Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 08, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
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) | 208,127,550 | |
Entity Central Index Key | 0001805077 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Trading Symbol | EOSE | |
Security Exchange Name | NASDAQ | |
Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each exercisable for one share of common stock | |
Trading Symbol | EOSEW | |
Security Exchange Name | NASDAQ |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 31,773 | $ 69,473 |
Restricted cash | 2,625 | 3,439 |
Accounts receivable, net | 3,953 | 3,387 |
Inventory, net | 14,393 | 17,070 |
Vendor deposits | 6,513 | 7,161 |
Contract assets, current | 11,075 | 6,386 |
Prepaid expenses | 1,278 | 1,082 |
Grant receivable | 4,798 | 3,256 |
Other receivables | 7,500 | 7,500 |
Other current assets | 3,110 | 3,577 |
Total current assets | 87,018 | 122,331 |
Property, plant and equipment, net | 42,742 | 37,855 |
Intangible assets, net | 282 | 295 |
Goodwill | 4,331 | 4,331 |
Operating lease right-of-use asset, net | 3,735 | 4,033 |
Long-term restricted cash | 11,858 | 11,755 |
Other assets, net | 5,716 | 5,892 |
Total assets | 155,682 | 186,492 |
Current liabilities: | ||
Accounts payable | 18,339 | 20,540 |
Accrued expenses | 38,614 | 32,332 |
Operating lease liability, current | 1,574 | 1,496 |
Long-term debt, current | 3,458 | 3,332 |
Contract liabilities, current | 2,828 | 3,070 |
Other current liabilities | 108 | 100 |
Total current liabilities | 64,921 | 60,870 |
Long-term liabilities: | ||
Operating lease liability | 2,922 | 3,350 |
Long-term debt | 88,222 | 88,002 |
Convertible notes payable - related party | 113,950 | 112,525 |
Interest payable - related party | 2,892 | 0 |
Contract liabilities, long-term | 4,283 | 3,540 |
Warrants liability | 24,561 | 27,461 |
Other liabilities | 1,604 | 1,544 |
Total long-term liabilities | 238,434 | 236,422 |
Total liabilities | 303,355 | 297,292 |
COMMITMENTS AND CONTINGENCIES (NOTE 15) | ||
SHAREHOLDERS' DEFICIT | ||
Common stock, $0.0001 par value, 300,000,000 shares authorized, 206,779,447 and 199,133,827 shares outstanding on March 31, 2024 and December 31, 2023, respectively | 22 | 21 |
Preferred stock, $0.0001 par value, 1,000,000 shares authorized, no shares outstanding on March 31, 2024 and December 31, 2023 | 0 | 0 |
Additional paid in capital | 774,857 | 765,018 |
Accumulated deficit | (922,554) | (875,846) |
Accumulated other comprehensive income | 2 | 7 |
Total shareholders' deficit | (147,673) | (110,800) |
Total liabilities and shareholders' deficit | $ 155,682 | $ 186,492 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
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) | 206,779,447 | 199,133,827 |
Common stock, shares outstanding (in shares) | 206,779,447 | 199,133,827 |
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 LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue | ||
Total revenue | $ 6,601 | $ 8,835 |
Costs and expenses | ||
Cost of goods sold | 28,229 | 26,940 |
Research and development expenses | 5,200 | 5,445 |
Selling, general and administrative expenses | 14,242 | 13,955 |
Loss from write-down of property, plant and equipment | 65 | 760 |
Total costs and expenses | 47,736 | 47,100 |
Operating loss | (41,135) | (38,265) |
Other (expense) income | ||
Change in fair value of warrants | 2,900 | (156) |
Change in fair value of derivatives - related parties | 534 | (12,934) |
Loss on debt extinguishment | 0 | (1,634) |
Other income (expense) | 136 | (17) |
Loss before income taxes | (46,683) | (71,590) |
Income tax expense | 25 | 10 |
Net loss | (46,708) | (71,600) |
Other comprehensive income | ||
Foreign currency translation adjustment, net of tax | (5) | 1 |
Comprehensive loss | $ (46,713) | $ (71,599) |
Basic and diluted loss per share attributable to common shareholders | ||
Basic (in dollars per share) | $ (0.23) | $ (0.82) |
Diluted (in dollars per share) | $ (0.23) | $ (0.82) |
Weighted average shares of common stock | ||
Basic (in shares) | 201,306,905 | 86,797,669 |
Diluted (in shares) | 201,306,905 | 86,797,669 |
Nonrelated Party | ||
Other (expense) income | ||
Interest expense, net | $ (4,267) | $ (4,829) |
Related Party | ||
Other (expense) income | ||
Interest expense, net | (4,851) | (13,755) |
Change in fair value of derivatives - related parties | $ 534 | $ (12,934) |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT - USD ($) $ in Thousands | Total | Common Stock | Additional Paid in capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning balances (in shares) at Dec. 31, 2022 | 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 | 3,363 | 3,363 | |||
Release of restricted stock units (in shares) | 915,206 | ||||
Cancellation of shares used to settle payroll tax withholding (in shares) | (246,717) | ||||
Cancellation of shares used to settle payroll tax withholding | (345) | (345) | |||
Issuance of common stock (in shares) | 11,900,400 | ||||
Issuance of common stock | 25,695 | $ 1 | 25,694 | ||
Foreign currency translation adjustment, net of tax | 1 | 1 | |||
Net loss | (71,600) | (71,600) | |||
Ending balances (in shares) at Mar. 31, 2023 | 95,222,670 | ||||
Ending balances at Mar. 31, 2023 | $ (175,597) | $ 10 | 542,326 | 7 | (717,940) |
Beginning balances (in shares) at Dec. 31, 2023 | 199,133,827 | 199,133,827 | |||
Beginning balances at Dec. 31, 2023 | $ (110,800) | $ 21 | 765,018 | 7 | (875,846) |
Increase (decrease) in stockholders' equity [Roll Forward] | |||||
Stock-based compensation | 2,941 | 2,941 | |||
Release of restricted stock units (in shares) | 657,605 | ||||
Cancellation of shares used to settle payroll tax withholding (in shares) | (251,967) | ||||
Cancellation of shares used to settle payroll tax withholding | (308) | (308) | |||
Issuance of common stock (in shares) | 7,239,982 | ||||
Issuance of common stock | 7,207 | $ 1 | 7,206 | ||
Foreign currency translation adjustment, net of tax | (5) | (5) | |||
Net loss | $ (46,708) | (46,708) | |||
Ending balances (in shares) at Mar. 31, 2024 | 206,779,447 | 206,779,447 | |||
Ending balances at Mar. 31, 2024 | $ (147,673) | $ 22 | $ 774,857 | $ 2 | $ (922,554) |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities | ||
Net loss | $ (46,708) | $ (71,600) |
Adjustment to reconcile net loss to net cash used in operating activities | ||
Stock-based compensation | 2,941 | 3,363 |
Depreciation and amortization | 1,197 | 2,686 |
Loss on debt extinguishment | 0 | 1,634 |
Loss from write-down of property, plant and equipment | 65 | 760 |
Amortization of right-of-use assets | 298 | 233 |
Change in fair value of warrants | (2,900) | 156 |
Change in fair value of derivatives - related parties | (534) | 12,934 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (196) | 406 |
Inventory | 2,677 | 9,185 |
Accounts receivable | (566) | (1,984) |
Vendor deposits | (204) | (917) |
Contract assets | (4,572) | (1,914) |
Grant receivable | (1,542) | (780) |
Accounts payable | (2,593) | (208) |
Accrued expenses | 6,159 | 4,991 |
Interest payable - related party | 2,892 | 2,417 |
Operating lease liabilities | (350) | (262) |
Contract liabilities | 501 | (3,450) |
Other | 527 | (381) |
Net cash used in operating activities | (40,474) | (30,478) |
Cash flows from investing activities | ||
Purchases of property, plant and equipment | (4,042) | (2,897) |
Net cash used in investing activities | (4,042) | (2,897) |
Cash flows from financing activities | ||
Principal payments on finance lease obligations | (2) | (7) |
Proceeds from issuance of convertible notes - related party | 0 | 33,350 |
Repayment of equipment financing facility | (786) | (677) |
Proceeds from issuance of common stock | 7,207 | 1,250 |
Repurchase of shares from employees for income tax withholding purposes | (308) | (345) |
Net cash provided by financing activities | 6,111 | 32,455 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (6) | (1) |
Net decrease in cash, cash equivalents and restricted cash | (38,411) | (921) |
Cash, cash equivalents and restricted cash, beginning of the period | 84,667 | 31,223 |
Cash, cash equivalents and restricted cash, end of the period | 46,256 | 30,302 |
Non-cash investing and financing activities | ||
Accrued and unpaid capital expenditures | 384 | 603 |
Issuance of common stock upon settlement of Yorkville convertible notes | 0 | 24,422 |
Accrued and unpaid capitalized internal-use software | 8 | 130 |
Supplemental disclosures | ||
Cash paid for interest | 238 | 3,690 |
Nonrelated Party | ||
Adjustment to reconcile net loss to net cash used in operating activities | ||
Non-cash interest expense | 885 | 915 |
Related Party | ||
Adjustment to reconcile net loss to net cash used in operating activities | ||
Non-cash interest expense | 1,549 | 11,338 |
Change in fair value of derivatives - related parties | (534) | 12,934 |
Cash flows from financing activities | ||
Payment of debt issuance costs - related party | $ 0 | $ (1,116) |
Overview
Overview | 3 Months Ended |
Mar. 31, 2024 | |
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 three months ended March 31, 2024, the Company incurred a net loss of $46,708, incurred negative cash flows from operations of $40,474 and had an accumulated deficit of $922,554 as of March 31, 2024. • As of March 31, 2024, the Company had $31,773 of unrestricted cash and cash equivalents available to fund the Company’s operations and working capital of $22,097, inclusive of $3,458 of outstanding debt that is currently scheduled to mature within the next twelve months. Additionally, the Company has no additional borrowings available under pre-existing financing arrangements to fund its operations (see Note 12, Borrowings ). • The Company has available capacity under its at-the-market (“ATM”) offering program to issue shares of the Company’s common stock, (see also Note 18, Shareholders’ Deficit ) to aid in funding the Company’s operations. However, 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 March 31, 2024, the Company expects it may be unable to remain in compliance with this covenant beginning on June 30, 2024 and thereafter absent the Company’s ability to secure a waiver or raise additional outside capital. 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, the Lender - Atlas Credit Partners (ACP) Post Oak Credit I LLC (“Atlas”) 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 | 3 Months Ended |
Mar. 31, 2024 | |
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 2023 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. Recent Accounting Pronouncements There were no new accounting standards or updates during the three months ended March 31, 2024 that would have a material impact on the Company’s Unaudited Condensed Consolidated Financial Statements. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 2023 Product revenue $ 6,501 $ 8,675 Service revenue 100 160 Total revenues $ 6,601 $ 8,835 For the three months ended March 31, 2024, the Company had one customer that accounted for 88.1% of total revenue; for the three months ended March 31, 2023, we had one customer that accounted for 97.0% of total revenue. 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 months ended March 31, 2024 and 2023. Contract assets and Contract liabilities The following table provides information about contract assets and contract liabilities from contracts with customers. Contract assets, current, Contract liabilities, current and Contract liabilities, long-term are included separately on the Unaudited Condensed Consolidated Balance Sheets and contract assets expected to be recognized in greater than twelve months are included under Other assets, net. March 31, 2024 December 31, 2023 Contract assets $ 12,894 $ 8,322 Contract liabilities $ 7,111 $ 6,610 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 $4,572 during the three months ended March 31, 2024 due to recognition of revenues for which invoicing has not yet occurred. Contract liabilities increased by $501 during the three months ended March 31, 2024, reflecting $798 of revenue recognized from customers and offset by $1,299 in customer advance payments. Contract liabilities of $2,828 as of March 31, 2024 are expected to be recognized within the next twelve months and long-term contract liabilities of $4,283 are expected to be recognized as revenue in greater than twelve months. Contract assets of $11,075 as of March 31, 2024 are expected to be recognized within the next twelve months and long-term contract assets of $1,819 are expected to be recognized as accounts receivable in greater than twelve months. Remaining Performance Obligations Remaining performance obligations (“RPO”) represent the allocated transaction price of unsatisfied or partially unsatisfied performance obligations. The Company expects to recognize revenue related to the RPOs as the performance obligations are satisfied in accordance with the Company’s revenue recognition policy, which can be found in Note 2, Summary of Significant Accounting Policies, |
Cash, Cash Equivalents and Rest
Cash, Cash Equivalents and Restricted Cash | 3 Months Ended |
Mar. 31, 2024 | |
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. 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 next four quarterly interest payments owed as of the balance sheet date (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: March 31, 2024 March 31, 2023 Cash and cash equivalents $ 31,773 $ 16,127 Restricted cash - current 2,625 2,725 Long-term restricted cash 11,858 11,450 Total cash, cash equivalents and restricted cash $ 46,256 $ 30,302 |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory The following table provides information about inventory balances: March 31, 2024 December 31, 2023 Raw materials $ 13,045 $ 15,487 Work-in-process 490 1,105 Finished goods 858 478 Total inventory, net $ 14,393 $ 17,070 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 December 31, 2023 Equipment 5 to 10 years $ 22,484 $ 20,559 Finance lease 5 years 504 504 Furniture 5 to 10 years 2,179 2,103 Leasehold improvements Lesser of useful life/ 7,951 7,718 Tooling 2 to 3 years 7,866 7,045 Construction in progress (“CIP”) 20,819 17,958 Total 61,803 55,887 Less: Accumulated depreciation (19,061) (18,032) Total property, plant and equipment, net $ 42,742 $ 37,855 Depreciation expense related to property, plant and equipment was $1,175 and $2,667 for the three months ended March 31, 2024 and 2023, respectively. For the three months ended March 31, 2024 and 2023, the Company recorded a loss from write-down of property, plant and equipment of $65 and $760, respectively, mainly due to replacement of equipment, outsourcing of certain production processes and the shift in production from the Gen 2.3 battery system to the Z3™ battery system. Included in CIP assets are capitalized interest costs of $850 and $0 for the three months ended March 31, 2024 and 2023, respectively. Depreciation will commence after the assets under construction are placed in service. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets Intangible 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 March 31, 2024 and 2023 related to patents. The Company capitalized $146 of costs for internal-use software, including $8 of costs capitalized during the three months ended March 31, 2024. The software has a useful life and is amortized into the results of operations over 3 years. The Company recorded amortization expense of $12 and $9 for the three months ended March 31, 2024 and 2023, respectively, related to software. |
Notes Receivable, Net and Varia
Notes Receivable, Net and Variable Interest Entities (“VIEs”) Consideration | 3 Months Ended |
Mar. 31, 2024 | |
Receivables [Abstract] | |
Notes Receivable, Net and Variable Interest Entities (“VIEs”) Consideration | Notes Receivable, Net and Variable Interest Entities (“VIEs”) Consideration Notes receivable, net, relates to financing the Company offered to a customer. The Company reports the notes receivable at the principal balance outstanding less an allowance for losses. The estimate of credit losses is based on historical trends, the customer’s 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 $827 and $863 outstanding as of March 31, 2024 and December 31, 2023, respectively. These amounts are included in Other assets, net and Other current assets in the accompanying Unaudited Condensed Consolidated Balance Sheets. As of March 31, 2024 and December 31, 2023, the allowance for expected credit loss related to the notes receivable amounted to $36 and $2, respectively. The customer to whom the Company offers financing through notes receivable is a VIE. However, the Company is not the primary beneficiary, because the Company does not have power to direct the activities of the VIE that most significantly impact the VIE’s economic performance. Therefore, the VIE is not consolidated into the Company’s 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 | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses were as follows: March 31, 2024 December 31, 2023 Accrued payroll $ 7,273 $ 4,553 Warranty reserve (1) 5,513 6,197 Accrued legal and professional expenses 11,058 10,710 Provision for contract losses 3,205 3,351 Insurance premium payable, current 2,730 2,605 Interest payable, current 3,684 — Other 5,151 4,916 Total accrued expenses $ 38,614 $ 32,332 (1) Refer to the table below for the warranty reserve activity for the three months ended March 31, 2024 and 2023. The following table summarizes warranty reserve activity: Three Months Ended March 31, 2024 2023 Warranty reserve - beginning of period $ 6,197 $ 3,836 Additions for current period deliveries 265 357 Changes in the warranty reserve estimate (949) — Warranty costs incurred — (221) Warranty reserve - end of period $ 5,513 $ 3,972 |
Government Grants
Government Grants | 3 Months Ended |
Mar. 31, 2024 | |
Government Assistance [Abstract] | |
Government Grants | Government Grants 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. The 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 is 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. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions 2021 Convertible Note Payable In July 2021, the Company issued a convertible note in the aggregate principal amount of $100,000 to Spring Creek Capital, LLC, a wholly-owned, indirect subsidiary of Koch Industries, Inc. (the “2021 Convertible Note”). In connection with the 2021 Convertible Note, the Company paid $3,000 to B. Riley Securities, Inc., a related party, who acted as a placement agent. 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 in 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 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. Standby Equity Purchase Agreement On April 28, 2022, the Company entered into the Standby Equity Purchase Agreement (“ 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 for additional information. Warrants The Company issued private placement warrants to B. Riley Financial, Inc. in conjunction with its initial public offering 2020 (“IPO warrants”). As of March 31, 2024 and December 31, 2023, 274,400 IPO warrants were outstanding for both periods, with a fair value of $49 and $55, respectively. |
Borrowings
Borrowings | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Borrowings | Borrowings The Company’s debt obligations at carrying value consist of the following related and third-party borrowings: March 31, 2024 December 31, 2023 Maturity Date Borrowing Outstanding Carrying Value* Borrowing Outstanding Carrying Value* 2021 Convertible Note Payable June 2026 $ 115,815 $ 96,033 $ 115,815 $ 94,386 Senior Secured Term Loan March 2026 100,000 86,756 100,000 85,624 AFG Convertible Notes June 2026 17,429 17,917 17,429 18,139 Equipment financing facility April 2026 4,931 4,924 5,718 5,710 Total borrowings 238,175 205,630 238,962 203,859 Current portion 3,458 3,458 3,332 3,332 Total borrowings, non-current $ 234,717 $ 202,172 $ 235,630 $ 200,527 * Carrying value includes unamortized deferred financing costs, unamortized discounts and fair value of embedded derivative liabilities. 2021 Convertible Note 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 Note in the aggregate principal amount of $100,000. The 2021 Convertible Note contains an embedded derivative feature, which is presented on the Unaudited Condensed Consolidated Balance Sheets as a component of Convertible notes payable - related party. See Note 14, Fair Value Measurement for the assumptions used to determine the fair value of the embedded derivative as of March 31, 2024 and December 31, 2023. Interest expense recognized on the 2021 Convertible Note is as follows: Three Months Ended March 31, 2024 2023 Contractual interest expense $ 1,737 $ 1,637 Amortization of debt discount 1,531 1,207 Amortization of debt issuance costs 148 117 Total $ 3,416 $ 2,961 The balances for the 2021 Convertible Note are as follows: March 31, 2024 December 31, 2023 Principal $ 115,815 $ 115,815 Unamortized debt discount (18,081) (19,612) Unamortized debt issuance costs (1,747) (1,895) Embedded conversion feature 46 78 Aggregate carrying value $ 96,033 $ 94,386 The Company is obligated to repay all contractual interest attributable to the 2021 Convertible Note in-kind on a semi-annual basis, in accordance with the terms under the Senior Secured Term Loan. Therefore, as of March 31, 2024 and December 31, 2023, interest payable attributable to the 2021 Convertible Note was $1,737 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. The AFG Convertible Notes bear interest at a rate of 26.5% per annum, which is entirely paid-in-kind (“PIK Interest”) semi-annually in arrears on June 30 and December 30. It is expected that the Notes will mature on June 30, 2026, subject to earlier conversion, redemption or repurchase. 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. 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 Loss. The embedded derivative is presented on the Unaudited Condensed Consolidated Balance Sheets as a component of Convertible notes payable - related party. The fair value of the embedded derivative was $3,843 and $4,345 as of March 31, 2024 and December 31, 2023, respectively. 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 for the three months ended March 31, 2023 on the Unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss. Interest expense recognized on the AFG Convertible Notes is as follows: Three Months Ended March 31, 2024 2023 Contractual interest expense $ 1,155 $ 779 Amortization of debt discount 218 148 Amortization of debt issuance costs 62 42 Total $ 1,435 $ 969 The balances for the AFG Convertible Notes are as follows: March 31, 2024 December 31, 2023 Principal $ 17,429 $ 17,429 Unamortized debt discount (2,617) (2,835) Unamortized debt issuance costs (738) (800) Embedded conversion feature 3,843 4,345 Aggregate carrying value $ 17,917 $ 18,139 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 March 31, 2024 and December 31, 2023, interest payable attributable to the AFG Convertible Notes was $1,155 and $0, respectively. 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. 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 Note 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 plus 0.2616%, or (ii) the alternate base rate (“ABR”), which is a per annum rate equal to the greatest of (x) the Prime Lending Rate, (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 March 31, 2024, the interest rate in effect for the Senior Secured Term Loan interest payment was 14.11%. 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. Additionally, interest is required to be escrowed based on the principle outstanding. This amount was $11,858 at March 31, 2024 and $11,755 at December 31, 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 Note. While the Company was in compliance with this covenant as of March 31, 2024 , absent the Company’s ability to secure a waiver or raise additional outside capital, the Company expects it may be unable to remain in compliance with this covenant beginning on June 30, 2024 and thereafter (see Note 1, Overview for further discussion). The following table summarizes interest expense recognized: Three Months Ended March 31, 2024 2023 Contractual interest expense $ 3,684 $ 3,373 Amortization of debt discount 115 93 Amortization of debt issuance costs 1,017 822 Total $ 4,816 $ 4,288 The Senior Secured Term Loan balance is as follows: March 31, 2024 December 31, 2023 Principal $ 100,000 $ 100,000 Unamortized debt discount (1,344) (1,459) Unamortized debt issuance costs (11,900) (12,917) Aggregate carrying value $ 86,756 $ 85,624 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 As of March 31, 2024 and December 31, 2023, total equipment financing carrying value was $4,924 and $5,710, respectively of which $3,458 and $3,332 are recorded as a current liability on the Unaudited Condensed Consolidated Balance Sheets, respectively. The Company recognized $208 and $317 for the three months ended March 31, 2024 and 2023 as interest expense attributable to the equipment financing agreement, respectively. Yorkville Convertible Promissory Notes - Related Party In December 2022, February 2023, and March of 2023, the Company issued additional convertible promissory notes with an aggregate principal amount of $22,000 in a private placement to Yorkville under the second and third supplemental agreements to the SEPA, respectively. The fair values of the January 2023 and February 2023 Promissory Notes at issuance were greater than the proceeds received. Accordingly, the Company recorded the excess of fair value of these Promissory Notes over the proceeds received as Interest expense - related party in the amount of $6,952, for the three months ended March 31, 2023, which is reflected in the Condensed Consolidated Statements of Operations and Comprehensive Loss. During the first quarter of 2023, Yorkville delivered Investor Notices requiring the Company to issue and sell an aggregate of 11,216,492 shares of common stock to Yorkville to offset all outstanding amounts owed to Yorkville under the outstanding Promissory Notes. The Company recognized a loss on debt extinguishment from the issuance of common stock from the December 2022, January 2023, and February 2023 Promissory Notes of $1,634 for the three months ended March 31, 2023, which is reflected in the Condensed Consolidated Statements of Operations and Comprehensive Loss. The conversion feature for each of the 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 Promissory Note, the embedded derivatives were adjusted to their fair value. This remeasurement resulted in net gains of $55 for the three months ended March 31, 2023, which is included in change in fair value of derivatives - related parties on the Condensed Consolidated Statements of Operations and Comprehensive Loss. As of December 31, 2023, there were no outstanding amounts under the Yorkville Promissory Notes. |
Warrants Liability
Warrants Liability | 3 Months Ended |
Mar. 31, 2024 | |
Other Liabilities Disclosure [Abstract] | |
Warrants Liability | Warrants Liability 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. 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 “April 2023 warrants” and “May 2023 warrants”, respectively). In December 2023, the Company issued in a combined public offering 34,482,759 shares of common stock and 34,482,759 accompanying common warrants to purchase shares of common stock (the "December 2023 warrants"). The amount of warrants outstanding and fair value for all warrants as of March 31, 2024 and December 31, 2023 are as follows: March 31, 2024 December 31, 2023 Warrants Fair Value Warrants Fair Value IPO warrants 274,400 $ 49 274,400 $ 55 April 2023 warrants 16,000,000 5,494 16,000,000 6,276 May 2023 warrants 3,601,980 1,357 3,601,980 1,544 December 2023 warrants 34,482,759 17,661 34,482,759 19,586 Total 54,359,139 $ 24,561 54,359,139 $ 27,461 All warrants are measured at fair value at each reporting period. For all warrants in aggregate, the change in fair value for the three months ended March 31, 2024 and 2023 has been recognized in change in fair value of warrants on the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss. The fair value for the warrants is included in Warrants liability on the Condensed Consolidated Balance Sheets. See Note 14, Fair Value Measurements for further information . |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2024 | |
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: March 31, 2024 December 31, 2023 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Liabilities Warrants $ — $ 49 $ 24,512 $ — $ 55 $ 27,406 Embedded derivatives $ — $ — $ 3,889 $ — $ — $ 4,423 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, May 2023 warrants and December 2023 warrants are classified as Level 3 financial instruments in the table above. The Company estimated the fair value of these 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 inputs used to determine the fair value of the April 2023 warrants, May 2023 warrants and the December 2023 warrants are as follows: April 2023 warrants March 31, 2024 December 31, 2023 Time to expiration 4.54 years 4.79 years Common stock price $ 1.03 $ 1.09 Risk-free interest rate 4.2 % 3.8 % Volatility 70.0 % 70.0 % May 2023 warrants March 31, 2024 December 31, 2023 Time to expiration 4.29 years 4.54 years Common stock price $ 1.03 $ 1.09 Risk-free interest rate 4.2 % 3.8 % Volatility 70.0 % 70.0 % December 2023 warrants March 31, 2024 December 31, 2023 Time to expiration 4.71 years 4.96 years Common stock price $ 1.03 $ 1.09 Risk-free interest rate 4.2 % 3.8 % Volatility 70.0 % 70.0 % Embedded derivatives The Company estimated the fair value of the embedded conversion features in the 2021 Convertible Note and the AFG Convertible Notes 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 inputs used to determine the fair value of the embedded derivative liabilities are as follows: 2021 Convertible Note Payable March 31, 2024 December 31, 2023 Term 2.25 years 2.5 years Dividend yield — % — % Risk-free interest rate 4.5 % 4.1 % Volatility 70.0 % 70.0 % Effective debt yield 40.0 % 40.0 % AFG Convertible Notes Payable March 31, 2024 December 31, 2023 Term 2.25 years 2.5 years Dividend yield — % — % Risk-free interest rate 4.5 % 4.1 % Volatility 70.0 % 70.0 % Effective debt yield 40.0 % 40.0 % Level 3 Liabilities 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: Three Months Ended March 31, 2024 2023 Embedded derivatives Balance at beginning of the period $ 4,423 $ 1,945 Additions — 14,799 Change in fair value of derivatives - related parties 1 (534) 4,511 Balance at end of the period $ 3,889 $ 21,255 Warrants Balance at beginning of the period $ 27,406 $ — Additions — — Change in fair value of warrants (2,894) — Balance at end of the period $ 24,512 $ — 1 Includes loss on debt extinguishment from Yorkville Promissory Note Conversions for the three months ended March 31, 2023. 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 March 31, 2024 December 31, 2023 Carrying Value Fair Value Carrying Value Fair Value Notes receivable 3 $ 827 $ 721 $ 863 $ 719 2021 Convertible Note* 3 96,033 63,034 94,386 57,998 Senior Secured Term Loan 3 86,756 64,117 85,624 61,360 AFG Convertible Notes* 3 17,917 19,076 18,139 18,352 Equipment financing facility 3 4,924 4,261 5,710 4,826 Total $ 206,457 $ 151,209 $ 204,722 $ 143,255 *Includes the embedded derivative liabilities. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Lease Commitments The Company has lease commitments under lease agreements. As of March 31, 2024, future lease payments amounted to $5,568. Minimum Volume Commitment In June 2022, the Company entered into a long-term supply agreement with a minimum volume commitment with a third party that provides services to process certain raw materials. Any purchase order issued under this supply agreement will be non-cancellable. If the Company fails to order the guaranteed minimum volume defined in the contract at the end of the term, the Company will be required to pay the counterparty an amount equal to the shortfall, if any, multiplied by a fee. The Company believes it will meet the minimum volume commitment and no shortfall penalty has been accrued as of March 31, 2024. Legal Proceedings Class Action Complaints |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense included in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss was as follows: Three Months Ended March 31, 2024 2023 Stock options $ 174 $ 740 Restricted stock units 2,767 2,623 Total $ 2,941 $ 3,363 The stock compensation expense has been recorded in cost of goods sold, research and development expenses and selling, general and administrative expenses. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the three months ended March 31, 2024 and 2023, income tax expense was $25 and $10, respectively, related to state margin taxes and taxable earnings from foreign operations. 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 are not included in the estimation of the annual effective tax rate; instead, 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, including, but are not limited to, the inability to accurately predict the Company’s pre-tax and taxable income and loss. At each balance sheet date, management assesses the likelihood that the Company will be able to realize its deferred tax assets. Management considered all available positive and negative evidence in assessing the need for a valuation allowance. The realization of deferred tax assets depends on the generation of sufficient taxable income of the appropriate character and in the appropriate taxing jurisdiction during the future periods in which the related temporary differences become deductible. Management has determined that it is unlikely that the Company will be able to utilize its U.S. deferred tax assets at March 31, 2024 and December 31, 2023 due to cumulative losses. Therefore, the Company has a valuation allowance against its net U.S. deferred tax assets. As of March 31, 2024 and December 31, 2023, 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. |
Shareholders_ Deficit
Shareholders’ Deficit | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 and December 31, 2023, 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 as of March 31, 2024. The holders of the Company’s common stock are entitled to one vote for each share held. At March 31, 2024 and December 31, 2023, there were 206,779,447 and 199,133,827 shares of common stock issued and outstanding. Treasury Stock The Company recorded treasury stock of $308 and $345 for the three months ended March 31, 2024 and 2023 for shares withheld from employees to cover the payroll tax liability of RSUs vested, respectively. The treasury stock was immediately retired. Warrants Liability The Company has outstanding private warrants from the IPO warrants, the April 2023 warrants, the May 2023 warrants and the December 2023 warrants. Warrants liability is included separately on the Unaudited Condensed Consolidated Balance Sheets. See Note 13, Warrants Liability for further discussion. 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 months ended March 31, 2024 and 2023. As of March 31, 2024 and December 31, 2023, there were 7,052,254 public warrants outstanding for both periods. Standby Equity Purchase Agreement During the three months ended March 31, 2023, total funds raised under the SEPA, inclusive of proceeds received from the Yorkville Convertible Promissory Notes, were $20,850. During the three months ended March 31, 2023, total shares issued under the SEPA were 11,900,400. 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 The Company has a sales agreement with Cowen and Company, LLC (“Cowen”), with respect to an at-the-market offering (“ATM”) program under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, having an aggregate offering price of up to $200,000 through Cowen as its sales agent and/or principal. During the three months ended March 31, 2024, the Company sold 7,239,982 shares raising proceeds of $7,206, net of fees paid to Cowen, at an average selling price of $1.03 per share. There were no shares issued under the ATM offering program for the three months ended March 31, 2023. Earnings Per Share Basic earnings per share (“EPS”) is computed by dividing earnings available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Other potentially dilutive common shares and the related impact to earnings are considered when calculating EPS on a diluted basis. Since the Company incurred a net loss for the three months ended March 31, 2024 and 2023, 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 March 31, 2024 and 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 for the periods presented: Three Months Ended March 31, 2024 2023 Stock options and restricted stock units 9,048,602 6,987,945 Warrants 61,411,393 7,326,654 Convertible Notes 16,226,124 16,950,606 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On April 22, 2024, the Company closed an agreement with Banyan Software, Inc. to accelerate its 2023 Production Tax Credit monetization. The Company received $2,303 in cash. This amount relates to a portion of the PTC grant receivable as of March 31, 2024, as discussed in Note 10, Government Grants. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
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 2023 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 Presentation |
Recent Accounting Pronouncements | Recent Accounting Pronouncements There were no new accounting standards or updates during the three months ended March 31, 2024 that would have a material impact on the Company’s Unaudited Condensed Consolidated Financial Statements. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 2023 Product revenue $ 6,501 $ 8,675 Service revenue 100 160 Total revenues $ 6,601 $ 8,835 |
Schedule of Information about Contract Assets and Liabilities from Contracts with Customers | The following table provides information about contract assets and contract liabilities from contracts with customers. Contract assets, current, Contract liabilities, current and Contract liabilities, long-term are included separately on the Unaudited Condensed Consolidated Balance Sheets and contract assets expected to be recognized in greater than twelve months are included under Other assets, net. March 31, 2024 December 31, 2023 Contract assets $ 12,894 $ 8,322 Contract liabilities $ 7,111 $ 6,610 |
Cash, Cash Equivalents and Re_2
Cash, Cash Equivalents and Restricted Cash (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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: March 31, 2024 March 31, 2023 Cash and cash equivalents $ 31,773 $ 16,127 Restricted cash - current 2,625 2,725 Long-term restricted cash 11,858 11,450 Total cash, cash equivalents and restricted cash $ 46,256 $ 30,302 |
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: March 31, 2024 March 31, 2023 Cash and cash equivalents $ 31,773 $ 16,127 Restricted cash - current 2,625 2,725 Long-term restricted cash 11,858 11,450 Total cash, cash equivalents and restricted cash $ 46,256 $ 30,302 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Components of Inventories | The following table provides information about inventory balances: March 31, 2024 December 31, 2023 Raw materials $ 13,045 $ 15,487 Work-in-process 490 1,105 Finished goods 858 478 Total inventory, net $ 14,393 $ 17,070 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 December 31, 2023 Equipment 5 to 10 years $ 22,484 $ 20,559 Finance lease 5 years 504 504 Furniture 5 to 10 years 2,179 2,103 Leasehold improvements Lesser of useful life/ 7,951 7,718 Tooling 2 to 3 years 7,866 7,045 Construction in progress (“CIP”) 20,819 17,958 Total 61,803 55,887 Less: Accumulated depreciation (19,061) (18,032) Total property, plant and equipment, net $ 42,742 $ 37,855 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses were as follows: March 31, 2024 December 31, 2023 Accrued payroll $ 7,273 $ 4,553 Warranty reserve (1) 5,513 6,197 Accrued legal and professional expenses 11,058 10,710 Provision for contract losses 3,205 3,351 Insurance premium payable, current 2,730 2,605 Interest payable, current 3,684 — Other 5,151 4,916 Total accrued expenses $ 38,614 $ 32,332 (1) Refer to the table below for the warranty reserve activity for the three months ended March 31, 2024 and 2023. |
Schedule of Warranty Reserve Activity | The following table summarizes warranty reserve activity: Three Months Ended March 31, 2024 2023 Warranty reserve - beginning of period $ 6,197 $ 3,836 Additions for current period deliveries 265 357 Changes in the warranty reserve estimate (949) — Warranty costs incurred — (221) Warranty reserve - end of period $ 5,513 $ 3,972 |
Borrowings (Tables)
Borrowings (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company’s debt obligations at carrying value consist of the following related and third-party borrowings: March 31, 2024 December 31, 2023 Maturity Date Borrowing Outstanding Carrying Value* Borrowing Outstanding Carrying Value* 2021 Convertible Note Payable June 2026 $ 115,815 $ 96,033 $ 115,815 $ 94,386 Senior Secured Term Loan March 2026 100,000 86,756 100,000 85,624 AFG Convertible Notes June 2026 17,429 17,917 17,429 18,139 Equipment financing facility April 2026 4,931 4,924 5,718 5,710 Total borrowings 238,175 205,630 238,962 203,859 Current portion 3,458 3,458 3,332 3,332 Total borrowings, non-current $ 234,717 $ 202,172 $ 235,630 $ 200,527 * 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: March 31, 2024 December 31, 2023 Principal $ 100,000 $ 100,000 Unamortized debt discount (1,344) (1,459) Unamortized debt issuance costs (11,900) (12,917) Aggregate carrying value $ 86,756 $ 85,624 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 Note is as follows: Three Months Ended March 31, 2024 2023 Contractual interest expense $ 1,737 $ 1,637 Amortization of debt discount 1,531 1,207 Amortization of debt issuance costs 148 117 Total $ 3,416 $ 2,961 Interest expense recognized on the AFG Convertible Notes is as follows: Three Months Ended March 31, 2024 2023 Contractual interest expense $ 1,155 $ 779 Amortization of debt discount 218 148 Amortization of debt issuance costs 62 42 Total $ 1,435 $ 969 The following table summarizes interest expense recognized: Three Months Ended March 31, 2024 2023 Contractual interest expense $ 3,684 $ 3,373 Amortization of debt discount 115 93 Amortization of debt issuance costs 1,017 822 Total $ 4,816 $ 4,288 |
Schedule of Balances Recognized upon Issuance of Convertible Notes | The balances for the 2021 Convertible Note are as follows: March 31, 2024 December 31, 2023 Principal $ 115,815 $ 115,815 Unamortized debt discount (18,081) (19,612) Unamortized debt issuance costs (1,747) (1,895) Embedded conversion feature 46 78 Aggregate carrying value $ 96,033 $ 94,386 The balances for the AFG Convertible Notes are as follows: March 31, 2024 December 31, 2023 Principal $ 17,429 $ 17,429 Unamortized debt discount (2,617) (2,835) Unamortized debt issuance costs (738) (800) Embedded conversion feature 3,843 4,345 Aggregate carrying value $ 17,917 $ 18,139 |
Warrants Liability (Tables)
Warrants Liability (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Common Stock Warrants Outstanding and Fair Value | The amount of warrants outstanding and fair value for all warrants as of March 31, 2024 and December 31, 2023 are as follows: March 31, 2024 December 31, 2023 Warrants Fair Value Warrants Fair Value IPO warrants 274,400 $ 49 274,400 $ 55 April 2023 warrants 16,000,000 5,494 16,000,000 6,276 May 2023 warrants 3,601,980 1,357 3,601,980 1,544 December 2023 warrants 34,482,759 17,661 34,482,759 19,586 Total 54,359,139 $ 24,561 54,359,139 $ 27,461 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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: March 31, 2024 December 31, 2023 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Liabilities Warrants $ — $ 49 $ 24,512 $ — $ 55 $ 27,406 Embedded derivatives $ — $ — $ 3,889 $ — $ — $ 4,423 |
Schedule of Assumptions used to Determine Fair Value of Warrants and Embedded Derivative 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, May 2023 warrants and December 2023 warrants are classified as Level 3 financial instruments in the table above. The Company estimated the fair value of these 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 inputs used to determine the fair value of the April 2023 warrants, May 2023 warrants and the December 2023 warrants are as follows: April 2023 warrants March 31, 2024 December 31, 2023 Time to expiration 4.54 years 4.79 years Common stock price $ 1.03 $ 1.09 Risk-free interest rate 4.2 % 3.8 % Volatility 70.0 % 70.0 % May 2023 warrants March 31, 2024 December 31, 2023 Time to expiration 4.29 years 4.54 years Common stock price $ 1.03 $ 1.09 Risk-free interest rate 4.2 % 3.8 % Volatility 70.0 % 70.0 % December 2023 warrants March 31, 2024 December 31, 2023 Time to expiration 4.71 years 4.96 years Common stock price $ 1.03 $ 1.09 Risk-free interest rate 4.2 % 3.8 % Volatility 70.0 % 70.0 % The inputs used to determine the fair value of the embedded derivative liabilities are as follows: 2021 Convertible Note Payable March 31, 2024 December 31, 2023 Term 2.25 years 2.5 years Dividend yield — % — % Risk-free interest rate 4.5 % 4.1 % Volatility 70.0 % 70.0 % Effective debt yield 40.0 % 40.0 % AFG Convertible Notes Payable March 31, 2024 December 31, 2023 Term 2.25 years 2.5 years Dividend yield — % — % Risk-free interest rate 4.5 % 4.1 % 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: Three Months Ended March 31, 2024 2023 Embedded derivatives Balance at beginning of the period $ 4,423 $ 1,945 Additions — 14,799 Change in fair value of derivatives - related parties 1 (534) 4,511 Balance at end of the period $ 3,889 $ 21,255 Warrants Balance at beginning of the period $ 27,406 $ — Additions — — Change in fair value of warrants (2,894) — Balance at end of the period $ 24,512 $ — 1 Includes loss on debt extinguishment from Yorkville Promissory Note Conversions for the three months ended March 31, 2023. |
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 March 31, 2024 December 31, 2023 Carrying Value Fair Value Carrying Value Fair Value Notes receivable 3 $ 827 $ 721 $ 863 $ 719 2021 Convertible Note* 3 96,033 63,034 94,386 57,998 Senior Secured Term Loan 3 86,756 64,117 85,624 61,360 AFG Convertible Notes* 3 17,917 19,076 18,139 18,352 Equipment financing facility 3 4,924 4,261 5,710 4,826 Total $ 206,457 $ 151,209 $ 204,722 $ 143,255 *Includes the embedded derivative liabilities. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 Loss was as follows: Three Months Ended March 31, 2024 2023 Stock options $ 174 $ 740 Restricted stock units 2,767 2,623 Total $ 2,941 $ 3,363 |
Shareholders_ Deficit (Tables)
Shareholders’ Deficit (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Schedule of Anti-Dilutive Shares Excluded From Diluted Net Loss Per Share | The following potentially dilutive shares were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented: Three Months Ended March 31, 2024 2023 Stock options and restricted stock units 9,048,602 6,987,945 Warrants 61,411,393 7,326,654 Convertible Notes 16,226,124 16,950,606 |
Overview (Details)
Overview (Details) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2024 USD ($) segment | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Aug. 31, 2023 USD ($) | |
Line of Credit Facility [Line Items] | ||||
Number of operating segments | segment | 1 | |||
Number of reportable segments | segment | 1 | |||
Net loss | $ 46,708 | $ 71,600 | ||
Net cash used in operating activities | 40,474 | 30,478 | ||
Accumulated deficit | 922,554 | $ 875,846 | ||
Cash and cash equivalents | 31,773 | $ 16,127 | $ 69,473 | |
Working capital | 22,097 | |||
Outstanding debt | $ 3,458 | |||
DOE Clean Energy Financing Program | Notes Payable | ||||
Line of Credit Facility [Line Items] | ||||
Aggregate principal amount | $ 398,600 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Equity interest ownership percentage | 100% |
Revenue Recognition - Revenue R
Revenue Recognition - Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 6,601 | $ 8,835 |
Product revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 6,501 | 8,675 |
Service revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 100 | $ 160 |
Revenue Recognition - Narrative
Revenue Recognition - Narratives (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Sales-type lease, term of contract | 20 years | ||
Sales-type lease, revenue | $ 0 | $ 0 | |
Increase (decrease) in contract asset | 4,572 | 1,914 | |
Increase (decrease) in contract liabilities | 501 | $ (3,450) | |
Revenue recognized in contract liabilities | 798 | ||
Increase from customer advance payments | 1,299 | ||
Contract liabilities, current | 2,828 | $ 3,070 | |
Contract liabilities, long-term | 4,283 | $ 3,540 | |
Contract assets, current | 11,075 | ||
Contract assets, long-term | $ 1,819 | ||
Revenue Benchmark | Customer 1 | Customer Concentration Risk | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Concentration risk percentage | 88.10% | 97% |
Revenue Recognition - Informati
Revenue Recognition - Information about Contract Liabilities from Contracts with Customers (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Revenue from Contract with Customer [Abstract] | ||
Contract assets | $ 12,894 | $ 8,322 |
Contract liabilities | $ 7,111 | $ 6,610 |
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 | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 31,773 | $ 69,473 | $ 16,127 | |
Restricted cash - current | 2,625 | 3,439 | 2,725 | |
Long-term restricted cash | 11,858 | 11,755 | 11,450 | |
Total cash, cash equivalents and restricted cash | $ 46,256 | $ 84,667 | $ 30,302 | $ 31,223 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 13,045 | $ 15,487 |
Work-in-process | 490 | 1,105 |
Finished goods | 858 | 478 |
Total inventory, net | $ 14,393 | $ 17,070 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net - Components of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 61,803 | $ 55,887 |
Less: Accumulated depreciation | (19,061) | (18,032) |
Total property, plant and equipment, net | 42,742 | 37,855 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 22,484 | 20,559 |
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 | 504 |
Estimated Useful lives | 5 years | |
Furniture | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 2,179 | 2,103 |
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 | $ 7,951 | 7,718 |
Tooling | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 7,866 | 7,045 |
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 | |
Construction in progress (“CIP”) | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 20,819 | $ 17,958 |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net - Narratives (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense related to property and equipment | $ 1,175 | $ 2,667 |
Loss from write-down of property, plant and equipment | 65 | 760 |
Interest costs | $ 850 | $ 0 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||
Capitalized cost | $ 146 | |
Additional capitalized cost | 8 | |
Amortization of capitalized computer software cost | 12 | $ 9 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross patents value | $ 400 | |
Patents useful lives | 10 years | |
Patents amortization expenses | $ 10 | $ 10 |
Software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Patents useful lives | 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 | Mar. 31, 2024 | Dec. 31, 2023 |
Variable Interest Entity [Line Items] | ||
Loan commitment on the consolidated balance sheet | $ 827 | $ 863 |
Financing receivable, allowance for credit loss | $ 36 | $ 2 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Accrued payroll | $ 7,273 | $ 4,553 |
Warranty reserve | 5,513 | 6,197 |
Accrued legal and professional expenses | 11,058 | 10,710 |
Provision for contract losses | 3,205 | 3,351 |
Insurance premium payable, current | 2,730 | 2,605 |
Interest payable, current | 3,684 | 0 |
Other | 5,151 | 4,916 |
Total accrued expenses | $ 38,614 | $ 32,332 |
Accrued Expenses - Warranty Res
Accrued Expenses - Warranty Reserve Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Warranty reserve - beginning of period | $ 6,197 | $ 3,836 |
Additions for current period deliveries | 265 | 357 |
Changes in the warranty reserve estimate | (949) | 0 |
Warranty costs incurred | 0 | (221) |
Warranty reserve - end of period | $ 5,513 | $ 3,972 |
Government Grants (Details)
Government Grants (Details) - Production Tax Credits - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Government Assistance [Line Items] | |||
Government assistance amount | $ 1,542 | $ 798 | |
Current grants receivable | $ 4,798 | $ 3,256 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||||
Jul. 31, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Jan. 31, 2023 | Jan. 18, 2023 | Jul. 06, 2021 | |
Related Party Transaction [Line Items] | |||||||
Warrants outstanding (in shares) | 54,359,139 | 54,359,139 | |||||
Warrants liability | $ 24,561,000 | $ 27,461,000 | |||||
2021 Convertible Note Payable | Convertible Notes | |||||||
Related Party Transaction [Line Items] | |||||||
Principal | $ 100,000,000 | ||||||
Related Party | |||||||
Related Party Transaction [Line Items] | |||||||
Payment made for debt issuance cost | $ 0 | $ 1,116,000 | |||||
Related Party | IPO warrants | Common Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Warrants outstanding (in shares) | 274,400 | 274,400 | |||||
Warrants liability | $ 49,000 | $ 55,000 | |||||
Related Party | 2021 Convertible Note Payable | |||||||
Related Party Transaction [Line Items] | |||||||
Notes payable | $ 100,000,000 | ||||||
Payment made for debt issuance cost | $ 3,000,000 | ||||||
Related Party | AFG Convertible Notes Payable | Convertible Notes | |||||||
Related Party Transaction [Line Items] | |||||||
Principal | $ 13,750,000 | $ 13,750,000 | |||||
Paid-in-kind interest rate | 26.50% | 26.50% |
Borrowings - Schedule of Debt (
Borrowings - Schedule of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Borrowing Outstanding | ||
Total borrowings | $ 238,175 | $ 238,962 |
Current portion | 3,458 | 3,332 |
Total borrowings, non-current | 234,717 | 235,630 |
Carrying Value* | ||
Total borrowings | 205,630 | 203,859 |
Current portion | 3,458 | 3,332 |
Total borrowings, non-current | 202,172 | 200,527 |
2021 Convertible Note Payable | Convertible Notes | ||
Borrowing Outstanding | ||
Total borrowings | 115,815 | 115,815 |
Carrying Value* | ||
Total borrowings | 96,033 | 94,386 |
Senior Secured Term Loan | ||
Carrying Value* | ||
Total borrowings | 86,756 | 85,624 |
Senior Secured Term Loan | Secured Debt | ||
Borrowing Outstanding | ||
Total borrowings | 100,000 | 100,000 |
Carrying Value* | ||
Total borrowings | 86,756 | 85,624 |
AFG Convertible Notes | Convertible Notes | ||
Borrowing Outstanding | ||
Total borrowings | 17,429 | 17,429 |
Carrying Value* | ||
Total borrowings | 17,917 | 18,139 |
Equipment financing facility | ||
Carrying Value* | ||
Total borrowings | 4,924 | 5,710 |
Equipment financing facility | Line of Credit | ||
Borrowing Outstanding | ||
Total borrowings | 4,931 | 5,718 |
Carrying Value* | ||
Total borrowings | $ 4,924 | $ 5,710 |
Borrowings - Narrative (Details
Borrowings - Narrative (Details) - USD ($) | 3 Months Ended | 4 Months Ended | ||||||||
Jul. 29, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2023 | Jan. 31, 2023 | Jan. 18, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | Jul. 06, 2021 | |
Debt Instrument [Line Items] | ||||||||||
Interest payable | $ 2,892,000 | $ 0 | ||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||
Carrying Value | $ 205,630,000 | $ 203,859,000 | ||||||||
Long-term debt, current | 3,458,000 | 3,332,000 | ||||||||
Proceeds from issuance of convertible notes - related party | 0 | $ 33,350,000 | ||||||||
Loss on debt extinguishment | 0 | 1,634,000 | ||||||||
Change in fair value of derivatives - related parties | 534,000 | (12,934,000) | ||||||||
Related Party | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Change in fair value of derivatives - related parties | 534,000 | (12,934,000) | ||||||||
2021 Convertible Note Payable | Related Party | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest payable | 1,737,000 | 0 | ||||||||
2021 Convertible Note Payable | Convertible Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal | $ 100,000,000 | |||||||||
Embedded conversion feature | 46,000 | 78,000 | ||||||||
Carrying Value | 96,033,000 | $ 94,386,000 | ||||||||
Non-cash interest expense - related party | $ 3,416,000 | 2,961,000 | ||||||||
Coupon Interest Rate | 40% | 40% | ||||||||
Amortization of debt discount | $ 1,531,000 | 1,207,000 | ||||||||
AFG Convertible Notes Payable | Related Party | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest payable | $ 1,155,000 | $ 0 | ||||||||
Carrying Value | $ 16,623,000 | |||||||||
Non-cash interest expense - related party | 2,873,000 | |||||||||
AFG Convertible Notes Payable | Convertible Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||||||||
Conversion price per unit (in dollars per share) | $ 1.67 | |||||||||
Coupon Interest Rate | 40% | 40% | ||||||||
AFG Convertible Notes Payable | Convertible Notes | Related Party | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal | $ 13,750,000 | $ 13,750,000 | ||||||||
Paid-in-kind interest rate | 26.50% | 26.50% | ||||||||
Embedded conversion feature | $ 3,843,000 | $ 4,345,000 | ||||||||
Carrying Value | 17,917,000 | 18,139,000 | ||||||||
Non-cash interest expense - related party | 1,435,000 | 969,000 | ||||||||
Amortization of debt discount | 218,000 | 148,000 | ||||||||
Senior Secured Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Carrying Value | 86,756,000 | 85,624,000 | ||||||||
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 | 86,756,000 | 85,624,000 | ||||||||
Number of days prior to current maturity date | 91 days | |||||||||
Minimum prepayment amount | $ 500,000,000 | |||||||||
Repayment applicable treasury rate | 0.50% | |||||||||
Interest escrowed for loan | $ 11,858,000 | 11,755,000 | ||||||||
Senior Secured Term Loan | SOFR Loans | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Variable rate spread | 8.50% | |||||||||
Coupon Interest Rate | 14.11% | |||||||||
Senior Secured Term Loan | ABR Loans | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Stated interest rate | 7.50% | |||||||||
Equipment financing facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Carrying Value | $ 4,924,000 | 5,710,000 | ||||||||
Non-cash interest expense - related party | 208,000 | 317,000 | ||||||||
Long-term line of credit | 4,924,000 | 5,710,000 | ||||||||
Long-term debt, current | 3,458,000 | 3,332,000 | ||||||||
Equipment financing facility | Line of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Carrying Value | $ 4,924,000 | $ 5,710,000 | ||||||||
Coupon Interest Rate | 16.20% | 14.30% | ||||||||
Maximum borrowing capacity | $ 25,000,000 | |||||||||
Yorkville Convertible Promissory Note | Convertible Notes | Related Party | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Proceeds from issuance of convertible notes - related party | $ 22,000,000 | |||||||||
Amortization of debt discount | $ 6,952,000 | |||||||||
Converted instrument, shares issued (in shares) | 11,216,492 | |||||||||
Embedded Derivatives - Yorkville Convertible Promissory Notes | Convertible Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Change in fair value of derivatives - related parties | $ 55,000 |
Borrowings - Interest Expense (
Borrowings - Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
2021 Convertible Note Payable | Convertible Notes | ||
Debt Instrument [Line Items] | ||
Contractual interest expense | $ 1,737 | $ 1,637 |
Amortization of debt discount | 1,531 | 1,207 |
Amortization of debt issuance costs | 148 | 117 |
Total | 3,416 | 2,961 |
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 | 1,155 | 779 |
Amortization of debt discount | 218 | 148 |
Amortization of debt issuance costs | 62 | 42 |
Total | 1,435 | 969 |
Senior Secured Term Loan | Secured Debt | Nonrelated Party | ||
Debt Instrument [Line Items] | ||
Contractual interest expense | 3,684 | 3,373 |
Amortization of debt discount | 115 | 93 |
Amortization of debt issuance costs | 1,017 | 822 |
Total | $ 4,816 | $ 4,288 |
Borrowings - Net Carrying Value
Borrowings - Net Carrying Value (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Jan. 18, 2023 |
Debt Instrument [Line Items] | |||
Principal | $ 238,175 | $ 238,962 | |
Total borrowings | 205,630 | 203,859 | |
2021 Convertible Note Payable | Convertible Notes | |||
Debt Instrument [Line Items] | |||
Principal | 115,815 | 115,815 | |
Unamortized debt discount | (18,081) | (19,612) | |
Unamortized debt issuance costs | (1,747) | (1,895) | |
Embedded conversion feature | 46 | 78 | |
Total borrowings | 96,033 | 94,386 | |
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 | 17,429 | 17,429 | |
Unamortized debt discount | (2,617) | (2,835) | |
Unamortized debt issuance costs | (738) | (800) | |
Embedded conversion feature | 3,843 | 4,345 | |
Total borrowings | 17,917 | 18,139 | |
Senior Secured Term Loan | |||
Debt Instrument [Line Items] | |||
Total borrowings | 86,756 | 85,624 | |
Senior Secured Term Loan | Secured Debt | |||
Debt Instrument [Line Items] | |||
Principal | 100,000 | 100,000 | |
Total borrowings | 86,756 | 85,624 | |
Senior Secured Term Loan | Secured Debt | Nonrelated Party | |||
Debt Instrument [Line Items] | |||
Principal | 100,000 | 100,000 | |
Unamortized debt discount | (1,344) | (1,459) | |
Unamortized debt issuance costs | (11,900) | (12,917) | |
Total borrowings | $ 86,756 | $ 85,624 |
Borrowings - Equipment Financin
Borrowings - Equipment Financing Facility (Details) - Line of Credit - Equipment financing facility - USD ($) $ in Thousands | 1 Months Ended | 31 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2024 | |
Debt Instrument [Line Items] | |||
Gross Amount of Initial Draw | $ 4,216 | $ 7,000 | $ 11,216 |
Coupon Interest Rate | 16.20% | 14.30% | |
Debt Issuance Costs | $ 96 | $ 175 | $ 271 |
Warrants Liability - Narrative
Warrants Liability - Narrative (Details) - shares | 1 Months Ended | 3 Months Ended | ||||
Dec. 31, 2023 | May 31, 2023 | Apr. 30, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | May 22, 2020 | |
Class of Warrant or Right [Line Items] | ||||||
Common stock to be purchased through warrants (in shares) | 9,075,000 | |||||
Common Stock | ||||||
Class of Warrant or Right [Line Items] | ||||||
Issuance of common stock (in shares) | 7,239,982 | 11,900,400 | ||||
Related Party | Common Stock | April 2023 warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Issuance of common stock (in shares) | 16,000,000 | |||||
Common stock to be purchased through warrants (in shares) | 16,000,000 | |||||
Related Party | Common Stock | May 2023 warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Issuance of common stock (in shares) | 3,601,980 | |||||
Common stock to be purchased through warrants (in shares) | 3,601,980 | |||||
Related Party | Common Stock | December 2023 warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Issuance of common stock (in shares) | 34,482,759 |
Warrants Liability - Schedule o
Warrants Liability - Schedule of Common Stock Warrants Outstanding and Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Class of Warrant or Right [Line Items] | ||
Warrants outstanding (in shares) | 54,359,139 | 54,359,139 |
Fair Value | $ 24,561 | $ 27,461 |
IPO warrants | Related Party | Common Stock | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding (in shares) | 274,400 | 274,400 |
Fair Value | $ 49 | $ 55 |
April 2023 warrants | Related Party | Common Stock | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding (in shares) | 16,000,000 | 16,000,000 |
Fair Value | $ 5,494 | $ 6,276 |
May 2023 warrants | Related Party | Common Stock | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding (in shares) | 3,601,980 | 3,601,980 |
Fair Value | $ 1,357 | $ 1,544 |
December 2023 warrants | Related Party | Common Stock | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding (in shares) | 34,482,759 | 34,482,759 |
Fair Value | $ 17,661 | $ 19,586 |
Fair Value Measurement - Fair V
Fair Value Measurement - Fair Value of Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants | $ 24,561 | $ 27,461 |
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 | 49 | 55 |
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 | 24,512 | 27,406 |
Level 3 | Embedded derivatives | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Embedded derivatives | $ 3,889 | $ 4,423 |
Fair Value Measurement - Assump
Fair Value Measurement - Assumptions used to determine Fair Value of Warrants (Details) | Mar. 31, 2024 $ / shares | Dec. 31, 2023 $ / shares |
Time to expiration | April 2023 warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Time to expiration | 4 years 6 months 14 days | 4 years 9 months 14 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 3 months 14 days | 4 years 6 months 14 days |
Time to expiration | December 2023 Private Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Time to expiration | 4 years 8 months 15 days | 4 years 11 months 15 days |
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 | 1.03 | 1.09 |
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 | 1.03 | 1.09 |
Common stock price | December 2023 Private Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 1.03 | 1.09 |
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 | 0.042 | 0.038 |
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 | 0.042 | 0.038 |
Risk-free interest rate | December 2023 Private Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.042 | 0.038 |
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 |
Volatility | December 2023 Private 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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
2021 Convertible Note Payable | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Term | 2 years 3 months | 2 years 6 months |
Effective debt yield | 40% | 40% |
2021 Convertible Note Payable | Dividend yield | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, measurement input | 0 | 0 |
2021 Convertible Note Payable | Risk-free interest rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, measurement input | 0.045 | 0.041 |
2021 Convertible Note Payable | Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, measurement input | 0.700 | 0.700 |
AFG Convertible Notes Payable | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Term | 2 years 3 months | 2 years 6 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 | 0.045 | 0.041 |
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 | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Warrants | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of the period | $ 27,406 | $ 0 |
Additions | 0 | 0 |
Change in fair value of derivatives and warrants | (2,894) | 0 |
Balance at end of the period | 24,512 | 0 |
Embedded derivatives | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of the period | 4,423 | 1,945 |
Additions | 0 | 14,799 |
Change in fair value of derivatives and warrants | (534) | 4,511 |
Balance at end of the period | $ 3,889 | $ 21,255 |
Fair Value Measurement - Estima
Fair Value Measurement - Estimated Fair Value of Financial Instruments Not Carried at Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | $ 205,630 | $ 203,859 |
Carrying Value | 206,457 | 204,722 |
Notes receivable | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 827 | 863 |
2021 Convertible Note | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 96,033 | 94,386 |
Senior Secured Term Loan | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 86,756 | 85,624 |
AFG Convertible Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 17,917 | 18,139 |
Equipment financing facility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | 4,924 | 5,710 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 151,209 | 143,255 |
Level 3 | Notes receivable | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 721 | 719 |
Level 3 | 2021 Convertible Note | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 63,034 | 57,998 |
Level 3 | Senior Secured Term Loan | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 64,117 | 61,360 |
Level 3 | AFG Convertible Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 19,076 | 18,352 |
Level 3 | Equipment financing facility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | $ 4,261 | $ 4,826 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Feb. 01, 2024 | Jan. 31, 2024 | Mar. 31, 2024 |
Commitments and Contingencies Disclosure [Abstract] | |||
Future lease payments | $ 5,568 | ||
Settlement, amount awarded to other party | $ 8,500 | ||
Payments for legal settlements | $ 1,000 | ||
Litigation settlement amount funded by liability insurance policies | $ 7,500 |
Stock-Based Compensation - Comp
Stock-Based Compensation - Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock compensation expense | $ 2,941 | $ 3,363 |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock compensation expense | 174 | 740 |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock compensation expense | $ 2,767 | $ 2,623 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narratives (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized stock compensation expense | $ 12,448 |
Unrecognized stock compensation expense attributable to stock option | 90 |
Restricted stock units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized stock compensation expense attributable to RSUs | $ 12,358 |
Vesting term | 2 years 1 month 6 days |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting term | 1 month 6 days |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ 25 | $ 10 |
Shareholders_ Deficit - Narrati
Shareholders’ Deficit - Narrative (Details) | 3 Months Ended | ||||
Mar. 31, 2024 USD ($) vote $ / shares shares | Mar. 31, 2023 USD ($) shares | Dec. 31, 2023 $ / shares shares | Dec. 31, 2022 shares | May 22, 2020 $ / shares shares | |
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 | |||
Preferred stock, shares issued (in shares) | 0 | 0 | |||
Preferred stock, shares outstanding (in shares) | 0 | 0 | |||
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Number of votes for each share | vote | 1 | ||||
Common stock, shares issued (in shares) | 206,779,447 | 199,133,827 | |||
Common stock, shares outstanding (in shares) | 206,779,447 | 199,133,827 | |||
Cancellation of shares used to settle payroll tax withholding | $ | $ 308,000 | $ 345,000 | |||
Common stock to be purchased through warrants (in shares) | 9,075,000 | ||||
Price of common stock to be purchased through warrants (in dollars per share) | $ / shares | $ 11.50 | ||||
Warrants outstanding (in shares) | 54,359,139 | 54,359,139 | |||
Public Warrants | |||||
Class of Stock [Line Items] | |||||
Warrants outstanding (in shares) | 7,052,254 | 7,052,254 | |||
Private Placement | |||||
Class of Stock [Line Items] | |||||
Proceeds from sale of treasury stock | $ | $ 20,850,000 | ||||
Sale of stock, number of shares issued in transaction (in shares) | 11,900,400 | ||||
ATM | |||||
Class of Stock [Line Items] | |||||
Sale of stock, number of shares issued in transaction (in shares) | 7,239,982 | 0 | |||
Authorized value of stock to be sold | $ | $ 200,000 | ||||
Cash received on issuance of shares | $ | $ 7,206,000 | ||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 1.03 | ||||
Common Stock | |||||
Class of Stock [Line Items] | |||||
Common stock, shares outstanding (in shares) | 206,779,447 | 95,222,670 | 199,133,827 | 82,653,781 | |
Exercise of warrants (in shares) | 0 | 0 |
Shareholders_ Deficit - Potenti
Shareholders’ Deficit - Potentially Dilutive Shares Excluded from Calculation of Diluted Net Loss Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Stock options and restricted stock units | ||
Class of Stock [Line Items] | ||
Anti-dilutive securities excluded from calculation of diluted net loss per share (in shares) | 9,048,602 | 6,987,945 |
Warrants | ||
Class of Stock [Line Items] | ||
Anti-dilutive securities excluded from calculation of diluted net loss per share (in shares) | 61,411,393 | 7,326,654 |
Convertible Notes | ||
Class of Stock [Line Items] | ||
Anti-dilutive securities excluded from calculation of diluted net loss per share (in shares) | 16,226,124 | 16,950,606 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | Apr. 22, 2024 | Mar. 31, 2024 | Dec. 31, 2023 |
Subsequent Event [Line Items] | |||
Grant receivable | $ 4,798 | $ 3,256 | |
Subsequent event | Production Tax Credits | |||
Subsequent Event [Line Items] | |||
Grant receivable | $ 2,303 |