Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 31, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Entity Registrant Name | FTC SOLAR, INC. | ||
Document Annual Report | true | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
ICFR Auditor Attestation Flag | false | ||
Entity Central Index Key | 0001828161 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | FTCI | ||
Amendment Flag | false | ||
Title of 12(b) Security | Common Stock, $0.0001 par value | ||
Security Exchange Name | NASDAQ | ||
Entity File Number | 001-40350 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 81-4816270 | ||
Entity Address, Address Line One | 9020 N Capital of Texas Hwy | ||
Entity Address, Address Line Two | Suite I-260 | ||
Entity Address, City or Town | Austin | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 78759 | ||
City Area Code | 737 | ||
Local Phone Number | 787-7906 | ||
Entity Common Stock, Shares Outstanding | 106,195,459 | ||
Entity Public Float | $ 158,437,496 | ||
Document Transition Report | false | ||
Auditor Name | PricewaterhouseCoopers LLP | ||
Auditor Location | Austin, Texas | ||
Auditor Firm ID | 238 | ||
Documents Incorporated by Reference | List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: Portions of the registrant's 2023 Proxy Statement for the Annual Meeting of Stockholders, to be filed on or before April 30, 2023 , are incorporated by reference into Part III of this report. |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 44,385 | $ 102,185 |
Accounts receivable, net | 49,052 | 107,548 |
Inventories | 14,949 | 8,860 |
Prepaid and other current assets | 10,304 | 17,186 |
Total current assets | 118,690 | 235,779 |
Operating lease right-of-use assets | 1,154 | 1,733 |
Property and equipment, net | 1,702 | 1,582 |
Intangible assets, net | 1,113 | 0 |
Goodwill | 7,538 | 0 |
Other assets | 4,201 | 3,926 |
Total assets | 134,398 | 243,020 |
Current liabilities | ||
Accounts payable | 15,801 | 39,264 |
Accrued expenses | 23,896 | 47,860 |
Income taxes payable | 443 | 47 |
Deferred revenue | 11,316 | 1,421 |
Other current liabilities | 8,884 | 4,656 |
Total current liabilities | 60,340 | 93,248 |
Operating lease liability, net of current portion | 786 | 1,340 |
Other non-current liabilities | 6,822 | 5,566 |
Total liabilities | 67,948 | 100,154 |
Commitments and contingencies (Note 14) | ||
Stockholders' equity | ||
Preferred stock par value of $0.0001 per share, 10,000,000 shares authorized; none issued as of December 31, 2022 and December 31, 2021 | 0 | 0 |
Common stock par value of $0.0001 per share, 850,000,000 shares authorized; 105,032,588 and 92,619,641 shares issued and outstanding as of December 31, 2022 and December 30, 2021 | 11 | 9 |
Treasury stock, at cost; 10,762,566 shares as of December 31, 2022 and December 31, 2021 | 0 | 0 |
Additional paid-in capital | 315,345 | 292,082 |
Accumulated other comprehensive income (loss) | (61) | 7 |
Accumulated deficit | (248,845) | (149,232) |
Total stockholders' equity | 66,450 | 142,866 |
Total liabilities and stockholders' equity | $ 134,398 | $ 243,020 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 850,000,000 | 850,000,000 |
Common stock, shares issued | 105,032,588 | 92,619,641 |
Common stock, shares outstanding | 105,032,588 | 92,619,641 |
Treasury stock, shares | 10,762,566 | 10,762,566 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue: | |||
Total revenue | $ 123,066 | $ 270,525 | $ 187,352 |
Cost of revenue: | |||
Total cost of revenue | 150,294 | 303,070 | 183,713 |
Gross profit (loss) | (27,228) | (32,545) | 3,639 |
Operating expenses | |||
Research and development | 9,949 | 11,540 | 5,222 |
Selling and marketing | 8,659 | 6,823 | 3,545 |
General and administrative | 53,736 | 75,896 | 11,798 |
Total Operating expenses | 72,344 | 94,259 | 20,565 |
Loss from operations | (99,572) | (126,804) | (16,926) |
Interest expense, net | (978) | (814) | (364) |
Gain from disposal of investment in unconsolidated subsidiary | 1,745 | 20,829 | 0 |
Gain (loss) on extinguishment of debt | 0 | 790 | (116) |
Other income (expense), net | (373) | (67) | 0 |
Income (loss) from unconsolidated subsidiary | 0 | (354) | 1,399 |
Loss before income taxes | (99,178) | (106,420) | (16,007) |
(Provision) benefit for income taxes | (435) | (169) | 83 |
Net loss | (99,613) | (106,589) | (15,924) |
Other comprehensive income (loss): | |||
Foreign currency translation adjustments | (68) | 10 | (3) |
Comprehensive loss | $ (99,681) | $ (106,579) | $ (15,927) |
Net loss per share | |||
Basic | $ (0.98) | $ (1.24) | $ (0.23) |
Diluted | $ (0.98) | $ (1.24) | $ (0.23) |
Weighted-average common shares outstanding: | |||
Basic weighted-average number of common shares outstanding | 101,408,263 | 86,043,051 | 68,810,533 |
Diluted weighted-average number of common shares outstanding | 101,408,263 | 86,043,051 | 68,810,533 |
Product | |||
Revenue: | |||
Total revenue | $ 63,760 | $ 227,397 | $ 158,925 |
Cost of revenue: | |||
Total cost of revenue | 84,766 | 239,149 | 155,967 |
Service | |||
Revenue: | |||
Total revenue | 59,306 | 43,128 | 28,427 |
Cost of revenue: | |||
Total cost of revenue | $ 65,528 | $ 63,921 | $ 27,746 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Total | IPO [Member] | Preferred Stock | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Other Comprehensive income (loss) | Accumulated Deficit |
Beginning balance at Dec. 31, 2019 | $ (8,445) | $ 0 | $ 1 | $ 18,273 | $ (26,719) | |||
Beginning balance (in shares) at Dec. 31, 2019 | 0 | 63,633,981 | 0 | |||||
Shares issued during the period for vested restricted stock awards, Shares | 3,255,049 | |||||||
Repurchase of treasury stock, held in treasury | (9,896,666) | 9,896,666 | ||||||
Issuance of common stock, value | 30,000 | 30,000 | ||||||
Issuance of common stock (in shares) | 9,162,976 | |||||||
Stock-based compensation | 1,823 | 1,823 | ||||||
Net Income (loss) | (15,924) | (15,924) | ||||||
Other comprehensive income (loss) | (3) | (3) | ||||||
Ending balance at Dec. 31, 2020 | 7,451 | $ 0 | $ 1 | $ 0 | 50,096 | (3) | (42,643) | |
Ending balance (in shares) at Dec. 31, 2020 | 0 | 66,155,340 | 9,896,666 | |||||
Shares issued during the period for vested restricted stock awards, Shares | 9,107,121 | |||||||
Repurchase of treasury stock, held in treasury | (865,900) | 865,900 | ||||||
Issuance of common stock upon exercise of stock options | 317 | $ 1 | 316 | |||||
Issuance of common stock upon exercise of stock options (in shares) | 2,838,464 | |||||||
Repurchase and retirement of common stock held by related parties | (54,155) | $ (1) | (54,154) | |||||
Repurchase and retirement of common stock held by related parties (shares) | (4,455,384) | |||||||
Impact of Stock Split | $ 6 | (6) | ||||||
Deferred offering costs | (7,088) | (7,088) | ||||||
Issuance of common stock, value | 241,155 | $ 2 | 241,153 | |||||
Issuance of common stock (in shares) | 19,840,000 | |||||||
Stock-based compensation | 61,765 | 61,765 | ||||||
Net Income (loss) | (106,589) | (106,589) | ||||||
Other comprehensive income (loss) | 10 | 10 | ||||||
Ending balance at Dec. 31, 2021 | 142,866 | $ 0 | $ 9 | 292,082 | 7 | (149,232) | ||
Ending balance (in shares) at Dec. 31, 2021 | 0 | 92,619,641 | 10,762,566 | |||||
Shares issued during the period for vested restricted stock awards, Value | 4,062 | $ 1 | 4,061 | |||||
Shares issued during the period for vested restricted stock awards, Shares | 8,096,868 | |||||||
Issuance of common stock upon exercise of stock options | $ 903 | $ 1 | 902 | |||||
Issuance of common stock upon exercise of stock options (in shares) | 3,316,079 | 3,316,079 | ||||||
Shares issued for HX Tracker acquisition, Shares | 1,000,000 | |||||||
Shares issued for HX Tracker acquisition, Amount | $ 4,370 | 4,370 | ||||||
Issuance of common stock (in shares) | 4,455,384 | |||||||
Stock-based compensation | 13,930 | 13,930 | ||||||
Net Income (loss) | (99,613) | (99,613) | ||||||
Other comprehensive income (loss) | (68) | (68) | ||||||
Ending balance at Dec. 31, 2022 | $ 66,450 | $ 0 | $ 11 | $ 0 | $ 315,345 | $ (61) | $ (248,845) | |
Ending balance (in shares) at Dec. 31, 2022 | 0 | 105,032,588 | 10,762,566 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 12 Months Ended | 36 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2022 | |
Cash flows from operating activities | ||||
Net loss | $ (99,613) | $ (106,589) | $ (15,924) | |
Adjustments to reconcile net loss to cash used in operating activities: | ||||
Stock-based compensation | 20,303 | 61,765 | 1,818 | |
Depreciation and amortization | 900 | 232 | 47 | |
Loss from sale of property and equipment | 183 | |||
Amortization of debt issue costs | 703 | 461 | 0 | |
Provision for litigation settlement | 4,493 | |||
Provision for obsolete and slow-moving inventory | 1,813 | 90 | 0 | |
(Gain) loss from unconsolidated subsidiary | 0 | 354 | (1,399) | |
Gain from disposal of investment in unconsolidated subsidiary | (1,745) | (20,829) | 0 | |
(Gain) loss on extinguishment of debt | 0 | (790) | 116 | |
Warranty provision | 8,228 | 8,588 | 7,866 | |
Warranty recoverable from manufacturer | (302) | (928) | (1,021) | |
Bad debt expense (credit) | 1,159 | (91) | 24 | |
Deferred income taxes | (135) | 0 | (3) | |
Lease expense and other | 705 | 458 | 50 | |
Impact on cash from changes in operating assets and liabilities: | ||||
Accounts receivable, net | 57,337 | (83,723) | (9,710) | |
Inventories | (7,902) | (7,264) | 2,819 | |
Prepaid and other current assets | 7,189 | (10,237) | (2,847) | |
Other assets | (1,019) | (2,137) | (1,672) | |
Accounts payable | (22,940) | 21,659 | 10,076 | |
Accruals and other current liabilities | (32,670) | 34,095 | 7,162 | |
Accrued interest – related party debt | 0 | 0 | (78) | |
Deferred revenue | 9,895 | (21,559) | 3,107 | |
Other non-current liabilities | (599) | (6,016) | 496 | |
Lease payments and other, net | (493) | (393) | (298) | |
Net cash provided by (used in) operating activities | (54,510) | (132,854) | 629 | $ (186,700) |
Cash flows from investing activities: | ||||
Purchases of property and equipment | (985) | (1,025) | (256) | |
Proceeds from sale of property and equipment | 86 | 0 | 0 | |
Acquisitions, net of cash acquired | (5,093) | |||
Proceeds from disposal of investment in unconsolidated subsidiary | 1,745 | 22,332 | 2,124 | |
Net cash provided by (used in) investing activities | (4,247) | 21,307 | 1,868 | |
Cash flows from financing activities: | ||||
Proceeds from borrowings | 0 | 0 | 784 | |
Repayments of borrowings | 0 | (1,000) | (7,000) | |
Repurchase and retirement of common stock held by related parties | 0 | (54,155) | 0 | |
Offering costs paid | 0 | (5,948) | (1,140) | |
Proceeds from stock issuance | 0 | 241,155 | 30,000 | |
Proceeds from stock option exercises | 903 | 317 | 0 | |
Net cash provided by financing activities | 903 | 180,369 | 22,644 | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 54 | (10) | (3) | |
Net increase (decrease) in cash, cash equivalents and restricted cash | (57,800) | 68,812 | 25,138 | |
Cash, cash equivalents and restricted cash at beginning of period | 102,185 | 33,373 | 8,235 | 8,235 |
Cash, cash equivalents and restricted cash at end of period | 44,385 | 102,185 | 33,373 | $ 44,385 |
Supplemental disclosures of cash flow information: | ||||
Purchases of property and equipment included in ending accounts payable and accruals | 11 | 478 | 0 | |
Offering costs in period end accruals | 0 | 0 | 449 | |
Commencement of new operating leases | 0 | 1,540 | 688 | |
Cash paid during the period for third party interest | 784 | 254 | 0 | |
Cash paid during the period for related party interest | 0 | 207 | 350 | |
Cash paid during the period for taxes, net of refunds | $ 123 | $ 76 | $ 0 |
Description of business
Description of business | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of business | Note 1. Descr iption of business FTC Solar, Inc. (the “Company”, “we”, “our”, or “us”) was founded in 2017 and is incorporated in the state of Delaware. We are a global provider of advanced solar tracker systems, supported by proprietary software and value-added engineering services. Our mission is to provide differentiated products, software, and services that maximize energy generation and cost savings for our customers, and to help facilitate the continued growth and adoption of solar power globally. Trackers significantly increase the amount of solar energy produced at a solar installation by moving solar panels throughout the day to maintain an optimal orientation relative to the sun. Our primary tracker system is currently marketed under the Voyager brand name (“Voyager”). Voyager is a next-generation two-panel in-portrait ("2P") single-axis tracker solution that we believe offers industry-leading performance and ease of installation. In September 2022, we announced the introduction of Pioneer, a new and differentiated one module-in-portrait ("1P") solar tracker solution that allows for a pile count reduction per megawatt compared to similar industry-leading solutions, as well as providing what we believe to be other benefits, such as faster assembly capability, giving potential customers the possibility for increased flexibility and additional cost savings. We have also launched a new solution for thin-film modules, filling a gap in our offering for certain U.S. modules. We have a team of dedicated renewable energy professionals with significant project installation experience focused on delivering cost reductions to our U.S. and worldwide clients across the solar project development and construction cycle. The Company is headquartered in Austin, Texas, and has international subsidiaries in Australia, China, India and South Africa. In April 2021, we completed an initial public offering ("IPO") of 19,840,000 shares of our common stock receiving proceeds of $ 241.2 million, net of underwriting discounts and commissions, but before offering costs, and began trading on the Nasdaq Global Market under the symbol “FTCI”. Prior to the completion of the IPO, the board of directors and stockholders approved an approximately 8.25-for-1 forward stock split (the “Forward Stock Split”) of the Company’s shares of common stock which became effective on April 28, 2021. Proceeds from the IPO were used for general corporate purposes, with $ 54.2 million used to purchase an aggregate of 4,455,384 shares of our common stock, including shares resulting from the settlement of certain vested restricted stock units (“RSUs”) and exercise of certain options in connection with the IPO at the IPO price, less underwriting discounts and commissions. We are an emerging growth company, as defined in the Jumpstart Our Business Startups (JOBS) Act. Under the JOBS Act, we elected to use the allowed extended transition period to delay adopting new or revised accounting standards until such time as those standards apply to private companies. |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Note 2. Sum mary of significant accounting policies Basis of presentation and principles of consolidation These consolidated financial statements include the results of the Company and its wholly owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Intercompany balances and transactions have been eliminated in consolidation. On April 28, 2021, we effected an approximately 8.25-for-1 forward split of our issued and outstanding shares of common stock, par value $ 0.0001 per share. As a result of the forward stock split, one (1) share of common stock issued and outstanding was automatically increased to approximately 8.25 shares of issued and outstanding common stock, without any change in the par value per share. All information related to common stock, stock options, restricted stock awards and earnings per share have been retroactively adjusted to give effect to the forward stock split for all periods presented, unless otherwise indicated. We currently operate in one business segment, the manufacturing and servicing of solar tracker systems. Liquidity We have incurred cumulative losses since inception and have a history of cash outflows from operations. During the three-year period ended December 31, 2022, we used $ 186.7 million of cash in our operations, inclusive of $ 54.5 million utilized during the year ended December 31, 2022. We had no long-term borrowings or other material obligations requiring the use of cash and had positive working capital of $ 58.4 million as of December 31, 2022. At December 31, 2022, we had $ 44.4 million of cash remaining on hand and $ 1.8 million in outstanding letters of credit applied against our existing revolving credit facility described in "Note 11. Debt" below. The Uyghur Forced Labor Prevention Act ("UFLPA") was passed by the U.S. Congress and signed into law by President Biden on December 23, 2021. The UFLPA establishes a rebuttable presumption that the importation of any goods, wares, articles, and merchandise mined, produced, or manufactured wholly or in part in the Xinjiang Uyghur Autonomous Region of the People's Republic of China, or that are produced by certain entities, is prohibited by Section 307 of the Tariff Act of 1930 and that such goods, wares, articles, and merchandise are not entitled to entry to the United States. U.S. Customs and Border Protection ("CBP") began implementing the provisions of UFLPA on June 21, 2022, resulting in new rules for solar module importers and reviews by CBP. There continues to be uncertainty in the market around achieving full compliance with UFLPA for the importation of solar modules, whether related to sufficient traceability of materials or other factors. On March 25, 2022, the U.S. Department of Commerce, in response to a petition by Auxin Solar, Inc., initiated an investigation of claims related to alleged circumvention of U.S. antidumping and countervailing duties ("AD/CVD") by solar manufacturers in certain Southeast Asian countries in an effort to determine whether or not solar cells and/or modules made in those Southeast Asian nations use parts originating from China in order to circumvent the AD/CVD tariffs. On June 6, 2022, President Biden issued an Executive Order allowing U.S. solar deployers the ability to import solar modules and cells from Cambodia, Malaysia, Thailand and Vietnam free from certain duties for 24 months, along with other incentives designed to accelerate U.S. domestic production of clean energy technologies. Since 2016, CBP has issued a number of withhold release orders ("WRO") directed at forced labor in China, including WROs directed specifically at activity in the Xinjiang Uyghur Autonomous Region. In addition, recent WROs related to polysilicon requires panel importers to demonstrate that polysilicon used in their panels has not been sourced using forced labor. To date, CBP has used the WROs to detain solar panels, which has disrupted the U.S. solar installation market and caused additional uncertainty on future projects. These policies and actions have resulted in some developers deferring projects due to the uncertainty of panel supply and costs, which has negatively impacted our 2022 revenues and cash flows and may continue to negatively impact our anticipated revenues and our cash flows in 2023. The most notable incentive program impacting our U.S. business has been the investment tax credit ("ITC") for solar energy projects, which allows taxpayers to offset their U.S. federal income tax liability by a certain percentage of their cost basis in solar energy systems placed in service for commercial use. The Inflation Reduction Act of 2022, passed by the U.S. Congress and signed into law by President Biden on August 16, 2022, expanded and extended the tax credits and other tax benefits available to solar energy projects and the solar energy supply chain. ITCs have been extended for such projects through at least 2032 and, depending on the location of a particular project and its ability to satisfy certain labor and domestic content requirements, the ITC percentage can range between 30 % and 50 %. Manufacturers of specific solar components are also now eligible to claim production tax credits as an alternative to the ITC. Implementing regulations for this law are still in process. Our costs are affected by certain component costs including steel, motors and micro-chips, as well as transportation costs. Current market conditions and international conflicts that constrain supply of materials and disrupt the flow of materials from international vendors impact the cost of our products and services, along with overall rates of inflation in the global economy, which have been higher than recent historical rates. We have also seen increases in domestic fuel prices and transportation costs in the past couple of years. These cost increases impact our operating margins. We have taken steps to expand and diversify our manufacturing partnerships and have in the past employed alternative modes of transportation to mitigate the impact of the current headwinds in the global supply chain and logistics markets. Although overall transportation costs are higher than pre-pandemic rates, there has been a decline in recent months in costs for both charter vessels and in the premium container market, as well as an easing of congestion in U.S. ports. COVID-19 shutdowns in China during 2022 created a backlog of exports and increased demand for container shipments from China but, such shutdowns are now being eased by the government there. We continue to monitor the logistics markets and have adjusted our use of various modes of transportation when warranted to optimize our transportation costs. Additionally, in February 2022, we contracted with a related-party consulting firm to support us in making ongoing improvements to our processes and performance in various areas, including design, sourcing, logistics, pricing, software and our distributed generation business. For further information regarding this consulting firm, see "Note 17. Related parties" below. In accordance with ASC 205-40, Going Concern, we have evaluated whether there are conditions and events, considered in the aggregate, which raise substantial doubt about our ability to continue as a going concern within one year after the date these consolidated financial statements are issued. While AD/CVD and UFLPA have created uncertainty in the market in recent periods, we believe the Executive Order providing for a 24-month holiday on duties for importation of solar modules and cells from certain countries and the passage of the Inflation Reduction Act of 2022, as described above, have reduced the level of uncertainty among solar project owners and developers with regard to new project development, however we note that implementing regulations for the Inflation Reduction Act are still in process, which creates uncertainty about the extent of its impact on our Company and the solar energy industry. We also took significant steps in 2022, and are continuing to take further steps in 2023, to address the recent market challenges and our historical use of cash through the following actions: • certain members of our senior management team elected to forego certain cash compensation during the second half of 2022 in exchange for equity compensation; • the members of our board of directors have agreed to take equity compensation in lieu of cash compensation during 2023; • we began making certain incentive compensation payments to all employees in stock rather than cash beginning at the end of the second quarter of 2022; • as described further in "Note 4. Reduction in force" below, we reduced our workforce by approximately 8 % near the end of 2022; • we have frozen non-essential hiring, placed restrictions on certain travel, decreased the future use of consultants and are deferring non-critical initiatives; • we have initiated frequent, consistent communication with our customers, which allowed us to resolve issues preventing timely collection of certain past due outstanding receivables; • we have emphasized cash collections from customers, and continue to negotiate improved payment terms with both our customers and vendors; • we launched Pioneer, a one module-in-portrait (1P) solar tracker solution, and a new solution for thin-film modules not subject to UFLPA; • we filed a prospectus supplement in September 2022, as described further in "Note 15. Stockholders' equity " below which has provided us with the ability to sell from time to time, and in one or more transactions, newly issued shares of our common stock with an aggregate offering price of up to $ 100 million in future "at the market" offerings ("ATM Program") however, our conclusions around liquidity are not dependent on us transacting off the ATM; • we reached a settlement agreement with FCX Solar, LLC in December 2022, regarding a lawsuit filed against us relating to claims of patent infringement in order to eliminate future time and expense involved in defending ourselves in this action. As described further in "Note 14. Commitments and contingencies" below, a portion of the settlement payment was made in stock; and • we continue to actively explore options to obtain additional sources of capital through either the issuance of new debt or equity. Management believes that our existing cash on hand, as well the continuing impact of certain of the actions described above, along with our expectations of improved market conditions and positive results from our efforts to increase gross margins, will allow us to grow profitably and generate positive cash flow from operations during the second half of 2023 in amounts that will be sufficient for us to fund our operations for at least one year from the date of issuance of these consolidated financial statements. Accordingly, the accompanying financial statements assume we will continue as a going concern through the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. We have achieved success in executing certain of the initiatives above and we continue to work to further reduce our use of cash to fund our operations. We expect the two-year holiday on duties announced by President Biden in June 2022 will reduce the level of uncertainty in the market due to the ongoing AD/CVD investigation by the U.S. Department of Commerce, as described above, and we believe passage of the Inflation Reduction Act of 2022 will also benefit demand for our products in the United States. At the same time, however, new rules for module importers and reviews by CBP pursuant to achieving full compliance with UFLPA are expected to continue creating uncertainty in the market. However, once there is additional clarity around compliance with UFLPA and customers get line-of-sight to module deliveries, we believe the market will see a recovery. While there are already many underlying drivers of growth in the solar industry, the expected positive impact on demand for our products could take longer than expected to occur. In addition, market conditions could deteriorate significantly from what we currently expect, and regulatory and international trade policies could become more stringent as a result of (i) findings from the U.S. Department of Commerce's AD/CVD investigation, (ii) the level of enforcement of regulations issued under UFLPA, and (iii) other factors, which may result in a need for us to issue additional debt or obtain new equity financing to fund our operations beyond the next twelve months. We may be unable to obtain any desired additional financing on terms favorable to us, or at all, depending on market and other conditions. The ability to raise additional financing depends on numerous factors that are outside of our control, including macroeconomic factors such as the impact of the COVID-19 pandemic, inflation, the ongoing conflict in the Ukraine, market conditions, the health of financial institutions, investors' and lenders' assessments of our prospects and the prospects of the solar industry in general. Use of estimates Preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported revenue and expenses during the period. Estimates are used for calculating the measure of progress of our solar tracker projects and deriving the standalone selling prices of the individual performance obligations when determining amounts to recognize for revenue, estimating allowances for doubtful accounts and slow-moving and obsolete inventory, determining useful lives of long-lived assets and the estimated fair value of those assets for impairment assessments, and estimating the fair value of investments, stock compensation awards, warranty liabilities and federal and state taxes, including tax valuation allowances, as well as other contingencies. We base our estimates on historical experience and anticipated results, trends, and various other assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from those estimates due to risks and uncertainties. Cash and cash equivalents We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Restricted cash Cash balances that are legally, contractually or otherwise restricted as to withdrawal or usage are considered restricted cash. We had no restricted cash balances at either December 31, 2022 or December 31, 2021 . Accounts receivable, net Trade receivables are recorded at invoiced amounts, net of allowances for doubtful accounts if applicable, and do not bear interest. We generally do not require collateral from our customers; however, in certain circumstances, we may require letters of credit, other collateral, additional guarantees or advance payments. The allowance for doubtful accounts is based on our assessment of the collectability of our customer accounts. We regularly review our accounts receivable that remain outstanding past their applicable payment terms and establish allowances or make potential write-offs by considering certain factors such as historical experience, industry data, credit quality, age of balances and current economic conditions that may affect a customer's ability to pay. Receivables arising from revenue recognized in excess of billings represents our unconditional right to consideration before customers are invoiced due to the level of progress obtained as of period end on our contracts to install solar tracker systems and related equipment. Further information may be found below in our revenue recognition policy. Inventories, net Inventories are stated at the lower of cost or net realizable value, with costs computed on a first-in, first-out basis. The Company periodically reviews its inventories for excess and obsolete items and adjusts carrying costs to estimated net realizable values when they are determined to be less than cost. Leases In accordance with ASC 842, we make a determination whether a contract is a lease or contains a lease at the inception of the contract and will reassess that conclusion if the contract is modified. All leases are assessed for classification as an operating lease or a finance lease. Operating lease right-of-use (“ROU”) assets are reflected on the Company's Consolidated Balance Sheets. Operating lease liabilities are separated into a current portion, which is included in other current liabilities, and a noncurrent portion which is reflected separately on the Company's Consolidated Balance Sheets. The Company does not have any finance lease ROU assets or liabilities. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. The Company does not obtain and control its right to use the identified asset until the lease commencement date. Our lease liabilities are recognized at the applicable lease commencement date based on the present value of the lease payments required to be paid over the lease term. Because the rate implicit in the lease is not readily determinable, we generally use our incremental borrowing rate to discount the lease payments to present value. The estimated incremental borrowing rate is derived from information available at the lease commencement date. We factor in publicly available data for instruments with similar characteristics when calculating our incremental borrowing rates. The Company's ROU assets are also recognized at the applicable lease commencement date. The ROU asset equals the carrying amount of the related lease liability, adjusted for any lease payments made prior to lease commencement and lease incentives provided by the lessor. Variable lease payments are expensed as incurred and do not factor into the measurement of the applicable ROU asset or lease liability. The term of our leases equals the non-cancellable period of the lease, including any rent-free periods provided by the lessor, and also include options to renew or extend the lease (including by not terminating the lease) that we are reasonably certain to exercise. We establish the term of each lease at lease commencement and reassess that term in subsequent periods when one of the triggering events outlined in ASC 842 occurs. Our operating lease cost for the lease payments is recognized on a straight-line basis over the lease term. Our lease contracts often include lease and non-lease components. For facility leases, we elected the practical expedient offered by the standard to not separate lease from non-lease components and, therefore, account for them as a single lease component. For our other contracts that include leases, the Company accounts for the lease and non-lease components separately. We have elected, for all classes of underlying assets, not to recognize ROU assets and lease liabilities for leases with a term of twelve months or less. Lease cost for short-term leases is recognized on a straight-line basis over the lease term. Property and equipment, net Cost Property and equipment are stated at cost, net of accumulated depreciation. When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is recorded in the Consolidated Statements of Operations and Comprehensive Loss. Maintenance and repair costs that do not extend the useful life or improve an asset, are expensed as incurred. Third-party and internal personnel costs during the application development stage of software developed or obtained for internal use are capitalized. Costs incurred during the preliminary planning stage and post-implementation of new software systems projects, including data conversion and training costs, are expensed as incurred. Depreciation We depreciate our property and equipment using the straight-line method over their estimated useful lives, which generally are as follows: Category Depreciation period (in years) Leasehold improvements 3 Field equipment 5 Information technology equipment 3 Tooling 3 Capitalized software 3 Impairment We review our long-lived assets that are held for use for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable or that its useful life may be shorter than previously expected. If such impairment indicators are present or other factors exist that indicate the carrying amount of the asset may not be recoverable, the Company determines whether an impairment has occurred through the use of an undiscounted cash flow analysis of the asset at the lowest level for which identifiable cash flows exist. If an impairment has occurred, the Company recognizes a loss for the difference between the carrying amount and the fair value of the asset, which in most cases is estimated based upon Level 3 unobservable inputs. If the asset is determined to have a remaining useful life shorter than previously expected, an adjustment for the shorter remaining life will be made for purposes of recognizing future depreciation expense. Assets are classified as held for sale when the Company has a plan, approved by the appropriate levels of management, for disposal of such assets, as well as other considerations, and those assets are stated at the lower of carrying value or estimated fair value less estimated costs to sell. Intangible assets, net Intangible assets consist of developed technology in the form of software tools, licenses, and intellectual property, which are amortized over the period of their estimated useful lives, generally 2.5 - 3.0 years, using the straight-line method. We evaluate intangible assets for impairment using the method described above under "Impairment". Goodwill We recognize goodwill as the excess of the purchase price over the estimated fair value of the identified assets and liabilities acquired in a business combination accounted for using the acquisition method. Goodwill is not amortized but is subject to a periodic assessment for impairment at least annually, or whenever events and circumstances indicate an impairment may exist. Our assessments may include qualitative factors such as current or expected industry and market conditions, our overall financial performance, share price trends, market capitalization and other company-specific events. We operate in one segment, being the consolidated entity, which we have also determined is the reporting unit for goodwill impairment. At December 31, 2022 , in accordance with the provisions of ASU 2017-04, Intangibles - Goodwill and Other (Topic 350), we determined that we had no impairment of our goodwill at that date. Equity method investments We use the equity method of accounting for investment in which we have the ability to exercise significant influence, but not control, over operating and financial policies of the investee. Our proportionate share of the net income or loss of these investees is included in our Consolidated Statements of Operations and Comprehensive Loss. Judgment regarding the level of influence over each equity method investment includes considering key factors such as our ownership interest, legal form of the investee, representation on the board of directors, participation in policy-making decisions and material intra-entity transactions. We evaluate equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable. Factors considered by the Company when reviewing an equity method investment for impairment include the length of time and the extent to which the fair value of the equity method investment has been less than its cost, the investee’s financial condition and near-term prospects and the intent and ability to hold the investment for a period of time sufficient to allow for anticipated recovery. An impairment that is other-than temporary is recognized in the period identified. We account for distributions received from equity method investees under the “nature of the distribution” approach. Under this approach, distributions received from equity method investees are classified on the basis of the nature of the activity or activities of the investee that generated the distribution as either a return on investment (classified as cash inflows from operating activities) or a return of investment (classified as cash inflows from investing activities). We made an accounting policy election that, upon the sale of our equity method investments, we will recognize contractual contingent gains arising from earnout provisions and project escrow releases when such amounts are realizable in periods subsequent to the disposal date. Deferred costs Debt issue costs Legal, consulting, banking, accounting and other fees that are incremental and directly related to establishment of our revolving line of credit agreement have been capitalized and included as a component of other assets. These costs are being amortized to interest expense over the term of the revolving line of credit agreement on a straight-line basis. Debt discount and issue costs paid to lenders and third parties relating to outstanding debt, if any, are deferred and included as a reduction in the carrying amount of the debt. These deferred costs will be amortized as additional interest expense over the life of the debt using the interest method or on a straight-line basis, if not materially different. Offering costs Legal, consulting, banking, accounting and other fees that are incremental and directly related to anticipated equity offerings are capitalized as incurred and offset against proceeds received upon consummation of the offering as a component of additional paid-in capital. In the event an anticipated offering is terminated, such costs will be expensed. Warranty Typically, the sale of solar tracker projects includes parts warranties to customers as part of the overall price of the product. We provide standard assurance type warranties for our products for periods generally ranging from two to ten years . We record a provision for estimated warranty expenses in cost of sales, net of amounts recoverable from manufacturers under their warranty obligations to us. We do not maintain general or unspecified reserves; all warranty reserves are related to specific projects. All actual or estimated material costs incurred for warranty services in subsequent periods are charged to those established reserves. While we periodically monitor our warranty activities and claims, if actual costs incurred were to be different from our estimates, we would recognize adjustments to our warranty reserves in the period in which those differences arise or are identified. Stock-based compensation We recognize compensation expense for all share-based payment awards made, including stock options and RSUs, based on the estimated fair value of the award on the grant date. We calculate the fair value of stock options using the Black-Scholes option pricing model for awards with service-based vesting or through use of a lattice model or a Monte Carlo simulation for awards with market conditions. The fair value of RSUs is based on the estimated fair value of the Company's common stock on the date of grant. Since completion of our IPO, we consider the closing price of our stock, as reported on the Nasdaq Global Market, to be the fair value of our stock on the grant date. The Black-Scholes model relies on various assumptions, in addition to the exercise price of the option and the value of our common stock on the date of grant. These assumptions include: Expected Term: The expected term represents the period that the Company’s stock-based awards are expected to be outstanding and is calculated as the average of the option vesting and contractual terms, based on the simplified method. The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the options. The contractual life of an option may be up to 10 years. Expected Volatility: Since the Company did not have a trading history of its common stock prior to our IPO and since such trading history subsequent to our IPO is limited, the expected volatility is derived from the average historical stock volatilities of several public companies within the Company’s industry that it considers to be comparable to its business over a period equivalent to the expected term of the stock option grants. Risk-Free-Interest-Rate: The Company bases the risk-free interest rate on the implied yield available on U.S. Treasury zero-coupon issues with a remaining term equivalent to the expected term. Expected Dividend: The Company has not issued any dividends in its history and does not expect to issue dividends over the life of the options and, therefore, has estimated the dividend yield to be zero. Forfeitures are accounted for as they occur. For service-based awards, stock-based compensation is recognized using the straight-line attribution approach over the requisite service period. For performance-based awards, stock-based compensation is recognized based on graded vesting over the requisite service period when the performance condition is probable of being achieved. Stock compensation expense for market-based awards is recognized over the derived service period determined in the valuation model, inclusive of any vesting conditions. Income taxes Pursuant to ASC 740, Accounting for Income Taxes, we use the asset and liability method for accounting for income taxes. Under this method, we recognize deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the respective carrying amounts and tax basis of our assets and liabilities. Deferred tax balances are adjusted to reflect tax rates based on currently enacted tax laws, which will be in effect in the years in which the temporary differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period of the enactment date. We establish valuation allowances when necessary to reduce deferred tax assets to the amounts expected to be realized. On a quarterly basis, we evaluate the need for, and the adequacy of, valuation allowances based on the expected realization of our deferred tax assets. The factors used to assess the likelihood of realization include our latest forecast of future taxable income, available tax planning strategies that could be implemented, reversal of taxable temporary differences and carryback potential to realize the net deferred tax assets. We account for uncertain tax positions in accordance with authoritative guidance which prescribes a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. Our evaluations of tax positions consider various factors including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, information obtained during in-process audit activities and changes in facts or circumstances related to a tax position. We accrue interest and penalties related to unrecognized tax benefits as a component of income tax expense. Functional currency The reporting currency of the Company is the U.S. dollar. We determine the functional currency of each subsidiary in accordance with ASC 830, Foreign Currency Matters, based on the currency of the primary economic environment in which each subsidiary operates. We translate the assets and liabilities of our non-U.S. dollar functional currency subsidiaries into U.S. dollars using exchange rates in effect at the end of each period. Revenues and expenses for these subsidiaries are translated using rates that approximate those in effect during the period. Gains and losses from these translations are recognized as a cumulative translation adjustment in "Accumulated other comprehensive loss" in stockholders’ equity (deficit) in the Consolidated Balance Sheets. The Company remeasures monetary assets and liabilities that are not denominated in the functional curr |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition | Note 3. Acqui sitions On June 14, 2022, we closed on the acquisition of all of the outstanding stock of Shanghai Han Xiang New Energy Technology Co., Ltd. ("HX Tracker"), a China-based supplier of 1P tracker systems, in order to extend our international market presence. The purchase price included approximately $ 3.5 million of cash, paid in July 2022, and the issuance in June 2022 of 1,000,000 shares of the Company's common stock valued at approximately $ 4.4 million. In addition, as part of the purchase price, we paid the existing debt of HX Tracker owed to the previous owners, totaling approximately $ 0.8 million as of the acquisition date during the third quarter of 2022. The goodwill recognized as part of the acquisition is attributable to expected synergies in the acquired company's tracker offering and cross selling opportunities in various international markets and is not deductible for tax purposes. The results of operations of HX Tracker, which are not material to our consolidated results, have been included in our consolidated financial statements since the date of acquisition. Certain former key employees of HX Tracker became employees of the Company following the closing and were eligible to receive up to 2.2 million RSUs, with vesting based on either performance or service conditions over a 2 to 4 -year period. These awards require continuous employment during their term, subject to certain conditions as defined in the award, and are being accounted for as post combination expense recognized over the required service period based on the current expectation that all performance conditions will be met. On July 1, 2022, we closed on an acquisition of certain assets from Standard Sun, Inc. relating to their pile testing and equipment installation business. Total purchase price was approximately $ 0.8 million. Two employees of this business became employees of the Company following the acquisition. The results of operations of this business, which are not material, have been included in our consolidated financial statements since the date of acquisition. Goodwill associated with this acquisition is deductible for tax purposes. The final allocation of the purchase price from these acquisitions was as follows: (in thousands) HX Tracker Pile testing and equipment installation business Total Cash $ 18 $ — $ 18 Prepaids and other current assets 17 — 17 Property and equipment, net — 502 502 Intangible assets, net 1,425 — 1,425 Goodwill 7,447 271 7,718 Deferred tax asset 221 — 221 Accrued expenses ( 55 ) — ( 55 ) Deferred tax liability ( 356 ) — ( 356 ) Total purchase price $ 8,717 $ 773 $ 9,490 Activity in our goodwill balance was as follows: (in thousands) Year ended December 31, 2022 Balance at December 31, 2021 $ — Acquisition of HX Tracker 7,447 Acquisition of pile testing and equipment installation business 271 Translation ( 180 ) Balance at December 31, 2022 $ 7,538 |
Reduction in force
Reduction in force | 12 Months Ended |
Dec. 31, 2022 | |
Workforce Activity [Abstract] | |
Reduction in force | Note 4. Re duction in force In December 2022, in order to align our cost structure with our strategic and financial objectives and expected market conditions, we implemented a reduction in force impacting 20 employees, or approximately 8 % of our then existing workforce. In connection with this event, we recognized severance and termination-related costs as follows: (in thousands) Year ended December 31, 2022 Cost of revenue $ 145 Research and development 116 Selling and marketing 62 General and administrative 118 Total $ 441 The majority of the costs incurred will be paid in 2023. |
Accounts receivable, net
Accounts receivable, net | 12 Months Ended |
Dec. 31, 2022 | |
Accounts Receivable, after Allowance for Credit Loss [Abstract] | |
Accounts receivable, net | Note 5. Acc ounts receivable, net Accounts receivable consisted of the following: (in thousands) December 31, 2022 December 31, 2021 Trade receivables $ 35,367 $ 38,597 Revenue recognized in excess of billings 14,844 72,676 Other receivables 25 147 Total 50,236 111,420 Allowance for doubtful accounts ( 1,184 ) ( 3,872 ) Accounts receivable, net $ 49,052 $ 107,548 Included in total receivables above are amounts billed under retainage provisions totaling $ 3.7 million and $ 11.6 million as of December 31, 2022, and 2021, respectively, which are due within the upcoming year. At December 31, 2022, three customers accounted for approximately 55 %, 15 %, and 12 %, respectively, of our total accounts receivable. At December 31, 2021, four customers accounted for approximately 29 %, 23 %, 19 % and 18 %, respectively, of total accounts receivable. Activity in the allowance for doubtful accounts for each period was as follows: Year ended December 31, (in thousands) 2022 2021 2020 Balance at beginning of period $ 3,872 $ 1,228 $ 441 Additions charged to earnings 5,578 4,045 787 Write-offs of uncollectible accounts ( 8,266 ) ( 1,401 ) — Balance at end of period $ 1,184 $ 3,872 $ 1,228 |
Inventories, net
Inventories, net | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Note 6. Inve ntories, net Inventories consisted of the following: (in thousands) December 31, 2022 December 31, 2021 Finished goods $ 16,269 $ 8,950 Allowance for slow-moving and obsolete inventory ( 1,320 ) ( 90 ) Total $ 14,949 $ 8,860 Activity in the allowance for slow-moving and obsolete inventory for each period was as follows: Year ended December 31, (in thousands) 2022 2021 2020 Balance at beginning of period $ 90 $ — $ — Additions charged to earnings 1,813 90 — Write-offs of obsolete inventory ( 583 ) — — Balance at end of period $ 1,320 $ 90 $ — |
Prepaid and other current asset
Prepaid and other current assets | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid and other current assets | Note 7. Prep aid and other current assets Prepaid and other current assets consisted of the following: (in thousands) December 31, 2022 December 31, 2021 Vendor deposits $ 5,085 $ 13,098 Prepaid expenses 3,544 2,301 Prepaid taxes 163 269 Surety collateral 107 460 Other current assets 1,405 1,058 Total $ 10,304 $ 17,186 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Note 8. Lea ses We lease office and warehouse space in various locations, including our corporate headquarters in Austin, Texas. Additionally, we lease space for an applications laboratory and have a membership in a collaborative research facility in Colorado. All of our manufacturing is outsourced to contract manufacturing partners, and we currently do not own or lease any manufacturing facilities. We utilized a weighted average discount rate of 5.0 % in establishing our operating lease ROU assets and liabilities at lease inception. At December 31, 2022, our weighted average remaining lease term for our operating leases was 3.2 years. Our lease expense consisted of the following: Year ended December 31, (in thousands) 2022 2021 2020 Operating lease cost $ 705 $ 458 $ 288 Short-term lease cost 456 100 31 Total lease cost $ 1,161 $ 558 $ 319 Reported in: Cost of revenue $ 677 $ 239 $ 38 Research and development 46 39 — Selling and marketing 45 1 3 General and administrative 393 279 278 Total lease cost $ 1,161 $ 558 $ 319 Future remaining operating lease payment obligations were as follows: (in thousands) December 31, 2023 $ 471 2024 434 2025 367 2026 27 Thereafter — Total lease payments 1,299 Less: imputed interest ( 96 ) Present value of operating lease liabilities $ 1,203 Current portion of operating lease liability $ 417 Operating lease liability, net of current portion 786 Present value of operating lease liabilities $ 1,203 |
Property and equipment, net
Property and equipment, net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment, net | Note 9. Prop erty and equipment, net Property and equipment consisted of the following: (in thousands) December 31, 2022 December 31, 2021 Leasehold improvements $ 22 $ 22 Field equipment 1,078 833 Information technology equipment 355 182 Tooling 824 543 Capitalized software 250 250 Total 2,529 1,830 Accumulated depreciation ( 827 ) ( 248 ) Property and equipment, net $ 1,702 $ 1,582 We recognized depreciation expense associated with our property and equipment each period as follows: Year ended December 31, (in thousands) 2022 2021 2020 Tangible asset depreciation $ 547 $ 170 $ 14 Capitalized software depreciation 84 62 — Total depreciation expense $ 631 $ 232 $ 14 |
Intangible assets, net
Intangible assets, net | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets, net | Note 10. Intan gible assets, net Intangible assets consisted of the following: (in thousands) Estimated Useful Lives (Years) December 31, 2022 December 31, 2021 Developed technology 2.5 - 3.0 $ 2,591 $ 1,200 Total 2,591 1,200 Accumulated amortization ( 1,478 ) ( 1,200 ) Intangible assets, net $ 1,113 $ — On January 13, 2017, we entered into an asset purchase agreement with SunEdison Utility Holdings, Inc. ("Seller") to purchase all assets and liabilities of the Seller. The assets purchased as part of this acquisition included $ 1.2 million of developed technology in the form of software tools for the AP90 tracker, a first-generation tracker based on a 1P linked-row design. The developed technology for the AP90 tracker was amortized over a 3 -year period on a straight-line basis and was fully amortized as of December 31, 2021. As described further in Note 3 "Acquisitions" above, we acquired the outstanding stock of HX Tracker on June 14, 2022. In connection with that acquisition, we identified $ 1.4 million of developed technology in connection with the Helios 1P tracker system. We are amortizing this developed technology over a 2.5 -year period on a straight-line basis. Amortization expense recognized for the year ended December 31, 2022, totaled $ 0.3 million . Amortization expense for the years ended December 31, 2023 and 2024, will be approximately $ 0.6 million and $ 0.5 million, respectively. No amortization expense was recognized for the year ended December 31, 2021, and the amount recognized in 2020 was not significant. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Note 11. D ebt On April 30, 2021, we entered into a Senior Secured Revolving Credit Facility with various lenders, including Barclays Bank PLC, as issuing lender, the swingline lender and as administrative agent (the "Credit Facility Agreement"). The facility has an initial three-year term and is secured by a first priority lien on substantially all of our assets, subject to certain exclusions, and customary guarantees. The Credit Facility Agreement includes the following terms: (i) aggregate commitments of up to $ 100 million, with letter of credit and swingline sub-limits; (ii) a base rate of LIBOR, plus 3.25 % per annum, (iii) initial commitment fees of 0.50 % per annum; (iv) initial letter of credit fees of 3.25 % per annum; and (v) other customary terms for a corporate revolving credit facility. We have not made any draws on the revolving credit facility, however, we have $ 1.8 million of outstanding letters of credit as of December 31, 2022. Should LIBOR rates become unavailable during the term of the Credit Agreement, the rate per annum on loans will be based on the secured overnight financing rate (SOFR) published by the Federal Reserve Bank of New York, or a successor SOFR administrator. On June 2, 2022, we entered into Amendment No. 2 to the Credit Facility Agreement (the "Amendment") which, among other things, amended certain terms of the Credit Facility Agreement, including without limitation, to (i) reduce the minimum liquidity level in the minimum liquidity financial covenant from $ 125.0 million to $ 50.0 million until March 31, 2023, and (ii) set forth additional financial condition covenants and reporting requirements that apply if the Company does not maintain specified minimum liquidity from the effectiveness of the Amendment until the earlier of (x) March 31, 2023, and (y) the occurrence of certain specified conditions . The new financial condition covenants include the following: (i) if loans are outstanding, (x) the Company shall not have more than $25.0 million in unrestricted cash and cash equivalents for longer than three business days, and (y) the ratio of the amount of (A) 75% of specified third party accounts receivables to (B) outstanding loans shall not be less than 1.10:1.00 at the end of each month and (ii) the Company shall limit the amount of cash it pays to third parties (net of all cash received by the Company (subject to certain exclusions)) to not more than $50.0 million, with the financial covenants described in the foregoing clauses (i)(y) and (ii) only being applicable if the Company fails to maintain specified minimum liquidity, with the Company currently maintaining such specified minimum liquidity as of December 31, 2022 . Additionally, prior to March 31, 2023, the Company and its restricted subsidiaries under the Credit Facility Agreement are not permitted to (i) incur additional indebtedness for borrowed money, other than through the Credit Facility Agreement or specified permitted unsecured debt, or (ii) pay dividends, subject to specified exceptions. The Amendment also sets forth certain informational rights of the lenders. We incurred $ 2.1 million of costs relating to establishment of the Credit Agreement, which are included in "Other assets" in our Consolidated Balance Sheet. At December 31, 2022, the remaining unamortized balance was $ 0.9 million . On April 30, 2020, we received a Paycheck Protection Program (“PPP”) loan pursuant to the Coronavirus Aid, Relief, and Economic Security Act (the “CARES” Act) in the amount of $ 0.8 million. The PPP loan had a two-year term and a fixed interest rate of 1 %. Under the terms of the CARES act, the PPP loan was eligible for forgiveness, in part or whole, if the proceeds were used to retain and pay employees and for other qualifying expenditures. On January 20, 2021, the Company received notification from the Small Business Administration that they approved the forgiveness of the full $ 0.8 million PPP loan. The Company recorded the forgiveness of the PPP loan as a gain on extinguishment of debt in the Consolidated Statements of Operations and Comprehensive Loss during the year ended December 31, 2021. On June 17, 2019, the Company entered into a revolving line of credit agreement with Western Alliance Bank for a total principal amount of $ 1.0 million, which was to mature two years from the date of borrowing. The line of credit had a variable rate of interest, based on the prime rate as published in the Wall Street Journal, and required monthly interest payments. The prime rate at the time of borrowing was at 5.50 % per annum. The outstanding balance of $ 1.0 million was paid in full, and the revolving credit line was closed in 2021. |
Accrued expenses and other curr
Accrued expenses and other current liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Expenses and Other Current Liabilities Abstract | |
Accrued expenses and other current liabilities | Note 12. Accru ed expenses and other current liabilities Accrued expenses and other current liabilities consisted of the following: (in thousands) December 31, 2022 December 31, 2021 Accrued cost of revenue $ 13,198 $ 43,185 Accrued compensation 4,688 981 Other accrued expenses 6,010 3,694 Total accrued expenses $ 23,896 $ 47,860 Warranty reserves $ 8,004 $ 4,032 Current portion of operating lease liability 417 452 Non-federal tax obligations 463 172 Total other current liabilities $ 8,884 $ 4,656 We anticipate paying employee bonuses earned during the fourth quarter of 2022 in stock that will be issued during the first quarter of 2023, and have accrued $ 2.0 million , which is included in accrued compensation in the table above. We provide standard warranties on our hardware products to customers. The liability amount is based on actual historical warranty spending activity by type of product, customer and geographic region, modified by any known differences such as the impact of reliability improvements. Activity by period in the Company's warranty accruals was as follows: Year ended December 31, (in thousands) 2022 2021 2020 Balance at beginning of period $ 9,346 $ 6,811 $ 2,057 Warranties issued during the period 8,228 8,588 7,866 Settlements made during the period ( 4,041 ) ( 5,270 ) ( 3,111 ) Changes in liability for pre-existing warranties ( 1,107 ) ( 783 ) ( 1 ) Balance at end of period $ 12,426 $ 9,346 $ 6,811 Warranty accruals are reported in: Other current liabilities $ 8,004 $ 4,032 $ 3,985 Other non-current liabilities 4,422 5,314 2,826 Balance at end of period $ 12,426 $ 9,346 $ 6,811 |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Note 13. Inco me taxes The components of income before income taxes were as follows: Year ended December 31, (in thousands) 2022 2021 2020 United States $ ( 98,462 ) $ ( 106,467 ) $ ( 16,269 ) Foreign ( 716 ) 47 262 Total loss before income taxes $ ( 99,178 ) $ ( 106,420 ) $ ( 16,007 ) The provisions (benefits) for income taxes and the reasons for the differences between the provisions (benefits) for income taxes and income tax provisions (benefits) using the U.S. federal income tax rate were as follows: Year ended December 31, (in thousands) 2022 2021 2020 Current - Federal $ — $ — $ ( 159 ) State 204 196 1 Foreign 231 ( 27 ) 78 435 169 ( 80 ) Deferred - Federal — — ( 3 ) State — — — — — ( 3 ) Provision (benefit) for income taxes $ 435 $ 169 $ ( 83 ) Federal income tax provision (benefit) at statutory rate $ ( 20,827 ) $ ( 22,348 ) $ ( 3,362 ) State taxes, net of federal ( 1,035 ) ( 1,744 ) ( 215 ) Research and experimentation tax credit ( 2,811 ) ( 342 ) ( 179 ) Change in valuation allowance 24,911 28,361 3,523 Stock compensation ( 1,781 ) ( 6,863 ) 406 Dividends received deduction — — ( 308 ) Section 162m limitation on executive compensation 1,922 2,467 — Permanent differences and other 56 638 52 Provision (benefit) for income taxes $ 435 $ 169 $ ( 83 ) The components of deferred tax assets and liabilities were as follows: (in thousands) December 31, December 31, Deferred tax assets: Fixed assets and intangibles $ 5 $ 17 Leases 255 378 Accrued expenses 4,887 2,741 Net operating loss carryforward 52,179 31,868 Stock options 3,528 5,508 R&D credit carryforward 3,431 616 Other 1,998 402 Subtotal 66,283 41,530 Less: valuation allowance ( 65,659 ) ( 40,760 ) Total deferred tax assets 624 770 Deferred tax liabilities: Leases ( 243 ) ( 370 ) Prepaid expenses ( 381 ) ( 400 ) Total deferred tax liability ( 624 ) ( 770 ) Net deferred tax asset (liability) $ — $ — The net change in the total valuation allowance for the year ended December 31, 2022, was an increase of $ 24.9 million recorded through continuing operations. The net change in the total valuation allowance for the year ended December 31, 2021, was an increase of $ 31.5 million , comprised of $ 28.4 million recorded through continuing operations and $ 3.1 million recorded to paid in capital due to IPO costs. In assessing the realizability of deferred tax assets, we considered whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. We considered the scheduled reversal of deferred tax liabilities, carryback potential, projected future taxable income and tax planning strategies in making this assessment. After consideration of these factors and based upon the level of historical taxable losses, we believe it is more likely than not that the Company will not realize the benefits of these deductible differences at December 31, 2022. We have federal net operating loss carryforwards of approximately $ 232.1 million at December 31, 2022. These loss carryforwards have an indefinite carryforward period. We also have state net operating loss carryforwards of approximately $ 84.6 million which begin to expire in 2037 . We have federal R&D credit carryforwards of approximately $ 4.3 million at December 31, 2022 , which begin to expire in 2038 . We are subject to U.S. federal income tax, as well as income tax in multiple state and foreign jurisdictions. The tax returns for years 2018 and beyond remain open for examination. As of December 31, 2022, the Company is not currently under audit by any taxing authority. We account for uncertainty in taxes in accordance with authoritative guidance. Changes in our accruals for unrecognized tax benefits were as follows: Year ended December 31, (in thousands) 2022 2021 Balance at beginning of period $ 717 $ 81 Increase for tax positions related to the current year 386 636 Increase for tax positions related to prior years 318 — Balance at end of period $ 1,421 $ 717 The unrecognized tax benefits in the table above includes $ 0.9 million , and $ 0.2 million as of December 31, 2022, and December 31, 2021 , respectively, that, if recognized, would affect our effective tax rate. We do no t anticipate a significant increase or decrease over the next twelve months in the unrecognized tax benefits reported above. As of December 31, 2022, and 2021 , we have no t accrued any interest or penalties related to unrecognized tax benefits. |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Note 14. Commit ments and contingencies The Company may be involved in various claims, lawsuits, investigations, and other proceedings, arising in the normal course of business. The Company accrues a liability when management believes information available prior to the issuance of financial statements indicates it is probable a loss has been incurred as of the date of the financial statements and the amount of loss can be reasonably estimated. The Company adjusts its accruals to reflect the impact of negotiation, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case. Legal costs are expensed as incurred. We were a party to certain litigation styled FCX Solar, LLC v. FTC Solar, Inc., Case Nos. 1:21-cv-03556-RA and 1:21-cv-08766-RA, in the United States District Court for the Southern District of New York, pursuant to which FCX Solar, LLC (“FCX”) filed a lawsuit alleging breach of contract, fraud and unjust enrichment claims related to a patent license agreement and consulting relationship between us and FCX, and seeking damages of approximately $ 134 million. On December 29, 2022, we entered into a settlement agreement with FCX (the “Settlement Agreement”), pursuant to which, in full settlement of this litigation, (i) we agreed to (a) pay FCX an aggregate of $ 1.5 million in certain installments, and (b) issue to FCX 797,396 shares of our common stock, par value $ 0.0001 per share, valued at $ 2.0 million, based on a daily volume weighted average share price of our common stock on The Nasdaq Global Market in the ten consecutive trading days prior to entry into the Settlement Agreement, which was $ 2.508163 per share, and (ii) we and FCX agreed to an arrangement whereby FCX has granted us a worldwide license under certain of FCX's patents to make, have made, use, sell, offer for sale, lease, import, export, or otherwise dispose of any and all our products for an initial term of three years, subject to annual renewals at our option. An initial cash payment and the shares of stock were issued to FCX in January 2023, pursuant to the terms of the Settlement Agreement. The Company has fully accrued our entire obligation under the Settlement Agreement, including amounts payable under the license agreement, as a legal settlement in the Consolidated Balance Sheet at December 31, 2022 . |
Stockholders' equity
Stockholders' equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders' equity | Note 15. Stoc kholders' equity Preferred stock The Certificate of Incorporation, as amended on April 28, 2021, and on June 7, 2021, (the "Certificate of Incorporation"), authorizes the Company to issue up to 10 million shares of Preferred Stock with a par value of $ 0.0001 with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2022, there were no shares of preferred stock issued or outstanding. Common stock The Certificate of Incorporation authorizes the Company to issue 850 million shares of $ 0.0001 par value of Common Stock. Holders of Common Stock are entitled to dividends, as and when declared by the board of directors, subject to the rights of the holders of all classes of stock outstanding having priority rights as to dividends. There have been no dividends declared to date. The holders of the Common Stock are entitled to one vote for each share of Common Stock; provided that, except as otherwise required by law, holders of Common Stock (in such capacity) shall not be entitled to vote on any amendment to the Certificate of Incorporation that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the Certificate of Incorporation. In March 2020, the Company sold 9,162,976 (post-split basis) shares of common stock at $ 3.27 per share (post-split basis) for an aggregate purchase price of $ 30.0 million. The proceeds were available for working capital and other corporate purposes. On April 30, 2021, the Company closed on its IPO in which we issued and sold 19,840,000 shares of our common stock at a public offering price of $ 13.00 per share. We received aggregate proceeds of $ 241.2 million from the IPO, net of approximately $ 16.8 million in underwriting discount and commissions and before offering costs. The Company used $ 54.2 million of net proceeds from the IPO to purchase and retire an aggregate of 4,455,384 shares of our common stock, of which 2,191,557 was a repurchase of common shares and 2,263,827 shares were from the settlement of certain vested RSUs and common shares exercised from options in connection with the IPO. The Company is using the remaining proceeds from the IPO for general corporate purposes, including working capital and operating expenses. We may also use a portion of such proceeds to acquire or invest in businesses, products, services or technologies and may use a portion of such proceeds to provide funding to third parties for future development capital in connection with projects using our tracker systems. ATM program On September 14, 2022, we filed a prospectus supplement under which we may from time to time, in one or more transactions, offer and sell newly issued shares of our common stock having an aggregate offering price of up to $ 100 million, to or through Credit Suisse Securities (USA) LLC ("Credit Suisse"), as our sales agent, in "at the market" offerings. We intend to use the net proceeds, if any, from this offering for general corporate purposes, including working capital and operating expenses. We may also use a portion of such proceeds to acquire or invest in businesses, products, services or technologies; however, we do not have binding agreements or commitments for any material acquisitions or investments at this time. In connection with the ATM Program, on September 14, 2022, we entered into an equity distribution agreement (the "EDA") with Credit Suisse. The offering of our common stock pursuant to the EDA will terminate upon the earlier of (1) the sale of all common stock subject to the EDA or (2) the termination of the EDA by us or by Credit Suisse as permitted therein. The EDA contains customary representations, covenants and indemnification provisions. As of December 31, 2022 , no shares of our common stock had been sold pursuant to the EDA. Treasury stock On July 21, 2020, the Company’s board of directors approved a share repurchase of 9,896,666 shares of common stock for an aggregate price of $ 0 from founders of the Company. The repurchase of these shares was recorded as treasury stock on the Company’s Consolidated Balance Sheet as of December 31, 2020, and the shares have been added to the overall pool of stock available to be utilized for future option/stock award issuances to other employees of the organization. On January 8, 2021, the Company’s board of directors approved a share repurchase of 148,440 shares of common stock for an aggregate price of $ 0 from founders of the Company. The repurchase of these shares was recorded as treasury stock on the Company’s Consolidated Balance Sheet as of December 31, 2021, and the shares have been added to the overall pool of stock available to be utilized for future option/stock award issuances to other employees of the organization. On April 5, 2021, the Company’s board of directors approved a share repurchase of 717,460 shares of common stock for an aggregate price of $ 0 from founders of the Company. The repurchase of these shares was recorded as treasury stock on the Company’s Consolidated Balance Sheet as of December 31, 2021, and the shares have been added to the overall pool of stock available to be utilized for future option/stock award issuances to other employees of the organization. |
Stock compensation and other em
Stock compensation and other employee benefit plans | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock compensation and other employee benefit plans | Note 16. Sto ck compensation and other employee benefit plans Stock compensation plans On January 9, 2017, the Company’s board of directors adopted the 2017 Stock Incentive Plan (the “2017 Plan”). The Plan offered employees, directors and selected service providers the opportunity to acquire equity in the Company through grants of options, restricted stock awards (“RSA”), stock appreciation rights, restricted stock units (“RSU”), and other stock awards, at exercise prices not less than the fair market value of the Company's common stock on the date of grant. Following our IPO in April 2021, we adopted the 2021 Stock Incentive Plan (the "2021 Plan") which provides for the grant of awards similar to the 2017 Plan, as well as stock bonuses and cash awards. The number of shares initially reserved for issuance under the 2021 Plan was 12,645,239 , which will automatically increase on January 1 of each calendar year prior to the tenth anniversary of the Plan's effective date in an amount equal to the lesser of (i) 4 % of the total number of shares of common stock outstanding on the day prior (December 31st), and (ii) a number of shares of common stock determined by the compensation committee of the Company's board of directors. Effective January 1, 2022, an additional 3,704,785 shares became available for issuance pursuant to the automatic increase provisions of the 2021 Plan. On July 1, 2022, we filed a registration statement on Form S-8 to register 5,000,000 shares of common stock for issuance upon the settlement of RSUs and the exercise of stock options previously granted under the 2017 Plan that remain outstanding. No new awards have been or will be granted under the 2017 Plan following the effectiveness of our 2021 Plan on April 27, 2021. Also, included as part of this registration statement on Form S-8, we registered the additional 3,704,785 shares of common stock described above available under our 2021 Plan. Concurrent with the adoption of the 2021 Plan, we also adopted the 2021 Employee Stock Purchase Plan (the "2021 ESPP Plan") in order to provide employees of the Company and its designated subsidiaries with an opportunity to purchase the Company's common stock through accumulated payroll deductions at 85 % of the stock's fair market value. As of December 31, 2022 , this plan has not yet been implemented internally within the Company, and no purchases of common stock have been made pursuant to the 2021 ESPP Plan. Stock options generally vest over four years from the date of grant, and, except as noted below, are based only on service vesting conditions. During 2021, stock options were issued to our newly appointed Chief Executive Officer which contained market conditions relating to the price of our common stock that must be met in order to start the vesting period. As described further in "Note 17. Related parties" below, similar options were granted to a related party company engaged to support us with improvements to our processes and performance in February 2022. RSU grants may contain either service vesting conditions or a combination of performance and service vesting conditions, both of which must be met in order to vest. Awards with service conditions generally vest over a period of four years from the date of grant. Our IPO in April 2021 was deemed to meet the liquidity event provisions in our 2017 Plan, which resulted in the vesting of all awards that had previously satisfied the time-based vesting conditions of such awards as of that date. Generally, new shares of authorized common stock are issued to satisfy vesting or exercise of awards under both the 2017 and 2021 Stock Incentive Plans although treasury shares are also available for issuance at the discretion of the Company. Stock compensation expense for each period was as follows: Year ended December 31, (in thousands) 2022 2021 2020 Cost of revenue $ 3,292 $ 8,094 $ 322 Research and development 1,460 3,657 57 Selling and marketing 1,889 2,056 38 General and administrative 13,662 47,958 1,401 Total stock compensation expense $ 20,303 $ 61,765 $ 1,818 Information relating to our outstanding option awards was as follows: Options Shares Weighted-average exercise price Weighted-average remaining contractual term (in years) Average intrinsic value (in thousands) Outstanding as of December 31, 2021 7,538,265 $ 2.48 Granted 3,000,000 3.86 Exercised ( 3,316,079 ) 0.27 Forfeited and expired ( 412,336 ) 0.48 Outstanding as of December 31, 2022 6,809,850 $ 4.29 7.69 $ 4,099 Vested at December 31, 2022 or expected to vest in the future 4,704,127 $ 5.59 8.30 $ 580 Exercisable at December 31, 2022 2,105,723 $ 1.38 6.33 $ 3,519 At December 31, 2022: Stock-based compensation cost not yet recognized (in thousands) $ 10,551 Weighted-average remaining expense recognition period (in years) 3.09 Assumptions used to value option awards were as follows: Year ended December 31, 2022 2021 2020 Black-Scholes-Merton pricing formula weighted-average assumptions: Expected life (in years) 5.27 7.72 6.07 Risk-free interest rate 1.82 % 1.32 % 1.60 % Volatility 80.00 % 56.47 % 51.57 % Dividend yield 0.00 % 0.00 % 0.00 % Valuations: Grant-date fair value per option (post-split) (1) $ 1.85 $ 4.79 $ 2.86 Intrinsic value of options exercised (in thousands) $ 14,646 $ 22,852 $ — Average intrinsic value per share of options exercised $ 4.42 $ 8.05 $ — (1) - Includes options with market conditions. Information relating to our outstanding restricted stock unit and restricted stock awards was as follows: Shares Weighted-average grant date fair value Restricted stock units: Nonvested as of December 31, 2021 5,141,469 $ 6.08 Granted 6,927,858 3.71 Vested ( 3,435,814 ) 4.93 Forfeited ( 1,560,850 ) 5.55 Nonvested as of December 31, 2022 7,072,663 $ 4.73 At December 31, 2022: Stock-based compensation cost not yet recognized (in thousands) $ 18,500 Weighted-average remaining expense recognition period (in years) 1.29 Other employee benefit plans We sponsor a 401(k) savings plan for our U.S. employees, whereby the employees can elect to make pre- or post-tax contributions, subject to certain limitations. We make matching contributions equal to 100 % of the first 3 % and 50 % of the next 2 % of an employee's contribution. Employee and company contributions are both immediately vested. Company matching contributions were approximately $ 0.7 million , $ 0.6 million , and $ 0.3 million for the years ending December 31, 2022, 2021, and 2020, respectively. Employees are also eligible to participate in various employee welfare benefit plans, including medical, dental, prescription and life insurance, in which the Company pays a portion of the cost. All such plans are unfunded. |
Sale of investment in unconsoli
Sale of investment in unconsolidated subsidiary | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Sale of investment in unconsolidated subsidiary | Note 20. Sa le of investment in unconsolidated subsidiary On June 24, 2021, we disposed of our 4,791,566 Class A common unit interest in Dimension Energy LLC, (“Dimension”), representing approximately 23 % of the total outstanding common shares, for approximately $ 22.3 million, net of a success-based fee described below, resulting in a gain of $ 20.8 million . Prior to the third-party sale, we had recognized a net loss from our investment in this unconsolidated subsidiary of $ 0.4 million compared to a gain of $ 1.4 million recognized in 2020. On June 29, 2021, we made a success-based fee payment in the amount of $ 1.9 million to two executive members of Dimension for entering into voting and support letter agreements and for recommending to all Executive Members of Dimension that they support the purchase agreement and the consummation of the transaction on June 24, 2021. The sales agreement with Dimension includes an earnout provision which provides the potential to receive an additional contingent consideration of up to approximately $ 14.0 million through December 2024, based on Dimension achieving certain performance milestones. This potential earnout is calculated each quarter starting January 1, 2022, as $200 times the number of kilowatts constituting each Notice To Proceed (NTP) megawatt (MW) achieved during such quarterly earnout period, provided that no earnout amount is payable in respect to the first 100 NTP MW achieved in any earnout year. The sales agreement also includes a projects escrow release which is an additional contingent consideration to receive $7 million based on Dimension’s completion of certain construction projects currently in progress. During 2022 and 2021, we received $ 1.7 million and $ 0.2 million, respectively, from escrow for subsequent completion of certain construction projects that were in progress at the time of the sale. In accordance with our accounting policy, these amounts were recognized in the "Gain from disposal of investment in unconsolidated subsidiary" in our Consolidated Statements of Operations and Comprehensive Loss upon realization. |
Geographic and customer concent
Geographic and customer concentrations | 12 Months Ended |
Dec. 31, 2022 | |
Geographic and Customer Concentrations [Abstract] | |
Geographic and customer concentrations | Note 21. Geo graphic and customer concentrations Geographic concentrations Third-party revenues were recognized in the following locations: Year ended December 31, (in thousands) 2022 2021 2020 United States $ 97,992 $ 270,107 $ 187,168 Australia 24,847 418 184 All other 227 — — Total third-party revenue $ 123,066 $ 270,525 $ 187,352 Our long-lived assets, consisting of ROU assets and property and equipment, were in the following locations: As of December 31, (in thousands) 2022 2021 United States $ 2,728 $ 3,183 Australia 3 44 All other 125 88 Total long-lived assets $ 2,856 $ 3,315 Customer concentrations During the year ended December 31, 2022, three customers accounted for approximately 23 %, 20 % and 11 %, respectively, of total revenue. During the year ended December 31, 2021, three customers accounted for approximately 37 %, 20 % and 15 %, respectively, of total revenue. During the year ended December 31, 2020, four customers accounted for approximately 21 %, 19 %, 10 % and 10 %, respectively, of total revenue. |
Fair value measurements
Fair value measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | Note 19. Fa ir value measurements Our financial instruments consist of cash, cash equivalents, accounts receivable, accounts payable, and debt obligations, if any. Cash, cash equivalents, accounts receivable and accounts payable are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date. The carrying values of debt obligations bearing variable rates of interest, if any, are also considered to approximate fair value due to applicable interest rates resetting to market rates periodically. The fair value of our fixed-rate debt obligations, if any, will be impacted by changes in market rates for similar debt subsequent to our initial borrowings. Recurring measurements We did not hold any financial instruments measured at fair value on a recurring basis as categorized within the fair value hierarchy at December 31, 2022, and 2021. Non-recurring measurements We had no debt outstanding at December 31, 2022 and 2021. Other than writing off certain deferred costs relating to uncompleted transactions, there were no indications of impairment of any of our long-lived or other intangible assets, including goodwill, during 2022 that required us to evaluate recoverability or estimate fair value of those assets. |
Related parties
Related parties | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related parties | Note 17. Rela ted parties Information relating to repurchases of shares from founders of the Company at no cost for inclusion in treasury stock may be found in Note 15 "Stockholders' equity" above. During the year ended December 31, 2022, we entered into a contract with a customer in China in which our Vice President & General Manager, FTC China/Southeast Asia, and Director of FTC Solar (China) Co. Ltd., our Chinese subsidiary, is also a member of the customer's board of directors. We recognized a $ 0.3 million gross margin loss on this project in our 2022 operating results. In February 2022, we engaged Fernweh Engaged Operator Company LLC (“FEOC”) to support us with improvements to our processes and performance in various areas including design, sourcing, logistics, pricing, software and standard configuration. The consideration for such engagement is a combination of (i) quarterly cash payments through mid-2023, (ii) stock options that are time-based vested through the second quarter of 2023, and (iii) options with vesting tied to achievement of certain performance metrics based on our stock price. The foregoing transaction constitutes a related person transaction under our policies and procedures as South Lake One LLC, an entity affiliated with Isidoro Quiroga Cortés, a member of our board of directors, and a holder of more than 5 % of our outstanding capital stock, is an investor in Fernweh Group LLC (“Fernweh Group”), the parent entity of FEOC. Also, Aequanimitas Limited Partnership and Discrimen LLC are investors in Fernweh Group, and Isidoro Quiroga Cortés is affiliated with those entities. Isidoro Quiroga Cortés is also on the board of Fernweh Group. For the year ended December 31, 2022, we incurred $ 3.9 million of general and administrative expense associated with our engagement of FEOC. Cash payments during the year ended December 31, 2022, totaled $ 2.5 million . On January 30, 2017, the Company issued promissory notes worth $ 7 million, out of which $ 6.0 million was issued to two board members. The notes carried an interest rate of 5 % and were to expire five years from date of issuance. The Company repaid the principal during the year ended December 31, 2020. For the year ended December 31, 2020, we incurred interest expense of $ 0.2 million related to the notes issued to the related parties. |
Earnings (loss) per share
Earnings (loss) per share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings (loss) per share | Note 18. Ne t loss per share Year ended December 31, 2022 2021 2020 Net loss (in thousands) $ ( 99,613 ) $ ( 106,589 ) $ ( 15,924 ) Weighted average shares outstanding for calculating basic and diluted loss per share 101,408,263 86,043,051 68,810,533 Basic and diluted loss per share $ ( 0.98 ) $ ( 1.24 ) $ ( 0.23 ) For purposes of computing diluted loss per share, weighted average common shares outstanding do not include potentially dilutive securities that are anti-dilutive, as shown below. As of December 31, 2022 2021 2020 Anti-dilutive securities excluded from calculating dilutive loss per share: Shares of common stock issuable under stock option plans outstanding 6,809,850 7,538,265 8,524,997 Shares of common stock issuable upon vesting of RSUs 7,072,663 5,141,469 14,121,666 Potential common shares excluded from diluted net loss per share calculation 13,882,513 12,679,734 22,646,663 All share and per share amounts in the table above have been adjusted for an approximately 8.25 -for-1 forward stock split which took effect on April 28, 2021. |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent events | Note 22. Su bsequent events Thurman J. “T.J.” Rodgers resigned from his position as a director of the Company on January 19, 2023, effective immediately. Mr. Rodgers’ resignation was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. On January 19, 2023, the board of directors of the Company (the “Board”) appointed Shaker Sadasivam as Chairman of the Board, effective immediately. Mr. Sadasivam has served as a member of the Board since January 2017 and is currently Chairman of the Board’s Compensation Committee and a member of each of the Board’s Nominating and Corporate Governance Committee and Audit Committee. In addition, on January 19, 2023, the Board appointed Tamara Mullings as an independent director of the Company, effective immediately, in order to fill the vacancy resulting from the resignation of Mr. Rodgers. Mrs. Mullings will serve as a Class I director with a term expiring at the 2025 annual meeting of the stockholders of the Company. The Board also appointed Mrs. Mullings as a member of the Board’s Compensation Committee. On February 9, 2023, we issued a press release to announce an agreement with Taihua New Energy (Thailand) Co., LTD, a leading steel fabricator, for the creation of Alpha Steel LLC (“Alpha Steel”), a manufacturing partnership dedicated to producing steel components, including torque tubes, for utility-scale solar projects. The Alpha Steel facility, which will be located outside of Houston in Sealy, Texas, is expected to begin commercial production in mid-2023. We currently expect to make capital contributions totaling approximately $ 3.5 million, representing our 45 % interest in this new venture, which we plan to account for as an equity method investment. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation and principles of consolidation | Basis of presentation and principles of consolidation These consolidated financial statements include the results of the Company and its wholly owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Intercompany balances and transactions have been eliminated in consolidation. On April 28, 2021, we effected an approximately 8.25-for-1 forward split of our issued and outstanding shares of common stock, par value $ 0.0001 per share. As a result of the forward stock split, one (1) share of common stock issued and outstanding was automatically increased to approximately 8.25 shares of issued and outstanding common stock, without any change in the par value per share. All information related to common stock, stock options, restricted stock awards and earnings per share have been retroactively adjusted to give effect to the forward stock split for all periods presented, unless otherwise indicated. We currently operate in one business segment, the manufacturing and servicing of solar tracker systems. |
Liquidity | We have incurred cumulative losses since inception and have a history of cash outflows from operations. During the three-year period ended December 31, 2022, we used $ 186.7 million of cash in our operations, inclusive of $ 54.5 million utilized during the year ended December 31, 2022. We had no long-term borrowings or other material obligations requiring the use of cash and had positive working capital of $ 58.4 million as of December 31, 2022. At December 31, 2022, we had $ 44.4 million of cash remaining on hand and $ 1.8 million in outstanding letters of credit applied against our existing revolving credit facility described in "Note 11. Debt" below. The Uyghur Forced Labor Prevention Act ("UFLPA") was passed by the U.S. Congress and signed into law by President Biden on December 23, 2021. The UFLPA establishes a rebuttable presumption that the importation of any goods, wares, articles, and merchandise mined, produced, or manufactured wholly or in part in the Xinjiang Uyghur Autonomous Region of the People's Republic of China, or that are produced by certain entities, is prohibited by Section 307 of the Tariff Act of 1930 and that such goods, wares, articles, and merchandise are not entitled to entry to the United States. U.S. Customs and Border Protection ("CBP") began implementing the provisions of UFLPA on June 21, 2022, resulting in new rules for solar module importers and reviews by CBP. There continues to be uncertainty in the market around achieving full compliance with UFLPA for the importation of solar modules, whether related to sufficient traceability of materials or other factors. On March 25, 2022, the U.S. Department of Commerce, in response to a petition by Auxin Solar, Inc., initiated an investigation of claims related to alleged circumvention of U.S. antidumping and countervailing duties ("AD/CVD") by solar manufacturers in certain Southeast Asian countries in an effort to determine whether or not solar cells and/or modules made in those Southeast Asian nations use parts originating from China in order to circumvent the AD/CVD tariffs. On June 6, 2022, President Biden issued an Executive Order allowing U.S. solar deployers the ability to import solar modules and cells from Cambodia, Malaysia, Thailand and Vietnam free from certain duties for 24 months, along with other incentives designed to accelerate U.S. domestic production of clean energy technologies. Since 2016, CBP has issued a number of withhold release orders ("WRO") directed at forced labor in China, including WROs directed specifically at activity in the Xinjiang Uyghur Autonomous Region. In addition, recent WROs related to polysilicon requires panel importers to demonstrate that polysilicon used in their panels has not been sourced using forced labor. To date, CBP has used the WROs to detain solar panels, which has disrupted the U.S. solar installation market and caused additional uncertainty on future projects. These policies and actions have resulted in some developers deferring projects due to the uncertainty of panel supply and costs, which has negatively impacted our 2022 revenues and cash flows and may continue to negatively impact our anticipated revenues and our cash flows in 2023. The most notable incentive program impacting our U.S. business has been the investment tax credit ("ITC") for solar energy projects, which allows taxpayers to offset their U.S. federal income tax liability by a certain percentage of their cost basis in solar energy systems placed in service for commercial use. The Inflation Reduction Act of 2022, passed by the U.S. Congress and signed into law by President Biden on August 16, 2022, expanded and extended the tax credits and other tax benefits available to solar energy projects and the solar energy supply chain. ITCs have been extended for such projects through at least 2032 and, depending on the location of a particular project and its ability to satisfy certain labor and domestic content requirements, the ITC percentage can range between 30 % and 50 %. Manufacturers of specific solar components are also now eligible to claim production tax credits as an alternative to the ITC. Implementing regulations for this law are still in process. Our costs are affected by certain component costs including steel, motors and micro-chips, as well as transportation costs. Current market conditions and international conflicts that constrain supply of materials and disrupt the flow of materials from international vendors impact the cost of our products and services, along with overall rates of inflation in the global economy, which have been higher than recent historical rates. We have also seen increases in domestic fuel prices and transportation costs in the past couple of years. These cost increases impact our operating margins. We have taken steps to expand and diversify our manufacturing partnerships and have in the past employed alternative modes of transportation to mitigate the impact of the current headwinds in the global supply chain and logistics markets. Although overall transportation costs are higher than pre-pandemic rates, there has been a decline in recent months in costs for both charter vessels and in the premium container market, as well as an easing of congestion in U.S. ports. COVID-19 shutdowns in China during 2022 created a backlog of exports and increased demand for container shipments from China but, such shutdowns are now being eased by the government there. We continue to monitor the logistics markets and have adjusted our use of various modes of transportation when warranted to optimize our transportation costs. Additionally, in February 2022, we contracted with a related-party consulting firm to support us in making ongoing improvements to our processes and performance in various areas, including design, sourcing, logistics, pricing, software and our distributed generation business. For further information regarding this consulting firm, see "Note 17. Related parties" below. In accordance with ASC 205-40, Going Concern, we have evaluated whether there are conditions and events, considered in the aggregate, which raise substantial doubt about our ability to continue as a going concern within one year after the date these consolidated financial statements are issued. While AD/CVD and UFLPA have created uncertainty in the market in recent periods, we believe the Executive Order providing for a 24-month holiday on duties for importation of solar modules and cells from certain countries and the passage of the Inflation Reduction Act of 2022, as described above, have reduced the level of uncertainty among solar project owners and developers with regard to new project development, however we note that implementing regulations for the Inflation Reduction Act are still in process, which creates uncertainty about the extent of its impact on our Company and the solar energy industry. We also took significant steps in 2022, and are continuing to take further steps in 2023, to address the recent market challenges and our historical use of cash through the following actions: • certain members of our senior management team elected to forego certain cash compensation during the second half of 2022 in exchange for equity compensation; • the members of our board of directors have agreed to take equity compensation in lieu of cash compensation during 2023; • we began making certain incentive compensation payments to all employees in stock rather than cash beginning at the end of the second quarter of 2022; • as described further in "Note 4. Reduction in force" below, we reduced our workforce by approximately 8 % near the end of 2022; • we have frozen non-essential hiring, placed restrictions on certain travel, decreased the future use of consultants and are deferring non-critical initiatives; • we have initiated frequent, consistent communication with our customers, which allowed us to resolve issues preventing timely collection of certain past due outstanding receivables; • we have emphasized cash collections from customers, and continue to negotiate improved payment terms with both our customers and vendors; • we launched Pioneer, a one module-in-portrait (1P) solar tracker solution, and a new solution for thin-film modules not subject to UFLPA; • we filed a prospectus supplement in September 2022, as described further in "Note 15. Stockholders' equity " below which has provided us with the ability to sell from time to time, and in one or more transactions, newly issued shares of our common stock with an aggregate offering price of up to $ 100 million in future "at the market" offerings ("ATM Program") however, our conclusions around liquidity are not dependent on us transacting off the ATM; • we reached a settlement agreement with FCX Solar, LLC in December 2022, regarding a lawsuit filed against us relating to claims of patent infringement in order to eliminate future time and expense involved in defending ourselves in this action. As described further in "Note 14. Commitments and contingencies" below, a portion of the settlement payment was made in stock; and • we continue to actively explore options to obtain additional sources of capital through either the issuance of new debt or equity. Management believes that our existing cash on hand, as well the continuing impact of certain of the actions described above, along with our expectations of improved market conditions and positive results from our efforts to increase gross margins, will allow us to grow profitably and generate positive cash flow from operations during the second half of 2023 in amounts that will be sufficient for us to fund our operations for at least one year from the date of issuance of these consolidated financial statements. Accordingly, the accompanying financial statements assume we will continue as a going concern through the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. We have achieved success in executing certain of the initiatives above and we continue to work to further reduce our use of cash to fund our operations. We expect the two-year holiday on duties announced by President Biden in June 2022 will reduce the level of uncertainty in the market due to the ongoing AD/CVD investigation by the U.S. Department of Commerce, as described above, and we believe passage of the Inflation Reduction Act of 2022 will also benefit demand for our products in the United States. At the same time, however, new rules for module importers and reviews by CBP pursuant to achieving full compliance with UFLPA are expected to continue creating uncertainty in the market. However, once there is additional clarity around compliance with UFLPA and customers get line-of-sight to module deliveries, we believe the market will see a recovery. While there are already many underlying drivers of growth in the solar industry, the expected positive impact on demand for our products could take longer than expected to occur. In addition, market conditions could deteriorate significantly from what we currently expect, and regulatory and international trade policies could become more stringent as a result of (i) findings from the U.S. Department of Commerce's AD/CVD investigation, (ii) the level of enforcement of regulations issued under UFLPA, and (iii) other factors, which may result in a need for us to issue additional debt or obtain new equity financing to fund our operations beyond the next twelve months. We may be unable to obtain any desired additional financing on terms favorable to us, or at all, depending on market and other conditions. The ability to raise additional financing depends on numerous factors that are outside of our control, including macroeconomic factors such as the impact of the COVID-19 pandemic, inflation, the ongoing conflict in the Ukraine, market conditions, the health of financial institutions, investors' and lenders' assessments of our prospects and the prospects of the solar industry in general. |
Use of estimates | Use of estimates Preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported revenue and expenses during the period. Estimates are used for calculating the measure of progress of our solar tracker projects and deriving the standalone selling prices of the individual performance obligations when determining amounts to recognize for revenue, estimating allowances for doubtful accounts and slow-moving and obsolete inventory, determining useful lives of long-lived assets and the estimated fair value of those assets for impairment assessments, and estimating the fair value of investments, stock compensation awards, warranty liabilities and federal and state taxes, including tax valuation allowances, as well as other contingencies. We base our estimates on historical experience and anticipated results, trends, and various other assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from those estimates due to risks and uncertainties. |
Cash and cash equivalents | Cash and cash equivalents We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. |
Restricted cash | Restricted cash Cash balances that are legally, contractually or otherwise restricted as to withdrawal or usage are considered restricted cash. We had no restricted cash balances at either December 31, 2022 or December 31, 2021 . |
Accounts receivable, net | Accounts receivable, net Trade receivables are recorded at invoiced amounts, net of allowances for doubtful accounts if applicable, and do not bear interest. We generally do not require collateral from our customers; however, in certain circumstances, we may require letters of credit, other collateral, additional guarantees or advance payments. The allowance for doubtful accounts is based on our assessment of the collectability of our customer accounts. We regularly review our accounts receivable that remain outstanding past their applicable payment terms and establish allowances or make potential write-offs by considering certain factors such as historical experience, industry data, credit quality, age of balances and current economic conditions that may affect a customer's ability to pay. Receivables arising from revenue recognized in excess of billings represents our unconditional right to consideration before customers are invoiced due to the level of progress obtained as of period end on our contracts to install solar tracker systems and related equipment. Further information may be found below in our revenue recognition policy. |
Inventories, net | Inventories, net Inventories are stated at the lower of cost or net realizable value, with costs computed on a first-in, first-out basis. The Company periodically reviews its inventories for excess and obsolete items and adjusts carrying costs to estimated net realizable values when they are determined to be less than cost. |
Leases | Leases In accordance with ASC 842, we make a determination whether a contract is a lease or contains a lease at the inception of the contract and will reassess that conclusion if the contract is modified. All leases are assessed for classification as an operating lease or a finance lease. Operating lease right-of-use (“ROU”) assets are reflected on the Company's Consolidated Balance Sheets. Operating lease liabilities are separated into a current portion, which is included in other current liabilities, and a noncurrent portion which is reflected separately on the Company's Consolidated Balance Sheets. The Company does not have any finance lease ROU assets or liabilities. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. The Company does not obtain and control its right to use the identified asset until the lease commencement date. Our lease liabilities are recognized at the applicable lease commencement date based on the present value of the lease payments required to be paid over the lease term. Because the rate implicit in the lease is not readily determinable, we generally use our incremental borrowing rate to discount the lease payments to present value. The estimated incremental borrowing rate is derived from information available at the lease commencement date. We factor in publicly available data for instruments with similar characteristics when calculating our incremental borrowing rates. The Company's ROU assets are also recognized at the applicable lease commencement date. The ROU asset equals the carrying amount of the related lease liability, adjusted for any lease payments made prior to lease commencement and lease incentives provided by the lessor. Variable lease payments are expensed as incurred and do not factor into the measurement of the applicable ROU asset or lease liability. The term of our leases equals the non-cancellable period of the lease, including any rent-free periods provided by the lessor, and also include options to renew or extend the lease (including by not terminating the lease) that we are reasonably certain to exercise. We establish the term of each lease at lease commencement and reassess that term in subsequent periods when one of the triggering events outlined in ASC 842 occurs. Our operating lease cost for the lease payments is recognized on a straight-line basis over the lease term. Our lease contracts often include lease and non-lease components. For facility leases, we elected the practical expedient offered by the standard to not separate lease from non-lease components and, therefore, account for them as a single lease component. For our other contracts that include leases, the Company accounts for the lease and non-lease components separately. We have elected, for all classes of underlying assets, not to recognize ROU assets and lease liabilities for leases with a term of twelve months or less. Lease cost for short-term leases is recognized on a straight-line basis over the lease term. |
Property and equipment, net | Property and equipment, net Cost Property and equipment are stated at cost, net of accumulated depreciation. When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is recorded in the Consolidated Statements of Operations and Comprehensive Loss. Maintenance and repair costs that do not extend the useful life or improve an asset, are expensed as incurred. Third-party and internal personnel costs during the application development stage of software developed or obtained for internal use are capitalized. Costs incurred during the preliminary planning stage and post-implementation of new software systems projects, including data conversion and training costs, are expensed as incurred. Depreciation We depreciate our property and equipment using the straight-line method over their estimated useful lives, which generally are as follows: Category Depreciation period (in years) Leasehold improvements 3 Field equipment 5 Information technology equipment 3 Tooling 3 Capitalized software 3 Impairment We review our long-lived assets that are held for use for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable or that its useful life may be shorter than previously expected. If such impairment indicators are present or other factors exist that indicate the carrying amount of the asset may not be recoverable, the Company determines whether an impairment has occurred through the use of an undiscounted cash flow analysis of the asset at the lowest level for which identifiable cash flows exist. If an impairment has occurred, the Company recognizes a loss for the difference between the carrying amount and the fair value of the asset, which in most cases is estimated based upon Level 3 unobservable inputs. If the asset is determined to have a remaining useful life shorter than previously expected, an adjustment for the shorter remaining life will be made for purposes of recognizing future depreciation expense. Assets are classified as held for sale when the Company has a plan, approved by the appropriate levels of management, for disposal of such assets, as well as other considerations, and those assets are stated at the lower of carrying value or estimated fair value less estimated costs to sell. |
Intangible assets, net | Intangible assets, net Intangible assets consist of developed technology in the form of software tools, licenses, and intellectual property, which are amortized over the period of their estimated useful lives, generally 2.5 - 3.0 years, using the straight-line method. We evaluate intangible assets for impairment using the method described above under "Impairment". |
Goodwill | Goodwill We recognize goodwill as the excess of the purchase price over the estimated fair value of the identified assets and liabilities acquired in a business combination accounted for using the acquisition method. Goodwill is not amortized but is subject to a periodic assessment for impairment at least annually, or whenever events and circumstances indicate an impairment may exist. Our assessments may include qualitative factors such as current or expected industry and market conditions, our overall financial performance, share price trends, market capitalization and other company-specific events. We operate in one segment, being the consolidated entity, which we have also determined is the reporting unit for goodwill impairment. At December 31, 2022 , in accordance with the provisions of ASU 2017-04, Intangibles - Goodwill and Other (Topic 350), we determined that we had no impairment of our goodwill at that date. |
Equity method investments | Equity method investments We use the equity method of accounting for investment in which we have the ability to exercise significant influence, but not control, over operating and financial policies of the investee. Our proportionate share of the net income or loss of these investees is included in our Consolidated Statements of Operations and Comprehensive Loss. Judgment regarding the level of influence over each equity method investment includes considering key factors such as our ownership interest, legal form of the investee, representation on the board of directors, participation in policy-making decisions and material intra-entity transactions. We evaluate equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable. Factors considered by the Company when reviewing an equity method investment for impairment include the length of time and the extent to which the fair value of the equity method investment has been less than its cost, the investee’s financial condition and near-term prospects and the intent and ability to hold the investment for a period of time sufficient to allow for anticipated recovery. An impairment that is other-than temporary is recognized in the period identified. We account for distributions received from equity method investees under the “nature of the distribution” approach. Under this approach, distributions received from equity method investees are classified on the basis of the nature of the activity or activities of the investee that generated the distribution as either a return on investment (classified as cash inflows from operating activities) or a return of investment (classified as cash inflows from investing activities). We made an accounting policy election that, upon the sale of our equity method investments, we will recognize contractual contingent gains arising from earnout provisions and project escrow releases when such amounts are realizable in periods subsequent to the disposal date. |
Deferred costs | Deferred costs Debt issue costs Legal, consulting, banking, accounting and other fees that are incremental and directly related to establishment of our revolving line of credit agreement have been capitalized and included as a component of other assets. These costs are being amortized to interest expense over the term of the revolving line of credit agreement on a straight-line basis. Debt discount and issue costs paid to lenders and third parties relating to outstanding debt, if any, are deferred and included as a reduction in the carrying amount of the debt. These deferred costs will be amortized as additional interest expense over the life of the debt using the interest method or on a straight-line basis, if not materially different. Offering costs Legal, consulting, banking, accounting and other fees that are incremental and directly related to anticipated equity offerings are capitalized as incurred and offset against proceeds received upon consummation of the offering as a component of additional paid-in capital. In the event an anticipated offering is terminated, such costs will be expensed. |
Warranty | Warranty Typically, the sale of solar tracker projects includes parts warranties to customers as part of the overall price of the product. We provide standard assurance type warranties for our products for periods generally ranging from two to ten years . We record a provision for estimated warranty expenses in cost of sales, net of amounts recoverable from manufacturers under their warranty obligations to us. We do not maintain general or unspecified reserves; all warranty reserves are related to specific projects. All actual or estimated material costs incurred for warranty services in subsequent periods are charged to those established reserves. While we periodically monitor our warranty activities and claims, if actual costs incurred were to be different from our estimates, we would recognize adjustments to our warranty reserves in the period in which those differences arise or are identified. |
Stock-based compensation | Stock-based compensation We recognize compensation expense for all share-based payment awards made, including stock options and RSUs, based on the estimated fair value of the award on the grant date. We calculate the fair value of stock options using the Black-Scholes option pricing model for awards with service-based vesting or through use of a lattice model or a Monte Carlo simulation for awards with market conditions. The fair value of RSUs is based on the estimated fair value of the Company's common stock on the date of grant. Since completion of our IPO, we consider the closing price of our stock, as reported on the Nasdaq Global Market, to be the fair value of our stock on the grant date. The Black-Scholes model relies on various assumptions, in addition to the exercise price of the option and the value of our common stock on the date of grant. These assumptions include: Expected Term: The expected term represents the period that the Company’s stock-based awards are expected to be outstanding and is calculated as the average of the option vesting and contractual terms, based on the simplified method. The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the options. The contractual life of an option may be up to 10 years. Expected Volatility: Since the Company did not have a trading history of its common stock prior to our IPO and since such trading history subsequent to our IPO is limited, the expected volatility is derived from the average historical stock volatilities of several public companies within the Company’s industry that it considers to be comparable to its business over a period equivalent to the expected term of the stock option grants. Risk-Free-Interest-Rate: The Company bases the risk-free interest rate on the implied yield available on U.S. Treasury zero-coupon issues with a remaining term equivalent to the expected term. Expected Dividend: The Company has not issued any dividends in its history and does not expect to issue dividends over the life of the options and, therefore, has estimated the dividend yield to be zero. Forfeitures are accounted for as they occur. For service-based awards, stock-based compensation is recognized using the straight-line attribution approach over the requisite service period. For performance-based awards, stock-based compensation is recognized based on graded vesting over the requisite service period when the performance condition is probable of being achieved. Stock compensation expense for market-based awards is recognized over the derived service period determined in the valuation model, inclusive of any vesting conditions. |
Income taxes | Income taxes Pursuant to ASC 740, Accounting for Income Taxes, we use the asset and liability method for accounting for income taxes. Under this method, we recognize deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the respective carrying amounts and tax basis of our assets and liabilities. Deferred tax balances are adjusted to reflect tax rates based on currently enacted tax laws, which will be in effect in the years in which the temporary differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period of the enactment date. We establish valuation allowances when necessary to reduce deferred tax assets to the amounts expected to be realized. On a quarterly basis, we evaluate the need for, and the adequacy of, valuation allowances based on the expected realization of our deferred tax assets. The factors used to assess the likelihood of realization include our latest forecast of future taxable income, available tax planning strategies that could be implemented, reversal of taxable temporary differences and carryback potential to realize the net deferred tax assets. We account for uncertain tax positions in accordance with authoritative guidance which prescribes a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. Our evaluations of tax positions consider various factors including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, information obtained during in-process audit activities and changes in facts or circumstances related to a tax position. We accrue interest and penalties related to unrecognized tax benefits as a component of income tax expense. |
Functional currency | Functional currency The reporting currency of the Company is the U.S. dollar. We determine the functional currency of each subsidiary in accordance with ASC 830, Foreign Currency Matters, based on the currency of the primary economic environment in which each subsidiary operates. We translate the assets and liabilities of our non-U.S. dollar functional currency subsidiaries into U.S. dollars using exchange rates in effect at the end of each period. Revenues and expenses for these subsidiaries are translated using rates that approximate those in effect during the period. Gains and losses from these translations are recognized as a cumulative translation adjustment in "Accumulated other comprehensive loss" in stockholders’ equity (deficit) in the Consolidated Balance Sheets. The Company remeasures monetary assets and liabilities that are not denominated in the functional currency at exchange rates in effect at the end of each period. |
Revenue recognition | Revenue recognition Product revenue includes revenue from the sale of solar tracker systems and customized components of those systems, individual part sales for certain specific transactions, and sale of term-based software licenses. Term-based software licenses are deployed on the customers’ own servers and have significant standalone functionality. Service revenue includes revenue from shipping and handling services, subscription fees from licensing subscription services, and maintenance and support services in connection with the term-based software licenses. Our subscription-based enterprise licensing model typically has contract terms ranging from one to two years and consists of subscription fees from the licensing of subscription services. Our hosted on-demand service arrangements do not provide customers with the right to take possession of the software supporting the hosted services. Support services include ongoing security updates, upgrades, bug fixes, and maintenance. We recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which we expect to be entitled to in exchange for those goods or services by following a five-step process: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when or as the Company satisfies a performance obligation, as further described below. Identify the contract with a customer: A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the products and services to be transferred and identifies the payment terms related to these products and services, (ii) the contract has commercial substance, and (iii) the Company determines that collection of substantially all consideration for products and services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. In assessing the recognition of revenue, we also evaluate whether two or more contracts should be combined and accounted for as one contract and if the combined or single contract should be accounted for as multiple performance obligations which could change the amount of revenue and profit (loss) recorded in a period. Change orders may include changes in specifications or design, manner of performance, equipment, materials, scope of work, and/or the period of completion of the project. We analyze change orders to determine if they should be accounted for as a modification to an existing contract or a new stand-alone contract. Contracts we enter into with our customers for sale of solar tracker systems are generally under two different types of arrangements: (1) purchase agreements and equipment supply contracts (“Purchase Agreements”), and (2) sale of individual parts for those systems. Change orders from our customers are generally modifications to existing contracts and are included in the total estimated contract revenue when it is probable that the change order will result in additional value that can be reliably estimated and realized. Identify the performance obligations in the contract: We enter into contracts that can include various combinations of products and services, which are either capable of being distinct and accounted for as separate performance obligations or as one performance obligation since the majority of tasks and services are part of a single project or capability. However, determining whether products or services are considered distinct performance obligations that should be accounted for separately versus together may sometimes require significant judgment. Our Purchase Agreements typically include two performance obligations: 1) our solar tracker systems or customized components of those systems, and 2) shipping and handling services. The deliverables included as part of our solar tracker systems are predominantly accounted for as one performance obligation, as these deliverables are part of a combined promise to deliver a project. The revenue for shipping and handling services will be recognized over time based on progress in meeting shipping terms of the arrangements, as this faithfully depicts the Company’s performance in transferring control. Sales of individual parts of our solar tracker systems for certain specific transactions include multiple performance obligations consisting of individual parts of those systems. Revenue is recognized for parts sales at a point in time when the obligations under the terms of the contract with our customer are satisfied. Generally, this occurs with the transfer of control of the asset, which is in line with shipping terms. Determine the transaction price: The transaction price is determined based on the consideration to which we will be entitled in exchange for transferring services to the customer. Such amounts are typically stated in the customer contract, and to the extent that we identify variable consideration, we will estimate the variable consideration at the onset of the arrangement as long as it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The majority of our contracts do not contain variable consideration provisions as a continuation of the original contract. None of our contracts contain a significant financing component. Taxes collected from customers and remitted to governmental authorities are not included in revenue. Allocate the transaction price to performance obligations in the contract: Once we have determined the transaction price, we allocate the total transaction price to each performance obligation in a manner depicting the amount of consideration to which we expect to be entitled in exchange for transferring the good(s) or service(s) to the customer. We allocate the transaction price to each performance obligation identified in the contract on a relative standalone selling price basis. We use the expected cost-plus margin approach based on hardware, labor, and related overhead cost to estimate the standalone selling price of our solar tracker systems, customized components of those systems, and individual parts for certain specific transactions. We use the adjusted market assessment approach for all other performance obligations except shipping, handling, and logistics. For shipping, handling, and logistics performance obligations, we use a residual approach to calculate the standalone selling price, because of the nature of the highly variable and broad range of prices we charge to various customers for this performance obligation in the contracts. Recognize revenue when or as the Company satisfies a performance obligation : For each performance obligation identified, we determine at contract inception whether we satisfy the performance obligation over time or at a point in time. The performance obligations in the contracts for our solar tracker systems and customized components of those systems are satisfied over-time as work progresses, utilizing an input measure of progress determined by cost-to-cost measures on these projects as this faithfully depicts our performance in transferring control. Additionally, our performance does not create an asset with an alternative use, due to the highly customized nature of the product, and we have an enforceable right to payment for performance completed to date. Our performance obligations for individual part sales for certain specific transactions are recognized point-in-time as and when control transfers based on the Incoterms for the contract. Our performance obligations for term-based software licenses are recognized point-in-time as and when control transfers, either upon delivery to the customer or the software license start date, whichever is later. Our performance obligations for shipping and handling services are satisfied over-time as the services are delivered over the term of the contract. We recognize revenue for subscription and other services on a straight-line basis over the contract period. With regard to support revenue, a time-elapsed method is used to measure progress because we transfer control evenly over the contractual period. Accordingly, the fixed consideration related to support revenue is generally recognized on a straight-line basis over the contract term. Contract assets and liabilities: The timing of revenue recognition, billing, and cash collection results in the recognition of accounts receivable, unbilled receivables for revenue recognized in excess of billings, and deferred revenue in the Consolidated Balance Sheets. We may receive advances or deposits from our customers before revenue is recognized, resulting in contract liabilities, which are reflected as “deferred revenue” in our Consolidated Balance Sheets. Cost of revenue consists primarily of costs related to raw materials, freight and delivery, product warranty, and personnel costs (salaries, bonuses, benefits, and stock-based compensation). Personnel costs in cost of revenue include both direct labor costs as well as costs attributable to any individuals whose activities relate to the procurement, installment, and delivery of the finished product and services. Personnel costs during 2021 are reported net of federal employee retention credits received. Deferred cost of revenue results from the timing differences between the costs incurred in advance of the satisfaction of all revenue recognition criteria consistent with our revenue recognition policy. |
Research and development | Research and development Research and development costs are expensed as incurred and consist primarily of personnel costs, including salaries, bonuses, benefits, and stock-based compensation, along with other costs related to development of new products and services, as well as enhancing system performance, improving product reliability, reducing product cost, and simplifying installation. Research and development costs also include depreciation and allocated overhead. |
Advertising costs | Advertising costs Advertising costs are expensed as incurred and are included in selling and marketing expenses in the accompanying consolidated statements of operations and comprehensive loss. |
Concentration of credit risk | Concentrations of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and accounts receivable. We regularly maintain cash balances with various financial institutions that exceed federally insured amounts, but we have experienced no losses associated with these amounts to date. The Company extends credit to customers in the normal course of business, often without requiring collateral. The Company performs credit analyses and monitors the financial health of its customers to reduce credit risk. The Company’s accounts receivables are derived from revenue earned from customers primarily located in the United States, Australia and in the Asia Pacific region. No countries other than the United States and Australia account for 10 % or more of our revenue. Most of our customers are p roject developers, solar asset owners and engineering, procurement and construction (“EPC”) contractors that design and build solar energy projects. Often times, as discussed further in "Note 5. Accounts receivable, net " below, a small number of customers account for a significant portion of our year end outstanding receivables and our total revenue for the year. |
Fair value of financial instruments | Fair value of financial instruments Our financial instruments consist of cash, cash equivalents, accounts receivable, accounts payable, and debt obligations, if any. Cash, cash equivalents, accounts receivable and accounts payable are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date. The carrying values of debt obligations bearing variable rates of interest, if any, are also considered to approximate fair value due to applicable interest rates resetting to market rates periodically. The fair value of our fixed-rate debt obligations, if any, will be impacted by changes in market rates for similar debt subsequent to our initial borrowings. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. A hierarchy for inputs used in measuring fair value has been defined to minimize the use of unobservable inputs by requiring the use of observable market data when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on active market data. Unobservable inputs we select reflect our assumptions about what market participants would use in pricing the asset or liability based on the best information currently available. The fair value hierarchy prioritizes the inputs into three broad levels: • Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities. • Level 2: Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability. • Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. We account for long-term debt, if any, on an amortized cost basis. |
Recent accounting pronouncements adopted and not yet adopted | Recent accounting pronouncements adopted and not yet adopted Adopted We adopted ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contract in an Entity's Own Equity, effective January 1, 2022. This standard had no impact on our financial position or results operations at the time of adoption. Not yet adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13, as amended, changes the impairment model for most financial assets and requires the use of an expected loss model in place of the currently used incurred loss method. Under this model, entities will be required to estimate the lifetime expected credit loss on such instruments and record an allowance to offset the amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. We will adopt ASU 2016-13 effective January 1, 2023, and expect no material impact on our consolidated financial statements upon adoption. |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of allocation of the purchase price | The final allocation of the purchase price from these acquisitions was as follows: (in thousands) HX Tracker Pile testing and equipment installation business Total Cash $ 18 $ — $ 18 Prepaids and other current assets 17 — 17 Property and equipment, net — 502 502 Intangible assets, net 1,425 — 1,425 Goodwill 7,447 271 7,718 Deferred tax asset 221 — 221 Accrued expenses ( 55 ) — ( 55 ) Deferred tax liability ( 356 ) — ( 356 ) Total purchase price $ 8,717 $ 773 $ 9,490 |
Schedule of goodwill activity | Activity in our goodwill balance was as follows: (in thousands) Year ended December 31, 2022 Balance at December 31, 2021 $ — Acquisition of HX Tracker 7,447 Acquisition of pile testing and equipment installation business 271 Translation ( 180 ) Balance at December 31, 2022 $ 7,538 |
Reduction in force (Tables)
Reduction in force (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Workforce Activity [Abstract] | |
Schedule of severance and termination-related costs | In connection with this event, we recognized severance and termination-related costs as follows: (in thousands) Year ended December 31, 2022 Cost of revenue $ 145 Research and development 116 Selling and marketing 62 General and administrative 118 Total $ 441 |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Depreciation of property and equipment using the method over their estimated useful lives | We depreciate our property and equipment using the straight-line method over their estimated useful lives, which generally are as follows: Category Depreciation period (in years) Leasehold improvements 3 Field equipment 5 Information technology equipment 3 Tooling 3 Capitalized software 3 Impairment |
Accounts receivable, net (Table
Accounts receivable, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounts Receivable, after Allowance for Credit Loss [Abstract] | |
Schedule of Accounts Receivable, Net | Accounts receivable consisted of the following: (in thousands) December 31, 2022 December 31, 2021 Trade receivables $ 35,367 $ 38,597 Revenue recognized in excess of billings 14,844 72,676 Other receivables 25 147 Total 50,236 111,420 Allowance for doubtful accounts ( 1,184 ) ( 3,872 ) Accounts receivable, net $ 49,052 $ 107,548 |
Summary of changes in the Allowance for Doubtful Trade Receivables | Activity in the allowance for doubtful accounts for each period was as follows: Year ended December 31, (in thousands) 2022 2021 2020 Balance at beginning of period $ 3,872 $ 1,228 $ 441 Additions charged to earnings 5,578 4,045 787 Write-offs of uncollectible accounts ( 8,266 ) ( 1,401 ) — Balance at end of period $ 1,184 $ 3,872 $ 1,228 |
Inventories, net (Tables)
Inventories, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consisted of the following: (in thousands) December 31, 2022 December 31, 2021 Finished goods $ 16,269 $ 8,950 Allowance for slow-moving and obsolete inventory ( 1,320 ) ( 90 ) Total $ 14,949 $ 8,860 |
Schedule of Activity in Slow-moving and Obsolete Inventory | Activity in the allowance for slow-moving and obsolete inventory for each period was as follows: Year ended December 31, (in thousands) 2022 2021 2020 Balance at beginning of period $ 90 $ — $ — Additions charged to earnings 1,813 90 — Write-offs of obsolete inventory ( 583 ) — — Balance at end of period $ 1,320 $ 90 $ — |
Prepaid and other current ass_2
Prepaid and other current assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Schedule of Prepaid and Other Current Assets | Prepaid and other current assets consisted of the following: (in thousands) December 31, 2022 December 31, 2021 Vendor deposits $ 5,085 $ 13,098 Prepaid expenses 3,544 2,301 Prepaid taxes 163 269 Surety collateral 107 460 Other current assets 1,405 1,058 Total $ 10,304 $ 17,186 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Summary of Lease Expense | Our lease expense consisted of the following: Year ended December 31, (in thousands) 2022 2021 2020 Operating lease cost $ 705 $ 458 $ 288 Short-term lease cost 456 100 31 Total lease cost $ 1,161 $ 558 $ 319 Reported in: Cost of revenue $ 677 $ 239 $ 38 Research and development 46 39 — Selling and marketing 45 1 3 General and administrative 393 279 278 Total lease cost $ 1,161 $ 558 $ 319 |
Summary of Future Remaining Lease Payments Obligations | Future remaining operating lease payment obligations were as follows: (in thousands) December 31, 2023 $ 471 2024 434 2025 367 2026 27 Thereafter — Total lease payments 1,299 Less: imputed interest ( 96 ) Present value of operating lease liabilities $ 1,203 Current portion of operating lease liability $ 417 Operating lease liability, net of current portion 786 Present value of operating lease liabilities $ 1,203 |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: (in thousands) December 31, 2022 December 31, 2021 Leasehold improvements $ 22 $ 22 Field equipment 1,078 833 Information technology equipment 355 182 Tooling 824 543 Capitalized software 250 250 Total 2,529 1,830 Accumulated depreciation ( 827 ) ( 248 ) Property and equipment, net $ 1,702 $ 1,582 |
Schedule of Depreciation Expense | We recognized depreciation expense associated with our property and equipment each period as follows: Year ended December 31, (in thousands) 2022 2021 2020 Tangible asset depreciation $ 547 $ 170 $ 14 Capitalized software depreciation 84 62 — Total depreciation expense $ 631 $ 232 $ 14 |
Intangible assets, net (Tables)
Intangible assets, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible assets | Intangible assets consisted of the following: (in thousands) Estimated Useful Lives (Years) December 31, 2022 December 31, 2021 Developed technology 2.5 - 3.0 $ 2,591 $ 1,200 Total 2,591 1,200 Accumulated amortization ( 1,478 ) ( 1,200 ) Intangible assets, net $ 1,113 $ — |
Accrued expenses and other cu_2
Accrued expenses and other current liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Expenses and Other Current Liabilities Abstract | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: (in thousands) December 31, 2022 December 31, 2021 Accrued cost of revenue $ 13,198 $ 43,185 Accrued compensation 4,688 981 Other accrued expenses 6,010 3,694 Total accrued expenses $ 23,896 $ 47,860 Warranty reserves $ 8,004 $ 4,032 Current portion of operating lease liability 417 452 Non-federal tax obligations 463 172 Total other current liabilities $ 8,884 $ 4,656 |
Schedule of warranty accruals | Activity by period in the Company's warranty accruals was as follows: Year ended December 31, (in thousands) 2022 2021 2020 Balance at beginning of period $ 9,346 $ 6,811 $ 2,057 Warranties issued during the period 8,228 8,588 7,866 Settlements made during the period ( 4,041 ) ( 5,270 ) ( 3,111 ) Changes in liability for pre-existing warranties ( 1,107 ) ( 783 ) ( 1 ) Balance at end of period $ 12,426 $ 9,346 $ 6,811 Warranty accruals are reported in: Other current liabilities $ 8,004 $ 4,032 $ 3,985 Other non-current liabilities 4,422 5,314 2,826 Balance at end of period $ 12,426 $ 9,346 $ 6,811 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income before income taxes | The components of income before income taxes were as follows: Year ended December 31, (in thousands) 2022 2021 2020 United States $ ( 98,462 ) $ ( 106,467 ) $ ( 16,269 ) Foreign ( 716 ) 47 262 Total loss before income taxes $ ( 99,178 ) $ ( 106,420 ) $ ( 16,007 ) |
Schedule of provisions (benefits) for income taxes | The provisions (benefits) for income taxes and the reasons for the differences between the provisions (benefits) for income taxes and income tax provisions (benefits) using the U.S. federal income tax rate were as follows: Year ended December 31, (in thousands) 2022 2021 2020 Current - Federal $ — $ — $ ( 159 ) State 204 196 1 Foreign 231 ( 27 ) 78 435 169 ( 80 ) Deferred - Federal — — ( 3 ) State — — — — — ( 3 ) Provision (benefit) for income taxes $ 435 $ 169 $ ( 83 ) Federal income tax provision (benefit) at statutory rate $ ( 20,827 ) $ ( 22,348 ) $ ( 3,362 ) State taxes, net of federal ( 1,035 ) ( 1,744 ) ( 215 ) Research and experimentation tax credit ( 2,811 ) ( 342 ) ( 179 ) Change in valuation allowance 24,911 28,361 3,523 Stock compensation ( 1,781 ) ( 6,863 ) 406 Dividends received deduction — — ( 308 ) Section 162m limitation on executive compensation 1,922 2,467 — Permanent differences and other 56 638 52 Provision (benefit) for income taxes $ 435 $ 169 $ ( 83 ) |
Schedule of components of deferred tax assets and liabilities | The components of deferred tax assets and liabilities were as follows: (in thousands) December 31, December 31, Deferred tax assets: Fixed assets and intangibles $ 5 $ 17 Leases 255 378 Accrued expenses 4,887 2,741 Net operating loss carryforward 52,179 31,868 Stock options 3,528 5,508 R&D credit carryforward 3,431 616 Other 1,998 402 Subtotal 66,283 41,530 Less: valuation allowance ( 65,659 ) ( 40,760 ) Total deferred tax assets 624 770 Deferred tax liabilities: Leases ( 243 ) ( 370 ) Prepaid expenses ( 381 ) ( 400 ) Total deferred tax liability ( 624 ) ( 770 ) Net deferred tax asset (liability) $ — $ — |
Schedule of changes in our accruals for unrecognized tax benefits | We account for uncertainty in taxes in accordance with authoritative guidance. Changes in our accruals for unrecognized tax benefits were as follows: Year ended December 31, (in thousands) 2022 2021 Balance at beginning of period $ 717 $ 81 Increase for tax positions related to the current year 386 636 Increase for tax positions related to prior years 318 — Balance at end of period $ 1,421 $ 717 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Changes in Product Warranty Reserves | Activity by period in the Company's warranty accruals was as follows: Year ended December 31, (in thousands) 2022 2021 2020 Balance at beginning of period $ 9,346 $ 6,811 $ 2,057 Warranties issued during the period 8,228 8,588 7,866 Settlements made during the period ( 4,041 ) ( 5,270 ) ( 3,111 ) Changes in liability for pre-existing warranties ( 1,107 ) ( 783 ) ( 1 ) Balance at end of period $ 12,426 $ 9,346 $ 6,811 Warranty accruals are reported in: Other current liabilities $ 8,004 $ 4,032 $ 3,985 Other non-current liabilities 4,422 5,314 2,826 Balance at end of period $ 12,426 $ 9,346 $ 6,811 |
Stock compensation and other _2
Stock compensation and other employee benefit plans (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock compensation expense | Stock compensation expense for each period was as follows: Year ended December 31, (in thousands) 2022 2021 2020 Cost of revenue $ 3,292 $ 8,094 $ 322 Research and development 1,460 3,657 57 Selling and marketing 1,889 2,056 38 General and administrative 13,662 47,958 1,401 Total stock compensation expense $ 20,303 $ 61,765 $ 1,818 |
Summary of outstanding option awards activity | Information relating to our outstanding option awards was as follows: Options Shares Weighted-average exercise price Weighted-average remaining contractual term (in years) Average intrinsic value (in thousands) Outstanding as of December 31, 2021 7,538,265 $ 2.48 Granted 3,000,000 3.86 Exercised ( 3,316,079 ) 0.27 Forfeited and expired ( 412,336 ) 0.48 Outstanding as of December 31, 2022 6,809,850 $ 4.29 7.69 $ 4,099 Vested at December 31, 2022 or expected to vest in the future 4,704,127 $ 5.59 8.30 $ 580 Exercisable at December 31, 2022 2,105,723 $ 1.38 6.33 $ 3,519 At December 31, 2022: Stock-based compensation cost not yet recognized (in thousands) $ 10,551 Weighted-average remaining expense recognition period (in years) 3.09 |
Summary of option awards Activity | Assumptions used to value option awards were as follows: Year ended December 31, 2022 2021 2020 Black-Scholes-Merton pricing formula weighted-average assumptions: Expected life (in years) 5.27 7.72 6.07 Risk-free interest rate 1.82 % 1.32 % 1.60 % Volatility 80.00 % 56.47 % 51.57 % Dividend yield 0.00 % 0.00 % 0.00 % Valuations: Grant-date fair value per option (post-split) (1) $ 1.85 $ 4.79 $ 2.86 Intrinsic value of options exercised (in thousands) $ 14,646 $ 22,852 $ — Average intrinsic value per share of options exercised $ 4.42 $ 8.05 $ — (1) - Includes options with market conditions. |
Summary of outstanding restricted stock unit and restricted stock awards | Information relating to our outstanding restricted stock unit and restricted stock awards was as follows: Shares Weighted-average grant date fair value Restricted stock units: Nonvested as of December 31, 2021 5,141,469 $ 6.08 Granted 6,927,858 3.71 Vested ( 3,435,814 ) 4.93 Forfeited ( 1,560,850 ) 5.55 Nonvested as of December 31, 2022 7,072,663 $ 4.73 At December 31, 2022: Stock-based compensation cost not yet recognized (in thousands) $ 18,500 Weighted-average remaining expense recognition period (in years) 1.29 |
Earnings (loss) per share (Tabl
Earnings (loss) per share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Income (Loss) Per Share | Year ended December 31, 2022 2021 2020 Net loss (in thousands) $ ( 99,613 ) $ ( 106,589 ) $ ( 15,924 ) Weighted average shares outstanding for calculating basic and diluted loss per share 101,408,263 86,043,051 68,810,533 Basic and diluted loss per share $ ( 0.98 ) $ ( 1.24 ) $ ( 0.23 ) |
Schedule of Antidilutive Securities Excluded from Computation of Diluted Net Income Per Share | For purposes of computing diluted loss per share, weighted average common shares outstanding do not include potentially dilutive securities that are anti-dilutive, as shown below. As of December 31, 2022 2021 2020 Anti-dilutive securities excluded from calculating dilutive loss per share: Shares of common stock issuable under stock option plans outstanding 6,809,850 7,538,265 8,524,997 Shares of common stock issuable upon vesting of RSUs 7,072,663 5,141,469 14,121,666 Potential common shares excluded from diluted net loss per share calculation 13,882,513 12,679,734 22,646,663 |
Geographic and customer conce_2
Geographic and customer concentrations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Geographic and Customer Concentrations [Abstract] | |
Schedule of third party revenue by geographic area | Third-party revenues were recognized in the following locations: Year ended December 31, (in thousands) 2022 2021 2020 United States $ 97,992 $ 270,107 $ 187,168 Australia 24,847 418 184 All other 227 — — Total third-party revenue $ 123,066 $ 270,525 $ 187,352 |
Schedule of long-lived assets by geographic area | Our long-lived assets, consisting of ROU assets and property and equipment, were in the following locations: As of December 31, (in thousands) 2022 2021 United States $ 2,728 $ 3,183 Australia 3 44 All other 125 88 Total long-lived assets $ 2,856 $ 3,315 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of third party revenue by geographic area | Third-party revenues were recognized in the following locations: Year ended December 31, (in thousands) 2022 2021 2020 United States $ 97,992 $ 270,107 $ 187,168 Australia 24,847 418 184 All other 227 — — Total third-party revenue $ 123,066 $ 270,525 $ 187,352 |
Description of business - Addit
Description of business - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Apr. 30, 2021 | Apr. 28, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Description Of Business [Line Items] | |||||
Stock issuance costs | $ 0 | $ 5,948 | $ 1,140 | ||
Stock split | 8.25-for-1 | ||||
IPO [Member] | |||||
Description Of Business [Line Items] | |||||
Issuance of common stock (in shares) | 19,840,000 | 4,455,384 | |||
Proceeds from IPO | $ 241,200 | ||||
Purchase cost of shares | $ 54,200 | ||||
Stock split | 8.25-for-1 |
Revision of previously issued f
Revision of previously issued financial statements - Schedule of Consolidated Statement of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | 36 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2022 | |
Impact on cash from changes in operating assets and liabilities | ||||
Accounts payable | $ (22,940) | $ 21,659 | $ 10,076 | |
Net cash provided by (used in) operating activities | (54,510) | (132,854) | 629 | $ (186,700) |
Cash flows from financing activities | ||||
Offering costs paid | 0 | (5,948) | (1,140) | |
Net cash provided by financing activities | 903 | 180,369 | 22,644 | |
Supplemental disclosures of cash flow information: | ||||
Offering costs included in period end accruals | $ 0 | $ 0 | $ (449) |
Summary of significant accoun_4
Summary of significant accounting policies - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | 36 Months Ended | |||||
Mar. 25, 2022 | Apr. 28, 2021 $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Mar. 31, 2020 shares | |
Stock split | 8.25-for-1 | |||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Increase in common stock issued and outstanding | shares | 8.25 | |||||||
Net cash used in operating activities | $ (54,510) | $ (132,854) | $ 629 | $ (186,700) | ||||
Cash and cash equivalents | 44,400 | 44,400 | ||||||
Letters of credit outstanding, amount | $ 1,800 | 1,800 | ||||||
Line of credit facility, covenant terms | the Credit Facility Agreement (the "Amendment") which, among other things, amended certain terms of the Credit Facility Agreement, including without limitation, to (i) reduce the minimum liquidity level in the minimum liquidity financial covenant from $125.0 million to $50.0 million until March 31, 2023, and (ii) set forth additional financial condition covenants and reporting requirements that apply if the Company does not maintain specified minimum liquidity from the effectiveness of the Amendment until the earlier of (x) March 31, 2023, and (y) the occurrence of certain specified conditions | |||||||
Working capital | $ 58,400 | $ 58,400 | ||||||
Reduction in workforce | 8% | 8% | ||||||
Issuance of common stock, value | 241,155 | $ 30,000 | ||||||
Restricted cash | $ 0 | $ 0 | $ 0 | |||||
Impairment of goodwill | $ 0 | |||||||
Warranty description | We provide standard assurance type warranties for our products for periods generally ranging from two to ten years. | |||||||
Concentrations of credit risk, percentage | 10% | 10% | ||||||
Common stock, shares issued | shares | 105,032,588 | 92,619,641 | 105,032,588 | 9,162,976 | ||||
Common stock, shares outstanding | shares | 105,032,588 | 92,619,641 | 105,032,588 | |||||
Forward stock split | 8.25 | |||||||
Exercise price of the option, term | 10 years | |||||||
ATM Program [Member] | ||||||||
Issuance of common stock, value | $ 100,000 | |||||||
Minimum [Member] | ||||||||
Intangible assets, estimated useful life | 2 years 6 months | |||||||
Product warranty life | 2 years | |||||||
Subscription revenue contract terms | 1 year | |||||||
Investment tax credit, percentage | 30% | |||||||
Maximum [Member] | ||||||||
Intangible assets, estimated useful life | 3 years | |||||||
Product warranty life | 10 years | |||||||
Subscription revenue contract terms | 2 years | |||||||
Investment tax credit, percentage | 50% |
Summary of significant accoun_5
Summary of significant accounting policies - Summary of property and equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property Plant And Equipment Useful Life | 3 years |
Field Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property Plant And Equipment Useful Life | 5 years |
Information Technology Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property Plant And Equipment Useful Life | 3 years |
Tooling [Member] | |
Property, Plant and Equipment [Line Items] | |
Property Plant And Equipment Useful Life | 3 years |
Capitalized Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Property Plant And Equipment Useful Life | 3 years |
Acquisition (Additional Informa
Acquisition (Additional Information) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 14, 2022 | Dec. 31, 2022 | Jul. 01, 2022 | |
Maximum [Member] | |||
Business Acquisition [Line Items] | |||
Vesting period | 4 years | ||
HX Tracker [Member] | |||
Business Acquisition [Line Items] | |||
Purchase price paid in shares | 1,000,000 | ||
Purchase price paid in shares value | $ 4.4 | ||
Purchase price paid in cash | 3.5 | ||
Business acquisition liability | $ 0.8 | ||
Shares issued during the period for vested restricted stock awards, Shares | 2,200,000 | ||
Closing of an acquisition | $ 0.8 | ||
HX Tracker [Member] | Minimum [Member] | |||
Business Acquisition [Line Items] | |||
Vesting period | 2 years |
Acquisition - Schedule of Preli
Acquisition - Schedule of Preliminary Allocation of the Purchase Price (Details) $ in Thousands | Jun. 14, 2022 USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 18 |
Prepaids and other current assets | 17 |
Property and equipment, net | 502 |
Intangible assets, net | 1,425 |
Goodwill | 7,718 |
Deferred tax asset | 221 |
Accrued expenses | (55) |
Deferred tax liability | (356) |
Total purchase price | 9,490 |
HX Tracker [Member] | |
Business Acquisition [Line Items] | |
Cash | 18 |
Prepaids and other current assets | 17 |
Property and equipment, net | 0 |
Intangible assets, net | 1,425 |
Goodwill | 7,447 |
Deferred tax asset | 221 |
Accrued expenses | (55) |
Deferred tax liability | (356) |
Total purchase price | 8,717 |
Pile testing and equipment installation business [Member] | |
Business Acquisition [Line Items] | |
Cash | 0 |
Prepaids and other current assets | 0 |
Property and equipment, net | 502 |
Intangible assets, net | 0 |
Goodwill | 271 |
Deferred tax asset | 0 |
Accrued expenses | 0 |
Deferred tax liability | 0 |
Total purchase price | $ 773 |
Acquisition - Schedule of Goodw
Acquisition - Schedule of Goodwill Activity (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Business Combination and Asset Acquisition [Abstract] | |
Goodwill, Beginning Balance | $ 0 |
Acquisition of HX Tracker | 7,447 |
Acquisition of pile testing and equipment installation business | 271 |
Translation | (180) |
Goodwill | $ 7,538 |
Reduction in force (Additional
Reduction in force (Additional Information) (Details) | 12 Months Ended |
Dec. 31, 2022 Employees | |
Workforce Activity [Abstract] | |
Reduction in number of employee | 20 |
Reduction in workforce | 8% |
Reduction in force - Schedule o
Reduction in force - Schedule of severance and termination-related costs (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Workforce Activity [Line Items] | |
Total | $ 441 |
Cost of Revenue [Member] | |
Workforce Activity [Line Items] | |
Total | 145 |
Research and Development [Member] | |
Workforce Activity [Line Items] | |
Total | 116 |
Selling and Marketing [Member] | |
Workforce Activity [Line Items] | |
Total | 62 |
General and Administrative [Member] | |
Workforce Activity [Line Items] | |
Total | $ 118 |
Accounts receivable, net - Sche
Accounts receivable, net - Schedule of Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts Receivable, after Allowance for Credit Loss [Abstract] | ||
Trade receivables | $ 35,367 | $ 38,597 |
Revenue recognized in excess of billings | 14,844 | 72,676 |
Other receivables | 25 | 147 |
Total | 50,236 | 111,420 |
Allowance for doubtful accounts | (1,184) | (3,872) |
Accounts Receivable, net | $ 49,052 | $ 107,548 |
Accounts receivable, net - Summ
Accounts receivable, net - Summary of Changes in the Allowance for Doubtful Trade Receivables (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Receivable, after Allowance for Credit Loss [Abstract] | |||
Balance at beginning of period | $ 3,872 | $ 1,228 | $ 441 |
Additions charged to earnings | 5,578 | 4,045 | 787 |
Write-offs of uncollectible accounts | (8,266) | (1,401) | 0 |
Balance at end of period | $ 1,184 | $ 3,872 | $ 1,228 |
Accounts receivable, net (Addit
Accounts receivable, net (Additional Information) (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 USD ($) Number of customer | Dec. 31, 2021 USD ($) Number of customer | |
Accounts Notes And Loans Receivable [Line Items] | ||
Retainage provisions included in receivables | $ | $ 3.7 | $ 11.6 |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Concentration risk, percentage | 55% | 29% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Concentration risk, percentage | 15% | 23% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Concentration risk, percentage | 12% | 19% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Four [Member] | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Concentration risk, percentage | 18% | |
Accounts Receivable [Member] | Credit Concentration Risk [Member] | Major Customer [Member] | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Number of customer | Number of customer | 3 | 4 |
Revenue - Additional Informatio
Revenue - Additional Information - (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Disaggregation of Revenue [Line Items] | ||
Deferred revenue | $ 11,316 | $ 1,421 |
Inventories, net - Schedule of
Inventories, net - Schedule of inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||||
Finished goods | $ 16,269 | $ 8,950 | ||
Allowance for slow-moving and obsolete inventory | (1,320) | (90) | $ 0 | $ 0 |
Inventory, Net, Total | $ 14,949 | $ 8,860 |
Inventories, net - Schedule o_2
Inventories, net - Schedule of Activity in Slow-moving and Obsolete Inventory (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |||
Balance at beginning of period | $ 90 | $ 0 | $ 0 |
Additions charged to earnings | 1,813 | 90 | 0 |
Write-offs of obsolete inventory | (583) | 0 | 0 |
Balance at end of period | $ 1,320 | $ 90 | $ 0 |
Prepaid and other current ass_3
Prepaid and other current assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Vendor deposits | $ 5,085 | $ 13,098 |
Prepaid expense | 3,544 | 2,301 |
Prepaid taxes | 163 | 269 |
Surety collateral | 107 | 460 |
Other current assets | 1,405 | 1,058 |
Prepaid expenses and other current assets, Total | $ 10,304 | $ 17,186 |
Leases - Summary of Lease Expen
Leases - Summary of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | |||
Operating lease cost | $ 705 | $ 458 | $ 288 |
Short-term lease cost | 456 | 100 | 31 |
Total lease cost | 1,161 | 558 | 319 |
Cost of Revenue [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Total lease cost | 677 | 239 | 38 |
Research and Development [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Total lease cost | 46 | 39 | 0 |
Selling and Marketing [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Total lease cost | 45 | 1 | 3 |
General and Administrative [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Total lease cost | $ 393 | $ 279 | $ 278 |
Leases - Summary of Future Rema
Leases - Summary of Future Remaining Lease Payments Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Lessee, Operating Lease, Liability, to be Paid [Abstract] | ||
2023 | $ 471 | |
2024 | 434 | |
2025 | 367 | |
2026 | 27 | |
Thereafter | 0 | |
Total lease payments | 1,299 | |
Less: imputed interest | (96) | |
Current portion of operating lease liability | 417 | $ 452 |
Operating lease liability, net of current portion | 786 | $ 1,340 |
Present value of operating lease liabilities | $ 1,203 |
Leases (Additional Information)
Leases (Additional Information) (Details) | Dec. 31, 2022 |
Leases [Abstract] | |
Weighted average discount rate | 5% |
Weighted average remaining lease term | 3 years 2 months 12 days |
Property and equipment, net - S
Property and equipment, net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,529 | $ 1,830 |
Accumulated depreciation | (827) | (248) |
Property and equipment, net | 1,702 | 1,582 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 22 | 22 |
Field Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,078 | 833 |
Information Technology Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 355 | 182 |
Tooling [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 824 | 543 |
Capitalized Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 250 | $ 250 |
Property and equipment, net -_2
Property and equipment, net - Schedule of Depreciation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Total depreciation expense | $ 631 | $ 232 | $ 14 |
Tangible Asset [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total depreciation expense | 547 | 170 | 14 |
Capitalized Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total depreciation expense | $ 84 | $ 62 | $ 0 |
Intangible assets, net - Summar
Intangible assets, net - Summary of Intangible assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 2,591 | $ 1,200 |
Accumulated amortization | (1,478) | (1,200) |
Intangible assets, net | 1,113 | 0 |
Developed Technology Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 2,591 | $ 1,200 |
Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, estimated useful life | 2 years 6 months | |
Minimum [Member] | Developed Technology Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, estimated useful life | 2 years 6 months | |
Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, estimated useful life | 3 years | |
Maximum [Member] | Developed Technology Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, estimated useful life | 3 years |
Intangible assets, net (Additio
Intangible assets, net (Additional Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 13, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Assets, Gross | $ 2,591 | $ 1,200 | |||
Amortization expense | 300 | 0 | |||
Forecast [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense | $ 500 | $ 600 | |||
Developed Technology Rights [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Assets, Gross | 2,591 | $ 1,200 | |||
Developed Technology Rights [Member] | Asset Purchase Agreement [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Assets, Gross | $ 1,200 | ||||
Amortized period | 3 years | ||||
HX Tracker [Member] | Asset Purchase Agreement [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Assets, Gross | $ 1,400 | ||||
Amortized period | 2 years 6 months |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Less: short-term debt | $ 0 | $ 0 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||||||
Jun. 02, 2022 | Apr. 30, 2021 | Jan. 20, 2021 | Apr. 30, 2020 | Jun. 17, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Jul. 17, 2019 | |
Debt Instrument [Line Items] | ||||||||||
Common stock issued for notes purchased | 105,032,588 | 92,619,641 | 9,162,976 | |||||||
Line of credit facility, covenant terms | the Credit Facility Agreement (the "Amendment") which, among other things, amended certain terms of the Credit Facility Agreement, including without limitation, to (i) reduce the minimum liquidity level in the minimum liquidity financial covenant from $125.0 million to $50.0 million until March 31, 2023, and (ii) set forth additional financial condition covenants and reporting requirements that apply if the Company does not maintain specified minimum liquidity from the effectiveness of the Amendment until the earlier of (x) March 31, 2023, and (y) the occurrence of certain specified conditions | |||||||||
Amortization of debt issue costs | $ 703 | $ 461 | $ 0 | |||||||
Gain (loss) on extinguishment of debt | 0 | $ 790 | $ (116) | |||||||
Letters of credit outstanding, amount | 1,800 | |||||||||
Barclays Bank PLC [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Initial margins | 3.25% | |||||||||
Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Unamortized debt issuance cost | 900 | |||||||||
Debt issuance costs | 2,100 | |||||||||
Revolving Credit Facility [Member] | Western Alliance Bank [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal amount | $ 1,000 | |||||||||
Maturity period | 2 years | |||||||||
Initial margins | 5.50% | |||||||||
Line of credit, outstanding balance | $ 1,000 | |||||||||
Revolving Credit Facility [Member] | Barclays Bank PLC [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maturity period | 3 years | |||||||||
Initial Commitment Fees | 0.50% | |||||||||
Line of credit facility, covenant terms | the Credit Facility Agreement (the "Amendment") which, among other things, amended certain terms of the Credit Facility Agreement, including without limitation, to (i) reduce the minimum liquidity level in the minimum liquidity financial covenant from $125.0 million to $50.0 million until March 31, 2023, and (ii) set forth additional financial condition covenants and reporting requirements that apply if the Company does not maintain specified minimum liquidity from the effectiveness of the Amendment until the earlier of (x) March 31, 2023, and (y) the occurrence of certain specified conditions | |||||||||
Amended financial conditions | The new financial condition covenants include the following: (i) if loans are outstanding, (x) the Company shall not have more than $25.0 million in unrestricted cash and cash equivalents for longer than three business days, and (y) the ratio of the amount of (A) 75% of specified third party accounts receivables to (B) outstanding loans shall not be less than 1.10:1.00 at the end of each month and (ii) the Company shall limit the amount of cash it pays to third parties (net of all cash received by the Company (subject to certain exclusions)) to not more than $50.0 million, with the financial covenants described in the foregoing clauses (i)(y) and (ii) only being applicable if the Company fails to maintain specified minimum liquidity, with the Company currently maintaining such specified minimum liquidity as of December 31, 2022 | |||||||||
Revolving Credit Facility [Member] | Barclays Bank PLC [Member] | Letter of Credit [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate commitments | $ 100,000 | |||||||||
Initial Commitment Fees | 3.25% | |||||||||
Maximum [Member] | Barclays Bank PLC [Member] | Letter of Credit [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Liquidity ratio amount, minimum limit | $ 125,000 | |||||||||
Minimum [Member] | Barclays Bank PLC [Member] | Letter of Credit [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Liquidity ratio amount, minimum limit | $ 50,000 | |||||||||
Paycheck Protection Program loan [Member] | CARES Act [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maturity period | 2 years | |||||||||
Initial margins | 1% | |||||||||
Loans received | $ 800 | |||||||||
Gain (loss) on extinguishment of debt | $ 800 |
Accrued expenses and other cu_3
Accrued expenses and other current liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Expenses and Other Current Liabilities Abstract | |||
Accrued cost of revenue | $ 13,198 | $ 43,185 | |
Accrued compensation | 4,688 | 981 | |
Other accrued expenses | 6,010 | 3,694 | |
Total accrued expenses | 23,896 | 47,860 | |
Warranty reserves | 8,004 | 4,032 | $ 3,985 |
Current portion of operating lease liability | $ 417 | $ 452 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Total other current liabilities | Total other current liabilities | |
Non-federal tax obligations | $ 463 | $ 172 | |
Total other current liabilities | $ 8,884 | $ 4,656 |
Accrued expenses and other cu_4
Accrued expenses and other current liabilities (Additional Information) (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Accrued Expenses and Other Current Liabilities Abstract | |
Accrued Bonuses | $ 2 |
Accrued expenses and other cu_5
Accrued expenses and other current liabilities - Schedule of warranty accruals (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accrued Expenses and Other Current Liabilities Abstract | |||
Balance at beginning of period | $ 9,346 | $ 6,811 | $ 2,057 |
Warranties issued during the period | 8,228 | 8,588 | 7,866 |
Settlements made during the period | (4,041) | (5,270) | (3,111) |
Changes in liability for pre-existing warranties | (1,107) | (783) | (1) |
Balance at end of period | 12,426 | 9,346 | 6,811 |
Accrued warranty balance reported in: | |||
Other current liabilities | 8,004 | 4,032 | 3,985 |
Other non-current liabilities | 4,422 | 5,314 | 2,826 |
Balance at end of period | $ 12,426 | $ 9,346 | $ 6,811 |
Income taxes - Schedule of comp
Income taxes - Schedule of components of income before income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Contingency [Line Items] | |||
Loss before income taxes | $ (99,178) | $ (106,420) | $ (16,007) |
United States [Member] | |||
Income Tax Contingency [Line Items] | |||
Loss before income taxes | (98,462) | (106,467) | (16,269) |
Foreign [Member] | |||
Income Tax Contingency [Line Items] | |||
Loss before income taxes | $ (716) | $ 47 | $ 262 |
Income taxes - Schedule of prov
Income taxes - Schedule of provisions (benefits) for income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current - | |||
Federal | $ 0 | $ 0 | $ (159) |
State | 204 | 196 | 1 |
Foreign | 231 | (27) | 78 |
Total current expense | 435 | 169 | (80) |
Deferred - | |||
Federal | 0 | (3) | |
State | 0 | 0 | |
Total deferred taxes | (135) | 0 | (3) |
Provision (benefit) for income taxes | 435 | 169 | (83) |
Federal income tax provision (benefit) at statutory rate | (20,827) | (22,348) | (3,362) |
State taxes, net of federal | (1,035) | (1,744) | (215) |
Research and experimentation tax credit | (2,811) | (342) | (179) |
Change in valuation allowance | 24,911 | 28,361 | 3,523 |
Stock compensation | (1,781) | (6,863) | 406 |
Dividends received deduction | 0 | (308) | |
Limitation On Executive Compensation Deduction | 1,922 | 2,467 | 0 |
Permanent differences and other | $ 56 | $ 638 | $ 52 |
Income taxes - Schedule of co_2
Income taxes - Schedule of components of deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Fixed assets and intangibles | $ 5 | $ 17 |
Leases | 255 | 378 |
Accrued expenses | 4,887 | 2,741 |
Net operating loss carryforward | 52,179 | 31,868 |
Stock options | 3,528 | 5,508 |
R&D credit carryforward | 3,431 | 616 |
Other | 1,998 | 402 |
Subtotal | 66,283 | 41,530 |
Less: valuation allowance | (65,659) | (40,760) |
Total deferred tax assets | 624 | 770 |
Deferred tax liabilities: | ||
Leases | (243) | (370) |
Prepaid expenses | (381) | (400) |
Total deferred tax liability | (624) | (770) |
Net deferred tax asset (liability) | $ 0 | $ 0 |
Income taxes - Additional Infor
Income taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Contingency [Line Items] | |||
Valuation Allowance, Deferred Tax Asset, Increase | $ 24,900 | $ 31,500 | |
Valuation Allowance Deferred Tax Assets Increase Continuing Operations | 28,400 | ||
Valuation Allowance Deferred Tax Assets Increase paid in capital | 3,100 | ||
Net change in total valuation allowance | 24,900 | 31,500 | |
Pre-tax income (loss) from company's operations | (99,178) | (106,420) | $ (16,007) |
Income tax expense (benefit) | 435 | 169 | (83) |
Unrecognized tax benefits | 1,421 | 717 | $ 81 |
Unrecognized Tax Benefits, Period Increase (Decrease) | 0 | 0 | |
Unrecognized tax benefits impact effective income tax rate | 900 | 200 | |
Income Tax Interest and Penalties Accrued | 0 | $ 0 | |
R&D [Member] | |||
Income Tax Contingency [Line Items] | |||
Tax Credit Carryforward, Amount | $ 4,300 | ||
Tax Credit Carryforward, Expiration Date | Jan. 01, 2038 | ||
State [Member] | |||
Income Tax Contingency [Line Items] | |||
Net operating loss carryforwards | $ 84,600 | ||
Operating Loss Carryforwards, Expiration Date | Jan. 01, 2037 | ||
NOL carryback refund | $ 84,600 | ||
Federal [Member] | |||
Income Tax Contingency [Line Items] | |||
Net operating loss carryforwards | 232,100 | ||
NOL carryback refund | $ 232,100 |
Income taxes - Schedule of chan
Income taxes - Schedule of changes in our accruals for unrecognized tax benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals [Abstract] | ||
Balance at beginning of period | $ 717 | $ 81 |
Increase for tax positions related to the current year | 386 | 636 |
Increase for tax positions related to prior years | 318 | 0 |
Balance at end of period | $ 1,421 | $ 717 |
Commitments and contingencies -
Commitments and contingencies - Additional Information (Details) - FCX Solar, LLC [Member] - USD ($) $ / shares in Units, $ in Millions | Dec. 29, 2022 | Apr. 21, 2021 |
Product Warranty Liability [Line Items] | ||
Damages sought value | $ 134 | |
Damages paid value | $ 1.5 | |
Stock issued for litigation settlements, shares | 797,396 | |
Stock issued for litigation settlements, value | $ 2 | |
Shares issued price per share | $ 0.0001 | |
Share price | $ 2.508163 |
Stockholders' equity - Addition
Stockholders' equity - Additional Information (Details) - USD ($) | 12 Months Ended | |||||||||
Dec. 29, 2022 | Apr. 30, 2021 | Apr. 05, 2021 | Jan. 08, 2021 | Jul. 21, 2020 | Dec. 31, 2022 | Sep. 14, 2022 | Dec. 31, 2021 | Apr. 28, 2021 | Mar. 31, 2020 | |
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||||
Common stock, shares authorized | 850,000,000 | 850,000,000 | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Dividends | $ 0 | |||||||||
Common stock issued for notes purchased | 105,032,588 | 92,619,641 | 9,162,976 | |||||||
Sale of stock, price per share | $ 3.27 | |||||||||
Common stock, value, issued | $ 11,000 | $ 9,000 | $ 30,000,000 | |||||||
Treasury stock, shares, acquired | 717,460 | 148,440 | 9,896,666 | |||||||
Treasury stock, value | $ 0 | $ 0 | $ 0 | 0 | $ 0 | |||||
FCX Solar, LLC [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock issued for litigation settlements, shares | 797,396 | |||||||||
Stock issued for litigation settlements, value | $ 2,000,000 | |||||||||
Shares issued price per share | $ 0.0001 | |||||||||
ATM Program [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock, value authorized | $ 0 | $ 100,000,000 | ||||||||
IPO [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of common stock (in shares) | 19,840,000 | 4,455,384 | ||||||||
Shares issued price per share | $ 13 | |||||||||
Proceeds of IPO | $ 241,200,000 | |||||||||
Underwriting discount and commissions | $ 16,800,000 | |||||||||
Purchase cost of shares | $ 54,200,000 | |||||||||
IPO [Member] | Repurchase [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of common stock (in shares) | 2,191,557 | |||||||||
IPO [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of common stock (in shares) | 2,263,827 |
Stock compensation and other _3
Stock compensation and other employee benefit plans - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||||
Apr. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 01, 2022 | Jan. 01, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Number of shares available for grants | 5,000,000 | |||||
Vesting period | 4 years | |||||
Employee and company contributions, amount | $ 0.7 | $ 0.6 | $ 0.3 | |||
Maximum [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Employee contributions percentage | 100% | |||||
Employee contributions percentage First | 3% | |||||
Minimum [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Employee contributions percentage Second | 50% | |||||
Employee contributions percentage final | 2% | |||||
2021 Stock Incentive Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Percentage of common stock outstanding | 4% | |||||
Number of common shares reserved for issuance | 12,645,239 | 3,704,785 | ||||
2021 Employee Stock Purchase Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Percentage of accumulated payroll deductions | 85% | |||||
Common stock issued | 0 | |||||
Restricted Stock Units (RSUs) [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Vesting period | 4 years |
Stock compensation and other _4
Stock compensation and other employee benefit plans - Stock compensation expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock compensation expense | $ 20,303 | $ 61,765 | $ 1,818 |
Cost of Revenue [Member] | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock compensation expense | 3,292 | 8,094 | 322 |
Research and Development [Member] | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock compensation expense | 1,460 | 3,657 | 57 |
Selling and Marketing [Member] | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock compensation expense | 1,889 | 2,056 | 38 |
General and Administrative [Member] | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock compensation expense | $ 13,662 | $ 47,958 | $ 1,401 |
Stock compensation and other _5
Stock compensation and other employee benefit plans - Outstanding option awards (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Outstanding, beginning balance, Shares | shares | 7,538,265 |
Granted, Shares | shares | 3,000,000 |
Exercised, Shares | shares | (3,316,079) |
Forfeited and expired, Shares | shares | (412,336) |
Outstanding, ending balance, Shares | shares | 6,809,850 |
Vested or expected to vest in the future, Shares | shares | 4,704,127 |
Exercisable , Shares | shares | 2,105,723 |
Outstanding beginning balance, Weighted average exercise price | $ / shares | $ 2.48 |
Granted, Weighted average exercise price | $ / shares | 3.86 |
Exercised, Weighted average exercise price | $ / shares | 0.27 |
Forfeitures and expired, Weighted average exercise price | $ / shares | 0.48 |
Outstanding ending balance, Weighted average exercise price | $ / shares | 4.29 |
Vested or expected to vest in the future, Weighted average exercise price | $ / shares | 5.59 |
Exercisable , Weighted average exercise price | $ / shares | $ 1.38 |
Outstanding , Weighted average remaining contractual term (years) | 7 years 8 months 8 days |
Vested or expected to vest in the future, Weighted average remaining contractual term (in years) | 8 years 3 months 18 days |
Exercisable, Weighted average remaining contractual term ( in years) | 6 years 3 months 29 days |
Outstanding , Average intrinsic value | $ | $ 4,099 |
Vested or expected to vest in the future, Aggregate intrinsic value | $ | 580 |
Exercisable , Average intrinsic value | $ | 3,519 |
Stock-based compensation cost not yet recognized | $ | $ 10,551 |
Weighted-average remaining expense recognition period (in years) | 3 years 1 month 2 days |
Stock compensation and other _6
Stock compensation and other employee benefit plans - Assumptions used to value option awards (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Black-Scholes-Merton pricing formula weighted-average assumptions: | ||||
Expected life (in years) | 5 years 3 months 7 days | 7 years 8 months 19 days | 6 years 25 days | |
Risk Free Interest Rate | 1.82% | 1.32% | 1.60% | |
Volatility | 80% | 56.47% | 51.57% | |
Dividend yield | 0% | 0% | 0% | |
Valuations: | ||||
Grant-date fair value per option (post-split) | [1] | $ 1.85 | $ 4.79 | $ 2.86 |
Intrinsic value of options exercised (in thousands) | $ 14,646 | $ 22,852 | $ 0 | |
Average intrinsic value per share of options exercised | $ 4.42 | $ 8.05 | $ 0 | |
[1] Includes options with market conditions. |
Stock compensation and other _7
Stock compensation and other employee benefit plans - Summary of outstanding restricted stock unit and restricted stock awards (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Granted, Shares | 3,000,000 |
Vested, Shares | (4,704,127) |
Stock-based compensation cost not yet recognized | $ | $ 10,551 |
Weighted-average remaining expense recognition period (in years) | 3 years 1 month 2 days |
Restricted stock units [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Nonvested, beginning balance, Shares | 5,141,469 |
Granted, Shares | 6,927,858 |
Vested, Shares | (3,435,814) |
Forfeited, Shares | (1,560,850) |
Nonvested, ending balance, Shares | 7,072,663 |
Nonvested, beginning balance, Dollars per share | $ / shares | $ 6.08 |
Granted | $ / shares | 3.71 |
Vested | $ / shares | 4.93 |
Forfeited | $ / shares | 5.55 |
Nonvested, ending balance, Dollars per share | $ / shares | $ 4.73 |
Stock-based compensation cost not yet recognized | $ | $ 18,500 |
Weighted-average remaining expense recognition period (in years) | 1 year 3 months 14 days |
Sale of investment in unconso_2
Sale of investment in unconsolidated subsidiary - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Jun. 24, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 29, 2021 | |
Schedule Of Equity Method Investments [Line Items] | |||||
Success-based fee payment | $ 1,900 | ||||
Gain (Loss) on Disposition of Stock in Subsidiary | $ 400 | $ 1,400 | |||
Gain from disposal of investment in unconsolidated subsidiary | $ 1,745 | 20,829 | $ 0 | ||
Business Combination Contingent Consideration Receivable | 14,000 | ||||
Escrow released payment received | $ 1,700 | 200 | |||
Dimension [Member] | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Business Combination, Contingent Consideration Arrangements, Description | The sales agreement with Dimension includes an earnout provision which provides the potential to receive an additional contingent consideration of up to approximately $14.0 million through December 2024, based on Dimension achieving certain performance milestones. This potential earnout is calculated each quarter starting January 1, 2022, as $200 times the number of kilowatts constituting each Notice To Proceed (NTP) megawatt (MW) achieved during such quarterly earnout period, provided that no earnout amount is payable in respect to the first 100 NTP MW achieved in any earnout year.The sales agreement also includes a projects escrow release which is an additional contingent consideration to receive $7 million based on Dimension’s completion of certain construction projects currently in progress. | ||||
Dimension Energy LLC | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Gain from disposal of investment in unconsolidated subsidiary | $ 20,800 | ||||
Dimension Energy LLC | Common Class A | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Number of Share Disposed | 4,791,566 | ||||
Ownership percentage | 23% | ||||
Ownership value | $ 22,300 |
Geographic and customer conce_3
Geographic and customer concentrations - Schedule of third party revenue by geographic area (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue [Line Items] | |||
Total third-party revenue | $ 123,066 | $ 270,525 | $ 187,352 |
United States [Member] | |||
Revenue [Line Items] | |||
Total third-party revenue | 97,992 | 270,107 | 187,168 |
Australia [Member] | |||
Revenue [Line Items] | |||
Total third-party revenue | 24,847 | 418 | 184 |
All Other [Member] | |||
Revenue [Line Items] | |||
Total third-party revenue | $ 227 | $ 0 | $ 0 |
Geographic and customer conce_4
Geographic and customer concentrations - Schedule of long-lived assets by geographic area (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Long-lived Assets [Line Items] | ||
Total long-lived assets | $ 2,856 | $ 3,315 |
United States [Member] | ||
Long-lived Assets [Line Items] | ||
Total long-lived assets | 2,728 | 3,183 |
Australia [Member] | ||
Long-lived Assets [Line Items] | ||
Total long-lived assets | 3 | 44 |
All Other [Member] | ||
Long-lived Assets [Line Items] | ||
Total long-lived assets | $ 125 | $ 88 |
Geographic and customer conce_5
Geographic and customer concentrations (Additional Information) (Details) - Revenue from Contract with Customer Benchmark [Member] - Customer Concentration Risk [Member] | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Customer One [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 23% | 37% | 21% |
Customer Two [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 20% | 20% | 19% |
Customer Three [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 11% | 15% | 10% |
Customer Four [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 10% |
Earnings (loss) per share - Sch
Earnings (loss) per share - Schedule of Computation of Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |||
Net loss | $ (99,613) | $ (106,589) | $ (15,924) |
Basic weighted-average number of common shares outstanding | 101,408,263 | 86,043,051 | 68,810,533 |
Diluted weighted-average number of common shares outstanding | 101,408,263 | 86,043,051 | 68,810,533 |
Basic loss per share | $ (0.98) | $ (1.24) | $ (0.23) |
Diluted loss per share | $ (0.98) | $ (1.24) | $ (0.23) |
Earnings (loss) per share - S_2
Earnings (loss) per share - Schedule of Antidilutive Securities Excluded from Computation of Diluted Net Income Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potential common shares excluded from diluted net loss per share | 13,882,513 | 12,679,734 | 22,646,663 |
Stock Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potential common shares excluded from diluted net loss per share | 6,809,850 | 7,538,265 | 8,524,997 |
Restricted Stock Awards [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potential common shares excluded from diluted net loss per share | 7,072,663 | 5,141,469 | 14,121,666 |
Earnings (loss) per share (Addi
Earnings (loss) per share (Additional Information) (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Forward stock split | 8.25 |
Fair value measurements (Additi
Fair value measurements (Additional Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||
Short-term debt | $ 0 | $ 0 |
Impairment of long-lived assets | $ 0 |
Related parties -Additional Inf
Related parties -Additional Information (Detail) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||||
Jan. 30, 2017 | Feb. 28, 2022 | Dec. 31, 2022 | Dec. 31, 2020 | Dec. 31, 2021 | Mar. 31, 2020 | |
Related Party Transaction [Line Items] | ||||||
Cash Payments | $ 2.5 | |||||
Gross margin loss | $ 0.3 | |||||
Common stock issued for notes purchased | 105,032,588 | 92,619,641 | 9,162,976 | |||
Related party [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Aggregate principal amount of notes | $ 7 | |||||
Interest rate of notes | 5% | |||||
Term of notes | 5 years | |||||
Interest expense | $ 0.2 | |||||
Related party [Member] | Two Board Members [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Aggregate principal amount of notes | $ 6 | |||||
South Lake One LLC [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Outstanding capital stock held | 5% | |||||
Fernweh Engaged Operator Company LLC [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party general and administrative expense | $ 3.9 |
Quarterly information (unaudite
Quarterly information (unaudited) (Additional Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |||
Stock-based compensation | $ 13,930 | $ 61,765 | $ 1,823 |
Quarterly information (unaudi_2
Quarterly information (unaudited) - Schedule of quarterly information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Gross profit (loss) | $ (27,228) | $ (32,545) | $ 3,639 |
Net loss | $ (99,613) | $ (106,589) | $ (15,924) |
Net loss per share | |||
Basic | $ (0.98) | $ (1.24) | $ (0.23) |
Diluted | $ (0.98) | $ (1.24) | $ (0.23) |
Subsequent Events (Additional I
Subsequent Events (Additional Information) (Details) - USD ($) $ in Thousands | Jun. 14, 2022 | Feb. 09, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2020 |
Subsequent Event [Line Items] | |||||
Cash paid as purchase price | $ 9,490 | ||||
Common stock, shares issued | 105,032,588 | 92,619,641 | 9,162,976 | ||
Taihua New Energy Member | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Capital contributions | $ 3,500 | ||||
Taihua New Energy Member | Other Investees 1 [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Ownership percentage | 45% |
Segment information - Schedule
Segment information - Schedule of Company's Total Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Total third-party revenue | $ 123,066 | $ 270,525 | $ 187,352 |
United States [Member] | |||
Total third-party revenue | $ 97,992 | $ 270,107 | $ 187,168 |