FALSE000181958400018195842022-04-182022-04-180001819584us-gaap:CommonClassAMember2022-04-182022-04-180001819584us-gaap:WarrantMember2022-04-182022-04-18


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): April 18, 2022
 
VOLTA INC.
(Exact name of registrant as specified in its charter)
 
Delaware 001-39508 35-2728007
(State or other jurisdiction
of incorporation)		 (Commission File Number) (IRS Employer
Identification No.)
 
155 De Haro Street
San Francisco, CA 94103
(Address of principal executive offices, including zip code)
 
Registrant’s telephone number, including area code: (888) 264-2208
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Title of each class Trading Symbol Name of each exchange on which registered
Class A Common Stock, par value of $0.0001 per share VLTA New York Stock Exchange
Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share VLTA WS New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☒
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




 
 
 
Item 2.02 Results of Operations and Financial Condition.
On April 15, 2022, Volta Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and full-year ended December 31, 2021. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information set forth in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.
  
Exhibit Number Description
  
99.1 
104Cover Page Interactive Date File (embedded within the Inline XBRL document)



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
VOLTA INC.
By: /s/ Francois P. Chadwick
 Name: Francois P. Chadwick
 Title: Chief Financial Officer
Date: April 15, 2022

Volta Inc. Reports Fourth Quarter and Year End 2021 Financial Results


–Fourth Quarter Revenue Increased 45% Year-Over-Year to $12.1 Million
–Annual Revenue Increased 66% Year-Over-Year to $32.3 Million
–44% Year-Over-Year Growth in Total Installed Stalls – 2,330 as of December 31, 2021

SAN FRANCISCO (April 15, 2022) – Volta Inc. (NYSE: VLTA, VLTA WS) (“Volta” or the “Company”), an industry-leading electric vehicle (“EV”) charging network powering vehicles and commerce, today announced financial results for its fourth quarter and full fiscal year ended December 31, 2021.

“2021 was a transformative year for both the company and the industry," said Francois Chadwick, CFO of Volta. "We continue to see significant growth in the market, and we are well-positioned to take advantage of this acceleration."

Recent Key Company Highlights in 2021 and 2022
Walgreens - Expanded partnership with 1,000 DC fast charging stalls at over 500 Walgreens throughout the U.S. This agreement furthers Volta’s DC fast charging expansion strategy and Walgreens’ support of initiatives that aim to lower emissions and make the planet healthier for communities everywhere.

European Expansion with New Signings - Signed partnership deals with the global sporting goods chain Decathlon, starting with installations in St. Gallen, Switzerland, and the movie theater company Cineplex Group in Germany. Volta also celebrated the installation of its first charging stations in France at the popular restaurant Key West near Annecy. 

Partnership with Cinemark Theater - Expanded beyond the initially announced 100 domestic stations.

Fourth Quarter 2021 Financial Highlights

•Revenues increased 45% year-over-year to $12.1 million, compared to $8.4 million in the prior-year period.







Revenues by Category
1


Three Months Ended December 31,
(in thousands)20212020
Revenues
Behavior and Commerce (Media and Advertising)$8,587 $3,832 
Network Development2,812 4,410 
Charging Network Operations676 --  
Network Intelligence63133
Total Revenues$
12,139 
$8,375 
•Selling, general and administrative expenses excluding stock-based compensation and one-time expenses were $32.2 million, compared to $13.1 million, also excluding stock-based compensation and one-time expenses, in the prior-year period.
•Net loss was $121.1 million, compared to a loss of $31.5 million in the prior-year period.
•Adjusted EBITDA was $30.7 million loss, compared to $12.9 million loss in the prior-year period.
•Cash and marketable securities were $262.3 million as of December 31, 2021.
•Weighted average shares outstanding for the three months ended December 31, 2021, were 160.4 million.
Full Year 2021 Financial Highlights
•Revenues increased 66% year-over-year to $32.3 million, compared to $19.5 million in the prior-year.

Revenues by Category
Year ended December 31,
(in thousands)20212020
Revenues
Behavior and Commerce (Media and Advertising)
$    25,961$    8,014
Network Development5,22410,598
Charging Network Operations676706
Network Intelligence450133
Total Revenues$    32,311$    19,451

•Net loss was $276.6 million, compared to a loss of $70.6 million in the prior-year period.
•Adjusted EBITDA was $83.8 million loss for the full year 2021, compared to $40.1 million loss in 2020.
2


For a reconciliation of Adjusted EBITDA and EBITDA, which are non-GAAP measures, to net loss, the most comparable GAAP measure, please see the table captioned “Non-GAAP Reconciliation” set forth at the end of this press release. These expectations do not consider, or give effect to, among other things, unforeseen events, including changes in global economic conditions.
Total Stalls Connected, including Site Partners
Total stalls connected as of December 31, 2021, was 2,330, representing a 44% year-over-year increase. A stall is attributed to a station based on the number of vehicles that can charge concurrently and there are certain configurations of Volta sites where one station is capable of charging more than one vehicle at a time. The Company added 193 stalls in the quarter and ended 2021 in 23 states.

Full Year 2022 Outlook    
Based on current business conditions, business trends and other factors, for the full year ending December 31, 2022, the Company reiterates guidance of:

•Full year 2022 Revenue in the range of $70 million to $80 million
•Total incremental, connected stalls in the range of 1,700 to 2,000

In addition, the Company is now guiding to:

•Total incremental, connected sites to be in the range of 650 to 750 sites

First Quarter Outlook
Based on current business conditions, business trends and other factors, for the three months ended March 31, 2022, the Company reiterates guidance of:

•First quarter Revenue in the range of $8 million to $8.5 million

Webcast and Conference Call Information
Company management will host a webcast and conference call on April 18, 2022, at 8:30 a.m. Eastern Time, to discuss the Company’s financial results and business operations updates.

Interested investors and other parties can listen to a webcast of the live conference call and access the Company’s first quarter update presentation by logging onto the Investor Relations section of the Company’s website at https://investors.voltacharging.com/.

The conference call can be accessed live over the phone by dialing +1-877-423-9813 (domestic) or + 1-201-689-8573 (international). A telephonic replay will be available approximately two hours after the call by dialing +1-844-512-2921, or for international callers, +1-412-317-6671. The pin number for the replay is 13729279. The replay will be available until 11:59 p.m. Eastern Time on May 2, 2022.

About Volta Inc.
Volta Inc. (NYSE: VLTA) is an industry-leading electric vehicle (“EV”) charging network powering vehicles and commerce. Volta’s vision is to build EV charging networks that capitalize on and catalyze the shift from combustion-powered miles to electric miles by placing stations where consumers live, work, shop, and play. By leveraging a data-driven understanding of driver behavior to deliver EV charging solutions that fit seamlessly into people’s daily routines, Volta’s goal is to benefit consumers, brands, and real-estate locations while helping to build the infrastructure of the future. As part of Volta’s unique EV charging offering, its stations allow it to enhance its site hosts’ and strategic partners’ core commercial interests, creating a new means
3


for them to benefit from the transformative shift to electric mobility. To learn more, visit www.voltacharging.com.

Non-GAAP Financial Information
This press release contains references to EBITDA and Adjusted EBITDA of Volta, which are adjusted from results based on generally accepted accounting principles in the United States (“GAAP”) and exclude certain expenses, gains, and losses. The Company defines and calculates EBITDA as net loss attributable to Volta before the impact of interest income or expense, provision for income taxes, depreciation, and amortization. The Company defines and calculates Adjusted EBITDA as EBITDA adjusted to exclude stock-based compensation expense and warrant valuation.
These non-GAAP financial measures are provided to enhance the user’s understanding of our prospects for the future and the historical performance for the context of the investor. The Company’s management team uses these non-GAAP financial measures in assessing performance, as well as in planning and forecasting future periods. These non-GAAP financial measures are not computed according to GAAP and the methods the Company uses to compute them may differ from the methods used by other companies. Non-GAAP financial measures are supplemental, should not be considered a substitute for financial information presented in accordance with GAAP and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP.
Refer to the attached financial supplement for a reconciliation of these non-GAAP financial measures to their most directly comparable GAAP measures for the twelve months ended December 31, 2021, and 2020.
Total Stalls Installed
Volta management considers “Total Stalls” as the total size of its installed charging network at the end of the period, including Volta-owned and network partner-owned charging stations operated by Volta. Volta’s management uses Total Stalls Installed for internal network planning and forecasting purposes, including evaluating the potential Behavior and Commerce revenue generating capacity of its charging network, which is generated through delivery of content by Volta’s partners across both Volta-owned and its network partner-owned charging stalls. In addition, Total Stalls Installed provides the basis for Volta’s assessment of its charging network operations as well. Volta believes that this performance measure provides meaningful, supplemental information regarding the Volta charging network that helps illustrate trends in its business and operating performance. Volta believes that this performance measure is helpful to its investors as it is used by management in assessing the growth of the Volta charging network.
Forward-Looking Statements
This press release includes forward-looking statements, which are subject to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as “anticipates,” “feels,” “believes,” expects,” “estimates,” “projects,” “intends,” “should,” “is to be,” or the negative of such terms, or other comparable terminology and include, among other things, statements regarding Volta’s strategy and other future events that involve risks and uncertainties. Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements contained herein due to many factors, including, but not limited to: intense competition faced by Volta in the EV charging market and in its content activities; the possibility that Volta is not able to build on and develop strong relationships with real estate and retail partners to build out its charging network and content partners to expand its content sales activities; market conditions, including seasonality, that may impact the demand for EVs and EV charging stations or content on Volta’s digital displays; risks, cost overruns and delays associated with construction and installation of
4


Volta’s charging stations; risks associated with any future expansion by Volta into additional international markets; cost increases, delays or new or increased taxation or other restrictions on the availability or cost of electricity; rapid technological change in the EV industry may require Volta to continue to develop new products and product innovations, which it may not be able to do successfully or without significant cost; the impact of competing technologies that could reduce the demand for EVs; the risk that Volta’s shift to including a pay-for-use charging business model and the requirement of mobile check-ins adversely impacts Volta’s ability to retain driver interest, content partners and site hosts; the EV market may not continue to grow as expected; the risk that Volta may fail to effectively build scalable and robust processes to manage the growth of its business and to expand its geographic footprint; the ability to protect its intellectual property rights; and those factors discussed in Volta’s Annual Report on Form 10-K for the year ended December 31, 2021 under the heading “Risk Factors,” filed with the Securities and Exchange Commission (the “SEC”), as supplemented by other reports and documents Volta files from time to time with the SEC. Any forward-looking statements speak only as of the date on which they are made, and Volta undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this press release.

For Investor/Analyst:
Katherine Bailon, VP of Investor Relations
Katherine@voltacharging.com

For Media/Press:
Jette Speights, VP of Communications
Jette@voltacharging.com

5

Volta Inc. and Subsidiaries
Consolidated Balance Sheets


December 31,
20212020
(in thousands, except share data)
ASSETS
Current assets
Cash and cash equivalents$    262,260$    58,806
Accounts receivable, less allowance for doubtful accounts; $0 and $53.212,5876,151
Inventory
    2,726    
6,152
Prepaid partnership costs8,9829,625
Prepaid expenses and other current assets12,091921
Total current assets
    298,646    
81,655
Operating lease right-of-use assets, net
    76,364    
49,434
Property and equipment, net
    97,728    
49,358
Notes receivable - employee—1,019
Other non-current assets321327
Intangible assets, net643—
Goodwill221—
Total assets
$    473,923    
$    181,793
LIABILITIES
Current liabilities
Accounts payable18,4605,494
Accounts payable - due to related party192
Accrued expenses and other current liabilities20,16821,533
Operating lease liability - current portion5,9527,484
6

Volta Inc. and Subsidiaries
Consolidated Balance Sheets

Deferred revenue8,4507,625
Term loans payable - current15,9989,988
Warrant liability
    27,071    
698
Total current liabilities
    96,100    
52,914
Term loans payable, net of unamortized debt issuance costs and current term loan payable23,99741,032
Operating lease liability - non-current portion64,42237,146
Other non-current liabilities7,2687,004
Total liabilities$    191,788$    138,096
Redeemable convertible Legacy Volta Preferred Stock, Volta Inc. Preferred Stock, $0.001 par value: 10,000,000 shares authorized; no shares outstanding as of December 31, 2021, $0.001 par value: 86,845,643 shares authorized; 76,493,917 shares issued and outstanding as of December 31, 2020 (aggregate liquidation preference of $0 and $214,719,011 as of December 31, 2021, and 2020, respectively).—182,599
STOCKHOLDERS' (DEFICIT) EQUITY
Class A and Class B common stock, par value $0.0001 and $0.001 as of December 31, 2021 and 2020, respectively; 400,000,000 (Class A 350,000,000, Class B 50,000,000) and 152,901,000 (Class A 48,540,000, Class B 104,361,000) shares authorized; 162,105,399 (Class A 152,218,214, Class B 9,887,185) and 24,696,437 (Class A 13,185,808, Class B 11,510,629) shares issued and outstanding as of December 31, 2021, and 2020, respectively161
Additional paid-in capital710,63813,233
Accumulated other comprehensive income213—
Accumulated deficit(428,731)(152,136)
7

Volta Inc. and Subsidiaries
Consolidated Balance Sheets

Total stockholders’ (deficit) equity282,136(138,902)
Total liabilities, redeemable convertible Preferred Stock, and stockholders’ (deficit) equity
$    473,923    
$    181,793

8

Volta Inc. and Subsidiaries
Unaudited (Three months), and Audited (Twelve months) Consolidated Statements of Operations and Comprehensive Loss


Three Months Ended December 31Twelve Months Ended December 31,
(in thousands, except share data)
2021202020212020
REVENUES
Service revenue$    10,766$    6,813$    29,881$    15,720
Product revenue5291,4291,1992,892
Other revenue8441331,231839
Total revenues12,1398,37532,31119,451
COSTS AND EXPENSES
Costs of services (exclusive of depreciation and amortization shown below)$    7,9415,83523,02917,386
Costs of products (exclusive of depreciation and amortization shown below)7971,2991,6782,687
Selling, general and administrative128,75517,589262,62844,080
Depreciation and amortization3,3421,21711,1536,469
Other operating (income) expense9594652,026103
Total costs and expenses141,79326,406300,51470,725
Loss from operations(129,654)(18,031)
    (268,203)
(51,274)
OTHER EXPENSES
Interest expense, net$    1,37212,5796,40218,274
Other expense, net245503712587
Change in fair value of warrant liability(10,197)4251,239411
Total other expenses(8,580)13,5078,35319,272
LOSS BEFORE INCOME TAXES(121,074)(31,537)
    (276,556)
(70,546)
9

Volta Inc. and Subsidiaries
Unaudited (Three months), and Audited (Twelve months) Consolidated Statements of Operations and Comprehensive Loss

Income tax expense (benefit)15(14)399
NET LOSS$    (121,089)$    (31,523)
$    (276,595)
$    (70,555)
OTHER COMPREHENSIVE INCOME213—
    213    
—
TOTAL COMPREHENSIVE LOSS$ (120,876)$ (31,523)
$ (276,382)
$ (70,555)
Weighted-average Class A common stock outstanding, basic and diluted (Note 13 - Net Loss Per Share)150,8231,745,33259,034,3931,616,740
Net loss per Class A common stock, basic and diluted (Note 13 - Net Loss Per Share)$    (0.77)$    (3.33)$    (4.10)$    (7.55)
Weighted-average Class B common stock outstanding, basic and diluted (Note 13 - Net Loss Per Share)$    9,6047,733,8858,393,7977,733,885
Net loss per Class B common stock, basic and diluted (Note 13 - Net Loss Per Share)
 $ (0.77)
$    (3.33)$    (4.10)$    (7.55)


10

Volta Inc. and Subsidiaries
Consolidated Statements of Cash Flows


Year ended December 31,
20212020
(in thousands)
Cash flows from operating activities
Net loss$    (276,595)$    (70,555)
Adjustments to reconcile net loss to net cash used in operating activities:
Reduction in the carrying amount of ROU assets4,7182,572
Depreciation and amortization11,1536,469
Stock-based compensation173,9891,903
Compensation expense related to secondary sale—3,736
Amortization of debt issuance costs337306
Non-cash interest expense—13,097
Accretion expense19587
Revaluation of warrant liability to estimated fair value
    1,239    
698
Expenses related to invoices in dispute—624
Loss on disposal of property and equipment and inventory1,89616
Loss on disposal of research and development equipment—116
Other—281
Changes in operating assets and liabilities:
Accounts receivable(6,436)3,986
Inventory2,8441,859
11

Volta Inc. and Subsidiaries
Consolidated Statements of Cash Flows

Prepaid expenses and other current assets(11,154)169
Prepaid partnership costs(2,245)(4,752)
Operating lease right-of-use asset
    (30,112)
(20,502)
Other non-current assets6(7)
Accounts payable12,626(13,275)
Due to related party(91)44
Accrued expenses and other current liabilities(3,379)3,984
Accrued Interest(132)718
Deferred revenue825(629)
Lease incentive liability(44)(48)
Operating lease liability25,74416,081
Other noncurrent liabilities1,350(4,258)
Net cash used in operating activities$    (93,266)$    (57,280)
Cash flows from investing activities
Purchase of property and equipment
    (56,480)
(16,905)
Capitalization of internal-use software(626)(348)
Lease incentives received—605
Cash paid for acquisition of 2Predict(200)—
Net cash used in investing activities$    (57,306)$    (16,648)
Cash flows from financing activities
Due from employees for taxes paid on partial recourse notes(8,341)(1,019)
12

Volta Inc. and Subsidiaries
Consolidated Statements of Cash Flows

Proceeds from issuance of Series D Preferred Stock28,72169,194
Proceeds from issuance of Series D-1 convertible notes—20,550
Proceeds from issuance of Series D-1 convertible notes - related party—9,600
Proceeds from issuance of long-term debt24,694
Payments of long-term debt(8,167)—
Proceeds from PPP loan—3,193
Payment of PPP Loan(3,195)—
Proceeds from exercise of stock options1,497104
Payment of issuance costs related to Series D and D-1 Preferred Stock(1,290)(3,784)
Payment of debt issuance costs—(662)
Proceeds from financing activity—446
Payment of financing activity principal(620)(340)
Proceeds from reverse recapitalization and PIPE Financing350,146—
Proceeds from exercise of common stock warrants - related party2—
Proceeds from refunds of transaction costs related to Reserve Recapitalization4,108—
Payment of transaction costs related to Reverse Recapitalization(9,408)—
Net cash provided by financing activities$    353,813$    121,976
Effect of exchange rate changes on cash and cash equivalents
     213    
—
Net increase in cash and cash equivalents
                  203,454    
48,048
Cash and cash equivalents, beginning of period58,80610,758
13

Volta Inc. and Subsidiaries
Consolidated Statements of Cash Flows

Cash and cash equivalents, end of period
$262,260    
$    58,806
Supplemental disclosures of cash flow information
Cash paid for interest6,5344,275
Cash paid for taxes—9
Non-cash investing and financing activities
Purchases of property and equipment not yet settled3,6574,813
Conversion of redeemable convertible Preferred Stock into common stock in connection with the reverse recapitalization210,030—
Initial recognition of operating lease right-of-use asset30,61221,461
Initial recognition of operating lease liability29,03618,077
Class B common stock warrants issued in satisfaction of services rendered—749
Forfeiture of shares to settle promissory notes collateralized to common stock9,359—
Cashless exercise of Legacy Volta Preferred Stock Warrants1,944
Common stock issued for acquisition of 2Predict1,220—
Issuance of Series D-1 Preferred Stock in satisfaction of debt and other liabilities—42,021
Secondary sales of common stock pledged against partial recourse notes - related party—3,736





14

Volta Inc. and Subsidiaries
Non-GAAP Reconciliation

EBITDA and Adjusted EBITDA
The following table provides a reconciliation of EBITDA and Adjusted EBITDA to net loss, the most directly comparable U.S. GAAP measure reported in Volta’s consolidated financial statements for the following periods:



Three Months Ended
December 30,
Twelve Months Ended
 December 31,
2021202020212020
Net loss
$ (121,089)
$ (31,523)
$ (276,595)
$ (70,555)
Income tax expense15(14)399
Interest expense, Net1,37212,5796,40218,274
Depreciation and amortization3,3421,21711,1536,469
EBITDA(116,361)(17,741)(259,001)(45,803)
Stock-based compensation95,877

4,464

173,989


5,282
Warrant valuation(10,197)4251,239411
Adjusted EBITDA(30,680)(12,852)(83,773)(40,110)

15