Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 07, 2023 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Entity File Number | 001-40284 | |
Entity Registrant Name | SOLID POWER, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-1888095 | |
Entity Address, Address Line One | 486 S. Pierce Ave., Suite E | |
Entity Address, City or Town | Louisville | |
Entity Address State Or Province | CO | |
Entity Address, Postal Zip Code | 80027 | |
City Area Code | 303 | |
Local Phone Number | 219-0720 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 178,390,443 | |
Entity Central Index Key | 0001844862 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Common Stock [Member] | ||
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Trading Symbol | SLDP | |
Security Exchange Name | NASDAQ | |
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 | |
Trading Symbol | SLDPW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 28,439 | $ 50,123 |
Marketable securities | 192,694 | 272,957 |
Contract receivables | 5,224 | 1,840 |
Prepaid expenses and other current assets | 3,494 | 2,888 |
Total current assets | 229,851 | 327,808 |
Property, Plant and Equipment, net | 95,076 | 82,761 |
Right-Of-Use Operating Lease Asset, net | 7,444 | 7,725 |
Right-Of-Use Financing Lease Asset, net | 938 | 922 |
Other Assets | 1,087 | 1,148 |
Long-term Investments | 222,255 | 172,974 |
Intangible Assets, net | 1,360 | 1,108 |
Total assets | 558,011 | 594,446 |
Current Liabilities | ||
Accounts payable and other accrued liabilities | 8,065 | 11,326 |
Current portion of long-term debt | 7 | |
Deferred revenue | 18 | 4,050 |
Accrued compensation | 4,080 | 4,528 |
Operating lease liabilities, short-term | 586 | 549 |
Financing lease liability, short-term | 308 | 273 |
Total current liabilities | 13,057 | 20,733 |
Warrant Liabilities | 6,791 | 9,117 |
Operating Lease Liabilities, Long-Term | 8,317 | 8,622 |
Financing Lease Liabilities, Long-Term | 535 | 602 |
Total liabilities | 28,700 | 39,074 |
Stockholders' Equity | ||
Common Stock, $0.0001 par value; 2,000,000,000 shares authorized; 178,326,890 and 176,007,184 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively | 18 | 18 |
Additional paid-in capital | 583,034 | 577,603 |
Accumulated deficit | (50,369) | (19,090) |
Accumulated other comprehensive loss | (3,372) | (3,159) |
Total stockholders' equity | 529,311 | 555,372 |
Total liabilities and stockholders' equity | $ 558,011 | $ 594,446 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Condensed Consolidated Balance Sheets | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 178,326,890 | 176,007,184 |
Common stock, shares outstanding | 178,326,890 | 176,007,184 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) | ||||
Revenue | $ 4,906 | $ 2,582 | $ 8,698 | $ 4,778 |
Operating Expenses | ||||
Direct costs | 6,897 | 2,987 | 13,171 | 5,017 |
Research and development | 14,508 | 8,440 | 26,156 | 15,101 |
Selling, general and administrative | 5,673 | 5,851 | 12,862 | 10,670 |
Total operating expenses | 27,078 | 17,278 | 52,189 | 30,788 |
Operating Loss | (22,172) | (14,696) | (43,491) | (26,010) |
Nonoperating Income and Expense | ||||
Interest income | 4,993 | 931 | 9,827 | 1,171 |
Change in fair value of warrant liabilities | 4,987 | 27,473 | 2,325 | 28,183 |
Interest expense | (13) | (5) | (26) | (10) |
Total nonoperating income and expense | 9,967 | 28,399 | 12,126 | 29,344 |
Pretax Income (Loss) | (12,205) | 13,703 | (31,365) | 3,334 |
Income tax benefit | 36 | 13 | ||
Net Income (Loss) Attributable to Common Stockholders | (12,205) | 13,667 | (31,365) | 3,321 |
Other Comprehensive Income (Loss) | 1,098 | (961) | (213) | (1,291) |
Comprehensive Income (Loss) Attributable to Common Stockholders | $ (11,107) | $ 12,706 | $ (31,578) | $ 2,030 |
Earnings (loss) per share - Basic | $ (0.07) | $ 0.08 | $ (0.18) | $ 0.02 |
Earnings (loss) per share - Diluted | $ (0.07) | $ 0.08 | $ (0.18) | $ 0.02 |
Weighted average shares outstanding - Basic | 178,063,573 | 174,128,230 | 177,502,037 | 173,266,760 |
Weighted average shares outstanding - Diluted | 178,063,573 | 174,703,533 | 177,502,037 | 173,566,001 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands | Common stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated OCI | Total |
Balance at the beginning at Dec. 31, 2021 | $ 17 | $ 568,183 | $ (9,535) | $ 558,665 | |
Balance at the beginning (in shares) at Dec. 31, 2021 | 167,557,988 | ||||
Changes in stockholder's equity | |||||
Net loss | (10,344) | (10,344) | |||
Transaction fees | (12) | (12) | |||
Stock options exercised | 270 | 270 | |||
Stock options exercised (in shares) | 6,212,964 | ||||
Stock-based compensation expense | 1,596 | 1,596 | |||
Unrealized loss on marketable securities | $ (330) | (330) | |||
Balance at the end at Mar. 31, 2022 | $ 17 | 570,037 | (19,879) | (330) | 549,845 |
Balance at the end (in shares) at Mar. 31, 2022 | 173,770,952 | ||||
Balance at the beginning at Dec. 31, 2021 | $ 17 | 568,183 | (9,535) | 558,665 | |
Balance at the beginning (in shares) at Dec. 31, 2021 | 167,557,988 | ||||
Changes in stockholder's equity | |||||
Net loss | 3,321 | ||||
Shares issued for the vesting of RSUs (in shares) | 20,672 | ||||
Stock options exercised (in shares) | 6,869,144 | ||||
Balance at the end at Jun. 30, 2022 | $ 17 | 572,456 | (6,212) | (1,291) | 564,970 |
Balance at the end (in shares) at Jun. 30, 2022 | 174,447,804 | ||||
Balance at the beginning at Mar. 31, 2022 | $ 17 | 570,037 | (19,879) | (330) | 549,845 |
Balance at the beginning (in shares) at Mar. 31, 2022 | 173,770,952 | ||||
Changes in stockholder's equity | |||||
Net loss | 13,667 | 13,667 | |||
Withholding of employee taxes related to stock-based compensation | (58) | (58) | |||
Shares issued for the vesting of RSUs (in shares) | 20,672 | ||||
Stock options exercised | 163 | 163 | |||
Stock options exercised (in shares) | 656,180 | ||||
Stock-based compensation expense | 2,314 | 2,314 | |||
Unrealized loss on marketable securities | (961) | (961) | |||
Balance at the end at Jun. 30, 2022 | $ 17 | 572,456 | (6,212) | (1,291) | 564,970 |
Balance at the end (in shares) at Jun. 30, 2022 | 174,447,804 | ||||
Balance at the beginning at Dec. 31, 2022 | $ 18 | 577,603 | (19,090) | (3,159) | 555,372 |
Balance at the beginning (in shares) at Dec. 31, 2022 | 176,007,184 | ||||
Changes in stockholder's equity | |||||
Net loss | (19,158) | (19,158) | |||
Stock options exercised | 150 | 150 | |||
Stock options exercised (in shares) | 1,679,954 | ||||
Stock-based compensation expense | 2,222 | 2,222 | |||
Unrealized loss on marketable securities | 885 | 885 | |||
Balance at the end at Mar. 31, 2023 | $ 18 | 579,975 | (38,248) | (2,274) | 539,471 |
Balance at the end (in shares) at Mar. 31, 2023 | 177,687,138 | ||||
Balance at the beginning at Dec. 31, 2022 | $ 18 | 577,603 | (19,090) | (3,159) | 555,372 |
Balance at the beginning (in shares) at Dec. 31, 2022 | 176,007,184 | ||||
Changes in stockholder's equity | |||||
Net loss | (31,365) | ||||
Shares issued under ESPP (in shares) | 129,928 | ||||
Shares issued for the vesting of RSUs (in shares) | 163,148 | ||||
Stock options exercised (in shares) | 2,026,630 | ||||
Balance at the end at Jun. 30, 2023 | $ 18 | 583,034 | (50,369) | (3,372) | 529,311 |
Balance at the end (in shares) at Jun. 30, 2023 | 178,326,890 | ||||
Balance at the beginning at Mar. 31, 2023 | $ 18 | 579,975 | (38,248) | (2,274) | 539,471 |
Balance at the beginning (in shares) at Mar. 31, 2023 | 177,687,138 | ||||
Changes in stockholder's equity | |||||
Net loss | (12,205) | (12,205) | |||
Shares issued under ESPP | 214 | 214 | |||
Shares issued under ESPP (in shares) | 129,928 | ||||
Withholding of employee taxes related to stock-based compensation | (111) | 84 | (27) | ||
Shares issued for the vesting of RSUs (in shares) | 163,148 | ||||
Stock options exercised | 33 | 33 | |||
Stock options exercised (in shares) | 346,676 | ||||
Stock-based compensation expense | 2,923 | 2,923 | |||
Unrealized loss on marketable securities | (1,098) | (1,098) | |||
Balance at the end at Jun. 30, 2023 | $ 18 | $ 583,034 | $ (50,369) | $ (3,372) | $ 529,311 |
Balance at the end (in shares) at Jun. 30, 2023 | 178,326,890 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ (31,365) | $ 3,321 |
Adjustments to reconcile net income (loss) to net cash and cash equivalents from operating activities: | ||
Depreciation and amortization | 4,906 | 1,782 |
Amortization of right-of-use assets | 372 | 16 |
Stock compensation expense | 5,145 | 3,910 |
Deferred taxes | 13 | |
Change in fair value of warrant liabilities | (2,325) | (28,183) |
Amortization of premiums and accretion of discounts on marketable securities | (5,518) | |
Change in operating assets and liabilities that provided (used) cash and cash equivalents: | ||
Contract receivable | (3,383) | (1,202) |
Prepaid expenses and other assets | (188) | 744 |
Accounts payable and other accrued liabilities | (297) | (4,261) |
Deferred revenue | (4,032) | (286) |
Accrued expenses | 649 | 1,000 |
Lease liabilities | (268) | 188 |
Net cash and cash equivalents used in operating activities | (36,304) | (22,958) |
Cash Flows from Investing Activities | ||
Purchases of property, plant and equipment | (21,184) | (30,957) |
Purchases of marketable securities and long-term investments | (174,400) | (212,792) |
Proceeds from sales of marketable securities | 210,329 | 54,819 |
Purchases of intangible assets | (259) | (228) |
Net cash and cash equivalents provided by (used in) investing activities | 14,486 | (189,158) |
Cash Flows from Financing Activities | ||
Payments of debt | (7) | (71) |
Proceeds from exercise of stock options | 184 | 354 |
Proceeds from issuance of common stock under ESPP | 214 | 0 |
Receivable for exercise of stock options | 79 | |
Cash paid for withholding of employee taxes related to stock-based compensation | (111) | (58) |
Payments on finance lease liability | (146) | (20) |
Transaction costs | (12) | |
Net cash and cash equivalents provided by financing activities | 134 | 272 |
Net (decrease) in cash and cash equivalents | (21,684) | (211,844) |
Cash and cash equivalents at beginning of period | 50,123 | 513,447 |
Cash and cash equivalents at end of period | 28,439 | 301,603 |
Supplemental information | ||
Cash paid for interest | 26 | 5 |
Accrued capital expenditures | $ 3,591 | $ 8,146 |
Nature of Business
Nature of Business | 6 Months Ended |
Jun. 30, 2023 | |
Nature of Business | |
Nature of Business | Note 1 – Nature of Business Solid Power, Inc. (the “Company”) is developing solid state battery technology to enable the next generation of batteries for the fast-growing EV and other markets. The Company’s planned business model is to sell its sulfide-based solid electrolyte and to license its solid-state cell designs and manufacturing process. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Significant Accounting Policies | |
Significant Accounting Policies | Note 2 – Significant Accounting Policies The significant accounting policies followed by the Company are set forth in Note 2 – Significant Accounting Policies to the Company’s financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”) and are supplemented by the Notes to the Condensed Consolidated Financial Statements (Unaudited) (the “Notes”) included in this Quarterly Report on Form 10-Q for the period ended June 30, 2023 (this “Report”). The financial statements included in this Report (including the Notes) should be read in conjunction with the 2022 Form 10-K. Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared on the basis of generally accepted accounting principles in the United States (“GAAP”). The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the unaudited condensed consolidated financial statements. Actual results could differ from those estimates. All dollar amounts presented herein are in U.S. dollars and are in thousands, except par value, share and per share amounts. The accompanying unaudited condensed consolidated financial statements include accounts of the Company and its wholly owned subsidiary, Solid Power Operating, Inc. All intercompany balances and transactions have been eliminated in consolidation. Additionally, certain prior period amounts have been reclassified to conform to current period presentation in the accompanying unaudited condensed consolidated financial statements. Recent Accounting Pronouncements Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), followed by other related ASUs that provided targeted improvements and additional practical expedient options. On January 1, 2022, the Company adopted the standards under Topic 842 using the modified retrospective method and elected a number of the practical expedients in its implementation of Topic 842. The key change that affected the Company relates to accounting for operating leases for which it is the lessee that were historically off-balance sheet. Financial Instruments In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This guidance introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. ASU 2016-13 also provides updated guidance regarding the impairment of available-for-sale debt securities and includes additional disclosure requirements. The Company adopted this guidance as of January 1, 2022. The Company regularly reviews its available-for-sale marketable securities and evaluates the current expected credit losses by considering factors such as any changes in credit ratings, historical experience, market data, issuer-specific factors, and current economic conditions. Based on this analysis, any allowance for credit losses is immaterial and would be recorded as a reduction to the carrying value of the asset. The Company reviews its receivable aging on an individual customer level, considering collectability of cash flows based on the risk of past events, current conditions, and forward-looking information. The Company establishes allowances for bad debts equal to the estimable portions of accounts receivable for which failure to collect is expected to occur. Allowances for doubtful accounts are recorded as reductions to the carrying values of the related receivables. To date, the Company has not recorded an allowance for doubtful accounts. |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment | |
Property, Plant and Equipment | Note 3 – Property, Plant and Equipment Property, plant and equipment are summarized as follows: June 30, 2023 December 31, 2022 Commercial production equipment $ 25,454 $ 21,595 Laboratory equipment 7,554 3,278 Leasehold improvements 45,581 27,996 Furniture and computer equipment 1,634 1,482 Construction in progress 31,317 40,036 Total cost 111,540 94,387 Accumulated depreciation (16,464) (11,626) Net property and equipment $ 95,076 $ 82,761 Depreciation expenses for dedicated laboratory equipment and commercial production equipment are charged to research and development. The other depreciation expenses are included in the Company’s overhead and are allocated across operating expenses on the accompanying Condensed Consolidated Statements of Operations based on Company personnel costs incurred. Depreciation expense related to property, plant, and equipment are summarized as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Depreciation expense $ 2,639 $ 1,026 $ 4,898 $ 1,777 In 2022, the Company expanded its cell production capabilities through the construction of a second dry room and installation of a second cell pilot production line at its Louisville, Colorado facility, which is designed to produce larger format solid-state battery cells for the automotive qualification process. The Company expanded its electrolyte production at its facility in Thornton, Colorado. Scaling this production will allow it to produce larger quantities of electrolyte material required to feed cell-production lines and continue research and development efforts. The Company began producing electrolyte at this facility in 2023 and has placed portions of the facility into service. June 30, 2023 December 31, 2022 Construction in progress EV cell line (SP1) $ 1,083 $ 2,010 Other cell development equipment (SP1) 2,703 2,206 Electrolyte production and development equipment (SP2) 27,531 35,820 |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2023 | |
Intangible Assets | |
Intangible Assets | Note 4 – Intangible Assets Intangible assets of the Company are summarized as follows: June 30, 2023 December 31, 2022 Gross Carrying Accumulated Gross Carrying Accumulated Amount Amortization Amount Amortization Intangible assets: Licenses $ 149 $ (56) $ 149 $ (51) Patents 72 (3) — — Patents pending 1,168 — 984 — Trademarks 13 — 9 — Trademarks pending 17 — 17 — Total amortized intangible assets $ 1,419 $ (59) $ 1,159 $ (51) Amortization expense for intangible assets is summarized as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Amortization expense $ 3 $ 2 $ 8 $ 5 Useful lives of intangible assets range from three to 20 years . Amortization expenses are allocated ratably across operating expenses on the accompanying condensed consolidated statements of operations. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Measurements | |
Fair Value Measurements | Note 5 – Fair Value Measurements The carrying amounts of certain financial instruments, such as cash equivalents, short-term investments, accounts receivable, accounts payable, and accrued liabilities, approximate fair value due to their relatively short maturities. Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis As of June 30, 2023 and December 31, 2022, the Company’s financial assets and liabilities measured and recorded at fair value on a recurring basis were classified within the fair value hierarchy as follows: June 30, 2023 Level 1 Level 2 Level 3 Total Assets Commercial Paper $ 137,072 $ — $ — $ 137,072 Corporate Bonds $ 216,390 $ — $ — $ 216,390 Government Bonds $ 61,487 $ — $ — $ 61,487 U.S. Treasuries — — — — Liabilities Public Warrants $ 3,932 $ — $ — $ 3,932 Private Placement Warrants $ — $ 2,859 $ — $ 2,859 December 31, 2022 Level 1 Level 2 Level 3 Total Assets Commercial Paper $ 165,179 $ — $ — $ 165,179 Corporate Bonds $ 227,957 $ — $ — $ 227,957 Government Bonds $ 42,865 $ — $ — $ 42,865 U.S. Treasuries 9,930 — — 9,930 Liabilities Public Warrants $ 4,900 $ — $ — $ 4,900 Private Placement Warrants $ — $ 4,217 $ — $ 4,217 The change in fair value of the Company’s marketable securities and long-term investments are included in other comprehensive loss. There were no transfers in and out of Level 3 fair value hierarchy during the three or six months ended June 30, 2023 or year ended December 31, 2022. For the three and six months ended June 30, 2023, the Company purchased $174,400 of marketable securities. Fair Value of Warrants The fair value of the Private Placement Warrants (defined below) has been estimated using a Black-Scholes model as of June 30, 2023 and December 31, 2022 Consolidated Balance Sheet dates. The fair value of the Public Warrants (defined below) has been measured based on the quoted price of such warrants on the Nasdaq Stock Market, a Level 1 input. The estimated fair value of the Private Placement Warrants is determined using Level 2 inputs. Inherent in a Black-Scholes model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. Material increases (or decreases) in any of those inputs may result in a significantly higher (or lower) fair value measurement. The Company estimates the volatility of its Private Placement Warrants based on implied volatility from the Company’s Public Warrants and from historical volatility of select peer companies’ common stock that matches the expected remaining life of the Warrants (defined below). The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve for a maturity similar to the expected remaining life of the Warrants. The expected life of the Warrants is assumed to be equivalent to their remaining contractual term. The dividend yield is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 2 inputs used in the recurring valuation of the Private Placement Warrants as of their measurement dates: June 30, 2023 December 31, 2022 Exercise Price $ 11.50 $ 11.50 Stock Price $ 2.54 $ 2.54 Volatility 70.0 % 71.3 % Term 3.44 3.94 Risk-free rate 4.32 % 4.03 % The following table provides a reconciliation of the Public Warrants measured at fair value using Level 1 directly observable inputs and Private Placement Warrants measured at fair value using Level 2 directly or indirectly observable inputs: Public Warrants Private Placement Warrants Level 1 Fair Value Level 2 Fair Value December 31, 2022 $ 0.42 $ 0.55 Change in fair value $ 0.04 $ 0.31 March 31, 2023 $ 0.46 $ 0.86 Change in fair value $ (0.15) $ (0.43) June 30, 2023 $ 0.31 $ 0.43 The following tables provides a reconciliation of the June 30, 2023 three and six month change in fair value for the Public Warrants and Private Placement Warrants: Three months change in Warrant Class Level Warrants March 31, 2023 fair value June 30, 2023 Public Warrants 1 12,684,423 $ 5,576 $ (1,644) $ 3,932 Private Placement Warrants 2 6,648,880 $ 6,203 $ (3,343) $ 2,860 Total 19,333,303 $ 11,779 $ (4,987) $ 6,792 Six months change in Warrant Class Level Warrants December 31, 2022 fair value June 30, 2023 Public Warrants 1 12,684,423 $ 4,900 $ (968) $ 3,932 Private Placement Warrants 2 6,648,880 $ 4,217 $ (1,357) $ 2,860 Total 19,333,303 $ 9,117 $ (2,325) $ 6,792 |
Warrant Liabilities
Warrant Liabilities | 6 Months Ended |
Jun. 30, 2023 | |
Warrant Liabilities. | |
Warrant Liabilities | Note 6 – Warrant Liabilities As of June 30, 2023 and December 31, 2022, there were 12,684,423 and 11,666,636 publicly traded warrants (“Public Warrants”) and 6,648,880 and 7,666,667 private placement warrants (“Private Placement Warrants,” and together with the Public Warrants, “Warrants”) outstanding, respectively. Each whole Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to customary adjustments. Only whole Warrants are exercisable. The Warrants became exercisable on January 7, 2022 and will expire on December 8, 2026. None of the Private Placement Warrants are redeemable by the Company so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. The Warrants were initially measured at fair value upon closing of the transactions contemplated by the Business Combination Agreement and Plan of Reorganization, dated June 15, 2021 by and among the Company, DCRC Merger Sub, Inc., and Solid Power Operating, Inc., as amended, for $101,253 and subsequently re-measured at each reporting period. The Public Warrants were allocated a portion of the proceeds from the issuance of the units of common stock and one-third warrants in Decarbonization Plus Acquisition Corporation III’s initial public offering equal to their fair value. The Company recognized a gain in connection with changes in the fair value of warrant liabilities of $4,987 and $2,325 for the three and six months ending June 30, 2023 and $27,473 and $28,183 for the three and six months ending June 30, 2022, respectively. There have been no changes to our Public or Private Placement Warrants, including redemption terms disclosed in our 2022 Form 10-K. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders' Equity | |
Stockholders' Equity | Note 7 – Stockholders’ Equity Common Stock Stock options exercised for Common Stock, shares issued under the Solid Power, Inc. 2021 Employee Stock Purchase Plan (“ESPP”), and shares issued upon vesting of RSUs for the three and six months ended June 30, 2023 and 2022 are summarized in the table below: Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Stock options exercised 346,676 656,180 2,026,630 6,869,144 Shares issued under ESPP 129,928 — 129,928 — Shares issued upon vesting of RSUs 163,148 20,672 163,148 20,672 Cash received from stock options exercised under the Solid Power, Inc. 2014 Equity Incentive Plan (the “2014 Plan”) for the six months ended June 30, 2023 and 2022 was $184 and $354 , respectively. Cash received from stock options exercised under the 2014 Plan for the three months ended June 30, 2023 and 2022 was $34 and $84 , respectively. Cash received from shares issued under the ESPP for the six months ended June 30, 2023 and 2022 was $214 and $0 , respectively. Cash received from shares issued under the ESPP for the three months ended June 30, 2023 and 2022 was $214 and $0 , respectively. |
Stock Based Compensation
Stock Based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
Stock Based Compensation | |
Stock Based Compensation | Note 8 – Stock Based Compensation There have been no changes to our equity incentive plans, Employee Stock Purchase Plan, or accounting methodology for stock based compensation, as disclosed in our 2022 Form 10-K. The fair value of stock options and Restricted Stock Units (“RSUs”) issued to employees and directors is recognized as compensation expense over the period of service that generally coincides with the vesting period of the award. The Company allocated compensation ratably across Operating Expenses. When calculating the amount of annual compensation expense, the Company has elected not to estimate forfeitures and instead accounts for forfeitures as they occur. For the three and six months ended June 30, 2023, the Company recognized compensation costs totaling: Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Equity-based compensation costs related to RSUs $ 954 $ 514 $ 1,589 $ 514 Equity-based compensation costs related to stock options 1,889 1,800 3,476 3,396 Equity-based compensation costs related to ESPP 80 — 80 — Total equity-based compensation costs $ 2,923 $ 2,314 $ 5,145 $ 3,910 Unrecognized future compensation cost as of — — 34,327 25,316 The following table summarizes our award activity for RSUs and stock options for the three and six months ended June 30, 2023: RSUs Stock Options Balance at December 31, 2022 1,057,980 25,998,172 Granted 1,797,034 3,272,873 Vested or Exercised — (1,679,954) Forfeited (88,441) (1,494,020) Balance at March 31, 2023 2,766,573 26,097,071 Granted 1,753,207 1,904,016 Vested or Exercised (215,553) (346,676) Forfeited (47,181) (466,635) Outstanding at June 30, 2023 4,257,046 27,187,776 Stock Options The fair value of each stock option grant during the six months ended June 30, 2023 and 2022 was estimated on the grant date using the Black-Scholes option pricing model with the following weighted-average assumptions used: Six months ended June 30, 2023 2022 Approximate risk ‑ free rate 4.17 % 2.84 % Volatility 46.91 % 44.69 % Average expected life (years) 6 years 6 years Dividend yield — % — % Weighted ‑ average grant date fair value $ 2.80 $ 7.26 Estimated fair value of total stock options granted $ 7,815 $ 5,659 |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings (Loss) Per Share | |
Earnings (Loss) Per Share | Note 9 – Earnings (Loss) Per Share Basic earnings (loss) per share represents net income (loss) attributable to common stock divided by the basic weighted average number of common stock outstanding during the period. Due to the net loss for the three and six months ended June 30, 2023, diluted loss per share was computed without consideration to potentially dilutive instruments as their inclusion would have been anti-dilutive. Due to the net income for the three and six months ended June 30, 2022, diluted earnings per share was computed with consideration to potentially dilutive instruments. Warrants outstanding in 2023 and 2022 were not included in the computation of diluted earnings per share because the Warrant’s exercise price for the period was greater than the average market price of the common stock. The table below sets forth the basic and diluted earnings (loss) per share calculation for the three and six months ended June 30, 2023 and 2022. Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Net income (loss) attributable to common stockholders $ (12,205) $ 13,667 $ (31,365) $ 3,321 Weighted average shares outstanding – basic 178,063,573 174,128,230 177,502,037 173,266,760 Weighted average shares outstanding – diluted 178,063,573 174,703,533 177,502,037 173,566,001 Basic and diluted earnings (loss) per share $ (0.07) $ 0.08 $ (0.18) $ 0.02 As of the three and six months ended June 30, 2023, potentially dilutive securities excluded from the diluted loss per share calculation are as illustrated in the table below. Additionally, for the three and six months ended June 30, 2022, potentially dilutive securities included from the diluted earnings per share calculation are as follows (in shares): Six Months Ended June 30, 2023 2022 Warrants 19,333,303 19,333,303 2014 & 2021 Equity Incentive Plan - Stock Options 25,892,666 27,161,312 2021 Equity Incentive Plan - RSUs 2,474,393 1,674,284 2021 Employee Stock Purchase Plan - Common Stock 46,352 — Contingently Issuable Common Stock 59,055 — Total potentially dilutive securities 47,805,769 48,168,899 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
Leases | |
Leases | Note 10 – Leases The Company leases its two facilities and certain equipment. Fixed rent generally escalates each year, and the Company is responsible for a portion of the landlords’ operating expenses such as property tax, insurance, and common area maintenance. The Company’s facility in Louisville, Colorado, is under a noncancelable operating lease with a maturity date in September 2029. In 2022, the Company amended the lease to incorporate a prior subleased space into the base lease and extend the term of the lease. The Company has the right to renew this lease for an additional five-year period. On September 1, 2021, the Company entered into an industrial operating lease agreement for its facility in Thornton, Colorado, with the initial term through March 31, 2029. Under this operating lease, the Company has one option to renew for five years , which has been included in the calculation of lease liabilities and right-of-use assets at the adoption date of the lease accounting standard on January 1, 2022, as the exercise of the option was reasonably certain. As the renewal rent has not been negotiated, the Company used an estimated rent rate which approximated the fair market rent at adoption of ASC 842 on January 1, 2022 for the extension period. The Company has certain equipment leases classified as finance leases as of June 30, 2023. The Company’s leases do not have any contingent rent payments and do not contain residual value guarantees. The components of lease expense are as follows: Three Months Ended Six Months Ended June 30, 2023 June 30, 2023 Finance lease costs: Amortization of right-of-use assets $ 47 $ 91 Interest on lease liabilities 13 25 Operating lease costs 290 580 Total lease expense $ 350 $ 696 The components of cash flow information related to leases are as follows: Three Months Ended Six Months Ended June 30, 2023 June 30, 2023 Operating outgoing cash flows – finance lease $ 14 $ 26 Financing outgoing cash flows – finance lease 74 141 Operating outgoing cash flows – operating lease 283 567 Right-of-use assets obtained in exchange for new finance lease liabilities: 79 89 Right-of-use assets obtained in exchange for new operating lease liabilities: — — June 30, 2023 Finance lease Weighted-average remaining lease term – finance lease (in years) 2.98 Weighted-average discount rate – finance lease 6.2 % Operating lease Weighted-average remaining lease term – operating lease (in years) 9.71 Weighted-average discount rate – operating lease 6.9 % As of June 30, 2023, future minimum payments during the next five years and thereafter are as follows: Fiscal year Finance Lease Operating Lease 2023 (remaining six months) $ 174 $ 571 2024 349 1,173 2025 234 1,210 2026 109 1,248 2027 37 1,288 2028 16 1,329 Thereafter — 5,244 Total 919 12,063 Less present value discount 77 3,158 Total lease liabilities $ 842 $ 8,905 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions | |
Related Party Transactions | Note 11 – Related Party Transactions During the three and six months ended June 30, 2023, the Company recognized $3,470 and $6,470 , respectively, of revenue related to the BMW joint development agreement. As of June 30, 2023 the Company recorded $2,477 of accounts receivable related to the BMW joint development agreement. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Taxes | |
Income Taxes | Note 12 – Income Taxes The Company’s effective tax rate was 0.00% and 0.27% for the three months ended June 30, 2023 and 2022, respectively, and 0.00% and 0.49% for the six months ended June 30, 2023 and 2022, respectively. The change in the effective tax rate between periods was due to the Company was being in a full valuation allowance for the three and six months ended June 30, 2023. |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Contingencies | |
Contingencies | Note 13 – Contingencies In the normal course of business, the Company may be party to litigation from time to time. The Company maintains insurance to cover certain actions and believes that resolution of such litigation will not have a material adverse effect on the Company. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Significant Accounting Policies | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared on the basis of generally accepted accounting principles in the United States (“GAAP”). The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the unaudited condensed consolidated financial statements. Actual results could differ from those estimates. All dollar amounts presented herein are in U.S. dollars and are in thousands, except par value, share and per share amounts. The accompanying unaudited condensed consolidated financial statements include accounts of the Company and its wholly owned subsidiary, Solid Power Operating, Inc. All intercompany balances and transactions have been eliminated in consolidation. Additionally, certain prior period amounts have been reclassified to conform to current period presentation in the accompanying unaudited condensed consolidated financial statements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), followed by other related ASUs that provided targeted improvements and additional practical expedient options. On January 1, 2022, the Company adopted the standards under Topic 842 using the modified retrospective method and elected a number of the practical expedients in its implementation of Topic 842. The key change that affected the Company relates to accounting for operating leases for which it is the lessee that were historically off-balance sheet. Financial Instruments In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This guidance introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. ASU 2016-13 also provides updated guidance regarding the impairment of available-for-sale debt securities and includes additional disclosure requirements. The Company adopted this guidance as of January 1, 2022. The Company regularly reviews its available-for-sale marketable securities and evaluates the current expected credit losses by considering factors such as any changes in credit ratings, historical experience, market data, issuer-specific factors, and current economic conditions. Based on this analysis, any allowance for credit losses is immaterial and would be recorded as a reduction to the carrying value of the asset. The Company reviews its receivable aging on an individual customer level, considering collectability of cash flows based on the risk of past events, current conditions, and forward-looking information. The Company establishes allowances for bad debts equal to the estimable portions of accounts receivable for which failure to collect is expected to occur. Allowances for doubtful accounts are recorded as reductions to the carrying values of the related receivables. To date, the Company has not recorded an allowance for doubtful accounts. |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment | |
Schedule of property and equipment | June 30, 2023 December 31, 2022 Commercial production equipment $ 25,454 $ 21,595 Laboratory equipment 7,554 3,278 Leasehold improvements 45,581 27,996 Furniture and computer equipment 1,634 1,482 Construction in progress 31,317 40,036 Total cost 111,540 94,387 Accumulated depreciation (16,464) (11,626) Net property and equipment $ 95,076 $ 82,761 |
Schedule of depreciation and amortization expense | Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Depreciation expense $ 2,639 $ 1,026 $ 4,898 $ 1,777 |
Schedule of construction in progress | June 30, 2023 December 31, 2022 Construction in progress EV cell line (SP1) $ 1,083 $ 2,010 Other cell development equipment (SP1) 2,703 2,206 Electrolyte production and development equipment (SP2) 27,531 35,820 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Intangible Assets | |
Schedule of intangible assets | June 30, 2023 December 31, 2022 Gross Carrying Accumulated Gross Carrying Accumulated Amount Amortization Amount Amortization Intangible assets: Licenses $ 149 $ (56) $ 149 $ (51) Patents 72 (3) — — Patents pending 1,168 — 984 — Trademarks 13 — 9 — Trademarks pending 17 — 17 — Total amortized intangible assets $ 1,419 $ (59) $ 1,159 $ (51) |
Schedule of amortization expense for intangible assets | Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Amortization expense $ 3 $ 2 $ 8 $ 5 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Measurements | |
Schedule of financial assets and liabilities measured and recorded at fair value on a recurring basis | June 30, 2023 Level 1 Level 2 Level 3 Total Assets Commercial Paper $ 137,072 $ — $ — $ 137,072 Corporate Bonds $ 216,390 $ — $ — $ 216,390 Government Bonds $ 61,487 $ — $ — $ 61,487 U.S. Treasuries — — — — Liabilities Public Warrants $ 3,932 $ — $ — $ 3,932 Private Placement Warrants $ — $ 2,859 $ — $ 2,859 December 31, 2022 Level 1 Level 2 Level 3 Total Assets Commercial Paper $ 165,179 $ — $ — $ 165,179 Corporate Bonds $ 227,957 $ — $ — $ 227,957 Government Bonds $ 42,865 $ — $ — $ 42,865 U.S. Treasuries 9,930 — — 9,930 Liabilities Public Warrants $ 4,900 $ — $ — $ 4,900 Private Placement Warrants $ — $ 4,217 $ — $ 4,217 |
Schedule of Level 2 inputs used in the recurring valuation of the Private Placement Warrants | June 30, 2023 December 31, 2022 Exercise Price $ 11.50 $ 11.50 Stock Price $ 2.54 $ 2.54 Volatility 70.0 % 71.3 % Term 3.44 3.94 Risk-free rate 4.32 % 4.03 % |
Schedule of reconciliation of warrants measured at fair value | Public Warrants Private Placement Warrants Level 1 Fair Value Level 2 Fair Value December 31, 2022 $ 0.42 $ 0.55 Change in fair value $ 0.04 $ 0.31 March 31, 2023 $ 0.46 $ 0.86 Change in fair value $ (0.15) $ (0.43) June 30, 2023 $ 0.31 $ 0.43 |
Schedule of change in fair value for the Public Warrants and Private Placement Warrants | Three months change in Warrant Class Level Warrants March 31, 2023 fair value June 30, 2023 Public Warrants 1 12,684,423 $ 5,576 $ (1,644) $ 3,932 Private Placement Warrants 2 6,648,880 $ 6,203 $ (3,343) $ 2,860 Total 19,333,303 $ 11,779 $ (4,987) $ 6,792 Six months change in Warrant Class Level Warrants December 31, 2022 fair value June 30, 2023 Public Warrants 1 12,684,423 $ 4,900 $ (968) $ 3,932 Private Placement Warrants 2 6,648,880 $ 4,217 $ (1,357) $ 2,860 Total 19,333,303 $ 9,117 $ (2,325) $ 6,792 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders' Equity | |
Schedule of stock options exercised | Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Stock options exercised 346,676 656,180 2,026,630 6,869,144 Shares issued under ESPP 129,928 — 129,928 — Shares issued upon vesting of RSUs 163,148 20,672 163,148 20,672 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Stock Based Compensation | |
Schedule of recognized & allocated compensation costs | Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Equity-based compensation costs related to RSUs $ 954 $ 514 $ 1,589 $ 514 Equity-based compensation costs related to stock options 1,889 1,800 3,476 3,396 Equity-based compensation costs related to ESPP 80 — 80 — Total equity-based compensation costs $ 2,923 $ 2,314 $ 5,145 $ 3,910 Unrecognized future compensation cost as of — — 34,327 25,316 |
Schedule of award activity for stock options and RSU's | The following table summarizes our award activity for RSUs and stock options for the three and six months ended June 30, 2023: RSUs Stock Options Balance at December 31, 2022 1,057,980 25,998,172 Granted 1,797,034 3,272,873 Vested or Exercised — (1,679,954) Forfeited (88,441) (1,494,020) Balance at March 31, 2023 2,766,573 26,097,071 Granted 1,753,207 1,904,016 Vested or Exercised (215,553) (346,676) Forfeited (47,181) (466,635) Outstanding at June 30, 2023 4,257,046 27,187,776 |
Schedule of fair value of each option using the Black-Scholes option pricing model | Six months ended June 30, 2023 2022 Approximate risk ‑ free rate 4.17 % 2.84 % Volatility 46.91 % 44.69 % Average expected life (years) 6 years 6 years Dividend yield — % — % Weighted ‑ average grant date fair value $ 2.80 $ 7.26 Estimated fair value of total stock options granted $ 7,815 $ 5,659 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings (Loss) Per Share | |
Schedule of reconciliation of basic weighted average common shares outstanding to diluted weighted average shares outstanding | Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Net income (loss) attributable to common stockholders $ (12,205) $ 13,667 $ (31,365) $ 3,321 Weighted average shares outstanding – basic 178,063,573 174,128,230 177,502,037 173,266,760 Weighted average shares outstanding – diluted 178,063,573 174,703,533 177,502,037 173,566,001 Basic and diluted earnings (loss) per share $ (0.07) $ 0.08 $ (0.18) $ 0.02 |
Schedule of potentially dilutive securities excluded from the diluted earnings per share calculation | Six Months Ended June 30, 2023 2022 Warrants 19,333,303 19,333,303 2014 & 2021 Equity Incentive Plan - Stock Options 25,892,666 27,161,312 2021 Equity Incentive Plan - RSUs 2,474,393 1,674,284 2021 Employee Stock Purchase Plan - Common Stock 46,352 — Contingently Issuable Common Stock 59,055 — Total potentially dilutive securities 47,805,769 48,168,899 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases | |
Schedule of components of lease related expense | Three Months Ended Six Months Ended June 30, 2023 June 30, 2023 Finance lease costs: Amortization of right-of-use assets $ 47 $ 91 Interest on lease liabilities 13 25 Operating lease costs 290 580 Total lease expense $ 350 $ 696 |
Schedule of components of cash flow information related to leases | Three Months Ended Six Months Ended June 30, 2023 June 30, 2023 Operating outgoing cash flows – finance lease $ 14 $ 26 Financing outgoing cash flows – finance lease 74 141 Operating outgoing cash flows – operating lease 283 567 Right-of-use assets obtained in exchange for new finance lease liabilities: 79 89 Right-of-use assets obtained in exchange for new operating lease liabilities: — — |
Schedule of remaining weighted-average lease term and weighted-average discount rate | June 30, 2023 Finance lease Weighted-average remaining lease term – finance lease (in years) 2.98 Weighted-average discount rate – finance lease 6.2 % Operating lease Weighted-average remaining lease term – operating lease (in years) 9.71 Weighted-average discount rate – operating lease 6.9 % |
Schedule of future minimum payments under finance lease | As of June 30, 2023, future minimum payments during the next five years and thereafter are as follows: Fiscal year Finance Lease Operating Lease 2023 (remaining six months) $ 174 $ 571 2024 349 1,173 2025 234 1,210 2026 109 1,248 2027 37 1,288 2028 16 1,329 Thereafter — 5,244 Total 919 12,063 Less present value discount 77 3,158 Total lease liabilities $ 842 $ 8,905 |
Schedule of future minimum payments under operating lease | Fiscal year Finance Lease Operating Lease 2023 (remaining six months) $ 174 $ 571 2024 349 1,173 2025 234 1,210 2026 109 1,248 2027 37 1,288 2028 16 1,329 Thereafter — 5,244 Total 919 12,063 Less present value discount 77 3,158 Total lease liabilities $ 842 $ 8,905 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment | ||
Gross property and equipment | $ 111,540 | $ 94,387 |
Accumulated depreciation | (16,464) | (11,626) |
Net property and equipment | 95,076 | 82,761 |
Commercial production equipment | ||
Property, Plant and Equipment | ||
Gross property and equipment | 25,454 | 21,595 |
Laboratory equipment | ||
Property, Plant and Equipment | ||
Gross property and equipment | 7,554 | 3,278 |
Leasehold improvements | ||
Property, Plant and Equipment | ||
Gross property and equipment | 45,581 | 27,996 |
Furniture and computer equipment | ||
Property, Plant and Equipment | ||
Gross property and equipment | 1,634 | 1,482 |
Construction in progress | ||
Property, Plant and Equipment | ||
Gross property and equipment | $ 31,317 | $ 40,036 |
Property, Plant and Equipment -
Property, Plant and Equipment - Depreciation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Property and Equipment | ||||
Depreciation expense | $ 4,906 | $ 1,782 | ||
Property, Plant and Equipment | ||||
Property and Equipment | ||||
Depreciation expense | $ 2,639 | $ 1,026 | $ 4,898 | $ 1,777 |
Property, Plant and Equipment_3
Property, Plant and Equipment - Construction in progress (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
EV cell line | ||
Property, Plant and Equipment | ||
Construction in progress | $ 1,083 | $ 2,010 |
Other cell development equipment | ||
Property, Plant and Equipment | ||
Construction in progress | 2,703 | 2,206 |
Electrolyte production and development equipment | ||
Property, Plant and Equipment | ||
Construction in progress | $ 27,531 | $ 35,820 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Intangible assets: | ||
Gross Carrying Amount | $ 1,419 | $ 1,159 |
Accumulated Amortization | $ (59) | (51) |
Minimum | ||
Intangible assets: | ||
Estimated useful life of intangible assets | 3 years | |
Maximum | ||
Intangible assets: | ||
Estimated useful life of intangible assets | 20 years | |
Licenses | ||
Intangible assets: | ||
Gross Carrying Amount | $ 149 | 149 |
Accumulated Amortization | (56) | (51) |
Patents | ||
Intangible assets: | ||
Gross Carrying Amount | 72 | |
Accumulated Amortization | (3) | |
Patents pending | ||
Intangible assets: | ||
Gross Carrying Amount | 1,168 | 984 |
Trademarks | ||
Intangible assets: | ||
Gross Carrying Amount | 13 | 9 |
Trademarks pending | ||
Intangible assets: | ||
Gross Carrying Amount | $ 17 | $ 17 |
Intangible Assets - Amortizatio
Intangible Assets - Amortization expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Intangible Assets | ||||
Amortization expense | $ 3 | $ 2 | $ 8 | $ 5 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Liabilities | |||
Purchase of marketable securities | $ 174,400 | $ 174,400 | |
Recurring | Public Warrants | |||
Liabilities | |||
Liabilities | 3,932 | 3,932 | $ 4,900 |
Recurring | Private Placement Warrants | |||
Liabilities | |||
Liabilities | 2,859 | 2,859 | 4,217 |
Recurring | Level 1 | Public Warrants | |||
Liabilities | |||
Liabilities | 3,932 | 3,932 | 4,900 |
Recurring | Level 2 | Private Placement Warrants | |||
Liabilities | |||
Liabilities | 2,859 | 2,859 | 4,217 |
Recurring | Level 3 | |||
Liabilities | |||
Transfers in or out of Level 3 | 0 | 0 | 0 |
Recurring | Commercial Paper | |||
Assets | |||
Assets | 137,072 | 137,072 | 165,179 |
Recurring | Commercial Paper | Level 1 | |||
Assets | |||
Assets | 137,072 | 137,072 | 165,179 |
Recurring | Corporate Bonds | |||
Assets | |||
Assets | 216,390 | 216,390 | 227,957 |
Recurring | Corporate Bonds | Level 1 | |||
Assets | |||
Assets | 216,390 | 216,390 | 227,957 |
Recurring | Municipal Bonds | |||
Assets | |||
Assets | 61,487 | 61,487 | 42,865 |
Recurring | Municipal Bonds | Level 1 | |||
Assets | |||
Assets | $ 61,487 | $ 61,487 | 42,865 |
Recurring | U.S. Treasuries | |||
Assets | |||
Assets | 9,930 | ||
Recurring | U.S. Treasuries | Level 1 | |||
Assets | |||
Assets | $ 9,930 |
Fair Value Measurements - Measu
Fair Value Measurements - Measurement inputs (Details) - Recurring - Level 2 - Private Placement Warrants | Jun. 30, 2023 $ / shares Y | Dec. 31, 2022 Y $ / shares |
Exercise Price | ||
Fair Value Measurements | ||
Measurement input, warrants | 11.50 | 11.50 |
Stock Price | ||
Fair Value Measurements | ||
Measurement input, warrants | 2.54 | 2.54 |
Volatility | ||
Fair Value Measurements | ||
Measurement input, warrants | 70 | 71.3 |
Term | ||
Fair Value Measurements | ||
Measurement input, warrants | Y | 3.44 | 3.94 |
Risk-free rate | ||
Fair Value Measurements | ||
Measurement input, warrants | 4.32 | 4.03 |
Fair Value Measurements - Publi
Fair Value Measurements - Public Warrants measured at fair value using Level 1 directly observable inputs and Private Placement Warrants (Details) - Recurring - $ / shares | 3 Months Ended | |
Jun. 30, 2023 | Mar. 31, 2023 | |
Public Warrants | Level 1 | ||
Reconciliation | ||
Beginning balance, per share | $ 0.46 | $ 0.42 |
Change in fair value | (0.15) | 0.04 |
Ending balance, per share | 0.31 | 0.46 |
Private Placement Warrants | Level 2 | ||
Reconciliation | ||
Beginning balance, per share | 0.86 | 0.55 |
Change in fair value | (0.43) | 0.31 |
Ending balance, per share | $ 0.43 | $ 0.86 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair value for the Public Warrants and Private Placement Warrants (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value, Recurring | |||
Fair Value Measurements | |||
Number of warrants outstanding | 19,333,303 | 19,333,303 | |
Reconciliation | |||
Balance at the beginning | $ 11,779 | $ 9,117 | |
Change in fair value | (4,987) | (2,325) | |
Balance at the end | $ 6,792 | $ 6,792 | |
Public Warrants | |||
Fair Value Measurements | |||
Number of warrants outstanding | 12,684,423 | 12,684,423 | 11,666,636 |
Public Warrants | Fair Value, Recurring | Level 1 | |||
Fair Value Measurements | |||
Number of warrants outstanding | 12,684,423 | 12,684,423 | |
Reconciliation | |||
Balance at the beginning | $ 5,576 | $ 4,900 | |
Change in fair value | (1,644) | (968) | |
Balance at the end | $ 3,932 | $ 3,932 | |
Private Placement Warrants | |||
Fair Value Measurements | |||
Number of warrants outstanding | 6,648,880 | 6,648,880 | 7,666,667 |
Private Placement Warrants | Fair Value, Recurring | Level 2 | |||
Fair Value Measurements | |||
Number of warrants outstanding | 6,648,880 | 6,648,880 | |
Reconciliation | |||
Balance at the beginning | $ 6,203 | $ 4,217 | |
Change in fair value | (3,343) | (1,357) | |
Balance at the end | $ 2,860 | $ 2,860 |
Warrant Liabilities (Details)
Warrant Liabilities (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Warrant Liabilities | |||||
Change in fair value of warrant liabilities | $ 4,987 | $ 27,473 | $ 2,325 | $ 28,183 | |
Warrants | |||||
Warrant Liabilities | |||||
Class of warrant or right, number of securities called by each warrant or right | 1 | 1 | |||
Exercise price of warrants | $ 11.50 | $ 11.50 | |||
Fair value, measurement with unobservable inputs reconciliation, recurring basis, liability value | $ 101,253 | $ 101,253 | |||
Public Warrants | |||||
Warrant Liabilities | |||||
Number of warrants outstanding | 12,684,423 | 12,684,423 | 11,666,636 | ||
Private Placement Warrants | |||||
Warrant Liabilities | |||||
Number of warrants outstanding | 6,648,880 | 6,648,880 | 7,666,667 |
Stockholders' Equity - Stock op
Stockholders' Equity - Stock options exercised (Details) - Common Stock - shares | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Stockholders' Equity | ||||||
Stock options exercised (in shares) | 346,676 | 1,679,954 | 656,180 | 6,212,964 | 2,026,630 | 6,869,144 |
Shares issued under ESPP (in shares) | 129,928 | 129,928 | ||||
Shares issued upon vesting of RSUs (in shares) | 163,148 | 20,672 | 163,148 | 20,672 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Stockholders' Equity | ||||
Cash received from options exercised | $ 184 | $ 354 | ||
Cash received from shares issued under the ESPP | $ 214 | $ 0 | 214 | 0 |
Equity Incentive2014 Plan [Member] | ||||
Stockholders' Equity | ||||
Cash received from options exercised | $ 34 | $ 84 | $ 184 | $ 354 |
Stock Based Compensation - Comp
Stock Based Compensation - Compensation costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Compensation costs | ||||
Equity-based compensation cost | $ 2,923 | $ 2,314 | $ 5,145 | $ 3,910 |
Unrecognized compensation costs related to restricted stock units | 34,327 | 25,316 | 34,327 | 25,316 |
Restricted stock units (RSUs) | ||||
Compensation costs | ||||
Equity-based compensation cost | 954 | 514 | 1,589 | 514 |
Employee stock option | ||||
Compensation costs | ||||
Equity-based compensation cost | 1,889 | $ 1,800 | 3,476 | $ 3,396 |
ESPP | ||||
Compensation costs | ||||
Equity-based compensation cost | $ 80 | $ 80 |
Stock Based Compensation - Stoc
Stock Based Compensation - Stock options and Restricted stock units (Details) - shares | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | |
Restricted stock units (RSUs) | |||
Restricted Stock Units. | |||
Outstanding at beginning of period | 2,766,573 | 1,057,980 | 1,057,980 |
Granted | 1,753,207 | 1,797,034 | |
Vested | (215,553) | ||
Forfeited | (47,181) | (88,441) | |
Outstanding at end of period | 4,257,046 | 2,766,573 | 4,257,046 |
Employee stock option | |||
Number of Shares | |||
Outstanding at beginning of period | 26,097,071 | 25,998,172 | 25,998,172 |
Granted | 1,904,016 | 3,272,873 | |
Exercised | (346,676) | (1,679,954) | |
Forfeited or expired | (466,635) | (1,494,020) | |
Outstanding at end of period | 27,187,776 | 26,097,071 | 27,187,776 |
Stock Based Compensation - Fair
Stock Based Compensation - Fair value of options granted (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Stock Based Compensation | ||
Approximate risk-free rate | 4.17% | 2.84% |
Volatility | 46.91% | 44.69% |
Average expected life (years) | 6 years | 6 years |
Weighted-average grant date fair value | $ 2.80 | $ 7.26 |
Estimated fair value of total stock options granted (in thousands) | $ 7,815 | $ 5,659 |
Earnings (Loss) Per Share - Sch
Earnings (Loss) Per Share - Schedule of reconciliation of basic weighted average common shares outstanding to diluted weighted average shares outstanding (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings (Loss) Per Share | ||||
Net income (loss) attributable to common stockholders | $ (12,205) | $ 13,667 | $ (31,365) | $ 3,321 |
Weighted average shares outstanding - basic | 178,063,573 | 174,128,230 | 177,502,037 | 173,266,760 |
Weighted average shares outstanding - diluted | 178,063,573 | 174,703,533 | 177,502,037 | 173,566,001 |
Earnings (loss) per share - Basic | $ (0.07) | $ 0.08 | $ (0.18) | $ 0.02 |
Earnings (loss) per share - Diluted | $ (0.07) | $ 0.08 | $ (0.18) | $ 0.02 |
Earnings (Loss) Per Share - S_2
Earnings (Loss) Per Share - Schedule of potentially dilutive securities excluded from the diluted loss per share calculation (Details) - shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings (Loss) Per Share | ||
Total potentially dilutive securities | 47,805,769 | 48,168,899 |
Warrants | ||
Earnings (Loss) Per Share | ||
Total potentially dilutive securities | 19,333,303 | 19,333,303 |
2014 & 2021 Equity Incentive Plan - Stock Options | ||
Earnings (Loss) Per Share | ||
Total potentially dilutive securities | 25,892,666 | 27,161,312 |
2021 Equity Incentive Plan - Restricted Stock Units | ||
Earnings (Loss) Per Share | ||
Total potentially dilutive securities | 2,474,393 | 1,674,284 |
2021 Employee Stock Purchase Plan | ||
Earnings (Loss) Per Share | ||
Total potentially dilutive securities | 46,352 | |
Contingently Issuable Common Stock | ||
Earnings (Loss) Per Share | ||
Total potentially dilutive securities | 59,055 |
Leases - Components of lease (D
Leases - Components of lease (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 01, 2021 | |
Leases | ||||
Operating lease renewal term (in years) | 5 years | 5 years | ||
Finance lease costs: | ||||
Amortization of right-of-use assets | $ 47 | $ 91 | ||
Interest on lease liabilities | 13 | 25 | ||
Operating lease costs | 290 | 580 | ||
Total lease expense | $ 350 | $ 696 |
Leases - Components of suppleme
Leases - Components of supplemental cash flow information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | |
Leases | ||
Operating outgoing cash flows - finance lease | $ 14 | $ 26 |
Financing outgoing cash flows - finance lease | 74 | 141 |
Operating outgoing cash flows - operating lease | 283 | 567 |
Right-of-use assets obtained in exchange for new finance lease liabilities: | $ 79 | $ 89 |
Leases - Lease term and discoun
Leases - Lease term and discount rate (Details) | Jun. 30, 2023 |
Leases | |
Weighted-average remaining lease term - finance lease (in years) | 2 years 11 months 23 days |
Weighted-average discount rate - finance lease | 6.20% |
Weighted-average remaining lease term - operating lease (in years) | 9 years 8 months 15 days |
Weighted-average discount rate - operating lease | 6.90% |
Leases - Schedule of future min
Leases - Schedule of future minimum payments (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Finance Lease | |
2023 (remaining six months) | $ 174 |
2024 | 349 |
2025 | 234 |
2026 | 109 |
2027 | 37 |
2028 | 16 |
Total | 919 |
Less present value discount | 77 |
Total lease liabilities | 842 |
Operating Lease | |
2023 (remaining six months) | 571 |
2024 | 1,173 |
2025 | 1,210 |
2026 | 1,248 |
2027 | 1,288 |
2028 | 1,329 |
Thereafter | 5,244 |
Total | 12,063 |
Less present value discount | 3,158 |
Total lease liabilities | $ 8,905 |
Related Party Transaction (Deta
Related Party Transaction (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Revenue from Related Parties | $ 4,906 | $ 2,582 | $ 8,698 | $ 4,778 |
BMW | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Amounts due from related party | 2,477 | 2,477 | ||
Revenue from Related Parties | $ 3,470 | $ 6,470 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Taxes | ||||
Effective tax rate | 0% | 0.27% | 0% | 0.49% |