Energy Vault Reports Third Quarter 2026 Financial Results, Affirms Recently Raised Full-Year 2026 Revenue Guidance and Provides Preliminary 2027 Financial Guidance
Backlog expanded 147% year over year, while quarterly revenue fell 61% and the GAAP net loss widened.
Sentiment and the balance of points
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Contract backlog reached
Q3 2026 revenue of
GAAP gross margin of
Total cash increased to
Completed second portfolio acquisition of 2026 from Goshe Energy Storage (2.3 GW, including 350 MW ready to build);
Received formal grid interconnection approval for 125 MW/1 GWh Stoney Creek project in
Multiple project financings in
Affirming full-year 2026 revenue of
Preliminary full-year 2027 revenue and adjusted EBITDA guidance range of
“During the third quarter, we continued advancing our integrated Build, Own & Operate strategy, expanding our global development pipeline and strengthening our cash and overall financial position,” said Robert Piconi, Chairman and Chief Executive Officer. “Our backlog reached
“In AI infrastructure, we secured non-recourse financing for 275 MW of Rolls-Royce MTU reciprocating engine generation capacity, advanced our Digital Vault Sulcis development in
In our Asset Vault portfolio, we completed our second acquisition this year following the previously announced Japanese portfolio acquisition from Baywa Renewables in Q2, acquiring 2.3 GW of
Our third quarter financial performance reflects our previously discussed timing of deliveries and continued strengthening of our balance sheet and liquidity. Revenue was
Third Quarter 2026 Financial Highlights
-
Backlog reached
as of November 10, 2026, up approximately$2.3 billion , or$1.4 billion 147% , year-over-year, comprising approximately of Build and Transfer backlog and$800 million of Build, Own & Operate backlog$1.5 billion -
Q3 2026 revenue of
decreased$13.1 million , or$20.3 million 61% , from the prior-year period in-line with expectations based upon planned project deliveries -
Q3 2026 GAAP gross profit was approximately
, compared with approximately$9.3 million in the prior-year period, driven in part by tariff refunds of$9.0 million . In the quarter, GAAP gross margin was$4.3 million 71.0% , compared to the prior-year period of27.0% . Excluding the benefit of tariff refunds, GAAP gross margin was37.9% -
Q3 2026 adjusted gross profit (which adds back non-cash D&A to gross profit) was approximately
and adjusted gross margin was$10.6 million 81.1% , compared to the prior-year period of30.6% . Excluding the benefit of tariff refunds, adjusted gross margin would have been48.0% -
Q3 2026 operating expenses were
, an increase of$33.9 million 27% year-over-year, Q3 2026 adjusted operating expenses were , an increase of$25.2 million , or$9.0 million 56% , year-over-year -
Q3 2026 GAAP net loss was approximately
, compared with approximately$28.2 million in the prior-year period. GAAP net loss per share was approximately$26.8 million $(0.17) -
Q3 2026 adjusted EBITDA was a loss of
, compared with an approximately$14.7 million loss in the prior-year period$6.0 million -
Q3 2026 adjusted net loss was approximately
and adjusted net loss per share was$22.9 million $(0.14) -
Total cash and cash equivalents, including restricted cash, was
as of September 30, 2026, an increase of$236 million sequentially and$88 million year-over-year. Corporate level recourse debt declined$174 million sequentially quarter-over-quarter$12 million
Operating and Strategic Highlights
-
Closed the acquisition of 2.3 GW of
U.S . BESS development projects from Goshe Energy Storage, including 350 MW ready-to-build, and secured a credit facility commitment of up to from S2G Investments to support development, construction and operations. Secured non-recourse financing for 275 MW of Rolls-Royce MTU reciprocating engine generation capacity$40 million -
Received designation of pre-eminent national strategic interest from the Italian Government for Digital Vault Sulcis, an AI infrastructure development in
Sardinia, Italy -
Completed the acquisition of the project land, secured
New South Wales state Development Approval, and formal grid interconnection approval for the 125 MW / 1 GWh Stoney Creek BESS inAustralia , advancing project development -
Multiple project financings in the
U.S . andAustralia underway
Business Outlook
-
Expect full-year 2026 revenue of
$290 –$310 million , at the top half of prior quarter’s guidance range, reflecting current operational execution and expected fourth-quarter project deliveries -
Expect 2026 gross margin of
20% -22% -
Expect
in total cash at the end of 2026, and a reduction in corporate level recourse debt versus 3Q 2026$170 -$200 million -
Providing preliminary full-year 2027 revenue guidance of
$600 –$700 million and adjusted EBITDA guidance of$40 –$50 million
Conference Call Information
Energy Vault will host a conference call on Tuesday, November 10, 2026, at 4:30 PM ET to discuss these results and its business outlook, followed by a Q&A session. Participants may dial 1-877-704-4453 (
About Energy Vault
Energy Vault® is an integrated power infrastructure platform that builds, owns and operates flexible, reliable energy systems to accelerate time-to-power for utilities, independent power producers, industrial customers and the AI and data center market. At the core of its platform is a technology-agnostic, software-enabled architecture that is designed to accelerate project delivery, optimize performance and drive faster time-to-revenue. Energy Vault’s integrated solutions combine energy storage, generation and advanced energy management to deliver scalable infrastructure tailored to customer needs. Its portfolio spans short-, long- and multi-day duration storage, designed to enable reliability, flexibility and cost efficiency across applications. For utilities and grid operators, Energy Vault provides firm, flexible capacity that enhances grid stability and helps to ensure reliable power delivery. For industrial and data center customers, the platform enables resilient, cost-efficient power supply to support critical operations. Through its Build, Own & Operate model, Energy Vault generates long-term, recurring revenues while delivering project execution excellence across development, delivery and operations. By combining innovation with disciplined execution, Energy Vault is redefining how power infrastructure is developed and deployed – delivering reliability, flexibility and scale in a rapidly evolving global energy market. Please visit www.energyvault.com for additional information.
Non-GAAP Financial Measures
Energy Vault has provided a reconciliation of net loss to each of adjusted EBITDA and adjusted net loss, with GAAP net loss being the most directly comparable GAAP measure to both measures and GAAP net loss per share to adjusted net loss per share, for the historical periods in this press release. Energy Vault has also provided a reconciliation of reported gross profit to adjusted gross profit, reported gross profit margin to adjusted gross margin, and a reconciliation of reported operating expenses to adjusted operating expenses for the historical periods in this press release. A reconciliation of projected non-GAAP measures has not been provided because certain information necessary to calculate such measures on a GAAP basis is not available without unreasonable effort or is dependent on the timing of future events outside of our control. Therefore, because of the uncertainty and variability of the nature of the amount of future adjustments, which could be significant, the Company is unable to provide a reconciliation for these forward-looking non-GAAP measures without unreasonable effort.
Bookings
Contracted bookings are from binding, fully executed customer agreements signed during the period or purchase orders received from customers during the period. Contingent option bookings are from projects where the Company holds an enforceable exclusive purchase right and intends to exercise that right, even if the option has not been exercised as of period end.
Bookings include agreements and purchase orders for third-party projects and services, IP licensing, and leasing, tolling, energy supply and offtake arrangements associated with energy infrastructure owned or operated by the Company or its affiliates. Aggregate contract value includes fixed contractual payments and estimated future variable payments over the applicable contractual term that the Company believes are probable of being realized.
For variable payments dependent on energy market conditions, the Company uses forecasts prepared by an independent third-party firm using simulation software that considers current and projected energy market dynamics, historical and forecasted volatility, and location-specific data. The Company considers the low-end simulation results to be probable. For variable payments dependent on customer consumption or utilization, the Company uses applicable contractual pricing and management’s estimates of expected consumption or utilization, considering customer-provided forecasts, anticipated operating ramp-up, available operating data and other relevant information, as applicable. Management evaluates these assumptions for reasonableness and includes only amounts it believes are probable of being realized.
Potential future IP royalties, uncontracted residual asset values, and amounts attributable to unexercised renewal or extension options are excluded from bookings. Due to the long-term nature of our contracts, bookings provide useful information to investors and management in evaluating the growth of our business and estimated future revenue associated with our customer arrangements.
Backlog
Backlog represents estimated future revenue or other income not yet recognized from (i) third-party projects and services, (ii) IP licensing agreements, and (iii) leasing, tolling, energy supply and offtake arrangements associated with energy infrastructure owned or operated by the Company or its affiliates, in each case associated with contracted bookings or contingent option bookings, as defined above.
Backlog includes contracted backlog and contingent option backlog. Contracted backlog reflects amounts associated with binding, fully executed agreements, inclusive of SOSA, which is expected to reach financial close imminently. Contingent option backlog reflects amounts associated with projects where the Company holds an enforceable exclusive purchase right and intends to exercise that right, even if the option has not been exercised as of period end, and is contingent on the Company exercising the applicable purchase right and subsequent project execution. If the Company does not exercise an option, or if the underlying terms or assumptions change such that inclusion is no longer appropriate, the related contingent option backlog is removed or updated in the period of change.
Backlog includes fixed contractual payments and estimated future variable payments over the remaining applicable contractual term that the Company believes are probable of being realized. For variable payments dependent on energy market conditions, the Company uses forecasts prepared by an independent third-party firm using simulation software that considers current and projected energy market dynamics, historical and forecasted volatility, and location-specific data. The Company considers the low-end simulation results to be probable. For variable payments dependent on customer consumption or utilization, the Company uses applicable contractual pricing and management’s estimates of expected consumption or utilization, considering customer-provided forecasts, anticipated operating ramp-up, available operating data and other relevant information, as applicable. Management evaluates these assumptions for reasonableness and includes only amounts it believes are probable of being realized. Estimated variable payments do not necessarily represent minimum contractual payment commitments.
Potential future IP royalties, uncontracted residual asset values, and amounts attributable to unexercised renewal or extension options are excluded from backlog. Management uses backlog to evaluate estimated future revenue and business activity. Backlog is a common measurement used in our industry; however, our methodology may not be comparable to methodologies used by others.
Forward-Looking Statements
This press release includes forward-looking statements that reflect the Company’s current views with respect to, among other things, the Company’s operations and financial performance. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plan and strategies. These statements often include words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will” or “would” or the negative of these words or other similar expressions. We base these forward-looking statements or projections on our current expectations, plans and assumptions, which we have made in light of our experience in our industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances at the time. These forward-looking statements are based on our beliefs, assumptions and expectations of future performance, taking into account the information currently available to us. These forward-looking statements are only predictions based upon our current expectations and projections about future events. These forward-looking statements involve significant risks and uncertainties that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including changes in our strategy, expansion plans, customer opportunities, future operations, future financial position, estimated revenues and losses, projected costs, prospects and plans; the implementation, market acceptance and success of our business model and growth strategy; our ability to obtain funding for our operations and future growth; our awards, bookings, backlog and developed pipeline equating to future revenue; our ability to successfully provide AI power infrastructure and secure additional AI power infrastructure work; our ability to successfully integrate, develop, and finance any acquired portfolios of development projects; our ability to develop and maintain our brand and reputation; developments and projections relating to our business, our competitors and industry; the impact of macroeconomic uncertainty, including with respect to uncertainty about the future relationship between
ENERGY VAULT HOLDINGS, INC. |
|||||||
Condensed Consolidated Balance Sheets |
|||||||
(Unaudited) |
|||||||
(In thousands except par value) |
|||||||
|
September 30,
|
|
December 31,
|
||||
Assets |
|
|
|
||||
Current Assets |
|
|
|
||||
Cash and cash equivalents |
$ |
180,521 |
|
|
$ |
58,260 |
|
Restricted cash, current portion |
|
16,759 |
|
|
|
4,717 |
|
Accounts receivable, net |
|
4,380 |
|
|
|
25,938 |
|
Contract assets, net |
|
15,894 |
|
|
|
20,631 |
|
Inventory |
|
549 |
|
|
|
139 |
|
Advances to suppliers, current portion |
|
202,980 |
|
|
|
6,318 |
|
Property and equipment held for sale |
|
6,470 |
|
|
|
— |
|
Prepaid expenses and other current assets |
|
16,606 |
|
|
|
5,067 |
|
Total current assets |
|
444,159 |
|
|
|
121,070 |
|
Property and equipment, net |
|
125,446 |
|
|
|
96,064 |
|
Intangible assets, net |
|
9,553 |
|
|
|
8,277 |
|
Restricted cash, long-term portion |
|
38,936 |
|
|
|
40,466 |
|
Advances to suppliers, long-term portion |
|
60,998 |
|
|
|
— |
|
Deferred income taxes, net |
|
— |
|
|
|
40,508 |
|
Other assets |
|
22,933 |
|
|
|
6,491 |
|
Total Assets |
$ |
702,025 |
|
|
$ |
312,876 |
|
Liabilities and Stockholders’ Equity (Deficit) |
|
|
|
||||
Current Liabilities |
|
|
|
||||
Accounts payable |
$ |
95,607 |
|
|
$ |
30,838 |
|
Accrued expenses |
|
37,928 |
|
|
|
70,389 |
|
Debt, current portion |
|
69,810 |
|
|
|
56,628 |
|
Contract liabilities |
|
245,527 |
|
|
|
6,610 |
|
Other current liabilities |
|
9,584 |
|
|
|
552 |
|
Total current liabilities |
|
458,456 |
|
|
|
165,017 |
|
Long-term debt |
|
210,701 |
|
|
|
37,970 |
|
Warrant liabilities |
|
7,844 |
|
|
|
15,050 |
|
Other long-term liabilities |
|
8,984 |
|
|
|
6,223 |
|
Total liabilities |
|
685,985 |
|
|
|
224,260 |
|
Mezzanine Equity |
|
|
|
||||
Redeemable non-controlling interest |
|
28,441 |
|
|
|
21,156 |
|
Stockholders’ Equity (Deficit) |
|
|
|
||||
Preferred stock, |
|
— |
|
|
|
— |
|
Common stock, |
|
18 |
|
|
|
17 |
|
Additional paid-in capital |
|
565,592 |
|
|
|
555,873 |
|
Accumulated deficit |
|
(577,772 |
) |
|
|
(487,433 |
) |
Accumulated other comprehensive loss |
|
(208 |
) |
|
|
(966 |
) |
Non-controlling interest |
|
(31 |
) |
|
|
(31 |
) |
Total stockholders’ equity (deficit) |
|
(12,401 |
) |
|
|
67,460 |
|
Total Liabilities, Mezzanine Equity, and Stockholders’ Equity (Deficit) |
$ |
702,025 |
|
|
$ |
312,876 |
|
ENERGY VAULT HOLDINGS, INC. |
|||||||||||||||
Condensed Consolidated Statements of Operations and Comprehensive Loss |
|||||||||||||||
(Unaudited) |
|||||||||||||||
(In thousands except per share data) |
|||||||||||||||
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
||||||||||||
|
|
2026 |
|
|
|
2025 |
|
|
|
2026 |
|
|
|
2025 |
|
Revenue |
$ |
13,069 |
|
|
$ |
33,319 |
|
|
$ |
52,317 |
|
|
$ |
50,365 |
|
Cost of revenue |
|
3,794 |
|
|
|
24,309 |
|
|
|
32,878 |
|
|
|
33,963 |
|
Gross profit |
|
9,275 |
|
|
|
9,010 |
|
|
|
19,439 |
|
|
|
16,402 |
|
Operating expenses: |
|
|
|
|
|
|
|
||||||||
Sales and marketing |
|
3,416 |
|
|
|
3,210 |
|
|
|
9,174 |
|
|
|
10,416 |
|
Research and development |
|
2,590 |
|
|
|
3,362 |
|
|
|
7,723 |
|
|
|
11,260 |
|
General and administrative |
|
25,512 |
|
|
|
19,772 |
|
|
|
66,801 |
|
|
|
55,813 |
|
Project development costs |
|
651 |
|
|
|
31 |
|
|
|
3,276 |
|
|
|
709 |
|
Provision for (benefit from) credit losses |
|
36 |
|
|
|
(80 |
) |
|
|
113 |
|
|
|
3,752 |
|
Depreciation, amortization, and accretion (excluding amounts included in cost of revenue) |
|
1,654 |
|
|
|
298 |
|
|
|
5,796 |
|
|
|
1,076 |
|
Total operating expenses |
|
33,859 |
|
|
|
26,593 |
|
|
|
92,883 |
|
|
|
83,026 |
|
Loss from operations |
|
(24,584 |
) |
|
|
(17,583 |
) |
|
|
(73,444 |
) |
|
|
(66,624 |
) |
Other income (expense): |
|
|
|
|
|
|
|
||||||||
Interest expense |
|
(5,017 |
) |
|
|
(2,781 |
) |
|
|
(12,675 |
) |
|
|
(5,392 |
) |
Interest income |
|
921 |
|
|
|
204 |
|
|
|
2,193 |
|
|
|
831 |
|
Change in fair value of financial instruments carried at fair value |
|
3,385 |
|
|
|
— |
|
|
|
4,740 |
|
|
|
— |
|
Other expense, net |
|
(1,729 |
) |
|
|
(1,124 |
) |
|
|
(9,159 |
) |
|
|
(3,749 |
) |
Loss before income taxes |
|
(27,024 |
) |
|
|
(21,284 |
) |
|
|
(88,345 |
) |
|
|
(74,934 |
) |
Provision for income taxes |
|
1,138 |
|
|
|
5,535 |
|
|
|
1,994 |
|
|
|
7,991 |
|
Net loss |
|
(28,162 |
) |
|
|
(26,819 |
) |
|
|
(90,339 |
) |
|
|
(82,925 |
) |
Net loss attributable to non-controlling interest |
|
— |
|
|
|
(2 |
) |
|
|
— |
|
|
|
(45 |
) |
Net loss attributable to Energy Vault Holdings, Inc. |
$ |
(28,162 |
) |
|
$ |
(26,817 |
) |
|
$ |
(90,339 |
) |
|
$ |
(82,880 |
) |
|
|
|
|
|
|
|
|
||||||||
Net loss per share attributable to common stockholders — basic |
$ |
(0.17 |
) |
|
$ |
(0.16 |
) |
|
$ |
(0.55 |
) |
|
$ |
(0.52 |
) |
Net loss per share attributable to common stockholders — diluted |
$ |
(0.17 |
) |
|
$ |
(0.16 |
) |
|
$ |
(0.58 |
) |
|
$ |
(0.52 |
) |
Weighted average shares outstanding — basic |
|
181,969 |
|
|
|
163,329 |
|
|
|
177,350 |
|
|
|
158,023 |
|
Weighted average shares outstanding — diluted |
|
181,969 |
|
|
|
163,329 |
|
|
|
177,447 |
|
|
|
158,023 |
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss) — net of tax |
|
|
|
|
|
|
|
||||||||
Actuarial gain (loss) on pension |
$ |
314 |
|
|
$ |
(114 |
) |
|
$ |
260 |
|
|
$ |
121 |
|
Foreign currency translation gain (loss) |
|
313 |
|
|
|
148 |
|
|
|
498 |
|
|
|
(91 |
) |
Total other comprehensive income attributable to Energy Vault Holdings, Inc. |
|
627 |
|
|
|
34 |
|
|
|
758 |
|
|
|
30 |
|
Total comprehensive loss attributable to Energy Vault Holdings, Inc. |
$ |
(27,535 |
) |
|
$ |
(26,783 |
) |
|
$ |
(89,581 |
) |
|
$ |
(82,850 |
) |
ENERGY VAULT HOLDINGS, INC. |
|||||||
Condensed Consolidated Statements of Cash Flows |
|||||||
(Unaudited) |
|||||||
(In thousands) |
|||||||
|
Nine Months Ended September 30, |
||||||
|
|
2026 |
|
|
|
2025 |
|
Cash Flows From Operating Activities |
|
|
|
||||
Net loss |
$ |
(90,339 |
) |
|
$ |
(82,925 |
) |
Adjustments to reconcile net loss to net cash provided by operating activities: |
|
|
|
||||
Depreciation, amortization, and accretion |
|
9,762 |
|
|
|
2,263 |
|
Non-cash debt and financing costs |
|
2,629 |
|
|
|
2,682 |
|
Loss on debt extinguishment |
|
6,332 |
|
|
|
1,412 |
|
Non-cash interest income |
|
— |
|
|
|
(364 |
) |
Stock-based compensation |
|
17,013 |
|
|
|
28,411 |
|
Provision for credit losses |
|
113 |
|
|
|
3,752 |
|
Change in fair value of financial instruments carried at fair value |
|
(4,740 |
) |
|
|
— |
|
Impairment of equity securities |
|
2,030 |
|
|
|
— |
|
Non-cash expenses related to equity purchase agreement |
|
— |
|
|
|
1,857 |
|
Deferred income taxes |
|
988 |
|
|
|
5,561 |
|
Foreign exchange losses (gains) |
|
(18 |
) |
|
|
732 |
|
Change in operating assets, net of acquisitions |
|
(60,550 |
) |
|
|
(40,279 |
) |
Change in operating liabilities, net of acquisitions |
|
186,566 |
|
|
|
77,819 |
|
Net cash provided by operating activities |
|
69,786 |
|
|
|
921 |
|
Cash Flows From Investing Activities |
|
|
|
||||
Purchase of property and equipment |
|
(115,578 |
) |
|
|
(30,650 |
) |
Acquisition of Development Vault, LLC |
|
(19,131 |
) |
|
|
— |
|
Investment in note receivable |
|
— |
|
|
|
(2,142 |
) |
Investment tax credit proceeds |
|
39,689 |
|
|
|
— |
|
Deposit received on sale of property and equipment |
|
5,161 |
|
|
|
— |
|
Net cash provided by (used in) investing activities |
|
(89,859 |
) |
|
|
(32,792 |
) |
Cash Flows From Financing Activities |
|
|
|
||||
Proceeds from issuance of debt |
|
262,364 |
|
|
|
117,200 |
|
Repayment of debt |
|
(77,304 |
) |
|
|
(51,519 |
) |
Payment of debt issuance costs |
|
(13,503 |
) |
|
|
(9,604 |
) |
Purchase of capped calls |
|
(20,460 |
) |
|
|
— |
|
Proceeds from insurance premium financings |
|
— |
|
|
|
2,585 |
|
Repayment of insurance premium financings |
|
(438 |
) |
|
|
(2,059 |
) |
Proceeds from issuance of stock |
|
3,923 |
|
|
|
6,849 |
|
Payment of equity issuance costs |
|
(123 |
) |
|
|
— |
|
Short-swing profit recovery |
|
— |
|
|
|
24 |
|
Proceeds from exercise of stock options |
|
1,341 |
|
|
|
47 |
|
Payment of finance lease obligations |
|
(36 |
) |
|
|
(94 |
) |
Payment of taxes related to net settlement of equity awards |
|
(4,450 |
) |
|
|
— |
|
Net cash provided by financing activities |
|
151,314 |
|
|
|
63,429 |
|
Effect of exchange rate changes on cash, cash equivalents, and restricted cash |
|
1,532 |
|
|
|
297 |
|
Net increase in cash, cash equivalents, and restricted cash |
|
132,773 |
|
|
|
31,855 |
|
Cash, cash equivalents, and restricted cash – beginning of the period |
|
103,443 |
|
|
|
30,073 |
|
Cash, cash equivalents, and restricted cash – end of the period |
|
236,216 |
|
|
|
61,928 |
|
Less: Restricted cash at end of period |
|
55,695 |
|
|
|
29,232 |
|
Cash and cash equivalents - end of period |
$ |
180,521 |
|
|
$ |
32,696 |
|
ENERGY VAULT HOLDINGS, INC. |
|||||
Condensed Consolidated Statements of Cash Flows (Continued) |
|||||
(Unaudited) |
|||||
(In thousands) |
|||||
|
Nine Months Ended September 30, |
||||
|
2026 |
|
2025 |
||
Supplemental Disclosures of Cash Flow Information: |
|
|
|
||
Cash paid for income taxes |
$ |
42 |
|
$ |
696 |
Cash paid for interest |
|
13,568 |
|
|
2,035 |
Supplemental Disclosures of Non-Cash Investing and Financing Information: |
|
|
|
||
Actuarial gain (loss) on pension |
|
260 |
|
|
121 |
Property and equipment financed through accounts payable and accrued expenses |
|
2,943 |
|
|
37 |
Assets acquired on finance lease |
|
— |
|
|
87 |
Debt issuance costs incurred but unpaid |
|
390 |
|
|
— |
Debt assumed in acquisition of Development Vault, LLC |
|
18,328 |
|
|
— |
Fair value of common stock issued as consideration in acquisition of Development Vault, LLC |
|
2,245 |
|
|
— |
Fair value of common stock issued upon conversion of Convertible Debentures |
|
17,546 |
|
|
— |
Capitalized non-cash debt and financing costs |
|
170 |
|
|
— |
Non-GAAP Financial Measures
To complement our consolidated statements of operations and comprehensive loss, we use non-GAAP financial measures of adjusted gross profit, adjusted gross margin, adjusted operating expenses, adjusted net loss, and adjusted EBITDA. Management believes that these non-GAAP financial measures complement our GAAP amounts and such measures are useful to securities analysts and investors to evaluate our ongoing results of operations when considered alongside our GAAP measures. The presentation of these non-GAAP measures is not meant to be considered in isolation or as an alternative to other measures of financial performance calculated in accordance with GAAP. These non-GAAP measures and their reconciliation to GAAP financial measures are shown below.
The following table provides a reconciliation from GAAP gross profit to non-GAAP adjusted gross profit (amounts in thousands, unaudited):
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
||||||||||||
|
|
2026 |
|
|
|
2025 |
|
|
|
2026 |
|
|
|
2025 |
|
Revenue |
$ |
13,069 |
|
|
$ |
33,319 |
|
|
$ |
52,317 |
|
|
$ |
50,365 |
|
Cost of revenue |
|
3,794 |
|
|
|
24,309 |
|
|
|
32,878 |
|
|
|
33,963 |
|
Gross profit (GAAP) |
|
9,275 |
|
|
|
9,010 |
|
|
|
19,439 |
|
|
|
16,402 |
|
Gross margin (GAAP) |
|
71.0 |
% |
|
|
27.0 |
% |
|
|
37.2 |
% |
|
|
32.6 |
% |
Non-GAAP adjustment: |
|
|
|
|
|
|
|
||||||||
Add: depreciation and amortization |
|
1,322 |
|
|
|
1,187 |
|
|
|
3,966 |
|
|
|
1,187 |
|
Adjusted gross profit (non-GAAP) |
$ |
10,597 |
|
|
$ |
10,197 |
|
|
$ |
23,405 |
|
|
$ |
17,589 |
|
Adjusted gross margin (non-GAAP) |
|
81.1 |
% |
|
|
30.6 |
% |
|
|
44.7 |
% |
|
|
34.9 |
% |
The following table provides a reconciliation from GAAP operating expenses to non-GAAP operating expenses (amounts in thousands, unaudited):
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|||||||||
|
2026 |
|
|
2025 |
|
|
2026 |
|
2025 |
|||
Operating expenses (GAAP) |
$ |
33,859 |
|
$ |
26,593 |
|
|
$ |
92,883 |
|
$ |
83,026 |
Non-GAAP adjustments: |
|
|
|
|
|
|
|
|||||
Less: depreciation, amortization, and accretion (excluding amounts included in cost of revenue) |
|
1,654 |
|
|
298 |
|
|
|
5,796 |
|
|
1,076 |
Less: stock-based compensation expense |
|
5,594 |
|
|
10,151 |
|
|
|
17,013 |
|
|
28,411 |
Less: business acquisition transaction costs |
|
1,369 |
|
|
— |
|
|
|
1,369 |
|
|
— |
Less: reorganization expenses |
|
— |
|
|
— |
|
|
|
— |
|
|
1,162 |
Less: provision for (benefit from) credit losses |
|
36 |
|
|
(80 |
) |
|
|
113 |
|
|
3,752 |
Adjusted operating expenses (non-GAAP) |
$ |
25,206 |
|
$ |
16,224 |
|
|
$ |
68,592 |
|
$ |
48,625 |
The following table provides a reconciliation from net loss attributable to common stockholders and net loss per share attributable to common stockholders - basic and diluted, to non-GAAP adjusted net loss and non-GAAP adjusted net loss per share attributable to Energy Vault Holdings, Inc - basic and diluted (amounts in thousands except per share data, unaudited):
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
||||||||||||
|
|
2026 |
|
|
|
2025 |
|
|
|
2026 |
|
|
|
2025 |
|
Net loss attributable to Energy Vault Holdings, Inc. (GAAP) |
$ |
(28,162 |
) |
|
$ |
(26,817 |
) |
|
$ |
(90,339 |
) |
|
$ |
(82,880 |
) |
Non-GAAP adjustments: |
|
|
|
|
|
|
|
||||||||
Stock-based compensation expense |
|
5,594 |
|
|
|
10,151 |
|
|
|
17,013 |
|
|
|
28,411 |
|
Change in fair value of financial instruments carried at fair value |
|
(3,385 |
) |
|
|
— |
|
|
|
(4,740 |
) |
|
|
— |
|
Loss on debt extinguishment |
|
962 |
|
|
|
— |
|
|
|
6,332 |
|
|
|
1,412 |
|
Business acquisition transaction costs |
|
1,369 |
|
|
|
— |
|
|
|
1,369 |
|
|
|
— |
|
ITC sale transaction costs |
|
686 |
|
|
|
— |
|
|
|
686 |
|
|
|
— |
|
Provision for (benefit from) credit losses |
|
36 |
|
|
|
(80 |
) |
|
|
113 |
|
|
|
3,752 |
|
Foreign exchange losses (gains) |
|
(6 |
) |
|
|
383 |
|
|
|
(18 |
) |
|
|
732 |
|
Impairment of equity securities |
|
— |
|
|
|
— |
|
|
|
2,030 |
|
|
|
— |
|
Reorganization expenses |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,162 |
|
Expenses related to equity purchase agreement |
|
— |
|
|
|
1,166 |
|
|
|
— |
|
|
|
2,072 |
|
Net loss attributable to non-controlling interest |
|
— |
|
|
|
(2 |
) |
|
|
— |
|
|
|
(45 |
) |
Gain on sale of R&D equipment |
|
— |
|
|
|
(426 |
) |
|
|
— |
|
|
|
(426 |
) |
Adjusted net loss (non-GAAP) |
$ |
(22,906 |
) |
|
$ |
(15,625 |
) |
|
$ |
(67,554 |
) |
|
$ |
(45,810 |
) |
Less: accretion and paid-in-kind distributions on redeemable non-controlling interest |
|
2,690 |
|
|
|
— |
|
|
|
7,285 |
|
|
|
— |
|
Adjusted net loss attributable to common stockholders (non-GAAP) |
$ |
(25,596 |
) |
|
$ |
(15,625 |
) |
|
$ |
(74,839 |
) |
|
$ |
(45,810 |
) |
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares: |
|
|
|
|
|
|
|
||||||||
Basic (GAAP and non-GAAP) |
|
181,969 |
|
|
|
163,329 |
|
|
|
177,350 |
|
|
|
158,023 |
|
Diluted (GAAP) (1) |
|
181,969 |
|
|
|
163,329 |
|
|
|
177,447 |
|
|
|
158,023 |
|
Diluted (non-GAAP) (2) |
|
181,969 |
|
|
|
163,329 |
|
|
|
177,350 |
|
|
|
158,023 |
|
|
|
|
|
|
|
|
|
||||||||
Net loss per share — basic (GAAP) (1) |
$ |
(0.17 |
) |
|
$ |
(0.16 |
) |
|
$ |
(0.55 |
) |
|
$ |
(0.52 |
) |
Net loss per share — diluted (GAAP) (1) |
$ |
(0.17 |
) |
|
$ |
(0.16 |
) |
|
$ |
(0.58 |
) |
|
$ |
(0.52 |
) |
Adjusted net loss per share — basic and diluted (non-GAAP) (2) |
$ |
(0.14 |
) |
|
$ |
(0.10 |
) |
|
$ |
(0.42 |
) |
|
$ |
(0.29 |
) |
__________________ |
||
(1) |
GAAP basic and diluted net loss per share reflect combined accretion of redeemable non-controlling interest and paid-in-kind distributions to the redeemable non-controlling interest of |
|
(2) |
The weighted-average shares used to calculate adjusted basic and diluted net loss per share equal the basic weighted-average shares outstanding. Changes in the fair value of the OIC Warrant liability are excluded from adjusted net loss. Because the Company reported an adjusted net loss, inclusion of the incremental shares associated with the OIC Warrants would have been antidilutive, and those shares were therefore excluded. |
|
The following table provides a reconciliation from net loss attributable to Energy Vault Holdings, Inc. to non-GAAP adjusted EBITDA, with net loss attributable to Energy Vault Holdings, Inc. being the most directly comparable GAAP measure (amounts in thousands, unaudited):
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
||||||||||||
|
|
2026 |
|
|
|
2025 |
|
|
|
2026 |
|
|
|
2025 |
|
Net loss attributable to Energy Vault Holdings, Inc. (GAAP) |
$ |
(28,162 |
) |
|
$ |
(26,817 |
) |
|
$ |
(90,339 |
) |
|
$ |
(82,880 |
) |
Non-GAAP adjustments: |
|
|
|
|
|
|
|
||||||||
Interest expense |
|
5,017 |
|
|
|
2,781 |
|
|
|
12,675 |
|
|
|
5,392 |
|
Interest income |
|
(921 |
) |
|
|
(204 |
) |
|
|
(2,193 |
) |
|
|
(831 |
) |
Provision for income taxes |
|
1,138 |
|
|
|
5,535 |
|
|
|
1,994 |
|
|
|
7,991 |
|
Depreciation, amortization, and accretion |
|
2,976 |
|
|
|
1,485 |
|
|
|
9,762 |
|
|
|
2,263 |
|
Stock-based compensation expense |
|
5,594 |
|
|
|
10,151 |
|
|
|
17,013 |
|
|
|
28,411 |
|
Change in fair value of financial instruments carried at fair value |
|
(3,385 |
) |
|
|
— |
|
|
|
(4,740 |
) |
|
|
— |
|
Loss on debt extinguishment |
|
962 |
|
|
|
— |
|
|
|
6,332 |
|
|
|
1,412 |
|
Business acquisition transaction costs |
|
1,369 |
|
|
|
— |
|
|
|
1,369 |
|
|
|
— |
|
ITC sale transaction costs |
|
686 |
|
|
|
— |
|
|
|
686 |
|
|
|
— |
|
Provision for (benefit from) credit losses |
|
36 |
|
|
|
(80 |
) |
|
|
113 |
|
|
|
3,752 |
|
Foreign exchange losses (gains) |
|
(6 |
) |
|
|
383 |
|
|
|
(18 |
) |
|
|
732 |
|
Impairment of equity securities |
|
— |
|
|
|
— |
|
|
|
2,030 |
|
|
|
— |
|
Reorganization expenses |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,162 |
|
Expenses related to equity purchase agreement |
|
— |
|
|
|
1,166 |
|
|
|
— |
|
|
|
2,072 |
|
Net loss attributable to non-controlling interest |
|
— |
|
|
|
(2 |
) |
|
|
— |
|
|
|
(45 |
) |
Gain on sale of R&D equipment |
|
— |
|
|
|
(426 |
) |
|
|
— |
|
|
|
(426 |
) |
Adjusted EBITDA (non-GAAP) |
$ |
(14,696 |
) |
|
$ |
(6,028 |
) |
|
$ |
(45,316 |
) |
|
$ |
(30,995 |
) |
We present adjusted EBITDA, which is net loss excluding adjustments that are outlined in the quantitative reconciliation provided above, as a supplemental measure of our performance and because we believe this measure is frequently used by securities analysts, investors, and other interested parties in the evaluation of companies in our industry. The items excluded from adjusted EBITDA are excluded in order to better reflect our continuing operations.
Adjusted EBITDA is presented on a consolidated basis. Because our reconciliation starts with net loss attributable to Energy Vault Holdings, Inc., we add back net loss attributable to non-controlling interests to arrive at consolidated Adjusted EBITDA. Non-controlling interest allocations may be significantly impacted by the hypothetical liquidation at book value method to allocate Asset Vault’s income (loss) between the Company and the redeemable non-controlling interest.
In evaluating adjusted EBITDA, one should be aware that in the future we may incur expenses similar to the adjustments noted above. Our presentation of adjusted EBITDA should not be construed as an inference that our future results will be unaffected by these types of adjustments. Adjusted EBITDA is not a measurement of our financial performance under GAAP and should not be considered as an alternative to net loss, operating loss, or any other performance measures derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of our liquidity.
Our adjusted EBITDA measure has limitations as an analytical tool, and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:
- it does not reflect our cash expenditures, future requirements for capital expenditures, or contractual commitments;
- it does not reflect changes in, or cash requirements for, our working capital needs;
- it does not reflect stock-based compensation, which is an ongoing expense;
- although depreciation, amortization, and accretion are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and our adjusted EBITDA measure does not reflect any cash requirements for such replacements;
- it is not adjusted for all non-cash income or expense items that are reflected in our condensed consolidated statements of cash flows;
- it does not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations;
- it does not reflect limitations on or costs related to transferring earnings from our subsidiaries to us; and
- other companies in our industry may calculate this measure differently than we do, limiting its usefulness as a comparative measure.
Because of these limitations, adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business or as a measure of cash that will be available to use to meet our obligations. You should compensate for these limitations by relying primarily on our GAAP results and using adjusted EBITDA only supplementally.
View source version on businesswire.com: https://www.businesswire.com/news/home/20261110747223/en/
Investors:
energyvaultIR@icrinc.com
Media:
media@energyvault.com
Source: Energy Vault Holdings, Inc.