Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 01, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
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 | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 158,064,466 | |
Entity Central Index Key | 0001805077 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Trading Symbol | EOSE | |
Security Exchange Name | NASDAQ | |
Public and private placement warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each exercisable for one share of common stock | |
Trading Symbol | EOSEW | |
Security Exchange Name | NASDAQ |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 57,970 | $ 17,076 |
Restricted cash | 3,439 | 2,725 |
Accounts receivable, net | 1,578 | 1,666 |
Inventory, net | 20,568 | 23,260 |
Vendor deposits | 19,368 | 4,789 |
Notes receivable, net | 64 | 36 |
Contract assets, current | 2,401 | 1,859 |
Prepaid expenses | 815 | 2,289 |
Other current assets | 2,290 | 1,447 |
Total current assets | 108,493 | 55,147 |
Property, plant and equipment, net | 20,336 | 27,169 |
Intangible assets, net | 309 | 240 |
Goodwill | 4,331 | 4,331 |
Notes receivable, long-term, net | 799 | 827 |
Operating lease right-of-use asset, net | 3,942 | 4,316 |
Long-term restricted cash | 11,652 | 11,422 |
Other assets | 4,216 | 3,336 |
Total assets | 154,078 | 106,788 |
Current liabilities: | ||
Accounts payable | 13,827 | 34,669 |
Accrued expenses | 25,070 | 15,359 |
Operating lease liability, current | 1,298 | 1,106 |
Long-term debt, current | 3,211 | 2,872 |
Convertible notes payable, current - related party | 0 | 2,688 |
Contract liabilities, current | 3,285 | 3,850 |
Other current liabilities | 93 | 32 |
Total current liabilities | 46,784 | 60,576 |
Long-term liabilities: | ||
Operating lease liability | 3,471 | 4,130 |
Long-term debt | 87,793 | 87,321 |
Convertible notes payable - related party | 116,260 | 82,950 |
Interest payable - related party | 2,706 | 0 |
Contract liabilities, long-term | 956 | 956 |
Warrants liability - related party | 22,954 | 78 |
Other liabilities | 1,485 | 3,488 |
Total long-term liabilities | 235,625 | 178,923 |
Total liabilities | 282,409 | 239,499 |
COMMITMENTS AND CONTINGENCIES (NOTE 15) | ||
SHAREHOLDERS' DEFICIT | ||
Common stock, $0.0001 par value, 300,000,000 and 300,000,000 shares authorized, 156,378,778 and 82,653,781 shares outstanding on September 30, 2023 and December 31, 2022, respectively | 16 | 9 |
Preferred stock, $0.0001 par value, 1,000,000 shares authorized, no shares outstanding on September 30, 2023 and December 31, 2022 | 0 | 0 |
Additional paid in capital | 706,288 | 513,614 |
Accumulated deficit | (834,638) | (646,340) |
Accumulated other comprehensive income | 3 | 6 |
Total shareholders' deficit | (128,331) | (132,711) |
Total liabilities and shareholders' deficit | $ 154,078 | $ 106,788 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, shares issued (in shares) | 156,378,778 | 82,653,781 |
Common stock, shares outstanding (in shares) | 156,378,778 | 82,653,781 |
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 AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue | ||||
Total revenue | $ 684 | $ 6,065 | $ 9,768 | $ 15,258 |
Costs and expenses | ||||
Cost of goods sold | 21,262 | 50,025 | 59,448 | 122,468 |
Research and development expenses | 3,228 | 4,462 | 13,699 | 14,889 |
Selling, general and administrative expenses | 13,076 | 14,651 | 40,169 | 48,045 |
Loss from write-down of property, plant and equipment | 955 | 496 | 7,151 | 2,501 |
Grant expense, net | 0 | 0 | 0 | 4 |
Total costs and expenses | 38,521 | 69,634 | 120,467 | 187,907 |
Operating loss | (37,837) | (63,569) | (110,699) | (172,649) |
Other (expense) income | ||||
Gain (loss) on change in fair value of derivatives - related party | (25,919) | 12,094 | ||
Loss on debt extinguishment | 0 | (942) | (3,510) | (942) |
Other income (expense) | 421 | 41 | (474) | (472) |
Income (loss) before income taxes | 14,945 | (70,612) | (188,273) | (173,155) |
Income tax expense | 13 | 110 | 25 | 45 |
Net income (loss) | 14,932 | (70,722) | (188,298) | (173,200) |
Other comprehensive income | ||||
Foreign currency translation adjustment, net of tax | (6) | (1) | (3) | 4 |
Comprehensive income (loss) | $ 14,926 | $ (70,723) | $ (188,301) | $ (173,196) |
Basic and diluted income (loss) per share attributable to common shareholders | ||||
Basic (in dollars per share) | $ 0.11 | $ (1.12) | $ (1.65) | $ (3) |
Diluted (in dollars per share) | $ (0.05) | $ (1.12) | $ (1.65) | $ (3) |
Weighted average shares of common stock | ||||
Basic (in shares) | 138,005,222 | 63,065,884 | 114,209,090 | 57,705,811 |
Diluted (in shares) | 156,325,284 | 63,065,884 | 114,209,090 | 57,705,811 |
Nonrelated Party | ||||
Other (expense) income | ||||
Interest expense, net | $ (4,994) | $ (2,766) | $ (14,709) | $ (3,388) |
Related Party | ||||
Other (expense) income | ||||
Interest expense, net | (4,449) | (2,960) | (32,962) | (7,798) |
Gain (loss) on change in fair value of derivatives - related party | $ 61,804 | $ (416) | $ (25,919) | $ 12,094 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' (DEFICIT) EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid in capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning balances (in shares) at Dec. 31, 2021 | 53,786,632 | ||||
Beginning balances at Dec. 31, 2021 | $ 32,447 | $ 5 | $ 448,969 | $ 0 | $ (416,527) |
Increase (decrease) in stockholders' equity [Roll Forward] | |||||
Stock-based compensation | 10,993 | 10,993 | |||
Exercise of warrants (in shares) | 600 | ||||
Exercise of warrants | 7 | 7 | |||
Release of restricted stock units (in shares) | 567,453 | ||||
Cancellation of shares used to settle payroll tax withholding (in shares) | (166,690) | ||||
Cancellation of shares used to settle payroll tax withholding | (929) | (929) | |||
Issuance of common stock (in shares) | 19,429,177 | ||||
Issuance of common stock | 41,278 | $ 3 | 41,275 | ||
Commitment fee for SEPA settled by common stock (in shares) | 465,117 | ||||
Commitment fee for SEPA settled by common stock | 1,061 | 1,061 | |||
Foreign currency translation adjustment, net of tax | 4 | 4 | |||
Net income (loss) | (173,200) | (173,200) | |||
Ending balances (in shares) at Sep. 30, 2022 | 74,082,289 | ||||
Ending balances at Sep. 30, 2022 | (88,339) | $ 8 | 501,376 | 4 | (589,727) |
Beginning balances (in shares) at Jun. 30, 2022 | 58,519,739 | ||||
Beginning balances at Jun. 30, 2022 | (57,829) | $ 6 | 461,165 | 5 | (519,005) |
Increase (decrease) in stockholders' equity [Roll Forward] | |||||
Stock-based compensation | 3,616 | 3,616 | |||
Exercise of warrants (in shares) | 600 | ||||
Release of restricted stock units (in shares) | 139,846 | ||||
Cancellation of shares used to settle payroll tax withholding (in shares) | (38,534) | ||||
Cancellation of shares used to settle payroll tax withholding | (77) | (77) | |||
Issuance of common stock (in shares) | 15,461,238 | ||||
Issuance of common stock | 36,674 | $ 2 | 36,672 | ||
Foreign currency translation adjustment, net of tax | (1) | (1) | |||
Net income (loss) | (70,722) | (70,722) | |||
Ending balances (in shares) at Sep. 30, 2022 | 74,082,289 | ||||
Ending balances at Sep. 30, 2022 | $ (88,339) | $ 8 | 501,376 | 4 | (589,727) |
Beginning balances (in shares) at Dec. 31, 2022 | 82,653,781 | 82,653,781 | |||
Beginning balances at Dec. 31, 2022 | $ (132,711) | $ 9 | 513,614 | 6 | (646,340) |
Increase (decrease) in stockholders' equity [Roll Forward] | |||||
Stock-based compensation | 10,123 | 10,123 | |||
Exercise of stock options (in shares) | 250,000 | ||||
Exercise of stock options | 335 | 335 | |||
Exercise of warrants (in shares) | 0 | ||||
Release of restricted stock units (in shares) | 1,606,791 | ||||
Cancellation of shares used to settle payroll tax withholding (in shares) | (303,655) | ||||
Cancellation of shares used to settle payroll tax withholding | (587) | (587) | |||
Issuance of common stock (in shares) | 72,171,861 | ||||
Issuance of common stock | 182,810 | $ 7 | 182,803 | ||
Foreign currency translation adjustment, net of tax | (3) | (3) | |||
Net income (loss) | $ (188,298) | (188,298) | |||
Ending balances (in shares) at Sep. 30, 2023 | 156,378,778 | 156,378,778 | |||
Ending balances at Sep. 30, 2023 | $ (128,331) | $ 16 | 706,288 | 3 | (834,638) |
Beginning balances (in shares) at Jun. 30, 2023 | 127,309,960 | ||||
Beginning balances at Jun. 30, 2023 | (229,541) | $ 14 | 620,006 | 9 | (849,570) |
Increase (decrease) in stockholders' equity [Roll Forward] | |||||
Stock-based compensation | 4,456 | 4,456 | |||
Exercise of stock options (in shares) | 50,000 | ||||
Exercise of stock options | 67 | 67 | |||
Exercise of warrants (in shares) | 0 | ||||
Release of restricted stock units (in shares) | 93,458 | ||||
Cancellation of shares used to settle payroll tax withholding (in shares) | (13,584) | ||||
Cancellation of shares used to settle payroll tax withholding | (136) | (136) | |||
Issuance of common stock (in shares) | 28,938,944 | ||||
Issuance of common stock | 81,897 | $ 2 | 81,895 | ||
Foreign currency translation adjustment, net of tax | (6) | (6) | |||
Net income (loss) | $ 14,932 | 14,932 | |||
Ending balances (in shares) at Sep. 30, 2023 | 156,378,778 | 156,378,778 | |||
Ending balances at Sep. 30, 2023 | $ (128,331) | $ 16 | $ 706,288 | $ 3 | $ (834,638) |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities | ||
Net income (loss) | $ (188,298) | $ (173,200) |
Adjustment to reconcile net loss to net cash used in operating activities | ||
Stock-based compensation | 10,123 | 10,993 |
Depreciation and amortization | 7,316 | 3,847 |
Loss on debt extinguishment | 3,510 | 942 |
Loss from write-down of property, plant and equipment | 7,151 | 2,501 |
Amortization of right-of-use assets | 737 | 635 |
Loss (gain) on change in fair value of derivatives - related party | 25,919 | (12,094) |
Commitment fee for SEPA agreement settled by common stock - related party | 0 | 1,061 |
Other | 5,554 | 2,690 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 1,474 | 1,677 |
Inventory | 2,692 | (10,217) |
Accounts receivable | 96 | (488) |
Vendor deposits | (4,044) | 3,960 |
Contract assets | (471) | (2,626) |
Accounts payable | (17,770) | 22,047 |
Accrued expenses | 12,258 | 5,949 |
Accounts payable and accrued expenses - related party | 0 | (1,200) |
Interest payable - related party | 2,706 | 1,590 |
Operating lease liabilities | (830) | (528) |
Contract liabilities | (565) | 572 |
Note payable | 0 | (19,637) |
Other | (4,280) | (1,428) |
Net cash used in operating activities | (107,578) | (159,129) |
Cash flows from investing activities | ||
Investment in notes receivable | 0 | (261) |
Purchases of property, plant and equipment | (21,186) | (18,778) |
Net cash used in investing activities | (21,186) | (19,039) |
Cash flows from financing activities | ||
Principal payments on finance lease obligations | (93) | (6) |
Proceeds from exercise of options | 442 | 0 |
Proceeds from exercise of public warrants | 0 | 7 |
Proceeds from issuance of convertible notes - related party | 48,050 | 7,225 |
Proceeds received from the Term Loan, net of discount | 0 | 92,783 |
Proceeds from equipment financing facility | 0 | 4,216 |
Repayment of equipment financing facility | (2,110) | (1,208) |
Proceeds from issuance of common stock | 81,897 | 29,139 |
Proceeds from issuance of common stock and warrants - related party | 49,250 | 5,000 |
Payment of equity issuance costs - related party | (2,080) | 0 |
Repurchase of shares from employees for income tax withholding purposes | (587) | (929) |
Net cash provided by financing activities | 170,607 | 123,524 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (5) | (1) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 41,838 | (54,645) |
Cash, cash equivalents and restricted cash, beginning of the period | 31,223 | 105,692 |
Cash, cash equivalents and restricted cash, end of the period | 73,061 | 51,047 |
Non-cash investing and financing activities | ||
Accrued and unpaid capital expenditures | 0 | 1,492 |
Issuance of convertible notes for interest paid in kind | 4,915 | 3,087 |
Fixed assets acquired with finance lease | 125 | 0 |
Right-of-use operating lease assets in exchange for lease liabilities | 363 | 2,112 |
Issuance of common stock upon settlement of Yorkville convertible notes | 51,023 | 7,534 |
Accrued and unpaid debt issuance costs | 0 | 5,231 |
Accrued and unpaid capitalized internal-use software | 130 | 0 |
Supplemental disclosures | ||
Cash paid for interest | 11,269 | 2,490 |
Nonrelated Party | ||
Adjustment to reconcile net loss to net cash used in operating activities | ||
Non-cash interest expense | 3,820 | 704 |
Cash flows from financing activities | ||
Payment of debt issuance costs - related party | (3,046) | (12,703) |
Related Party | ||
Adjustment to reconcile net loss to net cash used in operating activities | ||
Non-cash interest expense | 25,324 | 3,121 |
Loss (gain) on change in fair value of derivatives - related party | 25,919 | (12,094) |
Cash flows from financing activities | ||
Payment of debt issuance costs - related party | $ (1,116) | $ 0 |
Overview
Overview | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Overview | Overview Nature of Operations Eos Energy Enterprises, Inc. (the “Company,” “we,” “us,” “our,” and “Eos”) designs, develops, manufactures, and markets innovative energy storage solutions for utility-scale, microgrid, and commercial & industrial (“C&I”) applications. Eos developed a broad range of intellectual property with multiple patents covering unique battery chemistry, mechanical product design, energy block configuration and a software operating system (Battery Management System). The Company has only one operating and reportable segment. Liquidity and Going Concern As a growth company in the early commercialization stage of its lifecycle, Eos is subject to inherent risks and uncertainties associated with the development of an enterprise. In this regard, substantially all of the Company’s efforts to date have been devoted to the development and manufacturing of battery energy storage systems and complimentary products and services, recruitment of management and technical staff, deployment of capital to expand the Company’s operations to meet customer demand and raising capital to fund the Company’s development. As a result of these efforts, the Company has incurred significant losses and negative cash flows from operations since its inception and expects to continue to incur such losses and negative cash flows for the foreseeable future until such time that the Company can reach a scale of profitability to sustain its operations. In order to execute its development strategy, the Company has historically relied on outside capital through the issuance of equity, debt, and borrowings under financing arrangements (collectively “outside capital”) to fund its cost structure and expects to continue to rely on outside capital for the foreseeable future. While the Company believes it will eventually reach a scale of profitability to sustain its operations, there can be no assurance the Company will be able to achieve such profitability or do so in a manner that does not require its continued reliance on outside capital. Moreover, while the Company has historically been successful in raising outside capital, there can be no assurance the Company will be able to continue to obtain outside capital in the future or do so on terms that are acceptable to the Company. As of the date the accompanying unaudited condensed consolidated financial statements were issued (the “issuance date”), management evaluated the significance of the following negative financial conditions in accordance with Accounting Standard Codification 205-40, Going Concern: • Since its inception, the Company has incurred significant losses and negative cash from operations in order to fund its development. During the nine months ended September 30, 2023, the Company incurred a net loss of $188,298, incurred negative cash flows from operations of $107,578, and had an accumulated deficit of $834,638 as of September 30, 2023. • As of September 30, 2023, the Company had $57,970 of unrestricted cash and cash equivalents available to fund the Company’s operations, no additional borrowings available to fund its operations under pre-existing financing arrangements (see Note 12, Borrowings ) and working capital of $61,709, inclusive of $3,211 of outstanding debt that is currently scheduled to mature within the next twelve months beyond the issuance date. • While the Company has available capacity under certain pre-existing arrangements to issue shares of the Company’s common stock, including the at-the-market (“ATM”) offering program, (see Note 18, Shareholders’ Deficit ) to aid in funding the Company’s operations, the Company’s ability to secure such funding is dependent upon certain conditions, such as investors’ willingness to purchase the Company’s common stock and at a price that is acceptable to the Company. Accordingly, as of the issuance date there is no assurance the Company will be able to secure funding under these pre-existing arrangements or on terms that are acceptable to the Company. • Similarly, while the Company has historically been successful in raising additional outside capital to fund the Company’s operations, as of the issuance date no assurance can be provided the Company will be successful in obtaining additional outside capital or on terms that are acceptable to the Company. In this regard, the Company continues to progress through the Department of Energy (“DOE”) Loan Programs Office’s (“LPO”) process for its Title XVII loan. In August 2023, the DOE issued a Conditional Commitment Letter to the Company for a loan of an aggregate principal amount of up to $398,600 through the DOE’s Clean Energy Financing Program. Certain technical, legal, and financial conditions must be met and due diligence to the satisfaction of the DOE must be completed before the DOE enters into definitive financing documents with the Company and funds the loan. There can be no assurance that the Company will be able to secure such a loan or on terms that are acceptable to the Company. • The Company is required to remain in compliance with a quarterly minimum financial liquidity covenant under its Senior Secured Term Loan Credit Agreement (“Senior Secured Term Loan”). While the Company was in compliance with this covenant as of September 30, 2023, and expects to remain in compliance as of December 31, 2023, absent the Company’s ability to secure additional outside capital, the Company may be unable to remain in compliance with this covenant beginning on March 31, 2024 and thereafter. In the event the Company is unable to remain in compliance with the minimum financial liquidity covenant and the other nonfinancial covenants required by the Senior Secured Term Loan, and the Company is further unable to cure such noncompliance or secure a waiver, Atlas Credit Partners (ACP) Post Oak Credit I LLC may, at its discretion, exercise any and all of its existing rights and remedies, which may include, among other things, entering into a forbearance agreement with the Company, and/or asserting its rights in the Company’s assets securing the loan. Moreover, the Company’s other lenders may exercise similar rights and remedies under the cross-default provisions of their respective borrowing arrangements with the Company. • Absent an ability to secure additional outside capital in the near term, the Company will be unable to meet its obligations as they become due over the next twelve months beyond the issuance date. • In the event the Company’s ongoing efforts to raise additional outside capital prove unsuccessful, management will be required to seek other strategic alternatives, which may include, among others, a significant curtailment in the Company’s operations, a sale of certain of the Company’s assets, a sale of the entire Company to strategic or financial investors, and/or allowing the Company to become insolvent. These uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying unaudited condensed consolidated financial statements have been prepared on the basis that the Company will continue to operate as a going concern, which contemplates that the Company will be able to realize assets and settle liabilities and commitments in the normal course of business for the foreseeable future. Accordingly, the accompanying unaudited condensed consolidated financial statements do not include any adjustments that may result from the outcome of these uncertainties. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying 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 unaudited 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 (“SEC”). The interim financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto, included in our 2022 Annual Report on Form 10-K. These interim results are not necessarily indicative of results for the full year. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Reclassification of 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. Government Grants The Company records grants received or receivable from government agencies as an offset to the related costs for which the grants are intended to compensate the Company. The costs of satisfying the Company’s obligations under the respective grant agreements are recognized as expense when incurred. The Company recognizes grant money once it is reasonably assured that the Company will comply with the conditions of the grant. Recent Accounting Pronouncements There were no new accounting standards or updates during the nine months ended September 30, 2023 that would have a material impact on the Company’s unaudited condensed consolidated financial statements. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2023 | |
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 are generally recognized at a point in time, and service revenues, which are generally recognized over time, are as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 Product revenue $ 662 $ 6,055 $ 9,586 $ 15,120 Service revenue 22 10 $ 182 $ 138 Total revenues $ 684 $ 6,065 $ 9,768 $ 15,258 For the three months ended September 30, 2023, the Company had two customers that accounted for 51.4% and 35.5% of the total revenue and for the nine months ended September 30, 2023, we had one customer that accounted for 91.0% of the total revenue, respectively. For the three months ended September 30, 2022, the Company had two customers that accounted for 86.5% and 13.4% of the total revenue and for the nine months ended September 30, 2022, we had one customer who accounted for 78.4% of the total revenue, respectively. Lessor revenue The Company leases battery energy storage systems to one customer through a sales-type lease with a 20-year term. No revenue was recognized from the sales-type lease for the three and nine months ended September 30, 2023. For the three and nine months ended September 30, 2022, the Company recognized revenue of $0 and $1,166 from the sales-type lease, respectively. Contract assets and Contract liabilities The following table provides information about contract assets and contract liabilities from contracts with customers. Contract assets, current and contract liabilities, current and long-term are included separately on the unaudited condensed consolidated balance sheets and contract assets, long-term are included under other assets. September 30, December 31, Contract assets $ 2,471 $ 2,000 Contract liabilities $ 4,241 $ 4,806 The Company recognizes contract assets for certain contracts in which revenue recognition performance obligations have been satisfied but invoicing to the customer has not yet occurred. Contract liabilities primarily relate to 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 increased by $471 during the nine months ended September 30, 2023 due to recognition of revenues for which invoicing has not yet occurred. Contract liabilities decreased by $565 during the nine months ended September 30, 2023, reflecting $3,534 of revenue recognized from customers, partially offset by $2,969 in customer advance payments during the nine months ended September 30, 2023 that was included in the contract liability balance at the beginning of the period. Contract liabilities of $3,285 as of September 30, 2023 are expected to be recognized within the next twelve months and long-term contract liabilities of $956 are expected to be recognized as revenue over approximately the next one to two years. Contract assets of $2,401 as of September 30, 2023 are expected to be recognized within the next twelve months. Long-term contract assets of $70 are expected to be recognized as accounts receivable over approximately the next two years. |
Cash, Cash Equivalents and Rest
Cash, Cash Equivalents and Restricted Cash | 9 Months Ended |
Sep. 30, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Restricted cash - current consists of escrow deposits related to U.S. Custom Bonds insurance and escrow deposits related to our credit card program agreements. Additionally, long-term restricted cash relates to interest that is required to be held in escrow per the Senior Secured Term Loan agreement in an amount equal to the aggregate amount of the four immediately following interest payments owed (see Note 12, Borrowings for further discussion). The following table reconciles reported amounts from the unaudited condensed consolidated balance sheets to cash, cash equivalents and restricted cash reported within the unaudited condensed consolidated statements of cash flows: September 30, September 30, Cash and cash equivalents $ 57,970 $ 38,431 Restricted cash (1) 3,439 1,885 Long-term restricted cash 11,652 10,731 Total cash, cash equivalents, and restricted cash $ 73,061 $ 51,047 |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory The following table provides information about inventory balances: September 30, December 31, Raw materials $ 20,093 $ 22,899 Work-in-process 475 361 Finished goods — — Total inventory, net $ 20,568 $ 23,260 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net The following table provides information about property, plant and equipment, net balances: Estimated Useful lives September 30, December 31, Equipment 5 to 10 years $ 20,831 $ 23,653 Finance lease 5 years 504 379 Furniture 5 to 10 years 1,944 1,868 Leasehold improvements Lesser of useful life/ 7,285 6,303 Tooling 2 to 3 years 5,392 6,926 Total 35,956 39,129 Less: Accumulated depreciation (15,620) (11,960) Total property, plant and equipment, net $ 20,336 $ 27,169 Depreciation expense related to property, plant and equipment was $2,144 and $1,571 for the three months ended September 30, 2023 and 2022, respectively and $7,255 and $3,817 for the nine months ended September 30, 2023 and 2022, respectively. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible AssetsIntangible assets include 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. The Company recorded amortization expense of $10 for the three months ended September 30, 2023 and 2022, respectively, and $30 for the nine months ended September 30, 2023 and 2022, respectively, related to patents.During the nine months ended September 30, 2023, the Company capitalized $130 of costs for internal-use software. The software has a useful life and is amortized into the results of operations over 3 years. The Company recorded amortization expense of $11 and $31 for the three and nine months ended September 30, 2023, respectively, related to software |
Notes Receivable, Net and Varia
Notes Receivable, Net and Variable Interest Entities (“VIEs”) Consideration | 9 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
Notes Receivable, Net and Variable Interest Entities (“VIEs”) Consideration | Notes Receivable, Net and Variable Interest Entities (“VIEs”) ConsiderationNotes receivable primarily consist of amounts due to the Company related to the financing offered to certain customers. The Company reports notes receivable at the principal balance outstanding less an allowance for losses. The estimate of credit losses is based on historical trends, customers’ financial condition and current economic trends. The Company charges interest at a fixed rate and calculates interest income by applying the effective rate to the outstanding principal balance. The Company had notes receivable, net of $863 and $863 outstanding as of September 30, 2023 and December 31, 2022, respectively. As of September 30, 2023 and December 31, 2022, the Company recorded an allowance for expected credit loss from the notes receivable of $2 and $2, respectively. The customers to whom the Company offers financing through notes receivables are VIEs. However, the Company is not the primary beneficiary, because the Company does not have power to direct the activities of the VIEs that most significantly impact the VIEs’ economic performance. Therefore, the VIEs are not consolidated into the Company’s unaudited condensed consolidated financial statements. The maximum loss exposure is limited to the carrying value of notes receivable as of the balances sheet dates. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses were as follows: September 30, 2023 December 31, 2022 Accrued payroll $ 4,501 $ 2,706 Warranty reserve (1) 4,895 3,836 Accrued legal and professional expenses 3,037 840 Provision for contract losses 4,797 2,561 Insurance premium payable, current 2,438 2,607 Other 5,402 2,809 Total accrued expenses $ 25,070 $ 15,359 (1) Refer to the table below for the warranty reserve activity for the three and nine months ended September 30, 2023. The following table summarizes warranty reserve activity: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Warranty reserve - beginning of period $ 4,421 $ 3,636 $ 3,836 2,112 Additions for current period deliveries 58 962 455 2,463 Changes in the warranty reserve estimate 416 — 1,124 1,321 Warranty costs incurred — (642) (520) (1,940) Warranty reserve - end of period $ 4,895 $ 3,956 $ 4,895 $ 3,956 |
Government Grants
Government Grants | 9 Months Ended |
Sep. 30, 2023 | |
Government Assistance [Abstract] | |
Government Grants | Government Grants California Energy Commission From time-to-time, the Company has entered into grant agreements with the California Energy Commission (“CEC”) for conducting studies to demonstrate the benefits of certain energy-saving technologies to utility companies and consumers in the State of California. Under such agreements, the Company is entitled to receive reimbursement of costs incurred by the Company covered by the grants. For the three and nine months ended September 30, 2023, grant expense, net was $0 for both periods. For the three and nine months ended September 30, 2022, grant (income) expense, net was $0 and $4, respectively. As of September 30, 2023 and December 31, 2022, the Company had grant receivables related to the CEC in the amounts of $245 and $263, which were included in other current assets Inflation Reduction Act of 2022 (“IRA”) On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 into law. The IRA has significant economic incentives for both energy storage customers and manufacturers for projects placed in service after December 31, 2022. Starting in 2023, there are Production Tax Credits under Internal Revenue Code 45X (“PTC”), that can be claimed on battery components manufactured in the U.S. and sold to U.S. or foreign customers. These tax credits available to manufacturers include a credit for ten percent of the cost incurred to make electrode active materials in addition to credits of $35 per kWh of capacity of battery cells and $10 per kWh of capacity of battery modules. These credits are cumulative, meaning that companies will be able to claim each of the available tax credits based on the battery components produced and sold through 2029, after which the PTC will begin to gradually phase down through 2032. In June 2023, the IRS issued temporary and proposed regulations related to applicable tax credit transferability and direct pay provisions of the Inflation Reduction Act. The Company has reviewed these regulations and believes they do not have a material impact on the financial statements. Since the PTC is a refundable credit (i.e., a credit with a direct-pay option available), the PTC is outside the scope of ASC 740. Therefore, the Company accounts for the PTC under a government grant model. GAAP does not address the accounting for government grants received by a business entity that are outside the scope of ASC 740. The Company’s accounting policy is to analogize to IAS 20, Accounting for Government Grants and Disclosure of Government Assistance, under IFRS Accounting Standards. Under IAS 20, once it is reasonably assured that the entity will comply with the conditions of the grant, the grant money should be recognized on a systematic basis over the periods in which the entity recognizes the related expenses or losses for which the grant money is intended to compensate. The Company recognizes grants once it is probable that both of the following conditions will be met: (1) the Company is eligible to receive the grant and (2) the Company is able to comply with the relevant conditions of the grant. other assets |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions 2021 Convertible Notes 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 Notes”). In connection with these 2021 Convertible Notes, the Company paid $3,000 to B. Riley Securities, Inc., a related party, who acted as a placement agent. Refer to Note 12, Borrowing s , for additional information. AFG Convertible Notes In January 2023, the Company issued and sold $13,750 of 26.5% Convertible Senior PIK Notes due 2026 (“AFG Convertible Notes”) to Great American Insurance Company, Ardsley Partners Renewable Energy, LP, CCI SPV III, LP, Denman Street LLC, John B. Bending Irrevocable Children’s Trust, John B. Berding, and AE Convert, LLC, a Delaware limited liability company managed by Russell Stidolph, a related party as Mr. Stidolph is a director of the Company (together, the “Purchasers”). In connection with the issuance and sale of the AFG Convertible Notes, the Company entered into an investment agreement (the “Investment Agreement”) with the Purchasers. Refer to Note 12, Borrowing s , for additional information. Warrants Liability The Company has issued private placement warrants to various counterparties since the initial public offering (“IPO”), some of which are exercisable and outstanding as of September 30, 2023 and December 31, 2022. Refer to Note 13, Warrants Liability - Related Party, for additional information. In April 2023 and May 2023, respectively, the Company issued common stock and private placement warrants (the “April 2023 Transaction” and “May 2023 Transaction”, respectively). Refer to Note 18, Shareholders’ Equity and Note 13, Warrants Liability - Related Party for additional information. Standby Equity Purchase Agreement On April 28, 2022, the Company entered into the SEPA. Pursuant to the SEPA, the Company had the right, but not the obligation, to sell to Yorkville shares of its common stock at the Company’s request. On August 23, 2023, the Company and Yorkville terminated the SEPA, as amended, by mutual written consent. See Note 12, Borrowings for pre-advance loans in form of convertible promissory notes and Note 18, Shareholders' Deficit |
Borrowings
Borrowings | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Borrowings | Borrowings The Company’s debt obligations at carrying value consist of the following related and third-party borrowings: September 30, 2023 December 31, 2022 Maturity Date Borrowing Outstanding Carrying Value* Borrowing Outstanding Carrying Value* 2021 Convertible Notes Payable June 2026 $ 112,442 $ 90,169 $ 109,167 $ 82,950 Senior Secured Term Loan March 2026 100,000 84,537 100,000 81,616 AFG Convertible Note June 2026 15,390 26,091 — — Equipment financing facility April 2026 6,467 6,467 8,577 8,577 Yorkville Convertible Promissory Note June 2023 — — 2,000 2,688 Total borrowings 234,299 207,264 219,744 175,831 Current portion 3,211 3,211 5,560 5,560 Total borrowings, non-current $ 231,088 $ 204,053 $ 214,184 $ 170,271 * Carrying value includes unamortized deferred financing costs, unamortized discounts, and fair value of embedded derivative liabilities. Yorkville Convertible Promissory Notes - Related Party On December 29, 2022, the Company issued and sold a convertible promissory note (the “December 2022 Promissory Note”) with an aggregate principal amount of $2,000 in a private placement to Yorkville under a second supplemental agreement to the SEPA (the “Second Supplemental Agreement”). In January 2023, Yorkville delivered Investor Notices requiring the Company to issue and sell an aggregate of 1,953,612 shares of common stock to Yorkville to offset all outstanding amounts owed to Yorkville under the December 2022 Promissory Note. On February 1, 2023, the Company issued a convertible promissory note (the “February 2023 Promissory Note”) with an aggregate principal amount of $5,000 in a private placement to Yorkville under the Second Supplemental Agreement. The fair value of the February 2023 Promissory Note at issuance was $5,887, which was greater than the proceeds received. As such, the Company recorded the excess of fair value of the February 2023 Promissory Note over the proceeds received as interest expense in the amount of $987, which is reflected in the unaudited condensed consolidated statements of operations and comprehensive income (loss). In February 2023, Yorkville delivered Investor Notices requiring the Company to issue and sell an aggregate of 3,879,706 shares of common stock to Yorkville, in order to offset all outstanding amounts owed to Yorkville under the February 2023 Promissory Note. On March 17, 2023, the Company issued a convertible promissory note (the “March 2023 Promissory Note”) with an aggregate principal amount of $15,000 in a private placement to Yorkville under a third supplemental agreement to the SEPA. The fair value of the March 2023 Promissory Note at issuance was $20,665, which was greater than the proceeds received. As such, the Company recorded the excess of fair value of the March 2023 Promissory Note over the proceeds received as interest expense in the amount of $5,965, which is reflected in the unaudited condensed consolidated statements of operations and comprehensive income (loss). In March and April 2023, Yorkville delivered Investor Notices requiring the Company to issue and sell an aggregate of 8,641,918 shares of common stock to Yorkville, in order to offset all outstanding amounts owed to Yorkville under the March 2023 Promissory Note. On April 10, 2023, the Company issued a convertible promissory note (the “April 2023 Promissory Note”) with an aggregate principal amount of $15,000 in a private placement to Yorkville under a fourth supplemental agreement to the SEPA. The fair value of the April 2023 Promissory Note at issuance was $25,319, which was greater than the proceeds received. As such, the Company recorded the excess of fair value of the April 2023 Promissory Note over the proceeds received as interest expense in the amount of $10,619, which is reflected in the unaudited condensed consolidated statements of operations and comprehensive income (loss). During the second quarter of 2023, Yorkville delivered Investor Notices requiring the Company to issue and sell an aggregate of 8,471,793 shares of common stock to Yorkville, in order to offset all outstanding amounts owed to Yorkville under the April 2023 Promissory Note. The Company recognized a loss on debt extinguishment from the issuance of common stock from the Yorkville Convertible Promissory Notes of $3,510 for the nine months ended September 30, 2023, which is reflected in the unaudited condensed consolidated statements of operations and comprehensive income (loss). On August 23, 2023, the Company and Yorkville terminated the SEPA, as amended, by mutual written consent. At the time of termination, there were no outstanding borrowings, advance notices or shares of Common Stock to be issued under the SEPA. In addition, there were no fees due by the Company or Yorkville in connection with the termination of the SEPA. Embedded derivatives- Yorkville Convertible Promissory Notes - Related party The conversion feature for each of the Yorkville Convertible Promissory Notes discussed above did not qualify for the scope exception to derivative accounting, therefore bifurcation was required for each issuance. Upon extinguishment of each Yorkville Promissory Note, the embedded derivatives were adjusted to fair value. This remeasurement resulted in net gains of $6,922 for the nine months ended September 30, 2023, which is included in (loss) gain on change in fair value of derivatives - related party on the unaudited condensed consolidated statements of operations and comprehensive income (loss). At September 30, 2023, there were no outstanding Yorkville Convertible Notes. 2021 Convertible Notes Payable – Related Party On July 6, 2021, the Company entered into an investment agreement with Spring Creek Capital, LLC, a wholly-owned, indirect subsidiary of Koch Industries, Inc. The investment agreement provides for the issuance and sale to Koch Industries of the 2021 Convertible Notes in the aggregate principal amount of $100,000. The maturity date of the 2021 Convertible Notes is June 30, 2026, subject to earlier conversion, redemption, or repurchase. See Note 14, Fair Value Measurement for the assumptions used to determine the fair value of the embedded derivative as of September 30, 2023 and as of December 31, 2022. As of September 30, 2023 and December 31, 2022, the fair value of the embedded conversion feature was $786 and $918, respectively. The gain (loss) from the change in fair value of the embedded derivative conversion feature for the three months ended September 30, 2023 and 2022 amounted to $3,190 and $(369) and for the nine months ended September 30, 2023 and 2022 amounted to $248 and $11,304, respectively. Interest expense recognized on the 2021 Convertible Notes is as follows: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Contractual interest expense $ 1,686 $ 1,590 $ 4,960 $ 4,677 Amortization of debt discount 1,365 1,065 3,822 2,532 Amortization of debt issuance costs 132 104 371 281 Total $ 3,183 $ 2,759 $ 9,153 $ 7,490 The balances for the 2021 Convertible Notes are as follows: September 30, 2023 December 31, 2022 Principal $ 112,442 $ 109,167 Unamortized debt discount (21,027) (24,733) Unamortized debt issuance costs (2,032) (2,402) Embedded conversion feature 786 918 Aggregate carrying value $ 90,169 $ 82,950 The Company is obligated to repay all contractual interest attributable to the 2021 Convertible Notes in-kind on a semi-annual basis, in accordance with the terms under the Senior Secured Term Loan. Therefore, as of September 30, 2023, and December 31, 2022, interest payable attributable to the 2021 Convertible Notes was $1,686 and $0, respectively. AFG Convertible Notes - Related Party On January 18, 2023, the Company entered into the Investment Agreement with the Purchasers relating to the issuance and sale to the Purchasers of $13,750 in aggregate principal amount of the Company’s AFG Convertible Notes. Contractual Interest Rates - The AFG Convertible Notes bear interest at a rate of 26.5% per annum, which is entirely paid-in-kind. All interest payments are made through an increase in the principal amount of the outstanding AFG Convertible Notes or through the issuance of additional notes (such interest is referred to herein as “PIK Interest”). Interest on the AFG Convertible Notes is payable semi-annually in arrears on June 30 and December 30, commencing on June 30, 2023. It is expected that the Notes will mature on June 30, 2026, subject to earlier conversion, redemption or repurchase. Conversion Rights - The AFG Convertible Notes are convertible at the option of the holder (the “Conversion Option”) at any time until the business day prior to the maturity date, including in connection with a redemption by the Company. The AFG Convertible Notes are convertible into shares of the Company’s common stock, par value $0.0001 per share, based on an initial conversion price of approximately $1.67 per share subject to customary anti-dilution and other adjustments. The Company has the right to settle conversions in shares of common stock, cash, or any combination thereof. Optional Redemption - On or after June 30, 2024, provided that the Company has obtained stockholder approval, the AFG Convertible Notes are redeemable by the Company in the event that the closing sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides the redemption notice. The redemption price will be equal to the then current principal amount of the AFG Convertible Notes (inclusive of all PIK Interest), plus the aggregate amount of all interest payments on the AFG Convertible Notes that the holders of the AFG Convertible Notes to be redeemed would have been entitled to receive had the AFG Convertible Notes remained outstanding to the maturity date. Contingent Redemption - With certain exceptions, upon the occurrence of certain events and fundamental changes described in the AFG Convertible Notes Agreement, the holders of the AFG Convertible Notes may require that the Company repurchase all or part of the principal amount of the AFG Convertible Notes at a purchase price of 100% of the principal amount of the AFG Convertible Notes, plus accrued and unpaid interest. Embedded Derivative - The Conversion Option includes an exercise contingency, which requires the Company to obtain shareholder approval for conversions subject to the Exchange Cap. If shareholder approval is not obtained, following commercially reasonable efforts, the Company will be required to settle the conversion in excess of the Exchange Cap in cash. Since settlement in cash may be required in absence of shareholder approval, the embedded conversion feature fails the equity classification guidance in ASC 815 and is thus precluded from being classified in equity. Therefore, the embedded conversion feature is required to be bifurcated from the AFG Convertible Notes and accounted for at fair value at each reporting date, with changes in fair value recognized on the unaudited condensed consolidated statements of operations and comprehensive income (loss). The embedded derivative is presented on the unaudited condensed consolidated balance sheet as a component of Convertible notes payable - related party. The fair value of the embedded derivative was $14,583 at September 30, 2023. The gain (loss) from the change in fair value of the embedded derivative for the three and nine months ended September 30, 2023 amounted to $24,208 and $(8,132), respectively. See Note 14, Fair Value Measurement for the assumptions used to determine the fair value of the embedded derivative as of September 30, 2023 and as of the date of issuance. The fair value of the AFG Convertible Notes at issuance was $16,623, which was greater than the proceeds received. The Company recorded the difference of $2,873 as interest expense on the unaudited condensed consolidated statement of operations and comprehensive income (loss). Interest expense recognized on the AFG Convertible Notes is as follows: Three Months Ended Nine Months Ended September 30, 2023 Contractual interest expense $ 1,020 $ 2,659 Amortization of debt discount 192 550 Amortization of debt issuance costs 54 155 Total $ 1,266 $ 3,364 The balance for the AFG Convertible Notes is as follows: September 30, 2023 Principal $ 15,390 Unamortized debt discount (3,028) Unamortized debt issuance costs (854) Embedded conversion feature 14,583 Aggregate carrying value $ 26,091 The Company is obligated to repay all contractual interest attributable to the AFG Convertible Notes in-kind on a semi-annual basis, in accordance with the terms of the Investment Agreement. Therefore, as of September 30, 2023, interest payable attributable to the AFG Convertible Notes was $1,020. Senior Secured Term Loan On July 29, 2022, the Company entered into a $100,000 Senior Secured Term Loan Credit Agreement with Atlas Credit Partners (ACP) Post Oak Credit I LLC., as administrative agent for the lenders and collateral agent for the secured parties. As of September 30, 2023, the Company had total borrowings of $100,000 under the Senior Secured Term Loan. The Senior Secured Term Loan is scheduled to mature on the earlier of (i) July 29, 2026, and (ii) 91 days prior to the current maturity date of the 2021 Convertible Notes of June 30, 2026. The Company has the right at any time to prepay any Borrowing in whole or in part in an amount of not less than $500. The outstanding principal balance of the Senior Secured Term Loan bears interest, at the applicable margin plus, at the Company’s election, either (i) the benchmark secured overnight financing rate (“SOFR”), which is a per annum rate equal to (y) the Adjusted Term SOFR (as defined in the agreement) plus 0.2616%, or (ii) the alternate base rate (“ABR”), which is a per annum rate equal to the greatest of (x) the Prime Rate (as defined in the agreement), (y) the NYFRB Rate (as defined in the agreement) plus 0.5% and (z) the SOFR. The applicable margin under the Credit Agreement is 8.5% per annum with respect to SOFR loans, and 7.5% per annum with respect to ABR loans. Interest on the Senior Secured Term Loan accrues at a variable interest rate, and interest payments are due quarterly. The Company may elect to convert SOFR Loans to ABR (and ABR Loans to SOFR). As of September 30, 2023, the interest rate in effect for the Senior Secured Term Loan for the third quarter of 2023 interest payment was 14.00%. Any repayment of principal prior to the second anniversary of the issuance date is subject to a call premium. The call premium is equal to the present value of all interest payments due through June 30, 2024, calculated using a discount rate equal to the applicable treasury rate as of the repayment date plus 50 basis points. The Company deemed that the fair value of the embedded derivative features which qualify for bifurcation was de minimis. Concurrently, the Company entered into a Guarantee and Collateral Agreement which secures and guarantees the Senior Secured Term Loan with substantially all the assets of the Company and its subsidiaries, other than the Company’s equity interests in Hi-Power and assets of Hi-Power. Additionally, interest is required to be escrowed in an amount equal to the aggregate amount of the four immediately following interest payments owed on the Loans which was $11,652 at September 30, 2023. This escrowed and restricted cash is presented on a separate line item on the unaudited condensed consolidated balance sheets as long-term restricted cash. The agreements also contain customary affirmative and negative covenants. They limit the Company’s and its subsidiaries’ ability to incur indebtedness, make restricted payments, including cash dividends on its common stock, make certain investments, loans and advances, enter into mergers and acquisitions, sell, assign, transfer or otherwise dispose of its assets, enter into transactions with its affiliates and engage in sale and leaseback transactions, among other restrictions. Furthermore, the limitation on the Company’s ability to incur indebtedness also requires payment of principal and interest in kind on the 2021 Convertible Notes. While the Company was in compliance with this covenant as of September 30, 2023 and currently expects to remain in compliance as of December 31, 2023, absent the Company’s ability to secure additional outside capital, the Company may be unable to remain in compliance with this covenant beginning on March 31, 2024 and thereafter (see Note 1, Overview for further discussion). The following table summarizes interest expense recognized: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Contractual interest expense $ 3,540 $ 1,861 $ 10,366 $ 1,861 Amortization of debt discount 105 53 297 53 Amortization of debt issuance costs 929 495 2,624 495 Total $ 4,574 $ 2,409 $ 13,287 $ 2,409 The Senior Secured Term Loan balance is as follows: September 30, 2023 December 31, 2022 Principal $ 100,000 $ 100,000 Unamortized debt discount (1,569) (1,866) Unamortized debt issuance costs (13,894) (16,518) Aggregate carrying value $ 84,537 $ 81,616 Equipment Financing facility The Company entered into an agreement on September 30, 2021 with Trinity Capital Inc. (“Trinity”) for a $25,000 equipment financing facility, the proceeds of which will be used to acquire certain manufacturing equipment, subject to Trinity’s approval. Each draw is executed under a separate payment schedule (a “Schedule”) that constitutes a separate financial instrument. The financing fees included in each Schedule are established through monthly payment factors determined by Trinity. Such monthly payment factors are based on the Prime Rate reported in The Wall Street Journal in effect on the first day of the month in which a Schedule is executed. The Company has drawn a portion of the facility as follows: Date of Draw Gross Amount of Initial Draw Coupon Interest Rate Debt Issuance Costs September 2021 $ 7,000 14.3% $ 175 September 2022 4,216 16.2% 96 Total Equipment Financing loans $ 11,216 $ 271 On September 30, 2022, the equipment facility’s unused commitment of $13,784 expired. As of September 30, 2023 and December 31, 2022, total equipment financing debt outstanding was $6,467 and $8,577, respectively of which $3,211 and $2,872 are recorded as a current liability on the unaudited condensed consolidated balance sheets, respectively. The Company recognized $265 and $190 for the three months ended September 30, 2023 and 2022, and $874 and $615 for the nine months ended September 30, 2023 and 2022 as interest expense attributable to the equipment financing agreement, respectively. |
Warrants Liability - Related Pa
Warrants Liability - Related Party | 9 Months Ended |
Sep. 30, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Warrants Liability - Related Party | Warrants Liability - Related Party The Company issued private placement warrants to purchase shares of common stock to the sponsor of B. Riley Principal Merger Corp. II (“BMRG”) in conjunction with its initial public offering in 2020 (the “IPO warrants”). As of September 30, 2023 and December 31, 2022, BMRG had 274,400 and 325,000 IPO warrants outstanding, respectively, with fair values of $114 and $78, respectively. In April 2023, the Company issued 16,000,000 shares of common stock and 16,000,000 private placement warrants to purchase shares of common stock, and in May 2023, the Company issued another 3,601,980 shares of common stock and 3,601,980 private placement warrants to purchase shares of common stock. The proceeds from the April 2023 and May 2023 Transactions were $40,000, and $8,000, respectively. The fair value of the warrants and common stock for the April 2023 and May 2023 Transactions at issuance was $66,366 and $13,267, respectively, which was greater than the proceeds. As such, the Company recorded the excess as losses in the amounts of $26,366 and $5,267, respectively, as a component of (loss) gain on change in fair value of derivatives - related party in the Company’s unaudited condensed consolidated statements of operations and comprehensive income (loss). The warrants issued as part of the April 2023 Transaction and May 2023 Transaction (“April 2023 warrants” and “May 2023 warrants”, respectively) are classified as Level 3 financial instruments in the fair value hierarchy (refer to Note 15, Fair Value Measurement ). As of September 30, 2023, the April 2023 and May 2023 warrants were outstanding with fair values of $18,415 and $4,425, respectively. For all warrants in aggregate, the change in fair value for the three and nine months ended September 30, 2023 amounted to decreases in the liability of $34,406 and $6,677, respectively. The change in fair value for the three and nine months ended September 30, 2022 amounted to $(47) and $790, respectively. These changes have been recognized in (loss) gain on change in fair value of derivatives - related party in the Company’s unaudited condensed consolidated statements of operations and comprehensive income (loss). |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement The Company’s financial instruments consist of cash and cash equivalents, restricted cash, accounts receivable, notes receivable, contract assets, accounts payable, warrants, convertible notes 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 the Company’s accompanying unaudited condensed consolidated balance sheets, and their designations among the three fair value measurement categories: September 30, 2023 December 31, 2022 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Liabilities Warrants $ — $ 114 $ 22,840 $ — $ 78 $ — Embedded derivatives $ — $ — $ 15,369 $ — $ — $ 1,945 Warrants Liabilities The IPO warrants are classified as Level 2 financial instruments in the table above. They are valued on the basis of the quoted price of the Company’s public warrants, adjusted for insignificant difference between the public warrants and the private placement warrants. The April 2023 warrants and May 2023 warrants are classified as Level 3 financial instruments in the table above. The Company estimated the fair value of the April 2023 warrants and May 2023 warrants using the Black-Scholes model at inception and on subsequent valuation dates. This model incorporates inputs such as the stock price of the Company, risk-free interest rate, volatility, and time to expiration. The volatility involves unobservable inputs classified as Level 3 of the fair value hierarchy. The assumptions used to determine the fair value of the April 2023 and May 2023 warrants are as follows: April 2023 warrants September 30, 2023 April 12, 2023 Time to expiration 5.04 years 5.51 years Common stock price $ 2.15 $ 2.61 Risk-free interest rate 4.6 % 3.4 % Volatility 70.0 % 70.0 % May 2023 warrants September 30, 2023 May 15, 2023 Time to expiration 4.79 years 5.17 years Common stock price $ 2.15 $ 2.31 Risk-free interest rate 4.6 % 3.4 % Volatility 70.0 % 70.0 % Embedded derivatives The Company estimated the fair value of the embedded conversion features using a binomial lattice model at 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. The assumptions used to determine the fair value of the embedded derivative liabilities are as follows: 2021 Convertible Notes Payable September 30, 2023 December 31, 2022 Term 2.75 years 3.5 years Dividend yield — % — % Risk-free interest rate 4.8 % 4.1 % Volatility 70.0 % 80.0 % Effective debt yield 40.0 % 25.0 % AFG Convertible Notes Payable September 30, 2023 January 18, 2023 Term 2.75 years 3.5 years Dividend yield — % — % Risk-free interest rate 4.8 % 3.6 % Volatility 70.0 % 70.0 % Effective debt yield 40.0 % 40.0 % Level 3 liabilities are measured at fair value on a recurring basis using significant unobservable inputs. The following table summarizes the changes in the fair value of liabilities that are included within the Company’s accompanying unaudited condensed consolidated balance sheets and are designated as Level 3: Level 3 Three Months Ended Nine Months Ended 2023 2022 2023 2022 Embedded derivatives Balance at beginning of the period $ 42,767 $ 707 $ 1,945 $ 12,359 Additions — — 42,191 21 Loss (gain) on change in fair value of derivatives - related party (27,398) 369 (28,767) (11,304) Balance at end of the period $ 15,369 $ 1,076 $ 15,369 $ 1,076 Warrants Balance at beginning of the period $ 56,905 $ — $ — $ — Additions — — 29,553 — Gain on change in fair value of derivatives - related party (34,065) — (6,713) — Balance at end of the period $ 22,840 $ — $ 22,840 $ — The estimated fair value of financial instruments not carried at fair value in the unaudited condensed consolidated balance sheets was as follows: Level in Fair Value Hierarchy September 30, 2023 December 31, 2022 Carrying Value Fair Value Carrying Value Fair Value Notes receivable 3 $ 863 $ 703 $ 863 $ 677 2021 Convertible Notes* 3 90,169 53,997 82,950 62,421 Senior Secured Term Loan 3 84,537 54,256 81,616 77,576 AFG Convertible Notes* 3 26,091 27,451 — — Equipment financing facility 3 6,467 2,877 8,577 6,282 Yorkville Convertible Notes* 3 — — 2,688 2,908 Total $ 208,127 $ 139,284 $ 176,694 $ 149,864 *Includes the embedded derivative liabilities. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Lease Commitments The Company has lease commitments under lease agreements. As of September 30, 2023, future lease payments amounted to $5,736. Minimum Volume Commitment In June 2022, the Company entered into a long-term supply agreement with a minimum volume commitment with a third party, which provides services to process certain raw materials. Any purchase order issued under this supply agreement will be non-cancellable. To the extent the Company fails to order the guaranteed minimum volume defined in the contract at the end of the term, the Company is required to pay the counterparty an amount equal to the shortfall, if any, multiplied by a fee. As of September 30, 2023, the Company had open purchase commitments of $148 under this agreement. The Company believes it will meet the minimum volume commitment and no shortfall penalty has been accrued as of as of September 30, 2023. Legal Proceedings Delaware Section 205 Petition On November 12, 2020, BMRG, the predecessor to the Company, held a special meeting of stockholders (the “BMRG Special Meeting”) to approve certain matters relating to the business combination between BMRG and Eos Energy Storage LLC. One of these matters was a proposal to amend and restate BMRG’s certificate of incorporation in order to, among other things, increase the number of authorized shares of common stock from 125,000,000 shares of common stock, consisting of 100,000,000 shares of Class A common stock and 25,000,000 shares of Class B common stock, to 200,000,000 shares of common stock, and to reclassify all Class A common stock and Class B common stock as a single class of common stock (the “Charter Amendment Proposal”). The Charter Amendment Proposal was approved by a majority of the outstanding shares of Class A common stock and Class B common stock of BMRG as of the record date for the BMRG Special Meeting, voting together as a single class, although voting records indicate that a majority of each of the shares of Class A common stock and Class B common stock also approved the Charter Amendment Proposal. After the BMRG Special Meeting, BMRG and Eos Energy Storage LLC closed the business combination and the Company’s certificate of incorporation, as amended to give effect to the Charter Amendment Proposal, became effective. A recent ruling by the Delaware Court of Chancery introduced uncertainty as to whether Section 242(b)(2) of the Delaware General Corporation Law (the “DGCL”) would have required the Charter Amendment Proposal to be approved by separate votes of the majority of BMRG’s then-outstanding shares of Class A common stock and Class B common stock. To resolve potential uncertainty with respect to the Company’s capital structure, the Company filed a petition in the Delaware Court of Chancery under Section 205 of the DGCL to seek validation of the Charter Amendment Proposal. Section 205 of the DGCL permits the Court of Chancery, in its discretion, to ratify and validate potentially defective corporate acts. On February 27, 2023, the Court of Chancery approved the Company’s request for relief and entered an order under Section 205 of the Delaware General Corporation Law (1) declaring the Company’s Third Amended and Restated Certificate of Incorporation (the “Charter”), including the filing and effectiveness thereof, as validated and effective retroactive to the date of its filing with the Office of the Secretary of State of the State of Delaware on November 16, 2020, and all amendments effected thereby and (2) ordering that the Company’s securities (and the issuance of the securities) described in the Petition and any other securities issued in reliance on the validity of the Charter are validated and declared effective, each as of the original issuance dates. Class Action Complaints On March 8, 2023, Plaintiff Richard Delman filed a class action complaint (the “March Complaint”) in the Court of Chancery of the State of Delaware. The March Complaint names certain of the Company’s former directors as defendants. Neither the Company nor Eos Energy Storage LLC was named as a defendant in the March Complaint, but each was identified as a relevant non-party and the Company owes certain indemnification obligations relating to the lawsuit to the Company’s former directors. Although the Company is unable to predict the final outcome or estimate a potential range of loss at this stage of the proceedings, the Company accrued $722 for the probable loss included in accrued expenses on the condensed consolidated balance sheets as of September 30, 2023. On August 1, 2023, a class action complaint was filed against the Company, its Chief Executive Officer, its Chief Financial Officer, and its former Chief Financial Officer (the “August Complaint”) in the United States District Court, District of New Jersey. The August Complaint asserts violations of the federal securities laws in connection with statements and alleged omissions relating to the Company’s business, prospects and reported backlog . The Company believes the August Complaint is without merit and intends to vigorously defend against this action. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Our stock-based compensation expense is associated with restricted stock units (“RSU”s) and stock options. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period of the award, which is generally the award vesting term. Stock options generally have a term of five three Stock-based compensation expense included in the unaudited condensed consolidated statements of operations and comprehensive income (loss) was as follows: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Stock options $ 1,048 $ 1,357 $ 2,027 $ 2,778 Restricted stock units 3,408 2,259 8,096 8,215 Total $ 4,456 $ 3,616 $ 10,123 $ 10,993 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the three and nine months ended September 30, 2023, income tax expense was $13 and $25, respectively, related to taxable earnings from the Company’s foreign operations. For the three and nine months ended September 30, 2022, income tax expense was $110 and $45, respectively. The income tax expense differs from the amount computed by applying the statutory U.S. federal income tax rate of 21% to the loss before income taxes. This is due to non-taxable income, 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 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 September 30, 2023 and December 31, 2022 due to cumulative losses. Therefore, the Company has a valuation allowance against its net U.S. deferred tax assets. As of September 30, 2023 and December 31, 2022, 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. The Company files income tax returns in U.S. federal and various state jurisdictions, as well as Italy and India. The open tax years for federal returns are 2019 and forward, and open tax years for state returns are generally 2018 and forward. In addition, net operating losses generated in closed years and utilized in open years are subject to adjustment by the tax authorities. On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 into law. There are two major corporate tax provisions included in the Act. In general, the IRA creates a 15% corporate alternative minimum tax (“CAMT”) on any corporation that has (or has had) average annual “adjusted financial statement income” for a three-year period preceding the tax year that exceeds $1 billion. The CAMT is effective for tax years beginning after December 31, 2022. The IRA also imposes on publicly traded U.S. corporations a 1% excise tax on certain repurchases of their stock. The excise tax is effective for stock repurchases after December 31, 2022. The Company does not expect the aforementioned provisions in the IRA to have any material impact on the Company’s unaudited condensed consolidated financial statements. In addition to the CAMT discussed above, the IRA has production tax credits that are discussed in Note 10, Government Grants. |
Shareholders_ Deficit
Shareholders’ Deficit | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Shareholders’ Deficit | Shareholders’ Deficit Preferred Stock 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 September 30, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding. Common Stock The Company is authorized to issue 300,000,000 shares of common stock at $0.0001 par value. The holders of the Company’s common stock are entitled to one vote for each share held. At September 30, 2023 and December 31, 2022, there were 156,378,778 and 82,653,781 shares of common stock issued and outstanding. April 2023 Transaction and May 2023 Transactions As discussed in Note 13, Warrants Liability - Related Party, the April 2023 Transaction consisted of issuance of 16,000,000 shares of common stock at a price of $2.50 per share. The Company also issued 16,000,000 private placement warrants to purchase 16,000,000 shares of common stock. The warrants have an exercise price of $3.14 per share, became exercisable in October 2023 and expire five and one-half years from the date of issuance. The May 2023 Transaction consisted of issuance of 3,601,980 shares of common stock at a price of $2.221 per share. The Company also issued 3,601,980 private placement warrants to purchase 3,601,980 shares of common stock. The warrants have an exercise price of $2.50 per share, and became exercisable in July 2023. The warrants expire five years from the date they were initially exercisable. Treasury Stock The Company recorded treasury stock of $136 and $77 for the three months ended September 30, 2023 and 2022 and $587 and $929 for the nine months ended September 30, 2023 and 2022 for shares withheld from employees to cover the payroll tax liability of RSUs vested, respectively. The treasury stock was immediately retired. Public Warrants The Company sold warrants to purchase 9,075,000 shares of the Company’s common stock in a public offering on May 22, 2020 (the “Public Warrants”). Each Public Warrant entitles the holder to purchase a share of common stock at a price of $11.50 per share. There were no Public Warrants exercised during the three and nine months ended September 30, 2023. There were 600 Public Warrants exercised during the three and nine months ended September 30, 2022, respectively. As of September 30, 2023 and December 31, 2022, there were 7,052,254 and 7,001,654 public warrants outstanding, respectively. Standby Equity Purchase Agreement On April 28, 2022, the Company entered into the SEPA with Yorkville. Pursuant to the SEPA, as amended, the Company has the right, but not the obligation, to sell to Yorkville up to $75,000 of shares of its common stock at the Company’s request at any time during the commitment period, which commenced on April 28, 2022 and will end on the earlier of (i) May 1, 2024, or (ii) the date on which Yorkville shall have made payment of advances requested by the Company totaling up to the commitment amount of $75,000. Each sale the Company requests under the SEPA (an “Advance”) may be for a number of shares of common stock with an aggregate value of up to $20,000. The SEPA provides for shares to be sold to Yorkville at 97.0% of market price. Pursuant to the terms and conditions set forth in the SEPA, 465,117 shares were issued to Yorkville in April 2022 as consideration for its irrevocable commitment to purchase shares of common stock. The fair value of these shares of $1,061 was recorded as other expense in the unaudited condensed consolidated statements of operations and comprehensive income (loss). During the nine months ended September 30, 2023, total funds raised under the SEPA, inclusive of proceeds received from the Yorkville Convertible Promissory Notes, were $35,550. During the nine months ended September 30, 2023, total shares issued under the SEPA were 23,630,937. During the nine months ended September 30, 2022, total funds raised under the SEPA, inclusive of proceeds received from the Yorkville Convertible Promissory Notes, were $12,350. During the nine months ended September 30, 2022, total shares issued under the SEPA were 7,826,719. On August 23, 2023, the Company and Yorkville terminated the SEPA, as amended, by mutual written consent. At the time of termination, there were no outstanding borrowings, advance notices or shares of Common Stock to be issued under the SEPA. In addition, there were no fees due by the Company or Yorkville in connection with the termination of the SEPA. At-the-Market Offering Program On August 5, 2022, the Company entered into the Sales Agreement with Cowen and Company LLC (“Cowen”), with respect to an ATM offering program under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, par value $0.0001 per share, having an aggregate offering price of up to $100,000 (the “Placement Shares”) through Cowen as its sales agent and/or principal. On August 23, 2023, Amendment No. 1 to the ATM increased the maximum aggregate offering price from $100,000 to $200,000. The Company will pay Cowen a commission equal to 3.0% of the gross sales proceeds of any Placement Shares sold. The Company will also reimburse Cowen for certain expenses incurred in connection with the Sales Agreement. The Sales Agreement will terminate upon the earlier of (i) the sale of all Placement Shares subject to the Sales Agreement or (ii) termination of the Sales Agreement in accordance with the terms and conditions set forth therein. During the three and nine months ended September 30, 2023, the Company sold 28,938,944 shares raising proceeds of $81,897, net of fees paid to Cowen, at an average selling price of $2.74 per share. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The following table provides the numerators and denominators used in computing basic and diluted net income (loss) per share for the three months ended September 30, 2023 and 2022: For the Three Months Ended September 30, 2023 2022 Net income (loss) for basic earnings per share $ 14,932 $ (70,722) Effect of potentially dilutive shares: Adjustment for interest on Convertible Notes 4,449 — Adjustment for fair value gains on embedded derivatives for Convertible Notes (27,398) — Net loss for diluted earnings per share $ (8,017) $ (70,722) Weighted-average basic common shares outstanding 138,005,222 63,065,884 Dilutive effect of Convertible Notes 14,836,450 — Dilutive effect of April and May Warrants 1,344,677 — Dilutive effect of Restricted Stock Units 1,142,184 — Dilutive effect of Stock Options 996,751 — Weighted-average dilutive common shares outstanding 156,325,284 63,065,884 Earnings per share: Basic $ 0.11 $ (1.12) Diluted $ (0.05) $ (1.12) Basic net earnings per share (“EPS”) is calculated by dividing net earnings attributable to common stockholders by the weighted average number of shares of common stock outstanding for the applicable period. Diluted EPS is computed using the treasury stock method for warrants, stock options, and restricted stock units; and the if-converted method for convertible notes. For the three months ended September 30, 2023, the following potentially dilutive shares were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive. Three Months Ended Public and private placement warrants 7,326,654 Stock options 1,585,056 Since the Company incurred a net loss for the three months ended September 30, 2022, as well as the nine months ended September 30, 2023 and 2022, the potential dilutive shares from stock options, restricted stock units, warrants, and Convertible 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 September 30, 2022, as well as the nine months ended September 30, 2023 and 2022. 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 three months ended September 30, 2022, as well as the nine months ended September 30, 2023 and 2022: Nine Months Ended September 30, Three and Nine Months Ended September 30, 2023 2022 Stock options and restricted stock units 9,239,612 7,934,865 Public and private placement warrants 26,928,634 7,326,654 Convertible Notes (if converted) 14,836,450 5,298,396 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsThe Company has evaluated subsequent events through the issuance date of these financial statements. No material subsequent events were identified that require disclosure. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying 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 unaudited 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 (“SEC”). The interim financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto, included in our 2022 Annual Report on Form 10-K. These interim results are not necessarily indicative of results for the full year. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Reclassification of Prior Year Presentation | Reclassification of Prior Year PresentationCertain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. |
Government Grants | Government Grants The Company records grants received or receivable from government agencies as an offset to the related costs for which the grants are intended to compensate the Company. The costs of satisfying the Company’s obligations under the respective grant agreements are recognized as expense when incurred. The Company recognizes grant money once it is reasonably assured that the Company will comply with the conditions of the grant. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements There were no new accounting standards or updates during the nine months ended September 30, 2023 that would have a material impact on the Company’s unaudited condensed consolidated financial statements. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue Recognition | Product revenues, which are generally recognized at a point in time, and service revenues, which are generally recognized over time, are as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 Product revenue $ 662 $ 6,055 $ 9,586 $ 15,120 Service revenue 22 10 $ 182 $ 138 Total revenues $ 684 $ 6,065 $ 9,768 $ 15,258 |
Schedule of 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, current and contract liabilities, current and long-term are included separately on the unaudited condensed consolidated balance sheets and contract assets, long-term are included under other assets. September 30, December 31, Contract assets $ 2,471 $ 2,000 Contract liabilities $ 4,241 $ 4,806 |
Cash, Cash Equivalents and Re_2
Cash, Cash Equivalents and Restricted Cash (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash, Cash Equivalents, and Restricted Cash | The following table reconciles reported amounts from the unaudited condensed consolidated balance sheets to cash, cash equivalents and restricted cash reported within the unaudited condensed consolidated statements of cash flows: September 30, September 30, Cash and cash equivalents $ 57,970 $ 38,431 Restricted cash (1) 3,439 1,885 Long-term restricted cash 11,652 10,731 Total cash, cash equivalents, and restricted cash $ 73,061 $ 51,047 |
Schedule of Cash, Cash Equivalents, and Restricted Cash | The following table reconciles reported amounts from the unaudited condensed consolidated balance sheets to cash, cash equivalents and restricted cash reported within the unaudited condensed consolidated statements of cash flows: September 30, September 30, Cash and cash equivalents $ 57,970 $ 38,431 Restricted cash (1) 3,439 1,885 Long-term restricted cash 11,652 10,731 Total cash, cash equivalents, and restricted cash $ 73,061 $ 51,047 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Components of Inventories | The following table provides information about inventory balances: September 30, December 31, Raw materials $ 20,093 $ 22,899 Work-in-process 475 361 Finished goods — — Total inventory, net $ 20,568 $ 23,260 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Components of Property, Plant and Equipment, Net | The following table provides information about property, plant and equipment, net balances: Estimated Useful lives September 30, December 31, Equipment 5 to 10 years $ 20,831 $ 23,653 Finance lease 5 years 504 379 Furniture 5 to 10 years 1,944 1,868 Leasehold improvements Lesser of useful life/ 7,285 6,303 Tooling 2 to 3 years 5,392 6,926 Total 35,956 39,129 Less: Accumulated depreciation (15,620) (11,960) Total property, plant and equipment, net $ 20,336 $ 27,169 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses were as follows: September 30, 2023 December 31, 2022 Accrued payroll $ 4,501 $ 2,706 Warranty reserve (1) 4,895 3,836 Accrued legal and professional expenses 3,037 840 Provision for contract losses 4,797 2,561 Insurance premium payable, current 2,438 2,607 Other 5,402 2,809 Total accrued expenses $ 25,070 $ 15,359 (1) Refer to the table below for the warranty reserve activity for the three and nine months ended September 30, 2023. |
Schedule of Warranty Reserve Activity | The following table summarizes warranty reserve activity: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Warranty reserve - beginning of period $ 4,421 $ 3,636 $ 3,836 2,112 Additions for current period deliveries 58 962 455 2,463 Changes in the warranty reserve estimate 416 — 1,124 1,321 Warranty costs incurred — (642) (520) (1,940) Warranty reserve - end of period $ 4,895 $ 3,956 $ 4,895 $ 3,956 |
Borrowings (Tables)
Borrowings (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company’s debt obligations at carrying value consist of the following related and third-party borrowings: September 30, 2023 December 31, 2022 Maturity Date Borrowing Outstanding Carrying Value* Borrowing Outstanding Carrying Value* 2021 Convertible Notes Payable June 2026 $ 112,442 $ 90,169 $ 109,167 $ 82,950 Senior Secured Term Loan March 2026 100,000 84,537 100,000 81,616 AFG Convertible Note June 2026 15,390 26,091 — — Equipment financing facility April 2026 6,467 6,467 8,577 8,577 Yorkville Convertible Promissory Note June 2023 — — 2,000 2,688 Total borrowings 234,299 207,264 219,744 175,831 Current portion 3,211 3,211 5,560 5,560 Total borrowings, non-current $ 231,088 $ 204,053 $ 214,184 $ 170,271 * Carrying value includes unamortized deferred financing costs, unamortized discounts, and fair value of embedded derivative liabilities. The Senior Secured Term Loan balance is as follows: September 30, 2023 December 31, 2022 Principal $ 100,000 $ 100,000 Unamortized debt discount (1,569) (1,866) Unamortized debt issuance costs (13,894) (16,518) Aggregate carrying value $ 84,537 $ 81,616 Date of Draw Gross Amount of Initial Draw Coupon Interest Rate Debt Issuance Costs September 2021 $ 7,000 14.3% $ 175 September 2022 4,216 16.2% 96 Total Equipment Financing loans $ 11,216 $ 271 |
Schedule of Interest Expense | Interest expense recognized on the 2021 Convertible Notes is as follows: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Contractual interest expense $ 1,686 $ 1,590 $ 4,960 $ 4,677 Amortization of debt discount 1,365 1,065 3,822 2,532 Amortization of debt issuance costs 132 104 371 281 Total $ 3,183 $ 2,759 $ 9,153 $ 7,490 Interest expense recognized on the AFG Convertible Notes is as follows: Three Months Ended Nine Months Ended September 30, 2023 Contractual interest expense $ 1,020 $ 2,659 Amortization of debt discount 192 550 Amortization of debt issuance costs 54 155 Total $ 1,266 $ 3,364 The following table summarizes interest expense recognized: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Contractual interest expense $ 3,540 $ 1,861 $ 10,366 $ 1,861 Amortization of debt discount 105 53 297 53 Amortization of debt issuance costs 929 495 2,624 495 Total $ 4,574 $ 2,409 $ 13,287 $ 2,409 |
Schedule of Balances Recognized upon Issuance of Convertible Notes | The balances for the 2021 Convertible Notes are as follows: September 30, 2023 December 31, 2022 Principal $ 112,442 $ 109,167 Unamortized debt discount (21,027) (24,733) Unamortized debt issuance costs (2,032) (2,402) Embedded conversion feature 786 918 Aggregate carrying value $ 90,169 $ 82,950 The balance for the AFG Convertible Notes is as follows: September 30, 2023 Principal $ 15,390 Unamortized debt discount (3,028) Unamortized debt issuance costs (854) Embedded conversion feature 14,583 Aggregate carrying value $ 26,091 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Liabilities | The table below summarizes the fair values of certain liabilities that are included within the Company’s accompanying unaudited condensed consolidated balance sheets, and their designations among the three fair value measurement categories: September 30, 2023 December 31, 2022 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Liabilities Warrants $ — $ 114 $ 22,840 $ — $ 78 $ — Embedded derivatives $ — $ — $ 15,369 $ — $ — $ 1,945 |
Schedule of Assumptions used to determine Fair Value of Warrants and Embedded Derivative Liabilities | The assumptions used to determine the fair value of the April 2023 and May 2023 warrants are as follows: April 2023 warrants September 30, 2023 April 12, 2023 Time to expiration 5.04 years 5.51 years Common stock price $ 2.15 $ 2.61 Risk-free interest rate 4.6 % 3.4 % Volatility 70.0 % 70.0 % May 2023 warrants September 30, 2023 May 15, 2023 Time to expiration 4.79 years 5.17 years Common stock price $ 2.15 $ 2.31 Risk-free interest rate 4.6 % 3.4 % Volatility 70.0 % 70.0 % 2021 Convertible Notes Payable September 30, 2023 December 31, 2022 Term 2.75 years 3.5 years Dividend yield — % — % Risk-free interest rate 4.8 % 4.1 % Volatility 70.0 % 80.0 % Effective debt yield 40.0 % 25.0 % AFG Convertible Notes Payable September 30, 2023 January 18, 2023 Term 2.75 years 3.5 years Dividend yield — % — % Risk-free interest rate 4.8 % 3.6 % Volatility 70.0 % 70.0 % Effective debt yield 40.0 % 40.0 % |
Schedule of Liabilities Measured at Fair Value | The following table summarizes the changes in the fair value of liabilities that are included within the Company’s accompanying unaudited condensed consolidated balance sheets and are designated as Level 3: Level 3 Three Months Ended Nine Months Ended 2023 2022 2023 2022 Embedded derivatives Balance at beginning of the period $ 42,767 $ 707 $ 1,945 $ 12,359 Additions — — 42,191 21 Loss (gain) on change in fair value of derivatives - related party (27,398) 369 (28,767) (11,304) Balance at end of the period $ 15,369 $ 1,076 $ 15,369 $ 1,076 Warrants Balance at beginning of the period $ 56,905 $ — $ — $ — Additions — — 29,553 — Gain on change in fair value of derivatives - related party (34,065) — (6,713) — Balance at end of the period $ 22,840 $ — $ 22,840 $ — |
Schedule of Estimated Fair Value of Financial Instruments Not Carried at Fair Value | The estimated fair value of financial instruments not carried at fair value in the unaudited condensed consolidated balance sheets was as follows: Level in Fair Value Hierarchy September 30, 2023 December 31, 2022 Carrying Value Fair Value Carrying Value Fair Value Notes receivable 3 $ 863 $ 703 $ 863 $ 677 2021 Convertible Notes* 3 90,169 53,997 82,950 62,421 Senior Secured Term Loan 3 84,537 54,256 81,616 77,576 AFG Convertible Notes* 3 26,091 27,451 — — Equipment financing facility 3 6,467 2,877 8,577 6,282 Yorkville Convertible Notes* 3 — — 2,688 2,908 Total $ 208,127 $ 139,284 $ 176,694 $ 149,864 *Includes the embedded derivative liabilities. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-based Compensation Expense | Stock-based compensation expense included in the unaudited condensed consolidated statements of operations and comprehensive income (loss) was as follows: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Stock options $ 1,048 $ 1,357 $ 2,027 $ 2,778 Restricted stock units 3,408 2,259 8,096 8,215 Total $ 4,456 $ 3,616 $ 10,123 $ 10,993 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Earnings per Share | The following table provides the numerators and denominators used in computing basic and diluted net income (loss) per share for the three months ended September 30, 2023 and 2022: For the Three Months Ended September 30, 2023 2022 Net income (loss) for basic earnings per share $ 14,932 $ (70,722) Effect of potentially dilutive shares: Adjustment for interest on Convertible Notes 4,449 — Adjustment for fair value gains on embedded derivatives for Convertible Notes (27,398) — Net loss for diluted earnings per share $ (8,017) $ (70,722) Weighted-average basic common shares outstanding 138,005,222 63,065,884 Dilutive effect of Convertible Notes 14,836,450 — Dilutive effect of April and May Warrants 1,344,677 — Dilutive effect of Restricted Stock Units 1,142,184 — Dilutive effect of Stock Options 996,751 — Weighted-average dilutive common shares outstanding 156,325,284 63,065,884 Earnings per share: Basic $ 0.11 $ (1.12) Diluted $ (0.05) $ (1.12) |
Schedule of Anti-Dilutive Shares Excluded From Diluted Net Loss Per Share | For the three months ended September 30, 2023, the following potentially dilutive shares were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive. Three Months Ended Public and private placement warrants 7,326,654 Stock options 1,585,056 Nine Months Ended September 30, Three and Nine Months Ended September 30, 2023 2022 Stock options and restricted stock units 9,239,612 7,934,865 Public and private placement warrants 26,928,634 7,326,654 Convertible Notes (if converted) 14,836,450 5,298,396 |
Overview (Details)
Overview (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) segment | Sep. 30, 2022 USD ($) | Aug. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Line of Credit Facility [Line Items] | ||||||
Number of operating segments | segment | 1 | |||||
Number of reportable segments | segment | 1 | |||||
Net loss | $ 14,932 | $ (70,722) | $ (188,298) | $ (173,200) | ||
Net cash used in operating activities | (107,578) | (159,129) | ||||
Accumulated deficit | (834,638) | (834,638) | $ (646,340) | |||
Cash and cash equivalents | 57,970 | $ 38,431 | 57,970 | $ 38,431 | $ 17,076 | |
Working capital | 61,709 | 61,709 | ||||
Outstanding debt | $ 3,211 | $ 3,211 | ||||
DOE Clean Energy Financing Program | Notes Payable | ||||||
Line of Credit Facility [Line Items] | ||||||
Aggregate principal amount | $ 398,600 |
Revenue Recognition - Revenue R
Revenue Recognition - Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 684 | $ 6,065 | $ 9,768 | $ 15,258 |
Product revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 662 | 6,055 | 9,586 | 15,120 |
Service revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 22 | $ 10 | $ 182 | $ 138 |
Revenue Recognition - Narrative
Revenue Recognition - Narratives (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Sales-type lease, term of contract | 20 years | 20 years | |||
Sales-type lease, revenue | $ 0 | $ 0 | $ 0 | $ 1,166 | |
Increase (decrease) in contract asset | 471 | 2,626 | |||
Increase (decrease) in contract liabilities | (565) | $ 572 | |||
Revenue recognized in contract liabilities | 3,534 | ||||
Increase from customer advance payments | 2,969 | ||||
Contract liabilities, current | 3,285 | 3,285 | $ 3,850 | ||
Contract liabilities, long-term | 956 | 956 | $ 956 | ||
Contract assets, current | 2,401 | 2,401 | |||
Contract assets, long-term | $ 70 | $ 70 | |||
Revenue Benchmark | Customer 1 | Customer Concentration Risk | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Concentration risk percentage | 51.40% | 86.50% | 91% | 78.40% | |
Revenue Benchmark | Customer 2 | Customer Concentration Risk | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Concentration risk percentage | 35.50% | 13.40% |
Revenue Recognition - Informati
Revenue Recognition - Information about Contract Liabilities from Contracts with Customers (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Contract assets | $ 2,471 | $ 2,000 |
Contract liabilities | $ 4,241 | $ 4,806 |
Cash, Cash Equivalents and Re_3
Cash, Cash Equivalents and Restricted Cash - Narrative (Details) | Jul. 29, 2022 interest_payment |
Senior Secured Term Loan | Secured Debt | |
Restricted Cash and Cash Equivalents Items [Line Items] | |
Number of immediately following interest payments required to be escrowed | 4 |
Cash, Cash Equivalents and Re_4
Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 57,970 | $ 17,076 | $ 38,431 | |
Restricted cash | 3,439 | 2,725 | 1,885 | |
Long-term restricted cash | 11,652 | 11,422 | 10,731 | |
Total cash, cash equivalents, and restricted cash | $ 73,061 | $ 31,223 | $ 51,047 | $ 105,692 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 20,093 | $ 22,899 |
Work-in-process | 475 | 361 |
Finished goods | 0 | 0 |
Total inventory, net | $ 20,568 | $ 23,260 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net - Components of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 35,956 | $ 39,129 |
Less: Accumulated depreciation | (15,620) | (11,960) |
Total property, plant and equipment, net | 20,336 | 27,169 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 20,831 | 23,653 |
Equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful lives | 5 years | |
Equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful lives | 10 years | |
Finance lease | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 504 | 379 |
Estimated Useful lives | 5 years | |
Furniture | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,944 | 1,868 |
Furniture | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful lives | 5 years | |
Furniture | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful lives | 10 years | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 7,285 | 6,303 |
Tooling | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 5,392 | $ 6,926 |
Tooling | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful lives | 2 years | |
Tooling | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful lives | 3 years |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net - Narratives (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense related to property and equipment | $ 2,144 | $ 1,571 | $ 7,255 | $ 3,817 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Capitalized cost | $ 130 | $ 130 | ||
Amortization of capitalized computer software cost | 11 | 31 | ||
Patents | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross patents value | $ 400 | $ 400 | ||
Patents useful lives | 10 years | 10 years | ||
Patents amortization expenses | $ 10 | $ 10 | $ 30 | $ 30 |
Software | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Patents useful lives | 3 years | 3 years |
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 | Sep. 30, 2023 | Dec. 31, 2022 |
Variable Interest Entity [Line Items] | ||
Loan commitment on the consolidated balance sheet | $ 863 | $ 863 |
Financing receivable, allowance for credit loss | $ 2 | $ 2 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued payroll | $ 4,501 | $ 2,706 |
Warranty reserve | 4,895 | 3,836 |
Accrued legal and professional expenses | 3,037 | 840 |
Provision for contract losses | 4,797 | 2,561 |
Insurance premium payable, current | 2,438 | 2,607 |
Other | 5,402 | 2,809 |
Total accrued expenses | $ 25,070 | $ 15,359 |
Accrued Expenses - Warranty Res
Accrued Expenses - Warranty Reserve Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||||
Warranty reserve - beginning of period | $ 4,421 | $ 3,636 | $ 3,836 | $ 2,112 |
Additions for current period deliveries | 58 | 962 | 455 | 2,463 |
Changes in the warranty reserve estimate | 416 | 0 | 1,124 | 1,321 |
Warranty costs incurred | 0 | (642) | (520) | (1,940) |
Warranty reserve - end of period | $ 4,895 | $ 3,956 | $ 4,895 | $ 3,956 |
Government Grants (Details)
Government Grants (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Government Assistance [Line Items] | |||||
Grant expense, net | $ 0 | $ 0 | $ 0 | $ 4 | |
California Energy Commission | |||||
Government Assistance [Line Items] | |||||
Noncurrent grants receivables | $ 245 | $ 245 | $ 263 | ||
Government Assistance, Current, Statement of Financial Position [Extensible Enumeration] | Other current assets | Other current assets | |||
Production Tax Credits | |||||
Government Assistance [Line Items] | |||||
Government assistance amount | $ 109 | $ 953 | |||
Current grants receivable | $ 953 | $ 953 | |||
Government Assistance, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||||
Jul. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Jan. 31, 2023 | Jan. 18, 2023 | Jul. 06, 2021 | |
Related Party | ||||||
Related Party Transaction [Line Items] | ||||||
Payment made for debt issuance cost | $ 1,116,000 | $ 0 | ||||
2021 Convertible Notes Payable | Related Party | ||||||
Related Party Transaction [Line Items] | ||||||
Notes payable | $ 100,000,000 | |||||
Payment made for debt issuance cost | $ 3,000,000 | |||||
2021 Convertible Notes Payable | Convertible Notes | ||||||
Related Party Transaction [Line Items] | ||||||
Principal | $ 100,000,000 | |||||
AFG Convertible Notes Payable | Convertible Notes | Related Party | ||||||
Related Party Transaction [Line Items] | ||||||
Principal | $ 13,750,000 | $ 13,750,000 | ||||
Paid-In-Kind Interest Rate | 26.50% |
Borrowings - Schedule of Debt (
Borrowings - Schedule of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Borrowing Outstanding | ||
Total borrowings | $ 234,299 | $ 219,744 |
Current portion | 3,211 | 5,560 |
Total borrowings, non-current | 231,088 | 214,184 |
Carrying Value* | ||
Total borrowings | 207,264 | 175,831 |
Current portion | 3,211 | 5,560 |
Total borrowings, non-current | 204,053 | 170,271 |
2021 Convertible Notes Payable | ||
Carrying Value* | ||
Convertible notes payable | 90,169 | 82,950 |
2021 Convertible Notes Payable | Convertible Notes | ||
Borrowing Outstanding | ||
Convertible notes payable | 112,442 | 109,167 |
Total borrowings | 112,442 | 109,167 |
Carrying Value* | ||
Convertible notes payable | 90,169 | 82,950 |
Total borrowings | 90,169 | 82,950 |
Senior Secured Term Loan | ||
Carrying Value* | ||
Total borrowings | 84,537 | 81,616 |
Senior Secured Term Loan | Secured Debt | ||
Borrowing Outstanding | ||
Total borrowings | 100,000 | 100,000 |
Carrying Value* | ||
Total borrowings | 84,537 | 81,616 |
AFG Convertible Note | Convertible Notes | ||
Borrowing Outstanding | ||
Convertible notes payable | 15,390 | 0 |
Carrying Value* | ||
Convertible notes payable | 26,091 | 0 |
Equipment financing facility | ||
Carrying Value* | ||
Total borrowings | 6,467 | 8,577 |
Equipment financing facility | Line of Credit | ||
Borrowing Outstanding | ||
Total borrowings | 6,467 | 8,577 |
Carrying Value* | ||
Total borrowings | 6,467 | 8,577 |
Yorkville Convertible Promissory Note | Convertible Notes | ||
Borrowing Outstanding | ||
Convertible notes payable | 0 | 2,000 |
Carrying Value* | ||
Convertible notes payable | $ 0 | $ 2,688 |
Borrowings - Narrative (Details
Borrowings - Narrative (Details) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||||
Apr. 10, 2023 USD ($) | Mar. 17, 2023 USD ($) | Feb. 01, 2023 USD ($) | Jan. 18, 2023 USD ($) trading_day $ / shares | Jul. 29, 2022 USD ($) interest_payment | Feb. 28, 2023 shares | Jan. 31, 2023 USD ($) shares | Apr. 30, 2023 shares | Sep. 30, 2023 USD ($) $ / shares | Jun. 30, 2023 shares | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) $ / shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Dec. 29, 2022 USD ($) | Aug. 05, 2022 $ / shares | Sep. 30, 2021 USD ($) | Jul. 06, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||||||||||||||||
Carrying Value | $ 207,264,000 | $ 207,264,000 | $ 175,831,000 | |||||||||||||||
Loss on debt extinguishment | 0 | $ 942,000 | 3,510,000 | $ 942,000 | ||||||||||||||
Gain (loss) on change in fair value of derivatives - related party | (25,919,000) | 12,094,000 | ||||||||||||||||
Interest payable | $ 2,706,000 | $ 2,706,000 | $ 0 | |||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Outstanding balance | $ 234,299,000 | $ 234,299,000 | $ 219,744,000 | |||||||||||||||
Long-term debt, current | 3,211,000 | 3,211,000 | 2,872,000 | |||||||||||||||
Related Party | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Gain (loss) on change in fair value of derivatives - related party | 61,804,000 | (416,000) | (25,919,000) | 12,094,000 | ||||||||||||||
Yorkville Convertible Notes | Convertible Notes | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Principal | $ 2,000,000 | |||||||||||||||||
Converted instrument, shares issued (in shares) | shares | 1,953,612 | |||||||||||||||||
Yorkville Convertible Promissory Note February 2023 | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Carrying Value | $ 5,887,000 | |||||||||||||||||
Yorkville Convertible Promissory Note February 2023 | Convertible Notes | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Principal | 5,000,000 | |||||||||||||||||
Converted instrument, shares issued (in shares) | shares | 3,879,706 | |||||||||||||||||
Non-cash interest expense | $ 987,000 | |||||||||||||||||
March 2023 Promissory Note | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Carrying Value | $ 20,665,000 | |||||||||||||||||
March 2023 Promissory Note | Convertible Notes | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Principal | 15,000,000 | |||||||||||||||||
Converted instrument, shares issued (in shares) | shares | 8,641,918 | |||||||||||||||||
Non-cash interest expense | $ 5,965,000 | |||||||||||||||||
April 2023 Promissory Note | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Carrying Value | $ 25,319,000 | |||||||||||||||||
April 2023 Promissory Note | Convertible Notes | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Principal | 15,000,000 | |||||||||||||||||
Converted instrument, shares issued (in shares) | shares | 8,471,793 | |||||||||||||||||
Non-cash interest expense | $ 10,619,000 | |||||||||||||||||
Yorkville Convertible Promissory Note | Convertible Notes | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Loss on debt extinguishment | 3,510,000 | |||||||||||||||||
Embedded Derivatives - Yorkville Convertible Promissory Notes | Convertible Notes | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Gain (loss) on change in fair value of derivatives - related party | 6,922,000 | |||||||||||||||||
2021 Convertible Notes Payable | Related Party | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest payable | 1,686,000 | 1,686,000 | 0 | |||||||||||||||
2021 Convertible Notes Payable | Convertible Notes | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Principal | $ 100,000,000 | |||||||||||||||||
Carrying Value | 90,169,000 | 90,169,000 | 82,950,000 | |||||||||||||||
Embedded conversion feature | 786,000 | 786,000 | 918,000 | |||||||||||||||
Gain (loss) on beneficial conversion feature | 3,190,000 | (369,000) | 248,000 | 11,304,000 | ||||||||||||||
Non-cash interest expense - related party | 3,183,000 | 2,759,000 | 9,153,000 | 7,490,000 | ||||||||||||||
Outstanding balance | $ 112,442,000 | $ 112,442,000 | $ 109,167,000 | |||||||||||||||
Coupon Interest Rate | 40% | 40% | 25% | |||||||||||||||
AFG Convertible Notes Payable | Related Party | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Carrying Value | $ 16,623,000 | |||||||||||||||||
Interest payable | $ 1,020,000 | $ 1,020,000 | ||||||||||||||||
Non-cash interest expense - related party | $ 2,873,000 | |||||||||||||||||
AFG Convertible Notes Payable | Convertible Notes | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Conversion price per unit (in dollars per share) | $ / shares | $ 1.67 | |||||||||||||||||
Percentage of stock price | 130% | |||||||||||||||||
Threshold trading days | trading_day | 20 | |||||||||||||||||
Consecutive trading days | trading_day | 30 | |||||||||||||||||
Coupon Interest Rate | 40% | 40% | 40% | |||||||||||||||
AFG Convertible Notes Payable | Convertible Notes | Related Party | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Principal | $ 13,750,000 | $ 13,750,000 | ||||||||||||||||
Carrying Value | $ 26,091,000 | $ 26,091,000 | ||||||||||||||||
Embedded conversion feature | 14,583,000 | 14,583,000 | ||||||||||||||||
Gain (loss) on beneficial conversion feature | 24,208,000 | (8,132,000) | ||||||||||||||||
Paid-In-Kind Interest Rate | 26.50% | |||||||||||||||||
Redemption percentage | 100% | |||||||||||||||||
Non-cash interest expense - related party | 1,266,000 | 3,364,000 | ||||||||||||||||
Outstanding balance | 15,390,000 | 15,390,000 | ||||||||||||||||
Senior Secured Term Loan | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Carrying Value | 84,537,000 | 84,537,000 | $ 81,616,000 | |||||||||||||||
Senior Secured Term Loan | SOFR | Minimum | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Variable rate spread | 0.2616% | |||||||||||||||||
Senior Secured Term Loan | NYFRB | Minimum | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Variable rate spread | 0.50% | |||||||||||||||||
Senior Secured Term Loan | Secured Debt | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Principal | $ 100,000,000 | |||||||||||||||||
Carrying Value | 84,537,000 | 84,537,000 | 81,616,000 | |||||||||||||||
Outstanding balance | 100,000,000 | 100,000,000 | 100,000,000 | |||||||||||||||
Number of days prior to current maturity date | 91 days | |||||||||||||||||
Minimum prepayment amount | $ 500,000,000 | |||||||||||||||||
Repayment applicable treasury rate | 0.50% | |||||||||||||||||
Number of immediately following interest payments required to be escrowed | interest_payment | 4 | |||||||||||||||||
Interest escrowed for loan | $ 11,652,000 | $ 11,652,000 | ||||||||||||||||
Senior Secured Term Loan | SOFR Loans | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Variable rate spread | 8.50% | |||||||||||||||||
Coupon Interest Rate | 14% | 14% | ||||||||||||||||
Senior Secured Term Loan | ABR Loans | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Stated interest rate | 7.50% | |||||||||||||||||
Equipment financing facility | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Carrying Value | $ 6,467,000 | $ 6,467,000 | 8,577,000 | |||||||||||||||
Non-cash interest expense - related party | 265,000 | 190,000 | 874,000 | 615,000 | ||||||||||||||
Remaining borrowing capacity | $ 13,784,000 | $ 13,784,000 | ||||||||||||||||
Long-term line of credit | 6,467,000 | 6,467,000 | 8,577,000 | |||||||||||||||
Long-term debt, current | 3,211,000 | 3,211,000 | 2,872,000 | |||||||||||||||
Equipment financing facility | Line of Credit | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Carrying Value | 6,467,000 | 6,467,000 | 8,577,000 | |||||||||||||||
Outstanding balance | $ 6,467,000 | $ 6,467,000 | $ 8,577,000 | |||||||||||||||
Coupon Interest Rate | 16.20% | 16.20% | 14.30% | |||||||||||||||
Maximum borrowing capacity | $ 25,000,000 |
Borrowings - Interest Expense (
Borrowings - Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jan. 18, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
2021 Convertible Notes Payable | Convertible Notes | |||||
Debt Instrument [Line Items] | |||||
Contractual interest expense | $ 1,686 | $ 1,590 | $ 4,960 | $ 4,677 | |
Amortization of debt discount | 1,365 | 1,065 | 3,822 | 2,532 | |
Amortization of debt issuance costs | 132 | 104 | 371 | 281 | |
Total | 3,183 | 2,759 | 9,153 | 7,490 | |
AFG Convertible Notes | Related Party | |||||
Debt Instrument [Line Items] | |||||
Total | $ 2,873 | ||||
AFG Convertible Notes | Convertible Notes | Related Party | |||||
Debt Instrument [Line Items] | |||||
Contractual interest expense | 1,020 | 2,659 | |||
Amortization of debt discount | 192 | 550 | |||
Amortization of debt issuance costs | 54 | 155 | |||
Total | 1,266 | 3,364 | |||
Senior Secured Term Loan | Secured Debt | Nonrelated Party | |||||
Debt Instrument [Line Items] | |||||
Contractual interest expense | 3,540 | 1,861 | 10,366 | 1,861 | |
Amortization of debt discount | 105 | 53 | 297 | 53 | |
Amortization of debt issuance costs | 929 | 495 | 2,624 | 495 | |
Total | $ 4,574 | $ 2,409 | $ 13,287 | $ 2,409 |
Borrowings - Net Carrying Value
Borrowings - Net Carrying Value (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jan. 18, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | |||
Principal | $ 234,299 | $ 219,744 | |
Total borrowings | 207,264 | 175,831 | |
2021 Convertible Notes Payable | Convertible Notes | |||
Debt Instrument [Line Items] | |||
Principal | 112,442 | 109,167 | |
Unamortized debt discount | (21,027) | (24,733) | |
Unamortized debt issuance costs | (2,032) | (2,402) | |
Embedded conversion feature | 786 | 918 | |
Total borrowings | 90,169 | 82,950 | |
AFG Convertible Notes Payable | Related Party | |||
Debt Instrument [Line Items] | |||
Total borrowings | $ 16,623 | ||
AFG Convertible Notes Payable | Convertible Notes | Related Party | |||
Debt Instrument [Line Items] | |||
Principal | 15,390 | ||
Unamortized debt discount | (3,028) | ||
Unamortized debt issuance costs | (854) | ||
Embedded conversion feature | 14,583 | ||
Total borrowings | 26,091 | ||
Senior Secured Term Loan | |||
Debt Instrument [Line Items] | |||
Total borrowings | 84,537 | 81,616 | |
Senior Secured Term Loan | Secured Debt | |||
Debt Instrument [Line Items] | |||
Principal | 100,000 | 100,000 | |
Total borrowings | 84,537 | 81,616 | |
Senior Secured Term Loan | Secured Debt | Nonrelated Party | |||
Debt Instrument [Line Items] | |||
Principal | 100,000 | 100,000 | |
Unamortized debt discount | (1,569) | (1,866) | |
Unamortized debt issuance costs | (13,894) | (16,518) | |
Total borrowings | $ 84,537 | $ 81,616 |
Borrowings - Equipment Financin
Borrowings - Equipment Financing Facility (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 22 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | |
Debt Instrument [Line Items] | |||||
Gross Amount of Initial Draw | $ 0 | $ 4,216 | |||
Line of Credit | Equipment financing facility | |||||
Debt Instrument [Line Items] | |||||
Gross Amount of Initial Draw | $ 4,216 | $ 7,000 | $ 11,216 | ||
Coupon Interest Rate | 16.20% | 14.30% | 16.20% | ||
Debt Issuance Costs | $ 96 | $ 175 | $ 271 | $ 96 |
Warrants Liability - Related _2
Warrants Liability - Related Party (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
May 31, 2023 | Apr. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | May 22, 2020 | |
Class of Warrant or Right [Line Items] | ||||||||
Warrants outstanding (in shares) | 7,052,254 | 7,052,254 | 7,001,654 | |||||
Warrants liability - related party | $ 22,954 | $ 22,954 | $ 78 | |||||
Common stock to be purchased through warrants (in shares) | 9,075,000 | |||||||
Gain (loss) on change in fair value of derivatives - related party | (25,919) | $ 12,094 | ||||||
Common Stock | April 2023 warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Common stock to be purchased through warrants (in shares) | 16,000,000 | |||||||
Common Stock | May 2023 warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Common stock to be purchased through warrants (in shares) | 3,601,980 | |||||||
Related Party | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Gain (loss) on change in fair value of derivatives - related party | 61,804 | $ (416) | (25,919) | 12,094 | ||||
(Decrease) increase in fair value | $ (34,406) | $ (47) | $ (6,677) | $ 790 | ||||
Related Party | Common Stock | IPO Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants outstanding (in shares) | 274,400 | 274,400 | 325,000 | |||||
Warrants liability - related party | $ 114 | $ 114 | $ 78 | |||||
Related Party | Common Stock | April 2023 warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants liability - related party | $ 66,366 | 18,415 | 18,415 | |||||
Common stock to be purchased through warrants (in shares) | 16,000,000 | |||||||
Proceeds from issuance of warrants | $ 40 | |||||||
Gain (loss) on change in fair value of derivatives - related party | $ 26,366 | |||||||
Related Party | Common Stock | May 2023 warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants liability - related party | $ 13,267 | $ 4,425 | $ 4,425 | |||||
Common stock to be purchased through warrants (in shares) | 3,601,980 | |||||||
Proceeds from issuance of warrants | $ 8 | |||||||
Gain (loss) on change in fair value of derivatives - related party | $ 5,267 |
Fair Value Measurement - Fair V
Fair Value Measurement - Fair Value of Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants | $ 22,954 | $ 78 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants | 0 | 0 |
Level 1 | Embedded derivatives | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Embedded derivatives | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants | 114 | 78 |
Level 2 | Embedded derivatives | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Embedded derivatives | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants | 22,840 | 0 |
Level 3 | Embedded derivatives | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Embedded derivatives | $ 15,369 | $ 1,945 |
Fair Value Measurement - Assump
Fair Value Measurement - Assumptions used to determine Fair Value of Warrants (Details) | Sep. 30, 2023 $ / shares | May 15, 2023 $ / shares | Apr. 12, 2023 |
Time to expiration | April 2023 warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Time to expiration | 5 years 14 days | 5 years 6 months 3 days | |
Time to expiration | May 2023 warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Time to expiration | 4 years 9 months 14 days | 5 years 2 months 1 day | |
Common stock price | April 2023 warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants and rights outstanding, measurement input | 2.15 | 2.61 | |
Common stock price | May 2023 warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants and rights outstanding, measurement input | 2.15 | 2.31 | |
Risk-free interest rate | April 2023 warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants and rights outstanding, measurement input | 0.046 | 0.034 | |
Risk-free interest rate | May 2023 warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants and rights outstanding, measurement input | 0.046 | 0.034 | |
Volatility | April 2023 warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants and rights outstanding, measurement input | 0.700 | 0.700 | |
Volatility | May 2023 warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants and rights outstanding, measurement input | 0.700 | 0.700 |
Fair Value Measurement - Assu_2
Fair Value Measurement - Assumptions used to determine Fair Value of Embedded Derivative Liabilities (Details) - Convertible Notes | 9 Months Ended | 12 Months Ended | |
Jan. 18, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
2021 Convertible Notes Payable | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Term | 2 years 9 months | 3 years 6 months | |
Effective debt yield | 40% | 25% | |
2021 Convertible Notes Payable | Dividend yield | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value, measurement input | 0 | 0 | |
2021 Convertible Notes Payable | Risk-free interest rate | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value, measurement input | 0.048 | 0.041 | |
2021 Convertible Notes Payable | Volatility | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value, measurement input | 0.700 | 0.800 | |
AFG Convertible Notes Payable | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Term | 3 years 6 months | 2 years 9 months | |
Effective debt yield | 40% | 40% | |
AFG Convertible Notes Payable | Dividend yield | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value, measurement input | 0 | 0 | |
AFG Convertible Notes Payable | Risk-free interest rate | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value, measurement input | 0.036 | 0.048 | |
AFG Convertible Notes Payable | Volatility | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value, measurement input | 0.700 | 0.700 |
Fair Value Measurement - Liabil
Fair Value Measurement - Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Warrants | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance at beginning of the period | $ 56,905 | $ 0 | $ 0 | $ 0 |
Additions | 0 | 0 | 29,553 | 0 |
Gain (Loss) on change in fair value of derivatives - related party | (34,065) | 0 | (6,713) | 0 |
Balance at end of the period | 22,840 | 0 | 22,840 | 0 |
Embedded derivatives | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance at beginning of the period | 42,767 | 707 | 1,945 | 12,359 |
Additions | 0 | 0 | 42,191 | 21 |
Gain (Loss) on change in fair value of derivatives - related party | 27,398 | (369) | 28,767 | 11,304 |
Balance at end of the period | $ 15,369 | $ 1,076 | $ 15,369 | $ 1,076 |
Fair Value Measurement - Estima
Fair Value Measurement - Estimated Fair Value of Financial Instruments Not Carried at Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | $ 207,264 | $ 175,831 |
Carrying Value | 208,127 | 176,694 |
Notes receivable | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 863 | 863 |
2021 Convertible Notes Payable | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 90,169 | 82,950 |
Senior Secured Term Loan | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 84,537 | 81,616 |
AFG Convertible Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 26,091 | 0 |
Equipment financing facility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 6,467 | 8,577 |
Yorkville Convertible Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 0 | 2,688 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 139,284 | 149,864 |
Level 3 | Notes receivable | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 703 | 677 |
Level 3 | 2021 Convertible Notes Payable | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 53,997 | 62,421 |
Level 3 | Senior Secured Term Loan | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 54,256 | 77,576 |
Level 3 | AFG Convertible Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 27,451 | 0 |
Level 3 | Equipment financing facility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 2,877 | 6,282 |
Level 3 | Yorkville Convertible Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | $ 0 | $ 2,908 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Nov. 12, 2020 | Nov. 11, 2020 |
Other Commitments [Line Items] | ||||
Future lease payments | $ 5,736 | |||
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 | 200,000,000 | 125,000,000 |
Loss contingency accrual | $ 722 | |||
Common Class A | ||||
Other Commitments [Line Items] | ||||
Common stock, shares authorized (in shares) | 100,000,000 | |||
Common Class B | ||||
Other Commitments [Line Items] | ||||
Common stock, shares authorized (in shares) | 25,000,000 | |||
Minimum Volume Commitment | ||||
Other Commitments [Line Items] | ||||
Non-cancellable purchase commitment | $ 148 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narratives (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized stock compensation expense | $ 18,489 | $ 18,489 | |
Unrecognized stock compensation expense attributable to stock option | $ 629 | $ 629 | |
Stock options | Performance Conditions | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 550,000 | ||
Vested (in shares) | 550,000 | ||
Stock options | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options term | 5 years | ||
Vesting term | 3 months | ||
Stock options | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options term | 10 years | ||
Vesting term | 5 years | ||
Stock options | Weighted Average | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting term | 4 months 24 days | ||
Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized stock compensation expense attributable to RSUs | $ 17,860 | $ 17,860 | |
Restricted stock units | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting term | 3 years | ||
Restricted stock units | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting term | 4 years | ||
Restricted stock units | Weighted Average | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting term | 2 years 2 months 12 days |
Stock-Based Compensation - Comp
Stock-Based Compensation - Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock compensation expense | $ 4,456 | $ 3,616 | $ 10,123 | $ 10,993 |
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock compensation expense | 1,048 | 1,357 | 2,027 | 2,778 |
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock compensation expense | $ 3,408 | $ 2,259 | $ 8,096 | $ 8,215 |
Income Taxes - Narratives (Deta
Income Taxes - Narratives (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 13 | $ 110 | $ 25 | $ 45 |
Shareholders_ Deficit (Details)
Shareholders’ Deficit (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||||||||||
Aug. 05, 2022 USD ($) $ / shares | Apr. 28, 2022 USD ($) shares | Sep. 30, 2023 USD ($) vote $ / shares shares | Sep. 30, 2022 USD ($) shares | Sep. 30, 2023 USD ($) vote $ / shares shares | Sep. 30, 2022 USD ($) shares | Aug. 23, 2023 USD ($) | Aug. 22, 2023 USD ($) | Jun. 30, 2023 shares | May 31, 2023 $ / shares shares | Apr. 30, 2023 $ / shares shares | Jan. 18, 2023 $ / shares | Dec. 31, 2022 $ / shares shares | Jun. 30, 2022 shares | Dec. 31, 2021 shares | Nov. 12, 2020 shares | Nov. 11, 2020 shares | May 22, 2020 $ / shares shares | |
Class of Stock [Line Items] | ||||||||||||||||||
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||||
Preferred stock, shares issued (in shares) | 0 | 0 | 0 | |||||||||||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | |||||||||||||||
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 | 300,000,000 | 200,000,000 | 125,000,000 | |||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Number of votes for each share | vote | 1 | 1 | ||||||||||||||||
Common stock, shares issued (in shares) | 156,378,778 | 156,378,778 | 82,653,781 | |||||||||||||||
Common stock, shares outstanding (in shares) | 156,378,778 | 156,378,778 | 82,653,781 | |||||||||||||||
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 | |||||||||||||||||
Shares withheld from employee to cover payroll tax liability | $ | $ 136 | $ 77 | $ 587 | $ 929 | ||||||||||||||
Warrants outstanding (in shares) | 7,052,254 | 7,052,254 | 7,001,654 | |||||||||||||||
Other Operating Income (Expense) | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Commitment fee for SEPA settled by common stock | $ | $ 1,061 | |||||||||||||||||
Private Placement | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Authorized value of stock to be sold | $ | 75 | |||||||||||||||||
Each sale aggregate value | $ | $ 20,000 | |||||||||||||||||
Share price as percentage of market price | 97% | |||||||||||||||||
Commitment fee for SEPA settled by common stock (in shares) | 465,117 | |||||||||||||||||
Cash received on issuance of shares | $ | $ 35,550 | |||||||||||||||||
Sale of stock, number of shares issued in transaction (in shares) | 23,630,937 | 7,826,719 | ||||||||||||||||
Proceeds from sale of treasury stock | $ | $ 12,350 | |||||||||||||||||
ATM | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Authorized value of stock to be sold | $ | $ 100,000 | $ 200 | $ 100 | |||||||||||||||
Cash received on issuance of shares | $ | $ 81,897 | $ 81,897 | ||||||||||||||||
Sale of stock, number of shares issued in transaction (in shares) | 28,938,944 | 28,938,944 | ||||||||||||||||
Commission on gross sale proceeds | 3% | |||||||||||||||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 2.74 | $ 2.74 | ||||||||||||||||
Common Stock | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Common stock, shares outstanding (in shares) | 156,378,778 | 74,082,289 | 156,378,778 | 74,082,289 | 127,309,960 | 82,653,781 | 58,519,739 | 53,786,632 | ||||||||||
Exercise of warrants (in shares) | 0 | 600 | 0 | 600 | ||||||||||||||
Commitment fee for SEPA settled by common stock (in shares) | 465,117 | |||||||||||||||||
Common Stock | April 2023 warrants | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Common stock to be purchased through warrants (in shares) | 16,000,000 | |||||||||||||||||
Warrant issuance price (in dollars per share) | $ / shares | $ 2.50 | |||||||||||||||||
Price of common stock to be purchased through warrants (in dollars per share) | $ / shares | $ 3.14 | |||||||||||||||||
Common Stock | May 2023 warrants | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Common stock to be purchased through warrants (in shares) | 3,601,980 | |||||||||||||||||
Warrant issuance price (in dollars per share) | $ / shares | $ 2.221 | |||||||||||||||||
Price of common stock to be purchased through warrants (in dollars per share) | $ / shares | $ 2.50 | |||||||||||||||||
Time to expiration | 5 years |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Basic and Diluted Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Net income (loss) for basic earnings per share | $ 14,932 | $ (70,722) | ||
Effect of potentially dilutive shares: | ||||
Adjustment for interest on Convertible Notes | 4,449 | 0 | ||
Adjustment for fair value gains on embedded derivatives for Convertible Notes | (27,398) | 0 | ||
Net loss for diluted earnings per share | $ (8,017) | $ (70,722) | ||
Weighted-average basic common shares outstanding (in shares) | 138,005,222 | 63,065,884 | 114,209,090 | 57,705,811 |
Dilutive effect of Convertible Notes (in shares) | 14,836,450 | 0 | ||
Dilutive effect of April and May Warrants | 1,344,677 | 0 | ||
Weighted-average dilutive common shares outstanding (in shares) | 156,325,284 | 63,065,884 | 114,209,090 | 57,705,811 |
Earnings per share: | ||||
Basic (in dollars per share) | $ 0.11 | $ (1.12) | $ (1.65) | $ (3) |
Diluted (in dollars per share) | $ (0.05) | $ (1.12) | $ (1.65) | $ (3) |
Restricted stock units | ||||
Effect of potentially dilutive shares: | ||||
Dilutive effect of Restricted Stock Units and Stock Option (in shares) | 1,142,184 | 0 | ||
Stock options and restricted stock units | ||||
Effect of potentially dilutive shares: | ||||
Dilutive effect of Restricted Stock Units and Stock Option (in shares) | 996,751 | 0 |
Earnings Per Share - Schedule_2
Earnings Per Share - Schedule of Diluted Net Loss Per Share Because their Effect Would have been Anti-dilutive for the Periods (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Stock options and restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from calculation of diluted net loss per share | 7,934,865 | 9,239,612 | 7,934,865 | |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from calculation of diluted net loss per share | 1,585,056 | |||
Public and private placement warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from calculation of diluted net loss per share | 7,326,654 | 7,326,654 | 26,928,634 | 7,326,654 |
Convertible Notes (if converted) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from calculation of diluted net loss per share | 5,298,396 | 14,836,450 | 5,298,396 |