Energy Vault(NRGV) - 2025 Q1 - Quarterly Report

Cautionary Note Regarding Forward-Looking Statements This note cautions on forward-looking statements, which involve risks and uncertainties that could materially alter actual results - The report contains forward-looking statements regarding future results, financial condition, business strategy, and the ability to meet NYSE listing requirements, involving known and unknown risks and uncertainties that could cause actual results to differ materially[11][12] - Key forward-looking statements include changes in strategy, expansion plans, market acceptance of business model, brand development, industry developments, macroeconomic uncertainty, investment in development projects, supply chain diversification, intellectual property protection, future capital requirements, international operations, and the expectation of revenue generation from first two-owned projects in 2025[13] - Investors are cautioned not to unduly rely on these statements, as they are based on current expectations and projections, and actual results may vary due to competitive and rapidly changing environments, new risks, and evolving ESG standards and expectations[12][15] Part I - Financial Information This part presents the company's financial statements and management's analysis of its financial performance and condition Item 1. Financial Statements This section presents the unaudited condensed consolidated financial statements, covering balance sheets, operations, equity, cash flows, and detailed accounting notes Condensed Consolidated Balance Sheets This section details the company's financial position, including assets, liabilities, and equity, at specific reporting dates Condensed Consolidated Balance Sheet Highlights (in thousands) | Metric | March 31, 2025 | December 31, 2024 | Change | % Change | | :-------------------------------- | :------------- | :---------------- | :------- | :------- | | Assets | | | | | | Cash and cash equivalents | $17,822 | $27,091 | $(9,269) | -34.2% | | Restricted cash, current portion | $27,308 | $990 | $26,318 | 2658.4% | | Total current assets | $74,357 | $68,905 | $5,452 | 7.9% | | Property and equipment, net | $125,604 | $99,493 | $26,111 | 26.2% | | Total Assets | $217,441 | $183,889 | $33,552 | 18.3% | | Liabilities & Equity | | | | | | Total current liabilities | $86,247 | $54,655 | $31,592 | 57.8% | | Long-term debt | $12,888 | $— | $12,888 | N/A | | Total liabilities | $102,528 | $57,633 | $44,895 | 77.9% | | Total stockholders' equity | $114,913 | $126,256 | $(11,343) | -9.0% | Condensed Consolidated Statements of Operations and Comprehensive Loss This section presents the company's financial performance over specific periods, detailing revenues, expenses, and net loss Condensed Consolidated Statements of Operations Highlights (in thousands, except per share data) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | Change | % Change | | :-------------------------------- | :-------------------------------- | :-------------------------------- | :------- | :------- | | Revenue | $8,534 | $7,759 | $775 | 10.0% | | Cost of revenue | $3,658 | $5,691 | $(2,033) | -35.7% | | Gross profit | $4,876 | $2,068 | $2,808 | 135.8% | | Total operating expenses | $25,769 | $26,695 | $(926) | -3.5% | | Loss from operations | $(20,893) | $(24,627) | $3,734 | -15.2% | | Net loss | $(21,174) | $(21,139) | $(35) | 0.2% | | Net loss attributable to Energy Vault Holdings, Inc. | $(21,136) | $(21,139) | $3 | 0.0% | | Net loss per share — basic and diluted | $(0.14) | $(0.14) | $0.00 | 0.0% | Condensed Consolidated Statements of Stockholders' Equity This section details changes in the company's equity, including common stock, additional paid-in capital, and accumulated deficit Condensed Consolidated Statements of Stockholders' Equity Highlights (in thousands) | Metric | March 31, 2025 | December 31, 2024 | Change | | :-------------------------------- | :------------- | :---------------- | :------- | | Common Stock Shares Outstanding | 154,243 | 153,206 | 1,037 | | Additional Paid-In Capital | $521,322 | $512,022 | $9,300 | | Accumulated Deficit | $(404,958) | $(383,822) | $(21,136) | | Total Stockholders' Equity | $114,913 | $126,256 | $(11,343) | - Stock-based compensation for the three months ended March 31, 2025, was $9.276 million, contributing to the increase in additional paid-in capital[23] Condensed Consolidated Statements of Cash Flows This section summarizes the cash inflows and outflows from operating, investing, and financing activities over specific periods Condensed Consolidated Statements of Cash Flows Highlights (in thousands) | Activity | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | Change | | :-------------------------------- | :-------------------------------- | :-------------------------------- | :------- | | Net cash (used in) provided by operating activities | $(2,730) | $947 | $(3,677) | | Net cash used in investing activities | $(7,313) | $(8,768) | $1,455 | | Net cash provided by (used in) financing activities | $27,060 | $(678) | $27,738 | | Net increase (decrease) in cash, cash equivalents, and restricted cash | $17,082 | $(8,771) | $25,853 | | Cash and cash equivalents - end of period | $17,822 | $135,773 | $(117,951) | - The significant increase in cash provided by financing activities in Q1 2025 was primarily due to $26.8 million in net proceeds from the CRC Bridge loan and $1.5 million from insurance premium financings[214] Notes to Condensed Consolidated Financial Statements These notes provide essential details on the company's business, significant accounting policies, financial instrument details, and commitments Note 1. Organization and Description of Business This note describes Energy Vault's business, its technology portfolio, and its strategic transition to asset ownership - Energy Vault provides a diverse technology portfolio of turnkey energy storage platforms, including proprietary gravity, battery, and green hydrogen technologies, supported by its technology-agnostic energy management system software[29] - In 2024, the Company began a multi-year transition from solely providing technology to third parties (build-and-transfer or licensing) to also taking an ownership interest in energy storage assets in select markets[29] - The Company's mission is to provide energy storage solutions to accelerate the global transition to renewable energy, focusing on helping utilities, independent power producers, and large industrial users reduce energy costs and maintain reliability[30] Note 2. Summary of Significant Accounting Policies This note outlines the key accounting principles and estimates used in preparing the financial statements, including consolidation, GAAP compliance, and going concern considerations - The financial statements are prepared in accordance with GAAP and SEC rules for interim reporting, reflecting all necessary adjustments for fair presentation[31][32] - The Company includes its wholly-owned subsidiaries and a majority-owned subsidiary in its consolidated financial statements, eliminating all intercompany balances and transactions[33] - As an emerging growth company, Energy Vault has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards, which may affect comparability with other public companies[35][37] - The Company has incurred significant net losses and used substantial cash since inception, with accumulated deficits of $405.0 million as of March 31, 2025, though management believes current cash and planned actions will fund operations for at least the next twelve months[40][42] - One customer accounted for 100% of accounts receivable and customer financing receivable as of March 31, 2025 and December 31, 2024, while revenue from two customers accounted for 55% and 38% of total revenue for the three months ended March 31, 2025[47] Note 3. Revenue Recognition This note details the company's policies for recognizing revenue across various product and service categories Revenue by Product and Service Categories (in thousands) | Category | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Sale of energy storage products | $4,891 | $7,725 | | Operation and maintenance services | $276 | $— | | Software licensing | $112 | $— | | Intellectual property ("IP") licensing | $3,255 | $— | | Other | $— | $34 | | Total revenue | $8,534 | $7,759 | - As of March 31, 2025, remaining performance obligations totaled $127.6 million, with approximately 97% expected to be recognized as revenue over the next 12 months[50] - Contract liabilities (deferred revenue) increased from $8.938 million at December 31, 2024, to $10.585 million at March 31, 2025, with $5.2 million recognized as revenue in Q1 2025 from prior period balances[52][54] Note 4. Allowance for Credit Losses This note explains the methodology and activity related to the allowance for credit losses on receivables Allowance for Credit Losses Activity (in thousands) | Category | March 31, 2025 | December 31, 2024 | | :-------------------------------- | :------------- | :---------------- | | Allowance for credit losses, beginning of period | $32,238 | $2,514 | | Provision (benefit) for credit losses | $(11) | $(89) | | Allowance for credit losses, end of period | $32,227 | $2,425 | - The Company uses a probability-of-default (PD) and loss-given-default (LGD) methodology, based on Moody's historical rates for corporate bonds, to calculate the allowance for credit losses[57] - The customer financing receivable of $11.5 million was placed on non-accrual status effective December 31, 2024, due to past-due installment payments[58] Note 5. Fair Value Measurements This note describes how the company measures assets and liabilities at fair value, categorizing them by input observability - The Company categorizes assets and liabilities measured at fair value into Level 1, Level 2, or Level 3 based on the observability of inputs[59][62] - Warrant liabilities are classified as Level 3, with their fair value determined using a Black-Scholes model due to not being publicly traded[59] Note 6. Related Party Transactions This note discloses transactions with parties considered to be related to the company - The Company paid $0.3 million in marketing and sales costs to a company owned by an immediate family member of an officer for the three months ended March 31, 2025[60] Note 7. Investments This note provides details on the company's investments, including equity securities and various notes receivable Investments (in thousands) | Investment Type | March 31, 2025 (Current) | March 31, 2025 (Long-Term) | December 31, 2024 (Current) | December 31, 2024 (Long-Term) | | :-------------------------------- | :------------------------- | :------------------------- | :-------------------------- | :-------------------------- | | Investment in equity securities | $— | $3,270 | $— | $3,270 | | Convertible note receivable | $2,725 | $— | $2,622 | $— | | Other note receivable | $608 | $213 | $311 | $— | | Total | $3,333 | $3,483 | $2,933 | $3,270 | - The Company holds equity securities in KORE Power, Inc. at a cost basis of $15.0 million, with cumulative impairment of $11.7 million as of March 31, 2025[64] - The Company has a convertible promissory note with DG Fuels, LLC totaling $3.0 million, bearing 10.0% annual interest, maturing in October 2025, with no expectation to exercise the conversion option[65][66] - The Company loaned Stoney Creek BESS Pty Ltd AUD 0.5 million (Tranche 1) and an additional AUD 0.5 million (Tranche 3) at 8.0% interest, and agreed to provide a bank guarantee of AUD 2.5 million (Tranche 2) and up to AUD 7.8 million (Tranche 4) for project costs[67][68][69] - On March 17, 2025, the Company entered into an agreement to acquire Stoney Creek for a nominal price, pending regulatory approval in Australia[71] Note 8. Property and Equipment, Net This note provides a breakdown of the company's property and equipment, including construction in progress and accumulated depreciation Property and Equipment, Net (in thousands) | Category | March 31, 2025 | December 31, 2024 | | :-------------------------------- | :------------- | :---------------- | | Construction in progress | $114,815 | $88,669 | | Total property and equipment | $129,556 | $102,844 | | Less: accumulated depreciation and amortization | $(3,952) | $(3,351) | | Property and equipment, net | $125,604 | $99,493 | - The increase in construction in progress primarily relates to the Calistoga Resiliency Center hybrid energy storage system, the Cross Trails BESS, and the Snyder CDU[73] Note 9. Intangible Assets, Net This note details the company's intangible assets, primarily capitalized software, and related amortization Intangible Assets, Net (in thousands) | Category | March 31, 2025 (Net Carrying Amount) | December 31, 2024 (Net Carrying Amount) | | :-------------------------------- | :----------------------------------- | :------------------------------------ | | Capitalized software to be sold | $5,131 | $4,538 | - Amortization expense for capitalized software was $0.2 million for the three months ended March 31, 2025, with an estimated useful life of five years[75] Note 10. Debt This note outlines the company's debt obligations, including bridge loans, senior notes, and interest expense details - On March 31, 2025, CRC entered into a $27.8 million CRC Bridge Loan at 9.5% interest, which was refinanced on April 4, 2025, by $27.8 million CRC Senior Notes[78][79][80] - The CRC Senior Notes bear interest at 12.5% until December 31, 2025 (or receipt of tax credit transfer proceeds), then 9.5%, with the first principal payment of $12.9 million due August 31, 2025, and maturity on April 4, 2032[81][82] Interest Expense (in thousands) | Category | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Contractual interest expense | $18 | $4 | | Amortization of debt issuance costs | $43 | $— | | Amortization of debt discount | $31 | $— | | Interest expense on finance leases | $3 | $4 | | Total | $95 | $8 | Note 11. Supplemental Balance Sheets Detail This note provides additional details for selected balance sheet accounts, including prepaid expenses, accrued expenses, and other liabilities Selected Supplemental Balance Sheet Details (in thousands) | Category | March 31, 2025 | December 31, 2024 | | :-------------------------------- | :------------- | :---------------- | | Prepaid expenses | $5,132 | $3,423 | | Interest receivable | $925 | $850 | | Professional fees (Accrued expenses) | $10,267 | $8,373 | | Insurance premium financings (Accrued expenses) | $1,621 | $724 | | Customer deposits (Other current liabilities) | $15,001 | $— | | Operating leases (Other long-term liabilities) | $1,699 | $785 | Note 12. Stock-Based Compensation This note details the company's equity incentive plans, stock option and RSU activity, and total stock-based compensation expense - The Company has three equity incentive plans: the 2022 Incentive Plan (approx. 15.5 million shares + annual increase), the 2022 Inducement Plan (8.0 million shares), and the 2025 Inducement Plan (8.0 million shares, approved Feb 2025), all for granting stock options, SARs, restricted stock, and RSUs[93][95][96][97] Stock Option Activity (in thousands, except per share data) | Metric | December 31, 2024 | March 31, 2025 | | :-------------------------------- | :---------------- | :------------- | | Options Outstanding | 6,429 | 6,429 | | Weighted Average Exercise Price Per Share | $1.62 | $1.62 | | Options exercisable | 2,342 | 2,342 | | Unrecognized stock-based compensation expense | $3.1 million | $3.1 million | | Weighted-average period for recognition | 1.6 years | 1.6 years | Restricted Stock Units (RSUs) Activity (in thousands, except per share data) | Metric | December 31, 2024 | March 31, 2025 | | :-------------------------------- | :---------------- | :------------- | | Nonvested balance | 22,325 | 25,662 | | RSUs granted | N/A | 7,070 | | RSUs vested | N/A | (3,617) | | Weighted Average Grant Date Fair Value per Share (Nonvested) | $2.83 | $2.28 | | Unrecognized stock-based compensation expense | $43.1 million | $43.1 million | | Weighted-average vesting period | 1.7 years | 1.7 years | Total Stock-Based Compensation Expense (in thousands) | Category | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Sales and marketing | $1,045 | $1,715 | | Research and development | $1,368 | $2,227 | | General and administrative | $6,863 | $5,742 | | Total stock-based compensation expense | $9,276 | $9,684 | Note 13. Segment Reporting This note clarifies that the company operates as a single reportable segment, with consolidated results reviewed by the CEO - The Company operates as a single reportable segment, with the CEO reviewing consolidated operating results to make decisions and assess performance[103] Consolidated Segment Revenue and Expenses (in thousands) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Revenue | $8,534 | $7,759 | | Cost of revenue | $3,658 | $5,691 | | Gross profit | $4,876 | $2,068 | | Non-personnel operating costs | $7,290 | $8,012 | | Salaries and wages | $8,909 | $8,792 | | Stock-based compensation | $9,276 | $9,684 | | Net loss | $(21,174) | $(21,139) | Note 14. Income Taxes This note discusses the company's income tax provision and the valuation allowance recorded against deferred tax assets - The Company recognized a tax provision of $0.4 million for the three months ended March 31, 2025, compared to no provision in the prior-year period[106] - A valuation allowance has been recorded against substantially all net deferred tax assets due to the Company's history of losses, indicating it is not more likely than not that these assets will be realized[106] Note 15. Net Loss Per Share of Common Stock This note presents the calculation of basic and diluted net loss per share, including the impact of potentially dilutive securities Net Loss Per Share (in thousands, except per share amounts) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Net loss attributable to Energy Vault Holdings, Inc. | $(21,136) | $(21,139) | | Weighted-average shares outstanding – basic and diluted | 153,723 | 147,019 | | Net loss per share – basic and diluted | $(0.14) | $(0.14) | - Due to net losses, potentially dilutive securities (private warrants, stock options, RSUs, and Earn-Out Shares) were anti-dilutive and excluded from the diluted EPS calculation[109] - The contingent right for 9.0 million Earn-Out Shares expired on May 12, 2025, as the triggering events were not satisfied[110] Note 16. Commitments and Contingencies This note outlines the company's principal commitments, warranty liabilities, various bonds, and tax credit transfer agreements - Principal commitments as of March 31, 2025, included operating leases, finance leases, a deferred pension, warranty liabilities, and $7.6 million in non-cancelable purchase obligations[111] - The Company provides limited warranties for BESS customers, with estimated warranty liabilities of $0.761 million as of March 31, 2025, down from $1.391 million at the beginning of the period[113][114] - As of March 31, 2025, the Company had $14.5 million in outstanding letters of credit, $2.0 million in bank guarantees, $110.3 million in performance and payment bonds, and $20.5 million in other bonds[117][118][119] - On March 28, 2025, the Company committed to sell approximately $39.9 million (net of fees) in Investment Tax Credits (ITCs) generated by its Calistoga, Cross Trails, and Snyder projects, anticipated to be placed in service in 2025[120] Note 17. Subsequent Events This note discloses significant events that occurred after the balance sheet date, including a NYSE non-compliance notification and a new bridge loan - On April 16, 2025, the Company received a NYSE notification for non-compliance with the minimum $1.00 average closing price rule over 30 trading days, with a six-month period to regain compliance[121] - On May 12, 2025, the Company entered into a $10.0 million Cross Trails Bridge Loan with Crescent Cove, bearing 24% annual interest and maturing on July 13, 2025, secured by U.S. assets (excluding Calistoga hybrid energy system)[123] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on Energy Vault's financial condition and results of operations, including business overview, key factors, recent developments, operating metrics, and non-GAAP reconciliations Our Business This section provides an overview of Energy Vault's diverse energy storage technology portfolio and its strategic shift towards asset ownership - Energy Vault offers a diverse portfolio of turnkey energy storage platforms, including gravity, battery, and green hydrogen technologies, integrated with its energy management system software[126] - The Company is transitioning from a build-and-transfer or licensing model to also taking ownership interests in energy storage assets in attractive markets, leveraging its experience and proprietary technologies[126] Key Factors and Trends Affecting our Business This section discusses significant external and internal factors influencing the company's performance, such as tariffs, industry growth, tax incentives, and competition - New U.S. tariffs on Chinese lithium-ion batteries, totaling approximately 155.9%, have materially affected operations, causing delays or cancellations in third-party sales projects for B-Vault products[129][130] - The utility-scale energy storage industry is rapidly growing due to increased electricity demand (driven by data centers, AI, EVs), global renewable energy transition, and focus on grid resilience[135][136][137] - The Inflation Reduction Act (IRA) of 2022 provides significant tax incentives for energy storage, including Investment Tax Credits (ITCs) for standalone projects and bonus credits for energy communities, domestic content, and low-income areas, which the Company believes it is positioned to benefit from[146][147] - The Company faces competition from new and existing energy storage solution providers and software manufacturers, and its market share could decline if it cannot compete effectively[141] - Higher inflation rates in recent years could increase expenses and product costs, potentially impacting competitiveness if not offset by price increases[142] Recent Developments This section highlights significant recent events, including project acquisitions, licensing agreements, and NYSE compliance notifications - Between October 2024 and March 2025, the Company loaned Stoney Creek BESS Pty Ltd up to AUD 8.8 million for project development and agreed to provide a bank guarantee of AUD 2.5 million, and on March 17, 2025, the Company entered into an agreement to acquire Stoney Creek[148] - On March 31, 2025, the Company signed a license and royalty agreement with an Indian infrastructure development company to accelerate manufacturing and deployment of its B-Vault BESS technology and VaultOS EMS software in India[149] - On April 16, 2025, the NYSE notified the Company of non-compliance with its minimum stock price listing requirement ($1.00 average over 30 trading days), granting a six-month period to regain compliance[150] Key Operating Metrics This section presents key performance indicators such as new bookings, developed pipeline, and backlog, providing insight into future revenue potential Key Operating Metrics (in thousands, except MWh) | Metric | March 31, 2025 | March 31, 2024 | | :-------------------------------- | :------------- | :------------- | | New bookings ($) | $225,729 | $— | | Net bookings ($) | $225,729 | $— | | New bookings (MWh) | 1,004 | — | | Net bookings (MWh) | 1,004 | — | | Developed Pipeline ($) | $2,131,300 | $2,085,908 | | Developed Pipeline (MWh) | 8,797 | 9,194 | | Backlog ($) | $648,043 | $433,886 | | Backlog (MWh) | 2,577 | 1,574 | - Net bookings represent the total aggregate contract value and MWhs from customer contracts signed during the period, net of cancellations, including probable future variable payments from tolling and offtake arrangements[152] - Developed pipeline indicates uncontracted potential revenue from third-party projects and potential tolling revenue from projects in advanced negotiations, serving as an internal management metric for anticipated growth[154] - Backlog represents contracted but unrecognized revenue from projects, services, and IP licensing agreements, including probable future variable payments from tolling arrangements[156] Key Components of Results of Operations This section explains the primary drivers of revenue, cost of revenue, gross profit, and operating expenses - Revenue is generated from the sale of energy storage products (EPC and EEQ models), software and IP licensing, and long-term operation and maintenance services, with future revenue expected from tolling arrangements for owned systems[158][159][160] - Cost of revenue primarily includes product costs (equipment, tariffs, shipping), materials, subcontractors, direct labor, and product warranties, influenced by underlying costs of components like batteries and inverters[164][165] - Gross profit and gross profit margin fluctuate due to the timing of transferring control of uninstalled equipment in EPC projects (lower margins initially, higher in later stages) and changes in sales volume, product prices, costs, and mix[166][167] - Operating expenses include Sales and Marketing (personnel, professional fees, promotional), Research and Development (materials, testing, labor, consulting), General and Administrative (IT, legal, professional fees, corporate personnel), Benefit for Credit Losses, and Depreciation and Amortization[168][169][170][171][172] Results of Operations This section provides a detailed analysis of the company's financial performance, comparing current and prior period results across key income statement line items Consolidated Results of Operations (in thousands) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | Change | % Change | | :-------------------------------- | :-------------------------------- | :-------------------------------- | :------- | :------- | | Revenue | $8,534 | $7,759 | $775 | 10.0% | | Cost of revenue | $3,658 | $5,691 | $(2,033) | -35.7% | | Gross profit | $4,876 | $2,068 | $2,808 | 135.8% | | Sales and marketing | $4,145 | $4,170 | $(25) | -0.6% | | Research and development | $3,824 | $6,966 | $(3,142) | -45.1% | | General and administrative | $17,506 | $15,353 | $2,153 | 14.0% | | Loss from operations | $(20,893) | $(24,627) | $3,734 | -15.2% | | Interest income | $315 | $1,826 | $(1,511) | -82.7% | | Other income (expense), net | $(118) | $1,670 | $(1,788) | -107.1% | | Loss before income taxes | $(20,791) | $(21,139) | $348 | -1.6% | - Revenue increased by $0.8 million (10.0%) driven by $3.6 million from new IP licensing, operation and maintenance, and software licensing, partially offset by a $2.8 million decline in energy product storage sales[175] - Gross profit improved significantly by 135.8% to $4.9 million, with gross margin increasing to 57.1% from 26.7%, primarily due to IP licensing revenue having no associated cost of sales[178] - R&D expenses decreased by $3.1 million (45.1%) due to reductions in personnel-related expenses, software expenses, and engineering costs, reflecting cost-control measures[180] - G&A expenses increased by $2.2 million (14.0%) due to higher G&A headcount and retention bonuses[181] - Interest income decreased by $1.5 million (82.7%) due to lower average cash balances, and other income (expense), net, decreased by $1.8 million due to a non-recurring gain in Q1 2024[184][185] Liquidity and Capital Resources This section discusses the company's ability to meet its financial obligations, including cash position, funding sources, and capital raising activities - The Company's liquidity is supported by a sales backlog of $648.0 million as of March 31, 2025, a developed pipeline, and bonding capacity exceeding $1.0 billion[187][188] - Management believes current cash, cash equivalents, and restricted cash, along with subsequent events, will be sufficient to fund operating activities for at least the next twelve months[192] - The Company may raise additional capital through equity and/or debt financings, including preferred equity for project-specific financing vehicles, which are expected to be non-dilutive to common stockholders[189][190][191] - On March 28, 2025, the Company entered into a Tax Credit Transfer Commitment to sell approximately $39.9 million in ITCs from projects anticipated to be placed in service in 2025[194] - The Company has an 'at-the-market' equity offering program for up to $50.0 million and an Equity Purchase Agreement with an investor to sell up to $25.0 million of common stock[195][196] Cash, Cash Equivalents, and Restricted Cash (in thousands) | Metric | March 31, 2025 | December 31, 2024 | | :-------------------------------- | :------------- | :---------------- | | Cash and cash equivalents | $17,822 | $27,091 | | Restricted cash | $29,333 | $2,982 | | Total cash, cash equivalents, and restricted cash | $47,155 | $30,073 | Cash Flows Summary (in thousands) | Activity | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Net cash (used in) provided by operating activities | $(2,730) | $947 | | Net cash used in investing activities | $(7,313) | $(8,768) | | Net cash provided by (used in) financing activities | $27,060 | $(678) | | Net increase (decrease) in cash | $17,082 | $(8,771) | Non-GAAP Financial Measures This section presents and reconciles non-GAAP financial measures, including adjusted operating expenses, net loss, and EBITDA, to provide additional insights into the company's performance - The Company uses non-GAAP financial measures, including adjusted S&M, R&D, G&A expenses, adjusted operating expenses, adjusted net loss, and adjusted EBITDA, to complement GAAP measures and provide insights into ongoing operations[215] Non-GAAP Adjusted Operating Expenses (in thousands) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Operating expenses (GAAP) | $25,769 | $26,695 | | Stock-based compensation expense | $(9,276) | $(9,684) | | Depreciation and amortization | $(305) | $(295) | | Benefit for credit losses | $11 | $88 | | Adjusted operating expenses (non-GAAP) | $16,199 | $16,804 | Non-GAAP Adjusted Net Loss (in thousands) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Net loss attributable to Energy Vault Holdings, Inc. (GAAP) | $(21,136) | $(21,139) | | Stock-based compensation expense | $9,276 | $9,684 | | Gain on derecognition of contract liability | $— | $(1,500) | | Benefit for credit losses | $(11) | $(88) | | Foreign exchange losses | $133 | $60 | | Adjusted net loss (non-GAAP) | $(11,738) | $(12,983) | Non-GAAP Adjusted EBITDA (in thousands) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Net loss attributable to Energy Vault Holdings, Inc. (GAAP) | $(21,136) | $(21,139) | | Interest income, net | $(220) | $(1,818) | | Provision for income taxes | $383 | $— | | Depreciation and amortization | $305 | $295 | | Stock-based compensation expense | $9,276 | $9,684 | | Gain on derecognition of contract liability | $— | $(1,500) | | Benefit for credit losses | $(11) | $(88) | | Foreign exchange losses | $133 | $60 | | Adjusted EBITDA (non-GAAP) | $(11,270) | $(14,506) | Critical Accounting Estimates This section confirms no material changes to critical accounting policies and notes the company's election as an emerging growth company - There have been no material changes to the Company's critical accounting policies and estimates compared to those disclosed in the 2024 Annual Report on Form 10-K[222] - As an emerging growth company, Energy Vault has elected to take advantage of the extended transition period for new or revised financial accounting standards, which may impact comparability[223] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section outlines the Company's exposure to various market risks, including foreign currency fluctuations, inflation, credit risk, and commodity price volatility, and their potential financial impact - The Company is exposed to foreign currency risk as some contracts and operating expenses are denominated in currencies other than the U.S. dollar, such as the Australian dollar, Euro, and Swiss franc, which could affect costs and revenue[226][227] - Inflation risk could adversely impact operations through higher material, labor, and construction costs, which the Company may not be able to fully offset through price increases[228] - Credit risk arises from potential defaults by customers on contractual obligations, mitigated by credit policies, monitoring, and requiring milestone payments, letters of credit, or cash collateral[231] - Commodity price risk from fluctuating market prices of raw materials like cement, steel, aluminum, and lithium could reduce operating margins if suppliers increase component prices and these increases cannot be recovered from customers[233] Item 4. Controls and Procedures This section confirms the effectiveness of the Company's disclosure controls and procedures and reports no material changes in internal control over financial reporting - Management, with the participation of the principal executive and financial officers, concluded that the Company's disclosure controls and procedures were effective at a reasonable assurance level as of March 31, 2025[235] - There were no changes in internal control over financial reporting during the quarter ended March 31, 2025, that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting[236] Part II - Other Information This part covers legal proceedings, risk factors, equity sales, defaults, mine safety, other information, and exhibits Item 1. Legal Proceedings The Company is involved in ordinary course legal proceedings, but management believes that unfavorable outcomes would not individually or in aggregate have a material adverse effect on its business, financial condition, and results of operations - The Company is regularly subject to various legal proceedings in the ordinary course of business[237] - Management believes that an unfavorable outcome for identified legal matters is not probable, and therefore, no reserve has been established[237] Item 1A. Risk Factors This section highlights a material change to the Company's risk factors, specifically regarding its non-compliance with NYSE listing standards due to its stock price falling below the minimum requirement, which could impact its ability to maintain an active trading market - On April 16, 2025, the Company was notified by the NYSE of non-compliance with Rule 802.01C, as its common stock's average closing price was less than $1.00 over a 30-trading-day period[239] - Failure to regain compliance within the six-month cure period could lead to delisting, making it difficult for security holders to sell shares and potentially impairing the Company's ability to raise capital and motivate employees[239] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds There were no unregistered sales of equity securities or use of proceeds to report for the period - None[240] Item 3. Defaults Upon Senior Securities There were no defaults upon senior securities to report for the period - None[241] Item 4. Mine Safety Disclosures This item is not applicable to the Company - Not applicable[242] Item 5. Other Information This section confirms no disclosure in lieu of Form 8-K, no material changes to board nominee recommendation procedures, and no Rule 10b5-1 or non-Rule 10b5-1 trading arrangements adopted or terminated by directors or officers during the quarter - No disclosure in lieu of reporting on a Current Report on Form 8-K[243] - No material changes to the procedures by which security holders may recommend nominees to the board of directors[244] - No director or officer adopted or terminated a 'Rule 10b5-1 trading arrangement' or 'non-Rule 10b5-1 trading arrangement' during the three months ended March 31, 2025[245] Item 6. Exhibits This section lists all exhibits filed with the Quarterly Report on Form 10-Q, including organizational documents, equity incentive plans, debt agreements, equity purchase agreements, certifications, and XBRL interactive data files - Key exhibits include the 2025 Employment Inducement Award Plan, Note Purchase Agreement with Eagle Point Credit Management, LLC, Equity Purchase Agreement with Hudson Global Ventures, LLC, and Credit Agreement with Crescent Cove Opportunity Lending, LLC[247] - Certifications of the Principal Executive Officer and Chief Financial Officer are included under Rules 13a-14(a) and 15d-14(a) of the Exchange Act and pursuant to 18 U.S.C. Section 1350[247] - XBRL Instance Document and Taxonomy Extension Documents are also filed[247] Signatures This section provides the official signatures of the company's principal executive and financial officers, certifying the report's submission - The report was signed on May 12, 2025, by Robert Piconi, Chairman of the Board and Chief Executive Officer, and Michael Beer, Chief Financial Officer[252]