Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 10, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-39982 | |
Entity Registrant Name | ENERGY VAULT HOLDINGS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-3230987 | |
Entity Address, Address Line One | 4360 Park Terrace Drive | |
Entity Address, Address Line Two | Suite 100 | |
Entity Address, City or Town | Westlake Village | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 91361 | |
City Area Code | 805 | |
Local Phone Number | 852-0000 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | NRGV | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 138,268,342 | |
Entity Central Index Key | 0001828536 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 249,649 | $ 105,125 |
Restricted cash | 25,086 | 0 |
Accounts receivable | 22,824 | 0 |
Contract assets | 24,714 | 0 |
Prepaid expenses and other current assets | 9,421 | 5,538 |
Total current assets | 331,694 | 110,663 |
Property and equipment, net | 1,577 | 11,868 |
Right-of-Use assets, net | 1,378 | 1,238 |
Other assets | 3,900 | 1,525 |
Total Assets | 338,549 | 125,294 |
Current Liabilities | ||
Accounts payable | 2,801 | 1,979 |
Accrued expenses | 3,669 | 4,704 |
Contract liabilities, current portion | 27,517 | 0 |
Long-term finance leases, current portion | 37 | 48 |
Long-term operating leases, current portion | 676 | 612 |
Total current liabilities | 34,700 | 7,343 |
Deferred pension obligation | 166 | 734 |
Asset retirement obligation | 819 | 978 |
Contract liabilities, long-term portion | 1,500 | 1,500 |
Long-term finance leases | 23 | 34 |
Long-term operating leases | 760 | 662 |
Warrant liability | 271 | 0 |
Total liabilities | 38,239 | 11,251 |
Commitments and contingencies | ||
Convertible preferred stock, $0.0001 par value; 85,741 shares authorized, 85,741 shares issued and outstanding at December 31, 2021; liquidation preference of $171,348 | 0 | 182,709 |
Stockholders’ Equity (Deficit) | ||
Preferred stock, $0.0001 par value; 5,000 shares authorized, none issued | 0 | 0 |
Common stock, $0.0001 par value; 500,000 shares authorized, 137,839 shares issued, and 137,839 outstanding at September 30, 2022; 120,568 shares authorized, 20,432 shares issued, and 20,432 outstanding at December 31, 2021 | 14 | 0 |
Additional paid-in capital | 424,499 | 713 |
Accumulated deficit | (123,988) | (68,966) |
Accumulated other comprehensive loss | (215) | (413) |
Total stockholders’ equity (deficit) | 300,310 | (68,666) |
Total Liabilities, Convertible Preferred Stock, and Stockholders’ Equity (Deficit) | $ 338,549 | $ 125,294 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized (in shares) | 500,000,000 | 120,568,000 |
Common stock issued (in shares) | 137,839,000 | 20,432,000 |
Common stock outstanding (in shares) | 137,839,000 | 20,432,000 |
Convertible Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | |
Preferred stock, shares authorized (in shares) | 85,741 | |
Preferred stock, shares issued (in shares) | 85,741,000 | |
Preferred stock, shares outstanding (in shares) | 85,741,000 | |
Preferred stock, liquidation preference | $ 171,348,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue | $ 1,694,000 | $ 0 | $ 45,555,000 | $ 0 |
Operating expenses: | ||||
Cost of revenue | 1,623,000 | 0 | 2,194,000 | 0 |
Sales and marketing | 3,758,000 | 169,000 | 8,287,000 | 443,000 |
Research and development | 16,731,000 | 1,697,000 | 36,155,000 | 4,920,000 |
General and administrative | 12,960,000 | 3,759,000 | 33,434,000 | 8,620,000 |
Asset Impairment | 2,828,000 | (11,000) | 2,828,000 | 2,733,000 |
Loss from operations | (36,206,000) | (5,614,000) | (37,343,000) | (16,716,000) |
Other income (expense) | ||||
Interest expense | 0 | 0 | (1,000) | (7,000) |
Change in fair value of warrant liability | 6,706,000 | 0 | 2,061,000 | 0 |
Transaction costs | 0 | 0 | (20,586,000) | 0 |
Other income (expense), net | 920,000 | (549,000) | 1,205,000 | (1,866,000) |
Loss before income taxes | (28,580,000) | (6,163,000) | (54,664,000) | (18,589,000) |
Provision for income taxes | 185,000 | 0 | 358,000 | 0 |
Net loss | (28,765,000) | (6,163,000) | $ (55,022,000) | $ (18,589,000) |
Net loss per share — basic (in dollars per share) | $ (0.46) | $ (1.54) | ||
Net loss per share — diluted (in dollars per share) | $ (0.46) | $ (1.54) | ||
Other comprehensive income (loss) — net of tax | ||||
Actuarial gain (loss) on pension | 1,000 | 63,000 | $ 561,000 | $ 295,000 |
Foreign currency translation gain (loss) | (8,000) | (596,000) | (363,000) | 303,000 |
Total other comprehensive income (loss) | (7,000) | (533,000) | 198,000 | 598,000 |
Total comprehensive loss | $ (28,772,000) | $ (6,696,000) | $ (54,824,000) | $ (17,991,000) |
Common Stock | ||||
Other income (expense) | ||||
Net loss per share — basic (in dollars per share) | $ (0.21) | $ (0.45) | $ (0.46) | $ (1.54) |
Net loss per share — diluted (in dollars per share) | $ (0.21) | $ (0.45) | $ (0.46) | $ (1.54) |
Weighted average shares of outstanding — basic (in shares) | 140,302 | 13,598 | 118,560 | 12,094 |
Weighted average shares of outstanding — diluted (in shares) | 140,302 | 13,598 | 118,560 | 12,094 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Total | Convertible Preferred Stock | Preferred Stock Convertible Preferred Stock | Preferred Stock Series B-1 preferred stock | Preferred Stock Series C preferred stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | |||
Beginning balance (in shares) at Dec. 31, 2020 | [1] | 63,805,000 | ||||||||||
Beginning balance at Dec. 31, 2020 | $ 62,042 | |||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||
Preferred Stock issuance costs | $ (25) | $ (1,479) | ||||||||||
Issuance of Series B-1 preferred stock for cash (in shares) | [1] | 7,153,000 | 14,783,000 | |||||||||
Issuance of Series B-1 preferred stock for cash | $ 15,320 | $ 107,000 | ||||||||||
Ending balance (in shares) at Sep. 30, 2021 | [1] | 85,741,000 | ||||||||||
Ending balance at Sep. 30, 2021 | $ 182,858 | |||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | [1] | 14,551,000 | ||||||||||
Beginning balance at Dec. 31, 2020 | $ (39,627) | $ 0 | $ 99 | $ (37,628) | $ (2,098) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Exercise of stock option (in shares) | [1] | 373,000 | ||||||||||
Exercise of stock option | 5 | 5 | ||||||||||
Stock based compensation (in shares) | [1] | 5,655,000 | ||||||||||
Stock based compensation | 557 | 557 | ||||||||||
Net (loss) income | (18,589) | (18,589) | ||||||||||
Actuarial gain (loss) on pension | 295 | 295 | ||||||||||
Foreign currency translation gain (loss) | 303 | 303 | ||||||||||
Ending balance (in shares) at Sep. 30, 2021 | [1] | 20,579,000 | ||||||||||
Ending balance at Sep. 30, 2021 | (57,056) | $ 0 | 661 | (56,217) | (1,500) | |||||||
Beginning balance (in shares) at Jun. 30, 2021 | [1] | 70,958,000 | ||||||||||
Beginning balance at Jun. 30, 2021 | $ 77,341 | |||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||
Preferred Stock issuance costs | $ (4) | $ (1,479) | ||||||||||
Issuance of Series B-1 preferred stock for cash (in shares) | [1] | 14,783,000 | ||||||||||
Issuance of Series B-1 preferred stock for cash | $ 107,000 | |||||||||||
Ending balance (in shares) at Sep. 30, 2021 | [1] | 85,741,000 | ||||||||||
Ending balance at Sep. 30, 2021 | $ 182,858 | |||||||||||
Beginning balance (in shares) at Jun. 30, 2021 | [1] | 14,924,000 | ||||||||||
Beginning balance at Jun. 30, 2021 | (50,667) | $ 0 | 354 | (50,054) | (967) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Stock based compensation (in shares) | [1] | 5,655,000 | ||||||||||
Stock based compensation | 307 | 307 | ||||||||||
Net (loss) income | (6,163) | (6,163) | ||||||||||
Actuarial gain (loss) on pension | 63 | 63 | ||||||||||
Foreign currency translation gain (loss) | (596) | (596) | ||||||||||
Ending balance (in shares) at Sep. 30, 2021 | [1] | 20,579,000 | ||||||||||
Ending balance at Sep. 30, 2021 | (57,056) | $ 0 | 661 | (56,217) | (1,500) | |||||||
Beginning balance (in shares) at Dec. 31, 2021 | 85,741,000 | 85,741,000 | [1] | |||||||||
Beginning balance at Dec. 31, 2021 | 182,709 | $ 182,709 | ||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||
Conversion of convertible preferred stock into common stock in connection with reverse the recapitalization (in shares) | [1] | (85,741,000) | ||||||||||
Conversion of convertible preferred stock into common stock in connection with reverse recapitalization | $ (182,709) | |||||||||||
Ending balance (in shares) at Sep. 30, 2022 | [1] | 0 | ||||||||||
Ending balance at Sep. 30, 2022 | $ 0 | $ 0 | ||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 20,432,000 | 20,432,000 | [1] | |||||||||
Beginning balance at Dec. 31, 2021 | $ (68,666) | $ 0 | 713 | (68,966) | (413) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Conversion of convertible preferred stock into common stock in connection with reverse the recapitalization (in shares) | [1] | 85,741,000 | ||||||||||
Conversion of convertible preferred stock into common stock in connection with reverse recapitalization | 182,709 | $ 9 | 182,700 | |||||||||
Issuance of common stock upon the reverse recapitalization, net of transaction costs (in shares) | [1] | 27,553,000 | ||||||||||
Issuance of common stock upon the reverse recapitalization, net of transaction costs | $ 191,859 | $ 3 | 191,856 | |||||||||
Exercise of stock option (in shares) | 162,000 | 146,000 | [1] | |||||||||
Exercise of stock option | $ 131 | $ 1 | 130 | |||||||||
Exercise of warrants (in shares) | [1] | 2,873,000 | ||||||||||
Exercise of warrants | 25,361 | $ 1 | 25,360 | |||||||||
Stock based compensation | 26,757 | 26,757 | ||||||||||
Vesting of RSUs, net of shares withheld for payroll taxes (in shares) | [1] | 1,094,000 | ||||||||||
Vesting of RSUs, net of shares withheld for payroll taxes | (3,017) | (3,017) | ||||||||||
Net (loss) income | (55,022) | (55,022) | ||||||||||
Actuarial gain (loss) on pension | 561 | 561 | ||||||||||
Foreign currency translation gain (loss) | $ (363) | (363) | ||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 137,839,000 | 137,839,000 | [1] | |||||||||
Ending balance at Sep. 30, 2022 | $ 300,310 | $ 14 | 424,499 | (123,988) | (215) | |||||||
Beginning balance (in shares) at Jun. 30, 2022 | [1] | 0 | ||||||||||
Beginning balance at Jun. 30, 2022 | $ 0 | |||||||||||
Ending balance (in shares) at Sep. 30, 2022 | [1] | 0 | ||||||||||
Ending balance at Sep. 30, 2022 | 0 | $ 0 | ||||||||||
Beginning balance (in shares) at Jun. 30, 2022 | [1] | 134,441,000 | ||||||||||
Beginning balance at Jun. 30, 2022 | 306,586 | $ 13 | 402,004 | (95,223) | (208) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Exercise of stock option (in shares) | [1] | 114,000 | ||||||||||
Exercise of stock option | 95 | 95 | ||||||||||
Exercise of warrants (in shares) | [1] | 2,190,000 | ||||||||||
Exercise of warrants | 14,524 | $ 1 | 14,523 | |||||||||
Stock based compensation | 10,894 | 10,894 | ||||||||||
Vesting of RSUs, net of shares withheld for payroll taxes (in shares) | [1] | 1,094,000 | ||||||||||
Vesting of RSUs, net of shares withheld for payroll taxes | (3,017) | (3,017) | ||||||||||
Net (loss) income | (28,765) | (28,765) | ||||||||||
Actuarial gain (loss) on pension | 1 | 1 | ||||||||||
Foreign currency translation gain (loss) | $ (8) | (8) | ||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 137,839,000 | 137,839,000 | [1] | |||||||||
Ending balance at Sep. 30, 2022 | $ 300,310 | $ 14 | $ 424,499 | $ (123,988) | $ (215) | |||||||
[1]The number of shares of convertible preferred stock and common stock prior to the Merger (defined in Note 1) have been retroactively restated to reflect the exchange ratio of 6.7735 established in the Merger as described in Note 1 and Note 3. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Unaudited) - (Parenthetical) | Feb. 11, 2022 |
Energy Vault Holdings Inc | |
Exchange ratio | 6.7735 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows From Operating Activities | ||
Net loss | $ (55,022) | $ (18,589) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 7,562 | 976 |
Non-cash lease expense | 548 | 319 |
Non-cash interest income | (217) | 0 |
Stock based compensation | 26,757 | 452 |
Asset Impairment | 2,828 | 3,236 |
Change in fair value of warrant liability | (2,061) | 0 |
Change in pension obligation | 21 | 53 |
Change in asset retirement obligation | (93) | 0 |
Foreign exchange gains and losses | 163 | 100 |
Change in operating assets | (55,247) | 664 |
Change in operating liabilities | 26,966 | (1,286) |
Net cash used in operating activities | (47,795) | (14,075) |
Cash Flows From Investing Activities | ||
Purchase of property and equipment | (679) | (76) |
Purchase of convertible notes | (2,000) | 0 |
Net cash used in investing activities | (2,679) | (76) |
Cash Flows From Financing Activities | ||
Proceeds from exercise of stock options | 131 | 0 |
Proceeds from reverse recapitalization and PIPE financing, net | 235,940 | 0 |
Proceeds from exercise of warrants | 7,855 | 0 |
Payment of transaction costs related to reverse recapitalization | (20,651) | (469) |
Payment of taxes related to net settlement of equity awards | (3,017) | 0 |
Repayment of debt | 0 | (765) |
Proceeds from promissory note | 0 | 125 |
Payment of finance lease obligations | (51) | (43) |
Proceeds from issue of shares, net of issuance costs | 0 | 5 |
Net cash provided by financing activities | 220,207 | 119,668 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (123) | 723 |
Net increase in cash, cash equivalents, and restricted cash | 169,610 | 106,240 |
Cash, cash equivalents, and restricted cash – beginning of the period | 105,125 | 10,051 |
Cash, cash equivalents, and restricted cash – end of the period | 274,735 | 116,291 |
Less: Restricted cash at end of period | 25,086 | 0 |
Cash and cash equivalents - end of period | 249,649 | 116,291 |
Supplemental Disclosures of Cash Flow Information: | ||
Income taxes paid | 3 | 1 |
Cash paid for interest | 1 | 50 |
Reclassification of inventory costs | 0 | 10,812 |
Supplemental Disclosures of Non-Cash Investing and Financing Information: | ||
Conversion of redeemable preferred stock into common stock in connection with the reverse recapitalization | 182,709 | 0 |
Warrants assumed as part of reverse recapitalization | 19,838 | 0 |
Actuarial gain on pension | 561 | 295 |
Assets acquired on finance lease | 35 | 43 |
Purchases of intangible assets recorded in accrued liabilities | 0 | 119 |
Series B-1 preferred stock | Preferred Stock | ||
Cash Flows From Financing Activities | ||
Proceeds from Series B-1 preferred stock, net of issuance costs | 0 | 15,295 |
Series C preferred stock | Preferred Stock | ||
Cash Flows From Financing Activities | ||
Proceeds from Series B-1 preferred stock, net of issuance costs | $ 0 | $ 105,520 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | ORGANIZATION AND DESCRIPTION OF BUSINESS Energy Vault Holdings, Inc., which together with its subsidiaries is referred to herein as “Energy Vault” or the “Company”, develops sustainable, grid-scale energy storage solutions designed to advance the transition to a carbon free, resilient power grid. The Company’s mission is to identify, develop, and bring to market the most economical, flexible, and sustainable energy storage solutions. To achieve this, the Company delivers turn-key energy storage solutions and energy management software systems to utilities, independent power producers, and large energy users to significantly reduce their levelized cost of energy while maintaining power reliability. The Company’s project delivery strategy relies upon engineering, procurement, and construction (“EPC”) firms to construct its storage projects, while under the supervision of the Company’s dedicated teams tasked with project management. The current business model is comprised of the following product and service categories: (1) Building, operating, and transferring energy storage projects to potential customers, (2) Building, operating, and holding energy storage systems as equity (co-) sponsor, (3) Selling energy management software as a service, and (4) Entering into intellectual property license and royalty agreements associated with the Company’s energy storage technologies. The Company’s subsidiary, Energy Vault SA, was formed in December 2017 in Lugano Switzerland to build a full-scale demonstration unit (the “CDU”), and serves as the Company’s research and development hub, and operates as the Company’s international headquarters. Energy Vault was originally incorporated under the name Novus Capital Corporation II (“Novus”) as a special purpose acquisition company in the state of Delaware in September 2020 with the purpose of effecting a merger with one or more operating businesses. On September 8, 2021, Novus announced that it had entered into a definitive agreement for a business combination (the “Merger Agreement”) with Energy Vault, Inc. (“Legacy Energy Vault”) that would result in Legacy Energy Vault becoming a wholly owned subsidiary of Novus (the “Merger”). Upon the closing of the Merger on February 11, 2022 (the “Closing”), Novus was immediately renamed to “Energy Vault Holdings, Inc.” The Merger between Novus and Legacy Energy Vault was accounted for as a reverse recapitalization. See Note 3 - Reverse Capitalization for more information. Energy Vault Holdings, Inc. is headquartered in Los Angeles, California. Throughout the notes to the consolidated condensed financial statements, unless otherwise noted, the “Company,” “we,” “us,” or “our” and similar terms refer to Legacy Energy Vault and its subsidiaries prior to the consummation of the Merger, and Energy Vault and its subsidiaries after the consummation of the Merger. Certain Significant Risks and Uncertainties Prior to 2022, the Company was primarily involved in research and development activities. Currently, the Company continues to devote substantial efforts to product research and development, as well as initial market development. The Company is subject to a number of risks similar to those of other early-stage clean energy companies, including dependence on key individuals, the need for development of commercially viable products, competitors developing new technological innovations, the need to successfully commercialize and gain market acceptance of the Company’s products, protection of proprietary technology, and the need to obtain adequate additional financing to fund the development of its products and technology. These risks could be further complicated by the economic uncertainties described below. The spread of the COVID-19 virus during 2020 and thereafter, along with inflation concerns, have caused economic uncertainty on a global scale, as well as significant volatility in the U.S. and global financial markets. The COVID-19 pandemic caused delays in the construction of the CDU in Switzerland due to Government mandated temporary stay-at-home and quarantine orders; however, it did not significantly impact the Company’s other core operations such as research and development and fund raising. The extent to which these economic uncertainties impact the Company’s business, operations, and financial results will depend on numerous evolving factors that management may not be able to accurately predict, and which may cause the actual results to differ from the estimates and assumptions that are required to be made in the preparation of condensed financial statements according to Generally Accepted Accounting Principles in the United States (“GAAP”). |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared on an accrual basis of accounting in accordance with GAAP and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, 2021. The condensed balance sheet as of December 31, 2021, included herein, was derived from the consolidated financial statements of the Company as of that date. These unaudited interim condensed consolidated financial statements, in the opinion of management, reflect all adjustments necessary to present fairly the Company’s financial position as of September 30, 2022 and the Company’s results of operations and comprehensive loss, convertible preferred stock and stockholders’ deficit activities, and the cash flows for the three and nine months ended September 30, 2022 and 2021. The results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any interim period or for any other future year. Principles of Consolidation These unaudited interim condensed consolidated financial statements include Energy Vault Holdings, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. If the Company has a variable interest in an entity, an assessment is performed to determine if that entity is a variable interest entity (“VIE”), and if so, if the Company is the primary beneficiary of the VIE. The assessment of whether an entity is a VIE requires an evaluation of qualitative factors and, where applicable, quantitative factors. These factors include: (i) determining whether the entity has sufficient equity at risk, (ii) evaluating whether the equity holders, as a group, lack the ability to make decisions that significantly affect the economic performance of the entity, and (iii) determining whether the entity is structured with disproportionate voting rights in relation to their equity interests. The Company has determined that it is not the primary beneficiary of any VIEs in which it has a variable interest. Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed consolidated financial statements, in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited interim condensed consolidated financial statements and accompanying notes. The Company evaluates its assumptions on an ongoing basis. The Company’s management believes that the estimates, judgment, and assumptions used are reasonable based upon information available at the time they are made. Significant estimates made by management include, among others, valuation of inventory, pension obligations, fair value of financial instruments including embedded derivatives, stock-based compensation, valuation of deferred income tax assets, revenue recognition, and the estimated useful life of long-lived assets. Due to the inherent uncertainty involved in making assumptions and estimates, changes in circumstances, including those arising from the impacts of the COVID-19 pandemic, could result in actual results differing from those estimates, and such differences could be material to the Company’s consolidated financial condition and results of operations. Segment Reporting The Company reports its operating results and financial information in one operating and reportable segment. Our chief operating decision maker, which is our chief executive officer, reviews our operating results on a consolidated basis and uses that consolidated financial information to make operating decisions, assess financial performance, and allocate resources. Transaction Costs Transaction costs consist of direct legal, accounting, and other fees related to the consummation of the Merger. These costs were initially capitalized as incurred in prepaid assets and other current assets in the condensed consolidated balance sheet. Upon the Closing, transaction costs related to the issuance of shares were recognized in stockholders’ deficit while costs associated with the public and private warrants liabilities were expensed in the condensed consolidated statements of operations and comprehensive loss. As of December 31, 2021, $4.1 million of deferred Merger transaction costs were included within prepaid and other current assets in the condensed consolidated balance sheet. The Company and Novus incurred in aggregate $44.8 million in transaction costs, consisting of underwriting, legal, and other professional fees, of which $24.2 million was recorded to additional paid-in-capital as a reduction of proceeds and the remaining $20.6 million was expensed immediately upon the Closing. Warrants The Company assumed publicly-traded warrants (“Public Warrants”) and private warrants (“Private Warrants”) upon the Closing. The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the condensed consolidated balance sheets. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in the Company’s condensed consolidated statements of operations. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in-capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss in the condensed consolidated statements of operations. Earn-Out Shares In connection with the reverse recapitalization and pursuant to the Merger Agreement, eligible Legacy Energy Vault stockholders immediately prior to the Closing, have the contingent right to receive an aggregate of 9.0 million shares of the Company’s common stock (“Earn-Out Shares”) upon the Company achieving each Earn-Out Triggering Event (defined below) during the period beginning on the 90th day following the Closing and ending in the third anniversary of such date (the “Earn-Out Period”). An “Earn-Out Triggering Event” means the date on which the closing price of the Company’s common stock quoted on the NYSE is greater than or equal to certain specified prices for any 20 trading days within a 30 consecutive day trading period. The Earn-Out Shares were recognized at fair value upon the Closing of the Merger and classified in shareholders’ equity. Because the Merger was accounted for as a reverse recapitalization, the issuance of the Earn-Out Shares was treated as a deemed dividend and since the Company does not have retained earnings, the issuance was recorded within additional-paid-in capital (“APIC”) and has a net nil impact on APIC. Revenue from Contracts with Customers The Company recognizes revenue from contracts with customers in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, revenue is recognized when, or as, control of promised goods and services is transferred to customers, and the amount of revenue recognized reflects the consideration to which the Company expects to be entitled in exchange for the goods and services transferred. The Company determines revenue recognition through the following steps: (1) Identification of the contract, or contracts, with a customer. (2) Identification of the performance obligations in the contract. (3) Determination of the transaction price. (4) Allocation of the transaction price to the performance obligations in the contract. (5) Recognition of revenue when, or as, a performance obligation is satisfied. Once a contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations. Arrangements that include rights to additional goods or services that are exercisable at a customer’s discretion are generally considered options. The Company assesses if these options provide a material right to the customer and if so, they are considered performance obligations. The identification of material rights requires judgments related to the determination of the value of the underlying good or service relative to the option exercise price. The Company assesses whether each promised good or service is distinct for the purposes of identifying performance obligations in the contract. This assessment involves subjective determination and requires management to make judgments about the individual promised goods or services and whether such are separable from the other aspects of the contractual relationship. Promised goods and services are considered to be distinct provided that: (i) the customer can benefit from the good or service either on its own or together with the other resources that are readily available to the customer (that is, the good or service is capable of being distinct) and (ii) the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (that is, the promise to transfer the good or service is distinct within the context of the contract). The Company also considers the intended benefit of the contract in assessing whether a promised good or service is separately identifiable from other promises in the contract. If a promised good or service is not distinct, an entity is required to combine that good or service with other promised goods or services until it identifies a bundle of goods or services that is distinct. The transaction price is determined and allocated to the identified performance obligations in proportion to their stand-alone selling prices (“SSP”) on a relative SSP basis. SSP is determined at contract inception and is not updated to reflect changes between contract inception and when the performance obligations are satisfied. Determining the SSP for performance obligations requires significant judgment. In developing the SSP for a performance obligation, the Company considers applicable market conditions and relevant entity-specific factors, including factors that were contemplated in negotiating the agreement with the customer and estimated costs. In determining the transaction price, the Company adjusts consideration for the effects of the time value of money if the timing of payments provides the Company with a significant benefit of financing. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment and the transfer of the promised goods or services will be one year or less. As of September 30, 2022, the Company does not have any contracts that contain a significant financing component. The Company recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) each performance obligation is satisfied, either at a point in time or over time. Over time revenue recognition is based on the use of an output or input method. Build and Transfer Energy Storage Projects: The Company enters into contracts with utility companies and independent power producers to build and transfer energy storage projects. The Company has entered into contracts to build and transfer battery-based energy storage projects and intends to enter into contracts to build and transfer gravity-based energy storage projects in the future. Each storage project is customized depending on the customer’s energy needs. Customer payments are due upon meeting certain milestones that are consistent with contract-specific phases of a project. The Company determines the transaction price based on the consideration expected to be received, which includes estimates of liquidated damages or other variable consideration. Generally, each contract to design and construct an energy storage project contains one performance obligation. Multiple contracts entered into with the same customer and near the same time to construct energy storage projects are combined in accordance with ASC 606. In these situations, the contract prices are aggregated and then allocated to each energy storage project based upon their relative stand-alone selling price. The Company recognizes revenue over time as a result of the continuous transfer of control of its products to the customer. The continuous transfer of control to the customer is supported by clauses in the contracts that provide enforceable rights to payment of the transaction price associated with work performed to date for products that do not have an alternative use to the Company and/or the project is built on the customer’s land that is under the customer’s control. Revenue for these performance obligations is recognized using the percentage of completion method based on cost incurred as a percentage of total estimated contract costs. Contract costs include all direct materials and labor costs related to contract performance. Pre-contract costs with no future benefit are expensed in the period in which they are incurred. Since the revenue recognition of these contracts depends on estimates, which are assessed continually during the term of the contract, recognized revenues and profit are subject to revisions as the contract progresses to completion. The cumulative effects of revisions of estimated total contract costs and revenues, together with any contract reserves which may be deemed appropriate, are recorded in the period in which the facts and changes in circumstances become known. Due to uncertainties inherent in the estimation process, it is reasonably possible that these estimates will be revised in a different period. When a loss is forecasted for a contract, the full amount of the anticipated loss is recognized in the period in which it is determined that a loss will incur. The Company’s contracts generally provide customers the right to liquidated damages (“LDs”) against Energy Vault in the event specified milestones are not met on time, or certain performance metrics are not met upon or after the substantial completion date. LDs are accounted for as variable consideration, and the contract price is reduced by the expected penalty or LD amount when recognizing revenue. Variable consideration is included in the transaction price only to the extent that it is improbable that a significant reversal in the amount of cumulative revenue recognized will occur when the uncertainty is resolved. Estimating variable consideration requires certain estimates and assumptions, including whether and by how much a project will be delayed. The existence and measurement of liquidated damages may also be impacted by the Company’s judgment about the probability of favorable outcomes of customer disputes involving whether certain events qualify as force majeure or the reason for the events that caused project delays. Variable consideration for LDs is estimated using the expected value of the consideration to be received. If Energy Vault has a claim against the customer for an amount not specified in the contract, such claim is recognized as an increase to the contract price when it is legally enforceable, which is usually upon signing a respective change order or equivalent document confirming the claim acceptance by the customer. Operate Energy Storage Projects: To date, the Company has not recognized any revenue related to providing operation services for its energy storage projects. The method of revenue recognition will be determined once the Company finalizes agreements with its future customers. Energy Management Software as a Service: To date, the Company has not recognized any revenue related to providing energy management software as a service. The method of revenue recognition will be determined once the Company finalizes agreements with its future customers. Intellectual Property Licensing: The Company enters into licensing agreements of its intellectual property that are within the scope of ASC 606. The terms of such licensing agreements include the license of functional intellectual property, given the functionality of the intellectual property is not expected to change substantially as a result of the licensor’s ongoing activities. The transaction price allocated to the licensing of intellectual property is recognized as revenue at a point in time when the licensed intellectual property is made available for the customer’s use and benefit. The Company’s intellectual property licensing revenue to date is only from one customer, Atlas Renewable LLC (“Atlas”), which was an investor in the Company’s PIPE. As part of the Company’s licensing agreement with Atlas, the Company will provide Atlas with a final update to its functional intellectual property upon the completion of the Company’s research and development activities related to the i ntellectual property that was previously provided to Atlas. The Company identified the obligation to provide this update to Atlas as a performance obligation and deferred $5.9 million of the transaction price related to this performance obligation. The $5.9 million will be recognized as revenue when the Company completes the transfer of the final technology update to Atlas. Additionally, the contract with Atlas includes variable consideration of $25.0 million due to the Company’s commitment to provide a $25.0 million refundable contribution to Atlas during the construction period of Atlas’ first project. The Company has considered this to be variable consideration as the Company will only be repaid the amount if Atlas’ first project reaches substantial completion and certain performance metrics are met. The Company has determined that it is probable that Atlas will reach substantial completion and meet the performance metrics to repay Energy Vault, therefore the variable consideration has been included in the transaction price. As of September 30, 2022, t he Company has contributed $22.5 million of the $25.0 million. The $22.5 million refundable contribution is included in the line item, contract assets, on the condensed consolidated balance sheets. Royalty Revenue: In connection with entering into intellectual property licensing agreements, the Company also enters into royalty agreements whereby the customer agrees to pay the Company a percentage of the customer’s future sales revenue that is generated by using the Company’s intellectual property. The Company has not recognized any royalty revenue to date, but will recognize royalty revenue at the point in time when the customer’s sales occur. Other Revenue: In connection with entering into the intellectual property licensing agreement with Atlas, the Company agreed to provide construction support services to Atlas during the periods in which they construct energy storage projects. Energy Vault is reimbursed by Atlas at the Company’s cost to provide these services. Because the construction support services are considered to be an option for the customer to obtain services from the Company, this obligation was considered to be a performance obligation and required an allocation of the transaction price. The transaction price allocated to construction support services and deferred at the inception of the contract was $1.2 million. This amount is recognized as revenue over time using the cost-to-cost measure of progress as that method offers the best depiction of the continuous transfer of services to the customer. Accounts Receivable Accounts receivable represents amounts that have been billed to customers and do not bear interest. Receivables are carried at amortized cost. The Company periodically assesses collectability of its receivables from each customer and records an allowance for doubtful accounts for the estimated uncollectible amount when deemed appropriate. If circumstances related to specific customers change, the Company’s estimates of the recoverability of receivables could be adjusted. Accounts are written off after all means of collection, including legal action, have been exhausted. As of both September 30, 2022 and December 31, 2021, no allowance for doubtful accounts has been recorded. Restricted Cash Restricted cash as of September 30, 2022 was $25.1 million on the Company’s consolidated balance sheet. Substantially all of the restricted cash balance was held by banks as collateral for the Company’s letters of credit. Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . ASU 2016-13 amends the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in the more timely recognition of losses. The new accounting standard will be effective for the fiscal year beginning on January 1, 2023, including interim periods within that year. The Company does not expect that adoption of this standard will have a material impact on its consolidated financial statements. In August 2020, FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) . ASU 2020-06 simplifies the accounting for convertible instruments. In addition to eliminating certain accounting models, this ASU includes improvements to the disclosures for convertible instruments and earnings-per-share (EPS) guidance and amends the guidance for the derivatives scope exception for contracts in an entity’s own equity. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021. The Company adopted ASU 2020-06 on January 1, 2022 and it did not have an impact on the Company’s condensed consolidated financial statements. In December 2020, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”) , which simplifies the accounting for income taxes. ASU 2019-12 is effective for nonpublic entities for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company adopted ASU 2019-12 on January 1, 2022 and it did not have an impact on the Company’s condensed consolidated financial statements. |
REVERSE RECAPITALIZATION
REVERSE RECAPITALIZATION | 9 Months Ended |
Sep. 30, 2022 | |
Reverse Recapitalization [Abstract] | |
REVERSE RECAPITALIZATION | REVERSE RECAPITALIZATION On February 11, 2022, in connection with the Merger, the Company raised gross proceeds of $235.8 million , including the contribution of $40.8 million of cash, net of redemptions, held in Novus’ trust account from its initial public offering and an aggregate purchase price of $195.0 million from the sale and issuance of common shares in a private placement (“Private Investment in Public Equity” or “PIPE”) at $10.00 per share. The Company and Novus incurred in aggregate approximately $44.8 million in transaction costs, consisting of underwriting, legal, and other professional fees, of which $24.2 million was recorded to additional paid-in-capital as a reduction of proceeds and the remaining $20.6 million was expensed immediately upon the Closing. The aggregate consideration paid to Legacy Energy Vault stockholders in connection with the Merger (excluding any potential Earn-Out Shares), was 106.1 million shares of the Company’s common stock, par value $0.0001 after giving effect to the exchange ratio of 6.7735 (the “Exchange Ratio”). The total net cash proceeds to the Company were $191.0 million. The following transactions were completed concurrently upon the Closing: • All but 93,258 of issued and outstanding shares of Legacy Energy Vault convertible preferred stock were canceled and c onverted into a total of 85.6 million shares of Energy Vault common stock (the preferred stock that did not convert as of March 31, 2022 converted into 93,258 shares of common stock in May 2022) ; • Each issued and outstanding share of Legacy Energy Vault common stock was canceled and converted into a total of 20.4 million shares of Energy Vault common stock; • Each outstanding vested and unvested Legacy Energy Vault common stock option was converted into options exercisable for shares of Energy Vault common stock with the same terms except for the number of shares exercisable and the exercise price, each of which was adjusted by the Exchange Ratio; • Each outstanding and unvested Legacy Energy Vault restricted stock unit (“RSU”) was converted into RSUs for shares of Energy Vault common stock with the same terms except for the number of shares, each of which was adjusted by the Exchange Ratio; and • Each outstanding vested and unvested Legacy Energy Vault restricted stock award (“RSA”) was converted into RSAs for shares of Energy Vault common stock with the same terms except for the number of shares, each of which was adjusted by the Exchange Ratio. The Merger was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Novus was treated as the acquired company for financial reporting purposes. This determination was primarily due to the fact that shareholders of Legacy Energy Vault continue to control Energy Vault after the completion of the Merger. Accordingly, for accounting purposes, the financial statements of the combined entity upon consummation of the Merger represent a continuation of the financial statements of Legacy Energy Vault with the Merger being treated as the equivalent of Legacy Energy Vault issuing shares for the net assets of Novus, accompanied by a recapitalization. The net assets of Novus were recognized at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Merger are presented as those of Legacy Energy Vault and the accumulated deficit of Legacy Energy Vault has been carried forward after Closing. All periods prior to the Merger have been retroactively adjusted using the Exchange Ratio for the equivalent number of shares outstanding immediately after the Closing to effect the reverse recapitalization. The number of common stock issued immediately following the consummation of the Merger was as follows (amounts in thousands): Shares Legacy Energy Vault stock (1) 106,079 Novus public shares (2) 4,079 Novus sponsor shares (3) 3,975 PIPE shares 19,500 Total shares of Energy Vault common stock immediately after the Merger 133,633 __________________ (1) Excludes 9.0 million common shares issuable in earn-out arrangements as they are not issuable until 90 days after the Closing and are contingently issuable based upon the Company’s share price meeting certain thresholds. (2) Excludes 14.7 million warrants issued and outstanding as of the Closing of the Merger which includes 9.6 million public warrants and 5.2 million private warrants held by the Novus Sponsor. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION The Company recognized revenue for the product and service categories as follows for the three and nine months ended September 30, 2022 and 2021. Three Months Ended September 30, 2022 2021 Licensing of intellectual property $ — $ — Build and transfer energy storage products 1,153 — Other 541 — Total revenue $ 1,694 $ — Nine Months Ended September 30, 2022 2021 Licensing of intellectual property $ 42,884 $ — Build and transfer energy storage products 1,153 — Other 1,518 — Total revenue $ 45,555 $ — Other revenue includes revenue of $0.2 million and $0.7 million related to the amortization of deferred revenue related to providing construction support services to Atlas during the three and nine months ended September 30, 2022, respectively. Additionally, other revenue includes revenue o f $0.3 million and $0.9 million related to cost reimbursements from Atlas for providing construction support services du ring the three and nine months ended September 30, 2022, respectively. For the three months ended September 30, 2022, the Company had two customers that accounted for 68% and 32% of total revenue, respectively. For the nine months ended September 30, 2022, the company had one customer that accounted for 97% of total revenue. Remaining Performance Obligations Remaining performance obligations represent the amount of unearned transaction prices under contracts for which work is wholly or partially unperformed. As of September 30, 2022, the amount of the Company’s remaining performance obligations was $211.5 million . The Company generally expects to recognize the majority of the remaining performance obligations as revenue within the next twelve months. Contract Balances The following table provides information about contract assets and contract liabilities from contracts with customers. September 30, 2022 December 31, 2021 Refundable contribution $ 22,500 $ — Unbilled receivables 298 — Retainage 1,916 — Contract assets $ 24,714 $ — Contract liabilities, current portion $ 27,517 $ — Contract liabilities, long-term portion 1,500 1,500 Total contract liabilities $ 29,017 $ 1,500 Contract assets consist of a refundable contribution, unbilled receivables, and retainage. Refundable contribution represents the contribution the Company made to Atlas to be used during the construction of its first gravity energy storage system (“GESS”), which will be refunded to the Company upon Atlas’ first GESS obtaining substantial completion. Unbilled receivables represent the estimated value of unbilled work for projects with performance obligations recognized over time. Retainage represents a portion of the contract amount that has been billed, but for which the contract allows the customer to retain a portion of the billed amount until final contract settlement. Retainage is not considered to be a significant financing component because the intent is to protect the customer. Contract liabilities consist of deferred revenue. Under certain contracts, the Company may be entitled to invoice the customer and receive payments in advance of performing the related contract work. In those instances, the Company recognizes a liability for advance billings in excess of revenue recognized, which is referred to as deferred revenue. Deferred revenue is not considered to be a significant financing component because it is generally used to meet working capital demands that can be higher in the early stages of a contract. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Carrying amounts of certain financial instruments, including cash, accounts payable, and accrued liabilities approximate their fair value due to their relatively short maturities and market interest rates, if applicable. The Company categorizes assets and liabilities recorded or disclosed at fair value on the consolidated balance sheet based upon the level of judgment associated with inputs used to measure their fair value. The categories are as follows: • Level 1 —Inputs which included quoted prices in active markets for identical assets and liabilities. • Level 2 —Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 —Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The Company’s financial assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 were as follows (amounts in thousands): September 30, 2022 Level 1 Level 2 Level 3 Total Assets (Liabilities): Money market funds (1) $ 5,357 $ — $ — $ 5,357 Derivative asset — conversion option (2) — — 1,025 1,025 Warrant liability (3) — — (271) (271) December 31, 2021 Level 1 Level 2 Level 3 Total Assets (Liabilities): Money market funds (1) $ 5,304 $ — $ — $ 5,304 Derivative asset — conversion option (2) — — 350 350 __________________ (1) Included in the line item cash and cash equivalents on the condensed consolidated balance sheets. (2) Refer to Note 7 - Convertible Note Receivable for further information. (3) Refer to Note 10 - Warrants for further information. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS In May 2019, the Company received a $1.5 million deposit for an “EV1” tower from a customer that is owned by one of its primary shareholders; the order remains outstanding as of September 30, 2022. The deposit and order were received before the owner of the customer became one of the Company’s primary shareholders and before it was represented on the Company’s board of directors. For the three and nine months ended September 30, 2022, the Company paid consulting fees of $0.1 million and $0.3 million, resp ectively, to the father of one of the Company’s executive officers. The Company paid consulting fees of $0.1 million and $0.2 million during the three and nine months ended September 30, 2021. The Company paid EVx/EV1 prototype construction labor costs of $0.1 million and $0.4 million, re spectively, to a company owned by the brother of an employee during the three and nine months ended September 30, 2022. The Company paid EVx/EV1 prototype construction labor costs of $0.1 million and $0.4 million during the three and nine months ended September 30, 2021. The Company paid marketing costs of $0.3 million and $0.8 million, respectively, to a company who has a director that is also one of the Energy Vault’s executive officers during the three and nine months ended September 30, 2022. |
CONVERTIBLE NOTE RECEIVABLE
CONVERTIBLE NOTE RECEIVABLE | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
CONVERTIBLE NOTE RECEIVABLE | CONVERTIBLE NOTE RECEIVABLE In October 2021, the Company entered into a convertible promissory note purchase agreement with DG Fuels, LLC (“DG Fuels”) and purchased a promissory note with a principal balance of $1.0 million (“DG Fuels Tranche 1 Note”). In April 2022, the Company purchased an additional promissory note from DG Fuels with a principal balance of $2.0 million. (“DG Fuels Tranche 2 Note”) (collectively, the “DG Fuels Note”). The convertible promissory note is recorded in other assets in the condensed consolidated balance sheets. The maturity date of the DG Fuels Note is the earlier of (i) 30 days after a demand for payment is made by the Company at any time after the two year anniversary of the date of issuance of the note; (ii) the four year anniversary of the date of issuance of the note; (iii) five days following a Financial Close (“Financial Close” means a project finance style closing by DG Fuels or its subsidiary of debt and equity capital to finance the construction of that certain biofuel facility currently under development by DG Fuels), or (iv) upon an event of default determined at the discretion of the Company. The DG Fuels Note has an annual interest rate of 10.0%. The Company intends to hold and convert the DG Fuels Note into the equity securities issued by DG Fuels in its next equity financing round that is greater than $20.0 million at a 20% discount to the issuance price. The principal balance and unpaid accrued interest on the DG Fuels Note will, at the option of the Company, convert into equity securities upon the closing of such next equity financing round. The discounted conversion rate in the DG Fuels Note is considered a redemption feature that is an embedded derivative, which requires bifurcation and separate accounting at its estimated fair value under ASC 815 – Derivative and Hedging . The embedded derivative upon the purchase of the DG Fuels Tranche 1 Note was an asset of $0.4 million and the embedded derivative upon the purchase of the DG Fuels Tranche 2 note was an asset of $0.7 million. The estimated fair value of the derivative instruments were recognized as a derivative asset on the condensed consolidated balance sheets, with an offsetting discount to the DG Fuels Note. The Company amortizes the discount on the Note into interest income using the effective interest method. The Company recognized interest income of $0.1 million and $0.2 million for the three and nine months ended September 30, 2022 from the DG Fuels Note. Interest income included income from the amortization of the debt discount of $33 thousand and $0.1 million for the three and nine months ended September 30, 2022. At each reporting period, the Company remeasures this derivative financial instrument to its estimated fair value. The change in the estimated fair value is recorded in other income (expense), net in the consolidated statement of operations and comprehensive loss. For the three and nine months ended September 30, 2022, ther e was no change in fair value of th e embedded derivative. A reconciliation of the beginning and ending asset balance for the embedded derivative in the DG Fuels Note is as follows (amounts in thousands): Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Beginning of period $ 1,025 $ 350 Additions — 675 Change in fair value — — End of period $ 1,025 $ 1,025 The Company has determined that DG Fuels is a variable interest entity and that the Company has a variable interest in it through the DG Fuels note. The Company is not the primary beneficiary of DG Fuels, and thus is not required to consolidate DG Fuels. The Company’s maximum exposure to loss related to DG Fuels is limited to the Company’s investment of $3.0 million. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | PROPERTY AND EQUIPMENT, NET As of September 30, 2022 and December 31, 2021, property and equipment, net consisted of the following (amounts in thousands): September 30, December 31, Brick machines $ 1,108 $ 2,515 Right-of-Use assets – vehicles 169 175 Furniture and equipment 525 176 Leasehold improvements 408 179 Demonstration & test equipment 8,881 11,218 Total property and equipment 11,091 14,263 Less: accumulated depreciation (9,514) (2,395) Property and equipment, net $ 1,577 $ 11,868 For the three and nine months ended September 30, 2022, depreciation and amortization related to property and equipment was $5.2 million and $7.6 million, respectively. For the three and nine months ended September 30, 2021, depreciation and amortization related to property and equipment was $0.5 million and $1.0 million, respectively . The Company recognized impairment charges of $2.8 million for the three and nine months ended September 30, 2022, respectively, related to demonstration and test equipment and brick machines. Due to a change in the facts and circumstances during the three months ended September 30, 2022, the Company completed the dismantling of the CDU by September 30, 2022. This change in the facts and circumstances resulted in the accelerated depreciation and impairment charges recognized during the three months ended September 30, 2022. The Company did not recognize any impairment charges on property and equipment, net during the three and nine months ended September 30, 2021. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | STOCKHOLDERS’ EQUITY Redeemable Convertible Preferred Stock Upon the closing of the Merger on February 11, 2022, 85.6 million shares of issued and outstanding redeemable convertible preferred stock were cancelled and converted into 85.6 million shares of Energy Vault common stock based upon an exchange ratio of 6.7735. A total of $182.0 million redeemable convertible preferred stock was reclassified into common stock and additional paid-in-capital on the condensed balance sheet. One shareholder that owned 13,768 shares of Series C preferred stock prior to the Merger, had a delay in the conversion of its shares to common stock and the shares were converted to 93,258 shares of common stock in May 2022. As of December 31, 2021, the Company’s convertible preferred stock consisted of the following (amounts in thousands and adjusted for Merger exchange ratio): Shares Designated Shares Issued and Outstanding Liquidation Preference Series C preferred stock 14,787 14,787 $ 107,000 Series B-1 preferred stock 14,475 14,475 31,003 Series B preferred stock 14,651 14,651 25,003 Series A-2 preferred stock 5,087 5,087 3,555 Series A-1 preferred stock 6,950 6,950 3,076 Series Seed 2 preferred stock 4,240 4,240 934 Series Seed 1 preferred stock 11,190 11,190 753 Series FR preferred stock 14,361 14,361 25 85,741 85,741 $ 171,349 The significant rights and preferences of the outstanding convertible preferred stock through the closing of the Merger were as follows: Dividends Through the closing date, the holders of each class of convertible preferred stock had been entitled to receive non-cumulative dividends at 8% per annum, if and when declared by the Board of Directors of the Company. Through the closing date of the Merger, no dividends had been declared. Conversion Until the closing of the Merger, each class of preferred stock was convertible to common stock at the option of the holder at the conversion price (as defined in the articles of incorporation) which was initially equal to the original issuance price of each of the preferred stock issuances. The preferred stock would be automatically converted to common stock upon the earlier of; (a) a firm commitment underwritten initial public offering to an effective registration statement and sale of common stock to the public of not less than $49.0258 per share (minimum price per share does not apply to Series FR, Seed 1 and Seed 2 preferred stock) with gross proceeds not less than $50.0 million, or (b) by written consent of the holders of a majority of the then outstanding shares of preferred stock voting as single class on an as-converted to common stock basis, with the holders of the Series A, Seed 2, Seed 1, and Series FR preferred stock voting as a separate class on an as-converted basis, the holders of the Series B voting as a separate class on an as-converted basis, the holders of the Series B-1 voting as a separate class on an as-converted basis, and the holders of the Series C voting as a separate class on an as-converted basis. The conversion price was subject to adjustment for stock splits and stock dividends, reorganization, reclassifications, or similar events and was to be adjusted proportionately. The conversion price would have also been adjusted for certain dilutive issuances of common stock or securities exercisable or convertible into common stock at a price below the conversion price in effect at the time (price protection or ratchet feature). The adjustment to the conversion price would have been determined by multiplying the conversion price by a fraction calculated as the diluted shares pre-issuance at the conversion price divided by the common stock pre-issuance plus the additional stock issued (partial ratchet). Liquidation Until the closing of the Merger, in the event of any liquidation, dissolution, or winding up of the Company, the holders of Series B, Series B-1 and Series C preferred stock would have been entitled to, in preference to the holders of each of the other classes of preferred stock, and to the common stockholder, an amount equal to the original issuance price plus declared but unpaid dividends. After payment in full to the holders of Series B, Series B-1 and Series C preferred stock, and prior to any distribution to the common stockholders, each of the other classes of preferred stock would have been entitled to receive an amount equal to the original issue price plus declared and unpaid dividends on such shares, payable on a pari-passu basis among the Series. A liquidation, dissolution, or winding up of the Company would have been deemed to have occurred upon completion of any transaction or event that resulted in a change of control as defined in the articles of incorporation (a “Deemed Liquidation Event”). Upon a Deemed Liquidation Event, the preferred stock would have become redeemable at the option of the holder and the Company would have been required to provide written notice to the holders of the preferred stock within 90 days of such an event informing them of their right to redeem the preferred stock. For purposes of determining the amount each holder of preferred stock would have been entitled to receive upon a Deemed Liquidation Event, each class of preferred stock would have been deemed to have automatically converted their shares into common stock at the as converted value (even if not elected by the holder) immediately prior to such a Deemed Liquidation Event, if the value was greater than the amount that would have been distributed to the holder of the preferred stock if it were not converted. Voting Until the closing of the Merger, each share of preferred stock was entitled to the number of votes equal to the number of shares of common stock into which the shares of preferred stock so held could be converted at the record date. Common Stock On February 11, 2022, in connection with the reverse recapitalization treatment of the Merger, the Company effectively issued 27.6 million new shares of common stock. Additionally upon the close of the Merger, the Company converted all 3.0 million issued and outstanding common stock and all 12.7 million issued and outstanding convertible preferred stock of Legacy Energy Vault into 106.1 million new shares of common stock using an exchange ratio of 6.7735. |
WARRANTS
WARRANTS | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
WARRANTS | WARRANTS Upon the Closing of the Merger, the Company assumed 9.6 million Public Warrants and 5.2 million Private Warrants. Each whole warrant entitles the holder to purchase one share of the Company’s common stock at an exercise price of $11.50 per share, subject to adjustments. The warrants became exercisa ble on March 13, 2022, and at that time were scheduled to expire on February 11, 2027, which represents five years after the Closing. The Company filed a Registration Statement on Form S-1 on March 8, 2022 related to the issuance of an aggregate of up to approximately 14.7 million shares of common stock issuable upon the exercise of the Public and Private Warrants, which was declared effective by the SEC on May 6, 2022. Public Warrants Through June 30, 2022, 0.7 million Public Warrants had been exercised, resulting in 8.9 million outstanding Public Warrants as of June 30, 2022. On July 1, 2022 the Company announced it would redeem all of its Public Warrants that remained outstanding at 5:00 p.m. New York City time on August 1, 2022 (the “Redemption Date”) for $0.10 per warrant (the “Redemption Price”). The Public Warrant Holders were permitted to exercise their warrants and receive common stock (i) in exchange for a payment in cash of the $11.50 per warrant exercise price, or (ii) on a cashless basis in which the exercising holder received 0.2526 of common stock for each warrant surrendered for exercise. Any Public Warrants that remained unexercised at 5:00 p.m. New York City time on the Redemption Date would be void and no longer exercisable, and the holders of those Public Warrants would be entitled to receive only the redemption price of $0.10 per warrant. 2.2 million shares of common stock were issued upon the cashless exercise of 8.7 million Public Warrants. 0.2 million in unexercised and outstanding Public Warrants as of 5:00 p.m., August 1, 2022 were redeemed at a price of $0.10 per Public Warrant. No Public Warrants remained outstanding as of September 30, 2022. Private Warrants The Private Warrants are exercisable on a cash or cashless basis, at the warrant holders’ option, and are not redeemable by the Company, in each case so long as the warrants are still held by Novus or their permitted transferees. If the Private Warrants are no longer held by Novus or their permitted transferees, the redemption right included in the Public Warrants will attach to the Private Warrants. The Private Warrants are exercisable until February 11, 2027. The following table summarizes the Public and Private Warrants activities for the three and nine months ended September 30, 2022 (amounts in thousands): Three Months Ended September 30, 2022 Public Warrants Private Warrants Total Warrants Beginning of period 8,900 5,167 14,067 Warrants exercised (8,665) — (8,665) Warrants redeemed (235) — (235) End of period — 5,167 5,167 Nine Months Ended September 30, 2022 Public Warrants Private Warrants Total Warrants Warrants assumed upon the Closing of the Merger 9,583 5,167 14,750 Warrants exercised (9,348) — (9,348) Warrants redeemed (235) — (235) End of period — 5,167 5,167 The Public Warrants were classified as Level 1 measurements as the Public Warrants had an adequate trading volume to provide reliable indication of value from the Closing of the Merger to the Redemption Date. The Private Warrants were classified as Level 2 from the Closing of the Merger until the Redemption Date because the Private Warrants had similar terms to the Public Warrants. Upon the ceasing of trading of the Public Warrants on the Redemption Date, the fair value measurement of the Private Warrants transferred from Level 2 to Level 3 and the Company used a Black Scholes model to determine the fair value of the Private Warrants. The primary significant unobservable input used to evaluate the fair value measurement of the Company’s Private Warrants is the expected volatility. A significant increase in the expected volatility in isolation would result in a significantly higher fair value measurement. The Private Warrants were val ued at $0.05 per warrant a s of September 30, 2022. The following table provides the assumptions used to estimate the fair value of the Private Warrants as of September 30, 2022: September 30, 2022 Common stock price $ 5.28 Exercise price $ 11.50 Expected term (in years) 4.37 Expected volatility 17.4 % Risk-free interest rate 4.2 % Expected dividend yield — % The Public and Private Warrants are measured at fair value on a recurring basis. The following table presents the changes in the fair value of the Company’s Public and Private Warrants liabilities for the three and nine months ended September 30, 2022 (amounts in thousands): Three Months Ended September 30, 2022 Public Warrants Private Warrants Total Warrants Beginning of period $ 13,439 $ 8,060 $ 21,499 Warrants exercised (14,499) — (14,499) Warrants redeemed (23) — (23) Change in fair value 1,083 (7,789) (6,706) End of period $ — $ 271 $ 271 Nine Months Ended September 30, 2022 Public Warrants Private Warrants Total Warrants Warrant liability assumed upon the Closing of the Merger $ 12,938 $ 6,900 $ 19,838 Warrants exercised (17,483) — (17,483) Warrants redeemed (23) — (23) Change in fair value 4,568 (6,629) (2,061) End of period $ — $ 271 $ 271 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION 2017 Stock Incentive Plan In 2017, the Company adopted its 2017 Stock Incentive Plan (the “2017 Plan”) which provides for the granting of stock options, restricted stock, and RSUs to employees, directors, and consultants of the Company. Options granted under the 2017 Plan were either Incentive Stock Options (“ISOs”) or Nonqualified Stock Options (“NSOs”). Awards under the 2017 Plan may be granted for periods of up to ten years. Under the terms of the 2017 Plan, awards may be granted at an exercise price not less than the estimated fair value of the shares on the date of grant, as determined by the Company’s Board of Directors. For employees holding more than 10% of the voting rights of all classes of stock, the exercise price of ISOs and NSOs may not be less than 110% of the estimated fair value of the shares on the date of grant, as determined by the board of directors. Awards generally vest over one 2020 Stock Incentive Plan In 2020, the Company adopted its 2020 Stock Incentive Plan (the “2020 Plan”) which superseded the previous 2017 Plan. The 2020 Plan provides for the granting of stock options, restricted stock, and RSUs to employees, directors, and consultants of the Company. Options granted under the 2020 Plan may be either Incentive Stock Options (“ISOs”) or Nonqualified Stock Options (“NSOs”). Awards under the 2020 Plan may be granted for periods of up to ten years. Under the terms of the 2020 Plan, awards may be granted at an exercise price not less than the estimated fair value of the shares on the date of grant, as determined by the Company’s Board of Directors. For employees holding more than 10% of the voting rights of all classes of stock, the exercise price of ISOs and NSOs may not be less than 110% of the estimated fair value of the shares on the date of grant, as determined by the board of directors. Awards generally vest over one 2022 Equity Incentive Plan In 2022, the Company adopted its 2022 Equity Incentive Plan (the “2022 Plan”), which superseded the previous 2020 Plan, provides for the granting of stock options, stock appreciation rights (“SARs”), restricted stock, and RSUs to employees, non-employee directors, and consultants of the Company. Shares of common stock underlying awards that expire or are forfeited or canceled will again be available for issuance under the 2022 Plan. The number of shares of the Company’s common stock reserved for issuance under the 2022 Plan is approximately 15.5 million, plus up to approximately 8.3 million shares subject to awards granted under the 2017 and 2020 Plans. Additionally, beginning on March 1, 2022 and ending on (and including) March 31, 2031, the number of shares of the Company’s common stock that may be issued under the 2022 Plan will increase by a number of shares equal to the lesser of (i) 4.0% of the outstanding shares on the last day of the immediately preceding fiscal year or (ii) such lesser number of shares (including zero) that the Company’s Board of Directors determines for the purposes of the annual increase for that fiscal year. Stock Option Activity Stock option activity for the nine months ended September 30, 2022 is as follows (in thousands, except per share data): Options Outstanding Number of Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Balance as of December 31, 2021 (1) 1,345 $ 0.79 9.11 $ 7,024 Stock options granted — — — — Stock options exercised (162) 0.80 — — Stock options forfeited, canceled, or expired (40) 0.80 — — Balance as of September 30, 2022 1,143 0.79 8.10 $ 5,136 Options exercisable as of September 30, 2022 803 0.69 7.77 $ 3,689 Options vested and expected to vest as of September 30, 2022 1,143 $ 0.79 8.10 $ 5,136 __________________ (1) The number of options prior to the Merger have been retroactively restated to reflect the exchange ratio of 6.7735 established in the Merger. As of September 30, 2022 , total unamortized stock-based compensation expense related to unvested awards that are expected to vest was $0.7 million. The weighted-average period over which such stock-based compensation expense will be recognized is approximately 2.94 years. The aggregate intrinsic values of options outstanding, exercisable, vested and expected to vest were calculated as the difference between the exercise price of the options and the closing stock price of the Company’s common stock on the NYSE as of September 30, 2022. Restricted Stock Units The Company has granted two-tier RSUs under the 2020 Plan. These RSUs have both a service-based vesting condition and liquidity event-based vesting condition. The service-based vesting period for these awards is generally four years with a cliff vesting period of one year and continue to vest monthly thereafter. The liquidity event-based vesting condition was satisfied upon the closing of the Merger. RSU activity for the nine months ended September 30, 2022 was as follows (in thousands, except per share data): Share Weighted Average Grant Date Fair Value per Share Nonvested balance as of December 31, 2021 (1) 6,170 $ 2.11 RSUs granted 13,281 9.08 RSUs forfeited (516) 5.58 RSUs vested (4,450) 1.06 Nonvested balance as of September 30, 2022 14,485 $ 8.02 _________________ (1) The number of RSUs prior to the Merger have been retroactively restated to reflect the exchange ratio of 6.7735 established in the Merger. As of September 30, 2022, unrecognized stock-based compensation expense related to these RSUs wa s $100.5 million which is expected to be recognized over the remaining weighted-average vesting period of approximately 3.34 years. Unvested Common Stock/Restricted Stock Awards The Company has certain common stocks that are subject to repurchase at the election of the Company. These repurchase rights expire over time and therefore are accounted for as unvested common stock. The Company has RSAs that vest upon the satisfaction of both a service-based condition and a liquidity event-based condition. The liquidity event-based vesting condition was satisfied upon the closing of the Merger. The following table summarizes information about outstanding unvested stock activities for the nine months ended September 30, 2022 (in thousands, except per share data): Unvested Common Stock Weighted Average Grant Date Fair Value per Share Balances outstanding at December 31, 2021 (1) 5,520 $ 0.73 New grants or issues — — Common stock vested (5,520) 0.73 Balances outstanding at September 30, 2022 — $ — _________________ (1) The number of RSAs prior to the Merger have been retroactively restated to reflect the exchange ratio of 6.7735 established in the Merger. Stock-Based Compensation Expense Total stock-based compensation expense for the three and nine months ended September 30, 2022 and 2021 is as follows (in thousands): Three Months Ended September 30, 2022 2021 Sales and marketing $ 2,146 $ 9 Research and development 4,219 184 General and administrative 4,529 9 Total stock-based compensation expense $ 10,894 $ 202 Nine Months Ended September 30, 2022 2021 Sales and marketing $ 3,038 $ 59 Research and development 11,011 339 General and administrative 12,708 54 Total stock-based compensation expense $ 26,757 $ 452 Total stock-based compensation expense for the nine months ended September 30, 2022 includes $7.1 million in expense that was recognized upon the Closing of the Merger, which includes $3.9 million related to RSUs and $3.2 million related to RSAs. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company recorded a tax provision o f $0.2 million a nd $0.4 million for the three and nine months ended September 30, 2022 respectively. The Company did not record any tax provision for the three and nine months ended September 30, 2021. The Company has recorded a valuation allowance against substantially all of the Company’s net deferred tax assets. The Company provides for a valuation allowance when it is more likely than not that some portion of, or all of the Company’s deferred tax assets will not be realized. Due to the Company’s history of losses, the Company determined that it is not more likely than not to realize its deferred tax assets. |
NET LOSS PER SHARE OF COMMON ST
NET LOSS PER SHARE OF COMMON STOCK | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE OF COMMON STOCK | NET LOSS PER SHARE OF COMMON STOCK The weighted-average number of shares of common stock outstanding prior to the Merger have been retroactively adjusted by the Exchange Ratio to give effect to the reverse recapitalization treatment of the Merger. Shares of common stock issued as a result of the conversion of Legacy Energy Vault convertible preferred stock in connection with the closing of the Merger have been included in the basic net loss per share calculation on a prospective basis. Basic and diluted net loss per share attributable to common stockholders are calculated as follows (amounts in thousands, except per share amounts): Three Months Ended September 30, 2022 2021 Net loss $ (28,765) $ (6,163) Weighted-average shares outstanding – basic and diluted (1) 140,302 13,598 Net loss per share – basic and diluted $ (0.21) $ (0.45) Nine Months Ended September 30, 2022 2021 Net loss $ (55,022) $ (18,589) Weighted-average shares outstanding – basic and diluted (1) 118,560 12,094 Net loss per share – basic and diluted $ (0.46) $ (1.54) _________________ (1) The weighted-average number of shares prior to the Merger have been retroactively restated to reflect the exchange ratio of 6.7735 established in the Merger. There are no common stock and convertible preferred stock that were dilutive for the three and nine months ended September 30, 2022 and 2021. Due to net losses during those periods, basic and diluted net loss per common share were the same, as the effect of potentially dilutive securities would have been anti-dilutive. The following outstanding balances of common share equivalent securities have been excluded from the calculation of diluted weighted-average common shares outstanding because the effect is anti-dilutive for the periods presented: Three Months Ended September 30, 2022 2021 Private Warrants 5,167 — Stock options 1,143 1,199 Convertible preferred stock — 85,741 RSUs 14,485 — Unvested Common Stock — 675 Total 20,795 87,615 Nine Months Ended September 30, 2022 2021 Private Warrants 5,167 — Stock options 1,143 1,199 Convertible preferred stock — 85,741 RSUs 14,485 — Unvested Common Stock — 675 Total 20,795 87,615 The 9.0 million shares of common stock equivalents subject to the Earn-Out Shares are excluded from the anti-dilutive table above as of September 30, 2022, as the underlying shares remain contingently issuable as the Earn-Out Triggering Events have not been satisfied. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES In connection with the Company’s licensing agreement with Atlas, the Company agreed to make a refundable contribution to Atlas in the amount up to $25.0 million during the period in which Atlas constructs its first GESS. As of September 30, 2022, t he Company has contributed $22.5 million of the $25.0 million. The refundable contribution will be returned to the Company upon Atlas’ first GESS reaching substantial completion and meeting certain performance metrics. Other Commitments and Contingencies Letters of Credit: In the ordinary course of business and under certain contracts, the Company is required to post letters of credit for its customers, insurance carriers, and surety bond providers for project performance, and for its vendors for payment guarantees. Such letters of credit are generally issued by a bank or a similar financial institution. The letter of credit commits the issuer to pay specified amounts to the holder of the letter of credit under certain conditions. As of September 30, 2022, there was $24.9 million of letters of credit issued under the Company’s credit facilities. The Company is not aware of any material claims relating to its outstanding letters of credit. Performance and Payment Bonds: In the ordinary course of business, Energy Vault is required by certain customers to provide performance and payment bonds for contractual commitments related to its projects. These bonds provide a guarantee that the Company will perform under the terms of a contract and that the Company will pay its subcontractors and vendors. If the Company fails to perform under a contract or to pay its subcontractors and vendors, the customer may demand that the surety make payments or provide services under the bond. The Company must reimburse the surety for expenses or outlays it incurs. As of September 30, 2022, there were no outstanding performance and payment bonds. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared on an accrual basis of accounting in accordance with GAAP and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, 2021. The condensed balance sheet as of December 31, 2021, included herein, was derived from the consolidated financial statements of the Company as of that date. These unaudited interim condensed consolidated financial statements, in the opinion of management, reflect all adjustments necessary to present fairly the Company’s financial position as of September 30, 2022 and the Company’s results of operations and comprehensive loss, convertible preferred stock and stockholders’ deficit activities, and the cash flows for the three and nine months ended September 30, 2022 and 2021. The results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any interim period or for any other future year. |
Principles of Consolidation | Principles of Consolidation These unaudited interim condensed consolidated financial statements include Energy Vault Holdings, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements, in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited interim condensed consolidated financial statements and accompanying notes. The Company evaluates its assumptions on an ongoing basis. The Company’s management believes that the estimates, judgment, and assumptions used are reasonable based upon information available at the time they are made. Significant estimates made by management include, among others, valuation of inventory, pension obligations, fair value of financial instruments including embedded derivatives, stock-based compensation, valuation of deferred income tax assets, revenue recognition, and the estimated useful life of long-lived assets. Due to the |
Segment Reporting | Segment ReportingThe Company reports its operating results and financial information in one operating and reportable segment. Our chief operating decision maker, which is our chief executive officer, reviews our operating results on a consolidated basis and uses that consolidated financial information to make operating decisions, assess financial performance, and allocate resources. |
Transaction Costs | Transaction CostsTransaction costs consist of direct legal, accounting, and other fees related to the consummation of the Merger. These costs were initially capitalized as incurred in prepaid assets and other current assets in the condensed consolidated balance sheet. Upon the Closing, transaction costs related to the issuance of shares were recognized in stockholders’ deficit while costs associated with the public and private warrants liabilities were expensed in the condensed consolidated statements of operations and comprehensive loss. |
Warrants | WarrantsThe Company assumed publicly-traded warrants (“Public Warrants”) and private warrants (“Private Warrants”) upon the Closing. The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the condensed consolidated balance sheets. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in the Company’s condensed consolidated statements of operations. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in-capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss in the condensed consolidated statements of operations. |
Earn-Out Shares | Earn-Out Shares In connection with the reverse recapitalization and pursuant to the Merger Agreement, eligible Legacy Energy Vault stockholders immediately prior to the Closing, have the contingent right to receive an aggregate of 9.0 million shares of the Company’s common stock (“Earn-Out Shares”) upon the Company achieving each Earn-Out Triggering Event (defined below) during the period beginning on the 90th day following the Closing and ending in the third anniversary of such date (the “Earn-Out Period”). An “Earn-Out Triggering Event” means the date on which the closing price of the Company’s common stock quoted on the NYSE is greater than or equal to certain specified prices for any 20 trading days within a 30 consecutive day trading period. |
Revenue from Contracts with Customers | Revenue from Contracts with Customers The Company recognizes revenue from contracts with customers in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, revenue is recognized when, or as, control of promised goods and services is transferred to customers, and the amount of revenue recognized reflects the consideration to which the Company expects to be entitled in exchange for the goods and services transferred. The Company determines revenue recognition through the following steps: (1) Identification of the contract, or contracts, with a customer. (2) Identification of the performance obligations in the contract. (3) Determination of the transaction price. (4) Allocation of the transaction price to the performance obligations in the contract. (5) Recognition of revenue when, or as, a performance obligation is satisfied. Once a contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations. Arrangements that include rights to additional goods or services that are exercisable at a customer’s discretion are generally considered options. The Company assesses if these options provide a material right to the customer and if so, they are considered performance obligations. The identification of material rights requires judgments related to the determination of the value of the underlying good or service relative to the option exercise price. The Company assesses whether each promised good or service is distinct for the purposes of identifying performance obligations in the contract. This assessment involves subjective determination and requires management to make judgments about the individual promised goods or services and whether such are separable from the other aspects of the contractual relationship. Promised goods and services are considered to be distinct provided that: (i) the customer can benefit from the good or service either on its own or together with the other resources that are readily available to the customer (that is, the good or service is capable of being distinct) and (ii) the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (that is, the promise to transfer the good or service is distinct within the context of the contract). The Company also considers the intended benefit of the contract in assessing whether a promised good or service is separately identifiable from other promises in the contract. If a promised good or service is not distinct, an entity is required to combine that good or service with other promised goods or services until it identifies a bundle of goods or services that is distinct. The transaction price is determined and allocated to the identified performance obligations in proportion to their stand-alone selling prices (“SSP”) on a relative SSP basis. SSP is determined at contract inception and is not updated to reflect changes between contract inception and when the performance obligations are satisfied. Determining the SSP for performance obligations requires significant judgment. In developing the SSP for a performance obligation, the Company considers applicable market conditions and relevant entity-specific factors, including factors that were contemplated in negotiating the agreement with the customer and estimated costs. In determining the transaction price, the Company adjusts consideration for the effects of the time value of money if the timing of payments provides the Company with a significant benefit of financing. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment and the transfer of the promised goods or services will be one year or less. As of September 30, 2022, the Company does not have any contracts that contain a significant financing component. The Company recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) each performance obligation is satisfied, either at a point in time or over time. Over time revenue recognition is based on the use of an output or input method. Build and Transfer Energy Storage Projects: The Company enters into contracts with utility companies and independent power producers to build and transfer energy storage projects. The Company has entered into contracts to build and transfer battery-based energy storage projects and intends to enter into contracts to build and transfer gravity-based energy storage projects in the future. Each storage project is customized depending on the customer’s energy needs. Customer payments are due upon meeting certain milestones that are consistent with contract-specific phases of a project. The Company determines the transaction price based on the consideration expected to be received, which includes estimates of liquidated damages or other variable consideration. Generally, each contract to design and construct an energy storage project contains one performance obligation. Multiple contracts entered into with the same customer and near the same time to construct energy storage projects are combined in accordance with ASC 606. In these situations, the contract prices are aggregated and then allocated to each energy storage project based upon their relative stand-alone selling price. The Company recognizes revenue over time as a result of the continuous transfer of control of its products to the customer. The continuous transfer of control to the customer is supported by clauses in the contracts that provide enforceable rights to payment of the transaction price associated with work performed to date for products that do not have an alternative use to the Company and/or the project is built on the customer’s land that is under the customer’s control. Revenue for these performance obligations is recognized using the percentage of completion method based on cost incurred as a percentage of total estimated contract costs. Contract costs include all direct materials and labor costs related to contract performance. Pre-contract costs with no future benefit are expensed in the period in which they are incurred. Since the revenue recognition of these contracts depends on estimates, which are assessed continually during the term of the contract, recognized revenues and profit are subject to revisions as the contract progresses to completion. The cumulative effects of revisions of estimated total contract costs and revenues, together with any contract reserves which may be deemed appropriate, are recorded in the period in which the facts and changes in circumstances become known. Due to uncertainties inherent in the estimation process, it is reasonably possible that these estimates will be revised in a different period. When a loss is forecasted for a contract, the full amount of the anticipated loss is recognized in the period in which it is determined that a loss will incur. The Company’s contracts generally provide customers the right to liquidated damages (“LDs”) against Energy Vault in the event specified milestones are not met on time, or certain performance metrics are not met upon or after the substantial completion date. LDs are accounted for as variable consideration, and the contract price is reduced by the expected penalty or LD amount when recognizing revenue. Variable consideration is included in the transaction price only to the extent that it is improbable that a significant reversal in the amount of cumulative revenue recognized will occur when the uncertainty is resolved. Estimating variable consideration requires certain estimates and assumptions, including whether and by how much a project will be delayed. The existence and measurement of liquidated damages may also be impacted by the Company’s judgment about the probability of favorable outcomes of customer disputes involving whether certain events qualify as force majeure or the reason for the events that caused project delays. Variable consideration for LDs is estimated using the expected value of the consideration to be received. If Energy Vault has a claim against the customer for an amount not specified in the contract, such claim is recognized as an increase to the contract price when it is legally enforceable, which is usually upon signing a respective change order or equivalent document confirming the claim acceptance by the customer. Operate Energy Storage Projects: To date, the Company has not recognized any revenue related to providing operation services for its energy storage projects. The method of revenue recognition will be determined once the Company finalizes agreements with its future customers. Energy Management Software as a Service: To date, the Company has not recognized any revenue related to providing energy management software as a service. The method of revenue recognition will be determined once the Company finalizes agreements with its future customers. Intellectual Property Licensing: The Company enters into licensing agreements of its intellectual property that are within the scope of ASC 606. The terms of such licensing agreements include the license of functional intellectual property, given the functionality of the intellectual property is not expected to change substantially as a result of the licensor’s ongoing activities. The transaction price allocated to the licensing of intellectual property is recognized as revenue at a point in time when the licensed intellectual property is made available for the customer’s use and benefit. The Company’s intellectual property licensing revenue to date is only from one customer, Atlas Renewable LLC (“Atlas”), which was an investor in the Company’s PIPE. As part of the Company’s licensing agreement with Atlas, the Company will provide Atlas with a final update to its functional intellectual property upon the completion of the Company’s research and development activities related to the i ntellectual property that was previously provided to Atlas. The Company identified the obligation to provide this update to Atlas as a performance obligation and deferred $5.9 million of the transaction price related to this performance obligation. The $5.9 million will be recognized as revenue when the Company completes the transfer of the final technology update to Atlas. Additionally, the contract with Atlas includes variable consideration of $25.0 million due to the Company’s commitment to provide a $25.0 million refundable contribution to Atlas during the construction period of Atlas’ first project. The Company has considered this to be variable consideration as the Company will only be repaid the amount if Atlas’ first project reaches substantial completion and certain performance metrics are met. The Company has determined that it is probable that Atlas will reach substantial completion and meet the performance metrics to repay Energy Vault, therefore the variable consideration has been included in the transaction price. As of September 30, 2022, t he Company has contributed $22.5 million of the $25.0 million. The $22.5 million refundable contribution is included in the line item, contract assets, on the condensed consolidated balance sheets. Royalty Revenue: In connection with entering into intellectual property licensing agreements, the Company also enters into royalty agreements whereby the customer agrees to pay the Company a percentage of the customer’s future sales revenue that is generated by using the Company’s intellectual property. The Company has not recognized any royalty revenue to date, but will recognize royalty revenue at the point in time when the customer’s sales occur. Other Revenue: |
Accounts Receivable | Accounts ReceivableAccounts receivable represents amounts that have been billed to customers and do not bear interest. Receivables are carried at amortized cost. The Company periodically assesses collectability of its receivables from each customer and records an allowance for doubtful accounts for the estimated uncollectible amount when deemed appropriate. If circumstances related to specific customers change, the Company’s estimates of the recoverability of receivables could be adjusted. Accounts are written off after all means of collection, including legal action, have been exhausted. As of both September 30, 2022 and December 31, 2021, no allowance for doubtful accounts has been recorded. |
Restricted Cash | Restricted Cash Restricted cash as of September 30, 2022 was $25.1 million on the Company’s consolidated balance sheet. Substantially all of the restricted cash balance was held by banks as collateral for the Company’s letters of credit. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . ASU 2016-13 amends the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in the more timely recognition of losses. The new accounting standard will be effective for the fiscal year beginning on January 1, 2023, including interim periods within that year. The Company does not expect that adoption of this standard will have a material impact on its consolidated financial statements. In August 2020, FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) . ASU 2020-06 simplifies the accounting for convertible instruments. In addition to eliminating certain accounting models, this ASU includes improvements to the disclosures for convertible instruments and earnings-per-share (EPS) guidance and amends the guidance for the derivatives scope exception for contracts in an entity’s own equity. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021. The Company adopted ASU 2020-06 on January 1, 2022 and it did not have an impact on the Company’s condensed consolidated financial statements. In December 2020, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”) , which simplifies the accounting for income taxes. ASU 2019-12 is effective for nonpublic entities for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company adopted ASU 2019-12 on January 1, 2022 and it did not have an impact on the Company’s condensed consolidated financial statements. |
REVERSE RECAPITALIZATION (Table
REVERSE RECAPITALIZATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Reverse Recapitalization [Abstract] | |
Summary of Reverse Recapitalization | The number of common stock issued immediately following the consummation of the Merger was as follows (amounts in thousands): Shares Legacy Energy Vault stock (1) 106,079 Novus public shares (2) 4,079 Novus sponsor shares (3) 3,975 PIPE shares 19,500 Total shares of Energy Vault common stock immediately after the Merger 133,633 __________________ (1) Excludes 9.0 million common shares issuable in earn-out arrangements as they are not issuable until 90 days after the Closing and are contingently issuable based upon the Company’s share price meeting certain thresholds. (2) Excludes 14.7 million warrants issued and outstanding as of the Closing of the Merger which includes 9.6 million public warrants and 5.2 million private warrants held by the Novus Sponsor. |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The Company recognized revenue for the product and service categories as follows for the three and nine months ended September 30, 2022 and 2021. Three Months Ended September 30, 2022 2021 Licensing of intellectual property $ — $ — Build and transfer energy storage products 1,153 — Other 541 — Total revenue $ 1,694 $ — Nine Months Ended September 30, 2022 2021 Licensing of intellectual property $ 42,884 $ — Build and transfer energy storage products 1,153 — Other 1,518 — Total revenue $ 45,555 $ — |
Schedule of Contract Assets and Contract Liabilities | The following table provides information about contract assets and contract liabilities from contracts with customers. September 30, 2022 December 31, 2021 Refundable contribution $ 22,500 $ — Unbilled receivables 298 — Retainage 1,916 — Contract assets $ 24,714 $ — Contract liabilities, current portion $ 27,517 $ — Contract liabilities, long-term portion 1,500 1,500 Total contract liabilities $ 29,017 $ 1,500 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets and Liabilities at Fair Value on a Recurring Basis | The Company’s financial assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 were as follows (amounts in thousands): September 30, 2022 Level 1 Level 2 Level 3 Total Assets (Liabilities): Money market funds (1) $ 5,357 $ — $ — $ 5,357 Derivative asset — conversion option (2) — — 1,025 1,025 Warrant liability (3) — — (271) (271) December 31, 2021 Level 1 Level 2 Level 3 Total Assets (Liabilities): Money market funds (1) $ 5,304 $ — $ — $ 5,304 Derivative asset — conversion option (2) — — 350 350 __________________ (1) Included in the line item cash and cash equivalents on the condensed consolidated balance sheets. (2) Refer to Note 7 - Convertible Note Receivable for further information. (3) Refer to Note 10 - Warrants for further information. |
CONVERTIBLE NOTE RECEIVABLE (Ta
CONVERTIBLE NOTE RECEIVABLE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
Summary of Reconciliation of Asset Balance for the Embedded Derivative | A reconciliation of the beginning and ending asset balance for the embedded derivative in the DG Fuels Note is as follows (amounts in thousands): Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Beginning of period $ 1,025 $ 350 Additions — 675 Change in fair value — — End of period $ 1,025 $ 1,025 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment, Net | As of September 30, 2022 and December 31, 2021, property and equipment, net consisted of the following (amounts in thousands): September 30, December 31, Brick machines $ 1,108 $ 2,515 Right-of-Use assets – vehicles 169 175 Furniture and equipment 525 176 Leasehold improvements 408 179 Demonstration & test equipment 8,881 11,218 Total property and equipment 11,091 14,263 Less: accumulated depreciation (9,514) (2,395) Property and equipment, net $ 1,577 $ 11,868 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Summary of Convertible Preferred Stock and Common Stock | As of December 31, 2021, the Company’s convertible preferred stock consisted of the following (amounts in thousands and adjusted for Merger exchange ratio): Shares Designated Shares Issued and Outstanding Liquidation Preference Series C preferred stock 14,787 14,787 $ 107,000 Series B-1 preferred stock 14,475 14,475 31,003 Series B preferred stock 14,651 14,651 25,003 Series A-2 preferred stock 5,087 5,087 3,555 Series A-1 preferred stock 6,950 6,950 3,076 Series Seed 2 preferred stock 4,240 4,240 934 Series Seed 1 preferred stock 11,190 11,190 753 Series FR preferred stock 14,361 14,361 25 85,741 85,741 $ 171,349 |
WARRANTS (Tables)
WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Summary of Public and Private Warrants Activities | The following table summarizes the Public and Private Warrants activities for the three and nine months ended September 30, 2022 (amounts in thousands): Three Months Ended September 30, 2022 Public Warrants Private Warrants Total Warrants Beginning of period 8,900 5,167 14,067 Warrants exercised (8,665) — (8,665) Warrants redeemed (235) — (235) End of period — 5,167 5,167 Nine Months Ended September 30, 2022 Public Warrants Private Warrants Total Warrants Warrants assumed upon the Closing of the Merger 9,583 5,167 14,750 Warrants exercised (9,348) — (9,348) Warrants redeemed (235) — (235) End of period — 5,167 5,167 |
Summary of Public and Private Warrants Liabilities Fair Value | The following table presents the changes in the fair value of the Company’s Public and Private Warrants liabilities for the three and nine months ended September 30, 2022 (amounts in thousands): Three Months Ended September 30, 2022 Public Warrants Private Warrants Total Warrants Beginning of period $ 13,439 $ 8,060 $ 21,499 Warrants exercised (14,499) — (14,499) Warrants redeemed (23) — (23) Change in fair value 1,083 (7,789) (6,706) End of period $ — $ 271 $ 271 Nine Months Ended September 30, 2022 Public Warrants Private Warrants Total Warrants Warrant liability assumed upon the Closing of the Merger $ 12,938 $ 6,900 $ 19,838 Warrants exercised (17,483) — (17,483) Warrants redeemed (23) — (23) Change in fair value 4,568 (6,629) (2,061) End of period $ — $ 271 $ 271 |
Summary of Valuations Assumptions to Estimate Fair Value of Private Warrants | The following table provides the assumptions used to estimate the fair value of the Private Warrants as of September 30, 2022: September 30, 2022 Common stock price $ 5.28 Exercise price $ 11.50 Expected term (in years) 4.37 Expected volatility 17.4 % Risk-free interest rate 4.2 % Expected dividend yield — % |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | Stock option activity for the nine months ended September 30, 2022 is as follows (in thousands, except per share data): Options Outstanding Number of Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Balance as of December 31, 2021 (1) 1,345 $ 0.79 9.11 $ 7,024 Stock options granted — — — — Stock options exercised (162) 0.80 — — Stock options forfeited, canceled, or expired (40) 0.80 — — Balance as of September 30, 2022 1,143 0.79 8.10 $ 5,136 Options exercisable as of September 30, 2022 803 0.69 7.77 $ 3,689 Options vested and expected to vest as of September 30, 2022 1,143 $ 0.79 8.10 $ 5,136 __________________ (1) The number of options prior to the Merger have been retroactively restated to reflect the exchange ratio of 6.7735 established in the Merger. |
Summary of Restricted Stock Units Activity | RSU activity for the nine months ended September 30, 2022 was as follows (in thousands, except per share data): Share Weighted Average Grant Date Fair Value per Share Nonvested balance as of December 31, 2021 (1) 6,170 $ 2.11 RSUs granted 13,281 9.08 RSUs forfeited (516) 5.58 RSUs vested (4,450) 1.06 Nonvested balance as of September 30, 2022 14,485 $ 8.02 _________________ (1) The number of RSUs prior to the Merger have been retroactively restated to reflect the exchange ratio of 6.7735 established in the Merger. |
Summary of Outstanding Unvested Stock Activities | The following table summarizes information about outstanding unvested stock activities for the nine months ended September 30, 2022 (in thousands, except per share data): Unvested Common Stock Weighted Average Grant Date Fair Value per Share Balances outstanding at December 31, 2021 (1) 5,520 $ 0.73 New grants or issues — — Common stock vested (5,520) 0.73 Balances outstanding at September 30, 2022 — $ — _________________ (1) The number of RSAs prior to the Merger have been retroactively restated to reflect the exchange ratio of 6.7735 established in the Merger. |
Summary of Stock-based Compensation Expense | Total stock-based compensation expense for the three and nine months ended September 30, 2022 and 2021 is as follows (in thousands): Three Months Ended September 30, 2022 2021 Sales and marketing $ 2,146 $ 9 Research and development 4,219 184 General and administrative 4,529 9 Total stock-based compensation expense $ 10,894 $ 202 Nine Months Ended September 30, 2022 2021 Sales and marketing $ 3,038 $ 59 Research and development 11,011 339 General and administrative 12,708 54 Total stock-based compensation expense $ 26,757 $ 452 |
NET LOSS PER SHARE OF COMMON _2
NET LOSS PER SHARE OF COMMON STOCK (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders | Basic and diluted net loss per share attributable to common stockholders are calculated as follows (amounts in thousands, except per share amounts): Three Months Ended September 30, 2022 2021 Net loss $ (28,765) $ (6,163) Weighted-average shares outstanding – basic and diluted (1) 140,302 13,598 Net loss per share – basic and diluted $ (0.21) $ (0.45) Nine Months Ended September 30, 2022 2021 Net loss $ (55,022) $ (18,589) Weighted-average shares outstanding – basic and diluted (1) 118,560 12,094 Net loss per share – basic and diluted $ (0.46) $ (1.54) _________________ (1) The weighted-average number of shares prior to the Merger have been retroactively restated to reflect the exchange ratio of 6.7735 established in the Merger. |
Summary of Equivalent Securities Excluded from Computation of Diluted Weighted-Average Common Shares Outstanding | The following outstanding balances of common share equivalent securities have been excluded from the calculation of diluted weighted-average common shares outstanding because the effect is anti-dilutive for the periods presented: Three Months Ended September 30, 2022 2021 Private Warrants 5,167 — Stock options 1,143 1,199 Convertible preferred stock — 85,741 RSUs 14,485 — Unvested Common Stock — 675 Total 20,795 87,615 Nine Months Ended September 30, 2022 2021 Private Warrants 5,167 — Stock options 1,143 1,199 Convertible preferred stock — 85,741 RSUs 14,485 — Unvested Common Stock — 675 Total 20,795 87,615 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | 9 Months Ended | ||||
Feb. 11, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||||
Transaction costs | $ 44,800 | $ 0 | $ 0 | $ 20,586 | $ 0 | |
Total refundable contributions to be made | 25,000 | 25,000 | ||||
Refundable contribution made | 22,500 | 22,500 | $ 0 | |||
Deferred revenue | 29,017 | 29,017 | 1,500 | |||
Restricted cash | 25,086 | 25,086 | 0 | |||
Atlas | ||||||
Business Acquisition [Line Items] | ||||||
Deferred revenue | $ 1,200 | $ 1,200 | ||||
Business Combination, Acquisition Related Costs | ||||||
Business Acquisition [Line Items] | ||||||
Transaction costs | 20,600 | |||||
Additional Paid-In Capital | ||||||
Business Acquisition [Line Items] | ||||||
Transaction costs | $ 24,200 | |||||
Common Stock | ||||||
Business Acquisition [Line Items] | ||||||
Number of earn-out shares (in shares) | 9 | 9 | 9 | |||
Prepaid Expenses and Other Current Assets | ||||||
Business Acquisition [Line Items] | ||||||
Deferred merger related transaction costs | $ 4,100 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Performance Obligation (Details) $ in Millions | Sep. 30, 2022 USD ($) |
Disaggregation of Revenue [Line Items] | |
Performance obligation and deferred transaction price | $ 211.5 |
Atlas | |
Disaggregation of Revenue [Line Items] | |
Performance obligation and deferred transaction price | $ 5.9 |
REVERSE RECAPITALIZATION - Narr
REVERSE RECAPITALIZATION - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||||
Feb. 11, 2022 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) shares | Jun. 30, 2022 shares | May 31, 2022 shares | Dec. 31, 2021 $ / shares shares | Jun. 30, 2021 shares | Dec. 31, 2020 shares | ||
Business Acquisition [Line Items] | |||||||||||
Proceeds from reverse recapitalization | $ | $ 235,800 | ||||||||||
Cash, net of redemptions, held in Novus’ trust account | $ | 40,800 | ||||||||||
Sale of stock, consideration received on transaction | $ | $ 195,000 | ||||||||||
Shares price (in dollars per share) | $ / shares | $ 10 | ||||||||||
Transaction costs | $ | $ 44,800 | $ 0 | $ 0 | $ 20,586 | $ 0 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Common stock issued (in shares) | shares | 137,839,000 | 137,839,000 | 20,432,000 | ||||||||
Common stock outstanding (in shares) | shares | 133,633,000 | 137,839,000 | 137,839,000 | 20,432,000 | |||||||
Business Combination, Acquisition Related Costs | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Transaction costs | $ | $ 20,600 | ||||||||||
Energy Vault Holdings Inc | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Proceeds from reverse recapitalization | $ | $ 191,000 | ||||||||||
Consideration paid (in shares) | shares | 106,100,000 | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||||||
Exchange ratio | 6.7735 | ||||||||||
Additional Paid-In Capital | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Transaction costs | $ | $ 24,200 | ||||||||||
Common Stock | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Common stock issued (in shares) | shares | [1] | 137,839,000 | 20,579,000 | 137,839,000 | 20,579,000 | 134,441,000 | 20,432,000 | 14,924,000 | 14,551,000 | ||
Common Stock | Redeemable convertible preferred stock | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Convertible preferred stock converted (in shares) | shares | 85,600,000 | 93,258 | |||||||||
Common Stock | Energy Vault Holdings Inc | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Common stock issued (in shares) | shares | 20,400,000 | ||||||||||
Common stock outstanding (in shares) | shares | 20,400,000 | ||||||||||
[1]The number of shares of convertible preferred stock and common stock prior to the Merger (defined in Note 1) have been retroactively restated to reflect the exchange ratio of 6.7735 established in the Merger as described in Note 1 and Note 3. |
REVERSE RECAPITALIZATION - Sche
REVERSE RECAPITALIZATION - Schedule of Reverse Recapitalization (Details) - shares | 9 Months Ended | |||||
Feb. 11, 2022 | Sep. 30, 2022 | Aug. 01, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | ||
Business Acquisition [Line Items] | ||||||
Common stock outstanding (in shares) | 133,633,000 | 137,839,000 | 20,432,000 | |||
Shares issued (in shares) | 19,500,000 | |||||
Warrants outstanding (in shares) | 14,700,000 | 5,167,000 | 14,067,000 | 14,750,000 | ||
Warrants issued (in shares) | 14,700,000 | |||||
Common Stock | ||||||
Business Acquisition [Line Items] | ||||||
Shares issued (in shares) | [1] | 27,553,000 | ||||
Number of earn-out shares (in shares) | 9,000,000 | 9,000,000 | ||||
Public Warrants | ||||||
Business Acquisition [Line Items] | ||||||
Warrants outstanding (in shares) | 9,600,000 | 0 | 200,000 | 8,900,000 | 9,583,000 | |
Warrants issued (in shares) | 9,600,000 | |||||
Private warrants | ||||||
Business Acquisition [Line Items] | ||||||
Warrants outstanding (in shares) | 5,200,000 | 5,167,000 | 5,167,000 | 5,167,000 | ||
Warrants issued (in shares) | 5,200,000 | |||||
Novus | Public Warrants | ||||||
Business Acquisition [Line Items] | ||||||
Warrants outstanding (in shares) | 9,600,000 | |||||
Novus | Private warrants | ||||||
Business Acquisition [Line Items] | ||||||
Warrants outstanding (in shares) | 5,200,000 | |||||
Novus | Public Shares | ||||||
Business Acquisition [Line Items] | ||||||
Shares issued (in shares) | 4,079,000 | |||||
Novus | Sponsor Shares | ||||||
Business Acquisition [Line Items] | ||||||
Shares issued (in shares) | 3,975,000 | |||||
Common shares that have transfer restrictions based on certain thresholds (in shares) | 1,600,000 | |||||
Legacy Energy Vault | ||||||
Business Acquisition [Line Items] | ||||||
Common stock outstanding (in shares) | 106,079,000 | |||||
[1]The number of shares of convertible preferred stock and common stock prior to the Merger (defined in Note 1) have been retroactively restated to reflect the exchange ratio of 6.7735 established in the Merger as described in Note 1 and Note 3. |
REVENUE RECOGNITION - Recognize
REVENUE RECOGNITION - Recognized Revenue for Product and Service Categories (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 1,694 | $ 0 | $ 45,555 | $ 0 |
Licensing of intellectual property | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 42,884 | 0 |
Build and transfer energy storage products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,153 | 0 | 1,153 | 0 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 541 | $ 0 | $ 1,518 | $ 0 |
REVENUE RECOGNITION - Narrative
REVENUE RECOGNITION - Narrative (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | |
Disaggregation of Revenue [Line Items] | ||
Amortization of deferred revenue | $ 0.2 | $ 0.7 |
Cost reimbursements | 0.3 | 0.9 |
Remaining performance obligations | $ 211.5 | $ 211.5 |
Customer One | Revenue Benchmark | Customer Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk percentage | 68% | 97% |
Customer Two | Revenue Benchmark | Customer Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk percentage | 32% |
REVENUE RECOGNITION - Contract
REVENUE RECOGNITION - Contract Assets and Contract Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Refundable contribution made | $ 22,500 | $ 0 |
Unbilled receivables | 298 | 0 |
Retainage | 1,916 | 0 |
Contract assets | 24,714 | 0 |
Contract with Customer, Liability [Abstract] | ||
Contract liabilities, current portion | 27,517 | 0 |
Contract liabilities, long-term portion | 1,500 | 1,500 |
Total contract liabilities | $ 29,017 | $ 1,500 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis (Details) - Recurring basis - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Money market funds | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | $ 5,357 | $ 5,304 |
Derivative asset — conversion option | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 1,025 | 350 |
Warrant liability | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities | (271) | |
Level 1 | Money market funds | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 5,357 | 5,304 |
Level 1 | Derivative asset — conversion option | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 0 | 0 |
Level 1 | Warrant liability | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities | 0 | |
Level 2 | Money market funds | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 0 | 0 |
Level 2 | Derivative asset — conversion option | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 0 | 0 |
Level 2 | Warrant liability | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities | 0 | |
Level 3 | Money market funds | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 0 | 0 |
Level 3 | Derivative asset — conversion option | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 1,025 | $ 350 |
Level 3 | Warrant liability | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities | $ (271) |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
May 31, 2019 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Note payable agreement | Shareholder lender | |||||
Related Party Transaction [Line Items] | |||||
Transaction amount | $ 1.5 | ||||
Consulting fees | Father of an executive officer | |||||
Related Party Transaction [Line Items] | |||||
Transaction amount | $ 0.1 | $ 0.1 | $ 0.3 | $ 0.2 | |
Prototype construction labor costs | Brother of an employee | |||||
Related Party Transaction [Line Items] | |||||
Transaction amount | 0.1 | $ 0.1 | 0.4 | $ 0.4 | |
Related Party Marketing Costs | Executive Officer | |||||
Related Party Transaction [Line Items] | |||||
Transaction amount | $ 0.3 | $ 0.8 |
CONVERTIBLE NOTE RECEIVABLE - N
CONVERTIBLE NOTE RECEIVABLE - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Oct. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | Apr. 30, 2022 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Maximum loss exposure | $ 3,000 | $ 3,000 | ||
Convertible Notes Receivable | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Principal balance of promissory note | $ 1,000 | $ 2,000 | ||
Maturity date description | The maturity date of the DG Fuels Note is the earlier of (i) 30 days after a demand for payment is made by the Company at any time after the two year anniversary of the date of issuance of the note; (ii) the four year anniversary of the date of issuance of the note; (iii) five days following a Financial Close (“Financial Close” means a project finance style closing by DG Fuels or its subsidiary of debt and equity capital to finance the construction of that certain biofuel facility currently under development by DG Fuels), or (iv) upon an event of default determined at the discretion of the Company. | |||
Annual interest rate | 10% | |||
Note converted into equity securities | $ 20,000 | |||
Note converted into equity securities at discount price | 20% | |||
Interest income | 100 | $ 200 | ||
Amortization of debt discount | $ 33 | $ 100 | ||
DG Fuels Tranche 1 Note | Convertible Notes Receivable | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Fair value of embedded derivative asset | $ 400 | |||
DG Fuels Tranche 2 Note | Convertible Notes Receivable | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Fair value of embedded derivative asset | $ 700 |
CONVERTIBLE NOTE RECEIVABLE - R
CONVERTIBLE NOTE RECEIVABLE - Reconciliation of Embedded Derivative Beginning and Ending Asset Balance (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Balance at the beginning | $ 1,025 | $ 350 |
Additions | 0 | 675 |
Change in fair value | 0 | 0 |
Balance at the end | $ 1,025 | $ 1,025 |
PROPERTY AND EQUIPMENT, NET- Sc
PROPERTY AND EQUIPMENT, NET- Schedule of Property and Equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||||
Right-of-Use assets – vehicles | $ 169 | $ 169 | $ 175 | ||
Property and equipment and finance lease right-of-use asset, before accumulated depreciation | 11,091 | 11,091 | 14,263 | ||
Less: accumulated depreciation | (9,514) | (9,514) | (2,395) | ||
Property and equipment, net | 1,577 | 1,577 | 11,868 | ||
Depreciation | 5,200 | $ 500 | 7,600 | $ 1,000 | |
Asset Impairment | 2,800 | 2,828 | $ 3,236 | ||
Brick machines | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment | 1,108 | 1,108 | 2,515 | ||
Furniture and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment | 525 | 525 | 176 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment | 408 | 408 | 179 | ||
Demonstration & test equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment | $ 8,881 | $ 8,881 | $ 11,218 |
STOCKHOLDERS_ EQUITY - Narrativ
STOCKHOLDERS’ EQUITY - Narrative (Details) | Feb. 11, 2022 USD ($) $ / shares shares | May 31, 2022 shares | Dec. 31, 2021 shares |
Dividends declared | |||
Class of Stock [Line Items] | |||
Dividends declared | $ | $ 0 | ||
Common Stock | |||
Class of Stock [Line Items] | |||
Issue of new common stock shares (in shares) | 27,600,000 | ||
Conversion of stock, shares converted (in shares) | 3,000,000 | ||
Conversion of stock, new shares issued (in shares) | 106,100,000 | ||
Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred stock shares outstanding (in shares) | 85,741,000 | ||
Redeemable convertible preferred stock | |||
Class of Stock [Line Items] | |||
Issued and outstanding redeemable convertible preferred stock cancelled (in shares) | 85,600,000 | ||
Preferred stock exchange ratio | 6.7735 | ||
Non-cumulative dividends (as a percent) | 8% | ||
Preferred stock conversion, sale of common stock per share minimum (in usd per share) | $ / shares | $ 49.0258 | ||
Preferred stock conversion, sale of common stock gross proceeds minimum | $ | $ 50,000,000 | ||
Deemed liquidation event notification period | 90 days | ||
Conversion of stock, shares converted (in shares) | 12,700,000 | ||
Redeemable convertible preferred stock | Common Stock Including Additional Paid in Capital | |||
Class of Stock [Line Items] | |||
Conversion of stock, amount converted | $ | $ 182,000,000 | ||
Redeemable convertible preferred stock | Common Stock | |||
Class of Stock [Line Items] | |||
Convertible preferred stock converted (in shares) | 85,600,000 | 93,258 | |
Series C preferred stock | Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred stock shares outstanding (in shares) | 14,787,000 | ||
Series C preferred stock | Preferred Stock | One Shareholder | |||
Class of Stock [Line Items] | |||
Preferred stock shares outstanding (in shares) | 13,768 |
STOCKHOLDERS_ EQUITY - Converti
STOCKHOLDERS’ EQUITY - Convertible Preferred Stock (Details) - Preferred Stock shares in Thousands, $ in Thousands | Dec. 31, 2021 USD ($) shares |
Class of Stock [Line Items] | |
Shares Designated (in shares) | 85,741 |
Shares Issued (in shares) | 85,741 |
Shares Outstanding (in shares) | 85,741 |
Liquidation Preference | $ | $ 171,349 |
Series C preferred stock | |
Class of Stock [Line Items] | |
Shares Designated (in shares) | 14,787 |
Shares Issued (in shares) | 14,787 |
Shares Outstanding (in shares) | 14,787 |
Liquidation Preference | $ | $ 107,000 |
Series B-1 preferred stock | |
Class of Stock [Line Items] | |
Shares Designated (in shares) | 14,475 |
Shares Issued (in shares) | 14,475 |
Shares Outstanding (in shares) | 14,475 |
Liquidation Preference | $ | $ 31,003 |
Series B preferred stock | |
Class of Stock [Line Items] | |
Shares Designated (in shares) | 14,651 |
Shares Issued (in shares) | 14,651 |
Shares Outstanding (in shares) | 14,651 |
Liquidation Preference | $ | $ 25,003 |
Series A-2 preferred stock | |
Class of Stock [Line Items] | |
Shares Designated (in shares) | 5,087 |
Shares Issued (in shares) | 5,087 |
Shares Outstanding (in shares) | 5,087 |
Liquidation Preference | $ | $ 3,555 |
Series A-1 preferred stock | |
Class of Stock [Line Items] | |
Shares Designated (in shares) | 6,950 |
Shares Issued (in shares) | 6,950 |
Shares Outstanding (in shares) | 6,950 |
Liquidation Preference | $ | $ 3,076 |
Series Seed 2 preferred stock | |
Class of Stock [Line Items] | |
Shares Designated (in shares) | 4,240 |
Shares Issued (in shares) | 4,240 |
Shares Outstanding (in shares) | 4,240 |
Liquidation Preference | $ | $ 934 |
Series Seed 1 preferred stock | |
Class of Stock [Line Items] | |
Shares Designated (in shares) | 11,190 |
Shares Issued (in shares) | 11,190 |
Shares Outstanding (in shares) | 11,190 |
Liquidation Preference | $ | $ 753 |
Series FR preferred stock | |
Class of Stock [Line Items] | |
Shares Designated (in shares) | 14,361 |
Shares Issued (in shares) | 14,361 |
Shares Outstanding (in shares) | 14,361 |
Liquidation Preference | $ | $ 25 |
WARRANTS - Narrative (Details)
WARRANTS - Narrative (Details) - $ / shares | Feb. 11, 2022 | Sep. 30, 2022 | Aug. 01, 2022 | Jun. 30, 2022 | Mar. 08, 2022 | Dec. 31, 2021 |
Class of Warrant or Right [Line Items] | ||||||
Warrants outstanding (in shares) | 14,700,000 | 5,167,000 | 14,067,000 | 14,750,000 | ||
Number of shares per warrant (in shares) | 1 | |||||
Warrant expiration period | 5 years | |||||
Novus | ||||||
Class of Warrant or Right [Line Items] | ||||||
Common stock issuable upon exercise of warrants (in shares) | 14,700,000 | |||||
Public Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants outstanding (in shares) | 9,600,000 | 0 | 200,000 | 8,900,000 | 9,583,000 | |
Number of shares per warrant (in shares) | 0.2526 | |||||
Warrant exercise price per share (in usd per share) | $ 11.50 | $ 11.50 | ||||
Public Warrants | Novus | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants outstanding (in shares) | 9,600,000 | |||||
Private Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants outstanding (in shares) | 5,200,000 | 5,167,000 | 5,167,000 | 5,167,000 | ||
Private Warrants | Novus | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants outstanding (in shares) | 5,200,000 |
WARRANTS - Public Warrants Narr
WARRANTS - Public Warrants Narrative (Details) - $ / shares | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Aug. 01, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Feb. 11, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | ||||||
Warrants exercised (in shares) | 8,665,000 | 9,348,000 | ||||
Warrants outstanding (in shares) | 5,167,000 | 14,067,000 | 5,167,000 | 14,700,000 | 14,750,000 | |
Number of shares per warrant (in shares) | 1 | |||||
Public Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants exercised (in shares) | 8,700,000 | 8,665,000 | 700,000 | 9,348,000 | ||
Warrants outstanding (in shares) | 200,000 | 0 | 8,900,000 | 0 | 9,600,000 | 9,583,000 |
Warrant exercise price per share (in usd per share) | $ 11.50 | $ 11.50 | ||||
Number of shares per warrant (in shares) | 0.2526 | |||||
Warrants exercises (in shares) | 2,200,000 | |||||
Public Warrants | Redemption, stock equals or exceeds $10.00 | ||||||
Class of Warrant or Right [Line Items] | ||||||
Redemption price per warrant (usd per share) | $ 0.10 |
WARRANTS - Warrants Rollforward
WARRANTS - Warrants Rollforward (Details) - shares | 3 Months Ended | 6 Months Ended | 9 Months Ended | |
Aug. 01, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | |
Class of Warrant or Right [Line Items] | ||||
Warrants assumed upon the Closing of the Merger (in shares) | 14,067,000 | 14,750,000 | 14,750,000 | |
Warrants exercised (in shares) | (8,665,000) | (9,348,000) | ||
Warrants redeemed (in shares) | 235,000 | 235,000 | ||
Outstanding as of March 31, 2022 (in shares) | 5,167,000 | 14,067,000 | 5,167,000 | |
Public Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants assumed upon the Closing of the Merger (in shares) | 8,900,000 | 9,583,000 | 9,583,000 | |
Warrants exercised (in shares) | (8,700,000) | (8,665,000) | (700,000) | (9,348,000) |
Warrants redeemed (in shares) | 235,000 | 235,000 | ||
Outstanding as of March 31, 2022 (in shares) | 200,000 | 0 | 8,900,000 | 0 |
Private Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants assumed upon the Closing of the Merger (in shares) | 5,167,000 | 5,167,000 | 5,167,000 | |
Warrants exercised (in shares) | 0 | 0 | ||
Warrants redeemed (in shares) | 0 | 0 | ||
Outstanding as of March 31, 2022 (in shares) | 5,167,000 | 5,167,000 | 5,167,000 |
WARRANTS - Private Warrants Nar
WARRANTS - Private Warrants Narrative (Details) | Sep. 30, 2022 $ / shares |
Level 3 | Private warrants | |
Class of Warrant or Right [Line Items] | |
Warrant exercise price per share (in usd per share) | $ 0.05 |
WARRANTS - Estimate of Fair Val
WARRANTS - Estimate of Fair Value of Private Warrants (Details) - Private warrants | 9 Months Ended |
Sep. 30, 2022 $ / shares | |
Class of Warrant or Right [Line Items] | |
Common stock price (in dollars per share) | $ 5,280 |
Exercise price (in dollars per share) | $ 11,500 |
Expected term (in years) | 4 years 4 months 13 days |
Expected volatility | 17.40% |
Risk-free interest rate | 4.20% |
Expected dividend yield | 0% |
WARRANTS - Warrants Liabilities
WARRANTS - Warrants Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Class of Warrant or Right [Line Items] | ||||
Change in fair value | $ (6,706) | $ 0 | $ (2,061) | $ 0 |
Recurring basis | ||||
Class of Warrant or Right [Line Items] | ||||
Beginning of period | 21,499 | 19,838 | ||
Warrants exercised | (14,499) | (17,483) | ||
Warrants redeemed | (23) | (23) | ||
Change in fair value | (6,706) | (2,061) | ||
End of period | 271 | 271 | ||
Public Warrants | Recurring basis | Level 1 | ||||
Class of Warrant or Right [Line Items] | ||||
Beginning of period | 13,439 | 12,938 | ||
Warrants exercised | (14,499) | (17,483) | ||
Warrants redeemed | (23) | (23) | ||
Change in fair value | 1,083 | 4,568 | ||
End of period | 0 | 0 | ||
Private Warrants | Recurring basis | Level 3 | ||||
Class of Warrant or Right [Line Items] | ||||
Beginning of period | 8,060 | 6,900 | ||
Warrants exercised | 0 | 0 | ||
Warrants redeemed | 0 | 0 | ||
Change in fair value | (7,789) | (6,629) | ||
End of period | $ 271 | $ 271 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total stock-based compensation expense | $ 10,894 | $ 202 | $ 26,757 | $ 452 | ||
Merger | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total stock-based compensation expense | 7,100 | |||||
Stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unamortized stock-based compensation expense | 700 | $ 700 | ||||
Stock-based compensation expense expected recognized period | 2 years 11 months 8 days | |||||
Restricted Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 4 years | |||||
Stock-based compensation expense expected recognized period | 3 years 4 months 2 days | |||||
Unrecognized stock-based compensation expense | $ 100,500 | $ 100,500 | ||||
Restricted Stock Units | Merger | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total stock-based compensation expense | $ 3,900 | |||||
Restricted Stock Units | Cliff Vesting Period | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 1 year | |||||
Restricted Stock | Merger | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total stock-based compensation expense | $ 3,200 | |||||
2017 Stock Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award grant period | 10 years | |||||
Voting rights in percentage | 10% | |||||
Minimum percentage of exercise price for options granted for employees who hold more than 10% | 110% | |||||
2020 Stock Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award grant period | 10 years | |||||
Voting rights in percentage | 10% | |||||
Minimum percentage of exercise price for options granted for employees who hold more than 10% | 110% | |||||
2022 Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized (in shares) | 15,500,000 | 15,500,000 | ||||
Annual shares authorized increase, percent of outstanding shares | 4% | 4% | ||||
2022 Equity Incentive Plan, Shares From Prior Plans | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized (in shares) | 8,300,000 | 8,300,000 | ||||
Minimum | 2017 Stock Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 1 year | |||||
Minimum | 2020 Stock Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 1 year | |||||
Minimum | 2022 Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Annual shares authorized increase, Board of Directors decision (in shares) | 0 | 0 | ||||
Maximum | 2017 Stock Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 4 years | |||||
Maximum | 2020 Stock Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 4 years |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock Option Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Feb. 11, 2022 | |
Number of Options | |||
Number of options, beginning balance (in shares) | shares | 1,345 | ||
Number of options, stock options granted (in shares) | shares | 0 | ||
Number of options, stock options exercised (in shares) | shares | (162) | ||
Number of options, stock options forfeited, canceled, or expired (in shares) | shares | (40) | ||
Number of options, ending balance (in shares) | shares | 1,143 | 1,345 | |
Number of options, options exercisable (in shares) | shares | 803 | ||
Number of options, options vested and expected to vest (in shares) | shares | 1,143 | ||
Weighted Average Exercise Price Per Share | |||
Weighted average exercise price per share, beginning balance (in dollars per share) | $ / shares | $ 0.79 | ||
Weighted average exercise price per share, stock options granted (in dollars per share) | $ / shares | 0 | ||
Weighted average exercise price per share, stock options exercised (in dollars per share) | $ / shares | 0.80 | ||
Weighted average exercise price per share, stock options forfeited, canceled, or expired (in dollars per share) | $ / shares | 0.80 | ||
Weighted average exercise price per share, ending balance (in dollars per share) | $ / shares | 0.79 | $ 0.79 | |
Weighted average exercise price per share, options exercisable (in dollars per share) | $ / shares | 0.69 | ||
Weighted average exercise price per share, options vested and expected to vest (in dollars per share) | $ / shares | $ 0.79 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Weighted average remaining contractual term (in years) | 8 years 1 month 6 days | 9 years 1 month 9 days | |
Weighted average remaining contractual term (in years), options exercisable | 7 years 9 months 7 days | ||
Weighted average remaining contractual term (in years), options vested and expected to vest | 8 years 1 month 6 days | ||
Aggregate intrinsic value, beginning balance | $ | $ 7,024 | ||
Aggregate intrinsic value, ending balance | $ | 5,136 | $ 7,024 | |
Aggregate intrinsic value, options exercisable | $ | 3,689 | ||
Aggregate intrinsic value, options vested and expected to vest | $ | $ 5,136 | ||
Energy Vault Holdings Inc | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Exchange ratio | 6.7735 |
STOCK-BASED COMPENSATION - Rest
STOCK-BASED COMPENSATION - Restricted Stock Units Activity (Details) shares in Thousands | 9 Months Ended | |
Sep. 30, 2022 $ / shares shares | Feb. 11, 2022 | |
Weighted Average Grant Date Fair Value per Share | ||
Beginning balance (in dollars per share) | $ 0.73 | |
RSUs granted (in dollars per share) | 0 | |
RSUs vested (in dollars per share) | 0.73 | |
Ending balance (in dollars per share) | $ 0 | |
Energy Vault Holdings Inc | ||
Weighted Average Grant Date Fair Value per Share | ||
Exchange ratio | 6.7735 | |
Restricted stock units | ||
Unvested Common Stock | ||
Beginning balance (in shares) | shares | 6,170 | |
RSUs granted (in shares) | shares | 13,281 | |
RSUs forfeited (in shares) | shares | (516) | |
RSUs vested (in shares) | shares | (4,450) | |
Ending balance (in shares) | shares | 14,485 | |
Weighted Average Grant Date Fair Value per Share | ||
Beginning balance (in dollars per share) | $ 2.11 | |
RSUs granted (in dollars per share) | 9.08 | |
RSUs forfeited (in dollars per share) | 5.58 | |
RSUs vested (in dollars per share) | 1.06 | |
Ending balance (in dollars per share) | $ 8.02 |
STOCK-BASED COMPENSATION - Outs
STOCK-BASED COMPENSATION - Outstanding Unvested Stock Activities (Details) shares in Thousands | 9 Months Ended | |
Sep. 30, 2022 $ / shares shares | Feb. 11, 2022 | |
Weighted Average Grant Date Fair Value per Share | ||
Beginning balance (in dollars per share) | $ / shares | $ 0.73 | |
New grants or issues (in dollars per share) | $ / shares | 0 | |
Common stock vested (in dollars per share) | $ / shares | 0.73 | |
Ending balance (in dollars per share) | $ / shares | $ 0 | |
Energy Vault Holdings Inc | ||
Weighted Average Grant Date Fair Value per Share | ||
Exchange ratio | 6.7735 | |
Unvested Common Stock | ||
Unvested Common Stock | ||
Beginning balance (in shares) | shares | 5,520 | |
New grants or issues (in shares) | shares | 0 | |
Common stock vested (in shares) | shares | (5,520) | |
Ending balance (in shares) | shares | 0 |
STOCK-BASED COMPENSATION - St_2
STOCK-BASED COMPENSATION - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 10,894 | $ 202 | $ 26,757 | $ 452 |
Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 2,146 | 9 | 3,038 | 59 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 4,219 | 184 | 11,011 | 339 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 4,529 | $ 9 | $ 12,708 | $ 54 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Provision for income taxes | $ 185,000 | $ 0 | $ 358,000 | $ 0 |
NET LOSS PER SHARE OF COMMON _3
NET LOSS PER SHARE OF COMMON STOCK - Basic and Diluted Net Loss Per Share (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) $ / shares shares | Feb. 11, 2022 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Net loss | $ | $ (28,765) | $ (6,163) | $ (55,022) | $ (18,589) | |
Net loss | $ | $ (28,765) | $ (6,163) | $ (55,022) | $ (18,589) | |
Net loss per share — basic (in dollars per share) | $ (0.46) | $ (1.54) | |||
Net loss per share — diluted (in dollars per share) | $ (0.46) | $ (1.54) | |||
Energy Vault Holdings Inc | |||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Exchange ratio | 6.7735 | ||||
Common Stock | |||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Weighted-average shares outstanding – basic (in shares) | shares | 140,302 | 13,598 | 118,560 | 12,094 | |
Weighted average shares of outstanding — diluted (in shares) | shares | 140,302 | 13,598 | 118,560 | 12,094 | |
Net loss per share — basic (in dollars per share) | $ (0.21) | $ (0.45) | $ (0.46) | $ (1.54) | |
Net loss per share — diluted (in dollars per share) | $ (0.21) | $ (0.45) | $ (0.46) | $ (1.54) |
NET LOSS PER SHARE OF COMMON _4
NET LOSS PER SHARE OF COMMON STOCK - Narrative (Details) - shares | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Feb. 11, 2022 | |
Common Stock | |||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Number of dilutive shares | 0 | 0 | 0 | 0 | |
Number of earn-out shares (in shares) | 9,000,000 | 9,000,000 | 9,000,000 | ||
Convertible Preferred Stock | |||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Number of dilutive shares | 0 | 0 | 0 | 0 |
NET LOSS PER SHARE OF COMMON _5
NET LOSS PER SHARE OF COMMON STOCK - Common Share Equivalent Securities Excluded From Computation of Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 20,795 | 87,615 | 20,795 | 87,615 |
Private Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 5,167 | 0 | 5,167 | 0 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,143 | 1,199 | 1,143 | 1,199 |
Convertible Preferred Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 85,741 | 0 | 85,741 |
RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 14,485 | 0 | 14,485 | 0 |
Unvested Common Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 675 | 0 | 675 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Total refundable contributions to be made | $ 25,000 | |
Refundable contribution made | 22,500 | $ 0 |
Letters of credit issued | 24,900 | |
Outstanding performance and payment bonds | $ 0 |