Cover
Cover - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2022 | May 02, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-39546 | |
Entity Registrant Name | Proterra Inc | |
Entity Incorporation, State or Country Code | DE | |
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 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | PTRA | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 223 | |
Entity Central Index Key | 0001820630 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Cash and cash equivalents | $ 47,364 | $ 170,039 |
Accounts receivable, net | 78,369 | 81,644 |
Short-term investments | 551,321 | 490,967 |
Inventory | 128,387 | 114,556 |
Prepaid expenses and other current assets | 14,889 | 15,300 |
Deferred cost of goods sold | 2,640 | 1,816 |
Restricted cash, current | 12,105 | 12,105 |
Total current assets | 835,075 | 886,427 |
Property, plant, and equipment, net | 70,149 | 62,246 |
Operating lease right-of-use assets | 23,120 | 24,282 |
Restricted cash, non-current | 460 | 460 |
Other assets | 8,142 | 8,472 |
Total assets | 936,946 | 981,887 |
Liabilities and Stockholders’ Equity: | ||
Accounts payable | 55,591 | 53,404 |
Accrued liabilities | 16,316 | 20,634 |
Deferred revenue, current | 13,337 | 13,821 |
Operating lease liabilities, current | 3,832 | 4,084 |
Total current liabilities | 89,076 | 91,943 |
Debt, non-current | 116,128 | 110,999 |
Deferred revenue, non-current | 21,406 | 22,585 |
Operating lease liabilities, non-current | 20,057 | 20,963 |
Other long-term liabilities | 15,371 | 15,245 |
Total liabilities | 262,038 | 261,735 |
Commitments and contingencies (Note 8) | ||
Stockholders’ equity: | ||
Common stock, $0.0001 par value; 500,000 shares authorized and 222,703 shares issued and outstanding as of March 31, 2022 (unaudited); 500,000 shares authorized and 221,960 shares issued and outstanding as of December 31, 2021 | 22 | 22 |
Preferred stock, $0.0001 par value; 10,000 shares authorized and zero shares issued and outstanding as of March 31, 2022 (unaudited); 10,000 shares authorized, zero shares issued and outstanding as of December 31, 2021 | 0 | 0 |
Additional paid-in capital | 1,585,418 | 1,578,943 |
Accumulated deficit | (908,303) | (858,225) |
Accumulated other comprehensive loss | (2,229) | (588) |
Total stockholders’ equity | 674,908 | 720,152 |
Total liabilities and stockholders’ equity | $ 936,946 | $ 981,887 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 222,703,318 | 221,960,000 |
Common stock, shares outstanding (in shares) | 222,703,318 | 221,960,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Total revenue | $ 58,581 | $ 54,006 |
Total cost of goods sold | 61,584 | 53,135 |
Gross profit (loss) | (3,003) | 871 |
Research and development | 11,802 | 9,700 |
Selling, general and administrative | 28,387 | 18,460 |
Total operating expenses | 40,189 | 28,160 |
Loss from operations | (43,192) | (27,289) |
Interest expense, net | 6,879 | 8,797 |
Loss on valuation of derivative and warrant liabilities | 0 | 16,321 |
Other expense, net | 7 | (245) |
Loss before income taxes | (50,078) | (52,162) |
Provision for income taxes | 0 | 0 |
Net loss | $ (50,078) | $ (52,162) |
Net income (loss) per share of common stock: | ||
Basic (in dollars per share) | $ (0.23) | $ (8.66) |
Diluted (in dollars per share) | $ (0.43) | $ (8.66) |
Weighted average shares used in per share computation: | ||
Basic (in shares) | 222,276 | 6,021 |
Diluted (in shares) | 247,131 | 6,021 |
Product | ||
Total revenue | $ 54,171 | $ 51,422 |
Total cost of goods sold | 57,226 | 50,531 |
Parts and other service | ||
Total revenue | 4,410 | 2,584 |
Total cost of goods sold | $ 4,358 | $ 2,604 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (50,078) | $ (52,162) |
Available-for-sales securities: | ||
Unrealized losses on available-for-sale securities | (1,641) | 0 |
Other comprehensive loss, net of taxes | (1,641) | 0 |
Total comprehensive loss, net of taxes | $ (51,719) | $ (52,162) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | Total | Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Dec. 31, 2020 | 115,136 | 5,678 | ||||
Beginning 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) | 566 | |||||
Issuance of stock, net of costs | 2,024 | 2,024 | ||||
Stock-based compensation | 2,997 | 2,997 | ||||
Net loss | (52,162) | (52,162) | ||||
Other comprehensive loss, net of taxes | 0 | |||||
Ending balance (in shares) at Mar. 31, 2021 | 115,136 | 6,244 | ||||
Ending balance at Mar. 31, 2021 | 27,325 | $ 13 | $ 1 | 687,692 | (660,381) | 0 |
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 221,960 | ||||
Beginning balance at Dec. 31, 2021 | 720,152 | $ 0 | $ 22 | 1,578,943 | (858,225) | (588) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of stock, net of costs (in shares) | 743 | |||||
Issuance of stock, net of costs | 1,833 | 1,833 | ||||
Stock-based compensation | 4,642 | 4,642 | ||||
Net loss | (50,078) | (50,078) | ||||
Other comprehensive loss, net of taxes | (1,641) | (1,641) | ||||
Ending balance (in shares) at Mar. 31, 2022 | 0 | 222,703 | ||||
Ending balance at Mar. 31, 2022 | $ 674,908 | $ 0 | $ 22 | $ 1,585,418 | $ (908,303) | $ (2,229) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (50,078) | $ (52,162) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 3,381 | 3,759 |
Stock-based compensation | 4,642 | 2,997 |
Amortization of debt discount and issuance costs | 3,337 | 3,755 |
Accretion of debt end of term charge and PIK interest | 1,812 | 2,258 |
Loss on valuation of derivative and warrant liabilities | 0 | 16,321 |
Others | 494 | (5) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 3,287 | 364 |
Inventory | (13,830) | 364 |
Prepaid expenses and other current assets | 333 | (3,463) |
Deferred cost of goods sold | (824) | 117 |
Operating lease right-of-use assets and liabilities | 4 | (35) |
Other assets | 309 | 122 |
Accounts payable and accrued liabilities | (3,485) | 10,071 |
Deferred revenue, current and non-current | (1,664) | (1,470) |
Other non-current liabilities | 134 | 1,258 |
Net cash used in operating activities | (52,148) | (15,749) |
Cash flows from investing activities: | ||
Purchase of investments | (202,479) | (111,504) |
Proceeds from maturities of investments | 140,000 | 49,000 |
Purchase of property and equipment | (9,173) | (1,251) |
Net cash used in investing activities | (71,652) | (63,755) |
Cash flows from financing activities: | ||
Repayment of finance obligation | (8) | (121) |
Repayment of government grants | (700) | 0 |
Proceeds from exercise of stock options | 1,833 | 2,024 |
Net cash provided by financing activities | 1,125 | 1,903 |
Net decrease in cash and cash equivalents, and restricted cash | (122,675) | (77,601) |
Cash and cash equivalents, and restricted cash at the beginning of period | 182,604 | 123,697 |
Cash and cash equivalents, and restricted cash at the end of period | 59,929 | 46,096 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 2,094 | 2,706 |
Cash paid for income taxes | 0 | 0 |
Non-cash investing and financing activity: | ||
Assets acquired through accounts payable and accrued liabilities | $ 7,087 | $ 1,789 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Organization and Description of Business Proterra Inc (“Proterra”), formerly known as ArcLight Clean Transition Corp. (“ArcLight”), is a leading developer and producer of electric vehicle technology for commercial applications. 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. Legacy Proterra (as defined below) was originally formed in June 2004 as a Colorado limited liability company and converted to a Delaware corporation in February 2010. Proterra operates from its headquarters and battery production facility in Burlingame, California. Proterra 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 unaudited condensed 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. The Company has incurred net losses and negative cash flows from operations since inception. As of March 31, 2022, the Company has an accumulated deficit of $908.3 million. The Company has $598.7 million of cash and cash equivalents and short-term investments as of March 31, 2022. 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 unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). The Company’s condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2021 and the related notes incorporated by referenced in the Company’s Annual Report (the “Annual Report”) on Form 10-K, filed with SEC on March 14, 2022, which provides a more complete discussion of the Company’s accounting policies and certain other information. The information as of December 31, 2021 and 2020 was derived from the Company’s audited financial statements. The condensed consolidated financial statements were prepared on the same basis as the audited financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for a fair presentation of the Company’s financial position as of March 31, 2022 and the results of operations and cash flows for the three months ended March 31, 2022 and 2021. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. Use of Estimates In preparing the condensed consolidated financial statements and related disclosures in conformity with GAAP and pursuant to the rules and regulations of the SEC, the Company must make estimates and judgments that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results may differ materially from these estimates. Significant Accounting Policies There have been no material changes to the Company’s significant accounting policies described in the Annual Report. The Company has not experienced any significant impact to estimates or assumptions as a result of the COVID-19 pandemic. However, our financial results have been impacted by ongoing constraints and inefficiencies in production largely driven by shortages of component parts and shipment delays, and workforce absences due to illness or quarantines during the pandemic experienced by us or our suppliers. 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), the impact on the Company’s customers and the 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, United Kingdom, Australia, Japan and Turkey. Revenue disaggregated by geography, based on the addresses of our customers, consists of the following (in thousands): Three Months Ended March 31, 2022 2021 United States $ 51,967 $ 52,569 Rest of World 6,614 1,437 $ 58,581 $ 54,006 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. 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 March 31, 2022 and December 31, 2021. 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 March 31, 2022, 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 and short-term investments 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 timing of purchase of P-2 and A-2 or better from Moody’s Investors Service and Standard & Poor’s Financial Services, LLC, 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, the United Kingdom, Australia, 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 Three Months Ended March 31, March 31, December 31, 2022 2021 2022 2021 Number of customers accounted for 10% or more* 2 3 3 1 __________________ * Two customers accounted for 23% and 17%, respectively, of the Company's revenue for the three months ended March 31, 2022, respectively. No individual customer accounted for more than 20% of the Company’s revenue for the three months ended March 31, 2021, or accounts receivable as of March 31, 2022 and December 31, 2021. 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. 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. The Company reviews long-lived assets for impairment at the lowest level for which separate cash flows can be identified. No impairment charge was recognized in the three months ended March 31, 2022 and 2021. 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, 2021 $ 36,406 Revenue recognized from beginning balance during the three months ended March 31, 2022 (6,021) Deferred revenue added during the three months ended March 31, 2022 4,358 Deferred revenue as of March 31, 2022 $ 34,743 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 $0.3 million and $0.6 million in the three months ended March 31, 2022 and 2021, 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. 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 $2.1 million and $3.8 million for the three months ended March 31, 2022 and 2021, respectively. Extended warranty revenue was $0.4 million and $0.3 million for the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022 and December 31, 2021, the contract assets balance was $2.8 million and $1.3 million, respectively. The contract assets are expected to be billed within the next twelve months and are recorded in prepaid expenses and other current assets on the balance sheets. As of March 31, 2022, the amount of remaining performance obligations that have not been recognized as revenue was $426.6 million, of which 63% were 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. Our business is organized 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): Three Months Ended March 31, 2022 2021 Proterra Transit $ 35,381 $ 42,204 Proterra Powered & Energy 23,200 11,802 Total $ 58,581 $ 54,006 Product Warranties Warranty expense is recorded as a component of cost of goods sold. Accrued warranty activity consisted of the following (in thousands): Three Months Ended March 31, 2022 Warranty reserve - beginning of period $ 23,274 Warranty costs incurred (2,715) Net changes in liability for pre-existing warranties, including expirations (691) Provision for warranty 2,813 Warranty reserve - end of period $ 22,681 |
Adoption of New Accounting Stan
Adoption of New Accounting Standards | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Adoption of New Accounting Standards | Adoption of New Accounting Standards 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. The Company adopted this standard on January 1, 2022, and it had no material impact on the condensed consolidated financial statements. |
Reverse Recapitalization
Reverse Recapitalization | 3 Months Ended |
Mar. 31, 2022 | |
Reverse Recapitalization [Abstract] | |
Reverse Recapitalization | 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 (as defined in Note 6 “Debt”) 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 will be 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; and 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 the 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 | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
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): Pricing Category Fair Value at March 31, 2022 December 31, 2021 Assets: Cash equivalents and marketable securities: Money market funds Level 1 $ 36,380 $ 102,978 U.S. Treasury securities Level 1 — 49,996 Short-term investments: U.S. Treasury securities Level 1 465,370 330,053 Corporate debt securities Level 2 85,951 160,914 Total $ 587,701 $ 643,941 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. The following is a summary of cash equivalents and marketable securities as of March 31, 2022 (in thousands): Amortized Cost Unrealized Losses Estimated Fair Value Cash equivalents: Money market funds $ 36,380 $ — $ 36,380 Short-term investments: U.S. Treasury securities 467,564 (2,194) $ 465,370 Corporate debt securities 85,986 (35) $ 85,951 Total $ 589,930 $ (2,229) $ 587,701 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 March 31, 2022 and December 31, 2021 were primarily related to U.S. Treasury securities with maturities longer than one year due to recent changes in interest rates and are considered temporary in nature. The contractual maturities of short-term investments are as follows (in thousands): March 31, 2022 December 31, 2021 Due within one year $ 353,333 $ 291,525 Due after one year to two years 197,987 199,442 Total $ 551,320 $ 490,967 The fair value of the Convertible Notes was $258.5 million as of March 31, 2022. The carrying value of the Convertible Notes of $106.1 million, net of $59.0 million unamortized debt discount and issuance costs, as of March 31, 2022, was recorded in Debt, non-current on the balance sheets. |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Balance Sheet Components Cash and cash equivalents consisted of the following (in thousands): March 31, 2022 December 31, 2021 Cash $ 10,984 $ 17,065 Cash equivalents 36,380 152,974 Total cash and cash equivalents $ 47,364 $ 170,039 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. 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. March 31, 2022 December 31, 2021 Cash and cash equivalents $ 47,364 $ 170,039 Restricted cash, current portion 12,105 12,105 Restricted cash, net of current portion 460 460 Total restricted cash 12,565 12,565 Total cash and cash equivalents, and restricted cash $ 59,929 $ 182,604 Inventories consisted of the following (in thousands): March 31, 2022 December 31, 2021 Raw materials $ 68,964 $ 65,225 Work in progress 31,534 25,062 Finished goods 21,559 18,269 Service parts 6,330 6,000 Total inventories $ 128,387 $ 114,556 The write-down of excess or obsolete inventories to cost of goods sold was immaterial for the three months ended March 31, 2022, and $0.5 million for the three months ended March 31, 2021. Property, plant, and equipment, net, consisted of the following (in thousands): March 31, 2022 December 31, 2021 Computer hardware $ 5,230 $ 5,195 Computer software 9,619 9,561 Internally used vehicles and charging systems 16,889 16,459 Leased vehicles and batteries 6,714 6,863 Leasehold improvements 10,607 10,516 Machinery and equipment 28,474 28,302 Office furniture and equipment 1,889 1,861 Tooling 21,939 21,726 Finance lease right-of-use assets 179 179 Construction in progress 30,482 20,243 132,022 120,905 Less: Accumulated depreciation and amortization (61,873) (58,659) Total $ 70,149 $ 62,246 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 $3.4 million and $3.8 million for the three months ended March 31, 2022 and 2021, respectively. Accrued liabilities consisted of the following (in thousands): March 31, 2022 December 31, 2021 Accrued payroll and related expenses $ 6,353 $ 8,069 Accrued sales and use tax 708 885 Warranty reserve 7,389 8,116 Accrued audit and accounting related expenses 472 783 Accrued charger installation costs 443 579 Other accrued expenses 951 2,202 Total $ 16,316 $ 20,634 Other long-term liabilities consisted of the following (in thousands): March 31, 2022 December 31, 2021 Warranty reserve $ 15,292 $ 15,158 Finance lease liabilities, non-current 79 87 Total $ 15,371 $ 15,245 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt, net of debt discount and issuance costs, consisted of the following (in thousands): March 31, 2022 December 31, 2021 Senior Credit Facility $ — $ — PPP loan 10,000 10,000 Convertible Notes 106,128 100,999 Total debt 116,128 110,999 Less debt, current — — Debt, non-current $ 116,128 $ 110,999 Senior Credit Facility In May 2019, the Company entered into a Loan, Guaranty and Security Agreement for a senior secured asset-based lending facility (the “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. There was no outstanding balance for borrowings under this Senior Credit Facility as of March 31, 2022 and December 31, 2021. There was an aggregate of $14.5 million in letters of credit outstanding as of March 31, 2022. 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 an original maturity in May 2022, and was extended to May 2025 based on SBA’s interim final rule. The interest rate was 1.0% 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 common 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 a 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. 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. The amortization expense of debt discount and issuance costs were $3.3 million and $3.7 million for the three months ended March 31, 2022 and 2021, respectively. The Convertible Notes, net of debt discount and issuance costs, consisted of the following (in thousands): March 31, 2022 December 31, 2021 Principal $ 153,500 $ 153,500 PIK interest 11,638 9,826 Total principal 165,138 163,326 Less debt discount and issuance costs (59,010) (62,327) Total Convertible Notes $ 106,128 $ 100,999 As of March 31, 2022, the contractual future principal repayments of the total debt were as follows (in thousands): 2022 $ — 2025 (1) 175,138 Total debt $ 175,138 __________________ (1) Including PIK interest added to principal balance through March 31, 2022. In May 2022, the PPP loan was forgiven in full. See Note 13, Subsequent events. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases As a Lessor The net investment in leases were as follows (in thousands): March 31, 2022 December 31, 2021 Net investment in leases, current $ 411 $ 411 Net investment in leases, non-current 5,129 5,179 Total net investment in leases $ 5,540 $ 5,590 Interest income from accretion of net investment in lease was not material in the three months ended March 31, 2022 or 2021. Future minimum payments receivable from operating and sales-type leases as of March 31, 2022 for each of the next five years were as follows: Operating leases Sales-type leases Remainder of 2022 $ 594 $ 296 2023 384 469 2024 — 548 2025 — 828 2026 — 828 Thereafter — 3,061 Total minimum lease payments $ 978 $ 6,030 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 March 31, 2022. Maturities of operating lease liabilities as of March 31, 2022 were as follows (in thousands): Remainder of 2022 $ 4,049 2023 4,803 2024 3,739 2025 3,153 2026 2,615 Thereafter 12,096 Total undiscounted lease payment 30,455 Less: imputed interest (6,566) Total operating lease liabilities $ 23,889 Operating lease expense was $1.5 million and $1.0 million for the three months ended March 31, 2022 and 2021, respectively. Short-term and variable lease expenses for the three months ended March 31, 2022 and 2021 were not material. Supplemental cash flow information related to leases were as follows (in thousands): Three Months Ended March 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ (1,377) $ (1,012) Operating lease right-of-use assets and liabilities consisted of the following (in thousands): March 31, 2022 December 31, 2021 Operating leases Operating lease right-of-use assets $ 23,120 $ 24,282 Operating lease liabilities, current 3,832 4,084 Operating lease liabilities, non-current 20,057 20,963 Total operating lease liabilities $ 23,889 $ 25,047 The weighted average remaining lease term and discount rate of operating leases were 7.6 years and 5.8%, respectively, as of March 31, 2022 and December 31, 2021. As of March 31, 2022, the Company had no significant additional operating leases and finance leases that have not yet commenced. |
Leases | Leases As a Lessor The net investment in leases were as follows (in thousands): March 31, 2022 December 31, 2021 Net investment in leases, current $ 411 $ 411 Net investment in leases, non-current 5,129 5,179 Total net investment in leases $ 5,540 $ 5,590 Interest income from accretion of net investment in lease was not material in the three months ended March 31, 2022 or 2021. Future minimum payments receivable from operating and sales-type leases as of March 31, 2022 for each of the next five years were as follows: Operating leases Sales-type leases Remainder of 2022 $ 594 $ 296 2023 384 469 2024 — 548 2025 — 828 2026 — 828 Thereafter — 3,061 Total minimum lease payments $ 978 $ 6,030 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 March 31, 2022. Maturities of operating lease liabilities as of March 31, 2022 were as follows (in thousands): Remainder of 2022 $ 4,049 2023 4,803 2024 3,739 2025 3,153 2026 2,615 Thereafter 12,096 Total undiscounted lease payment 30,455 Less: imputed interest (6,566) Total operating lease liabilities $ 23,889 Operating lease expense was $1.5 million and $1.0 million for the three months ended March 31, 2022 and 2021, respectively. Short-term and variable lease expenses for the three months ended March 31, 2022 and 2021 were not material. Supplemental cash flow information related to leases were as follows (in thousands): Three Months Ended March 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ (1,377) $ (1,012) Operating lease right-of-use assets and liabilities consisted of the following (in thousands): March 31, 2022 December 31, 2021 Operating leases Operating lease right-of-use assets $ 23,120 $ 24,282 Operating lease liabilities, current 3,832 4,084 Operating lease liabilities, non-current 20,057 20,963 Total operating lease liabilities $ 23,889 $ 25,047 The weighted average remaining lease term and discount rate of operating leases were 7.6 years and 5.8%, respectively, as of March 31, 2022 and December 31, 2021. As of March 31, 2022, the Company had no significant additional operating leases and finance leases that have not yet commenced. |
Leases | Leases As a Lessor The net investment in leases were as follows (in thousands): March 31, 2022 December 31, 2021 Net investment in leases, current $ 411 $ 411 Net investment in leases, non-current 5,129 5,179 Total net investment in leases $ 5,540 $ 5,590 Interest income from accretion of net investment in lease was not material in the three months ended March 31, 2022 or 2021. Future minimum payments receivable from operating and sales-type leases as of March 31, 2022 for each of the next five years were as follows: Operating leases Sales-type leases Remainder of 2022 $ 594 $ 296 2023 384 469 2024 — 548 2025 — 828 2026 — 828 Thereafter — 3,061 Total minimum lease payments $ 978 $ 6,030 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 March 31, 2022. Maturities of operating lease liabilities as of March 31, 2022 were as follows (in thousands): Remainder of 2022 $ 4,049 2023 4,803 2024 3,739 2025 3,153 2026 2,615 Thereafter 12,096 Total undiscounted lease payment 30,455 Less: imputed interest (6,566) Total operating lease liabilities $ 23,889 Operating lease expense was $1.5 million and $1.0 million for the three months ended March 31, 2022 and 2021, respectively. Short-term and variable lease expenses for the three months ended March 31, 2022 and 2021 were not material. Supplemental cash flow information related to leases were as follows (in thousands): Three Months Ended March 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ (1,377) $ (1,012) Operating lease right-of-use assets and liabilities consisted of the following (in thousands): March 31, 2022 December 31, 2021 Operating leases Operating lease right-of-use assets $ 23,120 $ 24,282 Operating lease liabilities, current 3,832 4,084 Operating lease liabilities, non-current 20,057 20,963 Total operating lease liabilities $ 23,889 $ 25,047 The weighted average remaining lease term and discount rate of operating leases were 7.6 years and 5.8%, respectively, as of March 31, 2022 and December 31, 2021. As of March 31, 2022, the Company had no significant additional operating leases and finance leases that have not yet commenced. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase Commitments As of March 31, 2022, the Company had outstanding inventory and other purchase commitments of $2.2 billion. Letters of Credit As of March 31, 2022, the Company had letters of credit outstanding totaling $14.6 million, which will expire over various dates in 2022 and 2023. 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. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022, 222,703,318 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. 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. As of March 31, 2022, the Company had reserved shares of common stock for issuance as follows (in thousands): 2010 Equity Incentive Plan 19,858 2021 Equity Incentive Plan 20,173 2021 Employee Stock Purchase Plan 2,850 Warrants 1 Earnout Stock 18,009 Total 60,891 |
Equity Plans and Stock-based Co
Equity Plans and Stock-based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022, options to purchase 19,858,199 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. In the first quarter of 2022, the shares reserved for issuance were increased by 8,878,388 additional shares. 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. In the first quarter of 2022, the shares reserved for issuance were increased by 2,219,597 additional 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 periods 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 $0.3 million of stock-based compensation expense for the three months ended March 31, 2022. 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 Aggregate Intrinsic Value Balance as of December 31, 2021 (1) 18,101,584 4.08 5.5 $ 87,425 Granted 705,512 7.84 Exercised (667,724) 2.74 Cancelled/forfeited/expired (645,344) 6.36 Balance as of March 31, 2022 (1) 17,494,028 4.20 5.1 $ 60,108 Exercisable as of March 31, 2022 (2) 13,147,613 3.56 4.0 $ 52,123 __________________ (1) Excluding Equity Awards of 2,677,500 shares and Milestone Options of 669,375 shares. See below for further details. (2) Excluding 1,004,064 shares exercisable under the Equity Awards with weighted average exercise price of $19.61 per share as of March 31, 2022. In March 2020, in conjunction with Mr. Allen’s appointment as the then 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, the 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 $3.5 million for the three months ended March 31, 2022. The total estimated grant date fair value of stock options vested was $2.5 million for the three months ended March 31, 2022. As of March 31, 2022, the total unrecognized stock-based compensation expense related to outstanding stock options was $21.3 million, which is expected to be recognized over a weighted-average period of 2.3 years. The fair value of stock options granted is estimated on the date of grant using the following assumptions: Three Months Ended March 31, 2022 2021 Expected term (in years) 6.3 6.1 Risk-free interest rate 1.9 % 1.1 % Expected volatility 55.0 % 56.0 % Expected dividend rate — — 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 Aggregate Intrinsic Value Balance as of December 31, 2021 1,324,960 $ 10.67 $ 11,699 Granted 2,892,464 7.63 Released (75,883) 10.55 Forfeited (59,051) 10.95 Balance as of March 31, 2022 4,082,490 $ 8.51 $ 30,700 The Company started granting RSUs to employees in the third quarter of 2021. As of March 31, 2022, the total unrecognized stock-based compensation expense related to outstanding RSUs was $32.6 million, which is expected to be recognized over a weighted-average period of 3.6 years. Stock-based Compensation Expense Stock-based compensation expense included in operating results was as follows (in thousands): Three Months Ended March 31, 2022 2021 Cost of goods sold $ 516 $ 276 Research and development 993 513 Selling, general and administrative 3,133 2,208 Total stock-based compensation expense $ 4,642 $ 2,997 |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Net Income (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, RSUs and warrants, to the extent they are dilutive. The computation of basic and diluted net income (loss) per share of common stock attributable to common stockholders was as follows (in thousands, except for per share data): Three Months Ended March 31, 2022 2021 Numerator: Net loss $ (50,078) $ (52,162) Effect of dilutive securities: Interest expense to be recognized upon conversion of Convertible Notes (1) (55,185) — Numerator for diluted EPS - Net loss after the effect of dilutive securities $ (105,263) $ (52,162) Denominator: Weighted-average shares used in computing net loss per share of common stock, basic 222,276 6,021 Convertible Notes (1) 24,855 — Diluted weighted average shares 247,131 6,021 Net loss per share of common stock: Basic $ (0.23) $ (8.66) Diluted $ (0.43) $ (8.66) __________________ (1) Adjustment is under the “if-converted” method, and includes write-off of $62.3 million unamortized debt discount of the Convertible Notes as of December 31, 2021, offset by the $7.1 million interest expense recorded in net loss of the first quarter of 2022. 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 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 after the effect of dilutive securities, no adjustment is required to the weighted-average shares used in computing the diluted net loss per share as the inclusion of the remaining potential common stock shares outstanding would have been anti-dilutive. The potentially dilutive securities were as follows (in thousands): March 31, 2022 Stock options and RSUs to purchase common stock 24,923 Warrants to purchase common stock 1 24,924 |
401(k) Plan
401(k) Plan | 3 Months Ended |
Mar. 31, 2022 | |
Retirement Benefits [Abstract] | |
401(k) Plan | 401(k) Plan The Company sponsors a 401(k) defined contribution plan covering all eligible employees and provides a matching contribution for the first 4% of their salaries. The matching contribution costs incurred were $0.7 million and $0.5 million in the three months ended March 31, 2022 and 2021, respectively. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In May 2022, the Small Business Administration approved the Company’s PPP loan forgiveness application and the PPP loan of $10.0 million was forgiven in full. The amount forgiven will be recognized in the consolidated statements of operations as a gain on extinguishment of debt. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). The Company’s condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2021 and the related notes incorporated by referenced in the Company’s Annual Report (the “Annual Report”) on Form 10-K, filed with SEC on March 14, 2022, which provides a more complete discussion of the Company’s accounting policies and certain other information. The information as of December 31, 2021 and 2020 was derived from the Company’s audited financial statements. The condensed consolidated financial statements were prepared on the same basis as the audited financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for a fair presentation of the Company’s financial position as of March 31, 2022 and the results of operations and cash flows for the three months ended March 31, 2022 and 2021. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. |
Use of Estimates | Use of Estimates In preparing the condensed consolidated financial statements and related disclosures in conformity with GAAP and pursuant to the rules and regulations of the SEC, the Company must make estimates and judgments that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results may differ materially from these estimates. |
Segments | SegmentsThe Company operates in the United States and has sales to the European Union, Canada, United Kingdom, Australia, Japan and Turkey.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. |
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 March 31, 2022 and December 31, 2021. |
Credit Risk and Concentration | 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 March 31, 2022, 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 and short-term investments 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 timing of purchase of P-2 and A-2 or better from Moody’s Investors Service and Standard & Poor’s Financial Services, LLC, 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, the United Kingdom, Australia, 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 Three Months Ended March 31, March 31, December 31, 2022 2021 2022 2021 Number of customers accounted for 10% or more* 2 3 3 1 __________________ * Two customers accounted for 23% and 17%, respectively, of the Company's revenue for the three months ended March 31, 2022, respectively. No individual customer accounted for more than 20% of the Company’s revenue for the three months ended March 31, 2021, or accounts receivable as of March 31, 2022 and December 31, 2021. 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. |
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. |
Deferred Revenue and Revenue Recognition | 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, 2021 $ 36,406 Revenue recognized from beginning balance during the three months ended March 31, 2022 (6,021) Deferred revenue added during the three months ended March 31, 2022 4,358 Deferred revenue as of March 31, 2022 $ 34,743 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 $0.3 million and $0.6 million in the three months ended March 31, 2022 and 2021, 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. 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 $2.1 million and $3.8 million for the three months ended March 31, 2022 and 2021, respectively. Extended warranty revenue was $0.4 million and $0.3 million for the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022 and December 31, 2021, the contract assets balance was $2.8 million and $1.3 million, respectively. The contract assets are expected to be billed within the next twelve months and are recorded in prepaid expenses and other current assets on the balance sheets. As of March 31, 2022, the amount of remaining performance obligations that have not been recognized as revenue was $426.6 million, of which 63% were 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. Our business is organized 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 |
Product Warranties | Product WarrantiesWarranty expense is recorded as a component of cost of goods sold. |
Adoption of New Accounting Standards | 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. The Company adopted this standard on January 1, 2022, and it had no material impact on the condensed consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Revenue Disaggregated by Geography | Revenue disaggregated by geography, based on the addresses of our customers, consists of the following (in thousands): Three Months Ended March 31, 2022 2021 United States $ 51,967 $ 52,569 Rest of World 6,614 1,437 $ 58,581 $ 54,006 |
Concentration of Customer Risk | Revenue Accounts Receivable Three Months Ended March 31, March 31, December 31, 2022 2021 2022 2021 Number of customers accounted for 10% or more* 2 3 3 1 __________________ |
Deferred Revenue | The changes in deferred revenue consisted of the following (in thousands): Deferred revenue as of December 31, 2021 $ 36,406 Revenue recognized from beginning balance during the three months ended March 31, 2022 (6,021) Deferred revenue added during the three months ended March 31, 2022 4,358 Deferred revenue as of March 31, 2022 $ 34,743 |
Revenue of Business Units | The revenue of business units are as follows (in thousands): Three Months Ended March 31, 2022 2021 Proterra Transit $ 35,381 $ 42,204 Proterra Powered & Energy 23,200 11,802 Total $ 58,581 $ 54,006 |
Accrued Warranty Activity | Accrued warranty activity consisted of the following (in thousands): Three Months Ended March 31, 2022 Warranty reserve - beginning of period $ 23,274 Warranty costs incurred (2,715) Net changes in liability for pre-existing warranties, including expirations (691) Provision for warranty 2,813 Warranty reserve - end of period $ 22,681 |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Reverse Recapitalization [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) | 3 Months Ended |
Mar. 31, 2022 | |
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): Pricing Category Fair Value at March 31, 2022 December 31, 2021 Assets: Cash equivalents and marketable securities: Money market funds Level 1 $ 36,380 $ 102,978 U.S. Treasury securities Level 1 — 49,996 Short-term investments: U.S. Treasury securities Level 1 465,370 330,053 Corporate debt securities Level 2 85,951 160,914 Total $ 587,701 $ 643,941 |
Summary of Cash Equivalents and Marketable Securities | The following is a summary of cash equivalents and marketable securities as of March 31, 2022 (in thousands): Amortized Cost Unrealized Losses Estimated Fair Value Cash equivalents: Money market funds $ 36,380 $ — $ 36,380 Short-term investments: U.S. Treasury securities 467,564 (2,194) $ 465,370 Corporate debt securities 85,986 (35) $ 85,951 Total $ 589,930 $ (2,229) $ 587,701 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 |
Contractual Maturities of Short-Term Investments | The contractual maturities of short-term investments are as follows (in thousands): March 31, 2022 December 31, 2021 Due within one year $ 353,333 $ 291,525 Due after one year to two years 197,987 199,442 Total $ 551,320 $ 490,967 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Cash and Cash Equivalents | Cash and cash equivalents consisted of the following (in thousands): March 31, 2022 December 31, 2021 Cash $ 10,984 $ 17,065 Cash equivalents 36,380 152,974 Total cash and cash equivalents $ 47,364 $ 170,039 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. 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. March 31, 2022 December 31, 2021 Cash and cash equivalents $ 47,364 $ 170,039 Restricted cash, current portion 12,105 12,105 Restricted cash, net of current portion 460 460 Total restricted cash 12,565 12,565 Total cash and cash equivalents, and restricted cash $ 59,929 $ 182,604 |
Inventories | Inventories consisted of the following (in thousands): March 31, 2022 December 31, 2021 Raw materials $ 68,964 $ 65,225 Work in progress 31,534 25,062 Finished goods 21,559 18,269 Service parts 6,330 6,000 Total inventories $ 128,387 $ 114,556 |
Property, Plant and Equipment, Net | Property, plant, and equipment, net, consisted of the following (in thousands): March 31, 2022 December 31, 2021 Computer hardware $ 5,230 $ 5,195 Computer software 9,619 9,561 Internally used vehicles and charging systems 16,889 16,459 Leased vehicles and batteries 6,714 6,863 Leasehold improvements 10,607 10,516 Machinery and equipment 28,474 28,302 Office furniture and equipment 1,889 1,861 Tooling 21,939 21,726 Finance lease right-of-use assets 179 179 Construction in progress 30,482 20,243 132,022 120,905 Less: Accumulated depreciation and amortization (61,873) (58,659) Total $ 70,149 $ 62,246 |
Accrued Liabilities | Accrued liabilities consisted of the following (in thousands): March 31, 2022 December 31, 2021 Accrued payroll and related expenses $ 6,353 $ 8,069 Accrued sales and use tax 708 885 Warranty reserve 7,389 8,116 Accrued audit and accounting related expenses 472 783 Accrued charger installation costs 443 579 Other accrued expenses 951 2,202 Total $ 16,316 $ 20,634 |
Other Long-term Liabilities | Other long-term liabilities consisted of the following (in thousands): March 31, 2022 December 31, 2021 Warranty reserve $ 15,292 $ 15,158 Finance lease liabilities, non-current 79 87 Total $ 15,371 $ 15,245 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt, net of debt discount and issuance costs, consisted of the following (in thousands): March 31, 2022 December 31, 2021 Senior Credit Facility $ — $ — PPP loan 10,000 10,000 Convertible Notes 106,128 100,999 Total debt 116,128 110,999 Less debt, current — — Debt, non-current $ 116,128 $ 110,999 |
Convertible Notes | The Convertible Notes, net of debt discount and issuance costs, consisted of the following (in thousands): March 31, 2022 December 31, 2021 Principal $ 153,500 $ 153,500 PIK interest 11,638 9,826 Total principal 165,138 163,326 Less debt discount and issuance costs (59,010) (62,327) Total Convertible Notes $ 106,128 $ 100,999 |
Contractual Future Principal Repayments of Debt | As of March 31, 2022, the contractual future principal repayments of the total debt were as follows (in thousands): 2022 $ — 2025 (1) 175,138 Total debt $ 175,138 __________________ |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Net Investment in Leases | The net investment in leases were as follows (in thousands): March 31, 2022 December 31, 2021 Net investment in leases, current $ 411 $ 411 Net investment in leases, non-current 5,129 5,179 Total net investment in leases $ 5,540 $ 5,590 |
Future Minimum Payments Receivable from Operating Leases | Future minimum payments receivable from operating and sales-type leases as of March 31, 2022 for each of the next five years were as follows: Operating leases Sales-type leases Remainder of 2022 $ 594 $ 296 2023 384 469 2024 — 548 2025 — 828 2026 — 828 Thereafter — 3,061 Total minimum lease payments $ 978 $ 6,030 |
Future Minimum Payments Receivable from Sales-Type Leases | Future minimum payments receivable from operating and sales-type leases as of March 31, 2022 for each of the next five years were as follows: Operating leases Sales-type leases Remainder of 2022 $ 594 $ 296 2023 384 469 2024 — 548 2025 — 828 2026 — 828 Thereafter — 3,061 Total minimum lease payments $ 978 $ 6,030 |
Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities as of March 31, 2022 were as follows (in thousands): Remainder of 2022 $ 4,049 2023 4,803 2024 3,739 2025 3,153 2026 2,615 Thereafter 12,096 Total undiscounted lease payment 30,455 Less: imputed interest (6,566) Total operating lease liabilities $ 23,889 |
Supplemental Cash Flow Information | Supplemental cash flow information related to leases were as follows (in thousands): Three Months Ended March 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ (1,377) $ (1,012) |
Operating Lease Right-Of-Use Assets and Liabilities | Operating lease right-of-use assets and liabilities consisted of the following (in thousands): March 31, 2022 December 31, 2021 Operating leases Operating lease right-of-use assets $ 23,120 $ 24,282 Operating lease liabilities, current 3,832 4,084 Operating lease liabilities, non-current 20,057 20,963 Total operating lease liabilities $ 23,889 $ 25,047 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Reserved Shares of Common Stock | As of March 31, 2022, the Company had reserved shares of common stock for issuance as follows (in thousands): 2010 Equity Incentive Plan 19,858 2021 Equity Incentive Plan 20,173 2021 Employee Stock Purchase Plan 2,850 Warrants 1 Earnout Stock 18,009 Total 60,891 |
Equity Plans and Stock-based _2
Equity Plans and Stock-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 Aggregate Intrinsic Value Balance as of December 31, 2021 (1) 18,101,584 4.08 5.5 $ 87,425 Granted 705,512 7.84 Exercised (667,724) 2.74 Cancelled/forfeited/expired (645,344) 6.36 Balance as of March 31, 2022 (1) 17,494,028 4.20 5.1 $ 60,108 Exercisable as of March 31, 2022 (2) 13,147,613 3.56 4.0 $ 52,123 __________________ (1) Excluding Equity Awards of 2,677,500 shares and Milestone Options of 669,375 shares. See below for further details. (2) Excluding 1,004,064 shares exercisable under the Equity Awards with weighted average exercise price of $19.61 per share as of March 31, 2022. |
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: Three Months Ended March 31, 2022 2021 Expected term (in years) 6.3 6.1 Risk-free interest rate 1.9 % 1.1 % Expected volatility 55.0 % 56.0 % 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 Aggregate Intrinsic Value Balance as of December 31, 2021 1,324,960 $ 10.67 $ 11,699 Granted 2,892,464 7.63 Released (75,883) 10.55 Forfeited (59,051) 10.95 Balance as of March 31, 2022 4,082,490 $ 8.51 $ 30,700 |
Stock-Based Compensation Expense | Stock-based compensation expense included in operating results was as follows (in thousands): Three Months Ended March 31, 2022 2021 Cost of goods sold $ 516 $ 276 Research and development 993 513 Selling, general and administrative 3,133 2,208 Total stock-based compensation expense $ 4,642 $ 2,997 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Loss Per Share | The computation of basic and diluted net income (loss) per share of common stock attributable to common stockholders was as follows (in thousands, except for per share data): Three Months Ended March 31, 2022 2021 Numerator: Net loss $ (50,078) $ (52,162) Effect of dilutive securities: Interest expense to be recognized upon conversion of Convertible Notes (1) (55,185) — Numerator for diluted EPS - Net loss after the effect of dilutive securities $ (105,263) $ (52,162) Denominator: Weighted-average shares used in computing net loss per share of common stock, basic 222,276 6,021 Convertible Notes (1) 24,855 — Diluted weighted average shares 247,131 6,021 Net loss per share of common stock: Basic $ (0.23) $ (8.66) Diluted $ (0.43) $ (8.66) __________________ (1) Adjustment is under the “if-converted” method, and includes write-off of $62.3 million unamortized debt discount of the Convertible Notes as of December 31, 2021, offset by the $7.1 million interest expense recorded in net loss of the first quarter of 2022. |
Potentially Dilutive Securities Excluded from the Diluted Per Share Calculation | The potentially dilutive securities were as follows (in thousands): March 31, 2022 Stock options and RSUs to purchase common stock 24,923 Warrants to purchase common stock 1 24,924 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2022USD ($)segmentbusiness_linebusiness_unit | Dec. 31, 2021USD ($) | Oct. 29, 2021$ / shares | Jun. 14, 2021 | |
Accounting Policies [Abstract] | ||||
Common stock exchange ratio | 0.8925 | |||
Redemption price (in dollars per share) | $ / shares | $ 0.10 | |||
Accumulated deficit | $ (908,303) | $ (858,225) | ||
Cash and cash equivalents and short-term investments | $ 598,700 | |||
Number of reportable segments | segment | 1 | |||
Number of business units | business_unit | 2 | |||
Number of business lines | business_line | 3 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Revenue Disaggregated by Geography (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 58,581 | $ 54,006 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 51,967 | 52,569 |
Rest of World | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 6,614 | $ 1,437 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Credit Risk and Concentration (Details) - Customer Concentration Risk - customer | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Revenue Benchmark | |||
Concentration Risk [Line Items] | |||
Number of customers accounted for 10% or more | 2 | 3 | |
Revenue Benchmark | Customer One | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 23.00% | ||
Revenue Benchmark | Customer Two | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 17.00% | ||
Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Number of customers accounted for 10% or more | 3 | 1 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Deferred Revenue (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Change In Contract With Customer, Asset and Liability [Roll Forward] | |
Deferred revenue | $ 36,406 |
Revenue recognized from beginning balance during the three months ended March 31, 2022 | (6,021) |
Deferred revenue added during the three months ended March 31, 2022 | 4,358 |
Deferred revenue | $ 34,743 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Revenue Recognition (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022USD ($)business_linebusiness_unit | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | |
Disaggregation of Revenue [Line Items] | |||
Leasing revenue | $ 300 | $ 600 | |
Total revenue | 58,581 | 54,006 | |
Contract assets | 2,800 | $ 1,300 | |
Remaining performance obligation | $ 426,600 | ||
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]: 2022-04-01 | |||
Disaggregation of Revenue [Line Items] | |||
Remaining performance obligation, percentage | 63.00% | ||
Remaining performance obligation, term | 12 months | ||
Charging systems and installation | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 2,100 | 3,800 | |
Extended warranty | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 400 | $ 300 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Revenue of Business Units (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 58,581 | $ 54,006 |
Proterra Transit | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 35,381 | 42,204 |
Proterra Powered & Energy | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 23,200 | $ 11,802 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Product Warranties (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Movement in Standard Product Warranty Accrual [Roll Forward] | |
Warranty reserve - beginning of period | $ 23,274 |
Warranty costs incurred | (2,715) |
Net changes in liability for pre-existing warranties, including expirations | (691) |
Provision for warranty | 2,813 |
Warranty reserve - end of period | $ 22,681 |
Reverse Recapitalization - Narr
Reverse Recapitalization - Narrative (Details) $ / shares in Units, $ in Millions | Jun. 14, 2021USD ($)lease$ / sharesshares | Jun. 13, 2021USD ($)$ / sharesshares | Jul. 31, 2021shares | Mar. 31, 2022shares | Dec. 31, 2021shares |
Schedule Of Reverse Recapitalization [Line Items] | |||||
Common stock exchange ratio | 0.8925 | ||||
Stock converted (in shares) | 123,752,882 | ||||
Common stock reserved for issuance (in shares) | 22,532,619 | 60,891,000 | |||
Stock converted (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 | ||||
Stock price threshold for additional common stock issuable (in dollars per share) | $ / shares | $ 15 | ||||
Stock price threshold for additional common stock issuable, change of control (in dollars per share) | $ / shares | $ 15 | ||||
Merger Agreement, sponsor stock minimum percentage | 10.00% | ||||
Common stock, shares outstanding (in shares) | 207,348,000 | 222,703,318 | 221,960,000 | ||
Additional shares issuable, term | 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 | 156,276,750 | 500,000,000 | 500,000,000 | |
Preferred stock, shares authorized (in shares) | 10,000,000 | 115,643,886 | 10,000,000 | 10,000,000 | |
Common stock, shares issued (in shares) | 207,300,000 | 222,703,318 | 221,960,000 | ||
Preferred stock, shares issued (in shares) | 0 | 0 | 0 | ||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | ||
Warrant to purchase shares of convertible preferred stock (in shares) | 24,900,000 | ||||
Aggregate cash proceeds received, net | $ | $ 649.3 | ||||
PIPE investment fees | $ | 13.8 | ||||
Transaction costs | $ | 18.5 | ||||
Deferred underwriting fees payable | $ | 9.7 | ||||
Other accrued expenses | $ | 1.3 | ||||
Related party payable | $ | $ 0.1 | ||||
Deferred transaction costs | $ | $ 2.9 | ||||
Reverse Recapitalization, Additional Common Shares Issuable Scenario One | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Percentage of additional common stock issuable | 21.0526% | ||||
Stock price threshold for additional common stock issuable (in dollars per share) | $ / shares | $ 15 | ||||
Stock price threshold for additional common stock issuable, change of control (in dollars 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% | ||||
Stock price threshold for additional common stock issuable (in dollars per share) | $ / shares | $ 20 | ||||
Stock price threshold for additional common stock issuable, change of control (in dollars 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% | ||||
Stock price threshold for additional common stock issuable (in dollars per share) | $ / shares | $ 25 | ||||
Stock price threshold for additional common stock issuable, change of control (in dollars 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% | ||||
Stock price threshold for additional common stock issuable (in dollars per share) | $ / shares | $ 30 | ||||
Stock price threshold for additional common stock issuable, change of control (in dollars per share) | $ / shares | $ 30 | ||||
Milestone Options | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Number of shares that fully vested (in shares) | 669,375 | ||||
Legacy warrants | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Common stock reserved for issuance (in shares) | 3,504,523 | ||||
Public warrants | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Warrant to purchase shares of convertible preferred stock (in shares) | 13,900,000 | ||||
Private placement warrants | |||||
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] | |||||
Warrant to purchase shares of convertible preferred stock (in shares) | 3,500,000 | ||||
2021 Equity Incentive Plan | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Common stock reserved for issuance (in shares) | 10,400,000 | 20,173,000 | |||
2010 Equity Incentive Plan | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Common stock reserved for issuance (in shares) | 22,500,000 | 19,858,000 | |||
Employee Stock Purchase Plan | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Common stock reserved for issuance (in shares) | 1,600,000 | ||||
Common Stock | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Conversion of convertible securities (in shares) | 7,400,000 | ||||
Stock Options, Warrants, and Contingent Shares | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Common stock reserved for issuance (in shares) | 82,300,000 | ||||
Proterra Common Stock | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Stock issued, contingent consideration (in shares) | 4,800,563 | ||||
Sponsor Contingent Shares | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Stock issued, contingent consideration (in shares) | 679,750 | ||||
ArcLight | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Number of shares redeemed (in shares) | 15,172 | ||||
Value of stocks redeemed | $ | $ 0.2 | ||||
Common stock, shares outstanding (in shares) | 27,750,000 | ||||
Convertible Notes | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Debt amount converted | $ | $ 46.5 | ||||
ArcLight board of directors | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Common stock, shares outstanding (in shares) | 140,000 | ||||
PIPE offering | |||||
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 |
Reverse Recapitalization - Shar
Reverse Recapitalization - Shares Issued in Merger (Details) - shares | Jun. 14, 2021 | Jun. 13, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Schedule Of Reverse Recapitalization [Line Items] | ||||
Common stock, shares outstanding (in shares) | 207,348,000 | 222,703,318 | 221,960,000 | |
Sponsor | 6,257,000 | |||
Sponsor Earnout Stock | 680,000 | |||
ArcLight Shareholders | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Issuance of stock (in shares) | 34,672,000 | |||
PIPE Investors | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Issuance of stock (in shares) | 41,500,000 | |||
Legacy Proterra Investors | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Issuance of stock (in shares) | 131,176,000 | |||
ArcLight | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Common stock, shares outstanding (in shares) | 27,750,000 | |||
Less redemption of ArcLight shares | (15,000) |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Financial Assets Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Short-term investments | $ 551,320 | $ 490,967 |
Total | 587,701 | 643,941 |
Fair Value, Recurring | Level 1 | U.S. Treasury securities | ||
Assets: | ||
Short-term investments | 465,370 | 330,053 |
Fair Value, Recurring | Level 1 | Corporate debt securities | ||
Assets: | ||
Short-term investments | 85,951 | 160,914 |
Money market funds | Fair Value, Recurring | Level 1 | ||
Assets: | ||
Cash equivalents and marketable securities | 36,380 | 102,978 |
U.S. Treasury securities | Fair Value, Recurring | Level 1 | ||
Assets: | ||
Cash equivalents and marketable securities | $ 0 | $ 49,996 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Cash Equivalents and Marketable Securities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-sale [Line Items] | ||
Cash equivalents | $ 36,380 | $ 152,974 |
Unrealized Losses | (2,229) | (588) |
Estimated Fair Value | 551,320 | 490,967 |
Amortized Cost | 589,930 | 644,529 |
Estimated Fair Value | 587,701 | 643,941 |
Cash equivalents: | Money market funds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cash equivalents | 36,380 | 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 | 467,564 | 330,618 |
Unrealized Losses | (2,194) | (565) |
Estimated Fair Value | 465,370 | 330,053 |
Short-term investments: | Corporate debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 85,986 | 160,937 |
Unrealized Losses | (35) | (23) |
Estimated Fair Value | $ 85,951 | $ 160,914 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Contractual Maturities of Short-Term Investments (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value Disclosures [Abstract] | ||
Due within one year | $ 353,333 | $ 291,525 |
Due after one year to two years | 197,987 | 199,442 |
Total | $ 551,320 | $ 490,967 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Narrative (Details) - Convertible Notes - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Unamortized debt discount and issuance costs | $ 59,010 | $ 62,327 |
Fair value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible debt | 258,500 | |
Carrying value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible debt | $ 106,100 |
Balance Sheet Components - Cash
Balance Sheet Components - Cash and Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Cash and Cash Equivalents | ||||
Cash | $ 10,984 | $ 17,065 | ||
Cash equivalents | 36,380 | 152,974 | ||
Total cash and cash equivalents | 47,364 | 170,039 | ||
Cash, Cash Equivalents and Restricted Cash | ||||
Cash and cash equivalents | 47,364 | 170,039 | ||
Restricted cash, current portion | 12,105 | 12,105 | ||
Restricted cash, net of current portion | 460 | 460 | ||
Total restricted cash | 12,565 | 12,565 | ||
Total cash and cash equivalents, and restricted cash | $ 59,929 | $ 182,604 | $ 46,096 | $ 123,697 |
Balance Sheet Components - Inve
Balance Sheet Components - Inventories (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Raw materials | $ 68,964 | $ 65,225 | |
Work in progress | 31,534 | 25,062 | |
Finished goods | 21,559 | 18,269 | |
Service parts | 6,330 | 6,000 | |
Total inventories | 128,387 | $ 114,556 | |
Write-down of inventories | $ 0 | $ 500 |
Balance Sheet Components - Prop
Balance Sheet Components - Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
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 | 132,022 | 120,905 | |
Less: Accumulated depreciation and amortization | (61,873) | (58,659) | |
Total | 70,149 | 62,246 | |
Depreciation and amortization expense | 3,381 | $ 3,759 | |
Computer hardware | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 5,230 | 5,195 | |
Computer software | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 9,619 | 9,561 | |
Internally used vehicles and charging systems | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 16,889 | 16,459 | |
Leased vehicles and batteries | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 6,714 | 6,863 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 10,607 | 10,516 | |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 28,474 | 28,302 | |
Office furniture and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 1,889 | 1,861 | |
Tooling | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 21,939 | 21,726 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 30,482 | $ 20,243 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued payroll and related expenses | $ 6,353 | $ 8,069 |
Accrued sales and use tax | 708 | 885 |
Warranty reserve | 7,389 | 8,116 |
Accrued audit and accounting related expenses | 472 | 783 |
Accrued charger installation costs | 443 | 579 |
Other accrued expenses | 951 | 2,202 |
Total | $ 16,316 | $ 20,634 |
Balance Sheet Components - Othe
Balance Sheet Components - Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Warranty reserve | $ 15,292 | $ 15,158 |
Finance lease liabilities, non-current | 79 | 87 |
Total | $ 15,371 | $ 15,245 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total debt | $ 116,128 | $ 110,999 |
Less debt, current | 0 | 0 |
Debt, non-current | 116,128 | 110,999 |
Senior Credit Facility | ||
Debt Instrument [Line Items] | ||
Total debt | 0 | 0 |
PPP loan | ||
Debt Instrument [Line Items] | ||
Total debt | 10,000 | 10,000 |
Convertible Notes | ||
Debt Instrument [Line Items] | ||
Total debt | $ 106,128 | $ 100,999 |
Debt - Senior Credit Facility (
Debt - Senior Credit Facility (Details) - USD ($) | 1 Months Ended | ||
May 31, 2019 | Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Amount outstanding | $ 116,128,000 | $ 110,999,000 | |
Letters of credit outstanding, amount | 14,600,000 | ||
Senior Credit Facility | |||
Debt Instrument [Line Items] | |||
Amount outstanding | 0 | 0 | |
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 | $ 0 | |
Letters of credit outstanding, amount | $ 14,500,000 | ||
Senior Credit Facility | Federal Funds Rate | Variable rate component one | |||
Debt Instrument [Line Items] | |||
Spread on variable interest rate | 0.50% | ||
Senior Credit Facility | London Interbank Offered Rate (LIBOR) | Variable rate component one | |||
Debt Instrument [Line Items] | |||
Spread on variable interest rate | 1.00% | ||
Senior Credit Facility | London Interbank Offered Rate (LIBOR) | Minimum | Variable rate component two | |||
Debt Instrument [Line Items] | |||
Spread on variable interest rate | 1.50% | ||
Senior Credit Facility | London Interbank Offered Rate (LIBOR) | Maximum | Variable rate component two | |||
Debt Instrument [Line Items] | |||
Spread on variable interest rate | 3.00% | ||
Senior Credit Facility | Base Rate | Minimum | Variable rate component two | |||
Debt Instrument [Line Items] | |||
Spread on variable interest rate | 0.00% | ||
Senior Credit Facility | Base Rate | Maximum | Variable rate component two | |||
Debt Instrument [Line Items] | |||
Spread on variable interest rate | 1.50% | ||
Letter of credit | |||
Debt Instrument [Line Items] | |||
Borrowing capacity | $ 10,000,000 |
Debt - Small Business Administr
Debt - Small Business Administration Loan (Details) $ in Millions | 1 Months Ended |
May 31, 2020USD ($) | |
PPP loan | |
Debt Instrument [Line Items] | |
Loan proceeds | $ 10 |
Debt - Convertible Notes (Detai
Debt - Convertible Notes (Details) - USD ($) | Jun. 14, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Aug. 31, 2020 |
Debt Instrument [Line Items] | |||||
Warrant to purchase shares of convertible preferred stock (in shares) | 24,900,000 | ||||
Amortization of debt issuance cost and debt discounts | $ 3,337,000 | $ 3,755,000 | |||
Convertible Debt [Abstract] | |||||
Total debt | $ 116,128,000 | $ 110,999,000 | |||
Convertible note warrants | |||||
Debt Instrument [Line Items] | |||||
Warrant to purchase shares of convertible preferred stock (in shares) | 4,600,000 | ||||
Exercise price of warrants (in dollars per share) | $ 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 | 21,000,000 | ||||
Convertible Notes, conversion price (in usd per share) | $ 6.5712 | ||||
VWAP (in usd per share) | $ 9.86 | ||||
Consecutive days | 20 days | ||||
Amortization of debt issuance cost and debt discounts | $ 3,300,000 | $ 3,700,000 | |||
Convertible Debt [Abstract] | |||||
Principal | 153,500,000 | 153,500,000 | |||
PIK interest | 11,638,000 | 9,826,000 | |||
Total principal | 165,138,000 | 163,326,000 | |||
Less debt discount and issuance costs | (59,010,000) | (62,327,000) | |||
Total debt | $ 106,128,000 | $ 100,999,000 | |||
Convertible Notes | Additional Paid-in Capital | |||||
Debt Instrument [Line Items] | |||||
Stock Issued During Period, Value, Conversion of Convertible Debt | $ 48,800,000 |
Debt - Future Principal Repayme
Debt - Future Principal Repayments (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 0 |
2025 | 175,138 |
Total debt | $ 175,138 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Operating lease, expense | $ 1.5 | $ 1 | |
Operating lease, weighted average remaining lease term | 7 years 7 months 6 days | 7 years 7 months 6 days | |
Operating lease, weighted average discount rate, percent | 5.80% | 5.80% |
Leases - Net Investment In Leas
Leases - Net Investment In Lease (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Net investment in leases, current | $ 411 | $ 411 |
Net investment in leases, non-current | 5,129 | 5,179 |
Total net investment in leases | $ 5,540 | $ 5,590 |
Leases - Lessor Future Minimum
Leases - Lessor Future Minimum Payments Receivable (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Operating leases | |
Remainder of 2022 | $ 594 |
2023 | 384 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
Thereafter | 0 |
Total minimum lease payments | 978 |
Sales-type leases | |
Remainder of 2022 | 296 |
2023 | 469 |
2024 | 548 |
2025 | 828 |
2026 | 828 |
Thereafter | 3,061 |
Total minimum lease payments | $ 6,030 |
Leases - Maturities Of Operatin
Leases - Maturities Of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Remainder of 2022 | $ 4,049 | |
2023 | 4,803 | |
2024 | 3,739 | |
2025 | 3,153 | |
2026 | 2,615 | |
Thereafter | 12,096 | |
Total undiscounted lease payment | 30,455 | |
Less: imputed interest | (6,566) | |
Total operating lease liabilities | $ 23,889 | $ 25,047 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows for operating leases | $ (1,377) | $ (1,012) |
Leases - Operating Lease Right-
Leases - Operating Lease Right-of-use Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Operating leases | ||
Operating lease right-of-use assets | $ 23,120 | $ 24,282 |
Operating lease liabilities, current | 3,832 | 4,084 |
Operating lease liabilities, non-current | 20,057 | 20,963 |
Total operating lease liabilities | $ 23,889 | $ 25,047 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Mar. 31, 2022USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase commitment, outstanding inventory and other | $ 2,200 |
Letters of credit outstanding, amount | $ 14.6 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) | 3 Months Ended | |||
Mar. 31, 2022voteshares | Dec. 31, 2021shares | Jun. 14, 2021$ / sharesshares | Jun. 13, 2021$ / sharesshares | |
Equity [Abstract] | ||||
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 | 500,000,000 | 156,276,750 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | 115,643,886 |
Common stock, shares issued (in shares) | 222,703,318 | 221,960,000 | 207,300,000 | |
Common stock, shares outstanding (in shares) | 222,703,318 | 221,960,000 | 207,348,000 | |
Preferred stock, shares issued (in shares) | 0 | 0 | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | |
Common stock, number of votes per share | vote | 1 | |||
Common stock exchange ratio | 0.8925 |
Stockholders' Equity - Reserved
Stockholders' Equity - Reserved Shares (Details) - shares | Mar. 31, 2022 | Jun. 14, 2021 |
Class of Stock [Line Items] | ||
Common stock reserved for issuance (in shares) | 60,891,000 | 22,532,619 |
2021 Employee Stock Purchase Plan | ||
Class of Stock [Line Items] | ||
Common stock reserved for issuance (in shares) | 2,850,000 | |
Warrants | ||
Class of Stock [Line Items] | ||
Common stock reserved for issuance (in shares) | 1,000 | |
Earnout Stock | ||
Class of Stock [Line Items] | ||
Common stock reserved for issuance (in shares) | 18,009,000 | |
2010 Equity Incentive Plan | ||
Class of Stock [Line Items] | ||
Common stock reserved for issuance (in shares) | 19,858,000 | 22,500,000 |
2021 Equity Incentive Plan | ||
Class of Stock [Line Items] | ||
Common stock reserved for issuance (in shares) | 20,173,000 | 10,400,000 |
Equity Plans and Stock-based _3
Equity Plans and Stock-based Compensation - Narrative (Details) - USD ($) | Jun. 14, 2021 | Jun. 11, 2021 | Jun. 30, 2021 | Mar. 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options exercisable, Number of options (in shares) | 13,147,613 | ||||||
Awards granted (in shares) | 705,512 | ||||||
Awards outstanding (in shares) | 17,494,028 | 18,101,584 | |||||
Stock-based compensation expense | $ 4,642,000 | $ 2,997,000 | |||||
Total intrinsic value of stock options exercised | 3,500,000 | ||||||
Total estimated grant date fair value of stock options vested | 2,500,000 | ||||||
Unrecognized stock-based compensation expense, stock options | $ 21,300,000 | ||||||
2010 Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options exercisable, Number of options (in shares) | 22,532,619 | ||||||
Common stock reserved for the Plan (in shares) | 387,531 | ||||||
2021 Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock reserved for the Plan (in shares) | 10,000,000 | ||||||
Annual percentage increase in shares reserved | 4.00% | ||||||
Additional shares reserved (in shares) | 8,878,388 | ||||||
ESPP | |||||||
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% | ||||||
Additional shares reserved (in shares) | 2,219,597 | ||||||
Number of shares that may be issued (in shares) | 16,300,000 | ||||||
Employee Stock Purchase Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
ESPP, purchase price percentage | 15.00% | ||||||
ESPP, purchase price of common stock, percentage | 85.00% | ||||||
ESPP, maximum shares that may be purchased (in shares) | 2,500 | ||||||
ESPP, offering period | 6 months | ||||||
ESPP, maximum amount that may be purchased | $ 25,000 | ||||||
Stock-based compensation expense | $ 300,000 | ||||||
2010 Equity Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options exercisable, Number of options (in shares) | 19,858,199 | ||||||
Stock options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 4 years | ||||||
Unrecognized stock-based compensation expense, period for recognition | 2 years 3 months 18 days | ||||||
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, period for recognition | 3 years 7 months 6 days | ||||||
Unrecognized stock-based compensation expense, RSUs | $ 32,600,000 | ||||||
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] | |||||||
Award vesting period | 4 years | ||||||
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 | ||||||
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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Balance at beginning of period (in shares) | 18,101,584 | ||
Granted (in shares) | 705,512 | ||
Exercised (in shares) | (667,724) | ||
Cancelled/forfeited/expired (in shares) | (645,344) | ||
Balance at end of period (in shares) | 17,494,028 | 18,101,584 | |
Options exercisable, Number of options (in shares) | 13,147,613 | ||
Stock Options Weighted Average Exercise Price | |||
Balance at beginning of period (in dollars per share) | $ 4.08 | ||
Granted (in dollars per share) | 7.84 | ||
Exercised (in dollars per share) | 2.74 | ||
Cancelled/forfeited/expired (in dollars per share) | 6.36 | ||
Balance at end of period (in dollars per share) | 4.20 | $ 4.08 | |
Options exercisable, Weighted average exercise price per share (in dollars per share) | $ 3.56 | ||
Stock Option Activity, Additional Disclosures | |||
Options outstanding, Weighted average remaining contractual term | 5 years 1 month 6 days | 5 years 6 months | |
Options exercisable, Weighted average remaining contractual term | 4 years | ||
Options outstanding, Aggregate intrinsic value | $ 60,108 | $ 87,425 | |
Options exercisable, Aggregate intrinsic value | $ 52,123 | ||
CEO Time-Based Awards at $10 to $25 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
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 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Balance at beginning of period (in shares) | 669,375 | ||
Balance at end of period (in shares) | 669,375 | 669,375 | |
Equity Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Balance at end of period (in shares) | 1,004,064 | ||
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 | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term | 6 years 3 months 18 days | 6 years 1 month 6 days |
Risk-free interest rate | 1.90% | 1.10% |
Expected volatility | 55.00% | 56.00% |
Expected dividend rate | 0.00% | 0.00% |
Equity Plans and Stock-based _6
Equity Plans and Stock-based Compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 4,642 | $ 2,997 |
Cost of goods sold | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 516 | 276 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 993 | 513 |
Selling, general and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 3,133 | $ 2,208 |
Equity Plans and Stock-based _7
Equity Plans and Stock-based Compensation - RSU Activity (Details) - Restricted stock units (RSUs) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Number of RSUs | ||
Balance (in shares) | 1,324,960 | |
Granted (in shares) | 2,892,464 | |
Released (in shares) | (75,883) | |
Cancelled/forfeited (in shares) | (59,051) | |
Balance (in shares) | 4,082,490 | |
Weighted Average Grant Date Fair Value | ||
Balance (in dollars per share) | $ 10.67 | |
Granted (in dollars per share) | 7.63 | |
Released (in dollars per share) | 10.55 | |
Cancelled/forfeited (in dollars per share) | 10.95 | |
Balance (in dollars per share) | $ 8.51 | |
Aggregate intrinsic value | $ 30,700 | $ 11,699 |
Net Income (Loss) Per Share - C
Net Income (Loss) Per Share - Calculation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Numerator: | |||
Net loss | $ (50,078) | $ (52,162) | |
Interest expense to be recognized upon conversion of Convertible Notes | (55,185) | 0 | |
Numerator for diluted EPS - Net loss after the effect of dilutive securities | $ (105,263) | $ (52,162) | |
Denominator: | |||
Weighted-average shares used in computing net loss per share of common stock, basic (in shares) | 222,276 | 6,021 | |
Convertible Notes (in shares) | 24,855 | 0 | |
Diluted weighted average shares (in shares) | 247,131 | 6,021 | |
Net loss per share of common stock: | |||
Basic (in dollars per share) | $ (0.23) | $ (8.66) | |
Diluted (in dollars per share) | $ (0.43) | $ (8.66) | |
Debt Instrument [Line Items] | |||
Interest expense | $ 7,100 | ||
Convertible Notes | |||
Debt Instrument [Line Items] | |||
Unamortized debt discount | $ 62,300 |
Net Income (Loss) Per Share - N
Net Income (Loss) Per Share - Narrative (Details) | 3 Months Ended | |
Mar. 31, 2022$ / shares | Jun. 14, 2021 | |
Earnings Per Share [Abstract] | ||
Common stock exchange ratio | 0.8925 | |
Convertible Notes | ||
Debt Instrument [Line Items] | ||
Convertible Notes, conversion price (in usd per share) | $ 6.5712 | |
VWAP (in usd per share) | $ 9.86 | |
Consecutive days | 20 days |
Net Income (Loss) Per Share - P
Net Income (Loss) Per Share - Potentially Dilutive Securities (Details) shares in Thousands | 3 Months Ended |
Mar. 31, 2022shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Potentially dilutive securities (in shares) | 24,924 |
Stock options and RSUs to purchase common stock | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Potentially dilutive securities (in shares) | 24,923 |
Other warrants | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Potentially dilutive securities (in shares) | 1 |
401(k) Plan (Details)
401(k) Plan (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Retirement Benefits [Abstract] | ||
Employer matching contribution, percent of match | 4.00% | |
Employer matching contribution, cost | $ 0.7 | $ 0.5 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | May 06, 2022USD ($) |
Subsequent event | PPP loan | |
Subsequent Event [Line Items] | |
Debt forgiven | $ 10 |