconciliation | The difference between the tax provision at the statutory federal income tax rate and the provision for (benefit from) income tax as a percentage of loss before income taxes (effective tax rate) for the years ended December 31, 2021 and 2020 was as follows: Year Ended December 31, 2021 2020 (in thousands) Benefit from income taxes at U.S. federal statutory rate $ (58,027) $ (15,415) State statutory rate (12,014) (2,916) Foreign tax rate at statutory rate 15 — Foreign tax rate differential (207) — Change in valuation allowance 65,996 19,235 Stock-based compensation 1,987 442 Permanent differences 2,010 38 Alternative fuel vehicle credit (2,706) (1,384) Other 2,985 9 Total provision for (benefit from) income taxes $ 39 $ 9 |
Schedule of Deferred Tax Assets and Liabilities | The components of net deferred tax assets as of December 31, 2021 and 2020 consisted of the following: Year Ended December 31, 2021 2020 (in thousands) Deferred tax assets: Net operating loss carryovers $ 67,756 $ 35,596 Accruals, deferrals, and reserves 5,775 2,418 Operating lease liabilities 18,446 13,599 Stock compensation 32,601 196 Credits 11,502 8,796 Gross deferred tax assets 136,080 60,605 Valuation allowance (111,613) (45,617) Gross deferred tax assets after valuation allowance $ 24,467 $ 14,988 Deferred tax liabilities Fixed Assets and intangibles $ (5,068) $ (2,930) Operating lease right-of-use assets (19,399) (12,058) Gross deferred tax liabilities $ (24,467) $ (14,988) Net deferred tax assets $ — $ — |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional information (Details) | Apr. 21, 2021USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)numberOfSegments | Dec. 31, 2020USD ($)numberOfSegments |
Accounting Policies [Line Items] | ||||
Number of operating segments | numberOfSegments | 1 | 1 | ||
Restricted cash | $ 100,000 | $ 0 | ||
Unbilled receivables | 800,000 | 800,000 | ||
Bad debt expense | 0 | 53,000 | ||
Inventory losses | 600,000 | 0 | ||
Impairment of goodwill | 0 | |||
Consideration payables to customers | (600,000) | (400,000) | ||
Research and development expense | 1,200,000 | 400,000 | ||
Advertising expense | 1,300,000 | 300,000 | ||
Unrecognized tax position | 2,000,000 | |||
Contract with customer, liability | 8,600,000 | |||
Remaining performance obligation, amount | 31,400,000 | |||
Revenue recognized | 2,900,000 | 8,100,000 | ||
Deferred revenue | 8,450,000 | 7,625,000 | ||
Amortization expense | 100,000 | 400,000 | ||
Impairment loss | $ 0 | 0 | ||
Percent of remaining performance obligations to be recognized as revenues next twelve months | 55.30% | |||
Accumulated other comprehensive income | $ 213,000 | 0 | ||
Total comprehensive loss | (276,382,000) | (70,555,000) | ||
2Predict, Inc. | ||||
Accounting Policies [Line Items] | ||||
Definite-lived intangible asset, useful life | 1 year 6 months | |||
Finite-lived intangibles, amortization | $ 600,000 | 600,000 | 0 | |
PPP Small Business Loan | ||||
Accounting Policies [Line Items] | ||||
Proceeds from issuance of unsecured debt | 3,200,000 | |||
Prepaid Expenses and Other Current Assets | ||||
Accounting Policies [Line Items] | ||||
Contract with customer, asset, purchase | $ 100,000 | 44,600 | ||
Other Noncurrent Assets | ||||
Accounting Policies [Line Items] | ||||
Contract with customer, asset, purchase | 300,000 | 300,000 | ||
Unbilled Revenues | ||||
Accounting Policies [Line Items] | ||||
Contract with customer, liability | 800,000 | 800,000 | ||
Construction in Progress | ||||
Accounting Policies [Line Items] | ||||
Other operating expense | $ 1,900,000 | $ 16,100 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Concentration of risk (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Customer Concentration Risk | Accounts Receivable | Customer One | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 30.50% | 59.50% |
Customer Concentration Risk | Accounts Receivable | Customer Two | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 18.70% | |
Customer Concentration Risk | Accounts Receivable | Customer Three | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 22.00% | |
Customer Concentration Risk | Revenue from Contract with Customer | Customer One | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 27.40% | 63.00% |
Customer Concentration Risk | Revenue from Contract with Customer | Customer Two | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 12.10% | 16.10% |
Supplier Concentration Risk | Accounts Payable | Customer One | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 21.70% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Debt issuance costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Amortization of debt issuance costs | $ 337 | $ 306 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Debt issuance costs | 0 | 600 |
Amortization of debt issuance costs | $ 300 | $ 300 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Equity issuance costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||
Payments of stock issuance cost in warrants | $ 1,948 | |
Series D | ||
Class of Stock [Line Items] | ||
Proceeds from sale of equity | 28,700 | $ 99,300 |
Stock issuance costs | $ 1,300 | 4,500 |
Series D and D-1 Preferred Stock | ||
Class of Stock [Line Items] | ||
Payments of stock issuance costs | 3,800 | |
Class B Common Stock Warrants | Legacy Volta | ||
Class of Stock [Line Items] | ||
Payments of stock issuance cost in warrants | $ 700 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Property and equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Depreciation and amortization expense (excluding intangibles amortization) | $ 10,600,000 | $ 6,500,000 |
Leasehold improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 2 years | |
Leasehold improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 5 years | |
Charging stations and digital media screens | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 5 years | |
Charging stations and digital media screens | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 10 years | |
Capitalized research and development equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 2 years | |
Capitalized research and development equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 5 years | |
Computers and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 3 years | |
Computers and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 5 years | |
Furniture | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 5 years | |
Leasehold improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 2 years | |
Leasehold improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 5 years | |
Capitalized software | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 3 years | |
Construction in Progress | ||
Property, Plant and Equipment [Line Items] | ||
Other operating expense | $ 1,900,000 | $ 16,100 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Disaggregation of revenue (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 32,311,000 | $ 19,451,000 |
Behavior and Commerce | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 25,961,000 | 8,014,000 |
Network Development | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 5,224,000 | 10,598,000 |
Charging Network Operations | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 676,000 | 706,000 |
Network Intelligence | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 450,000 | $ 133,000 |
Liquidity (Details)
Liquidity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss | $ (276,595) | $ (70,555) |
Net cash used in operating activities | (93,266) | (57,280) |
Accumulated deficit | (428,731) | (152,136) |
Cash and cash equivalents | $ 262,260 | $ 58,806 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | Apr. 21, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 221 | $ 0 | |
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 | ||
Finite-lived intangibles, amortization | 600 | $ 600 | $ 0 |
Goodwill | $ 200 | ||
Definite-lived intangible asset, useful life | 1 year 6 months |
Correction of Immaterial Erro_2
Correction of Immaterial Errors (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | 36 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Property and equipment, net | $ 97,728 | $ 49,358 | $ 97,728 | ||
Net cash used in operating activities | (93,266) | (57,280) | |||
Net cash used in investing activities | (57,306) | (16,648) | |||
Net cash provided by financing activities | 353,813 | 121,976 | |||
Cash paid for interest | 6,534 | 4,275 | |||
Purchases of property and equipment not yet settled | $ 3,657 | 4,813 | |||
Error Correction, Adjustment | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Cost of products | $ (100) | (1,800) | $ (1,100) | ||
Property and equipment, net | $ 100 | 1,800 | $ 1,100 | ||
Increase in property and equipment | $ 3,000 | ||||
Net cash used in operating activities | (2,700) | ||||
Net cash used in investing activities | (3,000) | ||||
Net cash provided by financing activities | (300) | ||||
Cash paid for interest | (1,000) | ||||
Purchases of property and equipment not yet settled | $ 4,800 |
Reverse Recapitalization (Detai
Reverse Recapitalization (Details) $ / shares in Units, $ in Thousands | Feb. 07, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020$ / shares |
Schedule Of Reverse Recapitalization [Line Items] | |||
Consideration received | $ 350,100 | ||
Partners' capital account, units, sold in private placement (in shares) | shares | 30,000,000 | ||
Payments for repurchase of common stock | $ 242,200 | ||
Transaction costs related to reverse recapitalization | $ 9,048 | ||
Refund of transaction costs | $ 4,100 | ||
Class A Common Stock | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Recapitalization exchange ratio | 1.2135 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.001 | |
Class B Common Stock | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.001 |
Fair Value Measurements - Deriv
Fair Value Measurements - Derivative Instruments at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Derivative Liability | $ 27,071 | $ 698 | $ 288 |
Carrying Amount | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Derivative Liability | 67,067 | 52,891 | |
Total | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Derivative Liability | 68,314 | 54,851 | |
Public Warrants | Carrying Amount | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Derivative Liability | 11,036 | ||
Public Warrants | Total | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Derivative Liability | 11,036 | ||
Private Warrants | Carrying Amount | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Derivative Liability | 16,036 | ||
Private Warrants | Total | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Derivative Liability | 16,036 | ||
PPP loan | Carrying Amount | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Derivative Liability | 3,193 | ||
PPP loan | Total | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Derivative Liability | 3,193 | ||
Senior secured term loan | Carrying Amount | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Derivative Liability | 39,995 | 49,000 | |
Senior secured term loan | Total | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Derivative Liability | 41,242 | 50,960 | |
Preferred Stock warrant liability | Carrying Amount | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Derivative Liability | 698 | ||
Preferred Stock warrant liability | Total | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Derivative Liability | 698 | ||
Level 1 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Derivative Liability | 16,036 | 0 | |
Level 1 | Public Warrants | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Derivative Liability | 0 | ||
Level 1 | Private Warrants | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Derivative Liability | 16,036 | ||
Level 1 | PPP loan | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Derivative Liability | 0 | ||
Level 1 | Senior secured term loan | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Derivative Liability | 0 | 0 | |
Level 1 | Preferred Stock warrant liability | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Derivative Liability | 0 | ||
Level 2 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Derivative Liability | 41,242 | 54,153 | |
Level 2 | Public Warrants | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Derivative Liability | 0 | ||
Level 2 | Private Warrants | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Derivative Liability | 0 | ||
Level 2 | PPP loan | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Derivative Liability | 3,193 | ||
Level 2 | Senior secured term loan | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Derivative Liability | 41,242 | 50,960 | |
Level 2 | Preferred Stock warrant liability | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Derivative Liability | 0 | ||
Level 3 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Derivative Liability | 11,036 | 698 | |
Level 3 | Public Warrants | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Derivative Liability | 11,036 | ||
Level 3 | Private Warrants | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Derivative Liability | |||
Level 3 | PPP loan | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Derivative Liability | 0 | ||
Level 3 | Senior secured term loan | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Derivative Liability | $ 0 | 0 | |
Level 3 | Preferred Stock warrant liability | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Derivative Liability | $ 698 |
Fair Value Measurements - Quant
Fair Value Measurements - Quantitative Information (Details) | Aug. 26, 2021 | Feb. 07, 2021 | Dec. 31, 2020 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Expected term (in years) | 5 years | ||
Preferred Stock Warrants | Level 3 | Expected dividend yield | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0 | ||
Preferred Stock Warrants | Level 3 | Risk-free interest rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.0053 | ||
Preferred Stock Warrants | Level 3 | Expected volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.5000 | ||
Preferred Stock Warrants | Level 3 | Expected term (in years) | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Expected term (in years) | 4 years 6 months | ||
Private Warrants | Level 3 | Expected dividend yield | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0 | 0 | |
Private Warrants | Level 3 | Risk-free interest rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.0080 | 0.0118 | |
Private Warrants | Level 3 | Expected volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.3340 | 1.3250 | |
Private Warrants | Level 3 | Expected term (in years) | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Expected term (in years) | 4 years 9 months 18 days | 4 years 6 months |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | Dec. 31, 2021$ / shares |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Trading price (in dollars per share) | $ 1.86 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Fair Value (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Changes In Fair Value Of Warrant Liabilities [Roll Forward] | ||
Beginning balance | $ 698 | $ 288 |
Increase in fair value of warrants | 1,246 | 410 |
Release of liability upon exercise of Preferred Stock warrants | (1,944) | |
Addition of Private and Public Warrants | 27,079 | |
Release of liability upon exercise of Public Warrants | (1) | |
Decrease in fair value of Private and Public warrants | (7) | |
Ending balance | $ 27,071 | $ 698 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property and Equipment | ||
Total property and equipment | $ 122,481 | $ 64,201 |
Less accumulated depreciation and amortization | (24,753) | (14,843) |
Property and equipment, net | 97,728 | 49,358 |
Depreciation and amortization | 11,153 | 6,469 |
Charging stations and digital media screens | ||
Property and Equipment | ||
Total property and equipment | 79,104 | 43,114 |
Construction in Progress | ||
Property and Equipment | ||
Total property and equipment | 33,434 | 17,566 |
Capitalized research and development equipment | ||
Property and Equipment | ||
Total property and equipment | 2,689 | 974 |
Leasehold improvements | ||
Property and Equipment | ||
Total property and equipment | 856 | 552 |
Computer and office equipment | ||
Property and Equipment | ||
Total property and equipment | 1,459 | 974 |
Capitalized software | ||
Property and Equipment | ||
Total property and equipment | 888 | 0 |
Capitalized software | ||
Property and Equipment | ||
Total property and equipment | 86 | 0 |
Furniture | ||
Property and Equipment | ||
Total property and equipment | 229 | 210 |
Other fixed assets | ||
Property and Equipment | ||
Total property and equipment | $ 3,736 | $ 811 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Charging station expenses | $ 5,393 | $ 4,812 |
Lease incentive liability | 2,354 | 4,038 |
Employee related expenses | 9,239 | 3,713 |
Financing transaction costs | 0 | 3,459 |
Deposit liability | 850 | 2,509 |
Accrued interest | 1,294 | 1,426 |
Other | 1,038 | 1,576 |
Total accrued expenses and other liabilities | $ 20,168 | $ 21,533 |
Debt Facilities - Schedule of D
Debt Facilities - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Outstanding loans payable | $ 40,833 | $ 52,193 |
Less current maturities, net of debt issuance | 15,998 | 9,988 |
Less unamortized debt issuance costs, non-current portion | 838 | 1,173 |
Total loans payable, net of unamortized debt issuance costs and current term loan payable | 23,997 | 41,032 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Outstanding loans payable | 40,833 | 49,000 |
PPP Small Business Loan | ||
Debt Instrument [Line Items] | ||
Outstanding loans payable | $ 0 | $ 3,193 |
Debt Facilities - Additional In
Debt Facilities - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Nov. 25, 2020 | Jun. 19, 2019 | |
Debt Instrument [Line Items] | ||||
Outstanding loans payable | $ 40,833,000 | $ 52,193,000 | ||
Financing obligation, current portions | (8,450,000) | (7,625,000) | ||
Non-current Liabilities | ||||
Debt Instrument [Line Items] | ||||
Financing obligation, non-current portions | (900,000) | (700,000) | ||
Accrued Expenses and Other Current Liabilities | ||||
Debt Instrument [Line Items] | ||||
Financing obligation, current portions | $ (3,100,000) | (3,800,000) | ||
Minimum | ||||
Debt Instrument [Line Items] | ||||
Incremental borrowing rate | 6.00% | |||
Maximum | ||||
Debt Instrument [Line Items] | ||||
Incremental borrowing rate | 16.70% | |||
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 | $ 49,000,000 | $ 44,000,000 | ||
Interest rate | 12.00% | |||
Outstanding loans payable | $ 40,833,000 | 49,000,000 | ||
Debt discount | 800,000 | 1,200,000 | ||
Repayments of debt | 8,200,000 | 0 | ||
Term Loan | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Outstanding loans payable | 40,800,000 | |||
Accrued interest | 1,300,000 | 1,400,000 | ||
Interest rate, possible increase | 3.00% | |||
PPP Small Business Loan | ||||
Debt Instrument [Line Items] | ||||
Outstanding loans payable | $ 0 | 3,193,000 | ||
Proceeds from issuance of unsecured debt | $ 3,200,000 |
Debt Facilities - PPP Loan Paym
Debt Facilities - PPP Loan Payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 16,333 |
2023 | 16,333 |
2024 | 8,167 |
Long-term debt | $ 40,833 |
Debt Facilities - Future Maturi
Debt Facilities - Future Maturities (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 1,250 |
2023 | 1,298 |
2024 | 1,132 |
2025 | 719 |
2026 | 312 |
Thereafter | 58 |
Total future payments | 4,769 |
Less amount representing interest | 822 |
Total financing obligations | $ 3,947 |
Warrants - Additional Informati
Warrants - Additional Information (Details) $ / shares in Units, $ in Thousands | Aug. 25, 2021shares | Feb. 07, 2021$ / shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2015$ / sharesshares |
Class of Warrant or Right [Line Items] | |||||
Warrants outstanding (in shares) | 14,554,773 | 0 | |||
Proceeds from exercise of common stock warrants - related party | $ | $ 2 | $ 0 | |||
Warrants exercised (in shares) | (275) | ||||
Expiration period | 5 years | ||||
Change in fair value of warrant liability | $ | $ 1,239 | $ 411 | |||
Notice period to redeem warrants | 30 days | ||||
Option One | |||||
Class of Warrant or Right [Line Items] | |||||
Trading price (in dollars per share) | $ / shares | $ 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) | $ / shares | $ 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) | $ / shares | $ 10 | ||||
Preferred Stock Warrants | Legacy Volta | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants converted (in shares) | 208,993 | ||||
Class B Common Stock Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants exercised (in shares) | (371,000) | ||||
Class B Common Stock Warrants | Legacy Volta | |||||
Class of Warrant or Right [Line Items] | |||||
Trading price (in dollars per share) | $ / shares | $ 0.01 | ||||
Warrants exercised (in shares) | (182,025) | ||||
Class A Common Stock warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Trading price (in dollars per share) | $ / shares | $ 11.50 | ||||
Warrants converted (in shares) | 188,638 | ||||
Warrants outstanding (in shares) | 9,773,835 | ||||
Public Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Trading price (in dollars per share) | $ / shares | $ 1.86 | ||||
Warrants outstanding (in shares) | 8,621,440 | 0 | |||
Warrants exercised (in shares) | (275) | ||||
Private Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants outstanding (in shares) | 5,933,333 | 0 | |||
Warrants exercised (in shares) | 0 | ||||
Period of certain limited exceptions | 30 days | ||||
Preferred Class B | |||||
Class of Warrant or Right [Line Items] | |||||
Trading price (in dollars per share) | $ / shares | $ 1.0475 | ||||
Warrants issued (in shares) | 209,029 | ||||
Class A Common Stock | |||||
Class of Warrant or Right [Line Items] | |||||
Recapitalization exchange ratio | 1.2135 | ||||
Class A Common Stock | Legacy Volta | |||||
Class of Warrant or Right [Line Items] | |||||
Exercised outstanding shares (in shares) | 253,613 | ||||
Class B Common Stock | Legacy Volta | |||||
Class of Warrant or Right [Line Items] | |||||
Trading price (in dollars per share) | $ / shares | $ 1.31 | ||||
Warrants issued (in shares) | 381,679 | ||||
Valued price of warrants (in dollars per share) | $ / shares | $ 0.76 | ||||
Proceeds from exercise of common stock warrants - related party | $ | $ 300 |
Warrants - Schedule of Activiti
Warrants - Schedule of Activities (Details) | 12 Months Ended |
Dec. 31, 2021shares | |
Class of Warrant or Right, Outstanding [Roll Forward] | |
Beginning balance (in shares) | 0 |
Common stock warrants added upon reverse merger (in shares) | 14,555,048 |
Warrants exercised (in shares) | (275) |
Ending balance (in shares) | 14,554,773 |
Private Warrants | |
Class of Warrant or Right, Outstanding [Roll Forward] | |
Beginning balance (in shares) | 0 |
Common stock warrants added upon reverse merger (in shares) | 5,933,333 |
Warrants exercised (in shares) | 0 |
Ending balance (in shares) | 5,933,333 |
Public Warrants | |
Class of Warrant or Right, Outstanding [Roll Forward] | |
Beginning balance (in shares) | 0 |
Common stock warrants added upon reverse merger (in shares) | 8,621,715 |
Warrants exercised (in shares) | (275) |
Ending balance (in shares) | 8,621,440 |
Stockholders_ (Deficit) Equit_3
Stockholders’ (Deficit) Equity and Stock-Based Compensation - Additional Information (Details) $ / shares in Units, $ in Millions | Feb. 07, 2021USD ($)subsidiary$ / shares | Mar. 31, 2021shares | Dec. 31, 2021debt_instrumentsubsidiary$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Class of Stock [Line Items] | ||||
Proceeds from sale of stock | $ | $ 300 | |||
Issuance of common stock upon exercise of options (in shares) | 12,796,353 | 259,070 | ||
Partial Recourse Promissory Notes | ||||
Class of Stock [Line Items] | ||||
Percent of original principal of notes collateralized | 50.00% | |||
Employees And Former Employees | Two Remaining Promissory Notes | ||||
Class of Stock [Line Items] | ||||
Interest rate | 2.26% | |||
Number of instruments | debt_instrument | 2 | |||
Common Stock | ||||
Class of Stock [Line Items] | ||||
Issuance of common stock upon exercise of options (in shares) | 11,251,423 | 1,545,000 | 259,000 | |
Conversion ratio | 1 | |||
Preferred Stock | Volta Charter | ||||
Class of Stock [Line Items] | ||||
Stock issued (in shares) | 0 | |||
Number of shares authorized (in shares) | 10,000,000 | |||
Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock, votes per share | subsidiary | 1 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.001 | ||
Recapitalization exchange ratio | 1.2135 | |||
Class A Common Stock | Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock, votes per share | subsidiary | 1 | |||
Class B Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.001 | |
Issuance of common stock upon exercise of options (in shares) | 11,147,195 | 365,605 | ||
Class B Common Stock | Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock, votes per share | subsidiary | 10 | |||
Series A Redeemable Convertible Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Recapitalization exchange ratio | 1.2135 |
Stockholders_ (Deficit) Equit_4
Stockholders’ (Deficit) Equity and Stock-Based Compensation - Convertible Preferred Stock (Details) | 12 Months Ended |
Dec. 31, 2021shares | |
Series A Redeemable Convertible Preferred Stock | |
Class of Stock [Line Items] | |
Recapitalization exchange ratio | 1.2135 |
Series B redeemable convertible Preferred Stock | |
Class of Stock [Line Items] | |
Recapitalization exchange ratio | 1.2135 |
Series C redeemable convertible Preferred Stock | |
Class of Stock [Line Items] | |
Recapitalization exchange ratio | 1.2135 |
Series C-1 redeemable convertible Preferred Stock | |
Class of Stock [Line Items] | |
Recapitalization exchange ratio | 1.2135 |
Series C-2 redeemable convertible Preferred Stock | |
Class of Stock [Line Items] | |
Recapitalization exchange ratio | 1.2135 |
Series D redeemable convertible Preferred Stock | |
Class of Stock [Line Items] | |
Recapitalization exchange ratio | 1.2135 |
Series D-1 redeemable convertible Preferred Stock | |
Class of Stock [Line Items] | |
Recapitalization exchange 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) | 81,215,956 |
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) | 22,548,976 |
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) Equit_5
Stockholders’ (Deficit) Equity and Stock-Based Compensation - Common sock activity (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||
Common stock, shares authorized (in shares) | 400,000,000 | 152,901,000 |
Common stock, shares issued (in shares) | 162,105,399 | 24,696,437 |
Common stock, shares outstanding (in shares) | 162,105,399 | 24,696,437 |
Class A Common Stock | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized (in shares) | 350,000,000 | 48,540,000 |
Common stock, shares issued (in shares) | 152,218,214 | 13,185,808 |
Common stock, shares outstanding (in shares) | 152,218,214 | 13,185,808 |
Class B Common Stock | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized (in shares) | 50,000,000 | 104,361,000 |
Common stock, shares issued (in shares) | 9,887,185 | 11,510,629 |
Common stock, shares outstanding (in shares) | 9,887,185 | 11,510,629 |
Stockholders_ (Deficit) Equit_6
Stockholders’ (Deficit) Equity and Stock-Based Compensation - Shares reserved for issuance (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||
Shares reserved for issuance (in shares) | 83,554,725 | 107,449,504 |
Shares available for grant – 2014 Equity Incentive Plan | ||
Class of Stock [Line Items] | ||
Shares reserved for issuance (in shares) | 0 | 14,301,980 |
Shares available for grant – 2021 Equity Incentive Plan | ||
Class of Stock [Line Items] | ||
Shares reserved for issuance (in shares) | 14,357,382 | 0 |
Shares available for purchase - 2021 ESPP Plan | ||
Class of Stock [Line Items] | ||
Shares reserved for issuance (in shares) | 3,715,944 | 0 |
Redeemable Convertible Preferred Stock | ||
Class of Stock [Line Items] | ||
Shares reserved for issuance (in shares) | 0 | 76,493,917 |
Outstanding Public Warrants | ||
Class of Stock [Line Items] | ||
Shares reserved for issuance (in shares) | 8,621,440 | 0 |
Outstanding Private Warrants | ||
Class of Stock [Line Items] | ||
Shares reserved for issuance (in shares) | 5,933,333 | 0 |
Preferred Stock Warrants | ||
Class of Stock [Line Items] | ||
Shares reserved for issuance (in shares) | 0 | 190,210 |
Common stock warrants | ||
Class of Stock [Line Items] | ||
Shares reserved for issuance (in shares) | 9,773,835 | 10,156,090 |
Options and RSUs outstanding | ||
Class of Stock [Line Items] | ||
Shares reserved for issuance (in shares) | 41,152,791 | 6,307,307 |
Stockholders_ (Deficit) Equit_7
Stockholders’ (Deficit) Equity and Stock-Based Compensation - Employee stock purchase plan (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||
Shares reserved for issuance (in shares) | 83,554,725 | 107,449,504 |
2021 Employee Stock Purchase Plan | ||
Class of Stock [Line Items] | ||
Shares reserved for issuance (in shares) | 3,715,944 | 0 |
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% | |
Shares reserved for issuance (in shares) | 3,715,944 |
Stockholders_ (Deficit) Equit_8
Stockholders’ (Deficit) Equity and Stock-Based Compensation - Stock option activity, narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Employees | ||
Class of Stock [Line Items] | ||
Weighted-average grant-date fair value of options granted (in dollars per share) | $ 3.56 | $ 0.45 |
Weighted-average grant-date fair value of options forfeited (in dollars per share) | 2.20 | 0.38 |
Weighted-average grant-date fair value of options vested (in dollars per share) | $ 1.20 | $ 0.30 |
Total fair value of options vested | $ 7.1 | $ 0.9 |
Aggregate intrinsic value of options exercised | $ 103.4 | $ 0.5 |
Common Stock | 2021 Equity Incentive Plan | ||
Class of Stock [Line Items] | ||
Percent of possible increase in shares available for issuance | 5.00% | |
Preferred Stock | Volta Charter | ||
Class of Stock [Line Items] | ||
Number of shares authorized (in shares) | 10,000,000 |
Stockholders_ (Deficit) Equit_9
Stockholders’ (Deficit) Equity and Stock-Based Compensation - Option reward activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of options outstanding | |||
Beginning balance (in shares) | 17,558,731 | 12,890,557 | |
Options granted (in shares) | 7,248,934 | 5,319,061 | |
Options exercised (in shares) | (12,796,353) | (259,070) | |
Options forfeited (in shares) | (544,526) | (281,669) | |
Options expired (in shares) | (2,022) | (110,148) | |
Ending balance (in shares) | 11,464,764 | 17,558,731 | 12,890,557 |
Weighted-average exercise price per share | |||
Beginning balance (in dollars per share) | $ 0.93 | $ 0.76 | |
Options granted (in dollars per share) | 3.93 | 1.05 | |
Options exercised (in dollars per share) | 0.79 | 0.49 | |
Options forfeited (in dollars per share) | 2.53 | 0.97 | |
Options expired (in dollars per share) | 0.73 | 0.76 | |
Ending balance (in dollars per share) | $ 2.66 | $ 0.93 | $ 0.76 |
Weighted-average remaining contractual life (years) | 8 years 3 months 18 days | 8 years 2 months 12 days | 8 years 7 months 6 days |
Aggregate intrinsic value | $ 53,695 | $ 30,881 | $ 5,836 |
Options vested, Number of options outstanding (in shares) | 4,830,158 | 1,947,361 | |
Options exercisable, Number of options outstanding (in shares) | 4,830,158 | 1,947,361 | |
Options vested, Weighted-average exercise price per share (in dollars per share) | $ 1.30 | $ 0.63 | |
Options exercisable, Weighted-average exercise price per share (in dollars per share) | $ 1.30 | $ 0.63 | |
Options vested, Weighted-average remaining contractual life (years) | 7 years 4 months 24 days | 7 years | |
Options exercisable, Weighted-average remaining contractual life (years) | 7 years 4 months 24 days | 7 years | |
Options vested, Aggregate intrinsic value | $ 29,176 | $ 4,734 | |
Options exercisable, Aggregate intrinsic value | $ 29,176 | $ 4,734 |
Stockholders_ (Deficit) Equi_10
Stockholders’ (Deficit) Equity and Stock-Based Compensation - Restricted stock units, narrative (Details) - $ / shares | 1 Months Ended | 12 Months Ended |
Aug. 31, 2021 | Dec. 31, 2021 | |
Executive Officers | ||
Class of Stock [Line Items] | ||
Liquidity Transaction, Percent of Aggregate Proceeds Received | 2.00% | |
Restricted Stock Units | ||
Class of Stock [Line Items] | ||
Grants in period (in shares) | 29,763,009 | |
Vesting period | 3 years | |
RSUs granted (in dollars per share) | $ 10.70 | |
Restricted Stock Units | Executive Officers | ||
Class of Stock [Line Items] | ||
Grants in period (in shares) | 10,500,000 | |
Market-based RSUs | Plan | ||
Class of Stock [Line Items] | ||
Grants in period (in shares) | 111,168 | |
Service-based RSUs | Plan | ||
Class of Stock [Line Items] | ||
Grants in period (in shares) | 1,349,591 |
Stockholders_ (Deficit) Equi_11
Stockholders’ (Deficit) Equity and Stock-Based Compensation - Restricted stock units activity (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Restricted Stock Units | |
Number of shares | |
Beginning balance (in shares) | shares | 0 |
Grants in period (in shares) | shares | 29,763,009 |
RSUs vested (in shares) | shares | 0 |
RSUs forfeited (in shares) | shares | (75,000) |
Ending balance (in shares) | shares | 29,688,009 |
Weighted-average grant date fair value | |
Beginning balance (in dollars per share) | $ / shares | $ 0 |
RSUs granted (in dollars per share) | $ / shares | 10.70 |
RSUs vested (in dollars per share) | $ / shares | 0 |
RSUs forfeited (in dollars per share) | $ / shares | 12.10 |
Ending balance (in dollars per share) | $ / shares | $ 10.70 |
Restricted Stock | |
Number of shares | |
Grants in period (in shares) | shares | 6,916,950 |
RSUs vested (in shares) | shares | (6,916,950) |
RSUs forfeited (in shares) | shares | 0 |
Ending balance (in shares) | shares | 0 |
Weighted-average grant date fair value | |
RSUs granted (in dollars per share) | $ / shares | $ 5.82 |
RSUs vested (in dollars per share) | $ / shares | 5.82 |
RSUs forfeited (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | $ 0 |
Stockholders_ (Deficit) Equi_12
Stockholders’ (Deficit) Equity and Stock-Based Compensation - Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||
Expected dividend yield | 0.00% | 0.00% |
Risk-free interest rate | 0.70% | 0.80% |
Expected volatility | 60.40% | 48.10% |
Expected term (in years) | 5 years 9 months 18 days | 6 years |
Market-based RSUs | ||
Class of Stock [Line Items] | ||
Expected dividend yield | 0.00% | |
Risk-free interest rate | 1.30% | |
Expected volatility | 95.00% | |
Expected term (in years) | 4 years 9 months 18 days |
Stockholders_ (Deficit) Equi_13
Stockholders’ (Deficit) Equity and Stock-Based Compensation - Stock-based compensation and expense, narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||
Total unrecognized compensation cost | $ 17.4 | $ 196.5 |
Compensation expense | $ 174 | $ 5.3 |
Minimum | ||
Class of Stock [Line Items] | ||
Weighted-average period of total unrecognized compensation cost, in years | 1 year 3 months 18 days | |
Maximum | ||
Class of Stock [Line Items] | ||
Weighted-average period of total unrecognized compensation cost, in years | 1 year 7 months 24 days | |
Market-based RSUs | ||
Class of Stock [Line Items] | ||
Compensation expense | $ 21.6 |
Stockholders_ (Deficit) Equi_14
Stockholders’ (Deficit) Equity and Stock-Based Compensation - Significant modifications (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2021 | Jul. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||||
Compensation expense | $ 174 | $ 5.3 | ||
Option | ||||
Class of Stock [Line Items] | ||||
Number of shares authorized (in shares) | 458,314 | |||
Accelerated vesting (in shares) | 110,418 | 140,000 | ||
Period in force | 10 years | 10 years | ||
Compensation expense | $ 0.5 | $ 2.4 |
Stockholders_ (Deficit) Equi_15
Stockholders’ (Deficit) Equity and Stock-Based Compensation - Partial recourse promissory notes (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021shares | Dec. 31, 2021USD ($)debt_instrumentshares | Dec. 31, 2020USD ($)$ / sharesshares | |
Class of Stock [Line Items] | |||
Issuance of common stock upon exercise of options (in shares) | 12,796,353 | 259,070 | |
Two Remaining Promissory Notes | Employees And Former Employees | |||
Class of Stock [Line Items] | |||
Number of instruments | debt_instrument | 2 | ||
Interest rate | 2.26% | ||
Partial Recourse Promissory Notes | |||
Class of Stock [Line Items] | |||
Due from employees | $ | $ 0.2 | $ 10.4 | |
Percent of original principal of notes collateralized | 50.00% | ||
Class A Common Stock | Restricted Stock | |||
Class of Stock [Line Items] | |||
Stock issued (in shares) | 1,036,124 | 186,124 | |
Class B Common Stock | |||
Class of Stock [Line Items] | |||
Issuance of common stock upon exercise of options (in shares) | 11,147,195 | 365,605 | |
Class B Common Stock | Employees | |||
Class of Stock [Line Items] | |||
Stock issued (in shares) | 855,688 | ||
Shares issued (in dollars per share) | $ / shares | $ 7.01 | ||
Class B Common Stock | Partial Recourse Promissory Notes | Employees | |||
Class of Stock [Line Items] | |||
Due from employees | $ | $ 0.4 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||
Net loss | $ (276,595) | $ (70,555) |
Weighted-average common shares, diluted (in shares) | 8,393,797 | 7,733,885 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 85,288,979 | 106,711,580 |
Class A Common Stock | ||
Class of Stock [Line Items] | ||
Net loss | $ (242,163) | $ (12,199) |
Weighted-average common shares, basic (in shares) | 59,034,393 | 1,616,740 |
Weighted-average common shares, diluted (in shares) | 59,034,393 | 1,616,740 |
Net loss per share attributable to common stockholders: | ||
Basic (in dollars per share) | $ (4.10) | $ (7.55) |
Diluted (in dollars per share) | $ (4.10) | $ (7.55) |
Class B Common Stock | ||
Class of Stock [Line Items] | ||
Net loss | $ (34,432) | $ (58,356) |
Weighted-average common shares, basic (in shares) | 8,393,797 | 7,733,885 |
Weighted-average common shares, diluted (in shares) | 8,393,797 | 7,733,885 |
Net loss per share attributable to common stockholders: | ||
Basic (in dollars per share) | $ (4.10) | $ (7.55) |
Diluted (in dollars per share) | $ (4.10) | $ (7.55) |
Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 0 | 212,363 |
Option | Stock Plan | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 30,602,803 | 6,094,945 |
Convertible Preferred Stock | Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 0 | 76,493,917 |
Warrants | Common Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 24,328,608 | 9,974,065 |
Warrants | Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 0 | 190,210 |
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 | 13,746,080 |
Restricted Stock Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 29,688,046 | 0 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | ||
Asset retirement obligation | $ 0.8 | $ 1.4 |
Variable lease cost, COVID-19 | $ 0.2 | |
Operating lease, lease not yet commenced | $ 8.9 | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease, term of contract | 5 years | |
Operating lease, renewal term | 1 year | |
Lease not yet commenced, term | 4 years | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease, term of contract | 10 years | |
Operating lease, renewal term | 5 years | |
Lease not yet commenced, term | 9 years |
Leases - Balance Sheets (Detail
Leases - Balance Sheets (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Other operating leases information | ||
Weighted-average remaining lease term (years) | 8 years | 7 years 10 months 24 days |
Weighted-average discount rate | 11.70% | 13.80% |
Leases - Costs (Details)
Leases - Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating lease costs | ||
Fixed lease cost | $ 11,944 | $ 7,389 |
Variable lease cost | 252 | (79) |
Total operating lease costs | $ 12,196 | $ 7,310 |
Leases - Cash Flows (Details)
Leases - Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee Disclosure [Abstract] | ||
Operating cash outflows from operating leases | $ 10,495 | $ 6,838 |
ROU assets obtained in exchange for operating lease liabilities | $ 27,517 | $ 18,369 |
Leases - Maturities (Details)
Leases - Maturities (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Leases | |
2022 | $ 13,474 |
2023 | 14,653 |
2024 | 14,167 |
2025 | 13,074 |
2026 | 12,164 |
Thereafter | 39,361 |
Total undiscounted lease payments | 106,893 |
Less imputed interest | (36,519) |
Total lease liabilities | $ 70,374 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Loss Contingencies [Line Items] | ||
Accrued expenses and other current liabilities | $ 20,168 | $ 21,533 |
Accounts receivable | $ 12,587 | 6,151 |
Employer matching contribution | 4.00% | |
Contributions by employer | $ 1,000 | 500 |
Purchase commitment | 3,800 | |
Invoices | ||
Loss Contingencies [Line Items] | ||
Accrued expenses and other current liabilities | 600 | 600 |
Accounts receivable | $ 1,400 | $ 1,400 |
Income Taxes - Loss Before Inco
Income Taxes - Loss Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
United States | $ (274,572) | $ (70,546) |
Foreign | (1,747) | 0 |
Loss before income taxes | $ (276,319) | $ (70,546) |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 24 | 9 |
International | 15 | 0 |
Deferred: | ||
Federal | 0 | 0 |
State | 0 | 0 |
Total income tax provision | $ 39 | $ 9 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory Tax Rate, Amount (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||
Benefit from income taxes at U.S. federal statutory rate | $ (58,027) | $ (15,415) |
State statutory rate | (12,014) | (2,916) |
Foreign tax rate at statutory rate | 15 | 0 |
Foreign tax rate differential | (207) | 0 |
Change in valuation allowance | 65,996 | 19,235 |
Stock-based compensation | 1,987 | 442 |
Permanent differences | 2,010 | 38 |
Alternative fuel vehicle credit | (2,706) | (1,384) |
Other | 2,985 | 9 |
Total income tax provision | $ 39 | $ 9 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryovers | $ 67,756 | $ 35,596 |
Accruals, deferrals, and reserves | 5,775 | 2,418 |
Operating lease liabilities | 18,446 | 13,599 |
Stock compensation | 32,601 | 196 |
Credits | 11,502 | 8,796 |
Gross deferred tax assets | 136,080 | 60,605 |
Valuation allowance | (111,613) | (45,617) |
Gross deferred tax assets after valuation allowance | 24,467 | 14,988 |
Deferred tax liabilities | ||
Fixed Assets and intangibles | (5,068) | (2,930) |
Operating lease right-of-use assets | (19,399) | (12,058) |
Gross deferred tax liabilities | (24,467) | (14,988) |
Net deferred tax assets | 0 | 0 |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Increase in valuation allowance | $ 66 | $ 19.2 |
NOL carryforwards, subject to expiration | 11.5 | |
Unrecognized tax position | 2 | |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
NOL carryforwards | 268.8 | |
NOL carryforwards, not subject to expiration | 251.2 | |
State | ||
Operating Loss Carryforwards [Line Items] | ||
NOL carryforwards | $ 215.3 |
Related Party Transactions - 2P
Related Party Transactions - 2Predict, Inc (Details) - Affiliated Entity - 2Predict, Inc. - Consulting Service - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Expenses from transactions with related party | $ 600,000 | $ 600,000 |
Accounts payable | $ 0 | $ 100,000 |
Related Party Transactions - Re
Related Party Transactions - Related party loans (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Proceeds from issuance of preferred stock | $ 28,721 | $ 69,194 |
Series D | ||
Related Party Transaction [Line Items] | ||
Stock issued during period | $ 13,721 | 67,943 |
Related Party Loans | Affiliated Entity | ||
Related Party Transaction [Line Items] | ||
Stock issued during period | $ 30,200 | |
Related Party Loans | Affiliated Entity | Series D-1 | ||
Related Party Transaction [Line Items] | ||
Shares converted (in shares) | 2,721,956 | |
Conversion price (in dollars per share) | $ 3.77 | |
Proceeds from issuance of preferred stock | $ 10,300 | |
Related Party Loans | Affiliated Entity | Class A Common Stock | ||
Related Party Transaction [Line Items] | ||
Shares converted (in shares) | 2,466,161 | 3,303,094 |
Related Party Loans | Affiliated Entity | Series D | ||
Related Party Transaction [Line Items] | ||
Shares converted (in shares) | 4,722,039 | 11,376,303 |
Stock issued (in shares) | 3,891,256 | 9,374,786 |
Related Party Loans | Affiliated Entity | Activate Capital Partners, LP | ||
Related Party Transaction [Line Items] | ||
Stock issued during period | $ 9,800 | |
Related Party Loans | Affiliated Entity | 19York Ventures | Class A Common Stock | ||
Related Party Transaction [Line Items] | ||
Shares converted (in shares) | 205,670 | |
Related Party Loans | Affiliated Entity | 19York Ventures | Series D | ||
Related Party Transaction [Line Items] | ||
Conversion price (in dollars per share) | $ 7.38 | $ 7.38 |
Proceeds from issuance of preferred stock | $ 15,000 | $ 1,300 |
Stock issued (in shares) | 2,032,271 | 169,485 |
Related Party Transactions - Pu
Related Party Transactions - Public placement warrants (Details) - Public Warrants - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2021 | |
Class A Common Stock | ||
Related Party Transaction [Line Items] | ||
Shares converted (in shares) | 645,192 | |
Legacy Volta | Class B Common Stock | ||
Related Party Transaction [Line Items] | ||
Stock issued (in shares) | 531,679 | |
Stock issued | $ 0.7 |
Related Party Transactions - Pr
Related Party Transactions - Promissory notes (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Issuance of common stock upon exercise of options (in shares) | 12,796,353 | 259,070 | |
Difference between purchase price and fair value | $ 29,176 | $ 4,734 | |
Class B Common Stock | |||
Related Party Transaction [Line Items] | |||
Issuance of common stock upon exercise of options (in shares) | 11,147,195 | 365,605 | |
Employees | Class B Common Stock | |||
Related Party Transaction [Line Items] | |||
Stock issued (in shares) | 855,688 | ||
Shares issued (in dollars per share) | $ 7.01 | ||
Difference between purchase price and fair value | $ 3,400 | ||
Shares issued, fair value (in dollars per share) | $ 3.06 | ||
Promissory Note Agreement | |||
Related Party Transaction [Line Items] | |||
Due from employees | $ 700 | ||
Amounts of transaction | $ 8,600 | ||
Transaction, interest rate | 3.25% | ||
Common Stock | |||
Related Party Transaction [Line Items] | |||
Issuance of common stock upon exercise of options (in shares) | 11,251,423 | 1,545,000 | 259,000 |
Partial Recourse Promissory Notes | |||
Related Party Transaction [Line Items] | |||
Options exercisable (in shares) | 9,271,877 | ||
Due from employees | $ 200 | $ 10,400 | |
Partial Recourse Promissory Notes | Employees | Class B Common Stock | |||
Related Party Transaction [Line Items] | |||
Due from employees | $ 400 |
Related Party Transactions - Le
Related Party Transactions - Legacy Volta Class B common stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Warrants exercised (in shares) | 275 | |
Proceeds from exercise of common stock warrants - related party | $ 2 | $ 0 |
Class B Common Stock Warrants | ||
Related Party Transaction [Line Items] | ||
Warrants exercised (in shares) | 371,000 | |
Legacy Volta | Class B Common Stock | Restricted Stock | Affiliated Entity | ||
Related Party Transaction [Line Items] | ||
Warrants exercised (in shares) | 182,025 | |
Activate Capital Partners, LP | Affiliated Entity | Class B Common Stock Warrants | ||
Related Party Transaction [Line Items] | ||
Trading price (in dollars per share) | $ 0.01 | |
Activate Capital Partners, LP | Class A Common Stock | Affiliated Entity | ||
Related Party Transaction [Line Items] | ||
Warrants converted (in shares) | 188,638 |