Cover
Cover | 12 Months Ended |
Dec. 31, 2021 | |
Cover [Abstract] | |
Document Type | S-1 |
Entity Registrant Name | PROTERRA INC |
Entity Incorporation, State or Country Code | DE |
Entity Primary SIC Number | 3711 |
Entity Tax Identification Number | 98-1551379 |
Entity Address, Address Line One | 1815 Rollins Road |
Entity Address, City or Town | Burlingame |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 94010 |
City Area Code | 864 |
Local Phone Number | 438-0000 |
Entity Filer Category | Large Accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Central Index Key | 0001820630 |
Amendment Flag | false |
BALANCE SHEETS
BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 170,039 | $ 110,719 |
Accounts receivable, net | 81,644 | 51,716 |
Short-term investments | 490,967 | 68,990 |
Inventory | 114,556 | 92,330 |
Prepaid expenses and other current assets | 15,300 | 7,455 |
Deferred cost of goods sold | 1,816 | 2,037 |
Restricted cash, current | 12,105 | 8,397 |
Total current assets | 886,427 | 341,644 |
Property, plant, and equipment, net | 62,246 | 53,587 |
Operating lease right-of-use assets | 24,282 | 10,310 |
Restricted cash, non-current | 460 | 4,581 |
Other assets | 8,472 | 4,789 |
Total assets | 981,887 | 414,911 |
Current liabilities | ||
Accounts payable | 53,404 | 25,074 |
Accrued liabilities | 20,634 | 19,736 |
Deferred revenue, current | 13,821 | 16,015 |
Operating lease liabilities, current | 4,084 | 3,153 |
Total current liabilities | 91,943 | 63,978 |
Debt, non-current | 110,999 | 133,252 |
Derivative liability | 0 | 70,870 |
Warrant liability | 0 | 39,670 |
Deferred revenue, non-current | 22,585 | 12,206 |
Operating lease liabilities, non-current | 20,963 | 7,891 |
Other long-term liabilities | 15,245 | 12,578 |
Total liabilities | 261,735 | 340,445 |
Commitments and contingencies (Note 8) | ||
Stockholders’ equity: | ||
Common stock, $0.0001 par value; 500,000 shares authorized and 221,960 shares issued and outstanding as of December 31, 2021; 156,277 shares authorized and 5,678 shares issued and outstanding as of December 31, 2020 | 22 | 1 |
Additional paid-in capital | 1,578,943 | 682,671 |
Accumulated deficit | (858,225) | (608,219) |
Accumulated other comprehensive loss | (588) | 0 |
Total stockholders’ equity | 720,152 | 74,466 |
Total liabilities and stockholders’ equity | 981,887 | 414,911 |
Convertible preferred stock | ||
Stockholders’ equity: | ||
Preferred stock | 0 | 13 |
Preferred stock | ||
Stockholders’ equity: | ||
Preferred stock | $ 0 | $ 0 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized (in shares) | 10,000,000 | 0 |
Convertible preferred stock, shares issued (in shares) | 0 | 0 |
Convertible preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 500,000,000 | 156,277,000 |
Common stock, shares issued (in shares) | 221,959,711 | 5,678,000 |
Common stock, shares outstanding (in shares) | 221,959,711 | 5,678,000 |
Convertible preferred stock | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized (in shares) | 0 | 115,644,000 |
Convertible preferred stock, shares issued (in shares) | 0 | 115,136,000 |
Convertible preferred stock, shares outstanding (in shares) | 0 | 115,136,000 |
Convertible preferred stock, liquidation preference (in shares) | $ 0 | $ 631,296 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | $ 242,860 | $ 196,943 | $ 181,284 |
Cost of goods sold | 240,808 | 189,404 | 182,895 |
Gross profit (loss) | 2,052 | 7,539 | (1,611) |
Research and development | 43,840 | 36,233 | 35,477 |
Selling, general and administrative | 85,841 | 67,139 | 56,132 |
Asset impairment charge | 0 | 121 | 6,440 |
Total operating expenses | 129,681 | 103,493 | 98,049 |
Loss from operations | (127,629) | (95,954) | (99,660) |
Interest expense, net | 50,982 | 15,413 | 2,704 |
Loss on valuation of derivative and warrant liabilities | 70,177 | 12,989 | 0 |
Other expense (income), net | 1,202 | 2,629 | (812) |
Loss before income taxes | (249,990) | (126,985) | (101,552) |
Provision for income taxes | 16 | 22 | 0 |
Net loss | $ (250,006) | $ (127,007) | $ (101,552) |
Net loss per share of common stock, basic (in dollars per share) | $ (2.07) | $ (28.96) | $ (28.08) |
Net loss per share of common stock, diluted (in dollars per share) | $ (2.07) | $ (28.96) | $ (28.08) |
Shares used in computing net loss per share of common stock, basic (in shares) | 120,886 | 4,385 | 3,616 |
Shares used in computing net loss per share of common stock, diluted (in shares) | 120,886 | 4,385 | 3,616 |
Product | |||
Revenue | $ 232,450 | $ 190,411 | $ 172,295 |
Cost of goods sold | 229,142 | 181,987 | 173,428 |
Parts and other service | |||
Revenue | 10,410 | 6,532 | 8,989 |
Cost of goods sold | $ 11,666 | $ 7,417 | $ 9,467 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (250,006) | $ (127,007) | $ (101,552) |
Available-for-sale securities: | |||
Unrealized losses on available-for-sale securities | (588) | 0 | 0 |
Other comprehensive loss, net of taxes | (588) | 0 | 0 |
Total comprehensive loss, net of taxes | $ (250,594) | $ (127,007) | $ (101,552) |
STATEMENTS OF STOCKHOLDERS' EQU
STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Legacy Proterra warrant liability | Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Additional Paid-in CapitalLegacy Proterra warrant liability | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Dec. 31, 2018 | 103,911 | 3,124 | ||||||
Beginning balance at Dec. 31, 2018 | $ 191,480 | $ 11 | $ 0 | $ 571,129 | $ (379,660) | $ 0 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of stock, net of costs (in shares) | 11,225 | 803 | ||||||
Issuance of stock, net of costs | 88,390 | $ 2 | 88,388 | |||||
Issuance of warrants | 141 | 141 | ||||||
Stock-based compensation | 8,520 | 8,520 | ||||||
Net loss | (101,552) | (101,552) | ||||||
Other comprehensive loss, net of taxes | 0 | |||||||
Ending balance (in shares) at Dec. 31, 2019 | 115,136 | 3,927 | ||||||
Ending balance at Dec. 31, 2019 | 186,979 | $ 13 | $ 0 | 668,178 | (481,212) | 0 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of stock, net of costs (in shares) | 1,751 | |||||||
Issuance of stock, net of costs | 4,212 | $ 1 | 4,211 | |||||
Stock-based compensation | 10,282 | 10,282 | ||||||
Net loss | (127,007) | (127,007) | ||||||
Other comprehensive loss, net of taxes | 0 | |||||||
Ending balance (in shares) at Dec. 31, 2020 | 115,136 | 5,678 | ||||||
Ending balance at Dec. 31, 2020 | 74,466 | $ 13 | $ 1 | 682,671 | (608,219) | 0 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of stock, net of costs (in shares) | 7,012 | |||||||
Issuance of stock, net of costs | 6,712 | $ 1 | 6,711 | |||||
Conversion of convertible preferred stock into common stock in connection with the reverse recapitalization (in shares) | (115,136) | 115,576 | ||||||
Conversion of convertible preferred stock into common stock in connection with the reverse recapitalization | 0 | $ (13) | $ 11 | 2 | ||||
Conversion of Convertible Notes into common stock (in shares) | 7,424 | |||||||
Conversion of Convertible Notes into common stock | 48,781 | $ 1 | 48,780 | |||||
Issuance of common stock upon the reverse recapitalization, net of issuance costs (in shares) | 76,172 | |||||||
Issuance of common stock upon the reverse recapitalization, net of issuance costs | 502,315 | $ 8 | 502,307 | |||||
Reclassification of derivative liability upon the reverse recapitalization | 182,554 | 182,554 | ||||||
Reclassification of Legacy Proterra warrant liability upon the reverse recapitalization | $ 87,016 | $ 87,016 | ||||||
Issuance of Earnout Shares, net of repurchase (in shares) | 4,736 | |||||||
Issuance of Earnout Shares, net of repurchase | (634) | (634) | ||||||
Issuance of common stock upon warrant redemption (in shares) | 5,362 | |||||||
Issuance of common stock upon warrant redemption | 53,475 | 53,475 | ||||||
Stock-based compensation | 16,061 | 16,061 | ||||||
Net loss | (250,006) | (250,006) | ||||||
Other comprehensive loss, net of taxes | (588) | (588) | ||||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | 221,960 | ||||||
Ending balance at Dec. 31, 2021 | $ 720,152 | $ 0 | $ 22 | $ 1,578,943 | $ (858,225) | $ (588) |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net loss | $ (250,006) | $ (127,007) | $ (101,552) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 15,689 | 15,536 | 12,643 |
Loss on disposal of fixed assets | 645 | 143 | 527 |
Asset impairment charge | 0 | 121 | 6,440 |
Stock-based compensation | 16,061 | 10,282 | 8,520 |
Amortization of debt discount and issuance costs | 34,809 | 6,045 | 306 |
Accretion of debt end of term charge and PIK interest | 8,207 | 3,501 | 604 |
Loss on valuation of derivative and warrant liabilities | 70,177 | 12,989 | 0 |
Others | 1,281 | (153) | (284) |
Changes in operating assets and liabilities: | |||
Accounts receivable | (29,928) | (7,216) | (9,005) |
Inventory | (20,181) | 2,182 | (15,692) |
Prepaid expenses and other current assets | (8,021) | (1,043) | 563 |
Deferred cost of goods sold | 221 | (797) | 4,207 |
Operating lease right-of-use assets and liabilities | 30 | 87 | 0 |
Other assets | (1,974) | 1,575 | (4,746) |
Accounts payable and accrued liabilities | 27,447 | (4,090) | (1,025) |
Deferred revenue, current and non-current | 6,586 | 9,599 | 132 |
Other non-current liabilities | 2,696 | 2,176 | 1,068 |
Net cash used in operating activities | (126,261) | (76,070) | (97,294) |
Cash flows from investing activities: | |||
Purchase of investments | (587,846) | (108,960) | (71,817) |
Proceeds from maturities of investments | 164,000 | 80,000 | 50,400 |
Purchase of property and equipment | (23,435) | (25,565) | (13,810) |
Net cash used in investing activities | (447,281) | (54,525) | (35,227) |
Cash flows from financing activities: | |||
Merger and PIPE financing | 644,695 | 0 | 0 |
Payment of tax withholding obligations on earnout shares | (634) | 0 | 0 |
Proceeds from debt, net of issuance costs | 0 | 219,471 | 21,362 |
Repayment of debt | (17,083) | (22,787) | (26,708) |
Repayment of finance obligations | (2,642) | (484) | (452) |
Proceeds from government grants | 1,323 | 275 | 522 |
Proceeds from exercise of stock options and warrants | 6,790 | 4,168 | 1,726 |
Proceeds from issuance of stock, net of issuance costs | 0 | 0 | 86,746 |
Net cash provided by financing activities | 632,449 | 200,643 | 83,196 |
Net increase (decrease) in cash and cash equivalents, and restricted cash | 58,907 | 70,048 | (49,325) |
Cash and cash equivalents, and restricted cash at the beginning of period | 123,697 | 53,649 | 102,974 |
Cash and cash equivalents, and restricted cash at the end of period | 182,604 | 123,697 | 53,649 |
Supplemental disclosures of cash flow information: | |||
Cash paid for interest | 9,074 | 5,827 | 4,881 |
Cash paid for income taxes | 15 | 9 | 0 |
Non-cash investing and financing activity: | |||
Issuance of warrants in connection with debt borrowing | 0 | 0 | 141 |
Assets acquired through accounts payable and accrued liabilities | 4,955 | 659 | 4,017 |
Non-cash transfer of vehicles from inventory to internal use | 0 | 0 | 967 |
Non-cash transfer of leased assets to inventory | 2,046 | 635 | 0 |
Reclassification of Convertible Notes warrants liability upon exercise | 17,696 | 0 | 0 |
Conversion of Convertible Notes into common stock | 48,607 | 0 | 0 |
Reclassification of remaining Convertible Notes warrants liability upon the reverse recapitalization | 69,320 | 0 | 0 |
Reclassification of derivative liability upon the reverse recapitalization | 182,554 | 0 | 0 |
Conversion of preferred stock into common stock | 627,315 | 0 | 0 |
Cashless warrant exercise | 53,326 | 0 | 0 |
Non-cash long-term investment | $ 1,600 | $ 0 | $ 0 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Organization and Description of Business Proterra Inc (“Proterra” or the “Company”), formerly known as ArcLight Clean Transition Corp. (“ArcLight”), is a leading developer and producer of electric vehicle technology for commercial application. Proterra designs, develops, manufactures, and sells electric transit buses as an original equipment manufacturer for North American public transit agencies, airports, universities, and other commercial transit fleets. It also designs, develops, manufactures, sells, and integrates proprietary battery systems and electrification solutions for global commercial vehicle manufacturers. Additionally, Proterra provides fleet-scale, high-power charging solutions for its customers. Proterra was originally formed in June 2004 as a Colorado limited liability company and converted to a Delaware corporation in February 2010. The Company operates from its headquarters and battery production facility in Burlingame, California. The Company also has manufacturing and product development facilities in Greenville and Greer, South Carolina and City of Industry, California. On June 11, 2021, ArcLight filed a notice of deregistration with the Cayman Islands Registrar of Companies, and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which ArcLight was domesticated and continued as a Delaware corporation. On June 14, 2021 (the “Closing Date”), ArcLight consummated a merger with Phoenix Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of ArcLight (“Phoenix Merger Sub”), and Proterra Inc, a Delaware corporation (“Legacy Proterra”) with Legacy Proterra surviving as the surviving company and as a wholly-owned subsidiary of ArcLight (the “Merger” and, collectively with the other transactions described in the Agreement and Plan of Merger (the “Merger Agreement”), the “Business Combination”). In connection with the Business Combination, Legacy Proterra changed its name to “Proterra Operating Company, Inc.” and ArcLight changed its name to “Proterra Inc”. The Merger was accounted for as a reverse merger and a recapitalization with Legacy Proterra being the accounting acquirer. Accordingly, all historical financial information presented in the consolidated financial statements of Proterra represents the accounts of Legacy Proterra and its wholly owned subsidiaries as if Legacy Proterra is the predecessor to Proterra. The shares and net loss per common share, prior to the Merger, have been retroactively restated as shares reflecting the exchange ratio established in the Merger (0.8925 shares of Legacy Proterra common stock for 1 share of Proterra common stock) (the “Exchange Ratio”). Unless otherwise specified or unless the context otherwise requires, references in these notes to the “Company,” “we,” ”us,” or ”our” refer to Legacy Proterra prior to the Business Combination and to Proterra following the Business Combination. Prior to the closing of the Business Combination (the “Closing”), ArcLight’s Class A ordinary shares and public warrants were listed on the Nasdaq Capital Market under the symbols “ACTC” and “ACTCW,” respectively. Proterra’s common stock is currently listed on the Nasdaq Global Select Market under the symbol “PTRA”. See Note 3, Reverse Recapitalization, for further details of the Merger. The Company’s public warrants were previously listed on the Nasdaq Global Select Market under the symbol “PTRAW.” On October 29, 2021, the Company redeemed its remaining outstanding public warrants at a redemption price of $0.10 per public warrant. See Note 10, Warrants, for further details. The Company has incurred net losses and negative cash flows from operations since inception. As of December 31, 2021, the Company has an accumulated deficit of $858.2 million, and cash and cash equivalents and short-term investments of $661.0 million. The Company has funded operations primarily through a combination of equity and debt financing. Management believes that the Company’s currently available resources will be sufficient to fund its cash requirements for at least the next twelve months. However, there can be no assurance that future financings will be successfully completed or completed on terms acceptable to the Company. These financial statements do not include any adjustments that may result from the outcome of this uncertainty. Basis of Presentation The Company prepared the financial statements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The Company has not experienced any significant impact to estimates or assumptions as a result of the COVID-19 pandemic. However, there have been some impacts, specifically as it relates to parts, logistics and overall transit order timing. The Company will continue to monitor impacts of the pandemic on an ongoing basis. While the COVID-19 pandemic has not had a material adverse impact on the Company’s financial condition and results of operations to date, the future impact of the COVID-19 pandemic on the Company’s operational and financial performance will depend on certain developments, including the duration of the pandemic and spread of COVID-19 (including the variant strains of the virus), impact on the Company’s customers and effect on the Company’s suppliers, all of which are uncertain and cannot be predicted. Segments The Company operates in the United States and has sales to the European Union, Canada, Australia and Japan. Revenue disaggregated by geography, based on the addresses of our customers, consists of the following (in thousands): Year Ended December 31, 2021 2020 2019 United States $ 227,091 $ 141,073 $ 167,574 Rest of World 15,769 55,870 13,710 Total $ 242,860 $ 196,943 $ 181,284 The Company’s chief operating decision maker is its Chief Executive Officer (CEO), who reviews financial information presented at the entity level. Accordingly, the Company has determined that it has a single reportable segment. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the use of estimates and judgments that affect the reported amounts in the financial statements and accompanying notes. U.S. GAAP requires the Company to make estimates and judgments in several areas including, but not limited to, those related to revenue recognition, collectability of accounts receivable, valuation of inventories, valuation of Convertible Notes (See Note 4), warranty liability, contingent liabilities, stock-based compensation expense, useful lives of property, plant, and equipment, recoverability of assets, residual value of leased assets, and the valuation of deferred tax assets. These estimates are based on historical facts and various other assumptions that the Company believes are reasonable. Actual results could differ materially from those estimates. Foreign Currency Transactions The U.S. dollar is the Company’s functional currency. Monetary assets and liabilities denominated in currencies other than the U.S. dollar are remeasured to the U.S. dollar at period end, and transaction gains and losses are recorded in other expense (income), net in the statements of operations. Net gains or losses resulting from foreign exchange transactions were not material for the years ended December 31, 2021 and 2019. The net losses resulting from foreign exchange transactions were $1.1 million for the year ended December 31, 2020. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. Accounts Receivable and Allowance for Credit Losses Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company determines the allowance for credit losses based on historical write-off experience, an analysis of the aging of outstanding receivables, customer payment patterns and expectations of changes in macroeconomic conditions that may affect the collectability of outstanding receivables. The allowance for credit losses was not material as of December 31, 2021 and 2020. Short-Term Investments The Company’s primary objectives for investment activities are to preserve principal, provide liquidity, and maximize income without significantly increasing risk. The Company’s short-term investments were primarily comprised of U.S. Treasury and corporate debt securities, and classified as available-for-sale at the time of purchase because it is intended that these investments are available for current operations. Investments are reported at fair value and are subject to periodic impairment review. Unrealized gains and losses related to changes in the fair value of these securities are recognized in accumulated other comprehensive loss. The ultimate value realized on these securities is subject to market price volatility until they are sold. Realized gains or losses from short-term investments are recorded in other expense (income), net. As of December 31, 2021 and 2020, short-term investments were $491.0 million and $69.0 million, respectively. Restricted Cash The Company maintains certain cash amounts restricted as to withdrawal or use. The restricted cash is primarily collateral for performance bonds issued to certain customers. The collateral is provided in the form of a cash deposit to either support the bond directly or to collateralize a letter of credit that supports the performance bonds. As of December 31, 2021 and 2020, restricted cash was $12.6 million and $13.0 million, respectively. Credit Risk and Concentration The Company’s financial instruments that are potentially subject to concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash, short-term investments, and accounts receivable. Cash and cash equivalents and short-term investments are maintained primarily at one financial institution as of December 31, 2021, and deposits exceed federally insured limits. Risks associated with cash and cash equivalents, and short-term investments are mitigated by banking with creditworthy financial institutions. The Company has not experienced any losses on its deposits of cash and cash equivalents or its short-term investments. Cash equivalents consist of short-term money market funds, corporate debt securities, and debt securities issued by the U.S. Treasury, which are deposited with reputable financial institutions. The Company’s cash management and investment policy limits investment instruments to securities with short-term credit ratings at the time of purchase of P-2 and A-2 or better from Moody’s and S&P, respectively, with the objective to preserve capital and to maintain liquidity until the funds can be used in business operations. Accounts receivable are typically unsecured and are generally derived from revenue earned from transit agencies, universities and airports in North America and global commercial vehicle manufacturers in North America, the European Union, Australia, United Kingdom, Japan, and Turkey. The Company periodically evaluates the collectability of its accounts receivable and provides an allowance for potential credit losses as necessary. Given the large order value for customers and the relatively low number of customers, revenue and accounts receivable have typically been concentrated with a limited number of customers. Revenue Accounts Receivable Year Ended December 31, December 31, 2021 2020 2019 2021 2020 Number of customers accounted for 10% or more* — 1 — 1 2 __________________ * One customer accounted for 21% of total revenue for year ended December 31, 2020 and 33% of the accounts receivable, net as of December 31, 2020. No other individual customer accounted for more than 20% of total revenue for years ended December 31, 2021, 2020 and 2019, or accounts receivable, net as of December 31, 2021 and 2020. Single source suppliers provide the Company with a number of components that are required for manufacturing of its current products. In other instances, although there may be multiple suppliers available, many of the components are purchased from a single source. If these single source suppliers fail to meet the Company’s requirements on a timely basis at competitive prices, the Company could suffer manufacturing delays, a possible loss of revenue, or incur higher cost of sales, any of which could adversely impact the Company’s operating results. Fair Value of Financial Instruments The carrying value of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, short-term investments, accounts payable, and accrued and other current liabilities, approximates fair value due to the short period of time to maturity, receipt, or payment. The carrying amount of the Company’s debt, except for Convertible Notes (as defined below), approximates its fair value as the stated interest rates approximate market rates currently available to the Company. In August 2020, the Company issued Secured Convertible Promissory Notes (the “Convertible Notes”) that, prior to the Closing, contained embedded features subject to derivative accounting. These embedded features were composed of conversion options that had the economic characteristics of a contingent early redemption feature settled in a variable number of shares of the Company’s stock. These conversion options were bifurcated and accounted for as a derivative liability separately from the host debt instrument. Embedded derivatives were recognized as a derivative liability on the balance sheets. The derivative liability was measured at fair value and subject to remeasurement at each balance sheet date. Upon the consummation of the Merger, the embedded conversion features associated with the Convertible Notes no longer qualify for derivative accounting after the conversion price became fixed. The carrying amount of the embedded derivative, the fair value as of the date of the Closing, was reclassified to stockholders’ equity in accordance with Topic 815, Derivatives and Hedging. The warrants issued in connection with the Convertible Notes were, prior to the Closing, classified as a liability (“legacy Proterra warrant liability”) because they could become exercisable into common stock upon a Qualified Initial Public Offering (“QIPO”) or into convertible preferred stock after 5 years from issuance date in the event that there is no QIPO during such period. Such warrants were measured at fair value, subject to remeasurement at each balance sheet date. Upon exercise of the warrants to common stock within 5 years from issuance date, the carrying amount of the warrant liability would be reclassified to stockholders’ equity. Upon the consummation of the Merger, the stock issuable upon exercise of the warrants is common stock, with no possibility to convert to Legacy Proterra convertible preferred stock. As a result, the carrying amount of the warrant liability was reclassified to stockholders’ equity. In connection with ArcLight’s initial public offering in September 2020, 21,425,000 warrants to purchase ArcLight ordinary shares were issued, including 13,875,000 public warrants and 7,550,000 private placement warrants. These warrants were classified as liabilities as they did not meet the requirements for equity classification under Topic 815, Derivatives and Hedging. These warrants were continually measured at fair value, subject to remeasurement at each balance sheet date. Most of the public warrants and private placement warrants were exercised in October 2021, and the Company redeemed the remaining outstanding public warrants at a redemption price of $0.10 per public warrant. See Note 10, Warrants, for further details. Inventories Inventories are recorded at the lower of cost and net realizable value using the first-in, first-out method. Inventory costs consist primarily of the cost of materials, manufacturing support costs, including labor and factory overhead associated with such production, and shipping costs. The costs of products delivered to customers that have not yet met revenue recognition criteria are also included in inventories. The Company assesses the valuation of inventory and periodically records a provision to adjust inventory to its estimated net realizable value, including when the Company determines inventory to be obsolete or in excess of anticipated demand. Once inventory has been written-off or written-down, it creates a new cost basis for the inventory that is not subsequently written-up. Accelerating the disposal process or incorrect estimates may cause actual results to differ from the estimates at the time such inventory is disposed or sold. Deferred Cost of Goods Sold Deferred cost of goods sold primarily includes incurred costs for charging system installations that have not met revenue recognition criteria. Property, Plant, and Equipment Property, plant, and equipment, including leasehold improvements, are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets, as follows: Property, Plant, and Equipment Estimated Useful Life Computer hardware 3 years Computer software 3 to 5 years Internally used vehicles and charging systems over the shorter of their estimated useful lives or 5 years Machinery and equipment 5 to 12 years Office furniture and equipment 5 years Tooling 3 to 5 years Leasehold improvements over the shorter of their estimated useful lives or the terms of the related leases Leased batteries over the shorter of the terms of the related leases or 12 years Leased vehicles and charging systems over the shorter of the terms of the related leases or 5 years In the fourth quarter of 2019, we completed a review of the estimated useful lives of vehicles and charging equipment used for demonstration purposes. Based on this review, we revised the estimated useful lives of demo vehicles from 12 years to five years effective on November 1, 2019, after considering the condition of assets and our long-term strategy for operating such assets. We believe this change in estimate is appropriate, as it is based on actual experience and the expectations for the ongoing productive use of these assets. The impact to depreciation expense caused by this change in estimate is not material to selling, general and administrative expense on the statement of operations for the year ended December 31, 2019 or future periods. If the estimated useful life of an asset is less than the stated number of years in our capitalization policy, the depreciation expense will be recorded over the shorter period. Upon the retirement or sale of property, plant, and equipment, the cost and associated accumulated depreciation are removed from the balance sheets, and the resulting gain or loss is reflected on the statement of operations. Maintenance and repair expenditures are expensed as incurred while major improvements that increase the functionality, output, or expected life of an asset are capitalized and depreciated ratably over the identified useful life. Impairment of Long-Lived Assets The Company evaluates the recoverability of property, plant, and equipment and right-of-use assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such review indicates that the carrying amount of long-lived assets is not recoverable, the carrying amount of such assets is reduced to fair value. In addition to the recoverability assessment, the Company periodically reviews the remaining estimated useful lives of property, plant, and equipment. If the estimated useful life assumption for any asset is reduced, the remaining net book value is depreciated over the revised estimated useful life. No impairment charge was recognized in the year ended December 31, 2021. We recorded $0.1 million impairment charge associated with a facility lease for the year ended December 31, 2020. The Company reviews long-lived assets for impairment at the lowest level for which separate cash flows can be identified. During the fourth quarter of 2019, due to the introduction of new products and related technology advancements, we determined that an impairment analysis of certain assets leased to customers was required to be performed. The estimated undiscounted future cash flows generated by these assets were less than their carrying amounts. The carrying amounts of the assets were reduced to fair value, which resulted in an impairment charge of $6.4 million recorded in the statement of operations for the year ended December 31, 2019. Deferred Revenue Deferred revenue consists of billings or payments received in advance of revenue recognition that are recognized as revenue once the revenue recognition criteria are met. In some instances, progress billings are issued upon meeting certain milestones stated in the contracts. Accordingly, the deferred revenue balance does not represent the total contract value of non-cancelable arrangements. Invoices are typically due within 30 to 40 days. The changes in deferred revenue consisted of the following (in thousands): Deferred revenue as of December 31, 2020 $ 28,221 Revenue recognized from beginning balance during the year ended December 31, 2021 22,183 Deferred revenue added during the year ended December 31, 2021 (13,998) Deferred revenue as of December 31, 2021 $ 36,406 The current portion of deferred revenue represents the amount that is expected to be recognized as revenue within one year from the balance sheet date. Revenue Recognition The Company derives revenue primarily from the sale of vehicles and charging systems, the installation of charging systems, the sale of battery systems and powertrain components to other vehicle manufacturers, as well as the sale of spare parts and other services provided to customers. Product revenue consists of revenue earned from vehicles and charging systems, battery systems and powertrain components, installation of charging systems, and revenue from leased vehicles, charging systems, and batteries under operating leases. Leasing revenue recognized over time was approximately $2.1 million, $2.3 million and $3.8 million for the years ended December 31, 2021, 2020 and 2019, respectively. Parts and other service revenue includes revenue earned from spare parts, the design and development of battery systems and powertrain systems for other vehicle manufacturers, and extended warranties. Goods and services that are promised in the Company’s contracts include vehicles, charging systems, battery systems and powertrain components to other vehicle manufacturers, installation of charging systems, spare parts, and extended warranty. The Company assesses the products and services promised in contracts at contract inception, and identifies performance obligations for each promise to transfer to the customer a product or service that is distinct. If a product or service is separately identifiable from other items in the bundled arrangement and a customer can benefit from the product or service on its own or with other resources that are readily available to the customer, then such product or service is considered distinct. Customer contracts typically have multiple performance obligations. Generally, the Company’s goods and services are considered separate performance obligations. Development services and products sold to other vehicle manufacturers are typically sold on a stand-alone basis and are not bundled with other goods or services. The transaction price of the contract is allocated to each performance obligation in a manner depicting the amount of consideration to which the Company expects to be entitled in exchange for transferring the goods or services to the customer (the “allocation objective”). If the allocation objective is met at contractual prices, no further allocations are made. Otherwise, the Company allocates the transaction price to each performance obligation identified in the contract on a relative standalone selling price basis. To determine the standalone selling price of its promised products or services, the Company conducts an analysis to determine whether its products or services have an observable standalone selling price. In determining the observable standalone selling price, the Company requires that a substantial majority of the standalone selling prices for a product or service fall within a reasonably narrow range. If there is no directly observable standalone selling price for a particular product or service, then the Company estimates a standalone selling price by using the estimated cost plus margin or by reviewing external and internal market factors including, but not limited to, pricing practices including historical discounting, major service groups, and the geographies in which we offer products and services. The Company recognizes revenue when or as it satisfies a performance obligation by transferring control of a product or service to a customer. Revenue from product sales is recognized when control of the underlying performance obligations is transferred to the customer. Revenue from vehicles and charging systems, and installation of charging systems is typically recognized upon acceptance by the customer. Under certain contract arrangements, the control of the performance obligations related to the charging systems is transferred over time, and the associated revenue is recognized over the installation period using an input measure based on costs incurred to date relative to total estimated costs to completion. Spare parts revenue is recognized upon shipment. Extended warranty revenue is recognized over the life of the extended warranty using the time elapsed method. Development service contracts typically include the delivery of prototype products to customers. The performance obligation associated with the development of prototype products as well as battery systems and powertrain components to other vehicle manufacturers, is satisfied at a point in time, typically upon shipping. Revenue derived from performance obligations satisfied over time from charging systems and installation was $5.8 million, $6.0 million and $7.2 million in the years ended December 31, 2021, 2020, and 2019, respectively. Extended warranty revenue was $1.7 million, $1.3 million and $0.8 million in the years ended December 31, 2021, 2020, and 2019, respectively. As of December 31, 2021 and 2020, the contract assets balance was $1.3 million and $2.8 million, respectively. The contract assets are expected to be billed within the next twelve months and are recorded in the prepaid expenses and other current assets on the balance sheets. As of December 31, 2021, the amount of remaining performance obligations that have not been recognized as revenue was $336.4 million, of which 73% was expected to be recognized as revenue over the next 12 months and the remainder thereafter. This amount excludes the value of remaining performance obligations for contracts with an original expected length of one year or less. While our business has historically been centered on the development and sale of electric transit buses, the increased significance of revenue from Proterra Powered has caused the Company to consider reorganizing into two business units with three business lines, each of which addresses a critical component of the commercial vehicle electrification value proposition in a complementary and self-reinforcing manner: • Proterra Transit designs, develops, manufactures, and sells electric transit buses as an original equipment manufacturer (“OEM”) for North American public transit agencies, airports, universities, and other commercial transit fleets. • Proterra Powered & Energy includes Proterra Powered, which designs, develops, manufactures, sells, and integrates proprietary battery systems and electrification solutions into vehicles for global commercial vehicle OEMs, and Proterra Energy, which provides turnkey fleet-scale, high-power charging solutions and software services, ranging from fleet and energy management software-as-a-service, to fleet planning, hardware, infrastructure, installation, utility engagement, and charging optimization. The revenue of business units are as follows ( in thousands): Year Ended December 31, 2021 2020 2019 Proterra Transit $ 195,558 $ 156,021 $ 150,476 Proterra Powered & Energy 47,302 40,922 30,808 Total $ 242,860 $ 196,943 $ 181,284 Lease Arrangements The Company offers customers leasing alternatives outside of the standard sales contracts for vehicles, charging equipment and batteries used in the vehicles. The leasing arrangements are typically bundled together with the sales contracts. The Company assessed the nature of the bundled arrangements under the revenue accounting standard. For arrangements that contain a lease, we determined the classification of the lease in accordance with Topic 840, Leases, prior to the adoption of Topic 842, Leases, on January 1, 2020. A lease arrangement that transfers substantially all of the benefits and risks incident to ownership of the products is classified as a sales-type lease based on the criteria established by the accounting standard; otherwise the lease is classified as an operating lease. For sales-type leases, product revenue is generally recognized upon customer acceptance of the underlying leased assets. The current portion of net investment in sales-type leases is recorded in accounts receivable, and the non-current portion is recorded in other assets on the balance sheets. The discounted unguaranteed residual value of underlying leased assets is not material to the net investment in lease balance. For operating leases, the leasing revenue is recognized on a straight-line basis over the lease term. We monitor the performance of customers who leased batteries and are subject to ongoing payments. No allowance was recorded for the receivables under the leasing arrangements. We adopted the new lease accounting standard, Topic 842, Leases, on January 1, 2020. We determine whether an arrangement is or contains a lease at inception. Short-term leases with a term of less than 12 months will not be recognized in the right-of-use assets or lease liabilities. The lease and non-lease components are not separated for all leases regardless of whether the Company is the lessee or a lessor to the lease. See Note 7, Leases, for additional information. Cost of Goods Sold Cost of goods sold includes direct material and labor costs, manufacturing overhead including depreciation expense, freight costs, and reserves for estimated warranty expenses. Cost of goods sold also includes charges to write-down the carrying value of inventory when it exceeds its estimated net realizable value and to provide for on-hand inventory that is either obsolete or in excess of forecasted demand. Costs of development services are expensed as incurred. Costs of development services incurred in periods prior to the finalization of a service agreement with a customer are recorded as research and development expense. Once the customer agreement is finalized, these costs are recorded in cost of goods sold. Sales and Other Taxes Taxes assessed by various government entities, such as sales, use, and value added taxes, collected at the time of sale are excluded from revenue. Shipping Costs Amounts billed to customers related to shipping and handling are classified as revenue, and the related shipping and handling costs are included in cost of goods sold. Research and Development Costs Research and development costs are expensed as incurred. Research and development expense consists primarily of payroll and benefits of those employees engaged in research, design, and development activities, costs related to prototype parts and design tools, license expenses related to intellectual property, supplies and services, depreciation, and other occupancy costs. Advertising Expenses Advertising costs are expensed as incurred. Advertising expenses were $1.1 million, $0.6 million, and $0.9 million for the year ended December 31, 2021, 2020 and 2019, respectively. Product Warranties The Company provides a limited warranty to customers on vehicles, charging systems, and battery systems. The limited warranty ranges from one Warranty expense is recorded as a component of cost of goods sold. Accrued warranty activity consisted of the following (in thou |
Adoption of New Accounting Stan
Adoption of New Accounting Standards | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Adoption of New Accounting Standards | Adoption of New Accounting Standards ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This standard simplifies the accounting for income taxes, eliminates certain exceptions within Topic 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. The Company adopted this standard on January 1, 2021, and it had no material impact on the financial statements. Recent Accounting Pronouncements Not Yet Adopted ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This standard simplifies the accounting for convertible instruments by removing certain separation models in ASC 470-20, Debt — Debt with Conversion and Other Options. This standard updates the guidance on certain embedded conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital, such that those features are no longer required to be separated from the host contract. The convertible debt instruments will be accounted for as a single liability measured at amortized cost. This will also result in the interest expense recognized for convertible debt instruments to be typically closer to the coupon interest rate when applying the guidance in Topic 835, Interest. Further, this standard made amendments to the EPS guidance in Topic 260 for convertible instruments, the most significant impact of which is requiring the use of the if-converted method for diluted earnings per share calculation, and no longer allowing the net share settlement method. This standard also made revisions to Topic 815-40, which provides guidance on how an entity must determine whether a contract qualifies for a scope exception from derivative accounting. The amendments to Topic 815-40 change the scope of contracts that are recognized as assets or liabilities. This standard is effective for interim and annual periods beginning after December 15, 2021, with early adoption permitted after December 15, 2020. Adoption of this standard can either be on a modified retrospective or full retrospective basis. The Company will adopt this standard on January 1, 2022, and expects no material impact on the financial statements. |
Reserve Recapitalization
Reserve Recapitalization | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Reverse Recapitalization Disclosure | Reverse Recapitalization On June 14, 2021, Phoenix Merger Sub merged with Legacy Proterra, with Legacy Proterra surviving as a wholly-owned subsidiary of ArcLight. In connection with the Business Combination, Legacy Proterra changed its name to “Proterra Operating Company, Inc.” and ArcLight changed its name to “Proterra Inc”. The following transactions occurred upon the Closing: • each share of outstanding Legacy Proterra convertible preferred stock was converted into shares of Proterra common stock in accordance with the applicable conversion ratio immediately prior to the effective time, and each share of Legacy Proterra common stock (including shares issued upon conversion of Legacy Proterra convertible preferred stock and warrants net exercised upon Closing) was converted into shares of common stock after giving effect of the Exchange Ratio of 0.8925 and resulting in the issuance of 123,752,882 shares of common stock; • certain holders of Convertible Notes with an original aggregate principal amounts of $46.5 million elected to convert their outstanding Convertible Notes balances including accrued PIK interest and cash interest at the Closing resulting in the issuance of 7.4 million shares of common stock; • each outstanding Legacy Proterra option was converted into an option to purchase shares of Proterra common stock by multiplying the number of underlying shares by the Exchange Ratio, rounded down to the nearest whole share, resulting in such options being exercisable to purchase for an aggregate of 22,532,619 shares of Proterra common stock; the exercise price of each converted option was determined by dividing the per share exercise price of the respective Legacy Proterra options by the Exchange Ratio of 0.8925, rounded up to the nearest whole cent; • each outstanding Legacy Proterra warrant to purchase Legacy Proterra common stock and convertible preferred stock was converted into a warrant to purchase shares of Proterra common stock by multiplying the number of underlying shares by the Exchange Ratio, rounded down to the nearest whole share, resulting in such warrants being exercisable to purchase an aggregate of 3,504,523 shares of Proterra common stock; the exercise price of each converted warrant was determined by dividing the per share exercise price of the respective Legacy Proterra warrant by the Exchange Ratio of 0.8925, rounded up to the nearest whole cent; • each outstanding Convertible Note that was not optionally converted in connection with the Closing remained outstanding and became convertible into shares of Proterra common stock in accordance with the terms of such Convertible Notes. • 15,172 public shares were redeemed by ArcLight shareholders, and an aggregate of $0.2 million was paid from the trust account to these redeeming holders; and each share of ArcLight Class A and Class B ordinary shares was converted into the right to receive one share of Proterra’s common stock resulting in the issuance of 34,671,900 shares of common stock; • pursuant to the subscription agreements between ArcLight and certain investors (the “PIPE Investors”), the PIPE Investors purchased 41.5 million shares of Proterra common stock at a purchase price of $10.00 per share for aggregate gross proceeds of $415.0 million (the “PIPE Financing”); • each ArcLight warrant outstanding immediately prior to the consummation was converted into a warrant exercisable into an equivalent number of shares of Proterra common stock, resulting in such warrants being exercisable for an aggregate of 21,424,994 shares of Proterra common stock; and • the 669,375 shares of Proterra common stock underlying certain Milestone Options (as defined below) fully vested upon the Closing. Upon the occurrence of any of the following events during the first five years following the Closing of the Merger (“earnout period”), up to an additional 22,809,500 shares of Proterra common stock (the “Earnout Stock”) may be issued to former holders of Legacy Proterra convertible preferred stock, common stock, warrants, vested options and Convertible Notes as of immediately prior to the closing of the Merger, as follows: a. 21.0526% of the Earnout Stock if over any 20 trading days within any 30 trading day period, the volume-weighted average price (“VWAP”) of the Proterra common stock is greater than or equal to $15.00 per share or there occurs any transaction resulting in a change in control with a valuation of the Proterra common stock that is greater than or equal to $15.00 per share (the “First Earnout Shares”); b. an additional 26.3158% of the Earnout Stock if over any 20 trading days within any 30 trading day period, the VWAP of the Proterra common stock is greater than or equal to $20.00 per share or there occurs any transaction resulting in a change in control with a valuation of the Proterra common stock that is greater than or equal to $20.00 per share; c. an additional 26.3158% of the Earnout Stock if over any 20 trading days within any 30 trading day period, the VWAP of the Proterra common stock is greater than or equal to $25.00 per share or there occurs any transaction resulting in a change in control with a valuation of the Proterra common stock that is greater than or equal to $25.00 per share; d. an additional 26.3158% of the Earnout Stock if over any 20 trading days within any 30 trading day period, the VWAP of the Proterra common stock is greater than or equal to $30.00 per share or there occurs any transaction resulting in a change in control with a valuation of the Proterra common stock that is greater than or equal to $30.00 per share; Pursuant to a letter agreement (the “Sponsor Letter Agreement”) with ArcLight CTC Holdings, L.P. (the “Sponsor”), 10% of the Proterra common stock received by the Sponsor upon consummation of the Merger in exchange for its outstanding shares of ArcLight Class B ordinary shares, excluding 140,000 shares owned by the ArcLight board of directors, was subject to vesting and forfeiture (the “Sponsor Earnout Stock”). Such shares of Sponsor Earnout Stock would vest if over any 20 trading days within any 30 trading day period during the five-year earnout period, the VWAP of the Proterra common stock was greater than or equal to $15.00 per share or there occurred any transaction resulting in a change in control with a valuation of the Proterra common stock that is greater than or equal to $15.00 per share. The Earnout Stock and Sponsor Earnout Stock met indexation and other criteria under Topic 815, Derivatives and Hedging, and are considered as equity-classified instruments. The number of shares of Proterra common stock issued immediately following the consummation of the Merger was (in thousands): Shares Ordinary shares Class A of ArcLight, outstanding prior to Merger 27,750 Less redemption of ArcLight shares (15) Sponsor 6,257 Sponsor Earnout Stock 680 Common stock of ArcLight 34,672 PIPE Investors 41,500 Legacy Proterra shares 131,176 Total shares of common stock immediately after Merger 207,348 Immediately after the Merger, Proterra is authorized to issue 510.0 million shares, with a par value of $0.0001 per share. As of the Closing, the authorized shares consisted of 500.0 million shares of common stock and 10.0 million shares of preferred stock, and there were 207.3 million shares of common stock issued and outstanding, and no shares of preferred stock issued and outstanding. In addition, as of the Closing, there were 24.9 million warrants issued and outstanding, including 13.9 million public warrants, 7.6 million private placement warrants, and 3.5 million Legacy Proterra warrants. As of the Closing, a total of 82.3 million shares were reserved for future issuance upon the exercise of stock options, warrants and the issuance of Earnout Stock, of which 10.4 million shares were reserved for issuance under Proterra’s 2021 Equity Incentive Plan, 22.5 million shares were reserved under Legacy Proterra’s 2010 Equity Incentive Plan and 1.6 million shares reserved under Proterra’s 2021 Employee Stock Purchase Plan. The Merger has been accounted for as a reverse merger and a recapitalization under U.S. GAAP with Legacy Proterra being the accounting acquirer, based on evaluation of the following facts and circumstances: • Legacy Proterra’s stockholders have a majority of the voting power of Proterra following the Merger; • Legacy Proterra has initially designated a majority of the board of directors of Proterra; • Legacy Proterra’s management comprise the management of Proterra; • Legacy Proterra comprises the ongoing operations of Proterra; • Legacy Proterra is the larger entity based on historical revenues and business operations; and • Proterra has assumed Legacy Proterra’s name. Under this method of accounting, ArcLight is treated as the “acquired” company for accounting and financial reporting purposes. Accordingly, for accounting purposes, this merger transaction is treated as the equivalent of Legacy Proterra issuing equity for the net assets of ArcLight, accompanied by a recapitalization. The net assets of ArcLight have been stated at historical cost, with no goodwill or other intangible assets recorded. The Company received aggregate cash proceeds of $649.3 million at the Closing, net of $13.8 million of PIPE Financing fees, $18.5 million of other transaction costs paid at Closing, $9.7 million of ArcLight IPO deferred underwriting fees payable, $1.3 million of other ArcLight’s accrued expenses, and $0.1 million of ArcLight’s related party payable. The unbilled ArcLight expenses incurred prior to the Closing were paid from the cash proceeds received by the Company. The transaction costs including advisory, legal and other professional services directly related to the Merger were recorded in the additional paid-in capital in the balance sheet to offset against proceeds. The deferred transaction costs of approximately $2.9 million paid by the Company prior to the Closing were recorded to the additional paid-in capital and classified as financing activities in the statement of cash flow for year ended December 31, 2021. In July 2021, the conditions for the issuance of the First Earnout Shares and the vesting of the Sponsor Earnout Stock were satisfied, resulting in an aggregate of 4,800,563 shares of common stock being issued and the 679,750 shares of Sponsor Earnout Stock fully vesting. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures certain financial assets and liabilities at fair value. Fair value is determined based on the exit price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy: Level 1 — Quoted prices in active markets for identical assets or liabilities; Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3 — Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. Financial assets measured at fair value on a recurring basis using the above input categories were as follows (in thousands): Fair Value at Pricing December 31, 2021 2020 Assets: Cash equivalents: Money market funds Level 1 $ 102,978 $ 744 U.S. Treasury securities Level 1 49,996 64,997 Short-term investments: U.S. Treasury securities Level 1 330,053 68,990 Corporate debt securities Level 2 160,914 — Total $ 643,941 $ 134,731 Liabilities: Other non-current liabilities: Derivative liability Level 3 $ — $ 70,870 Legacy Proterra warrant liability Level 3 — 39,670 Total $ — $ 110,540 As of December 31, 2021 and 2020, short-term investments were primarily comprised of U.S. Treasury securities and commercial papers of corporate debt securities. The following is a summary of cash equivalents and marketable securities as of December 31, 2021 (in thousands): Amortized Cost Unrealized Losses Estimated Fair Value Cash equivalents: Money market funds $ 102,978 $ — $ 102,978 U.S. Treasury securities 49,996 — 49,996 Short-term investments: U.S. Treasury securities 330,618 (565) 330,053 Corporate debt securities 160,937 (23) 160,914 Total $ 644,529 $ (588) $ 643,941 The unrealized losses as of December 31, 2021 are primarily related to U.S. Treasury securities with maturity longer than one year due to recent changes in interest rates and considered temporary in nature. The unrealized gain/losses related to fixed income debt securities for the year ended December 31, 2020 were immaterial. The contractual maturities of short-term investments are as follows (in thousands): December 31, 2021 2020 Due within one year $ 291,525 $ 68,990 Due after one year to two years 199,442 — Total $ 490,967 $ 68,990 In August 2020, the Company issued Convertible Notes that contain embedded features subject to derivative accounting. Refer to Note 6, Debt, for additional information on the Convertible Notes. The embedded derivatives were recognized as a derivative liability on the balance sheet, and were measured at fair value, subject to remeasurement at each balance sheet date. The warrants issued in connection with the Convertible Notes were, prior to Closing, classified as a liability because they could become exercisable into common stock upon a QIPO or into convertible preferred stock after five years from issuance date in the event that there was no QIPO during such period. Such warrants were measured at fair value, subject to remeasurement at each balance sheet date. The fair value of derivative liability, the Legacy Proterra warrant liability, and the Convertible Notes were measured using Monte Carlo Simulation pricing model. The fair value of the Convertible Notes was $278.9 million as of December 31, 2021. The carrying value of the Convertible Notes of $101.0 million, net of $62.3 million unamortized debt discount and issuance costs, as of December 31, 2021, was recorded in Debt, non-current on the balance sheets. The valuation of derivative and Legacy Proterra warranty liabilities and the Convertible Notes are based on significant inputs not observable in the market, and thus represents a level 3 measure. The key inputs to the valuation model include equity volatility, expected term, and risk-free interest rate. The public warrants and private placement warrants issued in connection with ArcLight’s initial public offering were classified as a liability prior to the Closing, as they did not meet the requirements for equity classification under Topic 815, Derivatives and Hedging. These warrants were continually measured at fair value, subject to remeasurement at each balance sheet date subsequent to the Closing. Most of the warrants were exercised in October 2021, and the Company redeemed the remaining outstanding public warrants at a redemption price of $0.10 per public warrant. See Note 10, Warrants, for further details. A summary of the changes of the derivative liability and warrant liabilities is as follows (in thousands): Derivative liability Legacy Proterra warrant liability Private placement warrant liability Public warrant liability Fair value as of December 31, 2020 $ 70,870 $ 39,670 $ — $ — Warrant liability acquired as part of the reverse recapitalization — — 57,610 84,640 Change in fair value 111,684 47,346 (38,589) (50,264) Reclassification of liability upon the reverse recapitalization (182,554) (69,320) — — Reclassification of liability upon exercise of warrants — (17,696) (19,021) (34,376) Fair value as of December 31, 2021 $ — $ — $ — $ — The change in fair value of derivative and warrant liabilities is recorded in the statement of operations. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Balance Sheet Components Cash and cash equivalents consisted of the following (in thousands): December 31, 2021 2020 Cash $ 17,065 $ 44,978 Cash equivalents 152,974 65,741 Total cash and cash equivalents $ 170,039 $ 110,719 The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheets to the total of such amounts shown on the statements of cash flows. December 31, 2021 2020 Cash and cash equivalents $ 170,039 $ 110,719 Restricted cash, current portion 12,105 8,397 Restricted cash, net of current portion 460 4,581 Total restricted cash 12,565 12,978 Total cash and cash equivalents, and restricted cash $ 182,604 $ 123,697 Inventories consisted of the following (in thousands): December 31, 2021 2020 Raw materials $ 65,225 $ 31,148 Work in progress 25,062 8,042 Finished goods 18,269 47,756 Service parts 6,000 5,384 Total inventories $ 114,556 $ 92,330 The Company recorded a write-down of excess or obsolete inventories to cost of goods sold of $1.9 million, $3.0 million and $4.9 million in the years ended December 31, 2021, 2020 and 2019, respectively. Property, plant, and equipment, net, consisted of the following (in thousands): December 31, 2021 2020 Computer hardware $ 5,195 $ 4,708 Computer software 9,561 8,849 Internally used vehicles and charging systems 16,459 19,136 Leased vehicles and batteries 6,863 7,081 Leasehold improvements 10,516 10,234 Machinery and equipment 28,302 26,026 Office furniture and equipment 1,861 1,854 Tooling 21,726 21,727 Finance lease right-of-use assets 179 179 Construction in progress 20,243 1,830 120,905 101,624 Less: Accumulated depreciation and amortization (58,659) (48,037) Total $ 62,246 $ 53,587 Construction in progress was comprised of various assets that are not available for their intended use as of the balance sheet date. Depreciation and amortization expense were $15.7 million, $15.5 million and $12.6 million for the years ended December 31, 2021, 2020 and 2019, respectively. Accrued liabilities consisted of the following (in thousands): December 31, 2021 2020 Accrued payroll and related expenses $ 8,069 $ 6,695 Accrued sales and use tax 885 975 Warranty reserve 8,116 6,121 Financing obligation — 3,056 Accrued audit and accounting related expenses 783 428 Accrued charger installation costs 579 769 Other accrued expenses 2,202 1,692 Total $ 20,634 $ 19,736 In July 2016, we entered into a bus sale and lease transaction for ten Catalyst buses. These buses are leased to other parties for five years by the customer. At the end of the lease term, the fourth quarter of 2021, we had an obligation to repurchase the buses back from the customer. We received $6.0 million from the customer directly upon delivery in 2016. Under U.S. GAAP, this sales transaction is considered as a borrowing and the lease transaction was considered as an operating lease. The financing obligation was $3.1 million as of December 31, 2020, and paid off in the fourth quarter of 2021. Other long-term liabilities consisted of the following (in thousands): December 31, 2021 2020 Warranty reserve $ 15,158 $ 12,461 Finance lease liabilities, non-current 87 117 Total $ 15,245 $ 12,578 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt, net of debt discount and issuance costs, consisted of the following (in thousands): December 31, 2021 2020 Senior Credit Facility — 16,809 PPP loan 10,000 10,000 Convertible Notes 100,999 106,443 Total Debt 110,999 133,252 Less debt, current — — Debt, non-current $ 110,999 $ 133,252 Senior Credit Facility In May 2019, the Company entered into a Loan, Guaranty and Security Agreement for a senior secured asset-based lending facility (“Senior Credit Facility”) with borrowing capacity up to $75.0 million. The commitment under the Senior Credit Facility is available to the Company on a revolving basis through the earlier of May 2024 or 91 days prior to the stated maturity of any subordinated debt in aggregate amount of $7.5 million or more. The maximum availability under the Senior Credit Facility is based on certain specified percentages of eligible accounts receivable and inventory, subject to certain reserves, to be determined in accordance with the Senior Credit Facility. The commitment under the Senior Credit Facility includes a $10.0 million letter of credit sub-line. Subject to certain conditions, the commitment may be increased by $50.0 million upon approval by the lender, and at the Company’s option, the commitment can be reduced to $25.0 million or terminated upon at least 15 days written notice. The Senior Credit Facility is secured by a security interest in substantially all of the Company’s assets except for intellectual property and other restricted property. Borrowings under the Senior Credit Facility bear interest at per annum rates equal to, at the Company’s option, either (i) the base rate plus an applicable margin for base rate loan, or (ii) the London Interbank Offered Rate (“LIBOR”) plus an applicable margin for LIBOR loan. The base rate is calculated as the greater of (a) the Lender prime rate, (b) the federal funds rate plus 0.5%, and (c) one-month LIBOR plus 1.0%. The applicable margin is calculated based on a pricing grid linked to quarterly average excess availability (as a percentage of borrowing capacity). For base rate loans, the applicable margin ranges from 0.0% to 1.5%, and for LIBOR Loans, it ranges from 1.5% to 3.0%. The Senior Credit Facility contains certain customary non-financial covenants. In addition, the Senior Credit Facility requires the Company to maintain a Fixed Charge Coverage Ratio of at least 1.00:1.00 during such times as a covenant trigger event shall exist. While there was no principal outstanding under the Senior Credit Facility as of December 31, 2021, the Company has an aggregate of $14.4 million letters of credit outstanding, using some available capacity. As of December 31, 2020, the outstanding balance was $17.1 million, with maturity of May 2024 and interest rate of 3.09% per annum. Small Business Administration Loan In May 2020, the Company received Small Business Administration (“SBA”) loan proceeds of $10.0 million from Town Center Bank pursuant to the Paycheck Protection Program (“the PPP loan”) under the “Coronavirus Aid, Relief and Economic Security (CARES) Act”. The PPP loan was in the form of a note with original maturity in May 2022, and was extended to May 2025 based on SBA’s interim final rule. The interest rate is 1.00% per annum. Convertible Notes In August 2020, the Company entered into a Note Purchase Agreement for Secured Convertible Promissory Notes (“Convertible Notes”). The Convertible Notes had an aggregate principal amount of $200.0 million, with a cash interest of 5.0% per annum payable at each quarter end and a paid-in-kind interest of 4.5% per annum payable by increasing the principal balance at each quarter end. The Convertible Notes will mature in August 2025, and the Company may not make prepayment unless approved by the required holders of the Convertible Notes. Each of the Convertible Notes shall rank equally without preference or priority of any kind over one another, but senior in all rights, privileges and preferences to all other shares of the Company’s capital stock and all other securities of the Company that are convertible into or exercisable for the Company’s capital stock directly or indirectly. Prior to the maturity date or prior to the payment or conversion of the entire balance of the Convertible Notes, in the event of a liquidation or sale of the Company, the Company shall pay to the holders of Convertible Notes the greater of (i) 150% of the principal balance of the Convertible Notes or (ii) the consideration that the holders would have received had the holders elected to convert the Convertible Notes into preferred stock immediately prior to such liquidation event. The Convertible Notes do not entitle the holders to any voting rights or other rights as a stockholder of the Company, unless and until the Convertible Notes are actually converted into shares of the Company’s capital stock in accordance with their terms. The Note Purchase Agreement contains certain customary non-financial covenants. In addition, the Note Purchase Agreement requires the Company to maintain liquidity at quarter end of not less than the greater of (i) $75.0 million and (ii) four times of cash burn for the three-month period then ended. The Convertible Notes will mature in August 2025 or will be settled by issuing common stock, and accordingly are classified as a non-current liability on the Company’s balance sheets. In connection with the issuance of the Convertible Notes, the Company issued warrants to the holders of Convertible Notes to purchase 4.6 million shares of Company stock at an exercise price of $0.02 per share. The warrants are freestanding financial instruments and, prior to the Closing, were classified as liability due to the possibility that they could become exercisable into Legacy Proterra convertible preferred stock. Upon the consummation of the Merger, the stock issuable upon exercise of the warrants is Proterra common stock, with no possibility to convert to Legacy Proterra convertible preferred stock. As a result, the carrying amount of the warrant liability was reclassified to stockholders’ equity. The warrant liability of $29.0 million was initially measured at fair value on its issuance date and recorded as a debt discount, and was amortized during the term of the Convertible Notes to interest expense using the effective-interest method. The warrant liability was remeasured on a recurring basis at each reporting period date, with the change in fair value reported in the statement of operations. Upon any exercise of the warrants to common stock, the carrying amount of the warrant liability is reclassified to stockholders’ equity. Prior to the Closing, the embedded features of the Convertible Notes were composed of conversion options that had the economic characteristics of a contingent early redemption feature settled in a variable number of shares of Company stock. These conversion options were bifurcated and accounted for separately from the host debt instrument. The derivative liability of $68.5 million was initially measured at fair value on the issuance date of the Convertible Notes and recorded as a debt discount and was amortized during the term of the Convertible Notes to interest expense using the effective-interest method. The derivative liability was remeasured on a recurring basis at each reporting period date, with the change in fair value reported in the statement of operations. Upon the consummation of the Merger, the embedded conversion features associated with the Convertible Notes no longer qualify for derivative accounting since the conversion price became fixed. The carrying amount of the embedded derivative, the fair value as of the Closing Date, was reclassified to stockholders’ equity in accordance with Topic 815, Derivatives and Hedging. Issuance costs of $5.1 million were also recorded as debt discount and are amortized during the term of the Convertible Notes to interest expense using the effective interest method. On June 14, 2021, certain Convertible Note holders with an original aggregate principal amount of $46.5 million elected to convert their Convertible Notes at the Closing of the Merger. An aggregate of $48.8 million principal and interest was reclassified to additional paid-in capital, and $21.0 million of remaining related debt issuance costs were expensed to interest expense. At any time after the expiration of the lock-up period following the closing of the Merger, the remaining outstanding Convertible Notes will automatically be converted into common stock if at any time the volume-weighted average price (VWAP) of the common stock over a period of 20 consecutive trading days exceeds 150% of the conversion price or $9.86. The amortization expense of debt discount and issuance costs was $34.7 million and $5.6 million for the year ended December 31, 2021 and 2020, respectively. The Convertible Notes, net of debt discount and issuance costs, consisted of the following (in thousands): December 31, 2021 2020 Principal $ 153,500 $ 200,000 PIK interest 9,826 3,501 Total principal 163,326 203,501 Less debt discount and issuance costs (62,327) (97,058) Total Convertible Notes $ 100,999 $ 106,443 As of December 31, 2021, the contractual future principal repayments of the total debt were as follows (in thousands): 2022 $ — 2025 (1) 173,326 Total $ 173,326 __________________ (1) Including PIK interest added to principal balance through December 31, 2021. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company adopted the new lease accounting standard on January 1, 2020 using the modified retrospective transition method, recognizing a cumulative-effect adjustment to the balance sheet and not adjusting comparative information for prior periods. In addition, the Company elected the package of practical expedients permitted under the transition guidance, which allowed the Company not to reassess (1) whether any expired or existing contracts are or contain leases, (2) lease classification for any expired or existing leases, and (3) initial direct costs for any existing leases. The Company did not elect the use of hindsight practical expedients in determining the lease term for existing leases. Topic 842 also provides practical expedients for an entity’s ongoing accounting. The Company has elected the short-term lease recognition exemption for all leases that qualify. As a result, for those leases with a term of less than 12 months, it will not recognize right-of-use assets or lease liabilities. The Company also elected the practical expedient to not separate lease and non-lease components for all its leases regardless of whether the Company is the lessee or a lessor to the lease. The adoption resulted in a recognition of $13.8 million of operating lease assets and $14.3 million of operating lease liabilities on the balance sheet on January 1, 2020. The difference represents prepaid rent expense and deferred rent for leases existed on the date of adoption, which was an offset to the opening balance of operating lease assets. The adoption has no impact on the Company’s operating expenses and cash flows. As a Lessor The net investment in leases are as follows: December 31, 2021 2020 Net investment in leases, current $ 411 $ 398 Net investment in leases, non-current 5,179 3,101 Total net investment in leases $ 5,590 $ 3,499 Interest income from accretion of net investment in lease is not material for the years ended December 31, 2021, 2020 and 2019. Future minimum payments receivable from operating and sales-type leases as of December 31, 2021 for each of the next five years are as follows: Operating leases Sales-type leases 2022 $ 803 $ 395 2023 384 469 2024 — 548 2025 — 828 2026 — 828 Thereafter — 3,061 Total minimum lease payments $ 1,187 $ 6,129 As a Lessee The Company leases its office and manufacturing facilities in Burlingame, California, Greenville and Greer, South Carolina, City of Industry, California, and Rochester Hills, Michigan under operating lease agreements with various expiration dates from 2022 through 2033. The Company had no material capital leases as of December 31, 2021. Maturities of operating lease liabilities as of December 31, 2021 were as follows (in thousands): 2022 $ 5,419 2023 4,796 2024 3,733 2025 3,148 2026 2,615 Thereafter 12,096 Total undiscounted lease payment 31,807 Less: imputed interest (6,760) Total lease liabilities $ 25,047 Operating lease expense was $4.2 million, $4.0 million, and $3.4 million for the years ended December 31, 2021, 2020 and 2019, respectively. Short-term and variable lease expenses for the years ended December 31, 2021, 2020 and 2019 were not significant. Supplemental cash flow information related to leases were as follows (in thousands): Year Ended December 31 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ (4,209) $ (3,855) Lease liabilities arising from obtaining right-of-use assets: Operating lease $ 17,573 $ 7 Operating lease right-of-use assets and liabilities consist of the following (in thousands): December 31, 2021 2020 Operating leases Operating lease right-of-use assets $ 24,282 $ 10,310 Operating lease liabilities, current $ 4,084 $ 3,153 Operating lease liabilities, non-current 20,963 7,891 Total operating lease liabilities $ 25,047 $ 11,044 The weighted average remaining lease term and discount rate of operating leases are 7.6 years and 5.8%, respectively, as of December 31, 2021. The weighted average remaining lease term and discount rate of operating leases are 4.0 years and 4.9%, respectively, as of December 31, 2020. |
Leases | Leases The Company adopted the new lease accounting standard on January 1, 2020 using the modified retrospective transition method, recognizing a cumulative-effect adjustment to the balance sheet and not adjusting comparative information for prior periods. In addition, the Company elected the package of practical expedients permitted under the transition guidance, which allowed the Company not to reassess (1) whether any expired or existing contracts are or contain leases, (2) lease classification for any expired or existing leases, and (3) initial direct costs for any existing leases. The Company did not elect the use of hindsight practical expedients in determining the lease term for existing leases. Topic 842 also provides practical expedients for an entity’s ongoing accounting. The Company has elected the short-term lease recognition exemption for all leases that qualify. As a result, for those leases with a term of less than 12 months, it will not recognize right-of-use assets or lease liabilities. The Company also elected the practical expedient to not separate lease and non-lease components for all its leases regardless of whether the Company is the lessee or a lessor to the lease. The adoption resulted in a recognition of $13.8 million of operating lease assets and $14.3 million of operating lease liabilities on the balance sheet on January 1, 2020. The difference represents prepaid rent expense and deferred rent for leases existed on the date of adoption, which was an offset to the opening balance of operating lease assets. The adoption has no impact on the Company’s operating expenses and cash flows. As a Lessor The net investment in leases are as follows: December 31, 2021 2020 Net investment in leases, current $ 411 $ 398 Net investment in leases, non-current 5,179 3,101 Total net investment in leases $ 5,590 $ 3,499 Interest income from accretion of net investment in lease is not material for the years ended December 31, 2021, 2020 and 2019. Future minimum payments receivable from operating and sales-type leases as of December 31, 2021 for each of the next five years are as follows: Operating leases Sales-type leases 2022 $ 803 $ 395 2023 384 469 2024 — 548 2025 — 828 2026 — 828 Thereafter — 3,061 Total minimum lease payments $ 1,187 $ 6,129 As a Lessee The Company leases its office and manufacturing facilities in Burlingame, California, Greenville and Greer, South Carolina, City of Industry, California, and Rochester Hills, Michigan under operating lease agreements with various expiration dates from 2022 through 2033. The Company had no material capital leases as of December 31, 2021. Maturities of operating lease liabilities as of December 31, 2021 were as follows (in thousands): 2022 $ 5,419 2023 4,796 2024 3,733 2025 3,148 2026 2,615 Thereafter 12,096 Total undiscounted lease payment 31,807 Less: imputed interest (6,760) Total lease liabilities $ 25,047 Operating lease expense was $4.2 million, $4.0 million, and $3.4 million for the years ended December 31, 2021, 2020 and 2019, respectively. Short-term and variable lease expenses for the years ended December 31, 2021, 2020 and 2019 were not significant. Supplemental cash flow information related to leases were as follows (in thousands): Year Ended December 31 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ (4,209) $ (3,855) Lease liabilities arising from obtaining right-of-use assets: Operating lease $ 17,573 $ 7 Operating lease right-of-use assets and liabilities consist of the following (in thousands): December 31, 2021 2020 Operating leases Operating lease right-of-use assets $ 24,282 $ 10,310 Operating lease liabilities, current $ 4,084 $ 3,153 Operating lease liabilities, non-current 20,963 7,891 Total operating lease liabilities $ 25,047 $ 11,044 The weighted average remaining lease term and discount rate of operating leases are 7.6 years and 5.8%, respectively, as of December 31, 2021. The weighted average remaining lease term and discount rate of operating leases are 4.0 years and 4.9%, respectively, as of December 31, 2020. |
Leases | Leases The Company adopted the new lease accounting standard on January 1, 2020 using the modified retrospective transition method, recognizing a cumulative-effect adjustment to the balance sheet and not adjusting comparative information for prior periods. In addition, the Company elected the package of practical expedients permitted under the transition guidance, which allowed the Company not to reassess (1) whether any expired or existing contracts are or contain leases, (2) lease classification for any expired or existing leases, and (3) initial direct costs for any existing leases. The Company did not elect the use of hindsight practical expedients in determining the lease term for existing leases. Topic 842 also provides practical expedients for an entity’s ongoing accounting. The Company has elected the short-term lease recognition exemption for all leases that qualify. As a result, for those leases with a term of less than 12 months, it will not recognize right-of-use assets or lease liabilities. The Company also elected the practical expedient to not separate lease and non-lease components for all its leases regardless of whether the Company is the lessee or a lessor to the lease. The adoption resulted in a recognition of $13.8 million of operating lease assets and $14.3 million of operating lease liabilities on the balance sheet on January 1, 2020. The difference represents prepaid rent expense and deferred rent for leases existed on the date of adoption, which was an offset to the opening balance of operating lease assets. The adoption has no impact on the Company’s operating expenses and cash flows. As a Lessor The net investment in leases are as follows: December 31, 2021 2020 Net investment in leases, current $ 411 $ 398 Net investment in leases, non-current 5,179 3,101 Total net investment in leases $ 5,590 $ 3,499 Interest income from accretion of net investment in lease is not material for the years ended December 31, 2021, 2020 and 2019. Future minimum payments receivable from operating and sales-type leases as of December 31, 2021 for each of the next five years are as follows: Operating leases Sales-type leases 2022 $ 803 $ 395 2023 384 469 2024 — 548 2025 — 828 2026 — 828 Thereafter — 3,061 Total minimum lease payments $ 1,187 $ 6,129 As a Lessee The Company leases its office and manufacturing facilities in Burlingame, California, Greenville and Greer, South Carolina, City of Industry, California, and Rochester Hills, Michigan under operating lease agreements with various expiration dates from 2022 through 2033. The Company had no material capital leases as of December 31, 2021. Maturities of operating lease liabilities as of December 31, 2021 were as follows (in thousands): 2022 $ 5,419 2023 4,796 2024 3,733 2025 3,148 2026 2,615 Thereafter 12,096 Total undiscounted lease payment 31,807 Less: imputed interest (6,760) Total lease liabilities $ 25,047 Operating lease expense was $4.2 million, $4.0 million, and $3.4 million for the years ended December 31, 2021, 2020 and 2019, respectively. Short-term and variable lease expenses for the years ended December 31, 2021, 2020 and 2019 were not significant. Supplemental cash flow information related to leases were as follows (in thousands): Year Ended December 31 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ (4,209) $ (3,855) Lease liabilities arising from obtaining right-of-use assets: Operating lease $ 17,573 $ 7 Operating lease right-of-use assets and liabilities consist of the following (in thousands): December 31, 2021 2020 Operating leases Operating lease right-of-use assets $ 24,282 $ 10,310 Operating lease liabilities, current $ 4,084 $ 3,153 Operating lease liabilities, non-current 20,963 7,891 Total operating lease liabilities $ 25,047 $ 11,044 The weighted average remaining lease term and discount rate of operating leases are 7.6 years and 5.8%, respectively, as of December 31, 2021. The weighted average remaining lease term and discount rate of operating leases are 4.0 years and 4.9%, respectively, as of December 31, 2020. |
Leases | Leases The Company adopted the new lease accounting standard on January 1, 2020 using the modified retrospective transition method, recognizing a cumulative-effect adjustment to the balance sheet and not adjusting comparative information for prior periods. In addition, the Company elected the package of practical expedients permitted under the transition guidance, which allowed the Company not to reassess (1) whether any expired or existing contracts are or contain leases, (2) lease classification for any expired or existing leases, and (3) initial direct costs for any existing leases. The Company did not elect the use of hindsight practical expedients in determining the lease term for existing leases. Topic 842 also provides practical expedients for an entity’s ongoing accounting. The Company has elected the short-term lease recognition exemption for all leases that qualify. As a result, for those leases with a term of less than 12 months, it will not recognize right-of-use assets or lease liabilities. The Company also elected the practical expedient to not separate lease and non-lease components for all its leases regardless of whether the Company is the lessee or a lessor to the lease. The adoption resulted in a recognition of $13.8 million of operating lease assets and $14.3 million of operating lease liabilities on the balance sheet on January 1, 2020. The difference represents prepaid rent expense and deferred rent for leases existed on the date of adoption, which was an offset to the opening balance of operating lease assets. The adoption has no impact on the Company’s operating expenses and cash flows. As a Lessor The net investment in leases are as follows: December 31, 2021 2020 Net investment in leases, current $ 411 $ 398 Net investment in leases, non-current 5,179 3,101 Total net investment in leases $ 5,590 $ 3,499 Interest income from accretion of net investment in lease is not material for the years ended December 31, 2021, 2020 and 2019. Future minimum payments receivable from operating and sales-type leases as of December 31, 2021 for each of the next five years are as follows: Operating leases Sales-type leases 2022 $ 803 $ 395 2023 384 469 2024 — 548 2025 — 828 2026 — 828 Thereafter — 3,061 Total minimum lease payments $ 1,187 $ 6,129 As a Lessee The Company leases its office and manufacturing facilities in Burlingame, California, Greenville and Greer, South Carolina, City of Industry, California, and Rochester Hills, Michigan under operating lease agreements with various expiration dates from 2022 through 2033. The Company had no material capital leases as of December 31, 2021. Maturities of operating lease liabilities as of December 31, 2021 were as follows (in thousands): 2022 $ 5,419 2023 4,796 2024 3,733 2025 3,148 2026 2,615 Thereafter 12,096 Total undiscounted lease payment 31,807 Less: imputed interest (6,760) Total lease liabilities $ 25,047 Operating lease expense was $4.2 million, $4.0 million, and $3.4 million for the years ended December 31, 2021, 2020 and 2019, respectively. Short-term and variable lease expenses for the years ended December 31, 2021, 2020 and 2019 were not significant. Supplemental cash flow information related to leases were as follows (in thousands): Year Ended December 31 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ (4,209) $ (3,855) Lease liabilities arising from obtaining right-of-use assets: Operating lease $ 17,573 $ 7 Operating lease right-of-use assets and liabilities consist of the following (in thousands): December 31, 2021 2020 Operating leases Operating lease right-of-use assets $ 24,282 $ 10,310 Operating lease liabilities, current $ 4,084 $ 3,153 Operating lease liabilities, non-current 20,963 7,891 Total operating lease liabilities $ 25,047 $ 11,044 The weighted average remaining lease term and discount rate of operating leases are 7.6 years and 5.8%, respectively, as of December 31, 2021. The weighted average remaining lease term and discount rate of operating leases are 4.0 years and 4.9%, respectively, as of December 31, 2020. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase Commitments As of December 31, 2021, the Company had outstanding inventory and other purchase commitments of $2.1 billion. Letters of Credit As of December 31, 2021, the Company had letters of credit outstanding totaling $14.5 million, which will expire over various dates in 2022. Guarantees The Company provided guarantees of lease payments for vehicles under the financing transaction discussed in Note 5, in the event the lessee does not make payments to the financing company. The Company regularly reviews its performance risk under the arrangements, and in the event that it becomes probable that it will be required to perform under a guarantee, the fair value of probable payment will be recorded. No guarantee liability was recorded as of December 31, 2021 and 2020. Legal Proceedings The Company accrues contingent liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. From time to time in the normal course of business, various claims and litigation have been asserted or commenced. Due to uncertainties inherent in litigation and other claims, the Company can give no assurance that it will prevail in any such matters, which could subject the Company to significant liability or damages. Any claims or litigation could have an adverse effect on the Company’s business, financial position, operating results, or cash flows in or following the period that claims or litigation are resolved. As of December 31, 2021, the Company was not a party to any legal proceedings that would have a material adverse effect on its business. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity On June 14, 2021, the Merger was consummated and, following the Closing, the Company is authorized to issue 510,000,000 shares of capital stock, with a par value of $0.0001 per share. The authorized shares consisted of 500,000,000 shares of common stock and 10,000,000 shares of preferred stock. As of December 31, 2021, 221,959,711 shares of common stock were issued and outstanding, and no shares of preferred stock were issued and outstanding. The holders of each share of common stock are entitled to one vote per share. There were 6,361,952 shares of Legacy Proterra common stock issued and outstanding as of December 31, 2020. The Company has retroactively adjusted the shares of Legacy Proterra stock issued and outstanding prior to June 14, 2021 to give effect to the Exchange Ratio of 0.8925 established in the Merger Agreement to determine the number of shares of Proterra common stock into which they were converted. Immediately prior to the Merger, Legacy Proterra was authorized to issue 271,920,636 shares of stock, with a par value of $0.0001 per share, with 156,276,750 shares designated as common stock and 115,643,886 shares of convertible preferred stock. All of the outstanding Legacy Proterra convertible preferred stock was converted to Legacy Proterra common stock immediately prior to the Merger. See Note 3, Reverse Recapitalization. The following table summarizes Legacy Proterra convertible preferred stock authorized and issued and outstanding as of December 31, 2020 (in thousands): Shares Authorized Shares Issued and Outstanding Net Carrying Value Aggregate Liquidation Preference Series 1 (1) 24,604 24,522 $ 79,564 $ 75,006 Series 2 5,417 5,417 24,868 24,953 Series 3 6,799 6,799 36,096 36,475 Series 4 8,175 7,749 29,901 30,000 Series 5 25,339 25,339 138,747 142,987 Series 6 12,888 12,888 79,085 80,000 Series 7 21,197 21,197 151,770 155,000 Series 8 11,225 11,225 86,648 86,875 Total 115,644 115,136 $ 626,679 $ 631,296 __________________ (1) Including Series 1 convertible preferred stock issued through exercise of warrants and the proceeds was $0.5 million. As of December 31, 2021, the Company had reserved shares of common stock for issuance as follows (in thousands): 2010 Equity Incentive Plan 21,040 2021 Equity Incentive Plan 10,856 2021 Employee Stock Purchase Plan 1,630 Warrants 1 Earnout Stock 18,009 Total 51,536 As of December 31, 2020, the Company had reserved shares of common stock, on an as-if-converted basis, for issuance as follows (in thousands): Exercise of stock options to purchase common stock 23,526 Exercise of common stock warrants to purchase common stock 4,596 Issuances of shares available under stock option plans 395 Conversion of convertible preferred stock 115,576 Conversion of convertible preferred stock warrants 508 Total 144,601 |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Warrants | Warrants Public Warrants Public warrants were only exercisable for a whole number of shares of common stock at a price of $11.50 per share, subject to adjustment, at any time commencing on September 25, 2021, provided in each case that the Company had an effective registration statement under the Securities Act covering the common stock issuable upon exercise of the warrants and a current prospectus relating to them was available (or the Company permitted holders to exercise their warrants on a cashless basis under the circumstances specified in the Amended and Restated Warrant Agreement) and such shares were registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. The warrants were to expire June 14, 2026 or earlier upon redemption or liquidation. Once the warrants became exercisable, the Company was able to redeem the outstanding warrants (except as described herein with respect to the private placement warrants): Redemption of warrants when the price per share of common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the common stock equaled or exceeded $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30- trading day period ending three trading days before the Company sent the notice of redemption to the warrant holders. Redemption of warrants when the price per share of common stock equals or exceeds $10.00. Once the warrants became exercisable, the Company was able to redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders were able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the make-whole exercise table specified in the Amended and Restated Warrant Agreement, based on the redemption date and the “fair market value” of common stock (as provided in such table) except as otherwise provided for in the Amended and Restated Warrant Agreement; and • if, and only if, the closing price of the shares of common stock equaled or exceeded $10.00 per public share (as adjusted for share subdivisions, share dividends, reorganizations, reclassifications, recapitalizations and the like) for any 20 trading days within the 30-trading day period ending three trading days before the Company sent the notice of redemption to the warrant holders. In addition, if the closing price of the common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sent the notice of redemption to the warrant holders was less than $18.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, reclassifications, recapitalizations and the like), the private placement warrants could also be, and were, concurrently called for redemption on the same terms as the outstanding public warrants, as described above. Beginning on the date the notice of redemption was given until the warrants were redeemed or exercised, holders were able to elect to exercise their warrants on a cashless basis. The public warrants were classified as liabilities as they did not meet the requirements for equity classification under Topic 815, Derivatives and Hedging. Immediately prior to the Closing, the warrant liability was $84.6 million. Such warrants were measured at fair value, subject to remeasurement at each balance sheet date. Private Placement Warrants Except as described below, the private placement warrants had terms and provisions that were identical to those of the public warrants. The private placement warrants (including the shares of common stock issuable upon exercise of the private placement warrants) were not transferable, assignable or salable until July 14, 2021, except pursuant to limited exceptions to the Company’s officers and directors and other persons or entities affiliated with the Sponsor, and they were not redeemable by the Company, except as described above when the price per share of common stock equaled or exceeded $10.00, so long as they were held by the Sponsor or its permitted transferees (except as otherwise set forth herein). The Sponsor, or its permitted transferees, had the option to exercise the private placement warrants on a cashless basis. If the private placement warrants were held by holders other than the Sponsor or its permitted transferees, the private placement warrants were redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the public warrants. Any amendment to the terms of the private placement warrants or any provision of the Amended and Restated Warrant Agreement with respect to the private placement warrants required a vote of holders of at least 65% of the number of the then outstanding private placement warrants. The private placement warrants were classified as liabilities as they did not meet the requirements for equity classification under Topic 815, Derivatives and Hedging. Immediately prior to the Closing, the warrant liability was $57.6 million. Such warrants were measured at fair value, subject to remeasurement at each balance sheet date. On September 27, 2021, the Company announced that it would be redeeming all of its outstanding public warrants and private placement warrants (collectively, the “Warrants”) based on the terms in the Amended and Restated Warrant Agreement dated June 14, 2021. On October 29, 2021 (the “Redemption Date”), any Warrants that remained unexercised became void and no longer exercisable, and the holders of those Warrants were entitled to receive only the redemption price of $0.10 per Warrant. In connection with the redemption, holders of Warrants had the option to either exercise the Warrants in cash or on a “cashless” basis to receive 0.255 shares of common stock per warrant. In October 2021, 10,599 public warrants were exercised for cash resulting in the issuance of 10,599 shares of common stock for an aggregate exercise price of $121,889, 13,436,250 public warrants and 7,550,000 private placement warrants were exercised on a cashless basis resulting in the issuance of 5,351,231 shares of common stock, and 428,145 public warrants were redeemed for cash for an aggregate redemption price of $42,815. In connection with the warrant exercise and redemption, $53.4 million of the carrying amount of the warrant liability was reclassified to stockholder’s equity. Other Warrants As of December 31, 2021, the Company had 892 common stock warrants outstanding exchanged from Legacy Proterra warrants. As of December 31, 2020, the Company had 5,104,030 warrants outstanding, including 4,562,533 warrants issued to the holders of Convertible Notes as described in Note 6. Activity of warrants in the year ended December 31, 2021 is as follows: Public warrants Private placement warrants Other warrants Total warrants Outstanding as of December 31, 2020 — — 5,104,030 5,104,030 Issued as part of the Merger 13,874,994 7,550,000 — 21,424,994 Exercised (1) (13,446,849) (7,550,000) (5,103,138) (26,099,987) Redeemed (428,145) — — (428,145) Outstanding as of December 31, 2021 — — 892 892 __________________ (1) An aggregate of 10,348,690 shares of common stock were issued from warrant exercise. |
Equity Plans and Stock-based Co
Equity Plans and Stock-based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Equity Plans and Stock-based Compensation | Equity Plans and Stock-based Compensation 2010 Equity Incentive Plan Legacy Proterra’s 2010 Equity Incentive Plan (the “2010 Plan”) was terminated upon the effective date of Proterra’s 2021 Equity Incentive Plan (the “2021 Plan”), and accordingly, no shares will be available for grant under the 2010 Plan. Upon Closing, the outstanding awards under the 2010 Plan were converted into options exercisable to purchase an aggregate of 22,532,619 shares of common stock. Following the Closing, the exchanged options continue to be subject to the terms of the 2010 Plan and applicable award agreements. As of December 31, 2021, options to purchase 21,040,149 shares of common stock remained outstanding under the 2010 Plan. 2021 Equity Incentive Plan The 2021 Plan was adopted by the ArcLight Board prior to the Closing, approved by ArcLight’s shareholders on June 11, 2021, and became effective upon the Closing Date. The Equity Incentive Plan allows the Company to grant awards of stock options, restricted stock awards, stock appreciation rights (“SARs”), restricted stock units (“RSUs”), performance awards, and stock bonus awards to officers, employees, directors and consultants. The Company initially reserved 10,000,000 shares of common stock, plus 387,531 reserved shares not issued under the 2010 Plan on the effective date of the 2021 Plan. The number of shares reserved for issuance under the 2021 Plan will increase automatically on January 1 of each of 2022 through 2031 by the number of shares equal to the lesser of 4% of the total number of outstanding shares of all classes of common stock as of the immediately preceding December 31, or a number as may be determined by the Board. The exercise price of stock options granted must be at least equal to the fair market value of common stock on the date of grant. Incentive stock options granted to an individual who holds, directly or by attribution, more than ten percent of the total combined voting power of all classes of capital stock must have an exercise price of at least 110% of the fair market value of common stock on the date of grant. Subject to certain adjustments, no more than 30,000,000 shares may be issued pursuant to the exercise of incentive stock options granted under the 2021 Plan. The maximum term of options granted is ten years from the date of grant, except that the maximum permitted term of incentive stock options granted to an individual who holds, directly or by attribution, more than ten percent of the total combined voting power of all classes of capital stock is five years from the date of grant. Stock option and RSU awards generally vest annually over a four-year period. 2021 Employee Stock Purchase Plan Proterra’s 2021 Employee Stock Purchase Plan (the “ESPP”), including the authorization of the initial share reserve thereunder, was adopted by the ArcLight Board prior to the Closing, approved by ArcLight’s shareholders on June 11, 2021, and became effective upon the Closing Date. An aggregate of 1,630,000 shares of common stock were reserved and available for sale under the ESPP. The aggregate number of shares reserved for sale under the ESPP will increase automatically on January 1 of each of 2022 through 2031 by a number of shares equal to the lesser of 1% of the total number of outstanding shares of common stock as of the immediately preceding December 31 or a number of shares as may be determined by the Board or the compensation committee. The aggregate number of shares issued over the term of the ESPP, subject to certain adjustments, may not exceed 16,300,000 shares. The ESPP allows eligible employees to purchase shares of our common stock at a discount through payroll deductions of up to 15% of their eligible compensation, at not less than 85% of the fair market value, as defined in the ESPP, subject to any plan limitations. A participant may purchase a maximum of 2,500 shares during each 6-month offering period and $25,000 in any one calendar year. The offering period generally start on the first trading day on or after November 15th and May 15th of each year. The Company calculated the fair value of the employees’ purchase rights relating to the ESPP using the Black-Scholes model and recorded approximately $0.2 million of stock-based compensation expense for the year ended December 31, 2021. A summary of the Company’s stock option activity and related information was as follows: Options Outstanding Number of Stock Options Outstanding Weighted- Average Exercise Price Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (in thousands) Balance as of December 31, 2018 16,527,278 $ 2.92 8.3 $ 42,951 Granted 2,998,747 5.86 Exercised (811,514) 2.13 Cancelled/forfeited/expired (506,198) 3.92 Balance as of December 31, 2019 18,208,313 $ 3.42 7.6 $ 34,723 Granted 5,829,698 4.89 Exercised (1,750,822) 2.40 Cancelled/forfeited/expired (2,108,405) 4.61 Balance as of December 31, 2020 (1) 20,178,784 $ 3.81 7.4 $ 65,056 Granted 726,309 10.42 Exercised (1,966,532) 3.36 Cancelled/forfeited/expired (836,977) 4.65 Balance as of December 31, 2021 (1) 18,101,584 $ 4.08 5.5 $ 87,425 Exercisable as of December 31, 2021 (2) 13,200,160 3.44 4.6 $ 71,087 __________________ (1) Excluding Equity Awards of 2,677,500 shares and Milestone Options of 669,375 shares. Refer to section below for further details. (2) Excluding 1,171,408 shares exercisable under the Equity Awards with weighted average exercise price of $19.61 per share as of December 31, 2021. In March 2020, in conjunction with Mr. Allen’s appointment as the President and Chief Executive Officer, the board of directors approved a grant to Mr. Allen of stock option awards with respect to 4,685,624 shares, comprised of (1) 1,338,749 shares of a time-based award with an exercise price of $5.33 per share vesting quarterly over 4 years, (2) 2,677,500 shares of a time-based award consisting of 4 tranches with an exercise price of $11.21, $16.81, $22.41 and $28.02 per share, respectively, and vesting quarterly over 4 years (“Equity Awards”), and (3) 669,375 shares of milestone-based award with an exercise price of $5.33 per share vesting entirely and becoming exercisable on the first trading day following the expiration of the lockup period of the Company’s initial public offering or the consummation of a change in control of the Company or upon the consummation of a merger involving a Special Purpose Acquisition Company (“Milestone Options”). The stock-based compensation expense for Milestone Options was recognized at the time the performance milestone became probable of achievement, which was at the time of Closing. Upon Closing, 669,375 shares underlying the Milestone Options fully vested, and $2.1 million stock-based compensation expense was recognized in June 2021. Aggregate intrinsic value represents the difference between the estimated fair value of the underlying common stock and the exercise price of outstanding, in-the-money stock options. The total intrinsic value of stock options exercised was $12.1 million, $4.3 million and $2.9 million for the year ended December 31, 2021, 2020 and 2019, respectively. The total estimated grant date fair value of stock options vested was $13.8 million, $9.9 million and $8.3 million for the year ended December 31, 2021, 2020 and 2019, respectively. As of December 31, 2021, the total unrecognized stock-based compensation expense related to outstanding stock options was $23.4 million, which is expected to be recognized over a weighted-average period of 2.3 years. Determining Fair Value of Stock Options The Company uses the Black-Scholes option pricing model to determine the fair value of stock options. The fair value of each stock option grant is estimated on the date of the grant. The fair value of the Legacy Proterra common stock underlying the stock options has historically been determined by the board of directors, as there was no public market for the Company’s common stock prior to Merger Closing. Therefore, the board of directors has determined the fair value of the common stock at the time of the stock option grant by considering a number of objective and subjective factors including independent third-party valuation reports, valuations of comparable companies, sales of convertible preferred stock and common stock to unrelated third parties, operating and financial performance, lack of liquidity of capital stock and general and industry-specific economic outlook, among other factors. The fair value of stock options granted is estimated on the date of grant using the following assumptions: Year Ended December 31, 2021 2020 2019 Expected term (in years) 6.2 6.1 6.1 Risk-free interest rate 1.0 % 0.5 % 1.8 % Expected volatility 54.8 % 69.1 % 65.4 % Expected dividend rate — — — Expected Term — The Company estimates the expected term consistent with the simplified method. The Company elected to use the simplified method because of its limited history of stock option exercise activity. The simplified method calculates the expected term as the average of the vesting and contractual terms of the award. Volatility — Since the Company has limited trading history by which to determine the volatility of its own common stock price, the expected volatility being used is primarily derived from the historical stock volatility of a representative industry peer group of comparable publicly listed companies over a period approximately equal to the expected term of the stock options. Risk-Free Interest Rate — The risk-free interest rate is based on U.S. Treasury zero coupon issues with remaining terms similar to the expected term on the options. Expected Dividend — The Company has never declared or paid any cash dividends and does not plan to pay cash dividends in the foreseeable future, and, therefore, used an expected dividend yield of zero in the valuation model. Forfeiture — All stock-based payment awards are amortized on a straight-line basis over the requisite service periods of the awards, which are generally the vesting periods. The Company accounts for forfeitures when they occur. Restricted Stock Units A summary of the Company’s RSU activity and related information is as follows: Number of RSUs Weighted Average Grant Date Fair Value Balance as of December 31, 2020 — $ — Granted 1,480,201 10.72 Vested (58,731) 11.41 Forfeited (96,510) 10.98 Balance as of December 31, 2021 1,324,960 $ 10.67 The Company started to grant RSUs to employees in the third quarter of 2021. The compensation expense related to the service-based awards is determined using the fair market value of the Company’s common stock on the date of the grant. As of December 31, 2021, the total unrecognized stock-based compensation expense related to outstanding RSUs was $12.8 million, which is expected to be recognized over a weighted-average period of 3.5 years. Stock-based Compensation Expense Stock-based compensation expense included in operating results was as follows (in thousands): Year Ended December 31, 2021 2020 2019 Cost of goods sold $ 1,385 $ 929 $ 826 Research and development 2,507 1,616 1,436 Selling, general and administrative 12,169 7,737 6,258 Total stock-based compensation expense $ 16,061 $ 10,282 $ 8,520 |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period, less the weighted-average unvested common stock subject to repurchase or forfeiture as they are not deemed to be issued for accounting purposes. Diluted net loss per share is computed by giving effect to all potential shares of common stock, including stock options, RSU, and warrants, to the extent they are dilutive. The computation of basic and diluted net loss per share of common stock attributable to common stockholders was as follows (in thousands, except for per share data): Year Ended December 31, 2021 2020 2019 Numerator: Net loss $ (250,006) $ (127,007) $ (101,552) Denominator: Weighted-average shares used in computing net loss per share of common stock, basic and diluted 120,886 4,385 3,616 Net loss per share of common stock, basic and diluted $ (2.07) $ (28.96) $ (28.08) As a result of the Merger, the Company has retroactively adjusted the weighted-average number of shares of common stock outstanding prior to the Closing Date by multiplying them by the Exchange Ratio of 0.8925 used to determine the number of shares of common stock into which they converted. Prior to the Closing Date, the Company applied the two-class method to calculate its basic and diluted net loss per share of common stock, as the convertible preferred stock were participating securities. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. However, the two-class method did not impact the net loss per share of common stock as the Company was in a loss position for each of the periods presented and holders of convertible preferred stock did not participate in losses. Post the Closing Date, the Company applies the treasury stock method when calculating the diluted net income (loss) per share of common stock and “if-converted” method for Convertible Notes when applicable. The outstanding Convertible Notes including accrued interest will be automatically converted to common stock at $6.5712 per share pursuant to the mandatory conversion provisions, if and when the VWAP exceeds $9.86 over 20 consecutive days subsequent to January 13, 2022. Since the Company was in a loss position for each of the periods presented, diluted net loss per share is the same as basic net loss per share for each period as the inclusion of potential common stock shares outstanding would have been anti-dilutive. The potentially dilutive securities were as follows (in thousands): Year Ended December 31, 2021 2020 2019 Convertible preferred stock (1) — 115,576 115,576 Warrants to purchase convertible preferred stock — 508 508 Stock options and RSUs to purchase common stock 22,773 23,526 18,209 Warrants to purchase common stock 1 4,596 105 22,774 144,206 134,398 __________________ (1) Represents the shares of common stock that the convertible preferred stock is convertible into. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Tax | Income Tax The components of the net loss before the provision for income taxes were as follows (in thousands): Year Ended December 31, 2021 2020 2019 Domestic (249,990) (127,007) (101,552) The provision for income taxes consisted of the following (in thousands): Year Ended December 31, 2021 2020 2019 Current: Federal $ — $ — $ — State 16 13 — Foreign — 9 — Total current provision 16 22 — Deferred: Federal — — — State — — — Foreign — — — Total deferred provision — — — Total provision for income taxes $ 16 $ 22 $ — A reconciliation of the U.S. federal statutory income tax rates to our effective tax rate is as follows (in percentages): Year Ended December 31, 2021 2020 2019 U.S. federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 3.9 1.7 3.4 Change in valuation allowance (17.9) (17.5) (23.9) Research and development credit 0.5 0.2 0.3 Fair market value adjustment (1) (5.9) (2.1) — Non-deductible Convertible Notes interest expense (1.5) (2.2) — Other (0.1) (1.1) (0.8) Effective income tax rate — % — % — % __________________ (1) The adjustments related to the loss on valuation of derivative and warrant liabilities. Our deferred tax assets (liabilities) are as follows (in thousands): December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 150,857 $ 113,643 Deferred revenue 9,419 6,731 Stock-based compensation 4,679 3,560 Accruals and reserves, not currently deductible for tax purposes 10,665 8,351 Research and development credit 4,562 2,761 Goodwill 888 1,014 Interest expense 1,808 2,097 Lease liability 6,511 2,738 Other 381 44 Gross deferred tax assets 189,770 140,939 Less valuation allowance (182,113) (137,437) Net deferred tax assets $ 7,657 $ 3,502 Deferred tax liabilities: Property, plant and equipment (1,344) (1,008) ROU assets (6,313) (2,494) Other — — Gross deferred tax liabilities (7,657) (3,502) Net deferred tax asset (liabilities) $ — $ — The net valuation allowance increased by $44.7 million and $22.3 million for December 31, 2021 and 2020, respectively. As of December 31, 2021 and 2020, the Company’s net deferred tax assets and liabilities were zero. The deferred tax assets consist primarily of the federal and state net operating losses. Realization of deferred tax assets is dependent upon future taxable income, if any, the amount and timing of which are uncertain. In assessing the realizability of deferred tax assets, management determined that it is more likely than not that no deferred tax assets will be realized. Therefore, the Company has provided a full valuation allowance against these deferred tax assets. The Company had net operating loss carryforwards as follows (in thousands): December 31, 2021 2020 Federal (Prior to 2018) $ 237,850 $ 237,850 Federal (Post December 31, 2017) 361,815 216,724 State 437,868 317,801 Total $ 1,037,533 $ 772,375 Net operating loss carryforwards are available to offset future federal and state taxable income. The federal net operating loss carryforwards generated prior to 2018 will begin to expire in 2030 and the net operating loss carryforwards generated after December 31, 2017 do not expire. The state net operating loss carryforwards will begin to expire in 2023. The Company had research and development credit carryforwards as follows (in thousands): December 31, 2021 2020 Federal $ 3,454 $ 2,020 State 2,471 1,231 Total $ 5,925 $ 3,251 The research and development credit carryforwards are available to reduce future regular income taxes. The federal research and development credit carryforwards will begin to expire in 2037, while the South Carolina research and development credit carryforwards will begin to expire in 2027. California research and development credit carryforwards have no expiration date. Utilization of the Company’s net operating loss carryforwards and research tax credit carryforwards may be subject to substantial annual limitations due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. The annual limitation could result in the expiration of the net operating loss carryforwards and research tax credit carryforwards before utilization. The Company’s policy is to recognize interest or penalties related to income tax matters in income tax expense. As of December 31, 2021 and 2020, the Company had no accrued interest or penalties. The unrecognized tax benefits may change during the next year for items that arise in the ordinary course of business. In the event that any unrecognized tax benefits are recognized, the effective tax rate will not be affected. A reconciliation of the beginning and ending amount of unrecognized tax benefits for 2021, 2020 and 2019 was as follows (in thousands): Year Ended December 31, 2021 2020 2019 Beginning balance $ 813 $ 707 $ 527 Increase – tax positions in current period 668 106 180 Ending balance $ 1,481 $ 813 $ 707 The Company files tax returns in the United States and certain states. Due to the losses being carried forward, the tax years from 2010 forward remain open to examination. |
401(k) Plan
401(k) Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
401(k) Plan | 401(k) PlanThe Company sponsors a 401(k) defined contribution plan covering all eligible employees and provides matching contribution for the first 4% of their salaries. The matching contribution costs incurred were $2.4 million, $1.9 million, and $1.7 million for the years ended December 31, 2021, 2020 and 2019, respectively. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company prepared the financial statements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The Company has not experienced any significant impact to estimates or assumptions as a result of the COVID-19 pandemic. However, there have been some impacts, specifically as it relates to parts, logistics and overall transit order timing. The Company will continue to monitor impacts of the pandemic on an ongoing basis. While the COVID-19 pandemic has not had a material adverse impact on the Company’s financial condition and results of operations to date, the future impact of the COVID-19 pandemic on the Company’s operational and financial performance will depend on certain developments, including the duration of the pandemic and spread of COVID-19 (including the variant strains of the virus), impact on the Company’s customers and effect on the Company’s suppliers, all of which are uncertain and cannot be predicted. |
Segments | Segments The Company operates in the United States and has sales to the European Union, Canada, Australia and Japan. Revenue disaggregated by geography, based on the addresses of our customers, consists of the following (in thousands): Year Ended December 31, 2021 2020 2019 United States $ 227,091 $ 141,073 $ 167,574 Rest of World 15,769 55,870 13,710 Total $ 242,860 $ 196,943 $ 181,284 The Company’s chief operating decision maker is its Chief Executive Officer (CEO), who reviews financial information presented at the entity level. Accordingly, the Company has determined that it has a single reportable segment. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the use of estimates and judgments that affect the reported amounts in the financial statements and accompanying notes. U.S. GAAP requires the Company to make estimates and judgments in several areas including, but not limited to, those related to revenue recognition, collectability of accounts receivable, valuation of inventories, valuation of Convertible Notes (See Note 4), warranty liability, contingent liabilities, stock-based compensation expense, useful lives of property, plant, and equipment, recoverability of assets, residual value of leased assets, and the valuation of deferred tax assets. These estimates are based on historical facts and various other assumptions that the Company believes are reasonable. Actual results could differ materially from those estimates. |
Foreign Currency Transactions | Foreign Currency Transactions The U.S. dollar is the Company’s functional currency. Monetary assets and liabilities denominated in currencies other than the U.S. dollar are remeasured to the U.S. dollar at period end, and transaction gains and losses are recorded in other expense (income), net in the statements of operations. Net gains or losses resulting from foreign exchange transactions were not material for the years ended December 31, 2021 and 2019. The net losses resulting from foreign exchange transactions were $1.1 million for the year ended December 31, 2020. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. |
Accounts Receivable and Allowance for Credit Losses | Accounts Receivable and Allowance for Credit Losses Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company determines the allowance for credit losses based on historical write-off experience, an analysis of the aging of outstanding receivables, customer payment patterns and expectations of changes in macroeconomic conditions that may affect the collectability of outstanding receivables. The allowance for credit losses was not material as of December 31, 2021 and 2020. |
Short-Term Investments | Short-Term Investments The Company’s primary objectives for investment activities are to preserve principal, provide liquidity, and maximize income without significantly increasing risk. The Company’s short-term investments were primarily comprised of U.S. Treasury and corporate debt securities, and classified as available-for-sale at the time of purchase because it is intended that these investments are available for current operations. Investments are reported at fair value and are subject to periodic impairment review. Unrealized gains and losses related to changes in the fair value of these securities are recognized in accumulated other comprehensive loss. The ultimate value realized on these securities is subject to market price volatility until they are sold. Realized gains or losses from short-term investments are recorded in other expense (income), net. |
Restricted Cash | Restricted Cash The Company maintains certain cash amounts restricted as to withdrawal or use. The restricted cash is primarily collateral for performance bonds issued to certain customers. The collateral is provided in the form of a cash deposit to either support the bond directly or to collateralize a letter of credit that supports the performance bonds. As of December 31, 2021 and 2020, restricted cash was $12.6 million and $13.0 million, respectively. |
Concentration of Credit Risk | Credit Risk and Concentration The Company’s financial instruments that are potentially subject to concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash, short-term investments, and accounts receivable. Cash and cash equivalents and short-term investments are maintained primarily at one financial institution as of December 31, 2021, and deposits exceed federally insured limits. Risks associated with cash and cash equivalents, and short-term investments are mitigated by banking with creditworthy financial institutions. The Company has not experienced any losses on its deposits of cash and cash equivalents or its short-term investments. Cash equivalents consist of short-term money market funds, corporate debt securities, and debt securities issued by the U.S. Treasury, which are deposited with reputable financial institutions. The Company’s cash management and investment policy limits investment instruments to securities with short-term credit ratings at the time of purchase of P-2 and A-2 or better from Moody’s and S&P, respectively, with the objective to preserve capital and to maintain liquidity until the funds can be used in business operations. Accounts receivable are typically unsecured and are generally derived from revenue earned from transit agencies, universities and airports in North America and global commercial vehicle manufacturers in North America, the European Union, Australia, United Kingdom, Japan, and Turkey. The Company periodically evaluates the collectability of its accounts receivable and provides an allowance for potential credit losses as necessary. Given the large order value for customers and the relatively low number of customers, revenue and accounts receivable have typically been concentrated with a limited number of customers. Revenue Accounts Receivable Year Ended December 31, December 31, 2021 2020 2019 2021 2020 Number of customers accounted for 10% or more* — 1 — 1 2 __________________ * One customer accounted for 21% of total revenue for year ended December 31, 2020 and 33% of the accounts receivable, net as of December 31, 2020. No other individual customer accounted for more than 20% of total revenue for years ended December 31, 2021, 2020 and 2019, or accounts receivable, net as of December 31, 2021 and 2020. Single source suppliers provide the Company with a number of components that are required for manufacturing of its current products. In other instances, although there may be multiple suppliers available, many of the components are purchased from a single source. If these single source suppliers fail to meet the Company’s requirements on a timely basis at competitive prices, the Company could suffer manufacturing delays, a possible loss of revenue, or incur higher cost of sales, any of which could adversely impact the Company’s operating results. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, short-term investments, accounts payable, and accrued and other current liabilities, approximates fair value due to the short period of time to maturity, receipt, or payment. The carrying amount of the Company’s debt, except for Convertible Notes (as defined below), approximates its fair value as the stated interest rates approximate market rates currently available to the Company. In August 2020, the Company issued Secured Convertible Promissory Notes (the “Convertible Notes”) that, prior to the Closing, contained embedded features subject to derivative accounting. These embedded features were composed of conversion options that had the economic characteristics of a contingent early redemption feature settled in a variable number of shares of the Company’s stock. These conversion options were bifurcated and accounted for as a derivative liability separately from the host debt instrument. Embedded derivatives were recognized as a derivative liability on the balance sheets. The derivative liability was measured at fair value and subject to remeasurement at each balance sheet date. Upon the consummation of the Merger, the embedded conversion features associated with the Convertible Notes no longer qualify for derivative accounting after the conversion price became fixed. The carrying amount of the embedded derivative, the fair value as of the date of the Closing, was reclassified to stockholders’ equity in accordance with Topic 815, Derivatives and Hedging. The warrants issued in connection with the Convertible Notes were, prior to the Closing, classified as a liability (“legacy Proterra warrant liability”) because they could become exercisable into common stock upon a Qualified Initial Public Offering (“QIPO”) or into convertible preferred stock after 5 years from issuance date in the event that there is no QIPO during such period. Such warrants were measured at fair value, subject to remeasurement at each balance sheet date. Upon exercise of the warrants to common stock within 5 years from issuance date, the carrying amount of the warrant liability would be reclassified to stockholders’ equity. Upon the consummation of the Merger, the stock issuable upon exercise of the warrants is common stock, with no possibility to convert to Legacy Proterra convertible preferred stock. As a result, the carrying amount of the warrant liability was reclassified to stockholders’ equity. In connection with ArcLight’s initial public offering in September 2020, 21,425,000 warrants to purchase ArcLight ordinary shares were issued, including 13,875,000 public warrants and 7,550,000 private placement |
Inventories | Inventories Inventories are recorded at the lower of cost and net realizable value using the first-in, first-out method. Inventory costs consist primarily of the cost of materials, manufacturing support costs, including labor and factory overhead associated with such production, and shipping costs. The costs of products delivered to customers that have not yet met revenue recognition criteria are also included in inventories. The Company assesses the valuation of inventory and periodically records a provision to adjust inventory to its estimated net realizable value, including when the Company determines inventory to be obsolete or in excess of anticipated demand. Once inventory has been written-off or written-down, it creates a new cost basis for the inventory that is not subsequently written-up. Accelerating the disposal process or incorrect estimates may cause actual results to differ from the estimates at the time such inventory is disposed or sold. |
Deferred Cost of Goods Sold | Deferred Cost of Goods Sold Deferred cost of goods sold primarily includes incurred costs for charging system installations that have not met revenue recognition criteria. |
Property, Plant and Equipment | Property, Plant, and Equipment Property, plant, and equipment, including leasehold improvements, are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets, as follows: Property, Plant, and Equipment Estimated Useful Life Computer hardware 3 years Computer software 3 to 5 years Internally used vehicles and charging systems over the shorter of their estimated useful lives or 5 years Machinery and equipment 5 to 12 years Office furniture and equipment 5 years Tooling 3 to 5 years Leasehold improvements over the shorter of their estimated useful lives or the terms of the related leases Leased batteries over the shorter of the terms of the related leases or 12 years Leased vehicles and charging systems over the shorter of the terms of the related leases or 5 years In the fourth quarter of 2019, we completed a review of the estimated useful lives of vehicles and charging equipment used for demonstration purposes. Based on this review, we revised the estimated useful lives of demo vehicles from 12 years to five years effective on November 1, 2019, after considering the condition of assets and our long-term strategy for operating such assets. We believe this change in estimate is appropriate, as it is based on actual experience and the expectations for the ongoing productive use of these assets. The impact to depreciation expense caused by this change in estimate is not material to selling, general and administrative expense on the statement of operations for the year ended December 31, 2019 or future periods. If the estimated useful life of an asset is less than the stated number of years in our capitalization policy, the depreciation expense will be recorded over the shorter period. Upon the retirement or sale of property, plant, and equipment, the cost and associated accumulated depreciation are removed from the balance sheets, and the resulting gain or loss is reflected on the statement of operations. Maintenance and repair expenditures are expensed as incurred while major improvements that increase the functionality, output, or expected life of an asset are capitalized and depreciated ratably over the identified useful life. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates the recoverability of property, plant, and equipment and right-of-use assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such review indicates that the carrying amount of long-lived assets is not recoverable, the carrying amount of such assets is reduced to fair value. In addition to the recoverability assessment, the Company periodically reviews the remaining estimated useful lives of property, plant, and equipment. If the estimated useful life assumption for any asset is reduced, the remaining net book value is depreciated over the revised estimated useful life. No impairment charge was recognized in the year ended December 31, 2021. We recorded $0.1 million impairment charge associated with a facility lease for the year ended December 31, 2020. |
Deferred Revenue, Revenue Recognition, Cost of Goods Sold, Sales and Other Taxes, Shipping Costs, and Government Incentives | Deferred Revenue Deferred revenue consists of billings or payments received in advance of revenue recognition that are recognized as revenue once the revenue recognition criteria are met. In some instances, progress billings are issued upon meeting certain milestones stated in the contracts. Accordingly, the deferred revenue balance does not represent the total contract value of non-cancelable arrangements. Invoices are typically due within 30 to 40 days. Revenue Recognition The Company derives revenue primarily from the sale of vehicles and charging systems, the installation of charging systems, the sale of battery systems and powertrain components to other vehicle manufacturers, as well as the sale of spare parts and other services provided to customers. Product revenue consists of revenue earned from vehicles and charging systems, battery systems and powertrain components, installation of charging systems, and revenue from leased vehicles, charging systems, and batteries under operating leases. Leasing revenue recognized over time was approximately $2.1 million, $2.3 million and $3.8 million for the years ended December 31, 2021, 2020 and 2019, respectively. Parts and other service revenue includes revenue earned from spare parts, the design and development of battery systems and powertrain systems for other vehicle manufacturers, and extended warranties. Goods and services that are promised in the Company’s contracts include vehicles, charging systems, battery systems and powertrain components to other vehicle manufacturers, installation of charging systems, spare parts, and extended warranty. The Company assesses the products and services promised in contracts at contract inception, and identifies performance obligations for each promise to transfer to the customer a product or service that is distinct. If a product or service is separately identifiable from other items in the bundled arrangement and a customer can benefit from the product or service on its own or with other resources that are readily available to the customer, then such product or service is considered distinct. Customer contracts typically have multiple performance obligations. Generally, the Company’s goods and services are considered separate performance obligations. Development services and products sold to other vehicle manufacturers are typically sold on a stand-alone basis and are not bundled with other goods or services. The transaction price of the contract is allocated to each performance obligation in a manner depicting the amount of consideration to which the Company expects to be entitled in exchange for transferring the goods or services to the customer (the “allocation objective”). If the allocation objective is met at contractual prices, no further allocations are made. Otherwise, the Company allocates the transaction price to each performance obligation identified in the contract on a relative standalone selling price basis. To determine the standalone selling price of its promised products or services, the Company conducts an analysis to determine whether its products or services have an observable standalone selling price. In determining the observable standalone selling price, the Company requires that a substantial majority of the standalone selling prices for a product or service fall within a reasonably narrow range. If there is no directly observable standalone selling price for a particular product or service, then the Company estimates a standalone selling price by using the estimated cost plus margin or by reviewing external and internal market factors including, but not limited to, pricing practices including historical discounting, major service groups, and the geographies in which we offer products and services. The Company recognizes revenue when or as it satisfies a performance obligation by transferring control of a product or service to a customer. Revenue from product sales is recognized when control of the underlying performance obligations is transferred to the customer. Revenue from vehicles and charging systems, and installation of charging systems is typically recognized upon acceptance by the customer. Under certain contract arrangements, the control of the performance obligations related to the charging systems is transferred over time, and the associated revenue is recognized over the installation period using an input measure based on costs incurred to date relative to total estimated costs to completion. Spare parts revenue is recognized upon shipment. Extended warranty revenue is recognized over the life of the extended warranty using the time elapsed method. Development service contracts typically include the delivery of prototype products to customers. The performance obligation associated with the development of prototype products as well as battery systems and powertrain components to other vehicle manufacturers, is satisfied at a point in time, typically upon shipping. Revenue derived from performance obligations satisfied over time from charging systems and installation was $5.8 million, $6.0 million and $7.2 million in the years ended December 31, 2021, 2020, and 2019, respectively. Extended warranty revenue was $1.7 million, $1.3 million and $0.8 million in the years ended December 31, 2021, 2020, and 2019, respectively. As of December 31, 2021 and 2020, the contract assets balance was $1.3 million and $2.8 million, respectively. The contract assets are expected to be billed within the next twelve months and are recorded in the prepaid expenses and other current assets on the balance sheets. As of December 31, 2021, the amount of remaining performance obligations that have not been recognized as revenue was $336.4 million, of which 73% was expected to be recognized as revenue over the next 12 months and the remainder thereafter. This amount excludes the value of remaining performance obligations for contracts with an original expected length of one year or less. While our business has historically been centered on the development and sale of electric transit buses, the increased significance of revenue from Proterra Powered has caused the Company to consider reorganizing into two business units with three business lines, each of which addresses a critical component of the commercial vehicle electrification value proposition in a complementary and self-reinforcing manner: • Proterra Transit designs, develops, manufactures, and sells electric transit buses as an original equipment manufacturer (“OEM”) for North American public transit agencies, airports, universities, and other commercial transit fleets. • Proterra Powered & Energy includes Proterra Powered, which designs, develops, manufactures, sells, and integrates proprietary battery systems and electrification solutions into vehicles for global commercial vehicle OEMs, and Proterra Energy, which provides turnkey fleet-scale, high-power charging solutions and software services, ranging from fleet and energy management software-as-a-service, to fleet planning, hardware, infrastructure, installation, utility engagement, and charging optimization. Cost of Goods Sold Cost of goods sold includes direct material and labor costs, manufacturing overhead including depreciation expense, freight costs, and reserves for estimated warranty expenses. Cost of goods sold also includes charges to write-down the carrying value of inventory when it exceeds its estimated net realizable value and to provide for on-hand inventory that is either obsolete or in excess of forecasted demand. Costs of development services are expensed as incurred. Costs of development services incurred in periods prior to the finalization of a service agreement with a customer are recorded as research and development expense. Once the customer agreement is finalized, these costs are recorded in cost of goods sold. Sales and Other Taxes Taxes assessed by various government entities, such as sales, use, and value added taxes, collected at the time of sale are excluded from revenue. Shipping Costs Amounts billed to customers related to shipping and handling are classified as revenue, and the related shipping and handling costs are included in cost of goods sold. Government Incentives The Company receives incentives from the federal and state government agencies in the form of grants. Incentives are recorded in the financial statements in accordance with their purposes, either as a reduction of expense or a reduction of the cost of the capital investment. The benefit of these incentives is recorded when performance is complete and all conditions as specified in the agreement are fulfilled. California and certain other states provide incentives to accelerate the purchase of cleaner, more efficient buses in the form of point-of-sale discounts to vehicle purchasers. These incentives are included in the customer contract value, and recognized as revenue once all revenue recognition criteria are met. |
Lease Arrangements | Lease Arrangements The Company offers customers leasing alternatives outside of the standard sales contracts for vehicles, charging equipment and batteries used in the vehicles. The leasing arrangements are typically bundled together with the sales contracts. The Company assessed the nature of the bundled arrangements under the revenue accounting standard. For arrangements that contain a lease, we determined the classification of the lease in accordance with Topic 840, Leases, prior to the adoption of Topic 842, Leases, on January 1, 2020. A lease arrangement that transfers substantially all of the benefits and risks incident to ownership of the products is classified as a sales-type lease based on the criteria established by the accounting standard; otherwise the lease is classified as an operating lease. For sales-type leases, product revenue is generally recognized upon customer acceptance of the underlying leased assets. The current portion of net investment in sales-type leases is recorded in accounts receivable, and the non-current portion is recorded in other assets on the balance sheets. The discounted unguaranteed residual value of underlying leased assets is not material to the net investment in lease balance. For operating leases, the leasing revenue is recognized on a straight-line basis over the lease term. We monitor the performance of customers who leased batteries and are subject to ongoing payments. No allowance was recorded for the receivables under the leasing arrangements. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. Research and development expense consists primarily of payroll and benefits of those employees engaged in research, design, and development activities, costs related to prototype parts and design tools, license expenses related to intellectual property, supplies and services, depreciation, and other occupancy costs. |
Advertising Expenses | Advertising ExpensesAdvertising costs are expensed as incurred. |
Product Warranties | Product Warranties The Company provides a limited warranty to customers on vehicles, charging systems, and battery systems. The limited warranty ranges from one |
Stock-Based Compensation | Stock-Based Compensation The Company uses the fair value method for recording stock-based compensation expense. Stock-based compensation expense for stock options is estimated at the grant date based on each stock option’s fair value as calculated using the Black-Scholes option pricing model. The stock-based compensation expense is recognized on a straight-line basis over the requisite service period for the entire award. |
Income Taxes | Income Taxes Income taxes are computed using the asset and liability method, under which deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The Company adjusts these reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. The provision for income taxes includes the effects of any reserves that are considered appropriate. Accrued interest and penalties related to unrecognized tax benefits are classified as income tax expense. |
Other Comprehensive Income (Loss) | Other Comprehensive Income (Loss) The Company did not have other comprehensive income (loss) for the years ended December 31, 2020 and 2019. |
Adoption of New Accounting Standards | ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This standard simplifies the accounting for income taxes, eliminates certain exceptions within Topic 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. The Company adopted this standard on January 1, 2021, and it had no material impact on the financial statements. Recent Accounting Pronouncements Not Yet Adopted ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This standard simplifies the accounting for convertible instruments by removing certain separation models in ASC 470-20, Debt — Debt with Conversion and Other Options. This standard updates the guidance on certain embedded conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital, such that those features are no longer required to be separated from the host contract. The convertible debt instruments will be accounted for as a single liability measured at amortized cost. This will also result in the interest expense recognized for convertible debt instruments to be typically closer to the coupon interest rate when applying the guidance in Topic 835, Interest. Further, this standard made amendments to the EPS guidance in Topic 260 for convertible instruments, the most significant impact of which is requiring the use of the if-converted method for diluted earnings per share calculation, and no longer allowing the net share settlement method. This standard also made revisions to Topic 815-40, which provides guidance on how an entity must determine whether a contract qualifies for a scope exception from derivative accounting. The amendments to Topic 815-40 change the scope of contracts that are recognized as assets or liabilities. This standard is effective for interim and annual periods beginning after December 15, 2021, with early adoption permitted after December 15, 2020. Adoption of this standard can either be on a modified retrospective or full retrospective basis. The Company will adopt this standard on January 1, 2022, and expects no material impact on the financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Revenue from External Customers by Geographic Areas | Revenue disaggregated by geography, based on the addresses of our customers, consists of the following (in thousands): Year Ended December 31, 2021 2020 2019 United States $ 227,091 $ 141,073 $ 167,574 Rest of World 15,769 55,870 13,710 Total $ 242,860 $ 196,943 $ 181,284 |
Concentration of Customer Risk | Given the large order value for customers and the relatively low number of customers, revenue and accounts receivable have typically been concentrated with a limited number of customers. Revenue Accounts Receivable Year Ended December 31, December 31, 2021 2020 2019 2021 2020 Number of customers accounted for 10% or more* — 1 — 1 2 __________________ * One customer accounted for 21% of total revenue for year ended December 31, 2020 and 33% of the accounts receivable, net as of December 31, 2020. No other individual customer accounted for more than 20% of total revenue for years ended December 31, 2021, 2020 and 2019, or accounts receivable, net as of December 31, 2021 and 2020. |
Property, Plant and Equipment, Net | Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets, as follows: Property, Plant, and Equipment Estimated Useful Life Computer hardware 3 years Computer software 3 to 5 years Internally used vehicles and charging systems over the shorter of their estimated useful lives or 5 years Machinery and equipment 5 to 12 years Office furniture and equipment 5 years Tooling 3 to 5 years Leasehold improvements over the shorter of their estimated useful lives or the terms of the related leases Leased batteries over the shorter of the terms of the related leases or 12 years Leased vehicles and charging systems over the shorter of the terms of the related leases or 5 years Property, plant, and equipment, net, consisted of the following (in thousands): December 31, 2021 2020 Computer hardware $ 5,195 $ 4,708 Computer software 9,561 8,849 Internally used vehicles and charging systems 16,459 19,136 Leased vehicles and batteries 6,863 7,081 Leasehold improvements 10,516 10,234 Machinery and equipment 28,302 26,026 Office furniture and equipment 1,861 1,854 Tooling 21,726 21,727 Finance lease right-of-use assets 179 179 Construction in progress 20,243 1,830 120,905 101,624 Less: Accumulated depreciation and amortization (58,659) (48,037) Total $ 62,246 $ 53,587 |
Deferred Revenue | The changes in deferred revenue consisted of the following (in thousands): Deferred revenue as of December 31, 2020 $ 28,221 Revenue recognized from beginning balance during the year ended December 31, 2021 22,183 Deferred revenue added during the year ended December 31, 2021 (13,998) Deferred revenue as of December 31, 2021 $ 36,406 |
Revenue of Business Units | The revenue of business units are as follows ( in thousands): Year Ended December 31, 2021 2020 2019 Proterra Transit $ 195,558 $ 156,021 $ 150,476 Proterra Powered & Energy 47,302 40,922 30,808 Total $ 242,860 $ 196,943 $ 181,284 |
Accrued Warranty Activity | Accrued warranty activity consisted of the following (in thousands): Year Ended December 31, 2021 2020 2019 Warranty reserve – beginning of period $ 18,582 $ 14,926 $ 10,602 Warranty costs incurred (7,199) (4,214) (6,031) Net changes in liability for pre-existing warranties, including expirations (1,710) (3,392) (840) Provision for warranty 13,601 11,262 11,195 Warranty reserve – end of period $ 23,274 $ 18,582 $ 14,926 |
Accumulated Other Comprehensive Income (Loss) | The components of accumulated other comprehensive income (loss) and activity, net of related taxes, for the year ended December 31, 2021 were as follows: December 31, 2020 Increase/ Decrease December 31, 2021 Net unrealized losses on available-for-sale securities $ — $ (588) $ (588) Total accumulated other comprehensive income (loss), net of taxes $ — $ (588) $ (588) |
Reserve Recapitalization (Table
Reserve Recapitalization (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule Of Reverse Recapitalization | The number of shares of Proterra common stock issued immediately following the consummation of the Merger was (in thousands): Shares Ordinary shares Class A of ArcLight, outstanding prior to Merger 27,750 Less redemption of ArcLight shares (15) Sponsor 6,257 Sponsor Earnout Stock 680 Common stock of ArcLight 34,672 PIPE Investors 41,500 Legacy Proterra shares 131,176 Total shares of common stock immediately after Merger 207,348 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Financial Assets Measured at Fair Value on a Recurring Basis | Financial assets measured at fair value on a recurring basis using the above input categories were as follows (in thousands): Fair Value at Pricing December 31, 2021 2020 Assets: Cash equivalents: Money market funds Level 1 $ 102,978 $ 744 U.S. Treasury securities Level 1 49,996 64,997 Short-term investments: U.S. Treasury securities Level 1 330,053 68,990 Corporate debt securities Level 2 160,914 — Total $ 643,941 $ 134,731 Liabilities: Other non-current liabilities: Derivative liability Level 3 $ — $ 70,870 Legacy Proterra warrant liability Level 3 — 39,670 Total $ — $ 110,540 |
Summary of Cash Equivalents and Marketable Securities | The following is a summary of cash equivalents and marketable securities as of December 31, 2021 (in thousands): Amortized Cost Unrealized Losses Estimated Fair Value Cash equivalents: Money market funds $ 102,978 $ — $ 102,978 U.S. Treasury securities 49,996 — 49,996 Short-term investments: U.S. Treasury securities 330,618 (565) 330,053 Corporate debt securities 160,937 (23) 160,914 Total $ 644,529 $ (588) $ 643,941 |
Debt Securities, Available-for-sale | The contractual maturities of short-term investments are as follows (in thousands): December 31, 2021 2020 Due within one year $ 291,525 $ 68,990 Due after one year to two years 199,442 — Total $ 490,967 $ 68,990 |
Changes in Fair Value of Derivative and Warrant Liabilities | A summary of the changes of the derivative liability and warrant liabilities is as follows (in thousands): Derivative liability Legacy Proterra warrant liability Private placement warrant liability Public warrant liability Fair value as of December 31, 2020 $ 70,870 $ 39,670 $ — $ — Warrant liability acquired as part of the reverse recapitalization — — 57,610 84,640 Change in fair value 111,684 47,346 (38,589) (50,264) Reclassification of liability upon the reverse recapitalization (182,554) (69,320) — — Reclassification of liability upon exercise of warrants — (17,696) (19,021) (34,376) Fair value as of December 31, 2021 $ — $ — $ — $ — |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Cash and Cash Equivalents | Cash and cash equivalents consisted of the following (in thousands): December 31, 2021 2020 Cash $ 17,065 $ 44,978 Cash equivalents 152,974 65,741 Total cash and cash equivalents $ 170,039 $ 110,719 The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheets to the total of such amounts shown on the statements of cash flows. December 31, 2021 2020 Cash and cash equivalents $ 170,039 $ 110,719 Restricted cash, current portion 12,105 8,397 Restricted cash, net of current portion 460 4,581 Total restricted cash 12,565 12,978 Total cash and cash equivalents, and restricted cash $ 182,604 $ 123,697 |
Inventories | Inventories consisted of the following (in thousands): December 31, 2021 2020 Raw materials $ 65,225 $ 31,148 Work in progress 25,062 8,042 Finished goods 18,269 47,756 Service parts 6,000 5,384 Total inventories $ 114,556 $ 92,330 |
Property, Plant and Equipment, Net | Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets, as follows: Property, Plant, and Equipment Estimated Useful Life Computer hardware 3 years Computer software 3 to 5 years Internally used vehicles and charging systems over the shorter of their estimated useful lives or 5 years Machinery and equipment 5 to 12 years Office furniture and equipment 5 years Tooling 3 to 5 years Leasehold improvements over the shorter of their estimated useful lives or the terms of the related leases Leased batteries over the shorter of the terms of the related leases or 12 years Leased vehicles and charging systems over the shorter of the terms of the related leases or 5 years Property, plant, and equipment, net, consisted of the following (in thousands): December 31, 2021 2020 Computer hardware $ 5,195 $ 4,708 Computer software 9,561 8,849 Internally used vehicles and charging systems 16,459 19,136 Leased vehicles and batteries 6,863 7,081 Leasehold improvements 10,516 10,234 Machinery and equipment 28,302 26,026 Office furniture and equipment 1,861 1,854 Tooling 21,726 21,727 Finance lease right-of-use assets 179 179 Construction in progress 20,243 1,830 120,905 101,624 Less: Accumulated depreciation and amortization (58,659) (48,037) Total $ 62,246 $ 53,587 |
Accrued Liabilities | Accrued liabilities consisted of the following (in thousands): December 31, 2021 2020 Accrued payroll and related expenses $ 8,069 $ 6,695 Accrued sales and use tax 885 975 Warranty reserve 8,116 6,121 Financing obligation — 3,056 Accrued audit and accounting related expenses 783 428 Accrued charger installation costs 579 769 Other accrued expenses 2,202 1,692 Total $ 20,634 $ 19,736 |
Other Long-term Liabilities | Other long-term liabilities consisted of the following (in thousands): December 31, 2021 2020 Warranty reserve $ 15,158 $ 12,461 Finance lease liabilities, non-current 87 117 Total $ 15,245 $ 12,578 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt, net of debt discount and issuance costs, consisted of the following (in thousands): December 31, 2021 2020 Senior Credit Facility — 16,809 PPP loan 10,000 10,000 Convertible Notes 100,999 106,443 Total Debt 110,999 133,252 Less debt, current — — Debt, non-current $ 110,999 $ 133,252 |
Convertible Notes | The Convertible Notes, net of debt discount and issuance costs, consisted of the following (in thousands): December 31, 2021 2020 Principal $ 153,500 $ 200,000 PIK interest 9,826 3,501 Total principal 163,326 203,501 Less debt discount and issuance costs (62,327) (97,058) Total Convertible Notes $ 100,999 $ 106,443 |
Contractual Future Principal Repayments of Debt | As of December 31, 2021, the contractual future principal repayments of the total debt were as follows (in thousands): 2022 $ — 2025 (1) 173,326 Total $ 173,326 __________________ (1) Including PIK interest added to principal balance through December 31, 2021. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Net Investment in Leases | The net investment in leases are as follows: December 31, 2021 2020 Net investment in leases, current $ 411 $ 398 Net investment in leases, non-current 5,179 3,101 Total net investment in leases $ 5,590 $ 3,499 |
Future Minimum Payments Receivable from Operating Leases | Future minimum payments receivable from operating and sales-type leases as of December 31, 2021 for each of the next five years are as follows: Operating leases Sales-type leases 2022 $ 803 $ 395 2023 384 469 2024 — 548 2025 — 828 2026 — 828 Thereafter — 3,061 Total minimum lease payments $ 1,187 $ 6,129 |
Future Minimum Payments Receivable from Sales-Type Leases | Future minimum payments receivable from operating and sales-type leases as of December 31, 2021 for each of the next five years are as follows: Operating leases Sales-type leases 2022 $ 803 $ 395 2023 384 469 2024 — 548 2025 — 828 2026 — 828 Thereafter — 3,061 Total minimum lease payments $ 1,187 $ 6,129 |
Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities as of December 31, 2021 were as follows (in thousands): 2022 $ 5,419 2023 4,796 2024 3,733 2025 3,148 2026 2,615 Thereafter 12,096 Total undiscounted lease payment 31,807 Less: imputed interest (6,760) Total lease liabilities $ 25,047 |
Supplemental Cash Flow Information | Supplemental cash flow information related to leases were as follows (in thousands): Year Ended December 31 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ (4,209) $ (3,855) Lease liabilities arising from obtaining right-of-use assets: Operating lease $ 17,573 $ 7 |
Operating Lease Right-Of-Use Assets and Liabilities | Operating lease right-of-use assets and liabilities consist of the following (in thousands): December 31, 2021 2020 Operating leases Operating lease right-of-use assets $ 24,282 $ 10,310 Operating lease liabilities, current $ 4,084 $ 3,153 Operating lease liabilities, non-current 20,963 7,891 Total operating lease liabilities $ 25,047 $ 11,044 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Convertible Preferred Stock and Reserved Shares of Common Stock | The following table summarizes Legacy Proterra convertible preferred stock authorized and issued and outstanding as of December 31, 2020 (in thousands): Shares Authorized Shares Issued and Outstanding Net Carrying Value Aggregate Liquidation Preference Series 1 (1) 24,604 24,522 $ 79,564 $ 75,006 Series 2 5,417 5,417 24,868 24,953 Series 3 6,799 6,799 36,096 36,475 Series 4 8,175 7,749 29,901 30,000 Series 5 25,339 25,339 138,747 142,987 Series 6 12,888 12,888 79,085 80,000 Series 7 21,197 21,197 151,770 155,000 Series 8 11,225 11,225 86,648 86,875 Total 115,644 115,136 $ 626,679 $ 631,296 __________________ (1) Including Series 1 convertible preferred stock issued through exercise of warrants and the proceeds was $0.5 million. As of December 31, 2021, the Company had reserved shares of common stock for issuance as follows (in thousands): 2010 Equity Incentive Plan 21,040 2021 Equity Incentive Plan 10,856 2021 Employee Stock Purchase Plan 1,630 Warrants 1 Earnout Stock 18,009 Total 51,536 As of December 31, 2020, the Company had reserved shares of common stock, on an as-if-converted basis, for issuance as follows (in thousands): Exercise of stock options to purchase common stock 23,526 Exercise of common stock warrants to purchase common stock 4,596 Issuances of shares available under stock option plans 395 Conversion of convertible preferred stock 115,576 Conversion of convertible preferred stock warrants 508 Total 144,601 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Activity of Warrants | Activity of warrants in the year ended December 31, 2021 is as follows: Public warrants Private placement warrants Other warrants Total warrants Outstanding as of December 31, 2020 — — 5,104,030 5,104,030 Issued as part of the Merger 13,874,994 7,550,000 — 21,424,994 Exercised (1) (13,446,849) (7,550,000) (5,103,138) (26,099,987) Redeemed (428,145) — — (428,145) Outstanding as of December 31, 2021 — — 892 892 __________________ (1) An aggregate of 10,348,690 shares of common stock were issued from warrant exercise. |
Equity Plans and Stock-based _2
Equity Plans and Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock Option Activity | A summary of the Company’s stock option activity and related information was as follows: Options Outstanding Number of Stock Options Outstanding Weighted- Average Exercise Price Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (in thousands) Balance as of December 31, 2018 16,527,278 $ 2.92 8.3 $ 42,951 Granted 2,998,747 5.86 Exercised (811,514) 2.13 Cancelled/forfeited/expired (506,198) 3.92 Balance as of December 31, 2019 18,208,313 $ 3.42 7.6 $ 34,723 Granted 5,829,698 4.89 Exercised (1,750,822) 2.40 Cancelled/forfeited/expired (2,108,405) 4.61 Balance as of December 31, 2020 (1) 20,178,784 $ 3.81 7.4 $ 65,056 Granted 726,309 10.42 Exercised (1,966,532) 3.36 Cancelled/forfeited/expired (836,977) 4.65 Balance as of December 31, 2021 (1) 18,101,584 $ 4.08 5.5 $ 87,425 Exercisable as of December 31, 2021 (2) 13,200,160 3.44 4.6 $ 71,087 __________________ (1) Excluding Equity Awards of 2,677,500 shares and Milestone Options of 669,375 shares. Refer to section below for further details. (2) Excluding 1,171,408 shares exercisable under the Equity Awards with weighted average exercise price of $19.61 per share as of December 31, 2021. |
Assumptions for Fair Value of Stock Options | The fair value of stock options granted is estimated on the date of grant using the following assumptions: Year Ended December 31, 2021 2020 2019 Expected term (in years) 6.2 6.1 6.1 Risk-free interest rate 1.0 % 0.5 % 1.8 % Expected volatility 54.8 % 69.1 % 65.4 % Expected dividend rate — — — |
RSU Activity | A summary of the Company’s RSU activity and related information is as follows: Number of RSUs Weighted Average Grant Date Fair Value Balance as of December 31, 2020 — $ — Granted 1,480,201 10.72 Vested (58,731) 11.41 Forfeited (96,510) 10.98 Balance as of December 31, 2021 1,324,960 $ 10.67 |
Stock-Based Compensation Expense | Stock-based compensation expense included in operating results was as follows (in thousands): Year Ended December 31, 2021 2020 2019 Cost of goods sold $ 1,385 $ 929 $ 826 Research and development 2,507 1,616 1,436 Selling, general and administrative 12,169 7,737 6,258 Total stock-based compensation expense $ 16,061 $ 10,282 $ 8,520 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Loss Per Share | The computation of basic and diluted net loss per share of common stock attributable to common stockholders was as follows (in thousands, except for per share data): Year Ended December 31, 2021 2020 2019 Numerator: Net loss $ (250,006) $ (127,007) $ (101,552) Denominator: Weighted-average shares used in computing net loss per share of common stock, basic and diluted 120,886 4,385 3,616 Net loss per share of common stock, basic and diluted $ (2.07) $ (28.96) $ (28.08) |
Potentially Dilutive Securities Excluded from the Diluted Per Share Calculation | The potentially dilutive securities were as follows (in thousands): Year Ended December 31, 2021 2020 2019 Convertible preferred stock (1) — 115,576 115,576 Warrants to purchase convertible preferred stock — 508 508 Stock options and RSUs to purchase common stock 22,773 23,526 18,209 Warrants to purchase common stock 1 4,596 105 22,774 144,206 134,398 __________________ (1) Represents the shares of common stock that the convertible preferred stock is convertible into. |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Components of the Net Loss Before the Provision for Income Taxes | The components of the net loss before the provision for income taxes were as follows (in thousands): Year Ended December 31, 2021 2020 2019 Domestic (249,990) (127,007) (101,552) |
Provision for Income Taxes | The provision for income taxes consisted of the following (in thousands): Year Ended December 31, 2021 2020 2019 Current: Federal $ — $ — $ — State 16 13 — Foreign — 9 — Total current provision 16 22 — Deferred: Federal — — — State — — — Foreign — — — Total deferred provision — — — Total provision for income taxes $ 16 $ 22 $ — |
Reconciliation of U.S. Federal Statutory Income Tax Rates to Effective Tax Rate | A reconciliation of the U.S. federal statutory income tax rates to our effective tax rate is as follows (in percentages): Year Ended December 31, 2021 2020 2019 U.S. federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 3.9 1.7 3.4 Change in valuation allowance (17.9) (17.5) (23.9) Research and development credit 0.5 0.2 0.3 Fair market value adjustment (1) (5.9) (2.1) — Non-deductible Convertible Notes interest expense (1.5) (2.2) — Other (0.1) (1.1) (0.8) Effective income tax rate — % — % — % __________________ (1) The adjustments related to the loss on valuation of derivative and warrant liabilities. |
Deferred Tax Assets and Liabilities | Our deferred tax assets (liabilities) are as follows (in thousands): December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 150,857 $ 113,643 Deferred revenue 9,419 6,731 Stock-based compensation 4,679 3,560 Accruals and reserves, not currently deductible for tax purposes 10,665 8,351 Research and development credit 4,562 2,761 Goodwill 888 1,014 Interest expense 1,808 2,097 Lease liability 6,511 2,738 Other 381 44 Gross deferred tax assets 189,770 140,939 Less valuation allowance (182,113) (137,437) Net deferred tax assets $ 7,657 $ 3,502 Deferred tax liabilities: Property, plant and equipment (1,344) (1,008) ROU assets (6,313) (2,494) Other — — Gross deferred tax liabilities (7,657) (3,502) Net deferred tax asset (liabilities) $ — $ — |
Net Operating Loss Carryforwards | The Company had net operating loss carryforwards as follows (in thousands): December 31, 2021 2020 Federal (Prior to 2018) $ 237,850 $ 237,850 Federal (Post December 31, 2017) 361,815 216,724 State 437,868 317,801 Total $ 1,037,533 $ 772,375 |
Summary of Tax Credit Carryforwards | The Company had research and development credit carryforwards as follows (in thousands): December 31, 2021 2020 Federal $ 3,454 $ 2,020 State 2,471 1,231 Total $ 5,925 $ 3,251 |
Reconciliation of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits for 2021, 2020 and 2019 was as follows (in thousands): Year Ended December 31, 2021 2020 2019 Beginning balance $ 813 $ 707 $ 527 Increase – tax positions in current period 668 106 180 Ending balance $ 1,481 $ 813 $ 707 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | Oct. 29, 2021$ / shares | Jun. 14, 2021shares | |
Summary of Significant Accounting Policies [Line Items] | |||||
Common stock exchange ratio | 0.8925 | 0.8925 | |||
Redemption price (in usd per share) | $ / shares | $ 0.10 | $ 0.1 | |||
Accumulated deficit | $ (858,225) | $ (608,219) | |||
Cash and cash equivalents and short-term investments | 661,000 | ||||
Foreign currency gain (loss) | 0 | (1,100) | $ 0 | ||
Short-term investments | 490,967 | 68,990 | |||
Total restricted cash | 12,565 | 12,978 | |||
Impairment charge | 0 | 100 | 6,400 | ||
Advertising expenses | $ 1,100 | $ 600 | $ 900 | ||
Potentially dilutive securities | shares | 22,774,000 | 144,206,000 | 134,398,000 | ||
Common stock, shares issued (in shares) | shares | 221,959,711 | 5,678,000 | 207,300,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 242,860 | $ 196,943 | $ 181,284 |
United States | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 227,091 | 141,073 | 167,574 |
Rest of World | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 15,769 | $ 55,870 | $ 13,710 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Credit Risk and Concentration (Details) - Customer Concentration Risk - customer | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue Benchmark | |||
Concentration Risk [Line Items] | |||
Number of customers accounted for 10% or more | 0 | 1 | 0 |
Revenue Benchmark | One Customer | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 21.00% | ||
Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Number of customers accounted for 10% or more | 1 | 2 | |
Accounts Receivable | One Customer | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 33.00% |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Class of Warrant or Right [Line Items] | ||||
Issuance of warrants in connection with debt borrowing | $ 0 | $ 0 | $ 141 | |
ArcLight Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Issuance of warrants in connection with debt borrowing | $ 21,425 | |||
ArcLight Public Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Issuance of warrants in connection with debt borrowing | 13,875 | |||
ArcLight Private Placement Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Issuance of warrants in connection with debt borrowing | $ 7,550 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Property, Plant and Equipment (Details) | Nov. 01, 2019 | Oct. 31, 2019 | Dec. 31, 2021 |
Computer hardware | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 3 years | ||
Computer software | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 3 years | ||
Computer software | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 5 years | ||
Internally used vehicles and charging systems | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 5 years | ||
Machinery and equipment | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 5 years | ||
Machinery and equipment | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 12 years | ||
Office furniture and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 5 years | ||
Leased batteries | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 12 years | ||
Leased vehicles and charging systems | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 5 years | ||
Demo vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 12 years | ||
Demo vehicles | Change in estimated useful life | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 5 years |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Deferred Revenue (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Change In Contract With Customer, Asset and Liability [Roll Forward] | |
Deferred revenue | $ 28,221 |
Revenue recognized | (22,183) |
Deferred revenue increase (decrease) | (13,998) |
Deferred revenue | $ 36,406 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Revenue Recognition (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)business_linebusiness_unit | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Disaggregation of Revenue [Line Items] | |||
Leasing revenue | $ 2,100 | $ 2,300 | $ 3,800 |
Revenue | 242,860 | 196,943 | 181,284 |
Contract assets | 1,300 | 2,800 | |
Remaining performance obligation | $ 336,400 | ||
Number of business units | business_unit | 2 | ||
Number of business lines | business_line | 3 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |||
Disaggregation of Revenue [Line Items] | |||
Remaining performance obligation, percentage | 73.00% | ||
Remaining performance obligation, term | 12 months | ||
Charging systems and installation | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 5,800 | 6,000 | 7,200 |
Extended warranty | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 1,700 | $ 1,300 | $ 800 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Revenue of Business Units (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 242,860 | $ 196,943 | $ 181,284 |
Proterra Transit | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 195,558 | 156,021 | 150,476 |
Proterra Powered and Energy | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 47,302 | $ 40,922 | $ 30,808 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Product Warranties (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | |||
Warranty reserve – beginning of period | $ 18,582 | $ 14,926 | $ 10,602 |
Warranty costs incurred | (7,199) | (4,214) | (6,031) |
Net changes in liability for pre-existing warranties, including expirations | (1,710) | (3,392) | (840) |
Provision for warranty | 13,601 | 11,262 | 11,195 |
Warranty reserve – end of period | $ 23,274 | $ 18,582 | $ 14,926 |
Minimum | |||
Product Warranty Liability [Line Items] | |||
Product warranty term | 1 year | ||
Maximum | |||
Product Warranty Liability [Line Items] | |||
Product warranty term | 12 years |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Net unrealized gains / (losses) on available-for-sale securities, beginning balance | $ 0 | ||
Net unrealized gains / (losses) on available-for-sale securities | (588) | $ 0 | $ 0 |
Net unrealized gains / (losses) on available-for-sale securities, ending balance | (588) | 0 | |
Total accumulated other comprehensive income (loss), net of taxes, beginning balance | 0 | ||
Other comprehensive income (loss), net of taxes | (588) | 0 | $ 0 |
Total accumulated other comprehensive income (loss), net of taxes, ending balance | $ (588) | $ 0 |
Reserve Recapitalization - Narr
Reserve Recapitalization - Narrative (Details) $ / shares in Units, $ in Thousands | Jun. 14, 2021USD ($)lease$ / sharesshares | Dec. 31, 2021shares | Jun. 13, 2021$ / sharesshares | Dec. 31, 2020shares |
Schedule Of Reverse Recapitalization [Line Items] | ||||
Common stock exchange ratio | 0.8925 | 0.8925 | ||
Stock converted (in shares) | 123,752,882 | |||
Exercise of warrants, preferred stock issued (in shares) | 7,400,000 | 10,348,690 | ||
Total | 51,536,000 | 144,601,000 | ||
Number of shares redeemed (in shares) | 15,172 | |||
Stock issued on conversion (in shares) | 34,671,900 | |||
Warrants converted (in shares) | 21,424,994 | |||
Convertible securities, period from merger closing | 5 years | |||
Convertible securities, additional common stock issuable (shares) | 22,809,500 | |||
Threshold trading days | lease | 20 | |||
Threshold consecutive trading days | lease | 30 | |||
Volume weighted average common stock price for additional common stock issuable (in usd per share) | $ / shares | $ 15 | |||
Merger Agreement, sponsor stock minimum percentage | 10.00% | |||
Common stock, shares outstanding (in shares) | 207,348,000 | 221,959,711 | 5,678,000 | |
Contingent consideration period | 5 years | |||
Capital stock, shares authorized (in shares) | 510,000,000 | 271,920,636 | ||
Capital stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | 156,276,750 | 156,277,000 |
Convertible preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 115,643,886 | 0 |
Convertible preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | |
Common stock, shares issued (in shares) | 207,300,000 | 221,959,711 | 5,678,000 | |
Convertible preferred stock, shares issued (in shares) | 0 | 0 | 0 | |
Warrant to purchase shares of convertible preferred stock (in shares) | 24,900,000 | |||
Aggregate cash proceeds received, net | $ | $ 649,300 | |||
PIPE investment fees | $ | 13,800 | |||
Transaction costs | $ | 18,500 | |||
Deferred underwriting fees payable | $ | 9,700 | |||
Other accrued expenses | $ | 1,300 | |||
Related party payable | $ | 100 | |||
Issuance costs | $ | $ 2,900 | |||
2021 Equity Incentive Plan | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Total | 10,400,000 | 10,856,000 | ||
2010 Equity Incentive Plan | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Total | 22,532,619 | 21,040,000 | ||
Employee Stock Purchase Plan | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Total | 1,600,000 | |||
Stock Options, Warrants, and Contingent Shares | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Total | 82,300,000 | |||
Proterra Common Stock | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Contingent consideration (in shares) | 4,800,563 | |||
Sponsor Contingent Shares | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Contingent consideration (in shares) | 679,750 | |||
Public warrant liability | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Warrant to purchase shares of convertible preferred stock (in shares) | 13,900,000 | |||
Private placement warrant liability | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Warrant to purchase shares of convertible preferred stock (in shares) | 7,600,000 | |||
Proterra Warrants | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Total | 3,504,523 | |||
Legacy Proterra warrant liability | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Warrant to purchase shares of convertible preferred stock (in shares) | 3,500,000 | |||
ArcLight board of directors | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Common stock, shares outstanding (in shares) | 140,000 | |||
Reverse Recapitalization, Additional Common Shares Issuable Scenario One | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Percentage of additional common stock issuable | 21.0526% | |||
Threshold trading days | lease | 20 | |||
Threshold consecutive trading days | lease | 30 | |||
Volume weighted average common stock price for additional common stock issuable (in usd per share) | $ / shares | $ 15 | |||
Reverse Recapitalization, Additional Common Shares Issuable Scenario Two | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Percentage of additional common stock issuable | 26.3158% | |||
Threshold trading days | lease | 20 | |||
Threshold consecutive trading days | lease | 30 | |||
Volume weighted average common stock price for additional common stock issuable (in usd per share) | $ / shares | $ 20 | |||
Reverse Recapitalization, Additional Common Shares Issuable Scenario Three | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Percentage of additional common stock issuable | 26.3158% | |||
Threshold trading days | lease | 20 | |||
Threshold consecutive trading days | lease | 30 | |||
Volume weighted average common stock price for additional common stock issuable (in usd per share) | $ / shares | $ 25 | |||
Reverse Recapitalization, Additional Common Shares Issuable Scenario Four | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Percentage of additional common stock issuable | 26.3158% | |||
Threshold trading days | lease | 20 | |||
Threshold consecutive trading days | lease | 30 | |||
Volume weighted average common stock price for additional common stock issuable (in usd per share) | $ / shares | $ 30 | |||
Milestone Options | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Number of shares that fully vested (in shares) | 669,375 | |||
PIPE sale | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Issuance of stock (in shares) | 41,500,000 | |||
Issuance of stock, price (in dollars per share) | $ / shares | $ 10 | |||
Issuance of stock, proceeds | $ | $ 415,000 | |||
ArcLight | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Value of stocks redeemed | $ | $ 200 | |||
Common stock, shares outstanding (in shares) | 27,750,000 |
Reserve Recapitalization - Sche
Reserve Recapitalization - Schedule of Reverse Recapitalization (Details) - shares | Jun. 14, 2021 | Jun. 13, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Reverse Recapitalization [Line Items] | ||||
Common stock, shares outstanding (in shares) | 207,348,000 | 221,959,711 | 5,678,000 | |
Sponsor Earnout Stock (in shares) | 680,000 | |||
Sponsor | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Issuance of stock, net of costs (in shares) | 6,257,000 | |||
ArcLight Shareholders | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Issuance of stock, net of costs (in shares) | 34,672,000 | |||
PIPE Investors | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Issuance of stock, net of costs (in shares) | 41,500,000 | |||
Legacy Proterra Investors | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Issuance of stock, net of costs (in shares) | 131,176,000 | |||
ArcLight | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Common stock, shares outstanding (in shares) | 27,750,000 | |||
Less: redemption of shares (in shares) | (15,000) |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Financial Assets Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Estimated Fair Value | $ 490,967 | $ 68,990 |
Total | 643,941 | 134,731 |
Liabilities: | ||
Derivative liability | 0 | 70,870 |
Warrant liability | 0 | 39,670 |
Fair Value, Recurring | ||
Liabilities: | ||
Total | 0 | 110,540 |
Fair Value, Recurring | Level 1 | ||
Assets: | ||
Short-term investments | 330,053 | 68,990 |
Fair Value, Recurring | Level 2 | Corporate debt securities | ||
Assets: | ||
Estimated Fair Value | 160,914 | 0 |
Fair Value, Recurring | Level 3 | ||
Liabilities: | ||
Derivative liability | 0 | 70,870 |
Warrant liability | 0 | 39,670 |
Money market funds | Fair Value, Recurring | Level 1 | ||
Assets: | ||
Cash equivalents | 102,978 | 744 |
U.S. Treasury securities | Fair Value, Recurring | Level 1 | ||
Assets: | ||
Cash equivalents | $ 49,996 | $ 64,997 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Cash Equivalents and Marketable Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Cash equivalents | $ 152,974 | $ 65,741 |
Unrealized Losses | (588) | |
Estimated Fair Value | 490,967 | $ 68,990 |
Amortized Cost | 644,529 | |
Estimated Fair Value | 643,941 | |
Cash equivalents: | Money market funds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cash equivalents | 102,978 | |
Cash equivalents: | U.S. Treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cash equivalents | 49,996 | |
Short-term investments: | U.S. Treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 330,618 | |
Unrealized Losses | (565) | |
Estimated Fair Value | 330,053 | |
Short-term investments: | Corporate debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 160,937 | |
Unrealized Losses | (23) | |
Estimated Fair Value | $ 160,914 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Maturities of Short Term Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Disclosures [Abstract] | ||
Due within one year | $ 291,525 | $ 68,990 |
Due after one year to two years | 199,442 | 0 |
Total | $ 490,967 | $ 68,990 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Oct. 29, 2021 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Expiration period, period from IPO | 5 years | ||
Redemption price (in usd per share) | $ 0.10 | $ 0.1 | |
Convertible Notes | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Unamortized debt discount and issuance costs | $ 62,327 | $ 97,058 | |
Convertible Notes | Fair value | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Convertible debt | 278,900 | ||
Convertible Notes | Carrying value | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Convertible debt | $ 101,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Derivative liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value | $ 70,870 |
Warrant liability acquired as part of the reverse recapitalization | 0 |
Change in fair value | 111,684 |
Reclassification of liability upon the reverse recapitalization | (182,554) |
Reclassification of liability upon exercise of warrants | 0 |
Fair value | 0 |
Warrant liability | Legacy Proterra warrant liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value | 39,670 |
Warrant liability acquired as part of the reverse recapitalization | 0 |
Change in fair value | 47,346 |
Reclassification of liability upon the reverse recapitalization | (69,320) |
Reclassification of liability upon exercise of warrants | (17,696) |
Fair value | 0 |
Warrant liability | Private placement warrant liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value | 0 |
Warrant liability acquired as part of the reverse recapitalization | 57,610 |
Change in fair value | (38,589) |
Reclassification of liability upon the reverse recapitalization | 0 |
Reclassification of liability upon exercise of warrants | (19,021) |
Fair value | 0 |
Warrant liability | Public warrant liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value | 0 |
Warrant liability acquired as part of the reverse recapitalization | 84,640 |
Change in fair value | (50,264) |
Reclassification of liability upon the reverse recapitalization | 0 |
Reclassification of liability upon exercise of warrants | (34,376) |
Fair value | $ 0 |
Balance Sheet Components - Cash
Balance Sheet Components - Cash and Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Cash and Cash Equivalents | ||||
Cash | $ 17,065 | $ 44,978 | ||
Cash equivalents | 152,974 | 65,741 | ||
Total cash and cash equivalents | 170,039 | 110,719 | ||
Cash, Cash Equivalents and Restricted Cash | ||||
Cash and cash equivalents | 170,039 | 110,719 | ||
Restricted cash, current portion | 12,105 | 8,397 | ||
Restricted cash, net of current portion | 460 | 4,581 | ||
Total restricted cash | 12,565 | 12,978 | ||
Total cash and cash equivalents, and restricted cash | $ 182,604 | $ 123,697 | $ 53,649 | $ 102,974 |
Balance Sheet Components - Inve
Balance Sheet Components - Inventories (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Raw materials | $ 65,225 | $ 31,148 | |
Work in progress | 25,062 | 8,042 | |
Finished goods | 18,269 | 47,756 | |
Service parts | 6,000 | 5,384 | |
Total inventories | 114,556 | 92,330 | |
Write-down of inventories | $ 1,900 | $ 3,000 | $ 4,900 |
Balance Sheet Components - Prop
Balance Sheet Components - Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Finance lease right-of-use assets | $ 179 | $ 179 | |
Property, plant and equipment, and finance lease right-of-use asset gross | 120,905 | 101,624 | |
Less: Accumulated depreciation and amortization | (58,659) | (48,037) | |
Total | 62,246 | 53,587 | |
Depreciation and amortization expense | 15,689 | 15,536 | $ 12,643 |
Computer hardware | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 5,195 | 4,708 | |
Computer software | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 9,561 | 8,849 | |
Internally used vehicles and charging systems | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 16,459 | 19,136 | |
Leased vehicles and batteries | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 6,863 | 7,081 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 10,516 | 10,234 | |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 28,302 | 26,026 | |
Office furniture and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 1,861 | 1,854 | |
Tooling | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 21,726 | 21,727 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 20,243 | $ 1,830 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued payroll and related expenses | $ 8,069 | $ 6,695 |
Accrued sales and use tax | 885 | 975 |
Warranty reserve | 8,116 | 6,121 |
Financing obligation | 0 | 3,056 |
Accrued audit and accounting related expenses | 783 | 428 |
Accrued charger installation costs | 579 | 769 |
Other accrued expenses | 2,202 | 1,692 |
Total | $ 20,634 | $ 19,736 |
Balance Sheet Components - Othe
Balance Sheet Components - Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Jul. 16, 2016 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Financing obligation, term | 5 years | |||
Financing obligation | $ 3,100 | $ 6,000 | ||
Warranty reserve | $ 15,158 | $ 12,461 | ||
Finance lease liability, noncurrent, location | Total | Total | ||
Finance lease liabilities, non-current | $ 87 | $ 117 | ||
Total | $ 15,245 | $ 12,578 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total | $ 110,999 | $ 133,252 |
Less debt, current | 0 | 0 |
Debt, non-current | 110,999 | 133,252 |
Credit facility | Senior Credit Facility | ||
Debt Instrument [Line Items] | ||
Total | 0 | 16,809 |
PPP loan | ||
Debt Instrument [Line Items] | ||
Total | 10,000 | 10,000 |
Convertible Notes | ||
Debt Instrument [Line Items] | ||
Total | $ 100,999 | $ 106,443 |
Debt - Senior Credit Facility (
Debt - Senior Credit Facility (Details) - USD ($) | 1 Months Ended | ||
May 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Letters of credit outstanding, amount | $ 14,500,000 | ||
Credit facility | |||
Debt Instrument [Line Items] | |||
Letters of credit outstanding, amount | 14,400,000 | ||
Credit facility | Senior Credit Facility | |||
Debt Instrument [Line Items] | |||
Borrowing capacity | $ 75,000,000 | ||
Availability, period from maturity of subordinated debt | 91 days | ||
Availability, subordinated debt | $ 7,500,000 | ||
Commitment potential increase | 50,000,000 | ||
Commitment potential reduction | $ 25,000,000 | ||
Termination notice period | 15 days | ||
Fixed Charge Coverage Ratio | 1 | ||
Amount outstanding | $ 0 | $ 17,100,000 | |
Interest rate | 3.09% | ||
Credit facility | Senior Credit Facility | Federal Funds Rate | Variable rate component one | |||
Debt Instrument [Line Items] | |||
Spread plus (minus) on variable interest rate | 0.50% | ||
Credit facility | Senior Credit Facility | London Interbank Offered Rate (LIBOR) | Variable rate component one | |||
Debt Instrument [Line Items] | |||
Spread plus (minus) on variable interest rate | 1.00% | ||
Credit facility | Senior Credit Facility | London Interbank Offered Rate (LIBOR) | Minimum | Variable rate component two | |||
Debt Instrument [Line Items] | |||
Spread plus (minus) on variable interest rate | 1.50% | ||
Credit facility | Senior Credit Facility | London Interbank Offered Rate (LIBOR) | Maximum | Variable rate component two | |||
Debt Instrument [Line Items] | |||
Spread plus (minus) on variable interest rate | 3.00% | ||
Credit facility | Senior Credit Facility | Base Rate | Minimum | Variable rate component two | |||
Debt Instrument [Line Items] | |||
Spread plus (minus) on variable interest rate | 0.00% | ||
Credit facility | Senior Credit Facility | Base Rate | Maximum | Variable rate component two | |||
Debt Instrument [Line Items] | |||
Spread plus (minus) on variable interest rate | 1.50% | ||
Letter of credit | Senior Credit Facility | |||
Debt Instrument [Line Items] | |||
Borrowing capacity | $ 10,000,000 |
Debt - Small Business Administr
Debt - Small Business Administration Loan (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
May 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||||
Loan proceeds | $ 0 | $ 219,471 | $ 21,362 | |
PPP loan | ||||
Debt Instrument [Line Items] | ||||
Loan proceeds | $ 10,000 |
Debt - Convertible Notes (Detai
Debt - Convertible Notes (Details) | Jun. 14, 2021USD ($)shares | Dec. 31, 2021USD ($)lease$ / shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Aug. 31, 2020USD ($)$ / sharesshares |
Debt Instrument [Line Items] | |||||
Warrant to purchase shares of convertible preferred stock (in shares) | shares | 24,900,000 | ||||
Warrant liability | $ 0 | $ 39,670,000 | |||
Debt amount converted | $ 46,500,000 | 48,607,000 | 0 | $ 0 | |
Conversion of Convertible Notes into common stock | 48,781,000 | ||||
Amortization of debt issuance cost and debt discounts | 34,809,000 | 6,045,000 | $ 306,000 | ||
Convertible Debt [Abstract] | |||||
Total | 110,999,000 | 133,252,000 | |||
Additional Paid-in Capital | |||||
Debt Instrument [Line Items] | |||||
Conversion of Convertible Notes into common stock | $ 48,780,000 | ||||
Convertible note warrants | |||||
Debt Instrument [Line Items] | |||||
Warrant to purchase shares of convertible preferred stock (in shares) | shares | 4,562,533 | ||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.02 | ||||
Warrant liability | $ 29,000,000 | ||||
Fair value of embedded derivative liability | 68,500,000 | ||||
Convertible Notes | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 200,000,000 | ||||
Interest rate | 5.00% | ||||
Paid-in-kind interest rate | 4.50% | ||||
Conversion terms, event of liquidation or sale, conversion price percentage | 150.00% | ||||
Covenant, required minimum liquidity | $ 75,000,000 | ||||
Covenant, required minimum liquidity, multiple factor of cash burn | 4 | ||||
Debt issuance costs incurred | $ 5,100,000 | ||||
Debt amount converted | 46,500,000 | ||||
Write off of unamortized debt issuance cost and debt discounts | 21,000,000 | ||||
Threshold consecutive trading days | lease | 20 | ||||
Conversion terms, threshold percentage of stock price trigger | 150.00% | ||||
Convertible notes stock price trigger (in usd per share) | $ / shares | $ 9.86 | ||||
Amortization of debt issuance cost and debt discounts | $ 34,700,000 | 5,600,000 | |||
Convertible Debt [Abstract] | |||||
Principal | 153,500,000 | 200,000,000 | |||
PIK interest | 9,826,000 | 3,501,000 | |||
Total principal | 163,326,000 | 203,501,000 | |||
Less debt discount and issuance costs | (62,327,000) | (97,058,000) | |||
Total | $ 100,999,000 | $ 106,443,000 | |||
Convertible Notes | Additional Paid-in Capital | |||||
Debt Instrument [Line Items] | |||||
Conversion of Convertible Notes into common stock | $ 48,800,000 |
Debt - Future Principal Repayme
Debt - Future Principal Repayments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 0 |
2025 | 173,326 |
Total | $ 173,326 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2020 | |
Leases [Abstract] | ||||
Operating lease asset | $ 24,282 | $ 10,310 | $ 13,800 | |
Total lease liabilities | 25,047 | 11,044 | $ 14,300 | |
Operating lease, expense | $ 4,200 | $ 4,000 | $ 3,400 | |
Operating lease, weighted average remaining lease term | 7 years 7 months 6 days | 4 years | ||
Operating lease, weighted average discount rate, percent | 5.80% | 4.90% |
Leases - Net Investment In Leas
Leases - Net Investment In Lease (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Net investment in leases, current | $ 411 | $ 398 |
Net investment in leases, non-current | 5,179 | 3,101 |
Total net investment in leases | $ 5,590 | $ 3,499 |
Leases - Lessor Future Minimum
Leases - Lessor Future Minimum Payments Receivable (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Operating leases | |
2022 | $ 803 |
2023 | 384 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
Thereafter | 0 |
Total minimum lease payments | 1,187 |
Sales-type leases | |
2022 | 395 |
2023 | 469 |
2024 | 548 |
2025 | 828 |
2026 | 828 |
Thereafter | 3,061 |
Total minimum lease payments | $ 6,129 |
Leases - Maturities Of Operatin
Leases - Maturities Of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 |
Leases [Abstract] | |||
2022 | $ 5,419 | ||
2023 | 4,796 | ||
2024 | 3,733 | ||
2025 | 3,148 | ||
2026 | 2,615 | ||
Thereafter | 12,096 | ||
Total undiscounted lease payment | 31,807 | ||
Less: imputed interest | (6,760) | ||
Total lease liabilities | $ 25,047 | $ 11,044 | $ 14,300 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ (4,209) | $ (3,855) |
Operating lease right-of-use assets obtained in exchange for lease liabilities | $ 17,573 | $ 7 |
Leases - Operating Lease Right-
Leases - Operating Lease Right-of-use Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 |
Leases [Abstract] | |||
Operating lease right-of-use assets | $ 24,282 | $ 10,310 | $ 13,800 |
Operating lease liabilities, current | 4,084 | 3,153 | |
Operating lease liabilities, non-current | 20,963 | 7,891 | |
Total lease liabilities | $ 25,047 | $ 11,044 | $ 14,300 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) $ in Millions | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase commitment, outstanding inventory and other | $ 2,100 |
Letters of credit outstanding, amount | $ 14.5 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) | Dec. 31, 2021shares | Jun. 14, 2021$ / sharesshares | Jun. 13, 2021$ / sharesshares | Dec. 31, 2020shares |
Class of Stock [Line Items] | ||||
Capital stock, shares authorized (in shares) | 510,000,000 | 271,920,636 | ||
Capital stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | 156,276,750 | 156,277,000 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 115,643,886 | 0 |
Common stock, shares issued (in shares) | 221,959,711 | 207,300,000 | 5,678,000 | |
Common stock, shares outstanding (in shares) | 221,959,711 | 207,348,000 | 5,678,000 | |
Preferred stock, shares issued (in shares) | 0 | 0 | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | |
Common stock exchange ratio | 0.8925 | 0.8925 | ||
Legacy Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock, shares issued (in shares) | 6,361,952 | |||
Common stock, shares outstanding (in shares) | 6,361,952 |
Stockholders' Equity - Converti
Stockholders' Equity - Convertible Preferred Stock (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2021 | Jun. 14, 2021 | Jun. 13, 2021 | |
Class of Stock [Line Items] | ||||
Shares Authorized (in shares) | 0 | 10,000,000 | 10,000,000 | 115,643,886 |
Shares Issued (in shares) | 0 | 0 | 0 | |
Shares Outstanding | 0 | 0 | 0 | |
Convertible preferred stock | ||||
Class of Stock [Line Items] | ||||
Shares Authorized (in shares) | 115,644,000 | 0 | ||
Shares Issued (in shares) | 115,136,000 | 0 | ||
Shares Outstanding | 115,136,000 | 0 | ||
Net Carrying Value | $ 626,679 | |||
Aggregate Liquidation Preference | $ 631,296 | $ 0 | ||
Series 1 | ||||
Class of Stock [Line Items] | ||||
Shares Authorized (in shares) | 24,604,000 | |||
Shares Issued (in shares) | 24,522,000 | |||
Shares Outstanding | 24,522,000 | |||
Net Carrying Value | $ 79,564 | |||
Aggregate Liquidation Preference | 75,006 | |||
Proceeds from exercise of warrants | $ 500 | |||
Series 2 | ||||
Class of Stock [Line Items] | ||||
Shares Authorized (in shares) | 5,417,000 | |||
Shares Issued (in shares) | 5,417,000 | |||
Shares Outstanding | 5,417,000 | |||
Net Carrying Value | $ 24,868 | |||
Aggregate Liquidation Preference | $ 24,953 | |||
Series 3 | ||||
Class of Stock [Line Items] | ||||
Shares Authorized (in shares) | 6,799,000 | |||
Shares Issued (in shares) | 6,799,000 | |||
Shares Outstanding | 6,799,000 | |||
Net Carrying Value | $ 36,096 | |||
Aggregate Liquidation Preference | $ 36,475 | |||
Series 4 | ||||
Class of Stock [Line Items] | ||||
Shares Authorized (in shares) | 8,175,000 | |||
Shares Issued (in shares) | 7,749,000 | |||
Shares Outstanding | 7,749,000 | |||
Net Carrying Value | $ 29,901 | |||
Aggregate Liquidation Preference | $ 30,000 | |||
Series 5 | ||||
Class of Stock [Line Items] | ||||
Shares Authorized (in shares) | 25,339,000 | |||
Shares Issued (in shares) | 25,339,000 | |||
Shares Outstanding | 25,339,000 | |||
Net Carrying Value | $ 138,747 | |||
Aggregate Liquidation Preference | $ 142,987 | |||
Series 6 | ||||
Class of Stock [Line Items] | ||||
Shares Authorized (in shares) | 12,888,000 | |||
Shares Issued (in shares) | 12,888,000 | |||
Shares Outstanding | 12,888,000 | |||
Net Carrying Value | $ 79,085 | |||
Aggregate Liquidation Preference | $ 80,000 | |||
Series 7 | ||||
Class of Stock [Line Items] | ||||
Shares Authorized (in shares) | 21,197,000 | |||
Shares Issued (in shares) | 21,197,000 | |||
Shares Outstanding | 21,197,000 | |||
Net Carrying Value | $ 151,770 | |||
Aggregate Liquidation Preference | $ 155,000 | |||
Series 8 | ||||
Class of Stock [Line Items] | ||||
Shares Authorized (in shares) | 11,225,000 | |||
Shares Issued (in shares) | 11,225,000 | |||
Shares Outstanding | 11,225,000 | |||
Net Carrying Value | $ 86,648 | |||
Aggregate Liquidation Preference | $ 86,875 |
Stockholders' Equity - Reserved
Stockholders' Equity - Reserved Shares (Details) - shares | Dec. 31, 2021 | Jun. 14, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||
Total | 51,536,000 | 144,601,000 | |
2021 Employee Stock Purchase Plan | |||
Class of Stock [Line Items] | |||
Total | 1,630,000 | ||
Exercise of common stock warrants to purchase common stock | |||
Class of Stock [Line Items] | |||
Total | 1,000 | 4,596,000 | |
Earnout Stock | |||
Class of Stock [Line Items] | |||
Total | 18,009,000 | ||
Stock options and RSUs to purchase common stock | |||
Class of Stock [Line Items] | |||
Total | 23,526,000 | ||
Share-based Payment Arrangement | |||
Class of Stock [Line Items] | |||
Total | 395,000 | ||
Convertible preferred stock | |||
Class of Stock [Line Items] | |||
Total | 115,576,000 | ||
Warrants to purchase convertible preferred stock | |||
Class of Stock [Line Items] | |||
Total | 508,000 | ||
2010 Equity Incentive Plan | |||
Class of Stock [Line Items] | |||
Total | 21,040,000 | 22,532,619 | |
2021 Equity Incentive Plan | |||
Class of Stock [Line Items] | |||
Total | 10,856,000 | 10,400,000 |
Warrants - Narrative (Details)
Warrants - Narrative (Details) | Jun. 14, 2021shares | Oct. 31, 2021USD ($)shares | Dec. 31, 2021USD ($)lease$ / sharesshares | Oct. 29, 2021$ / shares | Dec. 31, 2020USD ($)shares | Aug. 31, 2020USD ($)$ / sharesshares |
Class of Warrant or Right [Line Items] | ||||||
Warrant liability | $ | $ 0 | $ 39,670,000 | ||||
Redemption price (in usd per share) | $ / shares | $ 0.10 | $ 0.1 | ||||
Redemption ratio | 0.255 | |||||
Exercise of warrants, preferred stock issued (in shares) | 26,099,987 | |||||
Exercise of warrants, preferred stock issued (in shares) | 7,400,000 | 10,348,690 | ||||
Warrants redeemed (in shares) | 428,145 | |||||
Reclassification of warrant liability to equity | $ | $ 53,400,000 | |||||
Warrants outstanding (in shares) | 892 | 5,104,030 | ||||
Warrant to purchase shares of convertible preferred stock (in shares) | 24,900,000 | |||||
Warrant Cash Exercise | ||||||
Class of Warrant or Right [Line Items] | ||||||
Proceeds from exercise of warrants | $ | $ 121,889 | |||||
Warrant Cashless Exercise | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise of warrants, preferred stock issued (in shares) | 5,351,231 | |||||
Public warrant liability | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 11.50 | |||||
Warrant liability | $ | $ 84,600,000 | |||||
Warrants redeemed (in shares) | 428,145 | |||||
Proceeds from warrants redeemed | $ | $ 42,815 | |||||
Warrant to purchase shares of convertible preferred stock (in shares) | 13,900,000 | |||||
Public warrant liability | Warrant Cash Exercise | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise of warrants, preferred stock issued (in shares) | 10,599 | |||||
Public warrant liability | Warrant Cashless Exercise | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise of warrants, preferred stock issued (in shares) | 13,436,250 | |||||
Public warrant liability | Warrant Redemption Senario One | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.01 | |||||
Redemption notice period | 30 days | |||||
Share price threshold trading days | lease | 20 | |||||
Share price threshold consecutive trading days | 30 days | |||||
Public warrant liability | Warrant Redemption Scenario Two | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.10 | |||||
Share price redemption trigger (in usd per share) | $ / shares | $ 10 | |||||
Redemption notice period | 30 days | |||||
Share price threshold trading days | lease | 20 | |||||
Share price threshold consecutive trading days | 30 days | |||||
Share price (in dollars per share) | $ / shares | $ 18 | |||||
Public warrant liability | Warrant Redemption Scenario One | ||||||
Class of Warrant or Right [Line Items] | ||||||
Share price redemption trigger (in usd per share) | $ / shares | $ 18 | |||||
Private placement warrant liability | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrant liability | $ | $ 57,600,000 | |||||
Percentage vote of holders required for amendment | 65.00% | |||||
Warrant to purchase shares of convertible preferred stock (in shares) | 7,600,000 | |||||
Private placement warrant liability | Warrant Cashless Exercise | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise of warrants, preferred stock issued (in shares) | 7,550,000 | |||||
Other warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise of warrants, preferred stock issued (in shares) | 5,103,138 | |||||
Warrants redeemed (in shares) | 0 | |||||
Warrants outstanding (in shares) | 892 | 5,104,030 | ||||
Convertible note warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.02 | |||||
Warrant liability | $ | $ 29,000,000 | |||||
Warrant to purchase shares of convertible preferred stock (in shares) | 4,562,533 | |||||
Private placement warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise of warrants, preferred stock issued (in shares) | 7,550,000 | |||||
Warrants redeemed (in shares) | 0 | |||||
Warrants outstanding (in shares) | 0 | 0 |
Warrants - Activity (Details)
Warrants - Activity (Details) - shares | Jun. 14, 2021 | Dec. 31, 2021 |
Class of Warrant or Right [Line Items] | ||
Outstanding (in shares) | 5,104,030 | |
Issued as part of the Merger (in shares) | 21,424,994 | |
Exercised (in shares) | (26,099,987) | |
Redeemed (in shares) | (428,145) | |
Outstanding (in shares) | 892 | |
Number of shares issued during period resulting from conversion (in shares) | 7,400,000 | 10,348,690 |
Public warrants | ||
Class of Warrant or Right [Line Items] | ||
Outstanding (in shares) | 0 | |
Issued as part of the Merger (in shares) | 13,874,994 | |
Exercised (in shares) | (13,446,849) | |
Redeemed (in shares) | (428,145) | |
Outstanding (in shares) | 0 | |
Private placement warrants | ||
Class of Warrant or Right [Line Items] | ||
Outstanding (in shares) | 0 | |
Issued as part of the Merger (in shares) | 7,550,000 | |
Exercised (in shares) | (7,550,000) | |
Redeemed (in shares) | 0 | |
Outstanding (in shares) | 0 | |
Other warrants | ||
Class of Warrant or Right [Line Items] | ||
Outstanding (in shares) | 5,104,030 | |
Issued as part of the Merger (in shares) | 0 | |
Exercised (in shares) | (5,103,138) | |
Redeemed (in shares) | 0 | |
Outstanding (in shares) | 892 |
Equity Plans and Stock-based _3
Equity Plans and Stock-based Compensation - Narrative (Details) - USD ($) | Jun. 14, 2021 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options exercisable, Number of options (in shares) | 13,200,160 | |||||
Awards granted (in shares) | 726,309 | 5,829,698 | 2,998,747 | |||
Awards outstanding (in shares) | 18,101,584 | 20,178,784 | 18,208,313 | 16,527,278 | ||
Stock-based compensation expense | $ 16,061,000 | $ 10,282,000 | $ 8,520,000 | |||
Total intrinsic value of stock options exercised | 12,100,000 | 4,300,000 | 2,900,000 | |||
Total estimated grant date fair value of stock options vested | 13,800,000 | $ 9,900,000 | $ 8,300,000 | |||
Unrecognized stock-based compensation expense | $ 23,400,000 | |||||
Unrecognized stock-based compensation expense, period for recognition | 2 years 3 months 18 days | |||||
2010 Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options exercisable, Number of options (in shares) | 22,532,619 | 21,040,149 | ||||
Common stock reserved for the Plan (in shares) | 387,531 | |||||
2021 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Annual percentage increase in shares reserved | 4.00% | |||||
Exercise price, percent of fair market value for greater than ten percent shareholders | 110.00% | |||||
2021 Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock reserved for the Plan (in shares) | 10,000,000 | |||||
Number of shares that may be issued (in shares) | 30,000,000 | |||||
Employee Stock Purchase Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock reserved for the Plan (in shares) | 1,630,000 | |||||
Annual percentage increase in shares reserved | 1.00% | |||||
Number of shares that may be issued (in shares) | 16,300,000 | |||||
Stock-based compensation expense | $ 200,000 | |||||
ESPP, purchase price percentage | 85.00% | |||||
ESPP, percentage of eligible compensation | 15.00% | |||||
ESPP, maximum shares that may be purchased | 2,500 | |||||
ESPP, offering period | 6 months | |||||
ESPP, maximum amount that may be purchased | $ 25,000 | |||||
Stock options and RSUs to purchase common stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award expiration period | 10 years | |||||
Stock options and RSUs to purchase common stock | Greater than 10% stockholder | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award expiration period | 5 years | |||||
Restricted stock units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 4 years | |||||
Unrecognized stock-based compensation expense, RSUs | $ 12,800,000 | |||||
Unrecognized stock-based compensation expense, period for recognition | 3 years 6 months | |||||
CEO Equity Awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Awards granted (in shares) | 4,685,624 | |||||
CEO Time-Based Awards at $4.75 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Awards granted (in shares) | 1,338,749 | |||||
Award exercise price (in dollars per share) | $ 5.33 | |||||
CEO Time-Based Awards at $10 to $25 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 4 years | |||||
Awards outstanding (in shares) | 2,677,500 | 2,677,500 | ||||
CEO Time-Based Awards at $10 to $25 | Tranche One | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award exercise price (in dollars per share) | $ 11.21 | |||||
CEO Time-Based Awards at $10 to $25 | Tranche Two | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award exercise price (in dollars per share) | 16.81 | |||||
CEO Time-Based Awards at $10 to $25 | Tranche Three | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award exercise price (in dollars per share) | 22.41 | |||||
CEO Time-Based Awards at $10 to $25 | Tranche Four | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award exercise price (in dollars per share) | 28.02 | |||||
Milestone Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award exercise price (in dollars per share) | $ 5.33 | |||||
Awards outstanding (in shares) | 669,375 | 669,375 | ||||
Number of shares that fully vested (in shares) | 669,375 | |||||
Unrecognized stock-based compensation expense | $ 2,100,000 |
Equity Plans and Stock-based _4
Equity Plans and Stock-based Compensation - Outstanding Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Stock Options Outstanding | |||||
Balance at beginning of period (in shares) | 20,178,784 | 18,208,313 | 16,527,278 | ||
Granted (in shares) | 726,309 | 5,829,698 | 2,998,747 | ||
Exercised (in shares) | (1,966,532) | (1,750,822) | (811,514) | ||
Cancelled/forfeited/expired (in shares) | (836,977) | (2,108,405) | (506,198) | ||
Balance at end of period (in shares) | 18,101,584 | 20,178,784 | 18,208,313 | 16,527,278 | |
Options exercisable, Number of options (in shares) | 13,200,160 | ||||
Stock Options Weighted Average Exercise Price | |||||
Balance at beginning of period (in dollars per share) | $ 3.81 | $ 3.42 | $ 2.92 | ||
Granted (in dollars per share) | 10.42 | 4.89 | 5.86 | ||
Exercised (in dollars per share) | 3.36 | 2.40 | 2.13 | ||
Cancelled/forfeited/expired (in dollars per share) | 4.65 | 4.61 | 3.92 | ||
Balance at end of period (in dollars per share) | 4.08 | $ 3.81 | $ 3.42 | $ 2.92 | |
Options exercisable, Weighted average exercise price per share (in dollars per share) | $ 3.44 | ||||
Stock Option Activity, Additional Disclosures | |||||
Options outstanding, Weighted average remaining contractual term | 5 years 6 months | 7 years 4 months 24 days | 7 years 7 months 6 days | 8 years 3 months 18 days | |
Options exercisable, Weighted average remaining contractual term | 4 years 7 months 6 days | ||||
Options outstanding, Aggregate intrinsic value (in USD) | $ 87,425 | $ 65,056 | $ 34,723 | $ 42,951 | |
Options exercisable, Aggregate intrinsic value (in USD) | $ 71,087 | ||||
CEO Time-Based Awards at $10 to $25 | |||||
Number of Stock Options Outstanding | |||||
Balance at beginning of period (in shares) | 2,677,500 | ||||
Balance at end of period (in shares) | 2,677,500 | 2,677,500 | |||
Milestone Options | |||||
Number of Stock Options Outstanding | |||||
Balance at beginning of period (in shares) | 669,375 | ||||
Balance at end of period (in shares) | 669,375 | 669,375 | |||
Equity Awards | |||||
Number of Stock Options Outstanding | |||||
Balance at end of period (in shares) | 1,171,408 | ||||
Stock Options Weighted Average Exercise Price | |||||
Options exercisable, Weighted average exercise price per share (in dollars per share) | $ 19.61 |
Equity Plans and Stock-based _5
Equity Plans and Stock-based Compensation - Assumptions Used in Fair Value Measurement (Details) - Stock options and RSUs to purchase common stock | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 6 years 2 months 12 days | 6 years 1 month 6 days | 6 years 1 month 6 days |
Risk-free interest rate | 1.00% | 0.50% | 1.80% |
Expected volatility | 54.80% | 69.10% | 65.40% |
Expected dividend rate | 0.00% | 0.00% | 0.00% |
Equity Plans and Stock-based _6
Equity Plans and Stock-based Compensation - RSU Activity (Details) - Restricted stock units (RSUs) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Number of RSUs | |
Balance (in shares) | shares | 0 |
Granted (in shares) | shares | 1,480,201 |
Vested (in shares) | shares | (58,731) |
Cancelled/forfeited (in shares) | shares | (96,510) |
Balance (in shares) | shares | 1,324,960 |
Weighted Average Grant Date Fair Value | |
Balance (in dollars per share) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 10.72 |
Vested (in dollars per share) | $ / shares | 11.41 |
Cancelled/forfeited (in dollars per share) | $ / shares | 10.98 |
Balance (in dollars per share) | $ / shares | $ 10.67 |
Equity Plans and Stock-based _7
Equity Plans and Stock-based Compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | $ 16,061 | $ 10,282 | $ 8,520 |
Cost of goods sold | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 1,385 | 929 | 826 |
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 2,507 | 1,616 | 1,436 |
Selling, general and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | $ 12,169 | $ 7,737 | $ 6,258 |
Net Loss Per Share - Calculatio
Net Loss Per Share - Calculation (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Jun. 14, 2021 | |
Numerator: | ||||
Net loss | $ | $ (250,006) | $ (127,007) | $ (101,552) | |
Denominator: | ||||
Weighted-average shares used in computing net loss per share of common stock, basic (in shares) | shares | 120,886 | 4,385 | 3,616 | |
Weighted-average shares used in computing net loss per share of common stock, diluted (in shares) | shares | 120,886 | 4,385 | 3,616 | |
Net loss per share of common stock, basic (in dollars per share) | $ / shares | $ (2.07) | $ (28.96) | $ (28.08) | |
Net loss per share of common stock, diluted (in dollars per share) | $ / shares | $ (2.07) | $ (28.96) | $ (28.08) | |
Common stock exchange ratio | 0.8925 | 0.8925 |
Net Loss Per Share - Narrative
Net Loss Per Share - Narrative (Details) | 12 Months Ended |
Dec. 31, 2021$ / shares | |
Earnings Per Share [Abstract] | |
Convertible Notes, conversion price (in usd per share) | $ 6.5712 |
VWAP (in usd per share) | $ 9.86 |
Consecutive days | 20 days |
Net Loss Per Share - Potentiall
Net Loss Per Share - Potentially Dilutive Securities (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities | 22,774,000 | 144,206,000 | 134,398,000 |
Convertible preferred stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities | 0 | 115,576,000 | 115,576,000 |
Warrants to purchase convertible preferred stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities | 0 | 508,000 | 508,000 |
Stock options and RSUs to purchase common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities | 22,773,000 | 23,526,000 | 18,209,000 |
Warrants to purchase common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities | 1,000 | 4,596,000 | 105,000 |
Income Tax - Components of the
Income Tax - Components of the Net Loss Before the Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (249,990) | $ (127,007) | $ (101,552) |
Income Tax - Provision for Inco
Income Tax - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 16 | 13 | 0 |
Foreign | 0 | 9 | 0 |
Total current provision | 16 | 22 | 0 |
Deferred: | |||
Federal | 0 | 0 | 0 |
State | 0 | 0 | 0 |
Foreign | 0 | 0 | 0 |
Total deferred provision | 0 | 0 | 0 |
Total provision for income taxes | $ 16 | $ 22 | $ 0 |
Income Tax - Reconciliation of
Income Tax - Reconciliation of Effective Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
U.S. federal statutory rate | 21.00% | 21.00% | 21.00% |
State income taxes, net of federal benefit | 3.90% | 1.70% | 3.40% |
Change in valuation allowance | (17.90%) | (17.50%) | (23.90%) |
Research and development credit | 0.50% | 0.20% | 0.30% |
Fair market value adjustment | (5.90%) | (2.10%) | 0.00% |
Non-deductible Convertible Notes interest expense | (1.50%) | (2.20%) | 0.00% |
Other | (0.10%) | (1.10%) | (0.80%) |
Effective income tax rate | 0.00% | 0.00% | 0.00% |
Income Tax - Deferred Tax Asset
Income Tax - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 150,857 | $ 113,643 |
Deferred revenue | 9,419 | 6,731 |
Stock-based compensation | 4,679 | 3,560 |
Accruals and reserves, not currently deductible for tax purposes | 10,665 | 8,351 |
Research and development credit | 4,562 | 2,761 |
Goodwill | 888 | 1,014 |
Interest expense | 1,808 | 2,097 |
Lease liability | 6,511 | 2,738 |
Other | 381 | 44 |
Gross deferred tax assets | 189,770 | 140,939 |
Less valuation allowance | (182,113) | (137,437) |
Net deferred tax assets | 7,657 | 3,502 |
Deferred tax liabilities: | ||
Property, plant and equipment | (1,344) | (1,008) |
ROU assets | (6,313) | (2,494) |
Other | 0 | 0 |
Gross deferred tax liabilities | (7,657) | (3,502) |
Net deferred tax asset (liabilities) | $ 0 | $ 0 |
Income Tax - Narrative (Details
Income Tax - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Increase in net valuation allowance | $ 44,700,000 | $ 22,300,000 |
Net deferred tax assets and liabilities | 0 | 0 |
Accrued interest and penalties | $ 0 | $ 0 |
Income Tax - Net Operating Loss
Income Tax - Net Operating Loss Carryforwards (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Loss Carryforwards [Line Items] | ||
Total | $ 1,037,533 | $ 772,375 |
Federal | Prior to 2018 | ||
Operating Loss Carryforwards [Line Items] | ||
Total | 237,850 | 237,850 |
Federal | Post December 31, 2017 | ||
Operating Loss Carryforwards [Line Items] | ||
Total | 361,815 | 216,724 |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Total | $ 437,868 | $ 317,801 |
Income Tax - Tax Credit Carryfo
Income Tax - Tax Credit Carryforwards (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Tax Credit Carryforward [Line Items] | ||
Total | $ 5,925 | $ 3,251 |
Federal | ||
Tax Credit Carryforward [Line Items] | ||
Total | 3,454 | 2,020 |
State | ||
Tax Credit Carryforward [Line Items] | ||
Total | $ 2,471 | $ 1,231 |
Income Tax - Unrecognized Tax B
Income Tax - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning balance | $ 813 | $ 707 | $ 527 |
Increase – tax positions in current period | 668 | 106 | 180 |
Ending balance | $ 1,481 | $ 813 | $ 707 |
401(k) Plan (Details)
401(k) Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Employer matching contribution, percent of match | 4.00% | ||
Employer matching contribution, cost | $ 2.4 | $ 1.9 | $ 1.7 |