EOS ENERGY ENTERPRISES, INC. The following discussion should be read in conjunction with our consolidated financial statements and related notes thereto included elsewhere in this Annual Report on Form 10-K. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from management's expectations. Factors that could cause such differences are discussed in "Forward-Looking Statements" and "Risk Factors."
Overview
We design, manufacture, and deploy reliable, sustainable, safe and scalable low-cost battery storage solutions for the electric utility industry.
The Company was originally incorporated inDelaware onJune 3, 2019 as a special purpose acquisition company under the nameB. Riley Principal Merger Corp. II ., in order to acquire, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination one or more businesses. Upon the closing of the business combination (the "Closing") onNovember 16, 2020 , as described in Part I, Item 1. Business, the Company changed its name to "Eos Energy Enterprises, Inc. " The business combination is accounted for as a reverse recapitalization. EES is deemed the accounting predecessor and the combined entity is the successorSEC registrant, meaning that EES's financial statements for previous periods are disclosed in the registrant's future periodic reports filed with theSEC . Under this method of accounting, BMRG is treated as the acquired company for financial statement reporting purposes. 42
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As anSEC -registered and NASDAQ-listed company, we are required to implement procedures and processes to address public company regulatory requirements and customary practices and have and continue to hire additional personnel in this context. We expect to incur additional annual expenses as a public company for, among other things, directors' and officers' liability insurance, director fees, and additional internal and external accounting, legal, and administrative resources, including increased personnel costs, and audit and other professional service fees. OnApril 8, 2021 , the Company entered into a unit purchase agreement (the "Purchase Agreement") withHoltec . In accordance with the terms and conditions of the Purchase Agreement, onApril 9, 2021 , the closing date of the Transaction (as defined below), the Company acquired fromHoltec the entire 51% interest inHi-Power that was not already owned by the Company. Following the consummation of the transaction set forth in the Purchase Agreement (the "Transaction"),Hi-Power became a 100% indirect, wholly-owned subsidiary of the Company and the obligations of the parties under theHi-Power joint venture terminated. We believe that the strategic acquisition ofHi-Power will increase our ability to effectively align manufacturing capacity with customer demands while maintaining our focus on human power, inventory management, production yields, quality, and cost. Further, we believe that the acquisition will also opportunistically allow us to increase our manufacturing capacity in line with new product introduction and future growth expectations.
Key Factors Affecting Operating Results
Commercialization
We continue to ramp up to full commercial production of our Eos Gen 2.3 120|500 DC Battery System. Our testing of Gen 2.3 batteries has indicated performance at expected levels. While we expect the performance to be the same as we further scale commercial production, the manufacturing line for this battery system continues to be tested. If performance of the battery system does not meet our specifications, we may need to reduce the speed of production to ensure we have quality batteries that meet our performance specifications. Any delay in production could affect the delivery of batteries to our customers. We have achieved third-party product safety certification fromUnderwriter Laboratories (UL) for the Eos Gen 2.3 Battery System and have also achieved UL certification at ourHi-Power facility as ofAugust 10, 2021 . Eos products now meet international UL standards for battery storage systems. Our growth strategy contemplates increasing sales of a commercial battery system through our direct sales team and sales channel partners. We anticipate our customers to include utilities, project developers, independent power producers and commercial and industrial companies. As we intend to expand our sales both in volume and geography, we have started discussions with several companies inNorth America ,Europe , theMiddle East andAsia about partnering on selling our product in these regions. For some of these potential partners, we have begun discussions ranging from being a reseller of our product to being a joint venture partner in the manufacturing of our battery systems. We expect to continue expanding the direct sales force inNorth America , adding direct salespeople outsideNorth America , and entering into strategic alliances to advance our sales growth globally. We are currently experiencing delays in our commercialization rollout due to project delays in connection with permitting procedures as well as establishing grid connections. These delays may continue to impact the timing of our deliveries and therefore our results of operations. We continue to invest in production quality and manufacturing yield as we continue to scale our manufacturing abilities to meet current backlog demand. We expect overall cost reductions, as well as improved and consistent quality to be driven by (1) training and experience in aligning our engineering and manufacturing processes; (2) improvement in downtime and equipment maintenance; and (3) finalization of our material sourcing strategy. 43
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Integration of
We may in the future seek to construct one or more manufacturing facilities, thereby expanding our manufacturing footprint to meet customer demand.
For sales outside ofNorth America , we may partner with other companies to manufacture our products. The construction of any such facility would require significant capital expenditures and result in significantly increased fixed costs. We commission battery storage systems and offer operation and maintenance services throughout the life of their operations. In addition, we also offer extended product warranties to supplement the life of these assets. As our sales expand in volume and geography, we have engaged third parties to perform this function on our behalf. Market Trends and Competition According to Bloomberg New Energy Finance ("BNEF"), the global energy storage market is expected to grow to a cumulative 350 gigawatts ("GW"), attracting an estimated$262 billion in future investment by 2030. With approximately 5.5 GW of energy storage commissioned globally in 2020, it is expected to increase to 11.9 GW in 2021. It is expected the global energy storage market will grow at a 33% compound annual growth rate from 10,764 megawatt hours ("MWh") annual market in 2020 to approximately 174,000 MWh annually by 2030. Based on BNEF,the United States would represent over 28% of this global cumulative market through 2030. The percentage of renewable energy in total electricity generation inthe United States will change from 20% in 2020 to 33% or more by 2030. Favorable regulatory conditions such as the recent court decision validating FERC Order 841, along with state-sponsored incentives inNew York ,California ,Massachusetts and other states coupled with the rapid growth of solar-plus-storage applications throughoutthe United States are expected to grow the energy storage market from 2,473 MWh deployed in 2020 to 43,586 MWh deployed in 2030.
Factors affecting customers to make decisions when choosing from different battery storage systems in the market include:
•product performance and features; •safety and sustainability; •total lifetime cost of ownership; •total product lifespan; •power and energy efficiency; •duration of the batteries' storage; •customer service and support; and •U.S.-based manufacturing and sourced materials. Li-ion currently has 95% or more market share for the stationary battery industry. We believe we are the first commercially available battery system that does not have a Li-ion chemistry. We anticipate our battery system using Znyth™ technology will gradually take some market share of the battery industry. This considers its unique operating characteristics, including a 100% discharge capability, flattened degradation curve and a 3 to 12 hour duration, as well as other characteristics related to safety and the cost of operating and maintaining our battery system. Our ability to successfully deploy our battery system technology and gain market share in the energy storage market will be important to the growth of our business.
Regulatory Landscape
InNorth America , geographic distribution of energy storage deployment has been driven by regulatory policy with both federal and state level programs contributing to stable revenue streams for energy storage. Refer to the Business section for a description of these programs and the impact on our business.
Covid-19
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We have implemented operational and protective measures to ensure the safety, health and welfare of our employees and stakeholders. This includes implementing work-from-home policies for nonessential employees, which constitute 78% of our workforce. We have also ensured that all employees and visitors that visit our office have access to personal protective equipment and we strictly enforce social distancing. We will maintain these precautions and procedures until Covid-19 is under adequate control. To date, Covid-19 caused a several week delay in completing the UL certification of the Gen 2.3 product due to the certification company being delayed in completing the in-person witness tests. In addition, it caused a delay for us in delivering products to one of our customers. Other than this, Covid-19 did not have a material impact on our operations or financial condition. The full impact of the Covid-19 pandemic on our financial condition and results of operations will depend on future developments, such as the ultimate duration and scope of the pandemic, its impact on our employees, customers, and vendors, in addition to how quickly normal economic conditions and operations resume and whether the pandemic impacts other risks disclosed in Item 1A "Risk Factors" within this Annual Report on Form 10-K. Even after the pandemic has subsided, we may continue to experience adverse impacts to our business from any economic recession or depression that may occur as a result of the pandemic. Therefore, we cannot reasonably estimate the impact at this time. We continue to actively monitor the pandemic and may determine to take further actions that alter our business operations as may be required by federal, state, or local authorities or that we determine to be in the best interests of our employees, customers, vendors, and shareholders.
Components of Results of Operations
As the Merger is accounted for as a reverse recapitalization, the operating results included in this discussion reflect the historical operating results of EES prior to the Merger and the combined results of Eos following the closing of the Merger. The assets and liabilities of the Company are stated at their historical cost in thousands.
Revenue
We have generated revenues from limited sales as we recently launched our next-generation energy storage solution Gen 2.3 that is scalable and can be used for a variety of commercial use cases. We expect revenues to increase as we scale our production to meet demand for the next generation of our product.
Cost of goods sold
InAugust 2019 , we established a joint venture,Hi-Power , that manufactures the Gen 2.3 battery system on our behalf. Our cost of goods sold for the Gen 2.3 battery system prior to the acquisition ofHi-Power includes the purchase of the manufactured system fromHi-Power , the joint venture which produces the Gen 2.3 battery system. OnApril 9, 2021 ,Hi-Power became our wholly-owned subsidiary after closing of the acquisition of the remaining 51% interest previously held by our joint venture partner. Therefore, cost of goods sold subsequent to that date primarily consists of direct labor, direct material and the overhead that is directly tied to the production facility. Other items contributing to cost of goods sold were manufacturing overhead such as engineering expense, equipment maintenance, environmental health and safety, quality and production control and procurement, as well as transportation, logistics, depreciation and facility-related costs. We expect our cost of goods sold to exceed revenues in the near term as we continue to scale our business.
Research and development expenses
Research and development expenses consist primarily of salaries and personnel-related costs as well as products, materials, third-party services, and depreciation on equipment and facilities used in our research and development process, as well as amortization on intangible assets. The research and development expense is related to spending on obtaining the UL certificate, improving battery performance and reducing cost on Gen 2.3, as well as designing and developing new generations of our battery storage system. We expect our research and development costs to increase for the foreseeable future, as we continue to invest in research and development activities that are necessary to achieve our technology and product roadmap goals.
Selling, general and administrative expenses
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Selling, general and administrative expenses consist mainly of personnel-related expenses including corporate, executive, finance, and other administrative functions, expenses for outside professional services, including legal, audit and accounting services, as well as expenses for facilities, depreciation, amortization, travel, and marketing costs. We expect selling, general and administrative expenses to increase for the foreseeable future as we scale our headcount with the growth of our business, and as a result of operating as a public company, including compliance with the rules and regulations of theSEC , legal, audit, additional insurance expenses, investor relations activities, and other administrative and professional services.
Loss on pre-existing agreement
The company's pre-existing agreement with
Grant expense (income), net
Grant expense (income), net includes our expenses net of reimbursement related
to grants provided by the
Interest expense, net
For the year endedDecember 31, 2021 , interest expense primarily consists of interest accretion on notes payable associated with theHi-Power acquisition as well as interest expense from equipment financing agreement. For the years endedDecember 31, 2020 , interest expense is mainly from the one-year invoice securitization facility the Company entered into inJanuary 2020 .
Interest expense - related party
For the year endedDecember 31, 2021 , interest expense-related party primarily consists of interest expense on the 2021 Convertible Notes issued toKoch Industries, Inc. ("Koch") in July, as well as the amortization of discounts and issuing costs associated with the 2021 Convertible Notes. For the years endedDecember 31, 2020 andDecember 31, 2019 , interest expense-related party consists primarily of interest incurred on our Legacy Convertible Notes issued before the Merger, including the accretion of interest on Legacy Convertible Notes that contained embedded features that permit holders to demand immediate repayment of principal and interest. All Legacy Convertible Notes issued before the Merger were converted to common stock in connection with the Merger.
Remeasurement of equity method investment
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Under the equity method, an investment is recorded at historical cost and adjustments are made to the value at the acquisition date based on percentage ownership in the investee. Our investment inHi-Power was accounted for under the equity method until we fully acquired the company onApril 9, 2021 . We remeasured our previously held 49% ownership interest inHi-Power at its acquisition date fair value and a loss was recorded for the difference between the fair value and historical cost.
Loss on extinguishment of convertible notes
Loss on extinguishment represent the loss recognized from the modification of
Legacy Convertible Notes in
Change in fair value, embedded derivative
The 2021 Convertible Notes issued inJuly 2021 contain a conversion feature which is precluded from being considered indexed to the Company's own stock. Therefore, the conversion feature was accounted for as an embedded derivative and classified as a Level 3 financial instrument. The Legacy Convertible Notes issued during 2019 and 2020 contained an embedded derivative feature that could accelerate the repayment of the Legacy Convertible Notes upon a qualified financing event not within our control. This embedded derivative resulted in the recording of a premium or discount on Legacy Convertible Notes that were recognized in earnings upon their issuance. In connection with the Merger, all Legacy Convertible Notes were converted to common stock and the embedded derivative fair value was zero as ofDecember 31, 2020 . These embedded derivatives are remeasured at their fair value each balance sheet date and the changes in their fair value are recognized in the consolidated statements of operations during the period of change.
Change in fair value, warrants liability - related party
The Private Placement Warrants were recognized by the Company as of the Merger Date at fair value of$559 and classified as a liability in the consolidated balance sheets. Thereafter, the change in fair value is recognized as a derivative gain (loss) each reporting period in the consolidated statements of operations. The Private Placement Warrants are classified as Level 2 financial instruments.
Change in fair value, Sponsor Earnout Shares
The Sponsor Earnout Shares classified as liability as of the Merger date through the date they were released from restriction and were reclassified into equity onDecember 16, 2020 . The change in fair value of the Sponsor Earnout Shares is recognized as a loss in the consolidated statements of operations. The Sponsor Earnout Shares were valued using a Monte Carlo simulation.
Income (loss) from equity in unconsolidated joint venture
The income (loss) on equity in unconsolidated joint venture represents our
proportionate share of the income (loss) from our investment in
Gain on debt forgiveness
The gain on debt forgiveness represents the benefit recorded from the forgiveness of the PPP loan approved by the SBA under the CARES Act.
Sale of state tax attributes
The sale of state tax attributes represents the benefit recorded from the sale of ourState of New Jersey net operating loss carryforwards and R&D tax credits to third parties. 47
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Table of Contents Results of Operations
Comparison of Year Ended
The following table sets forth our operating results for the periods indicated:
Year Ended
December 31,
($ in thousands) 2021 2020 $ Change % Change
Revenue $ 4,598 $ 219 $ 4,379 2,000
Cost and expenses:
Cost of goods sold 46,494 5,509 40,985 744
Research and development expenses 19,193 13,593 5,600 41
Selling, general and administrative
expenses 42,998 17,621 25,377 144
Loss on pre-existing agreement 30,368 1,262 29,106 2,306
Grant expense (income), net 269 913 (644) (71)
Operating loss (134,724) (38,679) (96,045) 248
Other income (expense)
Interest (expense) income, net (604) (115) (489) 425
Interest expense - related party (4,597) (23,706) 19,109 (81)
Remeasurement of equity method
investment (7,480) - (7,480) NM
Change in fair value, embedded
derivative 17,507 2,092 15,415 737
Change in fair value, warrants
liability - related party 1,775 (2,142) 3,917 (183)
Change in fair value, Sponsor Earnout
Shares - (8,220) 8,220 (100)
Income (loss) from equity in
unconsolidated joint venture 440 127 313 246
Gain on debt forgiveness 1,273 - 1,273 NM
Sale of state tax attributes 2,194 - 2,194 NM
Net loss $ (124,216) $ (70,643) $ (53,573) 76
Basic and diluted loss per share
attributable to common shareholders
Basic and Diluted $ (2.36) $ (7.51) $ 5.15 (69 %)
Revenue
Revenue was $4.6 million and $0.2 million for the year ended December 31, 2021
and 2020, respectively, which related to sales of our energy storage solution
for specific customer application. In 2020, we transitioned our business to
launch our next generation of energy storage solutions Gen 2.3 and generated
limited revenue during this period. During 2021, we delivered 47 cubes for 10
different customers.
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Cost of goods sold
Cost of goods sold increased by$41.0 million , or 744%, from$5.5 million for the year endedDecember 31, 2020 to$46.5 million for the year endedDecember 31, 2021 . Although the Company began shipping our new Gen 2.3 battery storage system to customers in 2021, we have not yet reached the full scale of our manufacturing capacity and are incurring higher manufacturing overhead costs. In addition, as we refine and improve our manufacturing process for commercial scale to assure stability and quality consistency, we incurred significant cost of scrap. We expect our overall gross margin percentage to improve as we further refine our manufacturing process, increase our sales, and spread our overhead costs over larger production volumes.
Research and development expenses
Research and development costs increased by$5.6 million , or 41%, from$13.6 million for the year endedDecember 31, 2020 to$19.2 million for the year endedDecember 31, 2021 . The primary drivers for the increase were R&D material, employee costs and professional services. For the year endedDecember 31, 2021 , R&D material increased by$2.1 million . As we increased our R&D headcount, we increased our employee and stock-based compensation costs by$3.0 million . Further, we incurred$0.9 million more outside service costs related to consultants, R&D freight charges and waste disposal.
Selling, general and administrative expenses
Selling, general and administrative expenses increased by$25.4 million , or 144%, from$17.6 million for the year endedDecember 31, 2020 to$43.0 million for the year endedDecember 31, 2021 . Included in this is an increase of payroll and stock-based compensation costs of$11.3 million as we continue to expand our workforce and hire new employees in various departments. In addition, selling, general, and administrative expenses increased relating to the following:$1.3 million in debt issuance costs related to the 2021 Convertible Notes and$10.0 million in legal, recruiting and other outside professional services. Facility costs increased by$1.3 million also due to the expansion of operation and increase of headcount.
Loss on pre-existing agreement
The company incurred a loss on pre-existing agreement of$30.4 million and$1.3 million for the years endedDecember 31, 2021 andDecember 31, 2020 from the JV agreement withHoltec , respectively. As Hi-Power became a wholly-owned subsidiary inApril 2021 , no loss was recognized for the remainder of the year endedDecember 31, 2021 . Grant expense (income), net Grant expense (income), net decreased by$0.6 million , or 71%, from$0.9 million for the year endedDecember 31, 2020 to$0.3 million for the year endedDecember 31, 2021 . The decrease results from lower grant income earned for the year endedDecember 31, 2021 and a lower level of research and development activity related to the Company's grants from theCalifornia Energy Commission .
Interest (expense) income, net and Interest expense - related party
Interest (expense) income, net increased by$0.5 million , or 425%, from$0.1 million for the year endedDecember 31, 2020 to$0.6 million for the year endedDecember 31, 2021 . This increase is a result of interest accretion on notes payable, which were issued inApril 2021 in relation to theHi-Power acquisition. Interest expense - related party decreased by$19.1 million , or 81%, from$23.7 million for the year endedDecember 31, 2020 to$4.6 million for the year endedDecember 31, 2021 . The interest expense for the year endedDecember 31, 2020 is related to the Legacy Convertible Notes issued by the company in 2020 and 2019, which were converted to common stock in connection with the Merger. The interest expense for the year endedDecember 31, 2021 is related to the 2021 Convertible Notes issued to Koch in July, which include interest accrued as well as the amortization of debt issuance cost and discount. 49
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Remeasurement of equity method investment
For the year endedDecember 31, 2021 , we recognized a$7.5 million loss on our equity method investment inHi-Power . This loss on our equity method investment resulted from remeasurement of our 49% ownership inHi-Power onApril 9, 2021 due to our acquisition of the remaining 51% interest previously held byHoltec .
Change in fair value, embedded derivative
The
Change in fair value, warrants liability - related party
The
Change in fair value, Sponsor Earnout Shares
The change in fair value of$8.2 million for the year endedDecember 31, 2020 reflected the change in fair value of the Sponsor Earnout Shares classified as liability as of the Merger Date through the date they were released from restriction and reclassified into equity onDecember 16, 2020 .
Income (loss) from equity in unconsolidated joint venture
The income (loss) from equity in unconsolidated joint venture is attributable to the results of our joint ventureHi-Power . The joint venture commenced its principal operations related to the manufacturing of our Gen 2.3 battery system in the fourth quarter of 2020, and therefore the joint venture incurred losses for the year endedDecember 31, 2020 .Hi-Power became a wholly-owned subsidiary onApril 9, 2021 and its operational results are consolidated within the Company's consolidated statements of operations for the year endedDecember 31, 2021 . Gain on debt forgiveness
We recognized a gain on debt forgiveness of
Sale of state tax attributes
We recognized income of$2.2 million for the year endedDecember 31, 2021 , related to the sale of our state net operating losses and research and development credit carryforwards under theNew Jersey Economic Development Authority Technology Business Tax Certificate Transfer Program. The Company has been approved for selling more state tax attributes for the year endedDecember 31, 2019 in 2020, and is still working to find a matching purchaser in the market. 50
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Comparison of Year Ended
Year Ended
December 31,
($ in thousands) 2020 2019 $ Change % Change
Revenue $ 219 $ 496 $ (277) (56)
Cost and expenses:
Cost of goods sold 5,509 8,332 (2,823) (34)
Research and development expenses 13,593 11,755 1,838 16
Selling, general and administrative
expenses 17,621 6,589 11,032 167
Loss on pre-existing agreement 1,262 1,121 141 NM
Grant expense (income), net 913 (469) 1,382 (295)
Operating loss (38,679) (26,832) (11,847) 44
Other income (expense)
Interest (expense) income, net (115) 2 (117) (5850)
Interest expense - related party (23,706) (49,708) 26,002 (52)
Loss on extinguishment of convertible
notes - related party - (6,111) 6,111 (100)
Change in fair value, embedded
derivative 2,092 (716) 2,808 (392)
Change in fair value, warrants
liability - related party (2,142) - (2,142) NM
Change in fair value, Sponsor Earnout
Shares (8,220) - (8,220) NM
Income (loss) from equity in
unconsolidated joint venture 127 (178) 305 (171)
Sale of state tax attributes - 4,060 (4,060) (100)
Net loss $ (70,643) $ (79,483) $ 8,840 (11)
Basic and diluted loss per share
attributable to common shareholders
Basic and Diluted $ (7.51) $ (20.22) $ 12.71 (63 %)
Revenue
Revenue was $0.2 million and $0.5 million for the year ended December 31, 2020
and 2019, respectively, related to sales of our energy storage solution for
specific customer application. Revenue decreased between 2019 and 2020 as Eos
transitioned its business to launch its next generation of energy storage
solution, Gen 2.3, in the second half of 2020.
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Cost of goods sold
Cost of goods sold decreased by$2.8 million , or 34%, from$8.3 million for the year endedDecember 31, 2019 to$5.5 million for the year endedDecember 31, 2020 . The decrease results primarily from a decrease of$3.0 million for manufacturing costs incurred during the year endedDecember 31, 2019 . InAugust 2019 (and as amended inAugust 2020 ), the Company entered into an agreement withHoltec Power, Inc. ("Holtec") to form the unconsolidated joint venture,HI-POWER LLC ("Hi-Power " or "JV"). The JV manufactured the products for all of the Company's projects inNorth America . For the year endedDecember 31, 2019 ,$0.9 million in impairment loss from manufacturing property and equipment was charged to cost of goods sold. For 2020, the Company also incurred$1.1 million of higher losses resulting from inventory reserves related to excess and obsolescence, lower of cost or market adjustments and reserves for losses on firm inventory purchase commitment, compared to 2019.
Research and development expenses
Research and development expenses increased by$1.8 million , or 16%, from$11.8 million for the year endedDecember 31, 2019 to$13.6 million for the year endedDecember 31, 2020 . The increase resulted primarily from a$3.5 million higher of expenses for material and supplies as well as higher lease costs, related to R&D activities associated with our Gen 2.3 battery system, partially offset by reductions in payroll expenses and personnel related costs of$0.5 million ,$0.4 million in outside service,$0.7 million decrease in impairment loss for R&D property and equipment from 2019 to 2020, and$0.2 million in facility costs. As the Company transitioned its efforts from research and development activities to focus on the commercial production of its next-generation energy storage solution, it reduced its R&D headcount.
Selling, general and administrative expenses
Selling, general and administrative expenses increased by$11.0 million , or 167%, from$6.6 million for the year endedDecember 31, 2019 to$17.6 million for the year endedDecember 31, 2020 . Included in this is an increase of stock-based compensation expenses for employees and service providers of$5.0 million in 2020. Vesting of certain stock options and performance-based options was accelerated in accordance with terms of the related award agreement of the Merger. The increase of selling, general and administrative expenses was also due to a$4.1 million increase in payroll and personnel cost for the year endedDecember 31, 2020 as well as$2.5 million of higher professional fees and marketing expenses related to our public listing efforts. As the Company is commercializing the Gen 2.3 battery storage solution, as well as since becoming a public company inNovember 2020 , we incurred significantly higher legal, accounting and other expenses.
Loss on pre-existing agreement
The company incurred a loss on pre-existing agreement of$1.3 million and$1.1 million for the years endedDecember 31, 2020 andDecember 31, 2019 , respectively. The loss represents the expense recorded under the JV agreement withHoltec . Grant expense (income), net Grant expense (income), net increased by$1.4 million , or 295%, from$(0.5) million for the year endedDecember 31, 2019 to$0.9 million for the year endedDecember 31, 2020 . The increase resulted from lower grant income earned for the year endedDecember 31, 2020 and the level of research and development activity related to its grants from theCalifornia Energy Commission .
Interest (expense) income, net and Interest expense - related party
Interest expense, net increased by$0.1 million , or 5,850%, from $- million for the year endedDecember 31, 2019 to$0.1 million for the year endedDecember 31, 2020 . This increase is a result of interest from one-year invoice securitization facility the Company entered into inJanuary 2020 . 52
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Interest expense - related party decreased by$26.0 million from$49.7 million for the year endedDecember 31, 2019 to$23.7 million for the year endedDecember 31, 2020 . Eos's convertible notes issued during 2019 and 2020 included an embedded feature permitting holders to demand immediate repayment of all outstanding principal and interest resulting in the immediate accretion of interest expense. During the year endedDecember 31, 2019 , proceeds allocated to the issuance of convertible notes were$19.3 million and Eos recorded$49.7 million of interest expense related to these convertible notes that included a demand feature that could require repayment of principal and interest during 2019. During the year endedDecember 31, 2020 , proceeds allocated to the issuance of convertible notes were$9.0 million , and Eos recorded$23.7 million of interest expense related to these convertible notes.
Loss on extinguishment of convertible notes - related party
The loss on extinguishment of convertible notes of$6.1 million in 2019 was the result of the modification inApril 2019 of convertible notes issued during 2018 andJanuary 2019 .
Change in fair value, embedded derivative
The change in fair value of$2.1 million and$(0.7) million for the years endedDecember 31, 2020 andDecember 31, 2019 , respectively, reflected the change in fair value of the embedded derivative feature on our convertible notes that was recorded through earnings.
Change in fair value, warrants liability - related party
The change in fair value of$(2.1) million for the year endedDecember 31, 2020 reflected the change in fair value of the Private Placement Warrants classified as liability as of the Merger Date throughDecember 31, 2020 .
Change in fair value, Sponsor Earnout Shares
The change in fair value of$(8.2) million for the year endedDecember 31, 2020 reflected the change in fair value of the Sponsor Earnout Shares classified as liability as of the Merger Date through the date they were released from restriction and reclassified into equity onDecember 16, 2020 .
Income (loss) from equity in unconsolidated joint venture
The income (loss) on equity in unconsolidated joint venture results from our
portion of
Sale of state tax attributes
We recognized income of $- million and$4.1 million during the years endedDecember 31, 2020 and 2019, respectively, related to the sale of our state net operating losses and research and development credit carryforwards under the New Jersey Economic Development Authority Technology Business Tax Certificate Transfer Program. 53
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Liquidity and Capital Resources
The Company is in the early commercialization stage of its lifecycle and, as such, has limited revenue generating activities. Accordingly, the Company has incurred significant recurring losses, and net operating cash outflows from operations since inception, which is attributable to its higher operating costs relative to its revenue base. The Company continues to invest heavily in research and development to optimize our battery technology system not only for the current generation product but for future generation products and services. In addition, we continue to invest in capital to expand manufacturing capacity to meet current customer commitments and fulfill orders from current backlog and anticipated future orders. We are also investing in sales and marketing activities and other costs associated with implementing the infrastructure to support our growth strategy. While management and the Company's Board of Directors anticipate the Company will eventually reach a scale of profitability through the sale of battery energy storage systems and other complimentary products and services, the Company believes the current stage of its lifecycle justifies continued investment in the development and launch of product at the expense of short-term profitability. Accordingly, we expect to continue to incur significant losses and net operating cash outflows from operations for the foreseeable future. As ofDecember 31, 2021 , based on the factors described above, management concluded that there was substantial doubt about the Company's ability to continue to operate as a going concern for the 12 months following the issuance of our consolidated financial statements. The ability of the Company to continue as a going concern is dependent upon the Company's ability to access additional sources of capital, including, but not limited to, equity and/or debt financings, licensing revenue, and government loans or grants. For example, the Company has passed Part I of the application under theU.S. Department of Energy's Loan Guarantee Solicitation for Applications for Renewable Energy Projects and Efficient Energy Projects (the "DOE Loan Program"). There can be no assurance that we will successfully complete Part II of the DOE Loan Program or otherwise be able to obtain this new funding on terms acceptable to us, on a timely basis, or at all. Our inability to obtain significant additional funding on acceptable terms could have a material adverse effect on our business and cause us to alter or reduce our planned operating activities, including but not limited to delaying, reducing, terminating or eliminating planned research and development and manufacturing activities, to conserve our cash and cash equivalents. Our anticipated expenditure levels may change if we adjust our current operating plan. Such actions could delay development and manufacturing timelines and have a material adverse effect on our business, results of operations, financial condition and market valuation. Therefore, we will need to secure additional capital or financing and/or delay, defer or reduce our cash expenditures by later in the second half of 2022 if adequate funding is not secured. There can be no assurance that we will be able to obtain additional capital or financing, including DOE Loan Program funding, on terms acceptable to us, on a timely basis or at all. As ofDecember 31, 2021 , we had cash and cash equivalents of$104.8 million . Since our inception, we have financed our operations primarily through funding received from the Private Placement of convertible notes and the issuance of common and preferred units. InNovember 2020 , we received$142.3 million in connection with the consummation of the Merger and the Private Placement upon the Closing. InJuly 2021 , we received$100.0 million in proceeds from the issuance of 2021 Convertible Notes to Koch (refer to Note 15 in our consolidated financial statements). InSeptember 2021 , the Company entered into a$25.0 million Equipment Financing Agreement with Trinity, the proceeds of which will be used to acquire certain equipment and other property, subject to Trinity's approval. As ofDecember 31, 2021 , the Company drew$7.0 million from the financing agreement. We expect capital expenditures and working capital requirements to increase as we seek to execute on our growth strategy. We currently anticipate that total capital expenditures for fiscal 2022 will be approximately$25 million to$35 million which will be used primarily for additional equipment, automation, and implementation to increase our capacity and efficiency to meet our customer's needs. Our capital expenditure and working capital requirements in the foreseeable future may change depending on many factors, including but not limited to the overall performance of existing equipment, our sales pipeline, our operating results and any adjustments in our operating plan needed in response to industry conditions, competition or unexpected events. 54
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The following table summarizes our cash flows from operating, investing and financing activities for the periods presented.
Fiscal Year Ended
($ in thousands) 2021 2020
2019
Net cash used in operating activities$ (116,147) $ (26,559) $ (23,834) Net cash used in investing activities (23,336) (6,625) (2,900) Net cash provided by financing activities 123,322 154,175
22,098
Cash flows from operating activities:
Our cash flows used in operating activities to date have been primarily composed of costs related to research and development, manufacturing of our initial energy storage products, and other selling, general and administrative activities. As we continue to expand commercial production, we expect our expenses related to personnel, manufacturing, research and development and selling, general and administrative activities to increase.
Net cash used in operating activities was$116.1 million for the year endedDecember 31, 2021 , which was composed of our net loss of$124.2 million , adjusted for non-cash interest expense on convertible debt of$1.5 million and other non-cash charges that include stock-based compensation of$15.1 million , depreciation and amortization of$2.6 million , debt cost amortization of$1.4 million , change in fair value of embedded derivative of$17.5 million , change in fair value of warrants liability - related party of$1.8 million , and loss from remeasurement of equity investment of$7.5 million . The net cash outflow from changes in operating assets and liabilities was$2.9 million for the year endedDecember 31, 2021 , primarily driven by an increase in notes payable of$18.7 million and an increase in accounts payable and accrued expenses of$7.1 million , offset by an increase in inventory of$10.1 million , a decrease of provision for firm purchase commitment of$5.5 million , an increase in accounts receivable of$1.9 million , and an increase in vendor deposits of$7.4 million . The cash used in operating activities includes$15.1 million of payments made toHoltec in connection with the termination of the JV agreements. In addition, a significant amount of cash was spent on materials to refine and improve our manufacturing process as well as research and development activities to improve quality consistency. Net cash used in operating activities was$26.6 million for the year endedDecember 31, 2020 , which was composed of our net loss of$70.6 million , adjusted for non-cash interest expense on convertible debt of$23.7 million and other non-cash charges that include stock-based compensation of$5.1 million , depreciation and amortization of$1.6 million , change in fair value of embedded derivative of$2.1 million , change in fair value of Sponsor Earnout Shares of$8.2 million , and change in fair value of warrants liability - related party of$2.1 million . The net cash inflow from changes in operating assets and liabilities was$5.6 million for the year endedDecember 31, 2020 , primarily driven by a decrease in receivable from the sale of state tax attributes of$4.1 million and an increase in accounts payable and accrued expenses of$2.6 million , partially offset by the increase of prepaid expense of$2.0 million . Net cash used in operating activities was$23.8 million for the year endedDecember 31, 2019 , which was composed of our net loss of$79.5 million , adjusted for non-cash interest expense on convertible debt of$49.7 million and other non-cash charges that include depreciation and amortization of$2.1 million , change in fair value of embedded derivative of$0.7 million , impairment of property and equipment of$1.6 million , loss on extinguishment of convertible notes - related party of$6.1 million . The net cash outflow from changes in operating assets and liabilities was$4.9 million for the year endedDecember 31, 2019 primarily related to an increase in receivable from the sale of state tax attributes of$4.1 million and a decrease in accounts payable and accrued expenses of$1.1 million . 55
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Cash flows from investing activities:
Our cash flows used in investing activities for the year endedDecember 31, 2021 are primarily composed of purchases of property and equipment of$15.6 million , investment in joint venture of$4.0 million , notes receivable advanced to customer of$4.9 million , notes receivable proceeds of$1.3 million , and payments made for theHi-Power acquisition of$0.2 million . Our cash flows used in investing activities are composed primarily of purchases of property and equipment of$3.6 million and$2.3 million for the years endedDecember 31, 2020 andDecember 31, 2019 , respectively, as well as investments in our joint venture. InAugust 2019 , we began to make investments in theHi-Power joint venture, which provided us the exclusive rights to manufacture our battery storage systems inNorth America , subject to meeting certain performance targets. Our initial financial commitment to this joint venture was$4.1 million in the form of cash and special purpose manufacturing equipment. The special purpose manufacturing equipment continues to be classified as property and equipment on our balance sheet until it is fully commissioned and operational and has produced the first 10 megawatts per hour of commercial product. During the latter half of 2019, the Company made cash contributions of$0.6 million toHi-Power . In the year endedDecember 31, 2020 , the Company made additional contributions of$3.0 million . The increase of the contribution was a result of the shorter period of time forHi-Power's operation in 2019, which only included four months, compared to a full year of operation in 2020, as well as increasing production at the JV.
Cash flows from financing activities:
Net cash provided by financing activities was$123.3 million in the year endedDecember 31, 2021 , primarily due to the proceeds received from issuance of 2021 Convertible Notes of$100.0 million , equipment financing of$7.0 million , warrants exercised of$20.1 million , and options exercised of$1.1 million , partially offset by debt issuance costs associated with the 2021 Convertible Notes and the Equipment Financing facility of$4.4 million . Net cash provided by financing activities was$154.2 million for the year endedDecember 31, 2020 and included$142.3 million in proceeds from the Merger with BMRG, with$10.3 million paid for direct incremental transaction cost, and proceeds from a Paycheck Protection Program loan of$1.3 million . Prior to the Merger, the Company also received$11.8 million from issuance of contingent redeemable preferred units and$9.0 million from issuance of convertible notes. Net cash provided by financing activities was$22.1 million for the year endedDecember 31, 2019 and included proceeds from the issuance of convertible notes payable - related party of$21.1 million and proceeds of$2.0 million attributable to the issuance of contingently redeemable preferred units. These proceeds were partially offset by a cash outflow related to the repayment of short-term notes payable of$1.0 million . We have certain obligations and commitments to make future payments under contracts. The following table sets forth our estimates of future payments atDecember 31, 2021 . See Note 10, Note 15, Note 16, Note 17, and Note 21 of the consolidated financial statements for further information of these obligations and commitments. 56 -------------------------------------------------------------------------------- Table of Contents ($ in thousands) Total Less than 1 year
1-3 years 3-5 years More than 5 years 2021 Convertible Notes, including interest1
$ 127,186 2,650 10,600 113,936 - Notes Payable, including interest$ 20,000 5,000 10,000 5,000 - Operating and capital lease$ 4,600 1,222 1,782 1,596 - Firm purchase commitment$ 5,370 5,370 - - - Equipment financing, including interest$ 8,042 2,453 4,906 683 - Total$ 165,198 16,695 27,288 121,215 -
Critical Accounting Estimates
Our consolidated financial statements are prepared in conformity withU.S. generally accepted accounting principles. In preparing our consolidated financial statements, we make assumptions, judgments, and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. We regularly reevaluate our assumptions, judgments, and estimates.
Product Warranty
The Company generally provides a standard warranty for a period of two years and an optional 20-year degradation guarantee, commencing upon commissioning. We also provide extended warranties, which are identified as separate performance obligations in the Company's contracts with customers. We accrue warranty reserves at the time of recording the sale. Warranty reserves include management's best estimate of the projected costs to repair or to replace any items under warranty, which is based on various factors including actual claim data to date, results of lab testing, factory quality data, field monitoring, and data on industry averages for similar products. Due to limited claim experience, we have since commercialization, and the potential for variability in these underlying factors, the difference between our estimated costs and our actual costs could be material to our consolidated financial statements. If actual product failure rates or the frequency or severity of reported claims differ from our estimates, we may be required to revise our estimated warranty liability. We will also update actual warranty experience to determine warranty reserves as such experience becomes available. We review our reserves at least quarterly, seeking to ensure that our accruals are adequate in meeting expected future warranty obligations, and we will adjust our estimates as needed. Initial warranty data can be limited at the early stage in the commercialization of our products and, the adjustments that we record may be material. Thus, it is likely that as we sell additional battery system, we will acquire additional information on the projected costs to repair or replace items under warranty and may need to make additional adjustments. As ofDecember 31, 2021 and 2020, we had$2,112 and $- in warranty reserves, respectively. Adjustments to warranty reserves are recorded in cost of goods sold.
Contingently issuable common stock and Sponsor Earnout Shares
The Company estimated the original fair value of the contingently issuable common stock on the Merger date (refer to Note 2 of the consolidated financial statements) that is contingently issuable as well as the Sponsor Earnout Shares on the Closing date based on a Monte Carlo simulation pricing model. The assumption for the Monto Carlo Simulation include risk-free interest rate, and stock price volatility utilizing a peer group based on a five-year term. Changes to the inputs described above could have a material impact on the company's financial position and results of operations in any given period. 1 The methods of interest payments for the 2021 Convertible Notes are based on the Company's current intentions, which are subject to change. As of the date of this Annual Report on Form 10-K, the Company intends to repay the contractual interest due onJune 30, 2022 in-kind and the remaining interest in cash. 57
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2021 Convertible Notes -
The 2021 Convertible Notes were accounted for in accordance with FASB ASC 470, Debt and ASC 815, Derivatives and Hedging. The 2021 Convertible Notes contain an interest make-whole payment provision that can be triggered only in connection with an induced conversion. Because this adjustment is calculated in a manner in which the make-whole payment may exceed the time value of the embedded conversion feature, the embedded conversion feature is precluded from being considered indexed to the Company's own stock, and therefore, does not qualify for any of the available scope exceptions to derivative accounting. We were, therefore, required to account for the embedded conversion feature separately as a derivative instrument. The Company estimates the fair value of the embedded conversion feature, using a binomial lattice model at 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. Certain inputs involve unobservable inputs and are classified as level 3 of the fair value hierarchy. The sensitivity of the fair value calculation to these methods, assumptions, and estimates included could create materially different results under different conditions or using different assumptions.
Legacy Convertible Notes -
We record conventional convertible debt in accordance with ASC 470-20, Debt with Conversion and Other Options. The Legacy Convertible Notes issued contained an embedded derivative feature that could accelerate the repayment of the convertible notes upon either a qualified financing event or the note holders' put exercise. The fair values of the derivative liabilities were determined using probability-weighted average of cash flows approach that incorporated a range of inputs that are both observable and unobservable in nature. The unobservable inputs used in the initial and subsequent fair value measurements for the embedded derivative predominantly relate to cash flow projection, a risk-adjusted discount rate and the probabilities of future events occurring and the date on which they may occur. The probabilities are determined based on all relevant internal and external information available and are reviewed and reassessed at each reporting date. The assumptions underlying the valuations represent the Company best estimates, which involve inherent uncertainties and the application of management's judgment. As a result, if the Company used significantly different assumptions or estimates, its interest expense for prior periods could have been materially different.
Business Combinations
We account for business combinations using the purchase method of accounting where the cost is allocated to the underlying net tangible and intangible assets acquired, based on their respective fair values. Identifiable assets acquired and liabilities assumed are recognized and measured as of the acquisition date at fair value.Goodwill is recognized to the extent by which the aggregate of the acquisition-date fair value of the consideration transferred exceeds the recognized basis of the identifiable assets acquired, net of assumed liabilities. The Company used information available to make fair value determinations and engaged independent valuation specialists to assist management in the fair value determination for the acquisition ofHi-Power . The fair value is determined using the income approach, cost approach and/or market approach. Determining the fair value of purchase consideration, assets acquired, liabilities assumed, as well as the Joint Venture agreement the Company terminated in connection with the acquisition requires management's judgment. The fair value determination of the Joint Venture agreement and of the consideration transferred in exchange for theHi-Power business involves the use of significant estimates and assumptions, including, but not limited to, the selection of appropriate valuation methodology, projected cash flows and the discount rate. The Company believes the estimates applied to be based on reasonable assumptions, but which are inherently uncertain. As a result, actual results may differ from the assumptions and judgments used to determine fair value of the assets acquired, which could result in material impairment losses in the future. 58
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