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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2022
OR
o
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: 001-40209
Heliogen, Inc.
(Exact name of registrant as specified in its charter)
Delaware
85-4204953
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
130 West Union Street, Pasadena California
91103
(Address of Principal Executive Offices)
(Zip Code)
(626) 720-4530
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, $0.0001 par value per share
HLGN
New York Stock Exchange
Warrants, each whole warrant exercisable for shares of Common stock at an exercise price of $11.50 per share
HLGN.W
New York Stock Exchange
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 x No o

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 x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
x
Smaller reporting company
x
Emerging growth company
x
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.x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

The registrant had 190,354,103 shares of common stock outstanding as of August 4, 2022.


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Page
Item 1A. Risk Factors

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Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present or historical fact included in this Quarterly Report on Form 10-Q regarding our future financial performance, as well as our strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. Any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of such terms or other similar expressions. These forward-looking statements are based on management’s current expectations, assumptions, hopes, beliefs, intentions and strategies regarding future events and are based on currently available information as to the outcome and timing of future events. We caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control, incident to our business.

As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

our ability to recognize the anticipated benefits of the business combination (the “Business Combination”) with Athena Technology Acquisition Corp (“Athena”), which may be affected by, among other things, our ability to grow and manage growth profitably;

our financial and business performance, including risk of uncertainty in our financial projections and business metrics and any underlying assumptions thereunder;

changes in our business and strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans;

our ability to execute our business model, including market acceptance of our planned products and services and achieving sufficient production volumes at acceptable quality levels and prices;

changes in domestic and foreign business, market, financial, political, legal conditions and applicable laws and regulations;

our ability to grow market share in our existing markets or new markets we may enter;

our ability to achieve and maintain profitability in the future;

our ability to access sources of capital to finance operations, growth and future capital requirements;

our ability to maintain and enhance our products and brand, and to attract and retain customers;

our ability to find new partners for product offerings;

the success of strategic relationships with third parties;

our ability to scale in a cost-effective manner;

developments and projections relating to our competitors and industry;

the impact of the COVID-19 pandemic and Russia’s invasion of Ukraine on our business, including, but not limited to, supply chain disruptions;

our expectations regarding our ability to obtain and maintain intellectual property protection and not infringe on the rights of others;

our ability to find and retain critical employee talent and key personnel;


3

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the possibility that we may be adversely impacted by other economic, business, and/or competitive factors;

the possibility that our remediation plan may not successfully address the underlying causes of the material weaknesses in our internal control over financial reporting;

future exchange and interest rates;

the outcome of any known and unknown litigation and regulatory proceedings; and

other risks and uncertainties, including those disclosed under “Item 1A. Risk Factors” contained in Part I of our latest Annual Report on Form 10-K/A, and the risk factors and other cautionary statements contained in other filings that have been made or will be made with the Securities and Exchange Commission by the Company.

Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. Should one or more of the risks or uncertainties described in this Quarterly Report on Form 10-Q, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact the operations and projections discussed herein are disclosed under “Item 1A. Risk Factors” contained in Part I of our latest Annual Report on Form 10-K/A and in our periodic filings with the SEC. Our SEC filings are available publicly on the SEC’s website at www.sec.gov.

You should read this Quarterly Report on Form 10-Q with the understanding that our actual future results, levels of activity and performance as well as other events and circumstances may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

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Part I - Financial Information
Item 1. Financial Information
Heliogen, Inc.
Condensed Consolidated Balance Sheets
($ in thousands, except share data)
(Unaudited)
June 30,December 31,
20222021
(As Restated)
ASSETS
Cash and cash equivalents
$60,731 $190,081 
Restricted cash957  
Investments, available-for-sale (amortized cost of $125,310 and $32,349, respectively)
115,142 32,332 
Receivables
5,742 3,896 
Prepaid and other current assets
7,222 874 
Total current assets
189,794 227,183 
Operating lease right-of-use assets
15,550 16,093 
Property, plant, and equipment, net of accumulated depreciation of $1,454 and $707, respectively
6,470 4,102 
Goodwill
984 4,204 
Intangible assets, net of accumulated amortization of $60 and $27, respectively
3,555 147 
Restricted cash
1,500 1,500 
Other long-term assets
19,724 4,219 
Total assets
$237,577 $257,448 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Trade payables
$3,916 $4,645 
Contract liabilities
8,521 513 
Contract loss provisions
30,923 397 
Accrued expenses and other current liabilities
5,794 6,974 
Total current liabilities
49,154 12,529 
Debt
26 35 
Operating lease liabilities, net of current portion
14,785 14,183 
Warrant liability
2,253 14,563 
Other long-term liabilities
2,413 2,080 
Total liabilities
68,631 43,390 
Commitments and contingencies (see Note 10)
Convertible preferred stock – $0.0001 par value; 10,000,000 shares authorized and no shares outstanding as of June 30, 2022 and December 31, 2021
  
Shareholders’ equity
Common stock, $0.0001 par value; 500,000,000 shares authorized; 190,093,226 shares issued and outstanding (excluding restricted shares of 217,060) as of June 30, 2022 and 183,367,037 shares issued and outstanding (excluding restricted shares of 481,301) as of December 31, 2021
19 18 
Additional paid-in capital
415,526 380,624 
Accumulated other comprehensive loss
(834)(4)
Accumulated deficit
(245,765)(166,580)
Total shareholders’ equity
168,946 214,058 
Total liabilities, convertible preferred stock and shareholders’ equity
$237,577 $257,448 
The accompanying notes are an integral part of these condensed consolidated financial statements.

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Heliogen, Inc.
Condensed Consolidated Statements of Operations and Comprehensive Loss
($ in thousands, except per share and share data)
(Unaudited)
Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
Revenue:
Services revenue$964 $845 $3,008 $1,361 
Grant revenue
1,428  2,923  
Total revenue
2,392 845 5,931 1,361 
Cost of revenue:
Cost of services revenue958 845 2,987 1,361 
Cost of grant revenue1,428  2,923  
Provision for contract losses
  33,737  
Total cost of revenue
2,386 845 39,647 1,361 
Gross profit (loss)
6  (33,716) 
Operating expenses:
Selling, general, and administrative
22,589 4,260 42,984 6,412 
Research and development
6,147 2,665 15,752 4,273 
Total operating expenses
28,736 6,925 58,736 10,685 
Operating loss
(28,730)(6,925)(92,452)(10,685)
Interest income (expense), net
213 (41)407 (1)
SAFE instruments remeasurement
 (47,460) (47,460)
Gain (loss) on warrant remeasurement
8,284 (1,979)12,310 (2,282)
Other (expense) income, net
(109)72 (185)39 
Net loss before taxes
(20,342)(56,333)(79,920)(60,389)
Income tax benefit
125  735  
Net loss
(20,217)(56,333)(79,185)(60,389)
Other comprehensive loss, net of taxes
Unrealized losses on available-for-sale securities
(127)(2)(506)(14)
Cumulative translation adjustment
(323) (324) 
Total comprehensive loss
$(20,667)$(56,335)$(80,015)$(60,403)
Loss per share:
Loss per share – Basic and Diluted
$(0.11)$(5.30)$(0.42)$(5.92)
Weighted average number of shares outstanding – Basic and Diluted
190,182,474 10,623,517 187,123,737 10,195,971 
The accompanying notes are an integral part of these condensed consolidated financial statements.

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Heliogen, Inc.
Condensed Consolidated Statements of Convertible Preferred Stock and Shareholders’ Equity (Deficit)
($ in thousands, except share data)
(Unaudited)
Shareholders’ Equity (Deficit)
Convertible
Preferred Stock
Common StockAdditional Paid-in
Capital
Accumulated Other Comprehensive LossAccumulated
Deficit
Total
SharesAmountSharesAmount
March 31, 2021117,886,982 $45,932 10,533,667 $1 $1,764 $(12)$(33,228)$(31,475)
Net loss
— — — — — — (56,333)(56,333)
Other comprehensive loss— — — — — (2)— (2)
Share-based compensation
— — — — 353 — — 353 
Shares issued for stock options exercised
— — 150,688 — 17 — — 17 
June 30, 2021
117,886,982 $45,932 10,684,355 $1 $2,134 $(14)$(89,561)$(87,440)
December 31, 2020
117,886,982 $45,932 8,160,828 $1 $1,309 $ $(29,172)$(27,862)
Net loss
— — — — — — (60,389)(60,389)
Other comprehensive loss
— — — — — (14)— (14)
Share-based compensation
— — — — 564 — — 564 
Shares issued for stock options exercised
— — 2,324,212 — 231 — — 231 
Shares issued for stock warrants exercised
— — 199,315 — 30 — — 30 
June 30, 2021117,886,982 $45,932 10,684,355 $1 $2,134 $(14)$(89,561)$(87,440)
Shareholders’ Equity (Deficit)
Convertible
Preferred Stock
Common StockAdditional Paid-in
Capital
Accumulated Other Comprehensive LossAccumulated
Deficit
Total
SharesAmountSharesAmount
March 31, 2022
 $ 186,121,281 $19 $403,216 $(384)$(225,548)$177,303 
Net loss
— — — — — — (20,217)(20,217)
Other comprehensive loss— — — — — (450)— (450)
Share-based compensation
— — 248,076 — 11,524 — — 11,524 
Shares issued for stock options exercised
— — 3,723,859 — 643 — — 643 
Shares issued for stock warrants exercised
— — 10 — — — — — 
Issuance of warrants in connection with vendor agreements — — — 54 — — 54 
Issuance of warrants in connection with customer agreements — — — 89 — — 89 
June 30, 2022 $ 190,093,226 $19 $415,526 $(834)$(245,765)$168,946 
December 31, 2021 (As Restated) $ 183,367,037 $18 — $380,624 $(4)$(166,580)$214,058 
Net loss
— — — — — — (79,185)(79,185)
Other comprehensive loss
— — — — — (830)— (830)
Share-based compensation
— — 248,076 — 24,506 — — 24,506 
Shares issued for stock options exercised
— — 6,478,103 1 914 — — 915 
Shares issued for stock warrants exercised
— — 10 — — — — — 
Issuance of warrants in connection with vendor agreements— — — — 54 — — 54 
Issuance of warrants in connection with customer agreements— — — — 9,428 — — 9,428 
June 30, 2022
 $ 190,093,226 $19 $415,526 $(834)$(245,765)$168,946 
The accompanying notes are an integral part of these condensed consolidated financial statements.

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Heliogen, Inc.
Condensed Consolidated Statements of Cash Flows
($ in thousands)
(Unaudited)
Six Months Ended June 30,
20222021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss
$(79,185)$(60,389)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization
1,453 134 
Share-based compensation
24,506 564 
SAFE instruments remeasurement
 47,460 
Warrant remeasurement
(12,310)2,282 
Deferred income taxes(735) 
Non-cash operating lease expense814  
Other non-cash operating activities
189 373 
Changes in assets and liabilities:
Receivables
(1,806)(165)
Prepaid and other current assets
(3,761)(466)
Other long-term assets
390 (1,454)
Trade payables
809 499 
Accrued expenses and other current liabilities
(232)1,113 
Contract liabilities
8,384 1,669 
    Contract loss provisions30,577  
Operating lease liabilities
(506)(195)
Other long-term liabilities
53 73 
Net cash used in operating activities
(31,360)(8,502)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures
(3,484)(747)
Purchases of available-for-sale investments
(199,779)(37,760)
Maturities of available-for-sale investments
40,800  
Sales of available-for-sale investments
65,817  
Net cash used in investing activities
(96,646)(38,507)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from SAFE instruments, net of issuance costs of $30.1 thousand
 83,411 
Transaction costs paid related to the Business Combination with Athena
(1,274) 
Repayments on Paycheck Protection Program loan
 (411)
Proceeds from exercise of stock options
887 231 
Proceeds from exercise of common stock warrants
 30 
Other financing costs
 (147)
Net cash (used in) provided by financing activities
(387)83,114 
(DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
(128,393)36,105 
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF THE PERIOD
191,581 18,334 
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF THE PERIOD
$63,188 $54,439 



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Supplemental Cash Flow Information
The following reconciles cash, cash equivalents and restricted cash:
Six Months Ended June 30,
$ in thousands20222021
Cash and cash equivalents
$60,731 $54,439 
Restricted cash (current and long-term)
2,457  
Total cash, cash equivalents and restricted cash
$63,188 $54,439 

Cash flows related to interest, leases and other non-cash investing and financing activities were as follows:
Six Months Ended June 30,
$ in thousands20222021
Supplemental disclosures:
Cash paid for interest
$ $3 
Non-cash investing and financing activities:
Right-of-use assets obtained in exchange for new operating lease liabilities
$201 $209 
Right-of-use asset removed upon lease termination306 4,580 
Fair value of Project Warrants and Collaboration Warrants recognized in equity9,428 1,051 
Capital expenditures incurred but not yet paid
251 43 

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

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Heliogen, Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)


1.    Organization and Basis of Presentation
Background
Heliogen, Inc. and its subsidiaries (collectively, “Heliogen” or the “Company”), is involved in the development and commercialization of next generation concentrated solar energy. We are developing a modular, A.I.-enabled, concentrated solar energy thermal energy plant that will use an array of mirrors to reflect sunlight and capture, concentrate, store and convert it into cost-effective energy on demand. Unless otherwise indicated or the context requires otherwise, references in our consolidated financial statements to “we,” “our,” “us” and similar expressions refer to Heliogen.

Basis of Presentation
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and include the accounts of Heliogen and the subsidiaries it controls. All material intercompany balances are eliminated in consolidation. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in Heliogen’s Annual Report on Form 10-K/A for the year ended December 31, 2021 filed on May 23, 2022.

Certain information and disclosures normally included in annual financial statements have been condensed or omitted in these interim financial statements. In our opinion, the unaudited interim financial statements have been prepared on the same basis as the annual financial statements and include all adjustments, consisting of only normal recurring adjustments, necessary for fair statement. The results of operations for the six months ended June 30, 2022, are not necessarily indicative of the results of operations to be expected for the full year ending December 31, 2022.
Athena Business Combination

On December 30, 2021, Heliogen, Inc., a Delaware corporation (“Legacy Heliogen”), Athena Technology Acquisition Corp., a Delaware corporation (“Athena”), and HelioMax Merger Sub, Inc. (“Merger Sub”), Athena’s direct, wholly owned subsidiary, consummated the closing of transactions contemplated by the business combination agreement, dated July 6, 2021, by and among Athena, Merger Sub, and Legacy Heliogen (the “Business Combination”).
The Business Combination was accounted for as a reverse recapitalization in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, pursuant to which Athena was treated as the “accounting acquiree” and Legacy Heliogen as the “accounting acquirer” for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as Legacy Heliogen issuing equity for the net assets of Athena, followed by a recapitalization. The consolidated assets, liabilities, and results of operations of Legacy Heliogen comprise the historical consolidated financial statements of the post combination company, and Athena’s assets, liabilities and results of operations are consolidated with Legacy Heliogen beginning on the acquisition date. Accordingly, for accounting purposes, the condensed consolidated financial statements of the post combination company represent a continuation of the historical consolidated financial statements of Legacy Heliogen, and the net assets of Athena are stated at historical cost, with no goodwill or other intangible assets recorded.
In accordance with accounting guidance applicable to these circumstances, the equity structure has been recast in all comparative periods up to the Closing Date to reflect the number of shares of the Company’s common stock, $0.0001 par value per share, issued to Legacy Heliogen’ stockholders in connection with the Business Combination. As such, the shares and corresponding capital amounts and earnings per share related to Legacy Heliogen redeemable convertible preferred stock, common stock, warrants, options, and restricted stock units (“RSU”) prior to the Business Combination have been retroactively recast as shares reflecting the exchange ratio of 2.013 established in the Business Combination.


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Heliogen, Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)

Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and the accompanying notes. On an ongoing basis, we evaluate our estimates, including those related to inputs used to recognize revenue over time, accounting for income taxes, the fair values of share-based compensation, lease liabilities, warrant liabilities, and long-lived asset impairments. Despite our intention to establish accurate estimates and reasonable assumptions, actual results could differ materially from such estimates and assumptions.

Reclassifications
Certain immaterial prior period amounts have been reclassified to conform to current period presentation. Such changes did not have a material impact on our financial position or results of operation. All dollar amounts (other than per share amounts) in the following disclosures are in thousands of United States dollars, unless otherwise indicated.

Recent Accounting Pronouncements
In August 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2020-06, DebtDebt with Conversion and Other Options (Subtopic 470-20) and Derivatives and HedgingContracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). The amendments eliminate two of the three accounting models that require separate accounting for convertible features of debt securities, simplify the contract settlement assessment for equity classification, require the use of the if-converted method for all convertible instruments in the diluted earnings per share calculation and expand disclosure requirements. We adopted ASU 2020-06 on January 1, 2022 with no impact on our condensed consolidated financial statements.

2.    Revenue

Disaggregated Revenue

We disaggregate revenue into the following revenue categories:
Three Months Ended June 30,Six Months Ended June 30,
$ in thousands2022202120222021
Project revenue$892 $ $2,883 $ 
Other services revenue72 845 125 1,361 
Total services revenue964 845 3,008 1,361 
Grant revenue1,428  2,923  
Total revenue$2,392 $845 $5,931 $1,361 
Project revenue consists of amounts recognized under contracts with customers for the development, construction and delivery of commercial-scale concentrated solar energy facilities. Other services revenue consists of amounts recognized under contracts with customers for the provision of engineering, R&D or other similar services in our field of expertise. Revenue recognized during 2022 and 2021 includes commercial, non-governmental customers in Australia and Europe.
Under a commercial-scale demonstration agreement (the “Project Agreement”) executed with a customer in March 2022, Heliogen will complete the engineering, procurement, and construction of a new 5 MWe concentrated solar energy facility to be built in Mojave, California (the “Facility”) for the customer’s use in testing, research and development. Pursuant to the Project Agreement, the customer will pay up to $50.0 million to Heliogen to complete the Facility. The total transaction price for the Project Agreement is $45.5 million reflecting a reduction in contract price for the fair value of the Project Warrants (defined and discussed further in Note 3) granted to the customer in connection with the Project Agreement. The Project Agreement modified and replaced a limited notice to proceed executed in October 2021 with the

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Heliogen, Inc.
Notes to the Condensed Consolidated Financial Statements

same customer under which $0.9 million of revenue was recognized in 2021. The Project Agreement contributed significant revenues for the three and six months ended June 30, 2022 of $0.9 million and $2.9 million, respectively, or 92% and 96%, respectively, of total services revenue. The Company recognized contract losses of $32.9 million during the six months ended June 30, 2022 related to the Project Agreement. The contract loss recognized during the first quarter reflected the Company’s estimate as of March 31, 2022 of the full expected loss on the design, engineering, and construction of the Facility given consideration expected to be realized under the Project Agreement (net of the fair value of the Project Warrants) and the Company’s award from the U.S. Department of Energy’s Solar Energy Technology Office (the “DOE Award”). No additional contract loss was recognized during the three months ended June 30, 2022. During the three and six months ended June 30, 2022, the Company recognized grant revenue under the DOE Award of $1.4 million and $2.9 million, respectively, related to costs incurred during such periods that are reimbursable under the DOE Award.

Performance Obligations and Contract Liabilities

Revenue recognized under contracts with customers relate solely to the performance obligations satisfied in 2022 with no revenue recognized from performance obligations satisfied in prior periods. On June 30, 2022, we had approximately $42.8 million of transaction price allocated to remaining performance obligations through 2025. For the six months ended June 30, 2022, we recognized a total provision for contract losses of $33.7 million, driven primarily by the Project Agreement as discussed above, as estimated costs to satisfy performance obligations for the remainder of those contracts exceeded consideration to be received from the customers. We recognized no provisions for contract losses during the three months ended June 30, 2022 and the three and six months ended June 30, 2021.
As of June 30, 2022 and December 31, 2021, our contract liabilities were $8.5 million and $0.5 million, respectively. Activity included in contract liabilities during the six months ended June 30, 2022 consisted of additions for deferred revenue of $11.4 million offset by revenue recognized of $3.0 million, and other activity of $0.4 million.

We recognized an immaterial amount of revenue for the six months ended June 30, 2022, which was previously included in the contract liability balance at December 31, 2021.

Accounts Receivable

As of June 30, 2022, our receivables of $5.7 million included $1.0 million accounts receivables related to our contracts with customers, which consisted of trade receivables of $0.5 million and unbilled receivables of $0.5 million. Additionally, our receivables included $4.4 million related to amounts reimbursable to the Company under the DOE Award.

As of December 31, 2021, our receivables of $3.9 million included $2.1 million accounts receivables related to our contracts with customers which consisted of trade receivables of $0.9 million and unbilled receivables of $1.2 million. Additionally, our receivables included $1.4 million related to amounts reimbursable to the Company under the DOE Award and $0.4 million in other receivables.
3.    Warrants
Public Warrants and Private Warrants

The Company’s warrant liability as of June 30, 2022 includes public warrants (the “Public Warrants”) and private placement warrants (the “Private Warrants”). The Public Warrants and Private Warrants permit warrant holders to purchase in the aggregate 8,333,333 shares and 233,333 shares, respectively, of the Company’s common stock at an exercise price of $11.50 per share. Each of the Public Warrants and the Private Warrants became exercisable on March 16, 2022 and expire on December 30, 2026, or earlier upon redemption or liquidation. The Company has the ability to redeem outstanding Public Warrants prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the notice date of redemption. In addition, the Company has the ability to redeem all (but not less than all) of the outstanding Public Warrants and Private Warrants prior to their expiration, at a price of $0.10 per warrant if the last reported sales price of the Company’s common stock equals or exceeds $10.00 on the trading

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Heliogen, Inc.
Notes to the Condensed Consolidated Financial Statements

day prior to the date of the notice. The Company evaluated the Public Warrants and Private Warrants and concluded that a provision in the underlying warrant agreement dated March 16, 2021, by and between Athena and Continental Stock Transfer & Trust Company, related to certain tender or exchange offers precludes both the Public Warrants and Private Warrants from being accounted for as components of equity. As both the Public Warrants and Private Warrants meet the definition of a derivative, they are recorded on the Condensed Consolidated Balance Sheets as liabilities and measured at fair value at each reporting date, and the change in fair value is reported on the Condensed Consolidated Statements of Operations and Comprehensive Loss.
Project Warrants

In connection with the concurrent execution of the Project Agreement with a customer in March 2022, the Company issued warrants permitting the customer to purchase approximately 0.91 million shares of the Company’s common stock at an exercise price of $0.01 per share (the “Project Warrants”). These warrants expire upon the earlier of a change in control of the Company or March 28, 2027 and vest pro rata with certain payments required to be made by the customer under the Project Agreement. The fair value of the Project Warrants upon issuance was $4.96 per warrant based on the closing price of the Company’s shares on March 28, 2022 less the exercise price.

The Company evaluated the Project Warrants under ASC 718, Stock Compensation (“ASC 718”) as consideration payable to a customer or non-employee and concluded them to be equity-classified. For the Project Warrants, the total consideration payable to the customer of approximately $4.5 million reduced the transaction price associated with the customer’s contract and the Company recognized $0.2 million as an increase to additional paid-in-capital related to the Project Warrants to reflect the attribution of the Project Warrants’ fair value in a manner similar to revenue recognized under the customer’s contract. As of June 30, 2022, none of the Project Warrants have vested or become exercisable.
Collaboration Warrants

In connection with the concurrent execution of the Collaboration Agreement with a customer in March 2022, the Company issued warrants permitting the customer to purchase approximately 3.65 million shares of the Company’s common stock at an exercise price of $0.01 per share (the “Collaboration Warrants”). These warrants expire upon the earlier of a change in control of the Company or March 28, 2027. Of these warrants, (i) 1.825 million warrants vested immediately upon execution of the Collaboration Agreement and (ii) 1.825 million warrants will vest based on the customer reaching certain specified performance goals under the Collaboration Agreement relating to towers contracted. The fair value of the Collaboration Warrants upon issuance was $4.96 per warrant based on the closing price of the Company’s shares on March 28, 2022 less the exercise price.

The Company evaluated the Collaboration Warrants under ASC 718 as consideration payable to a customer or non-employee and concluded them to be equity-classified. For the Collaboration Warrants, the Company recognized a prepaid expense of $9.1 million, of which $2.6 million is classified as current and $6.5 million was classified as long-term, with a corresponding increase to additional paid-in-capital related to the Collaboration Warrants that immediately vested. This amount will be recognized ratably beginning April 2022 for marketing services to be provided over an estimated period of approximately three years as selling, general and administrative expense. For the three and six months ended June 30, 2022, we recognized approximately $0.6 million as selling, general and administrative expense related to the vesting of the Collaboration Warrants. Additional vesting of the Collaboration Warrants will be recognized as deferred contract acquisition costs upon execution of an applicable customer contract as defined in the Collaboration Agreement and will be amortized to expense over the term of the applicable customer contract.

Vendor Warrants

On April 19, 2022, the Company issued warrants to purchase 76,923 shares of the Company’s common stock, at an exercise price of $0.01 per share (“Vendor Warrants”), to a vendor as compensation for services to be performed by the vendor. The Vendor Warrants vest in 12 equal installments monthly, subject to continued service by the vendor, and are completely vested upon the one-year anniversary of issuance. The Company evaluated the Vendor Warrants under ASC 718 as consideration payable to a customer or non-employees and concluded them to be equity-classified. The Vendor Warrants had a fair value upon issuance of $0.3 million, which will be recognized ratably over one year as selling, general and administrative expense. For the three and six months ended June 30, 2022, the Company recognized approximately

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Heliogen, Inc.
Notes to the Condensed Consolidated Financial Statements

$0.1 million as selling, general and administrative expense related to the partial vesting of the Vendor Warrants. The fair value of the Vendor Warrants upon issuance was $4.18 per warrant based on the closing price of the Company’s shares on April 19, 2022 less the exercise price.
4.    Acquisition
In September 2021, Heliogen acquired 100% of the equity interests of HelioHeat GmbH (“HelioHeat”), a private limited liability company in Germany engaged in the development, planning and construction of renewable energy systems and components, including a novel solar receiver (the “HelioHeat Acquisition”).
The components of the fair value of consideration transferred are as follows ($ in thousands):
Cash paid at closing(1)
$1,714 
Contingent consideration(2)
2,009 
Settlement of pre-existing relationship
45 
Total fair value of consideration transferred
$3,768 
________________
(1)Includes $0.5 million of cash paid to an escrow that becomes payable to the selling shareholders of HelioHeat to the extent the funds are not used to offset certain costs incurred for the assumed customer projects. The amount is being treated as consideration transferred as the release of the funds is likely to occur.
(2)No change in the fair value of the contingent consideration was identified or recorded during the six months ended June 30, 2022.
The following table summarizes the purchase price allocation as of the acquisition date and measurement period adjustments recognized during the six months ended June 30, 2022.
As ofAs of
December 31, 2021Measurement Period AdjustmentsJune 30, 2022
$ in thousandsPreliminary ValuationRevised Valuation
Cash and cash equivalents
$30 $— $30 
Prepaid and other current assets
33 — 33 
Property, plant and equipment, net
6 — 6 
Intangible asset 4,204 4,204 
Goodwill
4,204 (3,093)1,111 
Total assets acquired
4,273 1,111 5,384 
Accrued expenses and other current liabilities
74 — 74 
Contract liabilities390 — 390 
Debt
41 — 41 
Deferred tax liabilities 1,111 1,111 
Total liabilities assumed
505 1,111 1,616 
Net assets acquired
$3,768 $— $3,768 
The Company recorded measurement period adjustments based on the valuation of the intangible asset related to developed technology associated with HelioHeat’s solar receiver technology and the related deferred tax impact. The purchase price allocation resulted in the recognition of $1.1 million in goodwill, which includes measurement period adjustments, of which none is expected to be tax deductible. Goodwill represents the value expected to be received from the synergies of integrating HelioHeat’s operations with Heliogen’s operations to expand commercial opportunities and the assembled workforce in place. The purchase price allocation for the HelioHeat Acquisition was finalized as of March 31, 2022.
The fair value of the intangible asset was estimated using the replacement cost approach, which was based on Level 3 inputs. Significant valuation assumptions include management’s estimated costs to reproduce HelioHeat solar receiver

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Heliogen, Inc.
Notes to the Condensed Consolidated Financial Statements

technology if the Company had developed the technology using its own resources, developer’s profit margin based on estimated market participants’ required margin, and an estimated discount for economic obsolescence. The intangible asset will be amortized over its estimated useful life of ten years.
5.    Accrued Expenses and Other Current Liabilities
The following summarizes the balances of accrued expenses and other current liabilities:
$ in thousandsJune 30, 2022December 31, 2021
Payroll and other employee benefits
$944 $862 
Professional fees
1,301 1,379 
Research and development costs
1,888 1,895 
Operating lease liabilities, current portion
1,405 2,240 
Other accrued expenses
256 598 
Total accrued expenses and other current liabilities
$5,794 $6,974 

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Heliogen, Inc.
Notes to the Condensed Consolidated Financial Statements



6.    Income Taxes

We calculate our quarterly tax provision pursuant to the guidelines in ASC 740, Income Taxes. ASC 740 requires companies to estimate the annual effective tax rate for current year ordinary income. The relationship between our income tax provision or benefit and our pretax book income or loss can vary significantly from period to period considering, among other factors, the overall level of pretax book income or loss and changes in the blend of jurisdictional income or loss that is taxed at different rates and changes in valuation allowances. The income tax benefit of $0.1 million and $0.7 million the three months and six months ended June 30, 2022, respectively, was primarily attributable to our German operations. We incurred no income tax benefit or provision for the three months and six months ended June 30, 2021. Any income tax benefit associated with the pre-tax loss for the three months and six months ended June 30, 2022, resulting primarily from the U.S. jurisdiction, is offset by a full valuation allowance.

In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Based upon the analysis of federal and state deferred tax balances, future tax projections and availability of taxable income in the carryback period, we recorded a full valuation allowance against the federal and state deferred tax assets as of June 30, 2022 and December 31, 2021.

The Company is subject to the provisions of ASC Subtopic 740-10, Accounting for Uncertainty in Income Taxes. This standard establishes consistent thresholds as it relates to accounting for income taxes. It defines the threshold for recognizing the benefits of tax return positions in the financial statements as more-likely-than-not to be sustained by the relevant taxing authority and requires measurement of a tax position meeting the more-likely-than- not criterion, based on the largest benefit that is more than 50% likely to be realized. If upon performance of an assessment pursuant to this subtopic, management determines that uncertainties in tax positions exist that do not meet the minimum threshold for recognition of the related tax benefit, a liability is recorded in the condensed consolidated financial statements. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits as a component of income tax expense. We do not have material unrecognized tax benefits for uncertain tax positions.


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Heliogen, Inc.
Notes to the Condensed Consolidated Financial Statements

7.    Share-Based Compensation
The Heliogen, Inc. 2021 Equity Incentive Plan aims to incentivize employees, directors and consultants who render services to the Company through the granting of stock awards, including options, SARs, restricted stock awards, RSU awards, performance awards, and other stock-based awards.

During the three and six months ended June 30, 2022, we granted 1,245,291 and 2,110,615 RSU awards, respectively, at a weighted average grant date fair value per share of $3.76 and $4.27, respectively.
Our total share-based compensation expense, including the affected line on the Condensed Consolidated Statements of Operations and Comprehensive Loss, is as follows:
$ in thousandsThree Months Ended June 30,Six Months Ended June 30,
Operating expense classification
2022202120222021
Selling, general, and administrative
$10,445 $235 $21,653 $383 
Research and development
1,079 118 2,853 181 
Total share-based compensation expense
$11,524 $353 $24,506 $564 

8.    Loss Per Share
Basic and diluted losses per share (“EPS”) were as follows:
Three Months Ended June 30,Six Months Ended June 30,
$ in thousands, except per share and share data2022202120222021
Numerator
Net loss
$(20,217)$(56,333)$(79,185)$(60,389)
Denominator
Weighted-average common shares outstanding188,351,584 10,623,517 186,162,907 10,195,971 
Weighted-average impact of warrants(1)
1,830,890  960,830  
Denominator for basic EPS – weighted-average shares
190,182,474 10,623,517 187,123,737 10,195,971 
Effect of dilutive securities
    
Denominator for diluted EPS – weighted-average shares
190,182,474 10,623,517 187,123,737 10,195,971 
EPS – Basic
$(0.11)$(5.30)$(0.42)$(5.92)
EPS – Diluted
$(0.11)$(5.30)$(0.42)$(5.92)
________________
(1)Warrants that have a $0.01 exercise price are assumed to be exercised when vested because common shares issued for little consideration upon exercise of these warrants are included in outstanding shares for the purposes of computing basic and diluted EPS.


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Heliogen, Inc.
Notes to the Condensed Consolidated Financial Statements

The following securities were excluded from the calculation of EPS as their impact would be anti-dilutive:
Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
Stock options33,796,188 32,908,260 33,796,188 32,908,260 
Unvested restricted stock units6,082,050  6,082,050  
Restricted shares issued upon the early exercise of unvested options217,060 1,406,910 217,060 1,406,910 
Unvested warrants2,594,902  2,594,902  
Vested warrants8,566,656 229,841 8,566,656 229,841 
Preferred stock warrants, on an “as converted” basis 381,306  381,306 
Convertible preferred shares, on an “as converted” basis (1)
 121,038,967  121,038,967 
________________

(1)    For the three and six months ended June 30, 2021, there were 117,886,982 convertible preferred shares outstanding.

9.    Related Party Transactions
Idealab
The Chief Executive Officer of our Company also serves as the chairman of the board of directors of Idealab, a California Corporation (“Idealab”). Idealab, a minority owner of Heliogen’s outstanding voting stock through its wholly owned subsidiary, Idealab Holdings, LLC, is a party to a lease with the Company and provides various services through service agreements which include accounting, human resources, legal, information technology, marketing, public relations, and certain other operational support and executive advisory services. All expenses or amounts paid to Idealab pursuant to these agreements are reported within selling, general, and administrative (“SG&A”) in the Condensed Consolidated Statements of Operations and Comprehensive Loss.
The amounts charged to us or reimbursed by us under these agreements were as follows:
Three Months Ended June 30,Six Months Ended June 30,
$ in thousands2022202120222021
Administrative services provided by Idealab
$169 $464 $303 $752 
In May 2021, Heliogen sub-leased a portion of its office space in Pasadena, CA to Idealab for a term of seven years. The sub-lease has an initial annual base rent of approximately $150,000 and contains a 3% per annum escalation clause. The sub-lease is subject to termination by either party upon six months prior written notice. Concurrently with the parties’ entering into the sub-lease agreement, Idealab and Heliogen also entered into certain property management and shared facilities staffing agreements, which provide that Heliogen pays Idealab approximately $3,000 per month for building management services and approximately $13,000 per month for shared facilities staff and services (with proportional reimbursement of salaries). Such agreements are subject to termination right by either party with 90 days prior written notice. For the three and six months ended June 30, 2022, we recognized $8,000 and $47,000 in rental revenue, respectively, reported within other expense (income), net in our Condensed Consolidated Statements of Operations and Comprehensive Loss.
10.    Commitments and Contingencies
We are involved in various claims and lawsuits arising in the normal course of business, including proceedings involving tort and other general liability claims, and other miscellaneous claims. We recognize a liability when we believe the loss is probable and reasonably estimable. We currently believe that the ultimate outcome of such lawsuits and

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Heliogen, Inc.
Notes to the Condensed Consolidated Financial Statements

proceedings will not, individually or in the aggregate, have a material effect on our condensed consolidated financial statements as of and for the six months ended June 30, 2022.

Although we cannot predict the outcome of legal or other proceedings with certainty, when it is probable that a loss has been incurred and the amount is reasonably estimable, U.S. GAAP requires us to accrue an estimate of the probable loss or range of loss or make a statement that such an estimate cannot be made. We follow a thorough process in which we seek to estimate the reasonably possible loss or range of loss, and only if we are unable to make such an estimate do we conclude and disclose that an estimate cannot be made. Accordingly, unless otherwise indicated below in our discussion of legal proceedings, a reasonably possible loss or range of loss associated with any individual legal proceeding cannot be estimated.

On August 30, 2021, the Company's predecessor, Athena, received a litigation demand letter (the “Class Vote Demand”) on behalf of Athena’s stockholder FWD LKNG GDD Irrevocable Trust. The Class Vote Demand alleged that Athena violated Section 242(b)(2) of the Delaware General Corporation Law (the “DGCL”) by not requiring separate class votes for holders of the Athena Class A and Class B Common Stock in connection with certain aspects of the business combination between Athena and Heliogen. According to the Class Vote Demand, a class vote was required under Section 242(b)(2) because consideration to the stockholders of Heliogen was to be paid in newly issued common stock, following elimination of the Class B Common Stock. While such separate class vote is not required pursuant to Section 242(b)(2) of the DGCL, Athena concluded that such separate class vote was advisable to prevent disruption to the proposed transaction with Heliogen, and to avoid the delay and expense of potential litigation and amended its Form S-4 Registration Statement to reflect that change. On January 20, 2022, the stockholders’ counsel asserted entitlement to an award of attorneys’ fees to reflect the benefit it purportedly obtained for all Athena stockholders. This matter was resolved in March 2022 with final settlement paid in April 2022 and no material impact to our financial condition or results of operations.

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Heliogen, Inc.
Notes to the Condensed Consolidated Financial Statements



11.    Accumulated Other Comprehensive Loss (“AOCL”)

Changes in AOCL, net of tax, by component
$ in thousandsChanges in fair value on investment securitiesAccumulated foreign currency translation adjustmentsTotal
Balance at December 31, 2021
$(17)$13 $(4)
Other comprehensive loss adjustments before reclassifications(663)(324)(987)
Amounts reclassified from AOCL157