0001628280-22-013296 | 10-Q | XBRL Viewer | EOS Energy Enterprises INC

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Revenue Recognition - Narratives (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total revenue	$ 3,298	$ 164
Increase (decrease) in contract asset	(431)
Increase (decrease) in contract liabilities	2,074	750
Contract liabilities, due to billings	2,170
Revenue recognized in contract liabilities	96	$ 0
Contract liabilities	2,923		$ 849
Contract liabilities, current portion	1,763		849
Contract liabilities, long-term	$ 1,160		$ 0
Revenue Benchmark \| Customer 1 \| Customer Concentration Risk
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Concentration risk percentage	43.60%	100.00%
Revenue Benchmark \| Customer 2 \| Customer Concentration Risk
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Concentration risk percentage	31.50%
Revenue Benchmark \| Customer 3 \| Customer Concentration Risk
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Concentration risk percentage	15.10%
Transferred at Point in Time
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total revenue	$ 3,293	$ 164
Transferred over Time
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Total revenue	$ 5	$ 0

Note Payable	3 Months Ended
Note Payable	Mar. 31, 2022
Debt Disclosure [Abstract]
Note Payable	Note PayableIn connection with the Hi-Power acquisition (Refer to Note 2), the Company agreed to pay an aggregate purchase price of $25,000. $5,000 of the $25,000 purchase price was paid in May 2021. The fair value of the note payable was estimated using active market quotes, based on our current incremental borrowing rates for similar types of borrowing arrangements, which were Level 2 inputs. Refer to Note 20 for definition of the fair value hierarchy. Based on the analysis performed, the carrying value of the remaining payments of the note payable was recorded as debt, which includes a current portion of $4,970 and a long-term portion of $13,892 as of March 31, 2022.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

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+ Details

Leases (Tables)

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

Assets And Liabilities, Lessee

Lease assets and lease liabilities as of March 31, 2022 and December 31, 2021 were as follows:


Leases	Classification on Balance Sheet	March 31, 2022		December 31, 2021
Assets
ROU - operating lease assets	Operating lease right-of-use asset, net	$	4,989	$	3,468
Finance lease assets	Property, plant and equipment, net	21		28
Total lease assets		$	5,010	$	3,496

	Classification on Balance Sheet	March 31, 2022		December 31, 2021
Liabilities
Current
Operating lease liability	Operating lease liability, current portion	$	899	$	1,084
Finance lease liability	Other current liabilities	6		8
Non-Current
Operating lease liability	Operating lease liability, long-term	4,943		3,224
Finance lease liability	Other liabilities	15		17
Total lease liabilities		$	5,863	$	4,333

Lessee, Operating Lease, Liability, Maturity

Future maturity of lease liability are as follows:


	Operating lease		Financing lease		Total
Remainder of 2022	$	1,022	$	7	$	1,029
2023	1,543		8		1,551
2024	1,623		8		1,631
2025	1,707		8		1,715
2026	1,336		1		1,337
Later years	—		—		—
Total minimum lease payments	$	7,231	$	32	$	7,263
Less amounts representing interest	1,389		11		1,400
Present value of minimum lease payments	$	5,842	$	21	$	5,863

Finance Lease, Liability, Fiscal Year Maturity

Future maturity of lease liability are as follows:


	Operating lease		Financing lease		Total
Remainder of 2022	$	1,022	$	7	$	1,029
2023	1,543		8		1,551
2024	1,623		8		1,631
2025	1,707		8		1,715
2026	1,336		1		1,337
Later years	—		—		—
Total minimum lease payments	$	7,231	$	32	$	7,263
Less amounts representing interest	1,389		11		1,400
Present value of minimum lease payments	$	5,842	$	21	$	5,863

Related Party Transactions (Details) - USD ($)				3 Months Ended
Related Party Transactions (Details) - USD ($)	Dec. 29, 2021	Dec. 01, 2021	Jul. 06, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 28, 2021	Jul. 31, 2021	Apr. 08, 2021
Related Party Transaction [Line Items]
Interest payable - related party				$ 1,544,000		$ 0
Selling, general and administrative expenses				14,279,000	$ 8,802,000
Loss contingency accrual				900,000
2021 Convertible Note without embedded derivative liability
Related Party Transaction [Line Items]
Contractual interest expense accrued						2,900,000
Interest expense				2,174,000	0
Gain (loss) on beneficial conversion feature				7,695,000
Interest payable - related party				1,544,000		0
Hellman Parties \| Dilutive Effect Prior to Merger Agreement
Related Party Transaction [Line Items]
Equity interest issued or issuable (in shares)	159,977	300,000
Spring Creek Capital, LLC
Related Party Transaction [Line Items]
Notes receivable, related parties								$ 100,000,000
B. Riley Securities, Inc
Related Party Transaction [Line Items]
Payment made for debt issuance cost			$ 3,000,000
Equity Method Investee \| Holtec International
Related Party Transaction [Line Items]
Selling, general and administrative expenses				$ 0	7,852,000
Affiliated Entity \| B. Riley Securities, Inc
Related Party Transaction [Line Items]
Due from related parties, current					$ 432,000
Hellman Parties \| Dilutive Effect Prior to Merger Agreement
Related Party Transaction [Line Items]
Estimated litigation liability									$ 5,000,000
Settlement deductible									$ 2,000,000
Loss contingency accrual						$ 1,200,000	$ 1,200,000
Loss contingency accrual, payments	$ 1,200,000
Loss contingency accrual, share equivalent (in shares)							140,023

Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Estimated Future Amortization Expense of Intangible Assets

Estimated future amortization expense of intangible assets as of March 31, 2022 are as follows:


Remainder of 2022	$	30
2023	40
2024	40
2025	40
2026	40
Thereafter	80
Total	$	270

Acquisition - Narrative (Details) - USD ($) $ in Thousands					3 Months Ended
Acquisition - Narrative (Details) - USD ($) $ in Thousands	May 31, 2021	May 01, 2021	Apr. 09, 2021	Apr. 08, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Aug. 31, 2019
Business Acquisition [Line Items]
Loss on pre-existing agreement					$ 0	$ 7,852
Long-term debt, current portion					1,703		$ 1,644
Long-term debt, excluding current portion					$ 4,279		$ 4,727
Hi-Power
Business Acquisition [Line Items]
Initial ownership interest			100.00%	49.00%	49.00%			49.00%
Notes Payable \| Hi-Power Purchase Agreement
Business Acquisition [Line Items]
Long-term debt, current portion					$ 4,970
Long-term debt, excluding current portion					$ 13,892
Hi-Power
Business Acquisition [Line Items]
Percentage of voting interests acquired			51.00%	51.00%	51.00%
Aggregate purchase price			$ 25,000
Consideration transferred, liabilities incurred	$ 5,000
Amount due at closing		$ 5,000
Payment to terminate agreement			724
Consideration transferred				$ 418
Fair value of previously held ownership interest				205
Loss on remeasurement				$ 7,480
Hi-Power \| Holtec Power, Inc.
Business Acquisition [Line Items]
Aggregate purchase price			35,283
Amount due at closing			10,283
Fair value			33,474
Payment to terminate agreement			$ 32,750

Notes receivable, net and Variable interest entities (“VIEs”) consideration	3 Months Ended
	Mar. 31, 2022
Receivables [Abstract]
Notes receivable, net and Variable interest entities (“VIEs”) consideration	Notes receivable, net and Variable interest entities (“VIEs”) consideration Notes receivable consist primarily of amounts due to us related to the financing we offered to customers. We report notes receivable at the principal balance outstanding less an allowance for losses. We monitor the financial condition of the notes receivable and record provisions for estimated losses when we believe it is probable that the holders of the notes receivable will be unable to make their required payments. We charge interest at a fixed rate and interest income is calculated by applying the effective rate to the outstanding principal balance. The Company had notes receivable of $3,619 and $3,650 outstanding as of March 31, 2022 and December 31, 2021, respectively. As of March 31, 2022 and December 31, 2021, the Company recorded an allowance for expected credit loss from the notes receivable of $7 and $6, respectively. The customers to whom we offer financing through notes receivables are VIEs. However, the Company is not the primary beneficiary, because we do not have power to direct the activities of the VIEs that most significantly impact the VIEs’ economic performance. The VIEs are not consolidated into the Company’s financial statements but rather disclosed in the notes to our financial statements under ASC 810, Consolidation. The maximum loss exposure is limited to the carrying value of notes receivable as of the balances sheet dates.

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes For the three months ended March 31, 2022 and 2021, the reported income tax benefit was $42 and $—, respectively, and differs from the amount computed by applying the statutory U.S. federal income tax rate of 21% to the loss before income taxes due to non-taxable gains, foreign operations, and pre-tax losses for which no tax benefit can be recognized for U.S. income tax purposes. The Company estimates and applies the annual effective tax rate to its ordinary earnings each interim period. Any significant unusual or infrequent items, if any, are not included in the estimation of the annual effective tax rate. Rather, these items and their related income tax expense (benefit) are separately stated in the interim period in which they occur. The quarterly estimate of the annual effective tax rate and related tax expense is subject to variation due to a multitude of factors. Factors may include but are not limited to the inability to accurately predict the Company’s pre-tax and taxable income and loss. At each balance sheet date, management assesses the likelihood that the Company will be able to realize its deferred tax assets. Management considered all available positive and negative evidence in assessing the need for a valuation allowance. The realization of deferred tax assets depends on the generation of sufficient taxable income of the appropriate character and in the appropriate taxing jurisdiction during the future periods in which the related temporary differences become deductible. Management has determined that it is unlikely that the Company will be able to utilize its U.S. deferred tax assets at March 31, 2022 and December 31, 2021 due to cumulative losses. Therefore, the Company has a valuation allowance against its net deferred tax assets. As of March 31, 2022 and December 31, 2021, the Company has unrecognized tax benefits associated with uncertain tax positions that, if recognized, would not affect the effective tax rate on income from continuing operations. The Company is not currently under examination by any taxing jurisdiction, and none of the uncertain tax positions are expected to reverse within the next 12 months. The Company files income tax returns in U.S. federal and various state jurisdictions, as well as Italy and India. The open tax years for federal returns is 2018 and forward, and open tax years for state returns is generally 2017 and forward. In addition, net operating losses generated in closed years and utilized in open years are subject to adjustment by the tax authorities.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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+ Details

Grant Expense, Net	3 Months Ended
Grant Expense, Net	Mar. 31, 2022
Other Income and Expenses [Abstract]
Grant Expense, Net	Grant Expense, Net The Company was approved for two grants by the California Energy Commission (CEC) totaling approximately $7,000. In accordance with the grant agreements, we are responsible for conducting studies to demonstrate the benefits of certain energy-saving technologies to utility companies and consumers in the State of California and are entitled to receive portions of the grants based upon expenses incurred by the Company. For the three months ended March 31, 2022 and 2021, the Company recorded grant expense, net of $173 and $8, respectively, which comprised of grant income of $26 and $329 and grant costs of $199 and $337. For the three months ended of March 31, 2022 and 2021, Eos has received no payments from the CEC. As of March 31, 2022 and December 31, 2021, the Company had grant receivable in the amounts of $1,046 and $1,020, respectively. The expenses incurred by the Company related to the performance of studies in accordance with the respective grant agreements are offset, against the grants revenue received or receivable from the CEC for which the grant is intended to compensate the Company.

Stock-Based Compensation - Summary of Restricted Unit Activity (Details) - Restricted stock units	3 Months Ended
	Mar. 31, 2022 $ / shares shares
Units
Beginning outstanding balance (in shares) \| shares	2,194,756
Granted (in shares) \| shares	1,149,280
Cancelled/ Forfeited (in shares) \| shares	(226,400)
Vested (in shares) \| shares	(305,651)
Ending outstanding balance (in shares) \| shares	2,811,985
Weighted-Average Grant-Data Fair Value
Beginning outstanding balance (in dollars per share) \| $ / shares	$ 16.36
Granted (in dollars per share) \| $ / shares	4.14
Forfeited (in dollars per share) \| $ / shares	11.65
Vested (in dollars per share) \| $ / shares	20.35
Ending outstanding balance (in dollars per share) \| $ / shares	$ 11.31

Fair Value Measurement - Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at beginning of the period	$ 4,664	$ 0	$ 12,359	$ 0
Change in fair value included in earnings	(7,695)	0
Balance at end of the period	$ 4,664	$ 0

Property, Plant and Equipment, net (Tables)

3 Months Ended

Mar. 31, 2022

Property, Plant and Equipment [Abstract]

Components of Property and Equipment

As of March 31, 2022 and December 31, 2021, property, plant and equipment, net consisted of the following:


	2022		2021		Useful lives
Equipment	$	14,691	$	13,489	3	—	10 years
Finance lease	226		226		5 years
Furniture	1,152		808		5	—	10 years
Leasehold Improvements	3,153		2,933		Lesser of useful life/remaining lease
Tooling	3,211		3,053		2	—	3 years
Total	22,433		20,509
Less: Accumulated Depreciation	(7,913)		(7,619)
Total Property, Plant and Equipment, net	$	14,520	$	12,890

Leases

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

Leases

On January 1, 2021, the Company adopted ASU 2016-02, Leases (“Topic 842”), and the related amendments (collectively “ASC 842”). The Company elected the modified retrospective approach, under which results and disclosures for periods before January 1, 2021 were not adjusted for the new standard and the cumulative effect of the change in accounting, is recognized through accumulated deficit at the date of adoption.

Lessee

The Company leases machinery, manufacturing facilities, office space, land, and equipment under both operating and finance leases. Lease assets and lease liabilities as of March 31, 2022 and December 31, 2021 were as follows:


Leases	Classification on Balance Sheet	March 31, 2022		December 31, 2021
Assets
ROU - operating lease assets	Operating lease right-of-use asset, net	$	4,989	$	3,468
Finance lease assets	Property, plant and equipment, net	21		28
Total lease assets		$	5,010	$	3,496

	Classification on Balance Sheet	March 31, 2022		December 31, 2021
Liabilities
Current
Operating lease liability	Operating lease liability, current portion	$	899	$	1,084
Finance lease liability	Other current liabilities	6		8
Non-Current
Operating lease liability	Operating lease liability, long-term	4,943		3,224
Finance lease liability	Other liabilities	15		17
Total lease liabilities		$	5,863	$	4,333

Operating lease costs for the three months ended March 31, 2022 and 2021 were $192 and $159, respectively. As of March 31, 2022, the weighted average remaining term (in years) for the operating lease was 4.55 years and the weighted average discount rate was 9.8%. The weighted average remaining term (in years) for the finance lease was 3.70 years and the weighted average discount rate was 13.7%.

Future maturity of lease liability are as follows:


	Operating lease		Financing lease		Total
Remainder of 2022	$	1,022	$	7	$	1,029
2023	1,543		8		1,551
2024	1,623		8		1,631
2025	1,707		8		1,715
2026	1,336		1		1,337
Later years	—		—		—
Total minimum lease payments	$	7,231	$	32	$	7,263
Less amounts representing interest	1,389		11		1,400
Present value of minimum lease payments	$	5,842	$	21	$	5,863

Lessor

The Company leases energy storage systems to one customer with a 20-year term through sales-type leases. Leases offered by the Company include purchase options during the lease term with a bargain purchase option at the end of the term. At the time of accepting a lease that qualifies as a sales-type lease, the Company records the gross amount of lease payments receivable, estimated residual value of the leased equipment and unearned finance income. The unearned finance income is recognized interest income over the lease term using the interest method.

For the three months ended March 31, 2022 and 2021, the Company recognized revenue of $1,038 and $— from the sales-type lease, respectively. Net sales-type lease receivables of $1,302 and $347, net of unearned finance income are recorded under other assets on the condensed consolidated balance sheets as of March 31, 2022 and December 31, 2021, respectively.

Leases

Lessee


Leases	Classification on Balance Sheet	March 31, 2022		December 31, 2021
Assets
ROU - operating lease assets	Operating lease right-of-use asset, net	$	4,989	$	3,468
Finance lease assets	Property, plant and equipment, net	21		28
Total lease assets		$	5,010	$	3,496

	Classification on Balance Sheet	March 31, 2022		December 31, 2021
Liabilities
Current
Operating lease liability	Operating lease liability, current portion	$	899	$	1,084
Finance lease liability	Other current liabilities	6		8
Non-Current
Operating lease liability	Operating lease liability, long-term	4,943		3,224
Finance lease liability	Other liabilities	15		17
Total lease liabilities		$	5,863	$	4,333

Future maturity of lease liability are as follows:


	Operating lease		Financing lease		Total
Remainder of 2022	$	1,022	$	7	$	1,029
2023	1,543		8		1,551
2024	1,623		8		1,631
2025	1,707		8		1,715
2026	1,336		1		1,337
Later years	—		—		—
Total minimum lease payments	$	7,231	$	32	$	7,263
Less amounts representing interest	1,389		11		1,400
Present value of minimum lease payments	$	5,842	$	21	$	5,863

Lessor

Accrued Expenses - Schedule of Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accrued payroll	$ 5,696	$ 3,069
Warranty reserve	3,240	2,112
Accrued legal and professional expenses	2,277	826
Other	1,585	1,667
Total	$ 12,798	$ 7,674

Warrants liability - Related Party (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	7,001,654		7,002,254
Warrants liability - related party	$ 359		$ 926
Change in fair value, warrants liability - related party	$ (567)	$ 224
Private Placement
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	325,000		325,000

Revenue Recognition (Tables)

3 Months Ended

Mar. 31, 2022

Revenue from Contract with Customer [Abstract]

Information about Contract Liabilities from Contracts with Customers

The following table provides information about contract assets and contract liabilities from contracts with customers. Contract assets are included in other current assets and contract liabilities are included separately on the condensed consolidated balance sheets.


	March 31, 2022		December 31, 2021
Contract assets	$	938	$	1,369
Contract liabilities	$	2,923	$	849

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	200,000,000	200,000,000
Common stock, shares issued (in shares)	53,980,608	53,786,632
Common stock, shares outstanding (in shares)	53,980,608	53,786,632
Preferred stock issued per unit (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0

Note Payable (Details) - USD ($) $ in Thousands	May 01, 2021	Apr. 09, 2021	Mar. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Long-term debt, current portion			$ 1,703	$ 1,644
Long-term debt, excluding current portion			4,279	$ 4,727
Hi-Power Purchase Agreement \| Note payable
Debt Instrument [Line Items]
Long-term debt, current portion			4,970
Long-term debt, excluding current portion			$ 13,892
Hi-Power
Debt Instrument [Line Items]
Aggregate purchase price		$ 25,000
Amount due at closing	$ 5,000

Property, Plant and Equipment, net - Components of Property and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property, plant, and equipment and finance lease right-of-use asset	$ 22,433	$ 20,509
Less: Accumulated Depreciation	(7,913)	(7,619)
Property and equipment, net	14,520	12,890
Equipment
Property, Plant and Equipment [Line Items]
Property, plant, and equipment and finance lease right-of-use asset	$ 14,691	13,489
Equipment \| Minimum
Property, Plant and Equipment [Line Items]
Useful lives	3 years
Equipment \| Maximum
Property, Plant and Equipment [Line Items]
Useful lives	10 years
Finance lease
Property, Plant and Equipment [Line Items]
Property, plant, and equipment and finance lease right-of-use asset	$ 226	226
Useful lives	5 years
Furniture
Property, Plant and Equipment [Line Items]
Property, plant, and equipment and finance lease right-of-use asset	$ 1,152	808
Furniture \| Minimum
Property, Plant and Equipment [Line Items]
Useful lives	5 years
Furniture \| Maximum
Property, Plant and Equipment [Line Items]
Useful lives	10 years
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Property, plant, and equipment and finance lease right-of-use asset	$ 3,153	2,933
Tooling
Property, Plant and Equipment [Line Items]
Property, plant, and equipment and finance lease right-of-use asset	$ 3,211	$ 3,053
Tooling \| Minimum
Property, Plant and Equipment [Line Items]
Useful lives	2 years
Tooling \| Maximum
Property, Plant and Equipment [Line Items]
Useful lives	3 years

Subsequent Events (Details) - Subsequent event - USD ($) $ / shares in Units, $ in Thousands	Apr. 28, 2022	Apr. 07, 2022
Standby Equity Purchase Agreement
Subsequent Event [Line Items]
Common stock standby equity purchase agreement	$ 200,000
Each sale aggregate value	$ 20,000
Share price as percentage of market price	97.00%
Sale of stock, percentage of ownership after transaction	9.99%
Sale of stock ownership threshold after exchange cap percent	19.99%
Sale of stock, price per share (in dollars per share)	$ 2.15
Maximum borrowing capacity under agreement	$ 50,000
Payment in Kind (PIK) Note
Subsequent Event [Line Items]
Proceeds from issuance of debt		$ 2,900
Senior Notes \| 2021 Convertible Senior Notes
Subsequent Event [Line Items]
Proceeds from issuance of debt		$ 102,900

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities
Net loss	$ (45,791)	$ (21,456)
Adjustment to reconcile net loss to net cash used in operating activities
Stock-based compensation	3,943	2,478
Depreciation and amortization	995	485
Non-cash lease expense	192	159
Income from equity in unconsolidated joint venture	0	(440)
Accreted interest on convertible note payable - related party	543	0
Amortization of debt issuance cost	87	0
Change in fair value, embedded derivative - related party	(7,695)	0
Change in fair value, warrants liability - related party	(567)	224
Changes in operating assets and liabilities:
Prepaid expenses	102	261
Inventory	2,684	122
Accounts receivable	(768)	(184)
Vendor deposits	(2,258)	(466)
Security deposits	11	20
Accounts payable	(1,172)	789
Accrued expenses	5,126	54
Accounts payable and accrued expenses - related parties	(1,200)	8,719
Provision for firm purchase commitments	0	(1,585)
Operating lease liabilities	(179)	(148)
Contract liabilities	2,074	750
Interest payable - related party	1,544	0
Note payable	167	0
Other	(570)	515
Net cash used in operating activities	(42,732)	(9,703)
Cash flows from investing activities
Investment in notes receivable	0	(2,870)
Investment in joint venture	0	(4,000)
Purchases of property, plant and equipment	(5,132)	(4,490)
Net cash used in investing activities	(5,132)	(11,360)
Cash flows from financing activities
Principal payments on finance (capital) lease obligations	(4)
Principal payments on finance (capital) lease obligations		(3)
Proceeds from exercise of public warrants	7	0
Repurchase of shares from employees for income tax withholding purposes	(826)	0
Repayment of other financing	0	(70)
Repayment of equipment financing facility	(389)	0
Net cash used in financing activities	(1,212)	(73)
Net decrease in cash, cash equivalents and restricted cash	(49,076)	(21,136)
Cash, cash equivalents and restricted cash, beginning of the period	105,692	121,853
Cash, cash equivalents and restricted cash, end of the period	56,616	100,717
Non-cash investing and financing activities
Accrued and unpaid capital expenditures	878	0
Right-of-use operating lease assets in exchange for lease liabilities	2,112	3,662
Supplemental disclosures
Cash paid for interest	$ 224	$ 51

Stock-Based Compensation

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Stock-Based Compensation

Stock-based compensation expense included in the condensed consolidated statements of operations was as follows:


	For the three months ended
	March 31, 2022		March 31, 2021
Stock options	$	911	$	1,524
Restricted stock units	3,032		954
Total	$	3,943	$	2,478

The stock compensation expense has been recorded in cost of goods sold, research and development expenses, and selling, general and administrative expenses in the condensed consolidated statements of operations.

The following table summarizes stock option activity for the three months ended March 31, 2022:


	Units	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (years)
Options Outstanding at December 31, 2021	2,023,460	$	9.51	6.3
Cancelled/Forfeited	(51,369)	$	10.28
Options Outstanding at March 31, 2022	1,972,091	$	9.49	5.8
Options Exercisable at March 31, 2022	1,179,834	$	9.97	6.1

A summary of restricted stock units (RSU) activity during the three months ended March 31, 2022 is as follows:


	Units	Weighted-Average Grant-Data Fair Value
RSU Outstanding at December 31, 2021	2,194,756	$	16.36
Granted	1,149,280	$	4.14
Cancelled/Forfeited	(226,400)	$	11.65
Vested	(305,651)	$	20.35
RSU Outstanding at March 31, 2022	2,811,985	$	11.31

In 2022, the Company reserved an additional 537,866 shares for the Amended and Restated 2020 Incentive Plan. As of March 31, 2022 and December 31, 2021, 1,949,261 and 2,282,906 shares remain for future issuance, respectively. Options vest generally over three to five years and have a term of five to ten years. RSUs generally vest over three to four years. During the three months ended March 31, 2022, the Company only granted RSUs with service conditions. Stock compensation is recognized on a straight-line basis over the requisite service period of the award, which is generally the award vesting term. For awards with performance conditions, compensation expense is recognized using an accelerated attribution method over the vesting period. The performance conditions primarily relate to achievement of sales targets. As of March 31, 2022, within the total options outstanding, there were 28,818 performance-based stock options, all of which are expected to vest in the next four years.

Unrecognized stock compensation expenses amounted to $28,662 and included $26,152 attributable to RSUs and $2,510 attributable to stock options. The weighted average vesting period for the stock options and RSUs was 1.3 years and 2.2 years as of March 31, 2022, respectively.

No options were granted for the three months ended March 31, 2022. The weighted average assumptions used to determine the fair value of options granted in the three months ended March 31, 2021 were as follows:


	2021
Volatility	57.43	%
Risk free interest rate	1.11	%
Expected life (years)	6.25
Dividend yield	0	%

The RSUs issued were valued at the stock prices of the Company on the date of grant.

The weighted average grant date fair value of all options granted was $9.49 per option for the three months ended March 31, 2021.

Fair Value Measurement

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurement

The Company’s financial instruments consist of cash and cash equivalents, restricted cash, Private Placement Warrants, accounts receivable, notes receivable, contract assets, accounts payable, note payable, convertible note payable — related party, contract liabilities and long-term debt.

Accounting standards establish a hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three levels. The fair value hierarchy gives the highest priority to quoted market prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Accounting standards require financial assets and liabilities to be classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and the exercise of this judgment may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels.

The carrying value of cash and cash equivalents, restricted cash, accounts receivable, contract assets, contract liabilities and accounts payable are considered to be representative of their fair value due to the short maturity of these instruments.

The table below summarizes the fair values of certain liabilities that are included within our accompanying condensed consolidated balance sheets, and their designations among the three fair value measurement categories:


	March 31, 2022						December 31, 2021
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Liabilities
Private Placement Warrants	$	—	$	359	$	—	$	—	$	926	$	—
Embedded derivative liability within the 2021 Convertible Note	$	—	$	—	$	4,664	$	—	$	—	$	12,359

The following table presents a roll-forward of the activity of all liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2022 and 2021.


	March 31, 2022		March 31, 2021
Balance at beginning of the period	$	12,359	$	—
Change in fair value included in earnings	(7,695)		—
Balance at end of the period	$	4,664	$	—

The estimated fair value of financial instruments not carried at fair value in the condensed consolidated balance sheets was as follows:


	Level in fair value hierarchy	March 31, 2022				December 31, 2021
		Carrying Value		Fair Value		Carrying Value		Fair Value
Notes receivable	3	$	3,619	$	2,519	$	3,650	$	2,805
Note payable	3	$	18,862	$	14,973	$	18,695	$	14,607
Equipment financing facility	3	$	5,982	$	5,500	$	6,371	$	5,951
2021 Convertible Note without embedded derivative liability	3	$	72,419	$	61,036	$	71,789	$	61,866

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Intangible Assets

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

Intangible assets consist of various patents valued at $400, which represents the cost to acquire the patents. These patents are determined to have useful lives and are amortized into the results of operations over ten years. For the three months ended March 31, 2022 and 2021, the Company recorded amortization expenses of $10 for each period related to patents.

Estimated future amortization expense of intangible assets as of March 31, 2022 are as follows:


Remainder of 2022	$	30
2023	40
2024	40
2025	40
2026	40
Thereafter	80
Total	$	270

Acquisition - Related Fair Values (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Apr. 09, 2021
Business Acquisition [Line Items]
Goodwill	$ 4,331	$ 4,331
Hi-Power
Business Acquisition [Line Items]
Inventory			$ 2,666
Vendor deposits			818
Property, plant and equipment, net			74
Goodwill			4,331
Accounts payable and accrued expenses			(3,634)
Provision for firm purchase commitments			(3,890)
Net assets acquired, net of cash and cash equivalents of $53			365
Cash and cash equivalents			$ 53

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 55,361	$ 104,831
Restricted cash	1,255	861
Accounts receivable, net	2,684	1,916
Inventory, net	10,292	12,976
Vendor deposits	21,722	16,653
Notes receivable, net	104	103
Prepaid expenses	2,493	2,595
Other current assets	2,243	2,637
Total current assets	96,154	142,572
Property, plant and equipment, net	14,520	12,890
Intangible assets, net	270	280
Goodwill	4,331	4,331
Security deposits, net	1,228	1,239
Notes receivable, long-term, net	3,515	3,547
Operating lease right-of-use asset, net	4,989	3,468
Other assets, net	1,852	848
Total assets	126,859	169,175
Current liabilities:
Accounts payable	11,660	12,531
Accrued expenses	12,798	7,674
Accounts payable and accrued expenses - related parties	0	1,200
Operating lease liability, current portion	899	1,084
Note payable, current portion	4,970	4,926
Long-term debt, current portion	1,703	1,644
Contract liabilities, current portion	1,763	849
Other current liabilities	6	9
Total current liabilities	33,799	29,917
Long-term liabilities:
Operating lease liability, long-term	4,943	3,224
Note payable, excluding current portion	13,892	13,769
Long-term debt, excluding current portion	4,279	4,727
Convertible note payable - related party	77,083	84,148
Interest payable - related party	1,544	0
Contract liabilities, long-term	1,160	0
Warrants liability - related party	359	926
Other liabilities	20	17
Total long-term liabilities	103,280	106,811
Total liabilities	137,079	136,728
COMMITMENTS AND CONTINGENCIES (NOTE 9)
SHAREHOLDERS' EQUITY (DEFICIT)
Common Stock, $0.0001 par value, 200,000,000 shares authorized, 53,980,608 and 53,786,632 shares outstanding at March 31, 2022 and December 31, 2021, respectively	5	5
Preferred stock, $0.0001 par value, 1,000,000 shares authorized, no shares outstanding at March 31, 2022 and December 31, 2021	0	0
Additional paid in capital	452,093	448,969
Accumulated deficit	(462,318)	(416,527)
Total shareholders' equity (deficit)	(10,220)	32,447
Total liabilities and shareholders’ equity (deficit)	$ 126,859	$ 169,175

Convertible Note Payable - Related party - Disaggregates the Net Carrying Value (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021	Jul. 06, 2021
Debt Instrument [Line Items]
Convertible notes payable, net	$ 5,982	$ 6,371
2021 Convertible Note without embedded derivative liability \| Senior Notes
Debt Instrument [Line Items]
Principal	102,900	102,900	$ 100,000
Discount, original issuance	(27,778)	(28,321)
Unamortized debt issuance costs	(2,703)	(2,790)
Discount, beneficial conversion features	4,664	12,359
Convertible notes payable, net	$ 77,083	$ 84,148

- Definition

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References + Details

Acquisition (Tables)

3 Months Ended

Mar. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the final allocation of the purchase price to the fair values of the assets acquired and liabilities assumed as of the Acquisition Date. There were no material changes to the purchase price allocation during the three months ended March 31, 2022.


	Amount
Inventory	$	2,666
Vendor deposits	818
Property, plant and equipment, net	74
Goodwill	4,331
Accounts payable and accrued expenses	(3,634)
Provision for firm purchase commitments	(3,890)
Net assets acquired, net of cash and cash equivalents of $53 1	$	365

Notes receivable, net and Variable interest entities (“VIEs”) consideration (Details) - Variable Interest Entity, not primary beneficiary - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Variable Interest Entity [Line Items]
Loan commitment on the consolidated balance sheet	$ 3,619	$ 3,650
Financing receivable, allowance for credit loss	$ 7	$ 6

- Definition

Amount of allowance for credit loss on financing receivable. Excludes allowance for financing receivable covered under loss sharing agreement.

+ References + Details

Leases - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
Leases - Narrative (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Jan. 01, 2021
Leases [Abstract]
Operating lease right-of-use asset, net	$ 4,989		$ 3,468	$ 3,662
Present value of minimum lease payments	5,842			$ 4,465
Operating lease, cost	$ 192	$ 159
Operating lease, weighted average remaining lease term	4 years 6 months 18 days
Operating lease, weighted average discount rate, percent	9.80%
Finance lease, weighted average remaining lease term	3 years 8 months 12 days
Finance lease, weighted average discount rate, percent	13.70%
Sales-type lease, term of contract	20 years
Sales-type lease, interest income, lease receivable	$ 1,038	0
Sales-type lease, lease receivable	$ 1,302	$ 347

Accrued Expenses

3 Months Ended

Mar. 31, 2022

Payables and Accruals [Abstract]

Accrued Expenses

As of March 31, 2022 and December 31, 2021, accrued expenses consisted of the following:


	March 31, 2022		December 31, 2021
Accrued payroll	$	5,696	$	3,069
Warranty reserve	3,240		2,112
Accrued legal and professional expenses	2,277		826
Other	1,585		1,667
Total	$	12,798	$	7,674

The following table summarizes warranty reserve activity for the three months ended March 31, 2022.


	March 31, 2022
Warranty reserve - beginning of period	$	2,112
Additions for current year deliveries	673
Changes in the estimate of warranty reserve	955
Warranty costs incurred	(500)
Warranty reserve - end of period	$	3,240

Revenue Recognition

3 Months Ended

Mar. 31, 2022

Revenue from Contract with Customer [Abstract]

Revenue Recognition

The Company primarily earns revenue from sales of its energy storage systems and services including installation, commissioning, and extended warranty services. Product revenues, which were recognized at a point in time, were $3,293 and $164 for the three months ended March 31, 2022 and 2021, respectively and service revenues, which were recognized over time, were $5 and $— for the three months ended March 31, 2022 and 2021, respectively.

For the three months ended March 31, 2022, we had three customers who accounted for 43.6%, 31.5% and 15.1% of the total revenue. For the three months ended March 31, 2021, we had one customer who accounted for 100% of the total revenue.

Contract assets and Contract liabilities


	March 31, 2022		December 31, 2021
Contract assets	$	938	$	1,369
Contract liabilities	$	2,923	$	849

The Company recognizes contract assets for certain contracts in which revenue recognition performance obligations have been satisfied however, invoicing to the customer has not yet occurred. Contract liabilities primarily relate to advance consideration received from customers in advance of the Company’s satisfying performance obligations under contractual arrangements. Contract balances are reported in a net contract asset or liability position on a contract-by-contract basis at the end of each reporting period.

Contract assets decreased by $431 during the three months ended March 31, 2022 due to reclassifications to accounts receivable from billings on existing contracts. Contract liabilities increased by $2,074 during the three months ended March 31, 2022, reflecting $2,170 in customer billings, which were not recognized as revenue during the period, offset by the recognition of $96 of revenue during the three months ended March 31, 2022 that was included in the contract liability balance at the beginning of the period.

Contract liabilities increased by $750 during the three months ended March 31, 2021 due to the timing of customer invoices in relation to the timing of revenue recognized. The Company recognized $— of revenue during the three months ended March 31, 2021 that was included in the contract liability balance at the beginning of the period.

Contract liabilities of $1,763 as of March 31, 2022 are expected to be recognized within the next twelve months. $1,160 of long-term contract liabilities are expected to be recognized as revenue during 2023.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

+ Details

Fair Value Measurement (Tables)

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis


	March 31, 2022						December 31, 2021
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Liabilities
Private Placement Warrants	$	—	$	359	$	—	$	—	$	926	$	—
Embedded derivative liability within the 2021 Convertible Note	$	—	$	—	$	4,664	$	—	$	—	$	12,359

Liabilities measured at fair value on recurring basis using significant unobservable inputs (Level 3)


	March 31, 2022		March 31, 2021
Balance at beginning of the period	$	12,359	$	—
Change in fair value included in earnings	(7,695)		—
Balance at end of the period	$	4,664	$	—

Fair Value, Liabilities Measured on Recurring Basis

The estimated fair value of financial instruments not carried at fair value in the condensed consolidated balance sheets was as follows:


	Level in fair value hierarchy	March 31, 2022				December 31, 2021
		Carrying Value		Fair Value		Carrying Value		Fair Value
Notes receivable	3	$	3,619	$	2,519	$	3,650	$	2,805
Note payable	3	$	18,862	$	14,973	$	18,695	$	14,607
Equipment financing facility	3	$	5,982	$	5,500	$	6,371	$	5,951
2021 Convertible Note without embedded derivative liability	3	$	72,419	$	61,036	$	71,789	$	61,866

Property, Plant and Equipment, net

3 Months Ended

Mar. 31, 2022

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment, net

As of March 31, 2022 and December 31, 2021, property, plant and equipment, net consisted of the following:


	2022		2021		Useful lives
Equipment	$	14,691	$	13,489	3	—	10 years
Finance lease	226		226		5 years
Furniture	1,152		808		5	—	10 years
Leasehold Improvements	3,153		2,933		Lesser of useful life/remaining lease
Tooling	3,211		3,053		2	—	3 years
Total	22,433		20,509
Less: Accumulated Depreciation	(7,913)		(7,619)
Total Property, Plant and Equipment, net	$	14,520	$	12,890

Depreciation and amortization expense related to property, plant and equipment was $985 and $475 for the three months ended March 31, 2022 and 2021, respectively.

Convertible Note Payable - Related party - Narrative (Details) $ in Thousands		3 Months Ended		12 Months Ended
	Jul. 06, 2021 USD ($)	Mar. 31, 2022 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)
Debt Instrument [Line Items]
Interest payable - related party		$ 1,544		$ 0
2021 Convertible Note without embedded derivative liability
Debt Instrument [Line Items]
Conversion ratio	0.0499910
Gain (loss) on beneficial conversion feature		7,695
Interest expense		2,174	$ 0
Interest payable - related party		1,544		0
Senior Notes \| 2021 Convertible Note without embedded derivative liability
Debt Instrument [Line Items]
Principal	$ 100,000	102,900		102,900
Discount, beneficial conversion features		$ 4,664		$ 12,359

Inventory (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Raw materials	$ 9,833	$ 11,898
Work-in-process	227	43
Finished goods	232	1,035
Total Inventory, net	$ 10,292	$ 12,976

Long-term Debt

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Long-term Debt

Convertible Note Payable - Related party

As previously reported, on July 6, 2021, the Company entered into an investment agreement (the “Investment Agreement”) with Spring Creek Capital, LLC, a wholly-owned, indirect subsidiary of Koch Industries providing for the issuance and sale to Koch Industries of convertible notes in the aggregate principal amount of $100,000 (“2021 Convertible Note”). The transactions contemplated by the Investment Agreement closed on July 7, 2021 (the “Issue Date”). The Maturity Date of the 2021 Convertible Note is June 30, 2026, subject to earlier conversion, redemption, or repurchase.

The Company estimated the fair value of the embedded conversion feature using a binomial lattice model at the inception and on subsequent valuation dates. This model incorporates inputs such as the stock price of the Company, dividend yield, risk-free interest rate, the effective debt yield and expected volatility. The effective debt yield and volatility involve unobservable inputs classified as Level 3 of the fair value hierarchy. Refer to Note 20 for definition of the fair value hierarchy. The assumptions used to determine the fair value of the embedded conversion feature as of December 31, 2021 and March 31, 2022 and are as follows:


	March 31, 2022		December 31, 2021
Term	4.25 years		4.5 years
Dividend yield	—	%	—	%
Risk-free interest rate	2.4	%	1.2	%
Volatility	65.0	%	60.0	%
Effective debt yield	20.5	%	19.0	%

As of March 31, 2022 and December 31, 2021, the fair value of the embedded conversion feature was $4,664 and $12,359, respectively. The Company recognized a gain of $7,695 attributable to the change in fair value of the embedded conversion feature for the three months ended March 31, 2022.

The following table summarizes interest expense recognized for the three months ended March 31, 2022:


	March 31, 2022
Contractual interest expense	$	1,544
Amortization of debt discount	543
Amortization of debt issuance costs	87
Total	$	2,174

The 2021 Convertible Note as of March 31, 2022 and December 31, 2021 was comprised of the following:


	March 31, 2022		December 31, 2021
Principal	$	102,900	$	102,900
Unamortized debt discount	(27,778)		(28,321)
Unamortized debt issuance costs	(2,703)		(2,790)
Embedded conversion feature	4,664		12,359
Aggregate carrying value	$	77,083	$	84,148

As of the date of this report, the Company intends to repay the contractual interest due on June 30, 2022 and December 30, 2022 in-kind and the remaining interest in cash. Therefore, as of March 31, 2022 and December 31, 2021, interest payable attributable to the 2021 Convertible Note of $1,544 and $— was recorded as interest payable -

related party as a long term liability on the condensed consolidated balance sheets. Long-term Debt

Long-term debt consists of the outstanding balances from the previously-reported $25,000 equipment financing facility with Trinity Capital Inc. ("Trinity"). As of March 31, 2022, the Company had drawn $7,000 from the equipment financing facility with an effective interest rate of 14.3%.

As of March 31, 2022 and December 31, 2021, total long-term debt was $5,982 and $6,371, with $1,703 and $1,644 of the principal recorded as a current liability on the condensed consolidated balance sheets, respectively. For the three months ended March 31, 2022, the Company recognized $219 as interest expense attributable to the equipment financing agreement. As of March 31, 2022, the unused commitment from the equipment financing facility was $18,000.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020
Statement of Cash Flows [Abstract]
Cash and cash equivalents	$ 55,361	$ 104,831	$ 100,717
Restricted cash	1,255	861	0
Total cash, cash equivalents and restricted cash	$ 56,616	$ 105,692	$ 100,717	$ 121,853

Investment in unconsolidated joint venture	3 Months Ended
Investment in unconsolidated joint venture	Mar. 31, 2022
Equity Method Investments and Joint Ventures [Abstract]
Investment in unconsolidated joint venture	Investment in unconsolidated joint ventureIn August 2019, the Company entered into an agreement with Holtec Power, Inc. (“Holtec”) to form the unconsolidated joint venture HI-POWER LLC (“Hi-Power” or “JV”). The JV was formed in order to manufacture the products for all of the Company’s projects in North America. Accordingly, the Company had purchased battery storage systems and spare parts from the JV. The facility is located in Turtle Creek, Pennsylvania. The Company’s financial commitment to the JV upon inception was $4,100 in the form of a combination of cash and special purpose manufacturing equipment. Eos’s initial ownership interest was 49%. On April 9, 2021, the Company acquired the remaining 51% ownership interest and Hi-Power became a wholly-owned subsidiary thereafter. Refer to Note 2 for the acquisition details. For the three months ended March 31, 2022 and 2021, contributions made to the JV were $— and $4,000, respectively. The investment income recognized from the unconsolidated joint venture under the equity method of accounting was $— and $440 for the three months ended March 31, 2022 and 2021, respectively.

Intangible Assets - Narratives (Details) - Patents - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross patents value	$ 400
Patents useful lives	10 years
Patents amortization expenses	$ 10	$ 10

Commitments and Contingencies (Details) $ in Thousands	Mar. 31, 2022 USD ($)
Other Commitments [Line Items]
Loss contingency accrual	$ 900
Batteries
Other Commitments [Line Items]
Non-cancellable purchase commitment	$ 1,724

Stock-Based Compensation - Summary of Stock Option Activity (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Units
Beginning outstanding balance (in shares)	2,023,460
Cancelled/Forfeited (in shares)	(51,369)
Ending outstanding balance (in shares)	1,972,091	2,023,460
Exercisable (in shares)	1,179,834
Weighted-Average Grant-Data Fair Value
Beginning outstanding balance (in dollars per share)	$ 9.51
Cancelled/Forfeited (in dollars per share)	10.28
Ending outstanding balance (in dollars per share)	9.49	$ 9.51
Exercisable (in dollars per share)	$ 9.97
Weighted-Average Remaining Contractual Term (years)
Options outstanding	5 years 9 months 18 days	6 years 3 months 18 days
Options exercisable	6 years 1 month 6 days

Leases - Future Maturity of Lease Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Jan. 01, 2021
Operating lease
Remainder of 2022	$ 1,022
2023	1,543
2024	1,623
2025	1,707
2026	1,336
Later years	0
Total minimum lease payments	7,231
Less amounts representing interest	1,389
Present value of minimum lease payments	5,842		$ 4,465
Financing lease
Remainder of 2022	7
2023	8
2024	8
2025	8
2026	1
Later years	0
Total minimum lease payments	32
Less amounts representing interest	11
Present value of minimum lease payments	21
Total
Remainder of 2022	1,029
2023	1,551
2024	1,631
2025	1,715
2026	1,337
Later years	0
Total minimum lease payments	7,263
Less amounts representing interest	1,400
Present value of minimum lease payments	$ 5,863	$ 4,333

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	. Commitments and Contingencies Lease Commitments The Company has lease commitments under lease agreements. Refer to Note 19 for discussion. Firm Purchase Commitments To ensure adequate and timely supply of raw material for production, the Company, from time to time, enters into non-cancellable purchase contracts with vendors. As of March 31, 2022, the Company had open purchase commitments of $1,724 under these contracts. Legal proceedings As of March 31, 2022, the Company remains under a previously-reported investigation by the U.S. Department of Justice (“DOJ”) for underpayment of certain custom duties from the past years for the imports of supplies from international vendors. As of the date of this report, no complaint has been filed against the Company. The Company accrued $900 for the probable loss included in accrued expenses on the condensed consolidated balance sheets as of March 31, 2022. However, at this time, it is difficult to predict the final outcome or resolution of any claims. In April 2022, the Company received a subpoena from the U.S. Securities and Exchange Commission requesting information regarding a variety of matters, including negotiations and agreements with customers and the Company’s disclosures to investors. The Company is fully cooperating with the investigation, which is at an early stage, and is endeavoring to address all inquiries raised by the SEC staff as expeditiously as possible.

Stock-Based Compensation - Narratives (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of additional shares authorized for issuance (in shares)	537,866
Number of shares remain for future issuance (in shares)	1,949,261		2,282,906
Unrecognized stock compensation expense	$ 28,662
Unrecognized stock compensation expense attributable to RUs	$ 2,510
Granted (in shares)	0
Weighted average grant date fair value of options granted (in dollars per share)		$ 9.49
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options vesting term	4 years
Stock options \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options vesting term	3 years
Options term	5 years
Stock options \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options vesting term	5 years
Options term	10 years
Stock options \| Weighted Average
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options vesting term	1 year 3 months 18 days
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options, vested and expected to vest, outstanding, number (in shares)	28,818
Unrecognized stock compensation expense attributable to stock option	$ 26,152
Restricted stock units \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options vesting term	3 years
Restricted stock units \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options vesting term	4 years
Restricted stock units \| Weighted Average
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options vesting term	2 years 2 months 12 days

Inventory

3 Months Ended

Mar. 31, 2022

Inventory Disclosure [Abstract]

Inventory

The following table provides information about inventory balances:


	March 31, 2022		December 31, 2021
Raw materials	$	9,833	$	11,898
Work-in-process	227		43
Finished goods	232		1,035
Total Inventory, net	$	10,292	$	12,976

Fair Value Measurement - Fair Value of Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Private Placement Warrants	$ 359	$ 926
Fair Value, Inputs, Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Private Placement Warrants	0	0
Fair Value, Inputs, Level 1 \| Embedded Derivative Financial Instruments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Embedded derivative liability within the 2021 Convertible Note	0	0
Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Private Placement Warrants	359	926
Fair Value, Inputs, Level 2 \| Embedded Derivative Financial Instruments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Embedded derivative liability within the 2021 Convertible Note	0	0
Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Private Placement Warrants	0	0
Fair Value, Inputs, Level 3 \| Embedded Derivative Financial Instruments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Embedded derivative liability within the 2021 Convertible Note	$ 4,664	$ 12,359

Property, Plant and Equipment, net - Narratives (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation expense related to property and equipment	$ 985	$ 475

Leases - Balance Sheet Classification (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Jan. 01, 2021
Leases [Abstract]
Operating lease right-of-use asset, net	$ 4,989	$ 3,468	$ 3,662
Finance lease assets	21	28
Total lease assets	5,010	3,496
Liabilities
Operating lease liability, current portion	899	1,084
Finance lease liability	6	8
Operating lease liability, long-term	4,943	3,224
Finance lease liability	15	17
Present value of minimum lease payments	$ 5,863	$ 4,333
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Property, plant and equipment, net	Property, plant and equipment, net
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Other current liabilities	Other current liabilities
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other liabilities	Other liabilities

Revenue Recognition - Information about Contract Liabilities from Contracts with Customers (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Contract assets	$ 938	$ 1,369
Contract liabilities	$ 2,923	$ 849

Warrants liability - Related Party	3 Months Ended
Warrants liability - Related Party	Mar. 31, 2022
Other Liabilities Disclosure [Abstract]
Warrants liability - Related Party	Warrants liability - Related PartyThe Private Placement Warrants issued to the Sponsor of BMRG in its initial public offering on May 22, 2020 became exercisable on May 22, 2021. The Private Placement Warrants are classified as Level 2 financial instruments in the fair value hierarchy. Refer to Note 20 for definition of the fair value hierarchy. They are valued on the basis of the quoted price of the Public Warrants, adjusted for insignificant difference between the Public Warrants and Private Placement Warrants. 325,000 Private Placement Warrants were outstanding with a fair value of $359 and $926 as of March 31, 2022 and December 31, 2021, respectively. The change in fair value for the three months ended March 31, 2022 and 2021 amounted to $567 and $(224), respectively, which has been recognized in Change in fair value, warrants liability - related party in the Company’s condensed consolidated statements of operations.

Income Taxes - Narratives (Details) - USD ($)	3 Months Ended
Income Taxes - Narratives (Details) - USD ($)	Mar. 31, 2022	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Tax provision (benefit)	$ (42,000)	$ 0

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Stock-Based Compensation - Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense	$ 3,943	$ 2,478
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense	911	1,524
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense	$ 3,032	$ 954

Related Party Transactions	3 Months Ended
Related Party Transactions	Mar. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions Convertible Note Payable In July 2021, the Company issued $100,000 aggregate principal amount of convertible notes to Spring Creek Capital, LLC, a wholly-owned, indirect subsidiary of Koch Industries, Inc (the “2021 Convertible Note” or the “Notes”). In connection with the 2021 Convertible Note, the Company paid $3,000 to B. Riley Securities, Inc., a related party, who acted as a placement agent. This transaction was reviewed and approved as a related party transaction. As of December 31, 2021, interest expense of $2,900 from the 2021 Convertible Note was recorded as convertible notes - related party on the condensed consolidated balance sheets. For the three months ended March 31, 2022 and 2021, interest expense of $2,174 and $— was recorded for the 2021 Convertible Note. The change in fair value of the embedded derivative of $7,695 was recorded for the three months ended March 31, 2022 on the condensed consolidated statements of operations. As of March 31, 2022 and December 31, 2021, interest payable of $1,544 and $— was recorded as interest payable - related party on the condensed consolidated balance sheets. Refer to Note 14 for more information. Loss on pre-existing agreement For the three months ended March 31, 2022 and 2021, $— and $7,852 was charged to loss on pre-existing agreement in connection with the acquisition of Hi-Power, respectively. Refer to Note 2 for the acquisition details. Disgorgement of short swing profits For the three months ended March 31, 2021, the Company received $432 from its then affiliated company B. Riley Securities, Inc resulting from disgorgement of short swing profits under Section 16 (b) of the Exchange Act. This amount was recognized as an increase to Additional Paid in Capital as a capital contribution from stockholder when it was earned. Warrants liability The Company has private warrants issued to an affiliated company owned by B. Riley Financial, Inc. as of March 31, 2022 and December 31, 2021. Refer to Note 17 for details. Settlement Agreement As disclosed at the time of the Merger Agreement, prior to the execution and delivery of the Merger Agreement, certain unitholders of EES (“Hellman Parties”) asserted claims (“Threatened Claims”) against another director and affiliated investors, including AltEnergy Storage VI, LLC (the "Securityholder Representative"), questioning the dilutive effect of certain historical security issuances on the former EES common unitholders. Under the Merger Agreement, the Securityholder Representative had the obligation to defend against the Threatened Claims, and the Company had the obligation to advance or cause to be advanced to the Securityholder Representative up to $5,000 of defense costs, subject to a deductible of $2,000 (the "Deductible"), in connection with the investigation, defense, or settlement of any Threatened Claims. The Deductible was to be borne by the Company, and any additional amounts advanced were reimbursable by the former unitholders of EES. On December 1, 2021, a Settlement Agreement was entered into between Hellman Parties and the Securityholder Representative pursuant to which, 300,000 Eos Shares (“Settlement Shares”) were to be transferred to the Hellman parties from the EES unitholders at the time of merger. On December 28, 2021, the independent members of the Company’s Board of Directors approved a contribution of $1,200 towards the Settlement based on their determination that, among other reasons, this contribution (i) would ensure that the Company would not have to spend the entire $2,000 Deductible towards the costs of defense if the litigation were to continue, (ii) would avoid the distraction, uncertainty, and overhang of litigation relating to the Mergers, (iii) would benefit the Company’s future relationships with its long-term investors, and (iv) would generate future goodwill with such investors during an important growth stage of the Company. Because the Company’s contribution benefited certain Eos shareholders at the time of the Merger Agreement, including AltEnergy LLC and B. Riley Financial Inc, this transaction was reviewed and approved as a related party transaction. On December 29, 2021, an amendment to the Settlement Agreement was entered into, pursuant to which, $1,200 of the value represented by the Settlement Shares was to be paid in cash, representing the equivalent of 140,023 of the Settlement Shares. The Company accrued $1,200 in accounts payable and accrued expenses - related party on December 31, 2021, which has been paid on January 4, 2022. The remaining 159,977 in Settlement Shares were transferred to the Hellman Parties from the former EES unitholders, on a pro rata basis, on December 29, 2021.

Nature of Operations and Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The unaudited condensed consolidated financial statements include the accounts of the Company and its 100% owned direct and indirect subsidiaries and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All intercompany transactions and balances have been eliminated in the preparation of the condensed consolidated financial statements. These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements, and the notes thereto, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. These interim results are not necessarily indicative of results for the full year.
Reclassification of Prior Year Presentation	Reclassification of Prior Year PresentationCertain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.
Recently Adopted Accounting Pronouncements and Recent Accounting Pronouncements	Recently Adopted Accounting Pronouncements On January 1, 2021, the Company adopted ASU 2016-02, Leases ("Topic 842"), using the transition method introduced by ASU 2018-11, which does not require revisions to comparative periods. Adoption of the new standard resulted in the recording of lease assets and lease liabilities of $3,662 and $4,465, respectively, as of January 1, 2021. The difference between the lease assets and lease liabilities primarily relates to deferred rent recorded in accordance with the previous leasing guidance. The new standard did not materially impact our consolidated statements of operations or statements of cash flows. On January 1, 2021, the Company adopted ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326), and the subsequent amendments. The standard sets forth an expected credit loss model which requires the measurement of expected credit losses for financial instruments based on historical experience, current conditions and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost, and certain off-balance sheet credit exposures. The adoption of this standard did not have a material impact on our consolidated financial statements. Recent Accounting Pronouncements As of March 31, 2022, we implemented all applicable new accounting standards and updates issued by the Financial Accounting Standards Board ("FASB") that were in effect. There were no new standards or updates adopted during the three months ended March 31, 2022 that had a material impact on our condensed consolidated financial statements.

Shareholders’ Equity (Deficit) (Tables)

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

Antidilutive Shares Excluded from Calculation of Earnings Per Share

The following potentially dilutive shares were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented:


	For the three months ended March 31,
	2022	2021
Stock options and restricted stock units	4,784,076	3,336,539
Warrants	7,326,654	9,075,000
Convertible Notes (if converted)	5,144,074	—

Intangible Assets - Estimated Future Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Remainder of 2022	$ 30
2023	40
2024	40
2025	40
2026	40
Thereafter	80
Total	$ 270	$ 280

Convertible Note Payable - Related party - Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Debt Instrument [Line Items]
Accreted interest on convertible note payable - related party	$ 543	$ 0
Amortization of debt issuance cost	87	0
2021 Convertible Note without embedded derivative liability
Debt Instrument [Line Items]
Contractual interest expense	1,544
Accreted interest on convertible note payable - related party	543
Amortization of debt issuance cost	87
Total	$ 2,174	$ 0

Fair Value Measurement - Carrying Value and Fair Value (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Carrying Value \| Notes receivable
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument	$ 3,619	$ 3,650
Carrying Value \| Note payable
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument	18,862	18,695
Carrying Value \| Equipment financing facility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument	5,982	6,371
Carrying Value \| 2021 Convertible Note without embedded derivative liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument	72,419	71,789
Fair Value \| Fair Value, Inputs, Level 3 \| Notes receivable
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument	2,519	2,805
Fair Value \| Fair Value, Inputs, Level 3 \| Note payable
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument	14,973	14,607
Fair Value \| Fair Value, Inputs, Level 3 \| Equipment financing facility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument	5,500	5,951
Fair Value \| Fair Value, Inputs, Level 3 \| 2021 Convertible Note without embedded derivative liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument	$ 61,036	$ 61,866

Shareholders’ Equity (Deficit) - Additional Info (Details) $ / shares in Units, $ in Thousands			3 Months Ended
	Jan. 22, 2021 tradingDay $ / shares shares	Nov. 16, 2020 tradingDay $ / shares shares	Mar. 31, 2022 USD ($) vote $ / shares shares	Mar. 31, 2021 USD ($) shares	Dec. 31, 2021 $ / shares shares	May 22, 2020 $ / shares shares
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)			1,000,000		1,000,000
Preferred stock, shares issued (in shares)			0		0
Preferred stock, shares outstanding (in shares)			0		0
Common stock, shares authorized (in shares)			200,000,000		200,000,000
Common stock, par value (in dollars per share) \| $ / shares			$ 0.0001		$ 0.0001
Number of votes for each share \| vote			1
Common stock, shares issued (in shares)		2,000,000	53,980,608		53,786,632
Common stock, shares outstanding (in shares)			53,980,608		53,786,632
Earnout period		5 years
Earnout period, threshold, business days \| tradingDay		5
Earnout period, stock price trigger (in dollars per share) \| $ / shares	$ 16.00	$ 16.00
Contingent consideration, equity, earnout period, threshold trading days \| tradingDay	20	20
Earnout period, threshold consecutive trading days \| tradingDay	30	30
Contingent consideration, liability (in shares)		1,718,000
Contingent consideration, liability, earnout period		5 years
Contingent liability, earnout period, threshold trading days \| tradingDay	20	20
Contingent liability, earnout period, threshold consecutive trading days \| tradingDay	30	30
Cancellation of shares used to settle payroll tax withholding \| $			$ 826	$ 0
Common stock to be purchased through warrants (in shares)						9,075,000
Price of common stock to be purchased through warrants (in dollars per share) \| $ / shares						$ 11.50
Warrants outstanding (in shares)			7,001,654		7,002,254
Block A Sponsor Earnout Shares
Class of Stock [Line Items]
Contingent consideration, liability (in shares)		859,000
Earnout period, stock price trigger (in dollars per share) \| $ / shares		$ 12.00
Block B Sponsor Earnout Shares
Class of Stock [Line Items]
Contingent consideration, liability (in shares)		859,000
Earnout period, stock price trigger (in dollars per share) \| $ / shares	$ 16.00	$ 16.00
Common stock
Class of Stock [Line Items]
Issuance of contingently issuable common stock (in shares)	1,999,185			1,999,185
Exercise of warrants (in shares)			600	0

Grant Expense, Net (Details) $ in Thousands	3 Months Ended
Grant Expense, Net (Details) $ in Thousands	Mar. 31, 2022 USD ($) grant	Mar. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)
Other Income and Expenses [Abstract]
Number of grants approved \| grant	2
Grants approval amount	$ 7,000
Grant expense, net	173	$ 8
Grant income	26	329
Grant costs	199	337
Grant payments received	0	$ 0
Grants receivable, current	$ 1,046		$ 1,020

Acquisition

3 Months Ended

Mar. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Acquisition

As previously reported, on April 8, 2021, the Company entered into a unit purchase agreement (the “Purchase Agreement”) with Holtec Power, Inc. (“Holtec”), in accordance with the terms and conditions of which the Company purchased from Holtec the remaining 51% interest in HI-POWER, LLC (“Hi-Power”) that was not already owned by the Company. Hi-Power was incorporated as a joint venture between the Company and Holtec in 2019 (refer to Note 7). In connection with the transaction, the Company also entered into a transition services agreement and a sublease with Holtec. The transaction closed on April 9, 2021 (“Acquisition Date”). Following the consummation of the transactions set forth in the Purchase Agreement (the “Transactions”), Hi-Power became a 100% indirect, wholly-owned subsidiary of the Company and the obligations of the parties under the Hi-Power joint venture terminated.

The Purchase Agreement provided that the Company pay an aggregate purchase price of $25,000 for 51% interest in Hi-Power, pursuant to the following schedule: $5,000 on each of May 31, 2021, May 31, 2022, May 31, 2023, May 31, 2024, and May 31, 2025, evidenced by a secured promissory note secured by the assets of the Company. The Purchase Agreement also required that the Company pay to Holtec, on the closing of the Transactions, an amount in cash equal to $10,283. Payments to Holtec under this Purchase Agreement totaled $35,283. The fair value of these payments was $33,474 at the Acquisition Date and included $32,750 allocated to the termination of a pre-existing agreement with Holtec and $724 allocated to the acquisition.

The obligations and rights of both parties under the pre-existing Joint Venture Agreement were terminated at the time of acquisition and $32,750 of the fair value of the consideration transferred was allocated to the termination of such agreement, which resulted in a loss on the pre-existing agreement of $— and $7,852 for the three months ended March 31, 2022 and 2021, respectively. The Company had paid $10,283 on the date of closing and $5,000 on May 31, 2021. The present value of the remaining obligation was recorded as debt, which as of March 31, 2022 includes a current portion of $4,970 and a long-term portion of $13,892.

Prior to the acquisition of the remaining 51% ownership interest in Hi-Power, the Company accounted for its initial 49% ownership interest in Hi-Power as an unconsolidated joint venture under the equity method of accounting (refer to Note 7). In connection with the acquisition of the remaining 51% ownership interest in Hi-Power, our condensed consolidated financial statements now include all of the accounts of Hi-Power, and all intercompany balances and transactions have been eliminated in consolidation. The results of operations of Hi-Power have been included in the Company’s condensed consolidated financial statements since the date of acquisition.

The consideration transferred for our now 100% ownership interest in connection with this acquisition, net of intercompany balances between the Company and Hi-Power, totaled $418, of which $205 represents the fair value of our previously held 49% ownership interest in Hi-Power. In accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, we remeasured our previously held 49% ownership interest in Hi-Power at its acquisition date fair value. As of the acquisition date, a loss of $7,480 was recognized in earnings for the remeasurement of our previously held 49% ownership interest.


	Amount
Inventory	$	2,666
Vendor deposits	818
Property, plant and equipment, net	74
Goodwill	4,331
Accounts payable and accrued expenses	(3,634)
Provision for firm purchase commitments	(3,890)
Net assets acquired, net of cash and cash equivalents of $53 1	$	365

The Company expects the goodwill recognized as part of the acquisition will be deductible for U.S. income tax purposes. The Company also incurred insignificant non-consideration acquisition expenses including legal and accounting services related to the acquisition, which are recorded in selling, general and administrative expenses on the Company’s condensed consolidated statements of operations.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Revenue
Total revenue	$ 3,298,000	$ 164,000
Costs and expenses
Cost of goods sold	35,585,000	100,000
Research and development expenses	4,963,000	5,053,000
Selling, general and administrative expenses	14,279,000	8,802,000
Loss on pre-existing agreement	0	7,852,000
Grant expense, net	173,000	8,000
Total costs and expenses	55,000,000	21,815,000
Operating loss	(51,702,000)	(21,651,000)
Other income (expense)
Interest expense, net	(338,000)	(21,000)
Interest expense - related party	(2,174,000)	0
Change in fair value, embedded derivative - related party	7,695,000	0
Change in fair value, warrants liability - related party	567,000	(224,000)
Income from equity in unconsolidated joint venture	0	440,000
Other income	119,000	0
Loss before income taxes	(45,833,000)	(21,456,000)
Income tax benefit	42,000	0
Net loss	$ (45,791,000)	$ (21,456,000)
Basic and diluted loss per share attributable to common shareholders
Basic (in dollars per share)	$ (0.85)	$ (0.42)
Diluted (in dollars per share)	$ (0.85)	$ (0.42)
Weighted average shares of common stock
Basic (in shares)	53,961,553	51,126,863
Diluted (in shares)	53,961,553	51,126,863

Convertible Note Payable - Related party

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Convertible Note Payable - Related party


	March 31, 2022		December 31, 2021
Term	4.25 years		4.5 years
Dividend yield	—	%	—	%
Risk-free interest rate	2.4	%	1.2	%
Volatility	65.0	%	60.0	%
Effective debt yield	20.5	%	19.0	%

The following table summarizes interest expense recognized for the three months ended March 31, 2022:


	March 31, 2022
Contractual interest expense	$	1,544
Amortization of debt discount	543
Amortization of debt issuance costs	87
Total	$	2,174

The 2021 Convertible Note as of March 31, 2022 and December 31, 2021 was comprised of the following:


	March 31, 2022		December 31, 2021
Principal	$	102,900	$	102,900
Unamortized debt discount	(27,778)		(28,321)
Unamortized debt issuance costs	(2,703)		(2,790)
Embedded conversion feature	4,664		12,359
Aggregate carrying value	$	77,083	$	84,148

related party as a long term liability on the condensed consolidated balance sheets. Long-term Debt

Inventory (Tables)

3 Months Ended

Mar. 31, 2022

Inventory Disclosure [Abstract]

Components of Inventories

The following table provides information about inventory balances:


	March 31, 2022		December 31, 2021
Raw materials	$	9,833	$	11,898
Work-in-process	227		43
Finished goods	232		1,035
Total Inventory, net	$	10,292	$	12,976

Convertible Note Payable - Related party (Tables)

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Debt Instrument, Fair Value Assumptions

The assumptions used to determine the fair value of the embedded conversion feature as of December 31, 2021 and March 31, 2022 and are as follows:


	March 31, 2022		December 31, 2021
Term	4.25 years		4.5 years
Dividend yield	—	%	—	%
Risk-free interest rate	2.4	%	1.2	%
Volatility	65.0	%	60.0	%
Effective debt yield	20.5	%	19.0	%

Interest Income and Interest Expense Disclosure

The following table summarizes interest expense recognized for the three months ended March 31, 2022:


	March 31, 2022
Contractual interest expense	$	1,544
Amortization of debt discount	543
Amortization of debt issuance costs	87
Total	$	2,174

Summary of Balances Recognized upon Issuance of Convertible Notes

The 2021 Convertible Note as of March 31, 2022 and December 31, 2021 was comprised of the following:


	March 31, 2022		December 31, 2021
Principal	$	102,900	$	102,900
Unamortized debt discount	(27,778)		(28,321)
Unamortized debt issuance costs	(2,703)		(2,790)
Embedded conversion feature	4,664		12,359
Aggregate carrying value	$	77,083	$	84,148

Shareholders’ Equity (Deficit) - Anti-dilutive Securities (Details) - shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Stock options and restricted stock units
Class of Stock [Line Items]
Anti-dilutive securities excluded from calculation of diluted net loss per share (in shares)	4,784,076	3,336,539
Warrants
Class of Stock [Line Items]
Anti-dilutive securities excluded from calculation of diluted net loss per share (in shares)	7,326,654	9,075,000
Convertible Notes (if converted)
Class of Stock [Line Items]
Anti-dilutive securities excluded from calculation of diluted net loss per share (in shares)	5,144,074	0

Nature of Operations and Summary of Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Thousands	Apr. 28, 2022	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Jan. 01, 2021
Subsequent Event [Line Items]
Assets		$ 126,859	$ 169,175
Cash and cash equivalents		55,361	104,831	$ 100,717
Liabilities		137,079	136,728
Convertible note payable - related party		77,083	84,148
Notes payable		18,862
Other long-term debt		5,982
Accumulated deficit		(462,318)	(416,527)
Operating lease right-of-use asset, net		4,989	$ 3,468		$ 3,662
Present value of minimum lease payments		$ 5,842			$ 4,465
Subsequent event \| Standby Equity Purchase Agreement
Subsequent Event [Line Items]
Common stock standby equity purchase agreement	$ 200,000
Agreement term	2 years
Share price as percentage of market price	97.00%
Maximum borrowing capacity under agreement	$ 50,000
Sale of stock, percentage of ownership after transaction	9.99%
Sale of stock ownership threshold after exchange cap percent	19.99%
Sale of stock, price per share (in dollars per share)	$ 2.15

Stock-Based Compensation - Weighted-Average Assumptions Used to Determine the Fair Value of Options Granted (Details)	3 Months Ended
	Mar. 31, 2021
Share-based Payment Arrangement [Abstract]
Volatility	57.43%
Risk free interest rate	1.11%
Expected life (years)	6 years 3 months
Dividend yield	0.00%

Investment in unconsolidated joint venture (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Apr. 09, 2021	Apr. 08, 2021	Aug. 31, 2019
Schedule of Equity Method Investments [Line Items]
Contribution made to the JV	$ 0	$ 4,000
Investment income (loss) from unconsolidated joint venture under the equity method of accounting	$ 0	$ 440
Hi-Power
Schedule of Equity Method Investments [Line Items]
Percentage of voting interests acquired	51.00%		51.00%	51.00%
Hi-Power
Schedule of Equity Method Investments [Line Items]
Initial estimated financial commitment					$ 4,100
Initial ownership interest	49.00%		100.00%	49.00%	49.00%

Long-term Debt - Narratives (Details) - USD ($)	3 Months Ended
Long-term Debt - Narratives (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Annual effective interest rates in excess	14.30%
Long-term debt	$ 5,982,000	$ 6,371,000
Long-term debt, current portion	1,703,000	$ 1,644,000
Equipment financing facility
Debt Instrument [Line Items]
Maximum borrowing capacity	25,000,000
Long-term line of credit	7,000
Interest expense	219,000
Remaining borrowing capacity	$ 18,000,000

- Definition

The carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

+ References + Details

- Definition

+ References + Details

Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Share-based Payment Arrangement, Cost by Plan

Stock-based compensation expense included in the condensed consolidated statements of operations was as follows:


	For the three months ended
	March 31, 2022		March 31, 2021
Stock options	$	911	$	1,524
Restricted stock units	3,032		954
Total	$	3,943	$	2,478

Summary of Outstanding Stock Option Activity

The following table summarizes stock option activity for the three months ended March 31, 2022:


	Units	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (years)
Options Outstanding at December 31, 2021	2,023,460	$	9.51	6.3
Cancelled/Forfeited	(51,369)	$	10.28
Options Outstanding at March 31, 2022	1,972,091	$	9.49	5.8
Options Exercisable at March 31, 2022	1,179,834	$	9.97	6.1

Share-based Payment Arrangement, Restricted Stock Unit, Activity

A summary of restricted stock units (RSU) activity during the three months ended March 31, 2022 is as follows:


	Units	Weighted-Average Grant-Data Fair Value
RSU Outstanding at December 31, 2021	2,194,756	$	16.36
Granted	1,149,280	$	4.14
Cancelled/Forfeited	(226,400)	$	11.65
Vested	(305,651)	$	20.35
RSU Outstanding at March 31, 2022	2,811,985	$	11.31

Weighted-Average Assumptions Used to Determine the Fair Value of Options Granted

The weighted average assumptions used to determine the fair value of options granted in the three months ended March 31, 2021 were as follows:


	2021
Volatility	57.43	%
Risk free interest rate	1.11	%
Expected life (years)	6.25
Dividend yield	0	%

The RSUs issued were valued at the stock prices of the Company on the date of grant.

Nature of Operations and Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Nature of Operations and Summary of Significant Accounting Policies	Nature of Operations and Summary of Significant Accounting Policies Nature of Operations Eos Energy Enterprises, Inc. (the “Company” or "Eos") designs, develops, manufactures, and sells innovative energy storage solutions for utility-scale microgrid, and commercial & industrial (“C&I”) applications. Eos has developed a broad range of intellectual property with multiple patents ranging from the unique battery chemistry, mechanical product design, energy block configuration and software operating system (battery management system). The Battery Management System (“BMS”) software uses proprietary Eos-developed algorithms and includes ambient and battery temperature sensors, as well as voltage and current sensors for the strings and the system. Eos focuses on developing and selling safe, reliable, long-lasting low-cost turn-key alternating current (“AC”) integrated systems using Eos’s direct current (“DC”) Battery System. The Company has a manufacturing facility in Turtle Creek, Pennsylvania to produce DC energy blocks with an integrated BMS. The Company’s primary markets focus on integrating battery storage solutions with (1) renewable energy systems that are connected to the utility power grid (2) renewable energy systems that are not connected to the utility power grid (3) renewable energy systems utilized to relieve congestion and (4) storage systems to assist C&I customers in reducing their peak energy usage or participating in the utilities ancillary and demand response markets. The Company’s major market is North America with opportunistic growth opportunities in Europe, Africa, and Asia. Unless the context otherwise requires, the use of the terms “Eos” “the Company”, “we,” “us,” and “our” in these notes to the unaudited condensed consolidated financial statements refers to Eos Energy Enterprises, Inc. and its consolidated subsidiaries. Liquidity and Going Concern The Company remains in the process of product commercialization and full-scale manufacturing development and, as such, has had limited revenue generating activities to date Accordingly, the Company has incurred significant recurring losses and net operating cash outflows from operations since inception. Operating expenses consist primarily of costs related to the Company’s sales of its products, research and development costs and recurring general and administrative expenses. Management and the Company’s Board of Directors anticipate the Company will eventually reach a scale of profitability through the sale of battery storage systems and other complementary products and services, and therefore the Company believes the current stage of the Company’s lifecycle justifies continued intensive investment in the development and launch of products. Accordingly, the Company expects to continue to incur significant losses and net operating cash outflows from operations for the foreseeable future and to continue to require additional capital to fund the Company’s operations and obligations as they become due, including funding necessary to continue to scale up the Company’s operations to allow for the delivery of order backlog, to secure additional order opportunities for its battery storage systems, and to continue to invest in research and development. As of March 31, 2022, Eos had total assets of $126,859, which includes total cash and cash equivalents of $55,361, total liabilities of $137,079, which includes the total amounts owed on the Company’s outstanding convertible notes payable of $77,083 (see Note 14), notes payable of $18,862 (see Note 15) and long-term debt of $5,982 (see Note 16) and a total accumulated deficit of $(462,318), which is primarily attributable to the significant recurring losses the Company has accumulated since inception. The Company has historically relied on outside capital to fund its cost structure and expects this reliance to continue for the foreseeable future until the Company reaches a scale of profitability through its planned revenue generating activities. However, as of the date the accompanying financial statements were issued, management concluded that the Company did not have sufficient capital on hand to support its current cost structure for one year after the date the accompanying financial statements were issued. Based on our current projections, the Company will need to secure additional capital, increase revenues or defer or reduce cash expenditures in the second quarter of 2022 to continue our operations. The Company believes these uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. If the Company is unable to raise additional capital, on acceptable terms or at all, the Company may have to significantly delay, scale back or ultimately discontinue the development or commercialization of its product and/or consider a sale or other strategic transaction. The Company continues to pursue various funding options to raise additional capital to support its operations. As previously reported, the Company has moved through Part I of the application under the U.S. Department of Energy’s Loan Guarantee Solicitation for Applications for Renewable Energy Projects and Efficient Energy Projects (the “DOE Loan Program”), and currently anticipates submitting an application under Part II of the loan program in the second quarter of 2022. In addition, in April, the Company entered into a $200,000 common stock standby equity purchase agreement (the “SEPA”) with an affiliate of Yorkville Advisors (“Yorkville”). The SEPA gives Eos the right, but not the obligation, to sell up to $200,000 of common equity to an affiliate of Yorkville at times of Eos’ choosing during the two-year term of the agreement. The SEPA provides for shares to be issued to the investor at a discounted price of 97.0% of the 3-day volume-weighted average price following notification to the investor that the Company wishes to draw upon the facility (each, an “advance”). Furthermore, the SEPA allows for pre-advance loans in the aggregate principal amount not to exceed $50,000 per loan, pursuant to a promissory note subject to the mutual consent of the parties. Pre-advance loans must be repaid with the proceeds from sales of equity to Yorkville, to the extent outstanding at the time of an advance, or otherwise in cash. The Company’s rights to sell stock to the affiliate of Yorkville are subject to certain limitations, including that Yorkville may not purchase any shares that would result in it owning (1) more than 9.99% of the Company’s outstanding common stock at the time of an advance or (2) 19.99% of the Company’s outstanding common stock as of April 28, 2022 (the “Exchange Cap”), provided that the Exchange Cap does not apply to any sales of common stock under the SEPA that equal or exceed $2.15 per share. There can be no assurance that the Company will successfully complete Part II of the DOE Loan Program or that the Company will be able to utilize the SEPA to its full $200,000 capacity, or otherwise be able to obtain new funding from other sources on terms acceptable to us, on a timely basis, or at all. The accompanying consolidated financial statements have been prepared on the basis that we will continue to operate as a going-concern, which contemplates we will be able to realize assets and settle liabilities and commitments in the normal course of business for the foreseeable future. The accompanying financial statements do not include any adjustments that may result from the outcome of these uncertainties. Basis of Presentation The unaudited condensed consolidated financial statements include the accounts of the Company and its 100% owned direct and indirect subsidiaries and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All intercompany transactions and balances have been eliminated in the preparation of the condensed consolidated financial statements. These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements, and the notes thereto, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. These interim results are not necessarily indicative of results for the full year. Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. Recently Adopted Accounting Pronouncements On January 1, 2021, the Company adopted ASU 2016-02, Leases ("Topic 842"), using the transition method introduced by ASU 2018-11, which does not require revisions to comparative periods. Adoption of the new standard resulted in the recording of lease assets and lease liabilities of $3,662 and $4,465, respectively, as of January 1, 2021. The difference between the lease assets and lease liabilities primarily relates to deferred rent recorded in accordance with the previous leasing guidance. The new standard did not materially impact our consolidated statements of operations or statements of cash flows. On January 1, 2021, the Company adopted ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326), and the subsequent amendments. The standard sets forth an expected credit loss model which requires the measurement of expected credit losses for financial instruments based on historical experience, current conditions and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost, and certain off-balance sheet credit exposures. The adoption of this standard did not have a material impact on our consolidated financial statements. Recent Accounting Pronouncements As of March 31, 2022, we implemented all applicable new accounting standards and updates issued by the Financial Accounting Standards Board ("FASB") that were in effect. There were no new standards or updates adopted during the three months ended March 31, 2022 that had a material impact on our condensed consolidated financial statements.

Accrued Expenses - Rollforward (Details) $ in Thousands	3 Months Ended
Accrued Expenses - Rollforward (Details) $ in Thousands	Mar. 31, 2022 USD ($)
Movement in Standard Product Warranty Accrual [Roll Forward]
Warranty reserve - beginning of period	$ 2,112
Additions for current year deliveries	673
Changes in the estimate of warranty reserve	955
Warranty costs incurred	(500)
Warranty reserve - end of period	$ 3,240

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	Common stock	Additional Paid-in Capital	Contingently Issuable Common Stock	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2020		48,943,082
Beginning balance at Dec. 31, 2020	$ 120,785	$ 5	$ 395,491	$ 17,600	$ (292,311)
Increase (decrease) in stockholders' equity [Roll Forward]
Stock-based compensation	2,478		2,478
Release of Block B Sponsor Earnout Shares from restriction (in shares)		859,000
Issuance of contingently issuable common stock (in shares)		1,999,185
Issuance of Contingently Issuable Common Stock			17,600	(17,600)
Exercise of warrants (in shares)		0
Cancellation of shares used to settle payroll tax withholding	0
Net loss	(21,456)				(21,456)
Ending balance (in shares) at Mar. 31, 2021		51,801,267
Ending balance at Mar. 31, 2021	101,807	$ 5	415,569	0	(313,767)
Beginning balance (in shares) at Dec. 31, 2021		53,786,632
Beginning balance at Dec. 31, 2021	32,447	$ 5	448,969	0	(416,527)
Increase (decrease) in stockholders' equity [Roll Forward]
Stock-based compensation	3,943		3,943
Exercise of warrants (in shares)		600
Exercise of warrants	7		7
Release of restricted stock units (in shares)		305,651
Cancellation of shares used to settle payroll tax withholding (in shares)		(112,275)
Cancellation of shares used to settle payroll tax withholding	(826)		(826)
Net loss	(45,791)				(45,791)
Ending balance (in shares) at Mar. 31, 2022		53,980,608
Ending balance at Mar. 31, 2022	$ (10,220)	$ 5	$ 452,093	$ 0	$ (462,318)

Accrued Expenses (Tables)

3 Months Ended

Mar. 31, 2022

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities

As of March 31, 2022 and December 31, 2021, accrued expenses consisted of the following:


	March 31, 2022		December 31, 2021
Accrued payroll	$	5,696	$	3,069
Warranty reserve	3,240		2,112
Accrued legal and professional expenses	2,277		826
Other	1,585		1,667
Total	$	12,798	$	7,674

Schedule of Product Warranty Liability

The following table summarizes warranty reserve activity for the three months ended March 31, 2022.


	March 31, 2022
Warranty reserve - beginning of period	$	2,112
Additions for current year deliveries	673
Changes in the estimate of warranty reserve	955
Warranty costs incurred	(500)
Warranty reserve - end of period	$	3,240

Convertible Note Payable - Related party - Debt Assumptions (Details)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Annual effective interest rates in excess	14.30%
2021 Convertible Note without embedded derivative liability
Debt Instrument [Line Items]
Debt instrument, term	4 years 3 months	4 years 6 months
Annual effective interest rates in excess	20.50%	19.00%
2021 Convertible Note without embedded derivative liability \| Dividend yield
Debt Instrument [Line Items]
Debt Instrument, measurement input	0	0
2021 Convertible Note without embedded derivative liability \| Risk-free interest rate
Debt Instrument [Line Items]
Debt Instrument, measurement input	0.024	0.012
2021 Convertible Note without embedded derivative liability \| Volatility
Debt Instrument [Line Items]
Debt Instrument, measurement input	0.650	0.600

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events As previously reported, on April 7, 2022, as permitted by the Investment Agreement and to facilitate transferability, the Company reissued the 2021 Convertible Notes in an aggregate principal amount of $102,900, including $2,900 principal amount of the Notes representing interest previously paid in kind, pursuant to an indenture with Wilmington Trust, National Association, as trustee (the “ Indenture”), dated as of April 7, 2022. The terms of the notes remain the same as the 2021 Convertible Notes under the Investment Agreement. Effective May 1, 2022, as permitted under the Investment Agreement, Spring Creek Capital, LLC transferred its rights and obligations under the Investment Agreement to an affiliate. In April 2022, the Company received a subpoena from the U.S. Securities and Exchange Commission requesting information regarding a variety of matters, including negotiations and agreements with customers and the Company’s disclosures to investors. The Company is fully cooperating with the investigation, which is at an early stage, and is endeavoring to address all inquiries raised by the SEC staff as expeditiously as possible. On April 28, 2022, the Company entered into the SEPA with YA II PN, Ltd. (“Yorkville”). Pursuant to the SEPA, the Company has the right, but not the obligation, to sell to Yorkville up to $200,000 of shares of its common stock at the Company’s request at any time during the commitment period, which commenced on April 28, 2022 and will end on the earlier of (i) May 1, 2024, or (ii) the date on which Yorkville shall have made payment of advances requested by the Company totaling up to the commitment amount of $200,000. Each sale the Company requests under the SEPA (an “Advance”) may be for a number of shares of common stock with an aggregate value of up to $20,000. The SEPA provides for shares to be sold to Yorkville at 97.0% of the Market Price (as defined below) and further provides that Yorkville cannot purchase any shares that would result in it owning more than 9.99% of the Company’s outstanding common stock at the time of an Advance (the "Ownership Limitation") or 19.99% of the Company's outstanding common stock as of the date of the SEPA (the "Exchange Cap"). The Exchange Cap will not apply under certain circumstances, including to any sales of common stock under the SEPA that equal or exceed the Minimum Price (which is $2.15 per share, as determined in accordance with Nasdaq Listing Rule 5635(d)). “Market Price” is defined in the SEPA as the average of the VWAPs (as defined below) during each of the three consecutive trading days commencing on the trading day following the Company’s submission of an Advance notice to Yorkville. “VWAP” is defined in the SEPA to mean, for any trading day, the daily volume weighted average price of the Company’s common stock for such date on the Nasdaq Capital Market as reported by Bloomberg L.P. during regular trading hours.In addition, subject to Yorkville’s consent, the Company may request one or more pre-advance loans in amounts not to exceed $50,000 (each, a “Pre-Advance Loan”) from Yorkville. Pursuant to the terms and conditions set forth in the SEPA and the accompanying promissory note. Pre-Advance Loans must be repaid with the proceeds from sales of equity to Yorkville, to the extent outstanding at the time of an advance, or otherwise in cash

Shareholders’ Equity (Deficit)

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

Shareholders’ Equity (Deficit)

Preferred Shares

The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s Board of Directors. At March 31, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding.

Common Stock

The Company is authorized to issue 200,000,000 shares of common stock with $0.0001 par value. Holders of the Company’s common stock are entitled to one vote for each share. At March 31, 2022 and December 31, 2021, there were 53,980,608 and 53,786,632 shares of common stock issued and outstanding.

Contingently Issuable Common Stock

Following the closing of the Merger, and as additional consideration for the transaction, the Company was obligated to issue within five years from the closing date to each unitholder of EES its pro-rata proportion of a one-time issuance of an aggregate of 2,000,000 Shares (the “Earnout Shares” or "Contingently Issuable Common Stock"), within 5 business days after (i) the closing share price of the Company's shares traded equaling or exceeding $16.00 per share for any 20 trading days within any consecutive 30-trading day period during the Earnout Period or (ii) a Change of Control (or a definitive agreement providing for a Change of Control having been entered into) during the Earnout Period (each of clauses (i) and (ii), a “Triggering Event”).

On January 22, 2021, the Triggering Event for the issuance of the Earnout Shares occurred as the Company's stock price exceeded $16.00 per share for 20 trading days within a consecutive 30-trading day period during the Earnout Period. Accordingly, 1,999,185 Earnout Shares were issued to the unitholders of EES.

Sponsor Earnout shares

Pursuant to the Sponsor Earnout letter signed in connection with the Merger, 1,718,000 shares of common stock issued and outstanding held by BMRG ("Sponsor Earnout Shares") were subject to certain transfer and other restrictions, under which (a) 859,000 Sponsor Earnout Shares ("Block A Sponsor Earnout Shares") are restricted from being transferred unless and until either, for a period of five years after the Closing, (i) the share price of our common stock equals or exceeds $12.00 per share for any 20 trading days within any consecutive 30-trading day period or (ii) a change of control occurs for a share price equaling or exceeding $12.00 per share, and (b) the remaining 859,000 Sponsor Earnout Shares ("Block B Sponsor Earnout Shares") are subject to similar restrictions except that the threshold is increased from $12.00 to $16.00. If after the five year period, there are no triggering events, the Sponsor Earnout Shares will be forfeited and canceled for no consideration. If after the five year period, only the triggering event described in clause (a) above has occurred, the remaining 859,000 Sponsor Earnout Shares described in clause (b) will be forfeited and canceled for no consideration.

On January 22, 2021, as the Company's stock price exceeded $16.00 per share for 20 trading days within a consecutive 30-trading day period, the Block B Sponsor Earnout Shares were released from restriction.

Treasury Stock

For the three months ended March 31, 2022 and 2021, the Company recorded treasury stock of $826 and $— for shares withheld from an employee to cover the payroll tax liability of RSUs vested. The treasury stock was immediately retired.

Warrants

The Company sold warrants to purchase 9,075,000 shares of the Company's common stock in the public offering and the private placement on May 22, 2020. Each warrant entitles the holder to purchase a share of common stock at a price of $11.50 per share. For the three months ended March 31, 2022 and 2021, 600 and — Public Warrants were exercised, respectively. At March 31, 2022 and December 31, 2021, there were 7,001,654 and 7,002,254 Public Warrants outstanding.

Earnings (loss) Per Share

Basic earnings per share (“EPS”) is computed by dividing earnings available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Other potentially dilutive common shares, and the related impact to earnings, are considered when calculating EPS on a diluted basis. As we incurred a net loss for the three months ended March 31, 2022 and 2021, the potential dilutive shares from stock options, restricted stock units, warrants, and convertible redeemable notes were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented. Therefore, basic and diluted EPS are computed using the same number of weighted average shares for the three months ended March 31, 2022 and 2021. The following potentially dilutive shares were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented:


	For the three months ended March 31,
	2022	2021
Stock options and restricted stock units	4,784,076	3,336,539
Warrants	7,326,654	9,075,000
Convertible Notes (if converted)	5,144,074	—

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

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+ Details