Cover
Cover - shares shares in Millions | 6 Months Ended | |
Jun. 30, 2023 | Aug. 04, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-39546 | |
Entity Registrant Name | Proterra Inc | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 90-2099565 | |
Entity Address, Address Line One | 1815 Rollins Road | |
Entity Address, City or Town | Burlingame | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94010 | |
City Area Code | 864 | |
Local Phone Number | 438-0000 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | PTRA | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 227.8 | |
Entity Central Index Key | 0001820630 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | [1] |
Assets: | |||
Cash and cash equivalents | $ 64,201 | $ 73,695 | |
Accounts receivable, net | 81,907 | 130,337 | |
Short-term investments | 156,615 | 224,359 | |
Inventory | 292,247 | 169,567 | |
Prepaid expenses and other current assets | 34,202 | 50,893 | |
Deferred cost of goods sold | 3,332 | 4,304 | |
Restricted cash, current | 12,565 | 12,565 | |
Total current assets | 645,069 | 665,720 | |
Property, plant, and equipment, net | 110,706 | 107,552 | |
Operating lease right-of-use assets | 16,986 | 20,274 | |
Long-term inventory prepayment | 10,000 | 10,000 | |
Other assets | 39,420 | 36,913 | |
Total assets | 822,181 | 840,459 | |
Liabilities and Stockholders’ Equity: | |||
Accounts payable | 139,315 | 57,822 | |
Accrued liabilities | 23,573 | 33,551 | |
Deferred revenue, current | 34,930 | 30,017 | |
Operating lease liabilities, current | 5,032 | 6,876 | |
Debt, current | 180,629 | 122,692 | |
Derivative liability | 81,300 | 0 | |
Total current liabilities | 464,779 | 250,958 | |
Deferred revenue, non-current | 52,945 | 37,381 | |
Operating lease liabilities, non-current | 16,430 | 18,098 | |
Other long-term liabilities | 22,532 | 17,164 | |
Total liabilities | 556,686 | 323,601 | |
Commitments and contingencies (Note 6) | |||
Stockholders’ equity: | |||
Common stock, $0.0001 par value; 1,000,000 shares authorized and 227,770 shares issued and outstanding as of June 30, 2023 (unaudited); 500,000 shares authorized and 226,265 shares issued and outstanding as of December 31, 2022 | 22 | 22 | |
Preferred stock, $0.0001 par value; 10,000 shares authorized and zero shares issued and outstanding as of June 30, 2023 (unaudited); 10,000 shares authorized, zero shares issued and outstanding as of December 31, 2022 | 0 | 0 | |
Additional paid-in capital | 1,636,650 | 1,613,556 | |
Accumulated deficit | (1,371,146) | (1,096,175) | |
Accumulated other comprehensive loss | (31) | (545) | |
Total stockholders’ equity | 265,495 | 516,858 | |
Total liabilities and stockholders’ equity | $ 822,181 | $ 840,459 | |
[1]Derived from audited Consolidated Financial Statements. |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 227,770,490 | 226,265,000 |
Common stock, shares outstanding (in shares) | 227,770,490 | 226,265,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Total revenue | $ 85,714 | $ 74,564 | $ 165,243 | $ 133,145 |
Total cost of goods sold | 98,101 | 74,009 | 184,188 | 135,593 |
Gross profit (loss) | (12,387) | 555 | (18,945) | (2,448) |
Research and development | 14,922 | 14,904 | 33,446 | 26,706 |
Selling, general and administrative | 35,562 | 31,705 | 71,448 | 60,092 |
Total operating expenses | 50,484 | 46,609 | 104,894 | 86,798 |
Loss from operations | (62,871) | (46,054) | (123,839) | (89,246) |
Interest expense, net | 3,938 | 6,951 | 11,192 | 13,830 |
(Gain) loss on debt extinguishment | 0 | (10,201) | 177,939 | (10,201) |
Gain on valuation of derivative liability | (33,578) | 0 | (33,578) | 0 |
Other expense (income), net | (2,237) | (983) | (4,421) | (976) |
Loss before income taxes | (30,994) | (41,821) | (274,971) | (91,899) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss | $ (30,994) | $ (41,821) | $ (274,971) | $ (91,899) |
Net loss per share of common stock: | ||||
Basic (in dollars per share) | $ (0.14) | $ (0.19) | $ (1.21) | $ (0.41) |
Diluted (in dollars per share) | $ (0.14) | $ (0.38) | $ (1.21) | $ (0.56) |
Weighted average shares used in per share computation: | ||||
Basic (in shares) | 227,282 | 223,745 | 226,848 | 223,015 |
Diluted (in shares) | 227,282 | 248,876 | 226,848 | 247,870 |
Product | ||||
Total revenue | $ 77,103 | $ 70,256 | $ 147,099 | $ 124,427 |
Total cost of goods sold | 92,390 | 69,109 | 171,441 | 126,335 |
Parts and other service | ||||
Total revenue | 8,611 | 4,308 | 18,144 | 8,718 |
Total cost of goods sold | $ 5,711 | $ 4,900 | $ 12,747 | $ 9,258 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (30,994) | $ (41,821) | $ (274,971) | $ (91,899) |
Available-for-sales securities: | ||||
Unrealized gain (loss) on available-for-sale securities | (94) | (465) | 514 | (2,106) |
Other comprehensive income (loss), net of taxes | (94) | (465) | 514 | (2,106) |
Total comprehensive loss, net of taxes | $ (31,088) | $ (42,286) | $ (274,457) | $ (94,005) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | |
Beginning balance (in shares) at Dec. 31, 2021 | 221,960 | |||||
Beginning balance at Dec. 31, 2021 | $ 720,152 | $ 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 gain (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 | 221,960 | |||||
Beginning balance at Dec. 31, 2021 | 720,152 | $ 22 | 1,578,943 | (858,225) | (588) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (91,899) | |||||
Other comprehensive gain (loss), net of taxes | (2,106) | |||||
Ending balance (in shares) at Jun. 30, 2022 | 224,979 | |||||
Ending balance at Jun. 30, 2022 | 646,450 | $ 22 | 1,599,246 | (950,124) | (2,694) | |
Beginning balance (in shares) at Mar. 31, 2022 | 222,703 | |||||
Beginning balance at Mar. 31, 2022 | 674,908 | $ 22 | 1,585,418 | (908,303) | (2,229) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of stock upon exercise of options and RSU release (in shares) | 1,951 | |||||
Issuance of stock upon exercise of options and RSU release | 6,011 | 6,011 | ||||
Stock issuance for employee stock purchase plan (in shares) | 325 | |||||
Stock issuance for employee stock purchase plan | 1,502 | 1,502 | ||||
Stock-based compensation | 6,315 | 6,315 | ||||
Net loss | (41,821) | (41,821) | ||||
Other comprehensive gain (loss), net of taxes | (465) | (465) | ||||
Ending balance (in shares) at Jun. 30, 2022 | 224,979 | |||||
Ending balance at Jun. 30, 2022 | 646,450 | $ 22 | 1,599,246 | (950,124) | (2,694) | |
Beginning balance (in shares) at Dec. 31, 2022 | 226,265 | |||||
Beginning balance at Dec. 31, 2022 | 516,858 | [1] | $ 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 gain (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 | |
Beginning balance (in shares) at Dec. 31, 2022 | 226,265 | |||||
Beginning balance at Dec. 31, 2022 | 516,858 | [1] | $ 22 | 1,613,556 | (1,096,175) | (545) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (274,971) | |||||
Other comprehensive gain (loss), net of taxes | 514 | |||||
Ending balance (in shares) at Jun. 30, 2023 | 227,770 | |||||
Ending balance at Jun. 30, 2023 | 265,495 | $ 22 | 1,636,650 | (1,371,146) | (31) | |
Beginning balance (in shares) at Mar. 31, 2023 | 226,853 | |||||
Beginning balance at Mar. 31, 2023 | 270,716 | $ 22 | 1,610,783 | (1,340,152) | 63 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of stock upon exercise of options and RSU release (in shares) | 331 | |||||
Stock issuance for employee stock purchase plan (in shares) | 586 | |||||
Stock issuance for employee stock purchase plan | 662 | 662 | ||||
Reclassification of liability upon charter amendment | 20,800 | 20,800 | ||||
Stock-based compensation | 4,405 | 4,405 | ||||
Net loss | (30,994) | (30,994) | ||||
Other comprehensive gain (loss), net of taxes | (94) | (94) | ||||
Ending balance (in shares) at Jun. 30, 2023 | 227,770 | |||||
Ending balance at Jun. 30, 2023 | $ 265,495 | $ 22 | $ 1,636,650 | $ (1,371,146) | $ (31) | |
[1]Derived from audited Consolidated Financial Statements. |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (274,971) | $ (91,899) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 9,594 | 6,672 |
Stock-based compensation | 8,719 | 10,957 |
Amortization of debt discount and issuance costs | 3,752 | 6,833 |
Accretion of debt PIK interest | 4,912 | 3,665 |
(Gain) loss on debt extinguishment | 177,939 | (10,007) |
Gain on valuation of derivative liability | (33,578) | 0 |
Others | (2,810) | 53 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 48,431 | (1,026) |
Inventory | (122,680) | (33,979) |
Prepaid expenses and other current assets | 16,690 | (1,792) |
Deferred cost of goods sold | 973 | (2,139) |
Operating lease right-of-use assets and liabilities | (224) | 372 |
Other assets | (2,547) | (11,830) |
Accounts payable and accrued liabilities | 71,419 | 3,259 |
Deferred revenue, current and non-current | 20,476 | 3,966 |
Other non-current liabilities | 4,963 | 197 |
Net cash used in operating activities | (68,942) | (116,698) |
Cash flows from investing activities: | ||
Purchase of investments | (154,598) | (297,672) |
Proceeds from maturities of investments | 226,000 | 316,000 |
Purchase of property and equipment | (9,375) | (27,577) |
Net cash provided by (used in) investing activities | 62,027 | (9,249) |
Cash flows from financing activities: | ||
Repayment of government grants | 0 | (700) |
Proceeds from exercise of stock options | 113 | 7,844 |
Proceeds from employee stock purchase plan | 662 | 1,502 |
Other financing activities | (3,354) | (16) |
Net cash provided by (used in) financing activities | (2,579) | 8,630 |
Net decrease in cash and cash equivalents, and restricted cash | (9,494) | (117,317) |
Cash and cash equivalents, and restricted cash at the beginning of period | 86,260 | 182,604 |
Cash and cash equivalents, and restricted cash at the end of period | 76,766 | 65,287 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 4,352 | 4,155 |
Cash paid for income taxes | 0 | 0 |
Non-cash investing and financing activity: | ||
Accrued capital expenditures in accounts payable and accrued liabilities | 7,118 | 4,545 |
Non-cash transfer of assets to inventory | 0 | 515 |
Reclassification of derivative liability upon charter amendment | $ 20,800 | $ 0 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 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. The Company has consolidated bus production in Greenville, South Carolina and is in the process of consolidating battery production in 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 and wholly-owned subsidiary of Proterra. 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. Voluntary Filing under Chapter 11 On August 7, 2023 (the “Petition Date”), Proterra Inc and its subsidiary, Proterra Operating Company, Inc. (collectively, the “Debtors”), filed voluntary petitions (the “Bankruptcy Petitions”) for reorganization under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (such court, the “Bankruptcy Court” and such cases, the “Chapter 11 Cases”). The Cases are, pending an order authorizing joint administration by the Bankruptcy Court, currently administered under the captions In re Proterra Inc , Case No. 23-11120 (BLS) (Bankr. D. Del. 2023) and In re Proterra Operating Company, Inc. , Case No. 23-11121 (BLS) (Bankr. D. Del. 2023), for the Company and Proterra Operating Company, Inc. respectively. The Debtors will continue to operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. To ensure their ability to continue operating in the ordinary course of business, the Debtors are seeking from the Bankruptcy Court a variety of “first-day” relief”, including, among other things, authority to use cash collateral, pay employee wages and benefits, pay vendors and suppliers in the ordinary course for all goods and services provided after the Petition Date and continue customer programs. As of August 8, 2023, the motions filed by the Debtors seeking this “first-day” relief are pending approval by the Bankruptcy Court on an interim or final basis, as applicable. See additional considerations within Note 11, Subsequent Events. Liquidity and Going Concern 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. These financial statements have been prepared by management in accordance with U.S. generally accepted accounting principles (“U.S. 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. The Company has incurred net losses and negative cash flows from operations since inception. As of June 30, 2023, the Company has an accumulated deficit of $1.4 billion, and cash and cash equivalents and short-term investments of $220.8 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 June 30, 2023. There was an aggregate of $20.1 million of letters of credit outstanding under the Senior Credit Facility as of June 30, 2023. As of June 30, 2023, the aggregate principal amount of Convertible Notes outstanding was $175.9 million inclusive of PIK interest of $22.4 million. The Company filed the Chapter 11 Cases on August 7, 2023 which constituted an event of default that accelerated the Company’s obligations under the following debt instruments: • The Senior Credit Facility, which, as of June 30, 2023, has no outstanding balance and $20.1 million of letters of credit outstanding; and • The $175.9 million aggregate principal amount of Convertible Notes outstanding as of June 30, 2023. The debt instruments set forth above provide that as a result of the Bankruptcy Petitions, the principal and interest due thereunder shall be immediately due and payable. Any efforts to enforce such payment obligations under the debt instruments set forth above are automatically stayed as a result of the Bankruptcy Petitions, and the creditors’ rights of enforcement in respect of the debt instruments set forth above are subject to the applicable provisions of the Bankruptcy Code. In addition, beginning on the Petition Date, the Company’s ability to continue as a going concern is contingent upon, among other things, its ability to, subject to the Bankruptcy Court’s approval, implement a Chapter 11 plan, emerge from the Chapter 11 proceedings and generate sufficient liquidity to meet its contractual obligations and operating needs. As a result of the risks and uncertainties related to, among other things, (i) the Company’s ability to obtain requisite support for a Chapter 11 plan from various stakeholders, and (ii) the disruptive effects of the Chapter 11 proceedings on our business making it potentially more difficult to maintain business, financing and operational relationships. The outcome of the Chapter 11 Cases is subject to a high degree of uncertainty and is dependent upon factors that are outside of the Company’s control, including actions of the Bankruptcy Court and the company’s creditors. There can be no assurance that the Company will be successful in conducting a sale, executing a transaction, or able to consummate a Chapter 11 plan with respect to the Chapter 11 Cases. As a result of risks and uncertainties related to events of default under our debt obligations, the delisting of our common stock and the effects of disruption from the Chapter 11 Cases making it more difficult to maintain business, financing and operational relationships, together with the Company’s recurring losses from operations and accumulated deficit, substantial doubt exists regarding our ability to continue as a going concern for the next 12 months. See Note 11, Subsequent Events for additional details on the Chapter 11 Cases. The Company’s condensed consolidated financial statements as of June 30, 2023 do not include any adjustments related to the filing of the Chapter 11 Cases. Basis of Presentation The unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with 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 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 June 30, 2023 and the results of operations and cash flows for the six months ended June 30, 2023 and 2022. The results of operations for the six months ended June 30, 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 liability described in Note 4, Debt, adopted during the three months ended March 31, 2023, 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 Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 United States $ 67,682 $ 61,673 $ 133,105 $ 113,640 Rest of World 18,032 12,891 32,138 19,505 $ 85,714 $ 74,564 $ 165,243 $ 133,145 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 June 30, 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 June 30, 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 June 30, Six Months Ended June 30, June 30, December 31, 2023 2022 2023 2022 2023 2022 Number of customers accounted for 10% or more 2 2 2 2 2 2 Total % for customers accounted for 10% or more 43% 25% 32% 26% 45% 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 and six months ended June 30, 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 six months ended June 30, 2023 (14,843) Deferred revenue added during the six months ended June 30, 2023 35,320 Deferred revenue as of June 30, 2023 $ 87,875 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. 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 $1.6 million and zero for the three months ended June 30, 2023 and 2022, respectively, and $2.8 million and $2.1 million for the six months ended June 30, 2023 and 2022, respectively. Leasing revenue and extended warranty revenue recognized over time was immaterial for the three and six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023 and December 31, 2022, the contract assets balance was $13.4 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 June 30, 2023, the amount of remaining performance obligations that have not been recognized as revenue was $513.8 million, of which 84% 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 June 30, Six Months Ended June 30, 2023 2022 2023 2022 Proterra Transit $ 21,113 $ 50,819 $ 65,975 $ 86,200 Proterra Powered & Energy 64,601 23,745 99,268 46,945 Total $ 85,714 $ 74,564 $ 165,243 $ 133,145 Product Warranties Warranty expense is recorded as a component of cost of goods sold. Accrued warranty activity consisted of the following (in thousands): Six Months Ended June 30, 2023 Warranty reserve- beginning of period $ 25,513 Warranty costs incurred (1,361) Net changes in liability for pre-existing warranties, including expirations (3,000) Provision for warranty 9,017 Warranty reserve- end of period $ 30,169 Adopted Accounting Guidance and Accounting Pronouncements Not Yet Effective There have been no recent accounting pronouncements, changes in accounting pronouncements or recently adopted accounting guidance during the six months ended June 30, 2023 that are of significance or potential significance to the Company. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 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 June 30, 2023 December 31, 2022 Assets: Cash equivalents and marketable securities: Money market funds Level 1 $ 36,648 $ 14,941 Short-term investments: U.S. Treasury securities Level 1 156,615 224,359 Total $ 193,263 $ 239,300 Liabilities: Other non-current liabilities Derivative liability Level 3 $ 81,300 $ — Total $ 81,300 $ — 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 June 30, 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 six months ended June 30, 2023 and 2022. There are no unrealized gains or losses associated with these investments as of June 30, 2023. The following is a summary of cash equivalents and marketable securities as of June 30, 2023 (in thousands): Amortized Cost Unrealized Gain Estimated Fair Value Cash equivalents: Money market funds $ 36,648 $ — $ 36,648 Short-term investments: U.S. Treasury securities 156,646 (31) 156,615 Total $ 193,294 $ (31) $ 193,263 As of June 30, 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 features. See Note 4, Debt, for additional information on the Convertible Notes. The combined value of the Convertible Notes was $267.4 million as of June 30, 2023. A summary of the changes of the derivative liability is as follows (in thousands): Derivative liability Fair value at issuance as of March 31, 2023 $ 135,678 Change in fair value (33,578) Reclassification of liability upon charter amendment (20,800) Fair value as of June 30, 2023 $ 81,300 The change in fair value of derivative liability is recorded in the statements of operations. On June 23, 2023, the Company received stockholder approval to increase the number of authorized shares and subsequently filed a certificate of amendment with the State of Delaware. Upon amending the certificate of incorporation, certain embedded conversion features associated with the Convertible Notes no longer qualify for derivative accounting because the Company has sufficient number of authorized shares to issue upon conversion of the Convertible Notes. The carrying amount of the derivative liability of $20.8 million associated with those conversion features, which is the fair value as of June 23, 2023, was reclassified to stockholders’ equity in accordance with Topic 815, Derivatives and Hedging. The fair value change in derivative liability was caused by changes of stock price and certain underlying assumptions related to the likelihood of conversion. |
Balance Sheet Components
Balance Sheet Components | 6 Months Ended |
Jun. 30, 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): June 30, 2023 December 31, 2022 Cash $ 27,553 $ 58,754 Cash equivalents 36,648 14,941 Total cash and cash equivalents $ 64,201 $ 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. June 30, 2023 December 31, 2022 Cash and cash equivalents $ 64,201 $ 73,695 Restricted cash, current portion 12,565 12,565 Total cash and cash equivalents, and restricted cash $ 76,766 $ 86,260 Inventories consisted of the following (in thousands): June 30, 2023 December 31, 2022 Raw materials $ 240,558 $ 127,199 Work in progress 30,049 21,153 Finished goods 12,439 13,518 Service parts 9,201 7,697 Total inventories $ 292,247 $ 169,567 Increases in Raw materials as of June 30, 2023 is primarily related to the timing of receipts of lithium-ion cells for our battery packs and increase of work in progress and finished goods mainly due to timing of bus deliveries. For the three months ended June 30, 2023, $6.8 million of expenses were recorded related to the write down of inventories for excess or obsolete inventories and lower of cost or market adjustment. The reserve expenses were immaterial for each of the three and six months ended June 30, 2022, and the three months ended March 31, 2023. Property, plant, and equipment, net, consisted of the following (in thousands): June 30, 2023 December 31, 2022 Computer hardware $ 6,063 $ 5,465 Computer software 16,056 11,012 Internally used vehicles and charging systems 11,738 15,177 Leased vehicles and batteries 5,142 5,142 Leasehold improvements 30,938 10,716 Machinery and equipment 53,999 28,942 Office furniture and equipment 3,408 2,523 Tooling 24,316 22,430 Finance lease right-of-use assets 878 179 Construction in progress 30,399 72,505 182,937 174,091 Less: Accumulated depreciation and amortization (72,231) (66,539) Total $ 110,706 $ 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 and six months ended June 30, 2023, depreciation and amortization expense were $4.9 million and $9.6 million, respectively. For the three and six months ended June 30, 2022, depreciation and amortization expense were $3.3 million and $6.7 million, respectively. Accrued liabilities consisted of the following (in thousands): June 30, 2023 December 31, 2022 Accrued payroll and related expenses $ 9,861 $ 8,647 Accrued sales and use tax 339 1,784 Warranty reserve 8,098 8,406 Accrued supplier liability 1,170 7,699 Insurance related 890 4,445 Other accrued expenses 3,215 2,570 Total $ 23,573 $ 33,551 Other long-term liabilities consisted of the following (in thousands): June 30, 2023 December 31, 2022 Warranty reserve $ 22,071 $ 17,107 Finance lease liabilities, non-current 461 57 Total $ 22,532 $ 17,164 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt, net of debt discount and issuance costs, consisted of the following (in thousands): June 30, 2023 December 31, 2022 Senior Credit Facility $ — $ — Convertible Notes 180,629 122,692 Total debt $ 180,629 $ 122,692 Less debt, current 180,629 122,692 Debt, non-current $ — $ — Senior Credit Facility In May 2019, the Company entered into 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 June 30, 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. There was no outstanding balance for borrowings under the Senior Credit Facility as of June 30, 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 June 30, 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 In August 2020, Legacy Proterra issued $200.0 million aggregate principal amount 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 rank equally without preference or priority of any kind over one another, but senior in all rights, privileges and preferences to all 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 Company was not in compliance with the Minimum Liquidity Covenant as of December 31, 2022. The Company received a waiver of the Minimum Liquidity Covenant in February 2023 which provided for retroactive effect, so that no such event of default occurred in the year ended December 31, 2022. 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 with respect to the 2022 Financials would have been an event of default under both the Senior Credit Facility and the Convertible Notes. 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 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 Notes Purchase Agreement and Convertible Notes On March 31, 2023, the Company entered into an amendment to the Notes Purchase Agreement and Convertible Notes, 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 (together, the “Convertible Notes Amendments”). The Convertible Notes Amendments provide 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 require 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 contain 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. The Convertible Notes Amendments extend the maturity date of the Convertible Notes to August 4, 2028, except with respect to $3.5 million original principal amount, which have since also been extended as described below. 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. In addition, the Convertible Notes Amendments 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 Convertible Notes Amendments, holders of the Convertible Notes 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 provide 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 also provide 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 was 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 had 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 Convertible Notes Amendments, 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 Convertible Notes Amendments were determined to be an extinguishment of the existing debt and an issuance of new debt upon the effectiveness of the Convertible Notes Amendments 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 Convertible Notes Amendments were recorded to offset stockholders’ equity in accordance with Topic 815, Derivatives and Hedging. The embedded features in the Convertible Notes include 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 features 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. The Convertible Notes Amendments were a non-cash transaction and had no impact to the financing activities in the statements of cash flows for the three and six months ended June 30, 2023. Upon effectiveness of the Convertible Notes Amendments, 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 On May 19, 2023, $3.5 million original principal amount of Convertible Notes was amended to extend the maturity date to August 4, 2028. On June 23, 2023, the stockholders of the Company approved and the Company filed in Delaware an amendment to the Company’s Certificate of Incorporation to increase the total number of authorized shares of common stock from 500,000,000 shares to 1,000,000,000 shares. The stockholders also approved the Nasdaq Proposal. Upon receiving the stockholder approval, certain embedded conversion features associated with the Convertible Notes no longer qualify for derivative accounting. The carrying amount of the derivative liability of $20.8 million associated with those conversion features, which is the fair value as of June 23,2023, was reclassified to stockholders’ equity in accordance with Topic 815, Derivatives and Hedging. The remaining derivative liabilities are continually remeasured on a recurring basis at each reporting period date, with the change in fair value reported in the statement of operations. See Note 2, Fair Value of Financial Instruments, for details of valuation methodology and impact of change of fair value of derivative liability. As of June 30, 2023, the Convertible Notes, inclusive of debt premium, consisted of the following (in thousands): June 30, 2023 Principal $ 153,500 PIK interest 22,388 Total principal 175,888 Plus debt premium 4,741 Total Convertible Notes $ 180,629 The amortization expense of debt discount (premium) and issuance costs were $(0.1) million and $3.7 million for the three and six months ended June 30, 2023, respectively. The amortization expense of debt discount and issuance costs were $3.5 million and $6.8 million for the three and six months ended June 30, 2022, respectively. As of June 30, 2023, the contractual future principal repayments of the total debt were as follows (in thousands): 2028 (1) $ 175,888 Total debt $ 175,888 __________________ (1) Including PIK interest added to principal balance through June 30, 2023. The Company was in compliance with the covenants contained in the Senior Credit Facility and Convertible Facility as of June 30, 2023. Due to the Company’s potential inability to comply with the Minimum Liquidity Covenant in future periods and any resulting potential events of default under the Convertible Notes and the Senior Credit Facility, even though the Convertible Notes have a maturity date in August 2028, the related liabilities were classified as current liability on the Company’s condensed consolidated balance sheets as of June 30, 2023. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Leases | Leases As a Lessor The net investment in leases were as follows (in thousands): June 30, 2023 December 31, 2022 Net investment in leases, current $ 984 $ 985 Net investment in leases, non-current 9,925 9,304 Total net investment in leases $ 10,909 $ 10,289 Interest income from accretion of net investment in lease was not material in the six months ended June 30, 2023 or 2022. Future minimum payments receivable from operating and sales-type leases as of June 30, 2023 for each of the next five years were as follows: Operating leases Sales-type leases Remainder of 2023 $ 175 $ 435 2024 — 1,010 2025 — 1,762 2026 — 1,808 2027 — 1,808 Thereafter — 4,896 Total minimum lease payments $ 175 $ 11,719 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 June 30, 2023. Maturities of operating lease liabilities as of June 30, 2023 were as follows (in thousands): Remainder of 2023 $ 4,016 2024 4,204 2025 3,487 2026 2,615 2027 2,238 Thereafter 9,858 Total undiscounted lease payment 26,418 Less: imputed interest (4,956) Total operating lease liabilities $ 21,462 Operating lease expense was $1.9 million and $4.0 million for the three and six months ended June 30, 2023, respectively. Operating lease expense was $1.9 million and $3.5 million for the three and six months ended June 30, 2022, respectively. Short-term and variable lease expenses for the six months ended June 30, 2023 and 2022 were not material. Supplemental cash flow information related to leases were as follows (in thousands): Six Months Ended June 30, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ (4,170) $ (2,916) Lease liabilities arising from obtaining right-of-use assets: Operating lease $ — $ 4,178 Finance lease $ 699 $ — Operating lease right-of-use assets and liabilities consisted of the following (in thousands): June 30, 2023 December 31, 2022 Operating leases Operating lease right-of-use assets $ 16,986 $ 20,274 Operating lease liabilities, current 5,032 6,876 Operating lease liabilities, non-current 16,430 18,098 Total operating lease liabilities $ 21,462 $ 24,974 The weighted average remaining lease term and discount rate of operating leases were 6.5 years and 6.1%, respectively, as of June 30, 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 June 30, 2023, the Company had no significant additional operating leases and finance leases that have not yet commenced. |
Leases | Leases As a Lessor The net investment in leases were as follows (in thousands): June 30, 2023 December 31, 2022 Net investment in leases, current $ 984 $ 985 Net investment in leases, non-current 9,925 9,304 Total net investment in leases $ 10,909 $ 10,289 Interest income from accretion of net investment in lease was not material in the six months ended June 30, 2023 or 2022. Future minimum payments receivable from operating and sales-type leases as of June 30, 2023 for each of the next five years were as follows: Operating leases Sales-type leases Remainder of 2023 $ 175 $ 435 2024 — 1,010 2025 — 1,762 2026 — 1,808 2027 — 1,808 Thereafter — 4,896 Total minimum lease payments $ 175 $ 11,719 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 June 30, 2023. Maturities of operating lease liabilities as of June 30, 2023 were as follows (in thousands): Remainder of 2023 $ 4,016 2024 4,204 2025 3,487 2026 2,615 2027 2,238 Thereafter 9,858 Total undiscounted lease payment 26,418 Less: imputed interest (4,956) Total operating lease liabilities $ 21,462 Operating lease expense was $1.9 million and $4.0 million for the three and six months ended June 30, 2023, respectively. Operating lease expense was $1.9 million and $3.5 million for the three and six months ended June 30, 2022, respectively. Short-term and variable lease expenses for the six months ended June 30, 2023 and 2022 were not material. Supplemental cash flow information related to leases were as follows (in thousands): Six Months Ended June 30, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ (4,170) $ (2,916) Lease liabilities arising from obtaining right-of-use assets: Operating lease $ — $ 4,178 Finance lease $ 699 $ — Operating lease right-of-use assets and liabilities consisted of the following (in thousands): June 30, 2023 December 31, 2022 Operating leases Operating lease right-of-use assets $ 16,986 $ 20,274 Operating lease liabilities, current 5,032 6,876 Operating lease liabilities, non-current 16,430 18,098 Total operating lease liabilities $ 21,462 $ 24,974 The weighted average remaining lease term and discount rate of operating leases were 6.5 years and 6.1%, respectively, as of June 30, 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 June 30, 2023, the Company had no significant additional operating leases and finance leases that have not yet commenced. |
Leases | Leases As a Lessor The net investment in leases were as follows (in thousands): June 30, 2023 December 31, 2022 Net investment in leases, current $ 984 $ 985 Net investment in leases, non-current 9,925 9,304 Total net investment in leases $ 10,909 $ 10,289 Interest income from accretion of net investment in lease was not material in the six months ended June 30, 2023 or 2022. Future minimum payments receivable from operating and sales-type leases as of June 30, 2023 for each of the next five years were as follows: Operating leases Sales-type leases Remainder of 2023 $ 175 $ 435 2024 — 1,010 2025 — 1,762 2026 — 1,808 2027 — 1,808 Thereafter — 4,896 Total minimum lease payments $ 175 $ 11,719 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 June 30, 2023. Maturities of operating lease liabilities as of June 30, 2023 were as follows (in thousands): Remainder of 2023 $ 4,016 2024 4,204 2025 3,487 2026 2,615 2027 2,238 Thereafter 9,858 Total undiscounted lease payment 26,418 Less: imputed interest (4,956) Total operating lease liabilities $ 21,462 Operating lease expense was $1.9 million and $4.0 million for the three and six months ended June 30, 2023, respectively. Operating lease expense was $1.9 million and $3.5 million for the three and six months ended June 30, 2022, respectively. Short-term and variable lease expenses for the six months ended June 30, 2023 and 2022 were not material. Supplemental cash flow information related to leases were as follows (in thousands): Six Months Ended June 30, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ (4,170) $ (2,916) Lease liabilities arising from obtaining right-of-use assets: Operating lease $ — $ 4,178 Finance lease $ 699 $ — Operating lease right-of-use assets and liabilities consisted of the following (in thousands): June 30, 2023 December 31, 2022 Operating leases Operating lease right-of-use assets $ 16,986 $ 20,274 Operating lease liabilities, current 5,032 6,876 Operating lease liabilities, non-current 16,430 18,098 Total operating lease liabilities $ 21,462 $ 24,974 The weighted average remaining lease term and discount rate of operating leases were 6.5 years and 6.1%, respectively, as of June 30, 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 June 30, 2023, the Company had no significant additional operating leases and finance leases that have not yet commenced. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase Commitments As of June 30, 2023, the Company had outstanding inventory and other purchase commitments of $2.0 billion, excluding unestimatable variable components. 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 June 30, 2023, the Company has made a $10.0 million prepayment, which was recorded as the long-term inventory prepayment on the consolidated balance sheets. Subject to the Chapter 11 Cases, 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. See considerations of the Chapter 11 Cases in Note 11, Subsequent Events. Letters of Credit As of June 30, 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. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity On June 23, 2023, the stockholders of the Company approved and the Company filed in Delaware an amendment to the Company’s Certificate of Incorporation to increase the total number of authorized shares of common stock from 500,000,000 shares to 1,000,000,000 shares. As of June 30, 2023, the Company is authorized to issue 1,010,000,000 shares of capital stock, with a par value of $0.0001 per share. The authorized shares consist of 1,000,000,000 shares of common stock and 10,000,000 shares of preferred stock. As of June 30, 2023, 227,770,490 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 June 30, 2023, the Company had reserved shares of common stock for issuance as follows (in thousands): 2010 Equity Incentive Plan 14,778 2021 Equity Incentive Plan 30,472 2021 Employee Stock Purchase Plan 4,877 Warrants 1 Earnout Stock 18,009 Convertible notes 247,835 Total 315,972 |
Equity Plans and Stock-based Co
Equity Plans and Stock-based Compensation | 6 Months Ended |
Jun. 30, 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 June 30, 2023, options to purchase 14,777,745 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 related to the ESPP using the Black-Scholes model and recorded approximately $0.6 million and $0.6 million of stock-based compensation expense for the six months ended June 30, 2023 and 2022, respectively. In the three months ended June 30, 2023 and 2022, the Company issued 586,008 and 325,106 shares of common stock under the ESPP with a purchase price of $1.13 and $4.62 per share, 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 3,035,164 1.41 Exercised (57,036) 1.98 Cancelled/forfeited/expired (2) (1,618,145) 5.45 Balance as of June 30, 2023 (3) 15,616,680 $ 3.65 4.9 $ — Exercisable as of June 30, 2023 (4) 11,872,462 $ 3.96 3.1 $ — __________________ (1) Excluding Equity Awards of 2,677,500 shares and Milestone Options of 669,375 shares. See below for further details. (2) Excluding 502,032 shares cancelled under the Equity Awards with weighted average exercise price of $19.61 per share. (3) Excluding Equity Awards of 2,175,468 shares and Milestone Options of 669,375 shares outstanding as of June 30, 2023. (4) Excluding 2,008,124 shares exercisable under the Equity Awards with weighted average exercise price of $19.61 per share as of June 30, 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. As of June 30, 2023, Mr. Allen retired from the board, and his unvested shares were canceled. 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 six months ended June 30, 2023. The total estimated grant date fair value of stock options vested was $4.0 million for the six months ended June 30, 2023. As of June 30, 2023, the total unrecognized stock-based compensation expense related to outstanding stock options was $8.1 million, which is expected to be recognized over a weighted-average period of 3.1 years. The fair value of stock options granted is estimated on the date of grant using the following assumptions: Six Months Ended June 30, 2023 2022 Expected term (in years) 6.3 6.3 Risk-free interest rate 3.7 % 2.0 % Expected volatility 67.2 % 55.1 % 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 5,051,133 1.60 Released (862,285) 6.61 Forfeited (1,481,739) 5.58 Balance as of June 30, 2023 8,440,336 $ 4.11 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 June 30, 2023, the total unrecognized stock-based compensation expense related to outstanding RSUs was $28.9 million, which is expected to be recognized over a weighted-average period of 3.1 years. Stock-based Compensation Expense Stock-based compensation expense included in operating results was as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Cost of goods sold $ 272 $ 378 $ 577 $ 894 Research and development 1,265 1,288 2,457 2,281 Selling, general and administrative 2,868 4,649 5,685 7,782 Total stock-based compensation expense $ 4,405 $ 6,315 $ 8,719 $ 10,957 |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 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 June 30, Six Months Ended June 30, 2023 2022 2023 2022 Numerator: Net loss $ (30,994) $ (41,821) $ (274,971) $ (91,899) Effect of dilutive securities: Interest expense to be recognized upon conversion of Convertible Notes (1) — (51,623) — (47,797) Numerator for diluted EPS - Net loss after the effect of dilutive securities $ (30,994) $ (93,444) $ (274,971) $ (139,696) Denominator: Weighted-average shares used in computing net loss per share of common stock, basic 227,282 223,745 226,848 223,015 Convertible Notes (1) — 25,131 — 24,855 Diluted weighted average shares 227,282 248,876 226,848 247,870 Net loss per share of common stock: Basic $ (0.14) $ (0.19) $ (1.21) $ (0.41) Diluted $ (0.14) $ (0.38) $ (1.21) $ (0.56) __________________ (1) Adjustment is under the “if-converted” method. Adjustments for the three months ended June 30, 2022 include write-off of $59.0 million unamortized debt discount of the Convertible Notes as of March 31, 2022, offset by the $7.4 million interest expense recorded in net loss of three months ended June 30, 2022. Adjustments for the six months ended June 30, 2022 include write-off of $62.3 million unamortized debt discount of the Convertible Notes as of December 31, 2021, offset by the $14.5 million interest expense recorded in net loss of six months ended June 30, 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 Convertible Notes Amendments, 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 exceeded $9.86 over 20 consecutive days subsequent to January 13, 2022. Following the Convertible Notes Amendments and as of June 30, 2023, the conditions for the convertible features under the Convertible Notes 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): June 30, 2023 Stock options and RSUs to purchase common stock 26,902 Warrants to purchase common stock 1 Convertible notes (2) 36,598 Total 63,501 __________________ |
401(k) Plan
401(k) Plan | 6 Months Ended |
Jun. 30, 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 $0.9 million and $2.0 million in the three and six months ended June 30, 2023, respectively. The matching contribution costs incurred were $0.8 million and $1.5 million in the three and six months ended June 30, 2022, respectively. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Chapter 11 Cases Background to Chapter 11 Cases As previously disclosed, the Company has incurred net losses and negative cash flows from operations since inception and has funded operations primarily through a combination of equity and debt financing. The Company’s existing loan facilities include a requirement that the Company maintain minimum liquidity and deliver financial reports without a going concern qualification, which have been waived or modified as the Company pursued various strategies designed to improve liquidity and cash generated from operations, such as 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, the closure of the City of Industry facility by December 31, 2023 to improve operational efficiency and consolidating all battery production in our Powered 1 battery factory in the second half of 2023. Additionally, the Company explored potential options for raising additional funds through the issuance of equity, equity-linked, and/or debt securities, debt financings or other capital sources and/or strategic transactions. However, as disclosed in the Debtors’ filings in the Chapter 11 Cases, the Company has not been able to secure additional financing. Voluntary Filing under Chapter 11 As a result of the liquidity shortfall and an inability to secure additional financing, on August 7, 2023 (the “Petition Date”), Proterra Inc and its subsidiary, Proterra Operating Company, Inc. (collectively, the “Debtors”), filed voluntary petitions (the “Bankruptcy Petitions”) for reorganization under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (such court, the “Bankruptcy Court” and such cases, the “Cases”). The Cases are, pending an order authorizing joint administration by the Bankruptcy Court, currently administered under the captions In re Proterra Inc , Case No. 23-11120 (BLS) (Bankr. D. Del. 2023) and In re Proterra Operating Company, Inc. , Case No. 23-11121 (BLS) (Bankr. D. Del. 2023), for the Company and Proterra Operating Company, Inc. respectively. The Debtors will continue to operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. To ensure their ability to continue operating in the ordinary course of business, the Debtors are seeking from the Bankruptcy Court a variety of “first-day” relief”, including, among other things, authority to use cash collateral, pay employee wages and benefits, pay vendors and suppliers in the ordinary course for all goods and services provided after the Petition Date and continue customer programs. As of August 8, 2023, the motions filed by the Debtors seeking this “first-day” relief are pending approval by the Bankruptcy Court on an interim or final basis, as applicable. As previously disclosed by the Company, the filing of the Bankruptcy Petitions constituted an event of default that accelerated the Company’s obligations under the following debt instruments: • The Senior Credit Facility, which, as of June 30, 2023, has no outstanding balance and $20.1 million of letters of credit outstanding; and • The $175.9 million aggregate principal amount of Convertible Notes outstanding as of June 30, 2023. The debt instruments set forth above provide that as a result of the Bankruptcy Petitions, the principal and interest due thereunder shall be immediately due and payable. Any efforts to enforce such payment obligations under the debt instruments set forth above are automatically stayed as a result of the Bankruptcy Petitions, and the creditors’ rights of enforcement in respect of the debt instruments set forth above are subject to the applicable provisions of the Bankruptcy Code. In addition, the Company expects to reclassify all pre-petition debt obligations to liabilities subject to compromise on its condensed consolidated balance sheets because the filing of the Chapter 11 Cases accelerated substantially all of the Company’s obligations under nearly all of its pre-petition debt instruments. Since the Petition Date occurred after June 30, 2023, these reclassifications are not reflected on the condensed consolidated balance sheets as of June 30, 2023 included herein. See Note 4, Debt for details of the Company’s debt obligations. Reorganization Accounting Beginning on the Petition Date, the Company will apply Financial Accounting Standards Board Codification Topic 852, Reorganizations (“ASC 852”) in preparing the consolidated financial statements. ASC 852 requires the financial statements, for the periods subsequent to the Petition Date and up to and including the period of emergence from Chapter 11 (the “Effective Date”), to distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Accordingly, certain charges incurred during the bankruptcy proceedings, such as the write-off of unamortized debt issuance costs and premium on debt subject to compromise, legal and professional fees incurred directly as a result of the bankruptcy proceeding are recorded as Reorganization items, net in the Condensed Consolidated Statements of Operations and Comprehensive Loss. In addition, the balance sheet must distinguish between debtor pre-petition liabilities subject to compromise from pre-petition or post-petition liabilities that are not subject to compromise. Liabilities subject to compromise are pre-petition obligations that are not fully secured and have at least a possibility of not being repaid at the full claim amount. Debtors-In-Possession The Debtors are currently operating as debtors-in-possession in accordance with the applicable provisions of the Bankruptcy Code. The Debtors have brought and will seek Bankruptcy Court approval of motions designed primarily to mitigate the impact of the Chapter 11 Cases on the Company’s operations, customers and employees. In general, as debtors-in-possession under the Bankruptcy Code, the Debtors are authorized to continue to operate as an ongoing business, but may not engage in transactions outside the ordinary course of business without the prior approval of the Bankruptcy Court. The Debtors have filed and will file motions with the Bankruptcy Court to authorize the Debtors to conduct their business activities in the ordinary course, including, among other things and subject to the terms and conditions of such orders, authorizing the Debtors to, among other things: (i) pay employees’ wages and related obligations; (ii) pay prepetition claims of certain lien claimants and critical vendors; (iii) continue to operate their cash management system in a form substantially similar to pre-petition practice (iv) continue to maintain and administer certain existing customer programs; (v) pay taxes in the ordinary course; (vi) maintain their insurance program and surety bond program in the ordinary course; (vii) pay utility providers in the ordinary course; and (viii) to use cash collateral. In addition, the Debtors expect to seek Bankruptcy Court approval for an order limiting trading of the Company’s equity securities to protect the Company’s Net Operating Losses. Marketing Process In addition to the aforementioned first day motions, the Debtors expect to file a motion seeking Bankruptcy Court approval of certain procedures related to a marketing and bidding process for one or more potential sales or reorganization of all or certain assets of the Debtors, including the assets of Debtors’ Proterra Transit, Proterra Powered, and Proterra Energy business lines. Automatic Stay Subject to certain specific exceptions under the Bankruptcy Code, the Bankruptcy Petitions automatically stayed most judicial or administrative actions against the Debtors and efforts by creditors to collect on or otherwise exercise rights or remedies with respect to pre-petition claims. Absent an order from the Bankruptcy Court, substantially all of the Debtors’ pre-petition liabilities are subject to settlement under the Bankruptcy Code. Executory Contracts Subject to certain exceptions, under the Bankruptcy Code, the Debtors may assume, amend or reject certain executory contracts and unexpired leases subject to the approval of the Bankruptcy Court and certain other conditions. Generally, the rejection of an executory contract or unexpired lease is treated as a pre-petition breach of such executory contract or unexpired lease and, subject to certain exceptions, relieves the Debtors from performing their future obligations under such executory contract or unexpired lease but entitles the contract counterparty or lessor to a pre-petition general unsecured claim for damages caused by such deemed breach. Generally, the assumption of an executory contract or unexpired lease requires the Debtors to cure existing monetary defaults under such executory contract or unexpired lease and provide adequate assurance of future performance. Accordingly, any description of an executory contract or unexpired lease with the Debtors in this document, including where applicable a quantification of the Company’s obligations under any such executory contract or unexpired lease of the Debtors, is qualified by any overriding rejection rights the Company has under the Bankruptcy Code. Potential Claims The Debtors will file with the Bankruptcy Court schedules and statements setting forth, among other things, the assets and liabilities of each of the Debtors, subject to the assumptions filed in connection therewith. These schedules and statements may be subject to further amendment or modification after filing. Certain holders of pre-petition claims that are not governmental units are required to file proofs of claim by the deadline for general claims, which deadline has not yet been set by the Bankruptcy Court. Debtors will receive proofs of claim, that will be reconciled to amounts recorded in the Company’s accounting records. Differences in amounts recorded and claims filed by creditors will be investigated and resolved, including through the filing of objections with the Bankruptcy Court, where appropriate. The Company may ask the Bankruptcy Court to disallow claims that the Company believes are duplicative, have been later amended or superseded, are without merit, are overstated or should be disallowed for other reasons. In addition, as a result of this process, the Company may identify additional liabilities that will need to be recorded or reclassified to liabilities subject to compromise. In light of the substantial number of claims expected to be filed, the claims resolution process may take considerable time to complete and likely will continue throughout the Chapter 11 proceedings. NASDAQ Delisting Proceedings As previously disclosed, on August 8, 2023, the Company received written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, as a result of the Chapter 11 Cases and in accordance with Nasdaq Listing Rules 5101, 5110(b) and IM-5101-1, Nasdaq had determined that the Company’s Common Stock, $0.0001 par value per share (the “Common Stock”), will be delisted from the Nasdaq Global Select Market. The Company does not intend to appeal this determination. Trading of the Company’s Common Stock will be suspended by Nasdaq at the opening of business on August 17, 2023. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 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. 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 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 June 30, 2023 |
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. |
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. |
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 June 30, 2023 and December 31, 2022. |
Credit Risk and Concentration | Credit Risk and Concentration The Company’s financial instruments that are potentially subject to concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash, short-term investments, and accounts receivable. Cash and cash equivalents and short-term investments are maintained primarily at one financial institution as of June 30, 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 June 30, Six Months Ended June 30, June 30, December 31, 2023 2022 2023 2022 2023 2022 Number of customers accounted for 10% or more 2 2 2 2 2 2 Total % for customers accounted for 10% or more 43% 25% 32% 26% 45% 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 | Impairment of Long-Lived Assets The Company evaluates the recoverability of property, plant, and equipment and right-of-use assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such review indicates that the carrying amount of long-lived assets is not recoverable, the carrying amount of such assets is reduced to fair value. In addition to the recoverability assessment, the Company periodically reviews the remaining estimated useful lives of property, plant, and equipment. If the estimated useful life assumption for any asset is reduced, the remaining net book value is depreciated over the revised estimated useful life. |
Deferred Revenue and Revenue Recognition | Deferred Revenue Deferred revenue consists of billings or payments received in advance of revenue recognition that are recognized as revenue once the revenue recognition criteria are met. In some instances, progress billings are issued upon meeting certain milestones stated in the contracts. Accordingly, the deferred revenue balance does not represent the total contract value of non-cancelable arrangements. Invoices are typically due within 30 to 40 days. The changes in deferred revenue consisted of the following (in thousands): Deferred revenue as of December 31, 2022 $ 67,398 Revenue recognized from beginning balance during the six months ended June 30, 2023 (14,843) Deferred revenue added during the six months ended June 30, 2023 35,320 Deferred revenue as of June 30, 2023 $ 87,875 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. 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 $1.6 million and zero for the three months ended June 30, 2023 and 2022, respectively, and $2.8 million and $2.1 million for the six months ended June 30, 2023 and 2022, respectively. Leasing revenue and extended warranty revenue recognized over time was immaterial for the three and six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023 and December 31, 2022, the contract assets balance was $13.4 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 June 30, 2023, the amount of remaining performance obligations that have not been recognized as revenue was $513.8 million, of which 84% 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 |
Product Warranties | Product WarrantiesWarranty expense is recorded as a component of cost of goods sold. |
Adopted Accounting Guidance and Accounting Pronouncements Not Yet Effective | Adopted Accounting Guidance and Accounting Pronouncements Not Yet Effective There have been no recent accounting pronouncements, changes in accounting pronouncements or recently adopted accounting guidance during the six months ended June 30, 2023 that are of significance or potential significance to the Company. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Revenue Disaggregated by Geography | Revenue disaggregated by geography, based on the addresses of the Company’s customers, consists of the following (in Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 United States $ 67,682 $ 61,673 $ 133,105 $ 113,640 Rest of World 18,032 12,891 32,138 19,505 $ 85,714 $ 74,564 $ 165,243 $ 133,145 |
Concentration of Customer Risk | Revenue Accounts Receivable Three Months Ended June 30, Six Months Ended June 30, June 30, December 31, 2023 2022 2023 2022 2023 2022 Number of customers accounted for 10% or more 2 2 2 2 2 2 Total % for customers accounted for 10% or more 43% 25% 32% 26% 45% 48% |
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 six months ended June 30, 2023 (14,843) Deferred revenue added during the six months ended June 30, 2023 35,320 Deferred revenue as of June 30, 2023 $ 87,875 |
Revenue of Commercial Offerings | Revenue of these commercial offerings are as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Proterra Transit $ 21,113 $ 50,819 $ 65,975 $ 86,200 Proterra Powered & Energy 64,601 23,745 99,268 46,945 Total $ 85,714 $ 74,564 $ 165,243 $ 133,145 |
Accrued Warranty Activity | Accrued warranty activity consisted of the following (in thousands): Six Months Ended June 30, 2023 Warranty reserve- beginning of period $ 25,513 Warranty costs incurred (1,361) Net changes in liability for pre-existing warranties, including expirations (3,000) Provision for warranty 9,017 Warranty reserve- end of period $ 30,169 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities 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 June 30, 2023 December 31, 2022 Assets: Cash equivalents and marketable securities: Money market funds Level 1 $ 36,648 $ 14,941 Short-term investments: U.S. Treasury securities Level 1 156,615 224,359 Total $ 193,263 $ 239,300 Liabilities: Other non-current liabilities Derivative liability Level 3 $ 81,300 $ — Total $ 81,300 $ — |
Summary of Cash Equivalents and Marketable Securities | The following is a summary of cash equivalents and marketable securities as of June 30, 2023 (in thousands): Amortized Cost Unrealized Gain Estimated Fair Value Cash equivalents: Money market funds $ 36,648 $ — $ 36,648 Short-term investments: U.S. Treasury securities 156,646 (31) 156,615 Total $ 193,294 $ (31) $ 193,263 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 |
Derivative Liability | A summary of the changes of the derivative liability is as follows (in thousands): Derivative liability Fair value at issuance as of March 31, 2023 $ 135,678 Change in fair value (33,578) Reclassification of liability upon charter amendment (20,800) Fair value as of June 30, 2023 $ 81,300 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Cash and Cash Equivalents | Cash and cash equivalents consisted of the following (in thousands): June 30, 2023 December 31, 2022 Cash $ 27,553 $ 58,754 Cash equivalents 36,648 14,941 Total cash and cash equivalents $ 64,201 $ 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. June 30, 2023 December 31, 2022 Cash and cash equivalents $ 64,201 $ 73,695 Restricted cash, current portion 12,565 12,565 Total cash and cash equivalents, and restricted cash $ 76,766 $ 86,260 |
Inventories | Inventories consisted of the following (in thousands): June 30, 2023 December 31, 2022 Raw materials $ 240,558 $ 127,199 Work in progress 30,049 21,153 Finished goods 12,439 13,518 Service parts 9,201 7,697 Total inventories $ 292,247 $ 169,567 |
Property, Plant and Equipment, Net | Property, plant, and equipment, net, consisted of the following (in thousands): June 30, 2023 December 31, 2022 Computer hardware $ 6,063 $ 5,465 Computer software 16,056 11,012 Internally used vehicles and charging systems 11,738 15,177 Leased vehicles and batteries 5,142 5,142 Leasehold improvements 30,938 10,716 Machinery and equipment 53,999 28,942 Office furniture and equipment 3,408 2,523 Tooling 24,316 22,430 Finance lease right-of-use assets 878 179 Construction in progress 30,399 72,505 182,937 174,091 Less: Accumulated depreciation and amortization (72,231) (66,539) Total $ 110,706 $ 107,552 |
Accrued Liabilities | Accrued liabilities consisted of the following (in thousands): June 30, 2023 December 31, 2022 Accrued payroll and related expenses $ 9,861 $ 8,647 Accrued sales and use tax 339 1,784 Warranty reserve 8,098 8,406 Accrued supplier liability 1,170 7,699 Insurance related 890 4,445 Other accrued expenses 3,215 2,570 Total $ 23,573 $ 33,551 |
Other Long-Term Liabilities | Other long-term liabilities consisted of the following (in thousands): June 30, 2023 December 31, 2022 Warranty reserve $ 22,071 $ 17,107 Finance lease liabilities, non-current 461 57 Total $ 22,532 $ 17,164 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt Components | Debt, net of debt discount and issuance costs, consisted of the following (in thousands): June 30, 2023 December 31, 2022 Senior Credit Facility $ — $ — Convertible Notes 180,629 122,692 Total debt $ 180,629 $ 122,692 Less debt, current 180,629 122,692 Debt, non-current $ — $ — |
Convertible Notes and Amended Notes | Immediately prior to the Convertible Notes Amendments, 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 Convertible Notes Amendments, 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 June 30, 2023, the Convertible Notes, inclusive of debt premium, consisted of the following (in thousands): June 30, 2023 Principal $ 153,500 PIK interest 22,388 Total principal 175,888 Plus debt premium 4,741 Total Convertible Notes $ 180,629 |
Contractual Future Principal Repayments of Debt | As of June 30, 2023, the contractual future principal repayments of the total debt were as follows (in thousands): 2028 (1) $ 175,888 Total debt $ 175,888 __________________ |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Net Investment in Leases | The net investment in leases were as follows (in thousands): June 30, 2023 December 31, 2022 Net investment in leases, current $ 984 $ 985 Net investment in leases, non-current 9,925 9,304 Total net investment in leases $ 10,909 $ 10,289 |
Future Minimum Payments Receivable from Operating Leases | Future minimum payments receivable from operating and sales-type leases as of June 30, 2023 for each of the next five years were as follows: Operating leases Sales-type leases Remainder of 2023 $ 175 $ 435 2024 — 1,010 2025 — 1,762 2026 — 1,808 2027 — 1,808 Thereafter — 4,896 Total minimum lease payments $ 175 $ 11,719 |
Future Minimum Payments Receivable from Sales-Type Leases | Future minimum payments receivable from operating and sales-type leases as of June 30, 2023 for each of the next five years were as follows: Operating leases Sales-type leases Remainder of 2023 $ 175 $ 435 2024 — 1,010 2025 — 1,762 2026 — 1,808 2027 — 1,808 Thereafter — 4,896 Total minimum lease payments $ 175 $ 11,719 |
Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities as of June 30, 2023 were as follows (in thousands): Remainder of 2023 $ 4,016 2024 4,204 2025 3,487 2026 2,615 2027 2,238 Thereafter 9,858 Total undiscounted lease payment 26,418 Less: imputed interest (4,956) Total operating lease liabilities $ 21,462 |
Supplemental Cash Flow Information | Supplemental cash flow information related to leases were as follows (in thousands): Six Months Ended June 30, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ (4,170) $ (2,916) Lease liabilities arising from obtaining right-of-use assets: Operating lease $ — $ 4,178 Finance lease $ 699 $ — |
Operating Lease Right-Of-Use Assets and Liabilities | Operating lease right-of-use assets and liabilities consisted of the following (in thousands): June 30, 2023 December 31, 2022 Operating leases Operating lease right-of-use assets $ 16,986 $ 20,274 Operating lease liabilities, current 5,032 6,876 Operating lease liabilities, non-current 16,430 18,098 Total operating lease liabilities $ 21,462 $ 24,974 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Reserved Shares of Common Stock | As of June 30, 2023, the Company had reserved shares of common stock for issuance as follows (in thousands): 2010 Equity Incentive Plan 14,778 2021 Equity Incentive Plan 30,472 2021 Employee Stock Purchase Plan 4,877 Warrants 1 Earnout Stock 18,009 Convertible notes 247,835 Total 315,972 |
Equity Plans and Stock-based _2
Equity Plans and Stock-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 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 3,035,164 1.41 Exercised (57,036) 1.98 Cancelled/forfeited/expired (2) (1,618,145) 5.45 Balance as of June 30, 2023 (3) 15,616,680 $ 3.65 4.9 $ — Exercisable as of June 30, 2023 (4) 11,872,462 $ 3.96 3.1 $ — __________________ (1) Excluding Equity Awards of 2,677,500 shares and Milestone Options of 669,375 shares. See below for further details. (2) Excluding 502,032 shares cancelled under the Equity Awards with weighted average exercise price of $19.61 per share. (3) Excluding Equity Awards of 2,175,468 shares and Milestone Options of 669,375 shares outstanding as of June 30, 2023. (4) Excluding 2,008,124 shares exercisable under the Equity Awards with weighted average exercise price of $19.61 per share as of June 30, 2023. |
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: Six Months Ended June 30, 2023 2022 Expected term (in years) 6.3 6.3 Risk-free interest rate 3.7 % 2.0 % Expected volatility 67.2 % 55.1 % 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 5,051,133 1.60 Released (862,285) 6.61 Forfeited (1,481,739) 5.58 Balance as of June 30, 2023 8,440,336 $ 4.11 |
Stock-Based Compensation Expense | Stock-based compensation expense included in operating results was as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Cost of goods sold $ 272 $ 378 $ 577 $ 894 Research and development 1,265 1,288 2,457 2,281 Selling, general and administrative 2,868 4,649 5,685 7,782 Total stock-based compensation expense $ 4,405 $ 6,315 $ 8,719 $ 10,957 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, Six Months Ended June 30, 2023 2022 2023 2022 Numerator: Net loss $ (30,994) $ (41,821) $ (274,971) $ (91,899) Effect of dilutive securities: Interest expense to be recognized upon conversion of Convertible Notes (1) — (51,623) — (47,797) Numerator for diluted EPS - Net loss after the effect of dilutive securities $ (30,994) $ (93,444) $ (274,971) $ (139,696) Denominator: Weighted-average shares used in computing net loss per share of common stock, basic 227,282 223,745 226,848 223,015 Convertible Notes (1) — 25,131 — 24,855 Diluted weighted average shares 227,282 248,876 226,848 247,870 Net loss per share of common stock: Basic $ (0.14) $ (0.19) $ (1.21) $ (0.41) Diluted $ (0.14) $ (0.38) $ (1.21) $ (0.56) __________________ (1) Adjustment is under the “if-converted” method. Adjustments for the three months ended June 30, 2022 include write-off of $59.0 million unamortized debt discount of the Convertible Notes as of March 31, 2022, offset by the $7.4 million interest expense recorded in net loss of three months ended June 30, 2022. Adjustments for the six months ended June 30, 2022 include write-off of $62.3 million unamortized debt discount of the Convertible Notes as of December 31, 2021, offset by the $14.5 million interest expense recorded in net loss of six months ended June 30, 2022. |
Potentially Dilutive Securities Excluded from the Diluted Per Share Calculation | The potentially dilutive securities were as follows (in thousands): June 30, 2023 Stock options and RSUs to purchase common stock 26,902 Warrants to purchase common stock 1 Convertible notes (2) 36,598 Total 63,501 __________________ |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 6 Months Ended | ||||
Jun. 30, 2023 USD ($) segment | Jun. 30, 2022 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | ||
Accounting Policies [Abstract] | |||||
Accumulated deficit | $ (1,371,146) | $ (1,096,175) | [1] | ||
Cash and cash equivalents and short-term investments | 220,800 | ||||
Debt Instrument [Line Items] | |||||
Outstanding balance | 180,629 | 122,692 | |||
Impairment charge | $ 0 | $ 0 | |||
Number of reportable segments | segment | 1 | ||||
Line of credit | Senior Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Outstanding balance | $ 0 | 0 | |||
Letters of credit outstanding, amount | 20,200 | ||||
Convertible debt | Convertible Notes | |||||
Debt Instrument [Line Items] | |||||
Outstanding balance | $ 128,421 | 122,692 | |||
Total principal | 172,696 | 170,801 | |||
PIK interest | 19,196 | 17,301 | |||
Convertible debt | Convertible Notes | |||||
Debt Instrument [Line Items] | |||||
Outstanding balance | 180,629 | 177,735 | $ 122,692 | ||
Total principal | 175,888 | 172,871 | |||
PIK interest | $ 22,388 | $ 19,371 | |||
[1]Derived from audited Consolidated Financial Statements. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Revenue Disaggregated by Geography (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 85,714 | $ 74,564 | $ 165,243 | $ 133,145 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 67,682 | 61,673 | 133,105 | 113,640 |
Rest of World | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 18,032 | $ 12,891 | $ 32,138 | $ 19,505 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Credit Risk and Concentration (Details) - Customer Concentration Risk - customer | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Revenue | |||||
Concentration Risk [Line Items] | |||||
Number of customers accounted for 10% or more | 2 | 2 | 2 | 2 | |
Revenue | Customers Accounted For Greater Than 10% | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 43% | 25% | 32% | 26% | |
Accounts Receivable | |||||
Concentration Risk [Line Items] | |||||
Number of customers accounted for 10% or more | 2 | 2 | |||
Accounts Receivable | Customers Accounted For Greater Than 10% | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 45% | 48% |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Deferred Revenue (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Change In Contract With Customer, Asset and Liability [Roll Forward] | |
Deferred revenue | $ 67,398 |
Revenue recognized from beginning balance during the six months ended June 30, 2023 | (14,843) |
Deferred revenue added during the six months ended June 30, 2023 | 35,320 |
Deferred revenue | $ 87,875 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | |||||
Total revenue | $ 85,714 | $ 74,564 | $ 165,243 | $ 133,145 | |
Contract assets | 13,400 | 13,400 | $ 26,100 | ||
Remaining performance obligation | $ 513,800 | $ 513,800 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | |||||
Disaggregation of Revenue [Line Items] | |||||
Remaining performance obligation, percentage | 84% | 84% | |||
Remaining performance obligation, term | 12 months | 12 months | |||
Charging systems and installation | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue | $ 1,600 | $ 0 | $ 2,800 | $ 2,100 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Revenue of Commercial Offerings (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 85,714 | $ 74,564 | $ 165,243 | $ 133,145 |
Proterra Transit | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 21,113 | 50,819 | 65,975 | 86,200 |
Proterra Powered & Energy | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 64,601 | $ 23,745 | $ 99,268 | $ 46,945 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Product Warranties (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Movement in Standard Product Warranty Accrual [Roll Forward] | |
Warranty reserve- beginning of period | $ 25,513 |
Warranty costs incurred | (1,361) |
Net changes in liability for pre-existing warranties, including expirations | (3,000) |
Provision for warranty | 9,017 |
Warranty reserve- end of period | $ 30,169 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Assets: | ||
Total | $ 193,263 | $ 239,300 |
Liabilities: | ||
Total | 81,300 | 0 |
Level 1 | U.S. Treasury securities | ||
Assets: | ||
Short-term investments | 156,615 | 224,359 |
Level 1 | Money market funds | ||
Assets: | ||
Cash equivalents and marketable securities | 36,648 | 14,941 |
Level 3 | ||
Liabilities: | ||
Derivative liability | $ 81,300 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Cash Equivalents and Marketable Securities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-sale [Line Items] | ||
Cash equivalents | $ 36,648 | $ 14,941 |
Unrealized Gain (Loss) | (31) | (545) |
Amortized Cost | 193,294 | 239,845 |
Estimated Fair Value | 193,263 | 239,300 |
Cash equivalents: | Money market funds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cash equivalents | 36,648 | 14,941 |
Short-term investments: | U.S. Treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 156,646 | 224,904 |
Unrealized Gain (Loss) | (31) | (545) |
Estimated Fair Value | $ 156,615 | $ 224,359 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Jun. 23, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | ||||
Long-term investments | $ 26,600 | |||
Equity investment | $ 25,000 | |||
Debt Instrument [Line Items] | ||||
Reclassification of derivative liability | $ 20,800 | 20,800 | ||
Convertible Notes | Convertible debt | ||||
Debt Instrument [Line Items] | ||||
Fair value of debt | $ 267,400 | $ 313,400 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Derivative Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 23, 2023 | Jun. 30, 2023 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Fair value at issuance as of March 31, 2023 | $ 135,678 | |
Change in fair value | (33,578) | |
Reclassification of liability upon charter amendment | $ (20,800) | (20,800) |
Fair value as of June 30, 2023 | $ 81,300 |
Balance Sheet Components - Cash
Balance Sheet Components - Cash and Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Cash and Cash Equivalents | |||||
Cash | $ 27,553 | $ 58,754 | |||
Cash equivalents | 36,648 | 14,941 | |||
Total cash and cash equivalents | 64,201 | 73,695 | [1] | ||
Cash, Cash Equivalents, and Restricted Cash | |||||
Cash and cash equivalents | 64,201 | 73,695 | [1] | ||
Restricted cash, current portion | 12,565 | 12,565 | [1] | ||
Total cash and cash equivalents, and restricted cash | $ 76,766 | $ 86,260 | $ 65,287 | $ 182,604 | |
[1]Derived from audited Consolidated Financial Statements. |
Balance Sheet Components - Inve
Balance Sheet Components - Inventories (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2022 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Raw materials | $ 240,558 | $ 127,199 | ||||
Work in progress | 30,049 | 21,153 | ||||
Finished goods | 12,439 | 13,518 | ||||
Service parts | 9,201 | 7,697 | ||||
Total inventories | 292,247 | $ 169,567 | [1] | |||
Write-down of inventories | $ 6,800 | $ 0 | $ 0 | $ 0 | ||
[1]Derived from audited Consolidated Financial Statements. |
Balance Sheet Components - Prop
Balance Sheet Components - Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | ||
Property, Plant and Equipment [Line Items] | ||||||
Finance lease right-of-use assets | $ 878 | $ 878 | $ 179 | |||
Property, plant and equipment, and finance lease right-of-use asset gross | 182,937 | 182,937 | 174,091 | |||
Less: Accumulated depreciation and amortization | (72,231) | (72,231) | (66,539) | |||
Total | 110,706 | 110,706 | 107,552 | [1] | ||
Depreciation and amortization expense | 4,900 | $ 3,300 | 9,594 | $ 6,672 | ||
Computer hardware | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, plant and equipment, gross | 6,063 | 6,063 | 5,465 | |||
Computer software | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, plant and equipment, gross | 16,056 | 16,056 | 11,012 | |||
Internally used vehicles and charging systems | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, plant and equipment, gross | 11,738 | 11,738 | 15,177 | |||
Leased vehicles and batteries | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, plant and equipment, gross | 5,142 | 5,142 | 5,142 | |||
Leasehold improvements | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, plant and equipment, gross | 30,938 | 30,938 | 10,716 | |||
Machinery and equipment | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, plant and equipment, gross | 53,999 | 53,999 | 28,942 | |||
Office furniture and equipment | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, plant and equipment, gross | 3,408 | 3,408 | 2,523 | |||
Tooling | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, plant and equipment, gross | 24,316 | 24,316 | 22,430 | |||
Construction in progress | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, plant and equipment, gross | $ 30,399 | $ 30,399 | $ 72,505 | |||
[1]Derived from audited Consolidated Financial Statements. |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accrued payroll and related expenses | $ 9,861 | $ 8,647 | |
Accrued sales and use tax | 339 | 1,784 | |
Warranty reserve | 8,098 | 8,406 | |
Accrued supplier liability | 1,170 | 7,699 | |
Insurance related | 890 | 4,445 | |
Other accrued expenses | 3,215 | 2,570 | |
Total | $ 23,573 | $ 33,551 | [1] |
[1]Derived from audited Consolidated Financial Statements. |
Balance Sheet Components - Othe
Balance Sheet Components - Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Warranty reserve | $ 22,071 | $ 17,107 | |
Finance lease liabilities, non-current | 461 | 57 | |
Total | $ 22,532 | $ 17,164 | [1] |
[1]Derived from audited Consolidated Financial Statements. |
Debt - Components (Details)
Debt - Components (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||||
Total debt | $ 180,629 | $ 122,692 | ||
Less debt, current | 180,629 | 122,692 | [1] | |
Debt, non-current | 0 | 0 | ||
Line of credit | Senior Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Total debt | 0 | 0 | ||
Convertible debt | Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 180,629 | $ 177,735 | $ 122,692 | |
[1]Derived from audited Consolidated Financial Statements. |
Debt - Senior Credit Facility (
Debt - Senior Credit Facility (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
May 31, 2019 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||||||
Amount outstanding | $ 180,629,000 | $ 180,629,000 | $ 122,692,000 | |||
Gain on debt extinguishment | 0 | $ 10,201,000 | (177,939,000) | $ 10,201,000 | ||
Line of credit | Senior Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Amount outstanding | 0 | 0 | 0 | |||
Letters of credit outstanding, amount | 20,200,000 | 20,200,000 | ||||
Line of credit | 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 | $ 0 | |||
Letters of credit outstanding, amount | $ 20,100,000 | $ 20,100,000 | ||||
Line of credit | Federal Funds Rate | Variable rate component one | Senior Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Spread on variable interest rate | 0.50% | |||||
Line of credit | London Interbank Offered Rate (LIBOR) | Variable rate component one | Senior Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Spread on variable interest rate | 1% | |||||
Line of credit | London Interbank Offered Rate (LIBOR) | Minimum | Variable rate component two | Senior Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Spread on variable interest rate | 1.50% | |||||
Line of credit | London Interbank Offered Rate (LIBOR) | Maximum | Variable rate component two | Senior Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Spread on variable interest rate | 3% | |||||
Line of credit | Base Rate | Minimum | Variable rate component two | Senior Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Spread on variable interest rate | 0% | |||||
Line of credit | Base Rate | Maximum | Variable rate component two | Senior Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Spread on variable interest rate | 1.50% | |||||
Letter of credit | Senior Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Borrowing capacity | $ 25,000,000 |
Debt - Small Business Administr
Debt - Small Business Administration Loan (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
May 31, 2022 | May 31, 2020 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Debt Instrument [Line Items] | ||||||
Gain on debt extinguishment | $ 0 | $ 10,201 | $ (177,939) | $ 10,201 | ||
PPP Loan | ||||||
Debt Instrument [Line Items] | ||||||
Loan proceeds | $ 10,000 | |||||
Debt forgiven | $ 10,000 | |||||
Interest refunded | 200 | |||||
Gain on debt extinguishment | $ 10,200 |
Debt - Convertible Notes and Am
Debt - Convertible Notes and Amended Notes (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||
Jun. 23, 2023 | Mar. 31, 2023 | Jun. 14, 2021 | Aug. 31, 2020 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 22, 2023 | May 19, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||||||||||||
Special meeting of stockholders, period | 6 months | |||||||||||
Convertible Debt [Abstract] | ||||||||||||
Total debt | $ 180,629,000 | $ 180,629,000 | $ 122,692,000 | |||||||||
Loss on debt extinguishment | $ 0 | $ (10,201,000) | $ 177,939,000 | $ (10,201,000) | ||||||||
Debt extinguishment fair value adjustment | $ 7,200,000 | |||||||||||
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 500,000,000 | 500,000,000 | |||||||
Reclassification of derivative liability | $ 20,800,000 | $ 20,800,000 | ||||||||||
Amortization of debt issuance cost and debt discounts | $ 3,752,000 | 6,833,000 | ||||||||||
Additional Paid-in Capital | ||||||||||||
Convertible 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) | 4,600,000 | |||||||||||
Fair value of embedded derivative liability | $ 68,500,000 | |||||||||||
Convertible note warrants | Convertible Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.02 | |||||||||||
Warrant liability | $ 29,000,000 | |||||||||||
Convertible debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Write off of unamortized debt issuance cost | 59,000,000 | 62,300,000 | ||||||||||
Convertible debt | 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 | |||||||||||
Debt issuance costs incurred | $ 5,100,000 | |||||||||||
Debt amount converted | $ 46,500,000 | |||||||||||
Write off of unamortized debt issuance cost | 21,000,000 | |||||||||||
Convertible Notes, conversion price (in usd per share) | $ 6.5712 | |||||||||||
VWAP (in usd per share) | $ 9.86 | |||||||||||
Consecutive days | 20 days | |||||||||||
Covenant, required minimum liquidity, multiple factor of cash burn | 4 | |||||||||||
Convertible Debt [Abstract] | ||||||||||||
Principal | $ 153,500,000 | 153,500,000 | $ 153,500,000 | |||||||||
PIK interest | 19,196,000 | 19,196,000 | 17,301,000 | |||||||||
Total principal | 172,696,000 | 172,696,000 | 170,801,000 | |||||||||
Less debt discount and issuance costs/plus debt premium | (44,275,000) | (44,275,000) | (48,109,000) | |||||||||
Total debt | 128,421,000 | $ 128,421,000 | 122,692,000 | |||||||||
Loss on debt extinguishment | 177,900,000 | |||||||||||
Debt extinguishment fair value adjustment | $ 7,200,000 | |||||||||||
Amortization of debt issuance cost and debt discounts | (100,000) | $ 3,500,000 | 3,700,000 | $ 6,800,000 | ||||||||
Convertible debt | Convertible Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Aggregate principal amount | $ 3,500,000 | |||||||||||
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 | |||||||||||
Face amount, maturity date not extended | $ 3,500,000 | $ 3,500,000 | ||||||||||
Cash interest rate | 5% | 5% | ||||||||||
PIK default rate | 9% | 9% | ||||||||||
Conversion price discount percentage | 75% | 75% | ||||||||||
Conversion price floor (in usd per share) | $ 1.016 | $ 1.016 | ||||||||||
Breach of minimum liquidity covenant, period | 5 days | |||||||||||
Beneficial ownership limitation percentage | 40% | 40% | ||||||||||
Maximum shares to be issued, percentage | 19.99% | 19.99% | ||||||||||
Maximum number of shares of common stock that may be issued, prior to stockholder approval of NASDAQ Proposal | 45,257,360 | 45,257,360 | ||||||||||
Maximum number of shares of common stock that may be issued, after stockholder approval of NASDAQ Proposal | 177,782,000 | 177,782,000 | ||||||||||
Convertible Debt [Abstract] | ||||||||||||
Principal | $ 153,500,000 | 153,500,000 | $ 153,500,000 | 153,500,000 | ||||||||
PIK interest | 19,371,000 | 22,388,000 | 19,371,000 | 22,388,000 | ||||||||
Total principal | 172,871,000 | 175,888,000 | 172,871,000 | 175,888,000 | ||||||||
Less debt discount and issuance costs/plus debt premium | 4,864,000 | 4,741,000 | 4,864,000 | 4,741,000 | ||||||||
Total debt | 177,735,000 | 180,629,000 | 177,735,000 | 180,629,000 | $ 122,692,000 | |||||||
Fair value of debt | $ 313,400,000 | $ 267,400,000 | $ 313,400,000 | $ 267,400,000 | ||||||||
Convertible debt | Conversion scenario one | Convertible Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Convertible Notes, conversion price (in usd per share) | $ 4 | $ 4 | ||||||||||
Percentage of principal amount to convert | 33.33% | 33.33% | ||||||||||
Convertible debt | Conversion scenario two | Convertible Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Convertible Notes, conversion price (in usd per share) | $ 5 | $ 5 | ||||||||||
Percentage of principal amount to convert | 33.33% | 33.33% | ||||||||||
Convertible debt | Conversion scenario three | Convertible Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Convertible Notes, conversion price (in usd per share) | $ 6 | $ 6 | ||||||||||
Convertible debt | Conversion scenario four | Convertible Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Convertible Notes, conversion price (in usd per share) | $ 4 | $ 4 | ||||||||||
Percentage of principal amount to convert | 33.33% | 33.33% | ||||||||||
Convertible debt | Conversion scenario five | Convertible Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Convertible Notes, conversion price (in usd per share) | $ 5 | $ 5 | ||||||||||
Percentage of principal amount to convert | 33.33% | 33.33% | ||||||||||
Convertible debt | Conversion scenario six | Convertible Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Convertible Notes, conversion price (in usd per share) | $ 6 | $ 6 | ||||||||||
Convertible debt | Volume weighted average price, period one | Convertible Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Conversion provision, volume weighted average price (in usd per share) | 15 | 15 | ||||||||||
Convertible debt | Volume weighted average price, period two | Convertible Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Conversion provision, volume weighted average price (in usd per share) | $ 12 | $ 12 | ||||||||||
Convertible debt | Additional Paid-in Capital | Convertible Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Principal and interest reclassified to additional paid-in capital | $ 48,800,000 |
Debt - Future Principal Repayme
Debt - Future Principal Repayments (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2028 | $ 175,888 |
Total debt | $ 175,888 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Leases [Abstract] | |||||
Operating lease, expense | $ 1.9 | $ 1.9 | $ 4 | $ 3.5 | |
Operating lease, weighted average remaining lease term | 6 years 6 months | 6 years 6 months | 6 years 4 months 24 days | ||
Operating lease, weighted average discount rate, percent | 6.10% | 6.10% | 6.20% |
Leases - Net Investment In Leas
Leases - Net Investment In Lease (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Net investment in leases, current | $ 984 | $ 985 |
Net investment in leases, non-current | 9,925 | 9,304 |
Total net investment in leases | $ 10,909 | $ 10,289 |
Leases - Lessor Future Minimum
Leases - Lessor Future Minimum Payments Receivable (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Operating leases | |
Remainder of 2023 | $ 175 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
Thereafter | 0 |
Total minimum lease payments | 175 |
Sales-type leases | |
Remainder of 2023 | 435 |
2024 | 1,010 |
2025 | 1,762 |
2026 | 1,808 |
2027 | 1,808 |
Thereafter | 4,896 |
Total minimum lease payments | $ 11,719 |
Leases - Maturities Of Operatin
Leases - Maturities Of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Remainder of 2023 | $ 4,016 | |
2024 | 4,204 | |
2025 | 3,487 | |
2026 | 2,615 | |
2027 | 2,238 | |
Thereafter | 9,858 | |
Total undiscounted lease payment | 26,418 | |
Less: imputed interest | (4,956) | |
Total operating lease liabilities | $ 21,462 | $ 24,974 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows for operating leases | $ (4,170) | $ (2,916) |
Lease liabilities arising from obtaining right-of-use assets: | ||
Operating lease | 0 | 4,178 |
Finance lease | $ 699 | $ 0 |
Leases - Operating Lease Right-
Leases - Operating Lease Right-of-use Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | |
Operating leases | |||
Operating lease right-of-use assets | $ 16,986 | $ 20,274 | [1] |
Operating lease liabilities, current | 5,032 | 6,876 | [1] |
Operating lease liabilities, non-current | 16,430 | 18,098 | [1] |
Total operating lease liabilities | $ 21,462 | $ 24,974 | |
[1]Derived from audited Consolidated Financial Statements. |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | [1] |
Commitments and Contingencies Disclosure [Abstract] | |||
Purchase commitment, outstanding inventory and other | $ 2,000,000 | ||
Long-term inventory prepayment | 10,000 | $ 10,000 | |
Senior Credit Facility | Line of credit | |||
Other Commitments [Line Items] | |||
Letters of credit outstanding, amount | $ 20,200 | ||
[1]Derived from audited Consolidated Financial Statements. |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) | 6 Months Ended | |||
Jun. 30, 2023 vote $ / shares shares | Jun. 23, 2023 shares | Jun. 22, 2023 shares | Dec. 31, 2022 shares | |
Equity [Abstract] | ||||
Capital stock, shares authorized (in shares) | 1,010,000,000 | |||
Capital stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 | 500,000,000 | 500,000,000 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | ||
Common stock, shares issued (in shares) | 227,770,490 | 226,265,000 | ||
Common stock, shares outstanding (in shares) | 227,770,490 | 226,265,000 | ||
Preferred stock, shares issued (in shares) | 0 | 0 | ||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||
Common stock, number of votes per share | vote | 1 |
Stockholders' Equity - Reserved
Stockholders' Equity - Reserved Shares (Details) shares in Thousands | Jun. 30, 2023 shares |
Class of Stock [Line Items] | |
Common stock reserved for issuance (in shares) | 315,972 |
2021 Employee Stock Purchase Plan | |
Class of Stock [Line Items] | |
Common stock reserved for issuance (in shares) | 4,877 |
Warrants | |
Class of Stock [Line Items] | |
Common stock reserved for issuance (in shares) | 1 |
Earnout Stock | |
Class of Stock [Line Items] | |
Common stock reserved for issuance (in shares) | 18,009 |
Convertible notes | |
Class of Stock [Line Items] | |
Common stock reserved for issuance (in shares) | 247,835 |
2010 Equity Incentive Plan | |
Class of Stock [Line Items] | |
Common stock reserved for issuance (in shares) | 14,778 |
2021 Equity Incentive Plan | |
Class of Stock [Line Items] | |
Common stock reserved for issuance (in shares) | 30,472 |
Equity Plans and Stock-based _3
Equity Plans and Stock-based Compensation - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||
Jun. 14, 2021 | Jun. 11, 2021 | Jun. 30, 2021 | Mar. 31, 2020 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Options exercisable, Number of options (in shares) | 11,872,462 | 11,872,462 | |||||||||
Stock-based compensation expense | $ 4,405,000 | $ 6,315,000 | $ 8,719,000 | $ 10,957,000 | |||||||
Awards granted (in shares) | 3,035,164 | ||||||||||
Awards outstanding (in shares) | 15,616,680 | 15,616,680 | 14,256,697 | ||||||||
Total intrinsic value of stock options exercised | $ 100,000 | ||||||||||
Total estimated grant date fair value of stock options vested | 4,000,000 | ||||||||||
Unrecognized stock-based compensation expense, stock options | $ 8,100,000 | $ 8,100,000 | |||||||||
2010 Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Options exercisable, Number of options (in shares) | 22,532,619 | 14,777,745 | 14,777,745 | ||||||||
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% | ||||||||||
Additional shares reserved (in shares) | 9,050,606 | 8,878,388 | |||||||||
Percent of fair market value for greater than ten percent shareholders | 110% | ||||||||||
2021 Equity Incentive Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares that may be issued (in shares) | 30,000,000 | ||||||||||
ESPP | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common stock reserved for the Plan (in shares) | 1,630,000 | ||||||||||
Annual percentage increase in shares reserved | 1% | ||||||||||
Additional shares reserved (in shares) | 2,262,651 | 2,219,597 | |||||||||
Number of shares that may be issued (in shares) | 16,300,000 | ||||||||||
ESPP, purchase price percentage | 15% | ||||||||||
ESPP, purchase price of common stock, percentage | 85% | ||||||||||
ESPP, maximum shares that may be purchased (in shares) | 2,500 | ||||||||||
ESPP, offering period | 6 months | ||||||||||
ESPP, maximum amount that may be purchased | $ 25,000 | ||||||||||
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 tranche one | |||||||||||
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 tranche two | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Award vesting period | 4 years | ||||||||||
Awards outstanding (in shares) | 2,677,500 | ||||||||||
CEO Time-Based Awards tranche two | 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 tranche two | 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 tranche two | 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 tranche two | 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] | |||||||||||
Stock-based compensation expense | $ 2,100,000 | ||||||||||
Award exercise price (in dollars per share) | $ 5.33 | ||||||||||
Awards outstanding (in shares) | 669,375 | 669,375 | 669,375 | 669,375 | |||||||
Number of shares that fully vested (in shares) | 669,375 | ||||||||||
Stock options | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Award expiration period | 10 years | ||||||||||
Award vesting period | 4 years | ||||||||||
Unrecognized stock-based compensation expense, period for recognition | 3 years 1 month 6 days | ||||||||||
Stock options | Greater than ten percent stockholder | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Award expiration period | 5 years | ||||||||||
Restricted stock units (RSUs) | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Award vesting period | 4 years | ||||||||||
Unrecognized stock-based compensation expense, period for recognition | 3 years 1 month 6 days | ||||||||||
Unrecognized stock-based compensation expense, RSUs | $ 28,900,000 | $ 28,900,000 | |||||||||
ESPP | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock-based compensation expense | $ 600,000 | $ 600,000 | |||||||||
Shares of common stock issued under the ESPP (in shares) | 586,008 | 325,106 | |||||||||
Purchase price of common stock issued under the ESPP (in dollars per share) | $ 1.13 | $ 4.62 |
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 | 6 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Jun. 30, 2023 | Dec. 31, 2022 | |
Number of Stock Options Outstanding | |||
Balance at beginning of period (in shares) | 14,256,697 | ||
Granted (in shares) | 3,035,164 | ||
Exercised (in shares) | (57,036) | ||
Cancelled/forfeited/expired (in shares) | (1,618,145) | ||
Balance at end of period (in shares) | 15,616,680 | 14,256,697 | |
Options exercisable, Number of options (in shares) | 11,872,462 | ||
Weighted- Average Exercise Price | |||
Balance at beginning of period (in dollars per share) | $ 4.32 | ||
Granted (in dollars per share) | 1.41 | ||
Exercised (in dollars per share) | 1.98 | ||
Cancelled/forfeited/expired (in dollars per share) | 5.45 | ||
Balance at end of period (in dollars per share) | 3.65 | $ 4.32 | |
Options exercisable, Weighted average exercise price per share (in dollars per share) | $ 3.96 | ||
Stock Options, Additional Disclosures | |||
Options outstanding, Weighted average remaining contractual term | 4 years 10 months 24 days | 5 years 6 months | |
Options exercisable, Weighted average remaining contractual term | 3 years 1 month 6 days | ||
Options outstanding, Aggregate intrinsic value | $ 0 | $ 9,469 | |
Options exercisable, Aggregate intrinsic value | $ 0 | ||
Equity Awards | |||
Number of Stock Options Outstanding | |||
Balance at beginning of period (in shares) | 2,677,500 | ||
Cancelled/forfeited/expired (in shares) | (502,032) | ||
Balance at end of period (in shares) | 2,175,468 | 2,677,500 | |
Options exercisable, Number of options (in shares) | 2,008,124 | ||
Weighted- Average Exercise Price | |||
Cancelled/forfeited/expired (in dollars per share) | $ 19.61 | ||
Options exercisable, Weighted average exercise price per share (in dollars per share) | $ 19.61 | ||
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 Plans and Stock-based _5
Equity Plans and Stock-based Compensation - Assumptions Used in Fair Value Measurement (Details) - Stock options | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term | 6 years 3 months 18 days | 6 years 3 months 18 days |
Risk-free interest rate | 3.70% | 2% |
Expected volatility | 67.20% | 55.10% |
Expected dividend rate | 0% | 0% |
Equity Plans and Stock-based _6
Equity Plans and Stock-based Compensation - RSU Activity (Details) - Restricted stock units (RSUs) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Number of RSUs | |
Balance at beginning of period (in shares) | shares | 5,733,227 |
Granted (in shares) | shares | 5,051,133 |
Released (in shares) | shares | (862,285) |
Forfeited (in shares) | shares | (1,481,739) |
Balance at end of period (in shares) | shares | 8,440,336 |
Weighted Average Grant Date Fair Value | |
Balance at beginning of period (in dollars per share) | $ / shares | $ 7.07 |
Granted (in dollars per share) | $ / shares | 1.60 |
Released (in dollars per share) | $ / shares | 6.61 |
Forfeited (in dollars per share) | $ / shares | 5.58 |
Balance at end of period (in dollars per share) | $ / shares | $ 4.11 |
Equity Plans and Stock-based _7
Equity Plans and Stock-based Compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 4,405 | $ 6,315 | $ 8,719 | $ 10,957 |
Cost of goods sold | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 272 | 378 | 577 | 894 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 1,265 | 1,288 | 2,457 | 2,281 |
Selling, general and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 2,868 | $ 4,649 | $ 5,685 | $ 7,782 |
Net Loss Per Share - Calculatio
Net Loss Per Share - Calculation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator: | ||||
Net loss | $ (30,994) | $ (41,821) | $ (274,971) | $ (91,899) |
Effect of dilutive securities: | ||||
Interest expense to be recognized upon conversion of Convertible Notes | 0 | (51,623) | 0 | (47,797) |
Numerator for diluted EPS - Net loss after the effect of dilutive securities | $ (30,994) | $ (93,444) | $ (274,971) | $ (139,696) |
Denominator: | ||||
Weighted-average shares used in computing net loss per share of common stock, basic (in shares) | 227,282 | 223,745 | 226,848 | 223,015 |
Convertible Notes (in shares) | 0 | 25,131 | 0 | 24,855 |
Diluted weighted average shares (in shares) | 227,282 | 248,876 | 226,848 | 247,870 |
Net loss per share of common stock: | ||||
Basic (in dollars per share) | $ (0.14) | $ (0.19) | $ (1.21) | $ (0.41) |
Diluted (in dollars per share) | $ (0.14) | $ (0.38) | $ (1.21) | $ (0.56) |
Convertible debt | ||||
Debt Instrument [Line Items] | ||||
Write off of unamortized debt issuance cost | $ 59,000 | $ 62,300 | ||
Interest expense | $ 7,400 | $ 14,500 |
Net Loss Per Share - Narrative
Net Loss Per Share - Narrative (Details) - Convertible debt - Convertible Notes | 1 Months Ended |
Aug. 31, 2020 $ / shares | |
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 in Thousands | 6 Months Ended |
Jun. 30, 2023 shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Potentially dilutive securities (in shares) | 63,501 |
Stock options and RSUs to purchase common stock | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Potentially dilutive securities (in shares) | 26,902 |
Warrants to purchase common stock | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Potentially dilutive securities (in shares) | 1 |
Convertible notes | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Potentially dilutive securities (in shares) | 36,598 |
401(k) Plan (Details)
401(k) Plan (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Retirement Benefits [Abstract] | ||||
Employer matching contribution, percent of match | 4% | |||
Employer matching contribution, cost | $ 0.9 | $ 0.8 | $ 2 | $ 1.5 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Subsequent Event [Line Items] | |||
Outstanding balance | $ 180,629,000 | $ 122,692,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Senior Credit Facility | Line of credit | |||
Subsequent Event [Line Items] | |||
Outstanding balance | $ 0 | $ 0 | |
Letters of credit outstanding, amount | 20,100,000 | ||
Senior Credit Facility | Line of credit | |||
Subsequent Event [Line Items] | |||
Outstanding balance | 0 | 0 | |
Letters of credit outstanding, amount | 20,200,000 | ||
Convertible Notes | Convertible debt | |||
Subsequent Event [Line Items] | |||
Outstanding balance | 180,629,000 | $ 177,735,000 | $ 122,692,000 |
Total principal | $ 175,888,000 | $ 172,871,000 |