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Energy Vault(NRGV) - 2022 Q4 - Annual Report

Company Operations and Financial Performance - The company has a limited operating history and has only built one GESS, the EV1 Tower in Lugano, which was decommissioned in September 2022[75]. - The company expects to incur significant expenses and continuing losses for the foreseeable future, with no assurance of achieving profitability[73]. - The company reported revenue of $145,877,000 for the year ended December 31, 2022, compared to no revenue in 2021[381]. - Operating expenses totaled $145,080,000 in 2022, with significant increases in research and development costs to $50,058,000 from $7,912,000 in 2021[381]. - The net loss for the year was $78,299,000, resulting in a net loss per share of $0.64, compared to a net loss of $31,338,000 and a loss per share of $2.45 in 2021[381]. - Total current assets increased to $390,067,000 in 2022 from $110,663,000 in 2021, driven by cash and cash equivalents rising to $203,037,000[380]. - Total liabilities rose to $129,000,000 in 2022 from $11,251,000 in 2021, indicating a significant increase in financial obligations[380]. - The company has a total stockholders' equity of $287,713,000 in 2022, compared to a deficit of $68,666,000 in 2021[380]. - The balance of accumulated deficit as of December 31, 2022, was $147,265,000, showing a deterioration from the previous year's deficit[384]. - The company incurred issuance costs of $1,628,000 related to the Series C preferred stock, impacting the net proceeds from the issuance[384]. Market and Competitive Landscape - The company’s future growth is dependent on rising demand for clean electric power solutions and the adoption of digital software applications[76]. - The company faces intense competition from larger entities with more resources, which could affect its market share and operating results[131]. - Competition in energy storage technology is expected to intensify due to regulatory pushes for lower-carbon energy sources and advancements by competitors, which may adversely affect sales and gross margins[133]. - The energy storage market is driven by the installed capacity of renewable electricity generation, and any relaxation of government requirements could negatively impact market demand[128]. - The company is exploring alternative use cases for energy storage systems in energy-intensive industries, but there is no assurance these opportunities will be commercially viable[100]. Risks and Challenges - The company faces risks associated with construction, cost overruns, and delays, which could adversely affect its operations[78]. - The company has identified a material weakness in its internal control over financial reporting, which could impair the accuracy of its financial statements[73]. - The company’s projections for revenues and profitability are subject to significant risks and uncertainties, making actual results potentially different from expectations[79]. - The company faces risks related to climate change, which could disrupt operations and require additional expenditures[148]. - The company is exposed to international operational risks, including compliance with diverse regulations and potential currency fluctuations[123]. - The company faces potential liabilities for environmental damage, which could significantly impact its financial condition and reputation[210]. - The company may incur significant costs related to the maintenance and protection of its intellectual property rights, which could impact its financial condition[182]. - Cyber-attacks and security breaches pose a risk to the company's operations, potentially harming its reputation and leading to financial losses[190]. Customer and Revenue Dependence - The company relies on a limited number of customers for the majority of its revenue, and the loss of any significant customer could substantially reduce revenue[81]. - The lengthy sales cycle for energy storage systems ranges from 18 to 36 months for EVx systems and 9 to 18 months for BESSs, increasing operational risks[165]. - The company’s energy storage systems have significant upfront costs, and customer financing is crucial for deployment[87]. - Credit risk is present as the company relies on significant customers for revenue, and any default could negatively impact financial performance[368]. Regulatory and Compliance Issues - The company is subject to various government incentives, such as rebates and tax credits, which are crucial for maintaining revenue levels[208]. - The Inflation Reduction Act (IRA) passed in August 2022 is expected to provide government incentives that will benefit the company's operations[209]. - Compliance with environmental laws and regulations requires significant resources and could delay operational capabilities[212]. - Changes in regulatory enforcement policies may negatively impact the company's profitability and ability to compete[221]. - The company is subject to various licensing and operational requirements that incur substantial compliance costs[222]. Internal Management and Governance - The company is highly dependent on key personnel, including the CEO and CTO, and failure to retain them could disrupt operations and growth[137]. - As of December 31, 2022, executive officers, directors, and their affiliates beneficially own approximately 38.4% of the outstanding common stock, allowing them significant control over corporate decisions[230]. - The company expects to incur significant increased expenses and administrative burdens as a public company, which could negatively impact its financial condition and results of operations[236]. - Activist stockholders may attempt to effect changes within the company, potentially disrupting operations and diverting management's attention from strategic plans[246]. Financial Health and Capital Structure - The company may need to raise additional capital to fund ongoing costs, including research and development, which could be dilutive to stockholders[161]. - Market conditions and disruptions in capital markets could adversely affect the company’s cash resources and access to additional capital[162]. - The issuance of additional shares or other equity securities could dilute existing ownership interests and may depress the market price of the company's common stock[240]. - The company has approximately $3.4 million, $21.9 million, and $37.3 million of federal, state, and foreign net operating loss carryforwards, respectively[173]. - The company converted 85,741 shares of convertible preferred stock into common stock during the reverse recapitalization, resulting in an increase of common stock by $182,700,000[384]. - Stock-based compensation for the year ended December 31, 2022, amounted to $41,058,000, indicating ongoing investment in employee incentives[384].