Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 31, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | ASPN | |
Entity Registrant Name | ASPEN AEROGELS, INC. | |
Entity Central Index Key | 0001145986 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 70,256,926 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-36481 | |
Entity Tax Identification Number | 04-3559972 | |
Entity Address, Address Line One | 30 Forbes Road | |
Entity Address, Address Line Two | Building B | |
Entity Address, State or Province | MA | |
Entity Address, City or Town | Northborough | |
Entity Address, Postal Zip Code | 01532 | |
City Area Code | 508 | |
Local Phone Number | 691-1111 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock, par value $0.00001 per share | |
Security Exchange Name | NYSE | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 94,643 | $ 281,335 |
Restricted cash | 320 | 1,226 |
Accounts receivable, net of allowances of $184 and $255 | 54,413 | 57,350 |
Inventories | 34,421 | 22,538 |
Prepaid expenses and other current assets | 16,568 | 7,236 |
Total current assets | 200,365 | 369,685 |
Property, plant and equipment, net | 385,026 | 259,223 |
Operating lease right-of-use assets | 17,400 | 11,990 |
Other long-term assets | 2,355 | 2,518 |
Total assets | 605,146 | 643,416 |
Current liabilities: | ||
Accounts payable | 37,115 | 54,728 |
Accrued expenses | 16,694 | 16,003 |
Deferred revenue | 5,463 | 5,846 |
Operating lease liabilities | 1,986 | 2,368 |
Total current liabilities | 61,258 | 78,945 |
Convertible note - related party | 112,088 | 103,580 |
Operating lease liabilities long-term | 21,987 | 13,456 |
Total liabilities | 195,333 | 195,981 |
Commitments and contingencies (Note 9) | ||
Stockholders’ equity: | ||
Preferred stock, $0.00001 par value; 5,000,000 shares authorized, no shares issued and outstanding at September 30, 2023 and December 31, 2022 | ||
Common stock, $0.00001 par value; 250,000,000 shares authorized, 70,226,633 and 69,994,963 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | 0 | 0 |
Additional paid-in capital | 1,082,896 | 1,075,226 |
Accumulated deficit | (673,083) | (627,791) |
Total stockholders’ equity | 409,813 | 447,435 |
Total liabilities and stockholders’ equity | $ 605,146 | $ 643,416 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for accounts receivables | $ 184 | $ 255 |
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 70,226,633 | 69,994,963 |
Common stock, shares outstanding | 70,226,633 | 69,994,963 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 60,755 | $ 36,706 | $ 154,499 | $ 120,753 |
Cost of revenue | 46,945 | 43,065 | 127,196 | 130,111 |
Gross profit (loss) | 13,810 | (6,359) | 27,303 | (9,358) |
Operating expenses: | ||||
Research and development | 4,218 | 4,694 | 12,281 | 12,733 |
Sales and marketing | 8,386 | 7,293 | 24,226 | 20,944 |
General and administrative | 15,840 | 9,963 | 41,382 | 26,544 |
Total operating expenses | 28,444 | 21,950 | 77,889 | 60,221 |
Loss from operations | (14,634) | (28,309) | (50,586) | (69,579) |
Other income (expense) | ||||
Interest expense, convertible note - related party | (1,938) | (1,734) | (2,424) | (4,103) |
Interest income, net | 1,313 | 448 | 5,532 | 553 |
Income from Employee Retention Credits | 2,186 | 2,186 | ||
Total other income (expense), net | 1,561 | (1,286) | 5,294 | (3,550) |
Net loss | $ (13,073) | $ (29,595) | $ (45,292) | $ (73,129) |
Net loss per share: | ||||
Basic | $ (0.19) | $ (0.75) | $ (0.65) | $ (2.03) |
Diluted | $ (0.19) | $ (0.75) | $ (0.65) | $ (2.03) |
Weighted-average common shares outstanding: | ||||
Basic | 69,317,805 | 39,533,695 | 69,243,843 | 36,047,879 |
Diluted | 69,317,805 | 39,533,695 | 69,243,843 | 36,047,879 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | At The Market Offering [Member] | Private Placement [Member] | Common Stock [Member] | Common Stock [Member] At The Market Offering [Member] | Common Stock [Member] Private Placement [Member] | Additional Paid-in Capital | Additional Paid-in Capital At The Market Offering [Member] | Additional Paid-in Capital Private Placement [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2021 | $ 128,408 | $ 673,461 | $ (545,053) | |||||||
Beginning balance, shares at Dec. 31, 2021 | 33,218,115 | |||||||||
Net loss | (19,484) | (19,484) | ||||||||
Stock compensation expense | 1,828 | 1,828 | ||||||||
Vesting of restricted stock units | (2,315) | (2,315) | ||||||||
Vesting of restricted stock units, shares | 166,211 | |||||||||
Proceeds from employee stock option exercises | 38 | 38 | ||||||||
Proceeds from employee stock option exercises, shares | 4,681 | |||||||||
Proceeds from offering, net | $ 23,272 | $ 49,864 | $ 23,272 | $ 49,864 | ||||||
Proceeds from offering, net, shares | 737,288 | 1,791,986 | ||||||||
Ending balance at Mar. 31, 2022 | 181,611 | 746,148 | (564,537) | |||||||
Ending balance, shares at Mar. 31, 2022 | 35,918,281 | |||||||||
Beginning balance at Dec. 31, 2021 | 128,408 | 673,461 | (545,053) | |||||||
Beginning balance, shares at Dec. 31, 2021 | 33,218,115 | |||||||||
Net loss | (73,129) | |||||||||
Ending balance at Sep. 30, 2022 | 182,406 | 800,588 | (618,182) | |||||||
Ending balance, shares at Sep. 30, 2022 | 40,841,127 | |||||||||
Beginning balance at Mar. 31, 2022 | 181,611 | 746,148 | (564,537) | |||||||
Beginning balance, shares at Mar. 31, 2022 | 35,918,281 | |||||||||
Net loss | (24,050) | (24,050) | ||||||||
Stock compensation expense | 2,295 | 2,295 | ||||||||
Issuance of restricted stock, shares | 391,324 | |||||||||
Vesting of restricted stock units | (24) | (24) | ||||||||
Vesting of restricted stock units, shares | 2,569 | |||||||||
Proceeds from employee stock option exercises | 136 | 136 | ||||||||
Proceeds from employee stock option exercises, shares | 21,110 | |||||||||
Proceeds from offering, net | 4,786 | 4,786 | ||||||||
Proceeds from offering, net, shares | 145,000 | |||||||||
Ending balance at Jun. 30, 2022 | 164,754 | 753,341 | (588,587) | |||||||
Ending balance, shares at Jun. 30, 2022 | 36,478,284 | |||||||||
Net loss | (29,595) | (29,595) | ||||||||
Stock compensation expense | 2,590 | 2,590 | ||||||||
Issuance of restricted stock, shares | 3,495 | |||||||||
Vesting of restricted stock units, shares | 236 | |||||||||
Proceeds from offering, net | $ 44,657 | $ 44,657 | ||||||||
Proceeds from offering, net, shares | 4,359,112 | |||||||||
Ending balance at Sep. 30, 2022 | 182,406 | 800,588 | (618,182) | |||||||
Ending balance, shares at Sep. 30, 2022 | 40,841,127 | |||||||||
Beginning balance at Dec. 31, 2022 | 447,435 | 1,075,226 | (627,791) | |||||||
Beginning balance, shares at Dec. 31, 2022 | 69,994,963 | |||||||||
Net loss | (16,796) | (16,796) | ||||||||
Stock compensation expense | 2,267 | 2,267 | ||||||||
Vesting of restricted stock units | (385) | (385) | ||||||||
Vesting of restricted stock units, shares | 71,643 | |||||||||
Proceeds from employee stock option exercises | 21 | 21 | ||||||||
Proceeds from employee stock option exercises, shares | 2,554 | |||||||||
Ending balance at Mar. 31, 2023 | 432,542 | 1,077,129 | (644,587) | |||||||
Ending balance, shares at Mar. 31, 2023 | 70,069,160 | |||||||||
Beginning balance at Dec. 31, 2022 | 447,435 | 1,075,226 | (627,791) | |||||||
Beginning balance, shares at Dec. 31, 2022 | 69,994,963 | |||||||||
Net loss | (45,292) | |||||||||
Ending balance at Sep. 30, 2023 | 409,813 | 1,082,896 | (673,083) | |||||||
Ending balance, shares at Sep. 30, 2023 | 70,226,633 | |||||||||
Beginning balance at Mar. 31, 2023 | 432,542 | 1,077,129 | (644,587) | |||||||
Beginning balance, shares at Mar. 31, 2023 | 70,069,160 | |||||||||
Net loss | (15,423) | (15,423) | ||||||||
Stock compensation expense | 2,710 | 2,710 | ||||||||
Issuance of restricted stock, shares | 44,928 | |||||||||
Vesting of restricted stock units | (8) | (8) | ||||||||
Vesting of restricted stock units, shares | 2,464 | |||||||||
Proceeds from employee stock option exercises | 150 | 150 | ||||||||
Proceeds from employee stock option exercises, shares | 41,591 | |||||||||
Ending balance at Jun. 30, 2023 | 419,971 | 1,079,981 | (660,010) | |||||||
Ending balance, shares at Jun. 30, 2023 | 70,158,143 | |||||||||
Net loss | (13,073) | (13,073) | ||||||||
Stock compensation expense | 2,789 | 2,789 | ||||||||
Vesting of restricted stock units | (9) | (9) | ||||||||
Vesting of restricted stock units, shares | 2,662 | |||||||||
Proceeds from employee stock option exercises | 274 | 274 | ||||||||
Proceeds from employee stock option exercises, shares | 65,828 | |||||||||
Issuance costs from underwritten public offering | (139) | (139) | ||||||||
Ending balance at Sep. 30, 2023 | $ 409,813 | $ 1,082,896 | $ (673,083) | |||||||
Ending balance, shares at Sep. 30, 2023 | 70,226,633 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
At The Market Offering [Member] | |||
Commissions and fees | $ 1,391 | $ 149 | $ 729 |
Issuance costs | $ 285 | $ 28 | 318 |
Private Placement [Member] | |||
Fees and issuance costs | $ 136 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (45,292) | $ (73,129) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 10,757 | 6,692 |
Accretion of interest on convertible note - related party | 1,721 | 4,103 |
Amortization of debt discount due to modification of convertible note - related party | 675 | |
Provision for bad debt | (89) | 42 |
Stock-compensation expense | 7,766 | 6,713 |
Reduction in the carrying amount of operating lease right-of-use assets | 2,186 | 1,925 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 3,026 | (6,733) |
Inventories | (11,883) | (8,613) |
Prepaid expenses and other assets | (6,771) | (3,055) |
Accounts payable | (420) | 481 |
Accrued expenses | 691 | 1,918 |
Deferred revenue | (383) | 1,035 |
Operating lease liabilities | (1,845) | (1,721) |
Net cash used in operating activities | (39,833) | (70,319) |
Cash flows from investing activities: | ||
Capital expenditures | (147,669) | (119,348) |
Net cash used in investing activities | (147,669) | (119,348) |
Cash flows from financing activities: | ||
Proceeds from issuance of convertible note related party | 100,000 | |
Proceeds from employee stock option exercises | 445 | 174 |
Payments made for employee restricted stock tax withholdings | (402) | (2,340) |
Proceeds from private placement of common stock | 50,000 | |
Fees and issuance costs from private placement of common stock | (139) | (137) |
Repayment of prepayment liability | (4,728) | |
Net cash provided by (used in) financing activities | (96) | 215,501 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (187,598) | 25,834 |
Cash, cash equivalents and restricted cash at beginning of period | 282,561 | 76,564 |
Cash, cash equivalents and restricted cash at end of period | 94,963 | 102,398 |
Supplemental disclosures of cash flow information: | ||
Interest paid | 1 | 130 |
Supplemental disclosures of non-cash activities: | ||
Right-of-use assets obtained in exchange for new operating lease liabilities | 9,994 | 5,857 |
Capitalized interest | 6,084 | 1,277 |
Changes in accrued capital expenditures | (17,193) | 40,402 |
At The Market Offering [Member] | ||
Cash flows from financing activities: | ||
Proceeds from at-the-market offering, net of commissions of $2,269 | 73,348 | |
Fees and issuance costs from at-the-market offering | (631) | |
Convertible Note [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of convertible note issuance costs | $ 28 | 23 |
Cash flows from financing activities: | ||
Issuance costs from convertible note | $ (185) |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
At The Market Offering [Member] | ||
Commissions and fees net | $ 2,269 | $ 2,269 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||||||
Net Income (Loss) | $ (13,073) | $ (15,423) | $ (16,796) | $ (29,595) | $ (24,050) | $ (19,484) | $ (45,292) | $ (73,129) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Title | directors or executive officers |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | (1) Description of Business and Basis of Presentation Nature of Business Aspen Aerogels, Inc. (the Company) is an aerogel technology company that designs, develops and manufactures innovative, high-performance aerogel insulation used primarily in the energy industrial and sustainable insulation materials markets. In addition, the Company has introduced a line of aerogel thermal barriers for use in battery packs in the electric vehicle market. The Company is also developing applications for its aerogel technology in the battery materials and a number of other high-potential markets. The Company maintains its corporate offices in Northborough, Massachusetts. The Company has three wholly owned subsidiaries: Aspen Aerogels Rhode Island, LLC, Aspen Aerogels Germany, GmbH and Aspen Aerogels Georgia, LLC. Liquidity During the nine months ended September 30, 2023, the Company incurred a net loss of $ 45.3 million, used $ 39.8 million of cash in operations and used $ 147.7 million of cash for capital expenditures. The Company had unrestricted cash and cash equivalents of $ 94.6 million as of September 30, 2023. On November 28, 2022, the Company entered into a loan agreement with (the GM Loan Agreement) General Motors Holdings LLC (GM), an entity affiliated with General Motors LLC, which provides for a multi-draw senior secured term loan (the GM Loan) in an aggregate principal amount of up to $ 100.0 million, available to the Company on a delayed draw basis beginning January 1, 2023 to September 30, 2023 , subject to certain conditions precedent to funding. On September 28, 2023, the Company amended the GM Loan Agreement to extend the draw period for the delayed GM Loan to a period beginning on the date that is twelve months prior to the date agreed upon by the Company and GM for the start of production at an aerogel manufacturing facility in Bulloch County, Georgia (the Plant) and ending on March 31, 2024 (or any later date approved in writing by GM at its sole discretion); extend the maturity date of the GM Loan from March 31, 2025 to September 30, 2025; and add financial covenants measured starting from the fiscal quarter ending December 31, 2024 and at the end of each fiscal quarter thereafter. The revised GM Loan Agreement also amended the conditions precedent to funding to require the Company to provide evidence that cash proceeds of one or more equity and/or debt financing arrangements of not less than $ 500.0 million in the aggregate have been contributed to and disbursed by the Company in the manner prescribed in a pre-determined project budget (subject to a permitted variance) to fund the construction of and equipment for the first phase of the Plant and require that 70 % of the total cost in connection with the construction and operation of the Plant has been fully funded prior to such applicable borrowing under the GM Loan Agreement. The Company is increasing investment in the research and development of next-generation aerogel products and manufacturing process technologies. In addition, the Company has developed a number of promising aerogel products and technologies for the electric vehicle market. The Company believes that the commercial potential for the Company’s products and technology in the electric vehicle market is significant. Accordingly, the Company is hiring additional personnel, incurring additional operating expenses, and incurring significant capital expenditures to expand silica aerogel manufacturing capacity, build an automated thermal barrier fabrication operation, enhance research and development laboratory facilities and equipment, and construct a battery materials facility, among other efforts. The Company expects its existing cash balance will be sufficient to support current operating requirements, current research and development activities and the capital expenditures required to support the evolving commercial opportunity in the electric vehicle market and other strategic business initiatives. However, the Company plans to supplement its cash balance with equity financings, debt financings, equipment leasing, sale-leaseback transactions, c ustomer prepayments, or government grant and loan programs to provide the additional capital necessary to purchase the capital equipment, construct the new facilities, establish the operations and complete the aerogel capacity expansions required to support these evolving commercial opportunities and strategic business initiatives. Unaudited Interim Financial Information The accompanying unaudited interim consolidated financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and disclosures normally included in the consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and accompanying notes in our Annual Report on Form 10-K for the year ended December 31, 2022 (the Annual Report), filed with the U.S. Securities and Exchange Commission on March 16, 2023. In the opinion of the Company’s management, the unaudited interim consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments that are of a normal recurring nature and necessary for the fair statement of the Company’s financial position as of September 30, 2023 and the results of its operations and stockholders’ equity for the three and nine months ended September 30, 2023 and 2022 and the cash flows for the nine-month periods then ended. The Company has evaluated subsequent events through the date of this filing. The Company’s results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or any other period. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | (2) Significant Accounting Policies Principles of Consolidation The accompanying condensed consolidated financial statements of the Company include the accounts of all its subsidiaries which are majority-owned, controlled by the Company or a variable interest entity (VIE) where the Company is the primary beneficiary. All significant intercompany accounts and transactions have been eliminated in consolidation. A VIE is an entity that lacks one or more of the characteristics of a voting interest entity. A VIE is defined as an entity in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The Company consolidates a VIE in accordance with ASC 810, Consolidation (ASC 810) when it is the primary beneficiary of such VIE. As primary beneficiary, the Company has both the power to direct the activities that most significantly impact the economic performance of the VIE and a right to receive benefits or absorb losses of the entity that could be potentially significant to the VIE. The Company is required to reconsider its evaluation of whether to consolidate a VIE each reporting period, based upon changes in the facts and circumstances pertaining to the VIE. The Company evaluates the initial consolidation of each Consolidated VIE, which includes a determination of whether the VIE constitutes the definition of a business in accordance with ASC 805, Business Combinations (ASC 805), by considering if substantially all of the fair value of the gross assets within the VIE are concentrated in either a single identifiable asset or group of single identifiable assets. Upon consolidation, the Company recognizes the assets acquired, the liabilities assumed, and any third-party ownership of membership interests as non-controlling interest as of the consolidation or acquisition date, measured at their relative fair values. In April 2022, the Company engaged Prodensa Servicios de Consultora to establish OPE Manufacturer Mexico S de RL de CV, a maquiladora located in Mexico with the express purposes of manufacturing thermal barrier PyroThin products and ultimately constructing an automated fabrication facility for PyroThin. OPE is currently owned by Prodensa, which charges a management fee though there is an option for OPE to be purchased by the Company after a period of 18 months . During the period between inception and the purchase option, OPE operations are consolidated within the Company's financial statements as of and for the nine months ended September 30, 2023 . Use of Estimates The preparation of the consolidated financial statements requires the Company to make a number of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include allowances for doubtful accounts, sales returns and allowances, product warranty costs, inventory valuation, the carrying amount of property and equipment, right-of-use assets, lease liabilities, stock-based compensation, and deferred income taxes. The Company evaluates its estimates and assumptions on an on-going basis using historical experience and other factors, including current economic conditions, which are believed to be reasonable under the circumstances. Management adjusts such estimates and assumptions when facts and circumstances warrant. Illiquid credit markets, volatile equity markets and declines in business investment can increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in these estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. Cash and Cash Equivalents Cash equivalents include short-term, highly liquid instruments, which consist of money market accounts and high-quality debt securities issued by the U.S. government via cash sweep and investment accounts. Cash and cash equivalents are maintained primarily with major financial institutions in North America. Deposits with these financial institutions may exceed the amount of insurance provided on such deposits; however, these deposits typically may be redeemed upon demand and, therefore, bear minimal risk. In light of the failure of Silicon Valley Bank and other regional banks, the Company continues to establish commercial banking relationships with additional large financial institutions. Restricted Cash As of September 30, 2023, the Company had $ 0.3 million of restricted cash to support its outstanding letters of credit to secure obligations under certain commercial contracts and other obligations. Concentration of Credit Risk Financial instruments, which potentially expose the Company to concentrations of credit risk, consist principally of accounts receivable. The Company’s customers are primarily insulation distributors, insulation contractors, insulation fabricators and select energy and automotive end-users located throughout the world. The Company performs ongoing credit evaluations of its customers’ financial condition and generally requires no collateral to secure accounts receivable. The Company maintains an allowance for doubtful accounts based on its assessment of the collectability of accounts receivable. The Company reviews the allowance for doubtful accounts quarterly. During the nine months ended September 30, 2023, the Company recorded a reduction for estimated customer uncollectible accounts receivable of less than $ 0.1 million. During the nine months ended September 30, 2022 , the Company recorded a reduction for estimated customer uncollectible accounts receivable of less than $ 0.1 million. For the nine months ended September 30, 2023 and 2022 , two customers represented 50 % and 44 % of total revenue, respectively. At September 30, 2023 , the Company had one customer which accounted for 61 % of accounts receivable. At December 31, 2022, the Company had two customers which accounted for 44 % and 10 % of accounts receivable, respectively. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification 606, Revenue from Contracts with Customers (ASC 606). See note 3 for further details. Leases The Company accounts for its leases in accordance with Accounting Standards Update (ASU) 2016-02 (Topic 842). See note 10 for further details. Stock-based Compensation The Company grants share-based awards to its employees and non-employee directors under its equity incentive plans: the 2023 Equity Incentive Plan (the 2023 Equity Plan) and its predecessor, the 2014 Employee, Director, and Consultant Equity Incentive Plan (the 2014 Equity Plan). All share-based awards granted, including grants of stock options, restricted stock and restricted stock units (RSUs), are recognized in the statement of operations based on their fair value as of the date of grant. Expense is recognized on a straight-line basis over the requisite service period for all awards with service conditions. For performance-based awards, the grant date fair value is recognized as expense when the condition is probable of being achieved, and then on a graded basis over the requisite service period. The Company uses the Black-Scholes option-pricing model to determine the fair value of service-based option awards. The Black-Scholes model requires the use of a number of complex and subjective assumptions including fair value of the underlying security, the expected volatility of the underlying security, a risk-free interest rate and the expected term of the option. The fair value of restricted stock and RSUs is determined using the closing price of the Company’s common stock on the date of grant. All shares of restricted stock are not transferable until vested. Restricted stock is typically issued to non-employee directors and typically vests over a one-year period from the date of issuance. RSUs are issued to employees and typically vest over a three-year period from the date of issuance. The fair value of restricted stock and RSUs upon which vesting is solely service-based is expensed ratably over the vesting period. If the service condition for shares of restricted stock is not met for any reason, the shares of unvested restricted stock will be forfeited and returned to the Company. For stock options that contain a market condition, the Company uses the Monte-Carlo simulation option-pricing model to determine the fair value of the awards. In addition to the input assumptions used in the Black-Scholes model, the Monte-Carlo simulation option-pricing model factors the probability that the specific market condition may or may not be satisfied into the valuation. Stock-based compensation expense for awards with a market condition is recognized on a straight-line basis over the requisite service period for each such award. During the nine months ended September 30, 2023, the Company granted 511,241 restricted common stock units (RSUs) with an aggregate grant date fair value of $ 4.5 million and non-qualified stock options (NSOs) to purchase 1,956,464 shares of common stock with an aggregate grant date fair value of $ 9.6 million to employees under its equity incentive plans . The RSUs and NSOs granted to employees will typically vest over a three-year period. During the nine months ended September 30, 2023, the Company also granted 44,928 shares of restricted common stock with a grant date fair value of $ 0.3 million and NSOs to purchase 46,272 shares of common stock with a grant date fair value of $ 0.2 million to its non-employee directors under the 2023 Equity Plan. The restricted common stock and NSOs granted to non-employee directors vest upon the earlier of the date that is the one-year anniversary of the grant date or the day prior to the Company’s annual meeting of stockholders to be held in 2024. Stock-based compensation is included in cost of revenue or operating expenses, as applicable, and consists of the following: Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 (In thousands) (In thousands) Cost of product revenue $ 93 $ 270 $ 420 $ 656 Research and development expenses 255 306 510 843 Sales and marketing expenses 378 548 1,110 1,328 General and administrative expenses 2,063 1,466 5,726 3,886 Total stock-based compensation $ 2,789 $ 2,590 $ 7,766 $ 6,713 The 2023 Equity Plan was approved by stockholders at the Company’s annual meeting of stockholders on June 1, 2023 as the successor to the 2014 Equity Plan, and no further awards may be made under the 2014 Equity Plan after that date. As of September 30, 2023, 6,030,483 shares of common stock were reserved for issuance upon the exercise or vesting of outstanding stock-based awards granted under the Company’s equity incentive plans. Any cancellations or forfeitures of awards outstanding under the 2023 Equity Plan, the 2014 Equity Plan or the 2001 Equity Incentive Plan, as amended (the 2001 Equity Plan) will result in the shares reserved for issuance pursuant to such awards becoming available for grant under the 2023 Equity Plan. As of September 30, 2023, the Company has either reserved in connection with statutory tax withholdings or issued a total of 4,956,866 shares under the Company’s equity incentive plans. As of September 30, 2023, there were 2,134,645 shares of common stock available for future grant under the 2023 Equity Plan. Net Loss per Share The Company calculates net loss per share of common stock based on the weighted-average number of shares of common stock outstanding during each period. Potential common stock equivalents are determined using the treasury stock method. The weighted-average number of shares of common stock included in the computation of diluted net loss gives effect to all potentially dilutive common equivalent shares, including outstanding stock options and RSUs. Common equivalent shares are excluded from the computation of diluted net loss per share if their effect is antidilutive. Warranty The Company provides warranties for its products and records the estimated cost within cost of revenue in the period that the related revenue is recorded. The Company’s standard warranty period for energy industrial products extends to one year from the date of shipment. This standard warranty provides that the Company’s products will be free from defects in material and workmanship, and will, under normal use, conform to the specifications for the product. The Company’s thermal barrier products provide quality and warranty provisions customary in the automotive industry. The Company recorded warranty expense related to its thermal barrier products of $ 0.2 million during each of nine months ended September 30, 2023 and 2022. Employee Retention Credits In March 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was signed into law, providing numerous tax provisions and other stimulus measures, including the Employee Retention Credit: a refundable tax credit against certain employment taxes. The Taxpayer Certainty and Disaster Tax Relief Act of 2020 and the American Rescue Plan Act of 2021 extended and expanded the availability of the Employee Retention Credits. We qualified for the Employee Retention Credits in the third and fourth quarters of 2020 and the first quarter of 2021. In September 2023, we submitted filings for CARES Employee Retention Credits totaling $ 2.2 million that are reported in the accompanying condensed consolidated balance sheet within prepaid expenses and other current assets as of September 30, 2023, and in the accompanying statement of operations for the three and nine months ended September 30, 2023 . Recently Issued Accounting Standards From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies. Recently issued standards typically do not require adoption until a future effective date. Prior to their effective date, the Company evaluates the pronouncements to determine the potential effects of adoption to its consolidated financial statements. Standards Implemented Since December 31, 2022 The Company has not implemented any accounting standards that had a material impact on its consolidated financial statements during the nine months ended September 30, 2023. Standards to be Implemented The Company believes that the impact of recently issued accounting standards that are not yet effective will not have a material impact on its consolidated financial statements. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | (3) Revenue from Contracts with Customers Revenue Recognition Revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements within the scope of ASC 606, the Company performs the following five steps: (i) identification of the contract with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the separate performance obligations in the contract; and (v) recognition of the revenue associated with performance obligations as they are satisfied. The Company applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price based on the estimated relative standalone-selling prices of the promised products or services underlying each performance obligation. The Company determines standalone-selling prices based on the price at which the performance obligation is sold separately. If the standalone-selling price is not observable through past transactions, the Company estimates the standalone-selling price considering available information such as market conditions and internally approved pricing guidelines related to the performance obligations. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. When determining the transaction price of a contract, an adjustment is made if payment from a customer occurs either significantly before or significantly after performance, resulting in a significant financing component. Applying the practical expedient in paragraph ASC 606-10-32-18, the Company does not assess whether a significant financing component exists if the period between when the Company performs its obligations under the contract and when the customer pays is one year or less. The Company did not have any contracts outstanding at December 31, 2022 and did not enter into any contracts during the nine months ended September 30, 2023 that contained a significant financing component. The Company records deferred revenue for product sales when (i) the Company has delivered products, but other revenue recognition criteria have not been satisfied, or (ii) payments have been received in advance of the completion of required performance obligations. Energy Industrial The Company generally enters into contracts containing one type of performance obligation. For a majority of the contracts, the Company recognizes revenue at a point in time when transfer of control of the products is passed to the customer, which is generally upon delivery according to contractual shipping terms within customer purchase orders. For a limited number of customer arrangements for customized products with no alternative use to the Company and an enforceable right to payment for progress completed to date, the Company recognizes revenue over time using units of production to measure progress toward satisfying the performance obligations. Units of production represent work performed as we do not generate significant work in process and thereby best depicts the transfer of control to the customer. Customer invoicing terms for contracts for which revenue is recognized under the over time methodology are typically based on certain milestones within the production and delivery schedule. The timing of revenue recognition is assessed on a contract-by-contract basis. The Company also enters into rebate agreements with certain customers. These agreements may be considered an additional performance obligation of the Company or variable consideration within a contract. Rebates are recorded as a reduction of revenue in the period the related revenue is recognized. A corresponding liability is recorded as a component of deferred revenue on the consolidated balance sheets. These arrangements are primarily based on the customer attaining contractually specified sales volumes. The Company estimates the amount of its sales that may be returned by its customers and records this estimate as a reduction of revenue in the period the related revenue is recognized. The Company currently estimates return liabilities using historical rates of return, current quarter credit sales, and specific items of exposure on a contract-by-contract basis. Sales return reserves were approximately $ 0.1 million at both September 30, 2023 and December 31, 2022. Thermal Barriers The Company supplies fabricated, multi-part thermal barriers for use in battery packs in the electric vehicle market. These thermal barriers are customized to meet customer specifications. Although thermal barrier products are customized with no alternative use to the Company, the Company does not always have an enforceable right to payment. Under the provisions of ASC 606, the Company recognizes revenue at a point in time when transfer of the control of the products is passed to the customer according to the terms of the contract. The timing of revenue recognition is assessed on a contract-by-contract basis. Shipping and Handling Costs Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as fulfillment costs and are included in the cost of product revenue. The associated amount of revenue recognized includes the consideration to which the Company expects to be entitled to receive in exchange for incurring these shipping and handling costs. Disaggregation of Revenue In the following tables, revenue is disaggregated by primary geographical region and source of revenue: Three Months Ended September 30, 2023 2022 U.S. International Total U.S. International Total (In thousands) Geographical region Asia $ — $ 5,801 $ 5,801 $ — $ 7,296 $ 7,296 Canada — 633 633 — 928 928 Europe — 11,361 11,361 — 4,281 4,281 Latin America — 1,176 1,176 — 84 84 U.S. 41,784 — 41,784 24,117 — 24,117 Total revenue $ 41,784 $ 18,971 $ 60,755 $ 24,117 $ 12,589 $ 36,706 Source of revenue Energy industrial $ 12,249 $ 15,663 $ 27,912 $ 13,510 $ 11,242 $ 24,752 Thermal barrier 29,535 3,308 32,843 10,607 1,347 11,954 Total revenue $ 41,784 $ 18,971 $ 60,755 $ 24,117 $ 12,589 $ 36,706 Nine Months Ended September 30, 2023 2022 U.S. International Total U.S. International Total (In thousands) Geographical region Asia $ — $ 27,522 $ 27,522 $ — $ 26,271 $ 26,271 Canada — 1,519 1,519 — 3,240 3,240 Europe — 26,735 26,735 — 14,352 14,352 Latin America — 5,065 5,065 — 2,985 2,985 U.S. 93,658 — 93,658 73,905 — 73,905 Total revenue $ 93,658 $ 60,841 $ 154,499 $ 73,905 $ 46,848 $ 120,753 Source of revenue Energy industrial $ 43,994 $ 53,317 $ 97,311 $ 47,989 $ 42,415 $ 90,404 Thermal barrier 49,664 7,524 57,188 25,916 4,433 30,349 Total revenue $ 93,658 $ 60,841 $ 154,499 $ 73,905 $ 46,848 $ 120,753 Contract Balances The following table presents changes in the Company’s contract assets and contract liabilities during the nine months ended September 30, 2023: Balance at Additions Deductions Balance at (In thousands) Contract assets Thermal barrier $ 143 $ — $ ( 143 ) $ — Total contract assets $ 143 $ — $ ( 143 ) $ — Contract liabilities Deferred revenue Energy industrial $ 5,846 $ 14,308 $ ( 14,691 ) $ 5,463 Total contract liabilities $ 5,846 $ 14,308 $ ( 14,691 ) $ 5,463 During the nine months ended September 30, 2023, the Company recognized $ 5.7 million of revenue that was included in deferred revenue as of December 31, 2022. A contract asset is recorded when the Company satisfies a performance obligation by transferring a promised good or service and has earned the right to consideration from its customer. These assets may represent a conditional right to consideration and are included within accounts receivable and other current assets on the consolidated balance sheets. A contract liability is recorded when consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services under the terms of the contract. Contract liabilities are recognized as revenue after control of the products or services is transferred to the customer and all revenue recognition criteria have been met. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | (4) Inventories Inventories consist of the following: September 30, December 31, 2023 2022 (In thousands) Raw materials $ 22,361 $ 19,876 Work in process 11,015 2,204 Finished goods 1,045 458 Total $ 34,421 $ 22,538 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | (5) Property, Plant and Equipment, Net Property, plant and equipment consist of the following: September 30, December 31, Useful 2023 2022 life (In thousands) Construction in progress $ 299,942 $ 209,056 — Buildings 24,016 24,016 30 years Machinery and equipment 166,060 136,607 3 - 10 years Computer equipment and software 10,890 10,239 3 years Leasehold improvements 23,171 9,226 Shorter of useful life or lease term Total 524,079 389,144 Accumulated depreciation ( 139,053 ) ( 129,921 ) Property, plant and equipment, net $ 385,026 $ 259,223 Depreciation expense was $ 10.8 million and $ 6.7 million for the nine months ended September 30, 2023 and 2022, respectively. Construction in progress totaled $ 299.9 million and $ 209.1 million at September 30, 2023 and December 31, 2022, respectively. The balance at September 30, 2023 and December 31, 2022 included engineering designs and construction costs totaling $ 255.2 million and $ 164.5 million, respectively, for a planned aerogel manufacturing facility in Bulloch County, Georgia. Capitalized interest totaled $ 8.8 million and $ 2.7 million at September 30, 2023 and December 31, 2022 , respectively. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | (6) Accrued Expenses Accrued expenses consist of the following: September 30, December 31, 2023 2022 (In thousands) Employee compensation $ 14,001 $ 12,467 Other accrued expenses 2,693 3,536 Total $ 16,694 $ 16,003 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | (7) Related Party Transactions Convertible Note During the year ended December 31, 2022, the Company issued a $ 100.0 million aggregate principal amount convertible note to Wood River Capital, LLC, an entity affiliated with Koch Disruptive Technologies, LLC (the 2022 Convertible Note). Refer to note 8 for more information. During the nine months ended September 30, 2023, the Company incurred $ 7.8 million of interest from the 2022 Convertible Note, and capitalized $ 6.1 million as part of the construction in progress for the planned manufacturing facility in Bulloch County, Georgia. Other During the nine months ended September 30, 2023, the Company recorded costs of $ 8.6 million as a component of construction in progress, in connection with the planned aerogel manufacturing facility in Bulloch County, Georgia in fees from an entity affiliated with Koch Disruptive Technologies, LLC for project management service. The Company had $ 2.8 million in accounts payable as of September 30, 2023 due to the entity affiliated with Koch Disruptive Technologies, LLC. |
Convertible Note - Related Part
Convertible Note - Related Party | 9 Months Ended |
Sep. 30, 2023 | |
Convertible Notes [Abstract] | |
Convertible Note - Related Party | (8) Convertible Note – Related Party 2022 Convertible Note On February 15, 2022 , the Company entered into a note purchase agreement (the Note Purchase Agreement) with Wood River Capital LLC, an entity affiliated with Koch Disruptive Technologies, LLC (Koch), relating to the issuance and sale to Koch of the 2022 Convertible Note in the aggregate principal amount of $ 100.0 million. The transactions contemplated by the Note Purchase Agreement closed on February 18, 2022 (the Issue Date). The maturity date of the 2022 Convertible Note is February 18, 2027 , subject to earlier conversion, redemption, or repurchase. The 2022 Convertible Note is a senior unsecured obligation of the Company and ranks equal in right of payment to all senior unsecured indebtedness of the Company, and will rank senior in right of payment to any indebtedness that is contractually subordinated to the 2022 Convertible Note. In accordance with ASU 2020-06, the 2022 Convertible Note is accounted for as a single unit of account and consists of the following: September 30, 2023 (In thousands) Convertible note, principal $ 100,000 Payment in-kind 12,952 Accrued interest 2,683 Discount on convertible note, net of accumulated amortization ( 3,422 ) Debt issuance costs, net of accumulated amortization ( 125 ) Convertible note $ 112,088 In general, fair values determined by Level 1 inputs utilize observable inputs such as quoted prices in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are either directly or indirectly observable, such as quoted prices for similar instruments in active markets, interest rates and yield curves. Fair values determined by Level 3 inputs utilize unobservable data points in which there is little or no market data, which require the Company to develop its own assumptions for the asset or liability. The 2022 Convertible Note does not have current observable inputs such as recent trading prices (Level 3) and is measured at fair value using a combination of option pricing and discounted cash flow models and incorporate management’s assumptions for stock price, volatility and risk rate. The Company estimated the fair value of the 2022 Convertible Notes is approximately $ 97.5 million as of September 30, 2023. However, as the Company has not elected to utilize the fair value option, it is carried at amortized cost of $ 112.1 million. Contractual Interest Rates The 2022 Convertible Note was issued at par and bears interest at the Secured Overnight Financing Rate (SOFR) plus 5.50 % per annum if interest is paid in cash, or, if interest is paid in-kind as an increase in the principal amount of the outstanding note, at the SOFR plus 6.50 % per annum. Under the terms of the 2022 Convertible Note, SOFR has a floor of 1 % and a cap of 3 %. Interest on the 2022 Convertible Note is payable semi-annually in arrears on June 30 and December 30. The Company, at its option, is permitted to settle each semi-annual interest payment in cash, in-kind, or any combination thereof. It is expected that the Notes will mature on February 18, 2027 , subject to earlier conversion, redemption or repurchase. The Company elected to repay the contractual interest due on June 30, 2022, December 30, 2022 and June 30, 2023 in-kind as an increase to the principal amount of $ 2.9 million, $ 4.9 million, and $ 5.1 million, respectively. The contractual interest attributable to the 2022 Convertible Note was recorded as an addition to the convertible note – related party balance on the condensed consolidated balance sheets. Debt issuance costs, net of accumulated amortization is $ 0.1 million as of September 30, 2023. The effective interest rate approximated the contract interest rate for the nine months ended September 30, 2023 . The Company amortized $ 0.7 million of the $ 4.1 million discount on the convertible note as of September 30, 2023 utilizing an effective interest rate of 10.7 %. Conversion Rights On November 28, 2022, the Company entered into an amendment to the 2022 Convertible Note to reduce the initial Conversion Price by $ 5.00 per share from $ 34.936625 per share to $ 29.936625 per share, by increasing the initial Conversion Rate from 28.623257 shares per $ 1,000 of Capitalized Principal Amount to 33.400100 shares per $ 1,000 of Capitalized Principal Amount under the Convertible Note. Accordingly, the 2022 Convertible Note is convertible at the option of the holder at any time prior to the business day immediately preceding the maturity date at an initial conversion rate of 33.400100 shares of the Company’s common stock per $ 1,000 of capitalized principal. The effective conversion price is approximately $ 29.936625 per share (the Conversion Price). The Conversion Price is subject to adjustment upon the occurrence of certain dilutive events such as stock splits and combinations, stock dividends, mergers and spin-off. As of September 30, 2023, 3,862,221 shares of the Company’s common stock were issuable upon conversion of the 2022 Convertible Note. The Company has the right to settle conversions in shares of common stock, cash, or any combination thereof. If the closing price per share of the Company’s common stock on the New York Stock Exchange is at least 130 % of the Conversion Price for 20 consecutive trading days , the Company may elect to convert the principal and accrued interest owing under the Notes, plus a make-whole amount equal to the sum of the present values of the remaining interest payments that would have otherwise been payable from the date of such conversion, redemption or repurchase, as applicable, through maturity (the Make-Whole Amount), into the Company’s common stock at the Conversion Price. Optional Redemption The 2022 Convertible Note is redeemable at the Company’s option at any time and in the event that the volume weighted average price of the Company’s common stock for the 10 trading days immediately preceding the date on which the Company provides the redemption notice has been at least 130 % of the Conversion Price then in effect at a redemption price of 100 % of the principal amount, plus accrued and unpaid interest (excluding the redemption date), plus the Make-Whole Amount. Contingent Redemption Upon the occurrence of certain fundamental changes described in the Indenture (each, a Fundamental Change), the Holder of the Note may require that the Company repurchase all or part of the principal amount of the Note at a purchase price of 100 % of the principal amount of such Note, plus accrued and unpaid interest to, but excluding, the Fundamental Change repurchase date, plus the Make-Whole Amount. The Indenture includes customary “events of default,” which may result in the acceleration of the maturity of the Note. Embedded Derivatives The Company determined that the Make-Whole feature of the 2022 Convertible Note requires bifurcation in accordance with Accounting Standards Codification 815, Derivatives and Hedging (ASC 815). Accordingly, the Company must separately account for the feature at fair value with changes in fair value reported in current period earnings. The fair value of the Make-Whole was determined to be immaterial as of February 18, 2022 and September 30, 2023 . |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (9) Commitments and Contingencies Cloud Computing Agreement The Company is party to a cloud computing agreement that is a service contract for enterprise resource planning software. During the year ended December 31, 2022, the Company amended the agreement to a new five-year term. As of September 30, 2023, the Company had $ 1.5 million of amortized costs related to implementation of the agreement that began to amortize during 2022. The capitalized implementation costs are classified on the consolidated balance sheets as follows: September 30, December 31, 2023 2022 (In thousands) Cloud computing costs included in other current assets $ 420 $ 420 Cloud computing costs included in other assets 1,590 1,590 Amortization of cloud computing costs ( 556 ) ( 242 ) Total capitalized cloud computing costs $ 1,454 $ 1,768 Thermal Barrier Contracts The Company is party to production contracts with General Motors to supply fabricated, multi-part thermal barriers (Barriers) for use in the battery system of its next-generation electric vehicles (Contracts). Pursuant to the Contracts, the Company is obligated to supply Barriers at fixed annual prices and at volumes to be specified by General Motors up to a daily maximum quantity through the respective terms of the agreements, which expire at various times from 2026 through 2034. While General Motors has agreed to purchase its requirement for Barriers from the Company for locations to be designated from time to time by General Motors, it has no obligation to purchase any minimum quantity of Barriers under the Contracts. In addition, General Motors may terminate the Contracts at any time and for any or no reason. All other terms of the Contracts are generally consistent with General Motors' standard purchase terms, including quality and warranty provisions customary in automotive industry. Federal, State and Local Environmental Regulations The Company is subject to federal, state and local environmental laws and regulations. These laws generally provide for control of pollutants released into the environment and require responsible parties to undertake remediation. Penalties may be imposed for noncompliance. Litigation The Company is, from time to time, a party to litigation that arises in the normal course of its business operations. See Part II, Item 1 “Legal Proceedings” of this Quarterly Report on Form 10-Q for a description of certain of the Company’s current legal proceedings. The Company is not presently a party to any litigation for which it believes a loss is probable requiring an amount to be accrued or a possible loss contingency requiring disclosure. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Leases | (10) Leases The Company leases office, laboratory, warehouse and fabrication space in Massachusetts, Rhode Island and Monterrey, Mexico under operating leases. Under these agreements, the Company is obligated to pay annual rent, real estate taxes, and certain other operating expenses. The Company also leases equipment under operating leases. The Company’s operating leases expire at various dates through 2034 . The Company determines if an arrangement is a lease at inception. Right-of-use (ROU) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s payment obligations under the lease. Operating lease ROU assets and liabilities are recognized based on the present value of lease payments over the lease term. To measure its lease liabilities, the Company uses its incremental borrowing rate or the rate implicit in the lease, if available. The Company calculates its incremental borrowing rate using a synthetic credit rating analysis based on Moody’s Building Materials Industry Rating Methodology. ROU assets also include any direct costs and prepaid lease payments but exclude any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company elected the short-term lease recognition exemption for all leases that qualify. For leases that qualify for this exemption, the Company does not recognize ROU assets or lease liabilities. For lease agreements with lease and non-lease components, the Company accounts for each component separately. However, in the case of equipment leases, the Company accounts for lease and non-lease components as a single component. Maturities of operating lease liabilities as of September 30, 2023 are as follows: Year Operating (In thousands) 2023 (excluding the nine months ended September 30, 2023) $ 1,254 2024 4,431 2025 4,271 2026 3,958 2027 3,683 Thereafter 23,018 Total lease payments 40,615 Less imputed interest ( 16,642 ) Total lease liabilities $ 23,973 The Company incurred operating lease costs of $ 4.2 million and $ 2.9 million during the nine months ended September 30, 2023 and 2022, respectively. Cash payments related to operating lease liabilities were $ 3.6 million and $ 2.6 million during the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023, the weighted average remaining lease term for operating leases was 9.3 years. As of September 30, 2023, the weighted average discount rate for operating leases was 11.9 % . As of September 30, 2023 , the Company had no additional operating real estate or equipment leases that would commence during 2023 . |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | (11) Net Loss Per Share The computation of basic and diluted net loss per share consists of the following: Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 (In thousands, except Numerator: Net loss $ ( 13,073 ) $ ( 29,595 ) $ ( 45,292 ) $ ( 73,129 ) Denominator: Weighted average shares outstanding, basic and diluted 69,317,805 39,533,695 69,243,843 36,047,879 Net loss per share, basic and diluted $ ( 0.19 ) $ ( 0.75 ) $ ( 0.65 ) $ ( 2.03 ) Potentially dilutive common shares that were excluded from the computation of diluted net loss per share because they were anti-dilutive consist of the following: Three and Nine Months Ended September 30, 2023 2022 Common stock options 5,462,015 3,989,342 Restricted common stock units 568,469 259,766 Restricted common stock awards 889,366 856,435 Convertible note, if converted 3,862,221 3,016,319 Total 10,782,071 8,121,862 As the Company incurred a net loss for the three and nine months ended September 30, 2023 and 2022 , the potential dilutive shares from common stock options, restricted common stock units, restricted common stock awards, and the convertible note were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented. The Company excludes the shares issued in connection with restricted stock awards from the calculation of basic weighted average common shares outstanding until the restrictions lapse. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (12) Income Taxes The Company incurred net operating losses and recorded a full valuation allowance against net deferred tax assets for all periods presented. Accordingly, the Company has not recorded a provision for federal or state income taxes. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | (13) Segment Information Operating segments are identified as components of an enterprise about which separate, discrete financial information is available for evaluation by the chief operating decision maker in making decisions on how to allocate resources and assess performance. The Company’s chief operating decision maker is the Chief Executive Officer. The Company’s chief operating decision maker reviews consolidated operating results to make decisions about allocating resources and assessing performance for the entire Company. The Company reports two segments: Energy Industrial and Thermal Barrier. We evaluate segment performance based on the segment profit (loss) before corporate expenses. Summarized below are the Revenue and Segment Operating Profit for each reporting segment: Revenue Segment Operating Profit (Loss) Revenue Segment Operating Profit (Loss) Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2023 2022 2023 2022 2023 2022 2023 2022 (In thousands) (In thousands) Energy industrial $ 27,912 $ 24,752 $ 5,825 $ 2,063 $ 97,311 $ 90,404 $ 24,246 $ 11,044 Thermal barrier 32,843 11,954 7,985 ( 8,422 ) 57,188 30,349 3,057 ( 20,402 ) Total $ 60,755 $ 36,706 $ 13,810 $ ( 6,359 ) $ 154,499 $ 120,753 $ 27,303 $ ( 9,358 ) Corporate expenses 28,444 21,950 77,889 60,221 Operating loss ( 14,634 ) ( 28,309 ) ( 50,586 ) ( 69,579 ) Other income (expense), net 1,561 ( 1,286 ) 5,294 ( 3,550 ) Net loss $ ( 13,073 ) $ ( 29,595 ) $ ( 45,292 ) $ ( 73,129 ) Total Assets September 30, December 31, 2023 2022 (In thousands) Energy industrial $ 88,940 $ 94,415 Thermal barrier 91,860 39,320 Total assets of reportable segments 180,800 133,735 Construction in progress 299,943 209,050 All other corporate assets 124,403 300,631 $ 605,146 $ 643,416 |
Other Current Assets
Other Current Assets | 9 Months Ended |
Sep. 30, 2023 | |
Other Current Assets [Abstract] | |
Other Current Assets | (14) Other Current Assets The CARES Act provides an employee retention credit (CARES Employee Retention Credit), which is a refundable tax credit against certain employment taxes of up to $ 5,000 per employee for eligible employers. The tax credit is equal to 50 % of qualified wages paid to employees during a quarter, capped at $ 10,000 of qualified wages per employee through December 31, 2020. Additional relief provisions were passed by the United States government, which extend and slightly expand the qualified wage caps on these credits through December 31, 2021. Based on these additional provisions, the tax credit is now equal to 70 % of qualified wages paid to employees during a quarter, and the limit on qualified wages per employee has been increased to $ 10,000 of qualified wages per quarter. The Company qualified for the tax credit under the CARES Act for qualified wages for the years ended December 31, 2020 and 2021. In September 2023, the Company submitted filings for CARES Employee Retention Credits totaling $ 2.2 million that are reported in the accompanying condensed consolidated balance sheet within prepaid expenses and other current assets as of September 30, 2023, and in the accompanying statement of operations for the three and nine months ended September 30, 2023 . |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | (15) Subsequent Events The Company has evaluated subsequent events through November 2, 2023, the date of issuance of the consolidated financial statements for the three and nine months ended September 30, 2023 . |
Description of Business and B_2
Description of Business and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Nature of Business | Nature of Business Aspen Aerogels, Inc. (the Company) is an aerogel technology company that designs, develops and manufactures innovative, high-performance aerogel insulation used primarily in the energy industrial and sustainable insulation materials markets. In addition, the Company has introduced a line of aerogel thermal barriers for use in battery packs in the electric vehicle market. The Company is also developing applications for its aerogel technology in the battery materials and a number of other high-potential markets. The Company maintains its corporate offices in Northborough, Massachusetts. The Company has three wholly owned subsidiaries: Aspen Aerogels Rhode Island, LLC, Aspen Aerogels Germany, GmbH and Aspen Aerogels Georgia, LLC. |
Liquidity | Liquidity During the nine months ended September 30, 2023, the Company incurred a net loss of $ 45.3 million, used $ 39.8 million of cash in operations and used $ 147.7 million of cash for capital expenditures. The Company had unrestricted cash and cash equivalents of $ 94.6 million as of September 30, 2023. On November 28, 2022, the Company entered into a loan agreement with (the GM Loan Agreement) General Motors Holdings LLC (GM), an entity affiliated with General Motors LLC, which provides for a multi-draw senior secured term loan (the GM Loan) in an aggregate principal amount of up to $ 100.0 million, available to the Company on a delayed draw basis beginning January 1, 2023 to September 30, 2023 , subject to certain conditions precedent to funding. On September 28, 2023, the Company amended the GM Loan Agreement to extend the draw period for the delayed GM Loan to a period beginning on the date that is twelve months prior to the date agreed upon by the Company and GM for the start of production at an aerogel manufacturing facility in Bulloch County, Georgia (the Plant) and ending on March 31, 2024 (or any later date approved in writing by GM at its sole discretion); extend the maturity date of the GM Loan from March 31, 2025 to September 30, 2025; and add financial covenants measured starting from the fiscal quarter ending December 31, 2024 and at the end of each fiscal quarter thereafter. The revised GM Loan Agreement also amended the conditions precedent to funding to require the Company to provide evidence that cash proceeds of one or more equity and/or debt financing arrangements of not less than $ 500.0 million in the aggregate have been contributed to and disbursed by the Company in the manner prescribed in a pre-determined project budget (subject to a permitted variance) to fund the construction of and equipment for the first phase of the Plant and require that 70 % of the total cost in connection with the construction and operation of the Plant has been fully funded prior to such applicable borrowing under the GM Loan Agreement. The Company is increasing investment in the research and development of next-generation aerogel products and manufacturing process technologies. In addition, the Company has developed a number of promising aerogel products and technologies for the electric vehicle market. The Company believes that the commercial potential for the Company’s products and technology in the electric vehicle market is significant. Accordingly, the Company is hiring additional personnel, incurring additional operating expenses, and incurring significant capital expenditures to expand silica aerogel manufacturing capacity, build an automated thermal barrier fabrication operation, enhance research and development laboratory facilities and equipment, and construct a battery materials facility, among other efforts. The Company expects its existing cash balance will be sufficient to support current operating requirements, current research and development activities and the capital expenditures required to support the evolving commercial opportunity in the electric vehicle market and other strategic business initiatives. However, the Company plans to supplement its cash balance with equity financings, debt financings, equipment leasing, sale-leaseback transactions, c ustomer prepayments, or government grant and loan programs to provide the additional capital necessary to purchase the capital equipment, construct the new facilities, establish the operations and complete the aerogel capacity expansions required to support these evolving commercial opportunities and strategic business initiatives. |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The accompanying unaudited interim consolidated financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and disclosures normally included in the consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and accompanying notes in our Annual Report on Form 10-K for the year ended December 31, 2022 (the Annual Report), filed with the U.S. Securities and Exchange Commission on March 16, 2023. In the opinion of the Company’s management, the unaudited interim consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments that are of a normal recurring nature and necessary for the fair statement of the Company’s financial position as of September 30, 2023 and the results of its operations and stockholders’ equity for the three and nine months ended September 30, 2023 and 2022 and the cash flows for the nine-month periods then ended. The Company has evaluated subsequent events through the date of this filing. The Company’s results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or any other period. |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements of the Company include the accounts of all its subsidiaries which are majority-owned, controlled by the Company or a variable interest entity (VIE) where the Company is the primary beneficiary. All significant intercompany accounts and transactions have been eliminated in consolidation. A VIE is an entity that lacks one or more of the characteristics of a voting interest entity. A VIE is defined as an entity in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The Company consolidates a VIE in accordance with ASC 810, Consolidation (ASC 810) when it is the primary beneficiary of such VIE. As primary beneficiary, the Company has both the power to direct the activities that most significantly impact the economic performance of the VIE and a right to receive benefits or absorb losses of the entity that could be potentially significant to the VIE. The Company is required to reconsider its evaluation of whether to consolidate a VIE each reporting period, based upon changes in the facts and circumstances pertaining to the VIE. The Company evaluates the initial consolidation of each Consolidated VIE, which includes a determination of whether the VIE constitutes the definition of a business in accordance with ASC 805, Business Combinations (ASC 805), by considering if substantially all of the fair value of the gross assets within the VIE are concentrated in either a single identifiable asset or group of single identifiable assets. Upon consolidation, the Company recognizes the assets acquired, the liabilities assumed, and any third-party ownership of membership interests as non-controlling interest as of the consolidation or acquisition date, measured at their relative fair values. In April 2022, the Company engaged Prodensa Servicios de Consultora to establish OPE Manufacturer Mexico S de RL de CV, a maquiladora located in Mexico with the express purposes of manufacturing thermal barrier PyroThin products and ultimately constructing an automated fabrication facility for PyroThin. OPE is currently owned by Prodensa, which charges a management fee though there is an option for OPE to be purchased by the Company after a period of 18 months . During the period between inception and the purchase option, OPE operations are consolidated within the Company's financial statements as of and for the nine months ended September 30, 2023 . |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements requires the Company to make a number of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include allowances for doubtful accounts, sales returns and allowances, product warranty costs, inventory valuation, the carrying amount of property and equipment, right-of-use assets, lease liabilities, stock-based compensation, and deferred income taxes. The Company evaluates its estimates and assumptions on an on-going basis using historical experience and other factors, including current economic conditions, which are believed to be reasonable under the circumstances. Management adjusts such estimates and assumptions when facts and circumstances warrant. Illiquid credit markets, volatile equity markets and declines in business investment can increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in these estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents include short-term, highly liquid instruments, which consist of money market accounts and high-quality debt securities issued by the U.S. government via cash sweep and investment accounts. Cash and cash equivalents are maintained primarily with major financial institutions in North America. Deposits with these financial institutions may exceed the amount of insurance provided on such deposits; however, these deposits typically may be redeemed upon demand and, therefore, bear minimal risk. In light of the failure of Silicon Valley Bank and other regional banks, the Company continues to establish commercial banking relationships with additional large financial institutions. |
Restricted Cash | Restricted Cash As of September 30, 2023, the Company had $ 0.3 million of restricted cash to support its outstanding letters of credit to secure obligations under certain commercial contracts and other obligations. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments, which potentially expose the Company to concentrations of credit risk, consist principally of accounts receivable. The Company’s customers are primarily insulation distributors, insulation contractors, insulation fabricators and select energy and automotive end-users located throughout the world. The Company performs ongoing credit evaluations of its customers’ financial condition and generally requires no collateral to secure accounts receivable. The Company maintains an allowance for doubtful accounts based on its assessment of the collectability of accounts receivable. The Company reviews the allowance for doubtful accounts quarterly. During the nine months ended September 30, 2023, the Company recorded a reduction for estimated customer uncollectible accounts receivable of less than $ 0.1 million. During the nine months ended September 30, 2022 , the Company recorded a reduction for estimated customer uncollectible accounts receivable of less than $ 0.1 million. For the nine months ended September 30, 2023 and 2022 , two customers represented 50 % and 44 % of total revenue, respectively. At September 30, 2023 , the Company had one customer which accounted for 61 % of accounts receivable. At December 31, 2022, the Company had two customers which accounted for 44 % and 10 % of accounts receivable, respectively. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification 606, Revenue from Contracts with Customers (ASC 606). See note 3 for further details. |
Leases | Leases The Company accounts for its leases in accordance with Accounting Standards Update (ASU) 2016-02 (Topic 842). See note 10 for further details. |
Stock-based Compensation | Stock-based Compensation The Company grants share-based awards to its employees and non-employee directors under its equity incentive plans: the 2023 Equity Incentive Plan (the 2023 Equity Plan) and its predecessor, the 2014 Employee, Director, and Consultant Equity Incentive Plan (the 2014 Equity Plan). All share-based awards granted, including grants of stock options, restricted stock and restricted stock units (RSUs), are recognized in the statement of operations based on their fair value as of the date of grant. Expense is recognized on a straight-line basis over the requisite service period for all awards with service conditions. For performance-based awards, the grant date fair value is recognized as expense when the condition is probable of being achieved, and then on a graded basis over the requisite service period. The Company uses the Black-Scholes option-pricing model to determine the fair value of service-based option awards. The Black-Scholes model requires the use of a number of complex and subjective assumptions including fair value of the underlying security, the expected volatility of the underlying security, a risk-free interest rate and the expected term of the option. The fair value of restricted stock and RSUs is determined using the closing price of the Company’s common stock on the date of grant. All shares of restricted stock are not transferable until vested. Restricted stock is typically issued to non-employee directors and typically vests over a one-year period from the date of issuance. RSUs are issued to employees and typically vest over a three-year period from the date of issuance. The fair value of restricted stock and RSUs upon which vesting is solely service-based is expensed ratably over the vesting period. If the service condition for shares of restricted stock is not met for any reason, the shares of unvested restricted stock will be forfeited and returned to the Company. For stock options that contain a market condition, the Company uses the Monte-Carlo simulation option-pricing model to determine the fair value of the awards. In addition to the input assumptions used in the Black-Scholes model, the Monte-Carlo simulation option-pricing model factors the probability that the specific market condition may or may not be satisfied into the valuation. Stock-based compensation expense for awards with a market condition is recognized on a straight-line basis over the requisite service period for each such award. During the nine months ended September 30, 2023, the Company granted 511,241 restricted common stock units (RSUs) with an aggregate grant date fair value of $ 4.5 million and non-qualified stock options (NSOs) to purchase 1,956,464 shares of common stock with an aggregate grant date fair value of $ 9.6 million to employees under its equity incentive plans . The RSUs and NSOs granted to employees will typically vest over a three-year period. During the nine months ended September 30, 2023, the Company also granted 44,928 shares of restricted common stock with a grant date fair value of $ 0.3 million and NSOs to purchase 46,272 shares of common stock with a grant date fair value of $ 0.2 million to its non-employee directors under the 2023 Equity Plan. The restricted common stock and NSOs granted to non-employee directors vest upon the earlier of the date that is the one-year anniversary of the grant date or the day prior to the Company’s annual meeting of stockholders to be held in 2024. Stock-based compensation is included in cost of revenue or operating expenses, as applicable, and consists of the following: Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 (In thousands) (In thousands) Cost of product revenue $ 93 $ 270 $ 420 $ 656 Research and development expenses 255 306 510 843 Sales and marketing expenses 378 548 1,110 1,328 General and administrative expenses 2,063 1,466 5,726 3,886 Total stock-based compensation $ 2,789 $ 2,590 $ 7,766 $ 6,713 The 2023 Equity Plan was approved by stockholders at the Company’s annual meeting of stockholders on June 1, 2023 as the successor to the 2014 Equity Plan, and no further awards may be made under the 2014 Equity Plan after that date. As of September 30, 2023, 6,030,483 shares of common stock were reserved for issuance upon the exercise or vesting of outstanding stock-based awards granted under the Company’s equity incentive plans. Any cancellations or forfeitures of awards outstanding under the 2023 Equity Plan, the 2014 Equity Plan or the 2001 Equity Incentive Plan, as amended (the 2001 Equity Plan) will result in the shares reserved for issuance pursuant to such awards becoming available for grant under the 2023 Equity Plan. As of September 30, 2023, the Company has either reserved in connection with statutory tax withholdings or issued a total of 4,956,866 shares under the Company’s equity incentive plans. As of September 30, 2023, there were 2,134,645 shares of common stock available for future grant under the 2023 Equity Plan. |
Net Loss per Share | Net Loss per Share The Company calculates net loss per share of common stock based on the weighted-average number of shares of common stock outstanding during each period. Potential common stock equivalents are determined using the treasury stock method. The weighted-average number of shares of common stock included in the computation of diluted net loss gives effect to all potentially dilutive common equivalent shares, including outstanding stock options and RSUs. Common equivalent shares are excluded from the computation of diluted net loss per share if their effect is antidilutive. |
Warranty | Warranty The Company provides warranties for its products and records the estimated cost within cost of revenue in the period that the related revenue is recorded. The Company’s standard warranty period for energy industrial products extends to one year from the date of shipment. This standard warranty provides that the Company’s products will be free from defects in material and workmanship, and will, under normal use, conform to the specifications for the product. The Company’s thermal barrier products provide quality and warranty provisions customary in the automotive industry. The Company recorded warranty expense related to its thermal barrier products of $ 0.2 million during each of nine months ended September 30, 2023 and 2022. |
Employee Retention Credits | Employee Retention Credits In March 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was signed into law, providing numerous tax provisions and other stimulus measures, including the Employee Retention Credit: a refundable tax credit against certain employment taxes. The Taxpayer Certainty and Disaster Tax Relief Act of 2020 and the American Rescue Plan Act of 2021 extended and expanded the availability of the Employee Retention Credits. We qualified for the Employee Retention Credits in the third and fourth quarters of 2020 and the first quarter of 2021. In September 2023, we submitted filings for CARES Employee Retention Credits totaling $ 2.2 million that are reported in the accompanying condensed consolidated balance sheet within prepaid expenses and other current assets as of September 30, 2023, and in the accompanying statement of operations for the three and nine months ended September 30, 2023 . |
Recently Issued Accounting Standards | Recently Issued Accounting Standards From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies. Recently issued standards typically do not require adoption until a future effective date. Prior to their effective date, the Company evaluates the pronouncements to determine the potential effects of adoption to its consolidated financial statements. Standards Implemented Since December 31, 2022 The Company has not implemented any accounting standards that had a material impact on its consolidated financial statements during the nine months ended September 30, 2023. Standards to be Implemented The Company believes that the impact of recently issued accounting standards that are not yet effective will not have a material impact on its consolidated financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Stock Based Compensation Included in Cost of Revenue or Operating Expenses | Stock-based compensation is included in cost of revenue or operating expenses, as applicable, and consists of the following: Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 (In thousands) (In thousands) Cost of product revenue $ 93 $ 270 $ 420 $ 656 Research and development expenses 255 306 510 843 Sales and marketing expenses 378 548 1,110 1,328 General and administrative expenses 2,063 1,466 5,726 3,886 Total stock-based compensation $ 2,789 $ 2,590 $ 7,766 $ 6,713 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Revenue Disaggregated by Geographical Region and Source of Revenue | In the following tables, revenue is disaggregated by primary geographical region and source of revenue: Three Months Ended September 30, 2023 2022 U.S. International Total U.S. International Total (In thousands) Geographical region Asia $ — $ 5,801 $ 5,801 $ — $ 7,296 $ 7,296 Canada — 633 633 — 928 928 Europe — 11,361 11,361 — 4,281 4,281 Latin America — 1,176 1,176 — 84 84 U.S. 41,784 — 41,784 24,117 — 24,117 Total revenue $ 41,784 $ 18,971 $ 60,755 $ 24,117 $ 12,589 $ 36,706 Source of revenue Energy industrial $ 12,249 $ 15,663 $ 27,912 $ 13,510 $ 11,242 $ 24,752 Thermal barrier 29,535 3,308 32,843 10,607 1,347 11,954 Total revenue $ 41,784 $ 18,971 $ 60,755 $ 24,117 $ 12,589 $ 36,706 Nine Months Ended September 30, 2023 2022 U.S. International Total U.S. International Total (In thousands) Geographical region Asia $ — $ 27,522 $ 27,522 $ — $ 26,271 $ 26,271 Canada — 1,519 1,519 — 3,240 3,240 Europe — 26,735 26,735 — 14,352 14,352 Latin America — 5,065 5,065 — 2,985 2,985 U.S. 93,658 — 93,658 73,905 — 73,905 Total revenue $ 93,658 $ 60,841 $ 154,499 $ 73,905 $ 46,848 $ 120,753 Source of revenue Energy industrial $ 43,994 $ 53,317 $ 97,311 $ 47,989 $ 42,415 $ 90,404 Thermal barrier 49,664 7,524 57,188 25,916 4,433 30,349 Total revenue $ 93,658 $ 60,841 $ 154,499 $ 73,905 $ 46,848 $ 120,753 |
Summary of Changes in Contract Assets and Contract Liabilities | The following table presents changes in the Company’s contract assets and contract liabilities during the nine months ended September 30, 2023: Balance at Additions Deductions Balance at (In thousands) Contract assets Thermal barrier $ 143 $ — $ ( 143 ) $ — Total contract assets $ 143 $ — $ ( 143 ) $ — Contract liabilities Deferred revenue Energy industrial $ 5,846 $ 14,308 $ ( 14,691 ) $ 5,463 Total contract liabilities $ 5,846 $ 14,308 $ ( 14,691 ) $ 5,463 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following: September 30, December 31, 2023 2022 (In thousands) Raw materials $ 22,361 $ 19,876 Work in process 11,015 2,204 Finished goods 1,045 458 Total $ 34,421 $ 22,538 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | Property, plant and equipment consist of the following: September 30, December 31, Useful 2023 2022 life (In thousands) Construction in progress $ 299,942 $ 209,056 — Buildings 24,016 24,016 30 years Machinery and equipment 166,060 136,607 3 - 10 years Computer equipment and software 10,890 10,239 3 years Leasehold improvements 23,171 9,226 Shorter of useful life or lease term Total 524,079 389,144 Accumulated depreciation ( 139,053 ) ( 129,921 ) Property, plant and equipment, net $ 385,026 $ 259,223 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following: September 30, December 31, 2023 2022 (In thousands) Employee compensation $ 14,001 $ 12,467 Other accrued expenses 2,693 3,536 Total $ 16,694 $ 16,003 |
Convertible Note - Related Pa_2
Convertible Note - Related Party (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Convertible Notes [Abstract] | |
Summary of Convertible Notes | In accordance with ASU 2020-06, the 2022 Convertible Note is accounted for as a single unit of account and consists of the following: September 30, 2023 (In thousands) Convertible note, principal $ 100,000 Payment in-kind 12,952 Accrued interest 2,683 Discount on convertible note, net of accumulated amortization ( 3,422 ) Debt issuance costs, net of accumulated amortization ( 125 ) Convertible note $ 112,088 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Capitalized Implementation Costs are Classified on the Consolidated Balance Sheets | The capitalized implementation costs are classified on the consolidated balance sheets as follows: September 30, December 31, 2023 2022 (In thousands) Cloud computing costs included in other current assets $ 420 $ 420 Cloud computing costs included in other assets 1,590 1,590 Amortization of cloud computing costs ( 556 ) ( 242 ) Total capitalized cloud computing costs $ 1,454 $ 1,768 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Summary of Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities as of September 30, 2023 are as follows: Year Operating (In thousands) 2023 (excluding the nine months ended September 30, 2023) $ 1,254 2024 4,431 2025 4,271 2026 3,958 2027 3,683 Thereafter 23,018 Total lease payments 40,615 Less imputed interest ( 16,642 ) Total lease liabilities $ 23,973 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Loss Per Share | The computation of basic and diluted net loss per share consists of the following: Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 (In thousands, except Numerator: Net loss $ ( 13,073 ) $ ( 29,595 ) $ ( 45,292 ) $ ( 73,129 ) Denominator: Weighted average shares outstanding, basic and diluted 69,317,805 39,533,695 69,243,843 36,047,879 Net loss per share, basic and diluted $ ( 0.19 ) $ ( 0.75 ) $ ( 0.65 ) $ ( 2.03 ) |
Summary of Potentially Dilutive Common Shares Excluded from Computation of Diluted Net Loss Per Share | Potentially dilutive common shares that were excluded from the computation of diluted net loss per share because they were anti-dilutive consist of the following: Three and Nine Months Ended September 30, 2023 2022 Common stock options 5,462,015 3,989,342 Restricted common stock units 568,469 259,766 Restricted common stock awards 889,366 856,435 Convertible note, if converted 3,862,221 3,016,319 Total 10,782,071 8,121,862 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Summary of Revenue and Segment Operating Profit | Summarized below are the Revenue and Segment Operating Profit for each reporting segment: Revenue Segment Operating Profit (Loss) Revenue Segment Operating Profit (Loss) Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2023 2022 2023 2022 2023 2022 2023 2022 (In thousands) (In thousands) Energy industrial $ 27,912 $ 24,752 $ 5,825 $ 2,063 $ 97,311 $ 90,404 $ 24,246 $ 11,044 Thermal barrier 32,843 11,954 7,985 ( 8,422 ) 57,188 30,349 3,057 ( 20,402 ) Total $ 60,755 $ 36,706 $ 13,810 $ ( 6,359 ) $ 154,499 $ 120,753 $ 27,303 $ ( 9,358 ) Corporate expenses 28,444 21,950 77,889 60,221 Operating loss ( 14,634 ) ( 28,309 ) ( 50,586 ) ( 69,579 ) Other income (expense), net 1,561 ( 1,286 ) 5,294 ( 3,550 ) Net loss $ ( 13,073 ) $ ( 29,595 ) $ ( 45,292 ) $ ( 73,129 ) Total Assets September 30, December 31, 2023 2022 (In thousands) Energy industrial $ 88,940 $ 94,415 Thermal barrier 91,860 39,320 Total assets of reportable segments 180,800 133,735 Construction in progress 299,943 209,050 All other corporate assets 124,403 300,631 $ 605,146 $ 643,416 |
Description of Business and B_3
Description of Business and Basis of Presentation - Additional Information (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||
Nov. 28, 2022 USD ($) | Sep. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Sep. 30, 2023 USD ($) Subsidiary | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Basis Of Presentation [Line Items] | ||||||||||
Number of Subsidiaries | Subsidiary | 3 | |||||||||
Net loss incurred | $ 13,073 | $ 15,423 | $ 16,796 | $ 29,595 | $ 24,050 | $ 19,484 | $ 45,292 | $ 73,129 | ||
Cash used in operations | 39,833 | $ 70,319 | ||||||||
Cash for capital expenditures | 147,700 | |||||||||
Unrestricted cash and cash equivalents | 94,643 | 94,643 | $ 281,335 | |||||||
General Motors Holdings Llc [Member] | Loan Agreement [Member] | ||||||||||
Basis Of Presentation [Line Items] | ||||||||||
Aggregate principal amount | $ 100,000 | $ 500,000 | $ 500,000 | |||||||
Senior secured term loan, Draw beginning date | Jan. 01, 2023 | |||||||||
Senior secured term loan, Draw Endining date | Sep. 30, 2023 | |||||||||
Percentage cost | 70% |
Significant Accounting Polici_3
Significant Accounting Policies - Additional Information (Detail) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 USD ($) Customer shares | Sep. 30, 2022 USD ($) Customer | Dec. 31, 2022 USD ($) Customer shares | |
Summary Of Significant Accounting Policies [Line Items] | |||
Reduction/Charge for uncollectible accounts receivable | $ (89) | $ 42 | |
Period of option to purchase | 18 months | ||
Restricted cash to support our outstanding letters of credit | $ 320 | $ 1,226 | |
Restricted common stock issued | shares | 70,226,633 | 69,994,963 | |
Energy Industrial [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Standard product warranty period | 1 year | ||
Thermal Barrier [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Warranty expense | $ 200 | $ 200 | |
Non-Employee Directors [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Stock-based award vesting period | 1 year | ||
Restricted Stock Units [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Stock-based award vesting period | 3 years | ||
CARES Act [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Employee retention credits receivable | $ 2,200 | ||
Equity Incentive Plan [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Shares reserved for issuance | shares | 6,030,483 | ||
Number of shares either issued or reserved in connection with statutory tax withholdings | shares | 4,956,866 | ||
Equity Incentive Plan [Member] | Non-Qualified Stock Options [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Stock-based awards granted to purchase common stock | shares | 1,956,464 | ||
Stock-based awards granted to purchase common stock, grant date fair value | $ 9,600 | ||
Stock-based award vesting period | 3 years | ||
Equity Incentive Plan [Member] | Restricted Stock Units [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Stock-based awards granted to purchase common stock | shares | 511,241 | ||
Stock-based awards granted to purchase common stock, grant date fair value | $ 4,500 | ||
Stock-based award vesting period | 3 years | ||
2023 Equity Plan [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Increased number of shares available for grant | shares | 2,134,645 | ||
2023 Equity Plan [Member] | Non-Qualified Stock Options [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Stock-based awards granted to purchase common stock | shares | 46,272 | ||
Stock-based awards granted to purchase common stock, grant date fair value | $ 200 | ||
Stock-based award vesting period | 1 year | ||
2023 Equity Plan [Member] | Restricted Stock Units [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Stock-based awards granted to purchase common stock | shares | 44,928 | ||
Stock-based awards granted to purchase common stock, grant date fair value | $ 300 | ||
Stock-based award vesting period | 1 year | ||
Revenue [Member] | Customer Concentration Risk [Memeber] | Two Customers [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Number of customers | Customer | 2 | 2 | |
Revenue [Member] | Customer Concentration Risk [Memeber] | Customer A [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 50% | 50% | |
Revenue [Member] | Customer Concentration Risk [Memeber] | Customer B [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 44% | 44% | |
Accounts Receivable [Member] | Customer Concentration Risk [Memeber] | Two Customers [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Number of customers | Customer | 2 | ||
Accounts Receivable [Member] | Customer Concentration Risk [Memeber] | One Customer [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 61% | ||
Number of customers | Customer | 1 | ||
Accounts Receivable [Member] | Customer Concentration Risk [Memeber] | Customer A [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 44% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Memeber] | Customer B [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 10% | ||
Maximum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Reduction/Charge for uncollectible accounts receivable | $ 100 | $ 100 |
Significant Accounting Polici_4
Significant Accounting Policies - Summary of Stock Based Compensation Included in Cost of Revenue or Operating Expenses (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation | $ 2,789 | $ 2,590 | $ 7,766 | $ 6,713 |
Cost of Product Revenue [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation | 93 | 270 | 420 | 656 |
Research and Development Expenses [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation | 255 | 306 | 510 | 843 |
Sales and Marketing Expenses [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation | 378 | 548 | 1,110 | 1,328 |
General and Administrative Expenses [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation | $ 2,063 | $ 1,466 | $ 5,726 | $ 3,886 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Additional Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) Agreement | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Revenue Recognition [Line Items] | |||||
Revenue | $ 60,755 | $ 36,706 | $ 154,499 | $ 120,753 | |
Deferred revenue, revenue recognized | 5,700 | ||||
Maximum [Member] | |||||
Revenue Recognition [Line Items] | |||||
Sales return reserves | 100 | $ 100 | $ 100 | ||
Energy Industrial [Member] | |||||
Revenue Recognition [Line Items] | |||||
Number of performance obligations | Agreement | 1 | ||||
Revenue | $ 27,912 | $ 24,752 | $ 97,311 | $ 90,404 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Summary of Revenue Disaggregated by Geographical Region and Source of Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 60,755 | $ 36,706 | $ 154,499 | $ 120,753 |
Energy Industrial [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 27,912 | 24,752 | 97,311 | 90,404 |
Thermal Barrier [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 32,843 | 11,954 | 57,188 | 30,349 |
Asia [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 5,801 | 7,296 | 27,522 | 26,271 |
Canada [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 633 | 928 | 1,519 | 3,240 |
Europe [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 11,361 | 4,281 | 26,735 | 14,352 |
Latin America [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 1,176 | 84 | 5,065 | 2,985 |
U.S. [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 41,784 | 24,117 | 93,658 | 73,905 |
U.S. [Member] | Energy Industrial [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 12,249 | 13,510 | 43,994 | 47,989 |
U.S. [Member] | Thermal Barrier [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 29,535 | 10,607 | 49,664 | 25,916 |
International [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 18,971 | 12,589 | 60,841 | 46,848 |
International [Member] | Energy Industrial [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 15,663 | 11,242 | 53,317 | 42,415 |
International [Member] | Thermal Barrier [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 3,308 | $ 1,347 | $ 7,524 | $ 4,433 |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Summary of Changes in Contract Assets and Contract Liabilities (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Contract assets | |
Beginning Balance | $ 143 |
Deductions | (143) |
Contract liabilities | |
Beginning Balance | 5,846 |
Additions | 14,308 |
Deductions | (14,691) |
Ending Balance | 5,463 |
Thermal Barrier [Member] | |
Contract assets | |
Beginning Balance | 143 |
Deductions | (143) |
Energy Industrial [Member] | |
Contract liabilities | |
Beginning Balance | 5,846 |
Additions | 14,308 |
Deductions | (14,691) |
Ending Balance | $ 5,463 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 22,361 | $ 19,876 |
Work in process | 11,015 | 2,204 |
Finished goods | 1,045 | 458 |
Total | $ 34,421 | $ 22,538 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net - Summary of Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 524,079 | $ 389,144 |
Accumulated depreciation | (139,053) | (129,921) |
Property, plant and equipment, net | 385,026 | 259,223 |
Construction in Progress [Member] | ||
Property Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 299,942 | 209,056 |
Buildings [Member] | ||
Property Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 24,016 | 24,016 |
Property, plant and equipment, Useful life | 30 years | |
Machinery and Equipment [Member] | ||
Property Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 166,060 | 136,607 |
Machinery and Equipment [Member] | Minimum [Member] | ||
Property Plant and Equipment [Line Items] | ||
Property, plant and equipment, Useful life | 3 years | |
Machinery and Equipment [Member] | Maximum [Member] | ||
Property Plant and Equipment [Line Items] | ||
Property, plant and equipment, Useful life | 10 years | |
Computer Equipment and Software [Member] | ||
Property Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 10,890 | 10,239 |
Property, plant and equipment, Useful life | 3 years | |
Leasehold Improvements [Member] | ||
Property Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 23,171 | $ 9,226 |
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | us-gaap:UsefulLifeShorterOfTermOfLeaseOrAssetUtilityMember |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Property Plant and Equipment [Line Items] | |||
Depreciation | $ 10,757 | $ 6,692 | |
Property, plant and equipment, gross | 524,079 | $ 389,144 | |
Capitalized interest | 8,800 | 2,700 | |
Construction in Progress [Member] | |||
Property Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 299,942 | 209,056 | |
Rhode Island [Member] | Construction in Progress [Member] | |||
Property Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 299,900 | 209,100 | |
Georgia [Member] | |||
Property Plant and Equipment [Line Items] | |||
Pre-construction costs | $ 255,200 | $ 164,500 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accrued Liabilities, Current [Abstract] | ||
Employee compensation | $ 14,001 | $ 12,467 |
Other accrued expenses | 2,693 | 3,536 |
Total | $ 16,694 | $ 16,003 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | |||
Nov. 28, 2022 $ / shares | Nov. 27, 2022 $ / shares | Sep. 30, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) | |
Related Party Transaction [Line Items] | ||||
Accrued interest | $ 2,683 | |||
Accounts Payable | 37,115 | $ 54,728 | ||
Koch Disruptive Technologies LLC [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts Payable | 2,800 | |||
Koch Disruptive Technologies LLC [Member] | Construction in Progress [Member] | ||||
Related Party Transaction [Line Items] | ||||
Costs recorded as a component of construction in progress | 8,600 | |||
2022 Convertible Notes [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accrued interest | 7,800 | |||
Construction in progress | $ 6,100 | |||
Conversion notes effective conversion price per share | $ / shares | $ 29.936625 | |||
Common stock per capitalized principal | $ / shares | $ 1,000 | |||
Initial conversion rate of convertible notes | 33.4001 | |||
2022 Convertible Notes [Member] | Wood River Capital, LLC [Member] | ||||
Related Party Transaction [Line Items] | ||||
Issuance and sale of convertible notes | $ 100,000 | |||
Conversion notes effective conversion price per share decrease | $ / shares | $ 5 | |||
Conversion notes effective conversion price per share | $ / shares | 29.936625 | $ 34.936625 | ||
Common stock per capitalized principal | $ / shares | $ 1,000 | $ 1,000 | ||
Initial conversion rate of convertible notes | 33.4001 | 28.623257 |
Convertible Note - Related Pa_3
Convertible Note - Related Party - Additional Information (Detail) $ / shares in Units, $ in Thousands | 9 Months Ended | ||||||
Nov. 28, 2022 $ / shares | Nov. 27, 2022 $ / shares | Feb. 15, 2022 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) | |
Convertible Notes [Line Items] | |||||||
Issuance and sale of convertible notes | $ 100,000 | ||||||
Payment in-kind | $ 5,100 | $ 4,900 | $ 2,900 | ||||
Debt instrument, interest rate terms | Interest on the 2022 Convertible Note is payable semi-annually in arrears on June 30 and December 30. The Company, at its option, is permitted to settle each semi-annual interest payment in cash, in-kind, or any combination thereof. | ||||||
Debt issuance costs, net of accumulated amortization | $ 125 | ||||||
Purchase price of notes percentage | 100% | ||||||
SOFR Plus [Member] | |||||||
Convertible Notes [Line Items] | |||||||
Debt instrument, interest rate | 5.50% | ||||||
SOFR Plus [Member] | Floor Rate [Member] | |||||||
Convertible Notes [Line Items] | |||||||
Debt instrument, interest rate | 1% | ||||||
SOFR Plus [Member] | Cap Rate [Member] | |||||||
Convertible Notes [Line Items] | |||||||
Debt instrument, interest rate | 3% | ||||||
SOFR Plus [Member] | PIK Interest [Member] | |||||||
Convertible Notes [Line Items] | |||||||
Debt instrument, interest rate | 6.50% | ||||||
2022 Convertible Notes [Member] | |||||||
Convertible Notes [Line Items] | |||||||
Convertible notes, fair value | $ 97,500 | ||||||
Convertible debt carried at amortized cost | 112,100 | ||||||
Amortized Debt Discount Premium | 700 | ||||||
Debt Instrument Unamortized Discount | $ 4,100 | ||||||
Debt Instrument Effective Interest Rate | 10.70% | ||||||
Initial conversion rate of convertible notes | 33.4001 | ||||||
Common stock per capitalized principal | $ / shares | $ 1,000 | ||||||
Conversion notes effective conversion price per share | $ / shares | $ 29.936625 | ||||||
Common stock issuable upon conversion of convertible notes | shares | 3,862,221 | ||||||
Percentage of common stock closing price per share of conversion price | 130% | ||||||
Number of trading days on conversion price | 20 consecutive trading days | ||||||
Convertible notes redemption terms | The 2022 Convertible Note is redeemable at the Company’s option at any time and in the event that the volume weighted average price of the Company’s common stock for the 10 trading days immediately preceding the date on which the Company provides the redemption notice has been at least 130% of the Conversion Price then in effect at a redemption price of 100% of the principal amount, plus accrued and unpaid interest (excluding the redemption date), plus the Make-Whole Amount. | ||||||
Convertible notes redemption percentage | 130% | ||||||
Redemption price, percentage of principal amount redeemed | 100% | ||||||
2022 Convertible Notes [Member] | Wood River Capital, LLC [Member] | |||||||
Convertible Notes [Line Items] | |||||||
Initial conversion rate of convertible notes | 33.4001 | 28.623257 | |||||
Common stock per capitalized principal | $ / shares | $ 1,000 | $ 1,000 | |||||
Conversion notes effective conversion price per share | $ / shares | 29.936625 | $ 34.936625 | |||||
Conversion notes effective conversion price per share decrease | $ / shares | $ 5 | ||||||
2022 Convertible Notes [Member] | Koch Strategic Platforms (KSP) [Member] | |||||||
Convertible Notes [Line Items] | |||||||
Issuance and sale of convertible notes | $ 100,000 | ||||||
Debt instrument, issuance date | Feb. 15, 2022 | ||||||
Existing maturity date | Feb. 18, 2027 | Feb. 18, 2027 |
Convertible Note - Related Pa_4
Convertible Note - Related Party - Summary of Convertible Notes (Detail) $ in Thousands | Sep. 30, 2023 USD ($) |
Convertible Notes [Abstract] | |
Convertible note, principal | $ 100,000 |
Payment in-kind | 12,952 |
Accrued interest | 2,683 |
Discount on convertible note, net of accumulated amortization | (3,422) |
Debt issuance costs, net of accumulated amortization | (125) |
Convertible note | $ 112,088 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Cloud Computing Agreement [Member] | Enterprise Resource Planning Software [Member] | ||
Commitments And Contingencies [Line Items] | ||
Debt instrument, maturity term | 5 years | |
Amortized costs related to implementation of agreement | $ 1.5 | |
Thermal Barrier Contracts [Member] | General Motors | ||
Commitments And Contingencies [Line Items] | ||
Purchase commitment, description | While General Motors has agreed to purchase its requirement for Barriers from the Company for locations to be designated from time to time by General Motors, it has no obligation to purchase any minimum quantity of Barriers under the Contracts. |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Capitalized Implementation Costs are Classified on the Consolidated Balance Sheets (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Cloud computing costs included in other current assets | $ 420 | $ 420 |
Cloud computing costs included in other assets | 1,590 | 1,590 |
Amortization of cloud computing costs | (556) | (242) |
Total capitalized cloud computing costs | $ 1,454 | $ 1,768 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Lessee Lease Description [Line Items] | ||
Operating lease expiry year | 2034 | |
Operating lease cost | $ 4,200,000 | $ 2,900,000 |
Cash payments related to operating lease liabilities | $ 3,600,000 | $ 2,600,000 |
Operating lease, weighted average remaining lease term | 9 years 3 months 18 days | |
Operating lease, weighted average discount rate, percent | 11.90% | |
Operating lease liability payments not yet commenced | $ 0 |
Leases - Summary of Maturities
Leases - Summary of Maturities of Operating Lease Liabilities (Detail) $ in Thousands | Sep. 30, 2023 USD ($) |
Leases [Abstract] | |
2023 (excluding the nine months ended September 30, 2023) | $ 1,254 |
2024 | 4,431 |
2025 | 4,271 |
2026 | 3,958 |
2027 | 3,683 |
Thereafter | 23,018 |
Total lease payments | 40,615 |
Less imputed interest | (16,642) |
Total lease liabilities | $ 23,973 |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of Basic and Diluted Net Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator: | ||||||||
Net loss | $ (13,073) | $ (15,423) | $ (16,796) | $ (29,595) | $ (24,050) | $ (19,484) | $ (45,292) | $ (73,129) |
Denominator: | ||||||||
Weighted average shares outstanding, basic | 69,317,805 | 39,533,695 | 69,243,843 | 36,047,879 | ||||
Weighted average shares outstanding, diluted | 69,317,805 | 39,533,695 | 69,243,843 | 36,047,879 | ||||
Net loss per share, basic | $ (0.19) | $ (0.75) | $ (0.65) | $ (2.03) | ||||
Net loss per share, diluted | $ (0.19) | $ (0.75) | $ (0.65) | $ (2.03) |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Potentially Dilutive Common Shares Excluded from Computation of Diluted Net Loss Per Share (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive Securities | 10,782,071 | 8,121,862 | 10,782,071 | 8,121,862 |
Common Stock Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive Securities | 5,462,015 | 3,989,342 | 5,462,015 | 3,989,342 |
Restricted Common Stock Units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive Securities | 568,469 | 259,766 | 568,469 | 259,766 |
Restricted Common Stock Awards [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive Securities | 889,366 | 856,435 | 889,366 | 856,435 |
Convertible Note, if Converted [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive Securities | 3,862,221 | 3,016,319 | 3,862,221 | 3,016,319 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2023 Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segment Information - Summary o
Segment Information - Summary of Revenue and Segment Operating Profit (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | |||||||||
Revenue | $ 60,755 | $ 36,706 | $ 154,499 | $ 120,753 | |||||
Segment Operating Profit (Loss) | 13,810 | (6,359) | 27,303 | (9,358) | |||||
Corporate expenses | 28,444 | 21,950 | 77,889 | 60,221 | |||||
Operating loss | (14,634) | (28,309) | (50,586) | (69,579) | |||||
Other expense, net | 1,561 | (1,286) | 5,294 | (3,550) | |||||
Net loss | (13,073) | $ (15,423) | $ (16,796) | (29,595) | $ (24,050) | $ (19,484) | (45,292) | (73,129) | |
Total assets | 605,146 | 605,146 | $ 643,416 | ||||||
Construction in Progress [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Total assets | 299,943 | 299,943 | 209,050 | ||||||
All Other Corporate Assets [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Total assets | 124,403 | 124,403 | 300,631 | ||||||
Operating Segment | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Total assets | 180,800 | 180,800 | 133,735 | ||||||
Operating Segment | Energy Industrial [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenue | 27,912 | 24,752 | 97,311 | 90,404 | |||||
Segment Operating Profit (Loss) | 5,825 | 2,063 | 24,246 | 11,044 | |||||
Total assets | 88,940 | 88,940 | 94,415 | ||||||
Operating Segment | Thermal Barrier [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenue | 32,843 | 11,954 | 57,188 | 30,349 | |||||
Segment Operating Profit (Loss) | 7,985 | $ (8,422) | 3,057 | $ (20,402) | |||||
Total assets | $ 91,860 | $ 91,860 | $ 39,320 |
Other Current Assets - Addition
Other Current Assets - Additional Information (Detail) - USD ($) | Sep. 30, 2023 | Dec. 31, 2021 | Dec. 31, 2020 |
Other Current Assets [Line Items] | |||
CARES Act refundable tax credit percentage | 70% | 50% | |
CARES Act qualified wages per employee for refundable tax credit | $ 10,000 | $ 10,000 | |
Prepaid Expenses and Other Current Assets [Member] | |||
Other Current Assets [Line Items] | |||
CARES Act Employee Retention Credits | $ 2,200,000 | ||
Maximum [Member] | |||
Other Current Assets [Line Items] | |||
CARES Act refundable tax credit | $ 5,000 |