Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 20, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-40209 | ||
Entity Registrant Name | Heliogen, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 85-4204953 | ||
Entity Address, Address Line One | 130 West Union Street | ||
Entity Address, City or Town | Pasadena | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 91103 | ||
City Area Code | 626 | ||
Local Phone Number | 720-4530 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 31.1 | ||
Entity Common Stock, Shares Outstanding | 5,970,373 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE | ||
Entity Central Index Key | 0001840292 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common stock, $0.0001 par value per share | ||
Trading Symbol | HLGN | ||
Security Exchange Name | NYSE | ||
Warrants | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants, each 35 warrants exercisable for one share of common stock at an exercise price of $402.50 per share | ||
Trading Symbol | HLGN.W | ||
Security Exchange Name | NYSE | ||
Preferred Share Purchase Rights | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Preferred Share Purchase Rights | ||
No Trading Symbol Flag | true | ||
Security Exchange Name | NYSE |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Location | Los Angeles, CA |
Auditor Firm ID | 238 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
ASSETS | |||
Cash and cash equivalents | $ 62,715 | $ 45,719 | |
Short-term restricted cash | 500 | 655 | |
Investments | 12,386 | 97,504 | |
Receivables, net | 4,679 | 9,195 | |
Inventories, net | 1,956 | 2,442 | |
Prepaid and other current assets | 1,230 | 3,306 | |
Total current assets | 83,466 | 158,821 | |
Operating lease right-of-use assets | 13,909 | 14,772 | |
Property, plant and equipment, net | 5,577 | 7,071 | |
Goodwill and intangible assets, net | 71 | 1,160 | |
Long-term restricted cash | 1,000 | 1,500 | |
Collaboration Warrants, non-current | 0 | 5,282 | |
Other long-term assets | 3,010 | 3,013 | |
Total assets | 107,033 | 191,619 | |
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | |||
Trade payables | 746 | 6,921 | |
Accrued expenses and other current liabilities | 8,907 | 5,602 | |
Contract liabilities | 17,008 | 10,348 | |
Contract loss provisions | 75,340 | 28,418 | |
Total current liabilities | 102,001 | 51,289 | |
Operating lease liabilities, non-current | 12,878 | 13,921 | |
Warrant liabilities | 100 | 642 | |
Other long-term liabilities | 69 | 443 | |
Total liabilities | 115,048 | 66,295 | |
Commitments and contingencies (Note 18) | |||
Stockholders’ equity (deficit) | |||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized and no shares outstanding as of December 31, 2023 and 2022 | 0 | 0 | |
Common stock, $0.0001 par value; 500,000,000 shares authorized; 5,946,315 shares issued and outstanding as of December 31, 2023 and 5,511,839 shares issued and outstanding (excluding restricted shares of 1,733) as of December 31, 2022 | [1] | 1 | 1 |
Additional paid-in capital | [1] | 430,678 | 434,496 |
Accumulated other comprehensive loss | (516) | (593) | |
Accumulated deficit | (438,178) | (308,580) | |
Total stockholders’ equity (deficit) | (8,015) | 125,324 | |
Total liabilities and stockholders’ equity (deficit) | $ 107,033 | $ 191,619 | |
[1] Periods presented have been adjusted to reflect the 1-for-35 reverse stock split on August 31, 2023. See Note 1—Organization and Basis of Presentation— Reverse Stock Split , for additional information. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) | Dec. 31, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares | |
Statement of Financial Position [Abstract] | |||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 | |
Common stock, par value (in dollars per share) | $ / shares | [1] | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | [1] | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | [1] | 5,946,315 | 5,511,839 |
Common stock, shares outstanding (in shares) | [1] | 5,946,315 | 5,511,839 |
Unvested equity instrument outstanding (in shares) | [1] | 1,733 | |
[1] Periods presented have been adjusted to reflect the 1-for-35 reverse stock split on August 31, 2023. See Note 1—Organization and Basis of Presentation— Reverse Stock Split , for additional information. |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Income Statement [Abstract] | |||
Services revenue | $ 888 | $ 6,519 | |
Grant revenue | 3,557 | 7,232 | |
Total revenue | 4,445 | 13,751 | |
Cost of revenue: | |||
Cost of services revenue (including depreciation) | 3,677 | 8,107 | |
Cost of grant revenue | 3,517 | 5,653 | |
Contract loss provisions | 52,854 | 33,776 | |
Total cost of revenue | 60,048 | 47,536 | |
Gross loss | (55,603) | (33,785) | |
Operating expenses: | |||
Selling, general and administrative | 50,655 | 81,224 | |
Research and development | 21,028 | 38,281 | |
Impairment charges | 7,774 | 6,922 | |
Total operating expenses | 79,457 | 126,427 | |
Operating loss | (135,060) | (160,212) | |
Interest income, net | 1,448 | 995 | |
Gain on warrant remeasurement | 542 | 13,921 | |
Other income, net | 3,473 | 2,280 | |
Net loss before taxes | (129,597) | (143,016) | |
Benefit (provision) for income taxes | (1) | 1,016 | |
Net loss | $ (129,598) | $ (142,000) | |
Loss per share: | |||
Loss per share – basic (in dollars per share) | [1] | $ (22.26) | $ (26.13) |
Loss per share – diluted (in dollars per share) | [1] | $ (22.26) | $ (26.13) |
Weighted average number of shares outstanding – basic (in shares) | [1] | 5,822,389 | 5,433,912 |
Weighted average number of shares outstanding – diluted (in shares) | [1] | 5,822,389 | 5,433,912 |
[1] Periods presented have been adjusted to reflect the 1-for-35 reverse stock split on August 31, 2023. See Note 1—Organization and Basis of Presentation— Reverse Stock Split , for additional information. |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) | Aug. 31, 2023 |
Income Statement [Abstract] | |
Stockholders' equity note, stock split, conversion ratio | 0.0286 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (129,598) | $ (142,000) |
Other comprehensive income (loss), net of taxes: | ||
Unrealized gains (losses) on available-for-sale securities | 308 | (292) |
Cumulative translation adjustment | (231) | (297) |
Total other comprehensive income (loss), net of taxes | 77 | (589) |
Comprehensive loss | $ (129,521) | $ (142,589) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity (Deficit) - USD ($) $ in Thousands | Total | Vesting of warrants issued in connection with customer agreements | Common Stock | Additional Paid-in Capital | [1] | Additional Paid-in Capital Vesting of warrants issued in connection with customer agreements | [1] | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | ||
Beginning balance (in shares) at Dec. 31, 2021 | [1] | 5,239,070 | |||||||||
Beginning balance at Dec. 31, 2021 | $ 214,058 | $ 1 | [1] | $ 380,641 | $ (4) | $ (166,580) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net loss | (142,000) | (142,000) | |||||||||
Other comprehensive loss | (589) | (589) | |||||||||
Share-based compensation | 42,861 | 42,861 | |||||||||
Vesting of restricted stock units (in shares) | [1] | 30,792 | |||||||||
Exercise of stock options (in shares) | [1] | 241,977 | |||||||||
Exercise of stock options | 1,235 | 1,235 | |||||||||
Vesting of warrants issued in connection with customer agreements | $ 9,759 | $ 9,759 | |||||||||
Ending balance (in shares) at Dec. 31, 2022 | [1] | 5,511,839 | |||||||||
Ending balance at Dec. 31, 2022 | 125,324 | $ 1 | [1] | 434,496 | (593) | (308,580) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net loss | (129,598) | (129,598) | |||||||||
Other comprehensive loss | 77 | 77 | |||||||||
Share-based compensation | (5,164) | (5,164) | |||||||||
Issuance of common stock under employee stock purchase plan (in shares) | [1] | 33,156 | |||||||||
Issuance of common stock under employee stock purchase plan | 184 | 184 | |||||||||
Vesting of restricted stock units (in shares) | [1] | 156,646 | |||||||||
Tax withholding related to vesting of restricted stock units (in shares) | [1] | (10,403) | |||||||||
Tax withholding related to vesting of restricted stock units | (21) | (21) | |||||||||
Exercise of stock options (in shares) | [1] | 255,872 | |||||||||
Exercise of stock options | 1,171 | 1,171 | |||||||||
Payment for fractional shares in connection with the reverse stock split (in shares) | [1] | (795) | |||||||||
Payment for fractional shares in connection with the reverse stock split | (7) | (7) | |||||||||
Vesting of warrants issued in connection with customer agreements | $ 19 | $ 19 | |||||||||
Ending balance (in shares) at Dec. 31, 2023 | [1] | 5,946,315 | |||||||||
Ending balance at Dec. 31, 2023 | $ (8,015) | $ 1 | [1] | $ 430,678 | $ (516) | $ (438,178) | |||||
[1] Periods presented have been adjusted to reflect the 1-for-35 reverse stock split on August 31, 2023. See Note 1—Organization and Basis of Presentation— Reverse Stock Split , for additional information. |
Consolidated Statements of St_2
Consolidated Statements of Stockholders’ Equity (Deficit) (Parenthetical) | Aug. 31, 2023 |
Statement of Stockholders' Equity [Abstract] | |
Stockholders' equity note, stock split, conversion ratio | 0.0286 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (129,598) | $ (142,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2,142 | 2,587 |
Impairment charges | 7,774 | 6,922 |
Provision for inventory reserve | 2,391 | 0 |
Share-based compensation | (5,164) | 42,861 |
Change in fair value of warrants | (542) | (13,921) |
Change in fair value of contingent consideration | (353) | (1,656) |
Deferred income taxes | 1 | (1,018) |
Non-cash operating lease expense | 1,711 | 1,592 |
Other non-cash operating activities | (1,304) | (50) |
Changes in assets and liabilities: | ||
Receivables, net | 4,084 | (5,151) |
Inventories, net | (1,713) | (2,442) |
Prepaid and other current assets | 92 | 1,114 |
Trade payables and accrued liabilities | (3,330) | 2,732 |
Contract liabilities | 6,689 | 10,559 |
Change in contract loss provisions, net | 46,888 | 28,058 |
Other non-current assets and liabilities | (1,412) | (24) |
Net cash used in operating activities | (71,644) | (69,837) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures | (1,257) | (9,034) |
Purchases of available-for-sale securities | (97,189) | (271,246) |
Maturities of available-for-sale securities | 185,100 | 140,700 |
Sales of available-for-sale securities | 0 | 65,817 |
Net cash provided by (used in) investing activities | 86,654 | (73,763) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from exercise of stock options | 1,175 | 1,167 |
Proceeds from issuance of common stock under employee stock purchase plan | 184 | 0 |
Payment related to taxes for net-share settlement of share-based compensation | (21) | 0 |
Payment for fractional shares in connection with the reverse stock split | (7) | 0 |
Other financing costs | 0 | (1,274) |
Net cash provided by (used in) financing activities | 1,331 | (107) |
Increase (decrease) in cash, cash equivalents and restricted cash | 16,341 | (143,707) |
Cash, cash equivalents and restricted cash at the beginning of the year | 47,874 | 191,581 |
Cash, cash equivalents and restricted cash at the end of the year | 64,215 | 47,874 |
Reconciliation of cash, cash equivalents and restricted cash: | ||
Cash and cash equivalents | 62,715 | 45,719 |
Short-term restricted cash | 500 | 655 |
Long-term restricted cash | 1,000 | 1,500 |
Total cash, cash equivalents and restricted cash | 64,215 | 47,874 |
Non-cash investing and financing activities: | ||
Fair value of Project Warrants and Collaboration Warrants recognized in equity | 19 | 9,759 |
Capital expenditures incurred but not yet paid | $ 0 | $ 282 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Note 1—Organization and Basis of Presentation Background Heliogen, Inc. and its subsidiaries (collectively, “Heliogen” or the “Company”), is involved in the development and commercialization of next-generation concentrated solar energy. We are developing a modular, artificial intelligence (“AI”)-enabled, concentrated solar energy plant that will use an array of mirrors to reflect sunlight and capture, concentrate, store and convert it into cost-effective energy on demand. Unless otherwise indicated or the context requires otherwise, references in our consolidated financial statements to “we,” “us,” or “our” and similar expressions refer to Heliogen. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of Heliogen and the subsidiaries it controls. All material intercompany balances are eliminated in consolidation. Certain immaterial prior period amounts have been reclassified to conform to current period presentation. Such changes did not have a material impact on our financial position or results of operations. Reverse Stock Split On August 31, 2023, the Company effected a 1-for-35 reverse stock split of the Company’s common stock. As a result of the reverse stock split, every 35 shares of the Company’s issued and outstanding common stock as of 5:00 p.m. (Eastern Time) on August 31, 2023 was automatically combined into one issued and outstanding share of common stock, with no change in par value per share. No fractional shares of common stock were issued as a result of the reverse stock split. Any fractional shares in connection with the reverse stock split were rounded down to the nearest whole share and cash payments were made to the stockholders. The reverse stock split had no impact on the number of shares of common stock or preferred stock that the Company is authorized to issue pursuant to its certificate of incorporation. Proportional adjustments were made to the number of shares of common stock issuable upon exercise or conversion of the Company's equity awards and warrants, as well as the applicable exercise price. All share and per share information included in this Annual Report on Form 10-K has been retroactively adjusted to reflect the impact of the reverse stock split. Liquidity and Going Concern These financial statements have been prepared assuming the Company will continue as a going concern. This basis of accounting contemplates continuity of operations, realization of assets and satisfaction of liabilities and commitments in the normal course of business. These financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. As of December 31, 2023, the Company had liquidity of $75.1 million, consisting of $62.7 million of cash and cash equivalents and $12.4 million of investments and no debt. During the year ended December 31, 2023, the Company incurred a net loss of $129.6 million and used cash in operations of $71.6 million. The Company expects to continue to generate operating losses and have significant cash outflows from operating activities for at least the next few years. Based on these factors, the Company anticipates that it may not have sufficient resources to fund its cash obligations for the next 12 months after the issuance date of the consolidated financial statements, which raises substantial doubt about the Company’s ability to continue as a going concern. The Company has evaluated the conditions discussed above and is taking various steps in an effort, to alleviate them. The Company is exploring various cost saving opportunities and intends to continue seeking opportunities to generate additional revenue through its commercialization of engineering services. The Company, has also engaged a financial advisor and is actively assessing various avenues to secure additional capital, including, but not limited to, the issuance of debt, equity or both. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Emerging Growth Company |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2—Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and the accompanying notes. On an ongoing basis, we evaluate our estimates, including those related to inputs used to recognize revenue over time, accounting for income taxes, fair values of share-based compensation, inventory valuation, lease liabilities, warrant liabilities, contingent consideration, goodwill impairments and long-lived asset impairments. Despite our intention to establish accurate estimates and reasonable assumptions, actual results could differ materially from such estimates and assumptions. Segments The Company operates as one operating segment. The Company’s chief executive officer, who is the chief operating decision maker, reviews financial information on a consolidated basis for the purposes of allocating resources and assessing performance. Cash and Cash Equivalents We consider highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. As of December 31, 2023 and 2022, our cash and cash equivalents balances were $62.7 million and $45.7 million, respectively. As of December 31, 2023, our restricted cash balance, including the long-term portion, was $1.5 million and was comprised of a standby letter of credit issued in relation to the lease for our Long Beach, California facility. As of December 31, 2022, our restricted cash balance, including the long-term portion, was $2.2 million and was comprised of a standby letter of credit issued in relation to the lease for our Long Beach, California facility and a commercial letter of credit used to pay a supplier as certain conditions are met. Investments We classify investments in fixed maturity securities at the acquisition date and reevaluate the classification at each balance sheet date. Held-to-maturity investments are carried at amortized cost, reflecting the ability and intent to hold the securities to maturity. Trading investments are securities acquired with the intent to sell in the near term and are carried at fair value with changes in fair value reported in earnings. All other fixed maturity securities are classified as available-for-sale and are carried at fair value with net unrealized gains or losses related to non-credit factors reported as a component of accumulated other comprehensive income. As of December 31, 2023 and 2022, all investments in fixed maturities were classified as available-for-sale. The difference between the original cost and maturity value of a fixed maturity security is amortized to earnings using the interest method. As of December 31, 2023 and 2022, interest receivable on our available-for-sale securities was $0.1 million and $0.1 million, respectively, and is included in receivables The primary objectives of our investment portfolio are to maintain the safety of our invested capital, provide prudent levels of liquidity to accommodate operational and capital needs and maintain an acceptable level of risk. These risks include credit risk, interest rate risk and concentration risk, which are mitigated through the use of various well-established financial institutions as well as an investments portfolio consisting of very liquid and high credit quality instruments. The Company reviews its available-for-sale securities portfolio for impairment and determines if impairment is due to credit losses or other reasons. In making the assessment of whether a loss is from credit or other factors, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency and adverse conditions related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows is less than the amortized cost basis, a credit loss exists and an allowance is created, limited by the amount that the fair value is less than the amortized cost basis. Subsequent activity related to the credit loss component (e.g. write-offs, recoveries) is recognized as part of the allowance for credit losses on available-for-sale securities. Accounts Receivable We record accounts receivable based on contracted prices when we obtain an unconditional right to payment under the terms of our customer contracts or government grants. The carrying value of such receivables, net of the allowance for credit losses, represents the estimated net realizable value. Payment terms for receivables from customers are generally due upon demand or within 30 days. As a practical expedient, we do not adjust the promised amount of consideration for the effects of a significant financing component when we expect, at contract inception, that the period between our transfer of a promised product or service to a customer and when the customer pays for that product or service will be one year or less. We typically do not include extended payment terms in our contracts with customers. Allowance for Credit Losses The allowance for credit losses is a valuation account that is deducted from a financial asset’s amortized cost to present the net amount we expect to collect from such asset. We estimate allowances for credit losses using relevant available information from both internal and external sources. We monitor the estimated credit losses associated with our trade accounts receivable and unbilled accounts receivable based primarily on our collection history and the delinquency status of amounts owed to us, which we determine based on the aging of such receivables. Such methods and estimates are adjusted, as appropriate, for relevant past events, current conditions and reasonable and supportable forecasts. We recognize write-offs within the allowance for credit losses when cash receipts associated with our financial assets are deemed uncollectible. As of December 31, 2023, we had $0.2 million of allowance for credit losses for trade receivables associated with our projects in Germany. We did not have any allowances for credit losses as of December 31, 2022. We consider governmental grant receivables to be fully collectible and accordingly, no allowance for credit loss balance has been established. If amounts become uncollectible, they are charged to operations. Inventories Inventories consist primarily of raw materials, work in progress and finished goods. Inventories are stated at the lower of cost or net realizable value. Provisions are made to reduce obsolete inventories for excess quantities to their estimated net realizable values based on future demand, market conditions and valuation. Refer to Note 7—Inventories for additional information. Property, Plant and Equipment We report our property, plant and equipment at cost, less accumulated depreciation and any impairment losses. Cost includes the price paid to acquire or construct the assets, required installation costs, interest capitalized during the construction period and any expenditures that substantially add to the value of or substantially extend the useful life of the assets. We capitalize costs related to computer software obtained or developed for internal use, which generally includes enterprise-level business and finance software that we customize to meet our specific operational requirements. We expense repair and maintenance costs at the time we incur them. We begin depreciation for our property, plant and equipment when the assets are placed in service. We consider such assets to be placed in service when they are both in the location and condition for their intended use. We compute depreciation expense using the straight-line method over the estimated useful lives of assets. We depreciate leasehold improvements over the shorter of their estimated useful lives or the remaining term of the lease. The estimated useful life of an asset is reassessed whenever applicable facts and circumstances indicate a change in the estimated useful life of such asset has occurred. Refer to Note 8—Property, Plant & Equipment for additional information. Impairment of Long-lived Assets We assess long-lived assets classified as “held and used,” including our property, plant and equipment and finite-lived intangibles, for impairment whenever events or changes in circumstances arise, including consideration of technological obsolescence, that may indicate that the carrying amount of such assets may not be recoverable. For purposes of recognition and measurement of an impairment loss, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. When impairment indicators are present, we compare undiscounted future cash flows, including the eventual disposition of the asset group at market value, to the asset group’s carrying value to determine if the asset group is recoverable. If the carrying value of the asset group exceeds the undiscounted future cash flows, we measure any impairment by comparing the fair value of the asset group to its carrying value. Fair value is generally determined by considering (i) internally developed discounted cash flows for the asset group, (ii) third-party valuations, and/or (iii) information available regarding the current market value for such assets. If the fair value of an asset group is determined to be less than its carrying value, an impairment in the amount of the difference is recorded in the period that the impairment indicator occurs. Estimating future cash flows requires significant judgment and such projections may vary from the cash flows eventually realized. Refer to Note 15—Impairment Charges for additional information. We consider a long-lived asset to be abandoned after we have ceased use of the asset and we have no intent to use or repurpose it in the future. Abandoned long-lived assets are recorded at their salvage value, if any. Leases At inception, we determine whether an arrangement is a lease and the appropriate classification as an operating or finance lease. When a lease is identified, a right-of-use asset and the corresponding lease liability are recognized upon commencement of the lease term based on the present value of the lease payments not yet paid, discounted using our incremental borrowing rate, in the event that the implicit rate is not available. The right-of-use asset is also adjusted for prepayments and initial direct costs. Our leases may contain renewal options that are exercisable at our discretion. At the commencement date of a lease, we include in the lease term any periods covered by a renewal option, to the extent we are reasonably certain to exercise such options. Leases with an initial term of one year or less are considered short-term leases and are not recognized as lease assets and liabilities. Right-of-use assets are assessed periodically for impairment if events or circumstances occur that indicate the carrying amount of the asset may not be recoverable. We recognize operating lease costs on a straight-line basis over the lease term, and any variable lease costs are recognized in the period in which they are incurred. We do not separate lease and nonlease components of a contract. Goodwill Goodwill represents the excess of the purchase price over the estimated fair value of net tangible and identifiable intangible assets acquired in business combinations. Goodwill is not amortized but is evaluated for impairment at the reporting unit level. The Company determined it has one reporting unit as of December 31, 2023 and 2022, which is the same as its single operating segment. The Company performs its goodwill impairment evaluation at least annually, as of October 1, or more frequently if events or changes in circumstances indicate that it is more likely than not that the fair value of the Company’s reporting unit is less than its carrying value. The Company may first apply a qualitative assessment to determine if it is more likely than not that goodwill is impaired. If the qualitative assessment indicates that it is more likely than not that impairment exists, or if the Company chooses to bypass the assessment, a quantitative assessment is performed, which involves comparing the fair value of the reporting unit to its carrying value, including goodwill. If the carrying value of the reporting unit exceeds its estimated fair value, the Company would record an impairment loss equal to the excess. Refer to Note 9—Goodwill and Intangible Assets and Note 15—Impairment Charges for additional information. Intangible Assets Finite-lived intangible assets purchased in a business combination are recorded at fair value and amortized over their estimated useful lives. Refer to Note 9—Goodwill and Intangible Assets for additional information. Cloud Computing Arrangements Implementation costs incurred in cloud computing hosting arrangements that are service contracts are capitalized. These costs include external direct costs for materials and services. Software maintenance and training costs are expensed in the period in which they are incurred. The capitalized implementation costs are included in other long-term assets on our consolidated balance sheets and are amortized using the straight-line method over the term of the cloud computing hosting arrangement, including reasonably certain renewals, beginning when the module or component of the hosting arrangement is ready for its intended use. Cash payments for capitalized implementation costs are classified as cash outflows from operating activities. During the years ended December 31, 2023 and 2022, we capitalized cloud computing implementation costs for enterprise resource planning systems of $1.1 million and $0.7 million, respectively. Amortization expense related to capitalized cloud computing implementation costs was $0.8 million and $0.6 million for the years ended December 31, 2023 and 2022, respectively, and is included in selling, general and administrative (“SG&A”) expense on our consolidated statements of operations. During the fourth quarter of 2023, we recorded an impairment of $1.5 million to fully impair the remaining book value of our cloud computing implementation costs, included in impairment charges on our consolidated statements of operations. Refer to Note 15—Impairment Charges for additional information. Revenue Recognition Our revenue is derived from services revenue and grant revenue. Our services revenue is derived from contracts with customers and our grant revenue is derived from government grants. Services Revenue Our contracts with customers may include multiple promised goods and services. In such cases, we identify performance obligations by evaluating whether the promised goods and services are capable of being distinct within the context of the contract at contract inception. Promised goods and services that are not distinct at contract inception are combined. Once we identify the performance obligations, we determine a transaction price based on contractual amounts and an estimate of variable consideration. We allocate the transaction price to each performance obligation based on the relative stand-alone selling price (“SSP”) maximizing the use of observable inputs. Judgment is exercised to determine the SSP of each distinct performance obligation. Our services revenue is further disaggregated into project revenue and engineering revenue, which are discussed in more detail below. Project Revenue. We recognize project revenue over time as work is performed using the incurred costs method, which we believe is the method that most accurately reflects our progress toward satisfaction of the performance obligation. Under this method, project revenue arising from fixed-price contracts is recognized as work is performed based on the ratio of costs incurred to date compared to the total estimated costs at completion of the performance obligations. Contract Estimates. Incurred costs include all direct material, labor and subcontractor costs, and those indirect costs related to contract performance, such as indirect labor, supplies and tools. Other costs for inventoried items, such as heliostats, are included in incurred costs when the item has been installed by being permanently attached or fitted. Cost-based input methods of revenue recognition require us to make estimates of net contract revenues and costs to complete the projects. In making such estimates, significant judgment is required to evaluate assumptions related to the amount of net contract revenues, including the impact of any performance incentives, liquidated damages and other payments to customers. Significant judgment is also required to evaluate assumptions related to the costs to complete the projects, including materials, labor, contingencies and other system costs. If a change in facts or circumstances occurs, the estimates will be adjusted, and the revenue recognized to date will be adjusted based on the revised estimates. Differences between the cumulative revenue recognized based on the previous estimates and the revenue recognized based on the revised estimates are recognized as an adjustment to revenue in the period in which the change in estimate occurs under the cumulative catch-up method. If the estimated total costs on any contract are greater than the net contract revenues, we recognize the entire estimated loss in the period the loss becomes known and present such losses as contract loss provisions. Following recognition of contract loss provisions, we amortize the loss recognized in future periods as a reduction to cost of revenues using a similar method of measuring progress for each contract as done for revenue being recognized. We recognize changes in estimated contract revenue or total estimated costs and the resulting adjustment in the contract loss provision on a cumulative basis. Engineering Services Revenue. We recognize engineering services revenue over time as customers receive and consume the benefit of such services. Engineering service contracts with customers can be short-term or span several years and present amounts due to the Company for providing engineering, research and development (“R&D”), or other similar services in our field of expertise. Contract Assets and Liabilities. Billing practices are governed by the contract terms of each project based upon costs incurred, achievement of milestones or predetermined schedules. Billings do not necessarily correlate with revenue recognized over time using the incurred costs method. Contract assets include unbilled amounts typically resulting from revenue under long-term contracts when the incurred costs method of revenue recognition is utilized and revenue recognized exceeds the amount billed to the customer. Contract liabilities consist of deferred revenue for advance payments and billings in excess of revenue recognized. When we receive consideration, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a sales contract, we record deferred revenue, which represents a contract liability. As a practical expedient, we do not adjust the consideration in a contract for the effects of a significant financing component when we expect, at contract inception, that the period between a customer’s advance payment and our transfer of a promised product or service to the customer will be one year or less. Additionally, we do not adjust the consideration in a contract for the effects of a significant financing component when the consideration is received as a form of performance security. Government Grants We assess government contracts received, including cost reimbursement agreements, to determine if the agreement should be accounted for as an exchange transaction or a grant. An agreement is accounted for as a grant if the resource provider does not receive commensurate value in return for the assets transferred. As there is no authoritative guidance under GAAP for accounting for grants to for-profit business entities, the Company accounts for the grants by analogy to International Accounting Standard 20, Accounting for Government Grants and Disclosure of Government Assistance. Additionally, a government grant is recognized only when there is reasonable assurance that (1) the entity will comply with any conditions attached to the grant and (2) the grant will be received. Funds to be received under the Company’s government grants are presented as grant revenue. The related reimbursable expenses are expensed as incurred and presented separately as cost of grant revenue. Refer to Note 3—Revenue for additional information. Research and Development We incur R&D costs during the process of researching and developing new products and enhancing our existing products, technologies and manufacturing processes. Our R&D costs consist primarily of employee compensation, materials and outside services. We expense these costs as incurred until the resulting product has been completed, tested and made ready for commercial scale-up. Reorganization Costs We recognize reorganization costs for one-time termination benefits, including severance payments, outplacement job training, counseling and other termination benefits, at fair value at the communication date if no future service is required. Reorganization costs for one-time termination benefits in which the employee is required to render service until termination in order to receive the benefits are recognized ratably over the future service period. In February 2023, the Company initiated a strategic plan to respond to market feedback, streamline our operations, and improve our financial condition. As a result, during the year ended December 31, 2023, we recorded reorganization costs of $1.2 million, included in SG&A expense on our consolidated statements of operations, related to employee severance and related benefits. We did not record any reorganization costs during the year ended December 31, 2022. Share-based Compensation We recognize share-based compensation expense for the estimated fair value of equity awards issued as compensation to individuals over the requisite service period, which generally ranges from six months to four years. We account for forfeitures as they occur. Accordingly, in the absence of a modification, if an individual’s continuous service is terminated, all previously unvested awards granted to such individual are forfeited, which results in a benefit to share-based compensation expense in the period of termination equal to the cumulative expense recorded through the termination date for the unvested awards. For employee stock awards with graded vesting schedules and only services conditions, we recognize share-based compensation expense on a straight-line basis over the total requisite service period of the award, ensuring that cumulative recorded share-based compensation expense equals the grant date fair value of vested awards at each period-end. For modifications of share-based payment awards, we record the incremental fair value of the modified award as share-based compensation on the date of modification for vested awards or over the remaining vesting period for unvested awards. The incremental compensation is the excess of the fair value of the modified award on the date of modification over the fair value of the original award immediately before the modification. In addition, we record the remaining unrecognized compensation cost for the original cost of the award on the modification date over the remaining vesting period for unvested awards. Commitments and Contingencies We record liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. Although we cannot predict the outcome of legal or other proceedings with certainty, when it is probable that a loss has been incurred and the amount is reasonably estimable, GAAP requires us to accrue an estimate of the probable loss or range of loss or make a statement that such an estimate cannot be made. Income Taxes We use the asset and liability method to account for income taxes whereby we calculate deferred tax assets or liabilities using the enacted tax rates and tax law applicable to when any temporary differences are expected to reverse. We establish valuation allowances, when necessary, to reduce deferred tax assets to the extent it is more likely than not that such deferred tax assets will not be realized. Income tax expense includes (i) deferred tax expense, which generally represents the net change in deferred tax assets or liabilities during the year plus any change in valuation allowances and (ii) current tax expense, which represents the amount of tax currently payable to or receivable from taxing authorities. We only recognize tax benefits related to uncertain tax positions that are more likely than not of being sustained upon examination. For those positions that satisfy such recognition criteria, the amount of tax benefit that we recognize is the largest amount of tax benefit that is more likely than not of being sustained on ultimate settlement of the uncertain tax position. The Company’s policy is to recognize interest and penalties related to uncertain tax positions, if any, in the income tax provision. Fair Value Measurements We measure certain assets and liabilities at fair value, which is defined as the price that would be received from the sale of an asset or paid to transfer a liability (i.e., an exit price) on the measurement date in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. Our fair value measurements use the following hierarchy, which prioritizes valuation inputs based on the extent to which the inputs are observable in the market. • Level 1 — Valuations based on unadjusted quoted prices from active markets for identical assets or liabilities. • Level 2 — Valuations in which significant inputs are observable either directly or indirectly — other than Level 1 inputs. • Level 3 — Valuations in which significant inputs are unobservable. Recent Accounting Pronouncements In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Taxes Disclosures (“ASU 2023-09”), which requires greater disaggregation of income tax disclosures to increase transparency and usefulness. The new standard requires additional information to be disclosed with respect to the income tax rate reconciliation, disaggregation of income taxes paid and modifying other income tax-related disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted on a prospective or retrospective basis. The Company is currently evaluating the impact of this guidance on the Company’s consolidated financial statements and related disclosures. In November 2023, the FASB issued ASU 2023-07, Segments Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires companies to enhance the disclosures about segment expenses. The new standard will require the disclosure of significant segment expenses on an annual and interim basis, will provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this guidance on the Company’s consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , which eliminates the second step of the previous two-step quantitative test of goodwill impairment. Under the new guidance, the quantitative test consists of a single step in which the carrying amount of the reporting unit is compared to its fair value. An impairment charge would be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the amount of the impairment would be limited to the total amount of goodwill allocated to the reporting unit. The guidance does not affect the existing option to perform the qualitative assessment for a reporting unit to determine whether the quantitative impairment test is necessary. The new guidance was effective for smaller reporting companies for fiscal years beginning after December 15, 2022. The Company adopted this guidance on January 1, 2023 and it did not have a material impact on the Company’s consolidated financial statements. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 3—Revenue Disaggregated Revenue The following table provides information about disaggregated revenue: Year Ended December 31, $ in thousands 2023 2022 Project revenue $ 300 $ 6,155 Engineering services revenue 588 364 Total services revenue 888 6,519 Grant revenue 3,557 7,232 Total revenue $ 4,445 $ 13,751 Services Revenue Project revenue consists of amounts recognized under contracts with customers for the development, construction and delivery of commercial-scale concentrated solar energy facilities. The Company’s recognized project revenue is associated with a commercial-scale demonstration agreement (“CSDA”) executed with Woodside Energy (USA) Inc. (“Woodside”) in March 2022 for the engineering, procurement and construction of a new 5 MWe concentrated solar energy facility to be built in Mojave, California (the “Capella Project”) for the customer’s use in research, development and testing. Pursuant to the CSDA, Woodside will pay up to $50.0 million to us to complete the Capella Project. The total transaction price for the CSDA is $45.5 million reflecting a reduction in contract price for the fair value of the Project Warrants (defined and discussed further in Note 4—Warrants— Project Warrants ) granted to Woodside in connection with the CSDA. Engineering services revenue consists of amounts recognized under contracts with customers for the provision of engineering, R&D, or other similar services in our field of expertise. The Company’s recognized engineering services revenue is associated with engineering studies and our projects in Germany. Services revenue recognized during the years ended December 31, 2023 and 2022 includes non-governmental customers in the United States (“U.S.”) and Europe. Grant Revenue In October 2021, the Company received an award from the U.S. Department of Energy (the “DOE”) of $39.0 million (the “DOE Award”), of which $3.9 million will be paid directly by the DOE to another party providing services under the DOE Award at the Company’s direction. Under the DOE Award, the Company will apply up to $35.1 million in funds received under the DOE Award pursuant to budget periods defined in the DOE Award as reimbursement for costs incurred in completing the tasks specified in the DOE Award that are part of the Capella Project. Management has evaluated the recapture provisions of the DOE Award and concluded that it is not probable that the recapture provisions will be triggered. The Company and the DOE have the ability to terminate the DOE Award for convenience. Under such a termination, the Company will be permitted to seek reimbursement of valid costs incurred, including permitted indirect costs, through the date of termination. During the years ended December 31, 2023 and 2022, the Company recognized grant revenue under the Company’s DOE Award of $3.5 million and $5.6 million, respectively, related to costs incurred during such periods that are reimbursable under the DOE Award. In response to the Coronavirus Disease 2019 pandemic, Congress passed the Coronavirus Aid, Relief and Economic Security Act which, among other provisions, provides for an Employee Retention Credit (“ERC”) against applicable employment taxes, if certain criteria are met. During the years ended December 31, 2023 and 2022, we recognized $41 thousand and $1.6 million, respectively, related to the ERC included in grant revenue on our consolidated statements of operations. Contract Estimates In the fourth quarter of 2023, the Company adjusted its Capella Project estimate after completing the front-end engineering design phase. Our current cost estimates for the Capella Project are subject to further refinement as we continue value engineering, exploring additional cost savings opportunities and continue to negotiate an executable engineering, procurement and construction (“EPC”) contract. In January 2024, the Company and Woodside executed a change order to the CSDA, which was accounted for as a recognized subsequent event for the year ended December 31, 2023, that extends the expected completion date for the Capella Project in order to provide the Company more time to explore additional cost saving and funding opportunities. As a result, the actual cost for the Capella Project could vary from our current estimate. During the year ended December 31, 2023, the Company recorded an unfavorable cumulative adjustment to project revenue of $3.4 million, as a result of the adjustment to the Capella Project estimate. The Company did not have any adjustments to its contract estimates during the year ended December 31, 2022. During the year ended December 31, 2023, we recognized a total provision for contract losses of $52.9 million, primarily associated with the change in estimate for the Capella Project. During the year ended December 31, 2022, we recognized a total provision for contract losses of $33.8 million, primarily associated with the Capella Project. We amortized $6.0 million and $5.7 million during the years ended December 31, 2023 and 2022, respectively, of the previously recognized contract loss provisions as a reduction to cost of services revenue incurred during the periods based on percentages of completion. Performance Obligations Revenue recognized under contracts with customers, which excludes amounts to be received from government grants, relates solely to the performance obligations satisfied during the years ended December 31, 2023 and 2022 with no revenue recognized from performance obligations satisfied in prior periods. As of December 31, 2023, we had approximately $38.2 million of transaction prices allocated to remaining performance obligations from our customer contracts. Based on our current forecast, we expect to recognize approximately 16% of the remaining transaction prices as revenue over the next 12 months and the remainder to be recognized thereafter through 2027. Receivables Receivables consisted of the following: December 31, $ in thousands 2023 2022 Trade receivables $ 954 $ 1,119 Grant receivables: Unbilled 3,623 5,610 Other grant receivables — 1,578 Total grant receivables 3,623 7,188 Contract assets — 560 Other receivables 309 328 Total receivables 4,886 9,195 Allowance for credit losses (207) — Total receivables, net $ 4,679 $ 9,195 Contract Assets and Liabilities The following table outlines the activity related to contract assets, which is included in total receivables on our consolidated balance sheets: $ in thousands Balance as of December 31, 2021 $ 1,195 Additions to unbilled receivables 364 Amounts billed to customers (972) Foreign currency translation adjustments (27) Balance as of December 31, 2022 $ 560 Additions to unbilled receivables 177 Amounts billed to customers (762) Foreign currency translation adjustments 25 Balance as of December 31, 2023 $ — The following table outlines the activity related to contract liabilities: $ in thousands Balance as of December 31, 2021 $ 513 Payments received in advance of performance 17,100 Revenue recognized (6,519) Recognition of consideration payable associated with Project Warrants (707) Other (39) Balance as of December 31, 2022 $ 10,348 Payments received in advance of performance 6,960 Revenue recognized (300) Recognition of consideration payable associated with Project Warrants (19) Other 19 Balance as of December 31, 2023 $ 17,008 During the year ended December 31, 2023, we recognized revenue of $0.3 million that was included in contract liabilities as of December 31, 2022. Customer Concentrations For the years ended December 31, 2023 and 2022, one and two customers, including governmental entities, respectively, each comprised greater than 10% of our total revenue and collectively represented 80% and 97%, respectively, of our total revenue. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Warrants | Note 4—Warrants Public Warrants and Private Warrants The Company’s warrant liabilities as of December 31, 2023 include public warrants (the “Public Warrants”) and private placement warrants (the “Private Warrants,” and together with the Public Warrants, the “Public and Private Warrants”). The Public Warrants and Private Warrants permit warrant holders to purchase in the aggregate 238,095 shares and 6,667 shares, respectively, of the Company’s common stock at an exercise price of $402.50 per share. The Public and Private Warrants became exercisable on March 18, 2022 and expire on December 30, 2026, or earlier upon redemption or liquidation. The Company has the ability to redeem outstanding Public Warrants prior to their expiration, at a price of $0.35 per warrant, provided that the last reported sales price of the Company’s common stock equals or exceeds $630.00 per share for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the notice date of redemption. In addition, the Company has the ability to redeem all, but not less than all, of the outstanding Public and Private Warrants prior to their expiration, at a price of $3.50 per warrant if the last reported sales price of the Company’s common stock equals or exceeds $350.00 on the trading day prior to the date of the notice. The Company evaluated the Public and Private Warrants and concluded that a provision in the underlying warrant agreement dated March 16, 2021, by and between Athena Technology Acquisition Corp. and Continental Stock Transfer & Trust Company, related to certain tender or exchange offers precludes the Public and Private Warrants from being accounted for as components of equity. As both the Public and Private Warrants meet the definition of a derivative, they are recorded as liabilities on the consolidated balance sheets and measured at fair value at each reporting date, with the change in fair value included in gain (loss) on warrant remeasurement on the consolidated statements of operations. Project Warrants In connection with the execution of the CSDA with Woodside in March 2022, the Company issued warrants permitting Woodside to purchase 26,068 shares of the Company’s common stock at an exercise price of $0.35 per share (the “Project Warrants”). The Project Warrants expire upon the earlier of a change in control of the Company or March 28, 2027 and vest pro rata with certain payments required to be made by Woodside under the CSDA. The fair value of the Project Warrants upon issuance was $173.60 per warrant based on the closing price of the Company’s common stock on March 28, 2022, less the exercise price. The Project Warrants were determined to be consideration payable to a customer and are equity-classified pursuant to the guidance in Accounting Standards Codifications (“ASC”) 718, Compensation — Stock Compensation (“ASC 718”). The total transaction price associated with the CSDA was reduced by $4.5 million, which represented the total consideration payable to Woodside for the Project Warrants upon issuance in March 2022 and the Company recognized $0.2 million as an increase to additional paid-in capital related to the Project Warrants to reflect the attribution of the Project Warrants’ fair value in a manner similar to revenue recognized under the CSDA. During the years ended December 31, 2023 and 2022, $19 thousand and $0.7 million, respectively, was recognized as additional paid-in capital related to the vesting of Project Warrants. As of December 31, 2023, vested Project Warrants were exercisable for 18,807 shares of the Company’s common stock. Collaboration Warrants In connection with the execution of a collaboration agreement (the “Collaboration Agreement”) with Woodside in March 2022, the Company issued warrants permitting Woodside to purchase 104,275 shares of the Company’s common stock at an exercise price of $0.35 per share (the “Collaboration Warrants”). Under the Collaboration Agreement, Woodside will assist us in defining product offerings that use our modular technology for potential customers. The Collaboration Warrants expire upon the earlier of a change in control of the Company or March 28, 2027. Of these warrants, (i) half of the warrants vested immediately upon execution of the Collaboration Agreement, to purchase 52,138 shares of the Company’s common stock and (ii) the remaining warrants will vest based on certain specified performance goals under the Collaboration Agreement. The fair value of the Collaboration Warrants upon issuance was $173.60 per warrant based on the closing price of the Company’s common stock on March 28, 2022, less the exercise price. The Collaboration Warrants were determined to be consideration payable to a customer or non-employee under ASC 718 and are recorded as equity on the consolidated balance sheets. The related expense is being recognized ratably as SG&A expense for marketing services to be provided over the estimated service period. The Company recognized SG&A expense, related to the vesting of the Collaboration Warrants, of $2.0 million and $1.8 million during the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, the remaining estimated vesting period is approximately 3.3 years. During the fourth quarter of 2023, we recorded an impairment of $5.3 million to fully impair the remaining book value of our Collaboration Warrants, included in impairment charges on our consolidated statements of operations. Refer to Note 15—Impairment Charges for additional information. Additional vesting of the Collaboration Warrants as a result of a project sold to Woodside or an affiliate will be accounted for as a reduction of the contract price pursuant to ASC 606. Collaboration Warrants that vest upon sales to other customers shall be capitalized as sales commission under ASC 340-40, Other Assets and Deferred Costs—Contracts with Customers, and recognized over the life of the contract to the customer or expensed immediately if the cost is not recoverable under the contract with the customer. Vendor Warrants On April 19, 2022, the Company issued warrants to purchase 2,197 shares of the Company’s common stock, at an exercise price of $0.35 per share (the “2022 Vendor Warrants”), to a vendor as compensation for services to be performed by the vendor. The 2022 Vendor Warrants vested in 12 equal monthly installments and had a fair value upon issuance of $0.3 million. The 2022 Vendor Warrants expire on April 19, 2028. On August 14, 2023, the Company issued additional warrants to purchase 1,285 shares of the Company’s common stock at an exercise price of $0.35 per share (the “2023 Vendor Warrants,” collectively with the 2022 Vendor Warrants, the “Vendor Warrants”), to a vendor as compensation for services to be performed by the vendor. The 2023 Vendor Warrants had a fair value upon issuance of $9 thousand, based on the closing price of the Company’s common stock on August 14, 2023, less the exercise price. The 2023 Vendor Warrants expire on August 14, 2029. The Vendor Warrants were determined to be consideration payable to a non-employee under ASC 718 and are recorded as equity on the consolidated balance sheets. As of January 18, 2024, all Vendor Warrants were fully vested. Registration Rights The holders of the Project Warrants, Collaboration Warrants and Vendor Warrants are entitled to certain demand registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Note 5—Investments The following table summarizes our investments: December 31, 2023 December 31, 2022 $ in thousands Amortized Unrealized Fair Amortized Unrealized Fair Corporate bonds $ — $ — $ — $ 3,997 $ (22) $ 3,975 Commercial paper — — — 10,837 (3) 10,834 U.S. treasury bills 12,387 (1) 12,386 82,979 (284) 82,695 Total investments $ 12,387 $ (1) $ 12,386 $ 97,813 $ (309) $ 97,504 As of December 31, 2023 and 2022, all of our investments are classified as available-for-sale, have original maturities of one year or less and are disclosed as investments on our consolidated balance sheets. The cost of securities sold is based on the specific-identification method. During the year ended December 31, 2023, there were no sales of investments. During the year ended December 31, 2022, we realized losses of $0.2 million on the sale of investments, included in other income, net on our consolidated statements of operations related to $65.8 million in proceeds from the sale of investments. There were no credit losses for available-for-sale securities recognized during the years ended December 31, 2023 and 2022 and no allowance for credit losses as of December 31, 2023 and 2022. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 6—Fair Value of Financial Instruments The Company’s assets and liabilities measured at fair value on a recurring basis are summarized in the following table by fair value measurement level: December 31, $ in thousands Level 2023 2022 Assets: Investments 1 $ 12,386 $ 97,504 Liabilities: Public Warrants (1) 1 $ 97 $ 625 Private Warrants (1) 2 3 17 Contingent consideration (2) 3 — 353 ________________ (1) Included in warrant liabilities on the consolidated balance sheets. (2) Included in other long-term liabilities on the consolidated balance sheets. Private Warrants. The fair value of the Private Warrants approximates the fair value of the Public Warrants due to the existence of similar redemption provisions. As a result, the Company has determined that the fair value of the Private Warrants at a specific date would be similar to that of the Public Warrants, and thus the fair value is determined by using the closing price of the Public Warrants, which was $0.01 as of December 31, 2023. Contingent Consideration. In September 2021, Heliogen acquired HelioHeat GmbH (“HelioHeat”), a private limited liability company in Germany engaged in the development, planning and construction of renewable energy systems and components, including a novel solar receiver (the “HelioHeat Acquisition”). Part of the fair value of consideration transferred for the HelioHeat Acquisition was contingent consideration. The contingent consideration was measured at fair value using a probability-weighted discounted cash flow model utilizing estimated timing for the commissioning and required operational period of a commercial facility using the acquired particle receiver technology. The key inputs used in the valuation for the contingent consideration as of December 31, 2023 included the timing and probability of payment. The following table summarizes the activities of our Level 3 fair value measurement: ($ in thousands) Balance as of December 31, 2021 $ 2,009 Change in fair value (1) (1,656) Balance as of December 31, 2022 $ 353 Change in fair value (1) (353) Balance as of December 31, 2023 $ — ________________ (1) The changes in the fair value of the contingent consideration are included in other income, net on our consolidated statements of operations. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 7—Inventories Inventories consisted of the following: December 31, $ in thousands 2023 2022 Raw materials $ 1,870 $ 2,442 Finished goods 2,424 — Work in process 53 — Reserve for excess and obsolete inventory (2,391) — Total inventories, net $ 1,956 $ 2,442 During the year ended December 31, 2023, we recorded an inventory reserve of $2.4 million, included in cost of services revenue on our consolidated statements of operations, to adjust for excess and obsolete inventories based on current future demand. |
Property, Plant & Equipment
Property, Plant & Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant & Equipment | Note 8—Property, Plant & Equipment Major classes of property, plant and equipment, consisted of the following: Estimated Useful Lives in Years December 31, $ in thousands 2023 2022 Leasehold improvements 5 — 7 $ 3,107 $ 2,931 Computer equipment 2 — 3 2,165 2,124 Machinery, vehicles and other equipment 5 — 10 4,307 3,528 Furniture and fixtures 2 — 5 664 646 Construction in progress 125 419 Total property, plant and equipment 10,368 9,648 Accumulated depreciation (4,791) (2,577) Total property, plant and equipment, net $ 5,577 $ 7,071 Depreciation expense for property, plant and equipment was $2.1 million and $1.9 million for the years ended December 31, 2023 and 2022, respectively, and is recorded in SG&A expense with a portion allocated to cost of services revenue. During the year ended December 31, 2022, we recorded an impairment of property, plant and equipment of $3.8 million, included in impairment charges on our consolidated statements of operations. Refer to Note 15—Impairment Charges for additional information. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 9—Goodwill and Intangible Assets Goodwill The changes in the carrying amount of goodwill are as follows: $ in thousands Balance as of December 31, 2021 $ 4,204 Remeasurement period adjustments (1) (3,093) Currency translation adjustments (107) Balance as of December 31, 2022 $ 1,004 Currency translation adjustments 4 Impairment (2) (1,008) Balance as of December 31, 2023 $ — ________________ (1) Measurement period adjustment to goodwill associated with the finalization of the purchase price allocation for the HelioHeat Acquisition in the first quarter of 2022. (2) During the first quarter of 2023, the Company fully impaired goodwill related to the HelioHeat Acquisition. Refer to Note 15—Impairment Charges for additional information. Intangible Assets Intangible assets consisted of the following: December 31, 2023 December 31, 2022 $ in thousands Useful Life in Years Gross Carrying Amounts Accumulated Amortization Intangible Assets, Net Gross Carrying Amounts Accumulated Amortization and Impairment Intangible Assets, Net Acquired developed technology rights (1) 5 $ — $ — $ — $ 3,799 $ (3,799) $ — Software licenses 3 259 (188) 71 259 (103) 156 Total $ 259 $ (188) $ 71 $ 4,058 $ (3,902) $ 156 ________________ (1) Gross carrying amount for December 31, 2022 reflects currency translation adjustments of $0.4 million. Developed technology rights represent the fair value of HelioHeat’s solar receiver technology acquired in the HelioHeat Acquisition. During the year ended December 31, 2022, we recorded an impairment of intangible assets of $3.1 million associated with the acquired developed technology rights, included in impairment charges on our consolidated statements of operations. Refer to Note 15—Impairment Charges for additional information. Amortization expense related to intangible assets was $0.1 million and $0.7 million for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, intangible assets will be fully amortized through 2025. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Note 10—Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: December 31, $ in thousands 2023 2022 Payroll and other employee benefits $ 1,084 $ 811 Professional fees 1,913 729 Research, development and project costs 3,658 1,313 Inventory in-transit 29 654 Operating lease liabilities, current portion 1,792 1,570 Other accrued expenses 431 525 Total accrued expenses and other current liabilities $ 8,907 $ 5,602 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Note 11—Leases The Company has operating leases, primarily for real estate. There are no material residual value guarantees associated with any of the Company’s operating leases. Lancaster, California. On May 28, 2019, we executed a three-year lease with the City of Lancaster to build our R&D test facility (the “Lancaster Lease”). The Company has extended the Lancaster Lease to May 31, 2024 under the renewal options provided for in the Lancaster Lease. The Company is currently in negotiations with the City of Lancaster to obtain a new lease. On April 1, 2023, we executed a two-year lease with a purchase option for a site in Lancaster, California where we intend to build the “Proxima” green hydrogen project. Pasadena, California. On May 23, 2021, we executed a seven-year lease for office space in Pasadena, California (the “Pasadena Office Lease”). The Pasadena Office Lease includes a termination option under which the Company can terminate the lease for any reason and at no cost, with proper notice, at any time effective on or after May 31, 2026. A portion of the office space subject to the Pasadena Office Lease is being subleased to Idealab. Refer to Note 17—Related Party Transactions for additional information on the Idealab sublease. Long Beach, California. Effective July 27, 2021, we executed a five-year lease for manufacturing space in Long Beach, California (the “Long Beach Lease”). The Long Beach Lease includes an option for the Company to renew for an additional five years, which we anticipate utilizing. As security for the Company’s faithful performance of its obligations under the Long Beach Lease, a commercial bank issued an unconditional and irrevocable $1.5 million standby letter of credit payable to the lessor, which may be reduced after three years to $1.0 million if certain conditions are met. The standby letter of credit is valid until cancelled or matured. The terms of the letter of credit are automatically extended for a term of one year at a time unless 60 days prior to the then current expiration date, the commercial bank sends the Company a notice that the letter of credit will not be extended. The Company intends to renew the standby letter of credit through November 30, 2026, after which it is no longer required under the agreement. No amounts have been drawn under the standby letter of credit. Houston, Texas. On January 1, 2022, we executed a 26-month lease for office space in Houston, Texas (the “Houston Office Lease”) with an option for the Company to renew for an additional two years. On October 27, 2023, we executed an amendment to the Houston Office Lease. The amendment provides for an extension of 30-months to the Houston Office Lease terms commencing on March 1, 2024 and added additional office space. Plains, Texas. On October 1, 2023, we executed a ten The following table provides information on the amounts of our right-of-use assets and liabilities included on our consolidated balances sheets: December 31, $ in thousands Financial Statement Line 2023 2022 Operating lease right-of-use assets Operating lease right-of-use assets $ 13,909 $ 14,772 Operating lease liabilities, current Accrued expenses and other current liabilities 1,792 1,570 Operating lease liabilities, non-current Operating lease liabilities, net of current portion 12,878 13,921 The following table summarizes the components of lease costs: Year Ended December 31, $ in thousands 2023 2022 Operating lease cost $ 2,759 $ 2,707 Sublease income (155) (124) Total lease cost $ 2,604 $ 2,583 The Company has variable and other related lease costs which were not considered material for the years ended December 31, 2023 and 2022. The weighted-average remaining lease terms and discount rates for the Company’s operating leases were as follows: December 31, 2023 2022 Weighted-average remaining lease term (years) 7.0 7.8 Weighted-average discount rate 7.4 % 6.9 % The following table summarizes the supplemental cash flow information related to leases: Year Ended December 31, $ in thousands 2023 2022 Cash paid for amounts included in the measurement of operating lease liabilities $ 2,717 $ 2,318 Right-of-use assets obtained in exchange for new operating lease liabilities 847 201 Right-of-use asset removed upon lease termination — 306 As of December 31, 2023, the maturities of our future undiscounted cash flows associated with our operating lease liabilities were as follows: $ in thousands 2024 $ 2,793 2025 2,774 2026 2,767 2027 2,762 2028 2,333 Thereafter 5,484 Total future lease payments $ 18,913 Less: Imputed interest (4,243) Present value of future lease payments $ 14,670 |
Equity
Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Equity | Note 12—Equity Common Stock The Company is authorized to issue 500,000,000 shares of common stock, $0.0001 par value per share. As of December 31, 2023 and 2022, there were 5,946,315 and 5,511,839 shares of common stock issued and outstanding, respectively. Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock, $0.0001 par value per share. As of December 31, 2023, no shares of preferred stock have been issued. The Company’s Board of Directors (the “Board”) has the authority to issue shares of preferred stock and to determine the rights, preferences, privileges and restrictions, including voting rights, of those shares. ATM Agreement On September 13, 2023, the Company entered into a Sales Agreement with The Benchmark Company, LLC, as agent (“Benchmark”), pursuant to which the Company may, from time to time, offer and sell shares of the Company’s common stock in an at-the-market offering program through or to Benchmark as its sales agent or principal (the “ATM Agreement”). The offer and sale of the Company’s common stock will be made pursuant to the Company’s effective shelf registration statement on Form S-3. Under the ATM Agreement, the Company will pay Benchmark an aggregate commission of up to 3% of the aggregate gross proceeds of any shares of the Company’s common stock sold under the ATM Agreement in an amount of up to $40.0 million. As of December 31, 2023, no shares of common stock were sold under the ATM Agreement. On November 7, 2023, the Company received a letter from the NYSE that it had determined to commence proceedings to delist the Company’s common stock from the NYSE, and trading of the Company’s common stock was immediately suspended. The Company may not utilize the ATM Agreement while trading of its common stock is suspended or delisted from the NYSE. Stockholders Rights Plan On April 16, 2023, the Company’s Board declared a dividend of one preferred share purchase right (“Right”) for each outstanding share of the Company’s common stock to the stockholders of record as of the close of business on April 28, 2023, and adopted a limited duration stockholder rights plan, effective immediately, as set forth in the Rights Agreement, dated as of April 16, 2023 (the “Rights Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as rights agent. The Rights will be exercisable only if a person or group (an “acquiring person”) acquires or launches a tender or exchange offer to acquire beneficial ownership (which includes certain synthetic equity interests) of 12.5% or more of the Company’s outstanding common stock (20% for certain passive institutional investors as described in the Rights Agreement) without the approval of the Board. Once the Rights become exercisable, each Right will entitle its holder (other than the acquiring person, whose rights will become void) to purchase for $122.50, subject to adjustment, additional shares of our common stock having a market value of twice such exercise price. In addition, the Rights Agreement has customary flip-over and exchange features. The Rights will expire on April 17, 2024 unless the rights are earlier redeemed or exchanged by the Company. The Rights Agreement will reduce the likelihood that any entity, person or group gains control of Heliogen through open market accumulation without paying all stockholders an appropriate control premium or without providing our Board sufficient time to make informed judgments and take actions that are in the best interests of all stockholders. |
Loss per Share
Loss per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Loss per Share | Note 13—Loss per Share Basic and diluted loss per share (“EPS”) were as follows: Year Ended December 31, $ in thousands, except share and per share data 2023 2022 Numerator: Net loss $ (129,598) $ (142,000) Denominator: Weighted-average common shares outstanding 5,754,037 5,390,012 Weighted-average impact of warrants (1) 68,352 43,900 Denominator for basic EPS – weighted-average shares 5,822,389 5,433,912 Effect of dilutive securities — — Denominator for diluted EPS – weighted-average shares 5,822,389 5,433,912 EPS – Basic and Diluted $ (22.26) $ (26.13) ________________ (1) Warrants that have a $0.35 exercise price per common share are assumed to be exercised when vested because common shares issued for little consideration upon exercise are included in outstanding shares for the purposes of computing basic and diluted EPS. The following securities were excluded from the calculation of loss per share as their impact would be anti-dilutive: Year Ended December 31, 2023 2022 Stock options 204,394 891,509 Shares issuable under the employee stock purchase plan 11,371 17,145 Unvested restricted stock units 339,287 327,141 Restricted shares issued upon the early exercise of unvested stock options — 1,733 Unvested warrants 59,540 68,556 Vested warrants 244,762 244,762 |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Compensation | Note 14—Share-based Compensation On December 28, 2021, the stockholders approved the Heliogen, Inc. 2021 Equity Incentive Plan (the “2021 Plan”) and the Heliogen, Inc. 2021 Employee Stock Purchase Plan (the “2021 ESPP”). The 2021 Plan aims to incentivize employees, directors and consultants who render services to the Company through the granting of stock awards, including stock options, stock appreciation right awards, restricted stock awards, restricted stock unit (“RSU”) awards, performance awards and other stock-based awards. As of December 31, 2023, 338,032 shares of common stock were reserved for issuance under the 2021 Plan. In addition, such aggregate number of shares of common stock will automatically increase on January 1 of each year, beginning on January 1, 2022 and ending on (and including) January 31, 2031, in an amount equal to 4% of the total number of shares of the Company’s common stock outstanding on December 31 of the preceding year or a lesser number of shares determined by the Board. The aggregate number of shares of common stock that may be issued pursuant to the exercise of incentive stock options under the 2021 Plan is 1,018,642 shares. The following table summarizes our share-based compensation expense by the affected line on our consolidated statements of operations: Year Ended December 31, $ in thousands 2023 2022 Cost of services revenue $ 550 $ 1,627 Selling, general and administrative (6,464) 34,423 Research and development 750 6,811 Total share-based compensation expense $ (5,164) $ 42,861 The following table summarizes our share-based compensation expense by grant type: Year Ended December 31, $ in thousands 2023 2022 Stock options $ (11,738) $ 19,672 Restricted stock units 6,220 22,900 Employee stock purchase plan 238 75 Vendor Warrants 116 214 Total share-based compensation expense $ (5,164) $ 42,861 Stock Options We value our stock options using the Black-Scholes option pricing model, which was developed for use in estimating the fair value of stock options. Black-Scholes and other option valuation models require the input of highly subjective assumptions, including the fair value of our common stock, expected term, expected volatility, risk-free interest rate and expected dividends. The Company did not grant any stock option awards during the years ended December 31, 2023 and 2022. The following table summarizes the Company’s stock option activity: $ in thousands, except share and per share data Number of Shares Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value ($) Outstanding balance as of December 31, 2021 1,166,437 $ 83.88 8.41 Exercised (229,955) 4.93 Forfeited (43,807) 14.39 Expired (1,166) 28.63 Outstanding balance as of December 31, 2022 891,509 107.85 7.62 $ 10,725 Exercised (254,139) 4.57 Forfeited (332,585) 203.48 Expired (100,391) 250.58 Outstanding balance as of December 31, 2023 204,394 $ 12.64 5.82 $ 6 Exercisable as of December 31, 2023 163,783 $ 11.60 5.51 $ 6 The total intrinsic value of stock options exercised was $1.6 million and $29.0 million for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, the unrecognized compensation cost related to stock options was $0.7 million which is expected to be recognized over a weighted-average period of 1.3 years. During the year ended December 31, 2023, we recognized a net reduction of $12.5 million in share-based compensation expense, included in SG&A, as a result of 279,589 stock options forfeited in connection with the termination of our former Chief Executive Officer in the first quarter of 2023. Restricted Stock Units The fair value of RSU awards is measured at the fair value of the Company’s common stock on the grant date. For the years ended December 31, 2023 and 2022, we estimated the fair value of RSU awards using the closing stock price on the grant date or the modification date. The following table summarizes the Company’s RSU award activity: Number of Shares Weighted Average Grant Date Fair Value ($) Unvested as of December 31, 2021 126,831 $ 314.16 Granted 260,263 94.94 Vested (30,792) 261.73 Forfeited (29,161) 219.53 Unvested as of December 31, 2022 327,141 153.12 Granted 356,230 9.63 Vested (156,646) 109.60 Forfeited (187,438) 83.51 Unvested as of December 31, 2023 339,287 $ 58.92 The grant date fair value of vested RSU awards was $17.2 million and $8.1 million for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, the unrecognized compensation cost related to unvested RSU awards was $12.2 million which is expected to be recognized over a weighted-average period of 1.2 years. During the year ended December 31, 2022, in connection with the termination of certain former employees, we modified certain RSU awards to accelerate the vesting period, which resulted in a reduction of total incremental cost of $0.7 million. Employee Stock Purchase Plan Under the 2021 ESPP, eligible employees may elect to purchase the Company’s common stock at the end of each offering period, which will generally be six |
Impairment Charges
Impairment Charges | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Impairment Charges | Note 15—Impairment Charges Impairment charges consisted of the following: Year Ended December 31, $ in thousands 2023 2022 Property, plant and equipment $ — $ 3,779 Goodwill 1,008 — Acquired developed technology rights — 3,143 Cloud computing arrangements (1) 1,484 — Collaboration Warrants (2) 5,282 — Total impairment charges $ 7,774 $ 6,922 ________________ (1) Prior to the impairment, cloud computing arrangements were included in other long-term assets on our consolidated balance sheets. (2) Prior to the impairment, Collaboration Warrants of $1.6 million was included in prepaid and other current assets and $3.7 million was included in Collaboration Warrants, non-current on our consolidated balance sheets. As discussed in Note 1—Organization and Basis of Presentation— Liquidity and Going Concern , based on our liquidity position as of December 31, 2023 and our current forecast of operating results and cash flows, we anticipate that we may not have sufficient resources to fund our cash obligations for the next 12 months after the issuance date of the consolidated financial statements. Management concluded that these factors constituted a triggering event and as a result, we performed an impairment assessment for our long-lived assets, including right-of-use assets. While the Company continues to believe in the long-term commercial viability of our products and technology, we also believe that we will continue to incur losses for a longer period than was originally estimated and will require additional cash investment before we can generate positive cash flow. As a result, during the fourth quarter of 2023, we recorded impairments of $1.5 million to fully impair the remaining book value of our cloud computing implementation costs and $5.3 million to fully impair the remaining book value of our Collaboration Warrants. During the first quarter of 2023, we assessed our goodwill for impairment due to a sustained decrease in the Company’s market capitalization. The Company concluded that it was more likely than not that the fair value of its reporting unit was less than its carrying amount as of March 31, 2023. As a result, we fully impaired goodwill and recorded an impairment of $1.0 million during the first quarter of 2023. During the year ended December 31, 2022, we recorded an impairment of $3.8 million to property, plant and equipment related to construction in progress for certain project-related costs as management determined the project was no longer probable of being constructed. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 16—Income Taxes Provision (benefit) for income taxes consisted of the following: Year Ended December 31, $ in thousands 2023 2022 Current: State $ 1 $ 4 Deferred: Foreign — (1,020) Provision (benefit) for income taxes $ 1 $ (1,016) The domestic and foreign components of pre-tax income were as follows: Year Ended December 31, $ in thousands 2023 2022 Domestic $ (129,092) $ (136,881) Foreign (505) (6,135) Net loss before taxes $ (129,597) $ (143,016) The effective tax rate of the Company differed from the federal statutory rate as follows: Year Ended December 31, $ in thousands 2023 2022 U.S. federal statutory income tax rate $ (27,215) 21.0 % $ (30,033) 21.0 % State taxes, net of federal benefit (9,566) 7.4 % (9,125) 6.4 % Warrant liabilities remeasurement (114) 0.1 % (2,923) 2.0 % Share-based compensation (1,303) 1.0 % 4,401 (3.1) % Goodwill impairment 212 (0.2) % — — % Valuation allowance 37,751 (29.1) % 37,355 (26.1) % Other 236 (0.2) % (691) 0.5 % Provision (benefit) for income taxes $ 1 — % $ (1,016) 0.7 % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts more likely than not to be realized. The increase in the valuation allowance during the year ended December 31, 2023 was due to net increases in our net deferred tax assets. No portion of our valuation allowance was released into our income tax benefit during the year ended December 31, 2023. The components of the deferred tax assets and liabilities were as follows: December 31, $ in thousands 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 66,701 $ 44,221 Share-based compensation 3,139 3,779 Operating lease liabilities 4,399 4,628 Capitalized research and development costs 7,985 5,716 Provision for contract losses 22,452 8,221 Other 4,571 1,468 Gross deferred tax assets 109,247 68,033 Less: Valuation allowance (96,346) (58,595) Net deferred tax assets 12,901 9,438 Deferred tax liabilities: Depreciation and amortization (1,340) (1,537) Operating lease right-of-use assets (4,158) (4,419) Other (7,403) (3,482) Total deferred tax liabilities (12,901) (9,438) Net deferred income taxes $ — $ — In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Based upon the analysis of federal and state deferred tax balances, future tax projections and availability of taxable income in the carryback period, the Company recorded a valuation allowance against the federal and state deferred tax assets of $96.3 million and $58.6 million as of December 31, 2023 and 2022, respectively. As of December 31, 2023, the Company has federal net operating loss carryforwards of $218.2 million and state net operating loss carryforwards of $228.1 million. The federal and state net operating losses will expire starting with 2033 and a portion of the federal net operating losses may be carried forward indefinitely. As of December 31, 2023, the Company has foreign net operating losses carryforwards of $2.7 million, which may be carried forward indefinitely. The 2020 through 2023 tax years remain open to examination by the Internal Revenue Service and the 2019 through 2023 tax years remain open to examination by the state tax authorities. In addition, the utilization of net loss carryforwards is subject to federal and state review for the periods in which those net losses were incurred. The Company is not under audit by any taxing jurisdictions at this time. Utilization of the net operating loss and research tax credit carryforwards are subject to an annual limitation based on changes in ownership, as defined by Sections 382 and 383 of the Internal Revenue Code of 1986, as amended. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 17—Related Party Transactions Idealab Bill Gross, our former Chief Executive Officer, serves as the chairman of the board of directors of Idealab, a California Corporation (“Idealab”). Idealab, a holder of more than 5% of Heliogen’s outstanding voting stock through its wholly-owned subsidiary, Idealab Holdings, LLC, is a party to a lease with the Company and provides various administrative services through service agreements and certain other operational support. All expenses or amounts paid to Idealab pursuant to these agreements are included in SG&A expense on the consolidated statements of operations. The amounts charged to us or reimbursed by us under these agreements for the years ended December 31, 2023 and 2022 were $0.3 million and $0.5 million, respectively. In May 2021, Heliogen sub-leased a portion of its office space in Pasadena, California to Idealab. In March and May 2023, Heliogen entered into amendments to the sub-lease with Idealab. Refer to Note 11—Leases for additional information regarding our Pasadena, California office space lease. The sub-lease has an initial annual base rent of $0.2 million and contains a 3% per annum escalation clause. The sub-lease is subject to termination by either party upon six months prior written notice. Concurrently with the parties’ entering into the sub-lease agreement, Idealab and Heliogen also entered into certain property management and shared facilities staffing agreements, which provide that Heliogen pays Idealab $3 thousand per month for building management services and $13 thousand per month for shared facilities staff and services (with proportional reimbursement of salaries). Such agreements are subject to termination by either party with 90 days prior written notice. The Company recognized rental revenue of $0.2 million and $0.1 million for years ending December 31, 2023 and 2022, respectively, from Idealab included in other income, net on our consolidated statements of operations. NantG Power, LLC On March 24, 2023, Heliogen entered into an agreement with NantG Power, LLC (“NantG”), an affiliated sister-company to Nant Capital LLC, a holder of more than 5% of Heliogen’s outstanding voting stock, to provide front-end concept design and R&D engineering services. During the year ended December 31, 2023, the Company recognized $0.1 million of services revenue from NantG. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 18—Commitments and Contingencies |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of Heliogen and the subsidiaries it controls. All material intercompany balances are eliminated in consolidation. Certain immaterial prior period amounts have been reclassified to conform to current period presentation. Such changes did not have a material impact on our financial position or results of operations. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and the accompanying notes. On an ongoing basis, we evaluate our estimates, including those related to inputs used to recognize revenue over time, accounting for income taxes, fair values of share-based compensation, inventory valuation, lease liabilities, warrant liabilities, contingent consideration, goodwill impairments and long-lived asset impairments. Despite our intention to establish accurate estimates and reasonable assumptions, actual results could differ materially from such estimates and assumptions. |
Segments | Segments |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Investments | Investments We classify investments in fixed maturity securities at the acquisition date and reevaluate the classification at each balance sheet date. Held-to-maturity investments are carried at amortized cost, reflecting the ability and intent to hold the securities to maturity. Trading investments are securities acquired with the intent to sell in the near term and are carried at fair value with changes in fair value reported in earnings. All other fixed maturity securities are classified as available-for-sale and are carried at fair value with net unrealized gains or losses related to non-credit factors reported as a component of accumulated other comprehensive income. As of December 31, 2023 and 2022, all investments in fixed maturities were classified as available-for-sale. The difference between the original cost and maturity value of a fixed maturity security is amortized to earnings using the interest method. As of December 31, 2023 and 2022, interest receivable on our available-for-sale securities was $0.1 million and $0.1 million, respectively, and is included in receivables |
Accounts Receivable | Accounts Receivable We record accounts receivable based on contracted prices when we obtain an unconditional right to payment under the terms of our customer contracts or government grants. The carrying value of such receivables, net of the allowance for credit losses, represents the estimated net realizable value. Payment terms for receivables from customers are generally due upon demand or within 30 days. As a practical expedient, we do not adjust the promised amount of consideration for the effects of a significant financing component when we expect, at contract inception, that the period between our transfer of a promised product or service to a customer and when the customer pays for that product or service will be one year or less. We typically do not include extended payment terms in our contracts with customers. |
Allowance for Credit Losses | Allowance for Credit Losses The allowance for credit losses is a valuation account that is deducted from a financial asset’s amortized cost to present the net amount we expect to collect from such asset. We estimate allowances for credit losses using relevant available information from both internal and external sources. We monitor the estimated credit losses associated with our trade accounts receivable and unbilled accounts receivable based primarily on our collection history and the delinquency status of amounts owed to us, which we determine based on the aging of such receivables. Such methods and estimates are adjusted, as appropriate, for relevant past events, current conditions and reasonable and supportable forecasts. We recognize write-offs within the allowance for credit losses when cash receipts associated with our financial assets are deemed uncollectible. As of December 31, 2023, we had $0.2 million of allowance for credit losses for trade receivables associated with our projects in Germany. We did not have any allowances for credit losses as of December 31, 2022. We consider governmental grant receivables to be fully collectible and accordingly, no allowance for credit loss balance has been established. If amounts become uncollectible, they are charged to operations. |
Inventories | Inventories |
Property, Plant and Equipment | Property, Plant and Equipment We report our property, plant and equipment at cost, less accumulated depreciation and any impairment losses. Cost includes the price paid to acquire or construct the assets, required installation costs, interest capitalized during the construction period and any expenditures that substantially add to the value of or substantially extend the useful life of the assets. We capitalize costs related to computer software obtained or developed for internal use, which generally includes enterprise-level business and finance software that we customize to meet our specific operational requirements. We expense repair and maintenance costs at the time we incur them. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets We assess long-lived assets classified as “held and used,” including our property, plant and equipment and finite-lived intangibles, for impairment whenever events or changes in circumstances arise, including consideration of technological obsolescence, that may indicate that the carrying amount of such assets may not be recoverable. For purposes of recognition and measurement of an impairment loss, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. When impairment indicators are present, we compare undiscounted future cash flows, including the eventual disposition of the asset group at market value, to the asset group’s carrying value to determine if the asset group is recoverable. If the carrying value of the asset group exceeds the undiscounted future cash flows, we measure any impairment by comparing the fair value of the asset group to its carrying value. Fair value is generally determined by considering (i) internally developed discounted cash flows for the asset group, (ii) third-party valuations, and/or (iii) information available regarding the current market value for such assets. If the fair value of an asset group is determined to be less than its carrying value, an impairment in the amount of the difference is recorded in the period that the impairment indicator occurs. Estimating future cash flows requires significant judgment and such projections may vary from the cash flows eventually realized. Refer to Note 15—Impairment Charges for additional information. We consider a long-lived asset to be abandoned after we have ceased use of the asset and we have no intent to use or repurpose it in the future. Abandoned long-lived assets are recorded at their salvage value, if any. |
Leases | Leases At inception, we determine whether an arrangement is a lease and the appropriate classification as an operating or finance lease. When a lease is identified, a right-of-use asset and the corresponding lease liability are recognized upon commencement of the lease term based on the present value of the lease payments not yet paid, discounted using our incremental borrowing rate, in the event that the implicit rate is not available. The right-of-use asset is also adjusted for prepayments and initial direct costs. Our leases may contain renewal options that are exercisable at our discretion. At the commencement date of a lease, we include in the lease term any periods covered by a renewal option, to the extent we are reasonably certain to exercise such options. Leases with an initial term of one year or less are considered short-term leases and are not recognized as lease assets and liabilities. Right-of-use assets are assessed periodically for impairment if events or circumstances occur that indicate the carrying amount of the asset may not be recoverable. We recognize operating lease costs on a straight-line basis over the lease term, and any variable lease costs are recognized in the period in which they are incurred. We do not separate lease and nonlease components of a contract. |
Goodwill | Goodwill |
Intangible Assets | Intangible Assets |
Cloud Computing Arrangements | Cloud Computing Arrangements |
Revenue Recognition | Revenue Recognition Our revenue is derived from services revenue and grant revenue. Our services revenue is derived from contracts with customers and our grant revenue is derived from government grants. Services Revenue Our contracts with customers may include multiple promised goods and services. In such cases, we identify performance obligations by evaluating whether the promised goods and services are capable of being distinct within the context of the contract at contract inception. Promised goods and services that are not distinct at contract inception are combined. Once we identify the performance obligations, we determine a transaction price based on contractual amounts and an estimate of variable consideration. We allocate the transaction price to each performance obligation based on the relative stand-alone selling price (“SSP”) maximizing the use of observable inputs. Judgment is exercised to determine the SSP of each distinct performance obligation. Our services revenue is further disaggregated into project revenue and engineering revenue, which are discussed in more detail below. Project Revenue. We recognize project revenue over time as work is performed using the incurred costs method, which we believe is the method that most accurately reflects our progress toward satisfaction of the performance obligation. Under this method, project revenue arising from fixed-price contracts is recognized as work is performed based on the ratio of costs incurred to date compared to the total estimated costs at completion of the performance obligations. Contract Estimates. Incurred costs include all direct material, labor and subcontractor costs, and those indirect costs related to contract performance, such as indirect labor, supplies and tools. Other costs for inventoried items, such as heliostats, are included in incurred costs when the item has been installed by being permanently attached or fitted. Cost-based input methods of revenue recognition require us to make estimates of net contract revenues and costs to complete the projects. In making such estimates, significant judgment is required to evaluate assumptions related to the amount of net contract revenues, including the impact of any performance incentives, liquidated damages and other payments to customers. Significant judgment is also required to evaluate assumptions related to the costs to complete the projects, including materials, labor, contingencies and other system costs. If a change in facts or circumstances occurs, the estimates will be adjusted, and the revenue recognized to date will be adjusted based on the revised estimates. Differences between the cumulative revenue recognized based on the previous estimates and the revenue recognized based on the revised estimates are recognized as an adjustment to revenue in the period in which the change in estimate occurs under the cumulative catch-up method. If the estimated total costs on any contract are greater than the net contract revenues, we recognize the entire estimated loss in the period the loss becomes known and present such losses as contract loss provisions. Following recognition of contract loss provisions, we amortize the loss recognized in future periods as a reduction to cost of revenues using a similar method of measuring progress for each contract as done for revenue being recognized. We recognize changes in estimated contract revenue or total estimated costs and the resulting adjustment in the contract loss provision on a cumulative basis. Engineering Services Revenue. We recognize engineering services revenue over time as customers receive and consume the benefit of such services. Engineering service contracts with customers can be short-term or span several years and present amounts due to the Company for providing engineering, research and development (“R&D”), or other similar services in our field of expertise. Contract Assets and Liabilities. Billing practices are governed by the contract terms of each project based upon costs incurred, achievement of milestones or predetermined schedules. Billings do not necessarily correlate with revenue recognized over time using the incurred costs method. Contract assets include unbilled amounts typically resulting from revenue under long-term contracts when the incurred costs method of revenue recognition is utilized and revenue recognized exceeds the amount billed to the customer. Contract liabilities consist of deferred revenue for advance payments and billings in excess of revenue recognized. When we receive consideration, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a sales contract, we record deferred revenue, which represents a contract liability. As a practical expedient, we do not adjust the consideration in a contract for the effects of a significant financing component when we expect, at contract inception, that the period between a customer’s advance payment and our transfer of a promised product or service to the customer will be one year or less. Additionally, we do not adjust the consideration in a contract for the effects of a significant financing component when the consideration is received as a form of performance security. Government Grants We assess government contracts received, including cost reimbursement agreements, to determine if the agreement should be accounted for as an exchange transaction or a grant. An agreement is accounted for as a grant if the resource provider does not receive commensurate value in return for the assets transferred. As there is no authoritative guidance under GAAP for accounting for grants to for-profit business entities, the Company accounts for the grants by analogy to International Accounting Standard 20, Accounting for Government Grants and Disclosure of Government Assistance. Additionally, a government grant is recognized only when there is reasonable assurance that (1) the entity will comply with any conditions attached to the grant and (2) the grant will be received. |
Research and Development | Research and Development We incur R&D costs during the process of researching and developing new products and enhancing our existing products, technologies and manufacturing processes. Our R&D costs consist primarily of employee compensation, materials and outside services. We expense these costs as incurred until the resulting product has been completed, tested and made ready for commercial scale-up. |
Reorganization Cost | Reorganization Costs |
Share-based Compensation | Share-based Compensation We recognize share-based compensation expense for the estimated fair value of equity awards issued as compensation to individuals over the requisite service period, which generally ranges from six months to four years. We account for forfeitures as they occur. Accordingly, in the absence of a modification, if an individual’s continuous service is terminated, all previously unvested awards granted to such individual are forfeited, which results in a benefit to share-based compensation expense in the period of termination equal to the cumulative expense recorded through the termination date for the unvested awards. For employee stock awards with graded vesting schedules and only services conditions, we recognize share-based compensation expense on a straight-line basis over the total requisite service period of the award, ensuring that cumulative recorded share-based compensation expense equals the grant date fair value of vested awards at each period-end. |
Commitments and Contingencies | Commitments and Contingencies We record liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. Although we cannot predict the outcome of legal or other proceedings with certainty, when it is probable that a loss has been incurred and the amount is reasonably estimable, GAAP requires us to accrue an estimate of the probable loss or range of loss or make a statement that such an estimate cannot be made. |
Income Taxes | Income Taxes We use the asset and liability method to account for income taxes whereby we calculate deferred tax assets or liabilities using the enacted tax rates and tax law applicable to when any temporary differences are expected to reverse. We establish valuation allowances, when necessary, to reduce deferred tax assets to the extent it is more likely than not that such deferred tax assets will not be realized. Income tax expense includes (i) deferred tax expense, which generally represents the net change in deferred tax assets or liabilities during the year plus any change in valuation allowances and (ii) current tax expense, which represents the amount of tax currently payable to or receivable from taxing authorities. We only recognize tax benefits related to uncertain tax positions that are more likely than not of being sustained upon examination. For those positions that satisfy such recognition criteria, the amount of tax benefit that we recognize is the largest amount of tax benefit that is more likely than not of being sustained on ultimate settlement of the uncertain tax position. The Company’s policy is to recognize interest and penalties related to uncertain tax positions, if any, in the income tax provision. |
Fair Value Measurements | Fair Value Measurements We measure certain assets and liabilities at fair value, which is defined as the price that would be received from the sale of an asset or paid to transfer a liability (i.e., an exit price) on the measurement date in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. Our fair value measurements use the following hierarchy, which prioritizes valuation inputs based on the extent to which the inputs are observable in the market. • Level 1 — Valuations based on unadjusted quoted prices from active markets for identical assets or liabilities. • Level 2 — Valuations in which significant inputs are observable either directly or indirectly — other than Level 1 inputs. • |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Taxes Disclosures (“ASU 2023-09”), which requires greater disaggregation of income tax disclosures to increase transparency and usefulness. The new standard requires additional information to be disclosed with respect to the income tax rate reconciliation, disaggregation of income taxes paid and modifying other income tax-related disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted on a prospective or retrospective basis. The Company is currently evaluating the impact of this guidance on the Company’s consolidated financial statements and related disclosures. In November 2023, the FASB issued ASU 2023-07, Segments Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires companies to enhance the disclosures about segment expenses. The new standard will require the disclosure of significant segment expenses on an annual and interim basis, will provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this guidance on the Company’s consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , which eliminates the second step of the previous two-step quantitative test of goodwill impairment. Under the new guidance, the quantitative test consists of a single step in which the carrying amount of the reporting unit is compared to its fair value. An impairment charge would be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the amount of the impairment would be limited to the total amount of goodwill allocated to the reporting unit. The guidance does not affect the existing option to perform the qualitative assessment for a reporting unit to determine whether the quantitative impairment test is necessary. The new guidance was effective for smaller reporting companies for fiscal years beginning after December 15, 2022. The Company adopted this guidance on January 1, 2023 and it did not have a material impact on the Company’s consolidated financial statements. |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table provides information about disaggregated revenue: Year Ended December 31, $ in thousands 2023 2022 Project revenue $ 300 $ 6,155 Engineering services revenue 588 364 Total services revenue 888 6,519 Grant revenue 3,557 7,232 Total revenue $ 4,445 $ 13,751 |
Schedule of Receivable | Receivables consisted of the following: December 31, $ in thousands 2023 2022 Trade receivables $ 954 $ 1,119 Grant receivables: Unbilled 3,623 5,610 Other grant receivables — 1,578 Total grant receivables 3,623 7,188 Contract assets — 560 Other receivables 309 328 Total receivables 4,886 9,195 Allowance for credit losses (207) — Total receivables, net $ 4,679 $ 9,195 |
Schedule of Contract Assets and Liabilities | The following table outlines the activity related to contract assets, which is included in total receivables on our consolidated balance sheets: $ in thousands Balance as of December 31, 2021 $ 1,195 Additions to unbilled receivables 364 Amounts billed to customers (972) Foreign currency translation adjustments (27) Balance as of December 31, 2022 $ 560 Additions to unbilled receivables 177 Amounts billed to customers (762) Foreign currency translation adjustments 25 Balance as of December 31, 2023 $ — The following table outlines the activity related to contract liabilities: $ in thousands Balance as of December 31, 2021 $ 513 Payments received in advance of performance 17,100 Revenue recognized (6,519) Recognition of consideration payable associated with Project Warrants (707) Other (39) Balance as of December 31, 2022 $ 10,348 Payments received in advance of performance 6,960 Revenue recognized (300) Recognition of consideration payable associated with Project Warrants (19) Other 19 Balance as of December 31, 2023 $ 17,008 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Available-for-sale Securities | The following table summarizes our investments: December 31, 2023 December 31, 2022 $ in thousands Amortized Unrealized Fair Amortized Unrealized Fair Corporate bonds $ — $ — $ — $ 3,997 $ (22) $ 3,975 Commercial paper — — — 10,837 (3) 10,834 U.S. treasury bills 12,387 (1) 12,386 82,979 (284) 82,695 Total investments $ 12,387 $ (1) $ 12,386 $ 97,813 $ (309) $ 97,504 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value | The Company’s assets and liabilities measured at fair value on a recurring basis are summarized in the following table by fair value measurement level: December 31, $ in thousands Level 2023 2022 Assets: Investments 1 $ 12,386 $ 97,504 Liabilities: Public Warrants (1) 1 $ 97 $ 625 Private Warrants (1) 2 3 17 Contingent consideration (2) 3 — 353 ________________ (1) Included in warrant liabilities on the consolidated balance sheets. (2) Included in other long-term liabilities on the consolidated balance sheets. |
Reconciliation of Level 3 Fair Value Liabilities | The following table summarizes the activities of our Level 3 fair value measurement: ($ in thousands) Balance as of December 31, 2021 $ 2,009 Change in fair value (1) (1,656) Balance as of December 31, 2022 $ 353 Change in fair value (1) (353) Balance as of December 31, 2023 $ — ________________ (1) The changes in the fair value of the contingent consideration are included in other income, net on our consolidated statements of operations. |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventories consisted of the following: December 31, $ in thousands 2023 2022 Raw materials $ 1,870 $ 2,442 Finished goods 2,424 — Work in process 53 — Reserve for excess and obsolete inventory (2,391) — Total inventories, net $ 1,956 $ 2,442 |
Property, Plant & Equipment (Ta
Property, Plant & Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Major classes of property, plant and equipment, consisted of the following: Estimated Useful Lives in Years December 31, $ in thousands 2023 2022 Leasehold improvements 5 — 7 $ 3,107 $ 2,931 Computer equipment 2 — 3 2,165 2,124 Machinery, vehicles and other equipment 5 — 10 4,307 3,528 Furniture and fixtures 2 — 5 664 646 Construction in progress 125 419 Total property, plant and equipment 10,368 9,648 Accumulated depreciation (4,791) (2,577) Total property, plant and equipment, net $ 5,577 $ 7,071 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill are as follows: $ in thousands Balance as of December 31, 2021 $ 4,204 Remeasurement period adjustments (1) (3,093) Currency translation adjustments (107) Balance as of December 31, 2022 $ 1,004 Currency translation adjustments 4 Impairment (2) (1,008) Balance as of December 31, 2023 $ — ________________ (1) Measurement period adjustment to goodwill associated with the finalization of the purchase price allocation for the HelioHeat Acquisition in the first quarter of 2022. (2) During the first quarter of 2023, the Company fully impaired goodwill related to the HelioHeat Acquisition. Refer to Note 15—Impairment Charges for additional information. |
Schedule of Finite-Lived Intangible Assets | Intangible assets consisted of the following: December 31, 2023 December 31, 2022 $ in thousands Useful Life in Years Gross Carrying Amounts Accumulated Amortization Intangible Assets, Net Gross Carrying Amounts Accumulated Amortization and Impairment Intangible Assets, Net Acquired developed technology rights (1) 5 $ — $ — $ — $ 3,799 $ (3,799) $ — Software licenses 3 259 (188) 71 259 (103) 156 Total $ 259 $ (188) $ 71 $ 4,058 $ (3,902) $ 156 ________________ (1) Gross carrying amount for December 31, 2022 reflects currency translation adjustments of $0.4 million. |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses and other current liabilities consisted of the following: December 31, $ in thousands 2023 2022 Payroll and other employee benefits $ 1,084 $ 811 Professional fees 1,913 729 Research, development and project costs 3,658 1,313 Inventory in-transit 29 654 Operating lease liabilities, current portion 1,792 1,570 Other accrued expenses 431 525 Total accrued expenses and other current liabilities $ 8,907 $ 5,602 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Lease Assets and Liabilities | The following table provides information on the amounts of our right-of-use assets and liabilities included on our consolidated balances sheets: December 31, $ in thousands Financial Statement Line 2023 2022 Operating lease right-of-use assets Operating lease right-of-use assets $ 13,909 $ 14,772 Operating lease liabilities, current Accrued expenses and other current liabilities 1,792 1,570 Operating lease liabilities, non-current Operating lease liabilities, net of current portion 12,878 13,921 |
Summary of Lease Cost, Term and Discount Rate | The following table summarizes the components of lease costs: Year Ended December 31, $ in thousands 2023 2022 Operating lease cost $ 2,759 $ 2,707 Sublease income (155) (124) Total lease cost $ 2,604 $ 2,583 The weighted-average remaining lease terms and discount rates for the Company’s operating leases were as follows: December 31, 2023 2022 Weighted-average remaining lease term (years) 7.0 7.8 Weighted-average discount rate 7.4 % 6.9 % |
Schedule of Supplemental Cash Flow Information | The following table summarizes the supplemental cash flow information related to leases: Year Ended December 31, $ in thousands 2023 2022 Cash paid for amounts included in the measurement of operating lease liabilities $ 2,717 $ 2,318 Right-of-use assets obtained in exchange for new operating lease liabilities 847 201 Right-of-use asset removed upon lease termination — 306 |
Summary of Operating Lease Liability Maturity | As of December 31, 2023, the maturities of our future undiscounted cash flows associated with our operating lease liabilities were as follows: $ in thousands 2024 $ 2,793 2025 2,774 2026 2,767 2027 2,762 2028 2,333 Thereafter 5,484 Total future lease payments $ 18,913 Less: Imputed interest (4,243) Present value of future lease payments $ 14,670 |
Loss per Share (Tables)
Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Basic and diluted loss per share (“EPS”) were as follows: Year Ended December 31, $ in thousands, except share and per share data 2023 2022 Numerator: Net loss $ (129,598) $ (142,000) Denominator: Weighted-average common shares outstanding 5,754,037 5,390,012 Weighted-average impact of warrants (1) 68,352 43,900 Denominator for basic EPS – weighted-average shares 5,822,389 5,433,912 Effect of dilutive securities — — Denominator for diluted EPS – weighted-average shares 5,822,389 5,433,912 EPS – Basic and Diluted $ (22.26) $ (26.13) ________________ (1) Warrants that have a $0.35 exercise price per common share are assumed to be exercised when vested because common shares issued for little consideration upon exercise are included in outstanding shares for the purposes of computing basic and diluted EPS. |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following securities were excluded from the calculation of loss per share as their impact would be anti-dilutive: Year Ended December 31, 2023 2022 Stock options 204,394 891,509 Shares issuable under the employee stock purchase plan 11,371 17,145 Unvested restricted stock units 339,287 327,141 Restricted shares issued upon the early exercise of unvested stock options — 1,733 Unvested warrants 59,540 68,556 Vested warrants 244,762 244,762 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation Expense | The following table summarizes our share-based compensation expense by the affected line on our consolidated statements of operations: Year Ended December 31, $ in thousands 2023 2022 Cost of services revenue $ 550 $ 1,627 Selling, general and administrative (6,464) 34,423 Research and development 750 6,811 Total share-based compensation expense $ (5,164) $ 42,861 The following table summarizes our share-based compensation expense by grant type: Year Ended December 31, $ in thousands 2023 2022 Stock options $ (11,738) $ 19,672 Restricted stock units 6,220 22,900 Employee stock purchase plan 238 75 Vendor Warrants 116 214 Total share-based compensation expense $ (5,164) $ 42,861 |
Schedule of Stock Option Activity | The following table summarizes the Company’s stock option activity: $ in thousands, except share and per share data Number of Shares Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value ($) Outstanding balance as of December 31, 2021 1,166,437 $ 83.88 8.41 Exercised (229,955) 4.93 Forfeited (43,807) 14.39 Expired (1,166) 28.63 Outstanding balance as of December 31, 2022 891,509 107.85 7.62 $ 10,725 Exercised (254,139) 4.57 Forfeited (332,585) 203.48 Expired (100,391) 250.58 Outstanding balance as of December 31, 2023 204,394 $ 12.64 5.82 $ 6 Exercisable as of December 31, 2023 163,783 $ 11.60 5.51 $ 6 |
Schedule of RSU Activity | The following table summarizes the Company’s RSU award activity: Number of Shares Weighted Average Grant Date Fair Value ($) Unvested as of December 31, 2021 126,831 $ 314.16 Granted 260,263 94.94 Vested (30,792) 261.73 Forfeited (29,161) 219.53 Unvested as of December 31, 2022 327,141 153.12 Granted 356,230 9.63 Vested (156,646) 109.60 Forfeited (187,438) 83.51 Unvested as of December 31, 2023 339,287 $ 58.92 |
Impairment Charges (Tables)
Impairment Charges (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Details of Impairment of Long-Lived Assets Held and Used by Asset | Impairment charges consisted of the following: Year Ended December 31, $ in thousands 2023 2022 Property, plant and equipment $ — $ 3,779 Goodwill 1,008 — Acquired developed technology rights — 3,143 Cloud computing arrangements (1) 1,484 — Collaboration Warrants (2) 5,282 — Total impairment charges $ 7,774 $ 6,922 ________________ (1) Prior to the impairment, cloud computing arrangements were included in other long-term assets on our consolidated balance sheets. (2) Prior to the impairment, Collaboration Warrants of $1.6 million was included in prepaid and other current assets and $3.7 million was included in Collaboration Warrants, non-current on our consolidated balance sheets. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Components of Provision for Income Taxes | Provision (benefit) for income taxes consisted of the following: Year Ended December 31, $ in thousands 2023 2022 Current: State $ 1 $ 4 Deferred: Foreign — (1,020) Provision (benefit) for income taxes $ 1 $ (1,016) |
Schedule of Domestic and Foreign Pre-tax Income | The domestic and foreign components of pre-tax income were as follows: Year Ended December 31, $ in thousands 2023 2022 Domestic $ (129,092) $ (136,881) Foreign (505) (6,135) Net loss before taxes $ (129,597) $ (143,016) |
Schedule of Effective Income Tax Rate Reconciliation | The effective tax rate of the Company differed from the federal statutory rate as follows: Year Ended December 31, $ in thousands 2023 2022 U.S. federal statutory income tax rate $ (27,215) 21.0 % $ (30,033) 21.0 % State taxes, net of federal benefit (9,566) 7.4 % (9,125) 6.4 % Warrant liabilities remeasurement (114) 0.1 % (2,923) 2.0 % Share-based compensation (1,303) 1.0 % 4,401 (3.1) % Goodwill impairment 212 (0.2) % — — % Valuation allowance 37,751 (29.1) % 37,355 (26.1) % Other 236 (0.2) % (691) 0.5 % Provision (benefit) for income taxes $ 1 — % $ (1,016) 0.7 % |
Schedule of Deferred Tax Assets and Liabilities | The components of the deferred tax assets and liabilities were as follows: December 31, $ in thousands 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 66,701 $ 44,221 Share-based compensation 3,139 3,779 Operating lease liabilities 4,399 4,628 Capitalized research and development costs 7,985 5,716 Provision for contract losses 22,452 8,221 Other 4,571 1,468 Gross deferred tax assets 109,247 68,033 Less: Valuation allowance (96,346) (58,595) Net deferred tax assets 12,901 9,438 Deferred tax liabilities: Depreciation and amortization (1,340) (1,537) Operating lease right-of-use assets (4,158) (4,419) Other (7,403) (3,482) Total deferred tax liabilities (12,901) (9,438) Net deferred income taxes $ — $ — |
Organization and Basis of Pre_2
Organization and Basis of Presentation - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net income (loss) | $ (129,598) | $ (142,000) |
Liquidity | 75,100 | |
Cash and cash equivalents | 62,715 | 45,719 |
Investments | 12,386 | 97,504 |
Net cash provided by (used in) operating activities | $ 71,644 | $ 69,837 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) segment reportingUnit | Dec. 31, 2022 USD ($) reportingUnit segment | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of operating segments | segment | 1 | 1 | |
Cash and cash equivalents | $ 62,715 | $ 62,715 | $ 45,719 |
Restricted cash | 1,500 | 1,500 | 2,200 |
Available-for-sale securities, accrued interest | $ 100 | $ 100 | 100 |
Debt securities, available-for-sale, accrued interest, after allowance for credit loss, statement of financial position [Extensible Enumeration] | Receivables, net | Receivables, net | |
Allowance for credit losses | $ 200 | $ 200 | $ 0 |
Number of reporting units | reportingUnit | 1 | 1 | |
Computing implementation costs capitalized | $ 1,100 | $ 700 | |
Computing implementation costs, amortization expense (less than) | 800 | 600 | |
Impairment charges | 7,774 | 6,922 | |
Reorganization costs | 1,200 | ||
Cloud computing arrangements | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Impairment charges | $ 1,500 | $ 1,484 | $ 0 |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Requisite service period | 6 months | ||
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Requisite service period | 4 years |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Services revenue | $ 888 | $ 6,519 |
Grant revenue | 3,557 | 7,232 |
Total revenue | 4,445 | 13,751 |
Project revenue | ||
Disaggregation of Revenue [Line Items] | ||
Services revenue | 300 | 6,155 |
Engineering services revenue | ||
Disaggregation of Revenue [Line Items] | ||
Services revenue | $ 588 | $ 364 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Grant revenue | $ 3,557,000 | $ 7,232,000 | ||
Contract with customer, asset, cumulative catch-up adjustment to revenue, modification of contract | (3,400,000) | |||
Contract loss provisions | 52,854,000 | 33,776,000 | ||
Amortization of loss on contracts | 6,000,000 | $ 5,700,000 | ||
Revenue recognized from prior performance obligation | 0 | |||
Revenue, remaining performance obligation | 38,200,000 | |||
Revenue recognized from prior performance obligation | $ 300,000 | |||
One Customer | Revenue Benchmark | Customer Concentration Risk | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Concentration risk, percentage | 80% | |||
Two Customers | Revenue Benchmark | Customer Concentration Risk | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Concentration risk, percentage | 97% | |||
Two Customers | Accounts Receivable | Customer Concentration Risk | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Concentration risk, percentage | 89% | 90% | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Revenue, remaining performance obligation, percentage | 16% | |||
Revenue, remaining performance obligation, period | 12 months | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Revenue, remaining performance obligation, period | 3 years | |||
Unbilled | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Amount awarded from government grant | $ 39,000,000 | |||
Grant revenue | $ 3,500,000 | $ 5,600,000 | ||
Paid Directly by DOE to Another Party | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Amount awarded from government grant | 3,900,000 | |||
Reimbursement Costs | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Amount awarded from government grant | $ 35,100,000 | |||
Other grant receivables | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Grant revenue | $ 41,000 | $ 1,600,000 | ||
Commercial-Scale Demonstration Agreement (the “Project Agreement” | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Contract with customer, maximum potential consideration | $ 50,000,000 | |||
Contract with customer, transaction price | $ 45,500,000 |
Revenue - Schedule of Receivabl
Revenue - Schedule of Receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Trade receivables | $ 954 | $ 1,119 | |
Total grant receivables | 3,623 | 7,188 | |
Contract assets | 0 | 560 | $ 1,195 |
Other receivables | 309 | 328 | |
Total receivables | 4,886 | 9,195 | |
Allowance for credit losses | (207) | 0 | |
Total receivables, net | 4,679 | 9,195 | |
Other grant receivables | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total grant receivables | 0 | 1,578 | |
Unbilled | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total grant receivables | $ 3,623 | $ 5,610 |
Revenue - Schedule of Contract
Revenue - Schedule of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Contract Asset [Roll Forward] | ||
Contract assets with customer beginning balance | $ 560 | $ 1,195 |
Additions to unbilled receivables | 177 | 364 |
Amounts billed to customers | (762) | (972) |
Foreign currency translation adjustments | 25 | (27) |
Contract assets with customer ending balance | 0 | 560 |
Contract Liabilities [Roll Forward] | ||
Contract liabilities with customer beginning balance | 10,348 | 513 |
Payments received in advance of performance | 6,960 | 17,100 |
Revenue recognized | (300) | (6,519) |
Recognition of consideration payable associated with Project Warrants | (19) | (707) |
Other | 19 | (39) |
Contract liabilities with customer ending balance | $ 17,008 | $ 10,348 |
Warrants - Narrative (Details)
Warrants - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) d $ / shares shares | Dec. 31, 2022 USD ($) $ / shares | Aug. 14, 2023 USD ($) $ / shares shares | Apr. 19, 2022 USD ($) $ / shares shares | |
Class of Warrant or Right [Line Items] | ||||||
Warrants, exercise price (in dollars per share) | $ 0.35 | $ 0.35 | $ 0.35 | |||
Warrant liabilities | $ | $ 100 | $ 100 | $ 642 | |||
Impairment charges | $ | 7,774 | 6,922 | ||||
Collaboration Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Impairment charges | $ | $ 5,300 | $ 5,282 | 0 | |||
Public Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of securities called by warrants (in shares) | shares | 238,095 | 238,095 | ||||
Redemption price per warrant (in dollars per share) | $ 0.35 | |||||
Stock price trigger for redemption of warrants (in dollars per share) | $ 630 | |||||
Threshold trading days for redemption of warrants | d | 20 | |||||
Threshold consecutive trading days for redemption of warrants | d | 30 | |||||
Private Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of securities called by warrants (in shares) | shares | 6,667 | 6,667 | ||||
Public and Private Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants, exercise price (in dollars per share) | $ 402.50 | $ 402.50 | ||||
Redemption price per warrant (in dollars per share) | 3.50 | |||||
Stock price trigger for redemption of warrants (in dollars per share) | $ 350 | |||||
Project Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of securities called by warrants (in shares) | shares | 26,068 | |||||
Warrants, exercise price (in dollars per share) | $ 0.35 | |||||
Class of warrant or right, fair value of warrants or rights (in dollars per share) | $ 173.60 | |||||
Warrant liabilities | $ | $ 4,500 | |||||
Vesting of warrants issued in connection with customer agreements | $ | $ 200 | $ 19 | 700 | |||
Project Warrants Vested | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of securities called by warrants (in shares) | shares | 18,807 | 18,807 | ||||
Collaboration Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of securities called by warrants (in shares) | shares | 104,275 | |||||
Warrants, exercise price (in dollars per share) | $ 0.35 | |||||
Class of warrant or right, fair value of warrants or rights (in dollars per share) | $ 173.60 | |||||
Other selling, general and administrative expense | $ | $ 2,000 | $ 1,800 | ||||
Warrants and rights outstanding, term | 3 years 3 months 18 days | 3 years 3 months 18 days | ||||
Collaboration Warrants | Warrant Vesting, Immediately | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of securities called by warrants (in shares) | shares | 52,138 | |||||
2022 Vendor Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of securities called by warrants (in shares) | shares | 2,197 | |||||
Warrants, exercise price (in dollars per share) | $ 0.35 | |||||
Warrant liabilities | $ | $ 300 | |||||
2023 Vendor Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of securities called by warrants (in shares) | shares | 1,285 | |||||
Warrants, exercise price (in dollars per share) | $ 0.35 | |||||
Warrant liabilities | $ | $ 9 |
Investments - Schedule of Inves
Investments - Schedule of Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 12,387 | $ 97,813 |
Unrealized Losses | (1) | (309) |
Fair Value | 12,386 | 97,504 |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 0 | 3,997 |
Unrealized Losses | 0 | (22) |
Fair Value | 0 | 3,975 |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 0 | 10,837 |
Unrealized Losses | 0 | (3) |
Fair Value | 0 | 10,834 |
U.S. treasury bills | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 12,387 | 82,979 |
Unrealized Losses | (1) | (284) |
Fair Value | $ 12,386 | $ 82,695 |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | ||
Sales of available-for-sale securities | $ 0 | $ 65,817 |
Realized gains (losses) | (200) | |
Debt securities, available-for-sale, allowance for credit loss, not previously recorded | 0 | 0 |
Available-for-sale securities, allowance for credit loss | $ 0 | $ 0 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Liabilities: | ||
Warrant liabilities | $ 100 | $ 642 |
Recurring | Level 1 | ||
Assets: | ||
Investments | 12,386 | 97,504 |
Recurring | Level 1 | Public Warrants | ||
Liabilities: | ||
Warrant liabilities | 97 | 625 |
Recurring | Level 2 | Private Warrants | ||
Liabilities: | ||
Warrant liabilities | 3 | 17 |
Recurring | Level 3 | ||
Liabilities: | ||
Contingent consideration | $ 0 | $ 353 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Narrative (Details) | Dec. 31, 2023 $ / shares |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants, closing price (in dollars per share) | $ 0.01 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Reconciliation of Level 3 Fair Value Liabilities (Details) - Business Combination, Contingent Consideration, Liability [Member] - Level 3 - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 353 | $ 2,009 |
Change in fair value | (353) | (1,656) |
Ending balance | $ 0 | $ 353 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventory, Current (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 1,870 | $ 2,442 |
Finished goods | 2,424 | 0 |
Work in process | 53 | 0 |
Reserve for excess and obsolete inventory | (2,391) | 0 |
Inventories, net | $ 1,956 | $ 2,442 |
Inventories - Narrative (Detail
Inventories - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | ||
Inventory valuation reserves | $ 2,391 | $ 0 |
Provision for inventory reserve | $ 2,391 | $ 0 |
Property, Plant & Equipment - S
Property, Plant & Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 10,368 | $ 9,648 |
Accumulated depreciation | (4,791) | (2,577) |
Total property, plant and equipment, net | 5,577 | 7,071 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 3,107 | 2,931 |
Leasehold improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives in Years | 5 years | |
Leasehold improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives in Years | 7 years | |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 2,165 | 2,124 |
Computer equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives in Years | 2 years | |
Computer equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives in Years | 3 years | |
Machinery, vehicles and other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 4,307 | 3,528 |
Machinery, vehicles and other equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives in Years | 5 years | |
Machinery, vehicles and other equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives in Years | 10 years | |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 664 | 646 |
Furniture and fixtures | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives in Years | 2 years | |
Furniture and fixtures | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives in Years | 5 years | |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 125 | $ 419 |
Property, Plant & Equipment - N
Property, Plant & Equipment - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | $ 2,100 | $ 1,900 |
Impairment charges | 7,774 | 6,922 |
Property, Plant and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Impairment charges | $ 0 | $ 3,779 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 1,004 | $ 4,204 |
Remeasurement period adjustments | (3,093) | |
Currency translation adjustments | 4 | (107) |
Ending balance | $ 0 | $ 1,004 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Roll Forward] | ||
Gross Carrying Amounts | $ 259 | $ 4,058 |
Accumulated Amortization | (188) | (3,902) |
Intangible Assets, Net | 71 | 156 |
Indefinite-lived intangible assets, foreign currency translation gain (loss) | 400 | |
Acquired developed technology rights | ||
Finite-Lived Intangible Assets [Roll Forward] | ||
Gross Carrying Amounts | 0 | 3,799 |
Accumulated Amortization | 0 | (3,799) |
Intangible Assets, Net | $ 0 | $ 0 |
Acquired finite-lived intangible assets, weighted average useful life (in years) | 5 years | 5 years |
Software licenses | ||
Finite-Lived Intangible Assets [Roll Forward] | ||
Gross Carrying Amounts | $ 259 | $ 259 |
Accumulated Amortization | (188) | (103) |
Intangible Assets, Net | $ 71 | $ 156 |
Acquired finite-lived intangible assets, weighted average useful life (in years) | 3 years | 3 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Impairment charges | $ 7,774 | $ 6,922 |
Amortization of intangible assets | 100 | 700 |
Acquired developed technology rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Impairment charges | $ 0 | 3,143 |
HelioHeat | Acquired developed technology rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Impairment charges | $ 3,100 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Payroll and other employee benefits | $ 1,084 | $ 811 |
Professional fees | 1,913 | 729 |
Research, development and project costs | 3,658 | 1,313 |
Inventory In-transit | 29 | 654 |
Operating lease liabilities, current portion | 1,792 | 1,570 |
Other accrued expenses | 431 | 525 |
Accrued expenses and other current liabilities | $ 8,907 | $ 5,602 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) | Jul. 27, 2021 | Oct. 27, 2023 | Oct. 01, 2023 | Apr. 01, 2023 | Jan. 01, 2022 | May 23, 2021 | May 28, 2019 |
Lessee, Lease, Description [Line Items] | |||||||
Letters of credit | $ 0 | ||||||
R&D Test Facility, City of Lancaster | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Operating lease term | 3 years | ||||||
Proxima Lease | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Operating lease term | 2 years | ||||||
Office Space in Pasadena, California | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Operating lease term | 7 years | ||||||
Manufacturing space in Long Beach, California | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Operating lease term | 5 years | ||||||
Operating lease renewal term | 5 years | ||||||
Houston Office Lease | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Operating lease term | 26 months | ||||||
Operating lease renewal term | 30 months | 2 years | |||||
Texas Steam Plant Lease | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Operating lease term | 10 years | ||||||
Operating lease renewal term | 10 years | ||||||
Standby letter of credit | Line of credit | Manufacturing space in Long Beach, California | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Debt extension term | 1 year | ||||||
Debt extension, period for notice not to extend | 60 days | ||||||
Standby letter of credit | Line of credit | Period one | Manufacturing space in Long Beach, California | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Line of credit, maximum borrowing capacity | $ 1,500,000 | ||||||
Debt term | 3 years | ||||||
Standby letter of credit | Line of credit | Period two | Manufacturing space in Long Beach, California | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Line of credit, maximum borrowing capacity | $ 1,000,000 |
Leases - Schedule of Lease Asse
Leases - Schedule of Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 13,909 | $ 14,772 |
Operating lease liabilities, current portion | 1,792 | 1,570 |
Operating lease liabilities, non-current | $ 12,878 | $ 13,921 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
Leases - Summary of Lease Cost
Leases - Summary of Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Operating lease cost | $ 2,759 | $ 2,707 |
Sublease income | (155) | (124) |
Total lease cost | $ 2,604 | $ 2,583 |
Leases - Summary of Lease Term
Leases - Summary of Lease Term and Discount Rate (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Weighted-average remaining lease term (years) | 7 years | 7 years 9 months 18 days |
Weighted-average discount rate | 7.40% | 6.90% |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 2,717 | $ 2,318 |
Right-of-use assets obtained in exchange for new operating lease liabilities | 847 | 201 |
Right-of-use asset removed upon lease termination | $ 0 | $ 306 |
Leases - Summary of Operating L
Leases - Summary of Operating Lease Liability Maturity (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Leases [Abstract] | |
2024 | $ 2,793 |
2025 | 2,774 |
2026 | 2,767 |
2027 | 2,762 |
2028 | 2,333 |
Thereafter | 5,484 |
Total future lease payments | 18,913 |
Less: Imputed interest | (4,243) |
Present value of future lease payments | $ 14,670 |
Equity (Details)
Equity (Details) $ / shares in Units, $ in Millions | 12 Months Ended | ||||
Sep. 13, 2023 USD ($) | Dec. 31, 2023 $ / shares shares | Apr. 16, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares | ||
Class of Stock [Line Items] | |||||
Common stock, shares authorized (in shares) | [1] | 500,000,000 | 500,000,000 | ||
Common stock, par value (in dollars per share) | $ / shares | [1] | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued (in shares) | [1] | 5,946,315 | 5,511,839 | ||
Common stock, shares outstanding (in shares) | [1] | 5,946,315 | 5,511,839 | ||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | |||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares issued (in shares) | 0 | ||||
Share purchase right plan, number of declared dividend in shares (in shares) | 1 | ||||
Share purchase right plan, beneficial ownership acquired, percentage | 12.50% | ||||
Share purchase right plan, investors beneficial ownership acquired, percentage | 20% | ||||
Warrants, exercise price (in dollars per share) | $ / shares | $ 0.35 | $ 0.35 | |||
Preferred Share Purchase Rights | |||||
Class of Stock [Line Items] | |||||
Warrants, exercise price (in dollars per share) | $ / shares | $ 122.50 | ||||
ATM Agreement | |||||
Class of Stock [Line Items] | |||||
Sale of stock aggregate commission of gross proceed of shares sold, percentage | 0.03 | ||||
Sale of stock authorized offering amount | $ | $ 40 | ||||
Stock issued during period, shares, new issues (in shares) | 0 | ||||
[1] Periods presented have been adjusted to reflect the 1-for-35 reverse stock split on August 31, 2023. See Note 1—Organization and Basis of Presentation— Reverse Stock Split , for additional information. |
Loss per Share - Schedule of Ea
Loss per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Numerator: | |||
Net loss | $ (129,598) | $ (142,000) | |
Denominator: | |||
Weighted average number of shares issued, basic (in shares) | 5,754,037 | 5,390,012 | |
Weighted-average number of shares, assumed exercise of warrants (in shares) | 68,352 | 43,900 | |
Weighted average number of shares outstanding – basic (in shares) | [1] | 5,822,389 | 5,433,912 |
Effect of dilutive securities (in shares) | 0 | 0 | |
Denominator for diluted EPS – weighted-average shares | [1] | 5,822,389 | 5,433,912 |
Loss per share – basic (in dollars per share) | [1] | $ (22.26) | $ (26.13) |
Loss per share – diluted (in dollars per share) | [1] | (22.26) | (26.13) |
Warrants, exercise price (in dollars per share) | $ 0.35 | $ 0.35 | |
[1] Periods presented have been adjusted to reflect the 1-for-35 reverse stock split on August 31, 2023. See Note 1—Organization and Basis of Presentation— Reverse Stock Split , for additional information. |
Loss per Share - Schedule of An
Loss per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation (in shares) | 204,394 | 891,509 |
Shares issuable under the employee stock purchase plan | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation (in shares) | 11,371 | 17,145 |
Unvested restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation (in shares) | 339,287 | 327,141 |
Restricted shares issued upon the early exercise of unvested stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation (in shares) | 0 | 1,733 |
Warrants | Unvested warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation (in shares) | 59,540 | 68,556 |
Warrants | Vested warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation (in shares) | 244,762 | 244,762 |
Share-based Compensation - Narr
Share-based Compensation - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 28, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted (in shares) | 0 | 0 | |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options exercised, aggregate intrinsic value | $ 1.6 | $ 29 | |
Share-based payment arrangement, nonvested award, option, cost not yet recognized, amount | $ 0.7 | ||
Unrecognized compensation cost, expected period for recognition | 1 year 3 months 18 days | ||
Share-based payment arrangement, reversal of previously recorded expense | $ 12.5 | ||
Stock options | Former Chief Executive Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Forfeited (in shares) | 279,589 | ||
Unvested restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation cost, expected period for recognition | 1 year 2 months 12 days | ||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, vested in period, fair value | $ 17.2 | 8.1 | |
Unrecognized compensation expense | $ 12.2 | ||
Stock-based compensation expense, plan modification cost | $ 0.7 | ||
2021 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized | 338,032 | ||
Percentage of outstanding stock, annual increase | 4% | ||
Number of shares authorized, maximum amount (in shares) | 1,018,642 | ||
2021 ESPP | Employee stock purchase plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of outstanding stock, annual increase | 1% | ||
Number of shares authorized, maximum amount (in shares) | 271,638 | ||
Capital shares reserved for future issuance (in shares) | 210,174 | ||
2021 ESPP | Employee stock purchase plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, award offering period | 6 months | ||
Share-based compensation arrangement by share-based payment award, discount from market price, purchase date | 15% | ||
Share-based compensation arrangement by share-based payment award, shares issued in period (in shares) | 33,156 |
Share-based Compensation - Sche
Share-based Compensation - Schedule of Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation expense | $ (5,164) | $ 42,861 |
Cost of services revenue | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation expense | 550 | 1,627 |
Selling, general and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation expense | (6,464) | 34,423 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation expense | $ 750 | $ 6,811 |
Share-based Compensation - Expe
Share-based Compensation - Expense by Type of Grant (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | $ (5,164) | $ 42,861 |
Vendor Warrants | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | 116 | 214 |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | (11,738) | 19,672 |
Unvested restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | 6,220 | 22,900 |
Employee stock purchase plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | $ 238 | $ 75 |
Share-based Compensation - Sc_2
Share-based Compensation - Schedule of Stock Option Activity (Details) - Stock options - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Shares | |||
Options outstanding, beginning balance (in shares) | 891,509 | 1,166,437 | |
Options exercised (in shares) | (254,139) | (229,955) | |
Options forfeited (in shares) | (332,585) | (43,807) | |
Options expired (in shares) | (100,391) | (1,166) | |
Options outstanding, ending balance (in shares) | 204,394 | 891,509 | 1,166,437 |
Options exercisable (in shares) | 163,783 | ||
Weighted Average Exercise Price ($) | |||
Options outstanding, beginning balance (in dollars per share) | $ 107.85 | $ 83.88 | |
Options exercised (in dollars per share) | 4.57 | 4.93 | |
Options forfeited (in dollars per share) | 203.48 | 14.39 | |
Options expired (in dollars per share) | 250.58 | 28.63 | |
Options outstanding, ending balance (in dollars per share) | 12.64 | $ 107.85 | $ 83.88 |
Options exercisable, weighted average exercise price (in dollars per share) | $ 11.60 | ||
Weighted Average Remaining Contractual Life (Years) | |||
Options outstanding, weighted average remaining contractual term | 5 years 9 months 25 days | 7 years 7 months 13 days | 8 years 4 months 28 days |
Options exercisable, weighted average remaining contractual term | 5 years 6 months 3 days | ||
Aggregate Intrinsic Value ($) | |||
Options outstanding, aggregate intrinsic value | $ 6 | $ 10,725 | |
Options exercisable, aggregate intrinsic value | $ 6 |
Share-based Compensation - Sc_3
Share-based Compensation - Schedule of RSU Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Number of Shares | |||
Unvested, beginning balance (in shares) | [1] | 1,733 | |
Unvested, ending balance (in shares) | [1] | 1,733 | |
Unvested restricted stock units | |||
Number of Shares | |||
Unvested, beginning balance (in shares) | 327,141 | 126,831 | |
Granted (in shares) | 356,230 | 260,263 | |
Vested (in shares) | (156,646) | (30,792) | |
Forfeited (in shares) | (187,438) | (29,161) | |
Unvested, ending balance (in shares) | 339,287 | 327,141 | |
Weighted Average Grant Date Fair Value ($) | |||
Unvested, beginning balance (in dollars per share) | $ 153.12 | $ 314.16 | |
Granted (in dollars per share) | 9.63 | 94.94 | |
Vested (in dollars per share) | 109.60 | 261.73 | |
Forfeited (in dollars per share) | 83.51 | 219.53 | |
Unvested, ending balance (in dollars per share) | $ 58.92 | $ 153.12 | |
[1] Periods presented have been adjusted to reflect the 1-for-35 reverse stock split on August 31, 2023. See Note 1—Organization and Basis of Presentation— Reverse Stock Split , for additional information. |
Impairment Charges - Details of
Impairment Charges - Details of Impairment of Long-Lived Assets Held and Used by Asset (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill, impairment loss | $ 1,000 | $ 1,008 | $ 0 | |
Impairment charges | 7,774 | 6,922 | ||
Collaboration Warrants, non-current | $ 0 | 0 | 5,282 | |
Collaboration Warrants | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Impairment charges | 5,300 | 5,282 | 0 | |
Cloud computing arrangements | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Impairment charges | 1,500 | 1,484 | 0 | |
Collaboration Warrants | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Prepaid warrants, current | 1,600 | 1,600 | ||
Collaboration Warrants, non-current | $ 3,700 | 3,700 | ||
Acquired developed technology rights | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Impairment charges | 0 | 3,143 | ||
Property, Plant and Equipment | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Impairment charges | $ 0 | $ 3,779 |
Impairment Charges - Narrative
Impairment Charges - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Impairment charges | $ 7,774 | $ 6,922 | |
Goodwill, impairment loss | $ 1,000 | 1,008 | 0 |
Property, Plant and Equipment | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Impairment charges | 0 | 3,779 | |
Acquired developed technology rights | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Impairment charges | $ 0 | 3,143 | |
Acquired developed technology rights | HelioHeat | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Impairment charges | $ 3,100 |
Income Taxes - Components of Pr
Income Taxes - Components of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Current state and local tax expense (benefit) | $ 1 | $ 4 |
Deferred foreign income tax expense (benefit) | 0 | (1,020) |
Benefit (provision) for income taxes | $ 1 | $ (1,016) |
Income Taxes - Schedule of Dome
Income Taxes - Schedule of Domestic and Foreign Pre-tax Income (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (129,092) | $ (136,881) |
Foreign | (505) | (6,135) |
Net loss before taxes | $ (129,597) | $ (143,016) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Amount | ||
U.S. federal statutory income tax rate | $ (27,215) | $ (30,033) |
State taxes, net of federal benefit | (9,566) | (9,125) |
Warrant liabilities remeasurement | (114) | (2,923) |
Share-based compensation | (1,303) | 4,401 |
Goodwill impairment | 212 | 0 |
Valuation allowance | 37,751 | 37,355 |
Other | 236 | (691) |
Benefit (provision) for income taxes | $ 1 | $ (1,016) |
Percent | ||
U.S. federal statutory income tax rate | 21% | 21% |
State taxes, net of federal benefit | 7.40% | 6.40% |
Warrant liabilities remeasurement | 0.10% | 2% |
Share-based compensation | 1% | (3.10%) |
Goodwill impairment | (0.20%) | 0% |
Valuation allowance | (29.10%) | (26.10%) |
Other | (0.20%) | 0.50% |
Provision (benefit) for income taxes | 0% | 0.70% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 66,701 | $ 44,221 |
Share-based compensation | 3,139 | 3,779 |
Operating lease liabilities | 4,399 | 4,628 |
Capitalized research and development costs | 7,985 | 5,716 |
Provision for contract losses | 22,452 | 8,221 |
Other | 4,571 | 1,468 |
Gross deferred tax assets | 109,247 | 68,033 |
Less: Valuation allowance | (96,346) | (58,595) |
Net deferred tax assets | 12,901 | 9,438 |
Deferred tax liabilities: | ||
Depreciation and amortization | (1,340) | (1,537) |
Operating lease right-of-use assets | (4,158) | (4,419) |
Other | (7,403) | (3,482) |
Deferred Tax Liabilities, Net | (12,901) | (9,438) |
Net deferred income taxes | $ 0 | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating Loss Carryforwards [Line Items] | ||
Deferred tax assets, valuation allowance | $ 96,346 | $ 58,595 |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss | 218,200 | |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss | 228,100 | |
Foreign | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss | $ 2,700 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
May 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||
Revenues | $ 4,445 | $ 13,751 | |
Idealab | Related Party | |||
Related Party Transaction [Line Items] | |||
Sublease, annual base rent | $ 200 | ||
Sublease, annual escalation clause | 3% | ||
Sublease, termination period | 6 months | ||
Related party agreement, termination period | 90 days | ||
Revenues | 200 | 100 | |
Idealab | Related party transaction, administrative services | Related Party | |||
Related Party Transaction [Line Items] | |||
Related Party transaction, amounts of transaction | 300 | $ 500 | |
Idealab | Property management agreement | Related Party | |||
Related Party Transaction [Line Items] | |||
Related party, monthly transaction amount | $ 3 | ||
Idealab | Shared facilities staffing agreement | Related Party | |||
Related Party Transaction [Line Items] | |||
Related party, monthly transaction amount | $ 13 | ||
NantG Power, LLC | Related Party | |||
Related Party Transaction [Line Items] | |||
Revenues | $ 100 |