COVER
COVER | 3 Months Ended |
Mar. 31, 2023 | |
Cover [Abstract] | |
Entity Registrant Name | PROTERRA INC |
Entity Filer Category | Large Accelerated Filer |
Amendment Description | EXPLANATORY NOTEOn April 18, 2022, Proterra Inc (the “Registrant”) filed a registration statement on Form S-1 (Registration No. 333-264346), which was subsequently declared effective by the Securities and Exchange Commission (the “SEC”) on April 26, 2022 (the “Form S-1 Registration Statement”). On November 4, 2022, the Registrant filed Post-Effective Amendment No. 1 to the Form S-1 Registration Statement on Form S-3 to convert the Form S-1 Registration Statement into a registration statement on Form S-3, which was subsequently declared effective by the SEC on November 15, 2022 (“Post-Effective Amendment No. 1”).This Post-Effective Amendment No. 2 to the Form S-3 Registration Statement on Form S-1 is being filed by the Registrant to convert the Form S-3 Registration Statement into a registration statement on Form S-1 (“Post-Effective Amendment No. 2”).The information included in this filing amends the Form S-3 Registration Statement and the prospectus contained therein. No additional securities are being registered under this Post-Effective Amendment No. 2. All applicable registration fees were paid at the time of the original filing of the Form S-1 Registration Statement. |
Document Type | POS AM |
Document Period End Date | Mar. 31, 2023 |
Document Fiscal Year Focus | 2023 |
Document Fiscal Period Focus | Q1 |
Amendment Flag | true |
Entity Central Index Key | 0001820630 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | |||
Cash and cash equivalents | $ 167,905 | $ 73,695 | $ 170,039 |
Accounts receivable, net | 98,715 | 130,337 | 81,644 |
Short-term investments | 128,341 | 224,359 | 490,967 |
Inventory | 205,489 | 169,567 | 114,556 |
Prepaid expenses and other current assets | 37,897 | 50,893 | 15,300 |
Deferred cost of goods sold | 3,456 | 4,304 | 1,816 |
Restricted cash, current | 12,565 | 12,565 | 12,105 |
Total current assets | 654,368 | 665,720 | 886,427 |
Property, plant, and equipment, net | 110,425 | 107,552 | 62,246 |
Operating lease right-of-use assets | 18,661 | 20,274 | 24,282 |
Restricted cash, net of current portion | 0 | 460 | |
Long-term inventory prepayment | 10,000 | 10,000 | 0 |
Other assets | 37,261 | 36,913 | 8,472 |
Total assets | 830,715 | 840,459 | 981,887 |
Current liabilities | |||
Accounts payable | 92,158 | 57,822 | 53,404 |
Accrued liabilities | 25,262 | 33,551 | 20,634 |
Deferred revenue, current | 35,401 | 30,017 | 13,821 |
Operating lease liabilities, current | 5,998 | 6,876 | 4,084 |
Debt, current | 177,735 | 122,692 | 0 |
Derivative liability | 135,678 | 0 | |
Total current liabilities | 472,232 | 250,958 | 91,943 |
Debt, non-current | 0 | 0 | 110,999 |
Deferred revenue, non-current | 49,994 | 37,381 | 22,585 |
Operating lease liabilities, non-current | 17,241 | 18,098 | 20,963 |
Other long-term liabilities | 20,532 | 17,164 | 15,245 |
Total liabilities | 559,999 | 323,601 | 261,735 |
Commitments and contingencies (Note 8) | |||
Stockholders’ equity: | |||
Common stock | 22 | 22 | 22 |
Preferred stock | 0 | 0 | 0 |
Additional paid-in capital | 1,610,783 | 1,613,556 | 1,578,943 |
Accumulated deficit | (1,340,152) | (1,096,175) | (858,225) |
Accumulated other comprehensive loss | 63 | (545) | (588) |
Total stockholders’ equity | 270,716 | 516,858 | 720,152 |
Total liabilities and stockholders’ equity | $ 830,715 | $ 840,459 | $ 981,887 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 226,852,590 | 226,265,161 | 221,960,000 |
Common stock, shares outstanding (in shares) | 226,852,590 | 226,265,161 | 221,960,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | $ 79,529 | $ 58,581 | $ 309,364 | $ 242,860 | $ 196,943 |
Cost of goods sold | 86,087 | 61,584 | 333,355 | 240,808 | 189,404 |
Gross profit (loss) | (6,558) | (3,003) | (23,991) | 2,052 | 7,539 |
Research and development | 18,524 | 11,802 | 63,650 | 43,840 | 36,233 |
Selling, general and administrative | 35,886 | 28,387 | 133,214 | 85,841 | 67,139 |
Asset impairment charge | 0 | 0 | 121 | ||
Total operating expenses | 54,410 | 40,189 | 196,864 | 129,681 | 103,493 |
Loss from operations | (60,968) | (43,192) | (220,855) | (127,629) | (95,954) |
Interest expense, net | 7,254 | 6,879 | 28,588 | 50,982 | 15,413 |
Gain on debt extinguishment | 177,939 | 0 | (10,201) | 0 | 0 |
Loss on valuation of derivative and warrant liabilities | 0 | 70,177 | 12,989 | ||
Other expense (income), net | (2,184) | 7 | (1,292) | 1,202 | 2,629 |
Loss before income taxes | (243,977) | (50,078) | (237,950) | (249,990) | (126,985) |
Provision for income taxes | 0 | 0 | 0 | 16 | 22 |
Net loss | $ (243,977) | $ (50,078) | $ (237,950) | $ (250,006) | $ (127,007) |
Net loss per share of common stock: | |||||
Basic (in dollars per share) | $ (1.08) | $ (0.23) | $ (1.06) | $ (2.07) | $ (28.96) |
Diluted (in dollars per share) | $ (1.08) | $ (0.43) | $ (1.08) | $ (2.07) | $ (28.96) |
Weighted average shares used in per share computation: | |||||
Basic (in shares) | 226,410 | 222,276 | 224,301 | 120,886 | 4,385 |
Diluted (in shares) | 226,410 | 247,131 | 249,156 | 120,886 | 4,385 |
Product | |||||
Revenue | $ 69,996 | $ 54,171 | $ 288,400 | $ 232,450 | $ 190,411 |
Cost of goods sold | 79,051 | 57,226 | 311,884 | 229,142 | 181,987 |
Parts and other service | |||||
Revenue | 9,533 | 4,410 | 20,964 | 10,410 | 6,532 |
Cost of goods sold | $ 7,036 | $ 4,358 | $ 21,471 | $ 11,666 | $ 7,417 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||||
Net loss | $ (243,977) | $ (50,078) | $ (237,950) | $ (250,006) | $ (127,007) |
Available-for-sale securities: | |||||
Unrealized gain (loss) on available-for-sale securities | 608 | (1,641) | 43 | (588) | 0 |
Other comprehensive income (loss), net of taxes | 608 | (1,641) | 43 | (588) | 0 |
Total comprehensive loss, net of taxes | $ (243,369) | $ (51,719) | $ (237,907) | $ (250,594) | $ (127,007) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Legacy Warrants | Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Additional Paid-in Capital Legacy Warrants | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Dec. 31, 2019 | 115,136 | 3,927 | ||||||
Beginning balance at Dec. 31, 2019 | $ 186,979 | $ 13 | $ 0 | $ 668,178 | $ (481,212) | $ 0 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of stock, net of costs (in shares) | 1,751 | |||||||
Issuance of stock, net of costs | 4,212 | $ 1 | 4,211 | |||||
Stock-based compensation | 10,282 | 10,282 | ||||||
Net loss | (127,007) | (127,007) | ||||||
Other comprehensive income (loss), net of taxes | 0 | |||||||
Ending balance (in shares) at Dec. 31, 2020 | 115,136 | 5,678 | ||||||
Ending balance at Dec. 31, 2020 | 74,466 | $ 13 | $ 1 | 682,671 | (608,219) | 0 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of stock, net of costs (in shares) | 7,012 | |||||||
Issuance of stock, net of costs | 6,712 | $ 1 | 6,711 | |||||
Conversion of convertible preferred stock into common stock in connection with the reverse recapitalization (in shares) | (115,136) | 115,576 | ||||||
Conversion of convertible preferred stock into common stock in connection with the reverse recapitalization | 0 | $ (13) | $ 11 | 2 | ||||
Conversion of Convertible Notes into common stock (in shares) | 7,424 | |||||||
Conversion of Convertible Notes into common stock | 48,781 | $ 1 | 48,780 | |||||
Issuance of common stock upon the reverse recapitalization, net of issuance costs (in shares) | 76,172 | |||||||
Issuance of common stock upon the reverse recapitalization, net of issuance costs | 502,315 | $ 8 | 502,307 | |||||
Reclassification of derivative liability upon the reverse recapitalization | 182,554 | 182,554 | ||||||
Reclassification of Legacy Proterra warrant liability upon the reverse recapitalization | $ 87,016 | $ 87,016 | ||||||
Issuance of Earnout Shares, net of repurchase (in shares) | 4,736 | |||||||
Issuance of Earnout Shares, net of repurchase | (634) | (634) | ||||||
Issuance of common stock upon warrant redemption (in shares) | 5,362 | |||||||
Issuance of common stock upon warrant redemption | 53,475 | 53,475 | ||||||
Stock-based compensation | 16,061 | 16,061 | ||||||
Net loss | (250,006) | (250,006) | ||||||
Other comprehensive income (loss), net of taxes | (588) | (588) | ||||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | 221,960 | ||||||
Ending balance at Dec. 31, 2021 | 720,152 | $ 0 | $ 22 | 1,578,943 | (858,225) | (588) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of stock upon exercise of options and RSU release (in shares) | 743 | |||||||
Issuance of stock upon exercise of options and RSU release | 1,833 | 1,833 | ||||||
Stock-based compensation | 4,642 | 4,642 | ||||||
Net loss | (50,078) | (50,078) | ||||||
Other comprehensive income (loss), net of taxes | (1,641) | (1,641) | ||||||
Ending balance (in shares) at Mar. 31, 2022 | 222,703 | |||||||
Ending balance at Mar. 31, 2022 | 674,908 | $ 22 | 1,585,418 | (908,303) | (2,229) | |||
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) | 3,655 | |||||||
Issuance of stock, net of costs | 9,779 | 9,779 | ||||||
Stock issuance for employee stock purchase plan (in shares) | 650 | |||||||
Stock issuance for employee stock purchase plan | 2,994 | 2,994 | ||||||
Stock-based compensation | 21,840 | 21,840 | ||||||
Net loss | (237,950) | (237,950) | ||||||
Other comprehensive income (loss), net of taxes | 43 | 43 | ||||||
Ending balance (in shares) at Dec. 31, 2022 | 0 | 226,265 | ||||||
Ending balance at Dec. 31, 2022 | 516,858 | $ 0 | $ 22 | 1,613,556 | (1,096,175) | (545) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of stock upon exercise of options and RSU release (in shares) | 588 | |||||||
Issuance of stock upon exercise of options and RSU release | 113 | 113 | ||||||
Stock-based compensation | 4,314 | 4,314 | ||||||
Debt extinguishment fair value adjustment | (7,200) | (7,200) | ||||||
Net loss | (243,977) | (243,977) | ||||||
Other comprehensive income (loss), net of taxes | 608 | 608 | ||||||
Ending balance (in shares) at Mar. 31, 2023 | 226,853 | |||||||
Ending balance at Mar. 31, 2023 | $ 270,716 | $ 22 | $ 1,610,783 | $ (1,340,152) | $ 63 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||||
Net loss | $ (243,977) | $ (50,078) | $ (237,950) | $ (250,006) | $ (127,007) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation and amortization | 4,717 | 3,381 | 12,606 | 15,689 | 15,536 |
Loss on disposal of fixed assets | 205 | 645 | 143 | ||
Asset impairment charge | 0 | 0 | 121 | ||
Stock-based compensation | 4,314 | 4,642 | 21,840 | 16,061 | 10,282 |
Amortization of debt discount and issuance costs | 3,854 | 3,337 | 14,297 | 34,809 | 6,045 |
Accretion of debt PIK interest | 1,895 | 1,812 | |||
Accretion of debt end of term charge and PIK interest | 7,475 | 8,207 | 3,501 | ||
Gain on debt extinguishment | (10,007) | 0 | 0 | ||
Loss on valuation of derivative and warrant liabilities | 0 | 70,177 | 12,989 | ||
Loss on debt extinguishment | 177,939 | 0 | (10,201) | 0 | 0 |
Others | (1,101) | 494 | (1,931) | 1,281 | (153) |
Changes in operating assets and liabilities: | |||||
Accounts receivable | 31,622 | 3,287 | (48,693) | (29,928) | (7,216) |
Inventory | (35,922) | (13,830) | (54,495) | (20,181) | 2,182 |
Prepaid expenses and other current assets | 12,996 | 333 | (35,671) | (8,021) | (1,043) |
Deferred cost of goods sold | 849 | (824) | (2,488) | 221 | (797) |
Operating lease right-of-use assets and liabilities | (123) | 4 | 3,936 | 30 | 87 |
Other assets | (367) | 309 | (13,521) | (1,974) | 1,575 |
Accounts payable and accrued liabilities | 29,501 | (3,485) | 14,850 | 27,447 | (4,090) |
Deferred revenue, current and non-current | 17,997 | (1,664) | 30,991 | 6,586 | 9,599 |
Other non-current liabilities | 2,913 | 134 | 1,949 | 2,696 | 2,176 |
Net cash used in operating activities | 7,107 | (52,148) | (296,607) | (126,261) | (76,070) |
Cash flows from investing activities: | |||||
Purchase of investments | (76,121) | (202,479) | (446,418) | (587,846) | (108,960) |
Proceeds from maturities of investments | 174,000 | 140,000 | 690,000 | 164,000 | 80,000 |
Purchase of property and equipment | (8,451) | (9,173) | (59,475) | (23,435) | (25,565) |
Net cash provided by (used in) investing activities | 89,428 | (71,652) | 184,107 | (447,281) | (54,525) |
Cash flows from financing activities: | |||||
Merger and PIPE financing | 0 | 644,695 | 0 | ||
Payment of tax withholding obligations on earnout shares | 0 | (634) | 0 | ||
Proceeds from debt, net of issuance costs | 0 | 0 | 219,471 | ||
Repayment of debt | 0 | (17,083) | (22,787) | ||
Repayment of finance obligation | 0 | (2,642) | (484) | ||
Proceeds from (repayment of) government grants | 0 | (700) | |||
Proceeds from (repayment of) government grants | (700) | 1,323 | 275 | ||
Proceeds from exercise of stock options and warrants | 113 | 1,833 | 9,779 | 6,790 | 4,168 |
Proceeds from employee stock purchase plan | 2,994 | 0 | 0 | ||
Other financing activities | (2,438) | (8) | 4,083 | 0 | 0 |
Net cash provided by financing activities | (2,325) | 1,125 | 16,156 | 632,449 | 200,643 |
Net increase (decrease) in cash and cash equivalents, and restricted cash | 94,210 | (122,675) | (96,344) | 58,907 | 70,048 |
Cash and cash equivalents, and restricted cash at the beginning of year | 86,260 | 182,604 | 182,604 | 123,697 | 53,649 |
Cash and cash equivalents, and restricted cash at the end of year | 180,470 | 59,929 | 86,260 | 182,604 | 123,697 |
Supplemental disclosures of cash flow information: | |||||
Cash paid for interest | 2,164 | 2,094 | 8,467 | 9,074 | 5,827 |
Cash paid for income taxes | 0 | 0 | 0 | 15 | 9 |
Non-cash investing and financing activity: | |||||
Assets acquired through accounts payable and accrued liabilities | $ 2,704 | $ 7,087 | 4,113 | 4,955 | 659 |
Non-cash transfer of leased assets to inventory | 515 | 2,046 | 635 | ||
Reclassification of Convertible Notes warrants liability upon exercise | 0 | 17,696 | 0 | ||
Conversion of Convertible Notes into common stock | 0 | 48,607 | 0 | ||
Reclassification of remaining Convertible Notes warrants liability upon the reverse recapitalization | 0 | 69,320 | 0 | ||
Reclassification of derivative liability upon the reverse recapitalization | 0 | 182,554 | 0 | ||
Conversion of preferred stock into common stock | 0 | 627,315 | 0 | ||
Cashless warrant exercise | 0 | 53,326 | 0 | ||
Non-cash long-term investment | $ 0 | $ 1,600 | $ 0 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Organization and Description of Business Proterra Inc (“Proterra” or the “Company") is a leading developer and producer of zero-emission electric vehicle and EV technology solutions for commercial application. Proterra designs, develops, manufactures, and sells electric transit buses as an original equipment manufacturer for North American public transit agencies, airports, universities, and other commercial transit fleets. It also designs, develops, manufactures, sells, and integrates proprietary battery systems and electrification solutions for global commercial vehicle manufacturers. Additionally, Proterra provides fleet-scale, high-power charging solutions for its customers. Proterra is headquartered in Burlingame, California, and has manufacturing and product development facilities in Burlingame and City of Industry, California, and Greenville and Greer, South Carolina. Proterra Operating Company, Inc. (“Proterra OpCo” and formerly known as Proterra Inc prior to the consummation of the Business Combination (“Legacy Proterra”)) was originally formed in June 2004 as a Colorado limited liability company and converted to a Delaware corporation in February 2010. On June 14, 2021, Legacy Proterra consummated the transactions contemplated by the Merger Agreement, by and among ArcLight Clean Transition Corp. (“ArcLight”), (and, after the Domestication, Proterra), Phoenix Merger Sub, and Legacy Proterra, whereby Phoenix Merger Sub merged with and into Legacy Proterra, and Legacy Proterra being the surviving corporation and a wholly owned subsidiary of Proterra. Legacy Proterra changed its name to “Proterra Operating Company, Inc.” and continues as a Delaware Corporation. 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. The Company has incurred net losses and negative cash flows from operations since inception. As of March 31, 2023, the Company has an accumulated deficit of $1.3 billion, and cash and cash equivalents and short-term investments of $296.2 million. The Company has funded operations primarily through a combination of equity and debt financing. There was no outstanding balance under the Senior Credit Facility as of March 31, 2023. There was an aggregate of $20.1 million of letters of credit outstanding under the Senior Credit Facility as of March 31, 2023. As of March 31, 2023, the outstanding balance of the Convertible Notes Facility was $172.9 million inclusive of PIK interest of $19.4 million. As of March 31, 2023, the Company had $296.2 million of cash and cash equivalents and short-term investments. The audit report included in the Annual Report on Form 10-K (the “2022 Financials”) contained a going concern qualification, which is an event of default under both the Senior Credit Facility and the Convertible Notes Facility. On March 14, 2023, the Company obtained a limited advance waiver from the holders of the Convertible Notes with respect to the Going Concern Covenant until March 31, 2023. On March 31, 2023, the Company received a waiver for the Senior Credit Facility to consent to the delivery of the 2022 Financials with a going concern qualification and waived the cross default of the corresponding covenant under the Convertible Notes Facility in connection with the 2022 Financials. As a result, the Company was in compliance with the covenants contained in the Senior Credit Facility and Convertible Notes Facility as of March 31, 2023. On March 31, 2023, the Company also entered into an amendment to the Convertible Notes Facility, which provides a waiver of the Minimum Liquidity Covenant (as defined below) through May 31, 2024, requiring a minimum Liquidity (as defined in the Note Purchase Agreement) of $125.0 million as of the last day of each quarter from March 31, 2023 through and including May 31, 2024, and a waiver of the requirement that the financial statements delivered by the Company be certified by the Company’s auditor without qualification (or similar notation) as to going concern for the Company’s consolidated financial statements for fiscal years 2022 and 2023. After May 31, 2024, the Convertible Notes Facility requires the Company to maintain Liquidity at each quarter end (“Minimum Liquidity Covenant”) of not less than the greater of (i) $75.0 million and (ii) four times of Cash Burn (as defined in the Note Purchase Agreement) for the three-month period then ended. See Note 4, Debt, for details of the Convertible Notes Facility. The amendment to the Convertible Notes Facility is considered an extinguishment of the existing debt, and the issuance of new debt upon the effectiveness of the amendment to the Convertible Notes Facility on March 31, 2023. The extinguishment and issuance of new debt in connection with the Convertible Notes Facility resulted in a $177.9 million loss on debt extinguishment recorded in the Company’s condensed consolidated statements of operations. The embedded features in the Convertible Notes were bifurcated and accounted for as a derivative liability separately from the host debt instrument. As of March 31, 2023, the fair value of derivative liability of $135.7 million was recorded as debt discount on the Company’s condensed consolidated balance sheets, which will be amortized during the term of the Convertible Notes to interest expense using the effective-interest method. Under ASC Subtopic 205-40, Presentation of Financial Statements—Going Concern (“ASC 205-40”), the Company has the responsibility to evaluate whether conditions and/or events raise substantial doubt about the Company’s ability to meet our future obligations as they become due within one year of the financial statements being issued in this Quarterly Report on Form 10-Q. The Company’s potential inability to maintain the Liquidity requirement under the Convertible Notes Facility and any resulting potential events of default under the Convertible Notes Facility and the Senior Credit Facility when coupled with the following conditions: the Company’s available cash resources, recurring losses and cash outflows from operations, an expectation of continuing operating losses and cash outflows from operations for the foreseeable future, and the need to raise additional capital to finance future operations, causes substantial doubt about the Company’s ability to continue as a going concern to exist. The Company is currently executing on various strategies designed to improve liquidity and cash generated from operations. The Company is undertaking expense reduction and cash savings initiatives that include streamlining facilities, initiating working capital initiatives, and reducing overall selling, general and administrative expenses that include a workforce reduction announced in January 2023, and the planned closure of the City of Industry facility by December 31, 2023 to improve operational efficiency. The Company is exploring potential options for raising additional funds through potential alternatives, which may include, among other things, the issuance of equity, equity-linked, and/or debt securities, debt financings or other capital sources and/or strategic transactions. However, we have not yet secured additional financing and may not be successful in securing additional financing or executing a transaction on a timely basis, on acceptable terms or at all. These financial statements have been prepared by management in accordance with GAAP and this basis assumes that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. 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”). 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, 2022 and the related notes incorporated by reference in the Company’s Annual Report (the “Annual Report”) on Form 10-K, filed with SEC on March 17, 2023 and amended on May 1, 2023, which provides a more complete discussion of the Company’s accounting policies and certain other information. The information as of December 31, 2022 and 2021 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, 2023 and the results of operations and cash flows for the three months ended March 31, 2023 and 2022. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. Use of Estimates In preparing the condensed consolidated financial statements and related disclosures in conformity with U.S. 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 changes to the Company’s significant accounting policies described in the Annual Report, except for the accounting policies related to the Convertible Notes and derivative liabilities described in Note 4, Debt, that have had a material impact on the Company’s condensed consolidated financial statements and related notes. Segments The Company operates in the United States and has sales to the European Union, Canada, United Kingdom, Australia, Japan and Türkiye. Revenue disaggregated by geography, based on the addresses of the Company’s customers, consists of the following (in thousands): Three Months Ended March 31, 2023 2022 United States $ 65,424 $ 51,967 Rest of World 14,105 6,614 $ 79,529 $ 58,581 The Company’s chief operating decision maker is its Chief Executive Officer (CEO) who reviews financial information presented on a consolidated basis for purposes of making decision on allocating resources and assessing financial performance. 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, 2023 and December 31, 2022. 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, 2023, 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 Türkiye. 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, 2023 2022 2023 2022 Number of customers accounted for 10% or more 3 2 4 2 Total % for customers accounted for 10% or more 34 % 40 % 49 % 48 % Single source suppliers provide the Company with a number of components that are required for manufacturing of its current products. For example, we sole source our composite bus bodies from TPI Composites Inc. In other instances, although there may be multiple suppliers available, many of the components are purchased from one single source. If these single source suppliers fail to meet the Company’s requirements on a timely basis at competitive prices or are unable to provide components for any reason, 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, 2023 and 2022, respectively. 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, 2022 $ 67,398 Revenue recognized from beginning balance during the three months ended March 31, 2023 (6,815) Deferred revenue added during the three months ended March 31, 2023 24,812 Deferred revenue as of March 31, 2023 $ 85,395 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 $0.3 million in the three months ended March 31, 2023 and 2022, 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 sales of vehicles is typically recognized upon delivery when the Company can objectively demonstrate that the criteria specified in the contractual acceptance provisions are achieved prior to delivery. In cases, where the Company cannot objectively demonstrate that the criteria specified in the contractual acceptance provisions have been achieved prior delivery, revenue is recognized upon acceptance by the customer. Revenue from sales of charging systems is recognized at a point in time, generally upon delivery or commissioning when control of the underlying performance obligations are transferred to 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 $1.2 million and $2.1 million for the three months ended March 31, 2023 and 2022, respectively. Extended warranty revenue was $0.6 million and $0.4 million for the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023 and December 31, 2022, the contract assets balance was $13.0 million and $26.1 million, respectively, and are recorded in the prepaid expenses and other current assets on the consolidated balance sheets. The contract assets are expected to be billed within the next twelve months. As of March 31, 2023, the amount of remaining performance obligations that have not been recognized as revenue was $472.9 million, of which 68% 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 has the following commercial offerings each addressing a critical component of commercial vehicle electrification. • 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 offers 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. Revenue of these commercial offerings are as follows (in thousands): Three Months Ended March 31, 2023 2022 Proterra Transit $ 44,862 $ 35,381 Proterra Powered & Energy 34,667 23,200 Total $ 79,529 $ 58,581 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, 2023 Warranty reserve - beginning of period $ 25,513 Warranty costs incurred (868) Net changes in liability for pre-existing warranties, including expirations — Provision for warranty 3,604 Warranty reserve - end of period $ 28,249 There have been no recent accounting pronouncements, changes in accounting pronouncements or recently adopted accounting guidance during the three months ended March 31, 2023 that are of significance or potential significance to the Company. Organization and Description of Business Proterra Inc (“Proterra” or the “Company"), formerly known as ArcLight Clean Transition Corp. (“ArcLight”), is a leading developer and producer of zero-emission electric vehicle and EV technology solutions for commercial application. Proterra designs, develops, manufactures, and sells electric transit buses as an original equipment manufacturer for North American public transit agencies, airports, universities, and other commercial transit fleets. It also designs, develops, manufactures, sells, and integrates proprietary battery systems and electrification solutions for global commercial vehicle manufacturers. Additionally, Proterra provides fleet-scale, high-power charging solutions for its customers. 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 is headquartered in Burlingame, California, and also has manufacturing and product development facilities in Burlingame and City of Industry, California, and Greenville and Greer, South Carolina. On June 11, 2021, ArcLight filed a notice of deregistration with the Cayman Islands Registrar of Companies, and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which ArcLight was domesticated and continued as a Delaware corporation. On June 14, 2021 (the “Closing Date”), ArcLight consummated a merger with Phoenix Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of ArcLight (“Phoenix Merger Sub”), and Proterra Inc, a Delaware corporation (“Legacy Proterra”), with Legacy Proterra surviving as the surviving company and as a wholly-owned subsidiary of ArcLight (the “Merger” and, collectively with the other transactions described in the Agreement and Plan of Merger (the “Merger Agreement”), the “Business Combination”). In connection with the Business Combination, Legacy Proterra changed its name to “Proterra Operating Company, Inc.” and ArcLight changed its name to “Proterra Inc”. The Merger was accounted for as a reverse merger and a recapitalization with Legacy Proterra being the accounting acquirer. Accordingly, all historical financial information presented in the consolidated financial statements of Proterra represents the accounts of Legacy Proterra and its wholly owned subsidiaries as if Legacy Proterra is the predecessor to Proterra. The shares and net loss per common share, prior to the Merger, have been retroactively restated as shares reflecting the exchange ratio established in the Merger (0.8925 shares of Legacy Proterra common stock for 1 share of Proterra common stock) (the “Exchange Ratio”). Unless otherwise specified or unless the context otherwise requires, references in these notes to the “Company,” “we,” “us,” or “our” refer to Legacy Proterra prior to the Business Combination and to Proterra following the Business Combination. Prior to the closing of the Business Combination (the “Closing”), ArcLight’s Class A ordinary shares and public warrants were listed on the Nasdaq Capital Market under the symbols “ACTC” and “ACTCW,” respectively. Proterra’s common stock is currently listed on the Nasdaq Global Select Market under the symbol “PTRA”. See Note 3, “Reverse Recapitalization” for further details of the Merger. The Company’s public warrants were previously listed on the Nasdaq Global Select Market under the symbol “PTRAW.” On October 29, 2021, the Company redeemed its remaining outstanding public warrants at a redemption price of $0.10 per public warrant. See Note 10, Warrants, for further details. The Company has incurred net losses and negative cash flows from operations since inception. As of December 31, 2022, the Company has an accumulated deficit of $1.1 billion, and cash and cash equivalents and short-term investments of $298.1 million. The Company has funded operations primarily through a combination of equity and debt financing. There was no outstanding balance under the Senior Credit Facility as of December 31, 2022. There was an aggregate of $17.6 million of letters of credit outstanding as of December 31, 2022. As of December 31, 2022, the outstanding balance of the Convertible Notes was $170.8 million inclusive of PIK interest of $17.3 million. Under ASC Subtopic 205-40, Presentation of Financial Statements—Going Concern (“ASC 205-40”), we have the responsibility to evaluate whether conditions and/or events raise substantial doubt about our ability to meet our future financial obligations as they become due within one year of the financial statements being issued. Pursuant to the terms of the purchase agreement governing the Convertible Notes, we are required to maintain Liquidity (as defined therein) as of the last day of each quarter of not less than the greater of (a) $75.0 million and (b) an amount equal to the product of multiplying (i) the amount of Cash Burn (as defined therein) from operations for the three-month period ending on the end of such month by (ii) four (the “Minimum Liquidity Covenant”). As of December 31, 2022, we did not have Liquidity in an amount equal to clause (b) above as of such date. As a result, we obtained a waiver of the Minimum Liquidity Covenant for the quarter ended December 31, 2022. Without such waiver, we would have been in default of the Convertible Notes, which would have resulted in a cross-default under the Senior Credit Facility. However, we have not obtained a waiver of the Minimum Liquidity Covenant for any future periods, and, as a result of anticipated operating cash outflows from operation, capital investment at our Powered 1 battery factory, and incremental cash payments for the Workforce Restructuring (discussed in Note 15, Subsequent Events), we may not meet the Minimum Liquidity Covenant as of March 31, 2023. In addition, our inability to deliver audited financial statements certified by our independent registered public accounting firm without qualification (or similar notation) as to going concern is an event of default under the Convertible Notes and the Senior Credit Facility. We obtained a prospective limited waiver under the Convertible Notes,which will expire on March 31, 2023, with respect to our obligations under the Convertible Notes to deliver audited financial statements certified by our independent registered public accounting firm without qualification (or similar notation) as to going concern, and a cross-default under the Convertible Notes with respect to the Senior Secured Credit Facility, resulting from the substantially similar covenant thereunder. If we are unable to obtain a further waiver under the Convertible Notes beyond March 31, 2023, then there would be an event of default under the Convertible Notes for failure to deliver audited financial statements certified by our independent registered public accounting firm without qualification (or similar notation), which would be a cross-default under the Senior Credit Facility, unless waived. An event of default under the Convertible Notes would permit the holders of the Convertible Notes to cause all of the outstanding indebtedness under the Convertible Notes to become immediately due and payable. In addition, we have not obtained a waiver with respect to the corresponding covenant under the Senior Credit Facility as of the date hereof and we are therefore in default of such covenant as of the issuance of these financial statements and related audit report. Unless waived, the default under the Senior Credit Facility resulting from the issuance of these financial statements and related audit report containing a going concern qualification (and potential cross-default under the Convertible Notes if we are unable to obtain a waiver thereunder beyond March 31, 2023), permits the Lenders under the Senior Credit Facility to terminate all commitments to extend credit under the Senior Credit Facility and cause all of the outstanding indebtedness under the Senior Credit Facility to become immediately due and payable. In addition, if we are unable to comply with or obtain a waiver for the Minimum Liquidity Covenant for the quarter ended March 31, 2023 or a future period, there would be an event of default under the Convertible Notes and a cross-default under the Senior Credit Facility for such period, which would permit (i) the holders of the Convertible Notes to cause all of the outstanding indebtedness under the Convertible Notes to become immediately due and payable and (ii) the Lenders under the Senior Credit Facility to terminate all commitments to extend credit under the Senior Credit Facility and cause all of the outstanding indebtedness under the Senior Credit Facility to become immediately due and payable. If the Convertible Notes and amounts outstanding under the Senior Credit Facility were to become immediately due and payable in the event of such a default, this would have an immediate adverse effect on our ability to meet our working capital needs and our business and operating results. There is no assurance that we will be able to obtain any future waivers under the Convertible Notes or the Senior Credit Facility. We would need to take further action to raise additional funds in the capital markets or otherwise to fund our obligations under the Convertible Notes in addition to our other obligations over the period, and we would not be able to draw upon the Senior Credit Facility.If we do not have sufficient funds or we are unable to arrange for additional financing to repay outstanding debt, the lenders under the Senior Credit Facility and holders of the Convertible Notes could seek to enforce their security interests in the collateral securing the indebtedness under the Senior Credit Facility and the Convertible Notes, which are secured substantially by all our assets including intellectual property and other restricted property. Our potential inability to maintain the Liquidity requirement under the Convertible Notes and the current and potential events of default under the Convertible Notes and the Senior Credit Facility when coupled with the following conditions: our available cash resources, recurring losses and cash outflows from operations, an expectation of continuing operating losses and cash outflows from operations for the foreseeable future, and the need to raise additional capital to finance our future operations, causes substantial doubt about our ability to continue as a going concern to exist. We are currently executing on various strategies to improve available cash balances, liquidity and cash generated from operations that include a workforce reduction across the Company announced in January 2023, and our plan to windup operations at the City of Industry facility by the end of the third quarter of 2023 to improve operational efficiency. We expect to see |
Adoption of New Accounting Stan
Adoption of New Accounting Standards | 3 Months Ended |
Mar. 31, 2023 | |
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. This standard is effective for interim and annual periods beginning after December 15, 2021, with early adoption permitted after December 15, 2020. Adoption of this standard can either be on a modified retrospective or full retrospective basis. The Company adopted this standard on January 1, 2022, and it had no material impact on the consolidated financial statements. |
Reserve Recapitalization
Reserve Recapitalization | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Reverse Recapitalization Disclosure | Reverse Recapitalization On June 14, 2021, Phoenix Merger Sub merged with Legacy Proterra, with Legacy Proterra surviving as a wholly-owned subsidiary of ArcLight. In connection with the Business Combination, Legacy Proterra changed its name to “Proterra Operating Company, Inc.” and ArcLight changed its name to “Proterra Inc”. The following transactions occurred upon the Closing: • each share of outstanding Legacy Proterra convertible preferred stock was converted into shares of Proterra common stock in accordance with the applicable conversion ratio immediately prior to the effective time, and each share of Legacy Proterra common stock (including shares issued upon conversion of Legacy Proterra convertible preferred stock and warrants net exercised upon Closing) was converted into shares of common stock after giving effect of the Exchange Ratio of 0.8925 and resulting in the issuance of 123,752,882 shares of common stock; • certain holders of Convertible Notes with an original aggregate principal amounts of $46.5 million elected to convert their outstanding Convertible Notes balances including accrued PIK interest and cash interest at the Closing resulting in the issuance of 7.4 million shares of common stock; • each outstanding Legacy Proterra option was converted into an option to purchase shares of Proterra common stock by multiplying the number of underlying shares by the Exchange Ratio, rounded down to the nearest whole share, resulting in such options being exercisable to purchase for an aggregate of 22,532,619 shares of Proterra common stock; the exercise price of each converted option was determined by dividing the per share exercise price of the respective Legacy Proterra options by the Exchange Ratio of 0.8925, rounded up to the nearest whole cent; • each outstanding Legacy Proterra warrant to purchase Legacy Proterra common stock and convertible preferred stock was converted into a warrant to purchase shares of Proterra common stock by multiplying the number of underlying shares by the Exchange Ratio, rounded down to the nearest whole share, resulting in such warrants being exercisable to purchase an aggregate of 3,504,523 shares of Proterra common stock; the exercise price of each converted warrant was determined by dividing the per share exercise price of the respective Legacy Proterra warrant by the Exchange Ratio of 0.8925, rounded up to the nearest whole cent; • each outstanding Convertible Note that was not optionally converted in connection with the Closing remained outstanding and became convertible into shares of Proterra common stock in accordance with the terms of such Convertible Notes. • 15,172 public shares were redeemed by ArcLight shareholders, and an aggregate of $0.2 million was paid from the trust account to these redeeming holders; and each share of ArcLight Class A and Class B ordinary shares was converted into the right to receive one share of Proterra’s common stock resulting in the issuance of 34,671,900 shares of common stock; • pursuant to the subscription agreements between ArcLight and certain investors (the “PIPE Investors”), the PIPE Investors purchased 41.5 million shares of Proterra common stock at a purchase price of $10.00 per share for aggregate gross proceeds of $415.0 million (the “PIPE Financing”); • each ArcLight warrant outstanding immediately prior to the consummation was converted into a warrant exercisable into an equivalent number of shares of Proterra common stock, resulting in such warrants being exercisable for an aggregate of 21,424,994 shares of Proterra common stock; and • the 669,375 shares of Proterra common stock underlying certain Milestone Options (as defined below) fully vested upon the Closing. Upon the occurrence of any of the following events during the first five years following the Closing of the Merger (“earnout period”), up to an additional 22,809,500 shares of Proterra common stock (the “Earnout Stock”) may be issued to former holders of Legacy Proterra convertible preferred stock, common stock, warrants, vested options and Convertible Notes as of immediately prior to the closing of the Merger, as follows: a. 21.0526% of the Earnout Stock if over any 20 trading days within any 30 trading day period, the volume-weighted average price (“VWAP”) of the Proterra common stock is greater than or equal to $15.00 per share or there occurs any transaction resulting in a change in control with a valuation of the Proterra common stock that is greater than or equal to $15.00 per share (the “First Earnout Shares”); b. an additional 26.3158% of the Earnout Stock if over any 20 trading days within any 30 trading day period, the VWAP of the Proterra common stock is greater than or equal to $20.00 per share or there occurs any transaction resulting in a change in control with a valuation of the Proterra common stock that is greater than or equal to $20.00 per share; c. an additional 26.3158% of the Earnout Stock if over any 20 trading days within any 30 trading day period, the VWAP of the Proterra common stock is greater than or equal to $25.00 per share or there occurs any transaction resulting in a change in control with a valuation of the Proterra common stock that is greater than or equal to $25.00 per share; d. an additional 26.3158% of the Earnout Stock if over any 20 trading days within any 30 trading day period, the VWAP of the Proterra common stock is greater than or equal to $30.00 per share or there occurs any transaction resulting in a change in control with a valuation of the Proterra common stock that is greater than or equal to $30.00 per share; Pursuant to a letter agreement (the “Sponsor Letter Agreement”) with ArcLight CTC Holdings, L.P. (the “Sponsor”), 10% of the Proterra common stock received by the Sponsor upon consummation of the Merger in exchange for its outstanding shares of ArcLight Class B ordinary shares, excluding 140,000 shares owned by the ArcLight board of directors, was subject to vesting and forfeiture (the “Sponsor Earnout Stock”). Such shares of Sponsor Earnout Stock would vest if over any 20 trading days within any 30 trading day period during the five-year earnout period, the VWAP of the Proterra common stock was greater than or equal to $15.00 per share or there occurred any transaction resulting in a change in control with a valuation of the Proterra common stock that is greater than or equal to $15.00 per share. The Earnout Stock and Sponsor Earnout Stock met indexation and other criteria under Topic 815, Derivatives and Hedging, and are considered as equity-classified instruments. The number of shares of Proterra common stock issued immediately following the consummation of the Merger was (in thousands): Shares Ordinary shares Class A of ArcLight, outstanding prior to Merger 27,750 Less redemption of ArcLight shares (15) Sponsor 6,257 Sponsor Earnout Stock 680 Common stock of ArcLight 34,672 PIPE Investors 41,500 Legacy Proterra shares 131,176 Total shares of common stock immediately after Merger 207,348 Immediately after the Merger, Proterra is authorized to issue 510.0 million shares, with a par value of $0.0001 per share. As of the Closing, the authorized shares consisted of 500.0 million shares of common stock and 10.0 million shares of preferred stock, and there were 207.3 million shares of common stock issued and outstanding, and no shares of preferred stock issued and outstanding. In addition, as of the Closing, there were 24.9 million warrants issued and outstanding, including 13.9 million public warrants, 7.6 million private placement warrants, and 3.5 million Legacy Proterra warrants. As of the Closing, a total of 82.3 million shares were reserved for future issuance upon the exercise of stock options, warrants and the issuance of Earnout Stock, of which 10.4 million shares were reserved for issuance under Proterra’s 2021 Equity Incentive Plan, 22.5 million shares were reserved under Legacy Proterra’s 2010 Equity Incentive Plan and 1.6 million shares reserved under Proterra’s 2021 Employee Stock Purchase Plan. The Merger has been accounted for as a reverse merger and a recapitalization under U.S. GAAP with Legacy Proterra being the accounting acquirer, based on evaluation of the following facts and circumstances: • Legacy Proterra’s stockholders have a majority of the voting power of Proterra following the Merger; • Legacy Proterra has initially designated a majority of the board of directors of Proterra; • Legacy Proterra’s management comprise the management of Proterra; • Legacy Proterra comprises the ongoing operations of Proterra; • Legacy Proterra is the larger entity based on historical revenues and business operations; and • Proterra has assumed Legacy Proterra’s name. Under this method of accounting, ArcLight is treated as the “acquired” company for accounting and financial reporting purposes. Accordingly, for accounting purposes, this merger transaction is treated as the equivalent of Legacy Proterra issuing equity for the net assets of ArcLight, accompanied by a recapitalization. The net assets of ArcLight have been stated at historical cost, with no goodwill or other intangible assets recorded. The Company received aggregate cash proceeds of $649.3 million at the Closing, net of $13.8 million of PIPE Financing fees, $18.5 million of other transaction costs paid at Closing, $9.7 million of ArcLight IPO deferred underwriting fees payable, $1.3 million of other ArcLight’s accrued expenses, and $0.1 million of ArcLight’s related party payable. The unbilled ArcLight expenses incurred prior to the Closing were paid from the cash proceeds received by the Company. The transaction costs including advisory, legal and other professional services directly related to the Merger were recorded in the additional paid-in capital in the balance sheet to offset against proceeds. The deferred transaction costs of approximately $2.9 million paid by the Company prior to the Closing were recorded to the additional paid-in capital and classified as financing activities in the statement of cash flow for year ended December 31, 2021. In July 2021, the conditions for the issuance of the First Earnout Shares and the vesting of the Sponsor Earnout Stock were satisfied, resulting in an aggregate of 4,800,563 shares of common stock being issued and the 679,750 shares of Sponsor Earnout Stock fully vesting. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2023 | |
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 and liabilities 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, 2023 December 31, 2022 Assets: Cash equivalents and marketable securities: Money market funds Level 1 $ 57,325 $ 14,941 U.S. Treasury securities Level 1 74,689 — Short-term investments: U.S. Treasury securities Level 1 128,341 224,359 Total $ 260,355 $ 239,300 Liabilities: Other non-current liabilities Derivative liability Level 3 $ 135,678 $ — Total $ 135,678 $ — The Company’s short-term investments were comprised of U.S. Treasury securities, and classified as available-for-sale at the time of purchase because it is intended that these investments are available for current operations. Investments are reported at fair value and are subject to periodic impairment review. Unrealized gains and losses related to changes in the fair value of these securities are recognized in accumulated other comprehensive loss. The ultimate value realized on these securities is subject to market price volatility until they are sold. Realized gains or losses from short-term investments are recorded in other expense (income), net. As of March 31, 2023, the Company has $26.6 million of long-term investments recorded in other assets in the condensed consolidated balance sheets, comprised of minority ownership of equity investments in privately held entities. The long-term investment balances include $25.0 million strategic equity investment made in the third quarter of 2022 in an entity that the Company expects to produce lithium iron phosphate (LFP) battery cells in the United States in the coming years which is expected to provide the Company with development opportunities for battery packs with another cell chemistry to address additional segments of the commercial vehicle market. These investments do not have a readily determinable fair value and are accounted for under a measurement alternative at cost, less impairment, adjusted for observable price changes. No impairment charges or observable price changes were recognized in the three months ended March 31, 2023 and 2022. There are no unrealized gains or losses associated with these investments as of March 31, 2023. The following is a summary of cash equivalents and marketable securities as of March 31, 2023 (in thousands): Amortized Cost Unrealized Gain Estimated Fair Value Cash equivalents: Money market funds $ 57,325 $ — $ 57,325 U.S. Treasury securities 74,689 — 74,689 Short-term investments: U.S. Treasury securities 128,278 63 128,341 Total $ 260,292 $ 63 $ 260,355 As of March 31, 2023, the contractual maturities of the short-term investments were less than one year. The following is a summary of cash equivalents and marketable securities as of December 31, 2022 (in thousands): Amortized Cost Unrealized Loss Estimated Fair Value Cash equivalents: Money market funds $ 14,941 $ — $ 14,941 Short-term investments: U.S. Treasury securities 224,904 (545) 224,359 Total $ 239,845 $ (545) $ 239,300 As of December 31, 2022, the contractual maturities of the short-term investments were less than one year. The fair value of derivative liability under the Convertible Notes was measured as the difference between the estimated value of the Convertible Notes with and without the embedded conversion features. See Note 4, Debt, for additional information on the Convertible Notes Facility. The valuation of the Convertible Notes with the embedded conversion features was measured utilizing a Monte Carlo simulation pricing model and the valuation of the Convertible Notes without the embedded conversion features was measured utilizing a discounted cash flow model based on certain significant inputs not observable in the market, and thus represents a level 3 measure. The key inputs to the valuation models include equity volatility, likelihood and expected term until a liquidity event, risk-free interest rate and estimated yield for the Convertible Notes. The Company measures certain financial assets and liabilities at fair value. Fair value is determined based on the exit price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy: Level 1 — Quoted prices in active markets for identical assets or liabilities; Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3 — Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. Financial assets measured at fair value on a recurring basis using the above input categories were as follows (in thousands): Fair Value at Pricing December 31, 2022 2021 Assets: Cash equivalents: Money market funds Level 1 $ 14,941 $ 102,978 U.S. Treasury securities Level 1 — 49,996 Short-term investments: U.S. Treasury securities Level 1 224,359 330,053 Corporate debt securities Level 2 — 160,914 Total $ 239,300 $ 643,941 The Company’s short-term investments were comprised of U.S. Treasury and corporate debt securities, and classified as available-for-sale at the time of purchase because it is intended that these investments are available for current operations. Investments are reported at fair value and are subject to periodic impairment review. Unrealized gains and losses related to changes in the fair value of these securities are recognized in accumulated other comprehensive loss. The ultimate value realized on these securities is subject to market price volatility until they are sold. Realized gains or losses from short-term investments are recorded in other expense (income), net. As of December 31, 2022, the Company has $26.6 million of long-term investments recorded in other assets in the consolidated balance sheets, comprised of minority ownership of equity investments in privately held entities. The long-term investment balance includes a $25.0 million strategic equity investment made in the third quarter of 2022 in an entity that the Company expects to produce lithium iron phosphate (LFP) battery cells in the United States in the coming years which will provide the Company with development opportunities for battery packs with another cell chemistry to address additional segments of the commercial vehicle market. These investments do not have a readily determinable fair value and are accounted for under a measurement alternative at cost, less impairment, adjusted for observable price changes. No impairment charges or observable price changes were recognized in the year ended December 31, 2022. There are no unrealized gains or losses associated with these investments as of December 31, 2022. The following is a summary of cash equivalents and marketable securities as of December 31, 2022 (in thousands): Amortized Cost Unrealized Losses Estimated Fair Value Cash equivalents: Money market funds $ 14,941 $ — $ 14,941 Short-term investments: U.S. Treasury securities 224,904 (545) 224,359 Total $ 239,845 $ (545) $ 239,300 As of December 31, 2022, the contractual maturities of the short-term investments were less than one year. The following is a summary of cash equivalents and marketable securities as of December 31, 2021 (in thousands): Amortized Cost Unrealized Losses Estimated Fair Value Cash equivalents: Money market funds $ 102,978 $ — $ 102,978 U.S. Treasury securities 49,996 — 49,996 Short-term investments: U.S. Treasury securities 330,618 (565) 330,053 Corporate debt securities 160,937 (23) 160,914 Total $ 644,529 $ (588) $ 643,941 The unrealized losses as of December 31, 2022 and 2021 are primarily related to U.S. Treasury securities with original maturities longer than one year due to changes in interest rates and considered temporary in nature. As of December 31, 2022, the contractual maturities of the short-term investments were less than one year. In August 2020, the Company issued Convertible Notes. Refer to Note 6, Debt, for additional information on the Convertible Notes. The fair value of the Convertible Notes was $195.8 million as of December 31, 2022. The carrying value of the Convertible Notes of $122.7 million, net of $48.1 million unamortized debt discount and issuance costs, as of December 31, 2022, was recorded in Debt, non-current on the balance sheets. |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 December 31, 2022 Cash $ 35,891 $ 58,754 Cash equivalents 132,014 14,941 Total cash and cash equivalents $ 167,905 $ 73,695 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, 2023 December 31, 2022 Cash and cash equivalents $ 167,905 $ 73,695 Restricted cash, current portion 12,565 12,565 Total cash and cash equivalents, and restricted cash $ 180,470 $ 86,260 Inventories consisted of the following (in thousands): March 31, 2023 December 31, 2022 Raw materials $ 163,327 $ 127,199 Work in progress 22,419 21,153 Finished goods 11,123 13,518 Service parts 8,620 7,697 Total inventories $ 205,489 $ 169,567 The write-down of excess or obsolete inventories to cost of goods sold were immaterial for the three months ended March 31, 2023 and 2022, respectively. Property, plant, and equipment, net, consisted of the following (in thousands): March 31, 2023 December 31, 2022 Computer hardware $ 6,020 $ 5,465 Computer software 12,813 11,012 Internally used vehicles and charging systems 15,177 15,177 Leased vehicles and batteries 5,142 5,142 Leasehold improvements 30,883 10,716 Machinery and equipment 54,195 28,942 Office furniture and equipment 3,282 2,523 Tooling 23,971 22,430 Finance lease right-of-use assets 878 179 Construction in progress 29,209 72,505 181,570 174,091 Less: Accumulated depreciation and amortization (71,145) (66,539) Total $ 110,425 $ 107,552 Construction in progress was comprised of various assets that are not available for their intended use as of the balance sheet date, and mainly related to the equipment and facility build out at the battery manufacturing facility (Powered 1) in Greer, South Carolina. For the three months ended March 31, 2023 and 2022, depreciation and amortization expense were $4.7 million and $3.4 million, respectively. Accrued liabilities consisted of the following (in thousands): March 31, 2023 December 31, 2022 Accrued payroll and related expenses $ 6,493 $ 8,647 Accrued sales and use tax 1,284 1,784 Warranty reserve 8,229 8,406 Accrued supplier liability 4,059 7,699 Insurance related 1,764 4,445 Other accrued expenses 3,433 2,570 Total $ 25,262 $ 33,551 Other long-term liabilities consisted of the following (in thousands): March 31, 2023 December 31, 2022 Warranty reserve $ 20,020 $ 17,107 Finance lease liabilities, non-current 512 57 Total $ 20,532 $ 17,164 Cash and cash equivalents consisted of the following (in thousands): December 31, 2022 2021 Cash $ 58,754 $ 17,065 Cash equivalents 14,941 152,974 Total cash and cash equivalents $ 73,695 $ 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. December 31, 2022 2021 Cash and cash equivalents $ 73,695 $ 170,039 Restricted cash, current portion 12,565 12,105 Restricted cash, net of current portion — 460 Total restricted cash 12,565 12,565 Total cash and cash equivalents, and restricted cash $ 86,260 $ 182,604 Inventories consisted of the following (in thousands): December 31, 2022 2021 Raw materials $ 127,199 $ 65,225 Work in progress 21,153 25,062 Finished goods 13,518 18,269 Service parts 7,697 6,000 Total inventories $ 169,567 $ 114,556 The Company recorded a write-down of excess or obsolete inventories to cost of goods sold of $0.8 million, $1.9 million and $3.0 million in the years ended December 31, 2022, 2021 and 2020, respectively. For the year ended December 31, 2022, the Company recorded $7.7 million purchase commitment shortfall penalty to cost of goods sold associated with bus body inventory purchases. Property, plant, and equipment, net, consisted of the following (in thousands): December 31, 2022 2021 Computer hardware $ 5,465 $ 5,195 Computer software 11,012 9,561 Internally used vehicles and charging systems 15,177 16,459 Leased vehicles and batteries 5,142 6,863 Leasehold improvements 10,716 10,516 Machinery and equipment 28,942 28,302 Office furniture and equipment 2,523 1,861 Tooling 22,430 21,726 Finance lease right-of-use assets 179 179 Construction in progress 72,505 20,243 174,091 120,905 Less: Accumulated depreciation and amortization (66,539) (58,659) Total $ 107,552 $ 62,246 Construction in progress was comprised of various assets that are not available for their intended use as of the balance sheet date, and mainly related to the equipment and facility build out at the Powered 1 battery factory in Greer, South Carolina. Depreciation and amortization expense were $12.6 million, $15.7 million and $15.5 million for the years ended December 31, 2022, 2021 and 2020, respectively. Accrued liabilities consisted of the following (in thousands): December 31, 2022 2021 Accrued payroll and related expenses $ 8,647 $ 8,069 Accrued sales and use tax 1,784 885 Warranty reserve 8,406 8,116 Accrued supplier liability 7,699 — Insurance related liability 4,445 — Other accrued expenses 2,570 3,564 Total $ 33,551 $ 20,634 Other long-term liabilities consisted of the following (in thousands): December 31, 2022 2021 Warranty reserve $ 17,107 $ 15,158 Finance lease liabilities, non-current 57 87 Total $ 17,164 $ 15,245 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt, net of debt discount and issuance costs, consisted of the following (in thousands): March 31, 2023 December 31, 2022 Senior Credit Facility $ — $ — Convertible Notes Facility 177,735 122,692 Total debt $ 177,735 $ 122,692 Less debt, current 177,735 122,692 Debt, non-current $ — $ — 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 9, 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 percentage of eligible accounts receivable and inventory, subject to certain reserves, to be determined in accordance with the Senior Credit Facility. The Senior Credit Facility includes a $25.0 million letter of credit sub-line as of March 31, 2023. 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 certain other excluded assets. Borrowings under the Senior Credit Facility bore 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. On April 3, 2023, the Company entered into the Third Amendment to the Senior Credit Facility to replace the references of LIBOR in the loan document with Term SOFR, a rate based on the secured overnight financing rate as administered by the Federal Reserve Bank of New York as disclosed in Note 11, Subsequent Events. There was no outstanding balance for borrowings under the Senior Credit Facility as of March 31, 2023 and December 31, 2022. There was an aggregate of $20.1 million in letters of credit outstanding under the Senior Credit Facility as of March 31, 2023. Small Business Administration Loan In May 2020, the Company received Small Business Administration (the “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 the SBA’s interim final rule. The interest rate was 1.0% per annum. In May 2022, the SBA approved the Company’s PPP loan forgiveness application, and the PPP loan of $10.0 million was forgiven in full and the previously paid interest of approximately $0.2 million was refunded. A total of $10.2 million was recorded as gain on debt extinguishment in the Company’s consolidated statements of operations. Convertible Notes Facility In August 2020, Legacy Proterra issued $200.0 million aggregate principal of Convertible Notes with an initial maturity date on August 4, 2025. The Convertible Notes had a cash interest of 5.0% per annum payable at each quarter end and a paid-in-kind (“PIK”) interest of 4.5% per annum payable by increasing the principal balance at each quarter end. 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. The Convertible Notes are secured by substantially all of the assets of Legacy Proterra, including its intellectual property. 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 Company may not make prepayment unless approved by the required holders of the Convertible Notes. 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 (“Minimum Liquidity Covenant”) 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. See below for details regarding modifications to the Minimum Liquidity Covenant. 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 capital stock at an exercise price of $0.02 per share. The warrants were 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 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 was reclassified to stockholders’ equity. In the fourth quarter of 2021, all remaining outstanding warrants were exercised. 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 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 qualified 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. 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 volume-weighted average price (“VWAP”) of the common stock exceeds $9.86 over 20 consecutive days subsequent to January 13, 2022. The amortization expense of debt discount and issuance costs were $3.8 million and $3.3 million for the three months ended March 31, 2023 and 2022, respectively. The Company was not in compliance with the Minimum Liquidity Covenant of the Convertible Notes Facility as of December 31, 2022. The Company received a waiver of the Liquidity (as defined therein) requirement in February 2023 which provided for retroactive effect, so that no such event of default occurred in the year ended December 31, 2022. The audit report included in the Annual Report on Form 10-K (the “2022 Financials”) contained a going concern qualification. The Company’s inability to deliver audited financial statements certified by the Company’s independent registered public accounting firm without qualification (or similar notation) as to going concern is an event of default under both the Senior Credit Facility and the Convertible Notes Facility. On March 14, 2023, the Company obtained a limited advance waiver from the holders of the Convertible Notes with respect to the Going Concern Covenant until March 31, 2023. On March 31, 2023, the Company received a waiver for the Senior Credit Facility to consent to the delivery of the 2022 Financials with a going concern qualification and waived the cross default of the corresponding covenant under the Convertible Notes Facility in connection with the 2022 Financials. As a result, the Company was in compliance with the covenants contained in the Senior Credit Facility and Convertible Facility as of March 31, 2023. Amendment to the Convertible Notes Facility On March 31, 2023, the Company entered into an amendment to the Convertible Notes Facility, which includes amendments to the interest rate, maturity date, mandatory and optional conversion rights, limitations on the issuance of shares of the Company’s common stock upon conversion and the Company’s obligation to seek stockholder approvals as described below, minimum liquidity requirements and certain other covenants described in further detail below. Following such amendment on March 31, 2023, the Convertible Notes Facility provides for (i) a waiver of the Minimum Liquidity Covenant through May 31, 2024, requiring instead a minimum Liquidity of $125.0 million as of the last day of each quarter from March 31, 2023 through and including May 31, 2024, and (ii) a waiver of the requirement that the Company’s financial statements be certified by the Company’s auditor without qualification (or similar notation) as to going concern for the Company’s consolidated financial statements for fiscal years 2022 and 2023. After May 31, 2024, the Convertible Notes Facility requires the Company to maintain Liquidity at each 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. In addition, the Convertible Notes Facility contains an additional holding company covenant limiting the Company’s ability to engage in business, operations and activities other than as set forth in the Convertible Notes Facility. The Convertible Notes Facility extends the maturity date of the Convertible Notes to August 4, 2028, except with respect to $3.5 million original principal amount. The annual interest rate was increased to 12.0% per annum, consisting of 5.0% in cash and 7.0% PIK interest with the PIK default rate proportionally increased to 9.0%. The increased PIK interest on the Convertible Notes is to be accrued from March 17, 2023. Following the amendment on March 31, 2023, the Convertible Notes Facility amended the mandatory conversion provision in the existing Convertible Notes to provide for mandatory conversion only on or after March 31, 2024, if the daily VWAP of the Company’s common stock equals or exceeds (a) $15.00 after March 31, 2024 to but not including March 31, 2025, or (b) $12.00 after March 31, 2025, in each case, over a period of 20 consecutive trading days and providing that if the mandatory conversion trigger is met, to convert at a conversion price equal to (i) $4.00 until 1/3 of the aggregate balance of such Convertible Note (including all PIK interest and cash interest accrued but not paid) is converted, (ii) thereafter, $5.00 until 1/3 of the aggregate balance of the such Convertible Note is converted, and (iii) thereafter, $6.00. The conversion prices will be equitably adjusted to reflect any stock dividends, stock splits, reverse stock splits, recapitalizations or other similar events. In addition, following the amendment on March 31, 2023, under the terms of the Convertible Notes Facility, holders of the Convertible Notes shall have an additional option, at any time on or after March 31, 2024 until maturity of the Convertible Notes, to convert at a conversion price equal to (i) $4.00 until 1/3 of the aggregate balance of the such Convertible Note is converted, (ii) thereafter, $5.00 until 1/3 of the aggregate balance of the such Convertible Note is converted, and (iii) thereafter, $6.00, which conversion right shall be exercisable in whole or in part from time to time; provided, however, that if the Company consummates a Qualified Financing (as defined below), the holder, at its option, at any time or from time to time on or after March 31, 2024, may convert its Convertible Notes at a conversion price equal to 75% of the lowest per share cash purchase price of the common stock or preferred stock sold by Proterra in any Qualified Financing, subject to a $1.016 floor conversion price. “Qualified Financing” means, as of any date of determination, a bona fide equity financing, if any, on or after March 31, 2023, in which the Company or Proterra OpCo sells equity or equity-linked securities in a capital-raising transaction (which may include a public offering of the Company’s equity securities). Subject to certain exceptions, the Convertible Notes also restrict the Company’s ability to, among other things: dispose of or sell the Company’s assets; make material changes in the Company’s business or management, or accounting and reporting practices; acquire, consolidate, or merge with other entities; incur additional indebtedness; create liens on the Company’s assets; pay dividends; make investments; enter transactions with affiliates; and pre-pay other indebtedness. The Convertible Notes also contain customary events of default, including, among others, the failure to make any payment of principal (or any other payment) when due under the Convertible Notes within five The Convertible Notes Facility provides that no “person” or “group” (within the meaning of Section 13(d) of the Exchange Act) will be entitled to receive any of the Company’s common stock otherwise deliverable upon conversion of the Convertible Notes to the extent that such receipt would cause such person or group to become, directly or indirectly, a “beneficial owner” as defined in Rule 13d-3 under the Exchange Act of more than 40% of the Company’s common stock outstanding at such time (the “Beneficial Ownership Limitation”), and no conversion of the Convertible Notes shall take place to the extent (but only to the extent) that such receipt (or conversion) would cause any Note holder or its affiliates to beneficially own shares of the Company’s common stock in excess of the Beneficial Ownership Limitation. The Convertible Notes Facility also provides for certain limitations on the conversion rights of the holders of the Convertible Notes, including caps on the number of shares of common stock deliverable upon conversion subject to obtaining stockholder approval, as described below. The Company has agreed to use its best efforts to obtain stockholder approval of (i) the issuance of more than 19.99% of the Company’s outstanding common stock in accordance with Nasdaq listing standards (the “Nasdaq Proposal”) and (ii) an amendment to the Company’s certificate of incorporation to increase the number of authorized shares of common stock. Prior to the receipt of stockholder approval of the Nasdaq Proposal, the maximum number of shares of common stock that may be issued upon conversions of the Convertible Notes will be 45,257,360 shares. If stockholder approval of the Nasdaq Proposal is obtained, until and unless the Company receives stockholder approval of an amendment to the Company’s certificate of incorporation to increase the number of authorized shares of the Company’s common stock, the maximum number of shares of common stock that may be issued upon conversions of the Convertible Notes will be 177,782,000 shares. If the Company receives both stockholder approvals, the number of shares of the Company’s common stock that may be issued upon conversion of the Convertible Notes will be limited by the number of authorized and available shares, subject to the Beneficial Ownership Limitation described above. The Company is obligated to use best efforts to seek the above stockholder approvals as promptly as practicable and no later than the Company’s 2023 annual meeting of stockholders; provided that if such stockholder approvals are not received at the Company’s 2023 annual meeting of stockholders, the Company is obligated to call a special meeting of stockholders every 6 months until such stockholder approvals are received. For any additional shares exceeding the 45,257,360 or 177,782,000 share limits set forth above, the Convertible Notes holders have the right to elect either (x) to rescind the conversion with respect to (and only with respect to) the portion of the balance of the Convertible Notes that relates to the number of shares of the Company’s common stock exceeding the applicable limitations (the “Excess Shares”), or (y) for the Company to pay to such Convertible Note holder an amount equal to the product of (A) the number of Excess Shares, multiplied by (B) the simple average of the daily VWAP of the common stock for the 20 consecutive trading days ending on and including the trading day immediately preceding the applicable conversion date. Immediately prior to the amendment to the Convertible Notes Facility, the Convertible Notes, net of debt discount and issuance costs, consisted of the following (in thousands): March 31, 2023 December 31, 2022 Principal $ 153,500 $ 153,500 PIK interest 19,196 17,301 Total principal 172,696 170,801 Less debt discount and issuance costs (44,275) (48,109) Total Convertible Notes $ 128,421 $ 122,692 In accordance with ASC Topic No. 470-50, Debt – Modifications and Extinguishments, the amendment to the Convertible Notes Facility on March 31, 2023 was determined to be an extinguishment of the existing debt and an issuance of new debt upon the effectiveness of the amendment to the Convertible Notes Facility on March 31, 2023. The new debt is initially recorded at its fair value of $313.4 million, and a loss on debt extinguishment is calculated as the difference between the fair value of the new debt, the net carrying amount of the old debt, and other adjustments required under US GAAP. The Company recorded a loss on debt extinguishment of $177.9 million in the condensed consolidated statements of operations and the $7.2 million fair value of the mandatory conversion feature under the Convertible Notes immediately prior to the amendment to the Convertible Notes Facility were recorded to offset stockholders’ equity in accordance with Topic 815, Derivatives and Hedging. The embedded features in the Convertible Notes are composed of conversion options that had the economic characteristics of a contingent early redemption feature settled in a variable number of shares of the Company’s common stock. These conversion options were bifurcated and accounted for as a derivative liability separately from the host debt instrument. As of March 31, 2023, the fair value of derivative liability of $135.7 million was recorded as debt discount on the condensed consolidated balance sheets, which will be amortized during the term of the Convertible Notes to interest expense using the effective-interest method. The derivative liability will be remeasured on a recurring basis at each reporting period date, with the change in fair value reported in the statement of operations. Upon effectiveness of the amendment to the Convertible Notes Facility as of March 31, 2023, the Convertible Notes, inclusive of debt premium, consisted of the following (in thousands): March 31, 2023 Principal $ 153,500 PIK interest 19,371 Total principal 172,871 Plus debt premium 4,864 Total Convertible Notes $ 177,735 As of March 31, 2023, the contractual future principal repayments of the total debt were as follows (in thousands): 2023 $ — 2025 (1) 3,941 2028 (1) 168,930 Total debt $ 172,871 __________________ (1) Including PIK interest added to principal balance through March 31, 2023. Based on the current price of the Company’s common stock, the holders of Convertible Notes could potentially have the right to elect cash payment for any Excess Shares upon conversion as early as March 31, 2024 if the Company were to complete a Qualified Financing transaction. As a result, even though the Convertible Notes have a maturity date beyond 12 months from March 31, 2023, the related liabilities were classified as current liability on the Company’s condensed consolidated balance sheets as of March 31, 2023. Debt, net of debt discount and issuance costs, consisted of the following (in thousands): December 31, 2022 2021 PPP loan $ — $ 10,000 Convertible Notes 122,692 100,999 Total debt 122,692 110,999 Less debt, current 122,692 — Debt, non-current $ — $ 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 $20.0 million letter of credit sub-line as of December 31, 2022. 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 under the Senior Credit Facility as of December 31, 2022 and 2021. There was an aggregate of $17.6 million of letters of credit outstanding as of December 31, 2022. Small Business Administration Loan In May 2020, the Company received Small Business Administration (the “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 the SBA’s interim final rule. In May 2022, the SBA approved the Company’s PPP loan forgiveness application, and the PPP loan of $10.0 million was forgiven in full, and the previously paid interest of approximately $0.2 million was refunded. A total of $10.2 million was recorded as gain on debt extinguishment in the Company’s consolidated statements of operations. Convertible Notes In August 2020, the Company entered into a Note Purchase Agreement for Secured Convertible Promissory Notes (the “Convertible Notes”). The Convertible Notes had an aggregate principal amount of $200.0 million, with 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 (“Minimum Liquidity Covenant”) 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. 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 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.A summary of the changes of the derivative liability is as follows (in thousands): Derivative liability Fair value as of December 31, 2020 $ 70,870 Change in fair value 111,684 Reclassification of liability upon the reverse recapitalization (182,554) Fair value as of December 31, 2021 $ — 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. 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 volume-weighted average price (VWAP) of the common stock exceeds $9.86 over 20 consecutive days subsequent to January 13, 2022. The amortization expense of debt discount and issuance costs was $14.2 million, $34.7 million and $5.6 million for the years ended December 31, 2022, 2021 and 2020, respectively. The Convertible Notes, net of debt discount and issuance costs, consisted of the following (in thousands): December 31, 2022 2021 Principal $ 153,500 $ 153,500 PIK interest 17,301 9,826 Total principal 170,801 163,326 Less debt discount and issuance costs (48,109) (62,327) Total Convertible Notes $ 122,692 $ 100,999 The Company was not in compliance with the Minimum Liquidity Covenant of the Convertible Notes as of December 31, 2022. The Company received a waiver of the Liquidity (as defined therein) requirement in February 2023 which provides for retroactive effect, so that no such event of default occurred in the year ended December 31, 2022. Refer to Note 15, Subsequent Events for details. However, the Company has not obtained a waiver of the Minimum Liquidity Covenant for any future periods, and as a result of anticipated operating cash outflows from operation, capital investment at the Powered 1 battery factory, and incre |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases As a Lessor The net investment in leases were as follows (in thousands): March 31, 2023 December 31, 2022 Net investment in leases, current $ 872 $ 985 Net investment in leases, non-current 9,173 9,304 Total net investment in leases $ 10,045 $ 10,289 Interest income from accretion of net investment in lease was not material in the three months ended March 31, 2023 or 2022. Future minimum payments receivable from operating and sales-type leases as of March 31, 2023 for each of the next five years were as follows: Operating leases Sales-type leases Remainder of 2023 $ 279 $ 580 2024 — 1,010 2025 — 1,528 2026 — 1,528 2027 — 1,528 Thereafter — 4,013 Total minimum lease payments $ 279 $ 10,187 As a Lessee The Company leases its office and manufacturing related facilities in Burlingame and City of Industry, California, Greenville and Greer, South Carolina, and Rochester Hills, Michigan under operating lease agreements with various expiration dates from 2023 through 2033. The Company had no material finance leases as of March 31, 2023. Maturities of operating lease liabilities as of March 31, 2023 were as follows (in thousands): Remainder of 2023 $ 6,122 2024 4,224 2025 3,487 2026 2,615 2027 2,238 Thereafter 9,858 Total undiscounted lease payment 28,544 Less: imputed interest (5,305) Total operating lease liabilities $ 23,239 Operating lease expense was $2.1 million and $1.5 million for the three months ended March 31, 2023 and 2022, respectively. Short-term and variable lease expenses for the three months ended March 31, 2023 and 2022 were not material. Supplemental cash flow information related to leases were as follows (in thousands): Three Months Ended March 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ (2,082) $ (1,377) Lease liabilities arising from obtaining right-of-use assets: Operating lease $ — $ 25 Finance lease 699 — Operating lease right-of-use assets and liabilities consisted of the following (in thousands): March 31, 2023 December 31, 2022 Operating leases Operating lease right-of-use assets $ 18,661 $ 20,274 Operating lease liabilities, current 5,998 6,876 Operating lease liabilities, non-current 17,241 18,098 Total operating lease liabilities $ 23,239 $ 24,974 The weighted average remaining lease term and discount rate of operating leases were 6.4 years and 6.1%, respectively, as of March 31, 2023. The weighted average remaining lease term and discount rate of operating leases were 6.4 years and 6.2%, respectively, as of December 31, 2022. As of March 31, 2023, the Company had no significant additional operating leases and finance leases that have not yet commenced. As a Lessor The net investment in leases were as follows: December 31, 2022 2021 Net investment in leases, current $ 985 $ 411 Net investment in leases, non-current 9,304 5,179 Total net investment in leases $ 10,289 $ 5,590 Interest income from accretion of net investment in lease is not material in the years ended December 31, 2022, 2021 and 2020. Future minimum payments receivable from operating and sales-type leases as of December 31, 2022 for each of the next five years were as follows: Operating leases Sales-type leases 2023 $ 384 $ 749 2024 — 1,010 2025 — 1,528 2026 — 1,528 2027 — 1,528 Thereafter — 4,013 Total minimum lease payments $ 384 $ 10,356 As a Lessee The Company leases its headquarters in Burlingame, California, and manufacturing related facilities in Burlingame and City of Industry, California, Greenville and Greer, South Carolina, and Rochester Hills, Michigan under operating lease agreements with various expiration dates from 2023 through 2033. The Company had no material capital leases as of December 31, 2022. Maturities of operating lease liabilities as of December 31, 2022 were as follows (in thousands): 2023 $ 8,203 2024 4,224 2025 3,487 2026 2,615 2027 2,238 Thereafter 9,858 Total undiscounted lease payment 30,625 Less: imputed interest (5,651) Total lease liabilities $ 24,974 Operating lease expense was $7.3 million, $4.2 million, and $4.0 million for the years ended December 31, 2022, 2021 and 2020, respectively. Short-term and variable lease expenses for the years ended December 31, 2022, 2021 and 2020 were not material. Supplemental cash flow information related to leases were as follows (in thousands): Year Ended December 31 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ (7,053) $ (4,209) $ (3,855) Lease liabilities arising from obtaining right-of-use assets: Operating lease $ 5,534 $ 17,573 $ 7 Operating lease right-of-use assets and liabilities consisted of the following (in thousands): December 31, 2022 2021 Operating leases Operating lease right-of-use assets $ 20,274 $ 24,282 Operating lease liabilities, current $ 6,876 $ 4,084 Operating lease liabilities, non-current 18,098 20,963 Total operating lease liabilities $ 24,974 $ 25,047 The weighted average remaining lease term and discount rate of operating leases were 6.4 years and 6.2%, respectively, as of December 31, 2022. The weighted average remaining lease term and discount rate of operating leases were 7.6 years and 5.8%, respectively, as of December 31, 2021. As of December 31, 2022, the Company had no significant finance leases and no significant additional leases that have not yet commenced. |
Leases | Leases As a Lessor The net investment in leases were as follows (in thousands): March 31, 2023 December 31, 2022 Net investment in leases, current $ 872 $ 985 Net investment in leases, non-current 9,173 9,304 Total net investment in leases $ 10,045 $ 10,289 Interest income from accretion of net investment in lease was not material in the three months ended March 31, 2023 or 2022. Future minimum payments receivable from operating and sales-type leases as of March 31, 2023 for each of the next five years were as follows: Operating leases Sales-type leases Remainder of 2023 $ 279 $ 580 2024 — 1,010 2025 — 1,528 2026 — 1,528 2027 — 1,528 Thereafter — 4,013 Total minimum lease payments $ 279 $ 10,187 As a Lessee The Company leases its office and manufacturing related facilities in Burlingame and City of Industry, California, Greenville and Greer, South Carolina, and Rochester Hills, Michigan under operating lease agreements with various expiration dates from 2023 through 2033. The Company had no material finance leases as of March 31, 2023. Maturities of operating lease liabilities as of March 31, 2023 were as follows (in thousands): Remainder of 2023 $ 6,122 2024 4,224 2025 3,487 2026 2,615 2027 2,238 Thereafter 9,858 Total undiscounted lease payment 28,544 Less: imputed interest (5,305) Total operating lease liabilities $ 23,239 Operating lease expense was $2.1 million and $1.5 million for the three months ended March 31, 2023 and 2022, respectively. Short-term and variable lease expenses for the three months ended March 31, 2023 and 2022 were not material. Supplemental cash flow information related to leases were as follows (in thousands): Three Months Ended March 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ (2,082) $ (1,377) Lease liabilities arising from obtaining right-of-use assets: Operating lease $ — $ 25 Finance lease 699 — Operating lease right-of-use assets and liabilities consisted of the following (in thousands): March 31, 2023 December 31, 2022 Operating leases Operating lease right-of-use assets $ 18,661 $ 20,274 Operating lease liabilities, current 5,998 6,876 Operating lease liabilities, non-current 17,241 18,098 Total operating lease liabilities $ 23,239 $ 24,974 The weighted average remaining lease term and discount rate of operating leases were 6.4 years and 6.1%, respectively, as of March 31, 2023. The weighted average remaining lease term and discount rate of operating leases were 6.4 years and 6.2%, respectively, as of December 31, 2022. As of March 31, 2023, the Company had no significant additional operating leases and finance leases that have not yet commenced. As a Lessor The net investment in leases were as follows: December 31, 2022 2021 Net investment in leases, current $ 985 $ 411 Net investment in leases, non-current 9,304 5,179 Total net investment in leases $ 10,289 $ 5,590 Interest income from accretion of net investment in lease is not material in the years ended December 31, 2022, 2021 and 2020. Future minimum payments receivable from operating and sales-type leases as of December 31, 2022 for each of the next five years were as follows: Operating leases Sales-type leases 2023 $ 384 $ 749 2024 — 1,010 2025 — 1,528 2026 — 1,528 2027 — 1,528 Thereafter — 4,013 Total minimum lease payments $ 384 $ 10,356 As a Lessee The Company leases its headquarters in Burlingame, California, and manufacturing related facilities in Burlingame and City of Industry, California, Greenville and Greer, South Carolina, and Rochester Hills, Michigan under operating lease agreements with various expiration dates from 2023 through 2033. The Company had no material capital leases as of December 31, 2022. Maturities of operating lease liabilities as of December 31, 2022 were as follows (in thousands): 2023 $ 8,203 2024 4,224 2025 3,487 2026 2,615 2027 2,238 Thereafter 9,858 Total undiscounted lease payment 30,625 Less: imputed interest (5,651) Total lease liabilities $ 24,974 Operating lease expense was $7.3 million, $4.2 million, and $4.0 million for the years ended December 31, 2022, 2021 and 2020, respectively. Short-term and variable lease expenses for the years ended December 31, 2022, 2021 and 2020 were not material. Supplemental cash flow information related to leases were as follows (in thousands): Year Ended December 31 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ (7,053) $ (4,209) $ (3,855) Lease liabilities arising from obtaining right-of-use assets: Operating lease $ 5,534 $ 17,573 $ 7 Operating lease right-of-use assets and liabilities consisted of the following (in thousands): December 31, 2022 2021 Operating leases Operating lease right-of-use assets $ 20,274 $ 24,282 Operating lease liabilities, current $ 6,876 $ 4,084 Operating lease liabilities, non-current 18,098 20,963 Total operating lease liabilities $ 24,974 $ 25,047 The weighted average remaining lease term and discount rate of operating leases were 6.4 years and 6.2%, respectively, as of December 31, 2022. The weighted average remaining lease term and discount rate of operating leases were 7.6 years and 5.8%, respectively, as of December 31, 2021. As of December 31, 2022, the Company had no significant finance leases and no significant additional leases that have not yet commenced. |
Leases | Leases As a Lessor The net investment in leases were as follows (in thousands): March 31, 2023 December 31, 2022 Net investment in leases, current $ 872 $ 985 Net investment in leases, non-current 9,173 9,304 Total net investment in leases $ 10,045 $ 10,289 Interest income from accretion of net investment in lease was not material in the three months ended March 31, 2023 or 2022. Future minimum payments receivable from operating and sales-type leases as of March 31, 2023 for each of the next five years were as follows: Operating leases Sales-type leases Remainder of 2023 $ 279 $ 580 2024 — 1,010 2025 — 1,528 2026 — 1,528 2027 — 1,528 Thereafter — 4,013 Total minimum lease payments $ 279 $ 10,187 As a Lessee The Company leases its office and manufacturing related facilities in Burlingame and City of Industry, California, Greenville and Greer, South Carolina, and Rochester Hills, Michigan under operating lease agreements with various expiration dates from 2023 through 2033. The Company had no material finance leases as of March 31, 2023. Maturities of operating lease liabilities as of March 31, 2023 were as follows (in thousands): Remainder of 2023 $ 6,122 2024 4,224 2025 3,487 2026 2,615 2027 2,238 Thereafter 9,858 Total undiscounted lease payment 28,544 Less: imputed interest (5,305) Total operating lease liabilities $ 23,239 Operating lease expense was $2.1 million and $1.5 million for the three months ended March 31, 2023 and 2022, respectively. Short-term and variable lease expenses for the three months ended March 31, 2023 and 2022 were not material. Supplemental cash flow information related to leases were as follows (in thousands): Three Months Ended March 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ (2,082) $ (1,377) Lease liabilities arising from obtaining right-of-use assets: Operating lease $ — $ 25 Finance lease 699 — Operating lease right-of-use assets and liabilities consisted of the following (in thousands): March 31, 2023 December 31, 2022 Operating leases Operating lease right-of-use assets $ 18,661 $ 20,274 Operating lease liabilities, current 5,998 6,876 Operating lease liabilities, non-current 17,241 18,098 Total operating lease liabilities $ 23,239 $ 24,974 The weighted average remaining lease term and discount rate of operating leases were 6.4 years and 6.1%, respectively, as of March 31, 2023. The weighted average remaining lease term and discount rate of operating leases were 6.4 years and 6.2%, respectively, as of December 31, 2022. As of March 31, 2023, the Company had no significant additional operating leases and finance leases that have not yet commenced. As a Lessor The net investment in leases were as follows: December 31, 2022 2021 Net investment in leases, current $ 985 $ 411 Net investment in leases, non-current 9,304 5,179 Total net investment in leases $ 10,289 $ 5,590 Interest income from accretion of net investment in lease is not material in the years ended December 31, 2022, 2021 and 2020. Future minimum payments receivable from operating and sales-type leases as of December 31, 2022 for each of the next five years were as follows: Operating leases Sales-type leases 2023 $ 384 $ 749 2024 — 1,010 2025 — 1,528 2026 — 1,528 2027 — 1,528 Thereafter — 4,013 Total minimum lease payments $ 384 $ 10,356 As a Lessee The Company leases its headquarters in Burlingame, California, and manufacturing related facilities in Burlingame and City of Industry, California, Greenville and Greer, South Carolina, and Rochester Hills, Michigan under operating lease agreements with various expiration dates from 2023 through 2033. The Company had no material capital leases as of December 31, 2022. Maturities of operating lease liabilities as of December 31, 2022 were as follows (in thousands): 2023 $ 8,203 2024 4,224 2025 3,487 2026 2,615 2027 2,238 Thereafter 9,858 Total undiscounted lease payment 30,625 Less: imputed interest (5,651) Total lease liabilities $ 24,974 Operating lease expense was $7.3 million, $4.2 million, and $4.0 million for the years ended December 31, 2022, 2021 and 2020, respectively. Short-term and variable lease expenses for the years ended December 31, 2022, 2021 and 2020 were not material. Supplemental cash flow information related to leases were as follows (in thousands): Year Ended December 31 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ (7,053) $ (4,209) $ (3,855) Lease liabilities arising from obtaining right-of-use assets: Operating lease $ 5,534 $ 17,573 $ 7 Operating lease right-of-use assets and liabilities consisted of the following (in thousands): December 31, 2022 2021 Operating leases Operating lease right-of-use assets $ 20,274 $ 24,282 Operating lease liabilities, current $ 6,876 $ 4,084 Operating lease liabilities, non-current 18,098 20,963 Total operating lease liabilities $ 24,974 $ 25,047 The weighted average remaining lease term and discount rate of operating leases were 6.4 years and 6.2%, respectively, as of December 31, 2022. The weighted average remaining lease term and discount rate of operating leases were 7.6 years and 5.8%, respectively, as of December 31, 2021. As of December 31, 2022, the Company had no significant finance leases and no significant additional leases that have not yet commenced. |
Leases | Leases As a Lessor The net investment in leases were as follows (in thousands): March 31, 2023 December 31, 2022 Net investment in leases, current $ 872 $ 985 Net investment in leases, non-current 9,173 9,304 Total net investment in leases $ 10,045 $ 10,289 Interest income from accretion of net investment in lease was not material in the three months ended March 31, 2023 or 2022. Future minimum payments receivable from operating and sales-type leases as of March 31, 2023 for each of the next five years were as follows: Operating leases Sales-type leases Remainder of 2023 $ 279 $ 580 2024 — 1,010 2025 — 1,528 2026 — 1,528 2027 — 1,528 Thereafter — 4,013 Total minimum lease payments $ 279 $ 10,187 As a Lessee The Company leases its office and manufacturing related facilities in Burlingame and City of Industry, California, Greenville and Greer, South Carolina, and Rochester Hills, Michigan under operating lease agreements with various expiration dates from 2023 through 2033. The Company had no material finance leases as of March 31, 2023. Maturities of operating lease liabilities as of March 31, 2023 were as follows (in thousands): Remainder of 2023 $ 6,122 2024 4,224 2025 3,487 2026 2,615 2027 2,238 Thereafter 9,858 Total undiscounted lease payment 28,544 Less: imputed interest (5,305) Total operating lease liabilities $ 23,239 Operating lease expense was $2.1 million and $1.5 million for the three months ended March 31, 2023 and 2022, respectively. Short-term and variable lease expenses for the three months ended March 31, 2023 and 2022 were not material. Supplemental cash flow information related to leases were as follows (in thousands): Three Months Ended March 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ (2,082) $ (1,377) Lease liabilities arising from obtaining right-of-use assets: Operating lease $ — $ 25 Finance lease 699 — Operating lease right-of-use assets and liabilities consisted of the following (in thousands): March 31, 2023 December 31, 2022 Operating leases Operating lease right-of-use assets $ 18,661 $ 20,274 Operating lease liabilities, current 5,998 6,876 Operating lease liabilities, non-current 17,241 18,098 Total operating lease liabilities $ 23,239 $ 24,974 The weighted average remaining lease term and discount rate of operating leases were 6.4 years and 6.1%, respectively, as of March 31, 2023. The weighted average remaining lease term and discount rate of operating leases were 6.4 years and 6.2%, respectively, as of December 31, 2022. As of March 31, 2023, the Company had no significant additional operating leases and finance leases that have not yet commenced. As a Lessor The net investment in leases were as follows: December 31, 2022 2021 Net investment in leases, current $ 985 $ 411 Net investment in leases, non-current 9,304 5,179 Total net investment in leases $ 10,289 $ 5,590 Interest income from accretion of net investment in lease is not material in the years ended December 31, 2022, 2021 and 2020. Future minimum payments receivable from operating and sales-type leases as of December 31, 2022 for each of the next five years were as follows: Operating leases Sales-type leases 2023 $ 384 $ 749 2024 — 1,010 2025 — 1,528 2026 — 1,528 2027 — 1,528 Thereafter — 4,013 Total minimum lease payments $ 384 $ 10,356 As a Lessee The Company leases its headquarters in Burlingame, California, and manufacturing related facilities in Burlingame and City of Industry, California, Greenville and Greer, South Carolina, and Rochester Hills, Michigan under operating lease agreements with various expiration dates from 2023 through 2033. The Company had no material capital leases as of December 31, 2022. Maturities of operating lease liabilities as of December 31, 2022 were as follows (in thousands): 2023 $ 8,203 2024 4,224 2025 3,487 2026 2,615 2027 2,238 Thereafter 9,858 Total undiscounted lease payment 30,625 Less: imputed interest (5,651) Total lease liabilities $ 24,974 Operating lease expense was $7.3 million, $4.2 million, and $4.0 million for the years ended December 31, 2022, 2021 and 2020, respectively. Short-term and variable lease expenses for the years ended December 31, 2022, 2021 and 2020 were not material. Supplemental cash flow information related to leases were as follows (in thousands): Year Ended December 31 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ (7,053) $ (4,209) $ (3,855) Lease liabilities arising from obtaining right-of-use assets: Operating lease $ 5,534 $ 17,573 $ 7 Operating lease right-of-use assets and liabilities consisted of the following (in thousands): December 31, 2022 2021 Operating leases Operating lease right-of-use assets $ 20,274 $ 24,282 Operating lease liabilities, current $ 6,876 $ 4,084 Operating lease liabilities, non-current 18,098 20,963 Total operating lease liabilities $ 24,974 $ 25,047 The weighted average remaining lease term and discount rate of operating leases were 6.4 years and 6.2%, respectively, as of December 31, 2022. The weighted average remaining lease term and discount rate of operating leases were 7.6 years and 5.8%, respectively, as of December 31, 2021. As of December 31, 2022, the Company had no significant finance leases and no significant additional leases that have not yet commenced. |
Commitment and Contingencies
Commitment and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase Commitments As of March 31, 2023, the Company had outstanding inventory and other purchase commitments of $2.1 billion. Most of the commitments relate to the expected purchase of cylindrical cells to be manufactured at a yet to be built LG Energy Solution battery cell plant in the United States, pursuant to a long-term supply agreement through 2028. The terms of the agreement require the Company to make certain prepayments that vary in size and that are made as milestones are met on the construction of the US facility. As of March 31, 2023, the Company has made a $10.0 million prepayment, which was recorded as the long-term inventory prepayment on the consolidated balance sheets. The Company expects the next prepayment to be made within the next six to twelve months. The prepayments will be recouped by the Company by offsetting a predetermined amount per unit on cells purchased from LG Energy Solution. Letters of Credit As of March 31, 2023, the Company had letters of credit outstanding totaling $20.2 million, which will expire over various dates in 2023 and 2024. Legal Proceedings The Company accrues contingent liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. From time to time in the normal course of business, various claims and litigation have been asserted or commenced. Due to uncertainties inherent in litigation and other claims, the Company can give no assurance that it will prevail in any such matters, which could subject the Company to significant liability or damages. Any claims or litigation could have an adverse effect on the Company’s business, financial position, operating results, or cash flows in or following the period that claims or litigation are resolved. As of March 31, 2023 and December 31, 2022, the Company was not a party to any legal proceedings that would have a material adverse effect on its business. Purchase Commitments As of December 31, 2022, the Company had outstanding inventory and other purchase commitments of $2.2 billion. Most of the commitments relate to the expected purchase of cylindrical cells manufactured at a yet to be built LG Energy Solution battery cell plant in the United States, pursuant to a long-term supply agreement through 2028. The terms of the agreement require the Company to make certain prepayments that vary in size and that are made as milestones are met on the construction of the US facility. As of December 31, 2022, the Company has made a $10.0 million prepayment, which was recorded as the long-term inventory prepayment on the consolidated balance sheets. The Company expects the next prepayment to be made within the next six Letters of Credit As of December 31, 2022, the Company had letters of credit outstanding totaling $17.8 million, which will expire over various dates in 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. As of December 31, 2022, the Company was not a party to any legal proceedings that would have a material adverse effect on its business. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity 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 consist of 500,000,000 shares of common stock and 10,000,000 shares of preferred stock. As of March 31, 2023, 226,852,590 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. As of March 31, 2023, the Company had reserved shares of common stock for issuance as follows (in thousands): 2010 Equity Incentive Plan 16,331 2021 Equity Incentive Plan 29,251 2021 Employee Stock Purchase Plan 5,463 Warrants 1 Earnout Stock 18,009 Convertible notes 45,257 Total 114,312 As of December 31, 2022, the Company had reserved shares of common stock for issuance as follows (in thousands): 2010 Equity Incentive Plan 16,643 2021 Equity Incentive Plan 20,476 2021 Employee Stock Purchase Plan 3,200 Warrants 1 Earnout Stock 18,009 Convertible notes 26,316 Total 84,645 |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Warrants | Warrants Public Warrants and Private Placement Warrants The public warrants and private placement warrants were issued in connection with ArcLight’s initial public offering. Public warrants were only exercisable for a whole number of shares of common stock at a price of $11.50 per share, subject to adjustment, at any time commencing on September 25, 2021. The warrants were to expire June 14, 2026 or earlier upon redemption or liquidation. The private placement warrants had terms and provisions that were identical to those of the public warrants, but were not transferable, assignable or salable until July 14, 2021, except pursuant to limited exceptions. The public warrants and private placement warrants were classified as liabilities as they did not meet the requirements for equity classification under Topic 815, Derivatives and Hedging. Immediately prior to the Closing, the warrant liability was $84.6 million for the public warrants and $57.6 million for the private placement warrants. Such warrants were measured at fair value, subject to remeasurement at each balance sheet date. On September 27, 2021, the Company announced that it would be redeeming all of its outstanding public warrants and private placement warrants (collectively, the “Warrants”) based on the terms in the Amended and Restated Warrant Agreement dated June 14, 2021. On October 29, 2021 (the “Redemption Date”), any Warrants that remained unexercised became void and no longer exercisable, and the holders of those Warrants were entitled to receive only the redemption price of $0.10 per Warrant. In connection with the redemption, holders of Warrants had the option to either exercise the Warrants in cash or on a “cashless” basis to receive 0.255 shares of common stock per warrant. In October 2021, 10,599 public warrants were exercised for cash resulting in the issuance of 10,599 shares of common stock for an aggregate exercise price of $121,889, 13,436,250 public warrants and 7,550,000 private placement warrants were exercised on a cashless basis resulting in the issuance of 5,351,231 shares of common stock, and 428,145 public warrants were redeemed for cash for an aggregate redemption price of $42,815. In connection with the warrant exercise and redemption, $53.4 million of the carrying amount of the warrant liability was reclassified to stockholder’s equity. Other Warrants As of December 31, 2022, the Company had 892 common stock warrants outstanding exchanged from Legacy Proterra warrants. Activity of warrants in the year ended December 31, 2021 is as follows: Public warrants Private placement warrants Other warrants Total warrants Outstanding as of December 31, 2020 (1) — — 5,104,030 5,104,030 Issued as part of the Merger 13,874,994 7,550,000 — 21,424,994 Exercised (2) (13,446,849) (7,550,000) (5,103,138) (26,099,987) Redeemed (428,145) — — (428,145) Outstanding as of December 31, 2021 — — 892 892 __________________ (1) Including 4,562,533 warrants issued to the holders of Convertible Notes as described in Note 6. (2) An aggregate of 10,348,690 shares of common stock were issued from warrant exercise. A summary of the changes of the warrant liabilities in the year ended December 31, 2021 is as follows (in thousands): Legacy Proterra warrant liability Private placement warrant liability Public warrant liability Fair value as of December 31, 2020 $ 39,670 $ — $ — Warrant liability acquired as part of the reverse recapitalization — 57,610 84,640 Change in fair value 47,346 (38,589) (50,264) Reclassification of liability upon the reverse recapitalization (69,320) — — Reclassification of liability upon exercise of warrants (17,696) (19,021) (34,376) Fair value as of December 31, 2021 $ — $ — $ — The change in fair value of warrant liabilities was recorded in the statement of operations. |
Equity Plans and Stock-based Co
Equity Plans and Stock-based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Plans and Stock-based Compensation | Equity Plans and Stock-based Compensation 2010 Equity Incentive Plan In 2010, Legacy Proterra adopted the 2010 Equity Incentive Plan (the “2010 Plan”), which provided for the grant of stock options, stock appreciation rights, restricted stock, and restricted stock units. Upon Closing, the then outstanding options under the 2010 Plan were converted into options exercisable to purchase an aggregate of 22,532,619 shares of common stock. Following the Closing, such options continue to be subject to the terms of the 2010 Plan and applicable award agreements; however, no further awards can be granted under the 2010 Plan. As of March 31, 2023, options to purchase 16,331,367 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, 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 increases 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 and 2023, the shares of common stock reserved for issuance were increased by 8,878,388 and 9,050,606, respectively, pursuant to the 2021 Plan. The exercise price of stock options granted must be at least equal to the fair market value of common stock on the date of grant. Incentive stock options granted to an individual who holds, directly or by attribution, more than ten percent of the total combined voting power of all classes of capital stock must have an exercise price of at least 110% of the fair market value of common stock on the date of grant. Subject to certain adjustments, no more than 30,000,000 shares may be issued pursuant to the exercise of incentive stock options granted under the 2021 Plan. The maximum term of options granted is ten years from the date of grant, except that the maximum permitted term of incentive stock options granted to an individual who holds, directly or by attribution, more than ten percent of the total combined voting power of all classes of capital stock is five years from the date of grant. Stock option and RSU awards generally vest annually over a four-year period. 2021 Employee Stock Purchase Plan Proterra’s 2021 Employee Stock Purchase Plan (the “ESPP”), including the authorization of the initial share reserve thereunder, was adopted by the ArcLight Board prior to the Closing, approved by ArcLight’s shareholders on June 11, 2021, and became effective upon the Closing Date. An aggregate of 1,630,000 shares of common stock were reserved and available for sale under the ESPP. The aggregate number of shares reserved for sale under the ESPP increases 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 and 2023, the shares of common stock reserved for issuance were increased by 2,219,597 and 2,262,651, respectively, pursuant to the ESPP. The ESPP allows eligible employees to purchase shares of 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 first offering period started in the fourth quarter of 2021. 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, 2023 and 2022, respectively. 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, 2022 (1) 14,256,697 4.32 5.5 $ 9,469 Granted 2,075,398 1.50 Exercised (57,036) 1.98 Cancelled/forfeited/expired (362,967) 6.67 Balance as of March 31, 2023 (1) 15,912,092 3.91 5.6 $ 372 Exercisable as of March 31, 2023 (2) 12,216,812 3.96 4.5 $ 331 __________________ (1) Excluding Equity Awards of 2,677,500 shares and Milestone Options of 669,375 shares. See below for further details. (2) Excluding 2,008,124 shares exercisable under the Equity Awards with weighted average exercise price of $19.61 per share as of March 31, 2023. In March 2020, in conjunction with Mr. Allen’s appointment as the then President and Chief Executive Officer, the board of directors of Legacy Proterra 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 four years, (2) 2,677,500 shares of a time-based award consisting of four tranches with an exercise price of $11.21, $16.81, $22.41 and $28.02 per share, respectively, and vesting quarterly over four 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 $0.1 million for the three months ended March 31, 2023. The total estimated grant date fair value of stock options vested was $2.4 million for the three months ended March 31, 2023. As of March 31, 2023, the total unrecognized stock-based compensation expense related to outstanding stock options was $11.7 million, which is expected to be recognized over a weighted-average period of 2.6 years. The fair value of stock options granted is estimated on the date of grant using the following assumptions: Three Months Ended March 31, 2023 2022 Expected term (in years) 6.3 6.1 Risk-free interest rate 3.6 % 1.9 % Expected volatility 55.1 % 55.0 % 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 Balance as of December 31, 2022 5,733,227 $ 7.07 Granted 3,825,133 1.75 Released (530,393) 0.01 Forfeited (521,679) 0.01 Balance as of March 31, 2023 8,506,288 $ 4.63 The compensation expense related to the service-based RSU awards is determined using the fair market value of the Company’s common stock on the date of the grant. As of March 31, 2023, the total unrecognized stock-based compensation expense related to outstanding RSUs was $34.2 million, which is expected to be recognized over a weighted-average period of 3.2 years. Stock-based Compensation Expense Stock-based compensation expense included in operating results was as follows (in thousands): Three Months Ended March 31, 2023 2022 Cost of goods sold $ 305 $ 516 Research and development 1,192 993 Selling, general and administrative 2,817 3,133 Total stock-based compensation expense $ 4,314 $ 4,642 2010 Equity Incentive Plan In 2010, Legacy Proterra adopted the 2010 Equity Incentive Plan (the “2010 Plan”), which provided for the grant of stock options, stock appreciation rights, restricted stock, and restricted stock units. Upon Closing, the then outstanding options under the 2010 Plan were converted into options exercisable to purchase an aggregate of 22,532,619 shares of common stock. Following the Closing, such options continue to be subject to the terms of the 2010 Plan and applicable award agreements; however, no further awards can be granted under the 2010 Plan. As of December 31, 2022, options to purchase 16,642,864 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 increases 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 of common stock reserved for issuance were increased by 8,878,388, pursuant to the 2021 Plan. The exercise price of stock options granted must be at least equal to the fair market value of common stock on the date of grant. Incentive stock options granted to an individual who holds, directly or by attribution, more than ten percent of the total combined voting power of all classes of capital stock must have an exercise price of at least 110% of the fair market value of common stock on the date of grant. Subject to certain adjustments, no more than 30,000,000 shares may be issued pursuant to the exercise of incentive stock options granted under the 2021 Plan. The maximum term of options granted is ten years from the date of grant, except that the maximum permitted term of incentive stock options granted to an individual who holds, directly or by attribution, more than ten percent of the total combined voting power of all classes of capital stock is five years from the date of grant. Stock option and RSU awards generally vest annually over a four-year period. 2021 Employee Stock Purchase Plan Proterra’s 2021 Employee Stock Purchase Plan (the “ESPP”), including the authorization of the initial share reserve thereunder, was adopted by the ArcLight Board prior to the Closing, approved by ArcLight’s shareholders on June 11, 2021, and became effective upon the Closing Date. An aggregate of 1,630,000 shares of common stock were reserved and available for sale under the ESPP. The aggregate number of shares reserved for sale under the ESPP increases 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 of common stock reserved for issuance were increased by 2,219,597, pursuant to the ESPP. The ESPP allows eligible employees to purchase shares of 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 first offering period started in the fourth quarter of 2021. The Company calculated the fair value of the employees’ purchase rights relating to the ESPP using the Black-Scholes model and recorded approximately $1.3 million and $0.2 million of stock-based compensation expense for the year ended December 31, 2022 and 2021, respectively. In the year ended December 31, 2022, 649,492 shares of common stock was purchased under the ESPP. A summary of the Company’s stock option activity and related information was as follows: Options Outstanding Number of Stock Options Outstanding Weighted- Average Exercise Price Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (in thousands) Balance as of December 31, 2019 18,208,313 $ 3.42 7.6 $ 34,723 Granted 5,829,698 4.89 Exercised (1,750,822) 2.40 Cancelled/forfeited/expired (2,108,405) 4.61 Balance as of December 31, 2020 20,178,784 $ 3.81 7.4 $ 65,056 Granted 726,309 10.42 Exercised (1,966,532) 3.36 Cancelled/forfeited/expired (836,977) 4.65 Balance as of December 31, 2021 (1) 18,101,584 $ 4.08 5.5 $ 87,425 Granted 758,528 7.70 Exercised (3,213,024) 3.02 Cancelled/forfeited/expired (1,390,391) 6.04 Balance as of December 31, 2022 (1) 14,256,697 $ 4.32 5.5 $ 9,469 Exercisable as of December 31, 2022 (2) 11,822,253 3.87 4.9 $ 9,469 __________________ (1) Excluding Equity Awards of 2,677,500 shares and Milestone Options of 669,375 shares. See below for further details. (2) Excluding 1,840,784 shares exercisable under the Equity Awards with weighted average exercise price of $19.61 per share as of December 31, 2022. In March 2020, in conjunction with Mr. Allen’s appointment as the then President and Chief Executive Officer, the board of directors of Legacy Proterra 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 four years, (2) 2,677,500 shares of a time-based award consisting of four tranches with an exercise price of $11.21, $16.81, $22.41 and $28.02 per share, respectively, and vesting quarterly over four 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 $10.9 million, $12.1 million and $4.3 million for the year ended December 31, 2022, 2021 and 2020, respectively. The total estimated grant date fair value of stock options vested was $9.3 million, $13.8 million and $9.9 million for the year ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022, the total unrecognized stock-based compensation expense related to outstanding stock options was $12.9 million, which is expected to be recognized over a weighted-average period of 1.8 years. Determining Fair Value of Stock Options The Company uses the Black-Scholes option pricing model to determine the fair value of stock options. The fair value of each stock option grant is estimated on the date of the grant. The fair value of the Legacy Proterra common stock underlying the stock options has historically been determined by the board of directors, as there was no public market for the Company’s common stock prior to Merger Closing. Therefore, the board of directors has determined the fair value of the common stock at the time of the stock option grant by considering a number of objective and subjective factors including independent third-party valuation reports, valuations of comparable companies, sales of convertible preferred stock and common stock to unrelated third parties, operating and financial performance, lack of liquidity of capital stock and general and industry-specific economic outlook, among other factors. The fair value of stock options granted is estimated on the date of grant using the following assumptions: Year Ended December 31, 2022 2021 2020 Expected term (in years) 6.3 6.2 6.1 Risk-free interest rate 2.0 % 1.0 % 0.5 % Expected volatility 55.1 % 54.8 % 69.1 % Expected dividend rate — — — Expected Term — The Company estimates the expected term consistent with the simplified method. The Company elected to use the simplified method because of its limited history of stock option exercise activity. The simplified method calculates the expected term as the average of the vesting and contractual terms of the award. Volatility — Since the Company has limited trading history by which to determine the volatility of its own common stock price, the expected volatility being used is primarily derived from the historical stock volatility of a representative industry peer group of comparable publicly listed companies over a period approximately equal to the expected term of the stock options. Risk-Free Interest Rate — The risk-free interest rate is based on U.S. Treasury zero coupon issues with remaining terms similar to the expected term on the options. Expected Dividend — The Company has never declared or paid any cash dividends and does not plan to pay cash dividends in the foreseeable future, and, therefore, used an expected dividend yield of zero in the valuation model. Forfeiture — All stock-based payment awards are amortized on a straight-line basis over the requisite service periods of the awards, which are generally the vesting periods. The Company accounts for forfeitures when they occur. Restricted Stock Units A summary of the Company’s RSU activity and related information is as follows: Number of RSUs Weighted Average Grant Date Fair Value Balance as of December 31, 2020 — $ — Granted 1,480,201 10.72 Vested (58,731) 11.41 Forfeited (96,510) 10.98 Balance as of December 31, 2021 1,324,960 10.67 Granted 5,541,916 6.60 Vested (442,934) 9.84 Forfeited (690,715) 8.39 Balance as of December 31, 2022 5,733,227 $ 7.07 The Company started to grant RSUs to employees in the third quarter of 2021. The compensation expense related to the service-based awards is determined using the fair market value of the Company’s common stock on the date of the grant. As of December 31, 2022, the total unrecognized stock-based compensation expense related to outstanding RSUs was $33.7 million, which is expected to be recognized over a weighted-average period of 3.0 years. Stock-based Compensation Expense Stock-based compensation expense included in operating results was as follows (in thousands): Year Ended December 31, 2022 2021 2020 Cost of goods sold $ 1,749 $ 1,385 $ 929 Research and development 5,302 2,507 1,616 Selling, general and administrative 14,789 12,169 7,737 Total stock-based compensation expense $ 21,840 $ 16,061 $ 10,282 |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period, less the weighted-average unvested common stock subject to repurchase or forfeiture as they are not deemed to be issued for accounting purposes. Diluted net loss per share is computed by giving effect to all potential shares of common stock, including stock options, RSUs and warrants, to the extent they are dilutive. The computation of basic and diluted net loss per share of common stock attributable to common stockholders was as follows (in thousands, except for per share data): Three Months Ended March 31, 2023 2022 Numerator: Net loss $ (243,977) $ (50,078) 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 $ (243,977) $ (105,263) Denominator: Weighted-average shares used in computing net loss per share of common stock, basic 226,410 222,276 Convertible Notes (1) — 24,855 Diluted weighted average shares 226,410 247,131 Net loss per share of common stock: Basic $ (1.08) $ (0.23) Diluted $ (1.08) $ (0.43) __________________ (1) Adjustment is under the “if-converted” method. Adjustments for the three months ended March 31, 2022 include 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 three months ended March 31, 2022. 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. Prior to the amendment to the Convertible Notes Facility, the outstanding Convertible Notes including accrued interest would have been 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. As of March 31, 2023, the conditions for the convertible features under the Convertible Notes Facility were not satisfied. See Note 4, Debt, for additional information on the conversion provisions of the Convertible Notes. Since the Company was in a loss position after the effect of diluted 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, 2023 Stock options and RSUs to purchase common stock 27,765 Warrants to purchase common stock 1 Convertible notes (2) 35,535 Total 63,301 __________________ (2) Calculated based on the Convertible Notes balance inclusive PIK interest as of March 31, 2023 and the optional conversion prices as described in Note 4, Debt. Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period, less the weighted-average unvested common stock subject to repurchase or forfeiture as they are not deemed to be issued for accounting purposes. Diluted net loss per share is computed by giving effect to all potential shares of common stock, including stock options, RSU, and warrants, to the extent they are dilutive. The computation of basic and diluted net loss per share of common stock attributable to common stockholders was as follows (in thousands, except for per share data): Year Ended December 31, 2022 2021 2020 Numerator: Net loss $ (237,950) $ (250,006) $ (127,007) Effect of dilutive securities: Interest expense to be recognized upon conversion of Convertible Notes (1) (32,330) — — Numerator for diluted EPS - Net loss after the effect of dilutive securities (270,280) (250,006) (127,007) Denominator: Weighted-average shares used in computing net loss per share of common stock, basic 224,301 120,886 4,385 Convertible Notes (1) 24,855 — — Diluted weighted average shares 249,156 120,886 4,385 Net loss per share of common stock: Basic $ (1.06) $ (2.07) $ (28.96) Diluted $ (1.08) $ (2.07) $ (28.96) __________________ (1) Adjustment is under the “if-converted” method. Adjustment for the year ended December 31, 2022 includes write-off of $62.3 million unamortized debt discount of the Convertible Notes as of December 31, 2021, offset by the $30.0 million interest expense recorded in net loss for the year ended December 31, 2022. 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 diluted 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): Year Ended December 31, 2022 2021 2020 Convertible preferred stock (1) — — 115,576 Warrants to purchase convertible preferred stock — — 508 Stock options and RSUs to purchase common stock 23,337 22,773 23,526 Warrants to purchase common stock 1 1 4,596 23,338 22,774 144,206 __________________ (1) Represents the shares of common stock that the convertible preferred stock is convertible into. |
Income Tax
Income Tax | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Tax | Income Tax The components of the net loss before the provision for income taxes were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Domestic (237,950) (249,990) (126,985) The provision for income taxes consisted of the following (in thousands): Year Ended December 31, 2022 2021 2020 Current: Federal $ — $ — $ — State — 16 13 Foreign — — 9 Total current provision — 16 22 Deferred: Federal — — — State — — — Foreign — — — Total deferred provision — — — Total provision for income taxes $ — $ 16 $ 22 A reconciliation of the U.S. federal statutory income tax rates to the Company’s effective tax rate is as follows (in percentages): Year Ended December 31, 2022 2021 2020 U.S. federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 2.6 3.9 1.7 Change in valuation allowance (23.2) (17.9) (17.5) Research and development credit 1.2 0.5 0.2 Fair market value adjustment (1) — (5.9) (2.1) Non-deductible Convertible Notes interest expense (1.4) (1.5) (2.2) Other (0.2) (0.1) (1.1) Effective income tax rate — % — % — % __________________ (1) The adjustments related to the loss on valuation of derivative and warrant liabilities. The Company’s deferred tax assets (liabilities) are as follows (in thousands): December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 182,302 $ 150,857 Deferred revenue 16,593 9,419 Stock-based compensation 5,276 4,679 Accruals and reserves, not currently deductible for tax purposes 11,355 10,665 Research and development credit 7,941 4,562 Goodwill and capitalized R&D expenses 12,936 888 Interest expense 1,405 1,808 Lease liability 6,172 6,511 Other 45 381 Gross deferred tax assets 244,025 189,770 Less valuation allowance (237,399) (182,113) Net deferred tax assets $ 6,626 $ 7,657 Deferred tax liabilities: Property, plant and equipment (1,612) (1,344) ROU assets (5,014) (6,313) Other — — Gross deferred tax liabilities (6,626) (7,657) Net deferred tax asset (liabilities) $ — $ — The net valuation allowance increased by $55.3 million and $44.7 million for December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021, the Company’s net deferred tax assets and liabilities were zero. The deferred tax assets consist primarily of the federal and state net operating losses. Realization of deferred tax assets is dependent upon future taxable income, if any, the amount and timing of which are uncertain. In assessing the realizability of deferred tax assets, management determined that it is more likely than not that no deferred tax assets will be realized. Therefore, the Company has provided a full valuation allowance against these deferred tax assets. The Company had net operating loss carryforwards as follows (in thousands): December 31, 2022 2021 Federal (Prior to 2018) $ 237,850 $ 237,850 Federal (Post December 31, 2017) 491,620 361,815 State 531,138 437,868 Total $ 1,260,608 $ 1,037,533 Net operating loss carryforwards are available to offset future federal and state taxable income. The federal net operating loss carryforwards generated prior to 2018 will begin to expire in 2030 and the net operating loss carryforwards generated after December 31, 2017 do not expire. The state net operating loss carryforwards will begin to expire in 2023. The Company had research and development credit carryforwards as follows (in thousands): December 31, 2022 2021 Federal $ 7,167 $ 3,454 State 4,257 2,471 Total $ 11,424 $ 5,925 The research and development credit carryforwards are available to reduce future regular income taxes. The federal research and development credit carryforwards will begin to expire in 2037, while the South Carolina research and development credit carryforwards will begin to expire in 2027. California research and development credit carryforwards have no expiration date. Utilization of the Company’s net operating loss carryforwards and research tax credit carryforwards may be subject to substantial annual limitations due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. The annual limitation could result in the expiration of the net operating loss carryforwards and research tax credit carryforwards before utilization. The Company’s policy is to recognize interest or penalties related to income tax matters in income tax expense. As of December 31, 2022 and 2021, the Company had no accrued interest or penalties. The unrecognized tax benefits may change during the next year for items that arise in the ordinary course of business. In the event that any unrecognized tax benefits are recognized, the effective tax rate will not be affected. A reconciliation of the beginning and ending amount of unrecognized tax benefits for 2022, 2021 and 2020 was as follows (in thousands): Year Ended December 31, 2022 2021 2020 Beginning balance $ 1,481 $ 813 $ 707 Increase – tax positions in current period 1,375 668 106 Ending balance $ 2,856 $ 1,481 $ 813 The Company files tax returns in the United States and certain states. Due to the losses being carried forward, the tax years from 2010 forward remain open to examination. |
401(k) Plan
401(k) Plan | 3 Months Ended |
Mar. 31, 2023 | |
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 $1.1 million and $0.7 million in the three months ended March 31, 2023 and 2022, respectively.401(k) PlanThe Company sponsors a 401(k) defined contribution plan covering all eligible employees and provides matching contribution for the first 4% of their salaries. The matching costs incurred were $3.3 million, $2.4 million, and $1.9 million for the years ended December 31, 2022, 2021 and 2020, respectively. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In April 2023, the Company entered into the Third Amendment to the Senior Credit Facility to replace the references of LIBOR in the loan document with Term SOFR, a rate based on the secured overnight financing rate as administered by the Federal Reserve Bank of New York. Subsequent Events In January 2023, the letter of credit sub-line under the Senior Credit Facility was increased by $5.0 million to $25.0 million. In January 2023, the Board of Directors approved a plan designed to improve operational efficiency that includes a planned reduction of the current workforce by approximately 25%, or the elimination of approximately 300 jobs (the “Workforce Restructuring”) and the closure of the Company’s City of Industry facility by December 31, 2023 (the “Facility Closure”). The severance payment resulted from the Workforce Restructuring is estimated between $3.0 million and $5.0 million, and will be largely recorded in the first quarter of 2023. The City of Industry facility currently manufactures transit buses and the current generation battery systems. The Company will move manufacturing from the City of Industry facility to its existing facilities in South Carolina. Transit bus production in the City of Industry is expected to end in the first quarter of 2023, and battery production at the end of the third quarter of 2023. The Company plans to vacate the facility by the end of 2023 when the lease expires. The Company currently expects to use equipment from the City of Industry facility in other locations and does not expect impairment charges relating to the Facility Closure. In February 2023, the Company entered into a Waiver (the “Waiver”) with CSI Prodigy Holdco LP, CSI Prodigy Co-Investment LP, CS GP I LLC and CSI PRTA Co-Investment LP (collectively, the “Cowen Parties”) to that certain previously disclosed Note Purchase Agreement, dated as of August 4, 2020 (as amended), by and among Proterra Operating Company, Inc., as issuer (the “Issuer”), the Investors (as defined therein) from time to time party thereto, the Guarantors (as defined therein) from time to time party thereto and CSI GP I LLC, as collateral agent (the “Purchase Agreement”), and the senior secured convertible promissory notes issued with respect thereto (the “Notes”). Pursuant to Section 7.1(k) of the Purchase Agreement, the Company is required to maintain Liquidity (as defined therein) as of the last day of each quarter of not less than the greater of (a) $75.0 million dollars and (b) an amount equal to the product of multiplying (i) the amount of Cash Burn (as defined therein) from operations for the three-month period ending on the end of such month by (ii) four (“Minimum Liquidity Covenant”), and pursuant to Section 7.1(a) of the Purchase Agreement, the Company is required to provide Investors (as defined therein) certain financial and other information with respect to each completed fiscal period (“Reporting Covenant”). Pursuant to the Waiver, the Required Holders (as defined therein) have agreed to a limited waiver of (i) the Minimum Liquidity Covenant and the related obligations under Section 7.1(k) of the Purchase Agreement for the quarter ending December 31, 2022, and the related obligations under the Notes, requiring Liquidity of at least four times the Cash Burn defined in the Purchase Agreement and of the Reporting Covenant pursuant to Section 7.1(a) for specified fiscal period, and (ii) the Reporting Covenant under Section 7.1(a) of the Purchase Agreement and the related obligations under the Notes with respect to the fiscal periods ending March 31, 2021 through and including December 31, 2022. The Waiver provides for retroactive effect, such that, no default or event of default shall have occurred due to the Company’s or any Guarantor’s failure to observe or perform any covenant under the foregoing sections of the Purchase Agreement for the foregoing periods |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
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”). 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, 2022 and the related notes incorporated by reference in the Company’s Annual Report (the “Annual Report”) on Form 10-K, filed with SEC on March 17, 2023 and amended on May 1, 2023, which provides a more complete discussion of the Company’s accounting policies and certain other information. The information as of December 31, 2022 and 2021 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, 2023 and the results of operations and cash flows for the three months ended March 31, 2023 and 2022. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. Basis of Presentation The 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 consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation. The Company has not experienced any significant impact to estimates or assumptions as a result of the COVID-19 pandemic. However, the Company’s 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 the Company or its suppliers. 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 related global supply chain interruption, macroeconomic and geopolitical conditions on the Company’s future operational and financial performance will depend on certain developments, including 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 | SegmentsThe Company operates in the United States and has sales to the European Union, Canada, United Kingdom, Australia, Japan and Türkiye.The Company’s chief operating decision maker is its Chief Executive Officer (CEO) who reviews financial information presented on a consolidated basis for purposes of making decision on allocating resources and assessing financial performance. Accordingly, the Company has determined that it has a single reportable segment. Segments The Company operates in the United States and has sales to the European Union, Canada, United Kingdom, Australia, Japan and Türkiye. Revenue disaggregated by geography, based on the addresses of the Company’s customers, consists of the following (in thousands): Year Ended December 31, 2022 2021 2020 United States $ 265,049 $ 227,091 $ 141,073 Rest of World 44,315 15,769 55,870 Total $ 309,364 $ 242,860 $ 196,943 The Company’s chief operating decision maker is its Chief Executive Officer (CEO) who reviews financial information presented on a consolidated basis for purposes of making decision on allocating resources and assessing financial performance. Accordingly, the Company has determined that it has a single reportable segment. |
Use of Estimates | Use of Estimates In preparing the condensed consolidated financial statements and related disclosures in conformity with U.S. 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. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the use of estimates and judgments that affect the reported amounts in the consolidated financial statements and accompanying notes. U.S. GAAP requires the Company to make estimates and judgments in several areas including, but not limited to, those related to revenue recognition, collectability of accounts receivable, valuation of inventories, valuation of Convertible Notes (See Note 4), warranty liability, contingent liabilities, stock-based compensation expense, useful lives of property, plant, and equipment, recoverability of assets, residual value of leased assets, and the valuation of deferred tax assets. These estimates are based on historical facts and various other assumptions that the Company believes are reasonable. Actual results could differ materially from those estimates. |
Foreign Currency Transactions | Foreign Currency Transactions The U.S. dollar is the Company’s functional currency. Monetary assets and liabilities denominated in currencies other than the U.S. dollar are remeasured to the U.S. dollar at period end, and transaction gains and losses are recorded in other expense (income), net in the statements of operations. Net gains or losses resulting from foreign exchange transactions was not material for the years ended December 31, 2022 and 2021. The net losses resulting from foreign exchange transactions were $1.1 million for the year ended December 31, 2020. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. |
Restricted Cash | Restricted CashThe Company maintains certain cash amounts restricted as to withdrawal or use. The restricted cash is primarily collateral for performance bonds issued to certain customers. The collateral is provided in the form of a cash deposit to either support the bond directly or to collateralize a letter of credit that supports the performance bonds. |
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, 2023 and December 31, 2022. Accounts Receivable and Allowance for Credit Losses Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company determines the allowance for credit losses based on historical write-off experience, an analysis of the aging of outstanding receivables, customer payment patterns and expectations of changes in macroeconomic conditions that may affect the collectability of outstanding receivables. The allowance for credit losses was not material as of December 31, 2022 and 2021. |
Short-Term Investments | Short-Term Investments The Company’s primary objectives for investment activities are to preserve principal, provide liquidity, and maximize income without significantly increasing risk. The Company’s short-term investments were primarily comprised of U.S. Treasury and corporate debt securities, and classified as available-for-sale at the time of purchase because it is intended that these investments are available for current operations. Investments are reported at fair value and are subject to periodic impairment review. Unrealized gains and losses related to changes in the fair value of these securities are recognized in accumulated other comprehensive loss. The ultimate value realized on these securities is subject to market price volatility until they are sold. Realized gains or losses from short-term investments are recorded in other expense (income), net. |
Concentration of Credit Risk | Credit Risk and Concentration The Company’s financial instruments that are potentially subject to concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash, short-term investments, and accounts receivable. Cash and cash equivalents and short-term investments are maintained primarily at one financial institution as of March 31, 2023, 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 Türkiye. 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, 2023 2022 2023 2022 Number of customers accounted for 10% or more 3 2 4 2 Total % for customers accounted for 10% or more 34 % 40 % 49 % 48 % Single source suppliers provide the Company with a number of components that are required for manufacturing of its current products. For example, we sole source our composite bus bodies from TPI Composites Inc. In other instances, although there may be multiple suppliers available, many of the components are purchased from one single source. If these single source suppliers fail to meet the Company’s requirements on a timely basis at competitive prices or are unable to provide components for any reason, 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. Credit Risk and Concentration The Company’s financial instruments that are potentially subject to concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash, short-term investments, and accounts receivable. Cash and cash equivalents and short-term investments are maintained primarily at one financial institution as of December 31, 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 time 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 Türkiye. The Company periodically evaluates the collectability of its accounts receivable and provides an allowance for potential credit losses as necessary. Given the large order value for customers and the relatively low number of customers, revenue and accounts receivable have typically been concentrated with a limited number of customers. Revenue Accounts Receivable Year Ended December 31, December 31, 2022 2021 2020 2022 2021 Number of customers accounted for 10% or more 2 — 1 2 1 Total % for customers accounted for 10% or more 32 % — % 21 % 48 % 18 % Single source suppliers provide the Company with a number of components that are required for manufacturing of its current products. For example, we sole source our composite bus bodies from TPI Composites Inc. In other instances, although there may be multiple suppliers available, many of the components are purchased from one single source. If these single source suppliers fail to meet the Company’s requirements on a timely basis at competitive prices or are unable to provide components for any reason, the Company could suffer manufacturing delays, a possible loss of revenue, or incur higher cost of sales, any of which could adversely impact the Company’s operating results. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, short-term investments, accounts payable, and accrued and other current liabilities, approximates fair value due to the short period of time to maturity, receipt, or payment. The carrying amount of the Company’s debt, except for Convertible Notes (as defined below), approximates its fair value as the stated interest rates approximate market rates currently available to the Company. In August 2020, the Company issued Secured Convertible Promissory Notes (the “Convertible Notes”) that, prior to the Closing, contained embedded features subject to derivative accounting. These embedded features were composed of conversion options that had the economic characteristics of a contingent early redemption feature settled in a variable number of shares of the Company’s stock. These conversion options were bifurcated and accounted for as a derivative liability separately from the host debt instrument. Embedded derivatives were recognized as a derivative liability on the balance sheets. The derivative liability was measured at fair value and subject to remeasurement at each balance sheet date. Upon the consummation of the Merger, the embedded conversion features associated with the Convertible Notes no longer qualify for derivative accounting after the conversion price became fixed. The carrying amount of the embedded derivative, the fair value as of the date of the Closing, was reclassified to stockholders’ equity in accordance with Topic 815, Derivatives and Hedging. The warrants issued in connection with the Convertible Notes were, prior to the Closing, classified as a liability (“legacy Proterra warrant liability”) because they could become exercisable into common stock upon a Qualified Initial Public Offering (“QIPO”) or into convertible preferred stock after 5 years from issuance date in the event that there is no QIPO during such period. Such warrants were measured at fair value, subject to remeasurement at each balance sheet date. Upon exercise of the warrants to common stock within 5 years from issuance date, the carrying amount of the warrant liability would be reclassified to stockholders’ equity. Upon the consummation of the Merger, the stock issuable upon exercise of the warrants is common stock, with no possibility to convert to Legacy Proterra convertible preferred stock. As a result, the carrying amount of the warrant liability was reclassified to stockholders’ equity. In connection with ArcLight’s initial public offering in September 2020, 21,425,000 warrants to purchase ArcLight ordinary shares were issued, including 13,875,000 public warrants and 7,550,000 private placement warrants. These warrants were classified as liabilities as they did not meet the requirements for equity classification under Topic 815, Derivatives and Hedging. These warrants were continually measured at fair value, subject to remeasurement at each balance sheet date. Most of the public warrants and private placement warrants were exercised in October 2021, and the Company redeemed the remaining outstanding public warrants at a redemption price of $0.10 per public warrant. See Note 10, Warrants, for further details. |
Inventories | Inventories Inventories are recorded at the lower of cost and net realizable value using the first-in, first-out method. Inventory costs consist primarily of the cost of materials, manufacturing support costs, including labor and factory overhead associated with such production, and shipping costs. The costs of products delivered to customers that have not yet met revenue recognition criteria are also included in inventories. The Company assesses the valuation of inventory and periodically records a provision to adjust inventory to its estimated net realizable value, including when the Company determines inventory to be obsolete or in excess of anticipated demand. Once inventory has been written-off or written-down, it creates a new cost basis for the inventory that is not subsequently written-up. Accelerating the disposal process or incorrect estimates may cause actual results to differ from the estimates at the time such inventory is disposed or sold. |
Deferred Cost of Goods Sold | Deferred Cost of Goods Sold Deferred cost of goods sold primarily includes incurred costs for charging system installations that have not met revenue recognition criteria. |
Property, Plant and Equipment | Property, Plant, and Equipment Property, plant, and equipment, including leasehold improvements, are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets, as follows: Property, Plant, and Equipment Estimated Useful Life Computer hardware 3 years Computer software 3 to 5 years Internally used vehicles and charging systems over the shorter of their estimated useful lives or 5 years Machinery and equipment 5 to 12 years Office furniture and equipment 5 years Tooling 3 to 5 years Leasehold improvements over the shorter of their estimated useful lives or the terms of the related leases Leased batteries over the shorter of the terms of the related leases or 12 years Leased vehicles and charging systems over the shorter of the terms of the related leases or 5 years If the estimated useful life of an asset is less than the stated number of years in our capitalization policy, the depreciation expense will be recorded over the shorter period. Upon the retirement or sale of property, plant, and equipment, the cost and associated accumulated depreciation are removed from the balance sheets, and the resulting gain or loss is reflected on the statement of operations. Maintenance and repair expenditures are expensed as incurred while major improvements that increase the functionality, output, or expected life of an asset are capitalized and depreciated ratably over the identified useful life. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates the recoverability of property, plant, and equipment and right-of-use assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such review indicates that the carrying amount of long-lived assets is not recoverable, the carrying amount of such assets is reduced to fair value. In addition to the recoverability assessment, the Company periodically reviews the remaining estimated useful lives of property, plant, and equipment. If the estimated useful life assumption for any asset is reduced, the remaining net book value is depreciated over the revised estimated useful life. Impairment of Long-Lived Assets The Company evaluates the recoverability of property, plant, and equipment and right-of-use assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such review indicates that the carrying amount of long-lived assets is not recoverable, the carrying amount of such assets is reduced to fair value. In addition to the recoverability assessment, the Company periodically reviews the remaining estimated useful lives of property, plant, and equipment. If the estimated useful life assumption for any asset is reduced, the remaining net book value is depreciated over the revised estimated useful life. No impairment charge was recognized in the years ended December 31, 2022 and 2021. The Company recorded a $0.1 million impairment charge associated with a facility lease for the year ended December 31, 2020. |
Deferred Revenue, Revenue Recognition, Cost of Goods Sold, Sales and Other Taxes, Shipping Costs, and Government Incentives | Deferred Revenue Deferred revenue consists of billings or payments received in advance of revenue recognition that are recognized as revenue once the revenue recognition criteria are met. In some instances, progress billings are issued upon meeting certain milestones stated in the contracts. Accordingly, the deferred revenue balance does not represent the total contract value of non-cancelable arrangements. Invoices are typically due within 30 to 40 days. The changes in deferred revenue consisted of the following (in thousands): Deferred revenue as of December 31, 2022 $ 67,398 Revenue recognized from beginning balance during the three months ended March 31, 2023 (6,815) Deferred revenue added during the three months ended March 31, 2023 24,812 Deferred revenue as of March 31, 2023 $ 85,395 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 $0.3 million in the three months ended March 31, 2023 and 2022, 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 sales of vehicles is typically recognized upon delivery when the Company can objectively demonstrate that the criteria specified in the contractual acceptance provisions are achieved prior to delivery. In cases, where the Company cannot objectively demonstrate that the criteria specified in the contractual acceptance provisions have been achieved prior delivery, revenue is recognized upon acceptance by the customer. Revenue from sales of charging systems is recognized at a point in time, generally upon delivery or commissioning when control of the underlying performance obligations are transferred to 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 $1.2 million and $2.1 million for the three months ended March 31, 2023 and 2022, respectively. Extended warranty revenue was $0.6 million and $0.4 million for the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023 and December 31, 2022, the contract assets balance was $13.0 million and $26.1 million, respectively, and are recorded in the prepaid expenses and other current assets on the consolidated balance sheets. The contract assets are expected to be billed within the next twelve months. As of March 31, 2023, the amount of remaining performance obligations that have not been recognized as revenue was $472.9 million, of which 68% 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 has the following commercial offerings each addressing a critical component of commercial vehicle electrification. • 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 Deferred Revenue Deferred revenue consists of billings or payments received in advance of revenue recognition that are recognized as revenue once the revenue recognition criteria are met. In some instances, progress billings are issued upon meeting certain milestones stated in the contracts. Accordingly, the deferred revenue balance does not represent the total contract value of non-cancelable arrangements. Invoices are typically due within 30 to 40 days. Revenue Recognition The Company derives revenue primarily from the sale of vehicles and charging systems, the installation of charging systems, the sale of battery systems and powertrain components to other vehicle manufacturers, as well as the sale of spare parts and other services provided to customers. Product revenue consists of revenue earned from vehicles and charging systems, battery systems and powertrain components, installation of charging systems, and revenue from leased vehicles, charging systems, and batteries under operating leases. Leasing revenue recognized over time was approximately $1.1 million, $2.1 million and $2.3 million for the years ended December 31, 2022, 2021 and 2020, respectively. Parts and other service revenue includes revenue earned from spare parts, the design and development of battery systems and powertrain systems for other vehicle manufacturers, and extended warranties. Goods and services that are promised in the Company’s contracts include vehicles, charging systems, battery systems and powertrain components to other vehicle manufacturers, installation of charging systems, spare parts, and extended warranty. The Company assesses the products and services promised in contracts at contract inception, and identifies performance obligations for each promise to transfer to the customer a product or service that is distinct. If a product or service is separately identifiable from other items in the bundled arrangement and a customer can benefit from the product or service on its own or with other resources that are readily available to the customer, then such product or service is considered distinct. Customer contracts typically have multiple performance obligations. Generally, the Company’s goods and services are considered separate performance obligations. Development services and products sold to other vehicle manufacturers are typically sold on a stand-alone basis and are not bundled with other goods or services. The transaction price of the contract is allocated to each performance obligation in a manner depicting the amount of consideration to which the Company expects to be entitled in exchange for transferring the goods or services to the customer (the “allocation objective”). If the allocation objective is met at contractual prices, no further allocations are made. Otherwise, the Company allocates the transaction price to each performance obligation identified in the contract on a relative standalone selling price basis. To determine the standalone selling price of its promised products or services, the Company conducts an analysis to determine whether its products or services have an observable standalone selling price. In determining the observable standalone selling price, the Company requires that a substantial majority of the standalone selling prices for a product or service fall within a reasonably narrow range. If there is no directly observable standalone selling price for a particular product or service, then the Company estimates a standalone selling price by using the estimated cost plus margin or by reviewing external and internal market factors including, but not limited to, pricing practices including historical discounting, major service groups, and the geographies in which we offer products and services. The Company recognizes revenue when or as it satisfies a performance obligation by transferring control of a product or service to a customer. Revenue from product sales is recognized when control of the underlying performance obligations is transferred to the customer. Revenue from sales of vehicles is typically recognized upon delivery when the Company can objectively demonstrate that the criteria specified in the contractual acceptance provisions are achieved prior to delivery. In cases, where the Company cannot objectively demonstrate that the criteria specified in the contractual acceptance provisions have been achieved prior delivery, revenue is recognized upon acceptance by the customer. Revenue from sales of charging systems is recognized at a point in time, generally upon delivery or commissioning when control of the underlying performance obligations are transferred to 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 $7.7 million, $5.8 million and $6.0 million in the years ended December 31, 2022, 2021, and 2020, respectively. Extended warranty revenue was $2.1 million, $1.7 million and $1.3 million in the years ended December 31, 2022, 2021, and 2020, respectively. As of December 31, 2022 and 2021, the contract assets balance was $26.1 million and $1.3 million, respectively, and are recorded in the prepaid expenses and other current assets on the consolidated balance sheets. The contract assets are assessed based on contractual terms and expected to be billed within the next twelve months. The increase was mainly related to two customers, which accounts for 60% and 13% of the balance as of December 31, 2022, respectively. As of December 31, 2022, the amount of remaining performance obligations that have not been recognized as revenue was $438.7 million, of which 77% was expected to be recognized as revenue over the next 12 months and the remainder thereafter. This amount excludes the value of remaining performance obligations for contracts with an original expected length of one year or less. The Company has three commercial offerings each addressing a critical component of commercial vehicle electrification. • 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 offers turnkey fleet-scale, high-power charging solutions and software services, ranging from fleet and energy management software-as-a-service, to fleet planning, hardware, infrastructure, installation, utility engagement, and charging optimization. Cost of Goods Sold Cost of goods sold includes direct material and labor costs, manufacturing overhead including depreciation expense, freight costs, and reserves for estimated warranty expenses. Cost of goods sold also includes charges to write-down the carrying value of inventory when it exceeds its estimated net realizable value and to provide for on-hand inventory that is either obsolete or in excess of forecasted demand. Costs of development services are expensed as incurred. Costs of development services incurred in periods prior to the finalization of a service agreement with a customer are recorded as research and development expense. Once the customer agreement is finalized, these costs are recorded in cost of goods sold. Sales and Other Taxes Taxes assessed by various government entities, such as sales, use, and value added taxes, collected at the time of sale are excluded from revenue. Shipping Costs Amounts billed to customers related to shipping and handling are classified as revenue, and the related shipping and handling costs are included in cost of goods sold. Government Incentives The Company receives incentives from federal and state government agencies in the form of grants. Incentives are recorded in the financial statements in accordance with their purposes, either as a reduction of expense or a reduction of the cost of the capital investment. The benefit of these incentives is recorded when performance is complete and all conditions as specified in the agreement are fulfilled. California and certain other states provide incentives to accelerate the purchase of cleaner, more efficient buses in the form of point-of-sale discounts to vehicle purchasers. These incentives are included in the customer contract value, and recognized as revenue once all revenue recognition criteria are met. |
Lease Arrangements | Lease Arrangements The Company offers customers leasing alternatives outside of the standard sales contracts for vehicles, charging equipment and batteries used in the vehicles. The leasing arrangements are typically bundled together with the sales contracts. The Company assessed the nature of the bundled arrangements under the revenue accounting standard. For arrangements that contain a lease, the Company determined the classification of the lease in accordance with Topic 842, Leases. A lease arrangement that transfers substantially all of the benefits and risks incident to ownership of the products is classified as a sales-type lease based on the criteria established by the accounting standard; otherwise the lease is classified as an operating lease. For sales-type leases, product revenue is generally recognized upon customer acceptance of the underlying leased assets. The current portion of net investment in sales-type leases is recorded in accounts receivable, and the non-current portion is recorded in other assets on the balance sheets. The discounted unguaranteed residual value of underlying leased assets is not material to the net investment in lease balance. For operating leases, the leasing revenue is recognized on a straight-line basis over the lease term. The Company monitors the performance of customers who leased batteries and are subject to ongoing payments. No allowance has been recorded for the receivables under the leasing arrangements. The Company determines whether an arrangement is or contains a lease at inception. Short-term leases with a term of less than 12 months will not be recognized in the right-of-use assets or lease liabilities. The lease and non-lease components are not separated for all leases regardless of whether the Company is the lessee or a lessor to the lease. See Note 7, Leases, for additional information. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. Research and development expense consists primarily of payroll and benefits of those employees engaged in research, design, and development activities, costs related to prototype parts and design tools, license expenses related to intellectual property, supplies and services, depreciation, and other occupancy costs. |
Advertising Expenses | Advertising Expenses Advertising costs are expensed as incurred. Advertising expenses were $1.2 million, $1.1 million, and $0.6 million for the years ended December 31, 2022, 2021 and 2020, respectively. |
Product Warranties | Product WarrantiesWarranty expense is recorded as a component of cost of goods sold. Product Warranties The Company provides a limited warranty to customers on vehicles, charging systems, and battery systems. The limited warranty ranges from one |
Stock-Based Compensation | Stock-Based Compensation The Company uses the fair value method for recording stock-based compensation expense. Stock-based compensation expense for stock options is estimated at the grant date based on each stock option’s fair value as calculated using the Black-Scholes option pricing model. The stock-based compensation expense is recognized on a straight-line basis over the requisite service period for the entire award. |
Income Taxes | Income Taxes Income taxes are computed using the asset and liability method, under which deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The Company adjusts these reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. The provision for income taxes includes the effects of any reserves that are considered appropriate. Accrued interest and penalties related to unrecognized tax benefits are classified as income tax expense. |
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. This standard is effective for interim and annual periods beginning after December 15, 2021, with early adoption permitted after December 15, 2020. Adoption of this standard can either be on a modified retrospective or full retrospective basis. The Company adopted this standard on January 1, 2022, and it had no material impact on the consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Revenue from External Customers by Geographic Areas | Revenue disaggregated by geography, based on the addresses of the Company’s customers, consists of the following (in thousands): Three Months Ended March 31, 2023 2022 United States $ 65,424 $ 51,967 Rest of World 14,105 6,614 $ 79,529 $ 58,581 Year Ended December 31, 2022 2021 2020 United States $ 265,049 $ 227,091 $ 141,073 Rest of World 44,315 15,769 55,870 Total $ 309,364 $ 242,860 $ 196,943 |
Concentration of Customer Risk | Revenue Accounts Receivable Three Months Ended March 31, March 31, December 31, 2023 2022 2023 2022 Number of customers accounted for 10% or more 3 2 4 2 Total % for customers accounted for 10% or more 34 % 40 % 49 % 48 % Given the large order value for customers and the relatively low number of customers, revenue and accounts receivable have typically been concentrated with a limited number of customers. Revenue Accounts Receivable Year Ended December 31, December 31, 2022 2021 2020 2022 2021 Number of customers accounted for 10% or more 2 — 1 2 1 Total % for customers accounted for 10% or more 32 % — % 21 % 48 % 18 % |
Deferred Revenue | The changes in deferred revenue consisted of the following (in thousands): Deferred revenue as of December 31, 2022 $ 67,398 Revenue recognized from beginning balance during the three months ended March 31, 2023 (6,815) Deferred revenue added during the three months ended March 31, 2023 24,812 Deferred revenue as of March 31, 2023 $ 85,395 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 year ended December 31, 2022 (13,071) Deferred revenue added during the year ended December 31, 2022 44,063 Deferred revenue as of December 31, 2022 $ 67,398 |
Accrued Warranty Activity | Accrued warranty activity consisted of the following (in thousands): Three Months Ended March 31, 2023 Warranty reserve - beginning of period $ 25,513 Warranty costs incurred (868) Net changes in liability for pre-existing warranties, including expirations — Provision for warranty 3,604 Warranty reserve - end of period $ 28,249 Year Ended December 31, 2022 2021 2020 Warranty reserve – beginning of period $ 23,274 $ 18,582 $ 14,926 Warranty costs incurred (7,142) (7,199) (4,214) Net changes in liability for pre-existing warranties, including expirations (5,124) (1,710) (3,392) Provision for warranty 14,505 13,601 11,262 Warranty reserve – end of period $ 25,513 $ 23,274 $ 18,582 |
Property, Plant and Equipment, Net | Property, plant, and equipment, net, consisted of the following (in thousands): March 31, 2023 December 31, 2022 Computer hardware $ 6,020 $ 5,465 Computer software 12,813 11,012 Internally used vehicles and charging systems 15,177 15,177 Leased vehicles and batteries 5,142 5,142 Leasehold improvements 30,883 10,716 Machinery and equipment 54,195 28,942 Office furniture and equipment 3,282 2,523 Tooling 23,971 22,430 Finance lease right-of-use assets 878 179 Construction in progress 29,209 72,505 181,570 174,091 Less: Accumulated depreciation and amortization (71,145) (66,539) Total $ 110,425 $ 107,552 Property, Plant, and Equipment Estimated Useful Life Computer hardware 3 years Computer software 3 to 5 years Internally used vehicles and charging systems over the shorter of their estimated useful lives or 5 years Machinery and equipment 5 to 12 years Office furniture and equipment 5 years Tooling 3 to 5 years Leasehold improvements over the shorter of their estimated useful lives or the terms of the related leases Leased batteries over the shorter of the terms of the related leases or 12 years Leased vehicles and charging systems over the shorter of the terms of the related leases or 5 years Property, plant, and equipment, net, consisted of the following (in thousands): December 31, 2022 2021 Computer hardware $ 5,465 $ 5,195 Computer software 11,012 9,561 Internally used vehicles and charging systems 15,177 16,459 Leased vehicles and batteries 5,142 6,863 Leasehold improvements 10,716 10,516 Machinery and equipment 28,942 28,302 Office furniture and equipment 2,523 1,861 Tooling 22,430 21,726 Finance lease right-of-use assets 179 179 Construction in progress 72,505 20,243 174,091 120,905 Less: Accumulated depreciation and amortization (66,539) (58,659) Total $ 107,552 $ 62,246 |
Revenue of Commercial Offerings | Revenue of these commercial offerings are as follows (in thousands): Three Months Ended March 31, 2023 2022 Proterra Transit $ 44,862 $ 35,381 Proterra Powered & Energy 34,667 23,200 Total $ 79,529 $ 58,581 The revenue of these commercial offerings are as follows (in thousands): Year Ended December 31, 2022 2021 2020 Proterra Transit $ 191,087 $ 195,558 $ 156,021 Proterra Powered & Energy 118,277 47,302 40,922 Total $ 309,364 $ 242,860 $ 196,943 |
Accumulated Other Comprehensive Income (Loss) | The components of accumulated other comprehensive income (loss) and activity, net of related taxes, for the year ended December 31, 2022 were as follows (in thousands): December 31, 2021 Increase/ Decrease December 31, 2022 Net unrealized gain (loss) on available-for-sale securities $ (588) $ 43 $ (545) Total accumulated other comprehensive income (loss), net of taxes $ (588) $ 43 $ (545) |
Reserve Recapitalization (Table
Reserve Recapitalization (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule Of Reverse Recapitalization | The number of shares of Proterra common stock issued immediately following the consummation of the Merger was (in thousands): Shares Ordinary shares Class A of ArcLight, outstanding prior to Merger 27,750 Less redemption of ArcLight shares (15) Sponsor 6,257 Sponsor Earnout Stock 680 Common stock of ArcLight 34,672 PIPE Investors 41,500 Legacy Proterra shares 131,176 Total shares of common stock immediately after Merger 207,348 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Financial Assets Measured at Fair Value on a Recurring Basis | Financial assets and liabilities 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, 2023 December 31, 2022 Assets: Cash equivalents and marketable securities: Money market funds Level 1 $ 57,325 $ 14,941 U.S. Treasury securities Level 1 74,689 — Short-term investments: U.S. Treasury securities Level 1 128,341 224,359 Total $ 260,355 $ 239,300 Liabilities: Other non-current liabilities Derivative liability Level 3 $ 135,678 $ — Total $ 135,678 $ — Financial assets measured at fair value on a recurring basis using the above input categories were as follows (in thousands): Fair Value at Pricing December 31, 2022 2021 Assets: Cash equivalents: Money market funds Level 1 $ 14,941 $ 102,978 U.S. Treasury securities Level 1 — 49,996 Short-term investments: U.S. Treasury securities Level 1 224,359 330,053 Corporate debt securities Level 2 — 160,914 Total $ 239,300 $ 643,941 |
Summary of Cash Equivalents and Marketable Securities | The following is a summary of cash equivalents and marketable securities as of March 31, 2023 (in thousands): Amortized Cost Unrealized Gain Estimated Fair Value Cash equivalents: Money market funds $ 57,325 $ — $ 57,325 U.S. Treasury securities 74,689 — 74,689 Short-term investments: U.S. Treasury securities 128,278 63 128,341 Total $ 260,292 $ 63 $ 260,355 The following is a summary of cash equivalents and marketable securities as of December 31, 2022 (in thousands): Amortized Cost Unrealized Loss Estimated Fair Value Cash equivalents: Money market funds $ 14,941 $ — $ 14,941 Short-term investments: U.S. Treasury securities 224,904 (545) 224,359 Total $ 239,845 $ (545) $ 239,300 The following is a summary of cash equivalents and marketable securities as of December 31, 2022 (in thousands): Amortized Cost Unrealized Losses Estimated Fair Value Cash equivalents: Money market funds $ 14,941 $ — $ 14,941 Short-term investments: U.S. Treasury securities 224,904 (545) 224,359 Total $ 239,845 $ (545) $ 239,300 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 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Cash and Cash Equivalents | Cash and cash equivalents consisted of the following (in thousands): March 31, 2023 December 31, 2022 Cash $ 35,891 $ 58,754 Cash equivalents 132,014 14,941 Total cash and cash equivalents $ 167,905 $ 73,695 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, 2023 December 31, 2022 Cash and cash equivalents $ 167,905 $ 73,695 Restricted cash, current portion 12,565 12,565 Total cash and cash equivalents, and restricted cash $ 180,470 $ 86,260 Cash and cash equivalents consisted of the following (in thousands): December 31, 2022 2021 Cash $ 58,754 $ 17,065 Cash equivalents 14,941 152,974 Total cash and cash equivalents $ 73,695 $ 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. December 31, 2022 2021 Cash and cash equivalents $ 73,695 $ 170,039 Restricted cash, current portion 12,565 12,105 Restricted cash, net of current portion — 460 Total restricted cash 12,565 12,565 Total cash and cash equivalents, and restricted cash $ 86,260 $ 182,604 |
Inventories | Inventories consisted of the following (in thousands): March 31, 2023 December 31, 2022 Raw materials $ 163,327 $ 127,199 Work in progress 22,419 21,153 Finished goods 11,123 13,518 Service parts 8,620 7,697 Total inventories $ 205,489 $ 169,567 Inventories consisted of the following (in thousands): December 31, 2022 2021 Raw materials $ 127,199 $ 65,225 Work in progress 21,153 25,062 Finished goods 13,518 18,269 Service parts 7,697 6,000 Total inventories $ 169,567 $ 114,556 |
Property, Plant and Equipment, Net | Property, plant, and equipment, net, consisted of the following (in thousands): March 31, 2023 December 31, 2022 Computer hardware $ 6,020 $ 5,465 Computer software 12,813 11,012 Internally used vehicles and charging systems 15,177 15,177 Leased vehicles and batteries 5,142 5,142 Leasehold improvements 30,883 10,716 Machinery and equipment 54,195 28,942 Office furniture and equipment 3,282 2,523 Tooling 23,971 22,430 Finance lease right-of-use assets 878 179 Construction in progress 29,209 72,505 181,570 174,091 Less: Accumulated depreciation and amortization (71,145) (66,539) Total $ 110,425 $ 107,552 Property, Plant, and Equipment Estimated Useful Life Computer hardware 3 years Computer software 3 to 5 years Internally used vehicles and charging systems over the shorter of their estimated useful lives or 5 years Machinery and equipment 5 to 12 years Office furniture and equipment 5 years Tooling 3 to 5 years Leasehold improvements over the shorter of their estimated useful lives or the terms of the related leases Leased batteries over the shorter of the terms of the related leases or 12 years Leased vehicles and charging systems over the shorter of the terms of the related leases or 5 years Property, plant, and equipment, net, consisted of the following (in thousands): December 31, 2022 2021 Computer hardware $ 5,465 $ 5,195 Computer software 11,012 9,561 Internally used vehicles and charging systems 15,177 16,459 Leased vehicles and batteries 5,142 6,863 Leasehold improvements 10,716 10,516 Machinery and equipment 28,942 28,302 Office furniture and equipment 2,523 1,861 Tooling 22,430 21,726 Finance lease right-of-use assets 179 179 Construction in progress 72,505 20,243 174,091 120,905 Less: Accumulated depreciation and amortization (66,539) (58,659) Total $ 107,552 $ 62,246 |
Accrued Liabilities | Accrued liabilities consisted of the following (in thousands): March 31, 2023 December 31, 2022 Accrued payroll and related expenses $ 6,493 $ 8,647 Accrued sales and use tax 1,284 1,784 Warranty reserve 8,229 8,406 Accrued supplier liability 4,059 7,699 Insurance related 1,764 4,445 Other accrued expenses 3,433 2,570 Total $ 25,262 $ 33,551 Accrued liabilities consisted of the following (in thousands): December 31, 2022 2021 Accrued payroll and related expenses $ 8,647 $ 8,069 Accrued sales and use tax 1,784 885 Warranty reserve 8,406 8,116 Accrued supplier liability 7,699 — Insurance related liability 4,445 — Other accrued expenses 2,570 3,564 Total $ 33,551 $ 20,634 |
Other Long-term Liabilities | Other long-term liabilities consisted of the following (in thousands): March 31, 2023 December 31, 2022 Warranty reserve $ 20,020 $ 17,107 Finance lease liabilities, non-current 512 57 Total $ 20,532 $ 17,164 Other long-term liabilities consisted of the following (in thousands): December 31, 2022 2021 Warranty reserve $ 17,107 $ 15,158 Finance lease liabilities, non-current 57 87 Total $ 17,164 $ 15,245 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt, net of debt discount and issuance costs, consisted of the following (in thousands): December 31, 2022 2021 PPP loan $ — $ 10,000 Convertible Notes 122,692 100,999 Total debt 122,692 110,999 Less debt, current 122,692 — Debt, non-current $ — $ 110,999 |
Convertible Notes | Immediately prior to the amendment to the Convertible Notes Facility, the Convertible Notes, net of debt discount and issuance costs, consisted of the following (in thousands): March 31, 2023 December 31, 2022 Principal $ 153,500 $ 153,500 PIK interest 19,196 17,301 Total principal 172,696 170,801 Less debt discount and issuance costs (44,275) (48,109) Total Convertible Notes $ 128,421 $ 122,692 Upon effectiveness of the amendment to the Convertible Notes Facility as of March 31, 2023, the Convertible Notes, inclusive of debt premium, consisted of the following (in thousands): March 31, 2023 Principal $ 153,500 PIK interest 19,371 Total principal 172,871 Plus debt premium 4,864 Total Convertible Notes $ 177,735 The Convertible Notes, net of debt discount and issuance costs, consisted of the following (in thousands): December 31, 2022 2021 Principal $ 153,500 $ 153,500 PIK interest 17,301 9,826 Total principal 170,801 163,326 Less debt discount and issuance costs (48,109) (62,327) Total Convertible Notes $ 122,692 $ 100,999 |
Changes of the Derivative Liability | A summary of the changes of the derivative liability is as follows (in thousands): Derivative liability Fair value as of December 31, 2020 $ 70,870 Change in fair value 111,684 Reclassification of liability upon the reverse recapitalization (182,554) Fair value as of December 31, 2021 $ — |
Contractual Future Principal Repayments of Debt | As of March 31, 2023, the contractual future principal repayments of the total debt were as follows (in thousands): 2023 $ — 2025 (1) 3,941 2028 (1) 168,930 Total debt $ 172,871 __________________ |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Net Investment in Leases | The net investment in leases were as follows (in thousands): March 31, 2023 December 31, 2022 Net investment in leases, current $ 872 $ 985 Net investment in leases, non-current 9,173 9,304 Total net investment in leases $ 10,045 $ 10,289 The net investment in leases were as follows: December 31, 2022 2021 Net investment in leases, current $ 985 $ 411 Net investment in leases, non-current 9,304 5,179 Total net investment in leases $ 10,289 $ 5,590 |
Future Minimum Payments Receivable from Operating Leases | Future minimum payments receivable from operating and sales-type leases as of March 31, 2023 for each of the next five years were as follows: Operating leases Sales-type leases Remainder of 2023 $ 279 $ 580 2024 — 1,010 2025 — 1,528 2026 — 1,528 2027 — 1,528 Thereafter — 4,013 Total minimum lease payments $ 279 $ 10,187 Future minimum payments receivable from operating and sales-type leases as of December 31, 2022 for each of the next five years were as follows: Operating leases Sales-type leases 2023 $ 384 $ 749 2024 — 1,010 2025 — 1,528 2026 — 1,528 2027 — 1,528 Thereafter — 4,013 Total minimum lease payments $ 384 $ 10,356 |
Future Minimum Payments Receivable from Sales-Type Leases | Future minimum payments receivable from operating and sales-type leases as of March 31, 2023 for each of the next five years were as follows: Operating leases Sales-type leases Remainder of 2023 $ 279 $ 580 2024 — 1,010 2025 — 1,528 2026 — 1,528 2027 — 1,528 Thereafter — 4,013 Total minimum lease payments $ 279 $ 10,187 Future minimum payments receivable from operating and sales-type leases as of December 31, 2022 for each of the next five years were as follows: Operating leases Sales-type leases 2023 $ 384 $ 749 2024 — 1,010 2025 — 1,528 2026 — 1,528 2027 — 1,528 Thereafter — 4,013 Total minimum lease payments $ 384 $ 10,356 |
Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities as of March 31, 2023 were as follows (in thousands): Remainder of 2023 $ 6,122 2024 4,224 2025 3,487 2026 2,615 2027 2,238 Thereafter 9,858 Total undiscounted lease payment 28,544 Less: imputed interest (5,305) Total operating lease liabilities $ 23,239 Maturities of operating lease liabilities as of December 31, 2022 were as follows (in thousands): 2023 $ 8,203 2024 4,224 2025 3,487 2026 2,615 2027 2,238 Thereafter 9,858 Total undiscounted lease payment 30,625 Less: imputed interest (5,651) Total lease liabilities $ 24,974 |
Supplemental Cash Flow Information | Supplemental cash flow information related to leases were as follows (in thousands): Three Months Ended March 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ (2,082) $ (1,377) Lease liabilities arising from obtaining right-of-use assets: Operating lease $ — $ 25 Finance lease 699 — Supplemental cash flow information related to leases were as follows (in thousands): Year Ended December 31 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ (7,053) $ (4,209) $ (3,855) Lease liabilities arising from obtaining right-of-use assets: Operating lease $ 5,534 $ 17,573 $ 7 |
Operating Lease Right-Of-Use Assets and Liabilities | Operating lease right-of-use assets and liabilities consisted of the following (in thousands): March 31, 2023 December 31, 2022 Operating leases Operating lease right-of-use assets $ 18,661 $ 20,274 Operating lease liabilities, current 5,998 6,876 Operating lease liabilities, non-current 17,241 18,098 Total operating lease liabilities $ 23,239 $ 24,974 Operating lease right-of-use assets and liabilities consisted of the following (in thousands): December 31, 2022 2021 Operating leases Operating lease right-of-use assets $ 20,274 $ 24,282 Operating lease liabilities, current $ 6,876 $ 4,084 Operating lease liabilities, non-current 18,098 20,963 Total operating lease liabilities $ 24,974 $ 25,047 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Reserved Shares of Common Stock | As of March 31, 2023, the Company had reserved shares of common stock for issuance as follows (in thousands): 2010 Equity Incentive Plan 16,331 2021 Equity Incentive Plan 29,251 2021 Employee Stock Purchase Plan 5,463 Warrants 1 Earnout Stock 18,009 Convertible notes 45,257 Total 114,312 As of December 31, 2022, the Company had reserved shares of common stock for issuance as follows (in thousands): 2010 Equity Incentive Plan 16,643 2021 Equity Incentive Plan 20,476 2021 Employee Stock Purchase Plan 3,200 Warrants 1 Earnout Stock 18,009 Convertible notes 26,316 Total 84,645 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Changes of the Warrant Liability | Activity of warrants in the year ended December 31, 2021 is as follows: Public warrants Private placement warrants Other warrants Total warrants Outstanding as of December 31, 2020 (1) — — 5,104,030 5,104,030 Issued as part of the Merger 13,874,994 7,550,000 — 21,424,994 Exercised (2) (13,446,849) (7,550,000) (5,103,138) (26,099,987) Redeemed (428,145) — — (428,145) Outstanding as of December 31, 2021 — — 892 892 __________________ (1) Including 4,562,533 warrants issued to the holders of Convertible Notes as described in Note 6. (2) An aggregate of 10,348,690 shares of common stock were issued from warrant exercise. A summary of the changes of the warrant liabilities in the year ended December 31, 2021 is as follows (in thousands): Legacy Proterra warrant liability Private placement warrant liability Public warrant liability Fair value as of December 31, 2020 $ 39,670 $ — $ — Warrant liability acquired as part of the reverse recapitalization — 57,610 84,640 Change in fair value 47,346 (38,589) (50,264) Reclassification of liability upon the reverse recapitalization (69,320) — — Reclassification of liability upon exercise of warrants (17,696) (19,021) (34,376) Fair value as of December 31, 2021 $ — $ — $ — |
Equity Plans and Stock-based _2
Equity Plans and Stock-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2022 (1) 14,256,697 4.32 5.5 $ 9,469 Granted 2,075,398 1.50 Exercised (57,036) 1.98 Cancelled/forfeited/expired (362,967) 6.67 Balance as of March 31, 2023 (1) 15,912,092 3.91 5.6 $ 372 Exercisable as of March 31, 2023 (2) 12,216,812 3.96 4.5 $ 331 __________________ (1) Excluding Equity Awards of 2,677,500 shares and Milestone Options of 669,375 shares. See below for further details. (2) Excluding 2,008,124 shares exercisable under the Equity Awards with weighted average exercise price of $19.61 per share as of March 31, 2023. A summary of the Company’s stock option activity and related information was as follows: Options Outstanding Number of Stock Options Outstanding Weighted- Average Exercise Price Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (in thousands) Balance as of December 31, 2019 18,208,313 $ 3.42 7.6 $ 34,723 Granted 5,829,698 4.89 Exercised (1,750,822) 2.40 Cancelled/forfeited/expired (2,108,405) 4.61 Balance as of December 31, 2020 20,178,784 $ 3.81 7.4 $ 65,056 Granted 726,309 10.42 Exercised (1,966,532) 3.36 Cancelled/forfeited/expired (836,977) 4.65 Balance as of December 31, 2021 (1) 18,101,584 $ 4.08 5.5 $ 87,425 Granted 758,528 7.70 Exercised (3,213,024) 3.02 Cancelled/forfeited/expired (1,390,391) 6.04 Balance as of December 31, 2022 (1) 14,256,697 $ 4.32 5.5 $ 9,469 Exercisable as of December 31, 2022 (2) 11,822,253 3.87 4.9 $ 9,469 __________________ (1) Excluding Equity Awards of 2,677,500 shares and Milestone Options of 669,375 shares. See below for further details. (2) Excluding 1,840,784 shares exercisable under the Equity Awards with weighted average exercise price of $19.61 per share as of December 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, 2023 2022 Expected term (in years) 6.3 6.1 Risk-free interest rate 3.6 % 1.9 % Expected volatility 55.1 % 55.0 % Expected dividend rate — — The fair value of stock options granted is estimated on the date of grant using the following assumptions: Year Ended December 31, 2022 2021 2020 Expected term (in years) 6.3 6.2 6.1 Risk-free interest rate 2.0 % 1.0 % 0.5 % Expected volatility 55.1 % 54.8 % 69.1 % Expected dividend rate — — — |
RSU Activity | A summary of the Company's RSU activity and related information is as follows: Number of RSUs Weighted Average Grant Date Fair Value Balance as of December 31, 2022 5,733,227 $ 7.07 Granted 3,825,133 1.75 Released (530,393) 0.01 Forfeited (521,679) 0.01 Balance as of March 31, 2023 8,506,288 $ 4.63 A summary of the Company’s RSU activity and related information is as follows: Number of RSUs Weighted Average Grant Date Fair Value Balance as of December 31, 2020 — $ — Granted 1,480,201 10.72 Vested (58,731) 11.41 Forfeited (96,510) 10.98 Balance as of December 31, 2021 1,324,960 10.67 Granted 5,541,916 6.60 Vested (442,934) 9.84 Forfeited (690,715) 8.39 Balance as of December 31, 2022 5,733,227 $ 7.07 |
Stock-Based Compensation Expense | Stock-based compensation expense included in operating results was as follows (in thousands): Three Months Ended March 31, 2023 2022 Cost of goods sold $ 305 $ 516 Research and development 1,192 993 Selling, general and administrative 2,817 3,133 Total stock-based compensation expense $ 4,314 $ 4,642 Stock-based compensation expense included in operating results was as follows (in thousands): Year Ended December 31, 2022 2021 2020 Cost of goods sold $ 1,749 $ 1,385 $ 929 Research and development 5,302 2,507 1,616 Selling, general and administrative 14,789 12,169 7,737 Total stock-based compensation expense $ 21,840 $ 16,061 $ 10,282 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Loss Per Share | The computation of basic and diluted net loss per share of common stock attributable to common stockholders was as follows (in thousands, except for per share data): Three Months Ended March 31, 2023 2022 Numerator: Net loss $ (243,977) $ (50,078) 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 $ (243,977) $ (105,263) Denominator: Weighted-average shares used in computing net loss per share of common stock, basic 226,410 222,276 Convertible Notes (1) — 24,855 Diluted weighted average shares 226,410 247,131 Net loss per share of common stock: Basic $ (1.08) $ (0.23) Diluted $ (1.08) $ (0.43) __________________ (1) Adjustment is under the “if-converted” method. Adjustments for the three months ended March 31, 2022 include 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 three months ended March 31, 2022. The computation of basic and diluted net loss per share of common stock attributable to common stockholders was as follows (in thousands, except for per share data): Year Ended December 31, 2022 2021 2020 Numerator: Net loss $ (237,950) $ (250,006) $ (127,007) Effect of dilutive securities: Interest expense to be recognized upon conversion of Convertible Notes (1) (32,330) — — Numerator for diluted EPS - Net loss after the effect of dilutive securities (270,280) (250,006) (127,007) Denominator: Weighted-average shares used in computing net loss per share of common stock, basic 224,301 120,886 4,385 Convertible Notes (1) 24,855 — — Diluted weighted average shares 249,156 120,886 4,385 Net loss per share of common stock: Basic $ (1.06) $ (2.07) $ (28.96) Diluted $ (1.08) $ (2.07) $ (28.96) __________________ (1) Adjustment is under the “if-converted” method. Adjustment for the year ended December 31, 2022 includes write-off of $62.3 million unamortized debt discount of the Convertible Notes as of December 31, 2021, offset by the $30.0 million interest expense recorded in net loss for the year ended December 31, 2022. |
Potentially Dilutive Securities Excluded from the Diluted Per Share Calculation | The potentially dilutive securities were as follows (in thousands): March 31, 2023 Stock options and RSUs to purchase common stock 27,765 Warrants to purchase common stock 1 Convertible notes (2) 35,535 Total 63,301 __________________ (2) Calculated based on the Convertible Notes balance inclusive PIK interest as of March 31, 2023 and the optional conversion prices as described in Note 4, Debt. Year Ended December 31, 2022 2021 2020 Convertible preferred stock (1) — — 115,576 Warrants to purchase convertible preferred stock — — 508 Stock options and RSUs to purchase common stock 23,337 22,773 23,526 Warrants to purchase common stock 1 1 4,596 23,338 22,774 144,206 __________________ (1) Represents the shares of common stock that the convertible preferred stock is convertible into. |
Income Tax (Tables)
Income Tax (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Components of the Net Loss Before the Provision for Income Taxes | The components of the net loss before the provision for income taxes were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Domestic (237,950) (249,990) (126,985) |
Provision for Income Taxes | The provision for income taxes consisted of the following (in thousands): Year Ended December 31, 2022 2021 2020 Current: Federal $ — $ — $ — State — 16 13 Foreign — — 9 Total current provision — 16 22 Deferred: Federal — — — State — — — Foreign — — — Total deferred provision — — — Total provision for income taxes $ — $ 16 $ 22 |
Reconciliation of U.S. Federal Statutory Income Tax Rates to Effective Tax Rate | A reconciliation of the U.S. federal statutory income tax rates to the Company’s effective tax rate is as follows (in percentages): Year Ended December 31, 2022 2021 2020 U.S. federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 2.6 3.9 1.7 Change in valuation allowance (23.2) (17.9) (17.5) Research and development credit 1.2 0.5 0.2 Fair market value adjustment (1) — (5.9) (2.1) Non-deductible Convertible Notes interest expense (1.4) (1.5) (2.2) Other (0.2) (0.1) (1.1) Effective income tax rate — % — % — % __________________ (1) The adjustments related to the loss on valuation of derivative and warrant liabilities. |
Deferred Tax Assets and Liabilities | The Company’s deferred tax assets (liabilities) are as follows (in thousands): December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 182,302 $ 150,857 Deferred revenue 16,593 9,419 Stock-based compensation 5,276 4,679 Accruals and reserves, not currently deductible for tax purposes 11,355 10,665 Research and development credit 7,941 4,562 Goodwill and capitalized R&D expenses 12,936 888 Interest expense 1,405 1,808 Lease liability 6,172 6,511 Other 45 381 Gross deferred tax assets 244,025 189,770 Less valuation allowance (237,399) (182,113) Net deferred tax assets $ 6,626 $ 7,657 Deferred tax liabilities: Property, plant and equipment (1,612) (1,344) ROU assets (5,014) (6,313) Other — — Gross deferred tax liabilities (6,626) (7,657) Net deferred tax asset (liabilities) $ — $ — |
Net Operating Loss Carryforwards | The Company had net operating loss carryforwards as follows (in thousands): December 31, 2022 2021 Federal (Prior to 2018) $ 237,850 $ 237,850 Federal (Post December 31, 2017) 491,620 361,815 State 531,138 437,868 Total $ 1,260,608 $ 1,037,533 |
Summary of Tax Credit Carryforwards | The Company had research and development credit carryforwards as follows (in thousands): December 31, 2022 2021 Federal $ 7,167 $ 3,454 State 4,257 2,471 Total $ 11,424 $ 5,925 |
Reconciliation of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits for 2022, 2021 and 2020 was as follows (in thousands): Year Ended December 31, 2022 2021 2020 Beginning balance $ 1,481 $ 813 $ 707 Increase – tax positions in current period 1,375 668 106 Ending balance $ 2,856 $ 1,481 $ 813 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 3 Months Ended | 12 Months Ended | |||||||||||
Mar. 31, 2023 USD ($) | Mar. 31, 2023 USD ($) segment | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | May 31, 2024 USD ($) | Mar. 30, 2023 USD ($) | Oct. 31, 2021 $ / shares | Oct. 29, 2021 $ / shares | Jun. 14, 2021 | Aug. 31, 2020 USD ($) | Aug. 04, 2020 USD ($) | |
Debt Instrument [Line Items] | |||||||||||||
Common stock exchange ratio | 0.8925 | 0.8925 | |||||||||||
Redemption price (in usd per share) | $ / shares | $ 0.10 | $ 0.10 | $ 0.10 | ||||||||||
Accumulated deficit | $ (1,340,152,000) | $ (1,340,152,000) | $ (1,096,175,000) | $ (858,225,000) | |||||||||
Cash and cash equivalents and short-term investments | 296,200,000 | 296,200,000 | 298,100,000 | ||||||||||
Total debt | 177,735,000 | 177,735,000 | 122,692,000 | 110,999,000 | |||||||||
Letters of credit outstanding, amount | 17,800,000 | ||||||||||||
Loss on debt extinguishment | 177,939,000 | $ 0 | (10,201,000) | 0 | $ 0 | ||||||||
Foreign currency gain (loss) | 0 | 0 | (1,100,000) | ||||||||||
Short-term investments | 128,341,000 | 128,341,000 | 224,359,000 | 490,967,000 | |||||||||
Total restricted cash | 12,565,000 | 12,565,000 | |||||||||||
Impairment charge | $ 0 | $ 0 | |||||||||||
Asset impairment charge | 0 | 0 | 121,000 | ||||||||||
Advertising expenses | $ 1,200,000 | 1,100,000 | $ 600,000 | ||||||||||
Number of reportable segments | segment | 1 | ||||||||||||
Minimum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Product warranty term | 1 year | ||||||||||||
Maximum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Product warranty term | 12 years | ||||||||||||
Credit facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Letters of credit outstanding, amount | $ 17,600,000 | ||||||||||||
Credit facility | Senior Credit Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total debt | 0 | $ 0 | 0 | ||||||||||
Total debt | 0 | 0 | |||||||||||
Letters of credit outstanding, amount | 20,100,000 | 20,100,000 | |||||||||||
Convertible notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total debt | 177,735,000 | 177,735,000 | 122,692,000 | 100,999,000 | |||||||||
Total debt | 153,500,000 | 153,500,000 | |||||||||||
Total principal | 172,871,000 | 172,871,000 | 170,801,000 | 163,326,000 | |||||||||
PIK interest | 17,301,000 | $ 9,826,000 | |||||||||||
Covenant, required minimum liquidity | $ 75,000,000 | $ 75,000,000 | |||||||||||
Covenant, required minimum liquidity, multiple factor of cash burn | 4 | 4 | |||||||||||
Convertible notes | Convertible Notes Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total debt | 177,735,000 | 177,735,000 | 122,692,000 | ||||||||||
Total debt | 153,500,000 | 153,500,000 | |||||||||||
Total principal | 172,900,000 | 172,900,000 | |||||||||||
PIK interest | 19,371,000 | 19,371,000 | |||||||||||
Covenant, required minimum liquidity | 125,000,000 | 125,000,000 | |||||||||||
Fair value of embedded derivative liability | 135,700,000 | 135,700,000 | |||||||||||
Convertible notes | Convertible Notes Facility | Forecast | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Covenant, required minimum liquidity | $ 75,000,000 | ||||||||||||
Covenant, required minimum liquidity, multiple factor of cash burn | 4 | ||||||||||||
Convertible notes | Original Convertible Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total debt | 122,692,000 | $ 128,421,000 | |||||||||||
Total debt | 153,500,000 | 153,500,000 | |||||||||||
Total principal | 170,801,000 | 172,696,000 | |||||||||||
PIK interest | 17,301,000 | $ 19,196,000 | |||||||||||
Covenant, required minimum liquidity | $ 75,000,000 | ||||||||||||
Covenant, required minimum liquidity, multiple factor of cash burn | 4 | ||||||||||||
Loss on debt extinguishment | 177,900,000 | ||||||||||||
Credit facility | Senior Credit Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total debt | 0 | 0 | $ 0 | ||||||||||
Letters of credit outstanding, amount | $ 20,200,000 | $ 20,200,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 79,529 | $ 58,581 | $ 309,364 | $ 242,860 | $ 196,943 |
United States | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 65,424 | 51,967 | 265,049 | 227,091 | 141,073 |
Rest of World | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 14,105 | $ 6,614 | $ 44,315 | $ 15,769 | $ 55,870 |
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, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue Benchmark | |||||
Concentration Risk [Line Items] | |||||
Number of major customers greater than 10 percent | 3 | 2 | 2 | 0 | 1 |
Revenue Benchmark | Customers Accounted For Greater Than 10% | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 34% | 40% | 32% | 0% | 21% |
Accounts Receivable | |||||
Concentration Risk [Line Items] | |||||
Number of major customers greater than 10 percent | 4 | 2 | 1 | ||
Accounts Receivable | Customers Accounted For Greater Than 10% | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 49% | 48% | 18% |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Fair Value of Financial Instruments (Details) $ in Thousands | 1 Months Ended |
Sep. 30, 2020 USD ($) | |
ArcLight Warrants | |
Class of Warrant or Right [Line Items] | |
Issuance of warrants in connection with debt borrowing | $ 21,425 |
ArcLight Public Warrants | |
Class of Warrant or Right [Line Items] | |
Issuance of warrants in connection with debt borrowing | 13,875 |
ArcLight Private Placement Warrants | |
Class of Warrant or Right [Line Items] | |
Issuance of warrants in connection with debt borrowing | $ 7,550 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Property, Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Computer hardware | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Computer software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Computer software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Internally used vehicles and charging systems | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 12 years |
Office furniture and equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Tooling | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Tooling | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Leased batteries | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 12 years |
Leased vehicles and charging systems | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Deferred Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Change In Contract With Customer, Asset and Liability [Roll Forward] | ||
Deferred revenue | $ 67,398 | $ 36,406 |
Revenue recognized | (6,815) | (13,071) |
Deferred revenue increase (decrease) | 24,812 | 44,063 |
Deferred revenue | $ 85,395 | $ 67,398 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Revenue Recognition (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) commercial_offering | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Disaggregation of Revenue [Line Items] | |||||
Leasing revenue | $ 300 | $ 300 | $ 1,100 | $ 2,100 | $ 2,300 |
Revenue | 79,529 | 58,581 | 309,364 | 242,860 | 196,943 |
Contract assets | 13,000 | 26,100 | 1,300 | ||
Remaining performance obligation | $ 472,900 | $ 438,700 | |||
Number of commercial offerings | commercial_offering | 3 | ||||
Customer concentration risk | Customer one | Contract assets balance | |||||
Disaggregation of Revenue [Line Items] | |||||
Concentration risk percentage | 60% | ||||
Customer concentration risk | Customer two | Contract assets balance | |||||
Disaggregation of Revenue [Line Items] | |||||
Concentration risk percentage | 13% | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |||||
Disaggregation of Revenue [Line Items] | |||||
Remaining performance obligation, percentage | 77% | ||||
Remaining performance obligation, term | 12 months | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | |||||
Disaggregation of Revenue [Line Items] | |||||
Remaining performance obligation, percentage | 68% | ||||
Remaining performance obligation, term | 12 months | ||||
Charging systems and installation | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 1,200 | 2,100 | $ 7,700 | 5,800 | 6,000 |
Extended warranty | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 600 | $ 400 | $ 2,100 | $ 1,700 | $ 1,300 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Revenue of Commercial Offerings (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 79,529 | $ 58,581 | $ 309,364 | $ 242,860 | $ 196,943 |
Proterra Transit | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 44,862 | 35,381 | 191,087 | 195,558 | 156,021 |
Proterra Powered and Energy | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 34,667 | $ 23,200 | $ 118,277 | $ 47,302 | $ 40,922 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Product Warranties (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||||
Warranty reserve – beginning of period | $ 25,513 | $ 23,274 | $ 18,582 | $ 14,926 |
Warranty costs incurred | (868) | (7,142) | (7,199) | (4,214) |
Net changes in liability for pre-existing warranties, including expirations | 0 | (5,124) | (1,710) | (3,392) |
Provision for warranty | 3,604 | 14,505 | 13,601 | 11,262 |
Warranty reserve – end of period | $ 28,249 | $ 25,513 | $ 23,274 | $ 18,582 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Net unrealized gains / (losses) on available-for-sale securities, beginning balance | $ (545) | $ (588) | $ (588) | ||
Net unrealized gains / (losses) on available-for-sale securities | 608 | (1,641) | 43 | $ (588) | $ 0 |
Net unrealized gains / (losses) on available-for-sale securities, ending balance | (545) | (588) | |||
Total accumulated other comprehensive income (loss), net of taxes, beginning balance | (545) | (588) | (588) | ||
Other comprehensive income (loss), net of taxes | 608 | $ (1,641) | 43 | (588) | $ 0 |
Total accumulated other comprehensive income (loss), net of taxes, ending balance | $ 63 | $ (545) | $ (588) |
Reserve Recapitalization - Narr
Reserve Recapitalization - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Jun. 14, 2021 USD ($) lease $ / shares shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) | Mar. 31, 2023 shares | Jun. 13, 2021 shares | |
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Common stock exchange ratio | 0.8925 | 0.8925 | ||||
Stock converted (in shares) | 123,752,882 | |||||
Debt amount converted | $ | $ 46,500 | $ 0 | $ 48,607 | $ 0 | ||
Exercise of warrants, preferred stock issued (in shares) | 7,400,000 | 10,348,690 | ||||
Reserved shares of common stock for issuance | 84,645,000 | 114,312,000 | ||||
Number of shares redeemed (in shares) | 15,172 | |||||
Stock issued on conversion (in shares) | 34,671,900 | |||||
Warrants converted (in shares) | 21,424,994 | |||||
Convertible securities, period from merger closing | 5 years | |||||
Convertible securities, additional common stock issuable (shares) | 22,809,500 | |||||
Threshold trading days | lease | 20 | |||||
Threshold consecutive trading days | lease | 30 | |||||
Volume weighted average common stock price for additional common stock issuable (in usd per share) | $ / shares | $ 15 | |||||
Merger Agreement, sponsor stock minimum percentage | 10% | |||||
Common stock, shares outstanding (in shares) | 207,348,000 | 226,265,161 | 221,960,000 | 226,852,590 | ||
Contingent consideration period | 5 years | |||||
Capital stock, shares authorized (in shares) | 510,000,000 | |||||
Capital stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | ||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | 0 | ||
Common stock, shares issued (in shares) | 207,300,000 | 226,265,161 | 221,960,000 | 226,852,590 | ||
Preferred stock, shares issued (in shares) | 0 | 0 | 0 | 0 | ||
Warrant to purchase shares of convertible preferred stock (in shares) | 24,900,000 | |||||
Aggregate cash proceeds received, net | $ | $ 649,300 | |||||
PIPE investment fees | $ | 13,800 | |||||
Transaction costs | $ | 18,500 | |||||
Deferred underwriting fees payable | $ | 9,700 | |||||
Other accrued expenses | $ | 1,300 | |||||
Related party payable | $ | 100 | |||||
Issuance costs | $ | $ 2,900 | |||||
2021 Equity Incentive Plan | ||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Reserved shares of common stock for issuance | 10,400,000 | 20,476,000 | 29,251,000 | |||
2010 Equity Incentive Plan | ||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Reserved shares of common stock for issuance | 22,532,619 | 16,643,000 | 16,331,000 | |||
Employee Stock Purchase Plan | ||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Reserved shares of common stock for issuance | 1,600,000 | |||||
Stock Options, Warrants, and Contingent Shares | ||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Reserved shares of common stock for issuance | 82,300,000 | |||||
Proterra Common Stock | ||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Contingent consideration (in shares) | 4,800,563 | |||||
Sponsor Contingent Shares | ||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Contingent consideration (in shares) | 679,750 | |||||
Public Warrant | ||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Warrant to purchase shares of convertible preferred stock (in shares) | 13,900,000 | |||||
Private Placement Warrant | ||||||
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] | ||||||
Reserved shares of common stock for issuance | 3,504,523 | |||||
Legacy Warrants | ||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Warrant to purchase shares of convertible preferred stock (in shares) | 3,500,000 | |||||
ArcLight board of directors | ||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Common stock, shares outstanding (in shares) | 140,000 | |||||
Scenario one | ||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Percentage of additional common stock issuable | 21.0526% | |||||
Threshold trading days | lease | 20 | |||||
Threshold consecutive trading days | lease | 30 | |||||
Volume weighted average common stock price for additional common stock issuable (in usd per share) | $ / shares | $ 15 | |||||
Scenario two | ||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Percentage of additional common stock issuable | 26.3158% | |||||
Threshold trading days | lease | 20 | |||||
Threshold consecutive trading days | lease | 30 | |||||
Volume weighted average common stock price for additional common stock issuable (in usd per share) | $ / shares | $ 20 | |||||
Scenario three | ||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Percentage of additional common stock issuable | 26.3158% | |||||
Threshold trading days | lease | 20 | |||||
Threshold consecutive trading days | lease | 30 | |||||
Volume weighted average common stock price for additional common stock issuable (in usd per share) | $ / shares | $ 25 | |||||
Scenario four | ||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Percentage of additional common stock issuable | 26.3158% | |||||
Threshold trading days | lease | 20 | |||||
Threshold consecutive trading days | lease | 30 | |||||
Volume weighted average common stock price for additional common stock issuable (in usd per share) | $ / shares | $ 30 | |||||
Milestone Options | ||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Number of shares that fully vested (in shares) | 669,375 | |||||
PIPE sale | ||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Issuance of stock (in shares) | 41,500,000 | |||||
Issuance of stock, price (in dollars per share) | $ / shares | $ 10 | |||||
Issuance of stock, proceeds | $ | $ 415,000 | |||||
ArcLight | ||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Value of stocks redeemed | $ | $ 200 | |||||
Common stock, shares outstanding (in shares) | 27,750,000 |
Reserve Recapitalization - Sche
Reserve Recapitalization - Schedule of Reverse Recapitalization (Details) - shares | Jun. 14, 2021 | Jun. 13, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Reverse Recapitalization [Line Items] | |||||
Common stock, shares outstanding (in shares) | 207,348,000 | 226,852,590 | 226,265,161 | 221,960,000 | |
Sponsor Earnout Stock (in shares) | 680,000 | ||||
Sponsor | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Issuance of stock, net of costs (in shares) | 6,257,000 | ||||
ArcLight Shareholders | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Issuance of stock, net of costs (in shares) | 34,672,000 | ||||
PIPE Investors | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Issuance of stock, net of costs (in shares) | 41,500,000 | ||||
Legacy Proterra Investors | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Issuance of stock, net of costs (in shares) | 131,176,000 | ||||
ArcLight | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Common stock, shares outstanding (in shares) | 27,750,000 | ||||
Less: redemption of shares (in shares) | (15,000) |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Financial Assets Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Liabilities: | ||||
Derivative liability | $ 0 | $ 70,870 | ||
Fair Value, Recurring | ||||
Assets: | ||||
Total | $ 260,355 | $ 239,300 | 643,941 | |
Liabilities: | ||||
Total | 135,678 | 0 | ||
Fair Value, Recurring | Level 1 | ||||
Assets: | ||||
Short-term investments | 224,359 | 330,053 | ||
Fair Value, Recurring | Level 1 | U.S. Treasury securities | ||||
Assets: | ||||
Estimated Fair Value | 128,341 | 224,359 | ||
Fair Value, Recurring | Level 1 | Money market funds | ||||
Assets: | ||||
Cash equivalents | 57,325 | 14,941 | 102,978 | |
Fair Value, Recurring | Level 1 | U.S. Treasury securities | ||||
Assets: | ||||
Cash equivalents | 74,689 | 0 | 49,996 | |
Fair Value, Recurring | Level 2 | Corporate debt securities | ||||
Assets: | ||||
Estimated Fair Value | 0 | $ 160,914 | ||
Fair Value, Recurring | Level 3 | ||||
Liabilities: | ||||
Derivative liability | $ 135,678 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Sep. 30, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Long-term investments | $ 26,600 | $ 26,600 | ||
Payment for long-term investment | $ 25,000 | |||
Convertible notes | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Unamortized debt discount and issuance costs | 48,109 | $ 62,327 | ||
Convertible notes | Fair value | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Convertible debt | 195,800 | |||
Convertible notes | Carrying value | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Convertible debt | $ 122,700 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Cash Equivalents and Marketable Securities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-sale [Line Items] | |||
Cash equivalents | $ 132,014 | $ 14,941 | $ 152,974 |
Unrealized Loss | 63 | (545) | |
Unrealized Losses | (545) | (588) | |
Amortized Cost | 260,292 | 239,845 | 644,529 |
Estimated Fair Value | 260,355 | 239,300 | 643,941 |
Cash equivalents: | Money market funds | |||
Debt Securities, Available-for-sale [Line Items] | |||
Cash equivalents | 57,325 | 14,941 | 102,978 |
Cash equivalents: | U.S. Treasury securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Cash equivalents | 74,689 | 49,996 | |
Short-term investments: | U.S. Treasury securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Unrealized Loss | 63 | (545) | |
Amortized Cost | 128,278 | 224,904 | 330,618 |
Unrealized Losses | (545) | (565) | |
Estimated Fair Value | $ 128,341 | $ 224,359 | 330,053 |
Short-term investments: | Corporate debt securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Amortized Cost | 160,937 | ||
Unrealized Losses | (23) | ||
Estimated Fair Value | $ 160,914 |
Balance Sheet Components - Cash
Balance Sheet Components - Cash and Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Cash and Cash Equivalents | ||||||
Cash | $ 35,891 | $ 58,754 | $ 17,065 | |||
Cash equivalents | 132,014 | 14,941 | 152,974 | |||
Total cash and cash equivalents | 167,905 | 73,695 | 170,039 | |||
Cash, Cash Equivalents and Restricted Cash | ||||||
Cash and cash equivalents | 167,905 | 73,695 | 170,039 | |||
Restricted cash, current portion | 12,565 | 12,565 | 12,105 | |||
Restricted cash, net of current portion | 0 | 460 | ||||
Total restricted cash | 12,565 | 12,565 | ||||
Total cash and cash equivalents, and restricted cash | $ 180,470 | $ 86,260 | $ 59,929 | $ 182,604 | $ 123,697 | $ 53,649 |
Balance Sheet Components - Inve
Balance Sheet Components - Inventories (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Raw materials | $ 163,327 | $ 127,199 | $ 65,225 | ||
Work in progress | 22,419 | 21,153 | 25,062 | ||
Finished goods | 11,123 | 13,518 | 18,269 | ||
Service parts | 8,620 | 7,697 | 6,000 | ||
Total inventories | 205,489 | 169,567 | 114,556 | ||
Write-down of inventories | $ 0 | $ 0 | 800 | $ 1,900 | $ 3,000 |
Purchase commitment shortfall penalty | $ 7,700 |
Balance Sheet Components - Prop
Balance Sheet Components - Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||||
Finance lease right-of-use assets | $ 878 | $ 179 | $ 179 | ||
Property, plant and equipment, and finance lease right-of-use asset gross | 181,570 | 174,091 | 120,905 | ||
Less: Accumulated depreciation and amortization | (71,145) | (66,539) | (58,659) | ||
Total | 110,425 | 107,552 | 62,246 | ||
Depreciation and amortization expense | 4,717 | $ 3,381 | 12,606 | 15,689 | $ 15,536 |
Computer hardware | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 6,020 | 5,465 | 5,195 | ||
Computer software | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 12,813 | 11,012 | 9,561 | ||
Internally used vehicles and charging systems | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 15,177 | 15,177 | 16,459 | ||
Leased vehicles and batteries | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 5,142 | 5,142 | 6,863 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 30,883 | 10,716 | 10,516 | ||
Machinery and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 54,195 | 28,942 | 28,302 | ||
Office furniture and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 3,282 | 2,523 | 1,861 | ||
Tooling | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 23,971 | 22,430 | 21,726 | ||
Construction in progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | $ 29,209 | $ 72,505 | $ 20,243 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accrued payroll and related expenses | $ 6,493 | $ 8,647 | $ 8,069 |
Accrued sales and use tax | 1,284 | 1,784 | 885 |
Warranty reserve | 8,229 | 8,406 | 8,116 |
Accrued supplier liability | 4,059 | 7,699 | 0 |
Insurance related liability | 1,764 | 4,445 | 0 |
Other accrued expenses | 3,433 | 2,570 | 3,564 |
Total | $ 25,262 | $ 33,551 | $ 20,634 |
Balance Sheet Components - Othe
Balance Sheet Components - Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Warranty reserve | $ 20,020 | $ 17,107 | $ 15,158 |
Finance lease liability, noncurrent, location | Total | Total | |
Finance lease liabilities, non-current | 512 | $ 57 | $ 87 |
Total | $ 20,532 | $ 17,164 | $ 15,245 |
Debt - Debt, Net of Debt Discou
Debt - Debt, Net of Debt Discount and Issuance Costs (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||
Total debt | $ 177,735 | $ 122,692 | $ 110,999 |
Less debt, current | 177,735 | 122,692 | 0 |
Debt, non-current | 0 | 0 | 110,999 |
Credit facility | Senior Credit Facility | |||
Debt Instrument [Line Items] | |||
Total debt | 0 | 0 | |
PPP loan | |||
Debt Instrument [Line Items] | |||
Total debt | 0 | 10,000 | |
Convertible notes | |||
Debt Instrument [Line Items] | |||
Total debt | 177,735 | 122,692 | $ 100,999 |
Convertible notes | Convertible Notes Facility | |||
Debt Instrument [Line Items] | |||
Total debt | $ 177,735 | $ 122,692 |
Debt - Senior Credit Facility (
Debt - Senior Credit Facility (Details) - USD ($) | 1 Months Ended | ||||
May 31, 2019 | Mar. 31, 2023 | Jan. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||||
Letters of credit outstanding, amount | $ 17,800,000 | ||||
Credit facility | |||||
Debt Instrument [Line Items] | |||||
Letters of credit outstanding, amount | 17,600,000 | ||||
Credit facility | Senior Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Borrowing capacity | $ 75,000,000 | ||||
Availability, period from maturity of subordinated debt | 91 days | ||||
Availability, subordinated debt | $ 7,500,000 | ||||
Commitment potential increase | 50,000,000 | ||||
Commitment potential reduction | $ 25,000,000 | ||||
Termination notice period | 15 days | ||||
Fixed charge coverage ratio | 1 | ||||
Amount outstanding | 0 | $ 0 | |||
Letters of credit outstanding, amount | $ 20,100,000 | ||||
Credit facility | Senior Credit Facility | Federal Funds Rate | Variable rate component one | |||||
Debt Instrument [Line Items] | |||||
Spread plus (minus) on variable interest rate | 0.50% | ||||
Credit facility | Senior Credit Facility | London Interbank Offered Rate (LIBOR) | Variable rate component one | |||||
Debt Instrument [Line Items] | |||||
Spread plus (minus) on variable interest rate | 1% | ||||
Credit facility | Senior Credit Facility | London Interbank Offered Rate (LIBOR) | Minimum | Variable rate component two | |||||
Debt Instrument [Line Items] | |||||
Spread plus (minus) on variable interest rate | 1.50% | ||||
Credit facility | Senior Credit Facility | London Interbank Offered Rate (LIBOR) | Maximum | Variable rate component two | |||||
Debt Instrument [Line Items] | |||||
Spread plus (minus) on variable interest rate | 3% | ||||
Credit facility | Senior Credit Facility | Base Rate | Minimum | Variable rate component two | |||||
Debt Instrument [Line Items] | |||||
Spread plus (minus) on variable interest rate | 0% | ||||
Credit facility | Senior Credit Facility | Base Rate | Maximum | Variable rate component two | |||||
Debt Instrument [Line Items] | |||||
Spread plus (minus) on variable interest rate | 1.50% | ||||
Letter of credit | Senior Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Borrowing capacity | $ 25,000,000 | $ 25,000,000 | $ 20,000,000 |
Debt - Small Business Administr
Debt - Small Business Administration Loan (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
May 31, 2022 | May 31, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||||||
Loan proceeds | $ 0 | $ 0 | $ 219,471 | ||||
Gain on debt extinguishment | $ (177,939) | $ 0 | $ 10,201 | $ 0 | $ 0 | ||
PPP loan | |||||||
Debt Instrument [Line Items] | |||||||
Loan proceeds | $ 10,000 | ||||||
Spread plus (minus) on variable interest rate | 1% | ||||||
Debt forgiven | $ 10,000 | ||||||
Refund of previously paid interest | 200 | ||||||
Gain on debt extinguishment | $ 10,200 |
Debt - Convertible Notes (Detai
Debt - Convertible Notes (Details) | 3 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2023 USD ($) $ / shares shares | Jun. 14, 2021 USD ($) shares | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) lease $ / shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Mar. 30, 2023 USD ($) shares | Aug. 31, 2020 USD ($) $ / shares shares | Aug. 04, 2020 USD ($) | |
Debt Instrument [Line Items] | ||||||||||
Warrant to purchase shares of convertible preferred stock (in shares) | shares | 24,900,000 | |||||||||
Debt amount converted | $ 46,500,000 | $ 0 | $ 48,607,000 | $ 0 | ||||||
Conversion of Convertible Notes into common stock | 48,781,000 | |||||||||
Consecutive days | 20 days | |||||||||
Conversion price (in usd per share) | $ / shares | $ 6.5712 | |||||||||
Amortization of debt issuance cost and debt discounts | $ 3,854,000 | $ 3,337,000 | $ 14,297,000 | 34,809,000 | 6,045,000 | |||||
Special meeting of stockholders' | 6 months | |||||||||
Convertible Debt [Abstract] | ||||||||||
Total debt | $ 177,735,000 | 177,735,000 | 122,692,000 | 110,999,000 | ||||||
Maturities of Long-Term Debt [Abstract] | ||||||||||
Long-Term Debt, Maturity, Remainder of Fiscal Year | 0 | 0 | ||||||||
Long-Term Debt, Maturity, Year Two | 3,941,000 | 3,941,000 | ||||||||
Long-Term Debt, Maturity, Year Five | 168,930,000 | 168,930,000 | ||||||||
Long-Term Debt And Accrued PIK Interest | 172,871,000 | 172,871,000 | ||||||||
Loss on debt extinguishment | 177,939,000 | 0 | (10,201,000) | 0 | 0 | |||||
Debt extinguishment fair value adjustment | 7,200,000 | |||||||||
2023 | 0 | 0 | ||||||||
Additional Paid-in Capital | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Conversion of Convertible Notes into common stock | 48,780,000 | |||||||||
Maturities of Long-Term Debt [Abstract] | ||||||||||
Debt extinguishment fair value adjustment | 7,200,000 | |||||||||
Convertible note warrants | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrant to purchase shares of convertible preferred stock (in shares) | shares | 4,562,533 | |||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.02 | |||||||||
Warrant liability | $ 29,000,000 | |||||||||
Fair value of embedded derivative liability | $ 68,500,000 | |||||||||
Convertible note warrants | Original Convertible Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.02 | |||||||||
Warrant liability | $ 29,000,000 | |||||||||
Convertible notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount | $ 200,000,000 | |||||||||
Interest rate | 5% | |||||||||
Paid-in-kind interest rate | 4.50% | |||||||||
Conversion terms, event of liquidation or sale, conversion price percentage | 150% | |||||||||
Covenant, required minimum liquidity | $ 75,000,000 | $ 75,000,000 | ||||||||
Covenant, required minimum liquidity, multiple factor of cash burn | 4 | 4 | ||||||||
Debt issuance costs incurred | $ 5,100,000 | |||||||||
Debt amount converted | 46,500,000 | |||||||||
Write off of unamortized debt issuance cost and debt discounts | 21,000,000 | 62,300,000 | $ 62,300,000 | |||||||
Conversion price (in usd per share) | $ / shares | $ 6.5712 | |||||||||
Convertible notes stock price trigger (in usd per share) | $ / shares | $ 9.86 | |||||||||
Threshold consecutive trading days | lease | 20 | |||||||||
Amortization of debt issuance cost and debt discounts | $ 14,200,000 | 34,700,000 | $ 5,600,000 | |||||||
Convertible Debt [Abstract] | ||||||||||
Principal | 153,500,000 | 153,500,000 | ||||||||
PIK interest | 17,301,000 | 9,826,000 | ||||||||
Total principal | 172,871,000 | 172,871,000 | 170,801,000 | 163,326,000 | ||||||
Less debt discount and issuance costs | (48,109,000) | (62,327,000) | ||||||||
Total debt | $ 177,735,000 | $ 177,735,000 | 122,692,000 | $ 100,999,000 | ||||||
Convertible notes | Original Convertible Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount | $ 200,000,000 | |||||||||
Interest rate | 5% | |||||||||
Paid-in-kind interest rate | 4.50% | |||||||||
Conversion terms, event of liquidation or sale, conversion price percentage | 150% | |||||||||
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 | |||||||||
Consecutive days | 20 days | |||||||||
Write off of unamortized debt issuance cost and debt discounts | 21,000,000 | |||||||||
Conversion price (in usd per share) | $ / shares | $ 6.5712 | $ 6.5712 | ||||||||
Amortization of debt issuance cost and debt discounts | $ 3,800,000 | $ 3,300,000 | ||||||||
Convertible Debt [Abstract] | ||||||||||
Principal | 153,500,000 | $ 153,500,000 | ||||||||
PIK interest | 17,301,000 | 19,196,000 | ||||||||
Total principal | 170,801,000 | 172,696,000 | ||||||||
Less debt discount and issuance costs | (48,109,000) | (44,275,000) | ||||||||
Total debt | 122,692,000 | $ 128,421,000 | ||||||||
Maturities of Long-Term Debt [Abstract] | ||||||||||
Loss on debt extinguishment | $ 177,900,000 | |||||||||
Debt extinguishment fair value adjustment | $ 7,200,000 | |||||||||
Convertible notes | Convertible Notes Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 12% | 12% | ||||||||
Paid-in-kind interest rate | 7% | 7% | ||||||||
Covenant, required minimum liquidity | $ 125,000,000 | $ 125,000,000 | ||||||||
Fair value of embedded derivative liability | $ 135,700,000 | $ 135,700,000 | ||||||||
Consecutive days | 20 days | |||||||||
Interest rate | 5% | 5% | ||||||||
Default interest rate | 9% | 9% | ||||||||
Conversion price discount percentage | 75% | 75% | ||||||||
Conversion price floor | $ / shares | $ 1.016 | $ 1.016 | ||||||||
Breach of minimum liquidity covenant | 5 days | |||||||||
Beneficial ownership limitation | 40% | 40% | ||||||||
Maximum shares to be issued, percentage | 19.99% | 19.99% | ||||||||
Maximum shares to be issued | shares | 45,257,360 | 45,257,360 | 177,782,000 | |||||||
Convertible Debt [Abstract] | ||||||||||
Principal | $ 153,500,000 | $ 153,500,000 | ||||||||
PIK interest | 19,371,000 | 19,371,000 | ||||||||
Total principal | 172,900,000 | 172,900,000 | ||||||||
Less debt discount and issuance costs | 4,864,000 | 4,864,000 | ||||||||
Total debt | 177,735,000 | 177,735,000 | $ 122,692,000 | |||||||
Maturities of Long-Term Debt [Abstract] | ||||||||||
Convertible debt | 313,400,000 | 313,400,000 | ||||||||
Maturity not extended | $ 3,500,000 | $ 3,500,000 | ||||||||
Convertible notes | Convertible Notes Facility | Debt Instrument, Conversion Scenario One | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Conversion price (in usd per share) | $ / shares | $ 4 | $ 4 | ||||||||
Convertible notes | Convertible Notes Facility | Debt Instrument, Conversion Scenario Two | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Conversion price (in usd per share) | $ / shares | 5 | 5 | ||||||||
Convertible notes | Convertible Notes Facility | Debt Instrument, Conversion Scenario Three | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Conversion price (in usd per share) | $ / shares | 6 | 6 | ||||||||
Convertible notes | Convertible Notes Facility | Debt Instrument, Conversion Scenario Four | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Conversion price (in usd per share) | $ / shares | 4 | 4 | ||||||||
Convertible notes | Convertible Notes Facility | Debt Instrument, Conversion Scenario Five | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Conversion price (in usd per share) | $ / shares | 5 | 5 | ||||||||
Convertible notes | Convertible Notes Facility | Debt Instrument, Conversion Scenario Six | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Conversion price (in usd per share) | $ / shares | 6 | 6 | ||||||||
Convertible notes | Convertible Notes Facility | Volume Weighted Average Price Period One | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Volume weighted average price | $ / shares | 15 | 15 | ||||||||
Convertible notes | Convertible Notes Facility | Volume Weighted Average Price Period Two | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Volume weighted average price | $ / shares | $ 12 | $ 12 | ||||||||
Convertible notes | Additional Paid-in Capital | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Conversion of Convertible Notes into common stock | 48,800,000 | |||||||||
Convertible notes | Additional Paid-in Capital | Original Convertible Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Conversion of Convertible Notes into common stock | $ 48,800,000 |
Debt - Derivative Liability (De
Debt - Derivative Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Derivative liability, location not disclosed | derivative liability | derivative liability |
Derivative Liability [Roll Forward] | ||
Fair value as of December 31, 2020 | $ 0 | $ 70,870 |
Change in fair value | 111,684 | |
Reclassification of liability upon the reverse recapitalization | (182,554) | |
Fair value as of December 31, 2021 | $ 0 | |
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Gain (Loss) on Derivative and Warrant Liability |
Leases - Net Investment In Leas
Leases - Net Investment In Lease (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | |||
Net investment in leases, current | $ 872 | $ 985 | $ 411 |
Net investment in leases, non-current | 9,173 | 9,304 | 5,179 |
Total net investment in leases | $ 10,045 | $ 10,289 | $ 5,590 |
Leases - Lessor Future Minimum
Leases - Lessor Future Minimum Payments Receivable (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Operating leases | ||
Remainder of fiscal year | $ 279 | |
Year one | 0 | $ 384 |
Year two | 0 | 0 |
Year three | 0 | 0 |
Year four | 0 | 0 |
Year five | 0 | |
After year five | 0 | |
Thereafter | 0 | |
Total minimum lease payments | 279 | 384 |
Sales-type leases | ||
Remainder of fiscal year | 580 | |
Year one | 1,010 | 749 |
Year two | 1,528 | 1,010 |
Year three | 1,528 | 1,528 |
Year four | 1,528 | 1,528 |
Year five | 1,528 | |
After year five | 4,013 | |
Thereafter | 4,013 | |
Total minimum lease payments | $ 10,187 | $ 10,356 |
Leases - Maturities Of Operatin
Leases - Maturities Of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | |||
Remainder of fiscal year | $ 6,122 | ||
Year one | 4,224 | $ 8,203 | |
Year two | 3,487 | 4,224 | |
Year three | 2,615 | 3,487 | |
Year four | 2,238 | 2,615 | |
After year four | 9,858 | ||
Year five | 2,238 | ||
After year five | 9,858 | ||
Total undiscounted lease payment | 28,544 | 30,625 | |
Less: imputed interest | (5,305) | (5,651) | |
Total lease liabilities | $ 23,239 | $ 24,974 | $ 25,047 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||||
Operating lease, expense | $ 2.1 | $ 1.5 | $ 7.3 | $ 4.2 | $ 4 |
Operating lease, weighted average remaining lease term | 6 years 4 months 24 days | 6 years 4 months 24 days | 7 years 7 months 6 days | ||
Operating lease, weighted average discount rate, percent | 6.10% | 6.20% | 5.80% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||||
Operating cash flows from operating leases | $ (2,082) | $ (1,377) | $ (7,053) | $ (4,209) | $ (3,855) |
Lease liabilities arising from obtaining right-of-use assets: | |||||
Operating lease | 0 | 25 | $ 5,534 | $ 17,573 | $ 7 |
Finance lease | $ 699 | $ 0 |
Leases - Operating Lease Right-
Leases - Operating Lease Right-of-use Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | |||
Operating lease right-of-use assets | $ 18,661 | $ 20,274 | $ 24,282 |
Operating lease liabilities, current | 5,998 | 6,876 | 4,084 |
Operating lease liabilities, non-current | 17,241 | 18,098 | 20,963 |
Total lease liabilities | $ 23,239 | $ 24,974 | $ 25,047 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 31, 2023 | Dec. 31, 2021 | |
Other Commitments [Line Items] | |||
Purchase commitment, outstanding inventory and other | $ 2,200,000 | $ 2,100,000 | |
Long-term inventory prepayment | 10,000 | 10,000 | $ 0 |
Letters of credit outstanding, amount | $ 17,800 | ||
Senior Credit Facility | Credit facility | |||
Other Commitments [Line Items] | |||
Letters of credit outstanding, amount | $ 20,200 | ||
Minimum | |||
Other Commitments [Line Items] | |||
Expected timing of future prepayment | 6 months | ||
Maximum | |||
Other Commitments [Line Items] | |||
Expected timing of future prepayment | 12 months |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 vote shares | Dec. 31, 2022 vote shares | Dec. 31, 2021 shares | Jun. 14, 2021 $ / shares shares | |
Equity [Abstract] | ||||
Capital stock, shares authorized (in shares) | 510,000,000 | |||
Capital stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 |
Common stock, shares issued (in shares) | 226,852,590 | 226,265,161 | 221,960,000 | 207,300,000 |
Common stock, shares outstanding (in shares) | 226,852,590 | 226,265,161 | 221,960,000 | 207,348,000 |
Preferred stock, shares issued (in shares) | 0 | 0 | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | 0 |
Common stock, number of votes per share | vote | 1 | 1 |
Stockholders' Equity - Reserved
Stockholders' Equity - Reserved Shares (Details) - shares | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 14, 2021 |
Class of Stock [Line Items] | |||
Reserved shares of common stock for issuance | 114,312,000 | 84,645,000 | |
2021 Employee Stock Purchase Plan | |||
Class of Stock [Line Items] | |||
Reserved shares of common stock for issuance | 5,463,000 | 3,200,000 | |
Warrants | |||
Class of Stock [Line Items] | |||
Reserved shares of common stock for issuance | 1,000 | 1,000 | |
Earnout Stock | |||
Class of Stock [Line Items] | |||
Reserved shares of common stock for issuance | 18,009,000 | 18,009,000 | |
Convertible notes | |||
Class of Stock [Line Items] | |||
Reserved shares of common stock for issuance | 45,257,000 | 26,316,000 | |
2010 Equity Incentive Plan | |||
Class of Stock [Line Items] | |||
Reserved shares of common stock for issuance | 16,331,000 | 16,643,000 | 22,532,619 |
2021 Equity Incentive Plan | |||
Class of Stock [Line Items] | |||
Reserved shares of common stock for issuance | 29,251,000 | 20,476,000 | 10,400,000 |
Warrants - Narrative (Details)
Warrants - Narrative (Details) | 1 Months Ended | 12 Months Ended | |||||
Jun. 14, 2021 shares | Oct. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 USD ($) shares | Oct. 29, 2021 $ / shares | Jun. 13, 2021 USD ($) | Dec. 31, 2020 USD ($) shares | |
Class of Warrant or Right [Line Items] | |||||||
Redemption price (in usd per share) | $ / shares | $ 0.10 | $ 0.10 | $ 0.10 | ||||
Redemption ratio | 0.255 | ||||||
Exercise of warrants, preferred stock issued (in shares) | 26,099,987 | ||||||
Exercise of warrants, preferred stock issued (in shares) | 7,400,000 | 10,348,690 | |||||
Warrants redeemed (in shares) | 428,145 | ||||||
Reclassification of warrant liability to equity | $ | $ 53,400,000 | ||||||
Warrants outstanding (in shares) | 892 | 5,104,030 | |||||
Warrant Cash Exercise | |||||||
Class of Warrant or Right [Line Items] | |||||||
Proceeds from exercise of warrants | $ | $ 121,889 | ||||||
Warrant Cashless Exercise | |||||||
Class of Warrant or Right [Line Items] | |||||||
Exercise of warrants, preferred stock issued (in shares) | 5,351,231 | ||||||
Public Warrant | |||||||
Class of Warrant or Right [Line Items] | |||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 11.50 | ||||||
Warrant liability | $ | $ 0 | $ 84,600,000 | $ 0 | ||||
Warrants redeemed (in shares) | 428,145 | ||||||
Proceeds from warrants redeemed | $ | $ 42,815 | ||||||
Public Warrant | Warrant Cash Exercise | |||||||
Class of Warrant or Right [Line Items] | |||||||
Exercise of warrants, preferred stock issued (in shares) | 10,599 | ||||||
Public Warrant | Warrant Cashless Exercise | |||||||
Class of Warrant or Right [Line Items] | |||||||
Exercise of warrants, preferred stock issued (in shares) | 13,436,250 | ||||||
Private Placement Warrant | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrant liability | $ | $ 0 | $ 57,600,000 | $ 0 | ||||
Private Placement Warrant | Warrant Cashless Exercise | |||||||
Class of Warrant or Right [Line Items] | |||||||
Exercise of warrants, preferred stock issued (in shares) | 7,550,000 | ||||||
Other warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Exercise of warrants, preferred stock issued (in shares) | 5,103,138 | ||||||
Warrants redeemed (in shares) | 0 | ||||||
Warrants outstanding (in shares) | 892 | 892 | 5,104,030 |
Warrants - Activity (Details)
Warrants - Activity (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jun. 14, 2021 | Oct. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 31, 2020 | |
Class Of Warrant Or Right [Roll Forward] | |||||
Outstanding (in shares) | 892 | 5,104,030 | |||
Issued as part of the Merger (in shares) | 21,424,994 | ||||
Exercised (in shares) | (26,099,987) | ||||
Redeemed (in shares) | (428,145) | ||||
Outstanding (in shares) | 892 | ||||
Warrant to purchase shares of convertible preferred stock (in shares) | 24,900,000 | ||||
Number of shares issued during period resulting from conversion (in shares) | 7,400,000 | 10,348,690 | |||
Public warrants | |||||
Class Of Warrant Or Right [Roll Forward] | |||||
Outstanding (in shares) | 0 | 0 | |||
Issued as part of the Merger (in shares) | 13,874,994 | ||||
Exercised (in shares) | (13,446,849) | ||||
Redeemed (in shares) | (428,145) | ||||
Outstanding (in shares) | 0 | ||||
Private placement warrants | |||||
Class Of Warrant Or Right [Roll Forward] | |||||
Outstanding (in shares) | 0 | 0 | |||
Issued as part of the Merger (in shares) | 7,550,000 | ||||
Exercised (in shares) | (7,550,000) | ||||
Redeemed (in shares) | 0 | ||||
Outstanding (in shares) | 0 | ||||
Other warrants | |||||
Class Of Warrant Or Right [Roll Forward] | |||||
Outstanding (in shares) | 892 | 5,104,030 | |||
Issued as part of the Merger (in shares) | 0 | ||||
Exercised (in shares) | (5,103,138) | ||||
Redeemed (in shares) | 0 | ||||
Outstanding (in shares) | 892 | 892 | |||
Legacy Warrants | |||||
Class Of Warrant Or Right [Roll Forward] | |||||
Fair value as of December 31, 2020 | $ 0 | $ 39,670 | |||
Warrant liability acquired as part of the reverse recapitalization | 0 | ||||
Change in fair value | 47,346 | ||||
Reclassification of liability upon the reverse recapitalization | (69,320) | ||||
Reclassification of liability upon exercise of warrants | (17,696) | ||||
Fair value as of December 31, 2021 | 0 | ||||
Warrant to purchase shares of convertible preferred stock (in shares) | 3,500,000 | ||||
Private Placement Warrant | |||||
Class Of Warrant Or Right [Roll Forward] | |||||
Fair value as of December 31, 2020 | $ 57,600 | 0 | 0 | ||
Warrant liability acquired as part of the reverse recapitalization | 57,610 | ||||
Change in fair value | (38,589) | ||||
Reclassification of liability upon the reverse recapitalization | 0 | ||||
Reclassification of liability upon exercise of warrants | (19,021) | ||||
Fair value as of December 31, 2021 | 0 | ||||
Warrant to purchase shares of convertible preferred stock (in shares) | 7,600,000 | ||||
Public Warrant | |||||
Class Of Warrant Or Right [Roll Forward] | |||||
Redeemed (in shares) | (428,145) | ||||
Fair value as of December 31, 2020 | $ 84,600 | $ 0 | 0 | ||
Warrant liability acquired as part of the reverse recapitalization | 84,640 | ||||
Change in fair value | (50,264) | ||||
Reclassification of liability upon the reverse recapitalization | 0 | ||||
Reclassification of liability upon exercise of warrants | (34,376) | ||||
Fair value as of December 31, 2021 | $ 0 | ||||
Warrant to purchase shares of convertible preferred stock (in shares) | 13,900,000 | ||||
Convertible note warrants | |||||
Class Of Warrant Or Right [Roll Forward] | |||||
Warrant to purchase shares of convertible preferred stock (in shares) | 4,562,533 |
Equity Plans and Stock-based _3
Equity Plans and Stock-based Compensation - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Jun. 14, 2021 | Jun. 11, 2021 | Jun. 30, 2021 | Mar. 31, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Options exercisable, Number of options (in shares) | 12,216,812 | 11,822,253 | ||||||||
Awards granted (in shares) | 2,075,398 | 758,528 | 726,309 | 5,829,698 | ||||||
Awards outstanding (in shares) | 15,912,092 | 14,256,697 | 18,101,584 | 20,178,784 | 18,208,313 | |||||
Stock-based compensation expense | $ 4,314,000 | $ 4,642,000 | $ 21,840,000 | $ 16,061,000 | $ 10,282,000 | |||||
Total intrinsic value of stock options exercised | 100,000 | 10,900,000 | 12,100,000 | 4,300,000 | ||||||
Total estimated grant date fair value of stock options vested | 2,400,000 | 9,300,000 | 13,800,000 | $ 9,900,000 | ||||||
Unrecognized stock-based compensation expense | $ 11,700,000 | $ 12,900,000 | ||||||||
Unrecognized stock-based compensation expense, period for recognition | 1 year 9 months 18 days | |||||||||
Equity Incentive Plan 2010 | ||||||||||
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 | |||||||||
2010 Equity Incentive Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Options exercisable, Number of options (in shares) | 22,532,619 | 16,331,367 | 16,642,864 | |||||||
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% | 4% | ||||||||
Additional shares authorized (in shares) | 9,050,606 | 8,878,388 | ||||||||
Exercise price, percent of fair market value for greater than ten percent shareholders | 110% | 110% | ||||||||
2021 Equity Incentive Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common stock reserved for the Plan (in shares) | 10,000,000 | |||||||||
Number of shares that may be issued (in shares) | 30,000,000 | 30,000,000 | ||||||||
Employee Stock Purchase Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common stock reserved for the Plan (in shares) | 1,630,000 | 1,630,000 | ||||||||
Annual percentage increase in shares reserved | 1% | 1% | ||||||||
Additional shares authorized (in shares) | 2,262,651 | 2,219,597 | ||||||||
Number of shares that may be issued (in shares) | 16,300,000 | 16,300,000 | ||||||||
Stock-based compensation expense | $ 300,000 | $ 300,000 | $ 1,300,000 | $ 200,000 | ||||||
ESPP, percentage of eligible compensation | 15% | 15% | ||||||||
ESPP, purchase price percentage | 85% | 85% | ||||||||
ESPP, maximum shares that may be purchased | 2,500 | 2,500 | ||||||||
ESPP, offering period | 6 months | |||||||||
ESPP, maximum amount that may be purchased | $ 25,000 | $ 25,000 | ||||||||
Shares issued ESPP (in shares) | 649,492 | |||||||||
Stock options and RSUs to purchase common stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award expiration period | 10 years | 10 years | ||||||||
Unrecognized stock-based compensation expense, period for recognition | 2 years 7 months 6 days | |||||||||
Stock options and RSUs to purchase common stock | Greater than 10% stockholder | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award expiration period | 5 years | 5 years | ||||||||
Restricted stock units (RSUs) | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period | 4 years | 4 years | ||||||||
Unrecognized stock-based compensation expense, RSUs | $ 34,200,000 | $ 33,700,000 | ||||||||
Unrecognized stock-based compensation expense, period for recognition | 3 years 2 months 12 days | 3 years | ||||||||
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 | 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 | 669,375 | |||||||
Number of shares that fully vested (in shares) | 669,375 | |||||||||
Stock-based compensation expense | $ 2,100,000 | |||||||||
Unrecognized stock-based compensation expense | $ 2,100,000 |
Equity Plans and Stock-based _4
Equity Plans and Stock-based Compensation - Outstanding Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Stock Options Outstanding | ||||||
Balance at beginning of period (in shares) | 14,256,697 | 18,101,584 | 20,178,784 | 18,208,313 | ||
Granted (in shares) | 2,075,398 | 758,528 | 726,309 | 5,829,698 | ||
Exercised (in shares) | (57,036) | (3,213,024) | (1,966,532) | (1,750,822) | ||
Cancelled/forfeited/expired (in shares) | (362,967) | (1,390,391) | (836,977) | (2,108,405) | ||
Balance at end of period (in shares) | 15,912,092 | 14,256,697 | 18,101,584 | 20,178,784 | 18,208,313 | |
Options exercisable, Number of options (in shares) | 12,216,812 | 11,822,253 | ||||
Stock Options Weighted Average Exercise Price | ||||||
Balance at beginning of period (in dollars per share) | $ 4.32 | $ 4.08 | $ 3.81 | $ 3.42 | ||
Granted (in dollars per share) | 1.50 | 7.70 | 10.42 | 4.89 | ||
Exercised (in dollars per share) | 1.98 | 3.02 | 3.36 | 2.40 | ||
Cancelled/forfeited/expired (in dollars per share) | 6.67 | 6.04 | 4.65 | 4.61 | ||
Balance at end of period (in dollars per share) | 3.91 | 4.32 | $ 4.08 | $ 3.81 | $ 3.42 | |
Options exercisable, Weighted average exercise price per share (in dollars per share) | $ 3.96 | $ 3.87 | ||||
Stock Option Activity, Additional Disclosures | ||||||
Options outstanding, Weighted average remaining contractual term | 5 years 7 months 6 days | 5 years 6 months | 5 years 6 months | 7 years 4 months 24 days | 7 years 7 months 6 days | |
Options exercisable, Weighted average remaining contractual term | 4 years 6 months | 4 years 10 months 24 days | ||||
Options outstanding, Aggregate intrinsic value (in USD) | $ 372 | $ 9,469 | $ 87,425 | $ 65,056 | $ 34,723 | |
Options exercisable, Aggregate intrinsic value (in USD) | $ 331 | $ 9,469 | ||||
CEO Time-Based Awards at $10 to $25 | ||||||
Number of Stock Options Outstanding | ||||||
Balance at beginning of period (in shares) | 2,677,500 | |||||
Balance at end of period (in shares) | 2,677,500 | 2,677,500 | 2,677,500 | |||
Milestone Options | ||||||
Number of Stock Options Outstanding | ||||||
Balance at beginning of period (in shares) | 669,375 | |||||
Balance at end of period (in shares) | 669,375 | 669,375 | 669,375 | |||
Equity Awards | ||||||
Number of Stock Options Outstanding | ||||||
Balance at beginning of period (in shares) | 1,840,784 | |||||
Balance at end of period (in shares) | 2,008,124 | 1,840,784 | ||||
Stock Options Weighted Average Exercise Price | ||||||
Options exercisable, Weighted average exercise price per share (in dollars per share) | $ 19.61 | $ 19.61 |
Equity Plans and Stock-based _5
Equity Plans and Stock-based Compensation - Assumptions Used in Fair Value Measurement (Details) - Stock options and RSUs to purchase common stock | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected term (in years) | 6 years 3 months 18 days | 6 years 1 month 6 days | 6 years 3 months 18 days | 6 years 2 months 12 days | 6 years 1 month 6 days |
Risk-free interest rate | 3.60% | 1.90% | 2% | 1% | 0.50% |
Expected volatility | 55.10% | 55% | 55.10% | 54.80% | 69.10% |
Expected dividend rate | 0% | 0% | 0% | 0% | 0% |
Equity Plans and Stock-based _6
Equity Plans and Stock-based Compensation - RSU Activity (Details) - Restricted stock units (RSUs) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of RSUs | |||
Balance (in shares) | 5,733,227 | 1,324,960 | 0 |
Granted (in shares) | 3,825,133 | 5,541,916 | 1,480,201 |
Vested (in shares) | (530,393) | (442,934) | (58,731) |
Cancelled/forfeited (in shares) | (521,679) | (690,715) | (96,510) |
Balance (in shares) | 8,506,288 | 5,733,227 | 1,324,960 |
Weighted Average Grant Date Fair Value | |||
Balance (in dollars per share) | $ 7.07 | $ 10.67 | $ 0 |
Granted (in dollars per share) | 1.75 | 6.60 | 10.72 |
Vested (in dollars per share) | 10 | 9.84 | 11.41 |
Cancelled/forfeited (in dollars per share) | 10 | 8.39 | 10.98 |
Balance (in dollars per share) | $ 4.63 | $ 7.07 | $ 10.67 |
Equity Plans and Stock-based _7
Equity Plans and Stock-based Compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock-based compensation expense | $ 4,314 | $ 4,642 | $ 21,840 | $ 16,061 | $ 10,282 |
Cost of goods sold | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock-based compensation expense | 305 | 516 | 1,749 | 1,385 | 929 |
Research and development | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock-based compensation expense | 1,192 | 993 | 5,302 | 2,507 | 1,616 |
Selling, general and administrative | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock-based compensation expense | $ 2,817 | $ 3,133 | $ 14,789 | $ 12,169 | $ 7,737 |
Net Loss Per Share - Calculatio
Net Loss Per Share - Calculation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Jun. 14, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||||||
Net loss | $ (243,977) | $ (50,078) | $ (237,950) | $ (250,006) | $ (127,007) | |
Effect of dilutive securities: | ||||||
Interest expense to be recognized upon conversion of Convertible Notes | 0 | (55,185) | (32,330) | 0 | 0 | |
Numerator for diluted EPS - Net loss after the effect of dilutive securities | $ (243,977) | $ (105,263) | $ (270,280) | $ (250,006) | $ (127,007) | |
Denominator: | ||||||
Weighted-average shares used in computing net loss per share of common stock, basic (in shares) | 226,410 | 222,276 | 224,301 | 120,886 | 4,385 | |
Convertible Notes (in shares) | 0 | 24,855 | 24,855 | 0 | 0 | |
Diluted weighted average shares (in shares) | 226,410 | 247,131 | 249,156 | 120,886 | 4,385 | |
Net loss per share of common stock: | ||||||
Basic (in dollars per share) | $ (1.08) | $ (0.23) | $ (1.06) | $ (2.07) | $ (28.96) | |
Diluted (in dollars per share) | $ (1.08) | $ (0.43) | $ (1.08) | $ (2.07) | $ (28.96) | |
Convertible notes | ||||||
Debt Instrument [Line Items] | ||||||
Write off of unamortized debt discount | $ 21,000 | $ 62,300 | $ 62,300 | |||
Interest expense | $ 7,100 | $ 30,000 |
Net Loss Per Share - Narrative
Net Loss Per Share - Narrative (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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 | |
Convertible notes | ||
Debt Instrument [Line Items] | ||
Convertible Notes, conversion price (in usd per share) | $ 6.5712 | |
Original Convertible Notes | 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 Loss Per Share - Potentiall
Net Loss Per Share - Potentially Dilutive Securities (Details) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities (in shares) | 63,301,000 | 23,338,000 | 22,774,000 | 144,206,000 |
Share-based Payment Arrangement | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities (in shares) | 27,765,000 | |||
Warrant liability | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities (in shares) | 1,000 | |||
Convertible notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities (in shares) | 35,535,000 | |||
Convertible preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities (in shares) | 0 | 0 | 115,576,000 | |
Warrants to purchase convertible preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities (in shares) | 0 | 0 | 508,000 | |
Stock options and RSUs to purchase common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities (in shares) | 23,337,000 | 22,773,000 | 23,526,000 | |
Warrants to purchase common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities (in shares) | 1,000 | 1,000 | 4,596,000 |
Income Tax - Components of the
Income Tax - Components of the Net Loss Before the Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (237,950) | $ (249,990) | $ (126,985) |
Income Tax - Provision for Inco
Income Tax - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||||
Federal | $ 0 | $ 0 | $ 0 | ||
State | 0 | 16 | 13 | ||
Foreign | 0 | 0 | 9 | ||
Total current provision | 0 | 16 | 22 | ||
Deferred: | |||||
Federal | 0 | 0 | 0 | ||
State | 0 | 0 | 0 | ||
Foreign | 0 | 0 | 0 | ||
Total deferred provision | 0 | 0 | 0 | ||
Total provision for income taxes | $ 0 | $ 0 | $ 0 | $ 16 | $ 22 |
Income Tax - Reconciliation of
Income Tax - Reconciliation of Effective Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
U.S. federal statutory rate | 21% | 21% | 21% |
State income taxes, net of federal benefit | 2.60% | 3.90% | 1.70% |
Change in valuation allowance | (23.20%) | (17.90%) | (17.50%) |
Research and development credit | 1.20% | 0.50% | 0.20% |
Fair market value adjustment | 0% | (5.90%) | (2.10%) |
Non-deductible Convertible Notes interest expense | (1.40%) | (1.50%) | (2.20%) |
Other | (0.20%) | (0.10%) | (1.10%) |
Effective income tax rate | 0% | 0% | 0% |
Income Tax - Deferred Tax Asset
Income Tax - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 182,302 | $ 150,857 |
Deferred revenue | 16,593 | 9,419 |
Stock-based compensation | 5,276 | 4,679 |
Accruals and reserves, not currently deductible for tax purposes | 11,355 | 10,665 |
Research and development credit | 7,941 | 4,562 |
Goodwill and capitalized R&D expenses | 12,936 | 888 |
Interest expense | 1,405 | 1,808 |
Lease liability | 6,172 | 6,511 |
Other | 45 | 381 |
Gross deferred tax assets | 244,025 | 189,770 |
Less valuation allowance | (237,399) | (182,113) |
Net deferred tax assets | 6,626 | 7,657 |
Deferred tax liabilities: | ||
Property, plant and equipment | (1,612) | (1,344) |
ROU assets | (5,014) | (6,313) |
Other | 0 | 0 |
Gross deferred tax liabilities | (6,626) | (7,657) |
Net deferred tax asset (liabilities) | $ 0 | $ 0 |
Income Tax - Narrative (Details
Income Tax - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Increase in net valuation allowance | $ 55,300,000 | $ 44,700,000 |
Net deferred tax assets and liabilities | 0 | 0 |
Accrued interest and penalties | $ 0 | $ 0 |
Income Tax - Net Operating Loss
Income Tax - Net Operating Loss Carryforwards (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Loss Carryforwards [Line Items] | ||
Total | $ 1,260,608 | $ 1,037,533 |
Federal | Prior to 2018 | ||
Operating Loss Carryforwards [Line Items] | ||
Total | 237,850 | 237,850 |
Federal | Post December 31, 2017 | ||
Operating Loss Carryforwards [Line Items] | ||
Total | 491,620 | 361,815 |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Total | $ 531,138 | $ 437,868 |
Income Tax - Tax Credit Carryfo
Income Tax - Tax Credit Carryforwards (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Tax Credit Carryforward [Line Items] | ||
Total | $ 11,424 | $ 5,925 |
Federal | ||
Tax Credit Carryforward [Line Items] | ||
Total | 7,167 | 3,454 |
State | ||
Tax Credit Carryforward [Line Items] | ||
Total | $ 4,257 | $ 2,471 |
Income Tax - Unrecognized Tax B
Income Tax - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning balance | $ 1,481 | $ 813 | $ 707 |
Increase – tax positions in current period | 1,375 | 668 | 106 |
Ending balance | $ 2,856 | $ 1,481 | $ 813 |
401(k) Plan (Details)
401(k) Plan (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |||||
Employer matching contribution, percent of match | 4% | 4% | |||
Employer matching contribution, cost | $ 1.1 | $ 0.7 | $ 3.3 | $ 2.4 | $ 1.9 |
Subsequent Events (Details)
Subsequent Events (Details) | 1 Months Ended | ||||
Jan. 31, 2023 USD ($) position | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Aug. 31, 2020 USD ($) | Aug. 04, 2020 USD ($) | |
Subsequent Event [Line Items] | |||||
Restructuring plan, expected percentage of workforce impacted | 25% | ||||
Restructuring plan, number of employees impacted | position | 300 | ||||
Minimum | |||||
Subsequent Event [Line Items] | |||||
Expected severance cost | $ 3,000,000 | ||||
Maximum | |||||
Subsequent Event [Line Items] | |||||
Expected severance cost | 5,000,000 | ||||
Convertible notes | |||||
Subsequent Event [Line Items] | |||||
Covenant, required minimum liquidity | $ 75,000,000 | $ 75,000,000 | |||
Covenant, required minimum liquidity, multiple factor of cash burn | 4 | 4 | |||
Senior Credit Facility | Letter of credit | |||||
Subsequent Event [Line Items] | |||||
Increase in borrowing capacity | 5,000,000 | ||||
Borrowing capacity | $ 25,000,000 | $ 25,000,000 | $ 20,000,000 |