Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2021 | May 07, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-39291 | |
Entity Registrant Name | EOS ENERGY ENTERPRISES, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 08-7654321 | |
Entity Address, Address Line One | 3920 Park Avenue | |
Entity Address, City or Town | Edison | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 08820 | |
City Area Code | 732 | |
Local Phone Number | 225-8400 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 51,801,267 | |
Entity Central Index Key | 0001805077 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 | |
Common stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Trading Symbol | EOSE | |
Security Exchange Name | NASDAQ | |
Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each exercisable for one share of common stock | |
Trading Symbol | EOSEW | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 100,717,000 | $ 121,853,000 |
Grants receivable | 131,000 | 131,000 |
Accounts receivable | 184,000 | 0 |
Inventory | 92,000 | 214,000 |
Vendor deposits | 4,144,000 | 2,390,000 |
Notes receivable | 33,000 | 0 |
Prepaid and other current assets | 2,090,000 | 2,779,000 |
Total current assets | 107,391,000 | 127,367,000 |
Property and equipment, net | 7,995,000 | 5,653,000 |
Intangible assets, net | 310,000 | 320,000 |
Investment in joint venture | 8,176,000 | 3,736,000 |
Security deposits | 805,000 | 825,000 |
Notes receivable, long term | 2,908,000 | 100,000 |
Other assets | 215,000 | 263,000 |
Total assets | 127,800,000 | 138,264,000 |
Current liabilities | ||
Accounts payable and accrued expenses | 8,939,000 | 8,471,000 |
Accounts payable and accrued expenses - related parties | 11,236,000 | 2,517,000 |
Provision for firm purchase commitments | 0 | 1,585,000 |
Capital lease, current portion | 11,000 | 11,000 |
Long-term debt, current portion | 1,176,000 | 924,000 |
Contract liabilities | 827,000 | 77,000 |
Total current liabilities | 22,189,000 | 13,585,000 |
Long term liabilities | ||
Deferred rent | 773,000 | 762,000 |
Capital lease | 1,000 | 4,000 |
Long-term debt | 105,000 | 427,000 |
Warrants liability | 2,925,000 | 2,701,000 |
Total long term liabilities | 3,804,000 | 3,894,000 |
Total liabilities | 25,993,000 | 17,479,000 |
SHAREHOLDERS' EQUITY | ||
Common Stock, $0.0001 par value, 200,000,000 shares authorized, 51,801,267 and 48,943,082 shares outstanding at March 31, 2021 and December 31, 2020, respectively | 5,000 | 5,000 |
Contingently Issuable Common Stock | 0 | 17,600,000 |
Preferred stock, $0.0001 par value, 1,000,000 shares authorized, no shares outstanding at March 31, 2021 and December 31, 2020 | 0 | 0 |
Additional paid in capital | 415,569,000 | 395,491,000 |
Accumulated deficit | (313,767,000) | (292,311,000) |
Total shareholders' equity | 101,807,000 | 120,785,000 |
Total liabilities and shareholders’ equity | $ 127,800,000 | $ 138,264,000 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 51,801,267 | 48,943,082 |
Common stock, shares outstanding (in shares) | 51,801,267 | 48,943,082 |
Preferred stock issued per unit (in usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Revenue | |||
Total revenue | $ 164 | $ 0 | |
Costs and expenses | |||
Cost of goods sold | 100 | 57 | |
Research and development expenses | 5,053 | 2,230 | |
General and administrative expenses | 16,654 | 2,359 | |
Grant expense, net | 8 | 346 | |
Total costs and expenses | 21,815 | 4,992 | |
Operating loss | (21,651) | (4,992) | |
Other income (expense) | |||
Interest expense, net | (21) | (95) | |
Interest expense related party | 0 | (3,715) | |
Change in fair value, embedded derivative | 0 | (515) | |
Change in fair value, warrants liability | (224) | 0 | |
Income (loss) from equity in unconsolidated joint venture | 440 | (31) | |
Net loss | $ (21,456) | $ (9,348) | |
Basic and diluted loss per share attributable to common shareholders | |||
Basic (in usd per share) | [1] | $ (0.42) | $ (2.38) |
Diluted (in usd per share) | [1] | $ (0.42) | $ (2.38) |
Weighted average shares of Common Stock | |||
Basic (in shares) | [2] | 51,126,863 | 3,930,336 |
Diluted (in shares) | [2] | 51,126,863 | 3,930,336 |
[1] | 1 See Note 1 for discussion of reverse capitalization given effect herein | ||
[2] | 2 See Note 1 for discussion of reverse capitalization given effect herein |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Common stock | Additional Paid in Capital | Contingently Issuable Common Stock | Accumulated Deficit | ||
Beginning balance (in shares) at Dec. 31, 2019 | [1] | 3,930,336 | |||||
Beginning balance at Dec. 31, 2019 | $ (183,722) | $ 0 | [1] | $ 20,346 | $ 0 | $ (204,068) | |
Increase (decrease) in stockholders' equity [Roll Forward] | |||||||
Stock-based compensation | 19 | 19 | |||||
Net loss | (9,348) | (9,348) | |||||
Ending balance (in shares) at Mar. 31, 2020 | [1] | 3,930,336 | |||||
Ending balance at Mar. 31, 2020 | (193,051) | $ 0 | [1] | 20,365 | 0 | (213,416) | |
Beginning balance (in shares) at Dec. 31, 2019 | [1] | 3,930,336 | |||||
Beginning balance at Dec. 31, 2019 | (183,722) | $ 0 | [1] | 20,346 | 0 | (204,068) | |
Increase (decrease) in stockholders' equity [Roll Forward] | |||||||
Net loss | (70,643) | (70,643) | |||||
Ending balance (in shares) at Dec. 31, 2020 | [1] | 48,943,082 | |||||
Ending balance at Dec. 31, 2020 | 120,785 | $ 5 | [1] | 395,491 | 17,600 | (292,311) | |
Increase (decrease) in stockholders' equity [Roll Forward] | |||||||
Stock-based compensation | 2,478 | 2,478 | |||||
Release of Block B Sponsor Earnout Shares from restriction (in shares) | [1],[2] | 859,000 | |||||
Issuance of Contingently Issuable Common Stock (in shares) | [1],[3] | 1,999,185 | |||||
Issuance of Contingently Issuable Common Stock | [3] | 0 | 17,600 | (17,600) | |||
Net loss | (21,456) | (21,456) | |||||
Ending balance (in shares) at Mar. 31, 2021 | [1] | 51,801,267 | |||||
Ending balance at Mar. 31, 2021 | $ 101,807 | $ 5 | [1] | $ 415,569 | $ 0 | $ (313,767) | |
[1] | 3 See Note 1 for discussion of reverse capitalization given effect herein | ||||||
[2] | 4 See Note 17 for discussion of Sponsor Earnout Shares | ||||||
[3] | 5 See Note 17 for discussion of Contingently Issuable Common Stock |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Cash flows from operating activities | ||||
Net loss | $ (21,456) | $ (9,348) | $ (70,643) | |
Adjustment to reconcile net loss to net cash used in operating activities | ||||
Stock-based compensation | 2,478 | 19 | ||
Depreciation and amortization | 485 | 365 | ||
Loss from disposal of property and equipment | 11 | 0 | ||
Provision for firm purchase commitments | (1,585) | 0 | ||
Loss (income) from equity in unconsolidated joint venture | (440) | 31 | ||
Accreted interest on convertible notes payable related party | 0 | 3,715 | ||
Change in fair value, embedded derivative | 0 | 515 | ||
Change in fair value, warrants liability | $ 2,142 | 224 | 0 | 2,142 |
Changes in operating assets and liabilities: | ||||
Receivable on sale of state tax attributes | 0 | 2,488 | ||
Prepaid and other assets | 718 | 302 | ||
Inventory | 122 | 0 | ||
Accounts receivable | (184) | (66) | ||
Vendor deposits | (466) | (239) | ||
Security deposits | 20 | 28 | ||
Accounts payable and accrued expenses | 843 | 1,254 | 1,319 | |
Accounts payable and accrued expenses-related parties | 8,719 | 705 | ||
Contract liabilities | 750 | (116) | ||
Deferred rent | 11 | 29 | ||
Other assets | 47 | (3) | ||
Net cash used in operating activities | (9,703) | (321) | (26,559) | |
Cash flows from investing activities | ||||
Investment in notes receivable | (2,870) | 0 | ||
Investment in joint venture | (4,000) | (221) | ||
Purchases of property and equipment | (4,490) | (1,358) | ||
Net cash used in investing activities | (11,360) | (1,579) | ||
Cash flows from financing activities | ||||
Capital lease payments | (3) | (8) | ||
Proceeds from issuance of convertible notes payable related party | 0 | 1,407 | ||
Repayment of other financing | (70) | 0 | ||
Issuance of contingently redeemable preferred units | 0 | 258 | ||
Net cash provided by (used in) financing activities | (73) | 1,657 | ||
Net decrease in cash and cash equivalents | (21,136) | (243) | ||
Cash and cash equivalents, beginning of year | 121,853 | 862 | 862 | |
Cash and cash equivalents, end of the period | $ 121,853 | 100,717 | 619 | $ 121,853 |
Non-cash investing and financing activities | ||||
Accrued and unpaid capital expenditures | 0 | 23 | ||
Supplemental disclosures | ||||
Cash paid for interest | $ 51 | $ 95 |
Nature of Operations and Summar
Nature of Operations and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Nature of Operations and Summary of Significant Accounting Policies | Nature of Operations and Summary of Significant Accounting Policies Nature of Operations Eos Energy Enterprises, Inc. (f/k/a B. Riley Principal Merger Corp. II) (the “Company” or "Eos") designs, develops, manufactures, and sells innovative energy storage solutions for the electric utilities, and commercial and industrial end users. Eos has developed and has received patents on an innovative battery design relying on a unique zinc oxidation/reduction cycle to generate output current and to recharge. The Battery Management System (“BMS”) software uses proprietary Eos-developed algorithms and includes ambient and battery temperature sensors, as well as voltage and current sensors for the strings and the system. Eos and its partners focus on a collaborative approach to jointly develop and sell safe, reliable, long-lasting low-cost turn-key alternating current (“AC”) integrated systems using Eos’s direct current (“DC”) Battery System. The Company is also an investor in an unconsolidated joint venture (“JV”) which has the exclusive rights to manufacture the DC Battery Systems integrated with the BMS for DC Battery Systems that are sold and delivered in North America, subject to meeting certain performance targets. The Company’s primary markets focus on integrating battery storage solutions with (1) solar systems that are connected to the utility power grid (2) solar systems that are not connected to the utility power grid (3) storage systems utilized to relieve congestion and (4) storage systems to assist commercial and industrial customers in reducing their peak energy usage or participating in the utilities ancillary and demand response markets. The location of the Company’s major markets are seen in North America, Europe, Africa, and Asia. Reverse Recapitalization The Company was incorporated as a Delaware corporation on June 3, 2019 as a publicly held special purpose acquisition company (“SPAC”) in order to acquire, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination one or more businesses. On November 16, 2020 (the" Merger Date"), the Company consummated a reverse recapitalization (the "Merger") pursuant to which B. Riley Principal Merger Corp. II ("BMRG") acquired Eos Energy Storage LLC pursuant to an agreement and plan for merger (the “Merger Agreement”) between the Company, BMRG Merger Sub, LLC, our wholly-owned subsidiary and a Delaware limited liability company (“Merger Sub I”), BMRG Merger Sub II, LLC, our wholly-owned subsidiary and a Delaware limited liability company (“Merger Sub II”), Eos Energy Storage LLC, a Delaware limited liability company (“EES”), New Eos Energy LLC, a wholly-owned subsidiary of EES and a Delaware limited liability company (“Newco”) and AltEnergy Storage VI, LLC, a Delaware limited liability company (“AltEnergy”). In connection with the Merger, (1) Merger Sub I merged with and into Newco (the “First Merger”), whereupon the separate existence of Merger Sub I ceased, and Newco continued as the surviving company (such company, in its capacity as the surviving company of the First Merger, is sometimes referred to as the “First Surviving Company”) and became our wholly owned subsidiary; and (2) immediately following the First Merger and as part of the same overall transaction as the First Merger, the First Surviving Company merged with and into Merger Sub II, whereupon the separate existence of the First Surviving Company ceased, and Merger Sub II continued as the surviving company and our wholly owned subsidiary. Upon the closing of the business combination (the “Closing”), the Company changed its name to “Eos Energy Enterprises, Inc.” Since BMRG was a non-operating public shell company, the current shareholders of EES have a relative majority of the voting power of the combined entity, the operations of EES prior to the acquisition comprises the only ongoing operations of the combined entity, and senior management of EES comprises the majority of the senior management of the combined entity, the Mergers have been accounted for as a capital transaction rather than a business combination. According to ASC 805 Business combination, the transaction was accounted for as a reverse recapitalization consisting of the issuance of Common Stock by Eos for the net monetary assets of BMRG accompanied by a recapitalization. Accordingly, the net monetary assets received by EES as a result of the Merger with B. Riley have been treated as a capital infusion on the closing date. No goodwill or other intangible assets were recorded during the Merger. The consolidated assets, liabilities and results of operations of the Company are the historical financial statements of EES and the BMRG assets, liabilities and results of operations are consolidated with the Company beginning on the acquisition date. In order to reflect the change in capitalization, the historical capitalization related to EES common units has been retroactively restated based on the exchange ratio as if shares of B. Riley Common Stock had been issued as of the later of (i) the issuance date of the shares, or (ii) the earliest period presented in the accompanying consolidated financial statements. Upon consummation of the Merger, the former EES convertible notes and redeemable preferred units were converted to common stock of the Company. Unless the context otherwise requires, the use of the terms “the Company”, “we,” “us,” and “our” in these notes to the unaudited condensed consolidated financial statements refers to Eos Energy Enterprises, Inc. and its consolidated subsidiaries. Basis of Presentation The unaudited condensed financial statements include the accounts of the Company and its 100% owned direct and indirect subsidiaries and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All intercompany transactions and balances have been eliminated in the preparation of the consolidated financial statements. These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP) have been condensed or omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K of the Company for the year ended December 31, 2020. These interim results are not necessarily indicative of results for the full year. Reclassification o f Prior Year Presentation |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Contract Balances The following table provides information about contract liabilities from contracts with customers: March 31, December 31, March 31, December 31, Contract Liabilities $ 827 $ 77 $ 184 $ 300 Contract liabilities primarily relate to advance consideration received from customers in advance of the Company satisfying performance obligations under contractual arrangements. Contract balances are reported in a net contract asset or liability position on a contract-by-contract basis at the end of each reporting period. Contract liabilities increased $750 during the three months ended March 31, 2021 and decreased by $116 during the three months ended March 31, 2020, respectively. The Company recognized $— of revenue during the three months ended March 31, 2021 and March 31, 2020 that was included in the contract liability balance at the beginning of the period. Transaction Price Allocated to Remaining Performance Obligations |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | InventoryAs of March 31, 2021 and December 31, 2020, we had inventories of $92 and $214, respectively. |
Property and Equipment, net
Property and Equipment, net | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net As of March 31, 2021 and December 31, 2020, property and equipment, net consisted of the following: 2021 2020 Useful lives Equipment $ 8,293 $ 7,055 5 — 10 years Capital Lease 201 201 5 years Furniture 276 211 5 — 10 years Leasehold Improvements 2,732 2,732 Lesser of useful life/remaining lease Tooling 2,033 523 2 — 3 years Total 13,535 10,722 Less: Accumulated Depreciation and Amortization (5,540) (5,069) $ 7,995 $ 5,653 |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets Intangible assets consist of various patents valued at $400, which represents the cost to acquire the patents. These patents are determined to have useful lives and are amortized into the results of operations over ten years. During the three months ended March 31, 2021 and 2020, the Company recorded amortization expenses of $10 for each period related to patents. Estimated future amortization expense of intangible assets as of March 31, 2021 are as follows: Remainder of 2021 $ 30 2022 40 2023 40 2024 40 2025 40 Thereafter 120 Total $ 310 |
Investment in Unconsolidated Jo
Investment in Unconsolidated Joint Venture | 3 Months Ended |
Mar. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Unconsolidated Joint Venture | Investment in unconsolidated joint ventureIn August 2019, the Company entered into an agreement with Holtec Power, Inc. (“Holtec”) to form the unconsolidated joint venture HI-POWER LLC (“Hi-Power” or “JV”). The JV was formed in order to manufacture the products for all of the Company’s projects in North America. Accordingly, the Company has purchased battery storage systems and spare parts from the JV. The facility is located in Turtle Creek, Pennsylvania. The Company’s financial commitment to the JV upon inception was $4,100 in the form of a combination of cash and special purpose manufacturing equipment. The Company’s ownership interest as of March 31, 2021 is 49%. The joint venture commenced manufacturing activities in the fourth quarter of 2020. For the three months ended March 31, 2021 and 2020, contributions made to the JV were $4,000 and $221, respectively. The investment income (loss) recognized from the unconsolidated joint venture under the equity method of accounting was $440 and $(31) for the three months ended March 31, 2021 and 2020, respectively. Our investment in the unconsolidated joint venture as of March 31, 2021 and December 31, 2020 was $8,176 and $3,736, respectively.On April 8, 2021, the Company entered into a unit purchase agreement (the “Purchase Agreement”) with Holtec. In accordance with the terms and conditions of the Purchase Agreement, on the closing date of April 9, 2021, the Company acquired from Holtec the entire 51% interest in Hi-Power that was not already owned by the Company. Following the consummation of the transactions set forth in the Purchase Agreement (the “Transactions”), Hi-Power became a wholly-owned subsidiary of the Company and the obligations of the parties under the Hi-Power joint venture terminated. The Purchase Agreement provided that the Company will pay an aggregate purchase price of $25 million dollars for the 51% interest in Hi-Power, with $5 million being paid on May 31, 2021, and the following four anniversaries thereof (subject to earlier required payment of the first installment in certain circumstances). In lieu of a cash payment at the closing of the Transactions, such purchase price obligations are evidenced by a secured promissory note with first priority position, issued by the Company to Holtec, and secured by the assets of the Company. The Purchase Agreement also requires that the Company pay to Holtec, on the closing of the Transactions, an amount in cash equal to approximately $10.2 million, which constitutes the return by the Company of certain contributions made by Holtec to Hi-Power. |
Notes receivable and Variable i
Notes receivable and Variable interest entities (“VIEs”) consideration | 3 Months Ended |
Mar. 31, 2021 | |
Receivables [Abstract] | |
Notes receivable and Variable interest entities (“VIEs”) consideration | Notes receivable and Variable interest entities (“VIEs”) consideration Notes receivable consist primarily of amounts due to us related to the financing we offered to customers. We report notes receivable at the principal balance outstanding less an allowance for losses. We monitor the financial condition of the notes receivable and record provisions for estimated losses when we believe it is probable that the holders of the notes receivable will be unable to make their required payments. We charge interest at a fixed rate and interest income is calculated by applying the effective rate to the outstanding principal balance. The Company had notes receivable of $2,941 and $100 outstanding as of March 31, 2021 and December 31, 2020, respectively, with no loss reserved for the uncollectible balances. The customers to whom we offer financing through notes receivables are VIEs. However, the Company is not a primary beneficiary, because we do not have power to direct the activities of the VIEs that most significantly impact the VIEs’ economic performance. The VIEs are not consolidated into the Company’s financial statements but rather disclosed in the notes to our financial statements under ASC 810-10-50-4. The maximum loss exposure is limited to the carrying value of notes receivable as of the balances sheet dates. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | . Commitments and Contingencies Lease Commitments On June 24, 2016, Eos entered into a long-term non-cancelable, operating lease for 45,000 sq. ft. of space for our current headquarters facility in Edison, New Jersey. On April 26, 2017, Eos entered into a lease for an additional 18,000 sq. ft. of adjoining space. These leases expire in September 2026 with renewal options up to 2036. Further, these leases require monthly rent payments along with executory costs, which include real estate taxes, repairs, maintenance, and insurance. In addition, the terms of the leases contain cost escalations of approximately 10% annually. The Company also has certain non-cancelable capital lease agreements for office equipment. Total rent expense was $228 for the three months ended March 31, 2021 and 2020, respectively, of which, $184 and $135 were recorded as Research and development expenses; and $44 and $93 as General and administrative expenses in the Statement of Operations, respectively. Future minimum lease commitments as of March 31, 2021 are as follows: Operating Capital Remainder of 2021 $ 518 $ 11 2022 755 1 2023 825 — 2024 895 — 2025 966 — Later years 679 — Total minimum lease payments $ 4,638 $ 12 Less amounts representing interest — Present value of minimum lease payments $ 12 Firm Purchase Commitments — Related Party In July 2020, the Company entered into an $8,000 non-cancellable purchase contract with our unconsolidated joint venture partner, Hi-Power LLC, to supply batteries for existing and future sales orders. As of March 31, 2021, the Company has made purchases totaling $7,705, resulting in a remaining purchase commitment of $295 as of March 31, 2021 under this contract. At the end of each reporting period, the Company evaluates its non-cancellable firm purchase commitments and records a loss, if any, using the same lower of cost or market approach. In assessing the potential loss provision, we use the stated contract price and expected production volume under the relevant sales contract. The Company records a purchase commitment loss if the market selling price of Gen 2.3 Battery Systems sold to customers is less than the cost to manufacture the product. |
Grant Expense, Net
Grant Expense, Net | 3 Months Ended |
Mar. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Grant Expense, Net | Grant Expense, NetEos was approved for two grants by the California Energy Commission (CEC) totaling approximately $7,000. In accordance with the grant agreements, Eos is responsible for conducting studies to demonstrate the benefits of certain energy-saving technologies to utility companies and consumers in the State of California, and is entitled to receive portions of the grants based upon expenses incurred. During the three months ended March 31, 2021 and 2020, Eos recorded grant expense, net of $8 and $346, respectively, which comprised of grant income of $329 and $— and grant costs of $337 and $345. For the three months ended of March 31, 2021 and 2020, Eos has received no payments from the CEC. As of March 31, 2021 and December 31, 2020, the Company had $808 and $1,136 of deferred grant income, which were recorded in accounts payable and accrued expense on the Balance Sheets, as well as a receivable in the amount of $131. The expenses incurred by Eos relate to the performance of studies in accordance with the respective grant agreements, and the grants received or receivable from the CEC are recorded as an offset to the related expenses for which the grant is intended to compensate the Company. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | For the three months ended March 31, 2021 , the reported income tax provision was nil and differs from the amount computed by applying the statutory US federal income tax rates of 21% to the income before income taxes due to pretax losses for which no tax benefit can be recognized, state and local taxes, and nondeductible expense for US income tax purposes. For the three months ended March 31, 2020, the reported income tax provision was nil and differs from the amount computed by applying the statutory US federal income tax rates of 21% to the income before income taxes due to pretax losses for which no tax benefit can be recognized, state and local taxes, and nondeductible expenses for US income tax purposes. The Company estimates and applies the annual effective tax rate to its ordinary earnings each interim period. Any significant unusual or infrequent items, if any, are not included in the estimation of the annual effective tax rate. Rather, these items and their related income tax expense (benefit) are separately stated in the interim period in which they occur. The quarterly estimate of the annual effective tax rate and related tax expense is subject to variation due to a multitude of factors. Factors may include but are not limited to the inability to accurately predict the Company’s pre-tax and taxable income and loss. At each balance sheet date, management assesses the likelihood that Eos will be able to realize its deferred tax assets. Management considered all available positive and negative evidence in assessing the need for a valuation allowance. The realization of deferred tax assets depends on the generation of sufficient taxable income of the appropriate character and in the appropriate taxing jurisdiction during the future periods in which the related temporary differences become deductible. Management has determined that it is unlikely that Eos will be able to utilize its deferred tax assets at March 31, 2021 and March 31, 2020 due to cumulative losses. Therefore, Eos has a valuation allowance against its net deferred tax assets. At March 31, 2021, Eos has unrecognized tax benefits associated with uncertain tax positions that, if recognized, would not affect the effective tax rate on income from continuing operations. Eos is not currently under examination by any taxing jurisdiction, and none of the uncertain tax positions is expected to reverse within the next 12 months. At March 31, 2020 Eos has not recorded any unrecognized tax benefits associated with uncertain tax positions. Eos files income tax returns in federal and various state jurisdictions. The open tax years for federal and state returns is generally 2016 and forward. In addition, net operating losses generated in closed years and utilized in open years are subject to adjustment by the tax authorities. Eos is not currently under examination by any taxing jurisdiction. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law in response to the Covid-19 pandemic. The CARES Act provided several forms of tax law changes, though Eos does not expect that any will have a material impact on the tax provision. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Convertible Notes Payable During the three months ended March 31, 2020, Eos issued convertible notes payable to certain members. Refer to Note 12 for further discussion. Management fee arrangement During the three months ended March 31, 2020, Eos incurred monthly management fees to an entity owned by a board member in relation to the use of a New York City office. Total costs incurred during the three months ended March 31, 2020 were $19, which are included in General and administrative expense in the Statements of Operations. Accounts Payable and Accrued Expenses As of December 31, 2020, accounts payable and accrued expense-related parties contained $138 consultant fee payable to an affiliate. Additionally, payments accrued to Holtec under the Joint Venture agreement were $10,234 and $2,382 as of March 31, 2021 and December 31, 2020, respectively. $7,852 and $778 were charged to general and administrative expense for the three months ended March 31, 2021 and March 31, 2020 for payments to Holtec, respectively. This position also includes a $1,002 payable balance to Hi-Power as of March 31, 2021. Vendor deposits As of March 31, 2021 and December 31, 2020, vendor deposits included a balance of $— and $278 for deposits made to Hi-Power, respectively. |
Convertible Notes Payable
Convertible Notes Payable | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | During the three months ended March 31, 2020, the Company had Convertible notes payable — related party (the “Convertible Notes”) outstanding which includes Convertible Notes issued from February 2019 to May 2019 (“Phase I Note”), 2019 Phase II notes Convertible Notes issued from June 2019 to December 31, 2019 (“2019 Phase II Notes”), and Convertible Notes issued in 2020 (“2020 Phase II Notes”). The 2020 Phase II notes with aggregate principal of $833 (the “Convertible Notes”) were issued during the three months ended March 31, 2020. The Convertible Notes are secured by all assets and intellectual property of the Company. AltEnergy Storage Bridge, LLC (“AltEnergy”) and its affiliates have combined beneficial ownership in the Company exceeding 10% and therefore constitute a related party of the Company, pursuant to ASC 850, Related Parties. As of March 31, 2020 , AltEnergy owned approximately 20% of the Company’s Common and Preferred Units. The remaining note holders do not meet the definition of a related party under ASC 850. However, the Convertible Notes were issued to each of the note holders under identical terms, and AltEnergy serves as the administrative agent of all note holders under the Convertible Note agreements. Therefore, the disclosures within Note 12 encompass all of the Convertible Notes. Concurrent to issuance of the 2019 and 2020 Phase II Notes, the Company entered into subscription agreements to sell Preferred Units to the Holders equal to the principal balance of the 2019 and 2020 Phase II Notes at a price of $0.50 per unit. The proceeds were allocated to the 2019 and 2020 Phase II Notes and Preferred Units based on their relative fair values at the date of issuance. During the three months ended March 31, 2020, the Company issued 2020 Phase II Notes, concurrently with Preferred Units to certain investors for aggregate cash proceeds of $1,666. The proceeds were allocated to the 2020 Phase II Notes and Preferred Units based on their relative fair values at the date of issuance. During the three months ended March 31, 2020, the Company recognized $259 attributable to the 2020 Phase II Preferred Units, which was recorded as a discount against the 2020 Phase II Notes. $475 of the of the 2020 Phase II Notes were issued to AltEnergy. Beneficial Conversion Features The conversion option on the Phase I Notes generated a beneficial conversion feature (BCF). A BCF arises when a debt or equity security is issued with an embedded conversion option that is in the money at inception because the conversion option has an effective strike price that is less than the fair value of the underlying equity security at the commitment date. The Company recognized this BCF by allocating the intrinsic value of the conversion option to additional paid-in capital, which resulted in a discount on the Phase I Notes. The Company amortized the discount into interest expense on the commitment date, as the conversion option is immediately exercisable. Embedded Derivatives Both the occurrence of a Qualified Financing and the exercise of the holders’ put options represent contingent events outside the Company’s control that can accelerate repayment of the Convertible Notes. Therefore, these features constitute embedded derivatives that require bifurcation pursuant to ASC 815-15, Embedded Derivatives . During the three months ended March 31, 2020, embedded derivative liabilities with initial fair value of $126 was recognized. These amounts were recorded as discounts on the Convertible Notes. During the three months ended March 31, 2020, a change in fair value of embedded derivative loss of $515 has been recognized. The Company accounted for the Convertible Notes as deeply discounted zero coupon debt instruments. The balances payable at maturity reflect liquidation multiples of 3.0, 6.0, and 6.0 times the stated face value of the Phase I Note and Phase II Notes, respectively. The following balances were recognized upon issuance of the Convertible Notes during the three months ended March 31, 2020: March 31, 2020 Phase I Phase II Total Convertible notes payable $ 40,587 $ 40,970 $ 81,557 Discount, original issuance (20,946) (27,313) (48,259) Premium (discount), embedded derivative 181 (1,271) (1,090) Discount, fair value of preferred units — (2,290) (2,290) Discount, beneficial conversion features (1,799) — (1,799) Convertible notes payable, net $ 18,023 $ 10,096 $ 28,119 During the three months ended March 31, 2020, the Company recognized aggregate interest expense of $3,715 related to the Convertible Notes. In connection with the business combination on November 16, 2020, the convertible notes were then exchanged for the common stock of the Company per the “Conversion upon Qualified Financing” term in the convertible note agreement. 10,886,300 shares of common stock were issued to the notes holders based on the liquidation amount of $108.9 million as of the Merger date and purchase price of $10 per shares agreed upon in the Merger agreement. The following is a summary of the Company’s long-term indebtedness: March 31, December 31, Paycheck Protection Program loan payable $ 1,257 $ 1,257 Other 24 94 Total 1,281 1,351 Less: Long-term debt, current portion (1,176) (924) Long-term debt $ 105 $ 427 Paycheck Protection Program On April 7, 2020, the Company received $1,257 related to its filing under the Paycheck Protection Program and Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The payment terms of the note are as follows: • No payments during the deferral period, which is defined as the ten-month period beginning eight weeks after the cash from the loan was received. • Commencing one month after the expiration of the deferral period, and continuing on the same day of each month thereafter until the maturity date, the Company shall pay to JPMorgan Chase Bank, N.A. (the “Lender”), monthly payments of principal and interest, each in such equal amount required to fully amortize the principal amount outstanding on the note on the last day of the deferral period by the maturity date (twenty-four months from the date of the note, or April 7, 2022). • On the maturity date, the Company shall pay the Lender any and all unpaid principal plus accrued and unpaid interest plus interest accrued during the deferral period. • The Company may prepay this note at any time without payment of any premium. |
Long-term Debt
Long-term Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-term Debt | During the three months ended March 31, 2020, the Company had Convertible notes payable — related party (the “Convertible Notes”) outstanding which includes Convertible Notes issued from February 2019 to May 2019 (“Phase I Note”), 2019 Phase II notes Convertible Notes issued from June 2019 to December 31, 2019 (“2019 Phase II Notes”), and Convertible Notes issued in 2020 (“2020 Phase II Notes”). The 2020 Phase II notes with aggregate principal of $833 (the “Convertible Notes”) were issued during the three months ended March 31, 2020. The Convertible Notes are secured by all assets and intellectual property of the Company. AltEnergy Storage Bridge, LLC (“AltEnergy”) and its affiliates have combined beneficial ownership in the Company exceeding 10% and therefore constitute a related party of the Company, pursuant to ASC 850, Related Parties. As of March 31, 2020 , AltEnergy owned approximately 20% of the Company’s Common and Preferred Units. The remaining note holders do not meet the definition of a related party under ASC 850. However, the Convertible Notes were issued to each of the note holders under identical terms, and AltEnergy serves as the administrative agent of all note holders under the Convertible Note agreements. Therefore, the disclosures within Note 12 encompass all of the Convertible Notes. Concurrent to issuance of the 2019 and 2020 Phase II Notes, the Company entered into subscription agreements to sell Preferred Units to the Holders equal to the principal balance of the 2019 and 2020 Phase II Notes at a price of $0.50 per unit. The proceeds were allocated to the 2019 and 2020 Phase II Notes and Preferred Units based on their relative fair values at the date of issuance. During the three months ended March 31, 2020, the Company issued 2020 Phase II Notes, concurrently with Preferred Units to certain investors for aggregate cash proceeds of $1,666. The proceeds were allocated to the 2020 Phase II Notes and Preferred Units based on their relative fair values at the date of issuance. During the three months ended March 31, 2020, the Company recognized $259 attributable to the 2020 Phase II Preferred Units, which was recorded as a discount against the 2020 Phase II Notes. $475 of the of the 2020 Phase II Notes were issued to AltEnergy. Beneficial Conversion Features The conversion option on the Phase I Notes generated a beneficial conversion feature (BCF). A BCF arises when a debt or equity security is issued with an embedded conversion option that is in the money at inception because the conversion option has an effective strike price that is less than the fair value of the underlying equity security at the commitment date. The Company recognized this BCF by allocating the intrinsic value of the conversion option to additional paid-in capital, which resulted in a discount on the Phase I Notes. The Company amortized the discount into interest expense on the commitment date, as the conversion option is immediately exercisable. Embedded Derivatives Both the occurrence of a Qualified Financing and the exercise of the holders’ put options represent contingent events outside the Company’s control that can accelerate repayment of the Convertible Notes. Therefore, these features constitute embedded derivatives that require bifurcation pursuant to ASC 815-15, Embedded Derivatives . During the three months ended March 31, 2020, embedded derivative liabilities with initial fair value of $126 was recognized. These amounts were recorded as discounts on the Convertible Notes. During the three months ended March 31, 2020, a change in fair value of embedded derivative loss of $515 has been recognized. The Company accounted for the Convertible Notes as deeply discounted zero coupon debt instruments. The balances payable at maturity reflect liquidation multiples of 3.0, 6.0, and 6.0 times the stated face value of the Phase I Note and Phase II Notes, respectively. The following balances were recognized upon issuance of the Convertible Notes during the three months ended March 31, 2020: March 31, 2020 Phase I Phase II Total Convertible notes payable $ 40,587 $ 40,970 $ 81,557 Discount, original issuance (20,946) (27,313) (48,259) Premium (discount), embedded derivative 181 (1,271) (1,090) Discount, fair value of preferred units — (2,290) (2,290) Discount, beneficial conversion features (1,799) — (1,799) Convertible notes payable, net $ 18,023 $ 10,096 $ 28,119 During the three months ended March 31, 2020, the Company recognized aggregate interest expense of $3,715 related to the Convertible Notes. In connection with the business combination on November 16, 2020, the convertible notes were then exchanged for the common stock of the Company per the “Conversion upon Qualified Financing” term in the convertible note agreement. 10,886,300 shares of common stock were issued to the notes holders based on the liquidation amount of $108.9 million as of the Merger date and purchase price of $10 per shares agreed upon in the Merger agreement. The following is a summary of the Company’s long-term indebtedness: March 31, December 31, Paycheck Protection Program loan payable $ 1,257 $ 1,257 Other 24 94 Total 1,281 1,351 Less: Long-term debt, current portion (1,176) (924) Long-term debt $ 105 $ 427 Paycheck Protection Program On April 7, 2020, the Company received $1,257 related to its filing under the Paycheck Protection Program and Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The payment terms of the note are as follows: • No payments during the deferral period, which is defined as the ten-month period beginning eight weeks after the cash from the loan was received. • Commencing one month after the expiration of the deferral period, and continuing on the same day of each month thereafter until the maturity date, the Company shall pay to JPMorgan Chase Bank, N.A. (the “Lender”), monthly payments of principal and interest, each in such equal amount required to fully amortize the principal amount outstanding on the note on the last day of the deferral period by the maturity date (twenty-four months from the date of the note, or April 7, 2022). • On the maturity date, the Company shall pay the Lender any and all unpaid principal plus accrued and unpaid interest plus interest accrued during the deferral period. • The Company may prepay this note at any time without payment of any premium. |
Contingently Redeemable Preferr
Contingently Redeemable Preferred Units | 3 Months Ended |
Mar. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Contingently Redeemable Preferred Units | During the three months ended March 31, 2020, the Company had outstanding Series C, Series D, and 2019-2020 Bridge Preferred Units, which were issued at $1.10, $1.75, and $0.50 per unit, respectively. The activity attributable to the Preferred Units was as follows: Preferred Units Units Amount Balance, December 31, 2019 80,707 $ 109,365 Contributions allocated to preferred units 1,666 259 Balance, March 31, 2020 82,373 $ 109,624 In connection with the Merger on November 16, 2020, the Preferred Units were converted to 255,523,120 EES common units. 14,727,844 shares of the Company's common stock were issued to the EES Preferred Units holders. |
Warrants liability
Warrants liability | 3 Months Ended |
Mar. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Warrants liability | The Company’s outstanding warrants (the "Warrants") were issued by BMRG in connection with its initial public offering on May 22, 2020. Upon consummation of the Merger on November 16, 2020, the Public Warrants and Private Placement Warrants will become exercisable on May 22, 2021 for shares of the Company’s common stock with the same terms and exercise provisions prior to the Merger. The Private Placement Warrants meet the definition of a derivative. On the basis of the SEC Division of Corporation Finance’s April 12, 2021 Public Statement-Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACS”), the Private Placement Warrants do not meet the scope exception as prescribed by ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity. Accordingly, the Company recognized the Private Placement Warrants as of the Merger Date on November 16, 2020 at fair value and classified them as a liability in the Company’s consolidated balance sheet. Thereafter, changes in fair value are recognized in earnings as a derivative gain (loss) in the Company’s consolidated Statement of Operations. The Private Placement Warrants are classified as Level 2 financial instruments in the fair value hierarchy. They are valued on the basis of the quoted price of the Public Warrants, adjusted for insignificant difference between the Public Warrants and Private Placement Warrants. 325,000 Private Placement Warrants were outstanding with a fair value of $2,925 and $2,701 as of March 31, 2021 and December 31, 2020, respectively. The change in fair value for the three months ended March 31, 2021 amounted to $224 and has been recognized as a derivative loss in the Company’s consolidated Statement of Operations for the three months ended March 31, 2021. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Since 2012, Eos has issued stock options to employees and certain service providers under the 2012 Eos Equity Incentive Plan (“2012 Plan”). In addition to stock options, the 2012 Plan provides for the issuance of other forms of stock-based compensation, including profit interests, unit appreciation rights and restricted units. Subsequent to the closing of the Merger, the Company approved the 2020 Equity Incentive Plan (the “2020 Incentive Plan”) and reserved 6,000,000 shares of common stock for issuance thereunder. In 2021, the Company reserved additional 498,021 shares for the 2020 Incentive Plan. The 2020 Incentive Plan became effective immediately upon the Closing of the Merger and all equity granted under the 2012 Plan were converted into equivalent equity under the 2020 Incentive Plan. As of March 31, 2021 and December 31, 2020, the Company has stock options and restricted units issued under the 2020 Incentive Plan . The following table summarizes stock option activity during the three months ended March 31, 2021: Units Weighted-Average Weighted-Average Options Outstanding at December 31, 2020 2,143,636 $ 9.19 9.5 Granted 44,798 $ 17.46 Cancelled/Forfeited (5,713) $ 11.46 Options Outstanding at March 31, 2021 2,182,721 $ 9.35 9.3 Options Exercisable at March 31, 2021 719,773 $ 9.08 9.3 A summary of Restricted Units (RU) activity during the three months ended March 31, 2021 under our 2020 Incentive Plan is as follows: Units Weighted-Average RU Outstanding at January 1, 2021 42,318 $ 13.46 Granted 1,111,500 $ 20.02 RU Outstanding at March 31, 2021 1,153,818 $ 19.78 As of March 31, 2021 and December 31, 2020, 3,442,206 and 4,094,770 shares remain for future issuance, respectively. Options vest generally over three five The Company recorded stock compensation expense of $2,478 for the three months ended March 31, 2021 which includes $954 from RUs and $1,524 from stock options, respectively. $19 of stock compensation was recorded for stock option for the three months ended March 31, 2020. The stock compensation has been recorded in cost of sales, research & development expense and general and administrative expenses in the Statements of Operations. Unrecognized stock compensation expenses amount to $28,049 and include $21,774 attributable to RUs and $6,275 attributable to stock option. The weighted average vesting period for the stock options and RUs was 2.4 years and 2.7 years as of March 31, 2021, respectively. The weighted average assumptions used to determine the fair value of options granted in the three months ended March 31, 2021 and 2020 are as follows: 2021 2020 Volatility 57.43 % 50.00 % Risk free interest rate 1.11 % 0.49 % Expected life (years) 6.25 6.25 Dividend yield 0 % 0 % The weighted average grant date fair value of all options granted was $9.49 and $2.08 per option for the three months ended March 31, 2021 and 2020. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity Preferred Shares The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s Board of Directors. At March 31, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding. Common Stock The Company is authorized to issue 200,000,000 shares of common stock with $0.0001 par value. Holders of the Company’s common stock are entitled to one vote for each share. At March 31, 2021 and December 31, 2020, there were 51,801,267 and 48,943,082 common stocks issued and outstanding. Contingently Issuable Common Stock Following the closing of the Merger, and as additional consideration for the transaction, the Company was obligated to issue within five years from the closing date to each unitholder of EES its pro-rata proportion of a one-time issuance of an aggregate of 2,000,000 Shares (the “Earnout Shares” or "Contingently Issuable Common Stock"), within 5 business days after (i) the closing share price of the Company's shares traded equaling or exceeding $16.00 per share for any 20 trading days within any consecutive 30-trading day period during the Earnout Period or (ii) a Change of Control (or a definitive agreement providing for a Change of Control having been entered into) during the Earnout Period (each of clauses (i) and (ii), a “Triggering Event”). On January 22, 2021, the Triggering Event for the issuance of the Earnout Shares occurred as the Company's stock price exceeded $16.00 per share for 20 trading days within a consecutive 30-trading day period during the Earnout Period. Accordingly, 1,999,185 Shares were issued to the unitholders of EES. Sponsor Earnout shares Pursuant to the Sponsor Earnout letter signed in connection with the Merger, 1,718,000 shares of common stock issued and outstanding held by BMRG ("Sponsor Earnout Shares") were subject to certain transfer and other restrictions, under which (a) 859,000 Sponsor Earnout Shares ("Block A Sponsor Earnout Shares") are restricted from being transferred unless and until either, for a period of five years after the Closing, (i) the share price of our common stock equals or exceeds $12.00 per share for any 20 trading days within any consecutive 30-trading day period or (ii) a change of control occurs for a share price equaling or exceeding $12.00 per share, and (b) the remaining 859,000 Sponsor Earnout Shares ("Block B Sponsor Earnout Shares") are subject to similar restrictions except that the threshold is increased from $12.00 to $16.00. If after the five five On January 22, 2021, as the Company's stock price exceeded $16.00 per share for 20 trading days within a consecutive 30-trading day period, Block B Sponsor Earnout Shares was released from restriction. Warrants The Company sold warrants to purchase 9,075,000 shares of the Company's common stock in the public offering and the private placement on May 22, 2020. One warrant entitles the holder to purchase one whole share of common stock at a price of $11.50 per share. At March 31, 2021 and December 31, 2020, there were 8,750,000 Public Warrants outstanding recorded as equity, which will become exercisable on May 22, 2021. |
Revision of Previously Reported
Revision of Previously Reported Consolidated Financial Statements as of and for the year ended December 31, 2020 | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Revision of Previously Reported Consolidated Financial Statements as of and for the year ended December 31, 2020 | Revision of Previously Reported Consolidated Financial Statements as of and for the year ended December 31, 2020 On April 12, 2021, the SEC Division of Corporation of Finance released Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “Statement”). Upon review and analysis of the Statement, management determined that the Company’s Private Placement Warrants issued in connection with BMRG's IPO on May 22, 2020 (see Notes 1 and Note 15) do not meet the scope exception from derivative accounting prescribed by ASC 815-40. Accordingly, the Private Placement Warrants should have been recognized by the Company at fair value as of the November 16, 2020 Merger Date and classified as a liability, rather than equity in the Company’s previously reported consolidated balance sheet as of December 31, 2020. Thereafter, the change in fair value of the outstanding Warrants should have been recognized as a derivative gain (loss) each reporting period in the Company’s consolidated Statement of Operations. The fair value of the Private Placement Warrants as of the Merger Date on November 16, 2020 and December 31, 2020 amounted to $559 and $2,701, respectively. The change in fair value from the Merger Date on November 16, 2020 through December 31, 2020 amounted to $2,142 and has been recognized as a derivative loss in the Company’s consolidated Statement of Operations for the year ended December 31, 2020. Management concluded the effect of this error is not quantitatively or qualitatively material on the Company’s previously reported consolidated financial statements as of and for the year ended December 31, 2020. However, the Company has elected to correct the impact of this immaterial error in the accompanying Condensed Consolidated Balance Sheet as of December 31, 2020 and Condensed Consolidated Statement of Shareholders’ Equity for the three months ended March 31, 2021 by increasing previously reported Accumulated Deficit and decreasing Additional Paid-In Capital by $2,142 and $559, respectively and increasing Warrants liability by $2,701 as of December 31, 2020. In addition to the correction noted above, the Company identified and has elected to correct certain other errors that originated in 2020 which management has concluded are not quantitatively or qualitatively material to the Company’s previously reported consolidated financial statements as of and for the year ended December 31, 2020. The nature of these other errors pertains to immaterial reconciling adjustments in certain of the Company’s accounts payable and financing account balances as of December 31, 2020. Accordingly, the accompanying Condensed Consolidated Balance Sheet as of December 31, 2020 and Condensed Consolidated Statement of Shareholders’ Equity for the three months ended March 31, 2021 have been revised to give effect to the correction of these other errors by decreasing previously reported Accounts payable and accrued expenses by $390, reclassifying $147 from Long Term Debt, Current Portion, to Long Term Debt, decreasing Contingently Issuable Common Stock by $344, increasing Additional Paid-In Capital by $137, and decreasing Accumulated Deficit by $597 as of December 31, 2020. The following tables reflect the impact of the correction of all of the above errors on the Company’s previously reported consolidated financial statements as of and for the year ended December 31, 2020 (in thousands, except per share amounts): As of December 31, 2020 As Originally Reported Warrants adjustments Other Immaterial adjustments As Revised Consolidated Balance Sheet Current liabilities Accounts payable and accrued expenses 8,861 — (390) 8,471 Long term debt, current portion 1,071 — (147) 924 Total current liabilities 14,122 — (537) 13,585 Long term liabilities Long term debt 280 — 147 427 Warrants liability — 2,701 — 2,701 Total long term liabilities 1,046 2,701 147 3,894 Total liabilities 15,168 2,701 (390) 17,479 Shareholders' equity Contingently Issuable Common Stock 17,944 — (344) 17,600 Additional paid in capital 395,913 (559) 137 395,491 Accumulated deficit (290,766) (2,142) 597 (292,311) Total shareholders' equity 123,096 (2,701) 390 120,785 Total liabilities, contingently redeemable preferred units, and shareholders’ equity 138,264 — — 138,264 For the three months ended March 31, 2021 As Originally Reported Warrants adjustments Other Immaterial adjustments As Revised Condensed Consolidated Statements of Shareholders' Equity (Deficit) Balance, December 31, 2020 Additional Paid in Capital 395,913 (559) 137 395,491 Contingently Issuable Common Stock 17,944 — (344) 17,600 Accumulated Deficit (290,766) (2,142) 597 (292,311) Total 123,096 (2,701) 390 120,785 For the year ended December 31, 2020 As Originally Reported Warrants adjustments Other Immaterial adjustments As Revised Consolidated Statement of Operations Costs and expenses Research and development expenses 13,983 — (390) $ 13,593 Total costs and expenses 39,288 — (390) $ 38,898 Operating loss (39,069) — 390 $ (38,679) Other income (expense) Change in fair value, Sponsor Earnout Shares (8,083) — (137) $ (8,220) Change in fair value, warrants liability — (2,142) — $ (2,142) Net loss (68,754) (2,142) 253 $ (70,643) Basic and diluted loss per share attributable to common shareholders Basic $ (7.31) $ (0.23) $ 0.03 $ (7.51) Diluted $ (7.31) $ (0.23) $ 0.03 $ (7.51) For the year ended December 31, 2020 As Originally Reported Warrants adjustments Other Immaterial adjustments As Revised Consolidated Statements of Shareholders' Equity (Deficit) Additional Paid in Capital Net equity infusion from the Merger 126,024 (559) 215 125,680 Reclassification of Block B Sponsor earnout shares 11,760 — (78) 11,682 Balance, December 31, 2020 395,913 (559) 137 395,491 Contingently Issuable Common Stock Contingently Issuable Common Stock 17,944 — (344) 17,600 Balance, December 31, 2020 17,944 — (344) 17,600 Accumulated Deficit Contingently Issuable Common Stock (17,944) — 344 (17,600) Net loss (68,754) (2,142) 253 (70,643) Balance, December 31, 2020 (290,766) (2,142) 597 (292,311) Total Shareholders' Equity (Deficit) Net equity infusion from the Merger 126,026 (559) 215 125,682 Reclassification of Block B Sponsor earnout shares 11,760 — (78) 11,682 Net loss (68,754) (2,142) 253 (70,643) Balance, December 31, 2020 123,096 (2,701) 390 120,785 For the year ended December 31, 2020 As Originally Reported Warrants adjustments Other Immaterial adjustments As Revised Consolidated Statements of Cash Flows Cash flows from operating activities Net loss (68,754) (2,142) 253 (70,643) Adjustment to reconcile net loss to net cash used in operating activities Change in fair value, Sponsor Earnout Shares 8,083 — 137 8,220 Change in fair value, warrants liability — 2,142 — 2,142 Changes in operating assets and liabilities: Accounts payable and accrued expenses 1,709 — (390) 1,319 Net cash used in operating activities (26,559) — — (26,559) |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn April 8, 2021, EES entered into a unit purchase agreement to acquire 51% interest in Hi-Power from Holtec. The transaction was closed on April 9, 2021. Refer to Note 6 for further discussion. |
Nature of Operations and Summ_2
Nature of Operations and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Reverse Recapitalization | Reverse Recapitalization The Company was incorporated as a Delaware corporation on June 3, 2019 as a publicly held special purpose acquisition company (“SPAC”) in order to acquire, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination one or more businesses. On November 16, 2020 (the" Merger Date"), the Company consummated a reverse recapitalization (the "Merger") pursuant to which B. Riley Principal Merger Corp. II ("BMRG") acquired Eos Energy Storage LLC pursuant to an agreement and plan for merger (the “Merger Agreement”) between the Company, BMRG Merger Sub, LLC, our wholly-owned subsidiary and a Delaware limited liability company (“Merger Sub I”), BMRG Merger Sub II, LLC, our wholly-owned subsidiary and a Delaware limited liability company (“Merger Sub II”), Eos Energy Storage LLC, a Delaware limited liability company (“EES”), New Eos Energy LLC, a wholly-owned subsidiary of EES and a Delaware limited liability company (“Newco”) and AltEnergy Storage VI, LLC, a Delaware limited liability company (“AltEnergy”). In connection with the Merger, (1) Merger Sub I merged with and into Newco (the “First Merger”), whereupon the separate existence of Merger Sub I ceased, and Newco continued as the surviving company (such company, in its capacity as the surviving company of the First Merger, is sometimes referred to as the “First Surviving Company”) and became our wholly owned subsidiary; and (2) immediately following the First Merger and as part of the same overall transaction as the First Merger, the First Surviving Company merged with and into Merger Sub II, whereupon the separate existence of the First Surviving Company ceased, and Merger Sub II continued as the surviving company and our wholly owned subsidiary. Upon the closing of the business combination (the “Closing”), the Company changed its name to “Eos Energy Enterprises, Inc.” Since BMRG was a non-operating public shell company, the current shareholders of EES have a relative majority of the voting power of the combined entity, the operations of EES prior to the acquisition comprises the only ongoing operations of the combined entity, and senior management of EES comprises the majority of the senior management of the combined entity, the Mergers have been accounted for as a capital transaction rather than a business combination. According to ASC 805 Business combination, the transaction was accounted for as a reverse recapitalization consisting of the issuance of Common Stock by Eos for the net monetary assets of BMRG accompanied by a recapitalization. Accordingly, the net monetary assets received by EES as a result of the Merger with B. Riley have been treated as a capital infusion on the closing date. No goodwill or other intangible assets were recorded during the Merger. The consolidated assets, liabilities and results of operations of the Company are the historical financial statements of EES and the BMRG assets, liabilities and results of operations are consolidated with the Company beginning on the acquisition date. In order to reflect the change in capitalization, the historical capitalization related to EES common units has been retroactively restated based on the exchange ratio as if shares of B. Riley Common Stock had been issued as of the later of (i) the issuance date of the shares, or (ii) the earliest period presented in the accompanying consolidated financial statements. |
Basis of Presentation | Basis of Presentation The unaudited condensed financial statements include the accounts of the Company and its 100% owned direct and indirect subsidiaries and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All intercompany transactions and balances have been eliminated in the preparation of the consolidated financial statements. These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP) have been condensed or omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K of the Company for the year ended December 31, 2020. These interim results are not necessarily indicative of results for the full year. |
Reclassification of Prior Year Presentation | Reclassification o f Prior Year Presentation |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2019, the FASB issued Accounting Standards Update No. 2019-12 – Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes, as part of its initiative to reduce complexity in the accounting standards. The amendments in ASU 2019-12 eliminate certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 also clarifies and simplifies other aspects of the accounting for income taxes. The Company has adopted this ASU in Q1 2021. The adoption did not have an impact on the Company's consolidated financial statements. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Information about Contract Liabilities from Contracts with Customers | The following table provides information about contract liabilities from contracts with customers: March 31, December 31, March 31, December 31, Contract Liabilities $ 827 $ 77 $ 184 $ 300 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Components of Property and Equipment | As of March 31, 2021 and December 31, 2020, property and equipment, net consisted of the following: 2021 2020 Useful lives Equipment $ 8,293 $ 7,055 5 — 10 years Capital Lease 201 201 5 years Furniture 276 211 5 — 10 years Leasehold Improvements 2,732 2,732 Lesser of useful life/remaining lease Tooling 2,033 523 2 — 3 years Total 13,535 10,722 Less: Accumulated Depreciation and Amortization (5,540) (5,069) $ 7,995 $ 5,653 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Estimated Future Amortization Expense of Intangible Assets | Estimated future amortization expense of intangible assets as of March 31, 2021 are as follows: Remainder of 2021 $ 30 2022 40 2023 40 2024 40 2025 40 Thereafter 120 Total $ 310 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Lease Commitments for Operating Leases | Future minimum lease commitments as of March 31, 2021 are as follows: Operating Capital Remainder of 2021 $ 518 $ 11 2022 755 1 2023 825 — 2024 895 — 2025 966 — Later years 679 — Total minimum lease payments $ 4,638 $ 12 Less amounts representing interest — Present value of minimum lease payments $ 12 |
Future Minimum Lease Commitments for Capital Leases | Future minimum lease commitments as of March 31, 2021 are as follows: Operating Capital Remainder of 2021 $ 518 $ 11 2022 755 1 2023 825 — 2024 895 — 2025 966 — Later years 679 — Total minimum lease payments $ 4,638 $ 12 Less amounts representing interest — Present value of minimum lease payments $ 12 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Balances Recognized upon Issuance of Convertible Notes | The following balances were recognized upon issuance of the Convertible Notes during the three months ended March 31, 2020: March 31, 2020 Phase I Phase II Total Convertible notes payable $ 40,587 $ 40,970 $ 81,557 Discount, original issuance (20,946) (27,313) (48,259) Premium (discount), embedded derivative 181 (1,271) (1,090) Discount, fair value of preferred units — (2,290) (2,290) Discount, beneficial conversion features (1,799) — (1,799) Convertible notes payable, net $ 18,023 $ 10,096 $ 28,119 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Long-term Indebtedness | The following is a summary of the Company’s long-term indebtedness: March 31, December 31, Paycheck Protection Program loan payable $ 1,257 $ 1,257 Other 24 94 Total 1,281 1,351 Less: Long-term debt, current portion (1,176) (924) Long-term debt $ 105 $ 427 |
Contingently Redeemable Prefe_2
Contingently Redeemable Preferred Units (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Activities Attributable to Preferred Units | The activity attributable to the Preferred Units was as follows: Preferred Units Units Amount Balance, December 31, 2019 80,707 $ 109,365 Contributions allocated to preferred units 1,666 259 Balance, March 31, 2020 82,373 $ 109,624 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Outstanding Stock Option Activity | The following table summarizes stock option activity during the three months ended March 31, 2021: Units Weighted-Average Weighted-Average Options Outstanding at December 31, 2020 2,143,636 $ 9.19 9.5 Granted 44,798 $ 17.46 Cancelled/Forfeited (5,713) $ 11.46 Options Outstanding at March 31, 2021 2,182,721 $ 9.35 9.3 Options Exercisable at March 31, 2021 719,773 $ 9.08 9.3 |
Share-based Payment Arrangement, Restricted Stock Unit, Activity | A summary of Restricted Units (RU) activity during the three months ended March 31, 2021 under our 2020 Incentive Plan is as follows: Units Weighted-Average RU Outstanding at January 1, 2021 42,318 $ 13.46 Granted 1,111,500 $ 20.02 RU Outstanding at March 31, 2021 1,153,818 $ 19.78 |
Weighted-Average Assumptions Used to Determine the Fair Value of Options Granted | The weighted average assumptions used to determine the fair value of options granted in the three months ended March 31, 2021 and 2020 are as follows: 2021 2020 Volatility 57.43 % 50.00 % Risk free interest rate 1.11 % 0.49 % Expected life (years) 6.25 6.25 Dividend yield 0 % 0 % |
Revision of Previously Report_2
Revision of Previously Reported Consolidated Financial Statements as of and for the year ended December 31, 2020 (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Impact of Restatement Adjustments and Revision to Previously Reported Consolidated Financial Statements | The following tables reflect the impact of the correction of all of the above errors on the Company’s previously reported consolidated financial statements as of and for the year ended December 31, 2020 (in thousands, except per share amounts): As of December 31, 2020 As Originally Reported Warrants adjustments Other Immaterial adjustments As Revised Consolidated Balance Sheet Current liabilities Accounts payable and accrued expenses 8,861 — (390) 8,471 Long term debt, current portion 1,071 — (147) 924 Total current liabilities 14,122 — (537) 13,585 Long term liabilities Long term debt 280 — 147 427 Warrants liability — 2,701 — 2,701 Total long term liabilities 1,046 2,701 147 3,894 Total liabilities 15,168 2,701 (390) 17,479 Shareholders' equity Contingently Issuable Common Stock 17,944 — (344) 17,600 Additional paid in capital 395,913 (559) 137 395,491 Accumulated deficit (290,766) (2,142) 597 (292,311) Total shareholders' equity 123,096 (2,701) 390 120,785 Total liabilities, contingently redeemable preferred units, and shareholders’ equity 138,264 — — 138,264 For the three months ended March 31, 2021 As Originally Reported Warrants adjustments Other Immaterial adjustments As Revised Condensed Consolidated Statements of Shareholders' Equity (Deficit) Balance, December 31, 2020 Additional Paid in Capital 395,913 (559) 137 395,491 Contingently Issuable Common Stock 17,944 — (344) 17,600 Accumulated Deficit (290,766) (2,142) 597 (292,311) Total 123,096 (2,701) 390 120,785 For the year ended December 31, 2020 As Originally Reported Warrants adjustments Other Immaterial adjustments As Revised Consolidated Statement of Operations Costs and expenses Research and development expenses 13,983 — (390) $ 13,593 Total costs and expenses 39,288 — (390) $ 38,898 Operating loss (39,069) — 390 $ (38,679) Other income (expense) Change in fair value, Sponsor Earnout Shares (8,083) — (137) $ (8,220) Change in fair value, warrants liability — (2,142) — $ (2,142) Net loss (68,754) (2,142) 253 $ (70,643) Basic and diluted loss per share attributable to common shareholders Basic $ (7.31) $ (0.23) $ 0.03 $ (7.51) Diluted $ (7.31) $ (0.23) $ 0.03 $ (7.51) For the year ended December 31, 2020 As Originally Reported Warrants adjustments Other Immaterial adjustments As Revised Consolidated Statements of Shareholders' Equity (Deficit) Additional Paid in Capital Net equity infusion from the Merger 126,024 (559) 215 125,680 Reclassification of Block B Sponsor earnout shares 11,760 — (78) 11,682 Balance, December 31, 2020 395,913 (559) 137 395,491 Contingently Issuable Common Stock Contingently Issuable Common Stock 17,944 — (344) 17,600 Balance, December 31, 2020 17,944 — (344) 17,600 Accumulated Deficit Contingently Issuable Common Stock (17,944) — 344 (17,600) Net loss (68,754) (2,142) 253 (70,643) Balance, December 31, 2020 (290,766) (2,142) 597 (292,311) Total Shareholders' Equity (Deficit) Net equity infusion from the Merger 126,026 (559) 215 125,682 Reclassification of Block B Sponsor earnout shares 11,760 — (78) 11,682 Net loss (68,754) (2,142) 253 (70,643) Balance, December 31, 2020 123,096 (2,701) 390 120,785 For the year ended December 31, 2020 As Originally Reported Warrants adjustments Other Immaterial adjustments As Revised Consolidated Statements of Cash Flows Cash flows from operating activities Net loss (68,754) (2,142) 253 (70,643) Adjustment to reconcile net loss to net cash used in operating activities Change in fair value, Sponsor Earnout Shares 8,083 — 137 8,220 Change in fair value, warrants liability — 2,142 — 2,142 Changes in operating assets and liabilities: Accounts payable and accrued expenses 1,709 — (390) 1,319 Net cash used in operating activities (26,559) — — (26,559) |
Revenue Recognition - Informati
Revenue Recognition - Information about Contract Liabilities from Contracts with Customers (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Revenue from Contract with Customer [Abstract] | ||||
Contract Liabilities | $ 827 | $ 77 | $ 184 | $ 300 |
Revenue Recognition - Narrative
Revenue Recognition - Narratives (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | ||||
Increase (decrease) in contract liabilities | $ 750 | $ (116) | ||
Revenue recognized in contract liabilities | 0 | 0 | ||
Contract Liabilities | $ 827 | $ 184 | $ 77 | $ 300 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Inventory | $ 92 | $ 214 |
Property and Equipment, net - C
Property and Equipment, net - Components of Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 13,535 | $ 10,722 |
Less: Accumulated Depreciation and Amortization | (5,540) | (5,069) |
Property and equipment, net | 7,995 | 5,653 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 8,293 | 7,055 |
Equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 5 years | |
Equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 10 years | |
Capital Lease | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 201 | 201 |
Useful lives | 5 years | |
Furniture | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 276 | 211 |
Furniture | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 5 years | |
Furniture | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 10 years | |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,732 | 2,732 |
Tooling | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,033 | $ 523 |
Tooling | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 2 years | |
Tooling | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 3 years |
Property and Equipment, net - N
Property and Equipment, net - Narratives (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation expense related to property and equipment | $ 475 | $ 355 |
Cost of goods sold | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation expense related to property and equipment | 111 | 0 |
Research and development expense | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation expense related to property and equipment | 220 | 270 |
General and administrative expense | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation expense related to property and equipment | $ 144 | $ 81 |
Intangible Assets - Narratives
Intangible Assets - Narratives (Details) - Patents - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross patents value | $ 400 | |
Patents useful lives | 10 years | |
Patents amortization expenses | $ 10 | $ 10 |
Intangible Assets - Estimated F
Intangible Assets - Estimated Future Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2021 | $ 30 | |
2022 | 40 | |
2023 | 40 | |
2024 | 40 | |
2025 | 40 | |
Thereafter | 120 | |
Total | $ 310 | $ 320 |
Investment in Unconsolidated _2
Investment in Unconsolidated Joint Venture (Details) - USD ($) $ in Thousands | Apr. 09, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Aug. 31, 2019 |
Schedule of Equity Method Investments [Line Items] | |||||
Contribution made to the JV | $ 4,000 | $ 221 | |||
Investment income (loss) from unconsolidated joint venture under the equity method of accounting | 440 | $ (31) | |||
Investment in joint venture | $ 8,176 | $ 3,736 | |||
Hi-Power | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Initial estimated financial commitment | $ 4,100 | ||||
Initial ownership interest | 49.00% | ||||
Hi-Power | Subsequent event | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Additional ownership percentage acquired | 51.00% | ||||
Consideration paid or payable to acquire equity method investments | $ 25,000 | ||||
Payments to acquire equity method investments, installment payable | 5,000 | ||||
Payments to acquire equity method investments, cash payable on closing | $ 10,200 |
Notes receivable and Variable_2
Notes receivable and Variable interest entities (“VIEs”) consideration (Details) - Variable Interest Entity, not primary beneficiary - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Variable Interest Entity [Line Items] | ||
Loan commitment on the consolidated balance sheet | $ 2,941 | $ 100 |
Amount committed to lend | 11,348 | |
Loan commitment on the consolidated balance sheet | $ 2,970 |
Commitments and Contingencies -
Commitments and Contingencies - Narratives (Details) ft² in Thousands | 3 Months Ended | |||||
Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Jul. 30, 2020USD ($) | Apr. 26, 2017ft² | Jun. 24, 2016ft² | |
Other Commitments [Line Items] | ||||||
Additional number of square feet | ft² | 18 | 45 | ||||
Annual cost escalations, percentage | 10.00% | |||||
Rent expense | $ 228,000 | $ 228,000 | ||||
Provision for firm purchase commitments | 0 | 0 | $ 1,585,000 | |||
Reversal of firm purchase commitment | 1,585,000 | 0 | ||||
Batteries | ||||||
Other Commitments [Line Items] | ||||||
Non-cancellable purchase commitment | 295,000 | $ 8,000,000 | ||||
Purchases made | 7,705,000 | |||||
Research and development expense | ||||||
Other Commitments [Line Items] | ||||||
Rent expense | 184,000 | 135,000 | ||||
General and administrative expense | ||||||
Other Commitments [Line Items] | ||||||
Rent expense | $ 44,000 | $ 93,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Future Minimum Lease Commitments (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Operating | |
Remainder of 2021 | $ 518 |
2022 | 755 |
2023 | 825 |
2024 | 895 |
2025 | 966 |
Later years | 679 |
Total minimum lease payments | 4,638 |
Capital | |
Remainder of 2021 | 11 |
2022 | 1 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
Later years | 0 |
Total minimum lease payments | 12 |
Less amounts representing interest | 0 |
Present value of minimum lease payments | $ 12 |
Grant Expense, Net (Details)
Grant Expense, Net (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021USD ($)grant | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | |
Other Income and Expenses [Abstract] | |||
Number of grants approved | grant | 2 | ||
Grants approval amount | $ 7,000 | ||
Grant expense, net | 8 | $ 346 | |
Grant income | 329 | 0 | |
Grant costs | 337 | 345 | |
Grant payments received | 0 | $ 0 | |
Deferred grant income | 808 | $ 1,136 | |
Grants receivable | $ 131 | $ 131 |
Income Taxes - Narratives (Deta
Income Taxes - Narratives (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Tax provision (benefit) | $ 0 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Accounts payable and accrued expenses - related parties | $ 11,236 | $ 2,517 | |
General and administrative expenses | 16,654 | $ 2,359 | |
Director | |||
Related Party Transaction [Line Items] | |||
Costs incurred with related parties | 19 | ||
Affiliated Entity | Consultant Fees | |||
Related Party Transaction [Line Items] | |||
Accounts payable and accrued expenses - related parties | 138 | ||
Equity Method Investee | Holtec International | |||
Related Party Transaction [Line Items] | |||
Accounts payable and accrued expenses - related parties | 10,234 | 2,382 | |
General and administrative expenses | 7,852 | $ 778 | |
Equity Method Investee | Hi-Power | |||
Related Party Transaction [Line Items] | |||
Accounts payable and accrued expenses - related parties | 1,002 | ||
Corporate Joint Venture | Hi-Power | |||
Related Party Transaction [Line Items] | |||
Due from related parties, current | $ 0 | $ 278 |
Convertible Notes Payable - Nar
Convertible Notes Payable - Narratives (Details) - USD ($) | Nov. 16, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Nov. 15, 2020 |
Debt Instrument [Line Items] | |||||
Aggregate cash proceeds | $ 0 | $ 1,407,000 | |||
Embedded derivative liability, initial fair value | 126,000 | ||||
Change in fair value, embedded derivative | 0 | 515,000 | |||
Accreted interest on convertible notes payable related party | $ 0 | $ 3,715,000 | |||
Conversion of convertible notes payable (in shares) | 10,886,300 | ||||
Conversion of convertible notes payable | $ 108,900,000 | ||||
Conversion price (in usd per share) | $ 10 | ||||
2019 Bridge Preferred Units | |||||
Debt Instrument [Line Items] | |||||
Issuance price of EES Preferred Units to the Holders (in usd per share) | $ 0.50 | ||||
AltEnergy | Investor | |||||
Debt Instrument [Line Items] | |||||
Ownership percentage by AltEnergy | 20.00% | ||||
Convertible debt | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 833,000 | ||||
Aggregate cash proceeds | 1,666,000 | ||||
Discount, fair value of preferred units | 2,290,000 | ||||
Convertible debt | 2020 Phase II Notes | |||||
Debt Instrument [Line Items] | |||||
Discount, fair value of preferred units | $ 259,000 | ||||
Convertible debt | 2019 Convertible Notes | |||||
Debt Instrument [Line Items] | |||||
Debt instruments, coupon rate | 0.00% | ||||
Convertible debt | Phase I | |||||
Debt Instrument [Line Items] | |||||
Discount, fair value of preferred units | $ 0 | ||||
Liquidation ratio | 3 | ||||
Convertible debt | Phase II | |||||
Debt Instrument [Line Items] | |||||
Discount, fair value of preferred units | $ 2,290,000 | ||||
Liquidation ratio | 6 | ||||
Convertible debt | AltEnergy | Investor | 2020 Phase II Notes | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 475,000 |
Convertible Notes Payable - Sum
Convertible Notes Payable - Summary of Balances Recognized upon Issuance of Convertible Notes (Details) - Convertible debt $ in Thousands | Mar. 31, 2020USD ($) |
Debt Instrument [Line Items] | |
Convertible notes payable | $ 81,557 |
Discount, original issuance | (48,259) |
Premium (discount), embedded derivative | (1,090) |
Discount, fair value of preferred units | (2,290) |
Discount, beneficial conversion features | (1,799) |
Convertible notes payable, net | 28,119 |
Phase I | |
Debt Instrument [Line Items] | |
Convertible notes payable | 40,587 |
Discount, original issuance | (20,946) |
Premium (discount), embedded derivative | 181 |
Discount, fair value of preferred units | 0 |
Discount, beneficial conversion features | (1,799) |
Convertible notes payable, net | 18,023 |
Phase II | |
Debt Instrument [Line Items] | |
Convertible notes payable | 40,970 |
Discount, original issuance | (27,313) |
Premium (discount), embedded derivative | (1,271) |
Discount, fair value of preferred units | (2,290) |
Discount, beneficial conversion features | 0 |
Convertible notes payable, net | $ 10,096 |
Long-term Debt - Summary of Lon
Long-term Debt - Summary of Long-term Indebtedness (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Long-term debt, including current portion | $ 1,281 | $ 1,351 |
Less: Long-term debt, current portion | (1,176) | (924) |
Long-term debt | 105 | 427 |
Loans payable | Paycheck Protection Program, CARES Act | ||
Debt Instrument [Line Items] | ||
Long-term debt, including current portion | 1,257 | 1,257 |
Other | ||
Debt Instrument [Line Items] | ||
Long-term debt, including current portion | $ 24 | $ 94 |
Long-term Debt - Narratives (De
Long-term Debt - Narratives (Details) $ in Thousands | Apr. 07, 2020USD ($) |
Loans payable | Paycheck Protection Program, CARES Act | |
Debt Instrument [Line Items] | |
Amount received under the Paycheck Protection Program, CARES Act | $ 1,257 |
Contingently Redeemable Prefe_3
Contingently Redeemable Preferred Units - Narratives (Details) - $ / shares | Nov. 16, 2020 | Mar. 31, 2020 |
Series C Preferred Units | ||
Temporary Equity [Line Items] | ||
Preferred units issued (in usd per share) | $ 1.10 | |
Series D Preferred Units | ||
Temporary Equity [Line Items] | ||
Preferred units issued (in usd per share) | 1.75 | |
2019 Bridge Preferred Units | ||
Temporary Equity [Line Items] | ||
Preferred units issued (in usd per share) | $ 0.50 | |
EES Preferred Unit | ||
Temporary Equity [Line Items] | ||
EES common units converted (in shares) | 255,523,120 | |
Common stock | ||
Temporary Equity [Line Items] | ||
Conversion of contingently redeemable preferred units (in shares) | 14,727,844 |
Contingently Redeemable Prefe_4
Contingently Redeemable Preferred Units - Activities Attributable to Preferred Units (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($)shares | |
Units | |
Beginning balance (in shares) | shares | 80,707 |
Contributions allocated to EES Preferred Units (in shares) | shares | 1,666 |
Ending balance (in shares) | shares | 82,373 |
Amount | |
Beginning balance | $ | $ 109,365 |
Contributions allocated to preferred units | $ | 259 |
Ending balance | $ | $ 109,624 |
Warrants liability (Details)
Warrants liability (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Nov. 16, 2020 | |
Class of Warrant or Right [Line Items] | |||||
Warrants outstanding (in shares) | 8,750,000 | 8,750,000 | 8,750,000 | ||
Warrants liability | $ 2,701 | $ 2,925 | $ 2,701 | $ 559 | |
Change in fair value, warrants liability | $ 2,142 | $ 224 | $ 0 | $ 2,142 | |
Private Placement | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants outstanding (in shares) | 325,000 | 325,000 | 325,000 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narratives (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares remain for future issuance (in shares) | 3,442,206 | 4,094,770 | |
Stock compensation expense | $ 2,478 | ||
Unrecognized stock compensation expense | 28,049 | ||
Unrecognized stock compensation expense attributable to RUs | $ 6,275 | ||
Weighted average grant date fair value of options granted (in usd per share) | $ 9.49 | $ 2.08 | |
Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock compensation expense | $ 1,524 | $ 19 | |
Option | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options vesting term | 3 years | ||
Options term | 5 years | ||
Option | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options vesting term | 5 years | ||
Options term | 10 years | ||
Option | Weighted Average | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options vesting term | 2 years 4 months 24 days | ||
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock compensation expense | $ 954 | ||
Unrecognized stock compensation expense attributable to stock option | $ 21,774 | ||
RSUs | Weighted Average | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options vesting term | 2 years 8 months 12 days | ||
2020 Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized for issuance (in shares) | 6,000,000 | ||
Number of additional shares authorized for issuance (in shares) | 498,021 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Units | ||
Beginning outstanding balance (in shares) | 2,143,636 | |
Granted (in shares) | 44,798 | |
Cancelled/Forfeited (in shares) | (5,713) | |
Ending outstanding balance (in shares) | 2,182,721 | 2,143,636 |
Exercisable (in shares) | 719,773 | |
Weighted-Average Grant-Data Fair Value | ||
Beginning outstanding balance (in usd per share) | $ 9.19 | |
Granted (in usd per share) | 17.46 | |
Cancelled/Forfeited (in usd per share) | 11.46 | |
Ending outstanding balance (in usd per share) | 9.35 | $ 9.19 |
Exercisable (in usd per share) | $ 9.08 | |
Weighted-Average Remaining Contractual Term (years) | ||
Options outstanding | 9 years 3 months 18 days | 9 years 6 months |
Options exercisable | 9 years 3 months 18 days |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Restricted Unit Activity (Details) - RSUs | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Units | |
Beginning outstanding balance (in shares) | shares | 42,318 |
Granted (in shares) | shares | 1,111,500 |
Ending outstanding balance (in shares) | shares | 1,153,818 |
Weighted-Average Grant-Data Fair Value | |
Beginning outstanding balance (in usd per share) | $ / shares | $ 13.46 |
Granted (in usd per share) | $ / shares | 20.02 |
Ending outstanding balance (in usd per share) | $ / shares | $ 19.78 |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted-Average Assumptions Used to Determine the Fair Value of Options Granted (Details) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Volatility | 57.43% | 50.00% |
Risk free interest rate | 1.11% | 0.49% |
Expected life (years) | 6 years 3 months | 6 years 3 months |
Dividend yield | 0.00% | 0.00% |
Shareholders' Equity (Details)
Shareholders' Equity (Details) | Jan. 22, 2021tradingDay$ / shares | Nov. 16, 2020tradingDay$ / sharesshares | Mar. 31, 2021vote$ / sharesshares | Dec. 31, 2020$ / sharesshares | May 22, 2020$ / sharesshares | |
Class of Stock [Line Items] | ||||||
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 | ||||
Preferred stock, shares issued (in shares) | 0 | 0 | ||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||||
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | ||||
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Number of votes for each share | vote | 1 | |||||
Common stock, shares issued (in shares) | 2,000,000 | 51,801,267 | 48,943,082 | |||
Common stock, shares outstanding (in shares) | 51,801,267 | 48,943,082 | ||||
Earnout period | 5 years | |||||
Earnout period, threshold, business days | tradingDay | 5 | |||||
Earnout period, stock price trigger (in usd per share) | $ / shares | $ 16 | $ 16 | ||||
Contingent consideration, equity, earnout period, threshold trading days | tradingDay | 20 | 20 | ||||
Earnout period, threshold consecutive trading days | tradingDay | 30 | 30 | ||||
Contingent consideration, liability (in shares) | 1,718,000 | |||||
Contingent consideration, liability, earnout period | 5 years | |||||
Contingent liability, earnout period, threshold trading days | tradingDay | 20 | 20 | ||||
Contingent liability, earnout period, threshold consecutive trading days | tradingDay | 30 | 30 | ||||
Common stock to be purchased through warrants (in shares) | 9,075,000 | |||||
Common stock to be purchased through each warrant (in shares) | 1 | |||||
Price of common stock to be purchased through warrants (in usd per share) | $ / shares | $ 11.50 | |||||
Warrants outstanding (in shares) | 8,750,000 | 8,750,000 | ||||
Block A Sponsor Earnout Shares | ||||||
Class of Stock [Line Items] | ||||||
Contingent consideration, liability (in shares) | 859,000 | |||||
Derivative Instrument, Contingent Consideration, Liability, Earnout Period, Stock Price Trigger | $ / shares | $ 12 | |||||
Block B Sponsor Earnout Shares | ||||||
Class of Stock [Line Items] | ||||||
Contingent consideration, liability (in shares) | 859,000 | |||||
Derivative Instrument, Contingent Consideration, Liability, Earnout Period, Stock Price Trigger | $ / shares | $ 16 | $ 16 | ||||
Common stock | ||||||
Class of Stock [Line Items] | ||||||
Issuance of Contingently Issuable Common Stock (in shares) | [1],[2] | 1,999,185 | ||||
[1] | 3 See Note 1 for discussion of reverse capitalization given effect herein | |||||
[2] | 5 See Note 17 for discussion of Contingently Issuable Common Stock |
Revision of Previously Report_3
Revision of Previously Reported Consolidated Financial Statements as of and for the year ended December 31, 2020 - Narrative (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Nov. 16, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Warrants liability | $ 2,701 | $ 2,925 | $ 2,701 | $ 559 | |
Change in fair value, warrants liability | 2,142 | 224 | $ 0 | 2,142 | |
Accumulated deficit | (292,311) | (313,767) | (292,311) | ||
Additional paid in capital | 395,491 | 415,569 | 395,491 | ||
Accounts payable and accrued expenses | 8,471 | 8,939 | 8,471 | ||
Long-term debt, current portion | 924 | 1,176 | 924 | ||
Contingently Issuable Common Stock | 17,600 | $ 0 | 17,600 | ||
Adjustments | Warrants adjustments | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Warrants liability | 2,701 | 2,701 | |||
Change in fair value, warrants liability | 2,142 | ||||
Accumulated deficit | (2,142) | (2,142) | |||
Additional paid in capital | (559) | (559) | |||
Accounts payable and accrued expenses | 0 | 0 | |||
Long-term debt, current portion | 0 | 0 | |||
Contingently Issuable Common Stock | 0 | 0 | |||
Adjustments | Other Immaterial adjustments | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Warrants liability | 0 | 0 | |||
Change in fair value, warrants liability | 0 | ||||
Accumulated deficit | 597 | 597 | |||
Additional paid in capital | 137 | 137 | |||
Accounts payable and accrued expenses | (390) | (390) | |||
Long-term debt, current portion | (147) | (147) | |||
Contingently Issuable Common Stock | $ (344) | $ (344) |
Revision of Previously Report_4
Revision of Previously Reported Consolidated Financial Statements as of and for the year ended December 31, 2020 - Impact of the Restatement (Details) - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Nov. 16, 2020 | Dec. 31, 2019 | |||
Current liabilities | ||||||||
Accounts payable and accrued expenses | $ 8,471 | $ 8,939 | $ 8,471 | |||||
Long-term debt, current portion | 924 | 1,176 | 924 | |||||
Total current liabilities | 13,585 | 22,189 | 13,585 | |||||
Long term liabilities | ||||||||
Long-term debt | 427 | 105 | 427 | |||||
Warrants liability | 2,701 | 2,925 | 2,701 | $ 559 | ||||
Total long term liabilities | 3,894 | 3,804 | 3,894 | |||||
Total liabilities | 17,479 | 25,993 | 17,479 | |||||
Shareholders' equity | ||||||||
Contingently Issuable Common Stock | 17,600 | 0 | 17,600 | |||||
Additional paid in capital | 395,491 | 415,569 | 395,491 | |||||
Accumulated deficit | (292,311) | (313,767) | (292,311) | |||||
Total shareholders' equity | 120,785 | 101,807 | $ (193,051) | 120,785 | $ (183,722) | |||
Total liabilities and shareholders’ equity | 138,264 | 127,800 | 138,264 | |||||
Ending balance | 120,785 | 101,807 | (193,051) | 120,785 | (183,722) | |||
Costs and expenses | ||||||||
Research and development expenses | 5,053 | 2,230 | 13,593 | |||||
Total costs and expenses | 21,815 | 4,992 | 38,898 | |||||
Operating loss | (21,651) | (4,992) | (38,679) | |||||
Other income (expense) | ||||||||
Change in fair value, Sponsor Earnout Shares | (8,220) | |||||||
Change in fair value, warrants liability | (2,142) | (224) | 0 | (2,142) | ||||
Net loss | $ (21,456) | $ (9,348) | $ (70,643) | |||||
Basic and diluted loss per share attributable to common shareholders | ||||||||
Basic (in usd per share) | $ (0.42) | [1] | $ (2.38) | [1] | $ (7.51) | |||
Diluted (in usd per share) | $ (0.42) | [1] | $ (2.38) | [1] | $ (7.51) | |||
Increase (decrease) in stockholders' equity [Roll Forward] | ||||||||
Net equity infusion from the Merger | $ 125,682 | |||||||
Reclassification of Block B Sponsor earnout shares | 11,682 | |||||||
Net loss | $ (21,456) | $ (9,348) | (70,643) | |||||
Ending balance | 120,785 | 101,807 | (193,051) | 120,785 | (183,722) | |||
Cash flows from operating activities | ||||||||
Net loss | (21,456) | (9,348) | (70,643) | |||||
Adjustment to reconcile net loss to net cash used in operating activities | ||||||||
Change in fair value, Sponsor Earnout Shares | 8,220 | |||||||
Change in fair value, warrants liability | 2,142 | 224 | 0 | 2,142 | ||||
Changes in operating assets and liabilities: | ||||||||
Accounts payable and accrued expenses | 843 | 1,254 | 1,319 | |||||
Net cash used in operating activities | (9,703) | (321) | (26,559) | |||||
Additional Paid in Capital | ||||||||
Shareholders' equity | ||||||||
Total shareholders' equity | 395,491 | 415,569 | 20,365 | 395,491 | 20,346 | |||
Ending balance | 395,491 | 415,569 | 20,365 | 395,491 | 20,346 | |||
Increase (decrease) in stockholders' equity [Roll Forward] | ||||||||
Net equity infusion from the Merger | 125,680 | |||||||
Reclassification of Block B Sponsor earnout shares | 11,682 | |||||||
Ending balance | 395,491 | 415,569 | 20,365 | 395,491 | 20,346 | |||
Contingently Issuable Common Stock | ||||||||
Shareholders' equity | ||||||||
Total shareholders' equity | 17,600 | 0 | 0 | 17,600 | 0 | |||
Ending balance | 17,600 | 0 | 0 | 17,600 | 0 | |||
Increase (decrease) in stockholders' equity [Roll Forward] | ||||||||
Contingently Issuable Common Stock | 17,600 | |||||||
Ending balance | 17,600 | 0 | 0 | 17,600 | 0 | |||
Accumulated Deficit | ||||||||
Shareholders' equity | ||||||||
Total shareholders' equity | (292,311) | (313,767) | (213,416) | (292,311) | (204,068) | |||
Ending balance | (292,311) | (313,767) | (213,416) | (292,311) | (204,068) | |||
Other income (expense) | ||||||||
Net loss | (21,456) | (9,348) | (70,643) | |||||
Increase (decrease) in stockholders' equity [Roll Forward] | ||||||||
Contingently Issuable Common Stock | (17,600) | |||||||
Net loss | (21,456) | (9,348) | (70,643) | |||||
Ending balance | (292,311) | (313,767) | (213,416) | (292,311) | $ (204,068) | |||
Cash flows from operating activities | ||||||||
Net loss | $ (21,456) | $ (9,348) | (70,643) | |||||
As Originally Reported | ||||||||
Current liabilities | ||||||||
Accounts payable and accrued expenses | 8,861 | 8,861 | ||||||
Long-term debt, current portion | 1,071 | 1,071 | ||||||
Total current liabilities | 14,122 | 14,122 | ||||||
Long term liabilities | ||||||||
Long-term debt | 280 | 280 | ||||||
Warrants liability | 0 | 0 | ||||||
Total long term liabilities | 1,046 | 1,046 | ||||||
Total liabilities | 15,168 | 15,168 | ||||||
Shareholders' equity | ||||||||
Contingently Issuable Common Stock | 17,944 | 17,944 | ||||||
Additional paid in capital | 395,913 | 395,913 | ||||||
Accumulated deficit | (290,766) | (290,766) | ||||||
Total shareholders' equity | 123,096 | 123,096 | ||||||
Total liabilities and shareholders’ equity | 138,264 | 138,264 | ||||||
Ending balance | 123,096 | 123,096 | ||||||
Costs and expenses | ||||||||
Research and development expenses | 13,983 | |||||||
Total costs and expenses | 39,288 | |||||||
Operating loss | (39,069) | |||||||
Other income (expense) | ||||||||
Change in fair value, Sponsor Earnout Shares | (8,083) | |||||||
Change in fair value, warrants liability | 0 | |||||||
Net loss | $ (68,754) | |||||||
Basic and diluted loss per share attributable to common shareholders | ||||||||
Basic (in usd per share) | $ (7.31) | |||||||
Diluted (in usd per share) | $ (7.31) | |||||||
Increase (decrease) in stockholders' equity [Roll Forward] | ||||||||
Net equity infusion from the Merger | $ 126,026 | |||||||
Reclassification of Block B Sponsor earnout shares | 11,760 | |||||||
Net loss | (68,754) | |||||||
Ending balance | 123,096 | 123,096 | ||||||
Cash flows from operating activities | ||||||||
Net loss | (68,754) | |||||||
Adjustment to reconcile net loss to net cash used in operating activities | ||||||||
Change in fair value, Sponsor Earnout Shares | 8,083 | |||||||
Change in fair value, warrants liability | 0 | |||||||
Changes in operating assets and liabilities: | ||||||||
Accounts payable and accrued expenses | 1,709 | |||||||
Net cash used in operating activities | (26,559) | |||||||
As Originally Reported | Additional Paid in Capital | ||||||||
Shareholders' equity | ||||||||
Total shareholders' equity | 395,913 | 395,913 | ||||||
Ending balance | 395,913 | 395,913 | ||||||
Increase (decrease) in stockholders' equity [Roll Forward] | ||||||||
Net equity infusion from the Merger | 126,024 | |||||||
Reclassification of Block B Sponsor earnout shares | 11,760 | |||||||
Ending balance | 395,913 | 395,913 | ||||||
As Originally Reported | Contingently Issuable Common Stock | ||||||||
Shareholders' equity | ||||||||
Total shareholders' equity | 17,944 | 17,944 | ||||||
Ending balance | 17,944 | 17,944 | ||||||
Increase (decrease) in stockholders' equity [Roll Forward] | ||||||||
Contingently Issuable Common Stock | 17,944 | |||||||
Ending balance | 17,944 | 17,944 | ||||||
As Originally Reported | Accumulated Deficit | ||||||||
Shareholders' equity | ||||||||
Total shareholders' equity | (290,766) | (290,766) | ||||||
Ending balance | (290,766) | (290,766) | ||||||
Other income (expense) | ||||||||
Net loss | (68,754) | |||||||
Increase (decrease) in stockholders' equity [Roll Forward] | ||||||||
Contingently Issuable Common Stock | (17,944) | |||||||
Net loss | (68,754) | |||||||
Ending balance | (290,766) | (290,766) | ||||||
Cash flows from operating activities | ||||||||
Net loss | (68,754) | |||||||
Adjustments | Warrants adjustments | ||||||||
Current liabilities | ||||||||
Accounts payable and accrued expenses | 0 | 0 | ||||||
Long-term debt, current portion | 0 | 0 | ||||||
Total current liabilities | 0 | 0 | ||||||
Long term liabilities | ||||||||
Long-term debt | 0 | 0 | ||||||
Warrants liability | 2,701 | 2,701 | ||||||
Total long term liabilities | 2,701 | 2,701 | ||||||
Total liabilities | 2,701 | 2,701 | ||||||
Shareholders' equity | ||||||||
Contingently Issuable Common Stock | 0 | 0 | ||||||
Additional paid in capital | (559) | (559) | ||||||
Accumulated deficit | (2,142) | (2,142) | ||||||
Total shareholders' equity | (2,701) | (2,701) | ||||||
Total liabilities and shareholders’ equity | 0 | 0 | ||||||
Ending balance | (2,701) | (2,701) | ||||||
Costs and expenses | ||||||||
Research and development expenses | 0 | |||||||
Total costs and expenses | 0 | |||||||
Operating loss | 0 | |||||||
Other income (expense) | ||||||||
Change in fair value, Sponsor Earnout Shares | 0 | |||||||
Change in fair value, warrants liability | (2,142) | |||||||
Net loss | $ (2,142) | |||||||
Basic and diluted loss per share attributable to common shareholders | ||||||||
Basic (in usd per share) | $ (0.23) | |||||||
Diluted (in usd per share) | $ (0.23) | |||||||
Increase (decrease) in stockholders' equity [Roll Forward] | ||||||||
Net equity infusion from the Merger | $ (559) | |||||||
Reclassification of Block B Sponsor earnout shares | 0 | |||||||
Net loss | (2,142) | |||||||
Ending balance | (2,701) | (2,701) | ||||||
Cash flows from operating activities | ||||||||
Net loss | (2,142) | |||||||
Adjustment to reconcile net loss to net cash used in operating activities | ||||||||
Change in fair value, Sponsor Earnout Shares | 0 | |||||||
Change in fair value, warrants liability | 2,142 | |||||||
Changes in operating assets and liabilities: | ||||||||
Accounts payable and accrued expenses | 0 | |||||||
Net cash used in operating activities | 0 | |||||||
Adjustments | Warrants adjustments | Additional Paid in Capital | ||||||||
Shareholders' equity | ||||||||
Total shareholders' equity | (559) | (559) | ||||||
Ending balance | (559) | (559) | ||||||
Increase (decrease) in stockholders' equity [Roll Forward] | ||||||||
Net equity infusion from the Merger | (559) | |||||||
Reclassification of Block B Sponsor earnout shares | 0 | |||||||
Ending balance | (559) | (559) | ||||||
Adjustments | Warrants adjustments | Contingently Issuable Common Stock | ||||||||
Shareholders' equity | ||||||||
Total shareholders' equity | 0 | 0 | ||||||
Ending balance | 0 | 0 | ||||||
Increase (decrease) in stockholders' equity [Roll Forward] | ||||||||
Contingently Issuable Common Stock | 0 | |||||||
Ending balance | 0 | 0 | ||||||
Adjustments | Warrants adjustments | Accumulated Deficit | ||||||||
Shareholders' equity | ||||||||
Total shareholders' equity | (2,142) | (2,142) | ||||||
Ending balance | (2,142) | (2,142) | ||||||
Other income (expense) | ||||||||
Net loss | (2,142) | |||||||
Increase (decrease) in stockholders' equity [Roll Forward] | ||||||||
Contingently Issuable Common Stock | 0 | |||||||
Net loss | (2,142) | |||||||
Ending balance | (2,142) | (2,142) | ||||||
Cash flows from operating activities | ||||||||
Net loss | (2,142) | |||||||
Adjustments | Other Immaterial adjustments | ||||||||
Current liabilities | ||||||||
Accounts payable and accrued expenses | (390) | (390) | ||||||
Long-term debt, current portion | (147) | (147) | ||||||
Total current liabilities | (537) | (537) | ||||||
Long term liabilities | ||||||||
Long-term debt | 147 | 147 | ||||||
Warrants liability | 0 | 0 | ||||||
Total long term liabilities | 147 | 147 | ||||||
Total liabilities | (390) | (390) | ||||||
Shareholders' equity | ||||||||
Contingently Issuable Common Stock | (344) | (344) | ||||||
Additional paid in capital | 137 | 137 | ||||||
Accumulated deficit | 597 | 597 | ||||||
Total shareholders' equity | 390 | 390 | ||||||
Total liabilities and shareholders’ equity | 0 | 0 | ||||||
Ending balance | 390 | 390 | ||||||
Costs and expenses | ||||||||
Research and development expenses | (390) | |||||||
Total costs and expenses | (390) | |||||||
Operating loss | 390 | |||||||
Other income (expense) | ||||||||
Change in fair value, Sponsor Earnout Shares | (137) | |||||||
Change in fair value, warrants liability | 0 | |||||||
Net loss | $ 253 | |||||||
Basic and diluted loss per share attributable to common shareholders | ||||||||
Basic (in usd per share) | $ 0.03 | |||||||
Diluted (in usd per share) | $ 0.03 | |||||||
Increase (decrease) in stockholders' equity [Roll Forward] | ||||||||
Net equity infusion from the Merger | $ 215 | |||||||
Reclassification of Block B Sponsor earnout shares | (78) | |||||||
Net loss | 253 | |||||||
Ending balance | 390 | 390 | ||||||
Cash flows from operating activities | ||||||||
Net loss | 253 | |||||||
Adjustment to reconcile net loss to net cash used in operating activities | ||||||||
Change in fair value, Sponsor Earnout Shares | 137 | |||||||
Change in fair value, warrants liability | 0 | |||||||
Changes in operating assets and liabilities: | ||||||||
Accounts payable and accrued expenses | (390) | |||||||
Net cash used in operating activities | 0 | |||||||
Adjustments | Other Immaterial adjustments | Additional Paid in Capital | ||||||||
Shareholders' equity | ||||||||
Total shareholders' equity | 137 | 137 | ||||||
Ending balance | 137 | 137 | ||||||
Increase (decrease) in stockholders' equity [Roll Forward] | ||||||||
Net equity infusion from the Merger | 215 | |||||||
Reclassification of Block B Sponsor earnout shares | (78) | |||||||
Ending balance | 137 | 137 | ||||||
Adjustments | Other Immaterial adjustments | Contingently Issuable Common Stock | ||||||||
Shareholders' equity | ||||||||
Total shareholders' equity | (344) | (344) | ||||||
Ending balance | (344) | (344) | ||||||
Increase (decrease) in stockholders' equity [Roll Forward] | ||||||||
Contingently Issuable Common Stock | (344) | |||||||
Ending balance | (344) | (344) | ||||||
Adjustments | Other Immaterial adjustments | Accumulated Deficit | ||||||||
Shareholders' equity | ||||||||
Total shareholders' equity | 597 | 597 | ||||||
Ending balance | 597 | 597 | ||||||
Other income (expense) | ||||||||
Net loss | 253 | |||||||
Increase (decrease) in stockholders' equity [Roll Forward] | ||||||||
Contingently Issuable Common Stock | 344 | |||||||
Net loss | 253 | |||||||
Ending balance | $ 597 | 597 | ||||||
Cash flows from operating activities | ||||||||
Net loss | $ 253 | |||||||
[1] | 1 See Note 1 for discussion of reverse capitalization given effect herein |
Subsequent Events (Details)
Subsequent Events (Details) | Apr. 09, 2021 |
Subsequent event | Hi-Power | |
Subsequent Event [Line Items] | |
Additional ownership percentage acquired | 51.00% |