Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 09, 2022 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-39508 | |
Entity Registrant Name | Volta Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 35-2728007 | |
Entity Address, Address Line One | 155 De Haro Street | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94103 | |
City Area Code | 888 | |
Local Phone Number | 264-2208 | |
Title of 12(b) Security | Class A common stock, par value of $0.0001 per share | |
Trading Symbol | VLTA | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001819584 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Warrants | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Warrants, each exercisable for one share of Class A common stock for $11.50 per share | |
Trading Symbol | VLTA WS | |
Security Exchange Name | NYSE | |
Class A Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 168,475,729 | |
Class B Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 105,268 | $ 262,260 |
Accounts receivable, net of allowance for doubtful accounts of $42 and $0, respectively | 18,930 | 12,587 |
Inventory | 2,345 | 2,726 |
Prepaid partnership costs | 9,414 | 8,982 |
Prepaid expenses and other current assets | 12,354 | 12,091 |
Total current assets | 148,311 | 298,646 |
Operating lease right-of-use assets, net | 93,608 | 76,364 |
Property and equipment, net | 166,317 | 97,728 |
Restricted cash | 3,434 | 0 |
Other noncurrent assets | 427 | 321 |
Intangible assets, net | 1,491 | 643 |
Goodwill | 221 | 221 |
Total assets | 413,809 | 473,923 |
Current liabilities: | ||
Accounts payable | 39,766 | 18,461 |
Accrued expenses and other current liabilities | 23,301 | 20,168 |
Current portion of operating leases | 8,509 | 5,952 |
Deferred revenue | 12,571 | 8,450 |
Term loan payable, net of unamortized issuance costs - current | 15,998 | 15,998 |
Warrant liabilities | 4,221 | 27,071 |
Total current liabilities | 104,366 | 96,100 |
Term loan payable, net of unamortized issuance costs and current term loan payable | 15,998 | 23,997 |
Noncurrent operating leases | 80,467 | 64,422 |
Other noncurrent liabilities | 8,954 | 7,268 |
Total liabilities | 209,785 | 191,787 |
Commitments and contingencies | ||
Stockholders' Equity | ||
#REF! | 17 | 16 |
Additional paid-in capital | 718,050 | 710,638 |
Accumulated other comprehensive income | 271 | 213 |
Accumulated deficit | (514,314) | (428,731) |
Total stockholders’ equity | 204,024 | 282,136 |
Total liabilities and stockholders’ equity | $ 413,809 | $ 473,923 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Allowance for doubtful accounts | $ 42 | $ 0 |
Common stock, shares authorized (in shares) | 400,000,000 | |
Common stock, shares issued (in shares) | 168,051,969 | 162,105,399 |
Common stock, shares outstanding (in shares) | 168,051,969 | 162,105,399 |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 350,000,000 | |
Common stock, shares issued (in shares) | 168,051,969 | 152,218,214 |
Common stock, shares outstanding (in shares) | 168,051,969 | 152,218,214 |
Class B Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 50,000,000 | |
Common stock, shares issued (in shares) | 0 | 9,887,185 |
Common stock, shares outstanding (in shares) | 0 | 9,887,185 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Operating Revenue | ||||
Total operating revenue | $ 15,344 | $ 6,943 | $ 23,730 | $ 11,683 |
Operating Expense | ||||
Selling, general and administrative | 43,938 | 17,352 | 100,157 | 78,209 |
Depreciation and amortization | 4,617 | 2,523 | 8,312 | 4,696 |
Other operating expense | 1,352 | 777 | 1,678 | 924 |
Total operating expense | 59,728 | 25,783 | 129,650 | 93,921 |
Operating Loss | (44,384) | (18,840) | (105,920) | (82,238) |
Other (Income) Expense | ||||
Interest expense, net | 1,199 | 1,673 | 2,512 | 3,333 |
Other expense, net | 0 | 77 | 0 | 278 |
Change in fair value of warrant liabilities | (8,151) | (30) | (22,851) | (118) |
Total other (income) expense | (6,952) | 1,720 | (20,339) | 3,493 |
Loss Before Income Taxes | (37,432) | (20,560) | (85,581) | (85,731) |
Income tax expense | 2 | 24 | 2 | 24 |
Net Loss | (37,434) | (20,584) | (85,583) | (85,755) |
Other Comprehensive Loss | ||||
Foreign currency translation adjustment | (30) | 0 | 58 | 0 |
Total Comprehensive Loss | (37,464) | (20,584) | (85,525) | (85,755) |
Class A Common Stock | ||||
Other (Income) Expense | ||||
Net Loss | $ (37,403) | $ (12,173) | $ (80,986) | $ (47,477) |
Other Comprehensive Loss | ||||
Weighted-average common stock outstanding, basic (in shares) | 167,240,447 | 11,192,179 | 160,477,617 | 9,592,405 |
Weighted-average common stock outstanding, diluted (in shares) | 167,240,447 | 11,192,179 | 160,477,617 | 9,592,405 |
Net loss per common stock, basic (in dollars per share) | $ (0.22) | $ (1.09) | $ (0.50) | $ (4.95) |
Net loss per common stock, diluted (in dollars per share) | $ (0.22) | $ (1.09) | $ (0.50) | $ (4.95) |
Class B Common Stock | ||||
Other (Income) Expense | ||||
Net Loss | $ (31) | $ (8,411) | $ (4,597) | $ (38,278) |
Other Comprehensive Loss | ||||
Weighted-average common stock outstanding, basic (in shares) | 140,369 | 7,733,885 | 9,109,265 | 7,733,885 |
Weighted-average common stock outstanding, diluted (in shares) | 140,369 | 7,733,885 | 9,109,265 | 7,733,885 |
Net loss per common stock, basic (in dollars per share) | $ (0.22) | $ (1.09) | $ (0.50) | $ (4.95) |
Net loss per common stock, diluted (in dollars per share) | $ (0.22) | $ (1.09) | $ (0.50) | $ (4.95) |
Service | ||||
Operating Revenue | ||||
Total operating revenue | $ 14,791 | $ 6,826 | $ 22,765 | $ 11,057 |
Operating Expense | ||||
Costs (exclusive of depreciation and amortization shown below) | 9,821 | 5,131 | 19,206 | 9,740 |
Product | ||||
Operating Revenue | ||||
Total operating revenue | 0 | 0 | 275 | 299 |
Operating Expense | ||||
Costs (exclusive of depreciation and amortization shown below) | 0 | 0 | 297 | 352 |
Other | ||||
Operating Revenue | ||||
Total operating revenue | $ 553 | $ 117 | $ 690 | $ 327 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Changes in Stockholders' (Deficit) Equity - USD ($) $ in Thousands | Total | Series D | Redeemable Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2020 | 76,494,000 | 24,696,000 | |||||
Beginning balance at Dec. 31, 2020 | $ (138,902) | $ 182,599 | $ 1 | $ 13,233 | $ 0 | $ (152,136) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of Series D preferred stock (in shares) | 2,256,000 | ||||||
Issuance of Series D preferred stock | $ 13,721 | ||||||
Issuance of Series D preferred stock - related party (in shares) | 2,466,000 | ||||||
Issuance of Series D preferred stock - related party | $ 15,000 | ||||||
Issuance costs - Series D | $ (1,290) | ||||||
Issuance of restricted stock awards - related party (in shares) | 6,917,000 | ||||||
Issuance of restricted stock awards - related party | 40,237 | $ 1 | 40,236 | ||||
Issuance of common stock upon exercise of options (in shares) | 1,003,000 | ||||||
Issuance of common stock upon exercise of options | 1,089 | $ 2 | 1,087 | ||||
Stock-based compensation expense | 6,564 | 6,564 | |||||
Issuance of common stock for acquisitions (in shares) | 182,000 | ||||||
Issuance of common stock for acquisitions | 1,220 | 1,220 | |||||
Issuance of common stock upon exercise of warrants - related party (in shares) | 182,000 | ||||||
Issuance of common stock upon exercise of warrants - related party | 1 | 1 | |||||
Other comprehensive gain/loss | 0 | ||||||
Net loss | (85,755) | (85,755) | |||||
Ending balance (in shares) at Jun. 30, 2021 | 81,216,000 | 32,980,000 | |||||
Ending balance at Jun. 30, 2021 | (175,546) | $ 210,030 | $ 4 | 62,341 | 0 | (237,891) | |
Beginning balance (in shares) at Mar. 31, 2021 | 81,216,000 | 32,232,000 | |||||
Beginning balance at Mar. 31, 2021 | (157,689) | $ 210,030 | $ 3 | 59,615 | 0 | (217,307) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock upon exercise of options (in shares) | 384,000 | ||||||
Issuance of common stock upon exercise of options | 224 | $ 1 | 223 | ||||
Stock-based compensation expense | 1,282 | 1,282 | |||||
Issuance of common stock for acquisitions (in shares) | 182,000 | ||||||
Issuance of common stock for acquisitions | 1,220 | 1,220 | |||||
Issuance of common stock upon exercise of warrants - related party (in shares) | 182,000 | ||||||
Issuance of common stock upon exercise of warrants - related party | 1 | 1 | |||||
Other comprehensive gain/loss | 0 | ||||||
Net loss | (20,584) | (20,584) | |||||
Ending balance (in shares) at Jun. 30, 2021 | 81,216,000 | 32,980,000 | |||||
Ending balance at Jun. 30, 2021 | $ (175,546) | $ 210,030 | $ 4 | 62,341 | 0 | (237,891) | |
Beginning balance (in shares) at Dec. 31, 2021 | 162,105,399 | 0 | 162,105,000 | ||||
Beginning balance at Dec. 31, 2021 | $ 282,136 | $ 0 | $ 16 | 710,638 | 213 | (428,731) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock upon exercise of options (in shares) | 525,150 | 525,000 | |||||
Issuance of common stock upon exercise of options | $ 373 | 373 | |||||
Stock-based compensation expense | 23,225 | 23,225 | |||||
Issuance of common stock upon the settlement of vested restricted stock units, net of shares withheld for taxes (in shares) | 5,343,000 | ||||||
Issuance of common stock upon the settlement of vested restricted stock units, net of shares withheld for taxes | (16,554) | $ 1 | (16,555) | ||||
Issuance of common stock for acquisitions (in shares) | 150,000 | ||||||
Issuance of common stock for acquisitions | 369 | 369 | |||||
Forfeiture of shares to settle promissory notes (in shares) | (71,000) | ||||||
Other comprehensive gain/loss | 58 | 58 | |||||
Net loss | $ (85,583) | (85,583) | |||||
Ending balance (in shares) at Jun. 30, 2022 | 168,051,969 | 0 | 168,052,000 | ||||
Ending balance at Jun. 30, 2022 | $ 204,024 | $ 0 | $ 17 | 718,050 | 271 | (514,314) | |
Beginning balance (in shares) at Mar. 31, 2022 | 0 | 162,244,000 | |||||
Beginning balance at Mar. 31, 2022 | 250,704 | $ 0 | $ 16 | 727,267 | 301 | (476,880) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock upon exercise of options (in shares) | 386,000 | ||||||
Issuance of common stock upon exercise of options | 229 | 229 | |||||
Stock-based compensation expense | 6,740 | 6,740 | |||||
Issuance of common stock upon the settlement of vested restricted stock units, net of shares withheld for taxes (in shares) | 5,343,000 | ||||||
Issuance of common stock upon the settlement of vested restricted stock units, net of shares withheld for taxes | (16,554) | $ 1 | (16,555) | ||||
Issuance of common stock for acquisitions (in shares) | 150,000 | ||||||
Issuance of common stock for acquisitions | 369 | 369 | |||||
Forfeiture of shares to settle promissory notes (in shares) | (71,000) | ||||||
Other comprehensive gain/loss | (30) | (30) | |||||
Net loss | $ (37,434) | (37,434) | |||||
Ending balance (in shares) at Jun. 30, 2022 | 168,051,969 | 0 | 168,052,000 | ||||
Ending balance at Jun. 30, 2022 | $ 204,024 | $ 0 | $ 17 | $ 718,050 | $ 271 | $ (514,314) |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (85,583) | $ (85,755) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Reduction in the carrying amount of ROU assets | 5,654 | 1,928 |
Depreciation and amortization | 8,312 | 4,696 |
Stock-based compensation, net of amounts capitalized | 22,831 | 46,800 |
Amortization of debt issuance costs | 168 | 0 |
Non-cash interest expense | 0 | 167 |
Revaluation of warrant liabilities to estimated fair value | (22,851) | (118) |
Expenses related to invoices in dispute | 0 | 624 |
Loss on disposal of property and equipment and inventory | 2,352 | 865 |
Changes in operating assets and liabilities | (4,913) | (15,224) |
Net cash used in operating activities | (74,030) | (46,017) |
Cash Flows From Investing Activities: | ||
Purchase of property and equipment | (50,725) | (8,403) |
Capitalization of internal-use software | (3,249) | (39) |
Acquisition of technology patent | (875) | 0 |
Acquisition of 2Predict | 0 | (200) |
Net cash used in investing activities | (54,849) | (8,642) |
Cash Flows From Financing Activities: | ||
Due from employees for taxes paid on partial recourse notes | 0 | (8,340) |
Proceeds from issuance of Series D preferred stock | 0 | 28,721 |
Payments of long term debt | (8,167) | 0 |
Proceeds from exercise of common stock warrants - related party | 0 | 1 |
Proceeds from exercise of stock options | 359 | 1,088 |
Taxes paid related to net share settlement of equity awards | (16,554) | 0 |
Payment of issuance costs related to Series D and D-1 preferred stock | 0 | (1,290) |
Payment of financing activity principal | (375) | (296) |
Net cash (used in) provided by financing activities | (24,737) | 19,884 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 58 | 0 |
Net decrease in cash, cash equivalents, and restricted cash | (153,558) | (34,775) |
Cash, cash equivalents, and restricted cash at beginning of period | 262,260 | 58,806 |
Cash, cash equivalents, and restricted cash at end of period | 108,702 | 24,031 |
Reconciliation of cash, cash equivalents, and restricted cash | ||
Cash and cash equivalents | 105,268 | 24,031 |
Restricted cash | 3,434 | 0 |
Total cash, cash equivalents, and restricted cash | $ 108,702 | $ 24,031 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Note 1 - Description of Business Volta Inc. ("Volta", the "Company", "our", "we", or "its") operates a network of smart media-enabled charging stations for electric vehicles ("EV") across the U.S. and Europe. Revenue is primarily derived by selling paid advertising on our media-enabled charging station network, and installing and maintaining charging stations. The Company is headquartered in San Francisco, California. On August 26, 2021 ("Closing Date"), Tortoise Acquisition Corp. II ("Tortoise Corp II") consummated a reverse recapitalization (the "Reverse Recapitalization") contemplated by the Business Combination Agreement and Plan of Reorganization, dated as of February 7, 2021 (the "Business Combination Agreement"), by and among Tortoise Corp II, SNPR Merger Sub I, Inc., SNPR Merger Sub II, LLC, and Volta Industries, Inc. (“Legacy Volta”). On the Closing Date, and in connection with the closing contemplated by the Business Combination Agreement (the "Closing"), Tortoise Corp II was renamed Volta Inc. and began trading on the New York Stock Exchange ("NYSE") under the ticker symbol "VLTA". The Company's warrants exercisable for $11.50 per share of Volta's Class A common stock (the "Public Warrants") also trade on the NYSE under the ticker symbol "VLTA WS". |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Basis of presentation and consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of Volta and its wholly-owned subsidiaries and have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP") for interim financial information. Consistent with these requirements, this Form 10-Q does not include all the information required by GAAP for complete financial statements. As a result, this Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes in the Company's Form 10-K for the year ended December 31, 2021. The unaudited condensed consolidated financial statements and the accompanying notes have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments necessary for a fair statement of the results of operations for the periods presented. Reclassifications Certain prior period amounts have been reclassified to conform to current period presentation. These reclassifications have no effect on previously reported results of operations or loss per share. Concentration of risk As of June 30, 2022, two customers accounted for 19.8% and 18.2% of the Company's accounts receivable balance, respectively. As of December 31, 2021, three customers accounted for 30.5%, 22.0% and 18.7% of the Company's accounts receivable balance, respectively. For the three months ended June 30, 2022, three customers accounted for 22.6%, 17.7% and 10.0% of the Company's revenue, respectively. For the six months ended June 30, 2022, two customers accounted for 23.7% and 16.1% of the Company's revenue, respectively. For the three months ended June 30, 2021, three customers accounted for 24.0%, 23.2% and 10.4% of the Company's revenue, respectively. For the six months ended June 30, 2021, four customers accounted for 21.5%, 14.3%, 12.0% and 11.4% of the Company's revenue, respectively. Revenue generated by these customers arises from a portfolio of contracts with multiple, separate, legal entities. The Company mitigates concentration risk as all contracts are executed with these separate, legal entities. As of June 30, 2022 and December 31, 2021, no supplier accounted for more than 10.0% of the Company's accounts payable orders. The Company mitigates concentration risk by maintaining contracts and agreements with alternative suppliers and is actively expanding its supplier network. COVID-19 and supply chain impact There continues to be widespread impact from the COVID-19 pandemic and the impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets, the global supply chain and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. We have experienced and are experiencing varying levels of inflation resulting in part from various supply chain disruptions, increased shipping and transportation costs, increased raw material and labor costs and other disruptions caused by the COVID-19 pandemic and general global economic conditions. We continue to monitor the ongoing and dynamic impacts of COVID-19, as well as guidance from federal, state and local public health authorities. Liquidity Concern The Company's unaudited condensed consolidated financial statements are prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. 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 unaudited condensed consolidated financial statements. The Company concluded that there is substantial doubt about the Company's ability to continue as a going concern in the next 12 months based on reasonable information available 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 will need to significantly curtail its operations, modify strategic plans and/or dispose of certain operations or assets. As of June 30, 2022 the Company had $32.7 million outstanding on a term loan. The term loan agreement requires the Company to be in compliance with certain financial covenants, including maintaining a minimum cash balance and total and average revenue covenants. If the Company does not raise additional capital it is unlikely the financial requirements will be met in future periods and the lenders will have the right to exercise remedies, including an increase in the interest rate by 3.0% per annum, and an option to require repayment of the loan in the event of default. The Company would then be required to reclassify the $16.3 million noncurrent portion of the loan to current. For more information on the term loan agreement, see Note 6 - Debt. Recent accounting pronouncements Recently issued accounting pronouncements not yet adopted In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which was subsequently amended by ASU No. 2018-19, ASU No. 2019-04, ASU No. 2019-05, ASU No. 2019-10, ASU 2019-11, and ASU 2022-02. The guidance amended reporting requirements for credit losses for assets held at amortized cost basis and available-for-sale debt securities. For available-for-sale debt securities, credit losses will be presented as an allowance rather than as a write-down. In addition, the length of time a security has been in an unrealized loss position will no longer impact the determination of whether a credit loss exists. ASU 2016-13, as subsequently amended for various technical issues, is effective for smaller reporting companies following private company adoption dates for fiscal years beginning after December 15, 2022, and for interim periods within those fiscal years. If the Company were to lose smaller reporting company status during 2022, |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer | Note 3 - Revenue Disaggregation of revenue The Company's operations represent a single operating segment based on how the Company and its chief operating decision maker manage the business. The Company disaggregates revenue by major category, as shown below, based on what it believes are the primary economic factors that impact the nature, amount, timing, and uncertainty of revenue and cash flows from these customer contracts. Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Media $ 11,221 $ 6,485 $ 17,339 $ 10,014 Network development 3,577 340 5,791 1,341 Charging network operations 370 1 371 1 Network intelligence 176 117 229 327 Total operating revenue $ 15,344 $ 6,943 $ 23,730 $ 11,683 Media Media revenue is generated based on the number of advertising impressions delivered over the contract term, which is typically less than one year. Media revenue is recorded in service revenue in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. Network development Network development revenue is generated from installation and infrastructure development services, operation and maintenance services offered over the contract term and sales of charging stations. Revenue generated through infrastructure development services, installation services, operation and maintenance services and installed infrastructure is recorded in service revenue in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. Revenue generated through charging station products is recorded in product revenue in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. As the Company continues focusing on generating services revenue, the Company does not expect a material increase in product revenue going forward as it does not constitute the Company's primary revenue generating operations. 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 Company reduced the transaction price and recognized consideration payable to a customer of $25.0 thousand and $10.6 thousand for the three months ended June 30, 2022 and 2021, respectively, and $0.3 million and $0.2 million for the six months ended June 30, 2022 and 2021, respectively. Charging network operations Charging network operations revenue is primarily generated by selling regulatory credits or California's Low-Carbon Fuel Standard ("LCFS") credits to other regulated entities and pay-for-use charging. Charging network operations revenue is recorded in other revenue in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. Revenue from driver charging sessions and charging transaction fees is recognized at the point in time the charging session or transaction is completed. The Company is transitioning to a pay-for-use charging model and charging revenue has been insignificant as of June 30, 2022. Costs associated with charging network operations are comprised of a minor amount of personnel-related costs which are presented in selling, general and administrative expense in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. Network intelligence Network intelligence revenue is generated through the delivery of Software as a Service ("SaaS") to the customer. Network intelligence revenue is recorded in other revenue in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. Remaining performance obligations The transaction price allocated to remaining performance obligations represent contracted revenue that has not yet been recognized, which includes deferred revenue and unbilled amounts that are expected to be recognized as revenue in future periods and excludes the performance obligations that are subject to cancellation terms. The remaining performance obligations related to advertising services, the sale of media-enabled charging stations, installation services and SaaS are recorded within deferred revenue and other noncurrent liabilities on the accompanying unaudited condensed consolidated balance sheets. The total remaining performance obligations, excluding advertising services contracts that have a duration of one year or less, were $31.5 million and $31.4 million as of June 30, 2022 and December 31, 2021, respectively. As of June 30, 2022, the Company expects to recognize approximately 47.8% of its remaining performance obligations as revenues in the next twelve months, and the remainder thereafter. Deferred revenue The Company recognized $3.3 million and $0.2 million of revenue during the three months ended June 30, 2022 and 2021, respectively, and $5.3 million and $1.0 million during the six months ended June 30, 2022 and 2021, respectively, that was included in the deferred revenue balance at the beginning of the period. As of June 30, 2022, deferred revenue related to customer payments amounted to $13.7 million, of which $12.6 million is expected to be recognized during the succeeding twelve-month period and is therefore presented as current. Unbilled receivables Unbilled receivables result from amounts recognized as revenues but not yet invoiced as of the unaudited condensed consolidated balance sheet date. As of June 30, 2022 and December 31, 2021, the Company had $3.3 million and $0.8 million, respectively, in unbilled receivables which are included in the accounts receivable balance. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 4 - Fair Value Measurements The following tables present information about the Company’s liabilities that are measured at fair value on a recurring basis. (in thousands) Carrying Amount Total Level 1 Level 2 Level 3 June 30, 2022 Term loan $ 31,996 $ 32,429 $ — $ 32,429 $ — Public warrants 2,500 2,500 2,500 — — Private warrants 1,721 1,721 — — 1,721 Total $ 36,217 $ 36,650 $ 2,500 $ 32,429 $ 1,721 December 31, 2021 Term loan $ 39,995 $ 41,242 $ — $ 41,242 $ — Public warrants 16,036 16,036 16,036 — — Private warrants 11,036 11,036 — — 11,036 Total $ 67,067 $ 68,314 $ 16,036 $ 41,242 $ 11,036 There were no transfers of financial instruments between levels of the hierarchy for both the three and six months ended June 30, 2022 and 2021. Level 2 valuation - senior secured term loan The Company measures the fair value of the senior secured term loan using discounted cash flows and market-based expectations for credit risk and market risk. Level 3 valuation - Private Warrants As of June 30, 2022, the Company has Private Warrants (the “Private Warrants”) measured at fair value on a recurring basis using the Binomial Lattice Model ("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 and as of subsequent valuation dates was derived from observable Public Warrants pricing. Accordingly, the Private Warrants are classified as Level 3 financial instruments. See Note 7 - Warrants for additional information. The following table provides quantitative information regarding Level 3 Private Warrants fair value measurements inputs at their measurement dates : June 30, 2022 December 31, 2021 Expected dividend yield — % — % Risk-free interest rate 2.4 % 1.2 % Expected volatility 215.0 % 132.5 % Expected term (in years) 4.2 4.5 The Private Warrants were valued as of June 30, 2022 using the estimated fair value price of $0.29 per Private Warrant. The changes in the fair value of the Private Warrants were as follows: (in thousands) Amount Balance at December 31, 2021 $ 11,036 Decrease in fair value of Private Warrants (9,315) Balance at June 30, 2022 $ 1,721 Balance at December 31, 2020 $ 698 Decrease in fair value of Private Warrants (118) Balance at June 30, 2021 $ 580 |
Condensed Consolidated Financia
Condensed Consolidated Financial Statement Details | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Condensed Consolidated Financial Statement Details | Note 5 - Condensed Consolidated Financial Statement Details Balance Sheet Details The following tables provide details of selected balance sheet items: Property and equipment, net: (in thousands) June 30, 2022 December 31, 2021 Charging stations and digital media screens $ 114,751 $ 79,104 Construction in progress: stations 67,919 33,434 Capitalized research and development equipment 2,176 2,689 Development in progress: software 3,756 — Computer and office equipment 1,726 1,545 Leasehold improvements 1,848 856 Capitalized software 888 888 Furniture 229 229 Other fixed assets 4,214 3,736 Total property and equipment 197,507 122,481 Less: accumulated depreciation and amortization (31,190) (24,753) Property and equipment, net $ 166,317 $ 97,728 Intangible assets, net: June 30, 2022 December 31, 2021 (in thousands) Cost Accumulated Amortization Net Cost Accumulated Amortization Net Patent $ 1,244 $ — $ 1,244 $ — $ — $ — Intellectual property 1,200 953 247 1,200 557 643 $ 2,444 $ 953 $ 1,491 $ 1,200 $ 557 $ 643 In June 2022, the Company acquired $1.2 million of technology patents which have a useful life of 9 years. Depreciation and amortization: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Depreciation $ 4,418 $ 2,370 $ 7,915 $ 4,543 Intangible amortization 199 153 397 153 Total depreciation and amortization $ 4,617 $ 2,523 $ 8,312 $ 4,696 Estimated future amortization expense for intangible assets is as follows: (in thousands) June 30, 2022 Remainder of 2022 $ 316 2023 138 2024 138 2025 138 2026 138 Thereafter 623 Total $ 1,491 Accrued expenses and other current liabilities: (in thousands) June 30, 2022 December 31, 2021 Charging station expenses $ 12,524 $ 5,393 Employee related expenses 6,238 9,239 Lease incentive liability 1,947 2,354 Severance 1,574 — Accrued interest — 1,294 Deposit liability — 850 Other 1,018 1,038 Total accrued expenses and other current liabilities $ 23,301 $ 20,168 Supplemental Cash Flow Information The following tables provide details of selected cash flow information: Changes in operating assets and liabilities: Six Months Ended June 30, (in thousands) 2022 2021 Accounts receivable $ (6,266) $ (2,033) Inventory 381 1,151 Prepaid expenses and other current assets (249) (7,268) Prepaid partnership costs (1,324) (726) Operating lease right-of-use assets (22,453) (7,217) Other noncurrent assets (106) 9 Accounts payable (2,752) 3,471 Accrued expenses and other current liabilities 2,160 (7,127) Accrued interest (1,294) (1,391) Deferred revenue 3,431 (401) Operating lease liability 18,603 6,008 Other noncurrent liabilities 4,956 300 Total change in operating assets and liabilities: $ (4,913) $ (15,224) Supplemental disclosures of cash flow information: Six Months Ended June 30, (in thousands) 2022 2021 Cash paid for interest $ 3,637 $ 3,070 Cash paid for taxes $ — $ 24 Non-cash investing and financing activities: Six Months Ended June 30, (in thousands) 2022 2021 Purchases of property and equipment not yet settled $ 24,789 $ 11,810 Initial recognition of operating lease right-of-use asset $ 22,682 $ 7,298 Initial recognition of operating lease liability $ 22,205 $ 6,934 Common stock issued for acquisition of 2Predict $ — $ 1,221 Issuance of common stock for patent acquisition $ 369 $ — Stock-based compensation capitalized to internal-use software $ 394 $ — |
Debt
Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Note 6 - Debt Outstanding debt is as follows: (in thousands) June 30, 2022 December 31, 2021 Term loan payable (a) (b) $ 32,666 $ 40,833 Less: term loan - current portion (15,998) (15,998) Less: unamortized debt issuance costs (670) (838) Term loan payable - noncurrent portion $ 15,998 $ 23,997 (a) The term loan bears interest on the total outstanding balance at 12.0% per annum and is secured by certain qualifying assets of the Company. Principal payments are due in equal monthly installments beginning on July 1, 2021 and matures on June 19, 2024. (b) Accrued interest on the term loan payable was $0.0 million and $1.3 million at June 30, 2022 and December 31, 2021, respectively. Term loan payable In June 2019, the Company entered into a term loan agreement that was subsequently amended. The term loan agreement, as amended, provides a senior secured term loan facility of up to $49.0 million. Total payments on the principal balance for the six months ended June 30, 2022 were $8.2 million. 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 and financial requirements, the lenders have the right to request remedies, including an increase in the interest rate by 3.0% per annum, and an option to require repayment of the loan in the event of default. The Company is in compliance with all covenants in relation to the period ended June 30, 2022. In March 2022 certain additional covenants pertaining to investments by the Company in its foreign subsidiaries Volta Canada Inc., Volta Charging Germany GmbH and Volta France SARL were implemented through an amendment to the term loan agreement. Accordingly, in May, 2022, the Company funded $3.3 million into an escrow account to cover projected investments as of June 30, 2022 in such foreign subsidiaries, which is presented as restricted cash on the accompanying unaudited condensed consolidated balance sheets. As a result, the amendment requires that investments in such foreign subsidiaries shall not exceed 125% of funds held in escrow. For more information on the term loan agreement, see Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations - Financial Condition, Liquidity, and Capital Resources - Term Loan. Future payments for the term loan are as follows: (in thousands) June 30, 2022 Remainder of 2022 $ 8,167 2023 16,333 2024 8,166 Total $ 32,666 |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Warrants | Note 7 - Warrants Legacy Volta common stock warrants As of June 30, 2022 and December 31, 2021, 9,773,835 Legacy Volta Class A common stock warrants were outstanding. As of June 30, 2022 and December 31, 2021, 5,933,333 and 8,621,440 Private and Public warrants were outstanding. There was no warrant exercise activity during the three and six months ended June 30, 2022. |
Stock Incentive Plans and Equit
Stock Incentive Plans and Equity Awards | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Stock Incentive Plans and Equity Awards | Note 8 - Stock Incentive Plans and Equity Awards Shares reserved for issuance The Company has the following shares of common stock reserved for issuance, on an as-if converted basis: June 30, 2022 December 31, 2021 Shares available for grant – 2021 Equity incentive plan 22,116,450 14,357,382 Unvested restricted stock units 20,777,716 29,688,046 Legacy Volta Class A common stock warrants 9,773,835 9,773,835 Options outstanding 9,151,773 11,464,745 Outstanding Public Warrants 8,621,440 8,621,440 Outstanding Private Warrants 5,933,333 5,933,333 Shares available for purchase - 2021 ESPP plan 3,715,944 3,715,944 Total shares of common stock reserved 80,090,491 83,554,725 Employee stock purchase plan No offerings or purchases of common stock shares took place during the three and six months ended June 30, 2022. Equity incentive plans 2021 Equity Incentive Plan As of June 30, 2022, 22,116,450 shares of common stock were available and reserved for issuance under the Company's 2021 equity incentive plan for stock options, stock appreciation rights, restricted stock, restricted stock units ("RSUs") and performance-based awards. Founder Incentive Plan On April 1, 2022, 10,500,000 vested RSUs issued under the Founder Incentive Plan ("FIP") to Scott Mercer and Christopher Wendel (the "Founders") were net-settled into 5,342,874 shares of Class A common stock. See Note 8 - Stock Incentive Plans and Equity Awards - RSUs below for additional information. Stock option activity Stock option activity is as follows: Number of options outstanding Weighted-average exercise price per share Weighted-average remaining contractual life ( in years ) Aggregate intrinsic value (in thousands) Balance at December 31, 2021 11,464,764 2.66 8.3 $ 53,695 Options granted — — — — Options exercised (525,150) 0.71 Options forfeited (1,721,637) 2.40 Options expired (66,204) 1.12 Balance at June 30, 2022 9,151,773 2.69 6.9 $ 1,999 Options vested and exercisable as of December 31, 2021 4,830,158 $ 1.30 7.4 $ 29,176 Options vested and exercisable as of June 30, 2022 5,910,449 $ 1.97 6.0 $ 1,818 The total fair value of options vested during the three months ended June 30, 2022 and 2021 was $2.7 million and $0.6 million, respectively. The total fair value of options vested during the six months ended June 30, 2022 and 2021 was $5.7 million and $5.7 million, respectively. RSUs A summary of RSU activity for the six months ended June 30, 2022 is as follows: Number of shares Service-based Performance-based Market-based Total Weighted-average grant date fair value Balance at December 31, 2021 16,291,266 3,375,000 10,021,743 29,688,009 $ 10.70 RSUs granted 11,692,740 — 111,168 11,803,908 3.19 RSUs vested (10,500,000) — — (10,500,000) 9.30 RSUs forfeited (6,752,737) (3,375,000) (86,464) (10,214,201) 9.90 Balance at June 30, 2022 10,731,269 — 10,046,447 20,777,716 $ 4.18 In accordance with the FIP, the Company granted 10,500,000 RSUs for shares of Class B common stock to the Founders in August 2021. The fair value of those RSUs was measured on the grant date based on the value of the shares on the Closing Date. These awards vested on January 1, 2022, and were settled on April 1, 2022, into an equal number of shares of Class A common stock in accordance with the terms of the Separation Agreements entered into on March 26, 2022 with the Founders, which resulted in the conversion of all Class B common stock held by the former executives into Class A common stock. In settling the RSUs granted under the FIP into Class A shares, the Company performed a net settlement transaction, withholding 2,579,585 and 2,577,541 shares from Mr. Mercer and Mr. Wendel, respectively, for tax withholding purposes, resulting in a net delivery of 2,670,415 and 2,672,459 shares of Class A common stock to Mr. Mercer and Mr. Wendel, respectively. Restricted stock awards There were no restricted stock awards ("RSA") granted during the six months ended June 30, 2022. Stock-based compensation Stock-based compensation expense, net of capitalized amounts, was $6.3 million and $1.3 million for the three months ended June 30, 2022 and 2021, respectively, and $22.8 million and $46.8 million for the six months ended June 30, 2022 and 2021, respectively, and is recorded in selling, general and administrative in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. During the three and six months ended June 30, 2022, the Company capitalized stock-based compensation of $0.4 million related to internal-use software development costs. During the three and six months ended June 30, 2021, the Company did not capitalize any stock-based compensation related to internal-use software development costs. 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. For the six months ended June 30, 2022, the Company recognized $9.3 million in compensation costs associated with market-based RSUs. No compensation cost has been or will be recognized for the performance-based RSUs as they were forfeited entirely on March 26, 2022 prior to achievement. As of June 30, 2022, the Company had unrecognized employee stock-based compensation expense of $55.9 million relating to stock options and RSUs of $10.0 million and $45.9 million, respectively, which is expected to be recognized over an estimated weighted-average period of approximately 2.6 years and 2.5 years, respectively. The following weighted-average assumptions were used in calculating fair values of market-based RSUs during the six months ended June 30, 2022: Market-based RSUs Expected dividend yield — % Risk-free interest rate 1.5 % Expected volatility 90.0 % Expected term (in years) 4.6 At the time of stock option grants, the Company had limited historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. Therefore, the expected term of options granted is based on the "simplified method" of expected life. There were no options granted during the six months ended June 30, 2022 and therefore no fair value calculations are required. 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. Significant modifications James DeGraw Modification Effective June 2, 2022, James DeGraw resigned as an employee and officer of the Company and, in connection therewith, entered into a settlement and consulting agreement with the Company, dated as of June 2, 2022. In accordance with Mr. DeGraw's settlement and consulting agreement, unvested RSU awards and stock options were modified on the date of termination of Mr. DeGraw's employment to accelerate the vesting in full and to extend the post-termination exercise period upon the condition that Mr. DeGraw serve as a consultant to the Company through the first anniversary of the termination date. With the exception of two option grants held by Mr. DeGraw, all of the stock options had previously been exercised with a partial recourse note which was settled prior to the completion of the Reverse Recapitalization. The unvested portion of those early exercised option grants was also modified to accelerate vesting; the effect of this modification was to release the repurchase right for those early exercised options. 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 fair values immediately after these modifications were determined using the closing price of the Company's common stock on the modification date for the shares already held by Mr. DeGraw through exercise with and settlement of partial recourse notes, which shares were released from the Company's repurchase right under the respective early exercise agreements. Additionally, vested unexercised stock options were modified on the termination date to extend the post-termination exercise period from 90 days to the contractual term of the options. The vested 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 modification determined using a Black-Scholes model. Assumptions used to calculate incremental expense for the modified vested stock options during the six months ended June 30, 2022 were as follows: Six months ended June 30, 2022 Expected dividend yield — % Risk-free interest rate 1.2% - 2.9% Expected volatility 52.4% - 61.9% Expected term (in years) 0.3 - 8.6 The incremental stock-based compensation expense relating to these modifications was recognized in full in the period for Mr. DeGraw’s termination as there is no further substantive service required for the awards to vest. Further, the Company reversed the expense previously recorded for the RSUs in accordance with Accounting Standards Codification ("ASC") Topic 718 as the awards were unvested and effectively forfeited and replaced by new RSUs with no service requirement before the completion of the derived requisite service period of the original awards. There was no previously recorded expense for unvested options. The components of stock-based compensation expense recorded with respect to the modified awards is as follows: (in thousands) Six Months Ended June 30, 2022 Reversal of previously recorded RSU expense $ (605) Incremental expense for modified RSUs 1,018 Incremental expense for modified stock options 804 Total stock-based compensation expense $ 1,217 Scott Mercer and Chris Wendel Modification On March 26, 2022, Scott Mercer and Chris Wendel (the "Executives") resigned from the Company’s board of directors (the “Board”), and Mr. Wendel also resigned as an employee and officer of the Company. Mr. Mercer’s resignation as an employee and officer of the Company was effective as of April 15, 2022. In accordance with the separate settlement and release agreements, dated as of March 26, 2022, between the Company and Mr. Mercer and Mr. Wendel, respectively, unvested RSU awards with market-based vesting conditions, 5,250,000 of which were held by Mr. Mercer and 4,500,000 of which were held by Mr. Wendel, granted on November 15, 2021, were modified on their respective termination dates to eliminate the service requirement (to be an active employee on the date of achievement of the market condition). Additionally, the unvested stock options held by Mr. Mercer as of April 15, 2022 were modified to accelerate the vesting and vest in full on April 15, 2022. Substantially all of the stock options for the Founders had previously been exercised with partial recourse notes which were settled prior to the completion of the Reverse Recapitalization. The unvested portion of those early exercised option grants was also modified to accelerate vesting as of each Founder’s termination date; the effect of this modification was to release the repurchase right for those early exercised options. The stock option and market-based RSU modifications were measured as the excess of the fair value of the modified awards over the fair value of the original awards immediately before the modifications. The fair values immediately after these modifications were determined using a BLM for the market-based RSUs, the Black-Scholes model for the unexercised stock option for Mr. Mercer, and the closing price of the Company's common stock on the modification date for the shares already held by the Founders through exercise with and settlement of partial recourse notes, which shares were released from the Company's repurchase right under the respective early exercise agreements. The incremental stock-based compensation expense relating to these modifications has been recorded in full in the period of each Founder's respective termination as there is no further service requirement from either Founder. Further, the Company has reversed expense previously recorded for the market-based RSUs in accordance with ASC Topic 718 as the awards were unvested and effectively forfeited and replaced by new market-based RSUs with no service requirement before the completion of the derived requisite service period of the original awards. Components of stock-based compensation expense recorded for modified awards is as follows: Six Months Ended June 30, 2022 (in thousands) Chris Wendel Scott Mercer (a) Reversal of previously recorded market-based RSU expense $ (9,879) $ (11,526) Incremental expense for modified market-based RSUs 13,290 15,505 Incremental expense for modified stock options 3,662 3,451 Total stock-based compensation expense $ 7,073 $ 7,430 (a) For Mr. Mercer's stock options, the Company recorded stock-based compensation expense of $0.1 million for the six months ended June 30, 2022 for awards that continued to vest until his termination on April 15, 2022. Assumptions used to calculate incremental expense for the modified market-based RSUs using a Monte Carlo valuation during the six months ended June 30, 2022 were as follows: Six Months Ended June 30, 2022 Expected dividend yield — % Risk-free interest rate 2.5 % Expected volatility 90.0 % Expected term (in years) 4.4 All other outstanding unvested equity awards held by the Founders, consisting of 4,000,000 RSUs granted in the fourth quarter of 2021 and 923,695 RSUs granted in the first quarter of 2022 to Mr. Mercer and 2,750,000 RSUs granted in the fourth quarter of 2021 and 742,972 RSUs granted in the first quarter of 2022 to Mr. Wendel were forfeited as of March 26, 2022. This resulted in the reversal of previously recognized stock-based compensation expense of approximately $0.7 million for Mr. Wendel and $1.0 million for Mr. Mercer related to the grants of RSUs for the three months ended March 31, 2022. The incremental stock-based compensation and reversal of previously recorded stock-based compensation was recorded in selling, general and administrative in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss for the six months ended June 30, 2022. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 9 - Net Loss Per Share The following table presents basic and diluted net loss per share (in thousands, except share and per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Class A Common Shares Class B Common Shares Class A Common Shares Class B Common Shares Class A Common Shares Class B Common Shares Class A Common Shares Class B Common Shares Numerator: Net loss $ (37,403) $ (31) $ (12,173) $ (8,411) $ (80,986) $ (4,597) $ (47,477) $ (38,278) Denominator: Basic shares (a) : Weighted-average common shares outstanding - basic 167,240,447 140,369 11,192,179 7,733,885 160,477,617 9,109,265 9,592,405 7,733,885 Diluted shares (a) : Weighted-average common shares outstanding - diluted 167,240,447 140,369 11,192,179 7,733,885 160,477,617 9,109,265 9,592,405 7,733,885 Net loss per share attributable to common stockholders: Basic $ (0.22) $ (0.22) $ (1.09) $ (1.09) $ (0.50) $ (0.50) $ (4.95) $ (4.95) Diluted $ (0.22) $ (0.22) $ (1.09) $ (1.09) $ (0.50) $ (0.50) $ (4.95) $ (4.95) (a) As a result of the Reverse Recapitalization, the weighted-average shares of common stock outstanding has been retroactively adjusted by multiplying the exchange ratio of 1.2135 to determine the number of redeemable convertible preferred stock converted to common stock and is included in the basic and diluted net loss per share calculation. The following weighted average shares of the potentially dilutive outstanding securities for the three and six months ended June 30, 2022 and 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. June 30, 2022 June 30, 2021 Anti-dilutive securities: Outstanding stock options 9,151,773 11,654,295 Non plan option grants — 188,767 Convertible preferred stock — 81,215,956 Warrants for common stock 24,328,608 9,974,065 Warrants for preferred stock — 190,210 Options and RSAs exercised under notes receivables — 13,746,080 Unvested RSUs 20,777,716 — Total anti-dilutive securities 54,258,097 116,969,373 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10 - Commitments and Contingencies Contingencies From time to time, Volta may become involved in actions, claims, suits and other legal proceedings arising in the ordinary course of business, including, but not limited to, assertions by third parties relating to intellectual property infringement, breaches of contract or warranties, or employment-related matters. Shareholder Securities Litigation Two separate putative class actions lawsuits have been filed against the Company, one of the Company’s current officers and one of the Company’s former officers in the United States District Court for the Northern District of California. The actions are: Karoline Kampe v. Volta Inc., Scott Mercer, and Francois P. Chadwick (Case No. 4:22-cv-02055-JST) (the “Kampe Action”), filed on March 30, 2022, and Victor Paul Alvarez v. Volta Inc., Scott Mercer, and Francois P. Chadwick (Case No. 3:22-cv-02730-JSC) (the “Alvarez Action”), filed on May 6, 2022. The complaints in the Kampe Action and the Alvarez Action (collectively, the “Shareholder Securities Lawsuits”) assert similar allegations and, in general, allege that the defendants violated the Securities Exchange Act of 1934 (the "Exchange Act") by making materially false and misleading statements regarding the Company’s business, operations and prospects. The Kampe Action and the Alvarez Action have been transferred to the same judge, who is considering pending motions for appointment of a lead plaintiff and for consolidation. The plaintiff in each Shareholder Securities Lawsuit seeks to represent a class of persons or entities that purchased Volta securities between August 2, 2021 and March 28, 2022 and seeks unspecified damages, attorneys’ fees and other relief. The Company is unable to estimate the potential loss or range of loss, if any, associated with the Shareholder Securities Lawsuits, which could materially and adversely impact its business, results of operations, financial condition, cash flows and prospects. Purchase Commitments In the ordinary course of business, Volta enters into contractual purchase agreements for goods and services to ensure availability and timely delivery. Current purchase commitments reflect Volta's mission and vision to expand its charging network. As of June 30, 2022, Volta had purchase commitments of $1.9 million from key suppliers for capital assets, inventory, and services, for the remainder of 2022. Defined Contribution Plan For the three months ended June 30, 2022 and 2021, the Company contributed $0.4 million and $0.2 million, respectively, to the employee defined contribution plan. For the six months ended June 30, 2022 and 2021, the Company contributed $0.5 million and $0.5 million, respectively, to the employee defined contribution plan. As of June 30, 2022, Volta expects to contribute $0.5 million for the remainder of 2022. Leases The Company is a lessee in several noncancellable operating leases, primarily for office space and the use of spaces for EV charging stations. Future payments of noncancellable operating lease liabilities is as follows: (in thousands) June 30, 2022 Remainder of 2022 $ 8,899 2023 17,905 2024 17,607 2025 16,096 2026 15,057 Thereafter 54,725 Total future payments 130,289 Less imputed interest (41,313) Total lease liabilities $ 88,976 As of June 30, 2022, there are additional operating leases that have not yet commenced of $11.2 million. These operating leases are expected to commence between 2022 and 2025 with lease terms of four |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Note 11 - Income Taxes There is no provision for income taxes because the Company has incurred operating losses since inception and has projected losses for the current year. The Company’s effective income tax rate was 0.0% for both the three and six months ended June 30, 2022 and 2021, and the realization of any deferred tax assets does not satisfy the "more likely than not" threshold. As of June 30, 2022 and December 31, 2021, the Company recorded a $2.0 million uncertain tax position related to deferred revenue. |
Related Party transactions
Related Party transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 12 - Related Party Transactions As of December 31, 2021, the Company had partial recourse promissory notes due from two former executives totaling $0.2 million. During the three months ended June 30, 2022, amounts due from these former executives were settled by way of forfeiture of 71,454 shares valued at $0.2 million with an immaterial balance forgiven. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 - Subsequent Events The Company has evaluated events subsequent to June 30, 2022 and through the date the financials are made available. The following events occurring subsequent to the unaudited condensed consolidated balance sheet date merited recognition or disclosure in these statements. Shareholder Derivative Litigation Five purported shareholders have filed, on behalf of the Company, separate shareholder derivative actions against the Company’s current directors and certain current and former officers and directors of the Company in the United States District Court for the Northern District of California or, in the case of the Edwards Derivative Action (as defined below), the United States District Court for the District of Delaware. The Company has also been named as a nominal defendant in each action. The purported shareholder derivative actions are: Hugues Gervat v. Scott Mercer, Francois P. Chadwick, Christopher Wendel, Eli Aheto, Vincent T. Cubbage, Martin Lauber, Katherine J. Savitt, Bonita C. Stewart, and John J. Tough (Case No. 3:22-cv-04036) (the “Gervat Derivative Action”), filed on July 9, 2022; Tom Heil v. Eli Aheto, Christopher Wendel, Vincent T. Cubbage, Martin Lauber, Katherine J. Savitt, Bonita C. Stewart, John J. Tough, Scott Mercer and Francois P. Chadwick (Case No. 3:22-cv-04239) (the “Heil Derivative Action”), filed on July 21, 2022; Todd Eddy v. Scott Mercer, Francois P. Chadwick, Christopher Wendel, Eli Aheto, Vincent T. Cubbage, Martin Lauber, Katherine J. Savitt, Bonita C. Stewart, and John J. Tough (Case No. 3:22-cv-04342) (the “Eddy Derivative Action”), filed on July 27, 2022; Robert Gennett v. Scott Mercer, Francois P. Chadwick, Christopher Wendel, Eli Aheto, Vincent T. Cubbage, Martin Lauber, Katherine J. Savitt, Bonita C. Stewart, and John J. Tough (Case No. 4:22-cv-04450) (the “Gennett Derivative Action”), filed on August 1, 2022; and LaDreana Edwards v. Scott Mercer, Francois P. Chadwick, Christopher Wendel, Eli Aheto, Vincent T. Cubbage, Martin Lauber, Katherine J. Savitt, Bonita C. Stewart, and John J. Tough (Case No. 1:22-cv-01021-UNA) (the “Edwards Derivative Action” and, together with the Gervat, Heil, Eddy and Gennett Derivative Actions, the “Derivative Actions”), filed on August 1, 2022. The complaints in the Derivative Actions assert similar claims on behalf of the Company against the individual defendants for alleged breach of fiduciary duty and, except in the Gennett Derivative Action, unjust enrichment, abuse of control and waste of corporate assets (except that the complaint in the Edwards Derivative Action asserts no claim of abuse of control against any individual defendant and the claim of unjust enrichment asserted therein is solely against Messrs. Mercer and Wendel) in connection with the alleged materially false and misleading statements at issue in the Shareholder Securities Lawsuits. In addition, the Gervat, Heil, Gennett and Edwards Derivative Actions assert claims against individual defendants Scott Mercer and Francois Chadwick for contribution under Sections 10(b) and 21D of the Securities Exchange Act of 1934, and the Eddy Derivative Action asserts a claim against the individual defendants under Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The complaints in the Gervat and Gennett Derivative Actions also seek to require the individual defendants and the Company to take all necessary actions to reform and improve the Company's corporate governance and internal procedures to comply with applicable law. The Company is unable to estimate the potential loss or range of loss, if any, associated with the Derivative Actions, which could materially and adversely impact its business, results of operations, financial condition, cash flows and prospects. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | The accompanying unaudited condensed consolidated financial statements include the accounts of Volta and its wholly-owned subsidiaries and have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP") for interim financial information. Consistent with these requirements, this Form 10-Q does not include all the information required by GAAP for complete financial statements. |
Consolidation | The unaudited condensed consolidated financial statements and the accompanying notes have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments necessary for a fair statement of the results of operations for the periods presented. |
Reclassifications | Certain prior period amounts have been reclassified to conform to current period presentation. These reclassifications have no effect on previously reported results of operations or loss per share. |
Concentration of risk | The Company mitigates concentration risk by maintaining contracts and agreements with alternative suppliers and is actively expanding its supplier network. |
COVID-19 and supply chain impact | There continues to be widespread impact from the COVID-19 pandemic and the impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets, the global supply chain and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. We have experienced and are experiencing varying levels of inflation resulting in part from various supply chain disruptions, increased shipping and transportation costs, increased raw material and labor costs and other disruptions caused by the COVID-19 pandemic and general global economic conditions. We continue to monitor the ongoing and dynamic impacts of COVID-19, as well as guidance from federal, state and local public health authorities. |
Recent accounting pronouncements | Recently issued accounting pronouncements not yet adopted In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which was subsequently amended by ASU No. 2018-19, ASU No. 2019-04, ASU No. 2019-05, ASU No. 2019-10, ASU 2019-11, and ASU 2022-02. The guidance amended reporting requirements for credit losses for assets held at amortized cost basis and available-for-sale debt securities. For available-for-sale debt securities, credit losses will be presented as an allowance rather than as a write-down. In addition, the length of time a security has been in an unrealized loss position will no longer impact the determination of whether a credit loss exists. ASU 2016-13, as subsequently amended for various technical issues, is effective for smaller reporting companies following private company adoption dates for fiscal years beginning after December 15, 2022, and for interim periods within those fiscal years. If the Company were to lose smaller reporting company status during 2022, |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregation of revenue | The Company disaggregates revenue by major category, as shown below, based on what it believes are the primary economic factors that impact the nature, amount, timing, and uncertainty of revenue and cash flows from these customer contracts. Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Media $ 11,221 $ 6,485 $ 17,339 $ 10,014 Network development 3,577 340 5,791 1,341 Charging network operations 370 1 371 1 Network intelligence 176 117 229 327 Total operating revenue $ 15,344 $ 6,943 $ 23,730 $ 11,683 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial instruments measured at fair value | The following tables present information about the Company’s liabilities that are measured at fair value on a recurring basis. (in thousands) Carrying Amount Total Level 1 Level 2 Level 3 June 30, 2022 Term loan $ 31,996 $ 32,429 $ — $ 32,429 $ — Public warrants 2,500 2,500 2,500 — — Private warrants 1,721 1,721 — — 1,721 Total $ 36,217 $ 36,650 $ 2,500 $ 32,429 $ 1,721 December 31, 2021 Term loan $ 39,995 $ 41,242 $ — $ 41,242 $ — Public warrants 16,036 16,036 16,036 — — Private warrants 11,036 11,036 — — 11,036 Total $ 67,067 $ 68,314 $ 16,036 $ 41,242 $ 11,036 |
Schedule of fair value measurement inputs and valuation techniques | The following table provides quantitative information regarding Level 3 Private Warrants fair value measurements inputs at their measurement dates: June 30, 2022 December 31, 2021 Expected dividend yield — % — % Risk-free interest rate 2.4 % 1.2 % Expected volatility 215.0 % 132.5 % Expected term (in years) 4.2 4.5 |
Schedule of derivative liabilities at fair value | The changes in the fair value of the Private Warrants were as follows: (in thousands) Amount Balance at December 31, 2021 $ 11,036 Decrease in fair value of Private Warrants (9,315) Balance at June 30, 2022 $ 1,721 Balance at December 31, 2020 $ 698 Decrease in fair value of Private Warrants (118) Balance at June 30, 2021 $ 580 |
Condensed Consolidated Financ_2
Condensed Consolidated Financial Statement Details (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of property and equipment | Property and equipment, net: (in thousands) June 30, 2022 December 31, 2021 Charging stations and digital media screens $ 114,751 $ 79,104 Construction in progress: stations 67,919 33,434 Capitalized research and development equipment 2,176 2,689 Development in progress: software 3,756 — Computer and office equipment 1,726 1,545 Leasehold improvements 1,848 856 Capitalized software 888 888 Furniture 229 229 Other fixed assets 4,214 3,736 Total property and equipment 197,507 122,481 Less: accumulated depreciation and amortization (31,190) (24,753) Property and equipment, net $ 166,317 $ 97,728 |
Schedule of finite-lived intangible assets | Intangible assets, net: June 30, 2022 December 31, 2021 (in thousands) Cost Accumulated Amortization Net Cost Accumulated Amortization Net Patent $ 1,244 $ — $ 1,244 $ — $ — $ — Intellectual property 1,200 953 247 1,200 557 643 $ 2,444 $ 953 $ 1,491 $ 1,200 $ 557 $ 643 |
Schedule of depreciation and amortization | Depreciation and amortization: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Depreciation $ 4,418 $ 2,370 $ 7,915 $ 4,543 Intangible amortization 199 153 397 153 Total depreciation and amortization $ 4,617 $ 2,523 $ 8,312 $ 4,696 |
Schedule of future amortization expense for intangible assets | Estimated future amortization expense for intangible assets is as follows: (in thousands) June 30, 2022 Remainder of 2022 $ 316 2023 138 2024 138 2025 138 2026 138 Thereafter 623 Total $ 1,491 |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities: (in thousands) June 30, 2022 December 31, 2021 Charging station expenses $ 12,524 $ 5,393 Employee related expenses 6,238 9,239 Lease incentive liability 1,947 2,354 Severance 1,574 — Accrued interest — 1,294 Deposit liability — 850 Other 1,018 1,038 Total accrued expenses and other current liabilities $ 23,301 $ 20,168 |
Schedule of supplemental cash flows information | The following tables provide details of selected cash flow information: Changes in operating assets and liabilities: Six Months Ended June 30, (in thousands) 2022 2021 Accounts receivable $ (6,266) $ (2,033) Inventory 381 1,151 Prepaid expenses and other current assets (249) (7,268) Prepaid partnership costs (1,324) (726) Operating lease right-of-use assets (22,453) (7,217) Other noncurrent assets (106) 9 Accounts payable (2,752) 3,471 Accrued expenses and other current liabilities 2,160 (7,127) Accrued interest (1,294) (1,391) Deferred revenue 3,431 (401) Operating lease liability 18,603 6,008 Other noncurrent liabilities 4,956 300 Total change in operating assets and liabilities: $ (4,913) $ (15,224) Supplemental disclosures of cash flow information: Six Months Ended June 30, (in thousands) 2022 2021 Cash paid for interest $ 3,637 $ 3,070 Cash paid for taxes $ — $ 24 Non-cash investing and financing activities: Six Months Ended June 30, (in thousands) 2022 2021 Purchases of property and equipment not yet settled $ 24,789 $ 11,810 Initial recognition of operating lease right-of-use asset $ 22,682 $ 7,298 Initial recognition of operating lease liability $ 22,205 $ 6,934 Common stock issued for acquisition of 2Predict $ — $ 1,221 Issuance of common stock for patent acquisition $ 369 $ — Stock-based compensation capitalized to internal-use software $ 394 $ — |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Outstanding debt is as follows: (in thousands) June 30, 2022 December 31, 2021 Term loan payable (a) (b) $ 32,666 $ 40,833 Less: term loan - current portion (15,998) (15,998) Less: unamortized debt issuance costs (670) (838) Term loan payable - noncurrent portion $ 15,998 $ 23,997 (a) The term loan bears interest on the total outstanding balance at 12.0% per annum and is secured by certain qualifying assets of the Company. Principal payments are due in equal monthly installments beginning on July 1, 2021 and matures on June 19, 2024. (b) Accrued interest on the term loan payable was $0.0 million and $1.3 million at June 30, 2022 and December 31, 2021, respectively. |
Schedule of maturities of long-term debt | Future payments for the term loan are as follows: (in thousands) June 30, 2022 Remainder of 2022 $ 8,167 2023 16,333 2024 8,166 Total $ 32,666 |
Stock Incentive Plans and Equ_2
Stock Incentive Plans and Equity Awards (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Schedule of common stock, capital shares reserved for future issuance | Shares reserved for issuance The Company has the following shares of common stock reserved for issuance, on an as-if converted basis: June 30, 2022 December 31, 2021 Shares available for grant – 2021 Equity incentive plan 22,116,450 14,357,382 Unvested restricted stock units 20,777,716 29,688,046 Legacy Volta Class A common stock warrants 9,773,835 9,773,835 Options outstanding 9,151,773 11,464,745 Outstanding Public Warrants 8,621,440 8,621,440 Outstanding Private Warrants 5,933,333 5,933,333 Shares available for purchase - 2021 ESPP plan 3,715,944 3,715,944 Total shares of common stock reserved 80,090,491 83,554,725 |
Schedule of option award activity | Stock option activity is as follows: Number of options outstanding Weighted-average exercise price per share Weighted-average remaining contractual life ( in years ) Aggregate intrinsic value (in thousands) Balance at December 31, 2021 11,464,764 2.66 8.3 $ 53,695 Options granted — — — — Options exercised (525,150) 0.71 Options forfeited (1,721,637) 2.40 Options expired (66,204) 1.12 Balance at June 30, 2022 9,151,773 2.69 6.9 $ 1,999 Options vested and exercisable as of December 31, 2021 4,830,158 $ 1.30 7.4 $ 29,176 Options vested and exercisable as of June 30, 2022 5,910,449 $ 1.97 6.0 $ 1,818 |
Schedule of restricted stock unit activity | A summary of RSU activity for the six months ended June 30, 2022 is as follows: Number of shares Service-based Performance-based Market-based Total Weighted-average grant date fair value Balance at December 31, 2021 16,291,266 3,375,000 10,021,743 29,688,009 $ 10.70 RSUs granted 11,692,740 — 111,168 11,803,908 3.19 RSUs vested (10,500,000) — — (10,500,000) 9.30 RSUs forfeited (6,752,737) (3,375,000) (86,464) (10,214,201) 9.90 Balance at June 30, 2022 10,731,269 — 10,046,447 20,777,716 $ 4.18 |
Schedule of share-based payment award, stock options, valuation assumptions | The following weighted-average assumptions were used in calculating fair values of market-based RSUs during the six months ended June 30, 2022: Market-based RSUs Expected dividend yield — % Risk-free interest rate 1.5 % Expected volatility 90.0 % Expected term (in years) 4.6 Six months ended June 30, 2022 Expected dividend yield — % Risk-free interest rate 1.2% - 2.9% Expected volatility 52.4% - 61.9% Expected term (in years) 0.3 - 8.6 Assumptions used to calculate incremental expense for the modified market-based RSUs using a Monte Carlo valuation during the six months ended June 30, 2022 were as follows: Six Months Ended June 30, 2022 Expected dividend yield — % Risk-free interest rate 2.5 % Expected volatility 90.0 % Expected term (in years) 4.4 |
Schedule of stock-based compensation expense | The components of stock-based compensation expense recorded with respect to the modified awards is as follows: (in thousands) Six Months Ended June 30, 2022 Reversal of previously recorded RSU expense $ (605) Incremental expense for modified RSUs 1,018 Incremental expense for modified stock options 804 Total stock-based compensation expense $ 1,217 Components of stock-based compensation expense recorded for modified awards is as follows: Six Months Ended June 30, 2022 (in thousands) Chris Wendel Scott Mercer (a) Reversal of previously recorded market-based RSU expense $ (9,879) $ (11,526) Incremental expense for modified market-based RSUs 13,290 15,505 Incremental expense for modified stock options 3,662 3,451 Total stock-based compensation expense $ 7,073 $ 7,430 (a) For Mr. Mercer's stock options, the Company recorded stock-based compensation expense of $0.1 million for the six months ended June 30, 2022 for awards that continued to vest until his termination on April 15, 2022. |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share, basic and diluted | The following table presents basic and diluted net loss per share (in thousands, except share and per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Class A Common Shares Class B Common Shares Class A Common Shares Class B Common Shares Class A Common Shares Class B Common Shares Class A Common Shares Class B Common Shares Numerator: Net loss $ (37,403) $ (31) $ (12,173) $ (8,411) $ (80,986) $ (4,597) $ (47,477) $ (38,278) Denominator: Basic shares (a) : Weighted-average common shares outstanding - basic 167,240,447 140,369 11,192,179 7,733,885 160,477,617 9,109,265 9,592,405 7,733,885 Diluted shares (a) : Weighted-average common shares outstanding - diluted 167,240,447 140,369 11,192,179 7,733,885 160,477,617 9,109,265 9,592,405 7,733,885 Net loss per share attributable to common stockholders: Basic $ (0.22) $ (0.22) $ (1.09) $ (1.09) $ (0.50) $ (0.50) $ (4.95) $ (4.95) Diluted $ (0.22) $ (0.22) $ (1.09) $ (1.09) $ (0.50) $ (0.50) $ (4.95) $ (4.95) (a) As a result of the Reverse Recapitalization, the weighted-average shares of common stock outstanding has been retroactively adjusted by multiplying the exchange ratio of 1.2135 to determine the number of redeemable convertible preferred stock converted to common stock and is included in the basic and diluted net loss per share calculation. |
Schedule of antidilutive securities excluded from computation of earnings per share | The following weighted average shares of the potentially dilutive outstanding securities for the three and six months ended June 30, 2022 and 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. June 30, 2022 June 30, 2021 Anti-dilutive securities: Outstanding stock options 9,151,773 11,654,295 Non plan option grants — 188,767 Convertible preferred stock — 81,215,956 Warrants for common stock 24,328,608 9,974,065 Warrants for preferred stock — 190,210 Options and RSAs exercised under notes receivables — 13,746,080 Unvested RSUs 20,777,716 — Total anti-dilutive securities 54,258,097 116,969,373 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of maturity of operating lease liability | The Company is a lessee in several noncancellable operating leases, primarily for office space and the use of spaces for EV charging stations. Future payments of noncancellable operating lease liabilities is as follows: (in thousands) June 30, 2022 Remainder of 2022 $ 8,899 2023 17,905 2024 17,607 2025 16,096 2026 15,057 Thereafter 54,725 Total future payments 130,289 Less imputed interest (41,313) Total lease liabilities $ 88,976 |
Description of Business (Detail
Description of Business (Details) | Aug. 26, 2021 $ / shares |
Legacy Volta Class A common stock warrants | |
Class of Warrant or Right [Line Items] | |
Trading price (in dollars per share) | $ 11.50 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Concentration of risk (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Customer Concentration Risk | Accounts Receivable | Customer One | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 19.80% | 18.70% | |||
Customer Concentration Risk | Accounts Receivable | Customer Two | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 18.20% | 22% | |||
Customer Concentration Risk | Accounts Receivable | Customer Three | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 30.50% | ||||
Customer Concentration Risk | Revenue from Contract with Customer | Customer One | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 22.60% | 24% | 23.70% | 21.50% | |
Customer Concentration Risk | Revenue from Contract with Customer | Customer Two | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 17.70% | 23.20% | 16.10% | 14.30% | |
Customer Concentration Risk | Revenue from Contract with Customer | Customer Three | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 10% | 10.40% | 12% | ||
Customer Concentration Risk | Revenue from Contract with Customer | Customer Four | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 11.40% | ||||
Supplier Concentration Risk | Accounts Payable | Supplier One | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 0% | 0% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Liquidity concern (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2019 |
Debt Instrument [Line Items] | |||
Term loan payable, net of unamortized issuance costs - current | $ 15,998 | $ 15,998 | |
Term loan payable | Secured Debt | |||
Debt Instrument [Line Items] | |||
Term loan payable | 32,666 | 40,833 | |
Interest rate, possible increase | 3% | ||
Term loan payable, net of unamortized issuance costs - current | 15,998 | $ 15,998 | |
Term loan payable | Secured Debt | If Additional Capital is not Raised in Future Periods | |||
Debt Instrument [Line Items] | |||
Term loan payable, net of unamortized issuance costs - current | $ 16,300 |
Revenue - Schedule of disaggreg
Revenue - Schedule of disaggregation of revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Total operating revenue | $ 15,344 | $ 6,943 | $ 23,730 | $ 11,683 |
Media | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Total operating revenue | 11,221 | 6,485 | 17,339 | 10,014 |
Network development | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Total operating revenue | 3,577 | 340 | 5,791 | 1,341 |
Charging network operations | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Total operating revenue | 370 | 1 | 371 | 1 |
Network intelligence | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Total operating revenue | $ 176 | $ 117 | $ 229 | $ 327 |
Revenue - Additional informatio
Revenue - Additional information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |||||
Decrease in payables to customers | $ (25,000) | $ (10,600) | $ (300,000) | $ (200,000) | |
Remaining performance obligation, amount | $ 31,500,000 | $ 31,500,000 | $ 31,400,000 | ||
Percent of remaining performance obligations to be recognized as revenues next twelve months | 47.80% | 47.80% | |||
Revenue recognized | $ 3,300,000 | $ 200,000 | $ 5,300,000 | $ 1,000,000 | |
Contract with customer, liability | 13,700,000 | 13,700,000 | |||
Deferred revenue | 12,571,000 | 12,571,000 | 8,450,000 | ||
Unbilled receivables | $ 3,300,000 | $ 3,300,000 | $ 800,000 |
Fair Value Measurements - Deriv
Fair Value Measurements - Derivative instruments at fair value (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Liabilities | $ 1,721 | $ 11,036 | $ 580 | $ 698 |
Level 1 | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Liabilities | 2,500 | 16,036 | ||
Level 1 | Public warrants | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Liabilities | 2,500 | 16,036 | ||
Level 1 | Private warrants | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Liabilities | 0 | 0 | ||
Level 1 | Term loan | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Liabilities | 0 | 0 | ||
Level 2 | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Liabilities | 32,429 | 41,242 | ||
Level 2 | Public warrants | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Liabilities | 0 | 0 | ||
Level 2 | Private warrants | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Liabilities | 0 | 0 | ||
Level 2 | Term loan | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Liabilities | 32,429 | 41,242 | ||
Level 3 | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Liabilities | 1,721 | 11,036 | ||
Level 3 | Public warrants | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Liabilities | 0 | 0 | ||
Level 3 | Private warrants | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Liabilities | 1,721 | 11,036 | ||
Level 3 | Term loan | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Liabilities | 0 | 0 | ||
Carrying Amount | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Liabilities | 36,217 | 67,067 | ||
Carrying Amount | Public warrants | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Liabilities | 2,500 | 16,036 | ||
Carrying Amount | Private warrants | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Liabilities | 1,721 | 11,036 | ||
Carrying Amount | Term loan | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Liabilities | 31,996 | 39,995 | ||
Total | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Liabilities | 36,650 | 68,314 | ||
Total | Public warrants | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Liabilities | 2,500 | 16,036 | ||
Total | Private warrants | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Liabilities | 1,721 | 11,036 | ||
Total | Term loan | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Liabilities | $ 32,429 | $ 41,242 |
Fair Value Measurements - Quant
Fair Value Measurements - Quantitative information (Details) - Level 3 | Jun. 30, 2022 | Dec. 31, 2021 |
Expected dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0 | 0 |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.024 | 0.012 |
Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 2.150 | 1.325 |
Expected term (in years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected term (in years) | 4 years 2 months 12 days | 4 years 6 months |
Fair Value Measurements - Addit
Fair Value Measurements - Additional information (Details) | Jun. 30, 2022 $ / shares |
Public warrants | |
Class of Warrant or Right [Line Items] | |
Trading price (in dollars per share) | $ 0.29 |
Fair value Measurements - Chang
Fair value Measurements - Changes in fair value (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Changes In Fair Value Of Warrant Liabilities [Roll Forward] | ||
Beginning balance | $ 11,036 | $ 698 |
Decrease in fair value of private warrants | (9,315) | (118) |
Ending balance | $ 1,721 | $ 580 |
Condensed Consolidated Financ_3
Condensed Consolidated Financial Statement - Schedule of property and equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 197,507 | $ 122,481 |
Less: accumulated depreciation and amortization | (31,190) | (24,753) |
Property and equipment, net | 166,317 | 97,728 |
Charging stations and digital media screens | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 114,751 | 79,104 |
Construction in progress: stations | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 67,919 | 33,434 |
Capitalized research and development equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 2,176 | 2,689 |
Development in progress: software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 3,756 | 0 |
Computer and office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,726 | 1,545 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,848 | 856 |
Capitalized software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 888 | 888 |
Furniture | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 229 | 229 |
Other fixed assets | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 4,214 | $ 3,736 |
Condensed Consolidated Financ_4
Condensed Consolidated Financial Statement - Additional information (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Patent | |||||
Property, Plant and Equipment [Line Items] | |||||
Intangible assets acquired | $ 1.2 | ||||
Definite-lived intangible asset, useful life | 9 years | ||||
Construction in progress: stations | |||||
Property, Plant and Equipment [Line Items] | |||||
Other cost and expense | $ 2 | $ 0.7 | $ 2.4 | $ 0.9 |
Condensed Consolidated Financ_5
Condensed Consolidated Financial Statement - Schedule of finite-lived intangible assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 2,444 | $ 1,200 |
Accumulated Amortization | 953 | 557 |
Total | 1,491 | 643 |
Patent | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,244 | 0 |
Accumulated Amortization | 0 | 0 |
Total | 1,244 | 0 |
Intellectual property | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,200 | 1,200 |
Accumulated Amortization | 953 | 557 |
Total | $ 247 | $ 643 |
Condensed Consolidated Financ_6
Condensed Consolidated Financial Statement - Schedule of depreciation and amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation | $ 4,418 | $ 2,370 | $ 7,915 | $ 4,543 |
Intangible amortization | 199 | 153 | 397 | 153 |
Total depreciation and amortization | $ 4,617 | $ 2,523 | $ 8,312 | $ 4,696 |
Condensed Consolidated Financ_7
Condensed Consolidated Financial Statement - Schedule of future amortization expense for intangible assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Remainder of 2022 | $ 316 | |
2023 | 138 | |
2024 | 138 | |
2025 | 138 | |
2026 | 138 | |
Thereafter | 623 | |
Total | $ 1,491 | $ 643 |
Condensed Consolidated Financ_8
Condensed Consolidated Financial Statement - Schedule of accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Charging station expenses | $ 12,524 | $ 5,393 |
Employee related expenses | 6,238 | 9,239 |
Lease incentive liability | 1,947 | 2,354 |
Severance | 1,574 | 0 |
Accrued interest | 0 | 1,294 |
Deposit liability | 0 | 850 |
Other | 1,018 | 1,038 |
Accrued expenses and other current liabilities | $ 23,301 | $ 20,168 |
Condensed Consolidated Financ_9
Condensed Consolidated Financial Statement - Schedule of supplemental cash flows information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Accounts receivable | $ (6,266,000) | $ (2,033,000) | ||
Inventory | 381,000 | 1,151,000 | ||
Prepaid expenses and other current assets | (249,000) | (7,268,000) | ||
Prepaid partnership costs | (1,324,000) | (726,000) | ||
Operating lease right-of-use assets | (22,453,000) | (7,217,000) | ||
Other noncurrent assets | (106,000) | 9,000 | ||
Accounts payable | (2,752,000) | 3,471,000 | ||
Accrued expenses and other current liabilities | 2,160,000 | (7,127,000) | ||
Accrued interest | (1,294,000) | (1,391,000) | ||
Deferred revenue | 3,431,000 | (401,000) | ||
Operating lease liability | 18,603,000 | 6,008,000 | ||
Other noncurrent liabilities | 4,956,000 | 300,000 | ||
Total change in operating assets and liabilities: | 4,913,000 | 15,224,000 | ||
Cash paid for interest | 3,637,000 | 3,070,000 | ||
Cash paid for taxes | 0 | 24,000 | ||
Purchases of property and equipment not yet settled | 24,789,000 | 11,810,000 | ||
Initial recognition of operating lease right-of-use asset | 22,682,000 | 7,298,000 | ||
Initial recognition of operating lease liability | 22,205,000 | 6,934,000 | ||
Stock-based compensation capitalized to internal-use software | 394,000 | 0 | ||
Business Acquisition [Line Items] | ||||
Issuance of common stock for acquisition | $ 369,000 | $ 1,220,000 | 369,000 | 1,220,000 |
2Predict, Inc. | ||||
Business Acquisition [Line Items] | ||||
Issuance of common stock for acquisition | 0 | 1,221,000 | ||
Patent | ||||
Business Acquisition [Line Items] | ||||
Issuance of common stock for acquisition | $ 369,000 | $ 0 |
Debt - Schedule of long-term de
Debt - Schedule of long-term debt (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Less: term loan - current portion | $ (15,998) | $ (15,998) |
Term loan payable, net of unamortized issuance costs and current term loan payable | 15,998 | 23,997 |
Term loan payable | Secured Debt | ||
Debt Instrument [Line Items] | ||
Term loan payable | 32,666 | 40,833 |
Less: term loan - current portion | (15,998) | (15,998) |
Less: unamortized debt issuance costs | (670) | (838) |
Term loan payable, net of unamortized issuance costs and current term loan payable | $ 15,998 | 23,997 |
Interest rate | 12% | |
Accrued interest | $ 0 | $ 1,300 |
Debt - Additional information (
Debt - Additional information (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |
May 31, 2022 | Jun. 30, 2022 | Jun. 30, 2019 | |
Debt Instrument [Line Items] | |||
Required deposits | $ 3,300,000 | ||
Maximum | |||
Debt Instrument [Line Items] | |||
Funds held in escrow as percent of investments in foreign subsidiaries | 125% | ||
Term loan payable | Secured Debt | |||
Debt Instrument [Line Items] | |||
Face amount of debt | $ 49,000,000 | ||
Repayments of debt | $ 8,200,000 | ||
Interest rate, possible increase | 3% |
Debt - Schedule of maturities o
Debt - Schedule of maturities of long-term debt (Details) - Term loan payable - Secured Debt - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Remainder of 2022 | $ 8,167 | |
2023 | 16,333 | |
2024 | 8,166 | |
Total | $ 32,666 | $ 40,833 |
Warrants (Details)
Warrants (Details) - shares | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | |||
Warrants exercised (in shares) | 0 | 0 | |
Legacy Volta Class A common stock warrants | Legacy Volta | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding (in shares) | 9,773,835 | 9,773,835 | 9,773,835 |
Private warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding (in shares) | 5,933,333 | 5,933,333 | 5,933,333 |
Public warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding (in shares) | 8,621,440 | 8,621,440 | 8,621,440 |
Stock Incentive Plans and Equ_3
Stock Incentive Plans and Equity Awards - Shares reserved for issuance (Details) - shares | Jun. 30, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Shares reserved for issuance (in shares) | 80,090,491 | 83,554,725 |
Options outstanding | ||
Class of Stock [Line Items] | ||
Shares reserved for issuance (in shares) | 9,151,773 | 11,464,745 |
Unvested RSUs | ||
Class of Stock [Line Items] | ||
Shares reserved for issuance (in shares) | 20,777,716 | 29,688,046 |
Legacy Volta Class A common stock warrants | ||
Class of Stock [Line Items] | ||
Shares reserved for issuance (in shares) | 9,773,835 | 9,773,835 |
Outstanding Public Warrants | ||
Class of Stock [Line Items] | ||
Shares reserved for issuance (in shares) | 8,621,440 | 8,621,440 |
Outstanding Private Warrants | ||
Class of Stock [Line Items] | ||
Shares reserved for issuance (in shares) | 5,933,333 | 5,933,333 |
Shares available for grant – 2021 Equity incentive plan | ||
Class of Stock [Line Items] | ||
Shares reserved for issuance (in shares) | 22,116,450 | 14,357,382 |
Shares available for purchase - 2021 ESPP plan | ||
Class of Stock [Line Items] | ||
Shares reserved for issuance (in shares) | 3,715,944 | 3,715,944 |
Stock Incentive Plans and Equ_4
Stock Incentive Plans and Equity Awards - Shares reserved for issuance - Narrative (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Apr. 01, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share purchases, employee stock purchase plan (in shares) | 0 | 0 | ||
Shares reserved for issuance (in shares) | 80,090,491 | 80,090,491 | 83,554,725 | |
Common Stock | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Issuance of common stock upon the settlement of vested restricted stock units, net of shares withheld for taxes (in shares) | 5,342,874 | 5,343,000 | 5,343,000 | |
Restricted Stock Units | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Grants in period (in shares) | 11,803,908 | |||
Vested in period (in shares) | 10,500,000 | |||
The Founders | Restricted Stock Units | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Grants in period (in shares) | 10,500,000 | 10,500,000 | ||
Vested in period (in shares) | 10,500,000 | |||
Shares available for grant – 2021 Equity incentive plan | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Shares reserved for issuance (in shares) | 22,116,450 | 22,116,450 | 14,357,382 |
Stock Incentive Plans and Equ_5
Stock Incentive Plans and Equity Awards - Option reward activity (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Number of options outstanding | ||
Beginning balance (in shares) | shares | 11,464,764 | |
Options granted (in shares) | shares | 0 | |
Options exercised (in shares) | shares | (525,150) | |
Options forfeited (in shares) | shares | (1,721,637) | |
Options expired (in shares) | shares | (66,204) | |
Ending balance (in shares) | shares | 9,151,773 | 11,464,764 |
Weighted-average exercise price per share | ||
Beginning balance (in dollars per share) | $ / shares | $ 2.66 | |
Options granted (in dollars per share) | $ / shares | 0 | |
Options exercised (in dollars per share) | $ / shares | 0.71 | |
Options forfeited (in dollars per share) | $ / shares | 2.40 | |
Options expired (in dollars per share) | $ / shares | 1.12 | |
Ending balance (in dollars per share) | $ / shares | $ 2.69 | $ 2.66 |
Weighted-average remaining contractual life (years) | 6 years 10 months 24 days | 8 years 3 months 18 days |
Aggregate intrinsic value | $ | $ 1,999 | $ 53,695 |
Options vested, Number of options outstanding (in shares) | shares | 5,910,449 | 4,830,158 |
Options exercisable, Number of options outstanding (in shares) | shares | 5,910,449 | 4,830,158 |
Options vested, Weighted-average exercise price per share (in dollars per share) | $ / shares | $ 1.97 | $ 1.30 |
Options exercisable, Weighted-average exercise price per share (in dollars per share) | $ / shares | $ 1.97 | $ 1.30 |
Options vested, Weighted-average remaining contractual life (years) | 6 years | 7 years 4 months 24 days |
Options exercisable, Weighted-average remaining contractual life (years) | 6 years | 7 years 4 months 24 days |
Options vested, Aggregate intrinsic value | $ | $ 1,818 | $ 29,176 |
Options exercisable, Aggregate intrinsic value | $ | $ 1,818 | $ 29,176 |
Stock Incentive Plans and Equ_6
Stock Incentive Plans and Equity Awards - Stock option activity - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Employees | ||||
Class of Stock [Line Items] | ||||
Total fair value of options vested | $ 2.7 | $ 0.6 | $ 5.7 | $ 5.7 |
Stock Incentive Plans and Equ_7
Stock Incentive Plans and Equity Awards - Restricted stock units activity (Details) | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Restricted Stock Units | |
Number of shares | |
Beginning balance (in shares) | 29,688,009 |
RSUs Granted (in shares) | 11,803,908 |
RSUs vested (in shares) | (10,500,000) |
RSUs forfeited (in shares) | (10,214,201) |
Ending balance (in shares) | 20,777,716 |
Weighted-average grant date fair value | |
Beginning balance (in dollars per share) | $ / shares | $ 10.70 |
RSUs granted (in dollars per share) | $ / shares | 3.19 |
RSUs vested (in dollars per share) | $ / shares | 9.30 |
RSUs forfeited (in dollars per share) | $ / shares | 9.90 |
Ending balance (in dollars per share) | $ / shares | $ 4.18 |
Service-based | |
Number of shares | |
Beginning balance (in shares) | 16,291,266 |
RSUs Granted (in shares) | 11,692,740 |
RSUs vested (in shares) | (10,500,000) |
RSUs forfeited (in shares) | (6,752,737) |
Ending balance (in shares) | 10,731,269 |
Performance-based | |
Number of shares | |
Beginning balance (in shares) | 3,375,000 |
RSUs Granted (in shares) | 0 |
RSUs vested (in shares) | 0 |
RSUs forfeited (in shares) | (3,375,000) |
Ending balance (in shares) | 0 |
Market-based | |
Number of shares | |
Beginning balance (in shares) | 10,021,743 |
RSUs Granted (in shares) | 111,168 |
RSUs vested (in shares) | 0 |
RSUs forfeited (in shares) | (86,464) |
Ending balance (in shares) | 10,046,447 |
Restricted Stock | |
Number of shares | |
RSUs Granted (in shares) | 0 |
Stock Incentive Plans and Equ_8
Stock Incentive Plans and Equity Awards - Restricted stock units - Narrative (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Apr. 01, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
Mr. Mercer | ||||
Class of Stock [Line Items] | ||||
Shares withheld for tax withholding obligation (in shares) | 2,579,585 | |||
Mr. Mercer | Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Grants in period (in shares) | 2,670,415 | |||
Mr. Wendel | ||||
Class of Stock [Line Items] | ||||
Shares withheld for tax withholding obligation (in shares) | 2,577,541 | |||
Mr. Wendel | Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Grants in period (in shares) | 2,672,459 | |||
Restricted Stock Units | ||||
Class of Stock [Line Items] | ||||
Grants in period (in shares) | 11,803,908 | |||
Restricted Stock Units | The Founders | ||||
Class of Stock [Line Items] | ||||
Grants in period (in shares) | 10,500,000 | 10,500,000 | ||
Restricted Stock Units | Mr. Mercer | ||||
Class of Stock [Line Items] | ||||
Grants in period (in shares) | 923,695 | 4,000,000 | ||
Restricted Stock Units | Mr. Wendel | ||||
Class of Stock [Line Items] | ||||
Grants in period (in shares) | 742,972 | 2,750,000 |
Stock Incentive Plans and Equ_9
Stock Incentive Plans and Equity Awards - Stock-based compensation and expense - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Class of Stock [Line Items] | ||||
Total stock-based compensation expense | $ 6,300,000 | $ 1,300,000 | $ 22,800,000 | $ 46,800,000 |
Amount capitalized | 394,000 | $ 0 | ||
Total unrecognized compensation cost | 55,900,000 | $ 55,900,000 | ||
Options granted (in shares) | 0 | |||
Computer and office equipment | ||||
Class of Stock [Line Items] | ||||
Amount capitalized | 400,000 | $ 400,000 | ||
Market-based | ||||
Class of Stock [Line Items] | ||||
Total stock-based compensation expense | 9,300,000 | |||
Performance-based | ||||
Class of Stock [Line Items] | ||||
Total stock-based compensation expense | 0 | |||
ESPP | ||||
Class of Stock [Line Items] | ||||
Total unrecognized compensation cost | 10,000,000 | $ 10,000,000 | ||
Weighted-average period of total unrecognized compensation cost, in years | 2 years 7 months 6 days | |||
Restricted Stock Units | ||||
Class of Stock [Line Items] | ||||
Total unrecognized compensation cost | $ 45,900,000 | $ 45,900,000 | ||
Weighted-average period of total unrecognized compensation cost, in years | 2 years 6 months |
Stock Incentive Plans and Eq_10
Stock Incentive Plans and Equity Awards - Schedule of significant modifications (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Class of Stock [Line Items] | |||||
Total stock-based compensation expense | $ 6,300 | $ 1,300 | $ 22,800 | $ 46,800 | |
Mr. Wendel | |||||
Class of Stock [Line Items] | |||||
Total stock-based compensation expense | 7,073 | ||||
Mr. Mercer | |||||
Class of Stock [Line Items] | |||||
Total stock-based compensation expense | $ 100 | 7,430 | |||
Restricted Stock Units | |||||
Class of Stock [Line Items] | |||||
Reversal of previously recorded market-based RSU expense | (605) | ||||
Incremental expense for modified award | 1,018 | ||||
Restricted Stock Units | Mr. Wendel | |||||
Class of Stock [Line Items] | |||||
Total stock-based compensation expense | $ 700 | ||||
Restricted Stock Units | Mr. Mercer | |||||
Class of Stock [Line Items] | |||||
Total stock-based compensation expense | $ 1,000 | ||||
Options outstanding | |||||
Class of Stock [Line Items] | |||||
Incremental expense for modified award | 804 | ||||
Options outstanding | Mr. Wendel | |||||
Class of Stock [Line Items] | |||||
Incremental expense for modified award | 3,662 | ||||
Options outstanding | Mr. Mercer | |||||
Class of Stock [Line Items] | |||||
Incremental expense for modified award | 3,451 | ||||
Modified awards | |||||
Class of Stock [Line Items] | |||||
Total stock-based compensation expense | 1,217 | ||||
Market-based | |||||
Class of Stock [Line Items] | |||||
Total stock-based compensation expense | 9,300 | ||||
Market-based | Mr. Wendel | |||||
Class of Stock [Line Items] | |||||
Reversal of previously recorded market-based RSU expense | (9,879) | ||||
Incremental expense for modified award | 13,290 | ||||
Market-based | Mr. Mercer | |||||
Class of Stock [Line Items] | |||||
Reversal of previously recorded market-based RSU expense | (11,526) | ||||
Incremental expense for modified award | $ 15,505 |
Stock Incentive Plans and Eq_11
Stock Incentive Plans and Equity Awards - Assumptions (Details) | 6 Months Ended |
Jun. 30, 2022 | |
Market-based | |
Class of Stock [Line Items] | |
Expected dividend yield | 0% |
Risk-free interest rate | 1.50% |
Expected volatility | 90% |
Expected term (in years) | 4 years 7 months 6 days |
Market-based | The Founders | |
Class of Stock [Line Items] | |
Expected dividend yield | 0% |
Risk-free interest rate | 2.50% |
Expected volatility | 90% |
Expected term (in years) | 4 years 4 months 24 days |
Modified Vested Stock Options | |
Class of Stock [Line Items] | |
Expected dividend yield | 0% |
Modified Vested Stock Options | Minimum | |
Class of Stock [Line Items] | |
Risk-free interest rate | 1.20% |
Expected volatility | 52.40% |
Expected term (in years) | 3 months 18 days |
Modified Vested Stock Options | Maximum | |
Class of Stock [Line Items] | |
Risk-free interest rate | 2.90% |
Expected volatility | 61.90% |
Expected term (in years) | 8 years 7 months 6 days |
Stock Incentive Plans and Eq_12
Stock Incentive Plans and Equity Awards - Significant modifications and compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Nov. 15, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Class of Stock [Line Items] | |||||||
Post-termination exercise period | 90 days | ||||||
Total stock-based compensation expense | $ 6,300 | $ 1,300 | $ 22,800 | $ 46,800 | |||
Mr. Mercer | |||||||
Class of Stock [Line Items] | |||||||
Total stock-based compensation expense | $ 100 | 7,430 | |||||
Mr. Wendel | |||||||
Class of Stock [Line Items] | |||||||
Total stock-based compensation expense | $ 7,073 | ||||||
Market-based | |||||||
Class of Stock [Line Items] | |||||||
Grants in period (in shares) | 111,168 | ||||||
Total stock-based compensation expense | $ 9,300 | ||||||
Market-based | Mr. Mercer | |||||||
Class of Stock [Line Items] | |||||||
Grants in period (in shares) | 5,250,000 | ||||||
Market-based | Mr. Wendel | |||||||
Class of Stock [Line Items] | |||||||
Grants in period (in shares) | 4,500,000 | ||||||
Restricted Stock Units | |||||||
Class of Stock [Line Items] | |||||||
Grants in period (in shares) | 11,803,908 | ||||||
Restricted Stock Units | Mr. Mercer | |||||||
Class of Stock [Line Items] | |||||||
Grants in period (in shares) | 923,695 | 4,000,000 | |||||
Total stock-based compensation expense | $ 1,000 | ||||||
Restricted Stock Units | Mr. Wendel | |||||||
Class of Stock [Line Items] | |||||||
Grants in period (in shares) | 742,972 | 2,750,000 | |||||
Total stock-based compensation expense | $ 700 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) $ / shares shares | |
Class of Stock [Line Items] | ||||
Net loss | $ | $ (37,434) | $ (20,584) | $ (85,583) | $ (85,755) |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities (in shares) | 54,258,097 | 116,969,373 | ||
Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Net loss | $ | $ (37,403) | $ (12,173) | $ (80,986) | $ (47,477) |
Weighted-average common shares, basic (in shares) | 167,240,447 | 11,192,179 | 160,477,617 | 9,592,405 |
Weighted-average common shares, diluted (in shares) | 167,240,447 | 11,192,179 | 160,477,617 | 9,592,405 |
Net loss per share attributable to common stockholders: | ||||
Basic (in dollars per share) | $ / shares | $ (0.22) | $ (1.09) | $ (0.50) | $ (4.95) |
Diluted (in dollars per share) | $ / shares | $ (0.22) | $ (1.09) | $ (0.50) | $ (4.95) |
Class B Common Stock | ||||
Class of Stock [Line Items] | ||||
Net loss | $ | $ (31) | $ (8,411) | $ (4,597) | $ (38,278) |
Weighted-average common shares, basic (in shares) | 140,369 | 7,733,885 | 9,109,265 | 7,733,885 |
Weighted-average common shares, diluted (in shares) | 140,369 | 7,733,885 | 9,109,265 | 7,733,885 |
Net loss per share attributable to common stockholders: | ||||
Basic (in dollars per share) | $ / shares | $ (0.22) | $ (1.09) | $ (0.50) | $ (4.95) |
Diluted (in dollars per share) | $ / shares | $ (0.22) | $ (1.09) | $ (0.50) | $ (4.95) |
Series A Redeemable Convertible Preferred Stock | ||||
Net loss per share attributable to common stockholders: | ||||
Recapitalization, exchange ratio | 1.2135 | 1.2135 | ||
Outstanding stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities (in shares) | 9,151,773 | 11,654,295 | ||
Non plan option grants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities (in shares) | 0 | 188,767 | ||
Convertible preferred stock | Redeemable Convertible Preferred Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities (in shares) | 0 | 81,215,956 | ||
Warrant for preferred/common stock | Redeemable Convertible Preferred Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities (in shares) | 0 | 190,210 | ||
Warrant for preferred/common stock | Common Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities (in shares) | 24,328,608 | 9,974,065 | ||
Options and RSAs exercised under notes receivables | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities (in shares) | 0 | 13,746,080 | ||
Unvested RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities (in shares) | 20,777,716 | 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Loss Contingencies [Line Items] | ||||
Long-term purchase commitments | $ 1.9 | |||
Contributions by employer | $ 0.4 | $ 0.2 | 0.5 | $ 0.5 |
Volta benefit plan | 0.5 | 0.5 | ||
Operating lease, lease not yet commenced | $ 11.2 | $ 11.2 | ||
Minimum | ||||
Loss Contingencies [Line Items] | ||||
Operating lease, term of contract | 4 years | 4 years | ||
Maximum | ||||
Loss Contingencies [Line Items] | ||||
Operating lease, term of contract | 9 years | 9 years |
Commitments and Contingencies_2
Commitments and Contingencies - Maturities (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of 2022 | $ 8,899 |
2023 | 17,905 |
2024 | 17,607 |
2025 | 16,096 |
2026 | 15,057 |
Thereafter | 54,725 |
Total future payments | 130,289 |
Less imputed interest | (41,313) |
Total lease liabilities | $ 88,976 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||||
Effective income tax rate | 0% | 0% | 0% | 0% | |
Unrecognized tax position | $ 2 | $ 2 | $ 2 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 USD ($) shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 individual | |
Related Party Transaction [Line Items] | |||
Forfeitures | $ 40,237 | ||
Promissory Note Agreement | |||
Related Party Transaction [Line Items] | |||
Number of individuals with partial recourse promissory notes | individual | 2 | ||
Amounts of transaction | $ 200 | ||
Forfeitures (in shares) | shares | 71,454 | ||
Forfeitures | $ 200 |
Subsequent Events (Details)
Subsequent Events (Details) | Jul. 27, 2022 individual |
Subsequent Event | Purported Shareholders | |
Subsequent Event [Line Items] | |
Number of defendants | 5 |