Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 04, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
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 | 84-4290188 | |
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 | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 54,445,725 | |
Entity Central Index Key | 0001805077 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Common stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Trading Symbol | EOSE | |
Security Exchange Name | NASDAQ | |
Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each exercisable for one share of common stock | |
Trading Symbol | EOSEW | |
Security Exchange Name | NASDAQ |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 55,361 | $ 104,831 |
Restricted cash | 1,255 | 861 |
Accounts receivable, net | 2,684 | 1,916 |
Inventory, net | 10,292 | 12,976 |
Vendor deposits | 21,722 | 16,653 |
Notes receivable, net | 104 | 103 |
Prepaid expenses | 2,493 | 2,595 |
Other current assets | 2,243 | 2,637 |
Total current assets | 96,154 | 142,572 |
Property, plant and equipment, net | 14,520 | 12,890 |
Intangible assets, net | 270 | 280 |
Goodwill | 4,331 | 4,331 |
Security deposits, net | 1,228 | 1,239 |
Notes receivable, long-term, net | 3,515 | 3,547 |
Operating lease right-of-use asset, net | 4,989 | 3,468 |
Other assets, net | 1,852 | 848 |
Total assets | 126,859 | 169,175 |
Current liabilities: | ||
Accounts payable | 11,660 | 12,531 |
Accrued expenses | 12,798 | 7,674 |
Accounts payable and accrued expenses - related parties | 0 | 1,200 |
Operating lease liability, current portion | 899 | 1,084 |
Note payable, current portion | 4,970 | 4,926 |
Long-term debt, current portion | 1,703 | 1,644 |
Contract liabilities, current portion | 1,763 | 849 |
Other current liabilities | 6 | 9 |
Total current liabilities | 33,799 | 29,917 |
Long-term liabilities: | ||
Operating lease liability, long-term | 4,943 | 3,224 |
Note payable, excluding current portion | 13,892 | 13,769 |
Long-term debt, excluding current portion | 4,279 | 4,727 |
Convertible note payable - related party | 77,083 | 84,148 |
Interest payable - related party | 1,544 | 0 |
Contract liabilities, long-term | 1,160 | 0 |
Warrants liability - related party | 359 | 926 |
Other liabilities | 20 | 17 |
Total long-term liabilities | 103,280 | 106,811 |
Total liabilities | 137,079 | 136,728 |
COMMITMENTS AND CONTINGENCIES (NOTE 9) | ||
SHAREHOLDERS' EQUITY (DEFICIT) | ||
Common Stock, $0.0001 par value, 200,000,000 shares authorized, 53,980,608 and 53,786,632 shares outstanding at March 31, 2022 and December 31, 2021, respectively | 5 | 5 |
Preferred stock, $0.0001 par value, 1,000,000 shares authorized, no shares outstanding at March 31, 2022 and December 31, 2021 | 0 | 0 |
Additional paid in capital | 452,093 | 448,969 |
Accumulated deficit | (462,318) | (416,527) |
Total shareholders' equity (deficit) | (10,220) | 32,447 |
Total liabilities and shareholders’ equity (deficit) | $ 126,859 | $ 169,175 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 53,980,608 | 53,786,632 |
Common stock, shares outstanding (in shares) | 53,980,608 | 53,786,632 |
Preferred stock issued per unit (in dollars 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 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue | ||
Total revenue | $ 3,298,000 | $ 164,000 |
Costs and expenses | ||
Cost of goods sold | 35,585,000 | 100,000 |
Research and development expenses | 4,963,000 | 5,053,000 |
Selling, general and administrative expenses | 14,279,000 | 8,802,000 |
Loss on pre-existing agreement | 0 | 7,852,000 |
Grant expense, net | 173,000 | 8,000 |
Total costs and expenses | 55,000,000 | 21,815,000 |
Operating loss | (51,702,000) | (21,651,000) |
Other income (expense) | ||
Interest expense, net | (338,000) | (21,000) |
Interest expense - related party | (2,174,000) | 0 |
Change in fair value, embedded derivative - related party | 7,695,000 | 0 |
Change in fair value, warrants liability - related party | 567,000 | (224,000) |
Income from equity in unconsolidated joint venture | 0 | 440,000 |
Other income | 119,000 | 0 |
Loss before income taxes | (45,833,000) | (21,456,000) |
Income tax benefit | 42,000 | 0 |
Net loss | $ (45,791,000) | $ (21,456,000) |
Basic and diluted loss per share attributable to common shareholders | ||
Basic (in dollars per share) | $ (0.85) | $ (0.42) |
Diluted (in dollars per share) | $ (0.85) | $ (0.42) |
Weighted average shares of common stock | ||
Basic (in shares) | 53,961,553 | 51,126,863 |
Diluted (in shares) | 53,961,553 | 51,126,863 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED 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, 2020 | 48,943,082 | ||||
Beginning balance at Dec. 31, 2020 | $ 120,785 | $ 5 | $ 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) | 859,000 | ||||
Issuance of contingently issuable common stock (in shares) | 1,999,185 | ||||
Issuance of Contingently Issuable Common Stock | 17,600 | (17,600) | |||
Exercise of warrants (in shares) | 0 | ||||
Cancellation of shares used to settle payroll tax withholding | 0 | ||||
Net loss | (21,456) | (21,456) | |||
Ending balance (in shares) at Mar. 31, 2021 | 51,801,267 | ||||
Ending balance at Mar. 31, 2021 | 101,807 | $ 5 | 415,569 | 0 | (313,767) |
Beginning balance (in shares) at Dec. 31, 2021 | 53,786,632 | ||||
Beginning balance at Dec. 31, 2021 | 32,447 | $ 5 | 448,969 | 0 | (416,527) |
Increase (decrease) in stockholders' equity [Roll Forward] | |||||
Stock-based compensation | 3,943 | 3,943 | |||
Exercise of warrants (in shares) | 600 | ||||
Exercise of warrants | 7 | 7 | |||
Release of restricted stock units (in shares) | 305,651 | ||||
Cancellation of shares used to settle payroll tax withholding (in shares) | (112,275) | ||||
Cancellation of shares used to settle payroll tax withholding | (826) | (826) | |||
Net loss | (45,791) | (45,791) | |||
Ending balance (in shares) at Mar. 31, 2022 | 53,980,608 | ||||
Ending balance at Mar. 31, 2022 | $ (10,220) | $ 5 | $ 452,093 | $ 0 | $ (462,318) |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (45,791) | $ (21,456) |
Adjustment to reconcile net loss to net cash used in operating activities | ||
Stock-based compensation | 3,943 | 2,478 |
Depreciation and amortization | 995 | 485 |
Non-cash lease expense | 192 | 159 |
Income from equity in unconsolidated joint venture | 0 | (440) |
Accreted interest on convertible note payable - related party | 543 | 0 |
Amortization of debt issuance cost | 87 | 0 |
Change in fair value, embedded derivative - related party | (7,695) | 0 |
Change in fair value, warrants liability - related party | (567) | 224 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 102 | 261 |
Inventory | 2,684 | 122 |
Accounts receivable | (768) | (184) |
Vendor deposits | (2,258) | (466) |
Security deposits | 11 | 20 |
Accounts payable | (1,172) | 789 |
Accrued expenses | 5,126 | 54 |
Accounts payable and accrued expenses - related parties | (1,200) | 8,719 |
Provision for firm purchase commitments | 0 | (1,585) |
Operating lease liabilities | (179) | (148) |
Contract liabilities | 2,074 | 750 |
Interest payable - related party | 1,544 | 0 |
Note payable | 167 | 0 |
Other | (570) | 515 |
Net cash used in operating activities | (42,732) | (9,703) |
Cash flows from investing activities | ||
Investment in notes receivable | 0 | (2,870) |
Investment in joint venture | 0 | (4,000) |
Purchases of property, plant and equipment | (5,132) | (4,490) |
Net cash used in investing activities | (5,132) | (11,360) |
Cash flows from financing activities | ||
Principal payments on finance (capital) lease obligations | (4) | |
Principal payments on finance (capital) lease obligations | (3) | |
Proceeds from exercise of public warrants | 7 | 0 |
Repurchase of shares from employees for income tax withholding purposes | (826) | 0 |
Repayment of other financing | 0 | (70) |
Repayment of equipment financing facility | (389) | 0 |
Net cash used in financing activities | (1,212) | (73) |
Net decrease in cash, cash equivalents and restricted cash | (49,076) | (21,136) |
Cash, cash equivalents and restricted cash, beginning of the period | 105,692 | 121,853 |
Cash, cash equivalents and restricted cash, end of the period | 56,616 | 100,717 |
Non-cash investing and financing activities | ||
Accrued and unpaid capital expenditures | 878 | 0 |
Right-of-use operating lease assets in exchange for lease liabilities | 2,112 | 3,662 |
Supplemental disclosures | ||
Cash paid for interest | $ 224 | $ 51 |
UNAUDITED CONDENSED CONSOLIDA_6
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Cash Flows [Abstract] | ||||
Cash and cash equivalents | $ 55,361 | $ 104,831 | $ 100,717 | |
Restricted cash | 1,255 | 861 | 0 | |
Total cash, cash equivalents and restricted cash | $ 56,616 | $ 105,692 | $ 100,717 | $ 121,853 |
Nature of Operations and Summar
Nature of Operations and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
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. (the “Company” or "Eos") designs, develops, manufactures, and sells innovative energy storage solutions for utility-scale microgrid, and commercial & industrial (“C&I”) applications. Eos has developed a broad range of intellectual property with multiple patents ranging from the unique battery chemistry, mechanical product design, energy block configuration and software operating system (battery management system). 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 focuses on developing and selling safe, reliable, long-lasting low-cost turn-key alternating current (“AC”) integrated systems using Eos’s direct current (“DC”) Battery System. The Company has a manufacturing facility in Turtle Creek, Pennsylvania to produce DC energy blocks with an integrated BMS. The Company’s primary markets focus on integrating battery storage solutions with (1) renewable energy systems that are connected to the utility power grid (2) renewable energy systems that are not connected to the utility power grid (3) renewable energy systems utilized to relieve congestion and (4) storage systems to assist C&I customers in reducing their peak energy usage or participating in the utilities ancillary and demand response markets. The Company’s major market is North America with opportunistic growth opportunities in Europe, Africa, and Asia. Unless the context otherwise requires, the use of the terms “Eos” “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. Liquidity and Going Concern The Company remains in the process of product commercialization and full-scale manufacturing development and, as such, has had limited revenue generating activities to date Accordingly, the Company has incurred significant recurring losses and net operating cash outflows from operations since inception. Operating expenses consist primarily of costs related to the Company’s sales of its products, research and development costs and recurring general and administrative expenses. Management and the Company’s Board of Directors anticipate the Company will eventually reach a scale of profitability through the sale of battery storage systems and other complementary products and services, and therefore the Company believes the current stage of the Company’s lifecycle justifies continued intensive investment in the development and launch of products. Accordingly, the Company expects to continue to incur significant losses and net operating cash outflows from operations for the foreseeable future and to continue to require additional capital to fund the Company’s operations and obligations as they become due, including funding necessary to continue to scale up the Company’s operations to allow for the delivery of order backlog, to secure additional order opportunities for its battery storage systems, and to continue to invest in research and development. As of March 31, 2022, Eos had total assets of $126,859, which includes total cash and cash equivalents of $55,361, total liabilities of $137,079, which includes the total amounts owed on the Company’s outstanding convertible notes payable of $77,083 (see Note 14), notes payable of $18,862 (see Note 15) and long-term debt of $5,982 (see Note 16) and a total accumulated deficit of $(462,318), which is primarily attributable to the significant recurring losses the Company has accumulated since inception. The Company has historically relied on outside capital to fund its cost structure and expects this reliance to continue for the foreseeable future until the Company reaches a scale of profitability through its planned revenue generating activities. However, as of the date the accompanying financial statements were issued, management concluded that the Company did not have sufficient capital on hand to support its current cost structure for one year after the date the accompanying financial statements were issued. Based on our current projections, the Company will need to secure additional capital, increase revenues or defer or reduce cash expenditures in the second quarter of 2022 to continue our operations. The Company believes these uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. If the Company is unable to raise additional capital, on acceptable terms or at all, the Company may have to significantly delay, scale back or ultimately discontinue the development or commercialization of its product and/or consider a sale or other strategic transaction. The Company continues to pursue various funding options to raise additional capital to support its operations. As previously reported, the Company has moved through Part I of the application under the U.S. Department of Energy’s Loan Guarantee Solicitation for Applications for Renewable Energy Projects and Efficient Energy Projects (the “DOE Loan Program”), and currently anticipates submitting an application under Part II of the loan program in the second quarter of 2022. In addition, in April, the Company entered into a $200,000 common stock standby equity purchase agreement (the “SEPA”) with an affiliate of Yorkville Advisors (“Yorkville”). The SEPA gives Eos the right, but not the obligation, to sell up to $200,000 of common equity to an affiliate of Yorkville at times of Eos’ choosing during the two-year term of the agreement. The SEPA provides for shares to be issued to the investor at a discounted price of 97.0% of the 3-day volume-weighted average price following notification to the investor that the Company wishes to draw upon the facility (each, an “advance”). Furthermore, the SEPA allows for pre-advance loans in the aggregate principal amount not to exceed $50,000 per loan, pursuant to a promissory note subject to the mutual consent of the parties. Pre-advance loans must be repaid with the proceeds from sales of equity to Yorkville, to the extent outstanding at the time of an advance, or otherwise in cash. The Company’s rights to sell stock to the affiliate of Yorkville are subject to certain limitations, including that Yorkville may not purchase any shares that would result in it owning (1) more than 9.99% of the Company’s outstanding common stock at the time of an advance or (2) 19.99% of the Company’s outstanding common stock as of April 28, 2022 (the “Exchange Cap”), provided that the Exchange Cap does not apply to any sales of common stock under the SEPA that equal or exceed $2.15 per share. There can be no assurance that the Company will successfully complete Part II of the DOE Loan Program or that the Company will be able to utilize the SEPA to its full $200,000 capacity, or otherwise be able to obtain new funding from other sources on terms acceptable to us, on a timely basis, or at all. The accompanying consolidated financial statements have been prepared on the basis that we will continue to operate as a going-concern, which contemplates we will be able to realize assets and settle liabilities and commitments in the normal course of business for the foreseeable future. The accompanying financial statements do not include any adjustments that may result from the outcome of these uncertainties. Basis of Presentation The unaudited condensed consolidated 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 condensed 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 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 consolidated financial statements, and the notes thereto, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. These interim results are not necessarily indicative of results for the full year. Reclassification o f Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. Recently Adopted Accounting Pronouncements On January 1, 2021, the Company adopted ASU 2016-02, Leases ("Topic 842"), using the transition method introduced by ASU 2018-11, which does not require revisions to comparative periods. Adoption of the new standard resulted in the recording of lease assets and lease liabilities of $3,662 and $4,465, respectively, as of January 1, 2021. The difference between the lease assets and lease liabilities primarily relates to deferred rent recorded in accordance with the previous leasing guidance. The new standard did not materially impact our consolidated statements of operations or statements of cash flows. On January 1, 2021, the Company adopted ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326), and the subsequent amendments. The standard sets forth an expected credit loss model which requires the measurement of expected credit losses for financial instruments based on historical experience, current conditions and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost, and certain off-balance sheet credit exposures. The adoption of this standard did not have a material impact on our consolidated financial statements. Recent Accounting Pronouncements As of March 31, 2022, we implemented all applicable new accounting standards and updates issued by the Financial Accounting Standards Board ("FASB") that were in effect. There were no new standards or updates adopted during the three months ended March 31, 2022 that had a material impact on our condensed consolidated financial statements. |
Acquisition
Acquisition | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition | Acquisition As previously reported, on April 8, 2021, the Company entered into a unit purchase agreement (the “Purchase Agreement”) with Holtec Power, Inc. (“Holtec”), in accordance with the terms and conditions of which the Company purchased from Holtec the remaining 51% interest in HI-POWER, LLC (“Hi-Power”) that was not already owned by the Company. Hi-Power was incorporated as a joint venture between the Company and Holtec in 2019 (refer to Note 7). In connection with the transaction, the Company also entered into a transition services agreement and a sublease with Holtec. The transaction closed on April 9, 2021 (“Acquisition Date”). Following the consummation of the transactions set forth in the Purchase Agreement (the “Transactions”), Hi-Power became a 100% indirect, 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 pay an aggregate purchase price of $25,000 for 51% interest in Hi-Power, pursuant to the following schedule: $5,000 on each of May 31, 2021, May 31, 2022, May 31, 2023, May 31, 2024, and May 31, 2025, evidenced by a secured promissory note secured by the assets of the Company. The Purchase Agreement also required that the Company pay to Holtec, on the closing of the Transactions, an amount in cash equal to $10,283. Payments to Holtec under this Purchase Agreement totaled $35,283. The fair value of these payments was $33,474 at the Acquisition Date and included $32,750 allocated to the termination of a pre-existing agreement with Holtec and $724 allocated to the acquisition. The obligations and rights of both parties under the pre-existing Joint Venture Agreement were terminated at the time of acquisition and $32,750 of the fair value of the consideration transferred was allocated to the termination of such agreement, which resulted in a loss on the pre-existing agreement of $— and $7,852 for the three months ended March 31, 2022 and 2021, respectively. The Company had paid $10,283 on the date of closing and $5,000 on May 31, 2021. The present value of the remaining obligation was recorded as debt, which as of March 31, 2022 includes a current portion of $4,970 and a long-term portion of $13,892. Prior to the acquisition of the remaining 51% ownership interest in Hi-Power, the Company accounted for its initial 49% ownership interest in Hi-Power as an unconsolidated joint venture under the equity method of accounting (refer to Note 7). In connection with the acquisition of the remaining 51% ownership interest in Hi-Power, our condensed consolidated financial statements now include all of the accounts of Hi-Power, and all intercompany balances and transactions have been eliminated in consolidation. The results of operations of Hi-Power have been included in the Company’s condensed consolidated financial statements since the date of acquisition. The consideration transferred for our now 100% ownership interest in connection with this acquisition, net of intercompany balances between the Company and Hi-Power, totaled $418, of which $205 represents the fair value of our previously held 49% ownership interest in Hi-Power. In accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations , we remeasured our previously held 49% ownership interest in Hi-Power at its acquisition date fair value. As of the acquisition date, a loss of $7,480 was recognized in earnings for the remeasurement of our previously held 49% ownership interest. The following table summarizes the final allocation of the purchase price to the fair values of the assets acquired and liabilities assumed as of the Acquisition Date. There were no material changes to the purchase price allocation during the three months ended March 31, 2022. Amount Inventory $ 2,666 Vendor deposits 818 Property, plant and equipment, net 74 Goodwill 4,331 Accounts payable and accrued expenses (3,634) Provision for firm purchase commitments (3,890) Net assets acquired, net of cash and cash equivalents of $53 1 $ 365 The Company expects the goodwill recognized as part of the acquisition will be deductible for U.S. income tax purposes. The Company also incurred insignificant non-consideration acquisition expenses including legal and accounting services related to the acquisition, which are recorded in selling, general and administrative expenses on the Company’s condensed consolidated statements of operations. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition The Company primarily earns revenue from sales of its energy storage systems and services including installation, commissioning, and extended warranty services. Product revenues, which were recognized at a point in time, were $3,293 and $164 for the three months ended March 31, 2022 and 2021, respectively and service revenues, which were recognized over time, were $5 and $— for the three months ended March 31, 2022 and 2021, respectively. For the three months ended March 31, 2022, we had three customers who accounted for 43.6%, 31.5% and 15.1% of the total revenue. For the three months ended March 31, 2021, we had one customer who accounted for 100% of the total revenue. Contract assets and Contract liabilities The following table provides information about contract assets and contract liabilities from contracts with customers. Contract assets are included in other current assets and contract liabilities are included separately on the condensed consolidated balance sheets. March 31, December 31, Contract assets $ 938 $ 1,369 Contract liabilities $ 2,923 $ 849 The Company recognizes contract assets for certain contracts in which revenue recognition performance obligations have been satisfied however, invoicing to the customer has not yet occurred. Contract liabilities primarily relate to advance consideration received from customers in advance of the Company’s 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 assets decreased by $431 during the three months ended March 31, 2022 due to reclassifications to accounts receivable from billings on existing contracts. Contract liabilities increased by $2,074 during the three months ended March 31, 2022, reflecting $2,170 in customer billings, which were not recognized as revenue during the period, offset by the recognition of $96 of revenue during the three months ended March 31, 2022 that was included in the contract liability balance at the beginning of the period. Contract liabilities increased by $750 during the three months ended March 31, 2021 due to the timing of customer invoices in relation to the timing of revenue recognized. The Company recognized $— of revenue during the three months ended March 31, 2021 that was included in the contract liability balance at the beginning of the period. Contract liabilities of $1,763 as of March 31, 2022 are expected to be recognized within the next twelve months. $1,160 of long-term contract liabilities are expected to be recognized as revenue during 2023. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory The following table provides information about inventory balances: March 31, December 31, Raw materials $ 9,833 $ 11,898 Work-in-process 227 43 Finished goods 232 1,035 Total Inventory, net $ 10,292 $ 12,976 |
Property, Plant and Equipment,
Property, Plant and Equipment, net | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, net | Property, Plant and Equipment, net As of March 31, 2022 and December 31, 2021, property, plant and equipment, net consisted of the following: 2022 2021 Useful lives Equipment $ 14,691 $ 13,489 3 — 10 years Finance lease 226 226 5 years Furniture 1,152 808 5 — 10 years Leasehold Improvements 3,153 2,933 Lesser of useful life/remaining lease Tooling 3,211 3,053 2 — 3 years Total 22,433 20,509 Less: Accumulated Depreciation (7,913) (7,619) Total Property, Plant and Equipment, net $ 14,520 $ 12,890 |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2022 | |
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. For the three months ended March 31, 2022 and 2021, the Company recorded amortization expenses of $10 for each period related to patents. Estimated future amortization expense of intangible assets as of March 31, 2022 are as follows: Remainder of 2022 $ 30 2023 40 2024 40 2025 40 2026 40 Thereafter 80 Total $ 270 |
Investment in unconsolidated jo
Investment in unconsolidated joint venture | 3 Months Ended |
Mar. 31, 2022 | |
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 had 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. Eos’s initial ownership interest was 49%. On April 9, 2021, the Company acquired the remaining 51% ownership interest and Hi-Power became a wholly-owned subsidiary thereafter. Refer to Note 2 for the acquisition details. For the three months ended March 31, 2022 and 2021, contributions made to the JV were $— and $4,000, respectively. The investment income recognized from the unconsolidated joint venture under the equity method of accounting was $— and $440 for the three months ended March 31, 2022 and 2021, respectively. |
Notes receivable, net and Varia
Notes receivable, net and Variable interest entities (“VIEs”) consideration | 3 Months Ended |
Mar. 31, 2022 | |
Receivables [Abstract] | |
Notes receivable, net and Variable interest entities (“VIEs”) consideration | Notes receivable, net 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 $3,619 and $3,650 outstanding as of March 31, 2022 and December 31, 2021, respectively. As of March 31, 2022 and December 31, 2021, the Company recorded an allowance for expected credit loss from the notes receivable of $7 and $6, respectively. The customers to whom we offer financing through notes receivables are VIEs. However, the Company is not the 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, Consolidation. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | . Commitments and Contingencies Lease Commitments The Company has lease commitments under lease agreements. Refer to Note 19 for discussion. Firm Purchase Commitments To ensure adequate and timely supply of raw material for production, the Company, from time to time, enters into non-cancellable purchase contracts with vendors. As of March 31, 2022, the Company had open purchase commitments of $1,724 under these contracts. Legal proceedings As of March 31, 2022, the Company remains under a previously-reported investigation by the U.S. Department of Justice (“DOJ”) for underpayment of certain custom duties from the past years for the imports of supplies from international vendors. As of the date of this report, no complaint has been filed against the Company. The Company accrued $900 for the probable loss included in accrued expenses on the condensed consolidated balance sheets as of March 31, 2022. However, at this time, it is difficult to predict the final outcome or resolution of any claims. In April 2022, the Company received a subpoena from the U.S. Securities and Exchange Commission requesting information regarding a variety of matters, including negotiations and agreements with customers and the Company’s disclosures to investors. The Company is fully cooperating with the investigation, which is at an early stage, and is endeavoring to address all inquiries raised by the SEC staff as expeditiously as possible. |
Grant Expense, Net
Grant Expense, Net | 3 Months Ended |
Mar. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Grant Expense, Net | Grant Expense, Net The Company was approved for two grants by the California Energy Commission (CEC) totaling approximately $7,000. In accordance with the grant agreements, we are responsible for conducting studies to demonstrate the benefits of certain energy-saving technologies to utility companies and consumers in the State of California and are entitled to receive portions of the grants based upon expenses incurred by the Company. For the three months ended March 31, 2022 and 2021, the Company recorded grant expense, net of $173 and $8, respectively, which comprised of grant income of $26 and $329 and grant costs of $199 and $337. For the three months ended of March 31, 2022 and 2021, Eos has received no payments from the CEC. As of March 31, 2022 and December 31, 2021, the Company had grant receivable in the amounts of $1,046 and $1,020, respectively. The expenses incurred by the Company related to the performance of studies in accordance with the respective grant agreements are offset, against the grants revenue received or receivable from the CEC for which the grant is intended to compensate the Company. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the three months ended March 31, 2022 and 2021, the reported income tax benefit was $42 and $—, respectively, and differs from the amount computed by applying the statutory U.S. federal income tax rate of 21% to the loss before income taxes due to non-taxable gains, foreign operations, and pre-tax losses for which no tax benefit can be recognized for U.S. 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 the Company 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 the Company will be able to utilize its U.S. deferred tax assets at March 31, 2022 and December 31, 2021 due to cumulative losses. Therefore, the Company has a valuation allowance against its net deferred tax assets. As of March 31, 2022 and December 31, 2021, the Company has unrecognized tax benefits associated with uncertain tax positions that, if recognized, would not affect the effective tax rate on income from continuing operations. The Company is not currently under examination by any taxing jurisdiction, and none of the uncertain tax positions are expected to reverse within the next 12 months. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Convertible Note Payable In July 2021, the Company issued $100,000 aggregate principal amount of convertible notes to Spring Creek Capital, LLC, a wholly-owned, indirect subsidiary of Koch Industries, Inc (the “2021 Convertible Note” or the “Notes”). In connection with the 2021 Convertible Note, the Company paid $3,000 to B. Riley Securities, Inc., a related party, who acted as a placement agent. This transaction was reviewed and approved as a related party transaction. As of December 31, 2021, interest expense of $2,900 from the 2021 Convertible Note was recorded as convertible notes - related party on the condensed consolidated balance sheets. For the three months ended March 31, 2022 and 2021, interest expense of $2,174 and $— was recorded for the 2021 Convertible Note. The change in fair value of the embedded derivative of $7,695 was recorded for the three months ended March 31, 2022 on the condensed consolidated statements of operations. As of March 31, 2022 and December 31, 2021, interest payable of $1,544 and $— was recorded as interest payable - related party on the condensed consolidated balance sheets. Refer to Note 14 for more information. Loss on pre-existing agreement For the three months ended March 31, 2022 and 2021, $— and $7,852 was charged to loss on pre-existing agreement in connection with the acquisition of Hi-Power, respectively. Refer to Note 2 for the acquisition details. Disgorgement of short swing profits For the three months ended March 31, 2021, the Company received $432 from its then affiliated company B. Riley Securities, Inc resulting from disgorgement of short swing profits under Section 16 (b) of the Exchange Act. This amount was recognized as an increase to Additional Paid in Capital as a capital contribution from stockholder when it was earned. Warrants liability The Company has private warrants issued to an affiliated company owned by B. Riley Financial, Inc. as of March 31, 2022 and December 31, 2021. Refer to Note 17 for details. Settlement Agreement As disclosed at the time of the Merger Agreement, prior to the execution and delivery of the Merger Agreement, certain unitholders of EES (“Hellman Parties”) asserted claims (“Threatened Claims”) against another director and affiliated investors, including AltEnergy Storage VI, LLC (the "Securityholder Representative"), questioning the dilutive effect of certain historical security issuances on the former EES common unitholders. Under the Merger Agreement, the Securityholder Representative had the obligation to defend against the Threatened Claims, and the Company had the obligation to advance or cause to be advanced to the Securityholder Representative up to $5,000 of defense costs, subject to a deductible of $2,000 (the "Deductible"), in connection with the investigation, defense, or settlement of any Threatened Claims. The Deductible was to be borne by the Company, and any additional amounts advanced were reimbursable by the former unitholders of EES. On December 1, 2021, a Settlement Agreement was entered into between Hellman Parties and the Securityholder Representative pursuant to which, 300,000 Eos Shares (“Settlement Shares”) were to be transferred to the Hellman parties from the EES unitholders at the time of merger. On December 28, 2021, the independent members of the Company’s Board of Directors approved a contribution of $1,200 towards the Settlement based on their determination that, among other reasons, this contribution (i) would ensure that the Company would not have to spend the entire $2,000 Deductible towards the costs of defense if the litigation were to continue, (ii) would avoid the distraction, uncertainty, and overhang of litigation relating to the Mergers, (iii) would benefit the Company’s future relationships with its long-term investors, and (iv) would generate future goodwill with such investors during an important growth stage of the Company. Because the Company’s contribution benefited certain Eos shareholders at the time of the Merger Agreement, including AltEnergy LLC and B. Riley Financial Inc, this transaction was reviewed and approved as a related party transaction. On December 29, 2021, an amendment to the Settlement Agreement was entered into, pursuant to which, $1,200 of the value represented by the Settlement Shares was to be paid in cash, representing the equivalent of 140,023 of the Settlement Shares. The Company accrued $1,200 in accounts payable and accrued expenses - related party on December 31, 2021, which has been paid on January 4, 2022. The remaining 159,977 in Settlement Shares were transferred to the Hellman Parties from the former EES unitholders, on a pro rata basis, on December 29, 2021. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses As of March 31, 2022 and December 31, 2021, accrued expenses consisted of the following: March 31, 2022 December 31, 2021 Accrued payroll $ 5,696 $ 3,069 Warranty reserve 3,240 2,112 Accrued legal and professional expenses 2,277 826 Other 1,585 1,667 Total $ 12,798 $ 7,674 The following table summarizes warranty reserve activity for the three months ended March 31, 2022. March 31, 2022 Warranty reserve - beginning of period $ 2,112 Additions for current year deliveries 673 Changes in the estimate of warranty reserve 955 Warranty costs incurred (500) Warranty reserve - end of period $ 3,240 |
Convertible Note Payable - Rela
Convertible Note Payable - Related party | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Note Payable - Related party | Convertible Note Payable - Related party As previously reported, on July 6, 2021, the Company entered into an investment agreement (the “Investment Agreement”) with Spring Creek Capital, LLC, a wholly-owned, indirect subsidiary of Koch Industries providing for the issuance and sale to Koch Industries of convertible notes in the aggregate principal amount of $100,000 (“2021 Convertible Note”). The transactions contemplated by the Investment Agreement closed on July 7, 2021 (the “Issue Date”). The Maturity Date of the 2021 Convertible Note is June 30, 2026, subject to earlier conversion, redemption, or repurchase. The Company estimated the fair value of the embedded conversion feature using a binomial lattice model at the inception and on subsequent valuation dates. This model incorporates inputs such as the stock price of the Company, dividend yield, risk-free interest rate, the effective debt yield and expected volatility. The effective debt yield and volatility involve unobservable inputs classified as Level 3 of the fair value hierarchy. Refer to Note 20 for definition of the fair value hierarchy. The assumptions used to determine the fair value of the embedded conversion feature as of December 31, 2021 and March 31, 2022 and are as follows: March 31, 2022 December 31, 2021 Term 4.25 years 4.5 years Dividend yield — % — % Risk-free interest rate 2.4 % 1.2 % Volatility 65.0 % 60.0 % Effective debt yield 20.5 % 19.0 % As of March 31, 2022 and December 31, 2021, the fair value of the embedded conversion feature was $4,664 and $12,359, respectively. The Company recognized a gain of $7,695 attributable to the change in fair value of the embedded conversion feature for the three months ended March 31, 2022. The following table summarizes interest expense recognized for the three months ended March 31, 2022: March 31, 2022 Contractual interest expense $ 1,544 Amortization of debt discount 543 Amortization of debt issuance costs 87 Total $ 2,174 The 2021 Convertible Note as of March 31, 2022 and December 31, 2021 was comprised of the following: March 31, 2022 December 31, 2021 Principal $ 102,900 $ 102,900 Unamortized debt discount (27,778) (28,321) Unamortized debt issuance costs (2,703) (2,790) Embedded conversion feature 4,664 12,359 Aggregate carrying value $ 77,083 $ 84,148 As of the date of this report, the Company intends to repay the contractual interest due on June 30, 2022 and December 30, 2022 in-kind and the remaining interest in cash. Therefore, as of March 31, 2022 and December 31, 2021, interest payable attributable to the 2021 Convertible Note of $1,544 and $— was recorded as interest payable - Long-term debt consists of the outstanding balances from the previously-reported $25,000 equipment financing facility with Trinity Capital Inc. ("Trinity"). As of March 31, 2022, the Company had drawn $7,000 from the equipment financing facility with an effective interest rate of 14.3%. As of March 31, 2022 and December 31, 2021, total long-term debt was $5,982 and $6,371, with $1,703 and $1,644 of the principal recorded as a current liability on the condensed consolidated balance sheets, respectively. For the three months ended March 31, 2022, the Company recognized $219 as interest expense attributable to the equipment financing agreement. As of March 31, 2022, the unused commitment from the equipment financing facility was $18,000. |
Note Payable
Note Payable | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Note Payable | Note PayableIn connection with the Hi-Power acquisition (Refer to Note 2), the Company agreed to pay an aggregate purchase price of $25,000. $5,000 of the $25,000 purchase price was paid in May 2021. The fair value of the note payable was estimated using active market quotes, based on our current incremental borrowing rates for similar types of borrowing arrangements, which were Level 2 inputs. Refer to Note 20 for definition of the fair value hierarchy. Based on the analysis performed, the carrying value of the remaining payments of the note payable was recorded as debt, which includes a current portion of $4,970 and a long-term portion of $13,892 as of March 31, 2022. |
Long-term Debt
Long-term Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Convertible Note Payable - Related party As previously reported, on July 6, 2021, the Company entered into an investment agreement (the “Investment Agreement”) with Spring Creek Capital, LLC, a wholly-owned, indirect subsidiary of Koch Industries providing for the issuance and sale to Koch Industries of convertible notes in the aggregate principal amount of $100,000 (“2021 Convertible Note”). The transactions contemplated by the Investment Agreement closed on July 7, 2021 (the “Issue Date”). The Maturity Date of the 2021 Convertible Note is June 30, 2026, subject to earlier conversion, redemption, or repurchase. The Company estimated the fair value of the embedded conversion feature using a binomial lattice model at the inception and on subsequent valuation dates. This model incorporates inputs such as the stock price of the Company, dividend yield, risk-free interest rate, the effective debt yield and expected volatility. The effective debt yield and volatility involve unobservable inputs classified as Level 3 of the fair value hierarchy. Refer to Note 20 for definition of the fair value hierarchy. The assumptions used to determine the fair value of the embedded conversion feature as of December 31, 2021 and March 31, 2022 and are as follows: March 31, 2022 December 31, 2021 Term 4.25 years 4.5 years Dividend yield — % — % Risk-free interest rate 2.4 % 1.2 % Volatility 65.0 % 60.0 % Effective debt yield 20.5 % 19.0 % As of March 31, 2022 and December 31, 2021, the fair value of the embedded conversion feature was $4,664 and $12,359, respectively. The Company recognized a gain of $7,695 attributable to the change in fair value of the embedded conversion feature for the three months ended March 31, 2022. The following table summarizes interest expense recognized for the three months ended March 31, 2022: March 31, 2022 Contractual interest expense $ 1,544 Amortization of debt discount 543 Amortization of debt issuance costs 87 Total $ 2,174 The 2021 Convertible Note as of March 31, 2022 and December 31, 2021 was comprised of the following: March 31, 2022 December 31, 2021 Principal $ 102,900 $ 102,900 Unamortized debt discount (27,778) (28,321) Unamortized debt issuance costs (2,703) (2,790) Embedded conversion feature 4,664 12,359 Aggregate carrying value $ 77,083 $ 84,148 As of the date of this report, the Company intends to repay the contractual interest due on June 30, 2022 and December 30, 2022 in-kind and the remaining interest in cash. Therefore, as of March 31, 2022 and December 31, 2021, interest payable attributable to the 2021 Convertible Note of $1,544 and $— was recorded as interest payable - Long-term debt consists of the outstanding balances from the previously-reported $25,000 equipment financing facility with Trinity Capital Inc. ("Trinity"). As of March 31, 2022, the Company had drawn $7,000 from the equipment financing facility with an effective interest rate of 14.3%. As of March 31, 2022 and December 31, 2021, total long-term debt was $5,982 and $6,371, with $1,703 and $1,644 of the principal recorded as a current liability on the condensed consolidated balance sheets, respectively. For the three months ended March 31, 2022, the Company recognized $219 as interest expense attributable to the equipment financing agreement. As of March 31, 2022, the unused commitment from the equipment financing facility was $18,000. |
Warrants liability - Related Pa
Warrants liability - Related Party | 3 Months Ended |
Mar. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Warrants liability - Related Party | Warrants liability - Related PartyThe Private Placement Warrants issued to the Sponsor of BMRG in its initial public offering on May 22, 2020 became exercisable on May 22, 2021. The Private Placement Warrants are classified as Level 2 financial instruments in the fair value hierarchy. Refer to Note 20 for definition of 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 $359 and $926 as of March 31, 2022 and December 31, 2021, respectively. The change in fair value for the three months ended March 31, 2022 and 2021 amounted to $567 and $(224), respectively, which has been recognized in Change in fair value, warrants liability - related party in the Company’s condensed consolidated statements of operations. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense included in the condensed consolidated statements of operations was as follows: For the three months ended March 31, 2022 March 31, 2021 Stock options $ 911 $ 1,524 Restricted stock units 3,032 954 Total $ 3,943 $ 2,478 The stock compensation expense has been recorded in cost of goods sold, research and development expenses, and selling, general and administrative expenses in the condensed consolidated statements of operations. The following table summarizes stock option activity for the three months ended March 31, 2022: Units Weighted-Average Weighted-Average Options Outstanding at December 31, 2021 2,023,460 $ 9.51 6.3 Cancelled/Forfeited (51,369) $ 10.28 Options Outstanding at March 31, 2022 1,972,091 $ 9.49 5.8 Options Exercisable at March 31, 2022 1,179,834 $ 9.97 6.1 A summary of restricted stock units (RSU) activity during the three months ended March 31, 2022 is as follows: Units Weighted-Average RSU Outstanding at December 31, 2021 2,194,756 $ 16.36 Granted 1,149,280 $ 4.14 Cancelled/Forfeited (226,400) $ 11.65 Vested (305,651) $ 20.35 RSU Outstanding at March 31, 2022 2,811,985 $ 11.31 In 2022, the Company reserved an additional 537,866 shares for the Amended and Restated 2020 Incentive Plan. As of March 31, 2022 and December 31, 2021, 1,949,261 and 2,282,906 shares remain for future issuance, respectively. Options vest generally over three five three Unrecognized stock compensation expenses amounted to $28,662 and included $26,152 attributable to RSUs and $2,510 attributable to stock options. The weighted average vesting period for the stock options and RSUs was 1.3 years and 2.2 years as of March 31, 2022, respectively. No options were granted for the three months ended March 31, 2022. The weighted average assumptions used to determine the fair value of options granted in the three months ended March 31, 2021 were as follows: 2021 Volatility 57.43 % Risk free interest rate 1.11 % Expected life (years) 6.25 Dividend yield 0 % The RSUs issued were valued at the stock prices of the Company on the date of grant. The weighted average grant date fair value of all options granted was $9.49 per option for the three months ended March 31, 2021. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases On January 1, 2021, the Company adopted ASU 2016-02, Leases (“Topic 842”), and the related amendments (collectively “ASC 842”). The Company elected the modified retrospective approach, under which results and disclosures for periods before January 1, 2021 were not adjusted for the new standard and the cumulative effect of the change in accounting, is recognized through accumulated deficit at the date of adoption. Lessee The Company leases machinery, manufacturing facilities, office space, land, and equipment under both operating and finance leases. Lease assets and lease liabilities as of March 31, 2022 and December 31, 2021 were as follows: Leases Classification on Balance Sheet March 31, 2022 December 31, 2021 Assets ROU - operating lease assets Operating lease right-of-use asset, net $ 4,989 $ 3,468 Finance lease assets Property, plant and equipment, net 21 28 Total lease assets $ 5,010 $ 3,496 Classification on Balance Sheet March 31, 2022 December 31, 2021 Liabilities Current Operating lease liability Operating lease liability, current portion $ 899 $ 1,084 Finance lease liability Other current liabilities 6 8 Non-Current Operating lease liability Operating lease liability, long-term 4,943 3,224 Finance lease liability Other liabilities 15 17 Total lease liabilities $ 5,863 $ 4,333 Operating lease costs for the three months ended March 31, 2022 and 2021 were $192 and $159, respectively. As of March 31, 2022, the weighted average remaining term (in years) for the operating lease was 4.55 years and the weighted average discount rate was 9.8%. The weighted average remaining term (in years) for the finance lease was 3.70 years and the weighted average discount rate was 13.7%. Future maturity of lease liability are as follows: Operating lease Financing lease Total Remainder of 2022 $ 1,022 $ 7 $ 1,029 2023 1,543 8 1,551 2024 1,623 8 1,631 2025 1,707 8 1,715 2026 1,336 1 1,337 Later years — — — Total minimum lease payments $ 7,231 $ 32 $ 7,263 Less amounts representing interest 1,389 11 1,400 Present value of minimum lease payments $ 5,842 $ 21 $ 5,863 Lessor The Company leases energy storage systems to one customer with a 20-year term through sales-type leases. Leases offered by the Company include purchase options during the lease term with a bargain purchase option at the end of the term. At the time of accepting a lease that qualifies as a sales-type lease, the Company records the gross amount of lease payments receivable, estimated residual value of the leased equipment and unearned finance income. The unearned finance income is recognized interest income over the lease term using the interest method. |
Leases | Leases On January 1, 2021, the Company adopted ASU 2016-02, Leases (“Topic 842”), and the related amendments (collectively “ASC 842”). The Company elected the modified retrospective approach, under which results and disclosures for periods before January 1, 2021 were not adjusted for the new standard and the cumulative effect of the change in accounting, is recognized through accumulated deficit at the date of adoption. Lessee The Company leases machinery, manufacturing facilities, office space, land, and equipment under both operating and finance leases. Lease assets and lease liabilities as of March 31, 2022 and December 31, 2021 were as follows: Leases Classification on Balance Sheet March 31, 2022 December 31, 2021 Assets ROU - operating lease assets Operating lease right-of-use asset, net $ 4,989 $ 3,468 Finance lease assets Property, plant and equipment, net 21 28 Total lease assets $ 5,010 $ 3,496 Classification on Balance Sheet March 31, 2022 December 31, 2021 Liabilities Current Operating lease liability Operating lease liability, current portion $ 899 $ 1,084 Finance lease liability Other current liabilities 6 8 Non-Current Operating lease liability Operating lease liability, long-term 4,943 3,224 Finance lease liability Other liabilities 15 17 Total lease liabilities $ 5,863 $ 4,333 Operating lease costs for the three months ended March 31, 2022 and 2021 were $192 and $159, respectively. As of March 31, 2022, the weighted average remaining term (in years) for the operating lease was 4.55 years and the weighted average discount rate was 9.8%. The weighted average remaining term (in years) for the finance lease was 3.70 years and the weighted average discount rate was 13.7%. Future maturity of lease liability are as follows: Operating lease Financing lease Total Remainder of 2022 $ 1,022 $ 7 $ 1,029 2023 1,543 8 1,551 2024 1,623 8 1,631 2025 1,707 8 1,715 2026 1,336 1 1,337 Later years — — — Total minimum lease payments $ 7,231 $ 32 $ 7,263 Less amounts representing interest 1,389 11 1,400 Present value of minimum lease payments $ 5,842 $ 21 $ 5,863 Lessor The Company leases energy storage systems to one customer with a 20-year term through sales-type leases. Leases offered by the Company include purchase options during the lease term with a bargain purchase option at the end of the term. At the time of accepting a lease that qualifies as a sales-type lease, the Company records the gross amount of lease payments receivable, estimated residual value of the leased equipment and unearned finance income. The unearned finance income is recognized interest income over the lease term using the interest method. |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement The Company’s financial instruments consist of cash and cash equivalents, restricted cash, Private Placement Warrants, accounts receivable, notes receivable, contract assets, accounts payable, note payable, convertible note payable — related party, contract liabilities and long-term debt. Accounting standards establish a hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three levels. The fair value hierarchy gives the highest priority to quoted market prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Accounting standards require financial assets and liabilities to be classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and the exercise of this judgment may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. The carrying value of cash and cash equivalents, restricted cash, accounts receivable, contract assets, contract liabilities and accounts payable are considered to be representative of their fair value due to the short maturity of these instruments. The table below summarizes the fair values of certain liabilities that are included within our accompanying condensed consolidated balance sheets, and their designations among the three fair value measurement categories: March 31, 2022 December 31, 2021 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Liabilities Private Placement Warrants $ — $ 359 $ — $ — $ 926 $ — Embedded derivative liability within the 2021 Convertible Note $ — $ — $ 4,664 $ — $ — $ 12,359 The following table presents a roll-forward of the activity of all liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2022 and 2021. March 31, 2022 March 31, 2021 Balance at beginning of the period $ 12,359 $ — Change in fair value included in earnings (7,695) — Balance at end of the period $ 4,664 $ — The estimated fair value of financial instruments not carried at fair value in the condensed consolidated balance sheets was as follows: Level in fair value hierarchy March 31, 2022 December 31, 2021 Carrying Value Fair Value Carrying Value Fair Value Notes receivable 3 $ 3,619 $ 2,519 $ 3,650 $ 2,805 Note payable 3 $ 18,862 $ 14,973 $ 18,695 $ 14,607 Equipment financing facility 3 $ 5,982 $ 5,500 $ 6,371 $ 5,951 2021 Convertible Note without embedded derivative liability 3 $ 72,419 $ 61,036 $ 71,789 $ 61,866 |
Shareholders_ Equity (Deficit)
Shareholders’ Equity (Deficit) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Shareholders’ Equity (Deficit) | Shareholders’ Equity (Deficit) 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, 2022 and December 31, 2021, 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, 2022 and December 31, 2021, there were 53,980,608 and 53,786,632 shares of common stock 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 Earnout 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 year period, there are no triggering events, the Sponsor Earnout Shares will be forfeited and canceled for no consideration. If after the five year period, only the triggering event described in clause (a) above has occurred, the remaining 859,000 Sponsor Earnout Shares described in clause (b) will be forfeited and canceled for no consideration. 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, the Block B Sponsor Earnout Shares were released from restriction. Treasury Stock For the three months ended March 31, 2022 and 2021, the Company recorded treasury stock of $826 and $— for shares withheld from an employee to cover the payroll tax liability of RSUs vested. The treasury stock was immediately retired. 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. Each warrant entitles the holder to purchase a share of common stock at a price of $11.50 per share. For the three months ended March 31, 2022 and 2021, 600 and — Public Warrants were exercised, respectively. At March 31, 2022 and December 31, 2021, there were 7,001,654 and 7,002,254 Public Warrants outstanding. Earnings (loss) Per Share Basic earnings per share (“EPS”) is computed by dividing earnings available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Other potentially dilutive common shares, and the related impact to earnings, are considered when calculating EPS on a diluted basis. As we incurred a net loss for the three months ended March 31, 2022 and 2021, the potential dilutive shares from stock options, restricted stock units, warrants, and convertible redeemable notes were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented. Therefore, basic and diluted EPS are computed using the same number of weighted average shares for the three months ended March 31, 2022 and 2021. The following potentially dilutive shares were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented: For the three months ended March 31, 2022 2021 Stock options and restricted stock units 4,784,076 3,336,539 Warrants 7,326,654 9,075,000 Convertible Notes (if converted) 5,144,074 — |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events As previously reported, on April 7, 2022, as permitted by the Investment Agreement and to facilitate transferability, the Company reissued the 2021 Convertible Notes in an aggregate principal amount of $102,900, including $2,900 principal amount of the Notes representing interest previously paid in kind, pursuant to an indenture with Wilmington Trust, National Association, as trustee (the “ Indenture”), dated as of April 7, 2022. The terms of the notes remain the same as the 2021 Convertible Notes under the Investment Agreement. Effective May 1, 2022, as permitted under the Investment Agreement, Spring Creek Capital, LLC transferred its rights and obligations under the Investment Agreement to an affiliate. In April 2022, the Company received a subpoena from the U.S. Securities and Exchange Commission requesting information regarding a variety of matters, including negotiations and agreements with customers and the Company’s disclosures to investors. The Company is fully cooperating with the investigation, which is at an early stage, and is endeavoring to address all inquiries raised by the SEC staff as expeditiously as possible. |
Nature of Operations and Summ_2
Nature of Operations and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated financial statements 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 condensed 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 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 consolidated financial statements, and the notes thereto, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. These interim results are not necessarily indicative of results for the full year. |
Reclassification of Prior Year Presentation | Reclassification o f Prior Year Presentation |
Recently Adopted Accounting Pronouncements and Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements On January 1, 2021, the Company adopted ASU 2016-02, Leases ("Topic 842"), using the transition method introduced by ASU 2018-11, which does not require revisions to comparative periods. Adoption of the new standard resulted in the recording of lease assets and lease liabilities of $3,662 and $4,465, respectively, as of January 1, 2021. The difference between the lease assets and lease liabilities primarily relates to deferred rent recorded in accordance with the previous leasing guidance. The new standard did not materially impact our consolidated statements of operations or statements of cash flows. On January 1, 2021, the Company adopted ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326), and the subsequent amendments. The standard sets forth an expected credit loss model which requires the measurement of expected credit losses for financial instruments based on historical experience, current conditions and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost, and certain off-balance sheet credit exposures. The adoption of this standard did not have a material impact on our consolidated financial statements. Recent Accounting Pronouncements As of March 31, 2022, we implemented all applicable new accounting standards and updates issued by the Financial Accounting Standards Board ("FASB") that were in effect. There were no new standards or updates adopted during the three months ended March 31, 2022 that had a material impact on our condensed consolidated financial statements. |
Acquisition (Tables)
Acquisition (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the final allocation of the purchase price to the fair values of the assets acquired and liabilities assumed as of the Acquisition Date. There were no material changes to the purchase price allocation during the three months ended March 31, 2022. Amount Inventory $ 2,666 Vendor deposits 818 Property, plant and equipment, net 74 Goodwill 4,331 Accounts payable and accrued expenses (3,634) Provision for firm purchase commitments (3,890) Net assets acquired, net of cash and cash equivalents of $53 1 $ 365 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Information about Contract Liabilities from Contracts with Customers | The following table provides information about contract assets and contract liabilities from contracts with customers. Contract assets are included in other current assets and contract liabilities are included separately on the condensed consolidated balance sheets. March 31, December 31, Contract assets $ 938 $ 1,369 Contract liabilities $ 2,923 $ 849 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Components of Inventories | The following table provides information about inventory balances: March 31, December 31, Raw materials $ 9,833 $ 11,898 Work-in-process 227 43 Finished goods 232 1,035 Total Inventory, net $ 10,292 $ 12,976 |
Property, Plant and Equipment_2
Property, Plant and Equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Components of Property and Equipment | As of March 31, 2022 and December 31, 2021, property, plant and equipment, net consisted of the following: 2022 2021 Useful lives Equipment $ 14,691 $ 13,489 3 — 10 years Finance lease 226 226 5 years Furniture 1,152 808 5 — 10 years Leasehold Improvements 3,153 2,933 Lesser of useful life/remaining lease Tooling 3,211 3,053 2 — 3 years Total 22,433 20,509 Less: Accumulated Depreciation (7,913) (7,619) Total Property, Plant and Equipment, net $ 14,520 $ 12,890 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Estimated Future Amortization Expense of Intangible Assets | Estimated future amortization expense of intangible assets as of March 31, 2022 are as follows: Remainder of 2022 $ 30 2023 40 2024 40 2025 40 2026 40 Thereafter 80 Total $ 270 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | As of March 31, 2022 and December 31, 2021, accrued expenses consisted of the following: March 31, 2022 December 31, 2021 Accrued payroll $ 5,696 $ 3,069 Warranty reserve 3,240 2,112 Accrued legal and professional expenses 2,277 826 Other 1,585 1,667 Total $ 12,798 $ 7,674 |
Schedule of Product Warranty Liability | The following table summarizes warranty reserve activity for the three months ended March 31, 2022. March 31, 2022 Warranty reserve - beginning of period $ 2,112 Additions for current year deliveries 673 Changes in the estimate of warranty reserve 955 Warranty costs incurred (500) Warranty reserve - end of period $ 3,240 |
Convertible Note Payable - Re_2
Convertible Note Payable - Related party (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt Instrument, Fair Value Assumptions | The assumptions used to determine the fair value of the embedded conversion feature as of December 31, 2021 and March 31, 2022 and are as follows: March 31, 2022 December 31, 2021 Term 4.25 years 4.5 years Dividend yield — % — % Risk-free interest rate 2.4 % 1.2 % Volatility 65.0 % 60.0 % Effective debt yield 20.5 % 19.0 % |
Interest Income and Interest Expense Disclosure | The following table summarizes interest expense recognized for the three months ended March 31, 2022: March 31, 2022 Contractual interest expense $ 1,544 Amortization of debt discount 543 Amortization of debt issuance costs 87 Total $ 2,174 |
Summary of Balances Recognized upon Issuance of Convertible Notes | The 2021 Convertible Note as of March 31, 2022 and December 31, 2021 was comprised of the following: March 31, 2022 December 31, 2021 Principal $ 102,900 $ 102,900 Unamortized debt discount (27,778) (28,321) Unamortized debt issuance costs (2,703) (2,790) Embedded conversion feature 4,664 12,359 Aggregate carrying value $ 77,083 $ 84,148 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Cost by Plan | Stock-based compensation expense included in the condensed consolidated statements of operations was as follows: For the three months ended March 31, 2022 March 31, 2021 Stock options $ 911 $ 1,524 Restricted stock units 3,032 954 Total $ 3,943 $ 2,478 |
Summary of Outstanding Stock Option Activity | The following table summarizes stock option activity for the three months ended March 31, 2022: Units Weighted-Average Weighted-Average Options Outstanding at December 31, 2021 2,023,460 $ 9.51 6.3 Cancelled/Forfeited (51,369) $ 10.28 Options Outstanding at March 31, 2022 1,972,091 $ 9.49 5.8 Options Exercisable at March 31, 2022 1,179,834 $ 9.97 6.1 |
Share-based Payment Arrangement, Restricted Stock Unit, Activity | A summary of restricted stock units (RSU) activity during the three months ended March 31, 2022 is as follows: Units Weighted-Average RSU Outstanding at December 31, 2021 2,194,756 $ 16.36 Granted 1,149,280 $ 4.14 Cancelled/Forfeited (226,400) $ 11.65 Vested (305,651) $ 20.35 RSU Outstanding at March 31, 2022 2,811,985 $ 11.31 |
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 were as follows: 2021 Volatility 57.43 % Risk free interest rate 1.11 % Expected life (years) 6.25 Dividend yield 0 % The RSUs issued were valued at the stock prices of the Company on the date of grant. |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Assets And Liabilities, Lessee | Lease assets and lease liabilities as of March 31, 2022 and December 31, 2021 were as follows: Leases Classification on Balance Sheet March 31, 2022 December 31, 2021 Assets ROU - operating lease assets Operating lease right-of-use asset, net $ 4,989 $ 3,468 Finance lease assets Property, plant and equipment, net 21 28 Total lease assets $ 5,010 $ 3,496 Classification on Balance Sheet March 31, 2022 December 31, 2021 Liabilities Current Operating lease liability Operating lease liability, current portion $ 899 $ 1,084 Finance lease liability Other current liabilities 6 8 Non-Current Operating lease liability Operating lease liability, long-term 4,943 3,224 Finance lease liability Other liabilities 15 17 Total lease liabilities $ 5,863 $ 4,333 |
Lessee, Operating Lease, Liability, Maturity | Future maturity of lease liability are as follows: Operating lease Financing lease Total Remainder of 2022 $ 1,022 $ 7 $ 1,029 2023 1,543 8 1,551 2024 1,623 8 1,631 2025 1,707 8 1,715 2026 1,336 1 1,337 Later years — — — Total minimum lease payments $ 7,231 $ 32 $ 7,263 Less amounts representing interest 1,389 11 1,400 Present value of minimum lease payments $ 5,842 $ 21 $ 5,863 |
Finance Lease, Liability, Fiscal Year Maturity | Future maturity of lease liability are as follows: Operating lease Financing lease Total Remainder of 2022 $ 1,022 $ 7 $ 1,029 2023 1,543 8 1,551 2024 1,623 8 1,631 2025 1,707 8 1,715 2026 1,336 1 1,337 Later years — — — Total minimum lease payments $ 7,231 $ 32 $ 7,263 Less amounts representing interest 1,389 11 1,400 Present value of minimum lease payments $ 5,842 $ 21 $ 5,863 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The table below summarizes the fair values of certain liabilities that are included within our accompanying condensed consolidated balance sheets, and their designations among the three fair value measurement categories: March 31, 2022 December 31, 2021 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Liabilities Private Placement Warrants $ — $ 359 $ — $ — $ 926 $ — Embedded derivative liability within the 2021 Convertible Note $ — $ — $ 4,664 $ — $ — $ 12,359 |
Liabilities measured at fair value on recurring basis using significant unobservable inputs (Level 3) | The following table presents a roll-forward of the activity of all liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2022 and 2021. March 31, 2022 March 31, 2021 Balance at beginning of the period $ 12,359 $ — Change in fair value included in earnings (7,695) — Balance at end of the period $ 4,664 $ — |
Fair Value, Liabilities Measured on Recurring Basis | The estimated fair value of financial instruments not carried at fair value in the condensed consolidated balance sheets was as follows: Level in fair value hierarchy March 31, 2022 December 31, 2021 Carrying Value Fair Value Carrying Value Fair Value Notes receivable 3 $ 3,619 $ 2,519 $ 3,650 $ 2,805 Note payable 3 $ 18,862 $ 14,973 $ 18,695 $ 14,607 Equipment financing facility 3 $ 5,982 $ 5,500 $ 6,371 $ 5,951 2021 Convertible Note without embedded derivative liability 3 $ 72,419 $ 61,036 $ 71,789 $ 61,866 |
Shareholders_ Equity (Deficit)
Shareholders’ Equity (Deficit) (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Antidilutive Shares Excluded from Calculation of Earnings Per Share | The following potentially dilutive shares were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented: For the three months ended March 31, 2022 2021 Stock options and restricted stock units 4,784,076 3,336,539 Warrants 7,326,654 9,075,000 Convertible Notes (if converted) 5,144,074 — |
Nature of Operations and Summ_3
Nature of Operations and Summary of Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 28, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Jan. 01, 2021 |
Subsequent Event [Line Items] | |||||
Assets | $ 126,859 | $ 169,175 | |||
Cash and cash equivalents | 55,361 | 104,831 | $ 100,717 | ||
Liabilities | 137,079 | 136,728 | |||
Convertible note payable - related party | 77,083 | 84,148 | |||
Notes payable | 18,862 | ||||
Other long-term debt | 5,982 | ||||
Accumulated deficit | (462,318) | (416,527) | |||
Operating lease right-of-use asset, net | 4,989 | $ 3,468 | $ 3,662 | ||
Present value of minimum lease payments | $ 5,842 | $ 4,465 | |||
Subsequent event | Standby Equity Purchase Agreement | |||||
Subsequent Event [Line Items] | |||||
Common stock standby equity purchase agreement | $ 200,000 | ||||
Agreement term | 2 years | ||||
Share price as percentage of market price | 97.00% | ||||
Maximum borrowing capacity under agreement | $ 50,000 | ||||
Sale of stock, percentage of ownership after transaction | 9.99% | ||||
Sale of stock ownership threshold after exchange cap percent | 19.99% | ||||
Sale of stock, price per share (in dollars per share) | $ 2.15 |
Acquisition - Narrative (Detail
Acquisition - Narrative (Details) - USD ($) $ in Thousands | May 31, 2021 | May 01, 2021 | Apr. 09, 2021 | Apr. 08, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Aug. 31, 2019 |
Business Acquisition [Line Items] | ||||||||
Loss on pre-existing agreement | $ 0 | $ 7,852 | ||||||
Long-term debt, current portion | 1,703 | $ 1,644 | ||||||
Long-term debt, excluding current portion | $ 4,279 | $ 4,727 | ||||||
Hi-Power | ||||||||
Business Acquisition [Line Items] | ||||||||
Initial ownership interest | 100.00% | 49.00% | 49.00% | 49.00% | ||||
Notes Payable | Hi-Power Purchase Agreement | ||||||||
Business Acquisition [Line Items] | ||||||||
Long-term debt, current portion | $ 4,970 | |||||||
Long-term debt, excluding current portion | $ 13,892 | |||||||
Hi-Power | ||||||||
Business Acquisition [Line Items] | ||||||||
Percentage of voting interests acquired | 51.00% | 51.00% | 51.00% | |||||
Aggregate purchase price | $ 25,000 | |||||||
Consideration transferred, liabilities incurred | $ 5,000 | |||||||
Amount due at closing | $ 5,000 | |||||||
Payment to terminate agreement | 724 | |||||||
Consideration transferred | $ 418 | |||||||
Fair value of previously held ownership interest | 205 | |||||||
Loss on remeasurement | $ 7,480 | |||||||
Hi-Power | Holtec Power, Inc. | ||||||||
Business Acquisition [Line Items] | ||||||||
Aggregate purchase price | 35,283 | |||||||
Amount due at closing | 10,283 | |||||||
Fair value | 33,474 | |||||||
Payment to terminate agreement | $ 32,750 |
Acquisition - Related Fair Valu
Acquisition - Related Fair Values (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Apr. 09, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 4,331 | $ 4,331 | |
Hi-Power | |||
Business Acquisition [Line Items] | |||
Inventory | $ 2,666 | ||
Vendor deposits | 818 | ||
Property, plant and equipment, net | 74 | ||
Goodwill | 4,331 | ||
Accounts payable and accrued expenses | (3,634) | ||
Provision for firm purchase commitments | (3,890) | ||
Net assets acquired, net of cash and cash equivalents of $53 | 365 | ||
Cash and cash equivalents | $ 53 |
Revenue Recognition - Informati
Revenue Recognition - Information about Contract Liabilities from Contracts with Customers (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Contract assets | $ 938 | $ 1,369 |
Contract liabilities | $ 2,923 | $ 849 |
Revenue Recognition - Narrative
Revenue Recognition - Narratives (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Total revenue | $ 3,298 | $ 164 | |
Increase (decrease) in contract asset | (431) | ||
Increase (decrease) in contract liabilities | 2,074 | 750 | |
Contract liabilities, due to billings | 2,170 | ||
Revenue recognized in contract liabilities | 96 | $ 0 | |
Contract liabilities | 2,923 | $ 849 | |
Contract liabilities, current portion | 1,763 | 849 | |
Contract liabilities, long-term | $ 1,160 | $ 0 | |
Revenue Benchmark | Customer 1 | Customer Concentration Risk | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Concentration risk percentage | 43.60% | 100.00% | |
Revenue Benchmark | Customer 2 | Customer Concentration Risk | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Concentration risk percentage | 31.50% | ||
Revenue Benchmark | Customer 3 | Customer Concentration Risk | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Concentration risk percentage | 15.10% | ||
Transferred at Point in Time | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Total revenue | $ 3,293 | $ 164 | |
Transferred over Time | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Total revenue | $ 5 | $ 0 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 9,833 | $ 11,898 |
Work-in-process | 227 | 43 |
Finished goods | 232 | 1,035 |
Total Inventory, net | $ 10,292 | $ 12,976 |
Property, Plant and Equipment_3
Property, Plant and Equipment, net - Components of Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment and finance lease right-of-use asset | $ 22,433 | $ 20,509 |
Less: Accumulated Depreciation | (7,913) | (7,619) |
Property and equipment, net | 14,520 | 12,890 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment and finance lease right-of-use asset | $ 14,691 | 13,489 |
Equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 3 years | |
Equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 10 years | |
Finance lease | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment and finance lease right-of-use asset | $ 226 | 226 |
Useful lives | 5 years | |
Furniture | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment and finance lease right-of-use asset | $ 1,152 | 808 |
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, plant, and equipment and finance lease right-of-use asset | $ 3,153 | 2,933 |
Tooling | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment and finance lease right-of-use asset | $ 3,211 | $ 3,053 |
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, Plant and Equipment_4
Property, Plant and Equipment, net - Narratives (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense related to property and equipment | $ 985 | $ 475 |
Intangible Assets - Narratives
Intangible Assets - Narratives (Details) - Patents - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
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, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2022 | $ 30 | |
2023 | 40 | |
2024 | 40 | |
2025 | 40 | |
2026 | 40 | |
Thereafter | 80 | |
Total | $ 270 | $ 280 |
Investment in unconsolidated _2
Investment in unconsolidated joint venture (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2022 | Mar. 31, 2021 | Apr. 09, 2021 | Apr. 08, 2021 | Aug. 31, 2019 | |
Schedule of Equity Method Investments [Line Items] | |||||
Contribution made to the JV | $ 0 | $ 4,000 | |||
Investment income (loss) from unconsolidated joint venture under the equity method of accounting | $ 0 | $ 440 | |||
Hi-Power | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Percentage of voting interests acquired | 51.00% | 51.00% | 51.00% | ||
Hi-Power | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Initial estimated financial commitment | $ 4,100 | ||||
Initial ownership interest | 49.00% | 100.00% | 49.00% | 49.00% |
Notes receivable, net and Var_2
Notes receivable, net and Variable interest entities (“VIEs”) consideration (Details) - Variable Interest Entity, not primary beneficiary - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Variable Interest Entity [Line Items] | ||
Loan commitment on the consolidated balance sheet | $ 3,619 | $ 3,650 |
Financing receivable, allowance for credit loss | $ 7 | $ 6 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Other Commitments [Line Items] | |
Loss contingency accrual | $ 900 |
Batteries | |
Other Commitments [Line Items] | |
Non-cancellable purchase commitment | $ 1,724 |
Grant Expense, Net (Details)
Grant Expense, Net (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022USD ($)grant | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | |
Other Income and Expenses [Abstract] | |||
Number of grants approved | grant | 2 | ||
Grants approval amount | $ 7,000 | ||
Grant expense, net | 173 | $ 8 | |
Grant income | 26 | 329 | |
Grant costs | 199 | 337 | |
Grant payments received | 0 | $ 0 | |
Grants receivable, current | $ 1,046 | $ 1,020 |
Income Taxes - Narratives (Deta
Income Taxes - Narratives (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Tax provision (benefit) | $ (42,000) | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Dec. 29, 2021 | Dec. 01, 2021 | Jul. 06, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 28, 2021 | Jul. 31, 2021 | Apr. 08, 2021 |
Related Party Transaction [Line Items] | |||||||||
Interest payable - related party | $ 1,544,000 | $ 0 | |||||||
Selling, general and administrative expenses | 14,279,000 | $ 8,802,000 | |||||||
Loss contingency accrual | 900,000 | ||||||||
2021 Convertible Note without embedded derivative liability | |||||||||
Related Party Transaction [Line Items] | |||||||||
Contractual interest expense accrued | 2,900,000 | ||||||||
Interest expense | 2,174,000 | 0 | |||||||
Gain (loss) on beneficial conversion feature | 7,695,000 | ||||||||
Interest payable - related party | 1,544,000 | 0 | |||||||
Hellman Parties | Dilutive Effect Prior to Merger Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Equity interest issued or issuable (in shares) | 159,977 | 300,000 | |||||||
Spring Creek Capital, LLC | |||||||||
Related Party Transaction [Line Items] | |||||||||
Notes receivable, related parties | $ 100,000,000 | ||||||||
B. Riley Securities, Inc | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payment made for debt issuance cost | $ 3,000,000 | ||||||||
Equity Method Investee | Holtec International | |||||||||
Related Party Transaction [Line Items] | |||||||||
Selling, general and administrative expenses | $ 0 | 7,852,000 | |||||||
Affiliated Entity | B. Riley Securities, Inc | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due from related parties, current | $ 432,000 | ||||||||
Hellman Parties | Dilutive Effect Prior to Merger Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Estimated litigation liability | $ 5,000,000 | ||||||||
Settlement deductible | $ 2,000,000 | ||||||||
Loss contingency accrual | $ 1,200,000 | $ 1,200,000 | |||||||
Loss contingency accrual, payments | $ 1,200,000 | ||||||||
Loss contingency accrual, share equivalent (in shares) | 140,023 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued payroll | $ 5,696 | $ 3,069 |
Warranty reserve | 3,240 | 2,112 |
Accrued legal and professional expenses | 2,277 | 826 |
Other | 1,585 | 1,667 |
Total | $ 12,798 | $ 7,674 |
Accrued Expenses - Rollforward
Accrued Expenses - Rollforward (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Movement in Standard Product Warranty Accrual [Roll Forward] | |
Warranty reserve - beginning of period | $ 2,112 |
Additions for current year deliveries | 673 |
Changes in the estimate of warranty reserve | 955 |
Warranty costs incurred | (500) |
Warranty reserve - end of period | $ 3,240 |
Convertible Note Payable - Re_3
Convertible Note Payable - Related party - Narrative (Details) $ in Thousands | Jul. 06, 2021USD ($) | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) |
Debt Instrument [Line Items] | ||||
Interest payable - related party | $ 1,544 | $ 0 | ||
2021 Convertible Note without embedded derivative liability | ||||
Debt Instrument [Line Items] | ||||
Conversion ratio | 0.0499910 | |||
Gain (loss) on beneficial conversion feature | 7,695 | |||
Interest expense | 2,174 | $ 0 | ||
Interest payable - related party | 1,544 | 0 | ||
Senior Notes | 2021 Convertible Note without embedded derivative liability | ||||
Debt Instrument [Line Items] | ||||
Principal | $ 100,000 | 102,900 | 102,900 | |
Discount, beneficial conversion features | $ 4,664 | $ 12,359 |
Convertible Note Payable - Re_4
Convertible Note Payable - Related party - Debt Assumptions (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Annual effective interest rates in excess | 14.30% | |
2021 Convertible Note without embedded derivative liability | ||
Debt Instrument [Line Items] | ||
Debt instrument, term | 4 years 3 months | 4 years 6 months |
Annual effective interest rates in excess | 20.50% | 19.00% |
2021 Convertible Note without embedded derivative liability | Dividend yield | ||
Debt Instrument [Line Items] | ||
Debt Instrument, measurement input | 0 | 0 |
2021 Convertible Note without embedded derivative liability | Risk-free interest rate | ||
Debt Instrument [Line Items] | ||
Debt Instrument, measurement input | 0.024 | 0.012 |
2021 Convertible Note without embedded derivative liability | Volatility | ||
Debt Instrument [Line Items] | ||
Debt Instrument, measurement input | 0.650 | 0.600 |
Convertible Note Payable - Re_5
Convertible Note Payable - Related party - Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Debt Instrument [Line Items] | ||
Accreted interest on convertible note payable - related party | $ 543 | $ 0 |
Amortization of debt issuance cost | 87 | 0 |
2021 Convertible Note without embedded derivative liability | ||
Debt Instrument [Line Items] | ||
Contractual interest expense | 1,544 | |
Accreted interest on convertible note payable - related party | 543 | |
Amortization of debt issuance cost | 87 | |
Total | $ 2,174 | $ 0 |
Convertible Note Payable - Re_6
Convertible Note Payable - Related party - Disaggregates the Net Carrying Value (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Jul. 06, 2021 | |
Debt Instrument [Line Items] | |||
Convertible notes payable, net | $ 5,982 | $ 6,371 | |
2021 Convertible Note without embedded derivative liability | Senior Notes | |||
Debt Instrument [Line Items] | |||
Principal | 102,900 | 102,900 | $ 100,000 |
Discount, original issuance | (27,778) | (28,321) | |
Unamortized debt issuance costs | (2,703) | (2,790) | |
Discount, beneficial conversion features | 4,664 | 12,359 | |
Convertible notes payable, net | $ 77,083 | $ 84,148 |
Note Payable (Details)
Note Payable (Details) - USD ($) $ in Thousands | May 01, 2021 | Apr. 09, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||||
Long-term debt, current portion | $ 1,703 | $ 1,644 | ||
Long-term debt, excluding current portion | 4,279 | $ 4,727 | ||
Hi-Power Purchase Agreement | Note payable | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, current portion | 4,970 | |||
Long-term debt, excluding current portion | $ 13,892 | |||
Hi-Power | ||||
Debt Instrument [Line Items] | ||||
Aggregate purchase price | $ 25,000 | |||
Amount due at closing | $ 5,000 |
Long-term Debt - Narratives (De
Long-term Debt - Narratives (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Annual effective interest rates in excess | 14.30% | |
Long-term debt | $ 5,982,000 | $ 6,371,000 |
Long-term debt, current portion | 1,703,000 | $ 1,644,000 |
Equipment financing facility | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | 25,000,000 | |
Long-term line of credit | 7,000 | |
Interest expense | 219,000 | |
Remaining borrowing capacity | $ 18,000,000 |
Warrants liability - Related _2
Warrants liability - Related Party (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | |||
Warrants outstanding (in shares) | 7,001,654 | 7,002,254 | |
Warrants liability - related party | $ 359 | $ 926 | |
Change in fair value, warrants liability - related party | $ (567) | $ 224 | |
Private Placement | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding (in shares) | 325,000 | 325,000 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narratives (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of additional shares authorized for issuance (in shares) | 537,866 | ||
Number of shares remain for future issuance (in shares) | 1,949,261 | 2,282,906 | |
Unrecognized stock compensation expense | $ 28,662 | ||
Unrecognized stock compensation expense attributable to RUs | $ 2,510 | ||
Granted (in shares) | 0 | ||
Weighted average grant date fair value of options granted (in dollars per share) | $ 9.49 | ||
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options vesting term | 4 years | ||
Stock options | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options vesting term | 3 years | ||
Options term | 5 years | ||
Stock options | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options vesting term | 5 years | ||
Options term | 10 years | ||
Stock options | Weighted Average | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options vesting term | 1 year 3 months 18 days | ||
Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options, vested and expected to vest, outstanding, number (in shares) | 28,818 | ||
Unrecognized stock compensation expense attributable to stock option | $ 26,152 | ||
Restricted stock units | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options vesting term | 3 years | ||
Restricted stock units | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options vesting term | 4 years | ||
Restricted stock units | Weighted Average | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options vesting term | 2 years 2 months 12 days |
Stock-Based Compensation - Comp
Stock-Based Compensation - Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock compensation expense | $ 3,943 | $ 2,478 |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock compensation expense | 911 | 1,524 |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock compensation expense | $ 3,032 | $ 954 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Units | ||
Beginning outstanding balance (in shares) | 2,023,460 | |
Cancelled/Forfeited (in shares) | (51,369) | |
Ending outstanding balance (in shares) | 1,972,091 | 2,023,460 |
Exercisable (in shares) | 1,179,834 | |
Weighted-Average Grant-Data Fair Value | ||
Beginning outstanding balance (in dollars per share) | $ 9.51 | |
Cancelled/Forfeited (in dollars per share) | 10.28 | |
Ending outstanding balance (in dollars per share) | 9.49 | $ 9.51 |
Exercisable (in dollars per share) | $ 9.97 | |
Weighted-Average Remaining Contractual Term (years) | ||
Options outstanding | 5 years 9 months 18 days | 6 years 3 months 18 days |
Options exercisable | 6 years 1 month 6 days |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Restricted Unit Activity (Details) - Restricted stock units | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Units | |
Beginning outstanding balance (in shares) | shares | 2,194,756 |
Granted (in shares) | shares | 1,149,280 |
Cancelled/ Forfeited (in shares) | shares | (226,400) |
Vested (in shares) | shares | (305,651) |
Ending outstanding balance (in shares) | shares | 2,811,985 |
Weighted-Average Grant-Data Fair Value | |
Beginning outstanding balance (in dollars per share) | $ / shares | $ 16.36 |
Granted (in dollars per share) | $ / shares | 4.14 |
Forfeited (in dollars per share) | $ / shares | 11.65 |
Vested (in dollars per share) | $ / shares | 20.35 |
Ending outstanding balance (in dollars per share) | $ / shares | $ 11.31 |
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 | |
Share-based Payment Arrangement [Abstract] | |
Volatility | 57.43% |
Risk free interest rate | 1.11% |
Expected life (years) | 6 years 3 months |
Dividend yield | 0.00% |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Jan. 01, 2021 | |
Leases [Abstract] | ||||
Operating lease right-of-use asset, net | $ 4,989 | $ 3,468 | $ 3,662 | |
Present value of minimum lease payments | 5,842 | $ 4,465 | ||
Operating lease, cost | $ 192 | $ 159 | ||
Operating lease, weighted average remaining lease term | 4 years 6 months 18 days | |||
Operating lease, weighted average discount rate, percent | 9.80% | |||
Finance lease, weighted average remaining lease term | 3 years 8 months 12 days | |||
Finance lease, weighted average discount rate, percent | 13.70% | |||
Sales-type lease, term of contract | 20 years | |||
Sales-type lease, interest income, lease receivable | $ 1,038 | 0 | ||
Sales-type lease, lease receivable | $ 1,302 | $ 347 |
Leases - Balance Sheet Classifi
Leases - Balance Sheet Classification (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2021 |
Leases [Abstract] | |||
Operating lease right-of-use asset, net | $ 4,989 | $ 3,468 | $ 3,662 |
Finance lease assets | 21 | 28 | |
Total lease assets | 5,010 | 3,496 | |
Liabilities | |||
Operating lease liability, current portion | 899 | 1,084 | |
Finance lease liability | 6 | 8 | |
Operating lease liability, long-term | 4,943 | 3,224 | |
Finance lease liability | 15 | 17 | |
Present value of minimum lease payments | $ 5,863 | $ 4,333 | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Property, plant and equipment, net | Property, plant and equipment, net | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other current liabilities | Other current liabilities | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other liabilities | Other liabilities |
Leases - Future Maturity of Lea
Leases - Future Maturity of Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2021 |
Operating lease | |||
Remainder of 2022 | $ 1,022 | ||
2023 | 1,543 | ||
2024 | 1,623 | ||
2025 | 1,707 | ||
2026 | 1,336 | ||
Later years | 0 | ||
Total minimum lease payments | 7,231 | ||
Less amounts representing interest | 1,389 | ||
Present value of minimum lease payments | 5,842 | $ 4,465 | |
Financing lease | |||
Remainder of 2022 | 7 | ||
2023 | 8 | ||
2024 | 8 | ||
2025 | 8 | ||
2026 | 1 | ||
Later years | 0 | ||
Total minimum lease payments | 32 | ||
Less amounts representing interest | 11 | ||
Present value of minimum lease payments | 21 | ||
Total | |||
Remainder of 2022 | 1,029 | ||
2023 | 1,551 | ||
2024 | 1,631 | ||
2025 | 1,715 | ||
2026 | 1,337 | ||
Later years | 0 | ||
Total minimum lease payments | 7,263 | ||
Less amounts representing interest | 1,400 | ||
Present value of minimum lease payments | $ 5,863 | $ 4,333 |
Fair Value Measurement - Fair V
Fair Value Measurement - Fair Value of Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Private Placement Warrants | $ 359 | $ 926 |
Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Private Placement Warrants | 0 | 0 |
Fair Value, Inputs, Level 1 | Embedded Derivative Financial Instruments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Embedded derivative liability within the 2021 Convertible Note | 0 | 0 |
Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Private Placement Warrants | 359 | 926 |
Fair Value, Inputs, Level 2 | Embedded Derivative Financial Instruments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Embedded derivative liability within the 2021 Convertible Note | 0 | 0 |
Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Private Placement Warrants | 0 | 0 |
Fair Value, Inputs, Level 3 | Embedded Derivative Financial Instruments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Embedded derivative liability within the 2021 Convertible Note | $ 4,664 | $ 12,359 |
Fair Value Measurement - Liabil
Fair Value Measurement - Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance at beginning of the period | $ 4,664 | $ 0 | $ 12,359 | $ 0 |
Change in fair value included in earnings | (7,695) | 0 | ||
Balance at end of the period | $ 4,664 | $ 0 |
Fair Value Measurement - Carryi
Fair Value Measurement - Carrying Value and Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Carrying Value | Notes receivable | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument | $ 3,619 | $ 3,650 |
Carrying Value | Note payable | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument | 18,862 | 18,695 |
Carrying Value | Equipment financing facility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument | 5,982 | 6,371 |
Carrying Value | 2021 Convertible Note without embedded derivative liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument | 72,419 | 71,789 |
Fair Value | Fair Value, Inputs, Level 3 | Notes receivable | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument | 2,519 | 2,805 |
Fair Value | Fair Value, Inputs, Level 3 | Note payable | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument | 14,973 | 14,607 |
Fair Value | Fair Value, Inputs, Level 3 | Equipment financing facility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument | 5,500 | 5,951 |
Fair Value | Fair Value, Inputs, Level 3 | 2021 Convertible Note without embedded derivative liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument | $ 61,036 | $ 61,866 |
Shareholders_ Equity (Deficit_2
Shareholders’ Equity (Deficit) - Additional Info (Details) $ / shares in Units, $ in Thousands | Jan. 22, 2021tradingDay$ / sharesshares | Nov. 16, 2020tradingDay$ / sharesshares | Mar. 31, 2022USD ($)vote$ / sharesshares | Mar. 31, 2021USD ($)shares | Dec. 31, 2021$ / 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 dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Number of votes for each share | vote | 1 | |||||
Common stock, shares issued (in shares) | 2,000,000 | 53,980,608 | 53,786,632 | |||
Common stock, shares outstanding (in shares) | 53,980,608 | 53,786,632 | ||||
Earnout period | 5 years | |||||
Earnout period, threshold, business days | tradingDay | 5 | |||||
Earnout period, stock price trigger (in dollars 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 | ||||
Cancellation of shares used to settle payroll tax withholding | $ | $ 826 | $ 0 | ||||
Common stock to be purchased through warrants (in shares) | 9,075,000 | |||||
Price of common stock to be purchased through warrants (in dollars per share) | $ / shares | $ 11.50 | |||||
Warrants outstanding (in shares) | 7,001,654 | 7,002,254 | ||||
Block A Sponsor Earnout Shares | ||||||
Class of Stock [Line Items] | ||||||
Contingent consideration, liability (in shares) | 859,000 | |||||
Earnout period, stock price trigger (in dollars per share) | $ / shares | $ 12 | |||||
Block B Sponsor Earnout Shares | ||||||
Class of Stock [Line Items] | ||||||
Contingent consideration, liability (in shares) | 859,000 | |||||
Earnout period, stock price trigger (in dollars per share) | $ / shares | $ 16 | $ 16 | ||||
Common stock | ||||||
Class of Stock [Line Items] | ||||||
Issuance of contingently issuable common stock (in shares) | 1,999,185 | 1,999,185 | ||||
Exercise of warrants (in shares) | 600 | 0 |
Shareholders_ Equity (Deficit_3
Shareholders’ Equity (Deficit) - Anti-dilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Stock options and restricted stock units | ||
Class of Stock [Line Items] | ||
Anti-dilutive securities excluded from calculation of diluted net loss per share (in shares) | 4,784,076 | 3,336,539 |
Warrants | ||
Class of Stock [Line Items] | ||
Anti-dilutive securities excluded from calculation of diluted net loss per share (in shares) | 7,326,654 | 9,075,000 |
Convertible Notes (if converted) | ||
Class of Stock [Line Items] | ||
Anti-dilutive securities excluded from calculation of diluted net loss per share (in shares) | 5,144,074 | 0 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent event - USD ($) $ / shares in Units, $ in Thousands | Apr. 28, 2022 | Apr. 07, 2022 |
Standby Equity Purchase Agreement | ||
Subsequent Event [Line Items] | ||
Common stock standby equity purchase agreement | $ 200,000 | |
Each sale aggregate value | $ 20,000 | |
Share price as percentage of market price | 97.00% | |
Sale of stock, percentage of ownership after transaction | 9.99% | |
Sale of stock ownership threshold after exchange cap percent | 19.99% | |
Sale of stock, price per share (in dollars per share) | $ 2.15 | |
Maximum borrowing capacity under agreement | $ 50,000 | |
Payment in Kind (PIK) Note | ||
Subsequent Event [Line Items] | ||
Proceeds from issuance of debt | $ 2,900 | |
Senior Notes | 2021 Convertible Senior Notes | ||
Subsequent Event [Line Items] | ||
Proceeds from issuance of debt | $ 102,900 |