Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 04, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2022 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-40209 | |
Entity Registrant Name | Heliogen, Inc. | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0001840292 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-4204953 | |
Entity Address, Address Line One | 130 West Union Street | |
Entity Address, City or Town | Pasadena | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 91103 | |
City Area Code | 626 | |
Local Phone Number | 720-4530 | |
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 | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 191,442,304 | |
Common stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common stock, $0.0001 par value per share | |
Trading Symbol | HLGN | |
Security Exchange Name | NYSE | |
Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for shares of Common stock at an exercise price of $11.50 per share | |
Trading Symbol | HLGN.W | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
ASSETS | ||
Cash and cash equivalents | $ 35,444 | $ 190,081 |
Restricted cash | 655 | 0 |
Investments, available-for-sale (amortized cost of $129,344 and $32,349, respectively) | 124,034 | 32,332 |
Receivables | 6,585 | 3,896 |
Prepaid and other current assets | 6,121 | 874 |
Total current assets | 172,839 | 227,183 |
Operating lease right-of-use assets | 15,165 | 16,093 |
Property, plant, and equipment, net of accumulated depreciation of $2,012 and $707, respectively | 10,092 | 4,102 |
Goodwill | 926 | 4,204 |
Intangible assets, net of accumulated amortization of $579 and $27, respectively | 3,232 | 147 |
Restricted cash | 1,500 | 1,500 |
Other long-term assets | 13,809 | 4,219 |
Total assets | 217,563 | 257,448 |
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||
Trade payables | 2,335 | 4,645 |
Contract liabilities | 8,540 | 513 |
Contract loss provisions | 30,526 | 397 |
Accrued expenses and other current liabilities | 7,410 | 6,974 |
Total current liabilities | 48,811 | 12,529 |
Debt | 22 | 35 |
Operating lease liabilities, net of current portion | 14,361 | 14,183 |
Warrant liability | 1,885 | 14,563 |
Other long-term liabilities | 1,233 | 2,080 |
Total liabilities | 66,312 | 43,390 |
Commitments and contingencies (see Note 9) | ||
Convertible preferred stock – $0.0001 par value; 10,000,000 shares authorized and no shares outstanding as of September 30, 2022 and December 31, 2021 | 0 | 0 |
Shareholders’ equity | ||
Common stock, $0.0001 par value; 500,000,000 shares authorized; 191,269,480 shares issued and outstanding (excluding restricted shares of 135,271) as of September 30, 2022 and 183,367,037 shares issued and outstanding (excluding restricted shares of 481,301) as of December 31, 2021 | 19 | 18 |
Additional paid-in capital | 425,851 | 380,624 |
Accumulated other comprehensive loss | (1,025) | (4) |
Accumulated deficit | (273,594) | (166,580) |
Total shareholders’ equity | 151,251 | 214,058 |
Total liabilities, convertible preferred stock and shareholders’ equity | $ 217,563 | $ 257,448 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Amortized cost | $ 129,344 | $ 32,349 |
Accumulated depreciation | 2,012 | 707 |
Intangible assets, accumulated amortization | $ 579 | $ 27 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 191,269,480 | 183,367,037 |
Common stock, shares outstanding | 191,269,480 | 183,367,037 |
Restricted shares | ||
Unvested equity instrument outstanding (in shares) | 135,271 | 481,301 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues | ||||
Services revenue | $ 1,367,000 | $ 2,202,000 | $ 4,375,000 | $ 3,563,000 |
Grant revenue | 1,733,000 | 0 | 4,656,000 | 0 |
Total revenue | 3,100,000 | 2,202,000 | 9,031,000 | 3,563,000 |
Cost of revenue: | ||||
Cost of services revenue (excluding depreciation and amortization) | 1,690,000 | 1,375,000 | 5,668,000 | 2,736,000 |
Cost of grant revenue | 1,733,000 | 0 | 4,656,000 | 0 |
Provision for contract losses | 0 | 0 | 33,737,000 | 0 |
Total cost of revenue | 3,423,000 | 1,375,000 | 44,061,000 | 2,736,000 |
Gross profit (loss) | (323,000) | 827,000 | (35,030,000) | 827,000 |
Operating expenses: | ||||
Selling, general, and administrative | 18,268,000 | 8,687,000 | 60,733,000 | 15,099,000 |
Research and development | 11,168,000 | 4,618,000 | 26,448,000 | 8,891,000 |
Total operating expenses | 29,436,000 | 13,305,000 | 87,181,000 | 23,990,000 |
Operating loss | (29,759,000) | (12,478,000) | (122,211,000) | (23,163,000) |
Interest income, net | 259,000 | 197,000 | 666,000 | 407,000 |
SAFE instruments remeasurement | 0 | (15,533,000) | 0 | (62,993,000) |
Gain (loss) on warrant remeasurement | 369,000 | (322,000) | 12,679,000 | (2,604,000) |
Other income (expense), net | 1,256,000 | (140,000) | 1,071,000 | (312,000) |
Net loss before taxes | (27,875,000) | (28,276,000) | (107,795,000) | (88,665,000) |
Income tax benefit | 46,000 | 0 | 781,000 | 0 |
Net loss | (27,829,000) | (28,276,000) | (107,014,000) | (88,665,000) |
Other comprehensive income (loss), net of taxes | ||||
Unrealized (losses) gains on available-for-sale securities | (18,000) | 7,000 | (524,000) | (7,000) |
Cumulative translation adjustment | (173,000) | (57,000) | (497,000) | (57,000) |
Total comprehensive loss | $ (28,020,000) | $ (28,326,000) | $ (108,035,000) | $ (88,729,000) |
Loss per share: | ||||
Loss per share – Basic (in dollars per share) | $ (0.14) | $ (2.45) | $ (0.57) | $ (8.32) |
Loss per share – Diluted (in dollars per share) | $ (0.14) | $ (2.45) | $ (0.57) | $ (8.32) |
Weighted average number of shares outstanding – Basic | 192,580,125 | 11,545,919 | 188,827,770 | 10,650,897 |
Weighted average number of shares outstanding – Diluted | 192,580,125 | 11,545,919 | 188,827,770 | 10,650,897 |
Revenue from Contract with Customer, Product and Service [Extensible Enumeration] | Service [Member] | Service [Member] | Service [Member] | Service [Member] |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Convertible Preferred Stock and Shareholders’ Equity (Deficit) - USD ($) $ in Thousands | Total | Initially reported | Retroactive application of exchange ratio | Common stock | Common stock Initially reported | Common stock Retroactive application of exchange ratio | Additional paid in capital | Additional paid in capital Initially reported | Additional paid in capital Retroactive application of exchange ratio | Accumulated other comprehensive loss | Accumulated other comprehensive loss Initially reported | Accumulated other comprehensive loss Retroactive application of exchange ratio | Accumulated deficit | Accumulated deficit Initially reported | Accumulated deficit Retroactive application of exchange ratio |
Temporary equity, beginning balance (in shares) at Dec. 31, 2020 | 117,886,982 | 58,554,536 | 59,332,446 | ||||||||||||
Temporary equity, beginning balance at Dec. 31, 2020 | $ 45,932 | $ 45,932 | $ 0 | ||||||||||||
Temporary equity, ending balance (in shares) at Sep. 30, 2021 | 117,886,982 | ||||||||||||||
Temporary equity, ending balance at Sep. 30, 2021 | $ 45,932 | ||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 8,160,828 | 4,053,489 | 4,107,339 | ||||||||||||
Beginning balance at Dec. 31, 2020 | (27,862) | $ (27,862) | $ 0 | $ 1 | $ 4 | $ (3) | $ 1,309 | $ 1,306 | $ 3 | $ 0 | $ 0 | $ 0 | $ (29,172) | $ (29,172) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net loss | (88,665) | (88,665) | |||||||||||||
Other comprehensive loss | (64) | (64) | |||||||||||||
Share-based compensation | 2,049 | 2,049 | |||||||||||||
Shares issued for stock options exercised (in shares) | 3,626,266 | ||||||||||||||
Shares issued for stock options exercised | 355 | $ 1 | 354 | ||||||||||||
Shares issued for stock warrants exercised (in shares) | 199,315 | ||||||||||||||
Shares issued for stock warrants exercised | 30 | 30 | |||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 11,986,409 | ||||||||||||||
Ending balance at Sep. 30, 2021 | $ (114,157) | $ 2 | 3,742 | (64) | (117,837) | ||||||||||
Temporary equity, beginning balance (in shares) at Jun. 30, 2021 | 117,886,982 | ||||||||||||||
Temporary equity, beginning balance at Jun. 30, 2021 | $ 45,932 | ||||||||||||||
Temporary equity, ending balance (in shares) at Sep. 30, 2021 | 117,886,982 | ||||||||||||||
Temporary equity, ending balance at Sep. 30, 2021 | $ 45,932 | ||||||||||||||
Beginning balance (in shares) at Jun. 30, 2021 | 10,684,355 | ||||||||||||||
Beginning balance at Jun. 30, 2021 | (87,440) | $ 1 | 2,134 | (14) | (89,561) | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net loss | (28,276) | (28,276) | |||||||||||||
Other comprehensive loss | (50) | (50) | |||||||||||||
Share-based compensation | 1,485 | 1,485 | |||||||||||||
Shares issued for stock options exercised (in shares) | 1,302,054 | ||||||||||||||
Shares issued for stock options exercised | 124 | $ 1 | 123 | ||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 11,986,409 | ||||||||||||||
Ending balance at Sep. 30, 2021 | $ (114,157) | $ 2 | 3,742 | (64) | (117,837) | ||||||||||
Temporary equity, beginning balance (in shares) at Dec. 31, 2021 | 0 | ||||||||||||||
Temporary equity, beginning balance at Dec. 31, 2021 | $ 0 | ||||||||||||||
Temporary equity, ending balance (in shares) at Sep. 30, 2022 | 0 | ||||||||||||||
Temporary equity, ending balance at Sep. 30, 2022 | $ 0 | ||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 183,367,037 | ||||||||||||||
Beginning balance at Dec. 31, 2021 | 214,058 | $ 18 | 380,624 | (4) | (166,580) | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net loss | (107,014) | (107,014) | |||||||||||||
Other comprehensive loss | (1,021) | (1,021) | |||||||||||||
Share-based compensation (in shares) | 971,954 | ||||||||||||||
Share-based compensation | 34,478 | 34,478 | |||||||||||||
Shares issued for stock options exercised (in shares) | 6,930,479 | ||||||||||||||
Shares issued for stock options exercised | 1,057 | $ 1 | 1,056 | ||||||||||||
Shares issued for stock warrants exercised (in shares) | 10 | ||||||||||||||
Issuance of warrants in connection with vendor agreements | 134 | 134 | |||||||||||||
Issuance of warrants in connection with customer agreements | 9,559 | 9,559 | |||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 191,269,480 | ||||||||||||||
Ending balance at Sep. 30, 2022 | $ 151,251 | $ 19 | 425,851 | (1,025) | (273,594) | ||||||||||
Temporary equity, beginning balance (in shares) at Jun. 30, 2022 | 0 | ||||||||||||||
Temporary equity, beginning balance at Jun. 30, 2022 | $ 0 | ||||||||||||||
Temporary equity, ending balance (in shares) at Sep. 30, 2022 | 0 | ||||||||||||||
Temporary equity, ending balance at Sep. 30, 2022 | $ 0 | ||||||||||||||
Beginning balance (in shares) at Jun. 30, 2022 | 190,093,226 | ||||||||||||||
Beginning balance at Jun. 30, 2022 | 168,946 | $ 19 | 415,526 | (834) | (245,765) | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net loss | (27,829) | (27,829) | |||||||||||||
Other comprehensive loss | (191) | (191) | |||||||||||||
Share-based compensation (in shares) | 723,878 | ||||||||||||||
Share-based compensation | 9,972 | 9,972 | |||||||||||||
Shares issued for stock options exercised (in shares) | 452,376 | ||||||||||||||
Shares issued for stock options exercised | 142 | 142 | |||||||||||||
Issuance of warrants in connection with vendor agreements | 80 | 80 | |||||||||||||
Issuance of warrants in connection with customer agreements | 131 | 131 | |||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 191,269,480 | ||||||||||||||
Ending balance at Sep. 30, 2022 | $ 151,251 | $ 19 | $ 425,851 | $ (1,025) | $ (273,594) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (107,014) | $ (88,665) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2,289 | 272 |
Share-based compensation | 34,478 | 2,049 |
SAFE instruments remeasurement | 0 | 62,993 |
Change in fair value of warrants | (12,679) | 2,604 |
Change in fair value of contingent consideration | (1,063) | 0 |
Deferred income taxes | (781) | 0 |
Non-cash operating lease expense | 1,199 | 0 |
Other non-cash operating activities | 90 | 947 |
Changes in assets and liabilities: | ||
Receivables | (2,778) | (140) |
Prepaid and other current assets | (1,706) | 1,170 |
Other long-term assets | 392 | (3,864) |
Trade payables | (1,061) | 1,347 |
Accrued expenses and other current liabilities | 1,128 | 1,921 |
Contract liabilities | 8,535 | 1,660 |
Contract loss provisions | 30,235 | 0 |
Operating lease liabilities | (810) | (510) |
Other long-term liabilities | 1 | 69 |
Net cash used in operating activities | (49,545) | (18,147) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures | (7,313) | (1,428) |
Purchases of available-for-sale investments | (237,986) | (41,647) |
Maturities of available-for-sale investments | 75,300 | 4,300 |
Sales of available-for-sale investments | 65,817 | 0 |
Acquisition of HelioHeat, net of cash acquired | 0 | (1,684) |
Net cash used in investing activities | (104,182) | (40,459) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from SAFE instruments, net of issuance costs of $30 thousand | 0 | 83,411 |
Transaction costs paid related to the Business Combination with Athena | (1,274) | 0 |
Repayments on Paycheck Protection Program loan | 0 | (411) |
Proceeds from exercise of stock options | 1,019 | 355 |
Proceeds from exercise of common stock warrants | 0 | 30 |
Other financing costs | 0 | (1,487) |
Net cash (used in) provided by financing activities | (255) | 81,898 |
(DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (153,982) | 23,292 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF THE YEAR | 191,581 | 18,334 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF THE YEAR | 37,599 | 41,626 |
Reconciliation of cash, cash equivalents and restricted cash | ||
Cash and cash equivalents | 35,444 | 40,126 |
Restricted cash (current and long-term) | 2,155 | 1,500 |
Total cash, cash equivalents and restricted cash | 37,599 | 41,626 |
Supplemental disclosures: | ||
Cash paid for interest | 0 | 3 |
Cash paid for amounts included in the measurement of operating lease liabilities | 0 | 483 |
Non-cash investing and financing activities: | ||
Right-of-use assets obtained in exchange for new operating lease liabilities | 201 | 16,685 |
Right-of-use asset removed upon lease termination | 306 | 0 |
Transaction costs incurred but not yet paid | 0 | 369 |
Capital expenditures incurred but not yet paid | 522 | 231 |
Vendor Warrants | ||
Non-cash investing and financing activities: | ||
Fair value of Project Warrants and Collaboration Warrants recognized in equity | 134 | 0 |
Project Warrants and Collaboration Warrants | ||
Non-cash investing and financing activities: | ||
Fair value of Project Warrants and Collaboration Warrants recognized in equity | $ 9,559 | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Parenthetical) $ in Thousands | 9 Months Ended |
Sep. 30, 2021 USD ($) | |
Statement of Cash Flows [Abstract] | |
SAFE instrument, issuance costs | $ 30 |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Background Heliogen, Inc., along with its subsidiaries (collectively, “Heliogen” or the “Company”), is involved in the development and commercialization of next generation concentrated solar energy. We are developing a modular, artificial intelligence (“AI”)-enabled, concentrated solar energy thermal energy plant that will use an array of mirrors to reflect sunlight and capture, concentrate, store and convert it into cost-effective energy on demand. Unless otherwise indicated or the context requires otherwise, references in our consolidated financial statements to “we,” “our,” “us” and similar expressions refer to Heliogen. Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and include the accounts of Heliogen and the subsidiaries it controls. All material intercompany balances are eliminated in consolidation. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in Heliogen’s Annual Report on Form 10-K/A for the year ended December 31, 2021 filed on May 23, 2022. Certain information and disclosures normally included in annual financial statements have been condensed or omitted in these interim financial statements. In our opinion, the unaudited interim financial statements have been prepared on the same basis as the annual financial statements and include all adjustments, consisting of only normal recurring adjustments, necessary for fair statement. The results of operations for the nine months ended September 30, 2022, are not necessarily indicative of the results of operations to be expected for the full year ending December 31, 2022. Athena Business Combination On December 30, 2021 (the “Closing Date”), Heliogen, Inc., a Delaware corporation (“Legacy Heliogen”), Athena Technology Acquisition Corp., a Delaware corporation (“Athena”), and HelioMax Merger Sub, Inc. (“Merger Sub”), Athena’s direct, wholly-owned subsidiary, consummated the closing of transactions contemplated by the business combination agreement, dated July 6, 2021, by and among Athena, Merger Sub, and Legacy Heliogen (the “Business Combination”). The Business Combination was accounted for as a reverse recapitalization in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations , pursuant to which Athena was treated as the “accounting acquiree” and Legacy Heliogen as the “accounting acquirer” for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as Legacy Heliogen issuing equity for the net assets of Athena, followed by a recapitalization. The consolidated assets, liabilities, and results of operations of Legacy Heliogen comprise the historical consolidated financial statements of the post combination company, and Athena’s assets, liabilities and results of operations are consolidated with Legacy Heliogen beginning on the acquisition date. Accordingly, for accounting purposes, the condensed consolidated financial statements of the post combination company represent a continuation of the historical consolidated financial statements of Legacy Heliogen, and the net assets of Athena are stated at historical cost, with no goodwill or other intangible assets recorded. In accordance with accounting guidance applicable to these circumstances, the equity structure has been recast in all comparative periods up to the Closing Date to reflect the number of shares of the Company’s common stock, $0.0001 par value per share, issued to Legacy Heliogen’s stockholders in connection with the Business Combination. As such, the shares and corresponding capital amounts and earnings per share related to Legacy Heliogen redeemable convertible preferred stock, common stock, warrants, options, and restricted stock units (“RSU”) prior to the Business Combination have been retroactively recast as shares reflecting the exchange ratio of 2.013 established in the Business Combination. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and the accompanying notes. On an ongoing basis, we evaluate our estimates, including those related to inputs used to recognize revenue over time, accounting for income taxes, the fair values of share-based compensation, lease liabilities, warrant liabilities, and long-lived asset impairments. Despite our intention to establish accurate estimates and reasonable assumptions, actual results could differ materially from such estimates and assumptions. Reclassifications Certain immaterial prior period amounts have been reclassified to conform to current period presentation. Such changes did not have a material impact on our financial position or results of operation. All dollar amounts (other than per share amounts) in the following disclosures are in thousands of United States dollars, unless otherwise indicated. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Disaggregated Revenue We disaggregate revenue into the following revenue categories: Three Months Ended September 30, Nine Months Ended September 30, $ in thousands 2022 2021 2022 2021 Project revenue $ 1,324 $ — $ 4,207 $ — Other services revenue 43 2,202 168 3,563 Total services revenue 1,367 2,202 4,375 3,563 Grant revenue 1,733 — 4,656 — Total revenue $ 3,100 $ 2,202 $ 9,031 $ 3,563 Project revenue consists of amounts recognized under contracts with customers for the development, construction and delivery of commercial-scale concentrated solar energy facilities. Other services revenue consists of amounts recognized under contracts with customers for the provision of engineering, research and development or other similar services in our field of expertise. Revenue recognized during 2022 and 2021 includes commercial, non-governmental customers in the United States and Europe. Pursuant to the terms of the commercial-scale demonstration agreement (the “CSDA”) executed with Woodside Energy (USA) Inc. (“Woodside”) in March 2022, Heliogen will complete the engineering, procurement, and construction of a new 5 MWe concentrated solar energy facility to be built in Mojave, California (the “Facility”) for the customer’s use in testing, research and development. Pursuant to the CSDA, the customer will pay up to $50 million to Heliogen to complete the Facility. The total transaction price for the CSDA is $45.5 million reflecting a reduction in contract price for the fair value of the Project Warrants (defined and discussed further in Note 3) granted to the customer in connection with the CSDA. The CSDA modified and replaced a limited notice to proceed executed in October 2021. For the three and nine months ended September 30, 2022, the CSDA contributed $1.3 million and $4.2 million, respectively, or 97% and 96%, respectively, to total services revenue. During the three and nine months ended September 30, 2022, the Company recognized grant revenue under the Company’s award from the U.S. Department of Energy’s Solar Energy Technology Office (the “DOE Award”) of $1.7 million and $4.7 million, respectively, related to costs incurred during such periods that are reimbursable under the DOE Award. During the three and nine months ended September 30, 2021, the Company recognized $2.2 million and $3.6 million, respectively associated with several engineering and design contracts which was largely related to a predecessor contract to the CSDA. Provision for Contract Losses For the nine months ended September 30, 2022, we recognized a total provision for contract losses of $33.7 million driven primarily by the CSDA, as estimated costs to satisfy performance obligations for the remainder of those contracts exceeded consideration to be received from the customers. The Company recognized total contract losses of $32.9 million related to the CSDA reflecting the Company’s estimate of the full expected loss on the design, engineering, and construction of the Facility given the consideration expected to be realized under the CSDA (net of the fair value of the Project Warrants) and the DOE Award. We recognized no provisions for contract losses during the three months ended September 30, 2022 and the three and nine months ended September 30, 2021. Performance Obligations and Contract Liabilities Revenue recognized under contracts with customers relate solely to the performance obligations satisfied in 2022. On September 30, 2022, we had approximately $41.3 million of the transaction price allocated to remaining performance obligations through 2025. As of September 30, 2022 and December 31, 2021, our contract liabilities were $8.5 million and $0.5 million, respectively. Activity included in contract liabilities during the nine months ended September 30, 2022 consisted of additions for deferred revenue of $12.9 million offset by revenue recognized of $4.4 million, and other activity of $0.5 million. Receivables September 30, December 31, $ in thousands 2022 2021 Trade receivables Billed $ — $ 900 Unbilled 334 1,123 Total trade receivables 334 2,023 Grant receivables Billed 1,399 — Unbilled 4,698 1,442 Total grant receivables 6,097 1,442 Other 154 431 Total receivables $ 6,585 $ 3,896 |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Warrants | Warrants Public Warrants and Private Warrants The Company’s warrant liability as of September 30, 2022 includes public warrants (the “Public Warrants”) and private placement warrants (the “Private Warrants”). The Public Warrants and Private Warrants permit warrant holders to purchase in the aggregate 8,333,333 shares and 233,333 shares, respectively, of the Company’s common stock at an exercise price of $11.50 per share. The Public Warrants and the Private Warrants became exercisable on March 16, 2022 and expire on December 30, 2026, or earlier upon redemption or liquidation. The Company has the ability to redeem outstanding Public Warrants prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the notice date of redemption. In addition, the Company has the ability to redeem all (but not less than all) of the outstanding Public Warrants and Private Warrants prior to their expiration, at a price of $0.10 per warrant if the last reported sales price of the Company’s common stock equals or exceeds $10.00 on the trading day prior to the date of the notice. The Company evaluated the Public Warrants and Private Warrants and concluded that a provision in the underlying warrant agreement dated March 16, 2022, by and between Athena and Continental Stock Transfer & Trust Company, related to certain tender or exchange offers precludes both the Public Warrants and Private Warrants from being accounted for as components of equity. As both the Public Warrants and Private Warrants meet the definition of a derivative, they are recorded on the condensed consolidated balance sheets as liabilities and measured at fair value at each reporting date, with the change in fair value reported in gain (loss) on warrant remeasurement on the condensed consolidated statements of operations and comprehensive loss. Project Warrants In connection with the concurrent execution of the CSDA with Woodside in March 2022, the Company issued warrants permitting Woodside to purchase approximately 0.91 million shares of the Company’s common stock at an exercise price of $0.01 per share (the “Project Warrants”). These warrants expire upon the earlier of a change in control of the Company or March 28, 2027 and vest pro rata with certain payments required to be made by the customer under the CSDA. The fair value of the Project Warrants upon issuance was $4.96 per warrant based on the closing price of the Company’s shares on March 28, 2022 less the exercise price. The Project Warrants were determined to be consideration payable to a customer or non-employee and are equity-classified pursuant to the guidance in ASC 718, Stock Compensation (“ASC 718”). For the Project Warrants, the total consideration payable to the customer of approximately $4.5 million reduced the transaction price associated with the customer’s contract and the Company recognized $0.2 million as an increase to additional paid-in-capital related to the Project Warrants to reflect the attribution of the Project Warrants’ fair value in a manner similar to revenue recognized under the customer’s contract. As of September 30, 2022, none of the Project Warrants have vested or become exercisable. Collaboration Warrants In connection with the concurrent execution of a collaboration agreement (the “Collaboration Agreement”) with Woodside in March 2022, the Company issued warrants permitting Woodside to purchase approximately 3.65 million shares of the Company’s common stock at an exercise price of $0.01 per share (the “Collaboration Warrants”). These warrants expire upon the earlier of a change in control of the Company or March 28, 2027. Of these warrants, (i) 1.825 million warrants vested immediately upon execution of the Collaboration Agreement and (ii) 1.825 million warrants will vest based on certain specified performance goals under the Collaboration Agreement relating to towers contracted. The fair value of the Collaboration Warrants upon issuance was $4.96 per warrant based on the closing price of the Company’s shares on March 28, 2022 less the exercise price. The Collaboration Warrants were determined to be consideration payable to a customer or non-employee and are equity-classified under ASC 718. For the Collaboration Warrants, the Company recognized a prepaid expense of $9.1 million, of which $2.6 million was classified as current and $6.5 million was classified as long-term, with a corresponding increase to additional paid-in-capital related to the Collaboration Warrants that immediately vested. This amount will be recognized ratably as selling, general and administrative (“SG&A”) expense beginning April 2022 for marketing services to be provided over the estimated service period. As of September 30, 2022, the remaining estimated period is approximately four years. For the three and nine months ended September 30, 2022, we recognized approximately $0.6 million and $1.3 million as SG&A expense related to the vesting of the Collaboration Warrants. Additional vesting of the Collaboration Warrants will be recognized as deferred contract acquisition costs upon execution of an applicable customer contract as defined in the Collaboration Agreement and will be amortized to expense over the term of the applicable customer contract. Vendor Warrants one |
Acquisition
Acquisition | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition | Acquisition In September 2021, Heliogen acquired 100% of the equity interests of HelioHeat GmbH (“HelioHeat”), a private limited liability company in Germany engaged in the development, planning and construction of renewable energy systems and components, including a novel solar receiver (the “HelioHeat Acquisition”). The components of the fair value of consideration transferred are as follows ($ in thousands): Cash paid at closing $ 1,714 Contingent consideration (1) 2,009 Settlement of pre-existing relationship 45 Total fair value of consideration transferred $ 3,768 ________________ (1) See Note 11— Fair Value of Financial Instruments for additional information. The purchase price allocation for the HelioHeat Acquisition was finalized as of March 31, 2022. The following table summarizes the purchase price allocation as of the acquisition date and the adjustments recorded during the measurement period. As of December 31, 2021 Measurement Period Adjustments $ in thousands Preliminary Valuation Final Valuation Cash and cash equivalents $ 30 $ — $ 30 Prepaid and other current assets 33 — 33 Property, plant and equipment, net 6 — 6 Intangible asset — 4,204 4,204 Goodwill 4,204 (3,093) 1,111 Total assets acquired 4,273 1,111 5,384 Accrued expenses and other current liabilities 74 — 74 Contract liabilities 390 — 390 Debt 41 — 41 Deferred tax liabilities — 1,111 1,111 Total liabilities assumed 505 1,111 1,616 Net assets acquired $ 3,768 $ — $ 3,768 The Company recorded measurement period adjustments based on the valuation of the intangible asset related to developed technology associated with HelioHeat’s solar receiver technology and the related deferred tax impact. The purchase price allocation resulted in the recognition of $1.1 million in goodwill, which includes measurement period adjustments, of which none is expected to be tax deductible. Goodwill represents the value expected to be received from the synergies of integrating HelioHeat’s operations with Heliogen’s operations to expand commercial opportunities and the assembled workforce in place. The fair value of the intangible asset was estimated using the replacement cost approach, which was based on Level 3 inputs, which is defined in Note 11—Fair Value of Financial Instruments. Significant valuation assumptions include management’s estimated costs to reproduce HelioHeat solar receiver technology if the Company had developed the technology using its own resources, developer’s profit margin based on estimated market participants’ required margin, and an estimated discount for economic obsolescence. The intangible asset will be amortized over its estimated useful life of five years through June 2026. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We calculate our quarterly tax provision pursuant to the guidelines in ASC 740, Income Taxes . ASC 740 requires companies to estimate the annual effective tax rate for current year ordinary income. The relationship between our income tax provision or benefit and our pre-tax book income or loss can vary significantly from period to period considering, among other factors, the overall level of pre-tax book income or loss and changes in the blend of jurisdictional income or loss that is taxed at different rates and changes in valuation allowances. The income tax benefit of $46 thousand and $0.8 million for the three and nine months ended September 30, 2022, respectively, was primarily attributable to our HelioHeat operations. We incurred no income tax benefit or provision for the three and nine months ended September 30, 2021. Any income tax benefit associated with the pre-tax loss for the three and nine months ended September 30, 2022, resulting primarily from the U.S. jurisdiction, is offset by a full valuation allowance. In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Based upon the analysis of federal and state deferred tax balances, future tax projections and availability of taxable income in the carryback period, we recorded a full valuation allowance against the federal and state deferred tax assets as of September 30, 2022 and December 31, 2021. The Company is subject to the provisions of ASC Subtopic 740-10, Accounting for Uncertainty in Income Taxes . This standard defines the threshold for recognizing the benefits of tax return positions in the financial statements as more-likely-than-not to be sustained by the relevant taxing authority and requires measurement of a tax position meeting the more-likely-than-not criterion, based on the largest benefit that is more than 50% likely to be realized. If upon performance of an assessment pursuant to this subtopic, management determines that uncertainties in tax positions exist that do not meet the minimum threshold for recognition of the related tax benefit, a liability is recorded in the condensed consolidated financial statements. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits as a component of income tax expense. We do not have material unrecognized tax benefits for uncertain tax positions. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation The Heliogen, Inc. 2021 Equity Incentive Plan aims to incentivize employees, directors and consultants who render services to the Company through the granting of stock awards, including options, stock appreciation right (“SARs”) awards, restricted stock awards, RSU awards, performance awards, and other stock-based awards. During the three and nine months ended September 30, 2022, we granted 6,207,165 and 8,317,780 RSU awards, respectively, at a weighted average grant date fair value per share of $2.34 and $2.83, respectively. Our total share-based compensation expense, including the affected line on the condensed consolidated statements of operations and comprehensive loss, is as follows: Three Months Ended September 30, Nine Months Ended September 30, $ in thousands 2022 2021 2022 2021 Cost of services revenue (excluding depreciation and amortization) $ 330 $ — $ 1,321 $ — Selling, general and administrative 7,562 1,346 28,696 1,729 Research and development 2,080 139 4,461 320 Total share-based compensation expense $ 9,972 $ 1,485 $ 34,478 $ 2,049 |
Loss Per Share
Loss Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Loss Per Share Basic and diluted losses per share were as follows: Three Months Ended September 30, Nine Months Ended September 30, $ in thousands, except per share and share data 2022 2021 2022 2021 Numerator Net loss $ (27,829) $ (28,276) $ (107,014) $ (88,665) Denominator Weighted-average common shares outstanding 190,526,219 11,545,919 187,633,327 10,650,897 Weighted-average impact of warrants (1) 2,053,906 — 1,194,443 — Denominator for basic EPS – weighted-average shares 192,580,125 11,545,919 188,827,770 10,650,897 Effect of dilutive securities — — — — Denominator for diluted EPS – weighted-average shares 192,580,125 11,545,919 188,827,770 10,650,897 Loss per share – Basic $ (0.14) $ (2.45) $ (0.57) $ (8.32) Loss per share – Diluted $ (0.14) $ (2.45) $ (0.57) $ (8.32) ________________ (1) Warrants that have a $0.01 exercise price are assumed to be exercised when vested because common shares issued for little consideration upon exercise are included in outstanding shares for the purposes of computing basic and diluted EPS. The following securities were excluded from the calculation of Loss per share as their impact would be anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Stock options 32,999,878 31,492,075 32,999,878 31,492,075 Unvested restricted stock units 11,479,099 — 11,479,099 — Restricted shares issued upon the early exercise of unvested options 135,271 1,338,710 135,271 1,338,710 Unvested warrants 2,497,171 — 2,497,171 — Vested warrants 8,566,656 229,841 8,566,656 229,841 Preferred stock warrants, on an “as converted” basis — 381,306 — 381,306 Convertible preferred shares, on an “as converted” basis (1) — 121,040,751 — 121,040,751 ________________ (1) For the three and nine months ended September 30, 2021, there were 117,886,982 convertible preferred shares outstanding. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Idealab The Chief Executive Officer of our Company also serves as the chairman of the board of directors of Idealab, a California Corporation (“Idealab”). Idealab, a minority owner of Heliogen’s outstanding voting stock through its wholly-owned subsidiary, Idealab Holdings, LLC, is a party to a lease with the Company and provides various services through service agreements which include accounting, human resources, legal, information technology, marketing, public relations, and certain other operational support and executive advisory services. Since the closing of the Business Combination on December 30, 2021, as discussed in Note 1, the reliance on Idealab for these services has reduced significantly as the Company increased headcount related to administrative functions. All expenses or amounts paid to Idealab pursuant to these agreements are reported within SG&A expense in the condensed consolidated statements of operations and comprehensive loss. The amounts charged to us or reimbursed by us under these agreements were as follows: Three Months Ended September 30, Nine Months Ended September 30, $ in thousands 2022 2021 2022 2021 Administrative services provided by Idealab $ 133 $ 314 $ 436 $ 1,066 In May 2021, Heliogen sub-leased a portion of its office space in Pasadena, CA to Idealab for a term of seven years. The sub-lease has an initial annual base rent of approximately $150 thousand and contains a 3% per annum escalation clause. The sub-lease is subject to termination by either party upon six months prior written notice. Concurrently with the parties’ entering into the sub-lease agreement, Idealab and Heliogen also entered into certain property management and shared facilities staffing agreements, which provide that Heliogen pays Idealab approximately $3 thousand per month for building management services and approximately $13 thousand per month for shared facilities staff and services (with proportional reimbursement of salaries). Such agreements are subject to termination right by either party with 90 days prior written notice. The Company recognized rental revenue from Idealab within other income, net in our condensed consolidated statements of operations and comprehensive loss as follows: Three Months Ended September 30, Nine Months Ended September 30, $ in thousands 2022 2021 2022 2021 Rental revenue $ 35 $ 314 $ 82 $ 1,066 |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies We are involved in various claims and lawsuits arising in the normal course of business, including proceedings involving tort and other general liability claims, and other miscellaneous claims. We recognize a liability when we believe the loss is probable and reasonably estimable. We currently believe that the ultimate outcome of such lawsuits and proceedings will not, individually or in the aggregate, have a material effect on our condensed consolidated financial statements as of and for the nine months ended September 30, 2022. Although we cannot predict the outcome of legal or other proceedings with certainty, when it is probable that a loss has been incurred and the amount is reasonably estimable, U.S. GAAP requires us to accrue an estimate of the probable loss or range of loss or make a statement that such an estimate cannot be made. We follow a thorough process in which we seek to estimate the reasonably possible loss or range of loss, and only if we are unable to make such an estimate do we conclude and disclose that an estimate cannot be made. Accordingly, unless otherwise indicated below in our discussion of legal proceedings, a reasonably possible loss or range of loss associated with any individual legal proceeding cannot be estimated. On August 30, 2021, the Company's predecessor, Athena, received a litigation demand letter (the “Class Vote Demand”) on behalf of Athena’s stockholder FWD LKNG GDD Irrevocable Trust. The Class Vote Demand alleged that Athena violated Section 242(b)(2) of the Delaware General Corporation Law (the “DGCL”) by not requiring separate class votes for holders of the Athena Class A and Class B Common Stock in connection with certain aspects of the business combination between Athena and Heliogen. According to the Class Vote Demand, a class vote was required under Section 242(b)(2) because consideration to the stockholders of Heliogen was to be paid in newly issued common stock, following elimination of the Class B Common Stock. While such separate class vote is not required pursuant to Section 242(b)(2) of the DGCL, Athena concluded that such separate class vote was advisable to prevent disruption to the proposed transaction with Heliogen, and to avoid the delay and expense of potential litigation and amended its Form S-4 Registration Statement to reflect that change. On January 20, 2022, the stockholders’ counsel asserted entitlement to an award of attorneys’ fees to |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Changes in Accumulated Other Comprehensive Loss (“AOCL”), net of tax, by component were as follows: $ in thousands Changes in fair value of investment securities Accumulated foreign currency translation adjustments Total Balance at June 30, 2022 $ (523) $ (311) $ (834) Other comprehensive loss adjustments before reclassifications (18) (173) (191) Amounts reclassified from AOCL — — — Net other comprehensive loss (18) (173) (191) Balance at September 30, 2022 $ (541) $ (484) $ (1,025) Balance at December 31, 2021 $ (17) $ 13 $ (4) Other comprehensive loss adjustments before reclassifications (681) (497) (1,178) Amounts reclassified from AOCL 157 — 157 Net other comprehensive loss (524) (497) (1,021) Balance at September 30, 2022 $ (541) $ (484) $ (1,025) $ in thousands Changes in fair value of investment securities Accumulated foreign currency translation adjustments Total Balance at June 30, 2021 $ (14) $ — $ (14) Other comprehensive loss adjustments before reclassifications 7 (57) (50) Amounts reclassified from AOCL — — — Net other comprehensive loss 7 (57) (50) Balance at September 30, 2021 $ (7) $ (57) $ (64) Balance at December 31, 2020 $ — $ — $ — Other comprehensive loss adjustments before reclassifications (7) (57) (64) Amounts reclassified from AOCL — — — Net other comprehensive loss (7) (57) (64) Balance at September 30, 2021 $ (7) $ (57) $ (64) There were no tax impacts related to the Company’s other comprehensive loss items at September 30, 2022 and December 31, 2021. Reclassifications out of AOCL, net of tax, by component were as follows: Three Months Ended September 30, Nine Months Ended September 30, Affected line item on the Condensed Consolidated Statements of Operations $ in thousands 2022 2021 2022 2021 Changes in fair value on investment securities Reclassification of realized losses $ — $ — $ 157 $ — Other (expense) income, net Tax benefit (provision) — — — — Benefit for income taxes Net changes in fair value on investment securities $ — $ — $ 157 $ — |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants and is generally classified in one of the following categories: Level 1 — Fair value is based on quoted prices for identical instruments in active markets. Level 2 — Fair value is based on quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 3 — Fair value is based on valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company’s assets and liabilities measured at fair value on a recurring basis are summarized in the following table by fair value measurement level: $ in thousands Level September 30, 2022 December 31, 2021 Assets: Investments 1 $ 128,803 $ 32,332 Liabilities: Public Warrants 1 $ 1,834 $ 14,167 Private Warrants 2 $ 51 $ 396 Contingent consideration (1) 3 $ 946 $ 2,009 ________________ (1) Included in other long-term liabilities on the condensed consolidated balance sheet. The following table summarizes the reconciliation of our Level 3 fair value measurements: ($ in thousands) SAFE Instruments (3) Legacy Heliogen Preferred Stock Warrants (3) Contingent Consideration (2) Three Months Ended September 30, 2022 Beginning of period $ — $ — $ 2,062 Net realized decrease in fair value — — (1,116) End of period $ — $ — $ 946 Nine Months Ended September 30, 2022 Beginning of period $ — $ — $ 2,009 Net realized decrease in fair value — — (1,063) End of period $ — $ — $ 946 Three Months Ended September 30, 2021 Beginning of period $ 130,871 $ 2,329 $ — Net realized increase in fair value 15,533 321 — Acquisition — — 2,009 End of period $ 146,404 $ 2,650 $ 2,009 Nine Months Ended September 30, 2021 Beginning of period $ — $ 46 $ — Net realized increase in fair value 62,993 2,604 — Issuances (1) 83,411 — — Acquisition — — 2,009 End of period $ 146,404 $ 2,650 $ 2,009 __________________ (1) Net of issuance costs. (2) The changes in the fair value of the contingent consideration are reported in our Condensed Consolidated Statements of Operations and Comprehensive Loss in other income (expense), net. (3) On December 30, 2021, immediately prior to the Business Combination, the SAFE Instruments and preferred stock warrants were converted into common stock. The contingent consideration was measured at fair value using a probability-weighted cash-flow method. The ke y inputs used in the valuation for the contingent consideration as of September 30, 2022 included the timing and probability of payment. The SAFE Instruments and Legacy Heliogen preferred stock warrants were measured at fair value using a probability-weighted method considering two potential outcomes: a Special Purpose Acquisition Company (“SPAC”) exit scenario and a stay private scenario. The table below summarizes key inputs used in the valuation for the SAFE Instruments and warrants as of September 30, 2021: Private Scenario SPAC Scenario Safe Instruments Warrants Scenario probability weighting 85 % 15 % 15 % Expected term (in years) 0.6 2.1 2.1 Expected volatility 55.0 % 20.0 % 102.5 % Risk-free interest rate 0.1 % 0.3 % 0.3 % Dividend yield — — — |
Investments
Investments | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments Investments in fixed maturity securities as of September 30, 2022 and December 31, 2021 are classified as available-for-sale and are summarized in the following table below: September 30, 2022 December 31, 2021 $ in thousands Amortized Unrealized Fair Amortized Unrealized Fair Short-term investments Corporate bonds $ 10,508 $ (83) $ 10,425 $ 32,349 $ (17) $ 32,332 Commercial paper 17,493 (33) 17,460 — — — U.S. treasury bills 96,460 (311) 96,149 — — — Total short-term investments 124,461 (427) 124,034 32,349 (17) 32,332 Long-term investments U.S. treasury bills 4,883 (114) 4,769 — — — Total long-term investments 4,883 (114) 4,769 — — — Total $ 129,344 $ (541) $ 128,803 $ 32,349 $ (17) $ 32,332 There were no credit losses recognized for the three and nine months ended September 30, 2022 and 2021, and there was no allowance for credit losses as of September 30, 2022 and December 31, 2021. |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and include the accounts of Heliogen and the subsidiaries it controls. All material intercompany balances are eliminated in consolidation. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in Heliogen’s Annual Report on Form 10-K/A for the year ended December 31, 2021 filed on May 23, 2022. Certain information and disclosures normally included in annual financial statements have been condensed or omitted in these interim financial statements. In our opinion, the unaudited interim financial statements have been prepared on the same basis as the annual financial statements and include all adjustments, consisting of only normal recurring adjustments, necessary for fair statement. The results of operations for the nine months ended September 30, 2022, are not necessarily indicative of the results of operations to be expected for the full year ending December 31, 2022. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and the accompanying notes. On an ongoing basis, we evaluate our estimates, including those related to inputs used to recognize revenue over time, accounting for income taxes, the fair values of share-based compensation, lease liabilities, warrant liabilities, and long-lived asset impairments. Despite our intention to establish accurate estimates and reasonable assumptions, actual results could differ materially from such estimates and assumptions. |
Reclassifications | ReclassificationsCertain immaterial prior period amounts have been reclassified to conform to current period presentation. Such changes did not have a material impact on our financial position or results of operation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | We disaggregate revenue into the following revenue categories: Three Months Ended September 30, Nine Months Ended September 30, $ in thousands 2022 2021 2022 2021 Project revenue $ 1,324 $ — $ 4,207 $ — Other services revenue 43 2,202 168 3,563 Total services revenue 1,367 2,202 4,375 3,563 Grant revenue 1,733 — 4,656 — Total revenue $ 3,100 $ 2,202 $ 9,031 $ 3,563 |
Schedule of Receivables | Receivables September 30, December 31, $ in thousands 2022 2021 Trade receivables Billed $ — $ 900 Unbilled 334 1,123 Total trade receivables 334 2,023 Grant receivables Billed 1,399 — Unbilled 4,698 1,442 Total grant receivables 6,097 1,442 Other 154 431 Total receivables $ 6,585 $ 3,896 |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Consideration Transferred | The components of the fair value of consideration transferred are as follows ($ in thousands): Cash paid at closing $ 1,714 Contingent consideration (1) 2,009 Settlement of pre-existing relationship 45 Total fair value of consideration transferred $ 3,768 ________________ (1) See Note 11— Fair Value of Financial Instruments for additional information. |
Schedule of Assets Acquired and Liabilities Assumed | The following table summarizes the purchase price allocation as of the acquisition date and the adjustments recorded during the measurement period. As of December 31, 2021 Measurement Period Adjustments $ in thousands Preliminary Valuation Final Valuation Cash and cash equivalents $ 30 $ — $ 30 Prepaid and other current assets 33 — 33 Property, plant and equipment, net 6 — 6 Intangible asset — 4,204 4,204 Goodwill 4,204 (3,093) 1,111 Total assets acquired 4,273 1,111 5,384 Accrued expenses and other current liabilities 74 — 74 Contract liabilities 390 — 390 Debt 41 — 41 Deferred tax liabilities — 1,111 1,111 Total liabilities assumed 505 1,111 1,616 Net assets acquired $ 3,768 $ — $ 3,768 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation Expense | Our total share-based compensation expense, including the affected line on the condensed consolidated statements of operations and comprehensive loss, is as follows: Three Months Ended September 30, Nine Months Ended September 30, $ in thousands 2022 2021 2022 2021 Cost of services revenue (excluding depreciation and amortization) $ 330 $ — $ 1,321 $ — Selling, general and administrative 7,562 1,346 28,696 1,729 Research and development 2,080 139 4,461 320 Total share-based compensation expense $ 9,972 $ 1,485 $ 34,478 $ 2,049 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Basic and diluted losses per share were as follows: Three Months Ended September 30, Nine Months Ended September 30, $ in thousands, except per share and share data 2022 2021 2022 2021 Numerator Net loss $ (27,829) $ (28,276) $ (107,014) $ (88,665) Denominator Weighted-average common shares outstanding 190,526,219 11,545,919 187,633,327 10,650,897 Weighted-average impact of warrants (1) 2,053,906 — 1,194,443 — Denominator for basic EPS – weighted-average shares 192,580,125 11,545,919 188,827,770 10,650,897 Effect of dilutive securities — — — — Denominator for diluted EPS – weighted-average shares 192,580,125 11,545,919 188,827,770 10,650,897 Loss per share – Basic $ (0.14) $ (2.45) $ (0.57) $ (8.32) Loss per share – Diluted $ (0.14) $ (2.45) $ (0.57) $ (8.32) ________________ (1) Warrants that have a $0.01 exercise price are assumed to be exercised when vested because common shares issued for little consideration upon exercise are included in outstanding shares for the purposes of computing basic and diluted EPS. |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following securities were excluded from the calculation of Loss per share as their impact would be anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Stock options 32,999,878 31,492,075 32,999,878 31,492,075 Unvested restricted stock units 11,479,099 — 11,479,099 — Restricted shares issued upon the early exercise of unvested options 135,271 1,338,710 135,271 1,338,710 Unvested warrants 2,497,171 — 2,497,171 — Vested warrants 8,566,656 229,841 8,566,656 229,841 Preferred stock warrants, on an “as converted” basis — 381,306 — 381,306 Convertible preferred shares, on an “as converted” basis (1) — 121,040,751 — 121,040,751 ________________ |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The amounts charged to us or reimbursed by us under these agreements were as follows: Three Months Ended September 30, Nine Months Ended September 30, $ in thousands 2022 2021 2022 2021 Administrative services provided by Idealab $ 133 $ 314 $ 436 $ 1,066 The Company recognized rental revenue from Idealab within other income, net in our condensed consolidated statements of operations and comprehensive loss as follows: Three Months Ended September 30, Nine Months Ended September 30, $ in thousands 2022 2021 2022 2021 Rental revenue $ 35 $ 314 $ 82 $ 1,066 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of Changes in AOCL | Changes in Accumulated Other Comprehensive Loss (“AOCL”), net of tax, by component were as follows: $ in thousands Changes in fair value of investment securities Accumulated foreign currency translation adjustments Total Balance at June 30, 2022 $ (523) $ (311) $ (834) Other comprehensive loss adjustments before reclassifications (18) (173) (191) Amounts reclassified from AOCL — — — Net other comprehensive loss (18) (173) (191) Balance at September 30, 2022 $ (541) $ (484) $ (1,025) Balance at December 31, 2021 $ (17) $ 13 $ (4) Other comprehensive loss adjustments before reclassifications (681) (497) (1,178) Amounts reclassified from AOCL 157 — 157 Net other comprehensive loss (524) (497) (1,021) Balance at September 30, 2022 $ (541) $ (484) $ (1,025) $ in thousands Changes in fair value of investment securities Accumulated foreign currency translation adjustments Total Balance at June 30, 2021 $ (14) $ — $ (14) Other comprehensive loss adjustments before reclassifications 7 (57) (50) Amounts reclassified from AOCL — — — Net other comprehensive loss 7 (57) (50) Balance at September 30, 2021 $ (7) $ (57) $ (64) Balance at December 31, 2020 $ — $ — $ — Other comprehensive loss adjustments before reclassifications (7) (57) (64) Amounts reclassified from AOCL — — — Net other comprehensive loss (7) (57) (64) Balance at September 30, 2021 $ (7) $ (57) $ (64) |
Reclassification Out of AOCL | Reclassifications out of AOCL, net of tax, by component were as follows: Three Months Ended September 30, Nine Months Ended September 30, Affected line item on the Condensed Consolidated Statements of Operations $ in thousands 2022 2021 2022 2021 Changes in fair value on investment securities Reclassification of realized losses $ — $ — $ 157 $ — Other (expense) income, net Tax benefit (provision) — — — — Benefit for income taxes Net changes in fair value on investment securities $ — $ — $ 157 $ — |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value | The Company’s assets and liabilities measured at fair value on a recurring basis are summarized in the following table by fair value measurement level: $ in thousands Level September 30, 2022 December 31, 2021 Assets: Investments 1 $ 128,803 $ 32,332 Liabilities: Public Warrants 1 $ 1,834 $ 14,167 Private Warrants 2 $ 51 $ 396 Contingent consideration (1) 3 $ 946 $ 2,009 ________________ (1) Included in other long-term liabilities on the condensed consolidated balance sheet. |
Reconciliation of Level 3 Fair Value Liabilities | The following table summarizes the reconciliation of our Level 3 fair value measurements: ($ in thousands) SAFE Instruments (3) Legacy Heliogen Preferred Stock Warrants (3) Contingent Consideration (2) Three Months Ended September 30, 2022 Beginning of period $ — $ — $ 2,062 Net realized decrease in fair value — — (1,116) End of period $ — $ — $ 946 Nine Months Ended September 30, 2022 Beginning of period $ — $ — $ 2,009 Net realized decrease in fair value — — (1,063) End of period $ — $ — $ 946 Three Months Ended September 30, 2021 Beginning of period $ 130,871 $ 2,329 $ — Net realized increase in fair value 15,533 321 — Acquisition — — 2,009 End of period $ 146,404 $ 2,650 $ 2,009 Nine Months Ended September 30, 2021 Beginning of period $ — $ 46 $ — Net realized increase in fair value 62,993 2,604 — Issuances (1) 83,411 — — Acquisition — — 2,009 End of period $ 146,404 $ 2,650 $ 2,009 __________________ (1) Net of issuance costs. (2) The changes in the fair value of the contingent consideration are reported in our Condensed Consolidated Statements of Operations and Comprehensive Loss in other income (expense), net. (3) On December 30, 2021, immediately prior to the Business Combination, the SAFE Instruments and preferred stock warrants were converted into common stock. |
Schedule of Fair Value Inputs and Valuation Techniques | The table below summarizes key inputs used in the valuation for the SAFE Instruments and warrants as of September 30, 2021: Private Scenario SPAC Scenario Safe Instruments Warrants Scenario probability weighting 85 % 15 % 15 % Expected term (in years) 0.6 2.1 2.1 Expected volatility 55.0 % 20.0 % 102.5 % Risk-free interest rate 0.1 % 0.3 % 0.3 % Dividend yield — — — |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Available-for-sale Securities | Investments in fixed maturity securities as of September 30, 2022 and December 31, 2021 are classified as available-for-sale and are summarized in the following table below: September 30, 2022 December 31, 2021 $ in thousands Amortized Unrealized Fair Amortized Unrealized Fair Short-term investments Corporate bonds $ 10,508 $ (83) $ 10,425 $ 32,349 $ (17) $ 32,332 Commercial paper 17,493 (33) 17,460 — — — U.S. treasury bills 96,460 (311) 96,149 — — — Total short-term investments 124,461 (427) 124,034 32,349 (17) 32,332 Long-term investments U.S. treasury bills 4,883 (114) 4,769 — — — Total long-term investments 4,883 (114) 4,769 — — — Total $ 129,344 $ (541) $ 128,803 $ 32,349 $ (17) $ 32,332 |
Organization and Basis of Pre_3
Organization and Basis of Presentation (Details) | Sep. 30, 2022 $ / shares | Dec. 31, 2021 $ / shares | Dec. 30, 2021 $ / shares |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Exchange ratio | 2.013 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total services revenue | $ 1,367 | $ 2,202 | $ 4,375 | $ 3,563 |
Grant revenue | 1,733 | 0 | 4,656 | 0 |
Total revenue | 3,100 | 2,202 | 9,031 | 3,563 |
Project revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total services revenue | 1,324 | 0 | 4,207 | 0 |
Other services revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total services revenue | $ 43 | $ 2,202 | $ 168 | $ 3,563 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||||
Total services revenue | $ 1,367,000 | $ 2,202,000 | $ 4,375,000 | $ 3,563,000 | ||
Grant revenue | 1,733,000 | 0 | 4,656,000 | 0 | ||
Provision for contract losses | 0 | 0 | 33,737,000 | 0 | ||
Contract liabilities | 8,540,000 | 8,540,000 | $ 513,000 | |||
Contract liabilities, deferred revenue additions | 12,900,000 | |||||
Contract liabilities, revenue recognized | 4,400,000 | |||||
Contract liabilities, other increase (decrease) | $ (500,000) | |||||
Revenue Benchmark | Customer concentration risk | Project Agreement customer | ||||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||||
Concentration risk percentage | 96% | |||||
Project revenue | ||||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||||
Total services revenue | 1,324,000 | $ 0 | $ 4,207,000 | $ 0 | ||
Project Agreement | ||||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||||
Maximum potential consideration | $ 50,000,000 | |||||
Transaction price | $ 45,500,000 | |||||
Loss on contracts | 32,900,000 | |||||
Project Agreement | Project revenue | ||||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||||
Total services revenue | $ 1,300,000 | 4,200,000 | ||||
Project Agreement | Project revenue | Revenue Benchmark | Customer concentration risk | Project Agreement customer | ||||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||||
Concentration risk percentage | 97% | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | ||||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||||
Revenue, remaining performance obligation | $ 41,300,000 | $ 41,300,000 | ||||
Revenue, remaining performance obligation, period | 3 years 3 months | 3 years 3 months |
Revenue - Schedule of Receivabl
Revenue - Schedule of Receivables (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Trade receivables | $ 334 | $ 2,023 |
Total grant receivables | 6,097 | 1,442 |
Other | 154 | 431 |
Total receivables | 6,585 | 3,896 |
Billed | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Trade receivables | 0 | 900 |
Total grant receivables | 1,399 | 0 |
Unbilled | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Trade receivables | 334 | 1,123 |
Total grant receivables | $ 4,698 | $ 1,442 |
Warrants (Details)
Warrants (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2022 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) tradingDay $ / shares shares | Apr. 30, 2022 | Apr. 19, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | |
Class of Warrant or Right [Line Items] | ||||||
Warrants, exercise price (in dollars per share) | $ 0.01 | $ 0.01 | ||||
Warrants, fair value | $ | $ 1,885 | $ 1,885 | $ 14,563 | |||
Increase to additional paid-in-capital, warrants issued | $ | $ 131 | $ 9,559 | ||||
Public and Private Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants, exercise price (in dollars per share) | $ 11.50 | $ 11.50 | ||||
Redemption price per warrant (in dollars per share) | 0.10 | |||||
Stock price trigger for redemption of warrants (in dollars per share) | $ 10 | |||||
Public Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of securities called by warrants (in shares) | shares | 8,333,333 | 8,333,333 | ||||
Redemption price per warrant (in dollars per share) | $ 0.01 | |||||
Stock price trigger for redemption of warrants (in dollars per share) | $ 18 | |||||
Threshold trading days for redemption of warrants | tradingDay | 20 | |||||
Threshold consecutive trading days for redemption of warrants | tradingDay | 30 | |||||
Private Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of securities called by warrants (in shares) | shares | 233,333 | 233,333 | ||||
Project Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of securities called by warrants (in shares) | shares | 910,000 | |||||
Warrants, exercise price (in dollars per share) | $ 0.01 | |||||
Warrants, fair value (in dollars per share) | $ 4.96 | |||||
Warrants, fair value | $ | $ 4,500 | |||||
Increase to additional paid-in-capital, warrants issued | $ | $ 200 | |||||
Collaboration Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of securities called by warrants (in shares) | shares | 3,650,000 | |||||
Warrants, exercise price (in dollars per share) | $ 0.01 | |||||
Warrants, fair value (in dollars per share) | $ 4.96 | |||||
Prepaid warrants | $ | $ 9,100 | |||||
Prepaid warrants, current | $ | 2,600 | |||||
Prepaid warrants, noncurrent | $ | $ 6,500 | |||||
Warrant term | 4 years | |||||
Selling, general and administrative expense, warrants | $ | $ 600 | $ 1,300 | ||||
Collaboration Warrants | Vesting immediately | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of securities called by warrants (in shares) | shares | 1,825,000 | |||||
Collaboration Warrants | Vesting based on performance goals | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of securities called by warrants (in shares) | shares | 1,825,000 | |||||
Vendor Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of securities called by warrants (in shares) | shares | 76,923 | |||||
Warrants, exercise price (in dollars per share) | $ 0.01 | |||||
Warrants, fair value (in dollars per share) | $ 4.18 | |||||
Warrants, fair value | $ | $ 300 | |||||
Warrant term | 1 year | |||||
Selling, general and administrative expense, warrants | $ | $ 100 | $ 100 |
Acquisition - Narrative (Detail
Acquisition - Narrative (Details) - USD ($) | 1 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 926,000 | $ 4,204,000 | ||
HelioHeat | ||||
Business Acquisition [Line Items] | ||||
Interest acquired | 100% | |||
Goodwill | $ 1,111,000 | $ 4,204,000 | ||
Goodwill, expected tax deductible amount | $ 0 | |||
Intangible asset acquired, useful life | 5 years |
Acquisition - Schedule of Consi
Acquisition - Schedule of Consideration Transferred (Details) - HelioHeat $ in Thousands | 1 Months Ended |
Sep. 30, 2021 USD ($) | |
Business Acquisition [Line Items] | |
Cash paid at closing | $ 1,714 |
Contingent consideration | 2,009 |
Settlement of pre-existing relationship | 45 |
Total fair value of consideration transferred | $ 3,768 |
Acquisition - Schedule of Asset
Acquisition - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||
Goodwill | $ 926 | $ 4,204 | |
HelioHeat | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 30 | 30 | |
Prepaid and other current assets | 33 | 33 | |
Property, plant and equipment, net | 6 | 6 | |
Intangible asset | 4,204 | 0 | |
Goodwill | 1,111 | 4,204 | |
Total assets acquired | 5,384 | 4,273 | |
Accrued expenses and other current liabilities | 74 | 74 | |
Contract liabilities | 390 | 390 | |
Debt | 41 | 41 | |
Deferred tax liabilities | 1,111 | 0 | |
Total liabilities assumed | 1,616 | 505 | |
Net assets acquired | 3,768 | $ 3,768 | |
Measurement Period Adjustments | |||
Intangible asset | 4,204 | ||
Goodwill | (3,093) | ||
Total assets acquired | 1,111 | ||
Deferred tax liabilities | 1,111 | ||
Total liabilities assumed | $ 1,111 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision (benefit) | $ (46,000) | $ 0 | $ (781,000) | $ 0 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - RSU Awards - $ / shares | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted (in shares) | 6,207,165 | 8,317,780 |
Granted (in dollars per share) | $ 2.34 | $ 2.83 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | $ 9,972 | $ 1,485 | $ 34,478 | $ 2,049 |
Cost of services revenue (excluding depreciation and amortization) | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | 330 | 0 | 1,321 | 0 |
Selling, general and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | 7,562 | 1,346 | 28,696 | 1,729 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | $ 2,080 | $ 139 | $ 4,461 | $ 320 |
Loss Per Share - Schedule of Ea
Loss Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator | ||||
Net loss | $ (27,829) | $ (28,276) | $ (107,014) | $ (88,665) |
Denominator | ||||
Weighted-average common shares outstanding | 190,526,219 | 11,545,919 | 187,633,327 | 10,650,897 |
Weighted-average impact warrants (in shares) | 2,053,906 | 0 | 1,194,443 | 0 |
Denominator for basic EPS – weighted-average shares | 192,580,125 | 11,545,919 | 188,827,770 | 10,650,897 |
Effect of dilutive securities (in shares) | 0 | 0 | 0 | 0 |
Denominator for diluted EPS – weighted-average shares | 192,580,125 | 11,545,919 | 188,827,770 | 10,650,897 |
Loss per share – Basic (in dollars per share) | $ (0.14) | $ (2.45) | $ (0.57) | $ (8.32) |
Loss per share – Diluted (in dollars per share) | (0.14) | $ (2.45) | (0.57) | $ (8.32) |
Warrants, exercise price (in dollars per share) | $ 0.01 | $ 0.01 |
Loss Per Share - Schedule of An
Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Preferred stock, shares outstanding | 0 | 117,886,982 | 0 | 117,886,982 | 0 | 0 | 117,886,982 | 117,886,982 |
Stock options | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Antidilutive securities excluded from computation (in shares) | 32,999,878 | 31,492,075 | 32,999,878 | 31,492,075 | ||||
Unvested restricted stock units | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Antidilutive securities excluded from computation (in shares) | 11,479,099 | 0 | 11,479,099 | 0 | ||||
Restricted shares issued upon the early exercise of unvested options | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Antidilutive securities excluded from computation (in shares) | 135,271 | 1,338,710 | 135,271 | 1,338,710 | ||||
Warrants | Unvested warrants | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Antidilutive securities excluded from computation (in shares) | 2,497,171 | 0 | 2,497,171 | 0 | ||||
Warrants | Vested warrants | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Antidilutive securities excluded from computation (in shares) | 8,566,656 | 229,841 | 8,566,656 | 229,841 | ||||
Warrants | Legacy Heliogen preferred stock warrants | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Antidilutive securities excluded from computation (in shares) | 0 | 381,306 | 0 | 381,306 | ||||
Convertible preferred shares, on an “as converted” basis | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Antidilutive securities excluded from computation (in shares) | 0 | 121,040,751 | 0 | 121,040,751 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Idealab | Affiliated entity | Administrative services provided by Idealab | ||||
Related Party Transaction [Line Items] | ||||
Total Idealab transactions | $ 133 | $ 314 | $ 436 | $ 1,066 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - Affiliated entity - Idealab $ in Thousands | 1 Months Ended |
May 31, 2021 USD ($) | |
Related Party Transaction [Line Items] | |
Operating sublease term | 7 years |
Sublease, annual base rent | $ 150 |
Sublease, annual escalation clause | 3% |
Sublease, termination period | 6 months |
Related party agreement, termination period | 90 days |
Property management agreement | |
Related Party Transaction [Line Items] | |
Related party, monthly transaction amount | $ 3 |
Shared facilities staffing agreement | |
Related Party Transaction [Line Items] | |
Related party, monthly transaction amount | $ 13 |
Related Party Transactions - _2
Related Party Transactions - Schedule of Rental Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Idealab | Affiliated entity | ||||
Related Party Transaction [Line Items] | ||||
Rental revenue | $ 35 | $ 314 | $ 82 | $ 1,066 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Schedule of Changes in AOCL (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | $ 168,946 | $ (87,440) | $ 214,058 | $ (27,862) |
Other comprehensive loss adjustments before reclassifications | (191) | (50) | (1,178) | (64) |
Amounts reclassified from AOCL | 0 | 0 | 157 | 0 |
Other comprehensive loss | (191) | (50) | (1,021) | (64) |
Ending balance | 151,251 | (114,157) | 151,251 | (114,157) |
Accumulated other comprehensive loss | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (834) | (14) | (4) | 0 |
Other comprehensive loss | (191) | (50) | (1,021) | (64) |
Ending balance | (1,025) | (64) | (1,025) | (64) |
Changes in fair value of investment securities | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (523) | (14) | (17) | 0 |
Other comprehensive loss adjustments before reclassifications | (18) | 7 | (681) | (7) |
Amounts reclassified from AOCL | 0 | 0 | 157 | 0 |
Other comprehensive loss | (18) | 7 | (524) | (7) |
Ending balance | (541) | (7) | (541) | (7) |
Accumulated foreign currency translation adjustments | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (311) | 0 | 13 | 0 |
Other comprehensive loss adjustments before reclassifications | (173) | (57) | (497) | (57) |
Amounts reclassified from AOCL | 0 | 0 | 0 | 0 |
Other comprehensive loss | (173) | (57) | (497) | (57) |
Ending balance | $ (484) | $ (57) | $ (484) | $ (57) |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss - Narrative (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Other comprehensive loss, tax impact | $ 0 | $ 0 |
Accumulated Other Comprehensi_5
Accumulated Other Comprehensive Loss - Reclassification Out of AOCL (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Other income (expense), net | $ 1,256,000 | $ (140,000) | $ 1,071,000 | $ (312,000) |
Income tax benefit | 46,000 | 0 | 781,000 | 0 |
Net loss | (27,829,000) | (28,276,000) | (107,014,000) | (88,665,000) |
Changes in fair value of investment securities | Reclassification out of AOCL | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Other income (expense), net | 0 | 0 | 157,000 | 0 |
Income tax benefit | 0 | 0 | 0 | 0 |
Net loss | $ 0 | $ 0 | $ 157,000 | $ 0 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Investments | $ 128,803 | $ 32,332 |
Liabilities: | ||
Warrant liability | 1,885 | 14,563 |
Recurring | Level 1 | ||
Assets: | ||
Investments | 128,803 | 32,332 |
Recurring | Level 1 | Public Warrants | ||
Liabilities: | ||
Warrant liability | 1,834 | 14,167 |
Recurring | Level 2 | Private Warrants | ||
Liabilities: | ||
Warrant liability | 51 | 396 |
Recurring | Level 3 | ||
Liabilities: | ||
Contingent consideration | $ 946 | $ 2,009 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Reconciliation of Level 3 Fair Value Liabilities (Details) - Level 3 - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
SAFE Instruments | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning of period | $ 0 | $ 130,871 | $ 0 | $ 0 |
Net realized increase (decrease) in fair value | 0 | 15,533 | 0 | 62,993 |
Issuances | 83,411 | |||
Acquisition | 0 | 0 | ||
End of period | 0 | 146,404 | 0 | 146,404 |
Warrants | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning of period | 0 | 2,329 | 0 | 46 |
Net realized increase (decrease) in fair value | 0 | 321 | 0 | 2,604 |
Issuances | 0 | |||
Acquisition | 0 | 0 | ||
End of period | 0 | 2,650 | 0 | 2,650 |
Contingent Consideration | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning of period | 2,062 | 0 | 2,009 | 0 |
Net realized increase (decrease) in fair value | (1,116) | 0 | (1,063) | 0 |
Issuances | 0 | |||
Acquisition | 2,009 | 2,009 | ||
End of period | $ 946 | $ 2,009 | $ 946 | $ 2,009 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Schedule of Fair Value Inputs and Valuation Techniques (Details) - Level 3 | Sep. 30, 2022 |
Scenario probability weighting | SPAC Scenario | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
SAFE instrument and warrants, measurement input | 0.85 |
Scenario probability weighting | Warrants | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
SAFE instrument, measurement input | 0.15 |
Warrant, measurement input | 0.15 |
Expected term (in years) | SPAC Scenario | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
SAFE instrument and warrants, measurement input | 0.6 |
Expected term (in years) | Warrants | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
SAFE instrument, measurement input | 2.1 |
Warrant, measurement input | 2.1 |
Expected volatility | SPAC Scenario | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
SAFE instrument and warrants, measurement input | 0.550 |
Expected volatility | Warrants | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
SAFE instrument, measurement input | 0.200 |
Warrant, measurement input | 1.025 |
Risk-free interest rate | SPAC Scenario | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
SAFE instrument and warrants, measurement input | 0.001 |
Risk-free interest rate | Warrants | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
SAFE instrument, measurement input | 0.003 |
Warrant, measurement input | 0.003 |
Dividend yield | SPAC Scenario | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
SAFE instrument and warrants, measurement input | 0 |
Dividend yield | Warrants | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
SAFE instrument, measurement input | 0 |
Warrant, measurement input | 0 |
Investments (Details)
Investments (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Short-term investments | |||||
Amortized cost | $ 124,461,000 | $ 124,461,000 | $ 32,349,000 | ||
Unrealized losses | (427,000) | (427,000) | (17,000) | ||
Fair value | 124,034,000 | 124,034,000 | 32,332,000 | ||
Long-term investments | |||||
Amortized cost | 4,883,000 | 4,883,000 | 0 | ||
Unrealized losses | (114,000) | (114,000) | 0 | ||
Fair value | 4,769,000 | 4,769,000 | 0 | ||
Total | |||||
Amortized cost | 129,344,000 | 129,344,000 | 32,349,000 | ||
Unrealized losses | (541,000) | (541,000) | (17,000) | ||
Fair value | 128,803,000 | 128,803,000 | 32,332,000 | ||
Available-for-sale securities, credit losses recognized | 0 | $ 0 | 0 | $ 0 | |
Available-for-sale securities, allowance for credit loss | 0 | 0 | 0 | ||
Realized gains (loses) | 0 | $ 0 | (200,000) | $ 0 | |
Corporate bonds | |||||
Short-term investments | |||||
Amortized cost | 10,508,000 | 10,508,000 | 32,349,000 | ||
Unrealized losses | (83,000) | (83,000) | (17,000) | ||
Fair value | 10,425,000 | 10,425,000 | 32,332,000 | ||
Commercial paper | |||||
Short-term investments | |||||
Amortized cost | 17,493,000 | 17,493,000 | 0 | ||
Unrealized losses | (33,000) | (33,000) | 0 | ||
Fair value | 17,460,000 | 17,460,000 | 0 | ||
U.S. treasury bills | |||||
Short-term investments | |||||
Amortized cost | 96,460,000 | 96,460,000 | 0 | ||
Unrealized losses | (311,000) | (311,000) | 0 | ||
Fair value | 96,149,000 | 96,149,000 | 0 | ||
Long-term investments | |||||
Amortized cost | 4,883,000 | 4,883,000 | 0 | ||
Unrealized losses | (114,000) | (114,000) | 0 | ||
Fair value | $ 4,769,000 | $ 4,769,000 | $ 0 |