eose-20220331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-39291

EOS ENERGY ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)


Delaware			84-4290188
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

3920 Park Avenue	Edison	NJ	08820
(Address of Principal Executive Offices)			(Zip Code)

(732) 225-8400

Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	EOSE	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of common stock	EOSEW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x

The registrant had outstanding 54,445,725 shares of common stock as of May 4, 2022.

Table of Contents


		Page
	PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets As Of March 31, 2022 (Unaudited) And December 31, 2021	2
	Condensed Consolidated Statements Of Operations For The Three Months Ended March 31, 2022 (Unaudited) And March 31, 2021 (Unaudited)	4
	Condensed Consolidated Statements Of Shareholders’ Equity (Deficit) For The Three Months Ended March 31, 2022 (Unaudited) And March 31, 2021 (Unaudited)	5
	Condensed Consolidated Statements Of Cash Flows For The Three Months Ended March 31, 2022 (Unaudited) And March 31, 2021 (Unaudited)	6
	Notes To Unaudited Condensed Consolidated Financial Statements	8
Item 2.	Management's Discussion And Analysis Of Financial Condition And Results Of Operations	25
Item 3.	Quantitative And Qualitative Disclosures About Market Risk	33
Item 4.	Controls And Procedures	33

	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	33
Item 1a.	Risk Factors	33
Item 2.	Unregistered Sales Of Equity Securities And Use Of Proceeds	34
Item 3.	Defaults Upon Senior Securities	34
Item 4.	Mine Safety Disclosures	34
Item 5.	Other Information	34
Item 6.	Exhibits	35
Signatures		37

Part I - Financial Information

Table of Contents


EOS ENERGY ENTERPRISES, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)


	March 31, 2022		December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	55,361	$	104,831
Restricted cash	1,255		861
Accounts receivable, net	2,684		1,916
Inventory, net	10,292		12,976
Vendor deposits	21,722		16,653
Notes receivable, net	104		103
Prepaid expenses	2,493		2,595
Other current assets	2,243		2,637
Total current assets	96,154		142,572

Property, plant and equipment, net	14,520		12,890
Intangible assets, net	270		280
Goodwill	4,331		4,331
Security deposits, net	1,228		1,239
Notes receivable, long-term, net	3,515		3,547
Operating lease right-of-use asset, net	4,989		3,468
Other assets, net	1,852		848
Total assets	$	126,859	$	169,175

LIABILITIES
Current liabilities:
Accounts payable	$	11,660	$	12,531
Accrued expenses	12,798		7,674
Accounts payable and accrued expenses - related parties	—		1,200
Operating lease liability, current portion	899		1,084
Note payable, current portion	4,970		4,926
Long-term debt, current portion	1,703		1,644
Contract liabilities, current portion	1,763		849
Other current liabilities	6		9
Total current liabilities	33,799		29,917

Long-term liabilities:
Operating lease liability, long-term	4,943		3,224
Note payable, excluding current portion	13,892		13,769
Long-term debt, excluding current portion	4,279		4,727
Convertible note payable - related party	77,083		84,148
Interest payable - related party	1,544		—
Contract liabilities, long-term	1,160		—
Warrants liability - related party	359		926
Other liabilities	20		17
Total long-term liabilities	103,280		106,811
Total liabilities	137,079		136,728

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EOS ENERGY ENTERPRISES, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)


	March 31, 2022		December 31, 2021

COMMITMENTS AND CONTINGENCIES (NOTE 9)

SHAREHOLDERS' EQUITY (DEFICIT)
Common Stock, $0.0001 par value, 200,000,000 shares authorized, 53,980,608 and 53,786,632 shares outstanding at March 31, 2022 and December 31, 2021, respectively	5		5
Preferred stock, $0.0001 par value, 1,000,000 shares authorized, no shares outstanding at March 31, 2022 and December 31, 2021	—		—
Additional paid in capital	452,093		448,969
Accumulated deficit	(462,318)		(416,527)
Total shareholders' equity (deficit)	(10,220)		32,447
Total liabilities and shareholders’ equity (deficit)	$	126,859	$	169,175

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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EOS ENERGY ENTERPRISES, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)
For the three months ended March 31, 2022 and 2021


	March 31, 2022		March 31, 2021
Revenue
Total revenue	$	3,298	$	164

Costs and expenses
Cost of goods sold	35,585		100
Research and development expenses	4,963		5,053
Selling, general and administrative expenses	14,279		8,802
Loss on pre-existing agreement	—		7,852
Grant expense, net	173		8
Total costs and expenses	55,000		21,815

Operating loss	(51,702)		(21,651)

Other income (expense)
Interest expense, net	(338)		(21)
Interest expense - related party	(2,174)		—
Change in fair value, embedded derivative - related party	7,695		—
Change in fair value, warrants liability - related party	567		(224)
Income from equity in unconsolidated joint venture	—		440
Other income	119		—
Loss before income taxes	$	(45,833)	$	(21,456)
Income tax benefit	42		—
Net loss	$	(45,791)	$	(21,456)

Basic and diluted loss per share attributable to common shareholders
Basic	$	(0.85)	$	(0.42)
Diluted	$	(0.85)	$	(0.42)

Weighted average shares of common stock
Basic	53,961,553		51,126,863
Diluted	53,961,553		51,126,863

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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EOS ENERGY ENTERPRISES, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
(In thousands, except share and per share amounts)
For the three months ended March 31, 2022 and 2021


	Common Stock			Additional		Contingently		Accumulated		Total
	Shares	Amount		Paid in capital		Issuable Common Stock		Deficit
Balance, December 31, 2020	48,943,082	$	5	$	395,491	$	17,600	$	(292,311)	$	120,785
Stock-based compensation	—	—		2,478		—		—		2,478
Release of Block B Sponsor Earnout Shares from restriction	859,000	—		—		—		—		—
Issuance of Contingently Issuable Common Stock	1,999,185	—		17,600		(17,600)		—		—
Net loss	—	—		—		—		(21,456)		(21,456)
Balance, March 31, 2021	51,801,267	$	5	$	415,569	$	—	$	(313,767)	$	101,807

Balance, December 31, 2021	53,786,632	$	5	$	448,969	$	—	$	(416,527)	$	32,447
Stock-based compensation	—

SEC Form 10-Q filed by Eos Energy Enterprises Inc.