Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 03, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
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 $0.0001 per share | |
Trading Symbol | NRGV | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 148,850,450 | |
Entity Central Index Key | 0001828536 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current Assets | ||
Cash and cash equivalents | $ 135,773 | $ 109,923 |
Restricted cash | 1,011 | 35,632 |
Accounts receivable, net of allowance for credit losses of $23 and $69 as of March 31, 2024 and December 31, 2023, respectively | 1,335 | 27,189 |
Contract assets, net of allowance for credit losses of $1,041 and $1,113 as of March 31, 2024 and December 31, 2023, respectively | 51,328 | 84,873 |
Inventory | 415 | 415 |
Customer financing receivable, current portion, net of allowance for credit losses of $375 and $375 as of March 31, 2024 and December 31, 2023, respectively | 2,625 | 2,625 |
Advances to suppliers | 5,307 | 8,294 |
Assets held for sale | 6,281 | 6,111 |
Prepaid expenses and other current assets | 3,618 | 4,520 |
Total current assets | 207,693 | 279,582 |
Property and equipment, net | 47,440 | 31,043 |
Intangible assets, net | 2,491 | 1,786 |
Operating lease right-of-use assets | 1,436 | 1,700 |
Customer financing receivable, long-term portion, net of allowance for credit losses of $986 and $957 as of March 31, 2024 and December 31, 2023, respectively | 6,899 | 6,698 |
Investments | 17,365 | 17,295 |
Other assets | 2,541 | 2,649 |
Total Assets | 285,865 | 340,753 |
Current Liabilities | ||
Accounts payable | 52,564 | 21,165 |
Accrued expenses | 15,353 | 85,042 |
Contract liabilities, current portion | 1,495 | 4,923 |
Lease liabilities, current portion | 427 | 724 |
Total current liabilities | 69,839 | 111,854 |
Deferred pension obligation | 1,629 | 1,491 |
Contract liabilities, long-term portion | 0 | 1,500 |
Other long-term liabilities | 2,138 | 2,115 |
Total liabilities | 73,606 | 116,960 |
Commitments and contingencies | ||
Stockholders’ Equity | ||
Preferred stock, $0.0001 par value; 5,000 shares authorized, none issued | 0 | 0 |
Common stock, $0.0000 par value; 500,000 shares authorized, 147,868 and 146,577 issued and outstanding at March 31, 2024 and December 31, 2023, respectively | 15 | 15 |
Additional paid-in capital | 482,955 | 473,271 |
Accumulated deficit | (269,211) | (248,072) |
Accumulated other comprehensive loss | (1,500) | (1,421) |
Total stockholders’ equity | 212,259 | 223,793 |
Total Liabilities and Stockholders’ Equity | $ 285,865 | $ 340,753 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Accounts receivable allowance for credit loss | $ 23 | $ 69 |
Contract assets allowance for credit loss | 1,041 | 1,113 |
Customer financing receivable, current portion, allowance for credit loss | 375 | 375 |
Customer financing receivable, long-term portion, allowance for credit loss | $ 986 | $ 957 |
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) | 147,868,000 | 146,577,000 |
Common stock outstanding (in shares) | 147,868,000 | 146,577,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) shares in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenue | $ 7,759,000 | $ 11,422,000 |
Cost of revenue | 5,691,000 | 9,003,000 |
Gross profit | 2,068,000 | 2,419,000 |
Operating expenses: | ||
Sales and marketing | 4,170,000 | 4,574,000 |
Research and development | 6,966,000 | 11,178,000 |
General and administrative | 15,264,000 | 19,400,000 |
Depreciation and amortization | 295,000 | 209,000 |
Loss from operations | (24,627,000) | (32,942,000) |
Other income (expense): | ||
Interest expense | (8,000) | (1,000) |
Interest income | 1,826,000 | 1,935,000 |
Other income (expense), net | 1,670,000 | (159,000) |
Loss before income taxes | (21,139,000) | (31,167,000) |
Provision for income taxes | 0 | 0 |
Net loss | $ (21,139,000) | $ (31,167,000) |
Net loss per share — basic (in dollars per share) | $ (0.14) | $ (0.22) |
Net loss per share — diluted (in dollars per share) | $ (0.14) | $ (0.22) |
Weighted average shares of outstanding — basic (in shares) | 147,019 | 139,669 |
Weighted average shares of outstanding — diluted (in shares) | 147,019 | 139,669 |
Other comprehensive income (loss) — net of tax | ||
Actuarial (loss) gain on pension | $ (231,000) | $ 164,000 |
Foreign currency translation gain | 152,000 | 121,000 |
Total other comprehensive (loss) income | (79,000) | 285,000 |
Total comprehensive loss | $ (21,218,000) | $ (30,882,000) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | 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, 2022 | 138,530 | ||||||
Beginning balance at Dec. 31, 2022 | $ 287,713 | $ (2,364) | $ 14 | $ 435,852 | $ (147,265) | $ (2,364) | $ (888) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Exercise of stock options (in shares) | 43 | ||||||
Exercise of stock options | 35 | 35 | |||||
Stock based compensation | 13,716 | 13,716 | |||||
Vesting of restricted stock units (“RSUs”), net of shares withheld for payroll taxes (in shares) | 2,819 | ||||||
Vesting of restricted stock units (“RSUs”), net of shares withheld for payroll taxes | (3,733) | (3,733) | |||||
Net loss | (31,167) | (31,167) | |||||
Actuarial (loss) gain on pension | 164 | 164 | |||||
Foreign currency translation gain | 121 | 121 | |||||
Ending balance (in shares) at Mar. 31, 2023 | 141,392 | ||||||
Ending balance at Mar. 31, 2023 | $ 264,485 | $ 14 | 445,870 | (180,796) | (603) | ||
Beginning balance (in shares) at Dec. 31, 2023 | 146,577 | 146,577 | |||||
Beginning balance at Dec. 31, 2023 | $ 223,793 | $ 15 | 473,271 | (248,072) | (1,421) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Exercise of stock options (in shares) | 0 | ||||||
Stock based compensation | $ 9,684 | 9,684 | |||||
Vesting of restricted stock units (“RSUs”), net of shares withheld for payroll taxes (in shares) | 1,291 | ||||||
Vesting of restricted stock units (“RSUs”), net of shares withheld for payroll taxes | 0 | ||||||
Net loss | (21,139) | (21,139) | |||||
Actuarial (loss) gain on pension | (231) | (231) | |||||
Foreign currency translation gain | $ 152 | 152 | |||||
Ending balance (in shares) at Mar. 31, 2024 | 147,868 | 147,868 | |||||
Ending balance at Mar. 31, 2024 | $ 212,259 | $ 15 | $ 482,955 | $ (269,211) | $ (1,500) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash Flows From Operating Activities | ||
Net loss | $ (21,139) | $ (31,167) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 295 | 209 |
Non-cash interest income | (375) | (334) |
Stock based compensation | 9,684 | 13,716 |
Benefit for credit losses | (89) | (14) |
Foreign exchange losses | 60 | 170 |
Change in operating assets | 59,725 | (35,504) |
Change in operating liabilities | (47,214) | (17,848) |
Net cash provided by (used in) operating activities | 947 | (70,772) |
Cash Flows From Investing Activities | ||
Purchase of property and equipment | (8,598) | (11,635) |
Purchase of property and equipment held for sale | (170) | 0 |
Purchase of equity securities | 0 | (6,000) |
Net cash used in investing activities | (8,768) | (17,635) |
Cash Flows From Financing Activities | ||
Proceeds from exercise of stock options | 0 | 35 |
Repayment of insurance premium financings | (358) | 0 |
Payment of taxes related to net settlement of equity awards | (297) | (800) |
Payment of finance lease obligations | (23) | (10) |
Net cash used in financing activities | (678) | (775) |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (272) | (27) |
Net decrease in cash, cash equivalents, and restricted cash | (8,771) | (89,209) |
Cash, cash equivalents, and restricted cash – beginning of the period | 145,555 | 286,182 |
Cash, cash equivalents, and restricted cash – end of the period | 136,784 | 196,973 |
Less: Restricted cash at end of period | 1,011 | 82,417 |
Cash and cash equivalents - end of period | 135,773 | 114,556 |
Supplemental Disclosures of Cash Flow Information: | ||
Income taxes paid | 0 | 0 |
Cash paid for interest | 8 | 1 |
Supplemental Disclosures of Non-Cash Investing and Financing Information: | ||
Actuarial (loss) gain on pension | (231) | 164 |
Property and equipment financed through accounts payable and accrued expenses | 4,798 | 4,021 |
Assets acquired on finance lease | $ 60 | $ 0 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | ORGANIZATION AND DESCRIPTION OF BUSINESS Energy Vault Holdings, Inc., which together with its subsidiaries is referred to herein as “Energy Vault” or the “Company”, develops and deploys utility-scale energy storage solutions designed to aid in the global transition to a clean energy future. The Company’s mission is to provide energy storage solutions to accelerate the global transition to renewable energy. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared on an accrual basis of accounting in accordance with United States Generally Accepted Accounting Principles (“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, 2023. The condensed consolidated balance sheet as of December 31, 2023, 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, 2024 and the Company’s results of operations and comprehensive loss, stockholders’ equity activities, and the cash flows for the three months ended March 31, 2024 and 2023. The results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 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. 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 and stock-based compensation. 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 and Other Risks 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, 2024, one customer accounted for 87% of accounts receivable and as of December 31, 2023, one customer accounted for 92% of accounts receivable. As of March 31, 2024 and December 31, 2023 , one custo mer accounted for 100% of the customer financing receivable. Revenue from two customers accounted for 80% and 14% of total revenue, respectively, for the three months ended March 31, 2024 and re venue from three customers accounted for 43%, 39%, and 16% of total revenue, respectively, for the three months ended March 31, 2023. 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 2023 Annual Report on Form 10-K filed with the SE C on March 13, 2024. The re have not been any significant changes to these policies during the three months ended March 31, 2024. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 and 2023 (amounts in thousands). Three Months Ended March 31, 2024 2023 Build and transfer energy storage products $ 7,386 $ 11,273 Other 373 149 Total revenue $ 7,759 $ 11,422 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, 2024, the amount of the Company’s remaining performance obligations was $137.5 million. The Company generally expects to recognize approximately 3% of the remaining performance obligations as revenue over the next 12 months and the remainder more than 12 months from March 31, 2024. 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 21,624 55,241 Retainage 5,745 5,745 Less allowance for credit losses (1,041) (1,113) Contract assets, net of allowance for credit losses $ 51,328 $ 84,873 Contract liabilities, current portion $ 1,495 $ 4,923 Contract liabilities, long-term portion — 1,500 Total contract liabilities $ 1,495 $ 6,423 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, 2024 | |
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, 2024 and 2023 (amounts in thousands): Three Months Ended March 31, 2024 Accounts Receivable Contract Assets Customer Financing Receivable Total Allowance for credit losses, beginning of period $ 69 $ 1,113 $ 1,332 $ 2,514 Provision (benefit) for credit losses (46) (72) 29 (89) Allowance for credit losses, end of period $ 23 $ 1,041 $ 1,361 $ 2,425 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 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 bonds as published by Moody’s. The Company uses PD and LGD rates that correspond to the customer’s credit rating and period of time in which the financial asset is expected to remain outstanding. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Carrying amounts of certain financial instruments, including cash, accounts payable, and accrued expenses 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, 2024 and December 31, 2023, 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) __________________ (1) Refer to Note 7 - Investments for further information. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2024 | |
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 was owned by one of its primary shareholders. The deposit and order were received before the owner of the customer became one of the Company’s primary shareholders and the deposit was recognized in the line item, contract liabilities, long-term portion, in the condensed consolidated balance sheet as of December 31, 2023. During the three months ended March 31, 2024, the Company concluded it was no longer obligated to provide a gravity-based system to the customer and that the deposit was nonrefundable. As a result, the Company derecognized the $1.5 million liability and recognized it as a gain within the line item, other income (expense), net, in the condensed consolidated statements of operations during the three months ended March 31, 2024. During the three months ended March 31, 2024 and 2023, the Company paid contracted engineering, design, and civil tolerance code calculation support fees of $0.1 million and $0.1 million, res pectively, to an immediate family member of an executive officer. The Company retains all intellectual property as part of these services. |
INVESTMENTS
INVESTMENTS | 3 Months Ended |
Mar. 31, 2024 | |
Receivables [Abstract] | |
INVESTMENTS | INVESTMENTS The following table provides a reconciliation of investments to the Company’s condensed consolidated balance sheets (amounts in thousands): March 31, December 31, Investment in equity securities $ 15,000 $ 15,000 Convertible note receivable 2,365 2,295 $ 17,365 $ 17,295 Investment in Equity Securities In November 2022, the Company purchased $9.0 million of equity securities in KORE Power, Inc. (“KORE”), a U.S. manufacturer of battery cells and modules. In February 2023, the Company purchased an additional $6.0 million of equity securities, increasing the Company’s total investment in KORE to $15.0 million. 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, 2024 and December 31, 2023, the carrying value of these equity securities was equal to its cost basis. 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 from the DG Fuels Note of $0.1 million for the three months ended March 31, 2024 and $0.1 million for the three months ended March 31, 2023. Interest income related to the amortization of the debt discount was $0.1 million for the three months ended March 31, 2024 and $44 thousand for the three months ended March 31, 2023. The derivative financial instrument is recorded in other assets in the condensed consolidated balance sheets. At each reporting period, the Company remeasures this derivative financial instrument to its estimated fair value. The change in the estimated fair value is recorded in other income (expense), net in the consolidated statement of operations and comprehensive loss. For the three and three months ended March 31, 2024 and 2023, 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, 2024 2023 Beginning of period $ 1,025 $ 1,025 Additions — — Change in fair value — — End of period $ 1,025 $ 1,025 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | PROPERTY AND EQUIPMENT, NET As of March 31, 2024 and December 31, 2023, property and equipment, net consisted of the following (amounts in thousands): March 31, December 31, Land $ 226 $ 226 Buildings 774 774 Machinery and equipment 11,707 9,330 Finance lease right-of-use assets – vehicles 187 187 Furniture and IT equipment 1,454 1,474 Leasehold improvements 700 702 Construction in progress 34,641 20,095 Total property and equipment 49,689 32,788 Less: accumulated depreciation and amortization (2,249) (1,745) Property and equipment, net $ 47,440 $ 31,043 For the three months ended March 31, 2024 and 2023, depreciation and amortization related to property and equipment was $0.2 million and $0.2 million , respe ctively. The increases in machinery and equipment and construction in progress primarily relate to the energy storage systems being constructed in Snyder, Texas and Calistoga, California. |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | INTANGIBLE ASSETS, NET Intangible assets are stated at amortized cost and consist of the following (amounts in thousands): March 31, 2024 December 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Capitalized software to be sold $ 2,573 $ (82) $ 2,491 $ 1,786 $ — $ 1,786 Once a software application is available for general release and is placed in service, the Company amortizes the capitalized costs on a product basis by the greater of the straight-line method over the estimated economic life of the product, or the ratio that current gross revenues for a product bear to the total current and anticipated future gross revenues for that product. The useful life for our external-use software development costs is five years. Amortization expense for the three months ended March 31, 2024 and 2023 was $0.1 million and $—, respectively. Future amortization expense for intangible assets is estimated as follows (amounts in thousands): Amount Remainder of 2024 $ 247 2025 329 2026 329 2027 329 2028 329 Subtotal 1,563 Software projects in process 928 Total $ 2,491 |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT In July 2023, the Company entered into a financing agreement related to premiums under certain insurance policies. The Company is obligated to repay the lender an aggregate sum of $1.1 million through nine equal monthly payments, at an annual interest rate of 7.0%, commencing on July 15, 2023. In September 2023, the Company entered into a financing agreement related to premiums under certain insurance policies. The Company is obligated to repay the lender an aggregate sum of $0.2 million through four equal monthly payments, at an annual interest rate of 7.0%, commencing on September 15, 2023. |
SUPPLEMENTAL BALANCE SHEETS DET
SUPPLEMENTAL BALANCE SHEETS DETAIL | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SUPPLEMENTAL BALANCE SHEETS DETAIL | SUPPLEMENTAL BALANCE SHEETS DETAIL (amounts in thousands) March 31, December 31, Prepaid and other current assets: Prepaid expenses $ 2,223 $ 3,131 Tax refund receivable 1,341 1,359 Other 54 30 Total $ 3,618 $ 4,520 Other assets: Derivative asset — conversion option $ 1,025 $ 1,025 Other 1,516 1,624 Total $ 2,541 $ 2,649 Accrued expenses: Professional fees $ 4,635 $ 4,522 Accrued purchases 7,338 71,932 Employee costs 1,664 5,985 Taxes payable 106 733 Accrued project loss 614 591 Insurance premium financings — 358 Warranty accrual 983 894 Other 13 27 Total $ 15,353 $ 85,042 Lease liabilities, current portion: Operating leases $ 391 $ 697 Finance leases 36 27 Total $ 427 $ 724 Other long-term liabilities: Operating leases $ 984 $ 1,044 Asset retirement obligation 17 52 Warranty accrual 1,022 924 Finance leases 113 93 Warrant liability 2 2 Total $ 2,138 $ 2,115 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2024 | |
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 Incentive Plan”). The 2022 Incentive 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 Incentive Plan. The initial number of shares of the Company’s common stock reserved for issuance under the 2022 Incentive 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 Incentive 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 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, 2024 was 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, 2023 5,807 $ 1.71 6.37 $ 3,605 Stock options granted — — — — Stock options exercised — — — — Stock options forfeited, canceled, or expired (4) 0.80 — — Balance as of March 31, 2024 5,803 1.71 6.15 815 Options exercisable as of March 31, 2024 689 0.71 6.32 744 Options vested and expected to vest as of March 31, 2024 5,803 1.71 6.15 815 As of March 31, 2024, total unrecognized stock-based compensation expense related to unvested awards that are expected to vest was $5.1 million. The weighted-average period over which such stock-based compensation expense will be recognized is approximately 2.07 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, 2024. Restricted Stock Units RSU activity for the three months ended March 31, 2024 was as follows (in thousands, except per share data): Number of RSUs Weighted Average Grant Date Fair Value per Share Nonvested balance as of December 31, 2023 19,029 $ 4.55 RSUs granted 7,409 1.73 RSUs forfeited (307) 3.24 RSUs vested (2,110) 4.45 Nonvested balance as of March 31, 2024 24,021 $ 3.71 As of March 31, 2024, unrecognized stock-based compensation expense related to these RSUs w as $74.3 million which is expected to be recognized over the remaining weighted-average vesting period of approximately 2.10 years. Stock-Based Compensation Expense Total stock-based compensation expense for the three months ended March 31, 2024 and 2023 is as follows (in thousands): Three Months Ended March 31, 2024 2023 Sales and marketing $ 1,715 $ 1,949 Research and development 2,227 3,149 General and administrative 5,742 8,618 Total stock-based compensation expense $ 9,684 $ 13,716 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company did not recog nize any tax provision for the three months ended March 31, 2024 and 2023. 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, 2024 | |
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, 2024 2023 Net loss $ (21,139) $ (31,167) Weighted-average shares outstanding – basic and diluted 147,019 139,669 Net loss per share – basic and diluted $ (0.14) $ (0.22) There were no common share equivalents that were dilutive for th e three mo nths ended March 31, 2024 and 2023. 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 for th e three mo nths ended March 31, 2024 and 2023 (amounts in thousands): Three Months Ended March 31, 2024 2023 Private warrants 5,167 5,167 Stock options 5,803 1,050 RSUs 24,021 22,128 Total 34,991 28,345 In connection with the reverse recapitalization in 2022, eligible Energy Vault stockholders immediately prior to the closing of the transaction obtained a contingent right to receive 9.0 million shares of the Company’s common stock (“Earn-Out Shares”) upon the Company’s common stock quoted on the NYSE equaling or exceeding certain specified prices for any 20 trading days within a 30 consecutive day trading period (“Earn-Out Triggering Event”). 9.0 million of common stock equivalents subject to the Earn-Out Shares are excluded from the anti-dilutive table above as of March 31, 2024, 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, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Our principal commitments as of March 31, 2024 consisted primarily of obligations under operating leases, finance leases, deferred pensions, warranty obligations, and issued purchase orders. Our non-cancelable purchase obligations as of March 31, 2024 totaled approximately $0.4 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, 2024, t he Company has contributed all $25.0 million, which is included within the line item, contract assets, in the condensed consolidated balance sheets. 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. Loss Contingencies: In the ordinary course of business, the Company is regularly subject to various legal proceedings. The Company has identified certain legal matters where the Company believes an unfavorable outcome is not probable and, therefore, no reserve has been established. Although the Company currently believes that resolving claims against the Company, including claims where an unfavorable outcome is reasonably possible, will not have a material impact on the Company’s business, financial position, results of operations, or cash flows, these matters are subject to inherent uncertainties and the Company’s view of these matters may change in the future. Assurance Warranty Obligations: The Company provides a limited warranty to its battery energy storage system (“BESS”) customers assuring that the BESSs are free from defects. The Company’s limited warranties are generally for a period of two years after the substantial completion date of a project. These warranties are considered assurance-type warranties which provide a guarantee of quality of the products. For assurance-type warranties, the Company records an estimate of future warranty costs over the period of construction. Warranty costs are recorded as a component of cost of revenue in the Company’s consolidated statements of operations. As of March 31, 2024 and 2023, the Company accrued the below estimated warranty liabilities, respectively (amounts in thousands): Three Months Ended March 31, 2024 2023 Warranty balance, beginning of period $ 1,818 $ — Accruals for warranties issued — — Change in estimates 243 — Settlements (56) — Warranty balance, end of period $ 2,005 $ — The key inputs and assumptions used in calculating the estimated warranty liability are reviewed by management each reporting period. The Company may make additional adjustments to the estimated warranty liability based on a comparison of actual warranty results to expected results for significant differences or based on performance trends or other qualitative factors. If actual failure rates or replacement costs differ from our estimates in future periods, changes to these estimates may be required, resulting in increases or decreases in the estimated warranty liability, which may be material. 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, 2024, there was $22.7 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 $1.0 million as of March 31, 2024 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, 2024, there were $28.6 million outstanding performance and payment bonds. Other Bonds : In the ordinary course of business, Energy Vault is required to obtain other bonds, such as for insurance and government payments. These bonds provide a guarantee that the Company will post the necessary reserves as required by banks and tax or licensing authorities. Additionally, bonds are issued to banks as support for letters of credit provided by those banks. As of March 31, 2024, there were $28.8 million of outstanding other bonds. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net loss | $ (21,139) | $ (31,167) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared on an accrual basis of accounting in accordance with United States Generally Accepted Accounting Principles (“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, 2023. The condensed consolidated balance sheet as of December 31, 2023, 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, 2024 and the Company’s results of operations and comprehensive loss, stockholders’ equity activities, and the cash flows for the three months ended March 31, 2024 and 2023. The results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any interim period or for any other future year. |
Principles of Consolidation | Principles of Consolidation These unaudited interim condensed consolidated financial statements include Energy Vault Holdings, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements, in conformity with GAAP requires management to make estimates 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 and stock-based compensation. 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 Reporting |
Concentration of Credit and Other Risks | Concentration of Credit and Other Risks 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. |
Fair Value Measurements | Carrying amounts of certain financial instruments, including cash, accounts payable, and accrued expenses 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 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 and 2023 (amounts in thousands). Three Months Ended March 31, 2024 2023 Build and transfer energy storage products $ 7,386 $ 11,273 Other 373 149 Total revenue $ 7,759 $ 11,422 |
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 21,624 55,241 Retainage 5,745 5,745 Less allowance for credit losses (1,041) (1,113) Contract assets, net of allowance for credit losses $ 51,328 $ 84,873 Contract liabilities, current portion $ 1,495 $ 4,923 Contract liabilities, long-term portion — 1,500 Total contract liabilities $ 1,495 $ 6,423 |
ALLOWANCE FOR CREDIT LOSSES (Ta
ALLOWANCE FOR CREDIT LOSSES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 and 2023 (amounts in thousands): Three Months Ended March 31, 2024 Accounts Receivable Contract Assets Customer Financing Receivable Total Allowance for credit losses, beginning of period $ 69 $ 1,113 $ 1,332 $ 2,514 Provision (benefit) for credit losses (46) (72) 29 (89) Allowance for credit losses, end of period $ 23 $ 1,041 $ 1,361 $ 2,425 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, 2024 | |
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, 2024 and December 31, 2023, 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) __________________ (1) Refer to Note 7 - Investments for further information. |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Receivables [Abstract] | |
Schedule of Investments | The following table provides a reconciliation of investments to the Company’s condensed consolidated balance sheets (amounts in thousands): March 31, December 31, Investment in equity securities $ 15,000 $ 15,000 Convertible note receivable 2,365 2,295 $ 17,365 $ 17,295 |
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, 2024 2023 Beginning of period $ 1,025 $ 1,025 Additions — — Change in fair value — — End of period $ 1,025 $ 1,025 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | As of March 31, 2024 and December 31, 2023, property and equipment, net consisted of the following (amounts in thousands): March 31, December 31, Land $ 226 $ 226 Buildings 774 774 Machinery and equipment 11,707 9,330 Finance lease right-of-use assets – vehicles 187 187 Furniture and IT equipment 1,454 1,474 Leasehold improvements 700 702 Construction in progress 34,641 20,095 Total property and equipment 49,689 32,788 Less: accumulated depreciation and amortization (2,249) (1,745) Property and equipment, net $ 47,440 $ 31,043 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets are stated at amortized cost and consist of the following (amounts in thousands): March 31, 2024 December 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Capitalized software to be sold $ 2,573 $ (82) $ 2,491 $ 1,786 $ — $ 1,786 |
Schedule of Future Amortization Expense for Intangible Assets | Future amortization expense for intangible assets is estimated as follows (amounts in thousands): Amount Remainder of 2024 $ 247 2025 329 2026 329 2027 329 2028 329 Subtotal 1,563 Software projects in process 928 Total $ 2,491 |
SUPPLEMENTAL BALANCE SHEETS D_2
SUPPLEMENTAL BALANCE SHEETS DETAIL (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Supplemental Balance Sheet Detail | (amounts in thousands) March 31, December 31, Prepaid and other current assets: Prepaid expenses $ 2,223 $ 3,131 Tax refund receivable 1,341 1,359 Other 54 30 Total $ 3,618 $ 4,520 Other assets: Derivative asset — conversion option $ 1,025 $ 1,025 Other 1,516 1,624 Total $ 2,541 $ 2,649 Accrued expenses: Professional fees $ 4,635 $ 4,522 Accrued purchases 7,338 71,932 Employee costs 1,664 5,985 Taxes payable 106 733 Accrued project loss 614 591 Insurance premium financings — 358 Warranty accrual 983 894 Other 13 27 Total $ 15,353 $ 85,042 Lease liabilities, current portion: Operating leases $ 391 $ 697 Finance leases 36 27 Total $ 427 $ 724 Other long-term liabilities: Operating leases $ 984 $ 1,044 Asset retirement obligation 17 52 Warranty accrual 1,022 924 Finance leases 113 93 Warrant liability 2 2 Total $ 2,138 $ 2,115 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | Stock option activity for the three months ended March 31, 2024 was 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, 2023 5,807 $ 1.71 6.37 $ 3,605 Stock options granted — — — — Stock options exercised — — — — Stock options forfeited, canceled, or expired (4) 0.80 — — Balance as of March 31, 2024 5,803 1.71 6.15 815 Options exercisable as of March 31, 2024 689 0.71 6.32 744 Options vested and expected to vest as of March 31, 2024 5,803 1.71 6.15 815 |
Schedule of Restricted Stock Units Activity | RSU activity for the three months ended March 31, 2024 was as follows (in thousands, except per share data): Number of RSUs Weighted Average Grant Date Fair Value per Share Nonvested balance as of December 31, 2023 19,029 $ 4.55 RSUs granted 7,409 1.73 RSUs forfeited (307) 3.24 RSUs vested (2,110) 4.45 Nonvested balance as of March 31, 2024 24,021 $ 3.71 |
Schedule of Stock-Based Compensation Expense | Total stock-based compensation expense for the three months ended March 31, 2024 and 2023 is as follows (in thousands): Three Months Ended March 31, 2024 2023 Sales and marketing $ 1,715 $ 1,949 Research and development 2,227 3,149 General and administrative 5,742 8,618 Total stock-based compensation expense $ 9,684 $ 13,716 |
NET LOSS PER SHARE OF COMMON _2
NET LOSS PER SHARE OF COMMON STOCK (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 2023 Net loss $ (21,139) $ (31,167) Weighted-average shares outstanding – basic and diluted 147,019 139,669 Net loss per share – basic and diluted $ (0.14) $ (0.22) |
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 for th e three mo nths ended March 31, 2024 and 2023 (amounts in thousands): Three Months Ended March 31, 2024 2023 Private warrants 5,167 5,167 Stock options 5,803 1,050 RSUs 24,021 22,128 Total 34,991 28,345 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Warranty Liability | As of March 31, 2024 and 2023, the Company accrued the below estimated warranty liabilities, respectively (amounts in thousands): Three Months Ended March 31, 2024 2023 Warranty balance, beginning of period $ 1,818 $ — Accruals for warranties issued — — Change in estimates 243 — Settlements (56) — Warranty balance, end of period $ 2,005 $ — |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - segment | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Business Acquisition [Line Items] | |||
Number of operating segments | 1 | ||
Number of reportable segments | 1 | ||
Customer One | Accounts Receivable | Customer Concentration Risk | |||
Business Acquisition [Line Items] | |||
Concentration risk percentage | 87% | 92% | |
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 | 80% | 43% | |
Customer Two | Revenue Benchmark | Customer Concentration Risk | |||
Business Acquisition [Line Items] | |||
Concentration risk percentage | 14% | 39% | |
Customer Three | Revenue Benchmark | Customer Concentration Risk | |||
Business Acquisition [Line Items] | |||
Concentration risk percentage | 16% |
REVENUE RECOGNITION - Recognize
REVENUE RECOGNITION - Recognized Revenue for Product and Service Categories (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 7,759 | $ 11,422 |
Build and transfer energy storage products | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 7,386 | 11,273 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 373 | $ 149 |
REVENUE RECOGNITION - Narrative
REVENUE RECOGNITION - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Performance obligation and deferred transaction price | $ 137.5 | |
Deferred revenue recognized in period | $ 0.5 | $ 11.3 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, remaining performance obligation, percentage | 3% | |
Revenue, remaining performance obligation, period | 12 months | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-04-01 | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, remaining performance obligation, period | 12 months |
REVENUE RECOGNITION - Contract
REVENUE RECOGNITION - Contract Assets and Contract Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Revenue from Contract with Customer [Abstract] | ||
Refundable contribution | $ 25,000 | $ 25,000 |
Unbilled receivables | 21,624 | 55,241 |
Retainage | 5,745 | 5,745 |
Less allowance for credit losses | (1,041) | (1,113) |
Contract assets, net of allowance for credit losses | 51,328 | 84,873 |
Contract with Customer, Liability [Abstract] | ||
Contract liabilities, current portion | 1,495 | 4,923 |
Contract liabilities, long-term portion | 0 | 1,500 |
Total contract liabilities | $ 1,495 | $ 6,423 |
ALLOWANCE FOR CREDIT LOSSES - S
ALLOWANCE FOR CREDIT LOSSES - Schedule of Activity in the Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2022 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Allowance for credit losses, beginning of period | $ 69 | $ 0 | |
Provision (benefit) for credit losses | (46) | (71) | |
Allowance for credit losses, end of period | 23 | 10 | $ 0 |
Allowance for credit losses, beginning of period | 1,113 | 0 | |
Provision (benefit) for credit losses | (72) | 31 | |
Allowance for credit losses, end of period | 1,041 | 1,094 | 0 |
Allowance for credit losses, beginning of period | 1,332 | 0 | |
Provision (benefit) for credit losses | 29 | 26 | |
Allowance for credit losses, end of period | 1,361 | 1,246 | 0 |
Allowance for credit losses, beginning of period | 2,514 | 0 | |
Provision (benefit) for credit losses | (89) | (14) | |
Allowance for credit losses, end of period | 2,425 | 2,350 | 0 |
Allowance For credit loss | $ 2,425 | 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 | ||
Allowance for credit losses, end of period | $ 81 | ||
Allowance for credit losses, beginning of period | 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 | ||
Allowance for credit losses, end of period | 2,364 | ||
Allowance For credit loss | $ 2,364 |
ALLOWANCE FOR CREDIT LOSSES - N
ALLOWANCE FOR CREDIT LOSSES - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Credit Loss [Abstract] | ||
Financing receivable amortized cost | $ 10.9 | $ 10.7 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - Recurring Basis $ in Thousands | Mar. 31, 2024 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 | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | |||
Contract liabilities, long-term portion | $ 0 | $ 1,500 | |
Other income | 1,670 | $ (159) | |
Shareholder Lender | |||
Related Party Transaction [Line Items] | |||
Other income | 1,500 | ||
Note Payable Agreement | Shareholder Lender | |||
Related Party Transaction [Line Items] | |||
Contract liabilities, long-term portion | 1,500 | ||
Related Party Engineering Design and Civil Tolerance Code Calculation Support | Executive Officer's Family Member | |||
Related Party Transaction [Line Items] | |||
Transaction amount | 100 | 100 | |
Related Party Marketing and Sales Costs | Director | |||
Related Party Transaction [Line Items] | |||
Transaction amount | $ 200 | $ 400 |
INVESTMENTS - Schedule of Inves
INVESTMENTS - Schedule of Investments (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Investments, Debt and Equity Securities [Abstract] | ||
Investment in equity securities | $ 15,000 | $ 15,000 |
Convertible note receivable | 2,365 | 2,295 |
Investments | $ 17,365 | $ 17,295 |
INVESTMENTS - Narrative (Detail
INVESTMENTS - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
Feb. 28, 2023 | Nov. 30, 2022 | Oct. 31, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | Apr. 30, 2022 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Purchase of equity securities | $ 0 | $ 6,000 | ||||
Interest income | 1,826 | 1,935 | ||||
Convertible Notes Receivable | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Principal balance of promissory note | $ 1,000 | $ 2,000 | ||||
Maturity date description | The maturity date of the DG Fuels Note is the earlier of (i) 30 days after a demand for payment is made by the Company at any time after the two year anniversary of the date of issuance of the note; (ii) the four year anniversary of the date of issuance of the note; (iii) five days following a Financial Close (“Financial Close” means a project finance style closing by DG Fuels or its subsidiary of debt and equity capital to finance the construction of that certain biofuel facility currently under development by DG Fuels), or (iv) upon an event of default determined at the discretion of the Company. | |||||
Maturity date, number of days after demand for payment following two year anniversary | 30 days | |||||
Maturity date, four years after issuance | 4 years | |||||
Maturity date, number of days after a Financial Close | 5 days | |||||
Annual interest rate (in percent) | 10% | |||||
Note converted into equity securities | $ 20,000 | |||||
Note converted into equity securities at discount price | 20% | |||||
Interest income | $ 100 | 100 | ||||
Amortization of debt discount | $ 100 | $ 44 | ||||
Convertible Notes Receivable | DG Fuels Tranche 1 Note | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Fair value of embedded derivative asset | $ 400 | |||||
Convertible Notes Receivable | DG Fuels Tranche 2 Note | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Fair value of embedded derivative asset | $ 700 | |||||
KORE | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Purchase of equity securities | $ 6,000 | $ 9,000 | ||||
Equity securities | $ 15,000 |
INVESTMENTS - Reconciliation of
INVESTMENTS - Reconciliation of Embedded Derivative Beginning and Ending Asset Balance (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Balance at the beginning | $ 1,025 | $ 1,025 |
Additions | 0 | 0 |
Change in fair value | 0 | 0 |
Balance at the end | $ 1,025 | $ 1,025 |
PROPERTY AND EQUIPMENT, NET- Sc
PROPERTY AND EQUIPMENT, NET- Schedule of Property and Equipment, net (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Finance lease right-of-use assets – vehicles | $ 187 | $ 187 |
Total property and equipment | 49,689 | 32,788 |
Less: accumulated depreciation and amortization | (2,249) | (1,745) |
Property and equipment, net | 47,440 | 31,043 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 226 | 226 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 774 | 774 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 11,707 | 9,330 |
Furniture and IT equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 1,454 | 1,474 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 700 | 702 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 34,641 | $ 20,095 |
PROPERTY AND EQUIPMENT, NET- Na
PROPERTY AND EQUIPMENT, NET- Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 0.2 | $ 0.2 |
INTANGIBLE ASSETS, NET - Schedu
INTANGIBLE ASSETS, NET - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Gross Carrying Amount | $ 2,573 | $ 1,786 |
Accumulated Amortization | (82) | 0 |
Net Carrying Amount | $ 2,491 | $ 1,786 |
INTANGIBLE ASSETS, NET - Narrat
INTANGIBLE ASSETS, NET - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
External-use software development costs, useful life (in years) | 5 years | |
Amortization expense | $ 0.1 | $ 0 |
INTANGIBLE ASSETS, NET - Future
INTANGIBLE ASSETS, NET - Future Amortization Expense for Intangible Assets (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2024 | $ 247 |
2025 | 329 |
2026 | 329 |
2027 | 329 |
2028 | 329 |
Subtotal | 1,563 |
Software projects in process | 928 |
Total | $ 2,491 |
DEBT (Details)
DEBT (Details) - Premiums Financing Agreement - USD ($) $ in Millions | Dec. 31, 2023 | Sep. 30, 2023 | Jul. 31, 2023 |
Short-Term Debt [Line Items] | |||
Debt instrument, face amount | $ 0.2 | $ 1.1 | |
Annual interest rate (in percent) | 7% | 7% | |
Insurance premium financings | $ 0.4 |
SUPPLEMENTAL BALANCE SHEETS D_3
SUPPLEMENTAL BALANCE SHEETS DETAIL (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Prepaid and other current assets: | ||
Prepaid expenses | $ 2,223 | $ 3,131 |
Tax refund receivable | 1,341 | 1,359 |
Other | 54 | 30 |
Total | 3,618 | 4,520 |
Other assets: | ||
Derivative asset — conversion option | 1,025 | 1,025 |
Other | 1,516 | 1,624 |
Total | 2,541 | 2,649 |
Accrued expenses: | ||
Professional fees | 4,635 | 4,522 |
Accrued purchases | 7,338 | 71,932 |
Employee costs | 1,664 | 5,985 |
Taxes payable | 106 | 733 |
Accrued project loss | 614 | 591 |
Insurance premium financings | 0 | 358 |
Warranty accrual | 983 | 894 |
Other | 13 | 27 |
Total | 15,353 | 85,042 |
Lease liabilities, current portion: | ||
Operating leases | 391 | 697 |
Finance leases | 36 | 27 |
Total | $ 427 | $ 724 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Total | Total |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Total | Total |
Other long-term liabilities: | ||
Operating leases | $ 984 | $ 1,044 |
Asset retirement obligation | 17 | 52 |
Warranty accrual | 1,022 | 924 |
Finance leases | 113 | 93 |
Warrant liability | 2 | 2 |
Total | $ 2,138 | $ 2,115 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Total | Total |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Total | Total |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Dec. 31, 2020 | Dec. 31, 2017 | Dec. 31, 2022 | |
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unamortized stock-based compensation expense related to unvested | $ 5.1 | |||
Stock-based compensation expense expected recognized period | 2 years 25 days | |||
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense expected recognized period | 2 years 1 month 6 days | |||
Unrecognized stock-based compensation expense related to RSUs | $ 74.3 | |||
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% | |||
2017 Stock Incentive Plan | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 1 year | |||
2017 Stock Incentive Plan | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 4 years | |||
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% | |||
2020 Stock Incentive Plan | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 1 year | |||
2020 Stock Incentive Plan | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 4 years | |||
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 | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Annual shares authorized increase, board of directors decision (in shares) | 0 | |||
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 |
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, 2024 | Dec. 31, 2023 | |
Number of Options | ||
Number of options, beginning balance (in shares) | 5,807 | |
Number of options, stock options granted (in shares) | 0 | |
Number of options, stock options exercised (in shares) | 0 | |
Number of options, stock options forfeited, canceled, or expired (in shares) | (4) | |
Number of options, ending balance (in shares) | 5,803 | 5,807 |
Number of options, options exercisable (in shares) | 689 | |
Number of options, options vested and expected to vest (in shares) | 5,803 | |
Weighted Average Exercise Price Per Share | ||
Weighted average exercise price per share, beginning balance (in dollars per share) | $ 1.71 | |
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 | |
Weighted average exercise price per share, stock options forfeited, canceled, or expired (in dollars per share) | 0.80 | |
Weighted average exercise price per share, ending balance (in dollars per share) | 1.71 | $ 1.71 |
Weighted average exercise price per share, options exercisable (in dollars per share) | 0.71 | |
Weighted average exercise price per share, options vested and expected to vest (in dollars per share) | $ 1.71 | |
Weighted Average Remaining Contractual Term (in years) | ||
Weighted average remaining contractual term (in years) | 6 years 1 month 24 days | 6 years 4 months 13 days |
Weighted average remaining contractual term (in years), options exercisable | 6 years 3 months 25 days | |
Weighted average remaining contractual term (in years), options vested and expected to vest | 6 years 1 month 24 days | |
Aggregate Intrinsic Value | ||
Aggregate intrinsic value, beginning balance | $ 3,605 | |
Aggregate intrinsic value, stock options exercised | 0 | |
Aggregate intrinsic value, ending balance | 815 | $ 3,605 |
Aggregate intrinsic value, options exercisable | 744 | |
Aggregate intrinsic value, options vested and expected to vest | $ 815 |
STOCK-BASED COMPENSATION - Rest
STOCK-BASED COMPENSATION - Restricted Stock Units Activity (Details) - Restricted stock units shares in Thousands | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Number of RSUs | |
Beginning balance (in shares) | shares | 19,029 |
RSUs granted (in shares) | shares | 7,409 |
RSUs forfeited (in shares) | shares | (307) |
RSUs vested (in shares) | shares | (2,110) |
Ending balance (in shares) | shares | 24,021 |
Weighted Average Grant Date Fair Value per Share | |
Beginning balance (in dollars per share) | $ / shares | $ 4.55 |
RSUs granted (in dollars per share) | $ / shares | 1.73 |
RSUs forfeited (in dollars per share) | $ / shares | 3.24 |
RSUs vested (in dollars per share) | $ / shares | 4.45 |
Ending balance (in dollars per share) | $ / shares | $ 3.71 |
STOCK-BASED COMPENSATION - St_2
STOCK-BASED COMPENSATION - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 9,684 | $ 13,716 |
Sales and marketing | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 1,715 | 1,949 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 2,227 | 3,149 |
General and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 5,742 | $ 8,618 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Provision for income taxes | $ 0 | $ 0 |
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, 2024 | Mar. 31, 2023 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (21,139) | $ (31,167) |
Net loss | $ (21,139) | $ (31,167) |
Weighted-average shares outstanding – basic (in shares) | 147,019 | 139,669 |
Weighted average shares of outstanding — diluted (in shares) | 147,019 | 139,669 |
Net loss per share — basic (in dollars per share) | $ (0.14) | $ (0.22) |
Net loss per share — diluted (in dollars per share) | $ (0.14) | $ (0.22) |
NET LOSS PER SHARE OF COMMON _4
NET LOSS PER SHARE OF COMMON STOCK - Narrative (Details) - shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||
Number of dilutive shares (in shares) | 0 | ||
Common Stock | |||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||
Number of dilutive shares (in shares) | 0 | ||
Number of earn-out shares (in shares) | 9,000,000 | 9,000,000 | |
Contingent right, Earn-Out Shares, threshold trading days | 20 days | ||
Contingent right, Earn-Out Shares, threshold consecutive trading days | 30 days |
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, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 34,991 | 28,345 |
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 | 5,167 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 5,803 | 1,050 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 24,021 | 22,128 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Commitments and Contingencies Disclosure [Abstract] | ||
Purchase obligation | $ 400 | |
Total refundable contributions to be made | 25,000 | |
Refundable contribution | 25,000 | $ 25,000 |
Letters of credit issued | 22,700 | |
Restricted cash | 1,011 | $ 35,632 |
Outstanding performance and payment bonds | 28,600 | |
Bonds outstanding, other | $ 28,800 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Warranty Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Warranty balance, beginning of period | $ 1,818 | $ 0 |
Accruals for warranties issued | 0 | 0 |
Change in estimates | 243 | 0 |
Settlements | (56) | 0 |
Warranty balance, end of period | $ 2,005 | $ 0 |