Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 04, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
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 $0.0001 per share | |
Trading Symbol | NRGV | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 141,908,455 | |
Entity Central Index Key | 0001828536 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 114,556 | $ 203,037 |
Restricted cash | 82,417 | 83,145 |
Accounts receivable, net of allowance for credit losses of $10 and $— as of March 31, 2023 and December 31, 2022, respectively | 4,100 | 37,460 |
Contract assets, net of allowance for credit losses of $1,094 and $— as of March 31, 2023 and December 31, 2022, respectively | 29,149 | 28,978 |
Inventory | 4,899 | 4,378 |
Customer financing receivable, current portion, net of allowance for credit losses of $187 and $— as of March 31, 2023 and December 31, 2022, respectively | 1,313 | 1,500 |
Advances to suppliers | 95,341 | 24,327 |
Prepaid expenses and other current assets | 6,779 | 7,242 |
Total current assets | 338,554 | 390,067 |
Property and equipment, net | 14,784 | 3,044 |
Operating lease right-of-use assets | 1,266 | 1,442 |
Customer financing receivable, long-term portion, net of allowance for credit losses of $1,059 and $— as of March 31, 2023 and December 31, 2022, respectively | 7,415 | 8,260 |
Other assets | 20,442 | 13,900 |
Total Assets | 382,461 | 416,713 |
Current Liabilities | ||
Accounts payable | 8,427 | 60,315 |
Accrued expenses | 19,490 | 14,749 |
Contract liabilities, current portion | 86,027 | 49,434 |
Lease liabilities, current portion | 825 | 825 |
Total current liabilities | 114,769 | 125,323 |
Deferred pension obligation | 734 | 890 |
Asset retirement obligation | 444 | 560 |
Contract liabilities, long-term portion | 1,500 | 1,500 |
Other long-term liabilities | 529 | 727 |
Total liabilities | 117,976 | 129,000 |
Commitments and contingencies | ||
Stockholders’ Equity | ||
Preferred stock, $0.0001 par value; 5,000 shares authorized, none issued | 0 | 0 |
Common stock, $0.0001 par value; 500,000 shares authorized, 141,392 issued and outstanding at March 31, 2023; 138,530 issued and outstanding at December 31, 2022 | 14 | 14 |
Additional paid-in capital | 445,870 | 435,852 |
Accumulated deficit | (180,796) | (147,265) |
Accumulated other comprehensive loss | (603) | (888) |
Total stockholders’ equity | 264,485 | 287,713 |
Total Liabilities and Stockholders’ Equity | $ 382,461 | $ 416,713 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Accounts receivable allowance for credit loss | $ 10 | $ 0 |
Contract assets allowance for credit loss | 1,094 | 0 |
Customer financing receivable, current portion, allowance for credit loss | 187 | 0 |
Customer financing receivable, long-term portion, allowance for credit loss | $ 1,059 | $ 0 |
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 | 500,000,000 |
Common stock issued (in shares) | 141,392,000 | 138,530,000 |
Common stock outstanding (in shares) | 141,392,000 | 138,530,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue | $ 11,422,000 | $ 42,884,000 |
Operating expenses: | ||
Cost of revenue | 9,003,000 | 0 |
Sales and marketing | 4,574,000 | 2,580,000 |
Research and development | 11,241,000 | 9,661,000 |
General and administrative | 19,546,000 | 9,806,000 |
Income (loss) from operations | (32,942,000) | 20,837,000 |
Other income (expense): | ||
Interest expense | (1,000) | (1,000) |
Change in fair value of warrant liability | 0 | (20,237,000) |
Transaction costs | 0 | (20,586,000) |
Other income, net | 1,776,000 | 36,000 |
Loss before income taxes | (31,167,000) | (19,951,000) |
Provision for income taxes | 0 | 128,000 |
Net loss | (31,167,000) | (20,079,000) |
Other comprehensive income (loss) — net of tax | ||
Actuarial gain on pension | 164,000 | 278,000 |
Foreign currency translation gain (loss) | 121,000 | (94,000) |
Total other comprehensive income | 285,000 | 184,000 |
Total comprehensive loss | $ (30,882,000) | $ (19,895,000) |
Common Stock | ||
Other income (expense): | ||
Net loss per share — basic (in dollars per share) | $ (0.22) | $ (0.25) |
Net loss per share — diluted (in dollars per share) | $ (0.22) | $ (0.25) |
Weighted average shares of outstanding — basic (in shares) | 139,669 | 80,806 |
Weighted average shares of outstanding — diluted (in shares) | 139,669 | 80,806 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Preferred Stock Convertible Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Income (Loss) |
Beginning balance (in shares) at Dec. 31, 2021 | 85,741,000 | |||||||
Beginning balance at Dec. 31, 2021 | $ 182,709 | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Conversion of convertible preferred stock into common stock in connection with reverse recapitalization (in shares) | (85,648,000) | |||||||
Conversion of convertible preferred stock into common stock in connection with reverse recapitalization | $ (182,034) | |||||||
Reclassification of convertible preferred stock to stockholders’ equity (in shares) | (93,000) | |||||||
Reclassification of convertible preferred stock to stockholders’ equity | $ (675) | |||||||
Ending balance (in shares) at Mar. 31, 2022 | 0 | |||||||
Ending balance at Mar. 31, 2022 | $ 0 | |||||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 20,432,000 | ||||||
Beginning balance at Dec. 31, 2021 | $ (68,666) | $ 0 | $ 0 | $ 713 | $ (68,966) | $ (413) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Conversion of convertible preferred stock into common stock in connection with reverse recapitalization (in shares) | 85,648,000 | |||||||
Conversion of convertible preferred stock into common stock in connection with reverse recapitalization | 182,034 | $ 9 | 182,025 | |||||
Reclassification of convertible preferred stock to stockholders’ equity (in shares) | 93 | |||||||
Reclassification of convertible preferred stock to stockholders’ equity | 675 | $ 675 | ||||||
Issuance of common stock upon the reverse recapitalization, net of transaction costs (in shares) | 27,553,000 | |||||||
Issuance of common stock upon the reverse recapitalization, net of transaction costs | 191,860 | $ 4 | 191,856 | |||||
Exercise of stock option | 25 | 25 | ||||||
Stock based compensation | 9,202 | 9,202 | ||||||
Net (loss) income | (20,079) | (20,079) | ||||||
Actuarial gain on pension | 278 | 278 | ||||||
Foreign currency translation gain (loss) | (94) | (94) | ||||||
Ending balance (in shares) at Mar. 31, 2022 | 93,000 | 133,633,000 | ||||||
Ending balance at Mar. 31, 2022 | 295,235 | $ 675 | $ 13 | 383,821 | (89,045) | (229) | ||
Beginning balance (in shares) at Dec. 31, 2021 | 85,741,000 | |||||||
Beginning balance at Dec. 31, 2021 | $ 182,709 | |||||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 20,432,000 | ||||||
Beginning balance at Dec. 31, 2021 | $ (68,666) | $ 0 | $ 0 | 713 | (68,966) | (413) | ||
Ending balance (in shares) at Dec. 31, 2022 | 138,530,000 | 138,530,000 | ||||||
Ending balance at Dec. 31, 2022 | $ 287,713 | $ (2,364) | $ 14 | 435,852 | (147,265) | $ (2,364) | (888) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2016-13 | |||||||
Exercise of stock option (in shares) | 43,000 | 43,000 | ||||||
Exercise of stock option | $ 35 | 35 | ||||||
Stock based compensation | 13,716 | 13,716 | ||||||
Vesting of RSUs, net of shares withheld for payroll taxes (in shares) | 2,819,000 | |||||||
Vesting of RSUs, net of shares withheld for payroll taxes | (3,733) | (3,733) | ||||||
Net (loss) income | (31,167) | (31,167) | ||||||
Actuarial gain on pension | 164 | 164 | ||||||
Foreign currency translation gain (loss) | $ 121 | 121 | ||||||
Ending balance (in shares) at Mar. 31, 2023 | 141,392,000 | 141,392,000 | ||||||
Ending balance at Mar. 31, 2023 | $ 264,485 | $ 14 | $ 445,870 | $ (180,796) | $ (603) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash Flows From Operating Activities | ||
Net loss | $ (31,167) | $ (20,079) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 209 | 1,218 |
Non-cash interest income | (334) | (16) |
Stock based compensation | 13,716 | 9,202 |
Change in fair value of warrant liability | 0 | 20,237 |
Change in pension obligation | 0 | 7 |
Change in asset retirement obligation | (119) | 19 |
Provision (benefit) for credit losses | (14) | 0 |
Foreign exchange gains and losses | 170 | 19 |
Change in operating assets | (35,504) | (32,550) |
Change in operating liabilities | (17,729) | 5,132 |
Net cash used in operating activities | (70,772) | (16,811) |
Cash Flows From Investing Activities | ||
Purchase of property and equipment | (11,635) | (83) |
Purchase of equity securities | (6,000) | 0 |
Net cash used in investing activities | (17,635) | (83) |
Cash Flows From Financing Activities | ||
Proceeds from exercise of stock options | 35 | 25 |
Proceeds from reverse recapitalization and PIPE financing, net | 0 | 235,940 |
Payment of transaction costs related to reverse recapitalization | 0 | (20,651) |
Payment of taxes related to net settlement of equity awards | (800) | 0 |
Payment of finance lease obligations | (10) | (10) |
Net cash provided by (used in) financing activities | (775) | 215,304 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (27) | (17) |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (89,209) | 198,393 |
Cash, cash equivalents, and restricted cash – beginning of the period | 286,182 | 105,125 |
Cash, cash equivalents, and restricted cash – end of the period | 196,973 | 303,518 |
Less: Restricted cash at end of period | 82,417 | 0 |
Cash and cash equivalents - end of period | 114,556 | 303,518 |
Supplemental Disclosures of Cash Flow Information: | ||
Income taxes paid | 0 | 1 |
Cash paid for interest | 1 | 23 |
Supplemental Disclosures of Non-Cash Investing and Financing Information: | ||
Conversion of redeemable preferred stock into common stock in connection with the reverse recapitalization | 0 | 182,034 |
Warrants assumed as part of reverse recapitalization | 0 | 19,838 |
Actuarial gain on pension | 164 | 278 |
Property and equipment financed through accounts payable | $ 4,021 | $ 137 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2023 | |
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”, is a grid-scale energy storage company that is driving a faster transition to more pervasive renewable power by solving the intermittence issues that are inherent to the most prevalent forms of renewable power, solar and wind. The Company’s mission is to provide energy storage solutions to accelerate the global transition to renewable energy. 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 in accordance with United States Generally Accepted Accounting Principles (“GAAP”). See Note 3 - Reverse Capitalization for more information. 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2023 | |
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, 2022. The condensed consolidated balance sheet as of December 31, 2022, 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 March 31, 2023 and the Company’s results of operations and comprehensive loss, convertible preferred stock and stockholders’ equity activities, and the cash flows for the three months ended March 31, 2023 and 2022. The results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 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 as of March 31, 2023. 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 an d 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, revenue recognition, stock-based compensation, and valuation of warrant liability. Due to the inherent uncertainty invol ved in making assumptions and estimates, changes in circumstances 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. Concentration of Credit Risk Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, accounts receivable, and customer financings receivable. Risks associated with cash and cash equivalents and restricted cash are mitigated by banking with creditworthy institutions. Such balances with any one institution may, at times, be in excess of federally insured amounts. As of March 31, 2023, two customers accounted for 86% and 14% of accounts receivable, respectively. As of December 31, 2022, two customers accounted for 78% and 16% of accounts receivable, respectively. As of March 31, 2023 and December 31, 2022 , one custo mer accounted for 100% of the customer financing receivable. For the three months ended March 31, 2023, revenue from three different customers accounted for 43%, 39%, and 16% of total revenue, respectively. For the three months ended March 31, 2022, revenue from one customer accounted for 100% of total revenue. Summary of Significant Accounting Policies The Company’s significant accounting policies are discussed in Note 2 of the notes to the consolidated financial statements included in the Company’s 2022 Annual Report on Form 10-K filed with the SE C on April 13, 2023. The re have been no significant changes to these policies during the three months ended March 31, 2023, except as described below under the heading, “Recently Adopted Accounting Pronouncements.” Recently Adopted 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 amended the impairment model to improve financial reporting by requiring earlier recognition of credit losses on certain financial assets. This standard replaces the previous incurred loss impairment model that recognized losses when a probable threshold was met, with a requirement to recognize lifetime expected credit |
REVERSE RECAPITALIZATION
REVERSE RECAPITALIZATION | 3 Months Ended |
Mar. 31, 2023 | |
Reverse Recapitalization [Abstract] | |
REVERSE RECAPITALIZATION | REVERSE RECAPITALIZATION On February 11, 2022, in connection with the Merger, the Company raised gross proceeds of $235.9 million , including the contribution of $40.9 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 106.2 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 $191.1 million. The following transactions were completed as part of the Merger: • All issued and outstanding shares of Legacy Energy Vault convertible preferred stock were canceled and c onverted into a total of 85.7 million shares of Energy Vault common stock; • 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. The reverse recapitalization accounting treatment was primarily determined based on the shareholders of Legacy Energy Vault having a relative majority of the voting power of Energy Vault and having the ability to nominate the majority of the members of the Energy Vault Board, senior management of Legacy Energy Vault comprise the senior management of Energy Vault, and the operations of Legacy Energy Vault prior to the Merger comprise the ongoing operations of Energy Vault. Accordingly, for accounting purposes, the financial statements of the combined entity upon completion 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 shares of common stock issued following the consummation of the Merger was as follows (in thousands): Shares Legacy Energy Vault stock (1) 106,172 Novus public shares (2) 4,079 Novus sponsor shares (3) 3,975 PIPE shares 19,500 Total shares of Energy Vault common stock issued as part of the Merger 133,726 __________________ (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 | 3 Months Ended |
Mar. 31, 2023 | |
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 months ended March 31, 2023 and 2022 (amounts in thousands). Three Months Ended March 31, 2023 2022 Build and transfer energy storage products $ 11,273 $ — Licensing of intellectual property — 42,884 Other 149 — Total revenue $ 11,422 $ 42,884 Other revenue includes revenue related to the amortization of deferred revenue related to providing construction support services and revenue related to cost reimbursements for providing construction support services. 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 March 31, 2023, the amount of the Company’s remaining performance obligations was $319.8 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. March 31, December 31, Refundable contribution $ 25,000 $ 25,000 Unbilled receivables 622 531 Retainage 4,621 3,447 Less allowance for credit losses (1,094) — Contract assets, net of allowance for credit losses $ 29,149 $ 28,978 Contract liabilities, current portion $ 86,027 $ 49,434 Contract liabilities, long-term portion 1,500 1,500 Total contract liabilities $ 87,527 $ 50,934 Contract assets consist of a refundable contribution, unbilled receivables, and retainage. Refundable contribution represents the contribution the Company made to a customer to be used during the construction of its first gravity energy storage system (“GESS”), which will be refunded to the Company upon the customer’s first GESS obtaining substantial completion, subject to adjustment for potential liquidated damages if certain performance metrics are not met. 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. |
ALLOWANCE FOR CREDIT LOSSES
ALLOWANCE FOR CREDIT LOSSES | 3 Months Ended |
Mar. 31, 2023 | |
Credit Loss [Abstract] | |
ALLOWANCE FOR CREDIT LOSSES | ALLOWANCE FOR CREDIT LOSSES Activity in the allowance for credit losses was as follows for the three months ended March 31, 2023 (amounts in thousands): Three Months Ended March 31, 2023 Accounts Receivable Contract Assets Customer Financing Receivable Total Allowance for credit losses, beginning of period $ — $ — $ — $ — Addition due to adoption of ASU 2016-13 81 1,063 1,220 2,364 Provision (benefit) for credit losses (71) 31 26 (14) Allowance for credit losses, end of period $ 10 $ 1,094 $ 1,246 $ 2,350 The Company did not have allowance or a provision for credit losses during the three months ended March 31, 2022. The Company utilizes a probability-of-default (“PD”) and loss-given-default (“LGD”) methodology to calculate the allowance for expected credit losses for each customer by type of financial asset. Due to the Company’s limited operating history and lack of loss history, the Company derived its PD and LGD rates using average historical rates for corporate |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2023 | |
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 measured at fair value on a recurring basis were as follows as of March 31, 2023 and December 31, 2022, respectively (amounts in thousands): Level 1 Level 2 Level 3 Total Assets (Liabilities): Derivative asset — conversion option (1) — — 1,025 1,025 Warrant liability (2) — — (2) (2) __________________ (1) Refer to Note 8 - Convertible Note Receivable for further information. (2) Refer to Note 12 - Warrants for further information. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS In May 2019, the Company received a $1.5 million deposit for a gravity based system from a customer that is owned by one of its primary shareholders; the order remains outstanding as of March 31, 2023. 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. This deposit is recognized in the line item, contract liabilities, long-term portion, in the condensed consolidated balance sheets. For the three months ended March 31, 2023 and 2022, the Company paid contracted engineering, design, and civil tolerance code calculation support fees of $0.1 million and $0.1 million respectively, to an immediate family member of an executive officer. The Company retains all intellectual property as part of these services. For the three months ended March 31, 2023 and 2022, the Company paid construction labor costs of $0.1 million and $0.1 million, respectively, for EV1 tower dismantlement and EVx test bed construction to a local company owned by an immediate family member of an employee. For the three months ended March 31, 2023 and 2022, the Company paid $0.1 million and $16 thousand, respectively, in primary market research and business development consulting costs to a company owned by an officer of the Company. For the three months ended March 31, 2023, the Company paid $0.4 million in marketing and sales costs to a company that has a director that is an officer of the Company. |
CONVERTIBLE NOTE RECEIVABLE
CONVERTIBLE NOTE RECEIVABLE | 3 Months Ended |
Mar. 31, 2023 | |
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 was 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 $16.0 thousand for the three months ended March 31, 2023 and 2022, respectively, from the DG Fuels Note. Interest income included income from the amortization of the debt discount of $44 thousand and $8 thousand for the three months ended March 31, 2023 and 2022, respectively. 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 months ended March 31, 2023 and 2022, ther e was no change in the 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 March 31, 2023 2022 Beginning of period $ 1,025 $ 350 Additions — — Change in fair value — — End of period $ 1,025 $ 350 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 | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | PROPERTY AND EQUIPMENT, NET As of March 31, 2023 and December 31, 2022, property and equipment, net consisted of the following (amounts in thousands): March 31, December 31, Buildings $ 774 $ — Machinery and equipment 4,771 657 Finance lease right-of-use assets – vehicles 180 178 Furniture and IT equipment 1,157 815 Leasehold improvements 600 529 Construction in progress 7,857 1,268 Total property and equipment 15,339 3,447 Less: accumulated depreciation (555) (403) Property and equipment, net $ 14,784 $ 3,044 For the three months ended March 31, 2023 and 2022, depreciation and amortization related to property and equipment was $0.2 million and $1.2 million, respectively |
SUPPLEMENTAL BALANCE SHEETS DET
SUPPLEMENTAL BALANCE SHEETS DETAIL | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SUPPLEMENTAL BALANCE SHEETS DETAIL | SUPPLEMENTAL BALANCE SHEETS DETAIL (amounts in thousands) March 31, December 31, Other assets: Investment in equity securities (1) $ 15,000 $ 9,000 Convertible note receivable 2,125 2,080 Derivative asset — conversion option 1,025 1,025 Other 2,292 1,795 Total $ 20,442 $ 13,900 Lease liabilities, current portion: Operating leases $ 795 $ 787 Finance leases 30 38 Total $ 825 $ 825 Other long-term liabilities: Operating leases $ 512 $ 709 Finance leases 15 16 Warrant liability 2 2 Total $ 529 $ 727 __________________ (1) These equity securities do not have a readily determinable fair value and are recorded at cost, less any impairment, plus or minus adjustments related to observable transactions for the same or similar securities, with unrealized gains and losses included in earnings. As of March 31, 2023 and December 31, 2022, the carrying value of these equity securities was equal to its cost basis. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | STOCKHOLDERS’ EQUITY 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, as part 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 106.2 million new shares of common stock using an exchange ratio of 6.7735. |
WARRANTS
WARRANTS | 3 Months Ended |
Mar. 31, 2023 | |
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. All Public Warrants were exercised or redeemed during 2022. There were no Public Warrants outstanding as of March 31, 2023 and December 31, 2022. The following table summarizes the Public and Private Warrants activities for the three months ended March 31, 2023 and 2022 (in thousands): Three Months Ended March 31, 2023 Public Warrants Private Warrants Total Warrants Beginning of period — 5,167 5,167 Warrants exercised — — — End of period — 5,167 5,167 Three Months Ended March 31, 2022 Public Warrants Private Warrants Total Warrants Warrants assumed upon the Closing of the Merger 9,583 5,167 14,750 Warrants exercised — — — End of period 9,583 5,167 14,750 The Public Warrants were classified as Level 1 measurements from the Closing of the Merger through the date they were redeemed as the Public Warrants had an adequate trading volume to provide reliable indication of value. The Private Warrants were classified as Level 2 from the Closing of the Merger through the Public Warrant redemption date of August 1, 2022 because the Private Warrants had similar terms to the Public Warrants. Upon the ceasing of trading of the Public Warrants on August 1, 2022, the fair value measurement of the Private Warrants transferred from Level 2 to Level 3 and the Company uses 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 less than $0.01 per warrant a s of March 31, 2023. The Company’s warrants are measured at fair value on a recurring basis. The following table presents the changes in the fair value of the Company’s warrant liability for the three months ended March 31, 2023 and 2022 (amounts in thousands): Three Months Ended March 31, 2023 Public Warrants Private Warrants Total Warrants Beginning of period $ — $ 2 $ 2 Change in fair value — — — End of period $ — $ 2 $ 2 Three Months Ended March 31, 2022 Public Warrants Private Warrants Total Warrants Warrant liability assumed upon the Closing of the Merger $ 12,938 $ 6,900 $ 19,838 Change in fair value 12,937 7,300 20,237 End of period $ 25,875 $ 14,200 $ 40,075 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2023 | |
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 provided 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 were granted for periods of up to ten years. Under the terms of the 2017 Plan, awards were 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 was not 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 vested over one 2020 Stock Incentive Plan In 2020, the Company adopted its 2020 Stock Incentive Plan (the “2020 Plan”). The 2020 Plan provided for the granting of stock options, restricted stock, and RSUs to employees, directors, and consultants of the Company. Options granted under the 2020 Plan were either ISOs or NSOs. Awards under the 2020 Plan were granted for periods of up to ten years. Under the terms of the 2020 Plan, awards were 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 was not 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 vested over one 2022 Equity Incentive Plan In 2022, the Company adopted its 2022 Equity Incentive Plan (the “2022 Plan”). The 2022 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 initial number of shares of the Company’s common stock reserved for issuance under the 2022 Plan was approximately 15.5 million, plus up to approximately 8.3 million shares subject to awards granted under the 2017 and 2020 Plans. 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 increases 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 month 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. 2022 Inducement Plan In 2022, the Company adopted its 2022 Inducement Plan, which provides for the granting of stock options, SARs, restricted stock, and RSUs to individuals who were not previously employees of Energy Vault, or following a bona fide period of non-employment, as inducement material to such individuals entering into employment with Energy Vault. Shares of common stock underlying awards that expire or are forfeited or canceled will again be available for issuance under the 2022 Inducement Plan. 8.0 million shares of the Company’s common stock are reserved for issuance under the 2022 Inducement Plan. Stock Option Activity Stock option activity for the three months ended March 31, 2023 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, 2022 1,093 $ 0.79 8.10 $ 2,551 Stock options granted — — — — Stock options exercised (43) 0.80 — — Stock options forfeited, canceled, or expired — — — — Balance as of March 31, 2023 1,050 0.79 7.84 1,422 Options exercisable as of March 31, 2023 794 0.69 7.65 1,151 Options vested and expected to vest as of March 31, 2023 1,050 0.79 7.84 1,422 As of March 31, 2023, total unrecognized stock-based compensation expense related to unvested awards that are expected to vest was $0.6 million. The weighted-average period over which such stock-based compensation expense will be recognized is approximately 2.55 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 March 31, 2023. Restricted Stock Units RSU activity for the three months ended March 31, 2023 was as follows (in thousands, except per share data): Share Weighted Average Grant Date Fair Value per Share Nonvested balance as of December 31, 2022 23,799 $ 5.87 RSUs granted 2,357 3.41 RSUs forfeited (105) 6.07 RSUs vested (3,923) 7.72 Nonvested balance as of March 31, 2023 22,128 $ 5.28 As of March 31, 2023, unrecognized stock-based compensation expense related to these RSUs was $103.5 million which is expected to be recognized over the remaining weighted-average vesting period of approximately 2.82 years. During the three months ended March 31, 2023, the Company granted RSUs to its CFO that vest based on market conditions. These RSUs will vest and convert to common stock subject to the Company’s stock price reaching certain price targets for 20 days in any 30 day trading window. The fair value of these RSUs will be recognized over the requisite service period regardless of whether or not the RSUs ultimately vest and convert to common stock. The fair value of these market-based RSUs were measured on the grant date using a Monte Carlo simulation model based on the following assumptions: Common stock price $3.46 Expected term (in years) 4.00 Expected volatility 90.0 % Risk-free interest rate 3.8 % Expected dividend yield — Stock-Based Compensation Expense Total stock-based compensation expense for the three months ended March 31, 2023 and 2022 is as follows (in thousands): Three Months Ended March 31, 2023 2022 Sales and marketing $ 1,949 $ 490 Research and development 3,149 3,781 General and administrative 8,618 4,931 Total stock-based compensation expense $ 13,716 $ 9,202 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Compan y did not recognize a tax provision for the t hree months ended March 31, 2023 and recognized a tax provision of $0.1 million for the three months ended March 31, 2022. 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 | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE OF COMMON STOCK | NET LOSS PER SHARE OF COMMON STOCK 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 March 31, 2023 2022 Net loss $ (31,167) $ (20,079) Weighted-average shares outstanding – basic and diluted 139,669 80,806 Net loss per share – basic and diluted $ (0.22) $ (0.25) There are no common share equivalents that were dilutive for the three months ended March 31, 2023 and 2022. 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 March 31, 2023 2022 Private Warrants 5,167 14,750 Stock options 1,050 1,289 RSUs 22,128 4,515 Unvested Common Stock — 1,942 Total 28,345 22,496 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 March 31, 2023, as the underlying shares remain contingently issuable as the Earn-Out Triggering Events have not been satisfied. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Our principal commitments as of March 31, 2023 consisted primarily of obligations under operating leases, finance leases, deferred pensions, and issued purchase orders. Our non-cancelable purchase obligations as of March 31, 2023 totaled approximately $14.5 million . In connection with one of the Company’s licensing agreements, the Company agreed to make a refundable contribution to a customer in the amount up to $25.0 million during the period in which the customer constructs its first GESS. As of March 31, 2023, t he Company has contributed all $25.0 million. The refundable contribution will be returned to the Company upon the customer’s first GESS reaching substantial completion, subject to adjustment for potential liquidated damages if certain performance metrics are not met. 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 March 31, 2023, there was $82.3 million of letters of credit issued through the Company’s credit relationships. The Company is not aware of any material claims relating to its outstanding letters of credit. The Company’s restricted cash balance of $82.4 million as of March 31, 2023 primarily consists of cash held by banks as collateral for the Company’s 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 March 31, 2023, there were $197.2 million outstanding performance and payment bonds. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2022. The condensed consolidated balance sheet as of December 31, 2022, 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 March 31, 2023 and the Company’s results of operations and comprehensive loss, convertible preferred stock and stockholders’ equity activities, and the cash flows for the three months ended March 31, 2023 and 2022. The results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 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. 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 as of March 31, 2023. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements, in conformity with GAAP requires management to make estimates an d 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, revenue recognition, stock-based compensation, and valuation of warrant liability. Due to the inherent uncertainty invol ved in making assumptions and estimates, changes in circumstances 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 | 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. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, accounts receivable, and customer financings receivable. |
Recent Accounting Pronouncements | Recently Adopted 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 amended the impairment model to improve financial reporting by requiring earlier recognition of credit losses on certain financial assets. This standard replaces the previous incurred loss impairment model that recognized losses when a probable threshold was met, with a requirement to recognize lifetime expected credit |
REVERSE RECAPITALIZATION (Table
REVERSE RECAPITALIZATION (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Reverse Recapitalization [Abstract] | |
Schedule of Reverse Recapitalization | The number of shares of common stock issued following the consummation of the Merger was as follows (in thousands): Shares Legacy Energy Vault stock (1) 106,172 Novus public shares (2) 4,079 Novus sponsor shares (3) 3,975 PIPE shares 19,500 Total shares of Energy Vault common stock issued as part of the Merger 133,726 __________________ (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) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The Company recognized revenue for the product and service categories as follows for the three months ended March 31, 2023 and 2022 (amounts in thousands). Three Months Ended March 31, 2023 2022 Build and transfer energy storage products $ 11,273 $ — Licensing of intellectual property — 42,884 Other 149 — Total revenue $ 11,422 $ 42,884 |
Schedule of Contract Assets and Contract Liabilities | The following table provides information about contract assets and contract liabilities from contracts with customers. March 31, December 31, Refundable contribution $ 25,000 $ 25,000 Unbilled receivables 622 531 Retainage 4,621 3,447 Less allowance for credit losses (1,094) — Contract assets, net of allowance for credit losses $ 29,149 $ 28,978 Contract liabilities, current portion $ 86,027 $ 49,434 Contract liabilities, long-term portion 1,500 1,500 Total contract liabilities $ 87,527 $ 50,934 |
ALLOWANCE FOR CREDIT LOSSES (Ta
ALLOWANCE FOR CREDIT LOSSES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Credit Loss [Abstract] | |
Schedule of Activity in the Allowance for Credit Losses | Activity in the allowance for credit losses was as follows for the three months ended March 31, 2023 (amounts in thousands): Three Months Ended March 31, 2023 Accounts Receivable Contract Assets Customer Financing Receivable Total Allowance for credit losses, beginning of period $ — $ — $ — $ — Addition due to adoption of ASU 2016-13 81 1,063 1,220 2,364 Provision (benefit) for credit losses (71) 31 26 (14) Allowance for credit losses, end of period $ 10 $ 1,094 $ 1,246 $ 2,350 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities at Fair Value on a Recurring Basis | The Company’s financial assets and liabilities measured at fair value on a recurring basis were as follows as of March 31, 2023 and December 31, 2022, respectively (amounts in thousands): Level 1 Level 2 Level 3 Total Assets (Liabilities): Derivative asset — conversion option (1) — — 1,025 1,025 Warrant liability (2) — — (2) (2) __________________ (1) Refer to Note 8 - Convertible Note Receivable for further information. (2) Refer to Note 12 - Warrants for further information. |
CONVERTIBLE NOTE RECEIVABLE (Ta
CONVERTIBLE NOTE RECEIVABLE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
Schedule 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 March 31, 2023 2022 Beginning of period $ 1,025 $ 350 Additions — — Change in fair value — — End of period $ 1,025 $ 350 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | As of March 31, 2023 and December 31, 2022, property and equipment, net consisted of the following (amounts in thousands): March 31, December 31, Buildings $ 774 $ — Machinery and equipment 4,771 657 Finance lease right-of-use assets – vehicles 180 178 Furniture and IT equipment 1,157 815 Leasehold improvements 600 529 Construction in progress 7,857 1,268 Total property and equipment 15,339 3,447 Less: accumulated depreciation (555) (403) Property and equipment, net $ 14,784 $ 3,044 |
SUPPLEMENTAL BALANCE SHEETS D_2
SUPPLEMENTAL BALANCE SHEETS DETAIL (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Supplemental Balance Sheet Detail | (amounts in thousands) March 31, December 31, Other assets: Investment in equity securities (1) $ 15,000 $ 9,000 Convertible note receivable 2,125 2,080 Derivative asset — conversion option 1,025 1,025 Other 2,292 1,795 Total $ 20,442 $ 13,900 Lease liabilities, current portion: Operating leases $ 795 $ 787 Finance leases 30 38 Total $ 825 $ 825 Other long-term liabilities: Operating leases $ 512 $ 709 Finance leases 15 16 Warrant liability 2 2 Total $ 529 $ 727 __________________ (1) These equity securities do not have a readily determinable fair value and are recorded at cost, less any impairment, plus or minus adjustments related to observable transactions for the same or similar securities, with unrealized gains and losses included in earnings. As of March 31, 2023 and December 31, 2022, the carrying value of these equity securities was equal to its cost basis. |
WARRANTS (Tables)
WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Schedule of Public and Private Warrants Activities | The following table summarizes the Public and Private Warrants activities for the three months ended March 31, 2023 and 2022 (in thousands): Three Months Ended March 31, 2023 Public Warrants Private Warrants Total Warrants Beginning of period — 5,167 5,167 Warrants exercised — — — End of period — 5,167 5,167 Three Months Ended March 31, 2022 Public Warrants Private Warrants Total Warrants Warrants assumed upon the Closing of the Merger 9,583 5,167 14,750 Warrants exercised — — — End of period 9,583 5,167 14,750 |
Schedule of Public and Private Warrants Liabilities Fair Value | The following table presents the changes in the fair value of the Company’s warrant liability for the three months ended March 31, 2023 and 2022 (amounts in thousands): Three Months Ended March 31, 2023 Public Warrants Private Warrants Total Warrants Beginning of period $ — $ 2 $ 2 Change in fair value — — — End of period $ — $ 2 $ 2 Three Months Ended March 31, 2022 Public Warrants Private Warrants Total Warrants Warrant liability assumed upon the Closing of the Merger $ 12,938 $ 6,900 $ 19,838 Change in fair value 12,937 7,300 20,237 End of period $ 25,875 $ 14,200 $ 40,075 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | Stock option activity for the three months ended March 31, 2023 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, 2022 1,093 $ 0.79 8.10 $ 2,551 Stock options granted — — — — Stock options exercised (43) 0.80 — — Stock options forfeited, canceled, or expired — — — — Balance as of March 31, 2023 1,050 0.79 7.84 1,422 Options exercisable as of March 31, 2023 794 0.69 7.65 1,151 Options vested and expected to vest as of March 31, 2023 1,050 0.79 7.84 1,422 |
Schedule of Restricted Stock Units Activity | RSU activity for the three months ended March 31, 2023 was as follows (in thousands, except per share data): Share Weighted Average Grant Date Fair Value per Share Nonvested balance as of December 31, 2022 23,799 $ 5.87 RSUs granted 2,357 3.41 RSUs forfeited (105) 6.07 RSUs vested (3,923) 7.72 Nonvested balance as of March 31, 2023 22,128 $ 5.28 |
Schedule of Stock Option Awards Valuation Assumptions | The fair value of these market-based RSUs were measured on the grant date using a Monte Carlo simulation model based on the following assumptions: Common stock price $3.46 Expected term (in years) 4.00 Expected volatility 90.0 % Risk-free interest rate 3.8 % Expected dividend yield — |
Schedule of Stock-based Compensation Expense | Total stock-based compensation expense for the three months ended March 31, 2023 and 2022 is as follows (in thousands): Three Months Ended March 31, 2023 2022 Sales and marketing $ 1,949 $ 490 Research and development 3,149 3,781 General and administrative 8,618 4,931 Total stock-based compensation expense $ 13,716 $ 9,202 |
NET LOSS PER SHARE OF COMMON _2
NET LOSS PER SHARE OF COMMON STOCK (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule 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 March 31, 2023 2022 Net loss $ (31,167) $ (20,079) Weighted-average shares outstanding – basic and diluted 139,669 80,806 Net loss per share – basic and diluted $ (0.22) $ (0.25) |
Schedule 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 March 31, 2023 2022 Private Warrants 5,167 14,750 Stock options 1,050 1,289 RSUs 22,128 4,515 Unvested Common Stock — 1,942 Total 28,345 22,496 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Jan. 01, 2023 | |
Business Acquisition [Line Items] | ||||
Accumulated deficit | $ (180,796) | $ (147,265) | ||
Accounting Standards Update 2016-13 | ||||
Business Acquisition [Line Items] | ||||
Accumulated deficit | $ 2,400 | |||
Customer One | Accounts Receivable | Customer Concentration Risk | ||||
Business Acquisition [Line Items] | ||||
Concentration risk percentage | 86% | 78% | ||
Customer One | Contract With Customer Asset After Allowance For Credit Loss Member | Customer Concentration Risk | ||||
Business Acquisition [Line Items] | ||||
Concentration risk percentage | 100% | 100% | ||
Customer One | Revenue Benchmark | Customer Concentration Risk | ||||
Business Acquisition [Line Items] | ||||
Concentration risk percentage | 43% | 100% | ||
Customer Two | Accounts Receivable | Customer Concentration Risk | ||||
Business Acquisition [Line Items] | ||||
Concentration risk percentage | 14% | 16% | ||
Customer Two | Revenue Benchmark | Customer Concentration Risk | ||||
Business Acquisition [Line Items] | ||||
Concentration risk percentage | 39% | |||
Customer Three | Revenue Benchmark | Customer Concentration Risk | ||||
Business Acquisition [Line Items] | ||||
Concentration risk percentage | 16% |
REVERSE RECAPITALIZATION - Narr
REVERSE RECAPITALIZATION - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||
Feb. 11, 2022 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 shares | |
Business Acquisition [Line Items] | |||||
Proceeds from reverse recapitalization | $ | $ 235,900 | ||||
Cash, net of redemptions, held in Novus’ trust account | $ | 40,900 | ||||
Sale of stock, consideration received on transaction | $ | $ 195,000 | ||||
Shares price (in dollars per share) | $ / shares | $ 10 | ||||
Transaction costs | $ | $ 44,800 | $ 0 | $ 20,586 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common stock issued (in shares) | shares | 141,392,000 | 138,530,000 | |||
Common stock outstanding (in shares) | shares | 133,726,000 | 141,392,000 | 138,530,000 | ||
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 | $ | $ 191,100 | ||||
Consideration paid (in shares) | shares | 106,200,000 | ||||
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 | 141,392,000 | 133,633,000 | 138,530,000 | 20,432,000 | |
Common Stock | Redeemable Convertible Preferred Stock | |||||
Business Acquisition [Line Items] | |||||
Convertible preferred stock converted (in shares) | shares | 85,700,000 | ||||
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 |
REVERSE RECAPITALIZATION - Sche
REVERSE RECAPITALIZATION - Schedule of Reverse Recapitalization (Details) - shares | 3 Months Ended | ||||
Feb. 11, 2022 | Mar. 31, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||||
Common stock outstanding (in shares) | 133,726,000 | 141,392,000 | 138,530,000 | ||
Issuance of common stock upon the reverse recapitalization, net of transaction costs (in shares) | 19,500,000 | ||||
Warrants outstanding (in shares) | 14,700,000 | 14,750,000 | 5,167,000 | 5,167,000 | 14,750,000 |
Warrants issued (in shares) | 14,700,000 | ||||
Common Stock | |||||
Business Acquisition [Line Items] | |||||
Issuance of common stock upon the reverse recapitalization, net of transaction costs (in shares) | 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 | 9,583,000 | 0 | 0 | 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 | 5,167,000 |
Warrants issued (in shares) | 5,200,000 | ||||
Novus | Public Shares | |||||
Business Acquisition [Line Items] | |||||
Issuance of common stock upon the reverse recapitalization, net of transaction costs (in shares) | 4,079,000 | ||||
Novus | Sponsor Shares | |||||
Business Acquisition [Line Items] | |||||
Issuance of common stock upon the reverse recapitalization, net of transaction costs (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) | 106,172,000 |
REVENUE RECOGNITION - Recognize
REVENUE RECOGNITION - Recognized Revenue for Product and Service Categories (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 11,422 | $ 42,884 |
Build and transfer energy storage products | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 11,273 | 0 |
Licensing of intellectual property | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 42,884 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 149 | $ 0 |
REVENUE RECOGNITION - Narrative
REVENUE RECOGNITION - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligations | $ 319.8 |
Deferred revenue recognized in period | $ 11.3 |
REVENUE RECOGNITION - Contract
REVENUE RECOGNITION - Contract Assets and Contract Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Refundable contribution | $ 25,000 | $ 25,000 |
Unbilled receivables | 622 | 531 |
Retainage | 4,621 | 3,447 |
Less allowance for credit losses | (1,094) | 0 |
Contract assets, net of allowance for credit losses | 29,149 | 28,978 |
Contract with Customer, Liability [Abstract] | ||
Contract liabilities, current portion | 86,027 | 49,434 |
Contract liabilities, long-term portion | 1,500 | 1,500 |
Total contract liabilities | $ 87,527 | $ 50,934 |
ALLOWANCE FOR CREDIT LOSSES (De
ALLOWANCE FOR CREDIT LOSSES (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Allowance for credit losses, beginning of period | $ 0 | |
Addition due to adoption of ASU 2016-13 | 10 | $ 0 |
Provision (benefit) for credit losses | (71) | |
Allowance for credit losses, end of period | 10 | 0 |
Allowance for credit losses, beginning of period | 0 | |
Addition due to adoption of ASU 2016-13 | 1,094 | 0 |
Provision (benefit) for credit losses | 31 | |
Allowance for credit losses, end of period | 1,094 | 0 |
Allowance for credit losses, beginning of period | 0 | |
Provision (benefit) for credit losses | 26 | |
Allowance for credit losses, end of period | 1,246 | 0 |
Allowance for credit losses, beginning of period | 0 | |
Addition due to adoption of ASU 2016-13 | 2,350 | 0 |
Provision (benefit) for credit losses | (14) | |
Allowance for credit losses, end of period | 2,350 | $ 0 |
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2016-13 | |
Accounting Standards Update 2016-13 | ||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Allowance for credit losses, beginning of period | 81 | |
Addition due to adoption of ASU 2016-13 | $ 81 | |
Allowance for credit losses, end of period | 81 | |
Allowance for credit losses, beginning of period | 1,063 | |
Addition due to adoption of ASU 2016-13 | 1,063 | |
Allowance for credit losses, end of period | 1,063 | |
Allowance for credit losses, beginning of period | 1,220 | |
Allowance for credit losses, end of period | 1,220 | |
Allowance for credit losses, beginning of period | $ 2,364 | |
Addition due to adoption of ASU 2016-13 | 2,364 | |
Allowance for credit losses, end of period | $ 2,364 |
ALLOWANCE FOR CREDIT LOSSES - N
ALLOWANCE FOR CREDIT LOSSES - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Credit Loss [Abstract] | ||
Financing receivable amortized cost | $ 10 | $ 9.8 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis (Details) - Recurring basis $ in Thousands | Mar. 31, 2023 USD ($) |
Derivative asset — conversion option | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Assets | $ 1,025 |
Warrant liability | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Liabilities | (2) |
Level 1 | Derivative asset — conversion option | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Assets | 0 |
Level 1 | Warrant liability | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Liabilities | 0 |
Level 2 | Derivative asset — conversion option | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Assets | 0 |
Level 2 | Warrant liability | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Liabilities | 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 |
Level 3 | Warrant liability | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Liabilities | $ (2) |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
May 31, 2019 | Mar. 31, 2023 | Mar. 31, 2022 | |
Note payable agreement | Shareholder lender | |||
Related Party Transaction [Line Items] | |||
Transaction amount | $ 1,500 | ||
Related Party Engineering Design And Civil Tolerance Code Calculation Support Member | Executive Officer's Family Member | |||
Related Party Transaction [Line Items] | |||
Transaction amount | $ 100 | $ 100 | |
Prototype construction labor costs | Employee's Family Member | |||
Related Party Transaction [Line Items] | |||
Transaction amount | 100 | 100 | |
Consulting fees | Executive Officer | |||
Related Party Transaction [Line Items] | |||
Transaction amount | 100 | $ 16 | |
Related Party Marketing and Sales Costs | Director | |||
Related Party Transaction [Line Items] | |||
Transaction amount | $ 400 |
CONVERTIBLE NOTE RECEIVABLE - N
CONVERTIBLE NOTE RECEIVABLE - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Oct. 31, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Apr. 30, 2022 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Maximum loss exposure | $ 3,000,000 | |||
Convertible Notes Receivable | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Principal balance of promissory note | $ 1,000,000 | $ 2,000,000 | ||
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 | $ 20,000,000 | |||
Note converted into equity securities at discount price | 20% | |||
Interest income | $ 100,000 | $ 16,000 | ||
Amortization of debt discount | $ 44,000 | $ 8,000 | ||
DG Fuels Tranche 1 Note | Convertible Notes Receivable | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Fair value of embedded derivative asset | $ 400,000 | |||
DG Fuels Tranche 2 Note | Convertible Notes Receivable | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Fair value of embedded derivative asset | $ 700,000 |
CONVERTIBLE NOTE RECEIVABLE - R
CONVERTIBLE NOTE RECEIVABLE - Reconciliation of Embedded Derivative Beginning and Ending Asset Balance (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 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 | 0 |
Change in fair value | 0 | 0 |
Balance at the end | $ 1,025 | $ 350 |
PROPERTY AND EQUIPMENT, NET- Sc
PROPERTY AND EQUIPMENT, NET- Schedule of Property and Equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||
Finance lease right-of-use assets – vehicles | $ 180 | $ 178 | |
Property and equipment and finance lease right-of-use asset, before accumulated depreciation | 15,339 | 3,447 | |
Less: accumulated depreciation | (555) | (403) | |
Property and equipment, net | 14,784 | 3,044 | |
Depreciation | 200 | $ 1,200 | |
Buildings | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 774 | 0 | |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 4,771 | 657 | |
Furniture and IT equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 1,157 | 815 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 600 | 529 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 7,857 | $ 1,268 |
SUPPLEMENTAL BALANCE SHEETS D_3
SUPPLEMENTAL BALANCE SHEETS DETAIL (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Other assets: | ||
Investment in equity securities | $ 15,000 | $ 9,000 |
Convertible note receivable | 2,125 | 2,080 |
Derivative asset — conversion option | 1,025 | 1,025 |
Other | 2,292 | 1,795 |
Total | 20,442 | 13,900 |
Lease liabilities, current portion: | ||
Operating leases | 795 | 787 |
Finance leases | 30 | 38 |
Total | 825 | 825 |
Other long-term liabilities: | ||
Operating leases | 512 | 709 |
Other long-term liabilities | 15 | 16 |
Warrant liability | 2 | 2 |
Other long-term liabilities | $ 529 | $ 727 |
STOCKHOLDERS_ EQUITY - Narrativ
STOCKHOLDERS’ EQUITY - Narrative (Details) shares in Millions | Feb. 11, 2022 shares |
Redeemable Convertible Preferred Stock | |
Class of Stock [Line Items] | |
Conversion of stock, shares converted (in shares) | 12.7 |
Preferred stock exchange ratio | 6.7735 |
Common Stock | |
Class of Stock [Line Items] | |
Issue of new common stock shares (in shares) | 27.6 |
Conversion of stock, shares converted (in shares) | 3 |
Conversion of stock, new shares issued (in shares) | 106.2 |
WARRANTS - Narrative (Details)
WARRANTS - Narrative (Details) - $ / shares | Feb. 11, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Mar. 08, 2022 | Dec. 31, 2021 |
Class of Warrant or Right [Line Items] | ||||||
Warrants outstanding (in shares) | 14,700,000 | 5,167,000 | 5,167,000 | 14,750,000 | 14,750,000 | |
Number of shares per warrant (in shares) | 1 | |||||
Warrant exercise price per share (in dollars per share) | $ 11.50 | |||||
Warrant expiration period | 5 years | |||||
Number of shares to be issued upon warrant exercise (in shares) | 14,700,000 | |||||
Public Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants outstanding (in shares) | 9,600,000 | 0 | 0 | 9,583,000 | 9,583,000 | |
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 | 5,167,000 | |
Private Warrants | Level 3 | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrant exercise price per share (in dollars per share) | $ 0.01 |
WARRANTS - Warrants Rollforward
WARRANTS - Warrants Rollforward (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Warrant Rollforward [Roll Forward] | ||
Beginning of period (in shares) | 5,167,000 | 14,750,000 |
Warrants exercised (in shares) | 0 | 0 |
End of period (in shares) | 5,167,000 | 14,750,000 |
Public Warrants | ||
Warrant Rollforward [Roll Forward] | ||
Beginning of period (in shares) | 0 | 9,583,000 |
Warrants exercised (in shares) | 0 | 0 |
End of period (in shares) | 0 | 9,583,000 |
Private Warrants | ||
Warrant Rollforward [Roll Forward] | ||
Beginning of period (in shares) | 5,167,000 | 5,167,000 |
Warrants exercised (in shares) | 0 | 0 |
End of period (in shares) | 5,167,000 | 5,167,000 |
WARRANTS - Warrants Liabilities
WARRANTS - Warrants Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Warrant Rollforward [Roll Forward] | ||
Change in fair value | $ 0 | $ 20,237 |
Recurring basis | ||
Warrant Rollforward [Roll Forward] | ||
Beginning of period | 2 | 19,838 |
Change in fair value | 0 | 20,237 |
End of period | 2 | 40,075 |
Public Warrants | Recurring basis | ||
Warrant Rollforward [Roll Forward] | ||
Beginning of period | 0 | 12,938 |
Change in fair value | 0 | 12,937 |
End of period | 0 | 25,875 |
Private Warrants | Recurring basis | ||
Warrant Rollforward [Roll Forward] | ||
Beginning of period | 2 | 6,900 |
Change in fair value | 0 | 7,300 |
End of period | $ 2 | $ 14,200 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 USD ($) integer shares | Dec. 31, 2020 | Dec. 31, 2017 | Dec. 31, 2022 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of training days to achieve target price | 20 days | |||
Number of training days | integer | 30 | |||
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unamortized stock-based compensation expense | $ | $ 0.6 | |||
Stock-based compensation expense expected recognized period | 2 years 6 months 18 days | |||
Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense expected recognized period | 2 years 9 months 25 days | |||
Unrecognized stock-based compensation expense | $ | $ 103.5 | |||
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 | |||
Annual shares authorized increase, percent of outstanding shares | 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 | |||
Twenty Twenty Two Equity Inducement Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares of common stock reserved (in shares) | 8,000,000 | |||
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 | |||
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) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Number of Options | ||
Number of options, beginning balance (in shares) | 1,093 | |
Number of options, stock options granted (in shares) | 0 | |
Number of options, stock options exercised (in shares) | (43) | |
Number of options, stock options forfeited, canceled, or expired (in shares) | 0 | |
Number of options, ending balance (in shares) | 1,050 | 1,093 |
Number of options, options exercisable (in shares) | 794 | |
Number of options, options vested and expected to vest (in shares) | 1,050 | |
Weighted Average Exercise Price Per Share | ||
Weighted average exercise price per share, beginning balance (in dollars per share) | $ 0.79 | |
Weighted average exercise price per share, stock options granted (in dollars per share) | 0 | |
Weighted average exercise price per share, stock options exercised (in dollars per share) | 0.80 | |
Weighted average exercise price per share, stock options forfeited, canceled, or expired (in dollars per share) | 0 | |
Weighted average exercise price per share, ending balance (in dollars per share) | 0.79 | $ 0.79 |
Weighted average exercise price per share, options exercisable (in dollars per share) | 0.69 | |
Weighted average exercise price per share, options vested and expected to vest (in dollars per share) | $ 0.79 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted average remaining contractual term (in years) | 7 years 10 months 2 days | 8 years 1 month 6 days |
Weighted average remaining contractual term (in years), options exercisable | 7 years 7 months 24 days | |
Weighted average remaining contractual term (in years), options vested and expected to vest | 7 years 10 months 2 days | |
Aggregate intrinsic value, beginning balance | $ 2,551 | |
Aggregate intrinsic value, ending balance | 1,422 | $ 2,551 |
Aggregate intrinsic value, options exercisable | 1,151 | |
Aggregate intrinsic value, options vested and expected to vest | $ 1,422 |
STOCK-BASED COMPENSATION - Rest
STOCK-BASED COMPENSATION - Restricted Stock Units Activity (Details) - Restricted stock units shares in Thousands | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Share | |
Beginning balance (in shares) | shares | 23,799 |
RSUs granted (in shares) | shares | 2,357 |
RSUs forfeited (in shares) | shares | (105) |
RSUs vested (in shares) | shares | (3,923) |
Ending balance (in shares) | shares | 22,128 |
Weighted Average Grant Date Fair Value per Share | |
Beginning balance (in dollars per share) | $ / shares | $ 5.87 |
RSUs granted (in dollars per share) | $ / shares | 3.41 |
RSUs forfeited (in dollars per share) | $ / shares | 6.07 |
RSUs vested (in dollars per share) | $ / shares | 7.72 |
Ending balance (in dollars per share) | $ / shares | $ 5.28 |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of Stock Option Awards Valuation Assumptions (Details) - Restricted stock units | 3 Months Ended |
Mar. 31, 2023 $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Common stock price (in dollars per share) | $ 3.46 |
Expected term (in years) | 4 years |
Expected volatility | 90% |
Risk-free interest rate | 3.80% |
Expected dividend yield | 0% |
STOCK-BASED COMPENSATION - St_2
STOCK-BASED COMPENSATION - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 13,716 | $ 9,202 |
Sales and marketing | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 1,949 | 490 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 3,149 | 3,781 |
General and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 8,618 | $ 4,931 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Provision for income taxes | $ 0 | $ 128,000 |
NET LOSS PER SHARE OF COMMON _3
NET LOSS PER SHARE OF COMMON STOCK - Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Net loss | $ (31,167) | $ (20,079) |
Net loss | $ (31,167) | $ (20,079) |
Common Stock | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Weighted-average shares outstanding – basic (in shares) | 139,669 | 80,806 |
Weighted average shares of outstanding — diluted (in shares) | 139,669 | 80,806 |
Net loss per share — basic (in dollars per share) | $ (0.22) | $ (0.25) |
Net loss per share — diluted (in dollars per share) | $ (0.22) | $ (0.25) |
NET LOSS PER SHARE OF COMMON _4
NET LOSS PER SHARE OF COMMON STOCK - Narrative (Details) - Common Stock - shares | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Feb. 11, 2022 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||
Number of dilutive shares (in shares) | 0 | 0 | |
Number of earn-out shares (in shares) | 9,000,000 | 9,000,000 |
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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 28,345 | 22,496 |
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 | 14,750 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,050 | 1,289 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 22,128 | 4,515 |
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 | 1,942 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Purchase obligation | $ 14,500 | |
Total refundable contributions to be made | 25,000 | |
Refundable contribution | 25,000 | $ 25,000 |
Letters of credit issued | 82,300 | |
Restricted cash | 82,417 | $ 83,145 |
Outstanding performance and payment bonds | $ 197,200 |