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Commitments and Contingencies
9 Months Ended
Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
Litigation - In conjunction with the Business Combination (Note C), the Company entered into a settlement agreement with a RONI shareholder related to certain disclosures made in the registration statement filed by RONI for the Business Combination. The settlement amount did not have a material effect on the Consolidated Balance Sheets of the Company.
Asset Retirement Obligation - The Company’s valuation of the asset retirement obligation related to the Demonstration Plant encompasses an estimate for the cost to restore the site as required by lease terms.
The following table reconciles the beginning value of the Company's asset retirement obligation liability to its ending balance for each period presented in the Consolidated Statements of Operations and Comprehensive Loss:
Period from July 1 – September 30, 2023 (Successor)Three Months Ended September 30, 2022 (Predecessor)Period from June 8 – September 30, 2023 (Successor)Period from January 1 – June 7, 2023 (Predecessor)Nine Months Ended September 30, 2022 (Predecessor)
Asset retirement obligation, beginning of period$1,977 $2,308 $1,977 $2,416 $— 
Obligation incurred— — — — 2,201 
Periodic accretion expense41 54 41 102 161 
Asset retirement obligation, end of period$2,018 $2,362 $2,018 $2,518 $2,362 
Unconditional Purchase Obligations - The Company has committed to purchase industrial components for installation at its Demonstration Plant. The Company pays for these components in installments related to contractual milestones specified by the counterparty. In accordance with ASC Topic 440 - Commitments ("ASC 440"), the Company does not recognize the commitment on its Consolidated Balance Sheets. Upon invoicing, the Company reclassifies current period
installment payments to accounts payable and proportionally increases its construction in progress account. The Company expects to recognize the gross value of its existing asset purchase commitments during the current fiscal year.
The following table presents the Company’s material, unrecognized purchase obligations:
CommitmentConsideration TypeGross CommitmentPeriod from June 8 - September 30, 2023 (Successor)Period from January 1 - June 7, 2023 (Predecessor)Prior Predecessor PeriodsRemaining Commitment
Asset Purchase CommitmentCash$4,700 $— $1,168 $— $3,532 
Original JDA and Amended and Restated JDACash70,000 2,867 3,121 2,211 61,801 
Original JDA and Amended and Restated JDAShare-Based70,000 3,585 3,902 2,765 59,748 
Total$144,700 $6,452 $8,191 $4,976 $125,081 
JDA - On February 3, 2022, the Company entered into the Original JDA with affiliates of Baker Hughes Energy Services LLC, which is a shareholder (collectively “BHES”). The Original JDA's counterparties subsequently amended the agreement's terms on June 30, 2022 and December 13, 2022 (the "Amended and Restated JDA"). The Amended and Restated JDA represents a contract that engages BHES to invest in, develop and deploy the NET Power Cycle in collaboration with the Company. The Amended and Restated JDA entitles BHES to payments of cash and equity in exchange for services related to the development and commercialization of the technology. Expenses incurred under the terms of the Amended and Restated JDA are invoiced quarterly. The Company records the measurement of services provided by BHES within Research and development on the Consolidated Statement of Operations and Comprehensive Loss.
The Company does not recognize the commitment related to the Amended and Restated JDA on its balance sheet in accordance with ASC 440's guidance. Upon receipt of an invoice, the Company accrues for the current period billing in Accounts payable and records the related operating expense and compensation expense. The Company expects to recognize the gross value of its commitments under the Amended and Restated JDA by January, 2027.
Prior to the Business Combination, the Company used membership interests to compensate BHES for its services under the Amended and Restated JDA (Note L). After the Business Combination, the Company uses Class A OpCo Units and corresponding quantities of Class B Common Stock to compensate BHES for its services under the Amended and Restated JDA (Note L).
The following table presents the costs associated with the JDA's:
Period fromPeriod from
July 1 – September 30, 2023 (Successor)July 1 – September 30, 2022 (Predecessor)June 8 – September 30, 2023 (Successor)January 1 – June 7, 2023 (Predecessor)January 1 – September 30, 2022 (Predecessor)
Cash expense$2,748 $578 $2,867 $3,121 $1,256 
Plus: Membership Interests Issued— 723 — 3,902 6,934 
Plus: Class A OpCo Units Issued3,436 — 3,585 — — 
Plus: BHES Bonus Share expense819 2,688 6,010 4,690 1,570 
Total research and development attributable to JDA$7,003 $3,989 $12,462 $11,713 $9,760 
Prior to June 8, 2023 (Successor), the Company recorded costs incurred under the Amended and Restated JDA within Research and development - related party on the Consolidated Statement of Operations and Comprehensive Loss because an affiliate of BHES served on the Company's Board of Directors. Subsequent to the Business Combination, neither BHES nor its affiliates occupy seats on the Company's Board of Directors; therefore, BHES no longer qualifies as a related party.