Cover Page
Cover Page - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 14, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-38598 | ||
Entity Registrant Name | BLOOM ENERGY CORP | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 77-0565408 | ||
Entity Address, Address Line One | 4353 North First Street | ||
Entity Address, City or Town | San Jose | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 95134 | ||
City Area Code | 408 | ||
Local Phone Number | 543-1500 | ||
Title of 12(b) Security | Class A Common Stock, $0.0001 par value | ||
Trading Symbol | BE | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2.3 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement for the 2023 Annual Meeting of Stockholders (the “2023 Proxy Statement”) are incorporated into Part III of this Annual Report on Form 10-K. The 2023 Proxy Statement will be filed with the U.S. Securities and Exchange Commission (“SEC”) within 120 days after the registrant’s year ended December 31, 2022. | ||
Entity Central Index Key | 0001664703 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 190,405,579 | ||
Class B common stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 15,690,518 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Firm ID | 34 |
Auditor Name | Deloitte & Touche LLP |
Auditor Location | San Jose, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Current assets: | |||
Cash and cash equivalents | [1] | $ 348,498 | $ 396,035 |
Restricted cash | [1] | 51,515 | 92,540 |
Accounts receivable less allowance for doubtful accounts of $119 as of December 31, 2022 and 2021 | [1] | 250,995 | 87,789 |
Contract assets | 46,727 | 25,201 | |
Inventories | [1] | 268,394 | 143,370 |
Deferred cost of revenue | 46,191 | 25,040 | |
Customer financing receivable | [1] | 0 | 5,784 |
Prepaid expense and other current assets | [1] | 43,643 | 30,661 |
Total current assets | 1,055,963 | 806,420 | |
Property, plant and equipment, net | [1] | 600,414 | 604,106 |
Operating lease right-of-use assets | [1] | 126,955 | 106,660 |
Customer financing receivable | [1] | 0 | 39,484 |
Restricted cash | [1] | 118,353 | 126,539 |
Deferred cost of revenue | 4,737 | 1,289 | |
Other long-term assets | [1] | 40,205 | 41,073 |
Total assets | 1,946,627 | 1,725,571 | |
Current liabilities: | |||
Accounts Payable, Current | [1] | 161,770 | 72,967 |
Accrued warranty | 17,332 | 11,746 | |
Accrued expenses and other current liabilities | [1] | 144,183 | 114,138 |
Deferred revenue and customer deposits | [1] | 159,048 | 89,975 |
Operating lease liabilities | [1] | 16,227 | 13,101 |
Financing obligations | 17,363 | 14,721 | |
Recourse debt | 12,716 | 8,348 | |
Non-recourse debt | [1] | 13,307 | 17,483 |
Total current liabilities | 541,946 | 342,479 | |
Deferred revenue And customer deposits | [1] | 56,392 | 90,310 |
Operating lease liabilities | [1] | 132,363 | 106,187 |
Financing obligations | 442,063 | 461,900 | |
Recourse debt | 273,076 | 283,483 | |
Non-recourse debt | [1] | 112,480 | 217,416 |
Other long-term liabilities | 9,491 | 16,772 | |
Total liabilities | 1,567,811 | 1,518,547 | |
Commitments and contingencies (Note 13) | |||
Redeemable convertible preferred stock, Series A: 10,000,000 shares authorized; no shares and 10,000,000 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively. | 0 | 208,551 | |
Redeemable noncontrolling interest | 0 | 300 | |
Stockholders’ equity (deficit) : | |||
Common stock: $0.0001 par value; Class A shares - 600,000,000 shares authorized, and 189,864,722 shares and 160,627,544 shares issued and outstanding and Class B shares - 600,000,000 shares authorized and 15,799,968 shares and 15,832,863 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively. | 20 | 18 | |
Additional paid-in capital | 3,906,491 | 3,219,081 | |
Accumulated other comprehensive loss | (1,251) | (350) | |
Accumulated deficit | (3,564,483) | (3,263,075) | |
Total stockholders’ equity (deficit) attributable to Class A and Class B common stockholders | 340,777 | (44,326) | |
Noncontrolling interest | 38,039 | 42,499 | |
Total stockholders’ equity (deficit) | 378,816 | (1,827) | |
Total liabilities, redeemable convertible preferred stock, redeemable noncontrolling interest and stockholders’ equity (deficit) | $ 1,946,627 | $ 1,725,571 | |
[1] We have variable interest entities related to PPAs (see Note 11 - Portfolio F inancing s ) and joint venture in the Republic of Korea (see Note 17 - SK ecoplant Strategic Investment ), which represent a portion of the consolidated balances recorded within these financial statement line items in the consolidated balance sheets. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Allowance for doubtful accounts | $ 119 | $ 119 |
Preferred stock, par or stated (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (in shares) | 20,000,000 | 10,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Series A preferred | ||
Redeemable convertible preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 |
Redeemable convertible preferred stock, issued (in shares) | 0 | 10,000,000 |
Redeemable convertible preferred stock, outstanding (in shares) | 0 | 10,000,000 |
Preferred stock, authorized (in shares) | 10,000,000 | |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 600,000,000 | 600,000,000 |
Common stock, issued (in shares) | 189,864,722 | 160,627,544 |
Common stock, outstanding (in shares) | 189,864,722 | 160,627,544 |
Class B common stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 600,000,000 | 600,000,000 |
Common stock, issued (in shares) | 15,799,968 | 15,832,863 |
Common stock, outstanding (in shares) | 15,799,968 | 15,832,863 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Total revenue | $ 1,199,125 | $ 972,176 | $ 794,247 |
Cost of revenue | 1,050,837 | 774,595 | 628,454 |
Gross profit | 148,288 | 197,581 | 165,793 |
Operating expenses: | |||
Research and development | 150,606 | 103,396 | 83,577 |
Sales and marketing | 90,934 | 86,499 | 55,916 |
General and administrative | 167,740 | 122,188 | 107,085 |
Total operating expenses | 409,280 | 312,083 | 246,578 |
Loss from operations | (260,992) | (114,502) | (80,785) |
Interest income | 3,887 | 262 | 1,475 |
Interest expense | (53,493) | (69,025) | (76,276) |
Interest expense - related parties | 0 | 0 | (2,513) |
Loss on extinguishment of debt | (8,955) | 0 | (12,878) |
Other income (expense), net | 4,998 | (8,139) | (8,318) |
Gain (loss) on revaluation of embedded derivatives | 566 | (919) | 464 |
Loss before income taxes | (313,989) | (192,323) | (178,831) |
Provision for income tax | 1,097 | 1,046 | 256 |
Net loss | (315,086) | (193,369) | (179,087) |
Less: Net loss attributable to noncontrolling interest | (13,378) | (28,896) | (21,513) |
Net loss attributable to Class A and Class B common stockholders | (301,708) | (164,473) | (157,574) |
Less: Net loss attributable to redeemable noncontrolling interest | (300) | (28) | (21) |
Net loss before portion attributable to redeemable noncontrolling interest and noncontrolling interest | $ (301,408) | $ (164,445) | $ (157,553) |
Net loss per share attributable to Class A and Class B common stockholders, basic (in dollars per share) | $ (1.62) | $ (0.95) | $ (1.14) |
Net loss per share attributable to Class A and Class B common stockholders, diluted (in dollars per share) | $ (1.62) | $ (0.95) | $ (1.14) |
Weighted average shares used to compute net loss per share available to Class A and Class B common stockholders, basic (in shares) | 185,907 | 173,438 | 138,722 |
Weighted average shares used to compute net loss per share available to Class A and Class B common stockholders, diluted (in shares) | 185,907 | 173,438 | 138,722 |
Product | |||
Total revenue | $ 880,664 | $ 663,512 | $ 518,633 |
Cost of revenue | 616,178 | 471,654 | 332,724 |
Installation | |||
Total revenue | 92,120 | 96,059 | 101,887 |
Cost of revenue | 104,111 | 110,214 | 116,542 |
Service | |||
Total revenue | 150,954 | 144,184 | 109,633 |
Cost of revenue | 168,491 | 148,286 | 132,329 |
Electricity | |||
Total revenue | 75,387 | 68,421 | 64,094 |
Cost of revenue | $ 162,057 | $ 44,441 | $ 46,859 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (315,086) | $ (193,369) | $ (179,087) |
Other comprehensive loss, net of taxes: | |||
Unrealized loss on available-for-sale securities | 0 | 0 | (23) |
Change in derivative instruments designated and qualifying as cash flow hedges | 0 | 15,243 | (6,896) |
Foreign currency translation adjustment | (794) | (595) | 0 |
Other comprehensive (loss) income, net of taxes | (794) | 14,648 | (6,919) |
Comprehensive loss | (315,880) | (178,721) | (186,006) |
Less: Comprehensive loss attributable to noncontrolling interest | (13,271) | (13,907) | (28,404) |
Comprehensive loss attributable to Class A and Class B common stockholders | (302,609) | (164,814) | (157,602) |
Less: Comprehensive loss attributable to redeemable noncontrolling interest | (300) | (28) | (21) |
Comprehensive loss before portion attributable to redeemable noncontrolling interest and noncontrolling interest | $ (302,309) | $ (164,786) | $ (157,581) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Cumulative effect upon adoption of new accounting standard | Total equity (deficit) attributable to Class A and Class B common stockholders | Total equity (deficit) attributable to Class A and Class B common stockholders Cumulative effect upon adoption of new accounting standard | Class A and Class B Common Stock | Additional Paid-In Capital | Additional Paid-In Capital Cumulative effect upon adoption of new accounting standard | Accumulated Other Comprehensive Loss | Accumulated Deficit | Accumulated Deficit Cumulative effect upon adoption of new accounting standard | Noncontrolling Interest | |
Accounting Standards Update [Extensible List] | Accounting Standards Update 2020-06 | |||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 121,036,289 | |||||||||||
Beginning balance at Dec. 31, 2019 | $ (168,303) | $ (259,594) | $ 12 | $ 2,686,759 | $ 19 | $ (2,946,384) | $ 91,291 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Conversion of Notes (in shares) | 35,881,250 | |||||||||||
Conversion of Notes | 300,852 | 300,852 | $ 4 | 300,848 | ||||||||
Issuance of convertible notes | 126,799 | 126,799 | 126,799 | |||||||||
Adjustment of embedded derivative for debt modification | (24,071) | (24,071) | (24,071) | |||||||||
Issuance of restricted stock awards (in shares) | 7,806,038 | |||||||||||
Issuance of restricted stock awards | 1 | 1 | $ 1 | |||||||||
ESPP purchase (in shares) | 1,937,825 | |||||||||||
ESPP purchase | 8,499 | 8,499 | 8,499 | |||||||||
Exercise of stock options (in shares) | 1,341,324 | |||||||||||
Exercise of stock options | 14,988 | 14,988 | 14,988 | |||||||||
Stock-based compensation | 68,931 | 68,931 | 68,931 | |||||||||
Unrealized loss on available-for-sale securities | (23) | (23) | (23) | |||||||||
Change in effective portion of interest rate swap agreement | (6,896) | (5) | (5) | (6,891) | ||||||||
Distributions and payments to noncontrolling interests | (7,205) | (7,205) | ||||||||||
Contributions from noncontrolling interest | 6,513 | 6,513 | ||||||||||
Net income (loss) | [1] | (179,066) | (157,553) | (157,553) | (21,513) | |||||||
Ending balance (in shares) at Dec. 31, 2020 | 168,002,726 | |||||||||||
Ending balance at Dec. 31, 2020 | 141,019 | $ (121,491) | 78,824 | $ (121,491) | $ 17 | 3,182,753 | $ (126,799) | (9) | (3,103,937) | $ 5,308 | 62,195 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Issuance of restricted stock awards (in shares) | 3,052,012 | |||||||||||
ESPP purchase (in shares) | 1,945,305 | |||||||||||
ESPP purchase | 10,045 | 10,045 | 10,045 | |||||||||
Exercise of stock options (in shares) | 3,460,364 | |||||||||||
Exercise of stock options | 79,745 | 79,745 | $ 1 | 79,744 | ||||||||
Stock-based compensation | 73,338 | 73,338 | 73,338 | |||||||||
Unrealized loss on available-for-sale securities | 0 | |||||||||||
Change in effective portion of interest rate swap agreement | 15,243 | 15,243 | ||||||||||
Distributions and payments to noncontrolling interests | (5,789) | (5,789) | ||||||||||
Foreign currency translation adjustment | (596) | (342) | (341) | (1) | (254) | |||||||
Net income (loss) | [2] | (193,341) | (164,445) | (164,445) | (28,896) | |||||||
Ending balance (in shares) at Dec. 31, 2021 | 176,460,407 | |||||||||||
Ending balance at Dec. 31, 2021 | (1,827) | (44,326) | $ 18 | 3,219,081 | (350) | (3,263,075) | 42,499 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Conversion of redeemable convertible preferred stock to Class A Common Stock (in shares) | 10,000,000 | |||||||||||
Conversion of redeemable convertible preferred stock to Class A Common Stock | 208,551 | 208,551 | $ 1 | 208,550 | ||||||||
Issuance of restricted stock awards (in shares) | 2,957,215 | |||||||||||
ESPP purchase (in shares) | 759,744 | |||||||||||
ESPP purchase | 11,600 | 11,600 | 11,600 | |||||||||
Exercise of stock options (in shares) | 537,324 | |||||||||||
Exercise of stock options | 3,679 | 3,679 | 3,679 | |||||||||
Stock-based compensation | 112,722 | 112,722 | 112,722 | |||||||||
Unrealized loss on available-for-sale securities | 0 | |||||||||||
Distributions and payments to noncontrolling interests | (6,854) | (500) | (500) | (6,354) | ||||||||
Contributions from noncontrolling interest | 2,815 | 2,815 | ||||||||||
Public share offering (in shares) | 14,950,000 | |||||||||||
Public share offering (Note 1) | 371,527 | 371,527 | $ 1 | 371,526 | ||||||||
Forward contract to purchase Class A Common Stock (Note 5) | 4,183 | 4,183 | 4,183 | |||||||||
Buyout of noncontrolling interest (Note 11) | (12,000) | (24,350) | (24,350) | 12,350 | ||||||||
Foreign currency translation adjustment | (794) | (901) | (901) | 107 | ||||||||
Net income (loss) | [3] | (314,786) | (301,408) | (301,408) | (13,378) | |||||||
Ending balance (in shares) at Dec. 31, 2022 | 205,664,690 | |||||||||||
Ending balance at Dec. 31, 2022 | $ 378,816 | $ 340,777 | $ 20 | $ 3,906,491 | $ (1,251) | $ (3,564,483) | $ 38,039 | |||||
[1] 3 Excludes $21 attributable to redeemable noncontrolling interest. Note: Beginning redeemable NCI of $443 - distributions to redeemable noncontrolling interests of $45 - Net loss attributable to redeemable NCI of $21 = Ending redeemable NCI of $377. 2 Excludes $28 attributable to redeemable noncontrolling interest. Note: Beginning redeemable NCI of $377 - distributions to redeemable noncontrolling interests of $49 - Net loss attributable to redeemable NCI of $28 = Ending redeemable NCI of $300. 1 Excludes $300 attributable to redeemable noncontrolling interest. Note: Beginning redeemable NCI of $300 - Net loss attributable to redeemable NCI of $300 = Ending redeemable NCI of Nil. |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Deficit) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | |||
Net loss attributable to redeemable NCI | $ 300 | $ 28 | $ 21 |
Redeemable noncontrolling interest | $ 0 | 300 | 377 |
Distributions to redeemable noncontrolling interests | $ 49 | $ 45 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net loss | $ (315,086) | $ (193,369) | $ (179,087) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 61,608 | 53,454 | 52,279 |
Non-cash lease expense | 20,155 | 9,708 | 5,328 |
Write-off of assets related to PPA IIIa and PPA IV | 113,514 | 0 | 0 |
Revaluation of derivative contracts | (9,583) | 17,532 | (497) |
Stock-based compensation expense | 112,259 | 73,274 | 73,893 |
Gain on remeasurement of investment | 0 | (1,966) | 0 |
Contingent consideration remeasurement | 0 | (3,623) | 0 |
Interest expense on interest rate swap settlement | 0 | (641) | 0 |
Loss on extinguishment of debt | 8,955 | 0 | 11,785 |
Amortization of warrants and debt issuance costs | 3,032 | 3,797 | 6,455 |
Unrealized foreign currency exchange loss (gain) | (3,267) | 77 | 19 |
Other | 3,532 | 0 | 4,346 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (162,864) | 8,608 | (61,702) |
Contract assets | (21,525) | (21,874) | 0 |
Inventories | (124,878) | (885) | (33,004) |
Deferred cost of revenue | (24,282) | 17,567 | 19,910 |
Customer financing receivable | 2,510 | 5,428 | 5,159 |
Prepaid expenses and other current assets | (17,590) | 1,520 | (3,124) |
Other long-term assets | (2,617) | (2,854) | 2,904 |
Operating lease right-of-use assets and operating lease liabilities | 3,016 | (12,953) | (2,855) |
Financing lease liabilities | 896 | 1,142 | 0 |
Accounts payable | 86,498 | 13,017 | (622) |
Accrued warranty | 5,586 | 1,481 | (241) |
Accrued expenses and other current liabilities | 43,243 | (2,144) | 17,753 |
Deferred revenue and customer deposits | 35,156 | (22,677) | (12,972) |
Other long-term liabilities | (9,991) | (4,300) | (4,523) |
Net cash used in operating activities | (191,723) | (60,681) | (98,796) |
Cash flows from investing activities: | |||
Purchase of property, plant and equipment | (116,823) | (49,810) | (37,913) |
Net cash acquired from step acquisition | 0 | 3,114 | 0 |
Net cash used in investing activities | (116,823) | (46,696) | (37,913) |
Cash flows from financing activities: | |||
Proceeds from issuance of debt | 0 | 135,989 | 300,000 |
Proceeds from issuance of debt to related parties | 0 | 0 | 30,000 |
Repayment of debt of PPA IIIa and PPA IV | (100,705) | 0 | 0 |
Repayment of debt | (19,881) | (123,374) | (176,522) |
Repayment of debt - related parties | 0 | 0 | (2,105) |
Make-whole payment related to PPA IIIa and PPA IV debt | (6,553) | 0 | 0 |
Debt issuance costs | 0 | (1,950) | (13,247) |
Proceeds from financing obligations | 3,261 | 16,849 | 26,279 |
Repayment of financing obligations | (35,543) | (13,642) | (10,756) |
Contributions from noncontrolling interest | 2,815 | 0 | 6,513 |
Distributions to redeemable noncontrolling interests | 0 | (49) | (45) |
Distributions and payments to noncontrolling interests | (6,854) | (5,789) | (7,577) |
Purchase of noncontrolling interest of PPA IV and PPA V | (12,000) | 0 | 0 |
Proceeds from issuance of common stock | 15,279 | 89,790 | 23,491 |
Proceeds from issuance of redeemable convertible preferred stock, net | 0 | 208,551 | 0 |
Proceeds from Class A common share offering | 385,396 | 0 | 0 |
Public share offering costs | (13,775) | 0 | 0 |
Other | (76) | 0 | 0 |
Net cash provided by financing activities | 211,364 | 306,375 | 176,031 |
Effect of exchange rate changes on cash, cash equivalent and restricted cash | 434 | (594) | 0 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (96,748) | 198,404 | 39,322 |
Beginning of period | 615,114 | 416,710 | 377,388 |
End of period | 518,366 | 615,114 | 416,710 |
Supplemental disclosure of cash flow information: | |||
Cash paid during the period for interest | 48,980 | 68,739 | 71,651 |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from operating leases | 14,001 | 17,416 | 2,855 |
Operating cash flows from financing leases | 1,085 | 878 | 61 |
Cash paid during the period for income taxes | 1,439 | 576 | 371 |
Non-cash investing and financing activities: | |||
Increase in recourse debt, non-current upon adoption of ASU 2020-06, net | 0 | 121,491 | 0 |
Liabilities recorded for property, plant and equipment | 10,988 | 6,095 | 7,175 |
Operating lease liabilities arising from obtaining right-of-use assets upon adoption of new lease guidance | 0 | 0 | 39,775 |
Transfer from customer financing receivable to property, plant and equipment | 42,758 | 0 | 0 |
Forward contract to purchase Class A Common Stock (Note 5) | 4,183 | 0 | 0 |
Conversion of Series A Redeemable Convertible Preferred Stock to Class A Common Stock | 208,551 | 0 | 0 |
Recognition of operating lease right-of-use asset during the year-to-date period | 36,402 | 82,802 | 12,829 |
Recognition of financing lease right-of-use asset during the year-to-date period | 896 | 2,210 | 385 |
Conversion of 10% convertible promissory notes into Class A common stock | 0 | 0 | 252,797 |
Conversion of 10% convertible promissory notes to related party into Class A common stock | 0 | 0 | 50,800 |
Accrued interest for notes | 0 | 0 | 1,298 |
Adjustment of embedded derivative related to debt extinguishment | $ 0 | $ 0 | $ 24,071 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - Convertible promissory notes - Convertible Promissory Notes Interest Rate 10% Due December 2021 | Dec. 31, 2021 |
Interest Rate | 10% |
Affiliated entity | |
Interest Rate | 10% |
Nature of Business, Liquidity a
Nature of Business, Liquidity and Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business, Liquidity and Basis of Presentation | Nature of Business, Liquidity and Basis of Presentation Nature of Business We design, manufacture, sell and, in certain cases, install solid-oxide fuel cell systems (“Energy Servers”) for on-site power generation. Our Energy Servers utilize an innovative fuel cell technology and provide efficient energy generation with reduced operating costs and lower greenhouse gas emissions as compared to conventional fossil fuel generation. By generating power where it is consumed, our energy producing systems offer increased electrical reliability and improved energy security, while providing a path to energy independence. The corporate headquarters is located in San Jose, California. In March 2020 the World Health Organization declared COVID-19 a pandemic. Throughout 2020 and into 2022, many variants of the virus arose. We are still assessing the impact COVID-19 and related variants (together, “COVID-19”) may have on our business, but there can be no assurance that this analysis will enable us to avoid part or all of any impact from the spread of COVID-19 or its consequences. The extent to which the COVID-19 pandemic and global efforts to contain its spread will impact our operations will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of the pandemic and the actions taken to contain or treat the COVID-19 pandemic. We continue to monitor and adjust as appropriate our operations in response to the COVID-19 pandemic. There have been a number of supply chain disruptions throughout the global supply chain as countries are in various stages of opening up and demand for certain components increases. Although we were able to find alternatives for many component shortages, we experienced some delays and cost increases with respect to container shortages, ocean shipping and air freight. As a result of the war in Ukraine after invasion by the Russian Federation on February 24, 2022, various nations, including the United States, have instituted economic sanctions and other responsive measures, which have resulted in an increased level of global economic and political uncertainty and overall geopolitical instability. The impacts of sanctions and other measures being imposed have not had a material impact to the consolidated results of operations. However, a significant escalation or expansion of the Ukraine war’s current scope and associated global economic disruption could have a negative effect on our business. Additionally, supply chain disruptions and logistical challenges due to the war in Ukraine and any indirect effects thereof are expected to further complicate existing supply chain constraints, which could adversely affect profitability. To date, we have not experienced any supply chain disruptions as a result of the war in Ukraine. Given the evolving nature of the war in Ukraine, and the related sanctions, potential governmental actions, and economic impact, the scope and magnitude of any such potential effects remain uncertain. While we may experience negative impacts on our business, financial condition, and consolidated results of operations, we are unable to estimate the ultimate extent or nature of these impacts at this time. Seasonal Trends and Economic Incentives Our business and results of financial operations are not subject to industry-specific seasonal fluctuations. The desirability of our solution can be impacted by the availability and value of various governmental, regulatory and tax-based incentives which may change over time. Liquidity We have generally incurred operating losses and negative cash flows from operations since our inception. With the series of new debt offerings, debt extensions and conversions to equity that we completed during 2020 and 2021, we had $285.8 million of total outstanding recourse debt as of December 31, 2022, $273.1 million of which is classified as long-term debt. Our recourse debt scheduled repayments commenced in June 2022. On October 23, 2021, we entered into a Securities Purchase Agreement (the “SPA”) with SK ecoplant Co., Ltd. (formerly known as SK Engineering and Construction Co., Ltd.) (“SK ecoplant”) in connection with a strategic partnership. Pursuant to the SPA, on December 29, 2021, SK ecoplant purchased 10,000,000 shares of Bloom Energy zero coupon, non- voting Series A redeemable convertible preferred stock (“RCPS”), par value $0.0001 per share, at a purchase price of $25.50 per share, for an aggregate purchase price of $255.0 million, including an option to purchase additional Class A common stock. On August 10, 2022, pursuant to the SPA, SK ecoplant notified us of its intent to exercise its option to purchase additional shares of our Class A common stock, pursuant to a Second Tranche Exercise Notice (as defined in the SPA). It elected to purchase 13,491,701 shares (the “Second Tranche Shares”) at a purchase price of $23.05 per share, calculated as a 15% premium to the volume-weighted average closing price of the 20 consecutive trading day period immediately preceding the exercise of the option (see Note 5 - Fair Value ). The aggregate purchase price approximates cash proceeds to be received by us of $311.0 million, net of related incremental direct costs of $0.1 million. The closing of this purchase (the “Second Closing Date”) was expected to be the latter of the parties receiving clearance from the U.S. Department of Justice and the Federal Trade Commission of the purchase under the Hart-Scott-Rodino Antitrust Improvements Act of 1974 (the “HSR”), as amended (which was October 7, 2022), and December 6, 2022. On December 6, 2022, SK ecoplant and Bloom mutually agreed to delay the Second Closing Date until March 31, 2023, unless an earlier date is mutually agreed upon, and subject to and assuming the satisfaction of applicable regulatory clearance. We stipulated that if filing for HSR approval is required, in no event it can be filed later than March 31, 2023. For more information about the SPA, please see Note 17 - SK ecoplant Strategic Investment , and for more information about our joint venture with SK ecoplant, please see Note 12 - Related Party Transactions . In November 2021, PPA V, our remaining Power Purchase Agreement (“PPA”) entity, entered into $136.0 million, 3.04% Senior Secured Notes due June 30, 2031, which replaced the LIBOR + 2.5% Term Loan due December 2021. On August 19, 2022, we completed an underwritten public offering (the “Offering”), pursuant to which we issued and sold 13,000,000 shares of Class A common stock at price of $26.00 per share. As a part of the Offering, the underwriters were provided a 30-day option to purchase an additional 1,950,000 shares of our Class A common stock at the same price, less underwriting discounts and commissions, which was exercised contemporaneously with the Offering. The aggregate net proceeds received by us from the Offering were $371.5 million after deducting underwriting discounts and commissions of $16.5 million and incremental costs directly attributable to the Offering of $0.7 million. Our future capital requirements will depend on many factors, including our rate of revenue growth, the timing and extent of spending on research and development efforts and other business initiatives, the rate of growth in the volume of system builds and the need for additional manufacturing space, the expansion of sales and marketing activities both in domestic and international markets, market acceptance of our product, our ability to secure financing for customer use of our Energy Servers, the timing of installations, and overall economic conditions including the impact of COVID-19 and inflationary pressure in the US on our ongoing and future operations. The rising interest rate environment in the US has and will continue to adversely impact the cost of new capital deployment. In the opinion of management, the combination of our existing cash and cash equivalents and operating cash flows is expected to be sufficient to meet our operational and capital cash flow requirements and other cash flow needs for the next 12 months from the date of issuance of this Annual Report on Form 10-K. Inflation Reduction Act of 2022 – New and Expanded Production and Tax Credits for Manufacturers and Projects to Support Clean Energy On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (the “IRA”). The IRA contains provisions which we expect will have a significant impact on the development and financing of clean energy projects in the United States. The IRA includes the extension and expansion of the Investment Tax Credit (“ITC”) and Production Tax Credit (“PTC”) and the addition of expanded tax credits for other technologies and for manufacturing of clean energy equipment as well as terms allowing parties to more easily monetize the tax credits. The IRA also includes some targeted bonus credit incentives intended to encourage development in low-income communities, the use of domestically produced materials, and compliance with certain labor-related requirements. The IRA contains several credits and incentive provisions that may be relevant to us, which we have summarized below: • Section 48 – ITC, which provides a tax credit based on capital investment in a variety of renewable and conventional energy technologies to incentivize investment in new energy resources and more efficient use of fuel, including fuel cell technology; • Section 48C – Qualified Advanced Energy Project (reenacted), which provides an ITC through a competitive application process administered through the Department of Energy equal to 6% or 30% of the investment with respect to advanced energy projects; • Section 45V – Clean Hydrogen, which provides a PTC of up to $3 per kg of qualified clean hydrogen over a 10-year credit period for the production of qualified clean hydrogen at a qualified facility in the US; and • Section 45Q – Carbon Capture Sequestration, which provides a credit ranging from $12-$17 or $60-$85 per metric ton based on the amount of carbon oxides captured from a qualified facility over a 12-year period We believe that the programs and credits included in the IRA align well with our business model and could provide significant benefits with respect to incentivizing the purchase of our current product offerings and technologies. In particular, the new PTC for qualified clean hydrogen and credit for carbon capture could result in increased demand for commercial solutions to hydrogen production technology and carbon capture, including our solid oxide fuel-cell based electrolyzer and energy server. As Treasury has not yet issued guidance on several of the provisions that applicable to our business, we continue to assess the impact. At the time of IRA implementation in August 2022, some of our existing contracts contemplated price adjustments due to changes to ITC rate at the inception of the contracts. As a result, we recognized $8.7 million in product revenue and $1.3 million in installation revenue for the year ended December 31, 2022, due to a change in variable considerations for energy servers placed in service during the eligible periods from such existing contracts. Basis of Presentation We have prepared the consolidated financial statements included herein pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”), and as permitted by those rules, including all disclosures required by generally accepted accounting principles as applied in the United States (“U.S. GAAP”). Certain prior period amounts have been reclassified to conform to the current period presentation. Principles of Consolidation These consolidated financial statements reflect our accounts and operations and those of our subsidiaries in which we have a controlling financial interest. We use a qualitative approach in assessing the consolidation requirement for our variable interest entity (“VIEs”), which we refer to as a tax equity partnership (each such VIE, also referred to as our power purchase agreement PPA Entity) and a joint venture in the Republic of Korea (“Korea JV”). This approach focuses on determining whether we have the power to direct those activities of the PPA Entity and the Korea JV that most significantly affect their economic performance and whether we have the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the PPA Entity and the Korea JV. For all periods presented, we have determined that we are the primary beneficiary in all of our operational PPA Entity and the Korea JV, as discussed in Note 11 - Portfolio Financings and Note 17 - SK ecoplant Strategic Investment , respectively. We evaluate our relationships with the PPA Entity and the Korea JV on an ongoing basis to ensure that we continue to be the primary beneficiary. All intercompany transactions and balances have been eliminated upon consolidation. The sale of an operating company with a portfolio of PPAs in which we do not have an equity interest is called a “Third-Party PPA.” We have determined that, although these entities are VIEs, we do not have the power to direct those activities of the Third-Party PPAs that most significantly affect their economic performance. We also do not have the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the Third-Party PPAs. Because we are not the primary beneficiary of these activities, we do not consolidate Third-Party PPAs. Business Combinations Acquisitions of a business are accounted by using the acquisition method of accounting. Assets acquired and liabilities assumed, including amounts attributed to noncontrolling interests, are recorded at the acquisition date at their fair values. Assigning fair values requires us to make significant estimates and assumptions regarding the fair value of identifiable intangible assets, property, plant and equipment, deferred tax asset valuation allowances and liabilities, such as uncertain tax positions and contingencies. We may refine these estimates if necessary over a period not to exceed one year by taking into consideration new information that, if known at the acquisition date, would have affected the fair values ascribed to the assets acquired and liabilities assumed. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. The most significant estimates include the determination of the stand-alone selling price, including material rights estimates, inventory valuation, specifically excess and obsolescence provisions for obsolete or unsellable inventory and, in relation to property, plant and equipment (specifically Energy Servers), assumptions relating to economic useful lives and impairment assessments. Other accounting estimates include variable consideration relating to product performance guaranties, lease and non-lease components and related financing obligations such as incremental borrowing rates, estimated output, efficiency and residual value of the Energy Servers, product performance warranties and guaranties and extended maintenance, derivative valuations, estimates for recapture of the U.S. Investment Tax Credit (“ITC”) and similar federal tax benefits, estimates relating to contractual indemnities provisions, estimates for income taxes and deferred tax asset valuation allowances, stock-based compensation expense and estimates of fair value of preferred stock and equity and non-equity items in relation to the SK ecoplant strategic investment. In addition, certain of such estimates could require further judgment or modification and therefore carry a higher degree of variability and volatility. Actual results could differ materially from these estimates under different assumptions and conditions. Concentration of Risk Geographic Risk - The majority of our revenue for the year ended December 31, 2022 was attributable to operations in the Republic of Korea, and for the years ended December 31, 2021 and 2020 - to operations in the United States. A major portion of our long-lived assets is attributable to operations in the United States for all periods presented. In addition to shipments in the US and the Republic of Korea, we also ship our Energy Servers to other countries, primarily to Japan and India (the markets of the Republic of Korea, Japan and India, collectively referred to as the “Asia Pacific region”). In the years ended December 31, 2022, 2021 and 2020, total revenue in the Asia Pacific region was 44%, 38% and 35%, respectively, of our total revenue. Credit Risk - At December 31, 2022, and 2021, one customer, accounted for approximately 75% and 60% of accounts receivable, respectively. To date, we have not experienced any credit losses. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Revenue Recognition We primarily earn product and installation revenue from the sale and installation of our Energy Servers, service revenue by providing services under operations and maintenance services contracts, and electricity revenue by selling electricity to customers under PPAs and Managed Services Agreements (as defined below). We offer our customers several ways to finance their use of a Bloom Energy Server. Customers, including some of our international channel providers and Third Party PPAs, may choose to purchase our Energy Servers outright. Customers may also enter into contracts with us for the purchase of electricity generated by our Energy Servers (a “Managed Services Agreement”), which is then financed through one of our financing partners (“Managed Services Financings”), or as a traditional lease. Finally, customers may purchase electricity through our PPA Entities (“Portfolio Financings”). Revenue Recognition under ASC 606 Revenue from Contracts with Customers In applying Accounting Standards Codification 606, Revenue from Contracts with Customers, revenue is recognized by following a five-step process: Identify the contract(s) with a customer. Evidence of a contract generally consists of an agreement, or a purchase order issued pursuant to the terms and conditions of a distributor, reseller, purchase, use and maintenance agreement, maintenance services agreements or energy supply agreement. Identify the performance obligations in the contract. Performance obligations are identified in our contracts and primarily include transferring control of an Energy Server, installation of Energy Servers, providing maintenance services and maintenance services renewal options which, in certain situations, provide customers with material rights. Determine the transaction price. The purchase price stated in an agreed-upon purchase order or contract is generally representative of the transaction price. When determining the transaction price, we consider the effects of any variable consideration, which include performance guarantees that may be payable to our customers. Allocate the transaction price to the performance obligations in the contract. The transaction price in a contract is allocated based upon the relative standalone selling price of each distinct performance obligation identified in the contract. Recognize revenue when (or as) we satisfy a performance obligation. We satisfy performance obligations either over time or at a point in time as discussed in further detail below. Revenue is recognized at the time the related performance obligation is satisfied by transferring control of the promised products or services to a customer. We sometimes combine contracts governing the sale and installation of an Energy Server with the related maintenance services contracts and account for them as a single contract at contract inception to the extent the contracts are with the same customer. These contracts are not combined when the customer for the sale and installation of the Energy Server is different to the maintenance services contract customer. We also assess whether any contract terms including default provisions, put or call options result in components of our contracts being accounted for as financing or leasing transactions outside of the scope of ASC 606. Most of our contracts contain performance obligations with a combination of our Energy Server product, installation and maintenance services. For these performance obligations, we allocate the total transaction price to each performance obligation based on the relative standalone selling price. Our maintenance services contracts are typically subject to renewal by customers on an annual basis. We assess these maintenance services renewal options at contract inception to determine whether they provide customers with material rights that give rise to separate performance obligations. The total transaction price is determined based on the total consideration specified in the contract, including variable consideration in the form of a performance guaranty payment that represents potential amounts payable to customers. The expected value method is generally used when estimating variable consideration, which typically reduces the total transaction price due to the nature of the performance obligations to which the variable consideration relates. These estimates reflect our historical experience and current contractual requirements which cap the maximum amount that may be paid. The expected value method requires judgment and considers multiple factors that may vary over time depending upon the unique facts and circumstances related to each performance obligation. Depending on the facts and circumstances, a change in variable consideration estimate will either be accounted for at the contract level or using the portfolio method. We exclude from the transaction price all taxes assessed by governmental authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers. Accordingly, such tax amounts are not included as a component of net sales or cost of sales. These tax amounts are recorded in cost of electricity revenue, cost of service revenue, and general and administrative operating expenses. We allocate the transaction price to each distinct performance obligation based on relative standalone selling prices. Given that we typically sell an Energy Server together with the related installation and maintenance services, standalone selling prices are not directly observable. We estimate standalone selling prices by using a cost-plus approach. Costs relating to Energy Servers include all direct and indirect manufacturing costs, applicable overhead costs and costs for normal production inefficiencies (i.e., variances). We then apply a margin to the Energy Servers based on our Company’s pricing strategy. As our business offerings and eligibility for the ITC evolve over time, we may be required to modify the expected margin in subsequent periods and our revenue could be materially affected. Costs relating to installation include all direct and indirect installation costs. The margin we apply reflects our profit objectives relating to installation. Costs for maintenance services arrangements are estimated over the life of the maintenance contracts and include estimated future material costs and non-material costs. Material costs over the period of the service arrangement are impacted significantly by the longevity of the fuel cells themselves. We apply a lower margin to our total service costs than to our Energy Servers as it best reflects our long-term service margin expectations and comparable historical industry service margins. We generally recognize product and installation revenue at a point in time that the customer obtains control of the Energy Server. For certain instances, control of the installations is transferred to the customer over time, and the related revenue is recognized over time as the performance obligation is satisfied using the cost-to-cost (percentage-of-completion) method. We use an input measure of progress to determine the amount of revenue to be recognized during each reporting period. We recognize maintenance services revenue, including revenue associated with any related customer material rights, over time as we perform service maintenance activities. Amounts billed to customers for shipping and handling activities are considered contract fulfillment activities and not a separate performance obligation of the contract. Shipping and handling costs are recorded within cost of revenue. The following is a description of the principal activities from which we generate revenue. Our four revenue streams are classified as follows: Product Revenue - All of our product revenue is generated from the sale of our Energy Servers to direct purchase customers, including financing partners on Third-Party PPAs and sale-and-leaseback transactions, and international channel providers. We generally recognize product revenue from contracts with customers at the point that control is transferred to the customers. This occurs when we achieve customer acceptance, which depending on the contract terms is when the system is shipped and delivered to our customers, when the system is shipped and delivered and is physically ready for startup and commissioning, or when the system is shipped and delivered and is turned on and producing power. Under our traditional lease financing option, we sell our Energy Servers through a direct sale to a financing partner who, in turn, leases the Energy Servers to the customer under a lease agreement. With our sales to our international channel providers, our international channel providers typically sell the Energy Servers to, or sometimes provide a PPA to, an end customer. In both traditional lease and international channel providers transactions, we contract directly with the end customer to provide extended maintenance services after the end of the standard warranty period. As a result, since the customer that purchases the server is a different and unrelated party to the customer that purchases extended warranty services, the product and maintenance services contract are not combined. Installation Revenue - Nearly all of our installation revenue relates to the installation of Energy Servers sold to customers as part of a direct purchase and to financing parties as part of a traditional lease or Portfolio Financing. Generally, we recognize installation revenue when the system is physically ready for startup and commissioning, or when the system is turned on and producing power. For instances when control for installation services is transferred over time, we use an input measure of progress to determine the amount of revenue to recognize during each reporting period based on the costs incurred to satisfy the performance obligation. Payments received from customers are recorded within deferred revenue and customer deposits in the consolidated balance sheets until control is transferred. The related cost of such product and installation is also deferred as a component of deferred cost of revenue in the consolidated balance sheets until control is transferred. Service Revenue - Service revenue is generated from maintenance services agreements. As part of our initial contract with customers for the sale and installation of our Energy Servers, we typically provide a standard one-year warranty which covers defects in materials and workmanship and manufacturing or performance conditions under normal use and service for the first year following commencement of operations. As part of this standard first-year warranty, we also monitor the operations of the underlying systems and provide output and efficiency guaranties. We have determined that this standard first-year warranty is a distinct performance obligation - being a promise to stand-ready to maintain the Energy Servers when and if required during the first year following installation. We also sell to our customers extended annual maintenance services that effectively extend the standard first-year warranty coverage at the customer’s option. These customers generally have an option to renew or cancel the extended maintenance services on an annual basis and nearly every customer has renewed historically. Similar to the standard first-year warranty, the optional extended annual maintenance services are considered a distinct performance obligation – being a promise to stand-ready to maintain the Energy Servers when and if required during the renewal service year. Given our customers’ renewal history, we anticipate that most of them will continue to renew their maintenance services agreements each year for the period of their expected use of the Energy Server. The contractual renewal price may be less than the standalone selling price of the maintenance services and consequently the contract renewal option may provide the customer with a material right. We estimate the standalone selling price for customer renewal options that give rise to material rights using the practical alternative by reference to optional maintenance services renewal periods expected to be provided and the corresponding expected consideration for these services. This reflects the fact that our additional performance obligations in any contractual renewal period are consistent with the services provided under the standard first-year warranty. Where we have determined that a customer has a material right as a result of their contract renewal option, we recognize that portion of the transaction price allocated to the material right over the period in which such rights are exercised. Payments from customers for the extended maintenance contracts are generally received at the beginning of each service year. Accordingly, the customer payment received is recorded as a customer deposit and revenue is recognized over the related service period as the services are performed. Electricity Revenue - We sell electricity produced by our Energy Servers owned directly by us or by our consolidated PPA Entities. Our PPA Entities purchase Energy Servers from us and sell electricity produced by these systems to customers through long-term PPAs. Customers are required to purchase all of the electricity produced by those Energy Servers at agreed-upon rates over the course of the PPAs’ contractual term. In addition, in certain Managed Services Financings pursuant to which we are party to a Managed Services Agreement with a customer in a sale-leaseback-sublease arrangement, we may recognize electricity revenue. We first determine whether the Energy Servers under the sale-leaseback arrangement of a Managed Services Financing were “integral equipment.” As the Energy Servers were determined not to be integral equipment, we determine if the leaseback was classified as a financing lease or an operating lease. We adopted ASC 842, Leases (“ASC 842”), with effect from January 1, 2020. Managed Services Financings entered prior to June 30, 2021, were accounted as failed sale-and-leaseback transactions because some financing agreements included repurchase option which prevented the transfer of control of the systems to the financier. Additionally, some of our leaseback agreements with financiers did not meet the criteria of operating leases that resulted in failed sale-and-leaseback transactions. We also determined that the sub-lease arrangements under the Managed Services Agreements with the customer are not within the scope of ASC 842 because the customer does not have the right to control the use of the underlying assets (i.e., the Energy Servers). Accordingly, such agreements are accounted for under ASC 606. Under ASC 606, we recognize customer payments for electricity as electricity revenue. The transition guidance associated with ASC 842 also permitted certain practical expedients. We elected the practical expedient, which allowed us to carryforward certain aspects of our historical lease accounting under ASC 840 for leases that commenced before the effective date, including not to reassess (i) whether any expired or existing contracts are or contain leases, (ii) lease classification for any expired or existing leases, and (iii) initial direct costs for any existing leases. We also elected the practical expedient to not separate non-lease and lease components and instead account for them as a single lease component for all classes of underlying assets. Lastly, for all classes of underlying assets, we elected to adopt an accounting policy for which we will not record on our consolidated balance sheets leases whose terms are 12 months or less. Instead, these lease payments are recognized in profit or loss on a straight-line basis over the lease term. During the second half of fiscal 2021 and 2022, we completed several successful sale-and-lease back transactions in which we transferred control of the Energy Server to the financier and leased it back as an operating lease to provide electricity to the end customer. In order for the transaction to meet the criteria for sale-leaseback accounting, control of the Energy Servers must transfer to the financier, which requires, among other criteria, the leaseback to meet the criteria for an operating lease in accordance with ASC 842. Accordingly, for such transactions where control transfers and the leaseback is classified as an operating lease, the proceeds from the sale to the financier are recognized as revenue based on the fair value of the Energy Servers sold and are allocated between Product Revenue and Installation Revenue based on the relative standalone selling prices. We recognize a lease liability for the Energy Server leaseback obligation based on the present value of the future payments to the financier that are attributed to the Energy Server leaseback using our incremental borrowing rate. We also record a right-of-use asset, which is amortized over the term of the leaseback, and is included as a cost of electricity revenue on the consolidated statements of operations. For certain sale-leaseback transactions, we receive proceeds from the financier in excess of the fair value of the Energy Servers in order to finance our ongoing costs associated with the operation of the Energy Servers during the term of the end customer agreement to provide electricity. Such proceeds are recognized as a financing obligation. We allocate payments we are obligated to make under the leaseback agreement with the financier between the lease liability and the financing obligation based on the proportion of the financing obligation to the total proceeds to be received. We recognize revenue from the satisfaction of performance obligations under our PPAs and Managed Services Financings to provide electricity to our end customers as the electricity is provided over the term of the agreement in the amount invoiced, which reflects the amount of consideration to which we have the right to invoice and which corresponds to the value transferred under such arrangements. Modifications Contract modifications are accounted for as separate contracts if the additional products and services are distinct and priced at standalone selling prices. If the additional products and services are distinct, but not priced at standalone selling prices, the modification is treated as a termination of the existing contract and the creation of a new contract. If the additional products and services are not distinct within the context of the contract, the modification is combined with the original contract and either an increase or decrease in revenue is recognized on the modification date. Deferred Revenue We recognize a contract liability (referred to as deferred revenue in our consolidated financial statements) when we have an obligation to transfer products or services to a customer in advance of us satisfying a performance obligation and the contract liability is reduced as performance obligations are satisfied and revenue is recognized. The related cost of such product is deferred as a component of deferred cost of revenue in the consolidated balance sheets. Prior to shipment of the product or the commencement of performance of maintenance services, any prepayment made by the customer is recorded as a customer deposit. Deferred revenue related to material rights for options to renew are recognized in revenue over the maintenance services period. A description of the principal activities from which we recognize cost of revenues associated with each of our revenue streams are classified as follows: Cost of Product Revenue - Cost of product revenue consists of costs of our Energy Servers that we sell to direct purchase, including financing partners on Third-Party PPAs, international channel providers and traditional lease customers. It includes costs paid to our materials suppliers, direct labor, manufacturing and other overhead costs, shipping costs, provisions for excess and obsolete inventory and the depreciation costs of our equipment. For Energy Servers sold to customers pending installation, we provide warranty reserves as a part of product costs for the period from transfer of control of Energy Servers to commencement of operations. Cost of Installation Revenue - Cost of installation revenue primarily consists of the costs to install our Energy Servers that we sell to direct purchase, including financing partners on Third-Party PPAs and traditional lease customers. It includes cost of materials and service providers, personnel costs, shipping costs and allocated costs. Cost of Service Revenue - Cost of service revenue consists of costs incurred under maintenance service contracts for all customers. It includes personnel costs for our customer support organization, certain allocated costs, and extended maintenance-related product repair and replacement costs. Cost of Electricity Revenue - Cost of electricity revenue primarily consists of the depreciation of the cost of the Energy Servers owned by us or the consolidated PPA Entities. The cost of electricity revenue is generally recognized over the term of the Managed Services Agreement or customer’s PPA contract. Revenue Recognized from Portfolio Financings Through PPA Entities (See Note 11 - Portfolio Financings In 2010, we began selling our Energy Servers to tax equity partnerships in which we held an equity interest as a managing member, or a PPA Entity. The investors in a PPA Entity contribute cash to the PPA Entity in exchange for an equity interest, which then allows the PPA Entity to purchase the Operating Company and the Energy Servers. The cash contributions held are classified as short-term or long-term restricted cash according to the terms of each PPA Entity’s governing documents. As we identified customers, the Operating Company entered into a PPA with the customer pursuant to which the customer agreed to purchase the power generated by one or more Energy Servers at a specified rate per kilowatt hour for a specified term, which can range from 10 to 21 years. The Operating Company, wholly owned by the PPA Entity, typically entered into a maintenance services agreement with us following the first year of service to extend the standard one-year performance warranties and guaranties. This intercompany arrangement is eliminated on consolidation. Those PPAs that qualify as leases are classified as either sales-type leases or operating leases and those that do not qualify as leases are classified as tariff agreements or revenue arrangements with customers. For arrangements classified as operating leases, tariff agreements, or revenue arrangements with customers, income is recognized as contractual amounts are due when the electricity is generated and presented within electricity revenue on the consolidated statements of operations. In June 2022 and November 2022, we completed the repowering of PPA IIIa and PPA IV, respectively. Please refer to Note 11 - Portfolio Financings for details. Sales-type Leases - Certain Portfolio Financings with PPA Entities entered into prior to our adoption of ASC 842 qualified as sales-type leases in accordance with ASC 840. The classification for such arrangements were carried over and accounted for as sales-type leases under ASC 842. As the Portfolio Financings through PPA Entities entered into prior to our adoption of ASC 842 contain a lease, the consideration received is allocated between the lease elements (lease of property and related executory costs) and non-lease elements (other products and services, excluding any derivatives) based on relative fair value. Lease elements include the leased system and the related executory costs (i.e. installation of the system, electricity generated by the system, maintenance costs). Non-lease elements include service, fuel and interest related to the leased systems. Service revenue is recognized over the term of the PPA as electricity is generated. For those transactions that contain a lease, the interest component related to the leased system is recognized as interest revenue over the life of the lease term. The customer has the option to purchase the Energy Servers at the then fair market value at the end of the PPA contract term. Service revenue related to sales-typ e leases of $0.4 million, $2.3 million and $2.3 million for the years ended December 31, 2022, 2021 and 2020, respectively, is included in service revenue in the consolidated statements of operations. We have not entered into any new Portfolio Financing arrangements through PPA Entities during the last three years. Operating Leases - Certain Portfolio Financings with PPA Entities entered into prior to the adoption of ASC 842 that were deemed leases in substance but did not meet the criteria of sales-type leases or direct financing leases in accordance with ASC 840, were accounted for as operating leases. The classification for such arrangements were carried over and accounted for as operating leases under ASC 842. Revenue under these arrangements is recognized as electricity sales and service revenue and is provided to the customer at rates specified under the PPAs. During the years ended December 31, 2022, 2021 and 2020, revenue from electricity sales from these Portfolio Financings with PPA Entities amounted to $25.9 million, $28.6 million and $27.7 million, respectively. During the years ended December 31, 2022, 2021 and 2020, service revenue amounted to $13.1 million, $14.6 million, and $13.8 million, respectively. Investment Tax Credits - Through December 31, 2016, our Energy Servers were eligible for federal ITCs that accrued to eligible property under Internal Revenue Code Section 48. Under our Portfolio Financings with PPA Entities, ITCs are primarily passed through to Equity Investors with approximately 1% to 10% of incentives received by us. These incentives are accounted for by using the flow-through method. On February 9, 2018, the U.S. Congress passed legislation to extend the federal ITCs for fuel cell systems applicable retroactively to January 1, 2017. On December 21, 2020, the U.S. Congress passed legislation to extend the federal ITCs at a rate of 26% for a further two years. The ITC program has operational criteria for the first five years after the qualified equipment is placed in service. If the qualified energy property is disposed of or otherwise ceases to be investment credit property before the close of the five-year recapture period is fulfilled, it could result in a partial reduction of the federal tax incentives. No recapture has occurred during the years ended December 31, 2022 and 2021. On August 7, 2022, the U.S. Senate passed the IRA under the fiscal year 2022 budget reconciliation instructions. On August 16, 2022, the IRA was signed into law. This new bill became the U.S. federal government’s largest-ever investment to fight climate change. The IRA includes numerous investments in climate protection, among them the extension and expansion of the ITC and the Production Tax Credit, the addition of expanded tax credits for other technologies and for manufacturing of clean energy equipment, as well as terms allowing parties to more easily monetize the tax credits. The IRA contains a two-tiered credit-amount structure for many applicable tax credits. Specifically, many of the credits have a lower base credit amount that can be increased up to five times if the taxpayer can satisfy applicable prevailing wage or apprenticeship requirements. The IRA also creates certain bonus tax credit amounts relevant to Bloom products placed in service in 2023 and 2024, available by satisfying domestic content criteria and/or locating within an “energy community,” as defined by the IRA. The IRA also creates tax credit for the production of hydrogen and carbon capture. By implementing the IRA, the government aims to make an impact on energy markets so that cleaner options are more affordable to consumers. On August 16, 2022, the IRA enacted provisions to enable our Energy Servers being qualified for 30% or more ITCs. If a contract consideration subject to changes due to the underlying ITC rate assumption changes, we will consider such potential ITC benefit changes as a variable consideration and will generally estimate the variable consideration by using the most likely amount method. When recognizing revenue, we will constrain the estimate of variable consideration to an amount that is not probable of a significant revenue reversal. Recapture of Federal Tax Incentives, Including the Investment Tax Credit Our Energy Servers are eligible for federal ITCs that accrued to qualified property under Internal Revenue Code Section 48 when placed into service. However, the ITC program has operational criteria that extend for five years. If the energy property is disposed of or otherwise ceases to be qualified investment credit property before the close of the five year recapture period is fulfilled, it could result in a partial reduction of the ITC. Our sale of Energy Servers to PPA Entities and pursuant to Third-Party PPAs, in each case pursuant to a Portfolio Financing, generates ITCs benefiting the third party owners of the PPA Entities or tax equity partnerships (the tax equity partnership purchaser, an “Investment Company”) and, therefore, the third party owners of the PPA Entities or Investment Companies, as the case may be, bear the risk of recapture if the assets placed in service do not meet the ITC operational criteria in the future. Warranty Costs We generally warrant our products sold to our customers, international channel providers, and financing parties for the first year following the date of acceptance of the Energy Servers. This standard warranty covers defects in materials, workmanship and manufacturing or performance conditions under normal use and service conditions for the first year following acceptance or for the optional extended annual maintenance services period. We recognize warranty costs for those contracts that are considered to be assurance-type warranties and consequently do not give rise to performance obligations or for those maintenance service contracts that were previously in the scope of ASC 605-20-25, Separately Priced Extended Warranty and Product Maintenance Contracts . In addition, as part of our standard one-year warranty and Managed Services Agreements obligations, we monitor the operations of the underlying systems and provide output and efficiency guaranties (collectively “product performance guaranties”). If the Energy Servers run at a lower efficiency or power output than we committed under our performance warranty or guaranty, we will reimburse the customer for this underperformance. Our performance obligation includes ensuring the Energy Server operates at least at the efficiency and/or power output levels set forth in the customer agreement. Our aggregate reimbursement obligation for a performance guaranty for each customer is capped based on the purchase price of the underlying Energy Server. Product performance guaranty payments are accounted for as a reduction in service revenue. We accrue for performance guaranties based on the estimated amounts reimbursable at each reporting period and recognize the costs as a reduction to revenue. Shipping and Handling Costs We generally record costs related to shipping and handling in cost of product revenue, cost of installation revenue and cost of service as they are incurred. Sales and Utility Taxes We recognize revenue on a net basis for taxes charged to our customers and collected on behalf of the taxing authorities. Operating Expenses Advertising and Promotion Costs - Expenses related to advertising and promotion of products are charged to sales and marketing expense as incurred. We did not incur any material advertising or promotion expenses during the years ended December 31, 2022 and 2021. Research and Development - We conduct internally funded research and development activities to improve anticipated product performance and reduce product life-cycle costs. Research and development costs are expensed as incurred and include salaries and expenses related to employees conducting research and development. Stock-Based Compensation - We account for stock options, restricted stock units (“RSUs”) and performance-based stock units (“PSUs”) awarded to employees and non-employee directors under the provisions of ASC 718, Compensation-Stock Compensation . Stock-based compensation costs for options are measured using the Black-Scholes valuation model. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Contract Balances The following table provides information about accounts receivables, contract assets, customer deposits and deferred revenue from contracts with customers (in thousands): December 31, 2022 2021 Accounts receivable $ 250,995 $ 87,788 Contract assets 46,727 25,201 Customer deposits 121,085 64,809 Deferred revenue 94,355 115,476 Contract assets relate to contracts for which revenue is recognized upon transfer of control of performance obligations, however billing milestones have not been reached. Customer deposits and deferred revenue are payments received from customers or invoiced amounts prior to transfer of controls of performance obligations. Customer deposits include $24.6 million related to transactions with SK ecoplant and refundable fees received from customers. Contract assets and contract liabilities are reported in a net position on an individual contract basis at the end of each reporting period. Contract assets are classified as current in the consolidated balance sheet when both the milestones other than the passage of time are expected to be complete and the customer is invoiced within one year of the balance sheet date, and as long-term when both the above-mentioned milestones are expected to be complete, and the customer is invoiced more than one year out from the balance sheet date. Contract liabilities are classified as current in the consolidated balance sheet when the revenue recognition associated with the related customer payments and invoicing is expected to occur within one year of the balance sheet date and as long-term when the revenue recognition associated with the related customer payments and invoicing is expected to occur in more than one year from the balance sheet date. Contract Assets Years Ended 2022 2021 Beginning balance $ 25,201 $ 3,327 Transferred to accounts receivable from contract assets recognized at the beginning of the period (20,250) (1,198) Revenue recognized and not billed as of the end of the period 41,776 23,072 Ending balance $ 46,727 $ 25,201 Deferred Revenue Deferred revenue activity, including deferred incentive revenue activity, during the years ended December 31, 2022 and 2021 consisted of the following (in thousands): Years Ended 2022 2021 Beginning balance $ 115,476 $ 135,578 Additions 1,001,404 916,604 Revenue recognized (1,022,525) (936,706) Ending balance $ 94,355 $ 115,476 Deferred revenue is equivalent to the total transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied, as of the end of the period. The significant component of deferred revenue at the end of the period consists of performance obligations relating to the provision of maintenance services under current contracts and future renewal periods. Some of these obligations provide customers with material rights over a period that we estimate will be largely commensurate with the period of their expected use of the associated Energy Server. As a result, we expect to recognize these amounts as revenue over a period of up to 21 years, predominantly on a relative standalone selling price basis that reflects the cost of providing these services. Deferred revenue also includes performance obligations relating to product acceptance and installation. A significant amount of this deferred revenue is reflected as additions and revenue recognized in the same 12-month period, and a portion of this deferred revenue is expected to be recognized beyond 12-month period mainly due to deployment schedules. We do not disclose the value of the unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. Disaggregated Revenue We disaggregate revenue from contracts with customers into four revenue categories: product, installation, services and electricity (in thousands): Years Ended 2022 2021 2020 Revenue from contracts with customers: Product revenue $ 880,664 $ 663,512 $ 518,633 Installation revenue 92,120 96,059 101,887 Services revenue 150,954 144,184 109,633 Electricity revenue 11,608 3,103 1,071 Total revenue from contract with customers 1,135,346 906,858 731,224 Revenue from contracts that contain leases: Electricity revenue 63,779 65,318 63,023 Total revenue $ 1,199,125 $ 972,176 $ 794,247 |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Financial Instruments | Financial Instruments Cash, Cash Equivalents and Restricted Cash The carrying values of cash, cash equivalents and restricted cash approximate fair values and were as follows (in thousands): December 31, 2022 2021 As Held: Cash $ 226,463 $ 318,080 Money market funds 291,903 297,034 $ 518,366 $ 615,114 As Reported: Cash and cash equivalents $ 348,498 $ 396,035 Restricted cash 169,868 219,079 $ 518,366 $ 615,114 Restricted cash consisted of the following (in thousands): December 31, 2022 2021 Current: Restricted cash $ 50,965 $ 89,462 Restricted cash related to PPA Entities 1 550 3,078 51,515 92,540 Non-current: Restricted cash 110,353 103,300 Restricted cash related to PPA Entities 1 8,000 23,239 118,353 126,539 $ 169,868 $ 219,079 1 We have VIEs related to PPAs that represent a portion of the consolidated balances recorded within the “ restricted cash ” and other financial statement line items in the consolidated balance sheets (see Note 11 - Portfolio Financings ). In addition, the restricted cash held in the PPA II and PPA IIIb entities as of December 31, 2022, includes $40.6 million and $1.2 million of current restricted cash, respectively, and $28.5 million and $6.7 million of non-current restricted cash, respectively. The restricted cash held in the PPA II and PPA IIIb entities as of December 31, 2021, includes $41.7 million and $1.2 million of current restricted cash, respectively, and $57.7 million and $6.7 million of non-current restricted cash, respectively. These entities are not considered VIEs. Factoring Arrangements We sell certain customer trade receivables on a non-recourse basis under factoring arrangements with our designated financial institution. These transactions are accounted for as sales and cash proceeds are included in cash used in operating activities. We derecognized $283.3 million and $116.3 million of accounts receivable during the years ended December 31, 2022 and 2021, respectively. The cost of factoring such accounts receivable on our consolidated statements of operations for the year ended December 31, 2022 was $4.0 million. The cost of factoring such accounts receivable on our consolidated statements of operations for the year ended December 31, 2021 was not material. The cost of factoring is recorded in general and administrative expenses. |
Fair Value
Fair Value | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value Our accounting policy for the fair value measurement of cash equivalents is described in Note 2 - Summary of Significant Accounting Policies . Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis The tables below set forth, by level, our financial assets that are accounted for at fair value for the respective periods. The table does not include assets and liabilities that are measured at historical cost or any basis other than fair value (in thousands): Fair Value Measured at Reporting Date Using December 31, 2022 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 291,903 $ — $ — $ 291,903 $ 291,903 $ — $ — $ 291,903 Liabilities Derivatives: Embedded EPP derivatives — — 5,895 5,895 $ — $ — $ 5,895 $ 5,895 Fair Value Measured at Reporting Date Using December 31, 2021 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 297,034 $ — $ — $ 297,034 $ 297,034 $ — $ — $ 297,034 Liabilities Derivatives: Option to acquire a variable number of shares of Class A Common Stock $ — $ 13,200 $ — $ 13,200 Embedded EPP derivatives — — 6,461 $ 6,461 $ — $ 13,200 $ 6,461 $ 19,661 Money Market Funds - Money market funds are valued using quoted market prices for identical securities and are therefore classified as Level 1 financial assets. Option to Acquire a Variable Number of Shares of Class A Common Stock - We estimated the fair value of SK ecoplant’s option to acquire a variable number of shares of Class A common stock (the “Option”) using a Monte Carlo simulation model using a stochastic volatility parameter, which is calibrated and considers the observable implied volatility, the stock price of our Class A Common Stock and market interest rates. As the fair value is determined based on observable inputs, the Option to acquire a variable number of shares of Class A common stock is classified as a Level 2 financial liability. The fair value of the Option was reflected in accrued expenses and other current liabilities in our consolidated balance sheet as of December 31, 2021. SK ecoplant Notice to Exercise the Option to Acquire a Variable Number of Shares of Class A Common Stock - On August 10, 2022, pursuant to the SPA, SK ecoplant notified us of its intent to exercise its option to purchase additional shares of our Class A common stock, pursuant to a Second Tranche Exercise Notice (as defined in the SPA), and it elected to purchase 13,491,701 shares at a purchase price of $23.05 per share. Upon receipt of SK ecoplant’s notice the Option was no longer accounted for as liability. Please refer to Note 17 - SK ecoplant Strategic Investment for details. Natural Gas Fixed Price Forward Contracts - Our natural gas fixed price forward contracts were valued using a combination of factors including the counterparty’s credit rating and estimates of future natural gas prices. The leveling of each financial instrument is reassessed at the end of each period and is based on pricing information received from third-party pricing sources. As of December 31, 2021, our remaining natural gas fixed price forward contracts had no fair value. In March 2022, these contracts expired. As of December 31, 2022, we did not have any natural gas fixed price forward contracts. The following table provides the number and fair value of our natural gas fixed price forward contracts (in thousands): December 31, 2022 December 31, 2021 Number of Contracts (MMBTU) ² Fair Number of Fair Liabilities ¹: Natural gas fixed price forward contracts (not under hedging relationships) — $ — 88 $ — ¹ Recorded in current liabilities and derivative liabilities in the consolidated balance sheets. ² One MMBTU is a traditional unit of energy used to describe the heat value (energy content) of fuels. For the years ended December 31, 2022, 2021 and 2020, we recognized no unrealized gain/loss, an unrealized gain of $1.1 million and an unrealized loss of $0.1 million, respectively. We realized no gain/loss, gains of $1.5 million, and gains of $4.5 million for the years ended December 31, 2022, 2021 and 2020, respectively, on the settlement of these contracts in cost of revenue on our consolidated statements of operations. Embedded Escalation Protection Plan Derivative Liability in Sales Contracts - We estimate the fair value of the embedded EPP derivatives in certain sales contracts using a Monte Carlo simulation model, which considers various potential electricity price curves over the sales contracts’ terms. We use historical grid prices and available forecasts of future electricity prices to estimate future electricity prices. We have classified these derivatives as a Level 3 financial liability. For the years ended December 31, 2022, 2021 and 2020 we recorded the fair value of the embedded EPP derivatives with no material unrealized gains or losses recorded in either of the three years ended December 31, 2022, 2021 and 2020 in our consolidated statements of operations. Natural Embedded EPP Derivative Liability Total Liabilities at December 31, 2020 $ 2,574 $ 5,542 $ 8,116 Changes in fair value (2,574) 919 (1,655) Liabilities at December 31, 2021 — 6,461 6,461 Changes in fair value — (566) (566) Liabilities at December 31, 2022 $ — $ 5,895 $ 5,895 To estimate the liabilities related to the EPP contracts an option pricing method was implemented through a Monte Carlo simulation. The unobservable inputs were simulated based on the available values for avoided cost and cost of electricity as calculated for December 31, 2022 and 2021, using an expected growth rate of 7% and 7% over the contracts’ life and volatility of 15% and 20%, respectively. The estimated growth rate and volatility were estimated based on the historical tariff changes for the period 2008 to 2022. Avoided cost is the transmission and distribution cost expressed in dollars per kilowatt hours avoided in the given year of the contract, calculated using the billing rates of the effective utility tariff applied during the year to the host account for which usage is offset by the generator. If the billing rates within the utility tariff change during the measurement period, the average of the amount of charge for each rate shall be weighted by the number of effective months for each amount. The inputs listed above would have had a direct impact on the fair values of the above derivatives if they were adjusted. Generally, an increase in natural gas prices and a decrease in electric grid prices would each result in an increase in the estimated fair value of our derivative liabilities. Financial Assets and Liabilities and Other Items Not Measured at Fair Value on a Recurring Basis Customer Receivables and Debt Instruments - The fair value for customer financing receivables is based on a discounted cash flow model, whereby the fair value approximates the present value of the receivables (Level 3). The senior secured notes, term loans and convertible notes are based on rates currently offered for instruments with similar maturities and terms (Level 3). The following table presents the estimated fair values and carrying values of customer receivables and debt instruments (in thousands): December 31, 2022 December 31, 2021 Net Carrying Fair Value Net Carrying Fair Value Customer receivables Customer financing receivables $ — $ — $ 45,269 $ 38,334 Debt instruments Recourse: 10.25% Senior Secured Notes due March 2027 60,960 60,472 68,968 72,573 2.5% Green Convertible Senior Notes due August 2025 224,832 309,488 222,863 356,822 Non-recourse: 7.5% Term Loan due September 2028 — — 29,006 35,669 6.07% Senior Secured Notes due March 2030 — — 73,262 83,251 3.04% Senior Secured Notes due June 2031 125,787 117,028 132,631 137,983 |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Balance Sheet Components Inventories The components of inventory consist of the following (in thousands): December 31, 2022 2021 Raw materials $ 165,446 $ 80,809 Work-in-progress 44,660 31,893 Finished goods 58,288 30,668 $ 268,394 $ 143,370 The inventory reserves were $17.2 million and $13.9 million as of December 31, 2022 and 2021, respectively. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): December 31, 2022 2021 Receivables from employees $ 6,553 $ 5,463 Prepaid workers compensation 5,536 5,330 Prepaid Managed Services 4,405 2,480 Prepaid hardware and software maintenance 4,290 3,494 Tax receivables 3,676 1,518 Deposits made 1,409 817 Prepaid deferred commissions 1,002 724 Other prepaid expenses and other current assets 16,772 10,835 $ 43,643 $ 30,661 Property, Plant and Equipment, Net Property, plant and equipment, net, consists of the following (in thousands): December 31, 2022 2021 Energy Servers $ 538,912 $ 674,799 Machinery and equipment 145,555 110,600 Leasehold improvements 104,528 52,936 Construction-in-progress 72,174 43,544 Buildings 49,240 48,934 Computers, software and hardware 24,608 21,276 Furniture and fixtures 9,581 8,607 944,598 960,696 Less: accumulated depreciation (344,184) (356,590) $ 600,414 $ 604,106 Depreciation expense related to property, plant and equipment was $61.6 million, $53.4 million and $52.2 million for the years ended December 31, 2022, 2021 and 2020, respectively. Property, plant and equipment under operating leases by the PPA Entities was $226.0 million and $368.0 million and accumulated depreciation for these assets was $92.7 million and $139.4 million as of December 31, 2022 and 2021, respectively. Depreciation expense for these assets was $12.1 million, $23.5 million and $23.8 million for the years ended December 31, 2022, 2021 and 2020, respectively. PPA IIIa Upgrade In June 2022, we started a project to replace 9.8 megawatts of second-generation Energy Servers (the “old Energy Servers”) at PPA IIIa Investment Company and Operating Company (“PPA IIIa”) with current generation Energy Servers (the “new Energy Servers”) (the “PPA IIIa Upgrade”, the “PPA IIIa Repowering”). The replacement was substantially complete as of December 31, 2022. See Note 11 - Portfolio Financings for additional information. PPA IV Upgrade In November 2022, we started a project to replace 19.3 megawatts of second-generation Energy Servers (the “old Energy Servers”) at PPA IV Investment Company and Operating Company (“PPA IV”) with current generation Energy Servers (the “new Energy Servers”) (the “PPA IV Upgrade”, the “PPA IV Repowering”). The replacement was ongoing as of December 31, 2022. See Note 11 - Portfolio Financings for additional information. Change in Estimate In June 2022 and November 2022, due to the replacement of old Energy Servers as part of the PPA IIIa and PPA IV Repowering, respectively, we revised the expected useful life of the old Energy Servers. As a result, the expected useful life of old Energy Servers decreased from 15 years to approximately 0.5 years. We recognized accelerated depreciation of $0.5 million in electricity cost of revenue on the revised carrying amount of the old Energy Servers after impairment loss in our consolidated statements of operations. There is no effect from this change in accounting estimate on future periods. Other Long-Term Assets Other long-term assets consist of the following (in thousands): December 31, 2022 2021 Deferred commissions $ 8,320 $ 7,569 Long-term lease receivable 8,076 7,953 Prepaid insurance 4,047 9,534 Deposits made 2,672 1,923 Prepaid Managed Services 2,373 3,010 Deferred tax asset 1,151 955 Investments in subsidiaries — 1,819 Prepaid and other long-term assets 13,566 8,310 $ 40,205 $ 41,073 Accrued Warranty Accrued warranty liabilities consist of the following (in thousands): December 31, 2022 2021 Product performance $ 16,901 $ 10,785 Product warranty 431 961 $ 17,332 $ 11,746 Changes in the product warranty and product performance liabilities were as follows (in thousands): Balances at December 31, 2020 $ 10,154 Accrued warranty, net 11,049 Warranty expenditures during the year (9,457) Balances at December 31, 2021 $ 11,746 Accrued warranty, net 17,719 Warranty expenditures during the year (12,133) Balances at December 31, 2022 $ 17,332 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (in thousands): December 31, 2022 2021 Compensation and benefits $ 48,156 $ 38,222 General invoice and purchase order accruals 44,010 23,706 Delaware grant 9,495 — Accrued installation 7,905 13,968 Sales-related liabilities 7,147 6,040 Sales tax liabilities 6,172 1,491 PPA IV Upgrade financing obligations 6,076 — Accrued legal expenses 4,403 1,765 Interest payable 3,128 2,159 Current portion of derivative liabilities 2,596 6,059 Accrued consulting expenses 1,390 1,731 Provision for income tax 1,140 479 Finance lease liability 1,024 863 Option to acquire a variable number of shares of Class A Common Stock — 13,200 Other 1,541 4,455 $ 144,183 $ 114,138 Preferred Stock |
Outstanding Loans and Security
Outstanding Loans and Security Agreements | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Outstanding Loans and Security Agreements | Outstanding Loans and Security Agreements The following is a summary of our debt as of December 31, 2022 (in thousands, except percentage data): Unpaid Net Carrying Value Interest Maturity Dates Entity Recourse Current Long- Total 10.25% Senior Secured Notes due March 2027 $ 61,653 $ 12,716 $ 48,244 $ 60,960 10.25% March 2027 Company Yes 2.5% Green Convertible Senior Notes due August 2025 230,000 — 224,832 224,832 2.5% August 2025 Company Yes Total recourse debt 291,653 12,716 273,076 285,792 3.04% Senior Secured Notes due June 30, 2031 127,430 13,307 112,480 125,787 3.04% June 2031 PPA V No Total non-recourse debt 127,430 13,307 112,480 125,787 Total debt $ 419,083 $ 26,023 $ 385,556 $ 411,579 The following is a summary of our debt as of December 31, 2021 (in thousands, except percentage data): Unpaid Net Carrying Value Interest Maturity Dates Entity Recourse Current Long- Total 10.25% Senior Secured Notes due March 2027 $ 70,000 $ 8,348 $ 60,620 $ 68,968 10.25% March 2027 Company Yes 2.5% Green Convertible Senior Notes due August 2025 230,000 — 222,863 222,863 2.5% August 2025 Company Yes Total recourse debt 300,000 8,348 283,483 291,831 3.04% Senior Secured Notes due June 30, 2031 134,644 9,376 123,255 132,631 3.04% June 2031 PPA V No 7.5% Term Loan due September 2028 31,070 3,436 25,570 29,006 7.5% September PPA IIIa No 6.07% Senior Secured Notes due March 2030 73,955 4,671 68,591 73,262 6.07% March 2030 PPA IV No Total non-recourse debt 239,669 17,483 217,416 234,899 Total debt $ 539,669 $ 25,831 $ 500,899 $ 526,730 Recourse debt refers to debt that we have an obligation to pay. Non-recourse debt refers to debt that is recourse to only our subsidiaries. The differences between the unpaid principal balances and the net carrying values apply to deferred financing costs. We and all of our subsidiaries were in compliance with all financial covenants as of December 31, 2022 and December 31, 2021. Recourse Debt Facilities 10.25% Senior Secured Notes due March 2027 - On May 1, 2020, we issued $70.0 million of 10.25% Senior Secured Notes in a private placement (the “10.25% Senior Secured Notes”). The 10.25% Senior Secured Notes are governed by an indenture (the “Senior Secured Notes Indenture”) entered into among us, the guarantor party thereto and U.S. Bank National Association, in its capacity as trustee and collateral agent. The 10.25% Senior Secured Notes are secured by certain of our operations and maintenance agreements that previously were part of the security for the 6% Convertible Notes. The 10.25% Senior Secured Notes are supported by a $150.0 million indenture between us and U.S. Bank National Association, which contained an accordion feature for an additional $80.0 million of notes that could have been issued on or prior to September 27, 2021. We chose not to exercise this accordion feature, which has already expired. Interest on the 10.25% Senior Secured Notes is payable quarterly, commencing June 30, 2020. The 10.25% Senior Secured Notes Indenture contains customary events of default and covenants relating to, among other things, the incurrence of new debt, affiliate transactions, liens and restricted payments. Commencing on March 27, 2022, we may redeem all of the 10.25% Senior Secured Notes at a price equal to 108% of the principal amount of the 10.25% Senior Secured Notes plus accrued and unpaid interest, with such optional redemption prices decreasing to 104% on and after March 27, 2023, 102% on and after March 27, 2024 and 100% on and after March 27, 2026. If we experience a change of control, we must offer to purchase for cash all or any part of each holder’s 10.25% Senior Secured Notes at a purchase price equal to 101% of the principal amount of the 10.25% Senior Secured Notes, plus accrued and unpaid interest. The non-current balance of the outstanding unpaid principal of the 10.25% Senior Secured Notes was $48.9 million and $61.7 million as of December 31, 2022 and 2021, respectively. The current balance of the outstanding unpaid principal of the 10.25% Senior Secured Notes was $12.7 million and $8.3 million as of December 31, 2022 and 2021, respectively. 2.5% Green Convertible Senior Notes due August 2025 - In August 2020, we issued $230.0 million aggregate principal amount of our 2.5% Green Convertible Senior Notes due August 2025 (the “Green Notes”), unless earlier repurchased, redeemed or converted. The principal amount of the Green Notes is $230.0 million, less initial purchaser’s discount of $6.9 million and other issuance costs of $3.0 million resulting in net proceeds of $220.1 million. The Green Notes are senior, unsecured obligations accruing interest at a rate of 2.5% per annum, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2021. We may not redeem the Green Notes prior to August 21, 2023. We may elect to redeem, at face value, all or any portion of the Green Notes at any time on or after August 21, 2023 and on or before the twenty-sixth trading day immediately before the maturity date, provided certain conditions are met. Before May 15, 2025, the noteholders have the right to convert their Green Notes only upon the occurrence of certain events, including a conversion upon satisfaction of a condition relating to the closing price of our common stock (the “Closing Price Condition”). If the Closing Price Condition is met on at least 20 of the last 30 consecutive trading days in any quarter, the noteholders may convert their Green Notes at any time during the immediately following quarter. The Closing Price Condition was met during the three months ended September 30, 2022 and accordingly, the noteholders could convert their Green Notes at any time during the quarter ended December 31, 2022, but they did not elect to do so. From and after May 15, 2025, the noteholders may convert their Green Notes at any time at their election until the close of business on the second trading day immediately before the maturity date. Should the noteholders elect to convert their Green Notes, we may elect to settle the conversion by paying or delivering, as applicable, cash, shares of our Class A common stock or a combination thereof. The initial conversion rate is 61.6808 shares of Class A common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $16.21 per share of Class A common stock. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” as defined occur, the conversion rate will, in certain circumstances, be increased for a specified period of time. We adopted ASU 2020-06 as of January 1, 2021 using the modified retrospective transition method. Upon adoption, we combined the previously separated equity component of the Green Notes with the liability component, which is now together classified as debt, thereby eliminating the subsequent amortization of the debt discount as interest expense. Similarly, the portion of issuance costs previously allocated to equity was reclassified to debt and amortized as interest expense. Accordingly, we recorded a net decrease to accumulated deficit of $5.3 million, a decrease to additional paid-in capital of $126.8 million, and an increase to recourse debt, non-current, of approximately $121.5 million upon adoption as of January 1, 2021. Interest on the Green Notes for the years ended December 31, 2022, 2021 and 2020 was $7.7 million, $7.7 million and $2.9 million, respectively, including amortization of issuance costs of $2.0 million, $2.0 million and $0.8 million, respectively. Non-recourse Debt Facilities 3.04% Senior Secured Notes due June 2031 - In November 2021, PPA V issued senior secured notes in an aggregate principal amount of $136.0 million due June 2031. The note bears a fixed rate of 3.04% per annum payable quarterly. The proceeds from the 3.04% Senior Secured Notes due June 2031 were utilized to (i) repay all obligations of the existing LIBOR + 2.5% Term Loan due December 2021, including an outstanding principal balance of $109.1 million, accrued interest of $0.1 million, and fees required to terminate associated interest rate swaps of $11.5 million, (ii) pay the required premium for the PPA V production insurance of $6.5 million, (iii) and pay related fees and expenses related to the refinancing totaling $2.1 million, resulting in a net cash flow of $6.7 million. The note purchase agreement requires us to maintain a debt service reserve, the balance of which was $8.0 million and $8.0 million as of December 31, 2022 and 2021, respectively, which was included as part of long-term restricted cash in the consolidated balance sheets. The loan is secured by all assets of PPA V. 7.5% Term Loan due September 2028 - On June 14, 2022, as part of the PPA IIIa Upgrade, we paid off the outstanding balance and related accrued interest of $30.2 million and $0.4 million, respectively, and recognized a loss on extinguishment of debt of $4.2 million. The debt service reserve of $3.6 million was reclassified from restricted cash to cash and cash equivalents at the time of extinguishment of debt. 6.07% Senior Secured Notes due March 2030 - On November 22, 2022, as part of the PPA IV Upgrade, we paid off the outstanding balance and related accrued interest of $70.5 million and $0.4 million, respectively, and recognized a loss on extinguishment of debt of $4.7 million. The debt service reserve of $9.1 million was reclassified from restricted cash to cash and cash equivalents at the time of extinguishment of debt. Repayment Schedule and Interest Expense The following table presents details of our outstanding loan principal repayment schedule as of December 31, 2022 (in thousands): 2023 $ 26,023 2024 25,428 2025 258,061 2026 30,641 2027 17,772 Thereafter 61,158 $ 419,083 Interest expense of $53.5 million , |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments Option to Acquire a Variable Number of Shares of Class A Common Stock In December 2021, we provided SK ecoplant with an option to acquire a variable number of shares of Class A common stock (the “Option”). We concluded that the Option is a freestanding financial instrument that should be separately recorded at fair value on the date the SPA was executed. We determined the fair value of the Option on that date to be $9.6 million. We revalued the Option to its fair value of $13.2 million as of December 31, 2021. On August 10, 2022, pursuant to the SPA, SK ecoplant notified us of its intent to exercise its option to purchase additional shares of our Class A common stock, pursuant to a Second Tranche Exercise Notice (as defined in the SPA), and it elected to purchase 13,491,701 shares at a purchase price of $23.05 per share. Please refer to Note 17 - SK ecoplant Strategic Investment for more detail of this transaction. Cash Flow Hedges As of December 31, 2021, we had settled our interest rate swaps, which had been designated as cash flow hedges. There were no cash flow hedges as of December 31, 2022. The changes in fair value of the interest rate swaps designated as cash flow hedges and the amounts recognized in accumulated other comprehensive loss and in earnings were as follows during the year ended December 31, 2021 (in thousands): Year Ended December 31, 2021 Beginning balance $ 15,989 Gain recognized in other comprehensive loss (2,714) Amounts reclassified from other comprehensive loss to earnings (12,529) Net gain recognized in other comprehensive loss (15,243) Gain recognized in earnings (746) Ending balance $ — Embedded EPP Derivatives in Sales Contracts We estimate the fair value of the embedded EPP derivatives in certain of the contracts with our customers using a Monte Carlo simulation model, which considers various potential electricity price forward curves over the sales contracts’ terms. We use historical grid prices and available forecasts of future electricity prices to estimate future electricity prices. The grid pricing EPP guarantees that we provided in some of our sales arrangements represent an embedded derivative, with the initial value accounted for as a reduction in product revenue and any changes, reevaluated quarterly, in the fair market value of the derivative recorded in gain (loss) on revaluation of embedded derivatives. For the years ended December 31, 2022, 2021 and 2020 we recorded the fair value of the embedded EPP derivatives with no material unrealized gains or losses recorded in either of the three years ended December 31, 2022, 2021 and 2020 in our consolidated statements of operations. The fair value of these derivatives was $5.9 million and $6.5 million as of December 31, 2022 and 2021, respectively |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases Facilities, Energy Servers, and Vehicles We lease most of our facilities, Energy Servers, and vehicles under operating and finance leases that expire at various dates through February 2036. We lease various manufacturing facilities in California and Delaware. Our Sunnyvale, California manufacturing facility lease was entered into in April 2005 and expires in December 2023. In June 2020, March 2021 and June 2022, we signed leases in Fremont, California that will expire in 2027, 2036 and 2028, respectively, to replace our manufacturing facilities in Sunnyvale and Mountain View, California. These existing plants in California together comprise approximately 421,000 square feet of space. In 2021, we extended the lease term for our headquarters in San Jose, California to 2031 and leased three additional floors. We lease additional office space as field offices in the United States and around the world including in China, India, Japan, the Republic of Korea and Taiwan. Some of these arrangements have free rent periods or escalating rent payment provisions. We recognize lease cost under such arrangements on a straight-line basis over the life of the leases. For the years ended December 31, 2022, 2021 and 2020, rent expense for all occupied facilities was $21.4 million, $16.0 million and $9.9 million, respectively. At inception of the contract, we assess whether a contract is a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Lease classification, measurement, and recognition are determined at lease commencement, which is the date the underlying asset is available for use by us. The accounting classification of a lease is based on whether the arrangement is effectively a financed purchase of the underlying asset (financing lease) or not (operating lease). Our operating leases are comprised primarily of leases for facilities, office buildings, and vehicles, and our financing leases are comprised primarily of vehicles. Our leases have lease terms ranging from less than 1 year to 15 years, some of which include options to extend the leases. The lease term is the non-cancelable period of the lease and includes options to extend the lease when it is reasonably certain that an option will be exercised. Lease liabilities are measured at the lease commencement date as the present value of future lease payments. Lease right-of-use assets are measured as the lease liability plus unamortized initial direct costs and prepaid (accrued) lease payments less unamortized balance lease incentives received. In measuring the present value of the future lease payments, the discount rate for the lease is the rate implicit in the lease unless that rate cannot be readily determined. In that case, the lessee is required to use its incremental borrowing rate. In computing our lease liabilities, we use the incremental borrowing rate based on the information available on the commencement date using an estimate of company-specific rate in the United States on a collateralized basis and consistent with the lease term for each lease. The lease term is the non-cancelable period of the lease and includes options to extend or terminate the lease when it is reasonably certain that an option will be exercised. Operating and financing lease right-of-use assets and lease liabilities for facilities, Energy Servers, and vehicles as of December 31, 2022 and 2021 were as follows (in thousands): Years Ended 2022 2021 Operating Leases: Operating lease right-of-use assets, net 1, 2 $ 126,955 $ 106,660 Current operating lease liabilities (16,227) (13,101) Non-current operating lease liabilities (132,363) (106,187) Total operating lease liabilities $ (148,590) $ (119,288) Finance Leases: Finance lease right-of-use assets, net 2, 3, 4 $ 2,824 $ 2,944 Current finance lease liabilities 5 (1,024) (863) Non-current finance lease liabilities 6 (1,971) (2,157) Total finance lease liabilities (2,995) (3,020) Total lease liabilities $ (151,585) $ (122,308) 1 These assets primarily include leases for facilities, Energy Servers, and vehicles. 2 Net of accumulated amortization. 3 These assets primarily include leases for vehicles. 4 Included in property, plant and equipment, net in the consolidated balance sheets. 5 Included in accrued expenses and other current liabilities in the consolidated balance sheets. 6 Included in other long-term liabilities in the consolidated balance sheets. The components of our facilities, Energy Servers, and vehicles’ lease costs for the years ended December 31, 2022, 2021, and 2020 were as follows (in thousands): Years Ended 2022 2021 2020 Operating lease costs $ 25,503 $ 15,850 $ 9,804 Financing lease costs: Amortization of right-of-use assets 968 1,345 51 Interest on lease liabilities 220 349 16 Total financing lease costs 1,188 1,694 67 Short-term lease costs 974 407 613 Total lease costs $ 27,665 $ 17,951 $ 10,484 Weighted average remaining lease terms and discount rates for our facilities, Energy Servers and vehicles as of December 31, 2022 and 2021 were as follows: December 31, 2022 2021 Weighted average remaining lease term: Operating leases 8.6 years 8.9 years Finance leases 3.3 years 3.5 years Weighted average discount rate: Operating leases 10.3 % 9.6 % Finance leases 6.9 % 7.6 % Future lease payments under lease agreements for our facilities, Energy Servers and vehicles as of December 31, 2022 were as follows (in thousands): Operating Leases Finance Leases 2023 $ 30,058 $ 1,250 2024 26,145 1,076 2025 26,879 590 2026 26,743 371 2027 25,442 180 Thereafter 95,980 11 Total minimum lease payments 231,247 3,478 Less: amounts representing interest or imputed interest (82,657) (483) Present value of lease liabilities $ 148,590 $ 2,995 Managed Services and Portfolio Financings Through PPA Entities Certain of our customers enter into Managed Services or Portfolio Financings through a PPA Entity to finance their lease of Bloom Energy Servers. Prior to our adoption of ASC 842 as of January 1, 2020, such arrangements with customers that qualified as leases were classified as either sales-type leases or operating leases. For all pre-existing Managed Services Financings or Portfolio Financings through PPA Entities, we have carried over the accounting classifications for those transactions and continue to account for such transactions as either sales-type leases or operating leases under ASC 842. Customer arrangements under Managed Services and Portfolio Financings through PPA Entities entered into after January 1, 2020 do not contain a lease under ASC 842 and are accounted for under ASC 606 as revenue arrangements. Lease agreements under our Managed Services Financings and Portfolio Financings through PPA Entities include non-cancellable lease terms, during which terms the majority of our investment in Energy Servers under lease are typically recovered. We mitigate remaining residual value risk of its Energy Servers through its provision of maintenance on the Energy Servers during the lease term and through insurance whose proceeds are payable in the event of theft, loss, damage, or destruction. Managed Services - Our Managed Services Financings with financiers that result in failed sale-and-leaseback transactions are accounted for as financing transactions. Payments received from the financier are recognized as financing obligations in our consolidated balance sheets. Proceeds from the financiers in excess of fair value of Energy Servers under successful sale-and-leaseback transactions are also accounted for as financing obligations. These financing obligations are included in each agreement’s contract value and are recognized as short-term or long-term liabilities based on the estimated payment dates. The lease agreements expire on various dates through 2034. For successful sale-and-leaseback transactions, we record right-of-use assets and lease liabilities and record lease expense over the lease term. The recognized lease expense for the year ended December 31, 2022 was $5.6 million. The recognized lease expense for the years ended December 31, 2021 and 2020 have been immaterial. We recognized $20.4 million and $35.1 million of product revenue, $11.3 million and $20.9 million of installation revenue, $3.3 million and $10.0 million of financing obligations, and $12.6 million and $29.4 million of right-of-use assets and lease liabilities from such successful sale and leaseback transactions for the years ended December 31, 2022 and 2021, respectively. At December 31, 2022, future lease payments under the Managed Services Agreements financing obligations were as follows (in thousands): Financing Obligations 2023 $ 44,740 2024 42,742 2025 41,726 2026 37,138 2027 20,793 Thereafter 36,223 Total minimum lease payments 223,362 Less: imputed interest (122,580) Present value of net minimum lease payments 100,782 Less: current financing obligations (17,364) Long-term financing obligations $ 83,418 The long-term financing obligations, as reflected in our consolidated balance sheets, were $442.1 million and $461.9 million as of December 31, 2022 and 2021, respectively. The difference between these obligations and the principal obligations in the table above will be offset against the carrying value of the related Energy Servers at the end of the lease and the remainder recognized as a gain at that point. Portfolio Financings through PPA Entities - Customer arrangements entered into prior to January 1, 2020 under Portfolio Financing arrangements through a PPA Entity that qualified as leases are accounted for as either sales-type leases or operating leases. Since January 1, 2020, we have not entered into any new PPAs with customers under such arrangements. The components of our aggregate net investment in sales-type leases under our Portfolio Financings through PPA entities consisted of the following (in thousands): December 31, 2021 Lease payment receivables, net 1 $ 44,378 Estimated residual value of leased assets (unguaranteed) 890 Net investment in sales-type leases 45,268 Less: current portion (5,784) Non-current portion of net investment in sales-type leases $ 39,484 1 Net of current estimated credit losses of approximately $0.1 million as of December 31, 2021. As of December 31, 2022, there was no net investment in sales-type leases as a result of PPA IIIa Repowering. Please refer to Note 11 - Portfolio Financings for details. Future estimated operating lease payments we expect to receive from Portfolio Financing arrangements through PPA Entities as of December 31, 2022, were as follows (in thousands): Operating Leases 2023 21,063 2024 21,238 2025 21,630 2026 22,092 2027 22,566 Thereafter 85,009 Total minimum lease payments $ 193,598 |
Leases | Leases Facilities, Energy Servers, and Vehicles We lease most of our facilities, Energy Servers, and vehicles under operating and finance leases that expire at various dates through February 2036. We lease various manufacturing facilities in California and Delaware. Our Sunnyvale, California manufacturing facility lease was entered into in April 2005 and expires in December 2023. In June 2020, March 2021 and June 2022, we signed leases in Fremont, California that will expire in 2027, 2036 and 2028, respectively, to replace our manufacturing facilities in Sunnyvale and Mountain View, California. These existing plants in California together comprise approximately 421,000 square feet of space. In 2021, we extended the lease term for our headquarters in San Jose, California to 2031 and leased three additional floors. We lease additional office space as field offices in the United States and around the world including in China, India, Japan, the Republic of Korea and Taiwan. Some of these arrangements have free rent periods or escalating rent payment provisions. We recognize lease cost under such arrangements on a straight-line basis over the life of the leases. For the years ended December 31, 2022, 2021 and 2020, rent expense for all occupied facilities was $21.4 million, $16.0 million and $9.9 million, respectively. At inception of the contract, we assess whether a contract is a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Lease classification, measurement, and recognition are determined at lease commencement, which is the date the underlying asset is available for use by us. The accounting classification of a lease is based on whether the arrangement is effectively a financed purchase of the underlying asset (financing lease) or not (operating lease). Our operating leases are comprised primarily of leases for facilities, office buildings, and vehicles, and our financing leases are comprised primarily of vehicles. Our leases have lease terms ranging from less than 1 year to 15 years, some of which include options to extend the leases. The lease term is the non-cancelable period of the lease and includes options to extend the lease when it is reasonably certain that an option will be exercised. Lease liabilities are measured at the lease commencement date as the present value of future lease payments. Lease right-of-use assets are measured as the lease liability plus unamortized initial direct costs and prepaid (accrued) lease payments less unamortized balance lease incentives received. In measuring the present value of the future lease payments, the discount rate for the lease is the rate implicit in the lease unless that rate cannot be readily determined. In that case, the lessee is required to use its incremental borrowing rate. In computing our lease liabilities, we use the incremental borrowing rate based on the information available on the commencement date using an estimate of company-specific rate in the United States on a collateralized basis and consistent with the lease term for each lease. The lease term is the non-cancelable period of the lease and includes options to extend or terminate the lease when it is reasonably certain that an option will be exercised. Operating and financing lease right-of-use assets and lease liabilities for facilities, Energy Servers, and vehicles as of December 31, 2022 and 2021 were as follows (in thousands): Years Ended 2022 2021 Operating Leases: Operating lease right-of-use assets, net 1, 2 $ 126,955 $ 106,660 Current operating lease liabilities (16,227) (13,101) Non-current operating lease liabilities (132,363) (106,187) Total operating lease liabilities $ (148,590) $ (119,288) Finance Leases: Finance lease right-of-use assets, net 2, 3, 4 $ 2,824 $ 2,944 Current finance lease liabilities 5 (1,024) (863) Non-current finance lease liabilities 6 (1,971) (2,157) Total finance lease liabilities (2,995) (3,020) Total lease liabilities $ (151,585) $ (122,308) 1 These assets primarily include leases for facilities, Energy Servers, and vehicles. 2 Net of accumulated amortization. 3 These assets primarily include leases for vehicles. 4 Included in property, plant and equipment, net in the consolidated balance sheets. 5 Included in accrued expenses and other current liabilities in the consolidated balance sheets. 6 Included in other long-term liabilities in the consolidated balance sheets. The components of our facilities, Energy Servers, and vehicles’ lease costs for the years ended December 31, 2022, 2021, and 2020 were as follows (in thousands): Years Ended 2022 2021 2020 Operating lease costs $ 25,503 $ 15,850 $ 9,804 Financing lease costs: Amortization of right-of-use assets 968 1,345 51 Interest on lease liabilities 220 349 16 Total financing lease costs 1,188 1,694 67 Short-term lease costs 974 407 613 Total lease costs $ 27,665 $ 17,951 $ 10,484 Weighted average remaining lease terms and discount rates for our facilities, Energy Servers and vehicles as of December 31, 2022 and 2021 were as follows: December 31, 2022 2021 Weighted average remaining lease term: Operating leases 8.6 years 8.9 years Finance leases 3.3 years 3.5 years Weighted average discount rate: Operating leases 10.3 % 9.6 % Finance leases 6.9 % 7.6 % Future lease payments under lease agreements for our facilities, Energy Servers and vehicles as of December 31, 2022 were as follows (in thousands): Operating Leases Finance Leases 2023 $ 30,058 $ 1,250 2024 26,145 1,076 2025 26,879 590 2026 26,743 371 2027 25,442 180 Thereafter 95,980 11 Total minimum lease payments 231,247 3,478 Less: amounts representing interest or imputed interest (82,657) (483) Present value of lease liabilities $ 148,590 $ 2,995 Managed Services and Portfolio Financings Through PPA Entities Certain of our customers enter into Managed Services or Portfolio Financings through a PPA Entity to finance their lease of Bloom Energy Servers. Prior to our adoption of ASC 842 as of January 1, 2020, such arrangements with customers that qualified as leases were classified as either sales-type leases or operating leases. For all pre-existing Managed Services Financings or Portfolio Financings through PPA Entities, we have carried over the accounting classifications for those transactions and continue to account for such transactions as either sales-type leases or operating leases under ASC 842. Customer arrangements under Managed Services and Portfolio Financings through PPA Entities entered into after January 1, 2020 do not contain a lease under ASC 842 and are accounted for under ASC 606 as revenue arrangements. Lease agreements under our Managed Services Financings and Portfolio Financings through PPA Entities include non-cancellable lease terms, during which terms the majority of our investment in Energy Servers under lease are typically recovered. We mitigate remaining residual value risk of its Energy Servers through its provision of maintenance on the Energy Servers during the lease term and through insurance whose proceeds are payable in the event of theft, loss, damage, or destruction. Managed Services - Our Managed Services Financings with financiers that result in failed sale-and-leaseback transactions are accounted for as financing transactions. Payments received from the financier are recognized as financing obligations in our consolidated balance sheets. Proceeds from the financiers in excess of fair value of Energy Servers under successful sale-and-leaseback transactions are also accounted for as financing obligations. These financing obligations are included in each agreement’s contract value and are recognized as short-term or long-term liabilities based on the estimated payment dates. The lease agreements expire on various dates through 2034. For successful sale-and-leaseback transactions, we record right-of-use assets and lease liabilities and record lease expense over the lease term. The recognized lease expense for the year ended December 31, 2022 was $5.6 million. The recognized lease expense for the years ended December 31, 2021 and 2020 have been immaterial. We recognized $20.4 million and $35.1 million of product revenue, $11.3 million and $20.9 million of installation revenue, $3.3 million and $10.0 million of financing obligations, and $12.6 million and $29.4 million of right-of-use assets and lease liabilities from such successful sale and leaseback transactions for the years ended December 31, 2022 and 2021, respectively. At December 31, 2022, future lease payments under the Managed Services Agreements financing obligations were as follows (in thousands): Financing Obligations 2023 $ 44,740 2024 42,742 2025 41,726 2026 37,138 2027 20,793 Thereafter 36,223 Total minimum lease payments 223,362 Less: imputed interest (122,580) Present value of net minimum lease payments 100,782 Less: current financing obligations (17,364) Long-term financing obligations $ 83,418 The long-term financing obligations, as reflected in our consolidated balance sheets, were $442.1 million and $461.9 million as of December 31, 2022 and 2021, respectively. The difference between these obligations and the principal obligations in the table above will be offset against the carrying value of the related Energy Servers at the end of the lease and the remainder recognized as a gain at that point. Portfolio Financings through PPA Entities - Customer arrangements entered into prior to January 1, 2020 under Portfolio Financing arrangements through a PPA Entity that qualified as leases are accounted for as either sales-type leases or operating leases. Since January 1, 2020, we have not entered into any new PPAs with customers under such arrangements. The components of our aggregate net investment in sales-type leases under our Portfolio Financings through PPA entities consisted of the following (in thousands): December 31, 2021 Lease payment receivables, net 1 $ 44,378 Estimated residual value of leased assets (unguaranteed) 890 Net investment in sales-type leases 45,268 Less: current portion (5,784) Non-current portion of net investment in sales-type leases $ 39,484 1 Net of current estimated credit losses of approximately $0.1 million as of December 31, 2021. As of December 31, 2022, there was no net investment in sales-type leases as a result of PPA IIIa Repowering. Please refer to Note 11 - Portfolio Financings for details. Future estimated operating lease payments we expect to receive from Portfolio Financing arrangements through PPA Entities as of December 31, 2022, were as follows (in thousands): Operating Leases 2023 21,063 2024 21,238 2025 21,630 2026 22,092 2027 22,566 Thereafter 85,009 Total minimum lease payments $ 193,598 |
Leases | Leases Facilities, Energy Servers, and Vehicles We lease most of our facilities, Energy Servers, and vehicles under operating and finance leases that expire at various dates through February 2036. We lease various manufacturing facilities in California and Delaware. Our Sunnyvale, California manufacturing facility lease was entered into in April 2005 and expires in December 2023. In June 2020, March 2021 and June 2022, we signed leases in Fremont, California that will expire in 2027, 2036 and 2028, respectively, to replace our manufacturing facilities in Sunnyvale and Mountain View, California. These existing plants in California together comprise approximately 421,000 square feet of space. In 2021, we extended the lease term for our headquarters in San Jose, California to 2031 and leased three additional floors. We lease additional office space as field offices in the United States and around the world including in China, India, Japan, the Republic of Korea and Taiwan. Some of these arrangements have free rent periods or escalating rent payment provisions. We recognize lease cost under such arrangements on a straight-line basis over the life of the leases. For the years ended December 31, 2022, 2021 and 2020, rent expense for all occupied facilities was $21.4 million, $16.0 million and $9.9 million, respectively. At inception of the contract, we assess whether a contract is a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Lease classification, measurement, and recognition are determined at lease commencement, which is the date the underlying asset is available for use by us. The accounting classification of a lease is based on whether the arrangement is effectively a financed purchase of the underlying asset (financing lease) or not (operating lease). Our operating leases are comprised primarily of leases for facilities, office buildings, and vehicles, and our financing leases are comprised primarily of vehicles. Our leases have lease terms ranging from less than 1 year to 15 years, some of which include options to extend the leases. The lease term is the non-cancelable period of the lease and includes options to extend the lease when it is reasonably certain that an option will be exercised. Lease liabilities are measured at the lease commencement date as the present value of future lease payments. Lease right-of-use assets are measured as the lease liability plus unamortized initial direct costs and prepaid (accrued) lease payments less unamortized balance lease incentives received. In measuring the present value of the future lease payments, the discount rate for the lease is the rate implicit in the lease unless that rate cannot be readily determined. In that case, the lessee is required to use its incremental borrowing rate. In computing our lease liabilities, we use the incremental borrowing rate based on the information available on the commencement date using an estimate of company-specific rate in the United States on a collateralized basis and consistent with the lease term for each lease. The lease term is the non-cancelable period of the lease and includes options to extend or terminate the lease when it is reasonably certain that an option will be exercised. Operating and financing lease right-of-use assets and lease liabilities for facilities, Energy Servers, and vehicles as of December 31, 2022 and 2021 were as follows (in thousands): Years Ended 2022 2021 Operating Leases: Operating lease right-of-use assets, net 1, 2 $ 126,955 $ 106,660 Current operating lease liabilities (16,227) (13,101) Non-current operating lease liabilities (132,363) (106,187) Total operating lease liabilities $ (148,590) $ (119,288) Finance Leases: Finance lease right-of-use assets, net 2, 3, 4 $ 2,824 $ 2,944 Current finance lease liabilities 5 (1,024) (863) Non-current finance lease liabilities 6 (1,971) (2,157) Total finance lease liabilities (2,995) (3,020) Total lease liabilities $ (151,585) $ (122,308) 1 These assets primarily include leases for facilities, Energy Servers, and vehicles. 2 Net of accumulated amortization. 3 These assets primarily include leases for vehicles. 4 Included in property, plant and equipment, net in the consolidated balance sheets. 5 Included in accrued expenses and other current liabilities in the consolidated balance sheets. 6 Included in other long-term liabilities in the consolidated balance sheets. The components of our facilities, Energy Servers, and vehicles’ lease costs for the years ended December 31, 2022, 2021, and 2020 were as follows (in thousands): Years Ended 2022 2021 2020 Operating lease costs $ 25,503 $ 15,850 $ 9,804 Financing lease costs: Amortization of right-of-use assets 968 1,345 51 Interest on lease liabilities 220 349 16 Total financing lease costs 1,188 1,694 67 Short-term lease costs 974 407 613 Total lease costs $ 27,665 $ 17,951 $ 10,484 Weighted average remaining lease terms and discount rates for our facilities, Energy Servers and vehicles as of December 31, 2022 and 2021 were as follows: December 31, 2022 2021 Weighted average remaining lease term: Operating leases 8.6 years 8.9 years Finance leases 3.3 years 3.5 years Weighted average discount rate: Operating leases 10.3 % 9.6 % Finance leases 6.9 % 7.6 % Future lease payments under lease agreements for our facilities, Energy Servers and vehicles as of December 31, 2022 were as follows (in thousands): Operating Leases Finance Leases 2023 $ 30,058 $ 1,250 2024 26,145 1,076 2025 26,879 590 2026 26,743 371 2027 25,442 180 Thereafter 95,980 11 Total minimum lease payments 231,247 3,478 Less: amounts representing interest or imputed interest (82,657) (483) Present value of lease liabilities $ 148,590 $ 2,995 Managed Services and Portfolio Financings Through PPA Entities Certain of our customers enter into Managed Services or Portfolio Financings through a PPA Entity to finance their lease of Bloom Energy Servers. Prior to our adoption of ASC 842 as of January 1, 2020, such arrangements with customers that qualified as leases were classified as either sales-type leases or operating leases. For all pre-existing Managed Services Financings or Portfolio Financings through PPA Entities, we have carried over the accounting classifications for those transactions and continue to account for such transactions as either sales-type leases or operating leases under ASC 842. Customer arrangements under Managed Services and Portfolio Financings through PPA Entities entered into after January 1, 2020 do not contain a lease under ASC 842 and are accounted for under ASC 606 as revenue arrangements. Lease agreements under our Managed Services Financings and Portfolio Financings through PPA Entities include non-cancellable lease terms, during which terms the majority of our investment in Energy Servers under lease are typically recovered. We mitigate remaining residual value risk of its Energy Servers through its provision of maintenance on the Energy Servers during the lease term and through insurance whose proceeds are payable in the event of theft, loss, damage, or destruction. Managed Services - Our Managed Services Financings with financiers that result in failed sale-and-leaseback transactions are accounted for as financing transactions. Payments received from the financier are recognized as financing obligations in our consolidated balance sheets. Proceeds from the financiers in excess of fair value of Energy Servers under successful sale-and-leaseback transactions are also accounted for as financing obligations. These financing obligations are included in each agreement’s contract value and are recognized as short-term or long-term liabilities based on the estimated payment dates. The lease agreements expire on various dates through 2034. For successful sale-and-leaseback transactions, we record right-of-use assets and lease liabilities and record lease expense over the lease term. The recognized lease expense for the year ended December 31, 2022 was $5.6 million. The recognized lease expense for the years ended December 31, 2021 and 2020 have been immaterial. We recognized $20.4 million and $35.1 million of product revenue, $11.3 million and $20.9 million of installation revenue, $3.3 million and $10.0 million of financing obligations, and $12.6 million and $29.4 million of right-of-use assets and lease liabilities from such successful sale and leaseback transactions for the years ended December 31, 2022 and 2021, respectively. At December 31, 2022, future lease payments under the Managed Services Agreements financing obligations were as follows (in thousands): Financing Obligations 2023 $ 44,740 2024 42,742 2025 41,726 2026 37,138 2027 20,793 Thereafter 36,223 Total minimum lease payments 223,362 Less: imputed interest (122,580) Present value of net minimum lease payments 100,782 Less: current financing obligations (17,364) Long-term financing obligations $ 83,418 The long-term financing obligations, as reflected in our consolidated balance sheets, were $442.1 million and $461.9 million as of December 31, 2022 and 2021, respectively. The difference between these obligations and the principal obligations in the table above will be offset against the carrying value of the related Energy Servers at the end of the lease and the remainder recognized as a gain at that point. Portfolio Financings through PPA Entities - Customer arrangements entered into prior to January 1, 2020 under Portfolio Financing arrangements through a PPA Entity that qualified as leases are accounted for as either sales-type leases or operating leases. Since January 1, 2020, we have not entered into any new PPAs with customers under such arrangements. The components of our aggregate net investment in sales-type leases under our Portfolio Financings through PPA entities consisted of the following (in thousands): December 31, 2021 Lease payment receivables, net 1 $ 44,378 Estimated residual value of leased assets (unguaranteed) 890 Net investment in sales-type leases 45,268 Less: current portion (5,784) Non-current portion of net investment in sales-type leases $ 39,484 1 Net of current estimated credit losses of approximately $0.1 million as of December 31, 2021. As of December 31, 2022, there was no net investment in sales-type leases as a result of PPA IIIa Repowering. Please refer to Note 11 - Portfolio Financings for details. Future estimated operating lease payments we expect to receive from Portfolio Financing arrangements through PPA Entities as of December 31, 2022, were as follows (in thousands): Operating Leases 2023 21,063 2024 21,238 2025 21,630 2026 22,092 2027 22,566 Thereafter 85,009 Total minimum lease payments $ 193,598 |
Leases | Leases Facilities, Energy Servers, and Vehicles We lease most of our facilities, Energy Servers, and vehicles under operating and finance leases that expire at various dates through February 2036. We lease various manufacturing facilities in California and Delaware. Our Sunnyvale, California manufacturing facility lease was entered into in April 2005 and expires in December 2023. In June 2020, March 2021 and June 2022, we signed leases in Fremont, California that will expire in 2027, 2036 and 2028, respectively, to replace our manufacturing facilities in Sunnyvale and Mountain View, California. These existing plants in California together comprise approximately 421,000 square feet of space. In 2021, we extended the lease term for our headquarters in San Jose, California to 2031 and leased three additional floors. We lease additional office space as field offices in the United States and around the world including in China, India, Japan, the Republic of Korea and Taiwan. Some of these arrangements have free rent periods or escalating rent payment provisions. We recognize lease cost under such arrangements on a straight-line basis over the life of the leases. For the years ended December 31, 2022, 2021 and 2020, rent expense for all occupied facilities was $21.4 million, $16.0 million and $9.9 million, respectively. At inception of the contract, we assess whether a contract is a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Lease classification, measurement, and recognition are determined at lease commencement, which is the date the underlying asset is available for use by us. The accounting classification of a lease is based on whether the arrangement is effectively a financed purchase of the underlying asset (financing lease) or not (operating lease). Our operating leases are comprised primarily of leases for facilities, office buildings, and vehicles, and our financing leases are comprised primarily of vehicles. Our leases have lease terms ranging from less than 1 year to 15 years, some of which include options to extend the leases. The lease term is the non-cancelable period of the lease and includes options to extend the lease when it is reasonably certain that an option will be exercised. Lease liabilities are measured at the lease commencement date as the present value of future lease payments. Lease right-of-use assets are measured as the lease liability plus unamortized initial direct costs and prepaid (accrued) lease payments less unamortized balance lease incentives received. In measuring the present value of the future lease payments, the discount rate for the lease is the rate implicit in the lease unless that rate cannot be readily determined. In that case, the lessee is required to use its incremental borrowing rate. In computing our lease liabilities, we use the incremental borrowing rate based on the information available on the commencement date using an estimate of company-specific rate in the United States on a collateralized basis and consistent with the lease term for each lease. The lease term is the non-cancelable period of the lease and includes options to extend or terminate the lease when it is reasonably certain that an option will be exercised. Operating and financing lease right-of-use assets and lease liabilities for facilities, Energy Servers, and vehicles as of December 31, 2022 and 2021 were as follows (in thousands): Years Ended 2022 2021 Operating Leases: Operating lease right-of-use assets, net 1, 2 $ 126,955 $ 106,660 Current operating lease liabilities (16,227) (13,101) Non-current operating lease liabilities (132,363) (106,187) Total operating lease liabilities $ (148,590) $ (119,288) Finance Leases: Finance lease right-of-use assets, net 2, 3, 4 $ 2,824 $ 2,944 Current finance lease liabilities 5 (1,024) (863) Non-current finance lease liabilities 6 (1,971) (2,157) Total finance lease liabilities (2,995) (3,020) Total lease liabilities $ (151,585) $ (122,308) 1 These assets primarily include leases for facilities, Energy Servers, and vehicles. 2 Net of accumulated amortization. 3 These assets primarily include leases for vehicles. 4 Included in property, plant and equipment, net in the consolidated balance sheets. 5 Included in accrued expenses and other current liabilities in the consolidated balance sheets. 6 Included in other long-term liabilities in the consolidated balance sheets. The components of our facilities, Energy Servers, and vehicles’ lease costs for the years ended December 31, 2022, 2021, and 2020 were as follows (in thousands): Years Ended 2022 2021 2020 Operating lease costs $ 25,503 $ 15,850 $ 9,804 Financing lease costs: Amortization of right-of-use assets 968 1,345 51 Interest on lease liabilities 220 349 16 Total financing lease costs 1,188 1,694 67 Short-term lease costs 974 407 613 Total lease costs $ 27,665 $ 17,951 $ 10,484 Weighted average remaining lease terms and discount rates for our facilities, Energy Servers and vehicles as of December 31, 2022 and 2021 were as follows: December 31, 2022 2021 Weighted average remaining lease term: Operating leases 8.6 years 8.9 years Finance leases 3.3 years 3.5 years Weighted average discount rate: Operating leases 10.3 % 9.6 % Finance leases 6.9 % 7.6 % Future lease payments under lease agreements for our facilities, Energy Servers and vehicles as of December 31, 2022 were as follows (in thousands): Operating Leases Finance Leases 2023 $ 30,058 $ 1,250 2024 26,145 1,076 2025 26,879 590 2026 26,743 371 2027 25,442 180 Thereafter 95,980 11 Total minimum lease payments 231,247 3,478 Less: amounts representing interest or imputed interest (82,657) (483) Present value of lease liabilities $ 148,590 $ 2,995 Managed Services and Portfolio Financings Through PPA Entities Certain of our customers enter into Managed Services or Portfolio Financings through a PPA Entity to finance their lease of Bloom Energy Servers. Prior to our adoption of ASC 842 as of January 1, 2020, such arrangements with customers that qualified as leases were classified as either sales-type leases or operating leases. For all pre-existing Managed Services Financings or Portfolio Financings through PPA Entities, we have carried over the accounting classifications for those transactions and continue to account for such transactions as either sales-type leases or operating leases under ASC 842. Customer arrangements under Managed Services and Portfolio Financings through PPA Entities entered into after January 1, 2020 do not contain a lease under ASC 842 and are accounted for under ASC 606 as revenue arrangements. Lease agreements under our Managed Services Financings and Portfolio Financings through PPA Entities include non-cancellable lease terms, during which terms the majority of our investment in Energy Servers under lease are typically recovered. We mitigate remaining residual value risk of its Energy Servers through its provision of maintenance on the Energy Servers during the lease term and through insurance whose proceeds are payable in the event of theft, loss, damage, or destruction. Managed Services - Our Managed Services Financings with financiers that result in failed sale-and-leaseback transactions are accounted for as financing transactions. Payments received from the financier are recognized as financing obligations in our consolidated balance sheets. Proceeds from the financiers in excess of fair value of Energy Servers under successful sale-and-leaseback transactions are also accounted for as financing obligations. These financing obligations are included in each agreement’s contract value and are recognized as short-term or long-term liabilities based on the estimated payment dates. The lease agreements expire on various dates through 2034. For successful sale-and-leaseback transactions, we record right-of-use assets and lease liabilities and record lease expense over the lease term. The recognized lease expense for the year ended December 31, 2022 was $5.6 million. The recognized lease expense for the years ended December 31, 2021 and 2020 have been immaterial. We recognized $20.4 million and $35.1 million of product revenue, $11.3 million and $20.9 million of installation revenue, $3.3 million and $10.0 million of financing obligations, and $12.6 million and $29.4 million of right-of-use assets and lease liabilities from such successful sale and leaseback transactions for the years ended December 31, 2022 and 2021, respectively. At December 31, 2022, future lease payments under the Managed Services Agreements financing obligations were as follows (in thousands): Financing Obligations 2023 $ 44,740 2024 42,742 2025 41,726 2026 37,138 2027 20,793 Thereafter 36,223 Total minimum lease payments 223,362 Less: imputed interest (122,580) Present value of net minimum lease payments 100,782 Less: current financing obligations (17,364) Long-term financing obligations $ 83,418 The long-term financing obligations, as reflected in our consolidated balance sheets, were $442.1 million and $461.9 million as of December 31, 2022 and 2021, respectively. The difference between these obligations and the principal obligations in the table above will be offset against the carrying value of the related Energy Servers at the end of the lease and the remainder recognized as a gain at that point. Portfolio Financings through PPA Entities - Customer arrangements entered into prior to January 1, 2020 under Portfolio Financing arrangements through a PPA Entity that qualified as leases are accounted for as either sales-type leases or operating leases. Since January 1, 2020, we have not entered into any new PPAs with customers under such arrangements. The components of our aggregate net investment in sales-type leases under our Portfolio Financings through PPA entities consisted of the following (in thousands): December 31, 2021 Lease payment receivables, net 1 $ 44,378 Estimated residual value of leased assets (unguaranteed) 890 Net investment in sales-type leases 45,268 Less: current portion (5,784) Non-current portion of net investment in sales-type leases $ 39,484 1 Net of current estimated credit losses of approximately $0.1 million as of December 31, 2021. As of December 31, 2022, there was no net investment in sales-type leases as a result of PPA IIIa Repowering. Please refer to Note 11 - Portfolio Financings for details. Future estimated operating lease payments we expect to receive from Portfolio Financing arrangements through PPA Entities as of December 31, 2022, were as follows (in thousands): Operating Leases 2023 21,063 2024 21,238 2025 21,630 2026 22,092 2027 22,566 Thereafter 85,009 Total minimum lease payments $ 193,598 |
Stock-Based Compensation and Em
Stock-Based Compensation and Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2022 | |
Compensation Related Costs [Abstract] | |
Stock-Based Compensation and Employee Benefit Plans | Stock-Based Compensation and Employee Benefit Plans Share-based grants are designed to reward employees for their long-term contributions to us and provide incentives for them to remain with us. 2012 Equity Incentive Plan Our 2012 Equity Incentive Plan (the “2012 Plan”) was approved in August 2012. The 2012 Plan provided for the grant of incentive stock options, non-statutory stock options, stock appreciation rights and RSUs, all of which may be granted to employees, including officers, and to non-employee directors and consultants except we may grant incentive stock options only to employees. Grants under the 2012 Plan generally vest ratably over a four year period from the vesting commencement date and expire ten years from grant date. Original grants under the 2012 Plan were for “common stock”. Pursuant to the Twelfth Amended and Restated Articles of Incorporation authorized in July 2018, all such shares automatically converted to Class B shares of common stock. As of December 31, 2022, stock options to purchase 5,436,417 shares of Class B common stock were outstanding with a weighted average exercise price of $27.15 per share, and no shares were available for future grant. The 2012 Equity Incentive Plan has been canceled but continues to govern outstanding option grants under the 2012 Plan. 2018 Equity Incentive Plan The 2018 Equity Incentive Plan (the “2018 Plan”) was approved in April 2018. The 2018 Plan became effective upon the IPO and serves as the successor to the 2012 Plan. The 2018 Plan authorizes the award of stock options, restricted stock awards, stock appreciation rights, RSUs, PSUs and stock bonuses. The 2018 Plan provides for the grant of awards to employees, directors, consultants, independent contractors and advisors provided the consultants, independent contractors, directors and advisors render services not in connection with the offer and sale of securities in a capital-raising transaction. The exercise price of stock options is at least equal to the fair market value of Class A common stock on the date of grant. Grants under the 2018 Plan generally vest ratably over three The 2018 Plan allows for an annual increase on January 1, of each of 2019 through 2028, by the lesser of (a) four percent (4%) of the number of Class A common stock, Class B common stock, and common stock equivalents (including options, RSUs, warrants and preferred stock on an as-converted basis) issued and outstanding on each December 31 immediately prior to the date of increase, and (b) such number of shares determined by the Board of Directors. As of December 31, 2022, stock options to purchase 3,311,892 shares of Class A common stock were outstanding, with a weighted average exercise price of $10.11 per share, and 9,543,386 RSUs that may be settled for Class A common stock, which were granted pursuant to the 2018 Plan, were outstanding. As of December 31, 2022, we had 28,340,641 shares reserved for issuance under the 2018 Plan. 2002 Stock Plan Our 2002 Stock Plan (the “2002 Plan”) was approved in April 2002 and amended in June 2011. In August 2012 and in connection with the adoption of the 2012 Plan, shares authorized for issuance under the 2002 Plan were cancelled, except for those shares reserved for issuance upon exercise of outstanding stock options. Any outstanding stock options granted under the 2002 Plan remain outstanding, subject to the terms of the 2002 Plan, until such shares are issued under those awards (by exercise of stock options) or until the awards terminate or expire by terms. Grants under the 2002 Plan generally vest ratably over a four years period from the vesting commencement date and expire ten years from grant date. Original grants under the 2002 Plan were for “common stock”. Pursuant to the Twelfth Amended and Restated Articles of Incorporation authorized in July 2018, all such shares automatically converted to Class B shares of common stock. As of December 31, 2022, there were no outstanding options to purchase shares of Class B common stock. The 2002 Stock Plan has been canceled but continues to govern outstanding option grants under the 2012 Plan. Stock-Based Compensation Expense We used the following weighted-average assumptions in applying the Black-Scholes valuation model for determination of option valuation for options granted for the year ended December 31, 2020: Year Ended 2020 Risk-free interest rate 0.6% Expected term (years) 6.6 Expected dividend yield — Expected volatility 71.0% There were no options granted for the years ended December 31, 2022 and 2021. The following table summarizes the components of stock-based compensation expense in the consolidated statements of operations (in thousands): Years Ended 2022 2021 2020 Cost of revenue $ 18,955 $ 13,811 $ 17,475 Research and development 33,956 20,274 19,037 Sales and marketing 18,651 17,085 10,997 General and administrative 42,404 24,962 26,384 $ 113,966 $ 76,132 $ 73,893 As of December 31, 2022, and 2021, we capitalized $6.3 million and $5.8 million of stock-based compensation cost, respectively, into inventory, property, plant and equipment and deferred cost of goods sold. Stock Option and Stock Award Activity The following table summarizes the stock option activity under our stock plans during the reporting period: Outstanding Options Number of Weighted Remaining Aggregate (in thousands) Balances at December 31, 2020 15,354,271 $ 21.27 Exercised (3,460,364) 23.05 Forfeited (1,156,612) 16.33 Balances at December 31, 2021 10,737,295 21.23 5.2 $ 60,304 Exercised (537,324) 7.08 Forfeited (42,774) 6.98 Expired (1,408,888) 30.39 Balances at December 31, 2022 8,748,309 20.70 4.6 40,532 Vested and expected to vest at December 31, 2022 8,743,013 20.71 4.6 40,469 Exercisable at December 31, 2022 8,636,644 20.86 4.6 39,296 Stock Options - During the years ended December 31, 2022, 2021 and 2020, we recognized $7.1 million, $15.6 million and $19.1 million of stock-based compensation costs for stock options, respectively. We did not grant options in the years ended December 31, 2022 and 2021. During the years ended December 31, 2022, 2021 and 2020, the intrinsic value of stock options exercised was $3.8 million, $28.9 million and $11.2 million, respectively. As of December 31, 2022 and 2021, we had unrecognized compensation costs related to unvested stock options of $0.4 million and $6.2 million, respectively. This cost is expected to be recognized over the remaining weighted-average period of 0.9 years and 0.9 years, respectively. Cash received from stock options exercised totaled $3.7 million, $79.7 million and $15.0 million for the years ended December 31, 2022, 2021 and 2020, respectively. A summary of our stock awards activity and related information is as follows: Number of Weighted Unvested Balance at December 31, 2020 6,418,788 $ 13.71 Granted 6,475,536 25.82 Vested (2,904,996) 17.04 Forfeited (1,621,664) 20.97 Unvested Balance at December 31, 2021 8,367,664 $ 20.52 Granted 5,395,199 19.74 Vested (2,957,215) 18.14 Forfeited (1,256,613) 21.32 Unvested Balance at December 31, 2022 9,549,035 $ 19.99 Stock Awards - The estimated fair value of RSUs and PSUs is based on the fair value of our Class A common stock on the date of grant. For the years ended December 31, 2022, 2021 and 2020, we recognized $89.4 million, $50.1 million and $44.1 million of stock-based compensation costs for stock awards, respectively. As of December 31, 2022 and 2021, we had $135.7 million and $114.9 million of unrecognized stock-based compensation cost related to unvested stock awards, expected to be recognized over a weighted average period of 1.9 years and 2.3 years, respectively. Executive Awards In 2020, the Company granted RSU, PSU and stock option awards (the “2020 Executive Awards”) to certain executive staff pursuant to the 2018 Plan. The RSUs and stock options have time-based vesting schedules. The PSUs consist of three vesting tranches with an annual vesting schedule based on the attainment of performance conditions during fiscal year 2020 and assuming continued employment and service through each vesting date. Stock-based compensation costs associated with the 2020 Executive Awards are recognized over the service period as we evaluate the probability of the achievement of the performance conditions. In 2021, the Company granted RSU and PSU awards (the “2021 Executive Awards”) to certain executive staff, other than our Chief Executive Officer, pursuant to the 2018 Plan. The RSUs have time-based vesting schedules. The PSUs consist of annual vesting tranches based on the attainment of performance conditions and assuming continued employment and service through each vesting date. Stock-based compensation costs associated with the 2021 Executive Awards are recognized over the service period as we evaluate the probability of the achievement of the performance conditions. In 2021, the Company also granted RSU and PSU awards to our Chief Executive Officer pursuant to the 2018 Plan. The RSUs will vest in equal annual installments over five years from the grant date. A portion of the PSUs can be earned based on achieving certain financial performance goals and another portion can be earned based upon achieving certain progressive stock price hurdles. Any shares issued under the PSU awards will be subject to a two-year post-vest holding period in which the award holder will be restricted from selling any shares (net of shares settled for taxes). As of December 31, 2022, the unamortized compensation expense for the RSUs and PSUs was $22.4 million. Actual compensation expense is dependent on the performance of the PSUs that vest based upon a performance condition. We estimated the fair value of the PSUs that vest based on a market condition on the date of grant using a Monte Carlo simulation with the following assumptions: (i) expected volatility of 71.2%, (ii) risk-free interest rate of 1.6%, and (iii) no expected dividend yield. In 2022, the Company granted RSU and PSU awards (the “2022 Executive Awards”) to certain executive staff, including our Chief Executive Officer, pursuant to the 2018 Plan. The RSUs have time-based vesting schedules. The PSUs consist of three vesting tranches with an annual vesting schedule based on the attainment of performance conditions during fiscal year 2022 and assuming continued employment and service through each vesting date. Stock-based compensation costs associated with the 2022 Executive Awards are recognized over the service period as we evaluate the probability of the achievement of the performance conditions. The following table presents the stock activity and the total number of shares available for grant under our stock plans: Plan Shares Available Balances at December 31, 2020 20,233,754 Added to plan 8,102,014 Granted (6,475,536) Cancelled/Forfeited 2,778,276 Expired (491,724) Balances at December 31, 2021 24,146,784 Added to plan 8,384,460 Granted (5,431,930) Cancelled/Forfeited 2,597,990 Expired (1,356,663) Balances at December 31, 2022 28,340,641 2018 Employee Stock Purchase Plan In April 2018, we adopted the 2018 ESPP. The 2018 ESPP became effective upon our initial public offering (“IPO”) in July 2018. The 2018 ESPP is intended to qualify under Section 423 of the Internal Revenue Code. The aggregate number of our shares that may be issued over the term of our ESPP is 33,333,333 Class A common stock. A total of 3,333,333 shares of our Class A common stock were initially reserved for issuance under the plan. The number of shares reserved for issuance under the 2018 ESPP will increase automatically on the 1st day of January of each of the first nine years following the first offering date by the number of shares equal to one percent (1%) of the total number of Class A common stock, Class B common stock and common stock equivalents (including options, RSUs, warrants and preferred stock on an as converted basis) issued and outstanding on the immediately preceding December 31 (rounded down to the nearest whole share); provided, that the Board of Directors or the Compensation Committee may in its sole discretion reduce the amount of the increase in any particular year. The 2018 ESPP allows eligible employees to purchase shares, subject to purchase limits of 2,500 shares during each six month period or $25,000 worth of stock for each calendar year, of our Class A common stock through payroll deductions at a price per share equal to 85% of the lesser of the fair market value of our Class A common stock (i) on the first trading day of the applicable offering date and (ii) the last trading day of each purchase date. During the years ended December 31, 2022, 2021 and 2020, we recognized $16.2 million, $7.6 million and $5.7 million of stock-based compensation costs for the 2018 ESPP, respectively. We issued 759,744 and 1,945,305 shares in the years ended December 31, 2022 and 2021, respectively. During the years ended December 31, 2022 and 2021, we added an additional 12,055,792 and 1,902,572 shares and there were 13,840,716 and 2,544,668 shares available for issuance as of December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021, we had $12.0 million and $9.8 million of unrecognized stock-based compensation costs, expected to be recognized over a weighted average period of 0.6 years and 0.5 years, respectively. We used the following weighted-average assumptions in applying the Black-Scholes valuation model for determination of the 2018 ESPP share valuation: Years Ended 2022 2021 Risk-free interest rate 3.1%-3.2% 0.1% - 2.8% Expected term (years) 0.5 - 2.0 0.5 - 2.0 Expected dividend yield — — Expected volatility 78.0%-88.9% 95.0% - 114.5% |
Portfolio Financings
Portfolio Financings | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Portfolio Financings | Portfolio Financings Overview We have developed various financing options that enable customers’ use of the Energy Servers through third-party ownership financing arrangements. In some cases, similar to direct purchases and leases, the standard one-year warranty and performance guaranties are included in the price of the product. The Operating Company also enters into a master services agreement with us following the first year of service to extend the warranty services and guaranties over the term of the PPA. In other cases, the master services agreements including performance warranties and guaranties are billed on a quarterly basis starting in the first quarter following the placed-in-service date of the Energy Server(s) and continuing over the term of the PPA. The first of such arrangements was considered a sales-type lease and the product revenue from that agreement was recognized upfront in the same manner as direct purchase and lease transactions. Substantially all of our subsequent PPAs have been accounted for as operating leases with the related revenue under those agreements recognized ratably over the PPA term as electricity revenue. We recognize the cost of revenue, primarily product costs and maintenance service costs, over the shorter of the estimated useful life of the Energy Server or the term of the PPA. We and our third-party equity investors (together, the “Equity Investors”) contribute funds into a limited liability investment entity (the “Investment Company”) that owns and is parent to the Operating Company (together, the “PPA Entities”). These PPA Entities constitute VIEs under U.S. GAAP. We have considered the provisions within the contractual agreements which grant us power to manage and make decisions affecting the operations of these VIEs. We consider that the rights granted to the Equity Investors under the contractual agreements are more protective in nature rather than participating. Therefore, we have determined under the power and benefits criterion of ASC 810, Consolidations that we are the primary beneficiary of these VIEs. As the primary beneficiary of these VIEs, we consolidate in our consolidated financial statements the financial position, results of operations and cash flows of the PPA Entities, and all intercompany balances and transactions between us and the PPA Entities are eliminated in the consolidated financial statements. In accordance with our Portfolio Financings, the Operating Company acquires Energy Servers from us for cash payments that are made on a similar schedule as if the Operating Company were a customer purchasing an Energy Server from us outright. In the consolidated financial statements, the sale of Energy Servers by us to the Operating Company are treated as intercompany transactions and as a result eliminated in consolidation. The acquisition of Energy Servers by the Operating Company is accounted for as a non-cash reclassification from inventory to Energy Servers within property, plant and equipment, net on our consolidated balance sheets. In arrangements qualifying for sales-type leases, we reduce these recorded assets by amounts received from U.S. Treasury Department cash grants and from similar state incentive rebates. The Operating Company sells the electricity to end customers under PPAs. Cash generated by the electricity sales, as well as receipts from any applicable government incentive program, is used to pay operating expenses (including the management and services we provide to maintain the Energy Servers over the term of the PPA) and to service the non-recourse debt with the remaining cash flows distributed to the Equity Investors. In transactions accounted for as sales-type leases, we recognize subsequent customer billings as electricity revenue over the term of the PPA and amortize any applicable government incentive program grants as a reduction to depreciation expense of the Energy Server over the term of the PPA. In transactions accounted for as operating leases, we recognize subsequent customer payments and any applicable government incentive program grants as electricity revenue and service revenue over the term of the PPA. Upon sale or liquidation of a PPA Entity, distributions would occur in the order of priority specified in the contractual agreements. We have established six different PPA Entities to date. The contributed funds are restricted for use by the Operating Company to the purchase of our Energy Servers manufactured by us in our normal course of operations. All six PPA Entities utilized their entire available financing capacity and have completed the purchase of their Energy Servers. Any debt incurred by the Operating Companies is non-recourse to us. Under these structures, each Investment Company is treated as a partnership for U.S. federal income tax purposes. Equity Investors receive investment tax credits and accelerated tax depreciation benefits. PPA IIIa Repowering of Energy Servers PPA IIIa was established in 2012 and we, through a special purpose subsidiary (the “Project Company”), had previously entered into certain agreements for the purpose of developing, financing, owning, operating, maintaining and managing a portfolio of 9.8 megawatts of Energy Servers. On March 31, 2022, we entered into a Membership Interest Purchase Agreement (the “MIPA”) where we bought out the equity interest of the third-party investor, wherein the PPA IIIa became wholly owned by us (the “PPA IIIa Buyout”). Following the PPA IIIa Buyout and prior to June 14, 2022, we repaid all outstanding debt of the Project Company of $30.6 million, and recognized loss on extinguishment of debt in an amount of $4.2 million, which includes the write-off of the debt discount related to warrants of $1.8 million and a make-whole payment of $2.4 million associated with the debt extinguishment. Refer to Note 7 - Outstanding Loans and Security Agreements , Non-recourse Debt Facilities section. On June 14, 2022, we sold our 100% interest in the Project Company to the financier through the MIPA. Simultaneously, we entered into an agreement with the Project Company to upgrade the old 9.8 megawatts of Energy Servers (the “old Energy Servers”) by replacing them with a newer generation of Energy Servers (“new Energy Servers”) and providing related installation services, which was financed by the financier (the “EPC Agreement”). The plan is to remove the old Energy Servers prior to installing the new Energy Servers and return the old Energy Servers to Bloom. We also amended and restated our operations and maintenance agreement with the Project Company to cover all new Energy Servers and old Energy Servers prior to their upgrade (“the O&M Agreement”). The operations and maintenance fees under the O&M Agreement are paid on a fixed dollar per kilowatt basis. Certain power purchase agreements within the PPA IIIa portfolio were classified as sales-type leases under ASC 840 Leases , while some were classified as operating leases. The Company elected the practical expedient package with the adoption of ASC 842, which allowed the Company to carry forward the lease classification upon adoption of ASC 842 on January 1, 2020. The leases were modified prior to the sale of the PPA IIIa to the financier. Such modified leases were reassessed and determined to not be leases under ASC 842 because customers have no control over the identified assets. Accordingly, on the date of modification, the customer financing receivables were derecognized and recognized as property, plant, and equipment (“PPA IIIa PP&E”). Due to our repurchase option on the old Energy Servers, the Company concluded there was no transfer of control of the old Energy Servers upon sale of the membership interest to the financier. Accordingly, the Company continued to recognize the old Energy Servers, despite the legal ownership of such assets under the MIPA. Upon reclassification of the lease assets to PP&E, the Company assessed the recorded assets for impairment. The carrying amount of the PPA IIIa PP&E was determined to be not recoverable as the net undiscounted cash flows are less than the carrying amounts for PPA IIIa PP&E. Therefore, we recognized the asset impairment charge as electricity cost, consistent with depreciation expense classification for property, plant and equipment under leases. The PPA IIIa Upgrade was substantially complete as of December 31, 2022 and resulted in the following summarized impacts on our consolidated balance sheet as of December 31, 2022: (i) cash and cash equivalents increased by $29.3 million mainly due to $66.3 million cash receipts from the sale of new Energy Servers to the Project Company, offset by $30.6 million for the repayment of outstanding debt and related accrued interest, (ii) both customer financing receivables, current and non-current, and property plant and equipment, net decreased by $5.9 million, $36.9 million and $2.2 million, respectively, due to the impairment of $44.8 million and accelerated depreciation of $0.2 million of the existing old Energy Servers (we revised the expected useful life of the old Energy Servers from 15 years to approximately 0.5 years which resulted in recognized accelerated depreciation of $0.2 million in electricity cost of revenue (see Note 6 - Balance Sheet Components )), (iii) inventories and deferred cost of revenue decreased by $25.0 million, (iv) deferred revenue and customer deposits increased by $3.4 million, (v) accounts receivable decreased by $1.8 million and (vi) other liabilities increased by $3.8 million. Impacts on our consolidated statements of operations for the year ended December 31, 2022 are summarized as follows: (i) product, installation and service revenue recognized of $49.8 million, $4.6 million, and $0.7 million, respectively, as a result of the sale of new Energy Servers; (ii) cost of electricity revenue of $45.0 million, including the write-off of old Energy Servers of $44.8 million and accelerated depreciation of $0.2 million prior to the completion of installation; (iii) cost of product and installation revenue of $21.8 million and $3.2 million, respectively, due to the sale of new Energy Servers; and (iv) $4.2 million of loss on extinguishment of debt. Impacts on our consolidated statements of cash flows for the year ended December 31, 2022 are summarized as follows: net cash provided by financing activities decreased by $32.6 million due to the repayment of debt of $30.2 million and cash fee of $2.4 million associated with debt extinguishment. PPA IV Repowering of Energy Servers PPA IV was established in 2014 and we, through a Project Company, had previously entered into certain agreements for the purpose of developing, financing, owning, operating, maintaining and managing a portfolio of 19.3 megawatts of Energy Servers. On November 2, 2022, we entered into the MIPA where we bought out the equity interest of the third-party investor for $4.0 million, wherein the PPA IV became wholly owned by us (the “PPA IV Buyout”). Following the PPA IV Buyout and prior to November 22, 2022, we repaid all outstanding debt of the Project Company of $70.9 million, and recognized a loss on extinguishment of debt in an amount of $4.7 million, which includes the write-off of the debt discount of $0.6 million and a make-whole payment of $4.1 million associated with the debt extinguishment. Refer to Note 7 - Outstanding Loans and Security Agreements , Non-recourse Debt Facilities section. On November 22, 2022, we sold our 100% interest in the Project Company to the financier through the MIPA. Simultaneously, we entered into an agreement with the Project Company to upgrade the 19.3 megawatts of old Energy Servers by replacing them with new Energy Servers and providing related installation services, which was financed by the financier under the EPC Agreement. The old Energy Servers will be removed prior to installing the new Energy Servers, whereby upon completion of installation the old Energy Servers will be returned to Bloom. We also amended and restated our O&M Agreement with the Project Company to cover all new Energy Servers and old Energy Servers prior to their upgrade. The operations and maintenance fees under the O&M Agreement are paid on a fixed dollar per kilowatt basis. The power purchase agreements within the PPA IV portfolio were classified as operating leases under ASC 840 Leases . The Company elected the practical expedient package with the adoption of ASC 842, which allowed the Company to carry forward the lease classification upon adoption of ASC 842 on January 1, 2020. The leases were modified prior to the sale of the PPA IV to the financier. Such modified leases were reassessed and determined to not be leases under ASC 842 because customers have no control over the identified assets. Accordingly, on the date of modification, the operating leases were recognized as property, plant, and equipment (“PPA IV PP&E”). Due to our repurchase option on the old Energy Servers, the Company concluded there was no transfer of control of the old Energy Servers upon sale of the membership interest to the financier. Accordingly, the Company continued to recognize the old Energy Servers, despite the legal ownership of such assets under the MIPA. The Company assessed the recorded assets for impairment. The carrying amount of the PPA IV PP&E was determined to be not recoverable as the net undiscounted cash flows are less than the carrying amounts for PPA IV PP&E. Therefore, we recognized the asset impairment charge as electricity cost, consistent with depreciation expense classification for property, plant and equipment under leases. The PPA IV Upgrade was in progress as of December 31, 2022 and resulted in the following summarized impacts on our consolidated balance sheet as of December 31, 2022: (i) cash and cash equivalents increased by $16.4 million mainly due to $91.4 million cash receipts from the sale of new Energy Servers to the Project Company, offset by $70.9 million for the repayment of outstanding debt and related accrued interest, (ii) property plant and equipment, net decreased by $64.3 million, due to the impairment of $64.0 million and accelerated depreciation of $0.3 million of the existing old Energy Servers (we revised the expected useful life of the old Energy Servers from 15 years to approximately 0.5 years which resulted in recognized accelerated depreciation of $0.3 million in electricity cost of revenue (see Note 6 - Balance Sheet Components )), (iii) contract assets increased by $17.9 million, (iv) inventories and deferred cost of revenue decreased by $37.4 million, (v) accrued expenses and other current liabilities increased by $6.2 million and (vi) prepaid expenses and other current assets decreased by $4.7 million. Impacts on our consolidated statements of operations for the year ended December 31, 2022 are summarized as follows: (i) product and electricity revenue recognized of $102.3 million and $1.4 million, respectively, as a result of the sale of new Energy Servers; (ii) cost of electricity revenue of $64.3 million, including the write-off of old Energy Servers of $64.0 million and accelerated depreciation of $0.3 million prior to the completion of installation; (iii) cost of product revenue of $37.4 million, due to the sale of new Energy Servers; (iv) general and administrative expenses of $4.7 million due to the write-off of prepaid insurance, and; (v) $4.7 million of loss on extinguishment of debt. As a result of the equity interest buyout from the third-party investor, noncontrolling interest related to PPA IV of $23.7 million was eliminated and recorded as part of additional paid-in capital in our Consolidated Statements of Stockholders’ Equity (Deficit). Impacts on our consolidated statements of cash flows for the year ended December 31, 2022 are summarized as follows: net cash provided by financing activities decreased by $74.6 million due to the repayment of debt of $70.5 million and cash fee of $4.1 million associated with debt extinguishment. PPA V Interest Buyout On November 2, 2022, we acquired all of Constellation Energy Generation, LLC’s (“Constellation”) interest in PPA V, as set forth in the Purchase and Sale Agreement. The aggregate purchase price of the transaction amounted to $8 million. After the acquisition our interest in PPA V increased from 10% to 70%. The change in our ownership interest in PPA V was accounted for as an equity transaction in accordance with ASC 810 Consolidation . The carrying amount of the noncontrolling interest was adjusted to reflect the change in its ownership interest in PPA V, and the difference between the fair value of the consideration paid and the amount by which the noncontrolling interest is adjusted was recognized as additional paid-in capital in our Consolidated Statements of Stockholders’ Equity (Deficit). As of December 31, 2022, we consolidated PPA V in our financial statements as we determined that we still retain controlling financial interest in the PPA V and are its primary beneficiary, and therefore have the power to direct activities which are most significant to this entity. PPA Entities’ Activities Summary The table below shows the details of the three Investment Company VIEs that were active during the year ended December 31, 2022 and their cumulative activities from inception to the years indicated (dollars in thousands): PPA IIIa PPA IV PPA V Overview: Maximum size of installation (in megawatts) 10 21 40 Installed size (in megawatts) 10 19 37 Term of power purchase agreements (in years) 15 15 15 First system installed Feb-13 Sep-14 Jun-15 Last system installed Jun-14 Mar-16 Dec-16 Initial income (loss) and tax benefits allocation to Equity Investor 99% 90% 99% Initial cash allocation to Equity Investor 99% 90% 90% Income (loss), tax and cash allocations to Equity Investor after the flip date 5% No flip No flip Equity Investor(s) 1 US Bank Constellation 4 Constellation 4 and Intel Put option date 2 1st anniversary of flip point N/A N/A Company cash contributions $ 32,223 $ 11,669 $ 27,932 Company non-cash contributions 3 8,655 — — Equity Investor cash contributions 36,967 84,782 227,344 Debt financing 44,968 99,000 131,237 Activity as of December 31, 2022: Distributions to Equity Investor 4,897 15,017 30,786 Debt repayment—principal 44,968 99,000 139,795 Activity as of December 31, 2021: Distributions to Equity Investor 4,897 12,848 26,601 Debt repayment—principal 13,899 25,045 132,587 Activity as of December 31, 2020: Distributions to Equity Investor 4,847 8,852 24,809 Debt repayment—principal 10,513 21,163 16,475 1 Investor name represents ultimate parent of subsidiary financing the project. Bloom purchased the equity interest in each of the PPAs from each respective Equity Investor during fiscal year 2022. Refer to the sections entitled PPA IIIa Repowering of Energy Servers, PPA IV Repowering of Energy Servers and PPA V Interest Buyout for further details. 2 Investor right on the certain date, upon giving us advance written notice, to sell the membership interests to us or resign or withdraw from the investment partnership. 3 Non-cash contributions consisted of warrants that were issued by us to respective lenders to each PPA Entity, as required by such entity’s credit agreements. The corresponding values are amortized using the effective interest method over the debt term. 4 Formerly known as Exelon Corporation. PPA Entities’ Aggregate Assets and Liabilities Generally, the assets of an operating company owned by an investment company can be used to settle only the operating company obligations, and the operating company creditors do not have recourse to us. The following are the aggregate carrying values of our VIEs’ assets and liabilities in our consolidated balance sheets, after eliminations of intercompany transactions and balances, including as of December 31, 2022 for each of the PPA Entities in the PPA V transaction, and as of December 31, 2021 for each of the PPA Entities in the PPA IIIa transaction, the PPA IV transaction and the PPA V transaction (in thousands) : December 31, 2022 2021 Assets Current assets: Cash and cash equivalents $ 5,008 $ 1,541 Restricted cash 550 3,078 Accounts receivable 2,072 5,112 Customer financing receivable — 5,784 Prepaid expenses and other current assets 1,927 3,071 Total current assets 9,557 18,586 Property and equipment, net 133,285 228,546 Customer financing receivable — 39,484 Restricted cash 8,000 23,239 Other long-term assets 1,869 2,362 Total assets $ 152,711 $ 312,217 Liabilities Current liabilities: Accrued expenses and other current liabilities $ 1,037 $ 194 Deferred revenue and customer deposits 662 662 Non-recourse debt 13,307 17,483 Total current liabilities 15,006 18,339 Deferred revenue and customer deposits 4,748 5,410 Non-recourse debt 112,480 217,417 Total liabilities $ 132,234 $ 241,166 We consolidated the PPA Entity as a VIE in the PPA V transaction, as we have determined that we are the primary beneficiary of this VIE. This PPA Entity contains debt that is non-recourse to us and owns Energy Server assets for which we do not have title. We believe that by presenting assets and liabilities separate from the PPA Entities, we provide a better view of the true operations of our core business. The table below provides detail into the assets and liabilities of Bloom Energy separate from the PPA Entities. The table provides our stand-alone assets and liabilities, those of the PPA Entities combined, and our consolidated balances as of December 31, 2022 and 2021 (in thousands): December 31, 2022 December 31, 2021 Bloom Energy PPA Entities Consolidated Bloom Energy PPA Entities Consolidated Assets Current assets $ 1,046,406 $ 9,557 $ 1,055,963 $ 787,834 $ 18,586 $ 806,420 Long-term assets 747,510 143,154 890,664 625,520 293,631 919,151 Total assets $ 1,793,916 $ 152,711 $ 1,946,627 $ 1,413,354 $ 312,217 $ 1,725,571 Liabilities Current liabilities $ 514,224 $ 1,699 $ 515,923 $ 315,792 $ 856 $ 316,648 Current portion of debt 12,716 13,307 26,023 8,348 17,483 25,831 Long-term liabilities 635,561 4,748 640,309 669,759 5,410 675,169 Long-term portion of debt 273,076 112,480 385,556 283,482 217,417 500,899 Total liabilities $ 1,435,577 $ 132,234 $ 1,567,811 $ 1,277,381 $ 241,166 $ 1,518,547 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Our operations include the following related party transactions (in thousands): Years Ended 2022 2021 2020 Total revenue from related parties $ 36,281 $ 16,038 $ 7,562 Interest expense to related parties — — 2,513 Bloom Energy Japan Limited In May 2013, we entered into a joint venture with Softbank Corp. (“Softbank”), which was accounted for as an equity method investment. Under this arrangement, we sold Energy Servers and provided maintenance services to the joint venture. On July 1, 2021 (the “BEJ Closing Date”), we acquired Softbank’s 50% interest in the joint venture for a cash payment of $2.0 million and subject to a $3.6 million earn out. As of the BEJ Closing Date, Bloom Energy Japan Limited (“Bloom Energy Japan”) is no longer considered a related party. For the years ended December 31, 2022, 2021 and 2020, we recognized related party total revenue of nil, $1.6 million and $3.4 million, respectively. SK ecoplant Joint Venture and Strategic Partnership In September 2019, we entered into a joint venture agreement with SK ecoplant to establish a light-assembly facility in the Republic of Korea for sales of certain portions of our Energy Server for the stationary utility and commercial and industrial market in the Republic of Korea. Based on the expanded relationship between us and SK ecoplant, the joint venture in 2022 was further extended. The joint venture is a VIE of Bloom and we consolidate it in our financial statements as we are the primary beneficiary and therefore have the power to direct activities which are most significant to the joint venture. For the years ended December 31, 2022, 2021 and 2020, we recognized related party revenue of $36.3 million, $14.5 million and $4.2 million, respectively. As of December 31, 2022 and 2021, we had outstanding accounts receivable of $4.3 million and $4.4 million, respectively. On October 23, 2021, we expanded our existing relationship with SK ecoplant. In connection with the execution of the strategic partnership, we entered into the SPA pursuant to which we agreed to sell and issue to SK ecoplant 10,000,000 shares of Series A Redeemable Convertible Preferred Stock. In addition, SK ecoplant acquired an option to acquire a variable number of shares of our Class A Common Stock and acquired certain rights and provisions relating to the arrangement under this strategic partnership. For additional information, see Note 17 - SK ecoplant Strategic Investment . Debt to Related Parties |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments Purchase Commitments with Suppliers and Contract Manufacturers - In order to reduce manufacturing lead-times and to ensure an adequate supply of inventories, we have agreements with our component suppliers and contract manufacturers to allow long lead-time component inventory procurement based on a rolling production forecast. We are contractually obligated to purchase long lead-time component inventory procured by certain manufacturers in accordance with our forecasts. We can generally give notice of order cancellation at least 90 days prior to the delivery date. However, we issue purchase orders to our component suppliers and third-party manufacturers that may not be cancellable. As of December 31, 2022 and December 31, 2021, we had no material open purchase orders with our component suppliers and third-party manufacturers that are not cancellable. Performance Guarantees - We guarantee the performance of Energy Servers at certain levels of output and efficiency to its customers over the contractual term. We monitor the need for any accruals arising from such guaranties, which are calculated as the difference between committed and actual power output or between natural gas consumption at warranted efficiency levels and actual consumption, multiplied by the contractual rates with the customer. Amounts payable under these guaranties are accrued in periods when the guaranties are not met and are recorded contra service revenue in the consolidated statements of operations. We paid $12.1 million and $9.5 million for the years ended December 31, 2022 and 2021, respectively, for such performance guarantees. Under the terms of the PPA I transaction, customers agreed to purchase power from our Energy Servers at negotiated rates, generally for periods of up to 15 years. We were responsible for all operating costs necessary to maintain, monitor and repair the Energy Servers, including the fuel necessary to operate the systems under PPA I. The risk associated with the future market price of fuel purchase obligations was mitigated with commodity contract futures which expired in March 2022. For additional information, see Note 5 - Fair Value . Letters of Credit - In 2019, pursuant to the PPA II upgrade of Energy Servers, we agreed to indemnify our financing partner for losses that may be incurred in the event of certain regulatory, legal or legislative development and established a cash-collateralized LC facility for this purpose. There were no letters of credit or pledged funds associated with the PPA IIIa and PPA IV Upgrades. As of December 31, 2022, the balance of this cash-collateralized LC was $69.1 million, of which $40.6 million and $28.5 million is recognized as short-term and long-term restricted cash, respectively. As of December 31, 2021, the balance of this cash-collateralized LC was $99.4 million, of which $41.7 million and $57.7 million is recognized as short-term and long-term restricted cash, respectively. Pledged Funds - In 2019, pursuant to the PPA IIIb upgrade of Energy Servers, we established a restricted cash fund of $20.0 million, which had been pledged for a seven-year period to secure our operations and maintenance obligations with respect to the totality of our obligations to the financier. All or a portion of such funds would be released if we meet certain credit rating and/or market capitalization milestones prior to the end of the pledge period. If we do not meet the required criteria within the first five-year period, the funds would still be released to us over the following two years as long as the Energy Servers continue to perform in compliance with our warranty obligations. As of December 31, 2022 and 2021, the balance of the long-term restricted cash fund was $6.7 million and $6.7 million, respectively. Contingencies Indemnification Agreements - We enter into standard indemnification agreements with our customers and certain other business partners in the ordinary course of business. Our exposure under these agreements is unknown because it involves future claims that may be made against us but have not yet been made. To date, we have not paid any claims or been required to defend any action related to our indemnification obligations. However, we may record charges in the future as a result of these indemnification obligations. Delaware Economic Development Authority - In March 2012, we entered into an agreement with the Delaware Economic Development Authority to provide a grant of $16.5 million to us as an incentive to establish a new manufacturing facility in Delaware and to provide employment for full time workers at the facility over a certain period of time. The grant contains two types of milestones that we must complete to retain the entire amount of the grant proceeds. The first milestone was to provide employment for 900 full time workers in Delaware by the end of the first recapture period of September 30, 2017. The second milestone was to pay these full-time workers a cumulative total of $108.0 million in compensation by September 30, 2017. There are two additional recapture periods at which time we must continue to employ 900 full time workers and the cumulative total compensation paid by us is required to be at least $324.0 million by September 30, 2023. As of December 31, 2022 and 2021, we had 634 and 484 full time workers in Delaware and paid $251.2 million and $191.4 million in cumulative compensation, respectively. We have so far received $12.0 million of the grant, which is contingent upon meeting the milestones through September 30, 2023. In the event that we do not meet the milestones, we may have to repay the Delaware Economic Development Authority, up to an additional $2.5 million on September 30, 2023. We repaid $1.5 million and $1.0 million of the grant in 2017 and 2021, respectively. As of December 31, 2022 the grant became current and we have recorded $9.5 million in accrued expenses and other current liabilities for future repayments of this grant. As of December 31, 2021, we have recorded $9.5 million in other long-term liabilities for potential future repayments of this grant. Investment Tax Credits - Our Energy Servers are eligible for federal ITCs that accrued to qualified property under Internal Revenue Code Section 48 when placed into service. However, the ITC program has operational criteria that extend for five years. If the energy property is disposed of or otherwise ceases to be qualified investment credit property before the close of the five-year recapture period is fulfilled, it could result in a partial reduction of the incentives. Energy Servers are purchased by the PPA Entities, other financial sponsors, or customers and, therefore, these parties bear the risk of repayment if the assets placed in service do not meet the ITC operational criteria in the future although in certain limited circumstances we do provide indemnification for such risk. Legal Matters - We are involved in various legal proceedings that arise in the ordinary course of business. We review all legal matters at least quarterly and assess whether an accrual for loss contingencies needs to be recorded. We record an accrual for loss contingencies when management believes that it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Legal matters are subject to uncertainties and are inherently unpredictable, so the actual liability in any such matters may be materially different from our estimates. If an unfavorable resolution were to occur, there exists the possibility of a material adverse impact on our consolidated financial condition, results of operations or cash flows for the period in which the resolution occurs or on future periods. In March 2019, the Lincolnshire Police Pension Fund filed a class action complaint in the Superior Court of the State of California, County of Santa Clara, against us, certain members of our senior management, certain of our directors and the underwriters in our July 25, 2018 IPO alleging violations under Sections 11 and 15 of the Securities Act of 1933, as amended (the “Securities Act”), for alleged misleading statements or omissions in our Registration Statement on Form S-1 filed with the SEC in connection with the IPO. Two related class action cases were subsequently filed in the Santa Clara County Superior Court against the same defendants containing the same allegations; Rodriquez vs Bloom Energy et al. was filed on April 22, 2019 and Evans vs Bloom Energy et al. was filed on May 7, 2019. These cases have been consolidated. Plaintiffs’ consolidated amended complaint was filed with the court on September 12, 2019. On October 4, 2019, defendants moved to stay the lawsuit pending the federal district court action discussed below. On December 7, 2019, the Superior Court issued an order staying the action through resolution of the parallel federal litigation mentioned below. We believe the complaint to be without merit and in contravention of our forum selection clause in our Restated Certificate of Incorporation and we intend to defend this action vigorously. We are unable to estimate any range of reasonably possible losses. In May 2019, Elissa Roberts filed a class action complaint in the federal district court for the Northern District of California against us, certain members of our senior management team, and certain of our directors alleging violations under Sections 11 and 15 of the Securities Act for alleged misleading statements or omissions in our Registration Statement on Form S-1 filed with the SEC in connection with the IPO. On September 3, 2019, the court appointed a lead plaintiff and lead plaintiffs’ counsel. On November 4, 2019, plaintiffs filed an amended complaint adding the underwriters in the IPO and our auditor as defendants for the Section 11 claim, as well as adding claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act” ) against us, and certain members of our senior management team. The amended complaint alleged a class period for all claims from the time of our IPO until September 16, 2019. On April 21, 2020, plaintiffs filed a second amended complaint, which continued to make the same claims and added allegations pertaining to the restatement and, as to claims under the Exchange Act, extended the putative class period through February 12, 2020. On July 1, 2020, we and the other defendants filed motions to dismiss the second amended complaint. On September 29, 2021, the court entered an order dismissing with leave to amend (1) five of seven statements or groups of statements alleged to violate Sections 11 and 15 of the Securities Act and (2) all allegations under the Exchange Act. All allegations against our auditors were also dismissed. Plaintiffs elected not to amend the complaint and instead on October 22, 2021 filed a motion for entry of final judgment in favor of our auditors so that plaintiffs could appeal the dismissal of those claims. The court denied that motion on December 1, 2021 and in response plaintiffs filed a motion asking the court to certify an interlocutory appeal as to the accounting claims. The court denied plaintiffs’ motion on April 14, 2022. The claims for violation of Sections 11 and 15 of the Securities Act that were not dismissed by the court entered the discovery phase. On January 6, 2023, Bloom and the plaintiffs’ entered into an agreement in principle to settle the claims against Bloom, its executives and directors, and the IPO underwriters for a payment of $3 million, which will be funded entirely by our insurers. If the settlement becomes effective, it will result in a dismissal with prejudice of all claims against us, our executives and directors, and the underwriters. The settlement does not constitute an acknowledgement of liability or wrongdoing. This settlement is conditioned on the execution of a definitive settlement agreement containing the foregoing terms and customary terms for class action settlements, and approval of the settlement by the court. If the court does not approve the settlement and all of its material terms, or the settlement does not otherwise become final or effective, proceedings in the action will continue. In June 2021, we filed a petition for writ of mandate and a complaint for declaratory and injunctive relief in the Santa Clara Superior Court against the City of Santa Clara for failure to issue building permits for two of our customer installations and asking the court to require the City of Santa Clara to process and issue the building permits. In October 2021, we filed an amended petition and complaint that asserts additional constitutional and tort claims based on the City’s failure to timely issue the Energy Server permits. Discovery has commenced and we are aggressively pursuing all claims. On February 4, 2022, the City of Santa Clara filed a demurrer seeking to dismiss all of the Company’s claims. The trial judge rejected the demurrer on all claims except one, and allowed Bloom leave to amend that claim. The second amended petition was filed on July 5, 2022. The City of Santa Clara demurred only to the amended cause of action seeking damages for tortious conduct. The trial judge granted that demurrer and struck the tort claim on October 27, 2022; the writ of mandate and constitutional claims were allowed to proceed. The parties are currently briefing the writ of mandate claims which seek immediate issuance of the building permits. Those claims are scheduled for hearing on April 28, 2023. Discovery is continuing on the constitutional claims. If we are unable to secure building permits for these customer installations in a timely fashion, our customers will terminate their contracts with us and select another energy provider. In addition, if we are no longer able to install our Energy Servers in Santa Clara under building permits, we may not be able to secure future customer bookings for installation in the City of Santa Clara. In February 2022, Plansee SE/Global Tungsten & Powders Corp. (“Plansee/GTP”), a former supplier, filed a request for expedited arbitration with the World Intellectual Property Organization Arbitration and Mediation Center in Geneva Switzerland, for various claims allegedly in relation to an Intellectual Property and Confidential Disclosure Agreement between Plansee/GTP and Bloom Energy Corporation. Plansee/GTP’s statement of claims includes allegations of infringement of U.S. Patent Nos. 8,802,328, 8,753,785 and 9,434,003. On April 3, 2022, we filed a complaint against Plansee/GTP in the Eastern District of Texas to address the dispute between Plansee/GTP and Bloom Energy Corporation in a proper forum before a U.S. Federal District Court. Our complaint seeks the correction of inventorship of U.S. Patent Nos. 8,802,328, 8,753,785 and 9,434,003 (the “Patents-in-Suit”); declaratory judgment of invalidity, unenforceability, and non-infringement of the Patents-in-Suit; and declaratory judgment of no misappropriation. Further, our complaint seeks to recover damages we have suffered in relation to Plansee/GTP’s business dealings that, as alleged, constitute acts of unfair competition, tortious interference contract, breach of contract, violations of the Racketeer Influenced and Corrupt Organizations (RICO) Act and violations of the Clayton Antitrust Act. On June 9, 2022, Plansee/GTP filed a motion to dismiss the complaint filed in the Eastern District of Texas and compel arbitration (or alternatively to stay). We filed our opposition on June 30, 2022, Plansee/GTP filed its reply on July 14, 2022 and we filed our sur-reply on July 22, 2022. On February 9, 2023, Magistrate Judge Payne issued a report and recommendation to stay the district court action pending an arbitrability determination by the arbitrator for each claim. Activity in the arbitration has been held in abeyance awaiting the District Court’s determination on the motion to dismiss. The arbitrator has informed the parties that activities in the WIPO arbitration will remain dormant until Judge Gilstrap rules upon any objections filed with regard to the Magistrate’s report and recommendation. Discovery has commenced in the District Court action and the parties have exchanged discovery requests. The parties have commenced claim construction exchanges under the docket control order in preparation for a Markman hearing currently scheduled for May 11, 2023. Given that the cases are still in their early stages, we are unable to predict the ultimate outcome of the arbitration and district court action at this time, and accordingly are not able to estimate a range of reasonably possible losses. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Segment Information | Segment Information Our chief operating decision makers (“CODM”), the Chief Executive Officer and the Chief Financial Officer, review financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. The CODM allocate resources and make operational decisions based on direct involvement with our operations and product development efforts. We are managed under a functionally-based organizational structure with the head of each function reporting to the Chief Executive Officer. The CODM assess performance, including incentive compensation, based upon consolidated operations performance and financial results on a consolidated basis. As such, we have a single operating unit structure and are a single reporting segment. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of loss before the provision for income taxes are as follows (in thousands): Years Ended 2022 2021 2020 United States $ (320,107) $ (195,208) $ (179,657) Foreign 6,118 2,885 826 Total $ (313,989) $ (192,323) $ (178,831) The provision for income taxes is comprised of the following (in thousands): Years Ended 2022 2021 2020 Current: Federal $ — $ — $ — State 374 107 21 Foreign 1,158 1,012 472 Total current 1,532 1,119 493 Deferred: Federal — — — State — — — Foreign (435) (73) (237) Total deferred (435) (73) (237) Total provision for income taxes $ 1,097 $ 1,046 $ 256 A reconciliation of the U.S. federal statutory income tax rate to our effective tax rate is as follows (in thousands): Years Ended 2022 2021 2020 Tax at federal statutory rate $ (65,922) $ (40,387) $ (37,552) State taxes, net of federal effect 374 107 21 Impact on noncontrolling interest 2,872 6,074 4,522 Elimination of acquiree deferred taxes — 2,149 — Non-U.S. tax effect (387) 412 78 Nondeductible expenses and losses 2,258 1,311 908 Stock-based compensation 7,019 5,307 5,956 Loss on debt extinguishment — — 214 U.S. tax on foreign earnings (GILTI) 2,525 59 203 (Gain) loss on SK Equity Transaction (3,932) 2,292 — Acquisition contingent liability — (762) — Change in valuation allowance 56,290 24,484 25,906 Provision for income taxes $ 1,097 $ 1,046 $ 256 For the year ended December 31, 2022, we recognized a provision for income taxes of $1.1 million on a pre-tax loss of $314.0 million, for an effective tax rate of (0.3)%. For the year ended December 31, 2021, we recognized a provision for income taxes of $1.0 million on a pre-tax loss of $192.3 million, for an effective tax rate of (0.5)%. For the year ended December 31, 2020, we recognized a provision for income taxes of $0.3 million on a pre-tax loss of $178.8 million, for an effective tax rate of (0.1)%. The effective tax rate for 2022, 2021 and 2020 is lower than the statutory federal tax rate primarily due to a full valuation allowance against U.S. deferred tax assets. Significant components of our deferred tax assets and liabilities consist of the following (in thousands): December 31, 2022 2021 Tax credits and net operating loss carryforwards $ 558,779 $ 562,384 Lease liabilities 157,890 151,937 Depreciation and amortization 27,681 9,516 Deferred revenue 18,992 23,208 Accruals and reserves 21,084 14,524 Research and development expenditures capitalization 28,965 — Stock-based compensation 22,675 20,138 Disallowed Interest expenses 29,159 26,730 Investment in PPA entities 4,354 — Other items - deferred tax assets 1,519 1,528 Gross deferred tax assets 871,098 809,965 Valuation allowance (758,242) (689,257) Net deferred tax assets 112,856 120,708 Investment in PPA entities — (7,911) Managed services - deferred costs (18,974) (20,935) Right-of-use assets and leased assets (90,682) (89,165) Other items - deferred tax liability (2,049) (1,742) Gross deferred tax liabilities (111,705) (119,753) Net deferred tax asset $ 1,151 $ 955 Income taxes are recorded using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income (or loss) in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, is not more-likely-than-not to be realized. Management believes that, based on available evidence, both positive and negative, it is not more likely than not that the net U.S. deferred tax assets will be utilized. As a result, a full valuation allowance has been recorded. The valuation allowance for deferred tax assets was $758.2 million and $689.3 million as of December 31, 2022 and 2021, respectively. The net change in the total valuation allowance for the years ended December 31, 2022 and 2021 was an increase of $69.0 million and a increase of $74.3 million, respectively. At December 31, 2022, we had federal and California net operating loss carryforwards of $2.1 billion and $1.4 billion, respectively, to reduce future taxable income. The expiration of federal and California net operating loss carryforwards is summarized as follows (in billions): Federal California Expire in 2025 - 2027 $ 0.1 $ — Expire in 2028 - 2032 0.7 0.6 Expire beginning in 2033 0.9 0.8 Carryforward indefinitely 0.4 — Total $ 2.1 $ 1.4 At December 31, 2021, we also had other state net operating loss carryforwards of $365.3 million, that will begin to expire in 2023. In addition, we had approximately $31.0 million of federal research credit, $6.6 million of federal investment tax credit, and $17.4 million of state research credit carryforwards. The expiration of the federal and California credit carryforwards is summarized as follows (in millions): Federal California Expire in 2025 - 2027 $ 3.1 $ — Expire in 2028 - 2032 7.8 — Expire beginning in 2033 26.7 — Carryforward indefinitely — 17.4 Total $ 37.6 $ 17.4 We have not reflected deferred tax assets for the federal and state research credit carryforwards as the entire amount of the carryforwards represent unrecognized tax benefits. Internal Revenue Code Section 382 (“Section 382”) limits the use of net operating loss and tax credit carryforwards in certain situations in which changes occur in our capital stock ownership. Any annual limitation may result in the expiration of net operating losses and credits before utilization. If we should have an ownership change, as defined by the tax law, utilization of the net operating loss and credit carryforwards could be significantly reduced. We completed a Section 382 analysis through December 31, 2022. Based on this analysis, Section 382 limitations will not have a material impact on our net operating loss and credit carryforwards related to any ownership changes. During the year ended December 31, 2022, the amount of uncertain tax positions increased by $6.4 million. We have not recorded any uncertain tax liabilities associated with our tax positions. A reconciliation of the beginning and ending amounts of unrecognized tax benefits were as follows (in thousands): Years Ended 2022 2021 2020 Unrecognized tax benefits beginning balance $ 42,010 $ 37,753 $ 34,480 Gross (decrease) increase for tax positions of prior year (55) 95 307 Gross increase for tax positions of current year 6,434 4,162 2,966 Unrecognized tax benefits end balance $ 48,389 $ 42,010 $ 37,753 If fully recognized in the future, there would be no impact to the effective tax rate, and $44.7 million would result in adjustments to the valuation allowance. We do not have any tax positions that are expected to significantly increase or decrease within the next 12 months. Interest and penalties, to the extent there are any, would be included in income tax expense. There were no material interest or penalties accrued during or for the years ended December 31, 2022 and 2021. We are subject to taxation in the United States and various states and foreign jurisdictions. We currently have an income tax examination in progress, and we believe that adequate amounts have been reserved. All of our tax years will remain open for examination by federal and state authorities for three and four years from the date of utilization of any net operating losses and tax credits. The Tax Cuts and Jobs Act of 2017 (“Tax Act”) includes a provision referred to as Global Intangible Low-Taxed Income (“GILTI”) which generally imposes a tax on foreign income in excess of a deemed return on tangible assets. Guidance issued by the Financial Accounting Standards Board in January 2018 allows companies to make an accounting policy election to either (i) account for GILTI as a component of tax expense in the period in which the tax is incurred (“period cost method”), or (ii) account for GILTI in the measurement of deferred taxes (“deferred method”). We elected to account for the tax effects of this provision using the period cost method. The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted in the United States on March 27, 2020. The CARES Act includes several U.S. income tax provisions related to, among other things, net operating loss carrybacks, alternative minimum tax credits, modifications to the net interest deduction limitations, and technical amendments regarding the income tax depreciation of qualified improvement property placed in service after December 31, 2017. The CARES Act did not have a material impact on our financial results for the year ended December 31, 2022 and 2021. On August 16, 2022, the U.S. government enacted the IRA. The IRA establishes a new corporate alternative minimum tax based on financial statement income adjusted for certain items. The new minimum tax is effective for tax years beginning after December 31, 2022. The enactment of the IRA did not have a material impact to the Company’s financial statements for the years ended December 31, 2022 and 2021, but we are currently assessing the impact of the production and tax credit-related IRA provisions on our business for future periods. Our accumulated undistributed foreign earnings as of December 31, 2022 have been subject to either the deemed one-time mandatory repatriation under the Tax Act or the current year income inclusion under GILTI regime for U.S. tax purposes. If we were to make actual distributions of some or all of these earnings, including earnings accumulated after December 31, 2017, we would generally incur no additional U.S. income tax but could incur U.S. state income tax and foreign withholding taxes. We have not accrued for these potential U.S. state income tax and foreign withholding taxes because we intend to permanently reinvest our foreign earnings in our international operations. However, any additional income tax associated with the distribution of these earnings would be immaterial. |
Net Loss per Share Available to
Net Loss per Share Available to Common Stockholders | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss per Share Available to Common Stockholders | Net Loss per Share Available to Common Stockholders Net loss per share (basic) available to common stockholders is calculated by dividing net loss available to common stockholders by the weighted-average shares of common stock outstanding for the period. Net loss per share is the same for each class of common stock as they are entitled to the same liquidation and dividend rights. As a result, net loss per share (basic) and net loss per share (diluted) available to common stockholders are the same for both Class A and Class B common stock and are combined for presentation. Net loss per share (diluted) is computed by using the if-converted method when calculating the potentially dilutive effect, if any, of our convertible notes. Net loss per share (diluted) available to common stockholders is then calculated by dividing the resulting adjusted net loss available to common stockholders by the combined weighted-average number of fully diluted common shares outstanding. There were no adjustments to net loss available to common stockholders (diluted). Equally, there were no adjustments to the weighted average number of outstanding shares of common stock (basic) in arriving at the weighted average number of outstanding shares (diluted), as such adjustments would have been antidilutive. The following table sets forth the computation of our net loss per share available to common stockholders, basic and diluted (in thousands, except per share amounts): Years Ended 2022 2021 2020 Numerator: Net loss available to Class A and Class B common stockholders $ (301,708) $ (164,473) $ (157,574) Denominator: Weighted average shares of common stock, basic and diluted 185,907 173,438 138,722 Net loss per share available to Class A and Class B common stockholders, basic and diluted $ (1.62) $ (0.95) $ (1.14) The following common stock equivalents (in thousands) were excluded from the computation of our net loss per share available to common stockholders, diluted, for the years presented as their inclusion would have been antidilutive (in thousands): Years Ended 2022 2021 2020 Convertible notes 14,187 14,187 29,729 Redeemable convertible preferred stock 8,521 82 — Stock options and awards 5,683 7,018 6,109 28,391 21,287 35,838 As of December 31, 2022, pursuant to the notice received from SK ecoplant of its intent to exercise its option to purchase additional shares of our Class A common stock (see Note 5 - Fair Value |
SK ecoplant Strategic Investmen
SK ecoplant Strategic Investment | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
SK ecoplant Strategic Investment | SK ecoplant Strategic InvestmentIn October 2021, we expanded our existing relationship with SK ecoplant. As part of this arrangement, we amended the previous Preferred Distribution Agreement (“PDA”) and Joint Venture Agreement (“JVA”) with SK ecoplant. The restated PDA establishes SK ecoplant’s purchase commitments for our Energy Servers for the next three years on a take or pay basis as well as the basis for determining the prices at which the Energy Servers and related components will be sold. The restated JVA increases the scope of assembly done by the joint venture facility in the Republic of Korea, which was established in 2019, for the procurement of local parts for our Energy Servers and the assembly of certain portions of the Energy Servers for the South Korean market. The joint venture is a VIE of Bloom and we consolidate it in our financial statements as we are the primary beneficiary and therefore have the power to direct activities which are most significant to the joint venture. The following are the aggregate carrying values of the Korean join venture’s assets and liabilities in our consolidated balance sheets, after eliminations of intercompany transactions and balances, as of December 31, 2022 and 2021 (in thousands): December 31, 2022 2021 Assets Current assets: Cash and cash equivalents $ 2,591 $ 2,955 Accounts receivable 4257 4362 Inventories 13,412 4,363 Prepaid expenses and other current assets 2,645 99 Total current assets 22,905 11,779 Property and equipment, net 1,141 1,101 Operating lease right-of-use assets 2,390 569 Other long-term assets 47 231 Total assets $ 26,483 $ 13,680 Liabilities Current liabilities: Accounts payable $ 5,607 $ 3,006 Accrued expenses and other current liabilities 1,355 567 Deferred revenue and customer deposits 2 475 Operating lease liabilities 393 175 Total current liabilities 7,357 4,223 Operating lease liabilities 2,000 402 Total liabilities $ 9,357 $ 4,625 We also entered into a new Commercial Cooperation Agreement (the “CCA”) regarding initiatives pertaining to the hydrogen market and general market expansion for our products. Simultaneous with the execution of the above agreements, we entered into a SPA pursuant to which we agreed to sell and issue to SK ecoplant 10,000,000 shares of Series A RCPS, par value $0.0001 per share, at a purchase price of $25.50 per share for an aggregate purchase price of $255.0 million. On December 29, 2021, the closing of the sale of RCPS was completed and we issued the 10,000,000 shares of RCPS (the “Initial Investment”). We determined the fair value of the RCPS on the date of issuance thereof to be $218.0 million. We determined that the sale of the RCPS should be recorded at fair value. Accordingly, we allocated the excess of the cash proceeds received of $255.0 million plus the change in fair value of the RCPS between October 23, 2021, and December 29, 2021, of $9.7 million, over the fair value of the RCPS on December 29, 2021, and the fair value of the Option on October 23, 2021, to the PDA. This excess amounted to $37.0 million and will be recognized as revenue over the take or pay period based on an estimate of the revenue we expect to receive under the PDA. Accordingly, during the year ended December 31, 2022 and 2021, we recognized Product Revenue of $9.6 million and $2.8 million, respectively, in connection with this arrangement. The unrecognized amount of $24.6 million and $34.2 million included $10.0 million and $7.8 million in current deferred revenue and customer deposits and $14.6 million and $26.4 million in non-current deferred revenue and customer deposits on the consolidated balance sheet as of December 31, 2022 and 2021, respectively. As of December 31, 2021, the RCPS has been presented outside of permanent equity in the mezzanine section of the consolidated balance sheets because there are certain redemption provisions upon liquidation, dissolution, or deemed liquidation events (which include a change in control and the sale or other disposition of all or substantially all of our assets), which are considered contingent redemption provisions that are not solely within our control. We incurred transaction costs of $9.8 million in connection with this arrangement. We allocated the transaction costs between the RCPS, and the Option based on their relative fair values. Accordingly, an amount of $9.4 million is set off against the carrying amount of the RCPS with the balance of $0.4 million included in other income (expense), net in our consolidated statements of operations. On November 8, 2022, each share of RCPS was converted into 10,000,000 shares of Class A Common Stock. In addition to the Initial Investment, the SPA provided SK ecoplant with an option to acquire a variable number of shares of Class A Common Stock (the “Option”). The number of shares SK ecoplant may acquire under the Option (the “Option Shares”) is calculated as the lesser of (i) 11,000,000 shares of Class A Common Stock plus the number of shares of Class A Common Stock that SK ecoplant must hold to become our largest shareholder by no less than 1% of our issued and outstanding capital stock as of the issuance date of the Option Shares; and (ii) 15% of our issued and outstanding capital stock as of the issuance date of the Option Shares. The exercise price of the Option is calculated as the higher of (i) $23.00 per share and (ii) 115% of the volume-weighted average closing price of the 20 consecutive trading day period immediately preceding the exercise of the Option. According to the SPA SK ecoplant was entitled to exercise the Option through August 31, 2023, and the transaction must have been completed as of November 30, 2023. PDA, JVA, CCA and the SPA entered into with SK ecoplant concurrently should be evaluated as a combined contract in accordance with ASC 606 and, to the extent applicable for separated components, under the guidance of Topic 815 - Derivatives and Hedging and applicable subsections and ASC 480 - Distinguishing Liabilities from Equity . We concluded that the Option was a freestanding financial instrument that should have been separately recorded at fair value on the date the SPA was executed. We determined the fair value of the Option on that date to be $9.6 million. On August 10, 2022, pursuant to the SPA, SK ecoplant notified us of its intent to exercise its option to purchase additional shares of our Class A common stock, pursuant to a Second Tranche Exercise Notice (as defined in the SPA) electing to purchase 13,491,701 shares at a purchase price of $23.05 per share. Upon receipt of SK’s notice the purchase price and the number of shares of Class A Common Stock that SK will purchase under the Option were fixed. The payment for the Second Tranche Shares was agreed to be due the later of (i) December 6, 2022 and (ii) upon clearance under the HSR of the sale of the Second Tranche Shares as contemplated by the Second Tranche Exercise Notice. The Option was fair valued as of the notice date at $4.2 million, and gain on revaluation of $9.0 million was recorded under other income (expense), net in our consolidated statements of operations. Upon the receipt of the notice from SK ecoplant the Option met the criteria of equity award and was classified as a forward contract as part of additional paid-in capital. HSR approval was received in November 2022. On December 6, 2022, SK and Bloom mutually agreed to delay the Second Closing Date for the purchase of the 13,491,701 shares of Class A Common Stock of the Issuer until March 31, 2023, unless an earlier date is mutually agreed upon and subject to and assuming the satisfaction of applicable regulatory clearance. The mutual agreement to modify the Second Closing Date did not change the accounting or valuation of the equity-classified forward recorded. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events There have been no subsequent events that occurred during the period subsequent to the date of these consolidated financial statements that would require adjustment to our disclosure in the consolidated financial statements as presented. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation We have prepared the consolidated financial statements included herein pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”), and as permitted by those rules, including all disclosures required by generally accepted accounting principles as applied in the United States (“U.S. GAAP”). Certain prior period amounts have been reclassified to conform to the current period presentation. |
Principles of Consolidation | Principles of Consolidation These consolidated financial statements reflect our accounts and operations and those of our subsidiaries in which we have a controlling financial interest. We use a qualitative approach in assessing the consolidation requirement for our variable interest entity (“VIEs”), which we refer to as a tax equity partnership (each such VIE, also referred to as our power purchase agreement PPA Entity) and a joint venture in the Republic of Korea (“Korea JV”). This approach focuses on determining whether we have the power to direct those activities of the PPA Entity and the Korea JV that most significantly affect their economic performance and whether we have the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the PPA Entity and the Korea JV. For all periods presented, we have determined that we are the primary beneficiary in all of our operational PPA Entity and the Korea JV, as discussed in Note 11 - Portfolio Financings and Note 17 - SK ecoplant Strategic Investment , respectively. We evaluate our relationships with the PPA Entity and the Korea JV on an ongoing basis to ensure that we continue to be the primary beneficiary. All intercompany transactions and balances have been eliminated upon consolidation. The sale of an operating company with a portfolio of PPAs in which we do not have an equity interest is called a “Third-Party PPA.” We have determined that, although these entities are VIEs, we do not have the power to direct those activities of the Third-Party PPAs that most significantly affect their economic performance. We also do not have the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the Third-Party PPAs. Because we are not the primary beneficiary of these activities, we do not consolidate Third-Party PPAs. |
Business Combinations | Business Combinations Acquisitions of a business are accounted by using the acquisition method of accounting. Assets acquired and liabilities assumed, including amounts attributed to noncontrolling interests, are recorded at the acquisition date at their fair values. Assigning fair values requires us to make significant estimates and assumptions regarding the fair value of identifiable intangible assets, property, plant and equipment, deferred tax asset valuation allowances and liabilities, such as uncertain tax positions and contingencies. We may refine these estimates if necessary over a period not to exceed one year by taking into consideration new information that, if known at the acquisition date, would have affected the fair values ascribed to the assets acquired and liabilities assumed. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. The most significant estimates include the determination of the stand-alone selling price, including material rights estimates, inventory valuation, specifically excess and obsolescence provisions for obsolete or unsellable inventory and, in relation to property, plant and equipment (specifically Energy Servers), assumptions relating to economic useful lives and impairment assessments. Other accounting estimates include variable consideration relating to product performance guaranties, lease and non-lease components and related financing obligations such as incremental borrowing rates, estimated output, efficiency and residual value of the Energy Servers, product performance warranties and guaranties and extended maintenance, derivative valuations, estimates for recapture of the U.S. Investment Tax Credit (“ITC”) and similar federal tax benefits, estimates relating to contractual indemnities provisions, estimates for income taxes and deferred tax asset valuation allowances, stock-based compensation expense and estimates of fair value of preferred stock and equity and non-equity items in relation to the SK ecoplant strategic investment. In addition, certain of such estimates could require further judgment or modification and therefore carry a higher degree of variability and volatility. Actual results could differ materially from these estimates under different assumptions and conditions. |
Revenue Recognition | Revenue Recognition We primarily earn product and installation revenue from the sale and installation of our Energy Servers, service revenue by providing services under operations and maintenance services contracts, and electricity revenue by selling electricity to customers under PPAs and Managed Services Agreements (as defined below). We offer our customers several ways to finance their use of a Bloom Energy Server. Customers, including some of our international channel providers and Third Party PPAs, may choose to purchase our Energy Servers outright. Customers may also enter into contracts with us for the purchase of electricity generated by our Energy Servers (a “Managed Services Agreement”), which is then financed through one of our financing partners (“Managed Services Financings”), or as a traditional lease. Finally, customers may purchase electricity through our PPA Entities (“Portfolio Financings”). Revenue Recognition under ASC 606 Revenue from Contracts with Customers In applying Accounting Standards Codification 606, Revenue from Contracts with Customers, revenue is recognized by following a five-step process: Identify the contract(s) with a customer. Evidence of a contract generally consists of an agreement, or a purchase order issued pursuant to the terms and conditions of a distributor, reseller, purchase, use and maintenance agreement, maintenance services agreements or energy supply agreement. Identify the performance obligations in the contract. Performance obligations are identified in our contracts and primarily include transferring control of an Energy Server, installation of Energy Servers, providing maintenance services and maintenance services renewal options which, in certain situations, provide customers with material rights. Determine the transaction price. The purchase price stated in an agreed-upon purchase order or contract is generally representative of the transaction price. When determining the transaction price, we consider the effects of any variable consideration, which include performance guarantees that may be payable to our customers. Allocate the transaction price to the performance obligations in the contract. The transaction price in a contract is allocated based upon the relative standalone selling price of each distinct performance obligation identified in the contract. Recognize revenue when (or as) we satisfy a performance obligation. We satisfy performance obligations either over time or at a point in time as discussed in further detail below. Revenue is recognized at the time the related performance obligation is satisfied by transferring control of the promised products or services to a customer. We sometimes combine contracts governing the sale and installation of an Energy Server with the related maintenance services contracts and account for them as a single contract at contract inception to the extent the contracts are with the same customer. These contracts are not combined when the customer for the sale and installation of the Energy Server is different to the maintenance services contract customer. We also assess whether any contract terms including default provisions, put or call options result in components of our contracts being accounted for as financing or leasing transactions outside of the scope of ASC 606. Most of our contracts contain performance obligations with a combination of our Energy Server product, installation and maintenance services. For these performance obligations, we allocate the total transaction price to each performance obligation based on the relative standalone selling price. Our maintenance services contracts are typically subject to renewal by customers on an annual basis. We assess these maintenance services renewal options at contract inception to determine whether they provide customers with material rights that give rise to separate performance obligations. The total transaction price is determined based on the total consideration specified in the contract, including variable consideration in the form of a performance guaranty payment that represents potential amounts payable to customers. The expected value method is generally used when estimating variable consideration, which typically reduces the total transaction price due to the nature of the performance obligations to which the variable consideration relates. These estimates reflect our historical experience and current contractual requirements which cap the maximum amount that may be paid. The expected value method requires judgment and considers multiple factors that may vary over time depending upon the unique facts and circumstances related to each performance obligation. Depending on the facts and circumstances, a change in variable consideration estimate will either be accounted for at the contract level or using the portfolio method. We exclude from the transaction price all taxes assessed by governmental authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers. Accordingly, such tax amounts are not included as a component of net sales or cost of sales. These tax amounts are recorded in cost of electricity revenue, cost of service revenue, and general and administrative operating expenses. We allocate the transaction price to each distinct performance obligation based on relative standalone selling prices. Given that we typically sell an Energy Server together with the related installation and maintenance services, standalone selling prices are not directly observable. We estimate standalone selling prices by using a cost-plus approach. Costs relating to Energy Servers include all direct and indirect manufacturing costs, applicable overhead costs and costs for normal production inefficiencies (i.e., variances). We then apply a margin to the Energy Servers based on our Company’s pricing strategy. As our business offerings and eligibility for the ITC evolve over time, we may be required to modify the expected margin in subsequent periods and our revenue could be materially affected. Costs relating to installation include all direct and indirect installation costs. The margin we apply reflects our profit objectives relating to installation. Costs for maintenance services arrangements are estimated over the life of the maintenance contracts and include estimated future material costs and non-material costs. Material costs over the period of the service arrangement are impacted significantly by the longevity of the fuel cells themselves. We apply a lower margin to our total service costs than to our Energy Servers as it best reflects our long-term service margin expectations and comparable historical industry service margins. We generally recognize product and installation revenue at a point in time that the customer obtains control of the Energy Server. For certain instances, control of the installations is transferred to the customer over time, and the related revenue is recognized over time as the performance obligation is satisfied using the cost-to-cost (percentage-of-completion) method. We use an input measure of progress to determine the amount of revenue to be recognized during each reporting period. We recognize maintenance services revenue, including revenue associated with any related customer material rights, over time as we perform service maintenance activities. Amounts billed to customers for shipping and handling activities are considered contract fulfillment activities and not a separate performance obligation of the contract. Shipping and handling costs are recorded within cost of revenue. The following is a description of the principal activities from which we generate revenue. Our four revenue streams are classified as follows: Product Revenue - All of our product revenue is generated from the sale of our Energy Servers to direct purchase customers, including financing partners on Third-Party PPAs and sale-and-leaseback transactions, and international channel providers. We generally recognize product revenue from contracts with customers at the point that control is transferred to the customers. This occurs when we achieve customer acceptance, which depending on the contract terms is when the system is shipped and delivered to our customers, when the system is shipped and delivered and is physically ready for startup and commissioning, or when the system is shipped and delivered and is turned on and producing power. Under our traditional lease financing option, we sell our Energy Servers through a direct sale to a financing partner who, in turn, leases the Energy Servers to the customer under a lease agreement. With our sales to our international channel providers, our international channel providers typically sell the Energy Servers to, or sometimes provide a PPA to, an end customer. In both traditional lease and international channel providers transactions, we contract directly with the end customer to provide extended maintenance services after the end of the standard warranty period. As a result, since the customer that purchases the server is a different and unrelated party to the customer that purchases extended warranty services, the product and maintenance services contract are not combined. Installation Revenue - Nearly all of our installation revenue relates to the installation of Energy Servers sold to customers as part of a direct purchase and to financing parties as part of a traditional lease or Portfolio Financing. Generally, we recognize installation revenue when the system is physically ready for startup and commissioning, or when the system is turned on and producing power. For instances when control for installation services is transferred over time, we use an input measure of progress to determine the amount of revenue to recognize during each reporting period based on the costs incurred to satisfy the performance obligation. Payments received from customers are recorded within deferred revenue and customer deposits in the consolidated balance sheets until control is transferred. The related cost of such product and installation is also deferred as a component of deferred cost of revenue in the consolidated balance sheets until control is transferred. Service Revenue - Service revenue is generated from maintenance services agreements. As part of our initial contract with customers for the sale and installation of our Energy Servers, we typically provide a standard one-year warranty which covers defects in materials and workmanship and manufacturing or performance conditions under normal use and service for the first year following commencement of operations. As part of this standard first-year warranty, we also monitor the operations of the underlying systems and provide output and efficiency guaranties. We have determined that this standard first-year warranty is a distinct performance obligation - being a promise to stand-ready to maintain the Energy Servers when and if required during the first year following installation. We also sell to our customers extended annual maintenance services that effectively extend the standard first-year warranty coverage at the customer’s option. These customers generally have an option to renew or cancel the extended maintenance services on an annual basis and nearly every customer has renewed historically. Similar to the standard first-year warranty, the optional extended annual maintenance services are considered a distinct performance obligation – being a promise to stand-ready to maintain the Energy Servers when and if required during the renewal service year. Given our customers’ renewal history, we anticipate that most of them will continue to renew their maintenance services agreements each year for the period of their expected use of the Energy Server. The contractual renewal price may be less than the standalone selling price of the maintenance services and consequently the contract renewal option may provide the customer with a material right. We estimate the standalone selling price for customer renewal options that give rise to material rights using the practical alternative by reference to optional maintenance services renewal periods expected to be provided and the corresponding expected consideration for these services. This reflects the fact that our additional performance obligations in any contractual renewal period are consistent with the services provided under the standard first-year warranty. Where we have determined that a customer has a material right as a result of their contract renewal option, we recognize that portion of the transaction price allocated to the material right over the period in which such rights are exercised. Payments from customers for the extended maintenance contracts are generally received at the beginning of each service year. Accordingly, the customer payment received is recorded as a customer deposit and revenue is recognized over the related service period as the services are performed. Electricity Revenue - We sell electricity produced by our Energy Servers owned directly by us or by our consolidated PPA Entities. Our PPA Entities purchase Energy Servers from us and sell electricity produced by these systems to customers through long-term PPAs. Customers are required to purchase all of the electricity produced by those Energy Servers at agreed-upon rates over the course of the PPAs’ contractual term. In addition, in certain Managed Services Financings pursuant to which we are party to a Managed Services Agreement with a customer in a sale-leaseback-sublease arrangement, we may recognize electricity revenue. We first determine whether the Energy Servers under the sale-leaseback arrangement of a Managed Services Financing were “integral equipment.” As the Energy Servers were determined not to be integral equipment, we determine if the leaseback was classified as a financing lease or an operating lease. We adopted ASC 842, Leases (“ASC 842”), with effect from January 1, 2020. Managed Services Financings entered prior to June 30, 2021, were accounted as failed sale-and-leaseback transactions because some financing agreements included repurchase option which prevented the transfer of control of the systems to the financier. Additionally, some of our leaseback agreements with financiers did not meet the criteria of operating leases that resulted in failed sale-and-leaseback transactions. We also determined that the sub-lease arrangements under the Managed Services Agreements with the customer are not within the scope of ASC 842 because the customer does not have the right to control the use of the underlying assets (i.e., the Energy Servers). Accordingly, such agreements are accounted for under ASC 606. Under ASC 606, we recognize customer payments for electricity as electricity revenue. The transition guidance associated with ASC 842 also permitted certain practical expedients. We elected the practical expedient, which allowed us to carryforward certain aspects of our historical lease accounting under ASC 840 for leases that commenced before the effective date, including not to reassess (i) whether any expired or existing contracts are or contain leases, (ii) lease classification for any expired or existing leases, and (iii) initial direct costs for any existing leases. We also elected the practical expedient to not separate non-lease and lease components and instead account for them as a single lease component for all classes of underlying assets. Lastly, for all classes of underlying assets, we elected to adopt an accounting policy for which we will not record on our consolidated balance sheets leases whose terms are 12 months or less. Instead, these lease payments are recognized in profit or loss on a straight-line basis over the lease term. During the second half of fiscal 2021 and 2022, we completed several successful sale-and-lease back transactions in which we transferred control of the Energy Server to the financier and leased it back as an operating lease to provide electricity to the end customer. In order for the transaction to meet the criteria for sale-leaseback accounting, control of the Energy Servers must transfer to the financier, which requires, among other criteria, the leaseback to meet the criteria for an operating lease in accordance with ASC 842. Accordingly, for such transactions where control transfers and the leaseback is classified as an operating lease, the proceeds from the sale to the financier are recognized as revenue based on the fair value of the Energy Servers sold and are allocated between Product Revenue and Installation Revenue based on the relative standalone selling prices. We recognize a lease liability for the Energy Server leaseback obligation based on the present value of the future payments to the financier that are attributed to the Energy Server leaseback using our incremental borrowing rate. We also record a right-of-use asset, which is amortized over the term of the leaseback, and is included as a cost of electricity revenue on the consolidated statements of operations. For certain sale-leaseback transactions, we receive proceeds from the financier in excess of the fair value of the Energy Servers in order to finance our ongoing costs associated with the operation of the Energy Servers during the term of the end customer agreement to provide electricity. Such proceeds are recognized as a financing obligation. We allocate payments we are obligated to make under the leaseback agreement with the financier between the lease liability and the financing obligation based on the proportion of the financing obligation to the total proceeds to be received. We recognize revenue from the satisfaction of performance obligations under our PPAs and Managed Services Financings to provide electricity to our end customers as the electricity is provided over the term of the agreement in the amount invoiced, which reflects the amount of consideration to which we have the right to invoice and which corresponds to the value transferred under such arrangements. Modifications Contract modifications are accounted for as separate contracts if the additional products and services are distinct and priced at standalone selling prices. If the additional products and services are distinct, but not priced at standalone selling prices, the modification is treated as a termination of the existing contract and the creation of a new contract. If the additional products and services are not distinct within the context of the contract, the modification is combined with the original contract and either an increase or decrease in revenue is recognized on the modification date. Deferred Revenue We recognize a contract liability (referred to as deferred revenue in our consolidated financial statements) when we have an obligation to transfer products or services to a customer in advance of us satisfying a performance obligation and the contract liability is reduced as performance obligations are satisfied and revenue is recognized. The related cost of such product is deferred as a component of deferred cost of revenue in the consolidated balance sheets. Prior to shipment of the product or the commencement of performance of maintenance services, any prepayment made by the customer is recorded as a customer deposit. Deferred revenue related to material rights for options to renew are recognized in revenue over the maintenance services period. A description of the principal activities from which we recognize cost of revenues associated with each of our revenue streams are classified as follows: Cost of Product Revenue - Cost of product revenue consists of costs of our Energy Servers that we sell to direct purchase, including financing partners on Third-Party PPAs, international channel providers and traditional lease customers. It includes costs paid to our materials suppliers, direct labor, manufacturing and other overhead costs, shipping costs, provisions for excess and obsolete inventory and the depreciation costs of our equipment. For Energy Servers sold to customers pending installation, we provide warranty reserves as a part of product costs for the period from transfer of control of Energy Servers to commencement of operations. Cost of Installation Revenue - Cost of installation revenue primarily consists of the costs to install our Energy Servers that we sell to direct purchase, including financing partners on Third-Party PPAs and traditional lease customers. It includes cost of materials and service providers, personnel costs, shipping costs and allocated costs. Cost of Service Revenue - Cost of service revenue consists of costs incurred under maintenance service contracts for all customers. It includes personnel costs for our customer support organization, certain allocated costs, and extended maintenance-related product repair and replacement costs. Cost of Electricity Revenue - Cost of electricity revenue primarily consists of the depreciation of the cost of the Energy Servers owned by us or the consolidated PPA Entities. The cost of electricity revenue is generally recognized over the term of the Managed Services Agreement or customer’s PPA contract. |
Revenue Recognized from Portfolio Financings Through PPA Entities | Revenue Recognized from Portfolio Financings Through PPA Entities (See Note 11 - Portfolio Financings In 2010, we began selling our Energy Servers to tax equity partnerships in which we held an equity interest as a managing member, or a PPA Entity. The investors in a PPA Entity contribute cash to the PPA Entity in exchange for an equity interest, which then allows the PPA Entity to purchase the Operating Company and the Energy Servers. The cash contributions held are classified as short-term or long-term restricted cash according to the terms of each PPA Entity’s governing documents. As we identified customers, the Operating Company entered into a PPA with the customer pursuant to which the customer agreed to purchase the power generated by one or more Energy Servers at a specified rate per kilowatt hour for a specified term, which can range from 10 to 21 years. The Operating Company, wholly owned by the PPA Entity, typically entered into a maintenance services agreement with us following the first year of service to extend the standard one-year performance warranties and guaranties. This intercompany arrangement is eliminated on consolidation. Those PPAs that qualify as leases are classified as either sales-type leases or operating leases and those that do not qualify as leases are classified as tariff agreements or revenue arrangements with customers. For arrangements classified as operating leases, tariff agreements, or revenue arrangements with customers, income is recognized as contractual amounts are due when the electricity is generated and presented within electricity revenue on the consolidated statements of operations. In June 2022 and November 2022, we completed the repowering of PPA IIIa and PPA IV, respectively. Please refer to Note 11 - Portfolio Financings for details. Sales-type Leases - Certain Portfolio Financings with PPA Entities entered into prior to our adoption of ASC 842 qualified as sales-type leases in accordance with ASC 840. The classification for such arrangements were carried over and accounted for as sales-type leases under ASC 842. As the Portfolio Financings through PPA Entities entered into prior to our adoption of ASC 842 contain a lease, the consideration received is allocated between the lease elements (lease of property and related executory costs) and non-lease elements (other products and services, excluding any derivatives) based on relative fair value. Lease elements include the leased system and the related executory costs (i.e. installation of the system, electricity generated by the system, maintenance costs). Non-lease elements include service, fuel and interest related to the leased systems. Service revenue is recognized over the term of the PPA as electricity is generated. For those transactions that contain a lease, the interest component related to the leased system is recognized as interest revenue over the life of the lease term. The customer has the option to purchase the Energy Servers at the then fair market value at the end of the PPA contract term. Service revenue related to sales-typ e leases of $0.4 million, $2.3 million and $2.3 million for the years ended December 31, 2022, 2021 and 2020, respectively, is included in service revenue in the consolidated statements of operations. We have not entered into any new Portfolio Financing arrangements through PPA Entities during the last three years. Operating Leases - Certain Portfolio Financings with PPA Entities entered into prior to the adoption of ASC 842 that were deemed leases in substance but did not meet the criteria of sales-type leases or direct financing leases in accordance with ASC 840, were accounted for as operating leases. The classification for such arrangements were carried over and accounted for as operating leases under ASC 842. Revenue under these arrangements is recognized as electricity sales and service revenue and is provided to the customer at rates specified under the PPAs. During the years ended December 31, 2022, 2021 and 2020, revenue from electricity sales from these Portfolio Financings with PPA Entities amounted to $25.9 million, $28.6 million and $27.7 million, respectively. During the years ended December 31, 2022, 2021 and 2020, service revenue amounted to $13.1 million, $14.6 million, and $13.8 million, respectively. |
Warranty Costs | Warranty Costs We generally warrant our products sold to our customers, international channel providers, and financing parties for the first year following the date of acceptance of the Energy Servers. This standard warranty covers defects in materials, workmanship and manufacturing or performance conditions under normal use and service conditions for the first year following acceptance or for the optional extended annual maintenance services period. We recognize warranty costs for those contracts that are considered to be assurance-type warranties and consequently do not give rise to performance obligations or for those maintenance service contracts that were previously in the scope of ASC 605-20-25, Separately Priced Extended Warranty and Product Maintenance Contracts . In addition, as part of our standard one-year warranty and Managed Services Agreements obligations, we monitor the operations of the underlying systems and provide output and efficiency guaranties (collectively “product performance guaranties”). If the Energy Servers run at a lower efficiency or power output than we committed under our performance warranty or guaranty, we will reimburse the customer for this underperformance. Our performance obligation includes ensuring the Energy Server operates at least at the efficiency and/or power output levels set forth in the customer agreement. Our aggregate reimbursement obligation for a performance guaranty for each customer is capped based on the purchase price of the underlying Energy Server. Product performance guaranty payments are accounted for as a reduction in service revenue. We accrue for performance guaranties based on the estimated amounts reimbursable at each reporting period and recognize the costs as a reduction to revenue. |
Shipping and Handling Costs | Shipping and Handling Costs We generally record costs related to shipping and handling in cost of product revenue, cost of installation revenue and cost of service as they are incurred. |
Sales and Utility Taxes | Sales and Utility TaxesWe recognize revenue on a net basis for taxes charged to our customers and collected on behalf of the taxing authorities |
Advertising and Promotion Costs | Advertising and Promotion Costs - Expenses related to advertising and promotion of products are charged to sales and marketing expense as incurred. We did not incur any material advertising or promotion expenses during the years ended December 31, 2022 and 2021. |
Research and Development | Research and Development - We conduct internally funded research and development activities to improve anticipated product performance and reduce product life-cycle costs. Research and development costs are expensed as incurred and include salaries and expenses related to employees conducting research and development. |
Stock-Based Compensation | Stock-Based Compensation - We account for stock options, restricted stock units (“RSUs”) and performance-based stock units (“PSUs”) awarded to employees and non-employee directors under the provisions of ASC 718, Compensation-Stock Compensation . Stock-based compensation costs for options are measured using the Black-Scholes valuation model. The Black-Scholes valuation model uses as inputs the fair value of our common stock and assumptions we make for the volatility of our common stock, the expected term of the award, the risk-free interest rate for a period that approximates the expected term of the stock options and the expected dividend yield. In developing estimates used to calculate assumptions, we established the expected term for employee options as well as expected forfeiture rates based on the historical settlement experience and after giving consideration to vesting schedules. For options with a vesting condition tied to the attainment of service and market conditions, stock-based compensation costs are recognized using Monte Carlo simulations. Stock-based compensation costs are recorded net of estimated forfeitures such that expense is recorded only for those stock-based awards that are expected to vest. We typically record stock-based compensation costs for options under the straight-line attribution method over the requisite service period, which is generally the vesting term, which is generally four years for options. Stock-based compensation costs for RSUs and PSUs are measured based on the fair value of the underlying shares on the date of grant. We recognize the compensation cost for RSUs using a straight-line basis over the requisite service period of the RSUs, which is generally three one We also use the Black-Scholes valuation model to estimate the fair value of stock purchase rights under the Bloom Energy Corporation 2018 Employee Stock Purchase Plan (the “2018 ESPP”). The fair value of the 2018 ESPP purchase rights is recognized as expense under the multiple options approach. Forfeitures are estimated at the time of grant and revised in subsequent periods, if necessary, if actual forfeitures differ from initial estimates. Stock issued to grantees in our stock-based compensation is from authorized and previously unissued shares. Stock-based compensation expense is recorded in the consolidated statements of operations based on the employees’ respective function. Stock-based compensation costs directly associated with the product manufacturing operations process are capitalized into inventory and expensed when the capitalized asset is used in the normal course of the sales or services process. We record deferred tax assets for awards that result in deductions on our income tax returns, unless we cannot realize the deduction (i.e., we are in a net operating loss position), based on the amount of compensation cost recognized and our statutory tax rate. Refer to Note 10 - Stock-Based Compensation and Employee Benefit Plans for further discussion of our stock-based compensation arrangements. |
Income Taxes | Income Taxes We account for income taxes using the liability method under ASC 740, Income Taxes (“ASC 740”). Under this method, deferred tax assets and liabilities are determined based on net operating loss carryforwards, research and development credit carryforwards and temporary differences resulting from the different treatment of items for tax and financial reporting purposes. Deferred items are measured using the enacted tax rates and laws that are expected to be in effect when the differences reverse. Additionally, we must assess the likelihood that deferred tax assets will be recovered as deductions from future taxable income. We have provided a full valuation allowance on our domestic deferred tax assets because we believe it is more likely than not that our deferred tax assets will not be realized. We follow the accounting guidance in ASC 740, which requires a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. We record a liability for the difference between the benefit recognized and measured pursuant to ASC 740-10 and the tax position taken or expected to be taken on our tax return. To the extent that the assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. We established reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves are established when we believe that certain positions might be challenged despite our belief that the tax return positions are fully supportable. The reserves are adjusted in light of changing facts and circumstances such as the outcome of a tax audit. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate. We recognize interest and penalties related to unrecognized tax benefits in income tax expense. |
Comprehensive Loss | Comprehensive Loss Our comprehensive loss is comprised of net loss attributable to Class A and Class B common stockholders, unrealized loss on available-for-sale securities, change in derivative instruments designated and qualifying as cash flow hedges, foreign currency translation adjustment and comprehensive loss attributable to noncontrolling interest and redeemable noncontrolling interest. |
Fair Value Measurement | Fair Value Measurement ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), defines fair value, establishes a framework for measuring fair value under U.S. GAAP and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principle or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The guidance describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value: Level 1 Quoted prices in active markets for identical assets or liabilities. Financial assets utilizing Level 1 inputs typically include money market securities and U.S. Treasury securities. Level 2 Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Financial liabilities utilizing Level 2 inputs are represented by SK ecoplant option to acquire a variable number of shares of Class A common stock and its valuation is performed with the help of a Monte Carlo simulation model using a stochastic volatility parameter, which is calibrated and considers the observable implied volatility, the stock price of our Class A Common Stock and market interest rates. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Financial liabilities utilizing Level 3 inputs include contract embedded derivatives. Their valuations are performed using a Monte Carlo simulation model which considers various potential electricity price curves over the sales contract terms. |
Cash and Cash Equivalents | Cash, Cash Equivalents and Restricted Cash - Cash equivalents consist of highly liquid short-term investments with maturities of 90 days or less at the date of purchase. Restricted cash is held as collateral to provide financial assurance that we will fulfill obligations and commitments primarily related to our Portfolio Financings, Third Party PPA and Managed Services Agreements. Restricted cash also includes debt service reserves, maintenance service reserves and facility lease agreements. Restricted cash that is expected to be used within one year of the balance sheet date is classified as a current asset, whereas restricted cash expected to be used more than one year from the balance sheet date is classified as a non-current asset. |
Restricted Cash | Cash, Cash Equivalents and Restricted Cash - Cash equivalents consist of highly liquid short-term investments with maturities of 90 days or less at the date of purchase. Restricted cash is held as collateral to provide financial assurance that we will fulfill obligations and commitments primarily related to our Portfolio Financings, Third Party PPA and Managed Services Agreements. Restricted cash also includes debt service reserves, maintenance service reserves and facility lease agreements. Restricted cash that is expected to be used within one year of the balance sheet date is classified as a current asset, whereas restricted cash expected to be used more than one year from the balance sheet date is classified as a non-current asset. |
Derivatives | Derivatives - We account for our derivative instruments as either an asset or a liability which are carried at fair value on the consolidated balance sheets. Changes in the fair value of the derivatives that are designated and qualify as cash flow hedges are recorded in accumulated other comprehensive income (loss) on the consolidated balance sheets. Changes in fair value of those derivatives that no longer qualify as cash flow hedges or are derivatives that do not qualify for hedge accounting are recorded through earnings in the consolidated statements of operations. |
Customer Financing Receivables | Customer Financing Receivables - The contractual terms of our customer financing receivables are primarily contained within the PPA Entities’ customer lease agreements. Leases entered into prior to our adoption of ASC 842 carried over their classification as either operating or sales-type leases in accordance with the relevant accounting guidelines. Customer financing receivables were generated by Energy Servers leased to PPA Entities’ customers in leasing arrangements that qualified and continue to be accounted for as sales-type leases. Customer financing receivables for such arrangements represent the gross minimum lease payments to be received from customers and the system’s estimated residual value, net of unearned income and allowance for estimated losses. Initial direct costs for such sales-type leases continued to be recognized as cost of revenue when the Energy Servers were placed in service. |
Accounts Receivable | Accounts Receivable - Accounts receivable primarily represents trade receivables from sales to customers recorded at amortized cost less allowance for credit losses. The allowance for credit losses reflects our best estimate about future losses over the contractual life of outstanding accounts receivable taking into consideration historical experience, specific allowances for known troubled accounts, other currently available information including customer financial condition, and both current and forecasted economic conditions. |
Inventories | Inventories - Inventories consist principally of raw materials, work-in-process and finished goods and are stated on a first-in, first-out basis at the lower of cost or net realizable value. We record inventory excess and obsolescence provisions for estimated obsolete or unsellable inventory, equal to the difference between the cost of inventory and estimated net realizable value based upon assumptions about market conditions and future demand for product generally expected to be utilized over the next 12 to 24 months, including product needed to fulfill our warranty obligations. If actual future demand for our products is less than currently forecasted, additional inventory provisions may be required. Once a provision is recorded, it is maintained until the product to which it relates to is sold or otherwise disposed. |
Property, Plant and Equipment | Property, Plant and Equipment - Property, plant and equipment, including leasehold improvements, are stated at cost less accumulated depreciation. Energy Servers are depreciated to their residual values over their useful economic lives which reflect consideration of the terms of their related PPA and tariff agreements. These useful lives are reassessed when there is an expected change in the use of the Energy Servers. Leasehold improvements are depreciated over the shorter of the lease term or their estimated depreciable lives. Buildings are amortized over the shorter of the lease or property term or their estimated depreciable lives. Assets under construction are capitalized as costs are incurred and depreciation commences after the assets are put into service within their respective asset class. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets - Our long-lived assets include property, plant and equipment and Energy Servers capitalized in connection with our Managed Services Financing Program, Portfolio Financings and other similar arrangements. The carrying amounts of our long-lived assets are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful life is shorter than originally estimated. |
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock - |
Allocation of Profits and Losses of Consolidated Entities to Noncontrolling Interests | Allocation of Profits and Losses of Consolidated Entities to Noncontrolling Interests - We generally allocate profits and losses to noncontrolling interests under the hypothetical liquidation at book value (“HLBV”) method. The determination of equity in earnings under the HLBV method requires management to determine how proceeds, upon a hypothetical liquidation of the entity at book value, would be allocated between our investors. The noncontrolling interest balance is presented as a component of permanent equity in the consolidated balance sheets. For income tax purposes, the Equity Investors of the PPA Entities receive a greater proportion of the share of losses and other income tax benefits. This includes the allocation of investment tax credits which are distributed to the Equity Investors through an Investment Company subsidiary of Bloom. Allocations are initially based on the terms specified in each respective partnership agreement until either a specific date or the Equity Investors’ targeted rate of return specified in the partnership agreement is met (the “flip” of the flip structure) whereupon the allocations change. In some cases, after the Equity Investors receive their contractual rate of return, we receive substantially all of the remaining value attributable to the long-term recurring customer payments and the other incentives. |
Foreign Currency Considerations | Foreign Currency Considerations Items included in the financial statements of each of the Company’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The functional currency of the Company’s parent entity is the U.S. dollar. Functional currencies of our foreign subsidiaries are local currencies. The functional currency of our joint venture in the Republic of Korea is the local currency, the South Korean won (“KRW”), since the joint venture is financially independent of its U.S. parent and the KRW is the currency in which the joint venture generates and expends cash. Assets and liabilities of these entities are translated at the rate of exchange at the balance sheet date. Revenue and expenses are translated at the weighted average rate of exchange during the period. For these entities, translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in other comprehensive loss. Translation adjustments attributable to noncontrolling interests are allocated to and reported as part of the noncontrolling interests in the consolidated financial statements. Transactions made in a currency other than the functional currency are remeasured to the functional currency at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are remeasured to the functional currency at the exchange rate at that date and non-monetary assets and liabilities are measured at historical rates. Foreign currency transaction gains and losses are included as a component of other expense in our consolidated statements of operations. The reporting currency for these consolidated financial statements is U.S. dollar. |
Accounting Guidance Not Yet Adopted | Accounting Guidance Not Yet Adopted Contract Assets and Contract Liabilities Acquired in a Business Combination - In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”), which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers , as if it had originated the contracts. This approach differs from the current requirement to measure contract assets and contract liabilities acquired in a business combination at fair value. ASU 2021-08 is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2022. The standard does not impact acquired contract assets or liabilities from business combinations occurring prior to the adoption date. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Property, Plant and Equipment | Depreciation is calculated using the straight-line method over the estimated depreciable lives of the respective assets as follows: Depreciable Lives Energy Servers 15-21 years Computers, software and hardware 3-5 years Machinery and equipment 5-10 years Furniture and fixtures 3-5 years Leasehold improvements 1-10 years Buildings * * Lesser of 35 years or the term of the underlying land lease. Property, plant and equipment, net, consists of the following (in thousands): December 31, 2022 2021 Energy Servers $ 538,912 $ 674,799 Machinery and equipment 145,555 110,600 Leasehold improvements 104,528 52,936 Construction-in-progress 72,174 43,544 Buildings 49,240 48,934 Computers, software and hardware 24,608 21,276 Furniture and fixtures 9,581 8,607 944,598 960,696 Less: accumulated depreciation (344,184) (356,590) $ 600,414 $ 604,106 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Contract with Customer, Asset and Liability | The following table provides information about accounts receivables, contract assets, customer deposits and deferred revenue from contracts with customers (in thousands): December 31, 2022 2021 Accounts receivable $ 250,995 $ 87,788 Contract assets 46,727 25,201 Customer deposits 121,085 64,809 Deferred revenue 94,355 115,476 Years Ended 2022 2021 Beginning balance $ 25,201 $ 3,327 Transferred to accounts receivable from contract assets recognized at the beginning of the period (20,250) (1,198) Revenue recognized and not billed as of the end of the period 41,776 23,072 Ending balance $ 46,727 $ 25,201 Deferred revenue activity, including deferred incentive revenue activity, during the years ended December 31, 2022 and 2021 consisted of the following (in thousands): Years Ended 2022 2021 Beginning balance $ 115,476 $ 135,578 Additions 1,001,404 916,604 Revenue recognized (1,022,525) (936,706) Ending balance $ 94,355 $ 115,476 |
Schedule of Disaggregation of Revenue | We disaggregate revenue from contracts with customers into four revenue categories: product, installation, services and electricity (in thousands): Years Ended 2022 2021 2020 Revenue from contracts with customers: Product revenue $ 880,664 $ 663,512 $ 518,633 Installation revenue 92,120 96,059 101,887 Services revenue 150,954 144,184 109,633 Electricity revenue 11,608 3,103 1,071 Total revenue from contract with customers 1,135,346 906,858 731,224 Revenue from contracts that contain leases: Electricity revenue 63,779 65,318 63,023 Total revenue $ 1,199,125 $ 972,176 $ 794,247 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash and Cash Equivalents | The carrying values of cash, cash equivalents and restricted cash approximate fair values and were as follows (in thousands): December 31, 2022 2021 As Held: Cash $ 226,463 $ 318,080 Money market funds 291,903 297,034 $ 518,366 $ 615,114 As Reported: Cash and cash equivalents $ 348,498 $ 396,035 Restricted cash 169,868 219,079 $ 518,366 $ 615,114 |
Restrictions on Cash and Cash Equivalents | The carrying values of cash, cash equivalents and restricted cash approximate fair values and were as follows (in thousands): December 31, 2022 2021 As Held: Cash $ 226,463 $ 318,080 Money market funds 291,903 297,034 $ 518,366 $ 615,114 As Reported: Cash and cash equivalents $ 348,498 $ 396,035 Restricted cash 169,868 219,079 $ 518,366 $ 615,114 Restricted cash consisted of the following (in thousands): December 31, 2022 2021 Current: Restricted cash $ 50,965 $ 89,462 Restricted cash related to PPA Entities 1 550 3,078 51,515 92,540 Non-current: Restricted cash 110,353 103,300 Restricted cash related to PPA Entities 1 8,000 23,239 118,353 126,539 $ 169,868 $ 219,079 1 We have VIEs related to PPAs that represent a portion of the consolidated balances recorded within the “ restricted cash ” and other financial statement line items in the consolidated balance sheets (see Note 11 - Portfolio Financings ). In addition, the restricted cash held in the PPA II and PPA IIIb entities as of December 31, 2022, includes $40.6 million and $1.2 million of current restricted cash, respectively, and $28.5 million and $6.7 million of non-current restricted cash, respectively. The restricted cash held in the PPA II and PPA IIIb entities as of December 31, 2021, includes $41.7 million and $1.2 million of current restricted cash, respectively, and $57.7 million and $6.7 million of non-current restricted cash, respectively. These entities are not considered VIEs. |
Fair Value (Tables)
Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The tables below set forth, by level, our financial assets that are accounted for at fair value for the respective periods. The table does not include assets and liabilities that are measured at historical cost or any basis other than fair value (in thousands): Fair Value Measured at Reporting Date Using December 31, 2022 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 291,903 $ — $ — $ 291,903 $ 291,903 $ — $ — $ 291,903 Liabilities Derivatives: Embedded EPP derivatives — — 5,895 5,895 $ — $ — $ 5,895 $ 5,895 Fair Value Measured at Reporting Date Using December 31, 2021 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 297,034 $ — $ — $ 297,034 $ 297,034 $ — $ — $ 297,034 Liabilities Derivatives: Option to acquire a variable number of shares of Class A Common Stock $ — $ 13,200 $ — $ 13,200 Embedded EPP derivatives — — 6,461 $ 6,461 $ — $ 13,200 $ 6,461 $ 19,661 |
Schedule of Natural Gas Forward Contracts | The following table provides the number and fair value of our natural gas fixed price forward contracts (in thousands): December 31, 2022 December 31, 2021 Number of Contracts (MMBTU) ² Fair Number of Fair Liabilities ¹: Natural gas fixed price forward contracts (not under hedging relationships) — $ — 88 $ — ¹ Recorded in current liabilities and derivative liabilities in the consolidated balance sheets. ² One MMBTU is a traditional unit of energy used to describe the heat value (energy content) of fuels. |
Schedule of Change in Level 3 Financial Liabilities | For the years ended December 31, 2022, 2021 and 2020 we recorded the fair value of the embedded EPP derivatives with no material unrealized gains or losses recorded in either of the three years ended December 31, 2022, 2021 and 2020 in our consolidated statements of operations. Natural Embedded EPP Derivative Liability Total Liabilities at December 31, 2020 $ 2,574 $ 5,542 $ 8,116 Changes in fair value (2,574) 919 (1,655) Liabilities at December 31, 2021 — 6,461 6,461 Changes in fair value — (566) (566) Liabilities at December 31, 2022 $ — $ 5,895 $ 5,895 |
Schedule of Fair Values and Carrying Values of Customer Receivables and Debt Instruments | The following table presents the estimated fair values and carrying values of customer receivables and debt instruments (in thousands): December 31, 2022 December 31, 2021 Net Carrying Fair Value Net Carrying Fair Value Customer receivables Customer financing receivables $ — $ — $ 45,269 $ 38,334 Debt instruments Recourse: 10.25% Senior Secured Notes due March 2027 60,960 60,472 68,968 72,573 2.5% Green Convertible Senior Notes due August 2025 224,832 309,488 222,863 356,822 Non-recourse: 7.5% Term Loan due September 2028 — — 29,006 35,669 6.07% Senior Secured Notes due March 2030 — — 73,262 83,251 3.04% Senior Secured Notes due June 2031 125,787 117,028 132,631 137,983 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Inventory | The components of inventory consist of the following (in thousands): December 31, 2022 2021 Raw materials $ 165,446 $ 80,809 Work-in-progress 44,660 31,893 Finished goods 58,288 30,668 $ 268,394 $ 143,370 |
Schedule of Prepaid Expense and Other Current Assets | Prepaid expenses and other current assets consist of the following (in thousands): December 31, 2022 2021 Receivables from employees $ 6,553 $ 5,463 Prepaid workers compensation 5,536 5,330 Prepaid Managed Services 4,405 2,480 Prepaid hardware and software maintenance 4,290 3,494 Tax receivables 3,676 1,518 Deposits made 1,409 817 Prepaid deferred commissions 1,002 724 Other prepaid expenses and other current assets 16,772 10,835 $ 43,643 $ 30,661 |
Schedule of Property, Plant and Equipment | Depreciation is calculated using the straight-line method over the estimated depreciable lives of the respective assets as follows: Depreciable Lives Energy Servers 15-21 years Computers, software and hardware 3-5 years Machinery and equipment 5-10 years Furniture and fixtures 3-5 years Leasehold improvements 1-10 years Buildings * * Lesser of 35 years or the term of the underlying land lease. Property, plant and equipment, net, consists of the following (in thousands): December 31, 2022 2021 Energy Servers $ 538,912 $ 674,799 Machinery and equipment 145,555 110,600 Leasehold improvements 104,528 52,936 Construction-in-progress 72,174 43,544 Buildings 49,240 48,934 Computers, software and hardware 24,608 21,276 Furniture and fixtures 9,581 8,607 944,598 960,696 Less: accumulated depreciation (344,184) (356,590) $ 600,414 $ 604,106 |
Schedule of Other Long-Term Assets | Other long-term assets consist of the following (in thousands): December 31, 2022 2021 Deferred commissions $ 8,320 $ 7,569 Long-term lease receivable 8,076 7,953 Prepaid insurance 4,047 9,534 Deposits made 2,672 1,923 Prepaid Managed Services 2,373 3,010 Deferred tax asset 1,151 955 Investments in subsidiaries — 1,819 Prepaid and other long-term assets 13,566 8,310 $ 40,205 $ 41,073 |
Schedule of Accrued Warranty | Accrued warranty liabilities consist of the following (in thousands): December 31, 2022 2021 Product performance $ 16,901 $ 10,785 Product warranty 431 961 $ 17,332 $ 11,746 Changes in the product warranty and product performance liabilities were as follows (in thousands): Balances at December 31, 2020 $ 10,154 Accrued warranty, net 11,049 Warranty expenditures during the year (9,457) Balances at December 31, 2021 $ 11,746 Accrued warranty, net 17,719 Warranty expenditures during the year (12,133) Balances at December 31, 2022 $ 17,332 |
Schedule of Accrued Other Current Liabilities | Accrued expenses and other current liabilities consist of the following (in thousands): December 31, 2022 2021 Compensation and benefits $ 48,156 $ 38,222 General invoice and purchase order accruals 44,010 23,706 Delaware grant 9,495 — Accrued installation 7,905 13,968 Sales-related liabilities 7,147 6,040 Sales tax liabilities 6,172 1,491 PPA IV Upgrade financing obligations 6,076 — Accrued legal expenses 4,403 1,765 Interest payable 3,128 2,159 Current portion of derivative liabilities 2,596 6,059 Accrued consulting expenses 1,390 1,731 Provision for income tax 1,140 479 Finance lease liability 1,024 863 Option to acquire a variable number of shares of Class A Common Stock — 13,200 Other 1,541 4,455 $ 144,183 $ 114,138 |
Outstanding Loans and Securit_2
Outstanding Loans and Security Agreements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following is a summary of our debt as of December 31, 2022 (in thousands, except percentage data): Unpaid Net Carrying Value Interest Maturity Dates Entity Recourse Current Long- Total 10.25% Senior Secured Notes due March 2027 $ 61,653 $ 12,716 $ 48,244 $ 60,960 10.25% March 2027 Company Yes 2.5% Green Convertible Senior Notes due August 2025 230,000 — 224,832 224,832 2.5% August 2025 Company Yes Total recourse debt 291,653 12,716 273,076 285,792 3.04% Senior Secured Notes due June 30, 2031 127,430 13,307 112,480 125,787 3.04% June 2031 PPA V No Total non-recourse debt 127,430 13,307 112,480 125,787 Total debt $ 419,083 $ 26,023 $ 385,556 $ 411,579 The following is a summary of our debt as of December 31, 2021 (in thousands, except percentage data): Unpaid Net Carrying Value Interest Maturity Dates Entity Recourse Current Long- Total 10.25% Senior Secured Notes due March 2027 $ 70,000 $ 8,348 $ 60,620 $ 68,968 10.25% March 2027 Company Yes 2.5% Green Convertible Senior Notes due August 2025 230,000 — 222,863 222,863 2.5% August 2025 Company Yes Total recourse debt 300,000 8,348 283,483 291,831 3.04% Senior Secured Notes due June 30, 2031 134,644 9,376 123,255 132,631 3.04% June 2031 PPA V No 7.5% Term Loan due September 2028 31,070 3,436 25,570 29,006 7.5% September PPA IIIa No 6.07% Senior Secured Notes due March 2030 73,955 4,671 68,591 73,262 6.07% March 2030 PPA IV No Total non-recourse debt 239,669 17,483 217,416 234,899 Total debt $ 539,669 $ 25,831 $ 500,899 $ 526,730 |
Schedule of Repayment and Interest Expense | The following table presents details of our outstanding loan principal repayment schedule as of December 31, 2022 (in thousands): 2023 $ 26,023 2024 25,428 2025 258,061 2026 30,641 2027 17,772 Thereafter 61,158 $ 419,083 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Changes in Fair Value of Cash Flow Hedge Contracts | The changes in fair value of the interest rate swaps designated as cash flow hedges and the amounts recognized in accumulated other comprehensive loss and in earnings were as follows during the year ended December 31, 2021 (in thousands): Year Ended December 31, 2021 Beginning balance $ 15,989 Gain recognized in other comprehensive loss (2,714) Amounts reclassified from other comprehensive loss to earnings (12,529) Net gain recognized in other comprehensive loss (15,243) Gain recognized in earnings (746) Ending balance $ — |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Assets and Liabilities Leases | Operating and financing lease right-of-use assets and lease liabilities for facilities, Energy Servers, and vehicles as of December 31, 2022 and 2021 were as follows (in thousands): Years Ended 2022 2021 Operating Leases: Operating lease right-of-use assets, net 1, 2 $ 126,955 $ 106,660 Current operating lease liabilities (16,227) (13,101) Non-current operating lease liabilities (132,363) (106,187) Total operating lease liabilities $ (148,590) $ (119,288) Finance Leases: Finance lease right-of-use assets, net 2, 3, 4 $ 2,824 $ 2,944 Current finance lease liabilities 5 (1,024) (863) Non-current finance lease liabilities 6 (1,971) (2,157) Total finance lease liabilities (2,995) (3,020) Total lease liabilities $ (151,585) $ (122,308) 1 These assets primarily include leases for facilities, Energy Servers, and vehicles. 2 Net of accumulated amortization. 3 These assets primarily include leases for vehicles. 4 Included in property, plant and equipment, net in the consolidated balance sheets. 5 Included in accrued expenses and other current liabilities in the consolidated balance sheets. 6 Included in other long-term liabilities in the consolidated balance sheets. |
Lease, Cost | The components of our facilities, Energy Servers, and vehicles’ lease costs for the years ended December 31, 2022, 2021, and 2020 were as follows (in thousands): Years Ended 2022 2021 2020 Operating lease costs $ 25,503 $ 15,850 $ 9,804 Financing lease costs: Amortization of right-of-use assets 968 1,345 51 Interest on lease liabilities 220 349 16 Total financing lease costs 1,188 1,694 67 Short-term lease costs 974 407 613 Total lease costs $ 27,665 $ 17,951 $ 10,484 Weighted average remaining lease terms and discount rates for our facilities, Energy Servers and vehicles as of December 31, 2022 and 2021 were as follows: December 31, 2022 2021 Weighted average remaining lease term: Operating leases 8.6 years 8.9 years Finance leases 3.3 years 3.5 years Weighted average discount rate: Operating leases 10.3 % 9.6 % Finance leases 6.9 % 7.6 % |
Finance Lease, Liability, Fiscal Year Maturity | Future lease payments under lease agreements for our facilities, Energy Servers and vehicles as of December 31, 2022 were as follows (in thousands): Operating Leases Finance Leases 2023 $ 30,058 $ 1,250 2024 26,145 1,076 2025 26,879 590 2026 26,743 371 2027 25,442 180 Thereafter 95,980 11 Total minimum lease payments 231,247 3,478 Less: amounts representing interest or imputed interest (82,657) (483) Present value of lease liabilities $ 148,590 $ 2,995 At December 31, 2022, future lease payments under the Managed Services Agreements financing obligations were as follows (in thousands): Financing Obligations 2023 $ 44,740 2024 42,742 2025 41,726 2026 37,138 2027 20,793 Thereafter 36,223 Total minimum lease payments 223,362 Less: imputed interest (122,580) Present value of net minimum lease payments 100,782 Less: current financing obligations (17,364) Long-term financing obligations $ 83,418 |
Lessee, Operating Lease, Liability, Maturity | Future lease payments under lease agreements for our facilities, Energy Servers and vehicles as of December 31, 2022 were as follows (in thousands): Operating Leases Finance Leases 2023 $ 30,058 $ 1,250 2024 26,145 1,076 2025 26,879 590 2026 26,743 371 2027 25,442 180 Thereafter 95,980 11 Total minimum lease payments 231,247 3,478 Less: amounts representing interest or imputed interest (82,657) (483) Present value of lease liabilities $ 148,590 $ 2,995 At December 31, 2022, future lease payments under the Managed Services Agreements financing obligations were as follows (in thousands): Financing Obligations 2023 $ 44,740 2024 42,742 2025 41,726 2026 37,138 2027 20,793 Thereafter 36,223 Total minimum lease payments 223,362 Less: imputed interest (122,580) Present value of net minimum lease payments 100,782 Less: current financing obligations (17,364) Long-term financing obligations $ 83,418 |
Sales-type Lease, Net Investment in Lease | The components of our aggregate net investment in sales-type leases under our Portfolio Financings through PPA entities consisted of the following (in thousands): December 31, 2021 Lease payment receivables, net 1 $ 44,378 Estimated residual value of leased assets (unguaranteed) 890 Net investment in sales-type leases 45,268 Less: current portion (5,784) Non-current portion of net investment in sales-type leases $ 39,484 1 Net of current estimated credit losses of approximately $0.1 million as of December 31, 2021. |
Lessor, Operating Lease, Payment to be Received, Fiscal Year Maturity | Future estimated operating lease payments we expect to receive from Portfolio Financing arrangements through PPA Entities as of December 31, 2022, were as follows (in thousands): Operating Leases 2023 21,063 2024 21,238 2025 21,630 2026 22,092 2027 22,566 Thereafter 85,009 Total minimum lease payments $ 193,598 |
Stock-Based Compensation and _2
Stock-Based Compensation and Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Compensation Related Costs [Abstract] | |
Schedule of Weighted-Average Valuation Assumptions | We used the following weighted-average assumptions in applying the Black-Scholes valuation model for determination of option valuation for options granted for the year ended December 31, 2020: Year Ended 2020 Risk-free interest rate 0.6% Expected term (years) 6.6 Expected dividend yield — Expected volatility 71.0% We used the following weighted-average assumptions in applying the Black-Scholes valuation model for determination of the 2018 ESPP share valuation: Years Ended 2022 2021 Risk-free interest rate 3.1%-3.2% 0.1% - 2.8% Expected term (years) 0.5 - 2.0 0.5 - 2.0 Expected dividend yield — — Expected volatility 78.0%-88.9% 95.0% - 114.5% |
Schedule of Employee and Non-Employee Stock-Based Compensation Expense | The following table summarizes the components of stock-based compensation expense in the consolidated statements of operations (in thousands): Years Ended 2022 2021 2020 Cost of revenue $ 18,955 $ 13,811 $ 17,475 Research and development 33,956 20,274 19,037 Sales and marketing 18,651 17,085 10,997 General and administrative 42,404 24,962 26,384 $ 113,966 $ 76,132 $ 73,893 |
Schedule of Stock Option and RSU Activity | The following table summarizes the stock option activity under our stock plans during the reporting period: Outstanding Options Number of Weighted Remaining Aggregate (in thousands) Balances at December 31, 2020 15,354,271 $ 21.27 Exercised (3,460,364) 23.05 Forfeited (1,156,612) 16.33 Balances at December 31, 2021 10,737,295 21.23 5.2 $ 60,304 Exercised (537,324) 7.08 Forfeited (42,774) 6.98 Expired (1,408,888) 30.39 Balances at December 31, 2022 8,748,309 20.70 4.6 40,532 Vested and expected to vest at December 31, 2022 8,743,013 20.71 4.6 40,469 Exercisable at December 31, 2022 8,636,644 20.86 4.6 39,296 The following table presents the stock activity and the total number of shares available for grant under our stock plans: Plan Shares Available Balances at December 31, 2020 20,233,754 Added to plan 8,102,014 Granted (6,475,536) Cancelled/Forfeited 2,778,276 Expired (491,724) Balances at December 31, 2021 24,146,784 Added to plan 8,384,460 Granted (5,431,930) Cancelled/Forfeited 2,597,990 Expired (1,356,663) Balances at December 31, 2022 28,340,641 |
Schedule of RSU Activity and Related Information | A summary of our stock awards activity and related information is as follows: Number of Weighted Unvested Balance at December 31, 2020 6,418,788 $ 13.71 Granted 6,475,536 25.82 Vested (2,904,996) 17.04 Forfeited (1,621,664) 20.97 Unvested Balance at December 31, 2021 8,367,664 $ 20.52 Granted 5,395,199 19.74 Vested (2,957,215) 18.14 Forfeited (1,256,613) 21.32 Unvested Balance at December 31, 2022 9,549,035 $ 19.99 |
Portfolio Financings (Tables)
Portfolio Financings (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | The table below shows the details of the three Investment Company VIEs that were active during the year ended December 31, 2022 and their cumulative activities from inception to the years indicated (dollars in thousands): PPA IIIa PPA IV PPA V Overview: Maximum size of installation (in megawatts) 10 21 40 Installed size (in megawatts) 10 19 37 Term of power purchase agreements (in years) 15 15 15 First system installed Feb-13 Sep-14 Jun-15 Last system installed Jun-14 Mar-16 Dec-16 Initial income (loss) and tax benefits allocation to Equity Investor 99% 90% 99% Initial cash allocation to Equity Investor 99% 90% 90% Income (loss), tax and cash allocations to Equity Investor after the flip date 5% No flip No flip Equity Investor(s) 1 US Bank Constellation 4 Constellation 4 and Intel Put option date 2 1st anniversary of flip point N/A N/A Company cash contributions $ 32,223 $ 11,669 $ 27,932 Company non-cash contributions 3 8,655 — — Equity Investor cash contributions 36,967 84,782 227,344 Debt financing 44,968 99,000 131,237 Activity as of December 31, 2022: Distributions to Equity Investor 4,897 15,017 30,786 Debt repayment—principal 44,968 99,000 139,795 Activity as of December 31, 2021: Distributions to Equity Investor 4,897 12,848 26,601 Debt repayment—principal 13,899 25,045 132,587 Activity as of December 31, 2020: Distributions to Equity Investor 4,847 8,852 24,809 Debt repayment—principal 10,513 21,163 16,475 1 Investor name represents ultimate parent of subsidiary financing the project. Bloom purchased the equity interest in each of the PPAs from each respective Equity Investor during fiscal year 2022. Refer to the sections entitled PPA IIIa Repowering of Energy Servers, PPA IV Repowering of Energy Servers and PPA V Interest Buyout for further details. 2 Investor right on the certain date, upon giving us advance written notice, to sell the membership interests to us or resign or withdraw from the investment partnership. 3 Non-cash contributions consisted of warrants that were issued by us to respective lenders to each PPA Entity, as required by such entity’s credit agreements. The corresponding values are amortized using the effective interest method over the debt term. 4 Formerly known as Exelon Corporation. December 31, 2022 2021 Assets Current assets: Cash and cash equivalents $ 5,008 $ 1,541 Restricted cash 550 3,078 Accounts receivable 2,072 5,112 Customer financing receivable — 5,784 Prepaid expenses and other current assets 1,927 3,071 Total current assets 9,557 18,586 Property and equipment, net 133,285 228,546 Customer financing receivable — 39,484 Restricted cash 8,000 23,239 Other long-term assets 1,869 2,362 Total assets $ 152,711 $ 312,217 Liabilities Current liabilities: Accrued expenses and other current liabilities $ 1,037 $ 194 Deferred revenue and customer deposits 662 662 Non-recourse debt 13,307 17,483 Total current liabilities 15,006 18,339 Deferred revenue and customer deposits 4,748 5,410 Non-recourse debt 112,480 217,417 Total liabilities $ 132,234 $ 241,166 December 31, 2022 December 31, 2021 Bloom Energy PPA Entities Consolidated Bloom Energy PPA Entities Consolidated Assets Current assets $ 1,046,406 $ 9,557 $ 1,055,963 $ 787,834 $ 18,586 $ 806,420 Long-term assets 747,510 143,154 890,664 625,520 293,631 919,151 Total assets $ 1,793,916 $ 152,711 $ 1,946,627 $ 1,413,354 $ 312,217 $ 1,725,571 Liabilities Current liabilities $ 514,224 $ 1,699 $ 515,923 $ 315,792 $ 856 $ 316,648 Current portion of debt 12,716 13,307 26,023 8,348 17,483 25,831 Long-term liabilities 635,561 4,748 640,309 669,759 5,410 675,169 Long-term portion of debt 273,076 112,480 385,556 283,482 217,417 500,899 Total liabilities $ 1,435,577 $ 132,234 $ 1,567,811 $ 1,277,381 $ 241,166 $ 1,518,547 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Our operations include the following related party transactions (in thousands): Years Ended 2022 2021 2020 Total revenue from related parties $ 36,281 $ 16,038 $ 7,562 Interest expense to related parties — — 2,513 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The components of loss before the provision for income taxes are as follows (in thousands): Years Ended 2022 2021 2020 United States $ (320,107) $ (195,208) $ (179,657) Foreign 6,118 2,885 826 Total $ (313,989) $ (192,323) $ (178,831) |
Schedule of Components of Income Tax Expense (Benefit) | The provision for income taxes is comprised of the following (in thousands): Years Ended 2022 2021 2020 Current: Federal $ — $ — $ — State 374 107 21 Foreign 1,158 1,012 472 Total current 1,532 1,119 493 Deferred: Federal — — — State — — — Foreign (435) (73) (237) Total deferred (435) (73) (237) Total provision for income taxes $ 1,097 $ 1,046 $ 256 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the U.S. federal statutory income tax rate to our effective tax rate is as follows (in thousands): Years Ended 2022 2021 2020 Tax at federal statutory rate $ (65,922) $ (40,387) $ (37,552) State taxes, net of federal effect 374 107 21 Impact on noncontrolling interest 2,872 6,074 4,522 Elimination of acquiree deferred taxes — 2,149 — Non-U.S. tax effect (387) 412 78 Nondeductible expenses and losses 2,258 1,311 908 Stock-based compensation 7,019 5,307 5,956 Loss on debt extinguishment — — 214 U.S. tax on foreign earnings (GILTI) 2,525 59 203 (Gain) loss on SK Equity Transaction (3,932) 2,292 — Acquisition contingent liability — (762) — Change in valuation allowance 56,290 24,484 25,906 Provision for income taxes $ 1,097 $ 1,046 $ 256 |
Schedule of Deferred Tax Assets and Liabilities | Significant components of our deferred tax assets and liabilities consist of the following (in thousands): December 31, 2022 2021 Tax credits and net operating loss carryforwards $ 558,779 $ 562,384 Lease liabilities 157,890 151,937 Depreciation and amortization 27,681 9,516 Deferred revenue 18,992 23,208 Accruals and reserves 21,084 14,524 Research and development expenditures capitalization 28,965 — Stock-based compensation 22,675 20,138 Disallowed Interest expenses 29,159 26,730 Investment in PPA entities 4,354 — Other items - deferred tax assets 1,519 1,528 Gross deferred tax assets 871,098 809,965 Valuation allowance (758,242) (689,257) Net deferred tax assets 112,856 120,708 Investment in PPA entities — (7,911) Managed services - deferred costs (18,974) (20,935) Right-of-use assets and leased assets (90,682) (89,165) Other items - deferred tax liability (2,049) (1,742) Gross deferred tax liabilities (111,705) (119,753) Net deferred tax asset $ 1,151 $ 955 |
Summary of Operating Loss Carryforwards | The expiration of federal and California net operating loss carryforwards is summarized as follows (in billions): Federal California Expire in 2025 - 2027 $ 0.1 $ — Expire in 2028 - 2032 0.7 0.6 Expire beginning in 2033 0.9 0.8 Carryforward indefinitely 0.4 — Total $ 2.1 $ 1.4 |
Summary of Tax Credit Carryforwards | The expiration of the federal and California credit carryforwards is summarized as follows (in millions): Federal California Expire in 2025 - 2027 $ 3.1 $ — Expire in 2028 - 2032 7.8 — Expire beginning in 2033 26.7 — Carryforward indefinitely — 17.4 Total $ 37.6 $ 17.4 |
Summary of Positions for which Significant Change in Unrecognized Tax Benefits is Reasonably Possible | A reconciliation of the beginning and ending amounts of unrecognized tax benefits were as follows (in thousands): Years Ended 2022 2021 2020 Unrecognized tax benefits beginning balance $ 42,010 $ 37,753 $ 34,480 Gross (decrease) increase for tax positions of prior year (55) 95 307 Gross increase for tax positions of current year 6,434 4,162 2,966 Unrecognized tax benefits end balance $ 48,389 $ 42,010 $ 37,753 |
Net Loss per Share Available _2
Net Loss per Share Available to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of our net loss per share available to common stockholders, basic and diluted (in thousands, except per share amounts): Years Ended 2022 2021 2020 Numerator: Net loss available to Class A and Class B common stockholders $ (301,708) $ (164,473) $ (157,574) Denominator: Weighted average shares of common stock, basic and diluted 185,907 173,438 138,722 Net loss per share available to Class A and Class B common stockholders, basic and diluted $ (1.62) $ (0.95) $ (1.14) |
Schedule of Antidilutive Securities Excluded from Computation of Diluted Net Loss Per Share | The following common stock equivalents (in thousands) were excluded from the computation of our net loss per share available to common stockholders, diluted, for the years presented as their inclusion would have been antidilutive (in thousands): Years Ended 2022 2021 2020 Convertible notes 14,187 14,187 29,729 Redeemable convertible preferred stock 8,521 82 — Stock options and awards 5,683 7,018 6,109 28,391 21,287 35,838 |
SK ecoplant Strategic Investm_2
SK ecoplant Strategic Investment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of asset and liabilities | The following are the aggregate carrying values of the Korean join venture’s assets and liabilities in our consolidated balance sheets, after eliminations of intercompany transactions and balances, as of December 31, 2022 and 2021 (in thousands): December 31, 2022 2021 Assets Current assets: Cash and cash equivalents $ 2,591 $ 2,955 Accounts receivable 4257 4362 Inventories 13,412 4,363 Prepaid expenses and other current assets 2,645 99 Total current assets 22,905 11,779 Property and equipment, net 1,141 1,101 Operating lease right-of-use assets 2,390 569 Other long-term assets 47 231 Total assets $ 26,483 $ 13,680 Liabilities Current liabilities: Accounts payable $ 5,607 $ 3,006 Accrued expenses and other current liabilities 1,355 567 Deferred revenue and customer deposits 2 475 Operating lease liabilities 393 175 Total current liabilities 7,357 4,223 Operating lease liabilities 2,000 402 Total liabilities $ 9,357 $ 4,625 |
Nature of Business, Liquidity_2
Nature of Business, Liquidity and Basis of Presentation (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 06, 2022 shares | Aug. 19, 2022 USD ($) $ / shares shares | Aug. 10, 2022 USD ($) day $ / shares shares | Oct. 23, 2021 USD ($) $ / shares shares | Oct. 31, 2021 USD ($) $ / shares shares | Dec. 29, 2021 shares | Dec. 31, 2022 USD ($) customer | Dec. 31, 2021 USD ($) customer | Dec. 31, 2020 customer | Nov. 30, 2021 USD ($) | Aug. 31, 2020 | |
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Long-term debt | $ 411,579 | $ 526,730 | |||||||||
Long-term portion of debt | 385,556 | $ 500,899 | |||||||||
Product | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Amount recognized from adjustments | 8,700 | ||||||||||
Installation | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Amount recognized from adjustments | $ 1,300 | ||||||||||
Over-Allotment Option | SK Ecoplant | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Offering price per share (in dollars per share) | $ / shares | $ 23.05 | ||||||||||
Net proceeds from stock offering | $ 4,200 | ||||||||||
Securities Purchase Agreement | SK Ecoplant | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Net proceeds from stock offering | $ 311,000 | ||||||||||
Percent of the volume-weighted average closing price | 0.15 | ||||||||||
Consecutive trading day period | day | 20 | ||||||||||
Deferred offering costs | $ 100 | ||||||||||
Series A Redeemable Convertible Preferred Stock | SK Ecoplant | Initial Investment | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Shares sold in offering (in shares) | shares | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||
Temporary equity, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||
Offering price per share (in dollars per share) | $ / shares | $ 25.50 | $ 25.50 | |||||||||
Net proceeds from stock offering | $ 255,000 | $ 255,000 | |||||||||
Class A Common Stock | Initial Investment | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Shares sold in offering (in shares) | shares | 13,000,000 | ||||||||||
Offering price per share (in dollars per share) | $ / shares | $ 26 | ||||||||||
Net proceeds from stock offering | $ 371,500 | ||||||||||
Deferred offering costs | $ 700 | ||||||||||
Option period | 30 days | ||||||||||
Number of additional shares issued (in shares) | shares | 1,950,000 | ||||||||||
Underwriting discounts and commissions | $ 16,500 | ||||||||||
Class A Common Stock | Over-Allotment Option | SK Ecoplant | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Shares sold in offering (in shares) | shares | 13,491,701 | 13,491,701 | |||||||||
Sales Revenue, Net | Customer Concentration Risk | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Number of customers | customer | 2 | 2 | 2 | ||||||||
Sales Revenue, Net | Customer Concentration Risk | Customer One | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Concentration risk, percentage | 38% | 43% | 34% | ||||||||
Sales Revenue, Net | Customer Concentration Risk | Customer Two | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Concentration risk, percentage | 37% | 11% | 28% | ||||||||
Accounts Receivable | Customer Concentration Risk | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Number of customers | customer | 1 | 1 | |||||||||
Accounts Receivable | Customer Concentration Risk | Customer One | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Concentration risk, percentage | 75% | 60% | |||||||||
Asia Pacific | Sales Revenue, Net | Geographic Concentration Risk | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Concentration risk, percentage | 44% | 38% | 35% | ||||||||
Recourse Debt | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Long-term debt | $ 285,792 | $ 291,831 | |||||||||
Long-term portion of debt | 273,076 | $ 283,483 | |||||||||
Senior Secured Notes | 3.04% Senior Secured Notes due June 2031 | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Interest Rate | 3.04% | ||||||||||
Senior Secured Notes | 3.04% Senior Secured Notes due June 2031 | PPA Company 5 | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Debt face amount | $ 136,000 | ||||||||||
Senior Secured Notes | 3.04% Senior Secured Notes due June 2031 | PPA Company 3a | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Interest Rate | 3.04% | ||||||||||
Senior Secured Notes | 2.5% Green Convertible Senior Notes due August 2025 | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Long-term debt | 224,832 | $ 222,863 | |||||||||
Long-term portion of debt | $ 224,832 | $ 222,863 | |||||||||
Interest Rate | 2.50% | 2.50% | 2.50% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||||
Nov. 08, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2016 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Revenue related to sales-type leases | $ 400 | $ 2,300 | $ 2,300 | ||
ITC recapture period | 5 years | ||||
ITC recaptured amount | $ 0 | 0 | |||
Write-off of assets related to PPA IIIa and PPA IV | $ 113,514 | 0 | 0 | ||
Class A Common Stock | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Shares converted (in shares) | 10,000 | ||||
Stock options and awards | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Requisite service period | 4 years | ||||
PPA Entities | PPA 3A Upgrade | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Write-off of assets related to PPA IIIa and PPA IV | $ 44,800 | ||||
PPA Entities | PPA 4 Upgrade | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Write-off of assets related to PPA IIIa and PPA IV | $ 64,000 | ||||
Minimum | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Term of PPA | 10 years | ||||
Incentives received by the Company | 1% | ||||
Minimum | Restricted Stock Units | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Requisite service period | 3 years | ||||
Minimum | PSUs | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Requisite service period | 1 year | ||||
Maximum | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Term of PPA | 21 years | ||||
Incentives received by the Company | 10% | ||||
Maximum | Restricted Stock Units | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Requisite service period | 4 years | ||||
Maximum | PSUs | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Requisite service period | 3 years | ||||
Electricity | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Operating lease, lease income | $ 63,779 | 65,318 | 63,023 | ||
Power Purchase Agreement Program Leases | Electricity | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Operating lease, lease income | 25,900 | 28,600 | 27,700 | ||
Power Purchase Agreement Program Leases | Service | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Operating lease, lease income | $ 13,100 | $ 14,600 | $ 13,800 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Estimated Depreciable Lives (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Energy Servers | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated depreciable life | 15 years |
Energy Servers | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated depreciable life | 21 years |
Computers, software and hardware | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated depreciable life | 3 years |
Computers, software and hardware | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated depreciable life | 5 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated depreciable life | 5 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated depreciable life | 10 years |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated depreciable life | 3 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated depreciable life | 5 years |
Leasehold improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated depreciable life | 1 year |
Leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated depreciable life | 10 years |
Buildings | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated depreciable life | 35 years |
Revenue Recognition - Contract
Revenue Recognition - Contract Balances (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | |||
Accounts receivable | $ 250,995 | $ 87,788 | |
Contract assets | 46,727 | 25,201 | $ 3,327 |
Customer deposits | 121,085 | 64,809 | |
Deferred revenue | $ 94,355 | $ 115,476 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 29, 2021 |
Disaggregation of Revenue [Line Items] | |||
Deferred revenue | $ 94,355 | $ 115,476 | |
SK Ecoplant | |||
Disaggregation of Revenue [Line Items] | |||
Deferred revenue | $ 24,600 | $ 34,200 | $ 37,000 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 21 years |
Revenue Recognition - Contrac_2
Revenue Recognition - Contract Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Contract With Customer, Asset, After Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | $ 25,201 | $ 3,327 |
Transferred to accounts receivable from contract assets recognized at the beginning of the period | (20,250) | (1,198) |
Revenue recognized and not billed as of the end of the period | 41,776 | 23,072 |
Ending balance | $ 46,727 | $ 25,201 |
Revenue Recognition - Contrac_3
Revenue Recognition - Contract Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Change in Contract with Customer, Liability [Abstract] | ||
Beginning balance | $ 115,476 | $ 135,578 |
Additions | 1,001,404 | 916,604 |
Revenue recognized | (1,022,525) | (936,706) |
Ending balance | $ 94,355 | $ 115,476 |
Revenue Recognition - Revenue b
Revenue Recognition - Revenue by Source (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Product revenue | $ 1,135,346 | $ 906,858 | $ 731,224 |
Total revenue | 1,199,125 | 972,176 | 794,247 |
Product | |||
Disaggregation of Revenue [Line Items] | |||
Product revenue | 880,664 | 663,512 | 518,633 |
Total revenue | 880,664 | 663,512 | 518,633 |
Installation | |||
Disaggregation of Revenue [Line Items] | |||
Product revenue | 92,120 | 96,059 | 101,887 |
Total revenue | 92,120 | 96,059 | 101,887 |
Service | |||
Disaggregation of Revenue [Line Items] | |||
Product revenue | 150,954 | 144,184 | 109,633 |
Total revenue | 150,954 | 144,184 | 109,633 |
Electricity | |||
Disaggregation of Revenue [Line Items] | |||
Product revenue | 11,608 | 3,103 | 1,071 |
Electricity revenue | 63,779 | 65,318 | 63,023 |
Total revenue | $ 75,387 | $ 68,421 | $ 64,094 |
Financial Instruments - Cash an
Financial Instruments - Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Securities, Available-for-sale [Line Items] | |||||
Cash and cash equivalents | [1] | $ 348,498 | $ 396,035 | ||
Restricted cash | 169,868 | 219,079 | |||
Cash, cash equivalents and restricted cash | 518,366 | 615,114 | $ 416,710 | $ 377,388 | |
Cash | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Cash, cash equivalents and restricted cash | 226,463 | 318,080 | |||
Money market funds | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Cash, cash equivalents and restricted cash | $ 291,903 | $ 297,034 | |||
[1] We have variable interest entities related to PPAs (see Note 11 - Portfolio F inancing s ) and joint venture in the Republic of Korea (see Note 17 - SK ecoplant Strategic Investment ), which represent a portion of the consolidated balances recorded within these financial statement line items in the consolidated balance sheets. |
Financial Instruments - Restric
Financial Instruments - Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Variable Interest Entity [Line Items] | ||||
Restricted cash, current | [1] | $ 51,515 | $ 92,540 | |
Restricted cash | [1] | 118,353 | 126,539 | |
Restricted cash, total | 169,868 | 219,079 | ||
Bloom Energy | ||||
Variable Interest Entity [Line Items] | ||||
Restricted cash, current | 50,965 | 89,462 | ||
Restricted cash | 110,353 | 103,300 | ||
PPA Entities | ||||
Variable Interest Entity [Line Items] | ||||
Restricted cash, current | 550 | 3,078 | ||
Restricted cash | 8,000 | 23,239 | ||
PPA Entities | PPA Company 2 | ||||
Variable Interest Entity [Line Items] | ||||
Restricted cash, current | 40,600 | 41,700 | ||
Restricted cash | 28,500 | 57,700 | ||
Restricted cash, total | 69,100 | 99,400 | ||
PPA Entities | PPA Company 3b | ||||
Variable Interest Entity [Line Items] | ||||
Restricted cash, current | 1,200 | 1,200 | ||
Restricted cash | 6,700 | 6,700 | ||
Restricted cash, total | $ 20,000 | |||
PPA Entities | Power Purchase Agreements Entities | ||||
Variable Interest Entity [Line Items] | ||||
Restricted cash, current | 550 | 3,078 | ||
Restricted cash | $ 8,000 | $ 23,239 | ||
[1] We have variable interest entities related to PPAs (see Note 11 - Portfolio F inancing s ) and joint venture in the Republic of Korea (see Note 17 - SK ecoplant Strategic Investment ), which represent a portion of the consolidated balances recorded within these financial statement line items in the consolidated balance sheets. |
Financial Instruments - Narrati
Financial Instruments - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash and Cash Equivalents [Abstract] | |||
Accounts receivable, derecognized | $ 283,300 | $ 116,300 | |
Cost of factoring | 4,000 | 0 | |
Increase (decrease) in accounts receivable | $ 162,864 | $ (8,608) | $ 61,702 |
Fair Value - Financial Assets a
Fair Value - Financial Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Total assets | $ 291,903 | $ 297,034 |
Liabilities | ||
Total liabilities | 5,895 | 19,661 |
Money market funds | ||
Assets | ||
Money market funds | 291,903 | 297,034 |
Option to acquire a variable number of shares of Class A Common Stock | ||
Liabilities | ||
Derivatives | 13,200 | |
Embedded EPP Derivative Liability | ||
Liabilities | ||
Derivatives | 5,895 | 6,461 |
Level 1 | ||
Assets | ||
Total assets | 291,903 | 297,034 |
Liabilities | ||
Total liabilities | 0 | 0 |
Level 1 | Money market funds | ||
Assets | ||
Money market funds | 291,903 | 297,034 |
Level 1 | Option to acquire a variable number of shares of Class A Common Stock | ||
Liabilities | ||
Derivatives | 0 | |
Level 1 | Embedded EPP Derivative Liability | ||
Liabilities | ||
Derivatives | 0 | 0 |
Level 2 | ||
Assets | ||
Total assets | 0 | 0 |
Liabilities | ||
Derivatives | 0 | |
Total liabilities | 13,200 | |
Level 2 | Money market funds | ||
Assets | ||
Money market funds | 0 | 0 |
Level 2 | Option to acquire a variable number of shares of Class A Common Stock | ||
Liabilities | ||
Derivatives | 13,200 | |
Level 2 | Embedded EPP Derivative Liability | ||
Liabilities | ||
Derivatives | 0 | 0 |
Level 3 | ||
Assets | ||
Total assets | 0 | 0 |
Liabilities | ||
Total liabilities | 5,895 | 6,461 |
Level 3 | Money market funds | ||
Assets | ||
Money market funds | 0 | 0 |
Level 3 | Option to acquire a variable number of shares of Class A Common Stock | ||
Liabilities | ||
Derivatives | 0 | |
Level 3 | Embedded EPP Derivative Liability | ||
Liabilities | ||
Derivatives | $ 5,895 | $ 6,461 |
Fair Value - Natural Gas Deriva
Fair Value - Natural Gas Derivatives (Details) - Not designated as hedging instrument - Natural Gas Fixed Price Forward Contracts MMBTU in Thousands, $ in Millions | 12 Months Ended | |
Dec. 31, 2022 USD ($) MMBTU | Dec. 31, 2021 USD ($) MMBTU | |
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Number of Contracts (MMBTU) | MMBTU | 0 | 88 |
Derivative liability | $ | $ 0 | $ 0 |
Fair Value - Narrative (Details
Fair Value - Narrative (Details) | 12 Months Ended | ||||
Dec. 06, 2022 shares | Aug. 10, 2022 $ / shares shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Gain (loss) on derivative | $ 0 | $ 0 | $ 0 | ||
SK Ecoplant | Over-Allotment Option | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Offering price per share (in dollars per share) | $ / shares | $ 23.05 | ||||
SK Ecoplant | Class A Common Stock | Over-Allotment Option | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Shares sold in offering (in shares) | shares | 13,491,701 | 13,491,701 | |||
Forward Contracts [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative liability | $ 0 | ||||
Measurement Input, Long-term Revenue Growth Rate | Valuation Technique, Option Pricing Model | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Embedded derivative liability, unobservable inputs | 0.07 | 0.07 | |||
Measurement Input, Price Volatility | Valuation Technique, Option Pricing Model | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Embedded derivative liability, unobservable inputs | 0.15 | 0.20 | |||
Not designated as hedging instrument | Natural Gas Fixed Price Forward Contracts | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative liability | $ 0 | $ 0 | |||
Gain (loss) on derivative | 0 | 1,100,000 | (100,000) | ||
Gain on the settlement of contracts | $ 0 | $ 1,500,000 | $ 4,500,000 |
Fair Value - Change in Level 3
Fair Value - Change in Level 3 Financial Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value, Recurring Basis, Unobservable Input Reconciliation, Liability, Gain Loss, Statement Of Income, Extensible List, Not Disclosed Flag | consolidated statements of operations | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 6,461 | $ 8,116 |
Changes in fair value | (566) | (1,655) |
Ending balance | 5,895 | 6,461 |
Natural Gas Fixed Price Forward Contracts | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 0 | 2,574 |
Changes in fair value | 0 | (2,574) |
Ending balance | 0 | 0 |
Embedded EPP Derivative Liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 6,461 | 5,542 |
Changes in fair value | (566) | 919 |
Ending balance | $ 5,895 | $ 6,461 |
Fair Value - Estimated Fair Val
Fair Value - Estimated Fair Values and Carrying Values for Customer Receivables and Debt Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jun. 14, 2022 | Dec. 31, 2021 | Aug. 31, 2020 | May 01, 2020 |
Term loan | Net Carrying Value | 7.5% Term Loan due September 2028 | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt Instrument | $ 0 | $ 29,006 | |||
Term loan | Fair Value | 7.5% Term Loan due September 2028 | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt Instrument | 0 | 35,669 | |||
Notes | Net Carrying Value | 10.25% Senior Secured Notes due March 2027 | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt Instrument | 60,960 | 68,968 | |||
Notes | Fair Value | 10.25% Senior Secured Notes due March 2027 | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt Instrument | 60,472 | 72,573 | |||
Senior Secured Notes | Net Carrying Value | 2.5% Green Convertible Senior Notes due August 2025 | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt Instrument | 224,832 | 222,863 | |||
Senior Secured Notes | Net Carrying Value | 6.07% Senior Secured Notes due March 2030 | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt Instrument | 0 | 73,262 | |||
Senior Secured Notes | Net Carrying Value | 3.04% Senior Secured Notes due June 2031 | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt Instrument | 125,787 | 132,631 | |||
Senior Secured Notes | Fair Value | 2.5% Green Convertible Senior Notes due August 2025 | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt Instrument | 309,488 | 356,822 | |||
Customer financing receivables | Net Carrying Value | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Customer financing receivables | 0 | 45,269 | |||
Customer financing receivables | Fair Value | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Customer financing receivables | $ 0 | $ 38,334 | |||
10.25% Senior Secured Notes due March 2027 | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Interest Rate | 10.25% | ||||
10.25% Senior Secured Notes due March 2027 | Notes | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Interest Rate | 10.25% | 10.25% | |||
2.5% Green Convertible Senior Notes due August 2025 | Senior Secured Notes | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Interest Rate | 2.50% | 2.50% | 2.50% | ||
7.5% Term Loan due September 2028 | Term loan | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Interest Rate | 7.50% | 7.50% | 7.50% | ||
6.07% Senior Secured Notes due March 2030 | Senior Secured Notes | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Interest Rate | 6.07% | 6.07% | |||
6.07% Senior Secured Notes due March 2030 | Senior Secured Notes | Fair Value | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt Instrument | $ 0 | $ 83,251 | |||
3.04% Senior Secured Notes due June 2031 | Senior Secured Notes | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Interest Rate | 3.04% | ||||
3.04% Senior Secured Notes due June 2031 | Senior Secured Notes | Fair Value | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt Instrument | $ 117,028 | $ 137,983 |
Balance Sheet Components - Inve
Balance Sheet Components - Inventories, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Raw materials | $ 165,446 | $ 80,809 | |
Work-in-progress | 44,660 | 31,893 | |
Finished goods | 58,288 | 30,668 | |
Inventory, net | [1] | 268,394 | 143,370 |
Inventory reserves | $ 17,200 | $ 13,900 | |
[1] We have variable interest entities related to PPAs (see Note 11 - Portfolio F inancing s ) and joint venture in the Republic of Korea (see Note 17 - SK ecoplant Strategic Investment ), which represent a portion of the consolidated balances recorded within these financial statement line items in the consolidated balance sheets. |
Balance Sheet Components - Prep
Balance Sheet Components - Prepaid Expense and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Receivables from employees | $ 6,553 | $ 5,463 | |
Prepaid workers compensation | 5,536 | 5,330 | |
Prepaid Managed Services | 4,405 | 2,480 | |
Prepaid hardware and software maintenance | 4,290 | 3,494 | |
Tax receivables | 3,676 | 1,518 | |
Deposits made | 1,409 | 817 | |
Prepaid deferred commissions | 1,002 | 724 | |
Other prepaid expenses and other current assets | 16,772 | 10,835 | |
Prepaid expenses and other current assets | [1] | $ 43,643 | $ 30,661 |
[1] We have variable interest entities related to PPAs (see Note 11 - Portfolio F inancing s ) and joint venture in the Republic of Korea (see Note 17 - SK ecoplant Strategic Investment ), which represent a portion of the consolidated balances recorded within these financial statement line items in the consolidated balance sheets. |
Balance Sheet Components - Prop
Balance Sheet Components - Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 944,598 | $ 960,696 | |
Less: accumulated depreciation | (344,184) | (356,590) | |
Property, plant and equipment, net | [1] | 600,414 | 604,106 |
Energy Servers | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 538,912 | 674,799 | |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 145,555 | 110,600 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 104,528 | 52,936 | |
Construction-in-progress | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 72,174 | 43,544 | |
Buildings | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 49,240 | 48,934 | |
Computers, software and hardware | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 24,608 | 21,276 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 9,581 | $ 8,607 | |
[1] We have variable interest entities related to PPAs (see Note 11 - Portfolio F inancing s ) and joint venture in the Republic of Korea (see Note 17 - SK ecoplant Strategic Investment ), which represent a portion of the consolidated balances recorded within these financial statement line items in the consolidated balance sheets. |
Balance Sheet Components - Pr_2
Balance Sheet Components - Property Plant and Equipment, Net Narrative (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Nov. 02, 2022 MW | Jun. 30, 2022 USD ($) MW | May 31, 2022 | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Property Subject to or Available for Operating Lease [Line Items] | ||||||
Depreciation and amortization | $ 61,608 | $ 53,454 | $ 52,279 | |||
Operating leases, depreciation expense | 12,100 | 23,500 | 23,800 | |||
PPA Entities | ||||||
Property Subject to or Available for Operating Lease [Line Items] | ||||||
Property, plant and equipment | 226,000 | 368,000 | ||||
Accumulated depreciation | 92,700 | 139,400 | ||||
PPA Entities | Old Energy Server [Member] | PPA Company 3a | ||||||
Property Subject to or Available for Operating Lease [Line Items] | ||||||
Depreciation and amortization | $ 500 | |||||
Energy servers portfolio, power | MW | 19.3 | 9.8 | ||||
Estimated depreciable life | 6 months | 15 years | ||||
Property, plant and equipment | ||||||
Property Subject to or Available for Operating Lease [Line Items] | ||||||
Depreciation and amortization | $ 61,600 | $ 53,400 | $ 52,200 |
Balance Sheet Components - Othe
Balance Sheet Components - Other Long-Term Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Deferred commissions | $ 8,320 | $ 7,569 | |
Long-term lease receivable | 8,076 | 7,953 | |
Prepaid insurance | 4,047 | 9,534 | |
Deposits made | 2,672 | 1,923 | |
Prepaid Managed Services | 2,373 | 3,010 | |
Deferred tax asset | 1,151 | 955 | |
Investments in subsidiaries | 0 | 1,819 | |
Prepaid and other long-term assets | 13,566 | 8,310 | |
Other long-term assets | [1] | $ 40,205 | $ 41,073 |
[1] We have variable interest entities related to PPAs (see Note 11 - Portfolio F inancing s ) and joint venture in the Republic of Korea (see Note 17 - SK ecoplant Strategic Investment ), which represent a portion of the consolidated balances recorded within these financial statement line items in the consolidated balance sheets. |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Warranty (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Product performance | $ 16,901 | $ 10,785 |
Product warranty | 431 | 961 |
Accrued warranty liabilities | $ 17,332 | $ 11,746 |
Balance Sheet Components - Stan
Balance Sheet Components - Standard Product Warranty Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Accrued warranty beginning balance | $ 11,746 | $ 10,154 |
Accrued warranty, net | 17,719 | 11,049 |
Warranty expenditures during the year | (9,457) | |
Warranty expenditures during the year | (12,133) | |
Accrued warranty ending balance | $ 17,332 | $ 11,746 |
Balance Sheet Components - Ac_2
Balance Sheet Components - Accrued Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Compensation and benefits | $ 48,156 | $ 38,222 | |
General invoice and purchase order accruals | 44,010 | 23,706 | |
Delaware grant | 9,495 | 0 | |
Accrued installation | 7,905 | 13,968 | |
Sales-related liabilities | 7,147 | 6,040 | |
Sales tax liabilities | 6,172 | 1,491 | |
PPA IV Upgrade financing obligations | 6,076 | 0 | |
Accrued legal expenses | 4,403 | 1,765 | |
Interest payable | 3,128 | 2,159 | |
Current portion of derivative liabilities | 2,596 | 6,059 | |
Accrued consulting expenses | 1,390 | 1,731 | |
Provision for income tax | 1,140 | 479 | |
Financing lease liabilities | 1,024 | 863 | |
Option to acquire a variable number of shares of Class A Common Stock | 0 | 13,200 | |
Other | 1,541 | 4,455 | |
Accrued other current liabilities | [1] | $ 144,183 | $ 114,138 |
[1] We have variable interest entities related to PPAs (see Note 11 - Portfolio F inancing s ) and joint venture in the Republic of Korea (see Note 17 - SK ecoplant Strategic Investment ), which represent a portion of the consolidated balances recorded within these financial statement line items in the consolidated balance sheets. |
Balance Sheet Components - Pref
Balance Sheet Components - Preferred Stock (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Preferred stock, authorized (in shares) | 20,000,000 | 10,000,000 |
Preferred stock, par or stated (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Series A preferred | ||
Class of Stock [Line Items] | ||
Preferred stock, authorized (in shares) | 10,000,000 |
Outstanding Loans and Securit_3
Outstanding Loans and Security Agreements - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jun. 14, 2022 | Dec. 31, 2021 | Aug. 31, 2020 | May 01, 2020 |
Debt Instrument [Line Items] | |||||
Unpaid Principal Balance | $ 419,083 | $ 539,669 | |||
Current portion of debt | 26,023 | 25,831 | |||
Long-term portion of debt | 385,556 | 500,899 | |||
Total | 411,579 | 526,730 | |||
10.25% Senior Secured Notes due March 2027 | |||||
Debt Instrument [Line Items] | |||||
Interest Rate | 10.25% | ||||
Notes | 10.25% Senior Secured Notes due March 2027 | |||||
Debt Instrument [Line Items] | |||||
Unpaid Principal Balance | 61,653 | 70,000 | |||
Current portion of debt | 12,716 | 8,348 | |||
Long-term portion of debt | 48,244 | 60,620 | |||
Total | $ 60,960 | $ 68,968 | |||
Interest Rate | 10.25% | 10.25% | |||
Senior Secured Notes | 2.5% Green Convertible Senior Notes due August 2025 | |||||
Debt Instrument [Line Items] | |||||
Unpaid Principal Balance | $ 230,000 | $ 230,000 | $ 230,000 | ||
Current portion of debt | 0 | 0 | |||
Long-term portion of debt | 224,832 | 222,863 | |||
Total | $ 224,832 | $ 222,863 | |||
Interest Rate | 2.50% | 2.50% | 2.50% | ||
Senior Secured Notes | 3.04% Senior Secured Notes due June 30, 2031 | |||||
Debt Instrument [Line Items] | |||||
Unpaid Principal Balance | $ 127,430 | $ 134,644 | |||
Current portion of debt | 13,307 | 9,376 | |||
Long-term portion of debt | 112,480 | 123,255 | |||
Total | $ 125,787 | $ 132,631 | |||
Interest Rate | 3.04% | 3.04% | |||
Senior Secured Notes | 6.07% Senior Secured Notes due March 2030 | |||||
Debt Instrument [Line Items] | |||||
Unpaid Principal Balance | $ 73,955 | ||||
Current portion of debt | 4,671 | ||||
Long-term portion of debt | 68,591 | ||||
Total | $ 73,262 | ||||
Interest Rate | 6.07% | 6.07% | |||
Recourse Debt | |||||
Debt Instrument [Line Items] | |||||
Unpaid Principal Balance | $ 291,653 | $ 300,000 | |||
Current portion of debt | 12,716 | 8,348 | |||
Long-term portion of debt | 273,076 | 283,483 | |||
Total | $ 285,792 | 291,831 | |||
Term loan | 7.5% Term Loan due September 2028 | |||||
Debt Instrument [Line Items] | |||||
Unpaid Principal Balance | 31,070 | ||||
Current portion of debt | 3,436 | ||||
Long-term portion of debt | 25,570 | ||||
Total | $ 29,006 | ||||
Interest Rate | 7.50% | 7.50% | 7.50% | ||
Non-recourse debt | |||||
Debt Instrument [Line Items] | |||||
Unpaid Principal Balance | $ 127,430 | $ 239,669 | |||
Current portion of debt | 13,307 | 17,483 | |||
Long-term portion of debt | 112,480 | 217,416 | |||
Total | $ 125,787 | $ 234,899 |
Outstanding Loans and Securit_4
Outstanding Loans and Security Agreements - Recourse Debt Facilities Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||||
Nov. 30, 2021 USD ($) | Aug. 31, 2020 USD ($) day $ / shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jun. 14, 2022 | Jan. 01, 2021 USD ($) | May 01, 2020 USD ($) | Jul. 01, 2017 | Dec. 31, 2015 | ||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, current maturities | $ 26,023 | $ 25,831 | |||||||||
Unpaid Principal Balance | 419,083 | 539,669 | |||||||||
Accumulated deficit | (3,564,483) | (3,263,075) | |||||||||
Decrease in additional paid-in capital | 3,906,491 | 3,219,081 | |||||||||
Non-recourse debt | [1] | 112,480 | 217,416 | ||||||||
Contractual interest expense | $ 53,493 | $ 69,025 | $ 76,276 | ||||||||
10.25% Senior Secured Notes due March 2027 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest Rate | 10.25% | ||||||||||
Redemption price, percentage | 101% | ||||||||||
10.25% Senior Secured Notes due March 2027 | On or after March 27, 2022 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Redemption price, percentage | 108% | ||||||||||
10.25% Senior Secured Notes due March 2027 | On or after March 27, 2023 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Redemption price, percentage | 104% | ||||||||||
10.25% Senior Secured Notes due March 2027 | On or after March 27, 2024 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Redemption price, percentage | 102% | ||||||||||
10.25% Senior Secured Notes due March 2027 | On or after March 27, 2026 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Redemption price, percentage | 100% | ||||||||||
10.25% Senior Secured Notes due March 2027 | Convertible debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 150,000 | ||||||||||
Current borrowing capacity | 80,000 | ||||||||||
10.25% Senior Secured Notes due March 2027 | Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest Rate | 10.25% | 10.25% | |||||||||
Debt face amount | $ 70,000 | ||||||||||
Secured long-term debt, noncurrent | $ 61,700 | $ 48,900 | |||||||||
Long-term debt, current maturities | 12,716 | 8,348 | |||||||||
Unpaid Principal Balance | $ 61,653 | $ 70,000 | |||||||||
Convertible Promissory Notes Interest Rate 6% Due December 2020, Recourse | Convertible debt | Affiliated entity | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest Rate | 6% | ||||||||||
2.5% Green Convertible Senior Notes due August 2025 | Senior Secured Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest Rate | 2.50% | 2.50% | 2.50% | ||||||||
Long-term debt, current maturities | $ 0 | $ 0 | |||||||||
Unpaid Principal Balance | $ 230,000 | $ 230,000 | 230,000 | ||||||||
Debt instrument, unamortized discount | 6,900 | ||||||||||
Debt other issuance costs, net | 3,000 | ||||||||||
Proceeds from debt, net of issuance costs | $ 220,100 | ||||||||||
Threshold trading days | day | 20 | ||||||||||
Threshold consecutive trading days | day | 30 | ||||||||||
Convertible, conversion ratio | 0.0616808 | ||||||||||
Contractual interest expense | $ 7,700 | 7,700 | 2,900 | ||||||||
Amortization of debt issuance costs | $ 2,000 | $ 2,000 | $ 800 | ||||||||
2.5% Green Convertible Senior Notes due August 2025 | Senior Secured Notes | Accounting Standards Update 2020-06 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Accumulated deficit | $ 5,300 | ||||||||||
Decrease in additional paid-in capital | 126,800 | ||||||||||
Non-recourse debt | $ 121,500 | ||||||||||
2.5% Green Convertible Senior Notes due August 2025 | Senior Secured Notes | Class A Common Stock | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Convertible stock price (in dollars per share) | $ / shares | $ 16.21 | ||||||||||
3.04% Senior Secured Notes due June 2031 | Senior Secured Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest Rate | 3.04% | ||||||||||
3.04% Senior Secured Notes due June 2031 | Senior Secured Notes | PPA Company 3a | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest Rate | 3.04% | ||||||||||
Unpaid Principal Balance | $ 109,100 | ||||||||||
Debt other issuance costs, net | 2,100 | ||||||||||
Proceeds from debt, net of issuance costs | $ 6,700 | ||||||||||
7.5% Term Loan due September 2028 | Term loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest Rate | 7.50% | 7.50% | 7.50% | ||||||||
Long-term debt, current maturities | $ 3,436 | ||||||||||
Unpaid Principal Balance | $ 31,070 | ||||||||||
6.07% Senior Secured Notes due March 2030 | Senior Secured Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest Rate | 6.07% | 6.07% | |||||||||
Long-term debt, current maturities | $ 4,671 | ||||||||||
Unpaid Principal Balance | $ 73,955 | ||||||||||
6.07% Senior Secured Notes due March 2030 | Senior Secured Notes | PPA Company 4 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest Rate | 6.07% | ||||||||||
[1] We have variable interest entities related to PPAs (see Note 11 - Portfolio F inancing s ) and joint venture in the Republic of Korea (see Note 17 - SK ecoplant Strategic Investment ), which represent a portion of the consolidated balances recorded within these financial statement line items in the consolidated balance sheets. |
Outstanding Loans and Securit_5
Outstanding Loans and Security Agreements - Non-recourse Debt Facilities Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Nov. 22, 2022 | Jun. 14, 2022 | Nov. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2015 | ||
Debt Instrument [Line Items] | ||||||||
Unpaid Principal Balance | $ 419,083 | $ 539,669 | ||||||
Loss on extinguishment of debt | 8,955 | 0 | $ 12,878 | |||||
Cash and cash equivalents | [1] | 348,498 | 396,035 | |||||
PPA Company 3a | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt repayment—principal | 44,968 | 13,899 | 10,513 | |||||
PPA Company 5 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt repayment—principal | 139,795 | 132,587 | 16,475 | |||||
PPA Company 4 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt repayment—principal | $ 99,000 | $ 25,045 | $ 21,163 | |||||
Senior Secured Notes | 3.04% Senior Secured Notes due June 2031 | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate percentage | 3.04% | |||||||
Senior Secured Notes | 6.07% Senior Secured Notes due March 2030 | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate percentage | 6.07% | 6.07% | ||||||
Unpaid Principal Balance | $ 73,955 | |||||||
Senior Secured Notes | PPA Company 3a | 3.04% Senior Secured Notes due June 2031 | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate percentage | 3.04% | |||||||
Unpaid Principal Balance | $ 109,100 | |||||||
Accrued interest | 100 | |||||||
Financing fees | 11,500 | |||||||
Debt instrument, unamortized premium | 6,500 | |||||||
Debt other issuance costs, net | 2,100 | |||||||
Proceeds from debt, net of issuance costs | 6,700 | |||||||
Senior Secured Notes | PPA Company 5 | 3.04% Senior Secured Notes due June 2031 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt face amount | $ 136,000 | |||||||
Senior Secured Notes | PPA Company 4 | 3.04% Senior Secured Notes due June 2031 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt minimum debt service reserves required | $ 8,000 | $ 8,000 | ||||||
Senior Secured Notes | PPA Company 4 | 6.07% Senior Secured Notes due March 2030 | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate percentage | 6.07% | |||||||
Accrued interest | $ 400 | |||||||
Debt repayment—principal | 70,500 | |||||||
Loss on extinguishment of debt | 4,700 | |||||||
Cash and cash equivalents | $ 9,100 | |||||||
Term loan | LIBOR + 2.5% Term Loan due December 2021 | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
LIBOR margin (as a percentage) | 2.50% | |||||||
Term loan | 7.5% Term Loan due September 2028 | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate percentage | 7.50% | 7.50% | 7.50% | |||||
Unpaid Principal Balance | $ 31,070 | |||||||
Term loan | PPA Company 3a | 7.5% Term Loan due September 2028 | ||||||||
Debt Instrument [Line Items] | ||||||||
Accrued interest | $ 400 | |||||||
Debt repayment—principal | 30,200 | |||||||
Loss on extinguishment of debt | 4,200 | |||||||
Cash and cash equivalents | $ 3,600 | |||||||
[1] We have variable interest entities related to PPAs (see Note 11 - Portfolio F inancing s ) and joint venture in the Republic of Korea (see Note 17 - SK ecoplant Strategic Investment ), which represent a portion of the consolidated balances recorded within these financial statement line items in the consolidated balance sheets. |
Outstanding Loans and Securit_6
Outstanding Loans and Security Agreements - Schedule of Repayments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Long-term Debt, Fiscal Year Maturity [Abstract] | |||
2023 | $ 26,023 | ||
2024 | 25,428 | ||
2025 | 258,061 | ||
2026 | 30,641 | ||
2027 | 17,772 | ||
Thereafter | 61,158 | ||
Total | 419,083 | $ 539,669 | |
Interest expense | 53,500 | 69,000 | $ 78,800 |
Interest expense to related parties | $ 0 | $ 0 | $ 2,513 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Option to Acquire Shares (Details) - Option to acquire a variable number of shares of Class A Common Stock - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 23, 2021 |
Derivative [Line Items] | |||
Derivative liability | $ 13,200 | ||
SK Ecoplant | |||
Derivative [Line Items] | |||
Derivative liability | $ 13,200 | $ 9,600 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Changes in Fair Value of Derivative Contracts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax: | |||
Beginning balance | $ (1,827) | $ 141,019 | $ (168,303) |
Net gain recognized in other comprehensive loss | 794 | (14,648) | 6,919 |
Gain recognized in earnings | 0 | 0 | 0 |
Ending balance | 378,816 | (1,827) | 141,019 |
Interest rate swap agreements | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax: | |||
Gain recognized in earnings | (746) | ||
Accumulated Gain (Loss), Cash Flow Hedge, Including Noncontrolling Interest | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax: | |||
Beginning balance | $ 0 | 15,989 | |
Gain recognized in other comprehensive loss | (2,714) | ||
Amounts reclassified from other comprehensive loss to earnings | (12,529) | ||
Net gain recognized in other comprehensive loss | (15,243) | ||
Ending balance | $ 0 | $ 15,989 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Embedded Derivatives Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Gain (loss) on derivative | $ 0 | $ 0 | $ 0 |
Embedded derivative liability | $ 5.9 | $ 6.5 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) ft² | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) | |
Lessee, Lease, Description [Line Items] | |||
Total plant space (in square feet) | ft² | 421,000 | ||
Number of additional floors | shares | 3 | ||
Rent expense | $ 21,400 | $ 16,000 | $ 9,900 |
Total lease costs | 27,665 | 17,951 | 10,484 |
Product revenue | 1,135,346 | 906,858 | 731,224 |
Financing obligations | 442,063 | 461,900 | |
Net investment in sales-type leases | 0 | 45,268 | |
Managed Services | PPA Entities | |||
Lessee, Lease, Description [Line Items] | |||
Total lease costs | 5,600 | ||
Recognition of right-of-use assets and lease liabilities from sale and leaseback transactions | 12,600 | 29,400 | |
Financing obligations | 442,100 | 461,900 | |
Product | |||
Lessee, Lease, Description [Line Items] | |||
Product revenue | 880,664 | 663,512 | 518,633 |
Product | Managed Services | PPA Entities | |||
Lessee, Lease, Description [Line Items] | |||
Product revenue | 20,400 | 35,100 | |
Installation | |||
Lessee, Lease, Description [Line Items] | |||
Product revenue | 92,120 | 96,059 | $ 101,887 |
Installation | Managed Services | PPA Entities | |||
Lessee, Lease, Description [Line Items] | |||
Product revenue | 11,300 | 20,900 | |
Financing Obligations | Managed Services | PPA Entities | |||
Lessee, Lease, Description [Line Items] | |||
Product revenue | $ 3,300 | $ 10,000 | |
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Remaining lease term | 1 year | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Remaining lease term | 15 years |
Leases - Operating and Financin
Leases - Operating and Financing Lease Right-of-Use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Assets and Liabilities, Lessee: | |||
Operating lease right-of-use assets, net | [1] | $ 126,955 | $ 106,660 |
Current operating lease liabilities | [1] | (16,227) | (13,101) |
Non-current operating lease liabilities | [1] | (132,363) | (106,187) |
Total operating lease liabilities | $ (148,590) | $ (119,288) | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, plant and equipment, net | Property, plant and equipment, net | |
Finance lease right-of-use assets, net | $ 2,824 | $ 2,944 | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities | |
Current finance lease liabilities | $ (1,024) | $ (863) | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent | |
Non-current finance lease liabilities | $ (1,971) | $ (2,157) | |
Total finance lease liabilities | (2,995) | (3,020) | |
Total lease liabilities | $ (151,585) | $ (122,308) | |
[1] We have variable interest entities related to PPAs (see Note 11 - Portfolio F inancing s ) and joint venture in the Republic of Korea (see Note 17 - SK ecoplant Strategic Investment ), which represent a portion of the consolidated balances recorded within these financial statement line items in the consolidated balance sheets. |
Leases - Costs (Details)
Leases - Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Operating lease costs | $ 25,503 | $ 15,850 | $ 9,804 |
Amortization of right-of-use assets | 968 | 1,345 | 51 |
Interest on lease liabilities | 220 | 349 | 16 |
Total financing lease costs | 1,188 | 1,694 | 67 |
Short-term lease costs | 974 | 407 | 613 |
Total lease costs | $ 27,665 | $ 17,951 | $ 10,484 |
Leases - Weighted Average Remai
Leases - Weighted Average Remaining Lease Terms and Discount Rates (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Weighted average remaining lease term: | ||
Operating leases | 8 years 7 months 6 days | 8 years 10 months 24 days |
Finance leases | 3 years 3 months 18 days | 3 years 6 months |
Weighted average discount rate: | ||
Operating leases | 10.30% | 9.60% |
Finance leases | 6.90% | 7.60% |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Leases | ||
2023 | $ 30,058 | |
2024 | 26,145 | |
2025 | 26,879 | |
2026 | 26,743 | |
2027 | 25,442 | |
Thereafter | 95,980 | |
Total minimum lease payments | 231,247 | |
Less: amounts representing interest or imputed interest | (82,657) | |
Present value of lease liabilities | 148,590 | $ 119,288 |
Finance Leases | ||
2023 | 1,250 | |
2024 | 1,076 | |
2025 | 590 | |
2026 | 371 | |
2027 | 180 | |
Thereafter | 11 | |
Total minimum lease payments | 3,478 | |
Less: amounts representing interest or imputed interest | (483) | |
Present value of lease liabilities | $ 2,995 | $ 3,020 |
Leases - Financial Obligations
Leases - Financial Obligations and Sublease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Finance Leases | ||
2023 | $ 1,250 | |
2024 | 1,076 | |
2025 | 590 | |
2026 | 371 | |
2027 | 180 | |
Thereafter | 11 | |
Total minimum lease payments | 3,478 | |
Less: amounts representing interest or imputed interest | (483) | |
Present value of lease liabilities | 2,995 | $ 3,020 |
Less: current financing obligations | (1,024) | (863) |
Long-term financing obligations | 1,971 | $ 2,157 |
PPA Entities | Managed Services | ||
Finance Leases | ||
2023 | 44,740 | |
2024 | 42,742 | |
2025 | 41,726 | |
2026 | 37,138 | |
2027 | 20,793 | |
Thereafter | 36,223 | |
Total minimum lease payments | 223,362 | |
Less: amounts representing interest or imputed interest | (122,580) | |
Present value of lease liabilities | 100,782 | |
Less: current financing obligations | (17,364) | |
Long-term financing obligations | $ 83,418 |
Leases - Sales-Type Leases (Det
Leases - Sales-Type Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Net Investment in Lease [Abstract] | |||
Lease payment receivables, net | $ 44,378 | ||
Estimated residual value of leased assets (unguaranteed) | 890 | ||
Net investment in sales-type leases | $ 0 | 45,268 | |
Less: current portion | [1] | 0 | (5,784) |
Customer financing receivable | [1] | $ 0 | 39,484 |
Current estimated credit losses | $ 100 | ||
[1] We have variable interest entities related to PPAs (see Note 11 - Portfolio F inancing s ) and joint venture in the Republic of Korea (see Note 17 - SK ecoplant Strategic Investment ), which represent a portion of the consolidated balances recorded within these financial statement line items in the consolidated balance sheets. |
Leases - Payment to be Received
Leases - Payment to be Received (Details) - PPA Entities - Portfolio Financing $ in Thousands | Dec. 31, 2022 USD ($) |
Lessor, Lease, Description [Line Items] | |
2023 | $ 21,063 |
2024 | 21,238 |
2025 | 21,630 |
2026 | 22,092 |
2027 | 22,566 |
Thereafter | 85,009 |
Total minimum lease payments | $ 193,598 |
Stock-Based Compensation and _3
Stock-Based Compensation and Employee Benefit Plans - Equity Incentive and Stock Plans Narrative (Details) - $ / shares | 12 Months Ended | |||
Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of additional shares authorized, percent | 4% | |||
Weighted average exercise price, outstanding options (in dollars per share) | $ 20.70 | $ 21.23 | $ 21.27 | |
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 5,395,199 | 6,475,536 | ||
2012 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average exercise price, outstanding options (in dollars per share) | $ 27.15 | |||
Number of common stock reserved for issuance (in shares) | 0 | |||
2012 Equity Incentive Plan | Class B common stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation vesting period | 4 years | |||
Expiration period | 10 years | |||
Number of outstanding options (in shares) | 5,436,417 | |||
2018 Equity Incentive Plan | RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 9,543,386 | |||
2018 Equity Incentive Plan | Class B common stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expiration period | 10 years | |||
2018 Equity Incentive Plan | Class B common stock | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation vesting period | 3 years | |||
2018 Equity Incentive Plan | Class B common stock | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation vesting period | 4 years | |||
2018 Equity Incentive Plan | Class A Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of outstanding options (in shares) | 3,311,892 | |||
Weighted average exercise price, outstanding options (in dollars per share) | $ 10.11 | |||
Number of common stock reserved for issuance (in shares) | 28,340,641 | |||
2002 Stock Plan | Class B common stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation vesting period | 4 years | |||
Expiration period | 10 years |
Stock-Based Compensation and _4
Stock-Based Compensation and Employee Benefit Plans - Weighted-Average Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk free interest rate | 0.60% | ||
Expected term (years) | 0 years | 0 years | 6 years 7 months 6 days |
Expected dividend yield | 0% | ||
Expected volatility rate | 71% |
Stock-Based Compensation and _5
Stock-Based Compensation and Employee Benefit Plans - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Share-based compensation expense | $ 113,966 | $ 76,132 | $ 73,893 |
Share-based payment arrangement, amount capitalized | 6,300 | 5,800 | |
Cost of revenue | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Share-based compensation expense | 18,955 | 13,811 | 17,475 |
Research and development | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Share-based compensation expense | 33,956 | 20,274 | 19,037 |
Sales and marketing | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Share-based compensation expense | 18,651 | 17,085 | 10,997 |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Share-based compensation expense | $ 42,404 | $ 24,962 | $ 26,384 |
Stock-Based Compensation and _6
Stock-Based Compensation and Employee Benefit Plans - Stock Option and Stock Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Outstanding Options/RSUs, Number of Shares | ||
Outstanding (in shares) | 10,737,295 | 15,354,271 |
Exercised (in shares) | (537,324) | (3,460,364) |
Forfeited (in shares) | (42,774) | (1,156,612) |
Expired (in shares) | (1,408,888) | |
Outstanding (in shares) | 8,748,309 | 10,737,295 |
Outstanding Options Weighted Average Exercise Price | ||
Outstanding (in dollars per share) | $ 21.23 | $ 21.27 |
Exercised (in dollars per share) | 7.08 | 23.05 |
Forfeited (in dollars per share) | 6.98 | 16.33 |
Expired (in dollars per share) | 30.39 | |
Outstanding (in dollars per share) | $ 20.70 | $ 21.23 |
Outstanding, remaining contractual life | 4 years 7 months 6 days | 5 years 2 months 12 days |
Outstanding, aggregate intrinsic value | $ 40,532 | $ 60,304 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Vested and expected to vest (in shares) | 8,743,013 | |
Exercisable (in shares) | 8,636,644 | |
Vested and expected to vest, weighted average exercise price (in dollars per share) | $ 20.71 | |
Exercisable, weighted average exercise price (in dollars per share) | $ 20.86 | |
Vested and expected to vest, remaining contractual life | 4 years 7 months 6 days | |
Exercisable, remaining contractual life | 4 years 7 months 6 days | |
Vested and expected to vest, aggregate intrinsic value | $ 40,469 | |
Exercisable, aggregate intrinsic value | $ 39,296 |
Stock-Based Compensation and _7
Stock-Based Compensation and Employee Benefit Plans - Stock Options Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Arrangements with Employees and Nonemployees [Abstract] | |||
Stock options exercised, intrinsic value | $ 3.8 | $ 28.9 | $ 11.2 |
Unrecognized compensation cost related to unvested stock options | $ 0.4 | $ 6.2 | |
Expense expected to be recognized over remaining weighted-average period | 10 months 24 days | 10 months 24 days | |
Cash received from stock options exercised | $ 3.7 | $ 79.7 | 15 |
Class A Common Stock | |||
Share-based Arrangements with Employees and Nonemployees [Abstract] | |||
Granted (in shares) | 0 | ||
Employee Stock Option | |||
Share-based Arrangements with Employees and Nonemployees [Abstract] | |||
Allocated share-based compensation expense | $ 7.1 | $ 15.6 | $ 19.1 |
Stock-Based Compensation and _8
Stock-Based Compensation and Employee Benefit Plans - Unvested Restricted Stock Unit Activity (Details) - Restricted Stock Units - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Unvested Restricted Stock Unit Activity | ||
Unvested balance (in shares) | 8,367,664 | 6,418,788 |
Granted (in shares) | 5,395,199 | 6,475,536 |
Vested (in shares) | (2,957,215) | (2,904,996) |
Forfeited (in shares) | (1,256,613) | (1,621,664) |
Unvested balance (in shares) | 9,549,035 | 8,367,664 |
Weighted Average Grant Date Fair Value | ||
Unvested balance (in dollars per share) | $ 20.52 | $ 13.71 |
Granted (in dollars per share) | 19.74 | 25.82 |
Vested (in dollars per share) | 18.14 | 17.04 |
Forfeited (in dollars per share) | 21.32 | 20.97 |
Unvested balance (in dollars per share) | $ 19.99 | $ 20.52 |
Stock-Based Compensation and _9
Stock-Based Compensation and Employee Benefit Plans - Stock Award Activity (Details) - Restricted Stock Units - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Unvested Restricted Stock Unit Activity | ||
Unvested balance (in shares) | 8,367,664 | 6,418,788 |
Granted (in shares) | 5,395,199 | 6,475,536 |
Vested (in shares) | (2,957,215) | (2,904,996) |
Forfeited (in shares) | (1,256,613) | (1,621,664) |
Unvested balance (in shares) | 9,549,035 | 8,367,664 |
Weighted Average Grant Date Fair Value | ||
Unvested balance (in dollars per share) | $ 20.52 | $ 13.71 |
Granted (in dollars per share) | 19.74 | 25.82 |
Vested (in dollars per share) | 18.14 | 17.04 |
Forfeited (in dollars per share) | 21.32 | 20.97 |
Unvested balance (in dollars per share) | $ 19.99 | $ 20.52 |
Stock-Based Compensation and_10
Stock-Based Compensation and Employee Benefit Plans - Stock Awards Narrative (Details) - Restricted Stock Units - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated share-based compensation expense | $ 89.4 | $ 50.1 | $ 44.1 |
Unrecognized stock-based compensation cost | $ 135.7 | $ 114.9 | |
Expense expected to be recognized over a weighted-average period | 1 year 10 months 24 days | 2 years 3 months 18 days |
Stock-Based Compensation and_11
Stock-Based Compensation and Employee Benefit Plans - Executive Awards Narrative (Details) $ in Millions | 1 Months Ended | 12 Months Ended | |
Nov. 30, 2019 tranche | Dec. 31, 2022 USD ($) | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility rate | 71% | ||
Risk free interest rate | 0.60% | ||
Expected dividend yield | 0% | ||
Restricted Stock Units and Performance Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unamortized compensation expense | $ | $ 22.4 | ||
Performance Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation vesting period | 5 years | ||
Stock-based compensation post-vesting holding period | 2 years | ||
Expected volatility rate | 71.20% | ||
Risk free interest rate | 1.60% | ||
Expected dividend yield | 0% | ||
2020 Executive Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, number of tranche | 3 | ||
2022 Executive Award | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, number of tranche | 3 |
Stock-Based Compensation and_12
Stock-Based Compensation and Employee Benefit Plans - Number of Shares Available for Grant (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Options/ RSUs Available for Grant | ||
Beginning balance (in shares) | 24,146,784 | 20,233,754 |
Added to plan | 8,384,460 | 8,102,014 |
Granted | (5,431,930) | (6,475,536) |
Cancelled/Forfeited | 2,597,990 | 2,778,276 |
Expired | (1,356,663) | (491,724) |
Ending Balance (in shares) | 28,340,641 | 24,146,784 |
Stock-Based Compensation and_13
Stock-Based Compensation and Employee Benefit Plans - Employee Stock Purchase Plan (Details) | 12 Months Ended | |||||
Jul. 05, 2018 | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) | Jul. 25, 2018 shares | Apr. 30, 2018 shares | |
Employee Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of share maximum per employee | 2,500 | |||||
Purchase period | 6 months | |||||
Employee subscription amount | $ | $ 25,000 | |||||
2018 ESPP | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of common stock reserved for issuance (in shares) | 13,840,716 | 2,544,668 | ||||
Employee stock ownership plan (ESOP), compensation expense | $ | $ 16,200,000 | $ 7,600,000 | $ 5,700,000 | |||
Share-based compensation arrangement by share-based payment award, shares issued in period | 759,744 | 1,945,305 | ||||
Number of additional shares authorized (in shares) | 12,055,792 | 1,902,572 | ||||
Unrecognized stock-based compensation cost | $ | $ 12,000,000 | $ 9,800,000 | ||||
Expense expected to be recognized over a weighted-average period | 7 months 6 days | 6 months | ||||
2018 ESPP | Employee Stock | Class A Common Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of common stock reserved for issuance (in shares) | 33,333,333 | |||||
Number of common stock reserved for issuance (in shares) | 3,333,333 | |||||
Period for additional share issuance | 9 years | |||||
Percent of outstanding shares | 0.01 | |||||
Purchase price of common stock, percentage of fair market value | 85% |
Stock-Based Compensation and_14
Stock-Based Compensation and Employee Benefit Plans - Fair Value of Shares Purchased Under the 2018 ESPP (Details) (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (years) | 0 years | 0 years | 6 years 7 months 6 days |
Expected dividend yield | 0% | ||
Employee Stock | 2018 ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate (minimum) | 3.10% | 0.10% | |
Risk-free interest rate (maximum) | 3.20% | 2.80% | |
Expected dividend yield | 0% | 0% | |
Expected volatility (minimum) | 78% | 95% | |
Expected volatility (maximum) | 88.90% | 114.50% | |
Employee Stock | 2018 ESPP | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (years) | 6 months | 6 months | |
Employee Stock | 2018 ESPP | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (years) | 2 years | 2 years |
Portfolio Financings - Narrativ
Portfolio Financings - Narrative (Details) $ in Thousands | 2 Months Ended | 12 Months Ended | |||||||
Nov. 22, 2022 USD ($) MW | Nov. 02, 2022 USD ($) | Jun. 14, 2022 MW | Jun. 13, 2022 USD ($) | Dec. 31, 2022 USD ($) entity MW | Dec. 31, 2021 USD ($) company | Dec. 31, 2020 USD ($) | Nov. 01, 2022 | ||
Variable Interest Entity [Line Items] | |||||||||
Number of entities | entity | 6 | ||||||||
Repayment of debt | $ 100,705 | $ 0 | $ 0 | ||||||
Loss on extinguishment of debt | 8,955 | 0 | 12,878 | ||||||
Customer financing receivable | [1] | 0 | 5,784 | ||||||
Customer financing receivable | [1] | 0 | 39,484 | ||||||
Write-off of assets related to PPA IIIa and PPA IV | 113,514 | 0 | 0 | ||||||
Depreciation and amortization | 61,608 | 53,454 | 52,279 | ||||||
Inventories | (124,878) | (885) | (33,004) | ||||||
Contract assets | 21,525 | 21,874 | 0 | ||||||
Decrease in accounts receivable | (162,864) | 8,608 | (61,702) | ||||||
Total revenue | 1,199,125 | 972,176 | 794,247 | ||||||
Cost of revenue | 1,050,837 | 774,595 | 628,454 | ||||||
Decrease in net cash provided by financing activities | (211,364) | (306,375) | (176,031) | ||||||
Repayment of debt - related parties | 6,553 | 0 | 0 | ||||||
Prepaid expenses and other current assets | (17,590) | 1,520 | (3,124) | ||||||
General and administrative | 167,740 | 122,188 | 107,085 | ||||||
Aggregate purchase price of transaction amount | $ 8,000 | ||||||||
Contractual interest expense | 53,493 | $ 69,025 | 76,276 | ||||||
Number of investment companies | company | 3 | ||||||||
PPA Company V | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Interest owns percentage | 70% | 10% | |||||||
Ownership percentage acquired | 66.67% | ||||||||
Product | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Total revenue | 880,664 | $ 663,512 | 518,633 | ||||||
Cost of revenue | 616,178 | 471,654 | 332,724 | ||||||
Electricity | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Total revenue | 75,387 | 68,421 | 64,094 | ||||||
Cost of revenue | 162,057 | 44,441 | 46,859 | ||||||
Installation | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Total revenue | 92,120 | 96,059 | 101,887 | ||||||
Cost of revenue | 104,111 | 110,214 | 116,542 | ||||||
Service | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Total revenue | 150,954 | 144,184 | 109,633 | ||||||
Cost of revenue | 168,491 | 148,286 | $ 132,329 | ||||||
PPA Entities | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Customer financing receivable | 0 | 5,784 | |||||||
Customer financing receivable | 0 | 39,484 | |||||||
Property and equipment, net | 133,285 | $ 228,546 | |||||||
PPA Entities | PPA 3A Upgrade | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Write-off of assets related to PPA IIIa and PPA IV | $ 44,800 | ||||||||
PPA Entities | PPA Company 3a | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Energy servers portfolio, power | MW | 9.8 | 9.8 | |||||||
Repayment of debt | $ 30,600 | ||||||||
Loss on extinguishment of debt | 4,200 | ||||||||
Gain on remeasurement of investment | 1,800 | ||||||||
Make-whole payment | $ 2,400 | ||||||||
Decrease in net cash provided by financing activities | $ 32,600 | ||||||||
Debt repayment—principal | 30,200 | ||||||||
Repayment of debt - related parties | 2,400 | ||||||||
PPA Entities | PPA Company 3a | PPA 3A Upgrade | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Repayment of debt | 30,600 | ||||||||
Loss on extinguishment of debt | 4,200 | ||||||||
Payments for upgrade project | 29,300 | ||||||||
Proceeds from sale of energy servers | 66,300 | ||||||||
Customer financing receivable | 5,900 | ||||||||
Customer financing receivable | 36,900 | ||||||||
Property and equipment, net | 2,200 | ||||||||
Write-off of assets related to PPA IIIa and PPA IV | 44,800 | ||||||||
Depreciation and amortization | $ 200 | ||||||||
Estimated depreciable life | 6 months | 15 years | |||||||
Inventories | $ 25,000 | ||||||||
Contract assets | 3,400 | ||||||||
Decrease in accounts receivable | 1,800 | ||||||||
Increase (decrease) in other liabilities | 3,800 | ||||||||
PPA Entities | PPA Company 3a | PPA 3A Upgrade | Product | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Total revenue | 49,800 | ||||||||
Cost of revenue | 21,800 | ||||||||
PPA Entities | PPA Company 3a | PPA 3A Upgrade | Electricity | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Write-off of assets related to PPA IIIa and PPA IV | 44,800 | ||||||||
Depreciation and amortization | 200 | ||||||||
Cost of revenue | 45,000 | ||||||||
PPA Entities | PPA Company 3a | PPA 3A Upgrade | Installation | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Total revenue | 4,600 | ||||||||
Cost of revenue | 3,200 | ||||||||
PPA Entities | PPA Company 3a | PPA 3A Upgrade | Service | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Total revenue | $ 700 | ||||||||
PPA Entities | PPA Company 3a | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Sale Of Project Company | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Percent interest sold | 100% | ||||||||
PPA Entities | PPA Company 4a | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Energy servers portfolio, power | MW | 19.3 | 19.3 | |||||||
Repayment of debt | $ 70,900 | ||||||||
Loss on extinguishment of debt | 4,700 | ||||||||
Gain on remeasurement of investment | 600 | ||||||||
Make-whole payment | $ 4,100 | ||||||||
Decrease in net cash provided by financing activities | $ 74,600 | ||||||||
Debt repayment—principal | 70,500 | ||||||||
Repayment of debt - related parties | 4,100 | ||||||||
Payments to acquire equity interest | $ 4,000 | ||||||||
PPA Entities | PPA Company 4a | PPA 4A Upgrade | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Repayment of debt | 70,900 | ||||||||
Loss on extinguishment of debt | 4,700 | ||||||||
Payments for upgrade project | 16,400 | ||||||||
Proceeds from sale of energy servers | 91,400 | ||||||||
Property and equipment, net | 64,300 | ||||||||
Write-off of assets related to PPA IIIa and PPA IV | 64,000 | ||||||||
Depreciation and amortization | $ 300 | ||||||||
Estimated depreciable life | 6 months | 15 years | |||||||
Inventories | $ 37,400 | ||||||||
Contract assets | 17,900 | ||||||||
Increase (decrease) in other liabilities | 6,200 | ||||||||
Prepaid expenses and other current assets | 4,700 | ||||||||
General and administrative | 4,700 | ||||||||
Buyout of equity interest | 23,700 | ||||||||
PPA Entities | PPA Company 4a | PPA 4A Upgrade | Product | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Total revenue | 102,300 | ||||||||
Cost of revenue | 37,400 | ||||||||
PPA Entities | PPA Company 4a | PPA 4A Upgrade | Electricity | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Depreciation and amortization | 300 | ||||||||
Total revenue | 1,400 | ||||||||
Cost of revenue | $ 64,300 | ||||||||
PPA Entities | PPA Company 4a | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Sale Of Project Company | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Percent interest sold | 100% | ||||||||
[1] We have variable interest entities related to PPAs (see Note 11 - Portfolio F inancing s ) and joint venture in the Republic of Korea (see Note 17 - SK ecoplant Strategic Investment ), which represent a portion of the consolidated balances recorded within these financial statement line items in the consolidated balance sheets. |
Portfolio Financings - Schedule
Portfolio Financings - Schedule of VIEs (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) MMBTU | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
PPA Company 3a | |||
Variable Interest Entity [Line Items] | |||
Maximum size of installation (in megawatts) | MMBTU | 10 | ||
Installed size (in megawatts) | MMBTU | 10 | ||
Term of power purchase agreements (in years) | 15 years | ||
Initial income (loss) and tax benefits allocation to Equity Investor | 99% | ||
Initial cash allocation to Equity Investor | 99% | ||
Income (loss), tax and cash allocations to Equity Investor after the flip date | 5% | ||
Company cash contributions | $ 32,223 | ||
Company non-cash contributions | 8,655 | ||
Equity Investor cash contributions | 36,967 | ||
Debt financing | 44,968 | ||
Distributions to Equity Investor | 4,897 | $ 4,897 | $ 4,847 |
Debt repayment—principal | $ 44,968 | 13,899 | 10,513 |
PPA Company 4 | |||
Variable Interest Entity [Line Items] | |||
Maximum size of installation (in megawatts) | MMBTU | 21 | ||
Installed size (in megawatts) | MMBTU | 19 | ||
Term of power purchase agreements (in years) | 15 years | ||
Initial income (loss) and tax benefits allocation to Equity Investor | 90% | ||
Initial cash allocation to Equity Investor | 90% | ||
Company cash contributions | $ 11,669 | ||
Company non-cash contributions | 0 | ||
Equity Investor cash contributions | 84,782 | ||
Debt financing | 99,000 | ||
Distributions to Equity Investor | 15,017 | 12,848 | 8,852 |
Debt repayment—principal | $ 99,000 | 25,045 | 21,163 |
PPA Company 5 | |||
Variable Interest Entity [Line Items] | |||
Maximum size of installation (in megawatts) | MMBTU | 40 | ||
Installed size (in megawatts) | MMBTU | 37 | ||
Term of power purchase agreements (in years) | 15 years | ||
Initial income (loss) and tax benefits allocation to Equity Investor | 99% | ||
Initial cash allocation to Equity Investor | 90% | ||
Company cash contributions | $ 27,932 | ||
Company non-cash contributions | 0 | ||
Equity Investor cash contributions | 227,344 | ||
Debt financing | 131,237 | ||
Distributions to Equity Investor | 30,786 | 26,601 | 24,809 |
Debt repayment—principal | $ 139,795 | $ 132,587 | $ 16,475 |
Portfolio Financings - Schedu_2
Portfolio Financings - Schedule of PPA Entities' Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Current assets: | |||
Cash and cash equivalents | [1] | $ 348,498 | $ 396,035 |
Restricted cash, current | [1] | 51,515 | 92,540 |
Accounts receivable | [1] | 250,995 | 87,789 |
Customer financing receivable | [1] | 0 | 5,784 |
Prepaid expenses and other current assets | [1] | 43,643 | 30,661 |
Total current assets | 1,055,963 | 806,420 | |
Customer financing receivable | [1] | 0 | 39,484 |
Restricted cash | [1] | 118,353 | 126,539 |
Other long-term assets | [1] | 40,205 | 41,073 |
Total assets | 1,946,627 | 1,725,571 | |
Current liabilities: | |||
Accrued expenses and other current liabilities | [1] | 144,183 | 114,138 |
Deferred revenue and customer deposits | [1] | 159,048 | 89,975 |
Non-recourse debt | [1] | 13,307 | 17,483 |
Total current liabilities | 541,946 | 342,479 | |
Deferred revenue and customer deposits | [1] | 56,392 | 90,310 |
Non-recourse debt | [1] | 112,480 | 217,416 |
Total liabilities | 1,567,811 | 1,518,547 | |
PPA Entities | |||
Current assets: | |||
Cash and cash equivalents | 5,008 | 1,541 | |
Restricted cash, current | 550 | 3,078 | |
Accounts receivable | 2,072 | 5,112 | |
Customer financing receivable | 0 | 5,784 | |
Prepaid expenses and other current assets | 1,927 | 3,071 | |
Total current assets | 9,557 | 18,586 | |
Property and equipment, net | 133,285 | 228,546 | |
Customer financing receivable | 0 | 39,484 | |
Restricted cash | 8,000 | 23,239 | |
Other long-term assets | 1,869 | 2,362 | |
Total assets | 152,711 | 312,217 | |
Current liabilities: | |||
Accrued expenses and other current liabilities | 1,037 | 194 | |
Deferred revenue and customer deposits | 662 | 662 | |
Non-recourse debt | 13,307 | 17,483 | |
Total current liabilities | 15,006 | 18,339 | |
Deferred revenue and customer deposits | 4,748 | 5,410 | |
Non-recourse debt | 112,480 | 217,417 | |
Total liabilities | $ 132,234 | $ 241,166 | |
[1] We have variable interest entities related to PPAs (see Note 11 - Portfolio F inancing s ) and joint venture in the Republic of Korea (see Note 17 - SK ecoplant Strategic Investment ), which represent a portion of the consolidated balances recorded within these financial statement line items in the consolidated balance sheets. |
Portfolio Financings - Schedu_3
Portfolio Financings - Schedule of Consolidated Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Variable Interest Entity [Line Items] | ||
Total current assets | $ 1,055,963 | $ 806,420 |
Long-term assets | 890,664 | 919,151 |
Total assets | 1,946,627 | 1,725,571 |
Current liabilities | 515,923 | 316,648 |
Current portion of debt | 26,023 | 25,831 |
Long-term liabilities | 640,309 | 675,169 |
Long-term portion of debt | 385,556 | 500,899 |
Total liabilities | 1,567,811 | 1,518,547 |
Bloom Energy | ||
Variable Interest Entity [Line Items] | ||
Total current assets | 1,046,406 | 787,834 |
Long-term assets | 747,510 | 625,520 |
Total assets | 1,793,916 | 1,413,354 |
Current liabilities | 514,224 | 315,792 |
Current portion of debt | 12,716 | 8,348 |
Long-term liabilities | 635,561 | 669,759 |
Long-term portion of debt | 273,076 | 283,482 |
Total liabilities | 1,435,577 | 1,277,381 |
PPA Entities | ||
Variable Interest Entity [Line Items] | ||
Total current assets | 9,557 | 18,586 |
Long-term assets | 143,154 | 293,631 |
Total assets | 152,711 | 312,217 |
Current liabilities | 1,699 | 856 |
Current portion of debt | 13,307 | 17,483 |
Long-term liabilities | 4,748 | 5,410 |
Long-term portion of debt | 112,480 | 217,417 |
Total liabilities | $ 132,234 | $ 241,166 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |||
Total revenue from related parties | $ 36,281 | $ 16,038 | $ 7,562 |
Interest expense to related parties | $ 0 | $ 0 | $ 2,513 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) shares in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Oct. 23, 2021 shares | Jul. 01, 2021 USD ($) | Oct. 31, 2021 shares | Dec. 29, 2021 shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Related Party Transaction [Line Items] | |||||||
Total revenue from related parties | $ 36,281 | $ 16,038 | $ 7,562 | ||||
Softbank Corp. | |||||||
Related Party Transaction [Line Items] | |||||||
Interest acquired | 0.50 | ||||||
Related party amount of transaction | $ 2,000 | ||||||
Related party amounts of transaction, subject to earn out | $ 3,600 | ||||||
SK Ecoplant | |||||||
Related Party Transaction [Line Items] | |||||||
Total revenue from related parties | 36,300 | 14,500 | 4,200 | ||||
Accounts receivable | 4,300 | 4,400 | |||||
SK Ecoplant | Series A Redeemable Convertible Preferred Stock | Initial Investment | |||||||
Related Party Transaction [Line Items] | |||||||
Shares sold in offering (in shares) | shares | 10,000 | 10,000 | 10,000 | ||||
Service | Equity Method Investee | Softbank Corp. | |||||||
Related Party Transaction [Line Items] | |||||||
Total revenue from related parties | $ 0 | $ 1,600 | $ 3,400 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Thousands | 9 Months Ended | 12 Months Ended | |||||||
Jan. 06, 2023 USD ($) | Dec. 31, 2022 USD ($) employee | Sep. 30, 2017 USD ($) period employee | Dec. 31, 2022 USD ($) employee | Dec. 31, 2021 USD ($) employee | Dec. 31, 2020 USD ($) | Dec. 31, 2017 USD ($) | Mar. 31, 2012 USD ($) | ||
Operating Leased Assets [Line Items] | |||||||||
PPA expenses | $ 12,100 | $ 9,500 | |||||||
Term of customer contract for negotiated rates | 15 years | ||||||||
Restricted cash | $ 169,868 | $ 169,868 | 219,079 | ||||||
Restricted cash, current | [1] | 51,515 | 51,515 | 92,540 | |||||
Restricted cash | [1] | $ 118,353 | $ 118,353 | 126,539 | |||||
Grants receivable | $ 16,500 | ||||||||
Number of employees to be hired per incentive grant agreement | employee | 900 | 900 | 900 | ||||||
Minimum cumulative employee compensation, recapture period one | $ 108,000 | ||||||||
Number of additional recapture periods | period | 2 | ||||||||
Minimum cumulative employee compensation, recapture period three | $ 324,000 | ||||||||
Cumulative compensation expense incurred | $ 251,200 | $ 251,200 | 191,400 | ||||||
Proceeds from government grants | 12,000 | ||||||||
Grant agreement, maximum possible repayment amount, recapture period three | 2,500 | 2,500 | |||||||
Grant agreement, recapture provision repayments | 1,000 | $ 1,500 | |||||||
Delaware grant obligation | $ 9,500 | $ 9,500 | $ 9,500 | ||||||
Subsequent Event | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Settlement amount | $ 3,000 | ||||||||
Delaware | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Number of full time employees | employee | 634 | 634 | 484 | ||||||
PPA Entities | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Restricted cash, current | $ 550 | $ 550 | $ 3,078 | ||||||
Restricted cash | 8,000 | 8,000 | 23,239 | ||||||
PPA Company 2 | PPA Entities | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Restricted cash | 69,100 | 69,100 | 99,400 | ||||||
Restricted cash, current | 40,600 | 40,600 | 41,700 | ||||||
Restricted cash | 28,500 | 28,500 | 57,700 | ||||||
PPA Company 3b | PPA Entities | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Term of customer contract for negotiated rates | 7 years | ||||||||
Restricted cash | $ 20,000 | ||||||||
Restricted cash, current | 1,200 | 1,200 | 1,200 | ||||||
Restricted cash | $ 6,700 | $ 6,700 | $ 6,700 | ||||||
[1] We have variable interest entities related to PPAs (see Note 11 - Portfolio F inancing s ) and joint venture in the Republic of Korea (see Note 17 - SK ecoplant Strategic Investment ), which represent a portion of the consolidated balances recorded within these financial statement line items in the consolidated balance sheets. |
Income Taxes - Domestic and For
Income Taxes - Domestic and Foreign Components of Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (320,107) | $ (195,208) | $ (179,657) |
Foreign | 6,118 | 2,885 | 826 |
Loss before income taxes | $ (313,989) | $ (192,323) | $ (178,831) |
Income Taxes - Provisions_ Bene
Income Taxes - Provisions/ Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 374 | 107 | 21 |
Foreign | 1,158 | 1,012 | 472 |
Total current | 1,532 | 1,119 | 493 |
Deferred: | |||
Federal | 0 | 0 | 0 |
State | 0 | 0 | 0 |
Foreign | (435) | (73) | (237) |
Total deferred | (435) | (73) | (237) |
Provision for income taxes | $ 1,097 | $ 1,046 | $ 256 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Tax at federal statutory rate | $ (65,922) | $ (40,387) | $ (37,552) |
State taxes, net of federal effect | 374 | 107 | 21 |
Impact on noncontrolling interest | 2,872 | 6,074 | 4,522 |
Elimination of acquiree deferred taxes | 0 | 2,149 | 0 |
Non-U.S. tax effect | (387) | 412 | 78 |
Nondeductible expenses and losses | 2,258 | 1,311 | 908 |
Stock-based compensation | 7,019 | 5,307 | 5,956 |
Loss on debt extinguishment | 0 | 0 | 214 |
U.S. tax on foreign earnings (GILTI) | 2,525 | 59 | 203 |
(Gain) loss on SK Equity Transaction | (3,932) | 2,292 | 0 |
Acquisition contingent liability | 0 | (762) | 0 |
Change in valuation allowance | 56,290 | 24,484 | 25,906 |
Provision for income taxes | $ 1,097 | $ 1,046 | $ 256 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Tax Credit Carryforward [Line Items] | |||
Provision for income tax | $ 1,097 | $ 1,046 | $ 256 |
Pre-tax loss | $ 313,989 | $ 192,323 | $ 178,831 |
Effective income tax rate | (0.30%) | (0.50%) | (0.10%) |
Valuation allowance | $ 758,242 | $ 689,257 | |
Increase in valuation allowance | 69,000 | 74,300 | |
Uncertain tax positions increase | 6,400 | ||
Unrecognized tax benefits that would impact valuation allowance | 44,700 | ||
Interest and penalties accrued | 0 | 0 | |
Domestic Tax Authority | |||
Tax Credit Carryforward [Line Items] | |||
Operating loss carryforwards | 2,100,000 | ||
Tax credit carryforwards | 37,600 | ||
Domestic Tax Authority | Research Tax Credit Carryforward | |||
Tax Credit Carryforward [Line Items] | |||
Tax credit carryforwards | 31,000 | ||
Domestic Tax Authority | Investment Tax Credit Carryforward | |||
Tax Credit Carryforward [Line Items] | |||
Tax credit carryforwards | 6,600 | ||
State and Local Jurisdiction | |||
Tax Credit Carryforward [Line Items] | |||
Operating loss carryforwards | 1,400,000 | ||
Operating loss carryforwards, subject to expiration | 365,300 | ||
Tax credit carryforwards | $ 17,400 | ||
State and Local Jurisdiction | Research Tax Credit Carryforward | |||
Tax Credit Carryforward [Line Items] | |||
Tax credit carryforwards | $ 17,400 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Tax credits and net operating loss carryforwards | $ 558,779 | $ 562,384 |
Lease liabilities | 157,890 | 151,937 |
Depreciation and amortization | 27,681 | 9,516 |
Deferred revenue | 18,992 | 23,208 |
Accruals and reserves | 21,084 | 14,524 |
Research and development expenditures capitalization | 28,965 | 0 |
Stock-based compensation | 22,675 | 20,138 |
Disallowed Interest expenses | 29,159 | 26,730 |
Investment in PPA entities | 4,354 | 0 |
Other items - deferred tax assets | 1,519 | 1,528 |
Gross deferred tax assets | 871,098 | 809,965 |
Valuation allowance | (758,242) | (689,257) |
Net deferred tax assets | 112,856 | 120,708 |
Investment in PPA entities | 0 | (7,911) |
Managed services - deferred costs | (18,974) | (20,935) |
Right-of-use assets and leased assets | (90,682) | (89,165) |
Other items - deferred tax liability | (2,049) | (1,742) |
Gross deferred tax liabilities | (111,705) | (119,753) |
Net deferred tax asset | $ 1,151 | $ 955 |
Income Taxes - Operating Loss A
Income Taxes - Operating Loss And Credit Carryforwards (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Domestic Tax Authority | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 2,100 |
Tax credit carryforwards | 37.6 |
Domestic Tax Authority | Expire in 2025 - 2027 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 100 |
Tax credit carryforwards | 3.1 |
Domestic Tax Authority | Expire in 2028 - 2032 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 700 |
Tax credit carryforwards | 7.8 |
Domestic Tax Authority | Expire beginning in 2033 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 900 |
Tax credit carryforwards | 26.7 |
Domestic Tax Authority | Carryforward indefinitely | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 400 |
Tax credit carryforwards | 0 |
State and Local Jurisdiction | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 1,400 |
Tax credit carryforwards | 17.4 |
State and Local Jurisdiction | Expire in 2025 - 2027 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 0 |
Tax credit carryforwards | 0 |
State and Local Jurisdiction | Expire in 2028 - 2032 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 600 |
Tax credit carryforwards | 0 |
State and Local Jurisdiction | Expire beginning in 2033 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 800 |
Tax credit carryforwards | 0 |
State and Local Jurisdiction | Carryforward indefinitely | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 0 |
Tax credit carryforwards | $ 17.4 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits beginning balance | $ 42,010 | $ 37,753 | $ 34,480 |
Gross (decrease) increase for tax positions of prior year | (55) | ||
Gross (decrease) increase for tax positions of prior year | 95 | 307 | |
Gross increase for tax positions of current year | 6,434 | 4,162 | 2,966 |
Unrecognized tax benefits end balance | $ 48,389 | $ 42,010 | $ 37,753 |
Net Loss per Share Available _3
Net Loss per Share Available to Common Stockholders - Schedule of Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | |||
Net loss available to Class A and Class B common stockholders | $ (301,708) | $ (164,473) | $ (157,574) |
Denominator: | |||
Weighted average shares used to compute net loss per share available to Class A and Class B common stockholders, basic (in shares) | 185,907 | 173,438 | 138,722 |
Weighted average shares used to compute net loss per share available to Class A and Class B common stockholders, diluted (in shares) | 185,907 | 173,438 | 138,722 |
Net loss per share attributable to Class A and Class B common stockholders, basic (in dollars per share) | $ (1.62) | $ (0.95) | $ (1.14) |
Net loss per share attributable to Class A and Class B common stockholders, diluted (in dollars per share) | $ (1.62) | $ (0.95) | $ (1.14) |
Net Loss per Share Available _4
Net Loss per Share Available to Common Stockholders - Schedule of Antidilutive Securities (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities | 28,391,000 | 21,287,000 | 35,838,000 |
Convertible notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities | 14,187,000 | 14,187,000 | 29,729,000 |
Redeemable convertible preferred stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities | 8,521,000 | 82,000 | 0 |
Stock options and awards | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities | 5,683,000 | 7,018,000 | 6,109,000 |
Class A Common Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities | 13,491,701 |
SK ecoplant Strategic Investm_3
SK ecoplant Strategic Investment - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Dec. 06, 2022 shares | Nov. 08, 2022 shares | Aug. 19, 2022 USD ($) $ / shares shares | Aug. 10, 2022 USD ($) $ / shares shares | Oct. 23, 2021 USD ($) day $ / shares shares | Oct. 31, 2021 USD ($) $ / shares shares | Dec. 29, 2021 USD ($) | Dec. 29, 2021 USD ($) shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Schedule of Equity Method Investments [Line Items] | |||||||||||
Deferred revenue | $ 94,355 | $ 115,476 | |||||||||
Transaction costs | 13,775 | 0 | $ 0 | ||||||||
Revaluation of derivative contracts | 9,583 | (17,532) | $ 497 | ||||||||
Option to acquire a variable number of shares of Class A Common Stock | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Derivative liability | 13,200 | ||||||||||
Over-Allotment Option | SK Ecoplant | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Offering price per share (in dollars per share) | $ / shares | $ 23.05 | ||||||||||
Net proceeds from stock offering | $ 4,200 | ||||||||||
Revaluation of derivative contracts | $ 9,000 | ||||||||||
SK Ecoplant | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Purchase commitment period | 3 years | ||||||||||
Redeemable convertible preferred stock, Series A | $ 218,000 | ||||||||||
Change in fair value | $ 9,700 | ||||||||||
Deferred revenue | $ 37,000 | $ 37,000 | 24,600 | 34,200 | |||||||
Revenue recognized | 9,600 | 2,800 | |||||||||
Deferred revenue, current | 10,000 | 7,800 | |||||||||
Deferred revenue, noncurrent | 14,600 | $ 26,400 | |||||||||
Transaction costs | 9,800 | ||||||||||
SK Ecoplant | Option to acquire a variable number of shares of Class A Common Stock | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Derivative liability | 9,600 | $ 13,200 | |||||||||
SK Ecoplant | Other Income (Expense), Net | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Transaction costs | 400 | ||||||||||
SK Ecoplant | Convertible Redeemable Preferred Stock | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Transaction costs | $ 9,400 | ||||||||||
SK Ecoplant | Option Shares | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Offering price per share (in dollars per share) | $ / shares | $ 23 | ||||||||||
Ownership threshold | 1% | ||||||||||
Percentage of ownership after transaction | 15% | ||||||||||
Percent of the volume-weighted average closing price | 1.15 | ||||||||||
Consecutive trading day period | day | 20 | ||||||||||
Class A Common Stock | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Shares converted (in shares) | shares | 10,000,000 | ||||||||||
Class A Common Stock | Initial Investment | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Shares sold in offering (in shares) | shares | 13,000,000 | ||||||||||
Offering price per share (in dollars per share) | $ / shares | $ 26 | ||||||||||
Net proceeds from stock offering | $ 371,500 | ||||||||||
Class A Common Stock | Over-Allotment Option | SK Ecoplant | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Shares sold in offering (in shares) | shares | 13,491,701 | 13,491,701 | |||||||||
Class A Common Stock | SK Ecoplant | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Shares converted (in shares) | shares | 10,000,000 | ||||||||||
Class A Common Stock | SK Ecoplant | Option Shares | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Shares sold in offering (in shares) | shares | 11,000,000 | ||||||||||
Series A Redeemable Convertible Preferred Stock | SK Ecoplant | Initial Investment | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Shares sold in offering (in shares) | shares | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||
Temporary equity, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||
Offering price per share (in dollars per share) | $ / shares | $ 25.50 | $ 25.50 | |||||||||
Net proceeds from stock offering | $ 255,000 | $ 255,000 |
SK ecoplant Strategic Investm_4
SK ecoplant Strategic Investment - Schedule of Aggregate Carrying Values (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Current assets: | |||
Cash and cash equivalents | [1] | $ 348,498 | $ 396,035 |
Accounts receivable | [1] | 250,995 | 87,789 |
Inventories | [1] | 268,394 | 143,370 |
Prepaid expenses and other current assets | [1] | 43,643 | 30,661 |
Total current assets | 1,055,963 | 806,420 | |
Operating lease right-of-use assets | [1] | 126,955 | 106,660 |
Other long-term assets | [1] | 40,205 | 41,073 |
Total assets | 1,946,627 | 1,725,571 | |
Current liabilities: | |||
Accounts payable | [1] | 161,770 | 72,967 |
Accrued expenses and other current liabilities | [1] | 144,183 | 114,138 |
Deferred revenue and customer deposits | [1] | 159,048 | 89,975 |
Operating lease liabilities | [1] | 16,227 | 13,101 |
Total current liabilities | 541,946 | 342,479 | |
Operating lease liabilities | [1] | 132,363 | 106,187 |
Total liabilities | 1,567,811 | 1,518,547 | |
SK Ecoplant | |||
Current assets: | |||
Cash and cash equivalents | 2,591 | 2,955 | |
Accounts receivable | 4,257 | 4,362 | |
Inventories | 13,412 | 4,363 | |
Prepaid expenses and other current assets | 2,645 | 99 | |
Total current assets | 22,905 | 11,779 | |
Property and equipment, net | 1,141 | 1,101 | |
Operating lease right-of-use assets | 2,390 | 569 | |
Other long-term assets | 47 | 231 | |
Total assets | 26,483 | 13,680 | |
Current liabilities: | |||
Accounts payable | 5,607 | 3,006 | |
Accrued expenses and other current liabilities | 1,355 | 567 | |
Deferred revenue and customer deposits | 2 | 475 | |
Operating lease liabilities | 393 | 175 | |
Total current liabilities | 7,357 | 4,223 | |
Operating lease liabilities | 2,000 | 402 | |
Total liabilities | $ 9,357 | $ 4,625 | |
[1] We have variable interest entities related to PPAs (see Note 11 - Portfolio F inancing s ) and joint venture in the Republic of Korea (see Note 17 - SK ecoplant Strategic Investment ), which represent a portion of the consolidated balances recorded within these financial statement line items in the consolidated balance sheets. |