Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 01, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
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, $0.0001 par value | |
Trading Symbol | BE | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001664703 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Class A common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 209,421,735 | |
Class B common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | |
Current assets: | |||
Cash and cash equivalents | [1] | $ 767,055 | $ 348,498 |
Restricted cash | [1] | 45,811 | 51,515 |
Accounts receivable less allowance for doubtful accounts of $119 as of June 30, 2023 and December 31, 2022 | [1] | 351,021 | 250,995 |
Contract assets | 35,182 | 46,727 | |
Inventories | [1] | 468,266 | 268,394 |
Deferred cost of revenue | 53,982 | 46,191 | |
Loan commitment asset | 5,259 | 0 | |
Prepaid expenses and other current assets | [1] | 49,823 | 43,643 |
Total current assets | 1,776,399 | 1,055,963 | |
Property, plant and equipment, net | [1] | 606,007 | 600,414 |
Operating lease right-of-use assets | [1] | 132,452 | 126,955 |
Restricted cash | [1] | 109,678 | 118,353 |
Deferred cost of revenue | 4,407 | 4,737 | |
Loan commitment asset | 47,533 | 0 | |
Other long-term assets | [1] | 43,426 | 40,205 |
Total assets | 2,719,902 | 1,946,627 | |
Current liabilities: | |||
Accounts payable | [1] | 194,503 | 161,770 |
Accrued warranty | 14,906 | 17,332 | |
Accrued expenses and other current liabilities | [1] | 113,848 | 144,183 |
Deferred revenue and customer deposits | [1] | 137,704 | 159,048 |
Operating lease liabilities | [1] | 17,168 | 16,227 |
Financing obligations | 29,097 | 17,363 | |
Recourse debt | 0 | 12,716 | |
Non-recourse debt | [1] | 10,814 | 13,307 |
Series B redeemable convertible preferred stock | 310,508 | 0 | |
Total current liabilities | 828,548 | 541,946 | |
Deferred revenue and customer deposits | [1] | 26,226 | 56,392 |
Operating lease liabilities | [1] | 137,667 | 132,363 |
Financing obligations | 424,811 | 442,063 | |
Recourse debt | [1] | 839,223 | 273,076 |
Non-recourse debt | [1] | 107,793 | 112,480 |
Other long-term liabilities | 9,399 | 9,491 | |
Total liabilities | 2,373,667 | 1,567,811 | |
Commitments and contingencies | |||
Stockholders’ equity: | |||
Common stock: $0.0001 par value; Class A shares - 600,000,000 shares authorized and 193,506,252 shares and 189,864,722 shares issued and outstanding and Class B shares - 600,000,000 shares authorized and 15,675,130 shares and 15,799,968 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively | 20 | 20 | |
Additional paid-in capital | 4,011,900 | 3,906,491 | |
Accumulated other comprehensive loss | (2,053) | (1,251) | |
Accumulated deficit | (3,702,111) | (3,564,483) | |
Total equity attributable to Class A and Class B common stockholders | 307,756 | 340,777 | |
Noncontrolling interest | 38,479 | 38,039 | |
Total stockholders’ equity | 346,235 | 378,816 | |
Total liabilities and stockholders’ equity | $ 2,719,902 | $ 1,946,627 | |
[1] 1 We have a variable interest entity related to PPA V (see Note 10 - Portfolio F inancing s ) and a joint venture in the Republic of Korea (see Note 15 - SK ecoplant Strategic Investment ), which represent a portion of the consolidated balances recorded within these financial statement line items. |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Allowance for doubtful accounts | $ 119 | $ 119 |
Common Class A and B | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Class A common stock | ||
Common stock, authorized (in shares) | 600,000,000 | 600,000,000 |
Common stock, issued (in shares) | 193,506,252 | 189,864,722 |
Common stock, outstanding (in shares) | 193,506,252 | 189,864,722 |
Class B common stock | ||
Common stock, authorized (in shares) | 600,000,000 | 600,000,000 |
Common stock, issued (in shares) | 15,675,130 | 15,799,968 |
Common stock, outstanding (in shares) | 15,675,130 | 15,799,968 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue: | ||||
Total revenue | $ 301,095 | $ 243,236 | $ 576,286 | $ 444,275 |
Cost of revenue: | ||||
Total cost of revenue | 244,745 | 245,206 | 465,669 | 418,308 |
Gross profit (loss) | 56,350 | (1,970) | 110,617 | 25,967 |
Operating expenses: | ||||
Research and development | 41,493 | 41,614 | 87,183 | 76,140 |
Sales and marketing | 26,822 | 20,475 | 53,933 | 41,809 |
General and administrative | 42,491 | 38,114 | 87,638 | 75,850 |
Total operating expenses | 110,806 | 100,203 | 228,754 | 193,799 |
Loss from operations | (54,456) | (102,173) | (118,137) | (167,832) |
Interest income | 4,357 | 196 | 6,352 | 255 |
Interest expense | (13,953) | (13,814) | (25,699) | (27,901) |
Other expense, net | (740) | (1,191) | (2,083) | (4,218) |
Loss on extinguishment of debt | (2,873) | (4,233) | (2,873) | (4,233) |
(Loss) gain on revaluation of embedded derivatives | (1,216) | 38 | (1,099) | 569 |
Loss before income taxes | (68,881) | (121,177) | (143,539) | (203,360) |
Income tax provision (benefit) | 178 | (12) | 437 | 552 |
Net loss | (69,059) | (121,165) | (143,976) | (203,912) |
Less: Net loss attributable to noncontrolling interest | (2,998) | (2,365) | (6,348) | (6,453) |
Net loss attributable to Class A and Class B common stockholders | (66,061) | (118,800) | (137,628) | (197,459) |
Less: Net loss attributable to redeemable noncontrolling interest | 0 | 0 | 0 | (300) |
Net loss before portion attributable to redeemable noncontrolling interest and noncontrolling interest | $ (66,061) | $ (118,800) | $ (137,628) | $ (197,159) |
Net loss per share available to Class A and Class B common stockholders, basic (in dollars per share) | $ (0.32) | $ (0.67) | $ (0.66) | $ (1.11) |
Net loss per share available to Class A and Class B common stockholders, diluted (in dollars per share) | $ (0.32) | $ (0.67) | $ (0.66) | $ (1.11) |
Weighted average shares used to compute net loss per share available to Class A and Class B common stockholders, basic (in shares) | 208,692 | 178,507 | 207,714 | 177,852 |
Weighted average shares used to compute net loss per share available to Class A and Class B common stockholders, diluted (in shares) | 208,692 | 178,507 | 207,714 | 177,852 |
Product | ||||
Revenue: | ||||
Total revenue | $ 214,706 | $ 173,625 | $ 408,451 | $ 307,172 |
Cost of revenue: | ||||
Total cost of revenue | 145,146 | 129,419 | 274,759 | 235,161 |
Installation | ||||
Revenue: | ||||
Total revenue | 24,321 | 12,729 | 44,846 | 26,282 |
Cost of revenue: | ||||
Total cost of revenue | 26,879 | 16,730 | 51,979 | 29,503 |
Service | ||||
Revenue: | ||||
Total revenue | 42,298 | 38,426 | 82,961 | 73,665 |
Cost of revenue: | ||||
Total cost of revenue | 57,263 | 41,028 | 108,507 | 82,854 |
Electricity | ||||
Revenue: | ||||
Total revenue | 19,770 | 18,456 | 40,028 | 37,156 |
Cost of revenue: | ||||
Total cost of revenue | $ 15,457 | $ 58,029 | $ 30,424 | $ 70,790 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (69,059) | $ (121,165) | $ (143,976) | $ (203,912) |
Other comprehensive loss, net of taxes: | ||||
Foreign currency translation adjustment | (722) | (594) | (993) | (747) |
Other comprehensive loss, net of taxes | (722) | (594) | (993) | (747) |
Comprehensive loss | (69,781) | (121,759) | (144,969) | (204,659) |
Less: Comprehensive loss attributable to noncontrolling interest | (3,019) | (2,462) | (6,539) | (6,550) |
Comprehensive loss attributable to Class A and Class B common stockholders | (66,762) | (119,297) | (138,430) | (198,109) |
Less: Comprehensive loss attributable to redeemable noncontrolling interest | 0 | 0 | 0 | (300) |
Comprehensive loss before portion attributable to redeemable noncontrolling interest and noncontrolling interest | $ (66,762) | $ (119,297) | $ (138,430) | $ (197,809) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Total Equity Attributable to Class A and Class B Common Stockholders | Class A and Class B Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Noncontrolling Interest | |
Beginning balance (in shares) at Dec. 31, 2021 | 176,460,407 | |||||||
Beginning 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] | ||||||||
Issuance of restricted stock awards (in shares) | 1,789,639 | |||||||
ESPP purchase (in shares) | 420,689 | |||||||
ESPP purchase | 5,981 | 5,981 | 5,981 | |||||
Exercise of stock options (in shares) | 243,062 | |||||||
Exercise of stock options | 1,317 | 1,317 | 1,317 | |||||
Stock-based compensation | 58,382 | 58,382 | 58,382 | |||||
Distributions and payments to noncontrolling interests | (4,415) | (500) | (500) | (3,915) | ||||
Foreign currency translation adjustment | (747) | (650) | (650) | (97) | ||||
Net loss | [1] | (203,612) | (197,159) | (197,159) | (6,453) | |||
Ending balance (in shares) at Jun. 30, 2022 | 178,913,797 | |||||||
Ending balance at Jun. 30, 2022 | (144,921) | (176,955) | $ 18 | 3,284,261 | (1,000) | (3,460,234) | 32,034 | |
Beginning balance (in shares) at Mar. 31, 2022 | 177,995,695 | |||||||
Beginning balance at Mar. 31, 2022 | (54,756) | (90,791) | $ 18 | 3,251,128 | (503) | (3,341,434) | 36,035 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of restricted stock awards (in shares) | 824,702 | |||||||
Exercise of stock options (in shares) | 93,400 | |||||||
Exercise of stock options | 337 | 337 | 337 | |||||
Stock-based compensation | 32,796 | 32,796 | 32,796 | |||||
Distributions and payments to noncontrolling interests | (1,539) | (1,539) | ||||||
Foreign currency translation adjustment | (594) | (497) | (497) | (97) | ||||
Net loss | (121,165) | (118,800) | (118,800) | (2,365) | ||||
Ending balance (in shares) at Jun. 30, 2022 | 178,913,797 | |||||||
Ending balance at Jun. 30, 2022 | (144,921) | (176,955) | $ 18 | 3,284,261 | (1,000) | (3,460,234) | 32,034 | |
Beginning balance (in shares) at Dec. 31, 2022 | 205,664,690 | |||||||
Beginning balance at Dec. 31, 2022 | 378,816 | 340,777 | $ 20 | 3,906,491 | (1,251) | (3,564,483) | 38,039 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of restricted stock awards (in shares) | 2,858,763 | |||||||
ESPP purchase (in shares) | 449,525 | |||||||
ESPP purchase | 7,756 | 7,756 | 7,756 | |||||
Exercise of stock options (in shares) | 208,404 | |||||||
Exercise of stock options | 1,502 | 1,502 | 1,502 | |||||
Stock-based compensation | 58,286 | 58,286 | 58,286 | |||||
Derecognition of the pre-modification forward contract fair value | 76,242 | 76,242 | 76,242 | |||||
Equity component of redeemable convertible preferred stock, Series B | 16,145 | 16,145 | 16,145 | |||||
Contributions from noncontrolling interest | 6,979 | 6,979 | ||||||
Purchase of capped call related to convertible notes | (54,522) | (54,522) | (54,522) | |||||
Foreign currency translation adjustment | (993) | (802) | (802) | (191) | ||||
Net loss | (143,976) | (137,628) | (137,628) | (6,348) | ||||
Ending balance (in shares) at Jun. 30, 2023 | 209,181,382 | |||||||
Ending balance at Jun. 30, 2023 | 346,235 | 307,756 | $ 20 | 4,011,900 | (2,053) | (3,702,111) | 38,479 | |
Beginning balance (in shares) at Mar. 31, 2023 | 208,333,645 | |||||||
Beginning balance at Mar. 31, 2023 | 433,834 | 399,315 | $ 20 | 4,036,697 | (1,352) | (3,636,050) | 34,519 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of restricted stock awards (in shares) | 753,859 | |||||||
Exercise of stock options (in shares) | 93,878 | |||||||
Exercise of stock options | 733 | 733 | 733 | |||||
Stock-based compensation | 28,992 | 28,992 | 28,992 | |||||
Contributions from noncontrolling interest | 6,979 | 6,979 | ||||||
Purchase of capped call related to convertible notes | (54,522) | (54,522) | (54,522) | |||||
Foreign currency translation adjustment | (722) | (701) | (701) | (21) | ||||
Net loss | (69,059) | (66,061) | (66,061) | (2,998) | ||||
Ending balance (in shares) at Jun. 30, 2023 | 209,181,382 | |||||||
Ending balance at Jun. 30, 2023 | $ 346,235 | $ 307,756 | $ 20 | $ 4,011,900 | $ (2,053) | $ (3,702,111) | $ 38,479 | |
[1]Excludes $300 attributable to redeemable noncontrolling interest.Note: Beginning redeemable noncontrolling interest of $300 - Net loss attributable to redeemable noncontrolling interest of $300 = ending redeemable noncontrolling interest of Nil. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Parenthetical) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Increase (Decrease) in Temporary Equity [Roll Forward] | |
Net loss attributable to redeemable NCI | $ 300 |
Beginning redeemable noncontrolling interest | 300 |
Ending redeemable noncontrolling interest | $ 0 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (143,976) | $ (203,912) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 35,668 | 30,697 |
Non-cash lease expense | 16,184 | 8,800 |
Loss (gain) on disposal of property, plant and equipment | 196 | (523) |
Revaluation of derivative contracts | 1,099 | 1,680 |
Write-off of assets related to PPA IIIa | 0 | 44,800 |
Stock-based compensation | 55,845 | 57,774 |
Amortization of warrants and debt issuance costs | 1,786 | 1,651 |
Loss on extinguishment of debt | 2,873 | 4,233 |
Unrealized foreign currency exchange loss | 1,512 | 2,276 |
Other | 0 | 3,487 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (99,951) | 8,938 |
Contract assets | 11,544 | (8,173) |
Inventories | (197,346) | (62,824) |
Deferred cost of revenue | (7,544) | (8,995) |
Customer financing receivable | 0 | 2,510 |
Prepaid expenses and other current assets | 1,958 | (5,813) |
Other long-term assets | 3,415 | 0 |
Operating lease right-of-use assets and operating lease liabilities | (15,447) | 2,422 |
Finance lease liabilities | 736 | 48 |
Accounts payable | 35,894 | 50,585 |
Accrued warranty | (2,426) | 0 |
Accrued expenses and other current liabilities | (35,719) | (18,017) |
Deferred revenue and customer deposits | (26,766) | (10,158) |
Other long-term liabilities | (730) | 0 |
Net cash used in operating activities | (361,195) | (98,514) |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment | (46,150) | (44,728) |
Proceeds from sale of property, plant and equipment | 25 | 0 |
Net cash used in investing activities | (46,125) | (44,728) |
Cash flows from financing activities: | ||
Proceeds from issuance of debt | 634,018 | 0 |
Payment of debt issuance costs | (15,828) | 0 |
Repayment of debt of PPA IIIa | 0 | (30,212) |
Debt make-whole payment related to PPA IIIa debt | 0 | (2,413) |
Repayment of recourse debt | (72,852) | (10,729) |
Proceeds from financing obligations | 2,702 | 0 |
Repayment of financing obligations | (8,728) | (16,475) |
Distributions and payments to noncontrolling interests | 0 | (4,415) |
Proceeds from issuance of common stock | 9,258 | 5,981 |
Proceeds from exercise of options | 0 | 1,317 |
Proceeds from issuance of redeemable convertible preferred stock | 310,957 | 0 |
Contributions from noncontrolling interest | 6,979 | 0 |
Purchase of capped call related to convertible notes | (54,522) | 0 |
Other | (158) | 0 |
Net cash provided by (used in) financing activities | 811,826 | (56,946) |
Effect of exchange rate changes on cash, cash equivalent and restricted cash | (328) | (747) |
Net decrease in cash, cash equivalents and restricted cash | 404,178 | (200,935) |
Beginning of period | 518,366 | 615,114 |
End of period | 922,544 | 414,179 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest | 22,345 | 25,938 |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | 15,318 | 4,387 |
Operating cash flows from finance leases | 509 | 462 |
Cash paid during the period for income taxes | 950 | 982 |
Non-cash investing and financing activities: | ||
Transfer of customer financing receivable to property, plant and equipment, net | 0 | 42,758 |
Liabilities recorded for property, plant and equipment, net | 4,790 | 15,988 |
Recognition of operating lease right-of-use asset during the year-to-date period | 14,037 | 11,192 |
Recognition of finance lease right-of-use asset during the year-to-date period | 736 | 0 |
Derecognition of the pre-modification forward contract fair value | 76,242 | 0 |
Equity component of Series B redeemable convertible preferred stock | $ 16,145 | $ 0 |
Nature of Business, Liquidity a
Nature of Business, Liquidity and Basis of Presentation | 6 Months Ended |
Jun. 30, 2023 | |
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 For information on the nature of our business, see Part II, Item 8, Note 1 - Nature of Business, Liquidity and Basis of Presentation, Nature of Business section in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. 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 equit y that we completed during 2022 and the first half of 2023, we had $839.2 million of total outstanding recourse debt as of June 30, 2023, which was classified as long-term debt. On March 20, 2023, we entered into an Amendment (the “ Amended SPA”) to the Securities Purchase Agreement with SK ecoplant, dated October 23, 2021 (the “ SPA”), and the Investor Agreement, dated December 29, 2021 , pursuant to which we issued and sold to SK ecoplant 13,491,701 shares of Series B redeemable convertible preferred stock (the “Series B RCPS ” ) for cash proceeds of $311.0 million. For additional information, please see Part I, Item 1, Note 15 - SK ecoplant Strategic Investment . On March 20, 2023, in connection with the Amended SPA we also entered into a Shareholders’ Loan Agreement with SK ecoplant (the “Loan Agreement”), pursuant to which we may draw down on a loan from SK ecoplant with a maximum principal amount of $311.0 million, should SK ecoplant send a redemption notice to us under the Amended SPA or otherwise reduce any portion of its current holdings of our Class A common stock. The Loan Agreement has a maturity of five years and bears an interest rate of 4.6%. The proceeds of the loan may be used by us for working capital and general corporate purpose needs. On May 16, 2023, we issued 3% Green Convertible Senior Notes (the “3% Green Notes ” ) in an aggregate principal amount of $632.5 million due June 2028, unless earlier repurchased, redeemed or converted, less the initial purchasers’ discount of $15.8 million and other issuance costs of $3.8 million, resulting in net proceeds of $612.9 million. On June 1, 2023, we used approximately $60.9 million of the net proceeds from this offering to redeem all of the outstanding principal amount of our 10.25% Senior Secured Notes due March 2027. The redemption price equaled 104% of the principal amount redeemed plus accrued and unpaid interest. For additional information, please see Part I, Item 1, Note 7 - Outstanding Loans and Security Agreements . 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 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 expected timing of 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 Quarterly Report on Form 10-Q. Inflation Reduction Act of 2022 – New and Expanded Production and Tax Credits for Manufacturers and Projects to Support Clean Energy For information on the Inflation Reduction Act of 2022 (the “IRA”) signed into law on August 16, 2022, and its impact on our business, see Part II, Item 8, Note 1 - Nature of Business, Liquidity and Basis of Presentation, Inflation Reduction Act of 2022 section in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Basis of Presentation We have prepared the condensed consolidated financial statements included herein pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”), 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 For information on the principles of consolidation, see Part II, Item 8, Note 1 - Nature of Business, Liquidity and Basis of Presentation, Principles of Consolidation section in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Business Combinations For information on the business combinations, see Part II, Item 8, Note 1 - Nature of Business, Liquidity and Basis of Presentation, Business Combinations section in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Use of Estimates For information on the use of accounting estimates, see Part II, Item 8, Note 1 - Nature of Business, Liquidity and Basis of Presentation, Use of Estimates section in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Concentration of Risk Geographic Risk - The majority of our revenue for the three and six months ended June 30, 2023 was attributable to operations in the United States and, for the three and six months ended June 30, 2022, to operations in the Republic of Korea. 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, Japan and India (the markets of the Republic of Korea, Japan and India, collectively referred to as the “Asia Pacific region”). In the three and six months ended June 30, 2023, total revenue related to shipments to the Asia Pacific region was 27% and 17%, respectively. In the three and six months ended June 30, 2022, total revenue related to shipments to the Asia Pacific region was 62% and 63%, respectively. Credit Risk - At June 30, 2023, two customers accounted for approximately 65% and 19% of accounts receivable. At December 31, 2022, one customer represented approximately 75% of accounts receivable. To date, we have not experienced any credit losses. Customer Risk - During the three months ended June 30, 2023, revenue from three customers accounted for approximately 39%, 22%, and 12% of our total revenue. During the six months ended June 30, 2023, three customers represented approximately 40%, 13%, and 12% of our total revenue. During the three months ended June 30, 2022, two customers represented approximately 57% and 16% of our total revenue. During the six months ended June 30, 2022, two customers represented approximately 45% and 15% of our total revenue. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Please refer to the accounting policies described in Part II, Item 8, Note 2 - Summary of Significant Accounting Policies in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Recent Accounting Pronouncements There have been no significant changes in our reported financial position or results of operations and cash flows resulting from the adoption of new accounting pronouncements. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2023 | |
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): June 30, December 31, 2023 2022 Accounts receivable $ 351,021 $ 250,995 Contract assets 35,182 46,727 Customer deposits 78,820 121,085 Deferred revenue 85,110 94,355 Contract assets relate to contracts for which revenue is recognized upon transfer of control of performance obligations, but where billing milestones have not been reached. Customer deposits and deferred revenue include payments received from customers or invoiced amounts prior to transfer of controls of performance obligations. At December 31, 2022, customer deposits included $24.6 million related to transactions with SK ecoplant and refundable fees received from customers. At June 30, 2023 there were no customer deposits related to transactions with SK ecoplant (see Note 15 - SK ecoplant Strategic Investment ). 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 condensed consolidated balance sheets 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 condensed consolidated balance sheets 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 Three Months Ended Six Months Ended 2023 2022 2023 2022 Beginning balance $ 47,778 $ 13,533 $ 46,727 $ 25,201 Transferred to accounts receivable from contract assets recognized at the beginning of the period (23,228) (1,387) (27,404) (15,963) Revenue recognized and not billed as of the end of the period 10,632 21,228 15,859 24,136 Ending balance $ 35,182 $ 33,374 $ 35,182 $ 33,374 Deferred Revenue Deferred revenue activity, including deferred incentive revenue activity, during the three and six months ended June 30, 2023 and 2022 consisted of the following (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Beginning balance $ 87,848 $ 103,489 $ 94,355 $ 115,476 Additions 265,408 182,067 490,346 348,744 Revenue recognized (268,146) (189,179) (499,591) (367,843) Ending balance $ 85,110 $ 96,377 $ 85,110 $ 96,377 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. Primary 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): Three Months Ended Six Months Ended 2023 2022 2023 2022 Revenue from contracts with customers: Product revenue $ 214,706 $ 173,625 $ 408,451 $ 307,172 Installation revenue 24,321 12,729 44,846 26,282 Services revenue 42,298 38,426 82,961 73,665 Electricity revenue 3,966 2,794 7,804 5,476 Total revenue from contract with customers 285,291 227,574 544,062 412,595 Revenue from contracts that contain leases: Electricity revenue 15,804 15,662 32,224 31,680 Total revenue $ 301,095 $ 243,236 $ 576,286 $ 444,275 |
Financial Instruments
Financial Instruments | 6 Months Ended |
Jun. 30, 2023 | |
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): June 30, December 31, 2023 2022 As Held: Cash $ 307,575 $ 226,463 Money market funds 614,969 291,903 $ 922,544 $ 518,366 As Reported: Cash and cash equivalents $ 767,055 $ 348,498 Restricted cash 155,489 169,868 $ 922,544 $ 518,366 Restricted cash consisted of the following (in thousands): June 30, December 31, 2023 2022 Current: Restricted cash $ 45,161 $ 50,965 Restricted cash related to PPA Entity 1 650 550 $ 45,811 $ 51,515 Non-current: Restricted cash $ 101,678 $ 110,353 Restricted cash related to PPA Entity 1 8,000 8,000 109,678 118,353 $ 155,489 $ 169,868 1 We have a variable interest entity (“VIE”) related to our Power Purchase Agreement (“PPA”) entity, PPA V, that represents a portion of the condensed consolidated balances recorded within the “restricted cash” and other financial statement line items in the condensed consolidated balance sheets (see Note 10 - Portfolio Financings ). In addition, the restricted cash held in the PPA II and PPA IIIb entities as of June 30, 2023, included $31.1 million and $0.8 million of current restricted cash, respectively, and $16.3 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, 2022, included $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. These entities are not considered VIEs. Factoring Arrangements We sell certain customer trade receivables on a non-recourse basis under factoring arrangements with certain financial institutions. These transactions are accounted for as sales and cash proceeds are included in cash used in operating activities. We derecognized $59.6 million of accounts receivable during the six months ended June 30, 2023, and no accounts receivable were derecognized during the three months ended June 30, 2023. We derecognized $90.9 million and $137.3 million of accounts receivable during the three and six months ended June 30, 2022, respectively. The costs of factoring such accounts receivable on our condensed consolidated statements of operations for the six months ended June 30, 2023 were $0.7 million. There were no costs of factoring for the three months ended June 30, 2023. The costs of factoring for three and six months ended June 30, 2022 were $0.9 million and $1.2 million, respectively. The costs of factoring are recorded in general and administrative expenses. |
Fair Value
Fair Value | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value Our accounting policy for the fair value measurement of cash equivalents and embedded Escalation Protection Plan (“EPP”) derivatives is described in Part II, Item 8 Note 2 - Summary of Significant Accounting Policies in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 . 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 June 30, 2023 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 614,969 $ — $ — $ 614,969 $ 614,969 $ — $ — $ 614,969 Liabilities Derivatives: Embedded EPP derivatives — — 3,834 $ 3,834 $ — $ — $ 3,834 $ 3,834 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 Money Market Funds - Money market funds are valued using quoted market prices for identical securities and are therefore classified as Level 1 financial assets. 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. The changes in the Level 3 financial liabilities during the six months ended June 30, 2023 were as follows (in thousands): Embedded EPP Derivative Liability Liabilities at December 31, 2022 $ 5,895 EPP liability settlement (3,160) Changes in fair value 1,099 Liabilities at June 30, 2023 $ 3,834 In June 2023, per an EPP agreement with one of our customers, we paid $3.2 million, which was recorded as a reduction to our balance of embedded EPP derivative liability as of June 30, 2023. Financial Assets and Liabilities and Other Items Not Measured at Fair Value on a Recurring Basis Debt Instruments - The senior secured notes and convertible notes are based on rates currently offered for instruments with similar maturities and terms (Level 2). The following table presents the estimated fair values and carrying values of debt instruments (in thousands): June 30, 2023 December 31, 2022 Net Carrying Fair Value Net Carrying Fair Value Debt instruments Recourse: 3% Green Convertible Senior Notes due June 2028 $ 613,407 718,773 $ — — 2.5% Green Convertible Senior Notes due August 2025 225,816 278,415 224,832 309,488 10.25% Senior Secured Notes due March 2027 — — 60,960 60,472 Non-recourse: 3.04% Senior Secured Notes due June 2031 117,074 108,562 125,787 117,028 4.6% Term Loan due March 2026 $ 1,533 1,329 $ — — |
Balance Sheet Components
Balance Sheet Components | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Balance Sheet Components Inventories The components of inventory consisted of the following (in thousands): June 30, December 31, 2023 2022 Raw materials $ 223,526 $ 165,446 Finished goods 188,803 58,288 Work-in-progress 55,937 44,660 $ 468,266 $ 268,394 The inventory reserves were $16.8 million and $17.2 million as of June 30, 2023 and December 31, 2022, respectively. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): June 30, December 31, 2023 2022 Receivables from employees $ 10,922 $ 6,553 Deferred expenses (Note 15) 8,182 — Tax receivables 4,422 3,676 Prepaid hardware and software maintenance 3,306 4,290 Prepaid managed services 2,773 4,405 Advance income tax provision 1,998 783 Deposits made 1,683 1,409 Prepaid workers compensation 1,163 5,536 Prepaid deferred commissions 832 1,002 Other prepaid expenses and other current assets 14,542 15,989 $ 49,823 $ 43,643 Property, Plant and Equipment, Net Property, plant and equipment, net consisted of the following (in thousands): June 30, December 31, 2023 2022 Energy Servers $ 545,047 $ 538,912 Machinery and equipment 159,171 145,555 Leasehold improvements 105,888 104,528 Construction-in-progress 92,896 72,174 Buildings 49,424 49,240 Computers, software and hardware 26,359 24,608 Furniture and fixtures 9,722 9,581 988,507 944,598 Less: accumulated depreciation (382,500) (344,184) $ 606,007 $ 600,414 Depreciation expense related to property, plant and equipment for the three and six months ended June 30, 2023 was $17.5 million and $35.7 million, respectively. Depreciation expense related to property, plant and equipment for the three and six months ended June 30, 2022 was $16.3 million and $30.7 million, respectively. Property, plant and equipment under operating leases by PPA V was $226.0 million and $226.0 million and accumulated depreciation for these assets was $99.9 million and $92.7 million as of June 30, 2023 and December 31, 2022, respectively. Depreciation expense for property, plant and equipment under operating leases by PPA V and PPA IV (sold in November 2022) was $3.6 million and $7.2 million for the three and six months ended June 30, 2023, respectively. Depreciation expense for these assets was $5.6 million and $11.5 million for the three and six months ended June 30, 2022, respectively. Other Long-Term Assets Other long-term assets consisted of the following (in thousands): June 30, December 31, 2023 2022 Deferred commissions $ 8,860 $ 8,320 Long-term lease receivable 7,817 8,076 Deferred expenses (Note 15) 6,669 — Prepaid insurance 3,541 4,047 Deposits made 2,695 2,672 Prepaid managed services 2,056 2,373 Deferred tax asset 1,399 1,151 Prepaid and other long-term assets 10,389 13,566 $ 43,426 $ 40,205 Accrued Warranty Accrued warranty liabilities consisted of the following (in thousands): June 30, December 31, 2023 2022 Product performance $ 13,926 $ 16,901 Product warranty 980 431 $ 14,906 $ 17,332 Changes in the product warranty and product performance liabilities were as follows (in thousands): Balances at December 31, 2022 $ 17,332 Accrued warranty, net 17,474 Warranty expenditures during the six-month period (19,900) Balances at June 30, 2023 $ 14,906 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): June 30, December 31, 2023 2022 Compensation and benefits $ 43,833 $ 48,156 General invoice and purchase order accruals 26,854 44,010 Delaware grant 9,495 9,495 Sales-related liabilities 6,522 7,147 Accrued installation 5,618 7,905 Sales tax liabilities 5,192 6,172 Interest payable 4,581 3,128 Accrued legal expenses 3,724 4,403 Accrued consulting expenses 2,431 1,390 Provision for income tax 1,995 1,140 Finance lease liabilities 1,136 1,024 VAT interim liability 968 418 PPA IV upgrade financing obligations 247 6,076 Current portion of derivative liabilities — 2,596 Other 1,252 1,123 $ 113,848 $ 144,183 Pre ferred Stock As of June 30, 2023 , we had 20,000,000 shares of preferred stock authorized, of which 13,491,701 shares were designated as Series B redeemable convertible preferred stock. As of December 31, 2022, we had 20,000,000 shares of preferred stock authorized, of which 10,000,000 shares were designated as Series A redeemable convertible preferred stock. The preferred stock had $0.0001 par value. There were 13,491,701 shares and no shares of preferred stock issued and outstanding as of June 30, 2023 and December 31, 2022, respectively. |
Outstanding Loans and Security
Outstanding Loans and Security Agreements | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Outstanding Loans and Security Agreements | Outstanding Loans and Security Agreements The following is a summary of our debt as of June 30, 2023 (in thousands, except percentage data): Unpaid Net Carrying Value Interest Maturity Dates Entity Current Long- Total 3% Green Convertible Senior Notes due June 2028 632,500 — 613,407 613,407 3.0% June 2028 Company 2.5% Green Convertible Senior Notes due August 2025 230,000 — 225,816 225,816 2.5% August 2025 Company Total recourse debt 862,500 — 839,223 839,223 3.04% Senior Secured Notes due June 30, 2031 118,538 10,814 106,260 117,074 3.04% June 2031 PPA V 4.6% Term Loan due March 2026 1,533 — 1,533 1,533 4.6% March 2026 Korean Joint Venture Total non-recourse debt 120,071 10,814 107,793 118,607 Total debt $ 982,571 $ 10,814 $ 947,016 $ 957,830 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 Current Long- Total 10.25% Senior Secured Notes due March 2027 $ 61,653 $ 12,716 $ 48,244 $ 60,960 10.25% March 2027 Company 2.5% Green Convertible Senior Notes due August 2025 230,000 — 224,832 224,832 2.5% August 2025 Company 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 Total non-recourse debt 127,430 13,307 112,480 125,787 Total debt $ 419,083 $ 26,023 $ 385,556 $ 411,579 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 June 30, 2023 and December 31, 2022. Recourse Debt Facilities 3% Green Convertible Senior Notes due June 2028 - On May 16, 2023, we issued the 3% Green Notes in an aggregate principal amount of $632.5 million due on June 1, 2028, unless earlier repurchased, redeemed or converted, less an initial purchasers’ discount of $15.8 million and other issuance costs of $3.8 million (together, the “Transaction Costs”), resulting in net proceeds of $612.9 million. The 3% Green Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of May 16, 2023, between us and U.S. Bank Trust Company, National Association, as Trustee, in private placements to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the purchase agreement among the Company and the representatives of the initial purchasers of the 3% Green Notes, the Company granted the initial purchasers an option to purchase up to an additional $82.5 million aggregate principal amount of the 3% Green Notes (the “Greenshoe Option”). The 3% Green Notes issued on May 16, 2023, included $82.5 million aggregate principal amount pursuant to the full exercise by the initial purchasers of the Greenshoe Option. The 3% Green Notes are senior, unsecured obligations accruing interest at a rate of 3% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2023. We may not redeem the 3% Green Notes prior to June 5, 2026, subject to a partial redemption limitation. We may elect to redeem, at face value, all or any portion of the 3% Green Notes at any time, and from time to time, on or after June 5, 2026 and on or before the forty-sixth scheduled trading day immediately before the maturity date, provided the share price for our Class A common stock exceeds 130% of the conversion price at redemption. Before March 1, 2028, the noteholders have the right to convert their 3% Green Notes only upon the occurrence of certain events, including satisfaction of a condition relating to the closing price of our common stock (the “Closing Price Condition”) or the trading price of the 3% Green Notes (the “Trading Price Condition”), a redemption event, or other specified corporate events. If the Closing Price Condition is met on at least 20 (whether or not consecutive) of the last 30 consecutive trading days in any calendar quarter, and only during such calendar quarter, the noteholders may convert their 3% Green Notes at any time during the immediately following quarter, commencing after the calendar quarter ending on September 30, 2023, subject to partial redemption limitation. Subject to the Trading Price Condition, the noteholders may convert their 3% Green Notes during the five business days immediately after any five consecutive trading day period in which the trading price per $1,000 principal amount of the 3% Green Notes, as determined following a request by a holder of the 3% Green Notes, for each day of that period is less than 98% of the product of the closing price of our common stock and the then applicable conversion rate. From and after March 1, 2028, the noteholders may convert their 3% Green Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. Should the noteholders elect to convert their 3% Green Notes, we may elect to settle the conversion by paying or delivering, as applicable, cash, shares of our Class A common stock, $0.0001 par value per share, or a combination thereof, at our election. The initial conversion rate is 53.0427 shares of Class A common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $18.85 per share of Class A common stock. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events. Also, we may increase the conversion rate at any time if our Board of Directors determines it is in the best interests of the Company or to avoid or diminish income tax to holders of common stock. In addition, if certain corporate events that constitute a Make-Whole Fundamental Change, as defined below, occur, then the conversion rate applicable to the conversion of the 3% Green Notes will, in certain circumstances, be increased by up to 22.5430 shares of Class A common stock per $1,000 principal amount of notes for a specified period of time. At June 30, 2023, the maximum number of shares into which the 3% Green Notes could have been potentially converted if the conversion features were triggered was 47,807,955 shares of Class A common stock. According to the Indenture, a Make-Whole Fundamental Change means (i) a Fundamental Change, that includes certain change-of-control events relating to us, certain business combination transactions involving us and certain delisting events with respect to our Class A common stock, or (ii) the sending of a redemption notice with respect to the 3% Green Notes. The 3% Green Notes contain certain customary provisions relating to the occurrence of Events of Default, as defined in the Indenture. If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to us occurs, then the principal amount of, and all accrued and unpaid interest on, all of the 3% Green Notes then outstanding will immediately become due and payable without any further action or notice by any person. However, notwithstanding the foregoing, we may elect, at our option, that the sole remedy for an Event of Default relating to certain failures by us to comply with certain reporting covenants in the Indenture consists exclusively of the right of the noteholders to receive special interest on the 3% Green Notes for up to 180 days at a specified rate per annum not exceeding 0.50% on the principal amount of the 3% Green Notes. The Transaction Costs were recorded as debt issuance costs and presented a reduction to the 3% Green Notes on our condensed consolidated balance sheets and are amortized to interest expense at an effective interest rate of 3.8%. Total interest expense recognized related to the 3% Green Notes for the three months ended June 30, 2023 was $2.9 million and was comprised of contractual interest expense of $2.4 million and amortization of the initial purchasers’ discount and other issuance costs of $0.5 million. We have not recognized any special interest expense related to the 3% Green Notes to date. The amount of unamortized debt issuance costs as of June 30, 2023, was $19.1 million. Although the 3% Green Notes contain embedded conversion features, we account for the 3% Green Notes in its entirety as a liability. As of June 30, 2023, the net carrying value of the 3% Green Notes was classified as a long-term liability in our condensed consolidated balance sheets. Capped Calls - On May 11, 2023, in connection with the pricing of the 3% Green Notes, and on May 15, 2023, in connection with initial purchasers’ exercise of the Greenshoe Option, we entered into privately negotiated capped call transactions (the “Capped Calls”) with certain counterparties (the “Option Counterparties”). The Capped Calls cover, subject to customary anti-dilution adjustments substantially similar to those applicable to the 3% Green Notes, the aggregate number of shares of our Class A common stock that initially underlie the 3% Green Notes, and are expected generally to reduce potential dilution to holders of our common stock upon any conversion of the 3% Green Notes and at our election (subject to certain conditions) offset any cash payments we would be required to make in excess of the principal amount of converted 3% Green Notes. The Capped Calls expire on June 1, 2028 and are exercisable only at maturity, but may be early terminated in various circumstances, including if the 3% Green Notes are early converted or repurchased. The default settlement method for the Capped Calls is net share settlement. However, we may elect to settle the Capped Calls in cash. The Capped Calls have an initial strike price of approximately $18.85 per share of Class A common stock, subject to certain adjustments. The strike price of $18.85 corresponds to the initial conversion price of the 3% Green Notes. The number of shares underlying the Capped Calls is 33,549,508 share of Class A common stock. The cap price of the Capped Calls is initially $26.46 per share of Class A common stock, which represents a premium of 100% over the last reported sale price of our common stock on May 11, 2023. The Capped Calls are freestanding financial instruments. We used a portion of the proceeds from the issuance of the 3% Green Notes to pay for the Capped Calls’ premium. As the Capped Calls meet certain accounting criteria, they are recorded in stockholders’ equity and are not accounted for as derivatives. The cost of $54.5 million incurred to purchase the Capped Calls was recorded as a reduction to additional paid-in capital on our condensed consolidated balance sheets and will not be remeasured. Please refer to Part II, Item 8, Note 7 - Outstanding Loans and Security Agreements in our Annual Form 10-K for the fiscal year ended December 31, 2022, for discussion of our 10.25% Senior Secured Notes due March 2027 and 2.5% Green Convertible Senior Notes due August 2025. 10.25% Senior Secured Notes due March 2027 - The outstanding unpaid principal balance of $57.6 million on the 10.25% Senior Secured Notes due March 2027 was called and retired at 104% during the three months ended June 30, 2023. The 4% premium of $2.3 million and unpaid accrued interest of $1.0 million were included in the final payment to the noteholders. We recognized loss on extinguishment of debt of $2.9 million as a result of redemption of the 10.25% Senior Secured Notes. The current and non-current balance of the outstanding unpaid principal of the 10.25% Senior Secured Notes was $12.7 million and $48.9 million as of December 31, 2022, respectively. Interest on the 10.25% Senior Secured Notes for the three and six months ended June 30, 2023 was $1.0 million and $2.7 million, respectively, including immaterial and $0.1 million amortization of issuance costs, respectively. Interest on the 10.25% Senior Secured Notes for the three and six months ended June 30, 2022 was $1.9 million and $3.8 million, respectively, including amortization of issuance costs of $0.1 million and $0.2 million, respectively. Interest on the 2.5% Green Notes for the three and six months ended June 30, 2023 was $2.0 million and $3.9 million, respectively, including amortization of issuance costs of $0.5 million and $1.0 million, respectively. Interest on the 2.5% Green Notes for the three and six months ended June 30, 2022 was $2.0 million and $3.9 million, respectively, including amortization of issuance costs of $0.5 million and $1.0 million, respectively. Non-recourse Debt Facilities Please refer to Part II, Item 8, Note 7 - Outstanding Loans and Security Agreements in our Annual Form 10-K for the fiscal year ended December 31, 2022 for discussion of our non-recourse debt. The purchase and credit agreement for our 3.04% Senior Secured Notes due June 2031 requires us to maintain a debt service reserve, the balance of which was $8.0 million and $8.0 million as of June 30, 2023 and December 31, 2022, respectively, and was included as part of long-term restricted cash in the condensed consolidated balance sheets. Repayment Schedule and Interest Expense The following table presents details of our outstanding loan principal repayment schedule as of June 30, 2023 (in thousands): Remainder of 2023 $ 4,414 2024 11,483 2025 242,591 2026 15,356 2027 647,567 Thereafter 61,160 $ 982,571 Interest expense of $14.0 million and $25.7 million for the three and six months ended June 30, 2023, respectively, was recorded in interest expense on the condensed consolidated statements of operations. Interest expense of $13.8 million and $27.9 million for the three and six months ended June 30, 2022, respectively, was recorded in interest expense on the condensed consolidated statements of operations. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Leases | Leases Facilities, Energy Servers, and Vehicles For the three and six months ended June 30, 2023, rent expense for all occupied facilities was $5.7 million and $11.3 million, respectively. For the three and six months ended June 30, 2022, rent expense for all occupied facilities was $4.7 million and $9.2 million, respectively. Operating and financing lease right-of-use assets and lease liabilities for facilities, Energy Servers, and vehicles as of June 30, 2023 and December 31, 2022 were as follows (in thousands): June 30, December 31, 2023 2022 Operating Leases: Operating lease right-of-use assets, net 1, 2 $ 132,452 $ 126,955 Current operating lease liabilities (17,168) (16,227) Non-current operating lease liabilities (137,667) (132,363) Total operating lease liabilities $ (154,835) $ (148,590) Finance Leases: Finance lease right-of-use assets, net 2, 3, 4 $ 3,022 $ 2,824 Current finance lease liabilities 5 (1,136) (1,024) Non-current finance lease liabilities 6 (2,074) (1,971) Total finance lease liabilities $ (3,210) $ (2,995) Total lease liabilities $ (158,045) $ (151,585) 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 condensed consolidated balance sheets. 5 Included in accrued expenses and other current liabilities in the condensed consolidated balance sheets. 6 Included in other long-term liabilities in the condensed consolidated balance sheets. The components of our facilities, Energy Servers, and vehicles’ lease costs for the three and six months ended June 30, 2023 and 2022 were as follows (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Operating lease costs $ 8,166 $ 6,049 $ 15,965 $ 11,885 Financing lease costs: Amortization of right-of-use assets 194 263 395 521 Interest on lease liabilities 69 52 131 105 Total financing lease costs 263 315 526 626 Short-term lease costs 733 167 1,177 241 Total lease costs $ 9,162 $ 6,531 $ 17,668 $ 12,752 Weighted average remaining lease terms and discount rates for our facilities, Energy Servers and vehicles as of June 30, 2023 and December 31, 2022 were as follows: June 30, December 31, 2023 2022 Weighted average remaining lease term: Operating leases 8.0 years 8.6 years Finance leases 3.4 years 3.3 years Weighted average discount rate: Operating leases 12.4 % 10.3 % Finance leases 9.1 % 6.9 % Future lease payments under lease agreements for our facilities, Energy Servers and vehicles as of June 30, 2023 were as follows (in thousands): Operating Leases Finance Leases Remainder of 2023 $ 15,929 $ 694 2024 27,750 1,245 2025 27,753 795 2026 27,621 554 2027 26,305 369 Thereafter 97,794 72 Total minimum lease payments 223,152 3,729 Less: amounts representing interest or imputed interest (68,317) (519) Present value of lease liabilities $ 154,835 $ 3,210 Managed Services and Portfolio Financings Through PPA Entities Managed Services - We recognized $8.5 million and $15.8 million of product revenue, $1.8 million and $4.8 million of installation revenue, $1.5 million and $2.7 million of financing obligations, and $3.8 million and $9.3 million of right-of-use assets and lease liabilities from successful sale and leaseback transactions for the three and six months ended June 30, 2023, respectively. There were no successful sale and leaseback transactions for the three and six months ended June 30, 2022. The recognized lease expense from successful sale and leaseback transactions for the three and six months ended June 30, 2023 was $2.3 million and $4.4 million, respectively. The recognized lease expense from successful sale and leaseback transactions for the three and six months ended June 30, 2022 was $1.3 million and $2.6 million, respectively. At June 30, 2023, future lease payments under the Managed Services Agreements financing obligations were as follows (in thousands): Financing Obligations Remainder of 2023 $ 22,819 2024 43,368 2025 42,358 2026 37,778 2027 21,441 Thereafter 37,237 Total minimum lease payments 205,001 Less: imputed interest (109,937) Present value of net minimum lease payments 95,064 Less: current financing obligations (29,097) Long-term financing obligations $ 65,967 The long-term financing obligations, as reflected in our condensed consolidated balance sheets, were $424.8 million and $442.1 million as of June 30, 2023 and December 31, 2022, 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. Future estimated operating lease payments we expect to receive from Portfolio Financing arrangements through PPA V Entity as of June 30, 2023 were as follows (in thousands): Operating Leases Remainder of 2023 $ 10,458 2024 21,238 2025 21,630 2026 22,092 2027 22,566 Thereafter 85,009 Total minimum lease payments $ 182,993 |
Leases | Leases Facilities, Energy Servers, and Vehicles For the three and six months ended June 30, 2023, rent expense for all occupied facilities was $5.7 million and $11.3 million, respectively. For the three and six months ended June 30, 2022, rent expense for all occupied facilities was $4.7 million and $9.2 million, respectively. Operating and financing lease right-of-use assets and lease liabilities for facilities, Energy Servers, and vehicles as of June 30, 2023 and December 31, 2022 were as follows (in thousands): June 30, December 31, 2023 2022 Operating Leases: Operating lease right-of-use assets, net 1, 2 $ 132,452 $ 126,955 Current operating lease liabilities (17,168) (16,227) Non-current operating lease liabilities (137,667) (132,363) Total operating lease liabilities $ (154,835) $ (148,590) Finance Leases: Finance lease right-of-use assets, net 2, 3, 4 $ 3,022 $ 2,824 Current finance lease liabilities 5 (1,136) (1,024) Non-current finance lease liabilities 6 (2,074) (1,971) Total finance lease liabilities $ (3,210) $ (2,995) Total lease liabilities $ (158,045) $ (151,585) 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 condensed consolidated balance sheets. 5 Included in accrued expenses and other current liabilities in the condensed consolidated balance sheets. 6 Included in other long-term liabilities in the condensed consolidated balance sheets. The components of our facilities, Energy Servers, and vehicles’ lease costs for the three and six months ended June 30, 2023 and 2022 were as follows (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Operating lease costs $ 8,166 $ 6,049 $ 15,965 $ 11,885 Financing lease costs: Amortization of right-of-use assets 194 263 395 521 Interest on lease liabilities 69 52 131 105 Total financing lease costs 263 315 526 626 Short-term lease costs 733 167 1,177 241 Total lease costs $ 9,162 $ 6,531 $ 17,668 $ 12,752 Weighted average remaining lease terms and discount rates for our facilities, Energy Servers and vehicles as of June 30, 2023 and December 31, 2022 were as follows: June 30, December 31, 2023 2022 Weighted average remaining lease term: Operating leases 8.0 years 8.6 years Finance leases 3.4 years 3.3 years Weighted average discount rate: Operating leases 12.4 % 10.3 % Finance leases 9.1 % 6.9 % Future lease payments under lease agreements for our facilities, Energy Servers and vehicles as of June 30, 2023 were as follows (in thousands): Operating Leases Finance Leases Remainder of 2023 $ 15,929 $ 694 2024 27,750 1,245 2025 27,753 795 2026 27,621 554 2027 26,305 369 Thereafter 97,794 72 Total minimum lease payments 223,152 3,729 Less: amounts representing interest or imputed interest (68,317) (519) Present value of lease liabilities $ 154,835 $ 3,210 Managed Services and Portfolio Financings Through PPA Entities Managed Services - We recognized $8.5 million and $15.8 million of product revenue, $1.8 million and $4.8 million of installation revenue, $1.5 million and $2.7 million of financing obligations, and $3.8 million and $9.3 million of right-of-use assets and lease liabilities from successful sale and leaseback transactions for the three and six months ended June 30, 2023, respectively. There were no successful sale and leaseback transactions for the three and six months ended June 30, 2022. The recognized lease expense from successful sale and leaseback transactions for the three and six months ended June 30, 2023 was $2.3 million and $4.4 million, respectively. The recognized lease expense from successful sale and leaseback transactions for the three and six months ended June 30, 2022 was $1.3 million and $2.6 million, respectively. At June 30, 2023, future lease payments under the Managed Services Agreements financing obligations were as follows (in thousands): Financing Obligations Remainder of 2023 $ 22,819 2024 43,368 2025 42,358 2026 37,778 2027 21,441 Thereafter 37,237 Total minimum lease payments 205,001 Less: imputed interest (109,937) Present value of net minimum lease payments 95,064 Less: current financing obligations (29,097) Long-term financing obligations $ 65,967 The long-term financing obligations, as reflected in our condensed consolidated balance sheets, were $424.8 million and $442.1 million as of June 30, 2023 and December 31, 2022, 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. Future estimated operating lease payments we expect to receive from Portfolio Financing arrangements through PPA V Entity as of June 30, 2023 were as follows (in thousands): Operating Leases Remainder of 2023 $ 10,458 2024 21,238 2025 21,630 2026 22,092 2027 22,566 Thereafter 85,009 Total minimum lease payments $ 182,993 |
Leases | Leases Facilities, Energy Servers, and Vehicles For the three and six months ended June 30, 2023, rent expense for all occupied facilities was $5.7 million and $11.3 million, respectively. For the three and six months ended June 30, 2022, rent expense for all occupied facilities was $4.7 million and $9.2 million, respectively. Operating and financing lease right-of-use assets and lease liabilities for facilities, Energy Servers, and vehicles as of June 30, 2023 and December 31, 2022 were as follows (in thousands): June 30, December 31, 2023 2022 Operating Leases: Operating lease right-of-use assets, net 1, 2 $ 132,452 $ 126,955 Current operating lease liabilities (17,168) (16,227) Non-current operating lease liabilities (137,667) (132,363) Total operating lease liabilities $ (154,835) $ (148,590) Finance Leases: Finance lease right-of-use assets, net 2, 3, 4 $ 3,022 $ 2,824 Current finance lease liabilities 5 (1,136) (1,024) Non-current finance lease liabilities 6 (2,074) (1,971) Total finance lease liabilities $ (3,210) $ (2,995) Total lease liabilities $ (158,045) $ (151,585) 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 condensed consolidated balance sheets. 5 Included in accrued expenses and other current liabilities in the condensed consolidated balance sheets. 6 Included in other long-term liabilities in the condensed consolidated balance sheets. The components of our facilities, Energy Servers, and vehicles’ lease costs for the three and six months ended June 30, 2023 and 2022 were as follows (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Operating lease costs $ 8,166 $ 6,049 $ 15,965 $ 11,885 Financing lease costs: Amortization of right-of-use assets 194 263 395 521 Interest on lease liabilities 69 52 131 105 Total financing lease costs 263 315 526 626 Short-term lease costs 733 167 1,177 241 Total lease costs $ 9,162 $ 6,531 $ 17,668 $ 12,752 Weighted average remaining lease terms and discount rates for our facilities, Energy Servers and vehicles as of June 30, 2023 and December 31, 2022 were as follows: June 30, December 31, 2023 2022 Weighted average remaining lease term: Operating leases 8.0 years 8.6 years Finance leases 3.4 years 3.3 years Weighted average discount rate: Operating leases 12.4 % 10.3 % Finance leases 9.1 % 6.9 % Future lease payments under lease agreements for our facilities, Energy Servers and vehicles as of June 30, 2023 were as follows (in thousands): Operating Leases Finance Leases Remainder of 2023 $ 15,929 $ 694 2024 27,750 1,245 2025 27,753 795 2026 27,621 554 2027 26,305 369 Thereafter 97,794 72 Total minimum lease payments 223,152 3,729 Less: amounts representing interest or imputed interest (68,317) (519) Present value of lease liabilities $ 154,835 $ 3,210 Managed Services and Portfolio Financings Through PPA Entities Managed Services - We recognized $8.5 million and $15.8 million of product revenue, $1.8 million and $4.8 million of installation revenue, $1.5 million and $2.7 million of financing obligations, and $3.8 million and $9.3 million of right-of-use assets and lease liabilities from successful sale and leaseback transactions for the three and six months ended June 30, 2023, respectively. There were no successful sale and leaseback transactions for the three and six months ended June 30, 2022. The recognized lease expense from successful sale and leaseback transactions for the three and six months ended June 30, 2023 was $2.3 million and $4.4 million, respectively. The recognized lease expense from successful sale and leaseback transactions for the three and six months ended June 30, 2022 was $1.3 million and $2.6 million, respectively. At June 30, 2023, future lease payments under the Managed Services Agreements financing obligations were as follows (in thousands): Financing Obligations Remainder of 2023 $ 22,819 2024 43,368 2025 42,358 2026 37,778 2027 21,441 Thereafter 37,237 Total minimum lease payments 205,001 Less: imputed interest (109,937) Present value of net minimum lease payments 95,064 Less: current financing obligations (29,097) Long-term financing obligations $ 65,967 The long-term financing obligations, as reflected in our condensed consolidated balance sheets, were $424.8 million and $442.1 million as of June 30, 2023 and December 31, 2022, 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. Future estimated operating lease payments we expect to receive from Portfolio Financing arrangements through PPA V Entity as of June 30, 2023 were as follows (in thousands): Operating Leases Remainder of 2023 $ 10,458 2024 21,238 2025 21,630 2026 22,092 2027 22,566 Thereafter 85,009 Total minimum lease payments $ 182,993 |
Leases | Leases Facilities, Energy Servers, and Vehicles For the three and six months ended June 30, 2023, rent expense for all occupied facilities was $5.7 million and $11.3 million, respectively. For the three and six months ended June 30, 2022, rent expense for all occupied facilities was $4.7 million and $9.2 million, respectively. Operating and financing lease right-of-use assets and lease liabilities for facilities, Energy Servers, and vehicles as of June 30, 2023 and December 31, 2022 were as follows (in thousands): June 30, December 31, 2023 2022 Operating Leases: Operating lease right-of-use assets, net 1, 2 $ 132,452 $ 126,955 Current operating lease liabilities (17,168) (16,227) Non-current operating lease liabilities (137,667) (132,363) Total operating lease liabilities $ (154,835) $ (148,590) Finance Leases: Finance lease right-of-use assets, net 2, 3, 4 $ 3,022 $ 2,824 Current finance lease liabilities 5 (1,136) (1,024) Non-current finance lease liabilities 6 (2,074) (1,971) Total finance lease liabilities $ (3,210) $ (2,995) Total lease liabilities $ (158,045) $ (151,585) 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 condensed consolidated balance sheets. 5 Included in accrued expenses and other current liabilities in the condensed consolidated balance sheets. 6 Included in other long-term liabilities in the condensed consolidated balance sheets. The components of our facilities, Energy Servers, and vehicles’ lease costs for the three and six months ended June 30, 2023 and 2022 were as follows (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Operating lease costs $ 8,166 $ 6,049 $ 15,965 $ 11,885 Financing lease costs: Amortization of right-of-use assets 194 263 395 521 Interest on lease liabilities 69 52 131 105 Total financing lease costs 263 315 526 626 Short-term lease costs 733 167 1,177 241 Total lease costs $ 9,162 $ 6,531 $ 17,668 $ 12,752 Weighted average remaining lease terms and discount rates for our facilities, Energy Servers and vehicles as of June 30, 2023 and December 31, 2022 were as follows: June 30, December 31, 2023 2022 Weighted average remaining lease term: Operating leases 8.0 years 8.6 years Finance leases 3.4 years 3.3 years Weighted average discount rate: Operating leases 12.4 % 10.3 % Finance leases 9.1 % 6.9 % Future lease payments under lease agreements for our facilities, Energy Servers and vehicles as of June 30, 2023 were as follows (in thousands): Operating Leases Finance Leases Remainder of 2023 $ 15,929 $ 694 2024 27,750 1,245 2025 27,753 795 2026 27,621 554 2027 26,305 369 Thereafter 97,794 72 Total minimum lease payments 223,152 3,729 Less: amounts representing interest or imputed interest (68,317) (519) Present value of lease liabilities $ 154,835 $ 3,210 Managed Services and Portfolio Financings Through PPA Entities Managed Services - We recognized $8.5 million and $15.8 million of product revenue, $1.8 million and $4.8 million of installation revenue, $1.5 million and $2.7 million of financing obligations, and $3.8 million and $9.3 million of right-of-use assets and lease liabilities from successful sale and leaseback transactions for the three and six months ended June 30, 2023, respectively. There were no successful sale and leaseback transactions for the three and six months ended June 30, 2022. The recognized lease expense from successful sale and leaseback transactions for the three and six months ended June 30, 2023 was $2.3 million and $4.4 million, respectively. The recognized lease expense from successful sale and leaseback transactions for the three and six months ended June 30, 2022 was $1.3 million and $2.6 million, respectively. At June 30, 2023, future lease payments under the Managed Services Agreements financing obligations were as follows (in thousands): Financing Obligations Remainder of 2023 $ 22,819 2024 43,368 2025 42,358 2026 37,778 2027 21,441 Thereafter 37,237 Total minimum lease payments 205,001 Less: imputed interest (109,937) Present value of net minimum lease payments 95,064 Less: current financing obligations (29,097) Long-term financing obligations $ 65,967 The long-term financing obligations, as reflected in our condensed consolidated balance sheets, were $424.8 million and $442.1 million as of June 30, 2023 and December 31, 2022, 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. Future estimated operating lease payments we expect to receive from Portfolio Financing arrangements through PPA V Entity as of June 30, 2023 were as follows (in thousands): Operating Leases Remainder of 2023 $ 10,458 2024 21,238 2025 21,630 2026 22,092 2027 22,566 Thereafter 85,009 Total minimum lease payments $ 182,993 |
Stock-Based Compensation Expens
Stock-Based Compensation Expense and Employee Benefit Plans | 6 Months Ended |
Jun. 30, 2023 | |
Compensation Related Costs [Abstract] | |
Stock-Based Compensation Expense and Employee Benefit Plans | Stock-Based Compensation and Employee Benefit Plans Stock-Based Compensation Expense The following table summarizes the components of stock-based compensation expense in the condensed consolidated statements of operations (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Cost of revenue $ 5,067 $ 4,767 $ 9,228 $ 8,627 Research and development 7,678 13,213 16,088 20,295 Sales and marketing 6,257 4,805 12,074 9,580 General and administrative 9,477 9,814 20,642 20,405 $ 28,479 $ 32,599 $ 58,032 $ 58,907 Stock Option 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, except weighted average exercise price and remaining contractual life) Balances at December 31, 2022 8,748,309 $ 20.70 4.6 $ 40,532 Exercised (208,404) 7.21 Expired (214,405) 30.39 Balances at June 30, 2023 8,325,500 20.79 4.0 27,715 Vested and expected to vest at June 30, 2023 8,323,858 20.79 4.0 27,700 Exercisable at June 30, 2023 8,280,499 $ 20.86 4.0 $ 27,293 Stock Options - For the three and six months ended June 30, 2023, we recognized $0.1 million and $0.2 million of stock-based compensation costs for stock options, respectively. For the three and six months ended June 30, 2022, we recognized $3.4 million and $5.5 million of stock-based compensation expense for stock options, respectively. We did not grant options in the three and six months ended June 30, 2023 and 2022. As of June 30, 2023 and December 31, 2022, we had unrecognized compensation costs related to unvested stock options of $0.2 million and $0.4 million, respectively. This cost is expected to be recognized over the remaining weighted-average period of 0.7 years and 0.9 years, respectively. Cash received from stock options exercised totaled $0.7 million and $1.5 million for the three and six months ended June 30, 2023, respectively. Cash received from stock options exercised totaled $0.3 million and $1.3 million for the three and six months ended June 30, 2022, respectively. Stock Award Activity A summary of our stock awards activity and related information is as follows: Number of Weighted Unvested Balance at December 31, 2022 9,549,035 $ 19.99 Granted 4,469,242 18.57 Vested (2,858,763) 18.31 Forfeited (602,691) 21.43 Unvested Balance at June 30, 2023 10,556,823 $ 19.76 Stock Awards - The estimated fair value of restricted stock units (“RSUs”) and performance-based stock units (“PSUs”) is based on the fair value of our Class A common stock on the date of grant. For the three and six months ended June 30, 2023, we recognized $23.0 million and $45.7 million of stock-based compensation costs for stock awards, respectively. For the three and six months ended June 30, 2022, we recognized $25.0 million and $46.0 million of stock-based compensation expense for stock awards, respectively. As of June 30, 2023 and December 31, 2022, we had $159.9 million and $135.7 million of unrecognized stock-based compensation expense related to unvested stock awards, expected to be recognized over a weighted average period of 2.2 years and 1.9 years, respectively. Executive Awards On February 15, 2023, the Company granted RSU and PSU awards (the “2023 Executive Awards”) to certain executive staff pursuant to the 2018 Equity Incentive Plan. The RSUs have time-based vesting schedules, started vesting on February 15, 2023 and shall vest over a three year period. PSUs started vesting on February 15, 2023 and have a three-year cliff vesting period. PSUs will vest based on a combination of time and achievement against performance metrics targets assuming continued employment and service through each vesting date. Stock-based compensation costs associated with the 2023 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 for Grant Balances at December 31, 2022 28,340,641 Added to plan 8,948,255 Granted (4,399,477) Cancelled/Forfeited 757,331 Expired (188,617) Balances at June 30, 2023 33,458,133 2018 Employee Stock Purchase Plan (“2018 ESPP”) For the three and six months ended June 30, 2023, we recognized $5.9 million and $12.4 million of stock-based compensation costs for the 2018 ESPP, respectively. For the three and six months ended June 30, 2022, we recognized $4.4 million and $6.9 million of stock-based compensation costs for the 2018 ESPP, respectively. We issued 449,525 and 420,689 shares in the six months ended June 30, 2023 and 2022, respectively. During the six months ended June 30, 2023 and 2022, we added an additional 2,239,563 and 2,055,792 shares, respectively, and there were 15,630,754 and 13,840,716 shares available for issuance as of June 30, 2023 and December 31, 2022, respectively. |
Portfolio Financings
Portfolio Financings | 6 Months Ended |
Jun. 30, 2023 | |
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. For additional information on these financing options, see our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. PPA Entity’s 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 were the aggregate carrying values of our VIE’s assets and liabilities in our condensed consolidated balance sheets, after eliminations of intercompany transactions and balances, including the PPA Entity in the PPA V transaction as of June 30, 2023 and December 31, 2022 (in thousands): June 30, December 31, 2023 2022 Assets Current assets: Cash and cash equivalents $ 694 $ 5,008 Restricted cash 650 550 Accounts receivable 1,800 2,072 Prepaid expenses and other current assets 679 1,927 Total current assets 3,823 9,557 Property, plant and equipment, net 126,159 133,285 Restricted cash 8,000 8,000 Other long-term assets 1,635 1,869 Total assets $ 139,617 $ 152,711 Liabilities Current liabilities: Accrued expenses and other current liabilities $ 24 $ 1,037 Deferred revenue and customer deposits 662 662 Non-recourse debt 10,814 13,307 Total current liabilities 11,500 15,006 Deferred revenue and customer deposits 4,420 4,748 Non-recourse debt 106,260 112,480 Total liabilities $ 122,180 $ 132,234 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. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions There have been no changes in related party relationships during the six months ended June 30, 2023. For information on our related party transactions, see Part II, Item 8, Note 12 - Related Party Transactions in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Our operations included the following related party transactions (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Total revenue from related parties $ 4,585 $ 10,233 $ 5,418 $ 17,699 Below is the summary of outstanding related party balances as of June 30, 2023 and December 31, 2022 (in thousands): June 30, December 31, 2023 2022 Accounts receivable $ 5,999 $ 4,257 Debt to Related Parties We had no material debt or convertible notes from investors considered to be related parties as of June 30, 2023 and December 31, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023 and December 31, 2022, 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 our 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 condensed consolidated statements of operations. We paid $4.1 million and $19.9 million for the three and six months ended June 30, 2023, respectively, for such performance guarantees. We paid $9.4 million and $9.7 million for the three and six months ended June 30, 2022, respectively, for such performance guarantees. 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 letter of credit facility for this purpose. As of June 30, 2023, the balance of this cash-collateralized letter of credit was $47.4 million, of which $31.1 million and $16.3 million is recognized as short-term and long-term restricted cash, respectively. As of December 31, 2022, the balance of this cash-collateralized letter of credit was $69.1 million, of which $40.6 million and $28.5 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 June 30, 2023 and December 31, 2022, 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. 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 September 30, 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 June 30, 2023 and December 31, 2022, respectively. 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 condensed consolidated balance sheets, results of operations or cash flows for the period in which the resolution occurs or in 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 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 we expect to be funded entirely by our insurers. If the settlement becomes effective, we expect it to 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. On June 30, 2023, Bloom and the plaintiff’s executed a definitive settlement agreement containing the foregoing terms and customary terms for class action settlements, and on the same date, filed the settlement agreement with the court to see its approval. 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. On April 21, 2023, the parties executed a settlement agreement which allows our two pending customer installations to proceed under building permits and requires the City to amend its zoning code so that future installations of Bloom Energy Servers in Santa Clara require only building permits. 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 (“WIPO”), 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. On February 23, 2023, we filed an amended complaint adding additional causes of action and filed objections to the Magistrate’s report and recommendation. On April 26, 2023, Judge Gilstrap overruled our objections to the Magistrate’s report and recommendation and stayed the district court action pending arbitrability determinations by the arbitrator in the WIPO proceeding. The arbitration had been held in abeyance awaiting the District Court’s decision. A hearing by the arbitrator in WIPO on arbitrability took place on June 27, 2023. A decision is expected in the third quarter of 2023. Given that the District Court matter is stayed and the WIPO arbitration had been held in abeyance, 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. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the three and six months ended June 30, 2023, we recorded an income tax provisions of $0.2 million and $0.4 million, respectively, on pre-tax losses of $68.9 million and $143.5 million for effective tax rates of (0.3)% and (0.3)%, respectively. For the three and six months ended June 30, 2022, we recorded an income tax benefit and income tax provision of $12 thousand and $0.6 million, respectively, on pre-tax losses of $121.2 million and $203.4 million for effective tax rates of 0.01% and (0.3)%, respectively. The effective tax rate for the three and six months ended June 30, 2023 and 2022 was lower than the statutory federal tax rate primarily due to a full valuation allowance against U.S. deferred tax assets. |
Net Loss per Share Available to
Net Loss per Share Available to Common Stockholders | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss per Share Available to Common Stockholders | Net Loss per Share Available to Common Stockholders Please refer to the condensed consolidated statements of operations for computation of our net loss per share available to common stockholders, basic and diluted. 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 three and six months presented as their inclusion would have been antidilutive (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Convertible notes 31,146 14,187 22,713 14,187 Redeemable convertible preferred stock 13,492 11,000 7,454 11,000 Stock options and awards 3,611 4,655 5,345 4,894 48,249 29,842 35,512 30,081 |
SK ecoplant Strategic Investmen
SK ecoplant Strategic Investment | 6 Months Ended |
Jun. 30, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
SK ecoplant Strategic Investment | SK ecoplant Strategic Investment In 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 three year period 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 joint venture’s assets and liabilities in our condensed consolidated balance sheets, after eliminations of intercompany transactions and balances, as of June 30, 2023 and December 31, 2022 (in thousands): June 30, December 31, 2023 2022 Assets Current assets: Cash and cash equivalents $ 4,819 $ 2,591 Accounts receivable 5,999 4,257 Inventories 11,586 13,412 Prepaid expenses and other current assets 1,475 2,645 Total current assets 23,879 22,905 Property and equipment, net 1,051 1,141 Operating lease right-of-use assets 2,358 2,390 Other long-term assets 45 47 Total assets $ 27,333 $ 26,483 Liabilities Current liabilities: Accounts payable $ 954 $ 5,607 Accrued expenses and other current liabilities 939 1,355 Deferred revenue and customer deposits — 2 Operating lease liabilities 404 393 Total current liabilities 2,297 7,357 Operating lease liabilities 1,814 2,000 Non-recourse debt 1,533 — Total liabilities $ 5,644 $ 9,357 In October 2021, 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. The Initial Investment Simultaneous with the execution of the above agreements, 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 (the “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 the Series A RCPS was completed and we issued the 10,000,000 shares of the Series A RCPS (the “Initial Investment”). 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”). According to the SPA, SK ecoplant was entitled to exercise the Option through August 31, 2023, and the transaction must have been completed by November 30, 2023. The sale of Series A RCPS was recorded at its fair value of $218.0 million on the date of issuance. Accordingly, we allocated the excess of the cash proceeds received of $255.0 million plus the change in fair value of the Series A RCPS between October 23, 2021, and December 29, 2021, of $9.7 million, over the fair value of the Series A 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 was recorded in deferred revenue and customer deposits. Accordingly, during the three and six months ended June 30, 2022, we recognized product revenue of $3.5 million and $4.7 million, respectively, in connection with this arrangement. No product revenue was recognized during the three and six months ended June 30, 2023 in connection with this arrangement. As of December 31, 2022, the unrecognized amount of $24.6 million included $10.0 million in current deferred revenue and customer deposits and $14.6 million in non-current deferred revenue and customer deposits on the condensed consolidated balance sheets. As of June 30, 2023, the unrecognized amount of deferred revenue and customer deposits was reduced to zero as a result of the Second Tranche Closing (see details below in section “The Second Tranche Closing”). PDA, JVA, CCA and the SPA entered into with SK ecoplant concurrently were evaluated as a combined contract in accordance with ASC 606 Revenue from Contracts with Customers 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. 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 (the “Second Tranche Closing”). As of December 31, 2022, this option was accounted for as the equity-classified forward contract. For further information, see Part II, Item 8, Note 17 - SK ecoplant Strategic Investment in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. The Second Tranche Closing On March 20, 2023, SK ecoplant entered into the Amended SPA with us, pursuant to which on March 23, 2023, we issued and sold to SK ecoplant 13,491,701 shares of non-voting Series B redeemable convertible preferred stock, par value $0.0001 per share (the “Series B RCPS”), at a purchase price of $23.05 per share for cash proceeds of $311.0 million. The Amended SPA triggered the modification of the equity-classified forward contract on Class A common stock, which resulted in the derecognition of the pre-modification fair value of the forward contract given to SK ecoplant of $76.2 million. The derecognition of the pre-modification fair value was recorded in additional paid-in capital in our condensed consolidated balance sheets as of June 30, 2023. The Series B RCPS was accounted for as a stock award with liability and equity components. The liability component of the Series B RCPS was recognized at the redemption value of $311.0 million and the equity component of the Series B RCPS was recognized at its fair value of $16.1 million on March 20, 2023 and recorded in current liabilities and additional paid-in capital, respectively, in our condensed consolidated balance sheets as of June 30, 2023. On March 20, 2023, in connection with the Amended SPA we also entered into the Loan Agreement, pursuant to which we have the option to draw on a loan from SK ecoplant with a maximum principal amount of $311.0 million, should SK ecoplant send a redemption notice to us under the Amended SPA. The Loan Agreement has a maturity of five years and bears an interest rate of 4.6%. The Loan Agreement is a freestanding financial instrument; accordingly, we recognized a loan commitment asset at its fair value of $52.8 million, of which $5.3 million was classified as current and $47.5 million was classified as non-current in our condensed consolidated balance sheets as of June 30, 2023. The loan commitment asset will be amortized to interest expense during the term of the Loan Agreement starting on the date the loan is drawn upon. Should SK ecoplant elect not to redeem the Series B RCPS under the Amended SPA, the loan commitment asset will be expensed immediately and recognized in interest expense in our condensed consolidated statements of operations. The Amended SPA and the Loan Agreement provided us with cash proceeds of $311.0 million and a loan commitment asset of $52.8 million from SK ecoplant for total consideration of $363.8 million. In return, SK ecoplant received consideration of $403.3 million, comprising of the release from the obligation to close on the original transaction fair valued at $76.2 million, the obligation from us to issue the Series B RCPS at redemption value of $311.0 million, and the option to convert the Series B RCPS to Class A common stock, which has an estimated fair value of $16.1 million. The excess consideration provided by us amounted to $39.5 million, which resulted in a reduction of our deferred revenue and customer deposits by $24.6 million related to the Initial Investment, as of June 30, 2023. The net excess consideration of $14.9 million was recognized as $8.2 million in prepaid expenses and other current assets and $6.7 million was classified as other long-term assets in our condensed consolidated balance sheets as of March 31, 2023. The deferred expense is recognized as contra-revenue over the take or pay period based on an estimate of the revenue we expect to receive under the remaining term of the PDA. During the three months ended June 30, 2023, the deferred expense recognized as contra-revenue was immaterial. Description of Series B RCPS - The significant rights and preferences of the Series B RCPS are as follows: Liquidation: Upon the liquidation or dissolution of Bloom, or a deemed liquidation event (which includes a change in control or the sale or other disposition of all or substantially all of our assets), the holders of the Series B RCPS are entitled to receive in preference to the holders of the Common Stock, the greater of (i) their liquidation preference or (ii) an amount they would be entitled to receive on an as-converted basis. After payment of the liquidation preference to the holders of the Series B RCPS, our remaining assets are available for distribution to the holders of Common Stock on a pro rata basis. Redemption rights: The Series B RCPS may be redeemed upon election of SK ecoplant at the redemption price per share of $311.0 million divided by the number of then outstanding shares of Series B RCPS, which shall be payable in one installment, commencing on a date not less than sixty days after and not more than ninety days after SK ecoplant deliver written notice of the redemption to the Company (the “Redemption Notice”). SK ecoplant shall not send the Redemption Notice until four months have passed from the Series B RCPS issue date and the delivery of the Redemption Notice shall be irrevocable. The Series B RCPS shall not be redeemable upon the election of the Company. Conversion: The Series B RCPS are convertible at any time at SK ecoplant’s option into Class A common stock (subject to adjustment in the event of stock splits or combinations, and dividends or other distributions on the Class A Common Stock which are payable in shares of Class A Common Stock). In addition, on the 6-month anniversary of the issuance date, the Series B RCPS shall automatically convert into shares of Class A common stock at the conversion price in effect at that time. The automatic conversion will not occur should SK ecoplant elect to redeem the Series B RCPS prior to six months after the original issuance date, but not earlier than four months have passed from the original issue date. Protective provisions: Bloom is prohibited from the following actions without the affirmative vote of a majority of the holders of the Series B RCPS: (i) increasing the authorized number of shares of Series B RCPS; (ii) authorizing or creating any new class of stock that is senior to or on a parity with the Series B RCPS or increasing or decreasing the authorized number of shares of any such new class of stock; (iii) amending the rights, preferences or privileges of the Series B RCPS; and (iv) redeeming the Series B RCPS. Voting and dividend rights: The holders of the Series B RCPS have no voting rights, except on matters related to the RCPS, and are not entitled to dividends. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events There have been no material subsequent events that occurred during the period subsequent to the date of these condensed consolidated financial statements that would require adjustment to our disclosure in the condensed consolidated financial statements as presented. |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation We have prepared the condensed consolidated financial statements included herein pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”), 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 For information on the principles of consolidation, see Part II, Item 8, Note 1 - Nature of Business, Liquidity and Basis of Presentation, Principles of Consolidation section in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. |
Business Combinations | Business Combinations For information on the business combinations, see Part II, Item 8, Note 1 - Nature of Business, Liquidity and Basis of Presentation, Business Combinations section in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. |
Use of Estimates | Use of Estimates For information on the use of accounting estimates, see Part II, Item 8, Note 1 - Nature of Business, Liquidity and Basis of Presentation, Use of Estimates section in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements There have been no significant changes in our reported financial position or results of operations and cash flows resulting from the adoption of new accounting pronouncements. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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): June 30, December 31, 2023 2022 Accounts receivable $ 351,021 $ 250,995 Contract assets 35,182 46,727 Customer deposits 78,820 121,085 Deferred revenue 85,110 94,355 Three Months Ended Six Months Ended 2023 2022 2023 2022 Beginning balance $ 47,778 $ 13,533 $ 46,727 $ 25,201 Transferred to accounts receivable from contract assets recognized at the beginning of the period (23,228) (1,387) (27,404) (15,963) Revenue recognized and not billed as of the end of the period 10,632 21,228 15,859 24,136 Ending balance $ 35,182 $ 33,374 $ 35,182 $ 33,374 Deferred revenue activity, including deferred incentive revenue activity, during the three and six months ended June 30, 2023 and 2022 consisted of the following (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Beginning balance $ 87,848 $ 103,489 $ 94,355 $ 115,476 Additions 265,408 182,067 490,346 348,744 Revenue recognized (268,146) (189,179) (499,591) (367,843) Ending balance $ 85,110 $ 96,377 $ 85,110 $ 96,377 |
Schedule of Disaggregation of Revenue | We disaggregate revenue from contracts with customers into four revenue categories: product, installation, services and electricity (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Revenue from contracts with customers: Product revenue $ 214,706 $ 173,625 $ 408,451 $ 307,172 Installation revenue 24,321 12,729 44,846 26,282 Services revenue 42,298 38,426 82,961 73,665 Electricity revenue 3,966 2,794 7,804 5,476 Total revenue from contract with customers 285,291 227,574 544,062 412,595 Revenue from contracts that contain leases: Electricity revenue 15,804 15,662 32,224 31,680 Total revenue $ 301,095 $ 243,236 $ 576,286 $ 444,275 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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): June 30, December 31, 2023 2022 As Held: Cash $ 307,575 $ 226,463 Money market funds 614,969 291,903 $ 922,544 $ 518,366 As Reported: Cash and cash equivalents $ 767,055 $ 348,498 Restricted cash 155,489 169,868 $ 922,544 $ 518,366 |
Schedule of 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): June 30, December 31, 2023 2022 As Held: Cash $ 307,575 $ 226,463 Money market funds 614,969 291,903 $ 922,544 $ 518,366 As Reported: Cash and cash equivalents $ 767,055 $ 348,498 Restricted cash 155,489 169,868 $ 922,544 $ 518,366 Restricted cash consisted of the following (in thousands): June 30, December 31, 2023 2022 Current: Restricted cash $ 45,161 $ 50,965 Restricted cash related to PPA Entity 1 650 550 $ 45,811 $ 51,515 Non-current: Restricted cash $ 101,678 $ 110,353 Restricted cash related to PPA Entity 1 8,000 8,000 109,678 118,353 $ 155,489 $ 169,868 1 We have a variable interest entity (“VIE”) related to our Power Purchase Agreement (“PPA”) entity, PPA V, that represents a portion of the condensed consolidated balances recorded within the “restricted cash” and other financial statement line items in the condensed consolidated balance sheets (see Note 10 - Portfolio Financings ). In addition, the restricted cash held in the PPA II and PPA IIIb entities as of June 30, 2023, included $31.1 million and $0.8 million of current restricted cash, respectively, and $16.3 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, 2022, included $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. These entities are not considered VIEs. |
Fair Value (Tables)
Fair Value (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 614,969 $ — $ — $ 614,969 $ 614,969 $ — $ — $ 614,969 Liabilities Derivatives: Embedded EPP derivatives — — 3,834 $ 3,834 $ — $ — $ 3,834 $ 3,834 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 |
Schedule of Change in Level 3 Financial Liabilities | The changes in the Level 3 financial liabilities during the six months ended June 30, 2023 were as follows (in thousands): Embedded EPP Derivative Liability Liabilities at December 31, 2022 $ 5,895 EPP liability settlement (3,160) Changes in fair value 1,099 Liabilities at June 30, 2023 $ 3,834 |
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 debt instruments (in thousands): June 30, 2023 December 31, 2022 Net Carrying Fair Value Net Carrying Fair Value Debt instruments Recourse: 3% Green Convertible Senior Notes due June 2028 $ 613,407 718,773 $ — — 2.5% Green Convertible Senior Notes due August 2025 225,816 278,415 224,832 309,488 10.25% Senior Secured Notes due March 2027 — — 60,960 60,472 Non-recourse: 3.04% Senior Secured Notes due June 2031 117,074 108,562 125,787 117,028 4.6% Term Loan due March 2026 $ 1,533 1,329 $ — — |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Inventory | The components of inventory consisted of the following (in thousands): June 30, December 31, 2023 2022 Raw materials $ 223,526 $ 165,446 Finished goods 188,803 58,288 Work-in-progress 55,937 44,660 $ 468,266 $ 268,394 |
Schedule of Prepaid Expense and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): June 30, December 31, 2023 2022 Receivables from employees $ 10,922 $ 6,553 Deferred expenses (Note 15) 8,182 — Tax receivables 4,422 3,676 Prepaid hardware and software maintenance 3,306 4,290 Prepaid managed services 2,773 4,405 Advance income tax provision 1,998 783 Deposits made 1,683 1,409 Prepaid workers compensation 1,163 5,536 Prepaid deferred commissions 832 1,002 Other prepaid expenses and other current assets 14,542 15,989 $ 49,823 $ 43,643 |
Schedule of Property, Plant and Equipment | Property, plant and equipment, net consisted of the following (in thousands): June 30, December 31, 2023 2022 Energy Servers $ 545,047 $ 538,912 Machinery and equipment 159,171 145,555 Leasehold improvements 105,888 104,528 Construction-in-progress 92,896 72,174 Buildings 49,424 49,240 Computers, software and hardware 26,359 24,608 Furniture and fixtures 9,722 9,581 988,507 944,598 Less: accumulated depreciation (382,500) (344,184) $ 606,007 $ 600,414 |
Schedule of Other Long-Term Assets | Other long-term assets consisted of the following (in thousands): June 30, December 31, 2023 2022 Deferred commissions $ 8,860 $ 8,320 Long-term lease receivable 7,817 8,076 Deferred expenses (Note 15) 6,669 — Prepaid insurance 3,541 4,047 Deposits made 2,695 2,672 Prepaid managed services 2,056 2,373 Deferred tax asset 1,399 1,151 Prepaid and other long-term assets 10,389 13,566 $ 43,426 $ 40,205 Accrued Warranty Accrued warranty liabilities consisted of the following (in thousands): June 30, December 31, 2023 2022 Product performance $ 13,926 $ 16,901 Product warranty 980 431 $ 14,906 $ 17,332 Changes in the product warranty and product performance liabilities were as follows (in thousands): Balances at December 31, 2022 $ 17,332 Accrued warranty, net 17,474 Warranty expenditures during the six-month period (19,900) Balances at June 30, 2023 $ 14,906 |
Schedule of Accrued Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): June 30, December 31, 2023 2022 Compensation and benefits $ 43,833 $ 48,156 General invoice and purchase order accruals 26,854 44,010 Delaware grant 9,495 9,495 Sales-related liabilities 6,522 7,147 Accrued installation 5,618 7,905 Sales tax liabilities 5,192 6,172 Interest payable 4,581 3,128 Accrued legal expenses 3,724 4,403 Accrued consulting expenses 2,431 1,390 Provision for income tax 1,995 1,140 Finance lease liabilities 1,136 1,024 VAT interim liability 968 418 PPA IV upgrade financing obligations 247 6,076 Current portion of derivative liabilities — 2,596 Other 1,252 1,123 $ 113,848 $ 144,183 |
Outstanding Loans and Securit_2
Outstanding Loans and Security Agreements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following is a summary of our debt as of June 30, 2023 (in thousands, except percentage data): Unpaid Net Carrying Value Interest Maturity Dates Entity Current Long- Total 3% Green Convertible Senior Notes due June 2028 632,500 — 613,407 613,407 3.0% June 2028 Company 2.5% Green Convertible Senior Notes due August 2025 230,000 — 225,816 225,816 2.5% August 2025 Company Total recourse debt 862,500 — 839,223 839,223 3.04% Senior Secured Notes due June 30, 2031 118,538 10,814 106,260 117,074 3.04% June 2031 PPA V 4.6% Term Loan due March 2026 1,533 — 1,533 1,533 4.6% March 2026 Korean Joint Venture Total non-recourse debt 120,071 10,814 107,793 118,607 Total debt $ 982,571 $ 10,814 $ 947,016 $ 957,830 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 Current Long- Total 10.25% Senior Secured Notes due March 2027 $ 61,653 $ 12,716 $ 48,244 $ 60,960 10.25% March 2027 Company 2.5% Green Convertible Senior Notes due August 2025 230,000 — 224,832 224,832 2.5% August 2025 Company 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 Total non-recourse debt 127,430 13,307 112,480 125,787 Total debt $ 419,083 $ 26,023 $ 385,556 $ 411,579 |
Schedule of Repayment and Interest Expense | The following table presents details of our outstanding loan principal repayment schedule as of June 30, 2023 (in thousands): Remainder of 2023 $ 4,414 2024 11,483 2025 242,591 2026 15,356 2027 647,567 Thereafter 61,160 $ 982,571 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Schedule of Assets and Liabilities Leases | Operating and financing lease right-of-use assets and lease liabilities for facilities, Energy Servers, and vehicles as of June 30, 2023 and December 31, 2022 were as follows (in thousands): June 30, December 31, 2023 2022 Operating Leases: Operating lease right-of-use assets, net 1, 2 $ 132,452 $ 126,955 Current operating lease liabilities (17,168) (16,227) Non-current operating lease liabilities (137,667) (132,363) Total operating lease liabilities $ (154,835) $ (148,590) Finance Leases: Finance lease right-of-use assets, net 2, 3, 4 $ 3,022 $ 2,824 Current finance lease liabilities 5 (1,136) (1,024) Non-current finance lease liabilities 6 (2,074) (1,971) Total finance lease liabilities $ (3,210) $ (2,995) Total lease liabilities $ (158,045) $ (151,585) 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 condensed consolidated balance sheets. 5 Included in accrued expenses and other current liabilities in the condensed consolidated balance sheets. 6 Included in other long-term liabilities in the condensed consolidated balance sheets. |
Schedule of Lease, Cost | The components of our facilities, Energy Servers, and vehicles’ lease costs for the three and six months ended June 30, 2023 and 2022 were as follows (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Operating lease costs $ 8,166 $ 6,049 $ 15,965 $ 11,885 Financing lease costs: Amortization of right-of-use assets 194 263 395 521 Interest on lease liabilities 69 52 131 105 Total financing lease costs 263 315 526 626 Short-term lease costs 733 167 1,177 241 Total lease costs $ 9,162 $ 6,531 $ 17,668 $ 12,752 Weighted average remaining lease terms and discount rates for our facilities, Energy Servers and vehicles as of June 30, 2023 and December 31, 2022 were as follows: June 30, December 31, 2023 2022 Weighted average remaining lease term: Operating leases 8.0 years 8.6 years Finance leases 3.4 years 3.3 years Weighted average discount rate: Operating leases 12.4 % 10.3 % Finance leases 9.1 % 6.9 % |
Schedule of Finance Lease, Liability, Fiscal Year Maturity | Future lease payments under lease agreements for our facilities, Energy Servers and vehicles as of June 30, 2023 were as follows (in thousands): Operating Leases Finance Leases Remainder of 2023 $ 15,929 $ 694 2024 27,750 1,245 2025 27,753 795 2026 27,621 554 2027 26,305 369 Thereafter 97,794 72 Total minimum lease payments 223,152 3,729 Less: amounts representing interest or imputed interest (68,317) (519) Present value of lease liabilities $ 154,835 $ 3,210 At June 30, 2023, future lease payments under the Managed Services Agreements financing obligations were as follows (in thousands): Financing Obligations Remainder of 2023 $ 22,819 2024 43,368 2025 42,358 2026 37,778 2027 21,441 Thereafter 37,237 Total minimum lease payments 205,001 Less: imputed interest (109,937) Present value of net minimum lease payments 95,064 Less: current financing obligations (29,097) Long-term financing obligations $ 65,967 |
Schedule of Lessee, Operating Lease, Liability, Maturity | Future lease payments under lease agreements for our facilities, Energy Servers and vehicles as of June 30, 2023 were as follows (in thousands): Operating Leases Finance Leases Remainder of 2023 $ 15,929 $ 694 2024 27,750 1,245 2025 27,753 795 2026 27,621 554 2027 26,305 369 Thereafter 97,794 72 Total minimum lease payments 223,152 3,729 Less: amounts representing interest or imputed interest (68,317) (519) Present value of lease liabilities $ 154,835 $ 3,210 At June 30, 2023, future lease payments under the Managed Services Agreements financing obligations were as follows (in thousands): Financing Obligations Remainder of 2023 $ 22,819 2024 43,368 2025 42,358 2026 37,778 2027 21,441 Thereafter 37,237 Total minimum lease payments 205,001 Less: imputed interest (109,937) Present value of net minimum lease payments 95,064 Less: current financing obligations (29,097) Long-term financing obligations $ 65,967 |
Schedule of Sales-type Leases, Lease Receivable, Maturity | Future estimated operating lease payments we expect to receive from Portfolio Financing arrangements through PPA V Entity as of June 30, 2023 were as follows (in thousands): Operating Leases Remainder of 2023 $ 10,458 2024 21,238 2025 21,630 2026 22,092 2027 22,566 Thereafter 85,009 Total minimum lease payments $ 182,993 |
Stock-Based Compensation Expe_2
Stock-Based Compensation Expense and Employee Benefit Plans (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Compensation Related Costs [Abstract] | |
Schedule of Employee and Non-Employee Stock-Based Compensation Expense | The following table summarizes the components of stock-based compensation expense in the condensed consolidated statements of operations (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Cost of revenue $ 5,067 $ 4,767 $ 9,228 $ 8,627 Research and development 7,678 13,213 16,088 20,295 Sales and marketing 6,257 4,805 12,074 9,580 General and administrative 9,477 9,814 20,642 20,405 $ 28,479 $ 32,599 $ 58,032 $ 58,907 |
Schedule of Stock Option 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, except weighted average exercise price and remaining contractual life) Balances at December 31, 2022 8,748,309 $ 20.70 4.6 $ 40,532 Exercised (208,404) 7.21 Expired (214,405) 30.39 Balances at June 30, 2023 8,325,500 20.79 4.0 27,715 Vested and expected to vest at June 30, 2023 8,323,858 20.79 4.0 27,700 Exercisable at June 30, 2023 8,280,499 $ 20.86 4.0 $ 27,293 The following table presents the stock activity and the total number of shares available for grant under our stock plans: Plan Shares Available for Grant Balances at December 31, 2022 28,340,641 Added to plan 8,948,255 Granted (4,399,477) Cancelled/Forfeited 757,331 Expired (188,617) Balances at June 30, 2023 33,458,133 |
Schedule of Stock Award Activity | A summary of our stock awards activity and related information is as follows: Number of Weighted Unvested Balance at December 31, 2022 9,549,035 $ 19.99 Granted 4,469,242 18.57 Vested (2,858,763) 18.31 Forfeited (602,691) 21.43 Unvested Balance at June 30, 2023 10,556,823 $ 19.76 |
Portfolio Financings (Tables)
Portfolio Financings (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | The following were the aggregate carrying values of our VIE’s assets and liabilities in our condensed consolidated balance sheets, after eliminations of intercompany transactions and balances, including the PPA Entity in the PPA V transaction as of June 30, 2023 and December 31, 2022 (in thousands): June 30, December 31, 2023 2022 Assets Current assets: Cash and cash equivalents $ 694 $ 5,008 Restricted cash 650 550 Accounts receivable 1,800 2,072 Prepaid expenses and other current assets 679 1,927 Total current assets 3,823 9,557 Property, plant and equipment, net 126,159 133,285 Restricted cash 8,000 8,000 Other long-term assets 1,635 1,869 Total assets $ 139,617 $ 152,711 Liabilities Current liabilities: Accrued expenses and other current liabilities $ 24 $ 1,037 Deferred revenue and customer deposits 662 662 Non-recourse debt 10,814 13,307 Total current liabilities 11,500 15,006 Deferred revenue and customer deposits 4,420 4,748 Non-recourse debt 106,260 112,480 Total liabilities $ 122,180 $ 132,234 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Our operations included the following related party transactions (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Total revenue from related parties $ 4,585 $ 10,233 $ 5,418 $ 17,699 Below is the summary of outstanding related party balances as of June 30, 2023 and December 31, 2022 (in thousands): June 30, December 31, 2023 2022 Accounts receivable $ 5,999 $ 4,257 |
Net Loss per Share Available _2
Net Loss per Share Available to Common Stockholders (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
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 three and six months presented as their inclusion would have been antidilutive (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Convertible notes 31,146 14,187 22,713 14,187 Redeemable convertible preferred stock 13,492 11,000 7,454 11,000 Stock options and awards 3,611 4,655 5,345 4,894 48,249 29,842 35,512 30,081 |
SK ecoplant Strategic Investm_2
SK ecoplant Strategic Investment (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Condensed Balance Sheet | The following are the aggregate carrying values of the Korean joint venture’s assets and liabilities in our condensed consolidated balance sheets, after eliminations of intercompany transactions and balances, as of June 30, 2023 and December 31, 2022 (in thousands): June 30, December 31, 2023 2022 Assets Current assets: Cash and cash equivalents $ 4,819 $ 2,591 Accounts receivable 5,999 4,257 Inventories 11,586 13,412 Prepaid expenses and other current assets 1,475 2,645 Total current assets 23,879 22,905 Property and equipment, net 1,051 1,141 Operating lease right-of-use assets 2,358 2,390 Other long-term assets 45 47 Total assets $ 27,333 $ 26,483 Liabilities Current liabilities: Accounts payable $ 954 $ 5,607 Accrued expenses and other current liabilities 939 1,355 Deferred revenue and customer deposits — 2 Operating lease liabilities 404 393 Total current liabilities 2,297 7,357 Operating lease liabilities 1,814 2,000 Non-recourse debt 1,533 — Total liabilities $ 5,644 $ 9,357 |
Nature of Business, Liquidity_2
Nature of Business, Liquidity and Basis of Presentation (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 01, 2023 USD ($) | May 16, 2023 USD ($) | Mar. 20, 2023 shares | Jun. 30, 2023 USD ($) customer | Jun. 30, 2022 customer | Jun. 30, 2023 USD ($) customer | Jun. 30, 2022 customer | Dec. 31, 2022 USD ($) customer | |
Subsidiary, Sale of Stock [Line Items] | ||||||||
Long-term debt | $ 957,830,000 | $ 957,830,000 | $ 411,579,000 | |||||
Sales Revenue, Net | Customer Concentration Risk | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of customers | customer | 3 | 2 | 3 | 2 | ||||
Sales Revenue, Net | Customer Concentration Risk | Customer One | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Concentration risk, percentage | 39% | 57% | 40% | 45% | ||||
Sales Revenue, Net | Customer Concentration Risk | Customer Two | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Concentration risk, percentage | 22% | 16% | 13% | 15% | ||||
Sales Revenue, Net | Customer Concentration Risk | Customer Three | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Concentration risk, percentage | 12% | 12% | ||||||
Accounts Receivable | Customer Concentration Risk | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of customers | customer | 2 | 1 | ||||||
Accounts Receivable | Customer Concentration Risk | Customer One | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Concentration risk, percentage | 65% | 75% | ||||||
Accounts Receivable | Customer Concentration Risk | Customer Two | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Concentration risk, percentage | 19% | |||||||
Asia Pacific | Sales Revenue, Net | Geographic Concentration Risk | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Concentration risk, percentage | 27% | 62% | 17% | 63% | ||||
3% Green Convertible Senior Notes due June 2028 | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Redemption price, percentage | 130% | |||||||
10.25% Senior Secured Notes due March 2027 | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Interest rate percentage | 10.25% | |||||||
Proceeds from debt, net of issuance costs | $ 60,900,000 | |||||||
Redemption price, percentage | 104% | |||||||
SK Ecoplant | Second Tranche Closing | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Loan agreement term | 5 years | |||||||
SK Ecoplant | Series B preferred | Second Tranche Closing | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Shares sold in offering (in shares) | shares | 13,491,701 | |||||||
Recourse Debt | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Long-term debt | $ 839,223,000 | $ 839,223,000 | $ 285,792,000 | |||||
Senior Secured Notes | 3% Green Convertible Senior Notes due June 2028 | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Long-term debt | $ 613,407,000 | $ 613,407,000 | ||||||
Debt face amount | $ 632,500,000 | |||||||
Interest rate percentage | 3% | 3% | 3% | |||||
Debt instrument, unamortized discount | $ 15,800,000 | $ 2,400,000 | $ 2,400,000 | |||||
Debt other issuance costs, net | 3,800,000 | $ 500,000 | $ 500,000 | |||||
Proceeds from debt, net of issuance costs | $ 612,900,000 | |||||||
Senior Secured Notes | 10.25% Senior Secured Notes due March 2027 | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Long-term debt | $ 60,960,000 | |||||||
Interest rate percentage | 10.25% | 10.25% | 10.25% |
Revenue Recognition - Contract
Revenue Recognition - Contract Balances (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||||||
Accounts receivable | $ 351,021 | $ 250,995 | ||||
Contract assets | 35,182 | $ 47,778 | 46,727 | $ 33,374 | $ 13,533 | $ 25,201 |
Customer deposits | 78,820 | 121,085 | ||||
Deferred revenue | $ 85,110 | $ 94,355 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 29, 2021 |
Disaggregation of Revenue [Line Items] | |||
Deferred revenue | $ 85,110 | $ 94,355 | |
SK Ecoplant | |||
Disaggregation of Revenue [Line Items] | |||
Deferred revenue | $ 0 | $ 24,600 | $ 37,000 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | |||
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 | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Contract With Customer, Asset, After Allowance for Credit Loss [Roll Forward] | ||||
Beginning balance | $ 47,778 | $ 13,533 | $ 46,727 | $ 25,201 |
Transferred to accounts receivable from contract assets recognized at the beginning of the period | (23,228) | (1,387) | (27,404) | (15,963) |
Revenue recognized and not billed as of the end of the period | 10,632 | 21,228 | 15,859 | 24,136 |
Ending balance | $ 35,182 | $ 33,374 | $ 35,182 | $ 33,374 |
Revenue Recognition - Deferred
Revenue Recognition - Deferred Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Contract With Customer, Liability, Deferred Revenue [Roll Forward] | ||||
Beginning balance | $ 87,848 | $ 103,489 | $ 94,355 | $ 115,476 |
Additions | 265,408 | 182,067 | 490,346 | 348,744 |
Revenue recognized | (268,146) | (189,179) | (499,591) | (367,843) |
Ending balance | $ 85,110 | $ 96,377 | $ 85,110 | $ 96,377 |
Revenue Recognition - Revenue b
Revenue Recognition - Revenue by Source (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue from contract with customers | $ 285,291 | $ 227,574 | $ 544,062 | $ 412,595 |
Total revenue | 301,095 | 243,236 | 576,286 | 444,275 |
Product | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue from contract with customers | 214,706 | 173,625 | 408,451 | 307,172 |
Total revenue | 214,706 | 173,625 | 408,451 | 307,172 |
Installation | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue from contract with customers | 24,321 | 12,729 | 44,846 | 26,282 |
Total revenue | 24,321 | 12,729 | 44,846 | 26,282 |
Service | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue from contract with customers | 42,298 | 38,426 | 82,961 | 73,665 |
Total revenue | 42,298 | 38,426 | 82,961 | 73,665 |
Electricity | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue from contract with customers | 3,966 | 2,794 | 7,804 | 5,476 |
Electricity revenue | 15,804 | 15,662 | 32,224 | 31,680 |
Total revenue | $ 19,770 | $ 18,456 | $ 40,028 | $ 37,156 |
Financial Instruments - Cash an
Financial Instruments - Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Securities, Available-for-sale [Line Items] | |||||
Cash and cash equivalents | [1] | $ 767,055 | $ 348,498 | ||
Restricted cash | 155,489 | 169,868 | |||
Cash, cash equivalents and restricted cash | 922,544 | 518,366 | $ 414,179 | $ 615,114 | |
Cash | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Cash, cash equivalents and restricted cash | 307,575 | 226,463 | |||
Money market funds | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Cash, cash equivalents and restricted cash | $ 614,969 | $ 291,903 | |||
[1] 1 We have a variable interest entity related to PPA V (see Note 10 - Portfolio F inancing s ) and a joint venture in the Republic of Korea (see Note 15 - SK ecoplant Strategic Investment ), which represent a portion of the consolidated balances recorded within these financial statement line items. |
Financial Instruments - Restric
Financial Instruments - Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2019 | |
Variable Interest Entity [Line Items] | ||||
Restricted cash, current | [1] | $ 45,811 | $ 51,515 | |
Restricted cash related to PPA Entities | [1] | 109,678 | 118,353 | |
Restricted cash | 155,489 | 169,868 | ||
Consolidated Entity, Excluding Consolidated VIE | ||||
Variable Interest Entity [Line Items] | ||||
Restricted cash, current | 45,161 | 50,965 | ||
Restricted cash related to PPA Entities | 101,678 | 110,353 | ||
Variable Interest Entity, Primary Beneficiary | ||||
Variable Interest Entity [Line Items] | ||||
Restricted cash, current | 650 | 550 | ||
Restricted cash related to PPA Entities | 8,000 | 8,000 | ||
Variable Interest Entity, Primary Beneficiary | Power Purchase Agreements Entities | ||||
Variable Interest Entity [Line Items] | ||||
Restricted cash, current | 650 | 550 | ||
Restricted cash related to PPA Entities | 8,000 | 8,000 | ||
Variable Interest Entity, Primary Beneficiary | PPA II | ||||
Variable Interest Entity [Line Items] | ||||
Restricted cash, current | 31,100 | 40,600 | ||
Restricted cash related to PPA Entities | 16,300 | 28,500 | ||
Restricted cash | 47,400 | 69,100 | ||
Variable Interest Entity, Primary Beneficiary | PPA IIIB | ||||
Variable Interest Entity [Line Items] | ||||
Restricted cash, current | 800 | 1,200 | ||
Restricted cash related to PPA Entities | $ 6,700 | $ 6,700 | ||
Restricted cash | $ 20,000 | |||
[1] 1 We have a variable interest entity related to PPA V (see Note 10 - Portfolio F inancing s ) and a joint venture in the Republic of Korea (see Note 15 - SK ecoplant Strategic Investment ), which represent a portion of the consolidated balances recorded within these financial statement line items. |
Financial Instruments - Narrati
Financial Instruments - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Cash and Cash Equivalents [Abstract] | ||||
Cash proceeds from derecognition of accounts receivable | $ 0 | $ 90,900,000 | $ 59,600,000 | $ 137,300,000 |
Cost of factoring | $ 0 | $ 900,000 | $ 700,000 | $ 1,200,000 |
Fair Value - Financial Assets a
Fair Value - Financial Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Assets | ||
Total assets | $ 614,969 | $ 291,903 |
Liabilities | ||
Total liabilities | 3,834 | 5,895 |
Money market funds | ||
Assets | ||
Money market funds | 614,969 | 291,903 |
Embedded EPP derivatives | ||
Liabilities | ||
Derivatives | 3,834 | 5,895 |
Level 1 | ||
Assets | ||
Total assets | 614,969 | 291,903 |
Liabilities | ||
Total liabilities | 0 | 0 |
Level 1 | Money market funds | ||
Assets | ||
Money market funds | 614,969 | 291,903 |
Level 1 | Embedded EPP derivatives | ||
Liabilities | ||
Derivatives | 0 | 0 |
Level 2 | ||
Assets | ||
Total assets | 0 | 0 |
Liabilities | ||
Total liabilities | 0 | 0 |
Level 2 | Money market funds | ||
Assets | ||
Money market funds | 0 | 0 |
Level 2 | Embedded EPP derivatives | ||
Liabilities | ||
Derivatives | 0 | 0 |
Level 3 | ||
Assets | ||
Total assets | 0 | 0 |
Liabilities | ||
Total liabilities | 3,834 | 5,895 |
Level 3 | Money market funds | ||
Assets | ||
Money market funds | 0 | 0 |
Level 3 | Embedded EPP derivatives | ||
Liabilities | ||
Derivatives | $ 3,834 | $ 5,895 |
Fair Value - Change in Level 3
Fair Value - Change in Level 3 Financial Assets (Details) - Embedded EPP derivatives $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 5,895 |
EPP liability settlement | (3,160) |
Changes in fair value | 1,099 |
Ending balance | $ 3,834 |
Fair Value - Estimated Fair Val
Fair Value - Estimated Fair Values and Carrying Values for Customer Receivables and Debt Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 01, 2023 | May 16, 2023 | Dec. 31, 2022 |
3% Green Convertible Senior Notes due June 2028 | Senior Secured Notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Interest rate percentage | 3% | 3% | ||
2.5% Green Convertible Senior Notes due August 2025 | Senior Secured Notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Interest rate percentage | 2.50% | 2.50% | ||
10.25% Senior Secured Notes due March 2027 | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Interest rate percentage | 10.25% | |||
10.25% Senior Secured Notes due March 2027 | Senior Secured Notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Interest rate percentage | 10.25% | 10.25% | ||
3.04% Senior Secured Notes due June 2031 | Senior Secured Notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Interest rate percentage | 3.04% | |||
4.6% Term Loan due March 2026 | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Interest rate percentage | 4.60% | |||
4.6% Term Loan due March 2026 | Term Loan | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Interest rate percentage | 4.60% | |||
Net Carrying Value | 3% Green Convertible Senior Notes due June 2028 | Senior Secured Notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt instrument | $ 613,407 | $ 0 | ||
Net Carrying Value | 2.5% Green Convertible Senior Notes due August 2025 | Senior Secured Notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt instrument | 225,816 | 224,832 | ||
Net Carrying Value | 10.25% Senior Secured Notes due March 2027 | Senior Secured Notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt instrument | 0 | 60,960 | ||
Net Carrying Value | 3.04% Senior Secured Notes due June 2031 | Senior Secured Notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt instrument | 117,074 | 125,787 | ||
Net Carrying Value | 4.6% Term Loan due March 2026 | Term Loan | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt instrument | 1,533 | 0 | ||
Fair Value | 3% Green Convertible Senior Notes due June 2028 | Senior Secured Notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt instrument | 718,773 | 0 | ||
Fair Value | 2.5% Green Convertible Senior Notes due August 2025 | Senior Secured Notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt instrument | 278,415 | 309,488 | ||
Fair Value | 10.25% Senior Secured Notes due March 2027 | Senior Secured Notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt instrument | 0 | 60,472 | ||
Fair Value | 3.04% Senior Secured Notes due June 2031 | Senior Secured Notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt instrument | 108,562 | 117,028 | ||
Fair Value | 4.6% Term Loan due March 2026 | Term Loan | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt instrument | $ 1,329 | $ 0 |
Balance Sheet Components - Inve
Balance Sheet Components - Inventories, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Raw materials | $ 223,526 | $ 165,446 | |
Finished goods | 188,803 | 58,288 | |
Work-in-progress | 55,937 | 44,660 | |
Inventory, net | [1] | 468,266 | 268,394 |
Inventory reserves | $ 16,800 | $ 17,200 | |
[1] 1 We have a variable interest entity related to PPA V (see Note 10 - Portfolio F inancing s ) and a joint venture in the Republic of Korea (see Note 15 - SK ecoplant Strategic Investment ), which represent a portion of the consolidated balances recorded within these financial statement line items. |
Balance Sheet Components - Prep
Balance Sheet Components - Prepaid Expense and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Receivables from employees | $ 10,922 | $ 6,553 | |
Deferred expenses | 8,182 | 0 | |
Tax receivables | 4,422 | 3,676 | |
Prepaid hardware and software maintenance | 3,306 | 4,290 | |
Prepaid managed services | 2,773 | 4,405 | |
Advance income tax provision | 1,998 | 783 | |
Deposits made | 1,683 | 1,409 | |
Prepaid workers compensation | 1,163 | 5,536 | |
Prepaid deferred commissions | 832 | 1,002 | |
Other prepaid expenses and other current assets | 14,542 | 15,989 | |
Prepaid expenses and other current assets | [1] | $ 49,823 | $ 43,643 |
[1] 1 We have a variable interest entity related to PPA V (see Note 10 - Portfolio F inancing s ) and a joint venture in the Republic of Korea (see Note 15 - SK ecoplant Strategic Investment ), which represent a portion of the consolidated balances recorded within these financial statement line items. |
Balance Sheet Components - Prop
Balance Sheet Components - Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 988,507 | $ 944,598 | |
Less: accumulated depreciation | (382,500) | (344,184) | |
Property, plant and equipment, net | [1] | 606,007 | 600,414 |
Energy Servers | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 545,047 | 538,912 | |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 159,171 | 145,555 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 105,888 | 104,528 | |
Construction-in-progress | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 92,896 | 72,174 | |
Buildings | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 49,424 | 49,240 | |
Computers, software and hardware | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 26,359 | 24,608 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 9,722 | $ 9,581 | |
[1] 1 We have a variable interest entity related to PPA V (see Note 10 - Portfolio F inancing s ) and a joint venture in the Republic of Korea (see Note 15 - SK ecoplant Strategic Investment ), which represent a portion of the consolidated balances recorded within these financial statement line items. |
Balance Sheet Components - Pr_2
Balance Sheet Components - Property Plant and Equipment, Net Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Property Subject to or Available for Operating Lease [Line Items] | |||||
Depreciation and amortization | $ 35,668 | $ 30,697 | |||
Variable Interest Entity, Primary Beneficiary | |||||
Property Subject to or Available for Operating Lease [Line Items] | |||||
Property, plant and equipment | $ 226,000 | 226,000 | $ 226,000 | ||
Accumulated depreciation | 99,900 | 99,900 | $ 92,700 | ||
Operating leases, depreciation expense | 3,600 | $ 5,600 | 7,200 | 11,500 | |
Property, plant and equipment | |||||
Property Subject to or Available for Operating Lease [Line Items] | |||||
Depreciation and amortization | $ 17,500 | $ 16,300 | $ 35,700 | $ 30,700 |
Balance Sheet Components - Othe
Balance Sheet Components - Other Long-Term Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Deferred commissions | $ 8,860 | $ 8,320 | |
Long-term lease receivable | 7,817 | 8,076 | |
Deferred expenses | 6,669 | 0 | |
Prepaid insurance | 3,541 | 4,047 | |
Deposits made | 2,695 | 2,672 | |
Prepaid managed services | 2,056 | 2,373 | |
Deferred tax asset | 1,399 | 1,151 | |
Prepaid and other long-term assets | 10,389 | 13,566 | |
Other long-term assets | [1] | $ 43,426 | $ 40,205 |
[1] 1 We have a variable interest entity related to PPA V (see Note 10 - Portfolio F inancing s ) and a joint venture in the Republic of Korea (see Note 15 - SK ecoplant Strategic Investment ), which represent a portion of the consolidated balances recorded within these financial statement line items. |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Warranty (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Product performance | $ 13,926 | $ 16,901 |
Product warranty | 980 | 431 |
Accrued warranty liabilities | $ 14,906 | $ 17,332 |
Balance Sheet Components - Stan
Balance Sheet Components - Standard Product Warranty Liability (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Movement in Standard Product Warranty Accrual [Roll Forward] | |
Accrued warranty beginning balance | $ 17,332 |
Accrued warranty, net | 17,474 |
Warranty expenditures during the six-month period | (19,900) |
Accrued warranty ending balance | $ 14,906 |
Balance Sheet Components - Ac_2
Balance Sheet Components - Accrued Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Compensation and benefits | $ 43,833 | $ 48,156 | |
General invoice and purchase order accruals | 26,854 | 44,010 | |
Delaware grant | 9,495 | 9,495 | |
Sales-related liabilities | 6,522 | 7,147 | |
Accrued installation | 5,618 | 7,905 | |
Sales tax liabilities | 5,192 | 6,172 | |
Interest payable | 4,581 | 3,128 | |
Accrued legal expenses | 3,724 | 4,403 | |
Accrued consulting expenses | 2,431 | 1,390 | |
Provision for income tax | 1,995 | 1,140 | |
Finance lease liabilities | 1,136 | 1,024 | |
VAT interim liability | 968 | 418 | |
PPA IV upgrade financing obligations | 247 | 6,076 | |
Current portion of derivative liabilities | 0 | 2,596 | |
Other | 1,252 | 1,123 | |
Total current liabilities | [1] | $ 113,848 | $ 144,183 |
[1] 1 We have a variable interest entity related to PPA V (see Note 10 - Portfolio F inancing s ) and a joint venture in the Republic of Korea (see Note 15 - SK ecoplant Strategic Investment ), which represent a portion of the consolidated balances recorded within these financial statement line items. |
Balance Sheet Components - Pref
Balance Sheet Components - Preferred Stock (Details) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Class of Stock [Line Items] | ||
Preferred stock, authorized (in shares) | 20,000,000 | 20,000,000 |
Preferred stock, par or stated (in dollars per share) | $ 0.0001 | |
Preferred stock, issued (in shares) | 13,491,701 | 0 |
Preferred stock, outstanding (in shares) | 13,491,701 | 0 |
Series B preferred | ||
Class of Stock [Line Items] | ||
Preferred stock, authorized (in shares) | 13,491,701 | |
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 | Jun. 30, 2023 | Jun. 01, 2023 | May 16, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||||
Unpaid Principal Balance | $ 982,571 | $ 419,083 | ||
Current portion of debt | 10,814 | 26,023 | ||
Long-term portion of debt | 947,016 | 385,556 | ||
Total | 957,830 | 411,579 | ||
4.6% Term Loan due March 2026 | ||||
Debt Instrument [Line Items] | ||||
Unpaid Principal Balance | 1,533 | |||
Current portion of debt | 0 | |||
Long-term portion of debt | 1,533 | |||
Total | $ 1,533 | |||
Interest rate percentage | 4.60% | |||
10.25% Senior Secured Notes due March 2027 | ||||
Debt Instrument [Line Items] | ||||
Interest rate percentage | 10.25% | |||
Senior Secured Notes | 3% Green Convertible Senior Notes due June 2028 | ||||
Debt Instrument [Line Items] | ||||
Unpaid Principal Balance | $ 632,500 | |||
Current portion of debt | 0 | |||
Long-term portion of debt | 613,407 | |||
Total | $ 613,407 | |||
Interest rate percentage | 3% | 3% | ||
Senior Secured Notes | 2.5% Green Convertible Senior Notes due August 2025 | ||||
Debt Instrument [Line Items] | ||||
Unpaid Principal Balance | $ 230,000 | 230,000 | ||
Current portion of debt | 0 | 0 | ||
Long-term portion of debt | 225,816 | 224,832 | ||
Total | $ 225,816 | $ 224,832 | ||
Interest rate percentage | 2.50% | 2.50% | ||
Senior Secured Notes | 3.04% Senior Secured Notes due June 30, 2031 | ||||
Debt Instrument [Line Items] | ||||
Unpaid Principal Balance | $ 118,538 | $ 127,430 | ||
Current portion of debt | 10,814 | 13,307 | ||
Long-term portion of debt | 106,260 | 112,480 | ||
Total | $ 117,074 | $ 125,787 | ||
Interest rate percentage | 3.04% | 3.04% | ||
Senior Secured Notes | 10.25% Senior Secured Notes due March 2027 | ||||
Debt Instrument [Line Items] | ||||
Unpaid Principal Balance | $ 61,653 | |||
Current portion of debt | 12,716 | |||
Long-term portion of debt | 48,244 | |||
Total | $ 60,960 | |||
Interest rate percentage | 10.25% | 10.25% | ||
Recourse Debt | ||||
Debt Instrument [Line Items] | ||||
Unpaid Principal Balance | $ 862,500 | $ 291,653 | ||
Current portion of debt | 0 | 12,716 | ||
Long-term portion of debt | 839,223 | 273,076 | ||
Total | 839,223 | 285,792 | ||
Non-recourse Debt | ||||
Debt Instrument [Line Items] | ||||
Unpaid Principal Balance | 120,071 | 127,430 | ||
Current portion of debt | 10,814 | 13,307 | ||
Long-term portion of debt | 107,793 | 112,480 | ||
Total | $ 118,607 | $ 125,787 |
Outstanding Loans and Securit_4
Outstanding Loans and Security Agreements - Recourse Debt Facilities Narrative (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2023 USD ($) day shares | Jun. 01, 2023 USD ($) | May 16, 2023 USD ($) shares $ / shares | May 11, 2023 USD ($) | Aug. 31, 2020 shares | Jun. 30, 2023 USD ($) shares | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) shares | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | ||||||||||
Interest expense | $ 14,000,000 | $ 13,800,000 | $ 25,700,000 | $ 27,900,000 | ||||||
Purchase of capped call related to convertible notes | $ (54,500,000) | (54,522,000) | (54,522,000) | |||||||
Loss on extinguishment of debt | (2,873,000) | (4,233,000) | (2,873,000) | (4,233,000) | ||||||
Non-recourse debt | $ 10,814,000 | 10,814,000 | 10,814,000 | $ 26,023,000 | ||||||
Contractual interest expense | 13,953,000 | 13,814,000 | 25,699,000 | 27,901,000 | ||||||
Unpaid Principal Balance | $ 982,571,000 | $ 982,571,000 | $ 982,571,000 | $ 419,083,000 | ||||||
Class A common stock | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.1000 | |||||||||
Number of shares underlying the Capped Calls (in shares) | shares | 33,549,508 | |||||||||
Convertible stock price (in dollars per share) | $ / shares | $ 26,460 | |||||||||
Convertible stock price premium | 100% | |||||||||
3% Green Convertible Senior Notes due June 2028 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Redemption price, percentage | 130% | |||||||||
3% Green Convertible Senior Notes due June 2028 | Senior Secured Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest Rate | 3% | 3% | 3% | 3% | ||||||
Debt face amount | $ 632,500,000 | |||||||||
Debt instrument, unamortized discount | $ 2,400,000 | 15,800,000 | $ 2,400,000 | $ 2,400,000 | ||||||
Debt other issuance costs, net | $ 500,000 | 3,800,000 | $ 500,000 | $ 500,000 | ||||||
Proceeds from debt, net of issuance costs | 612,900,000 | |||||||||
Additional purchase option | $ 82,500,000 | |||||||||
Debt instrument, percentage of product closing price | 98% | |||||||||
Period to receive special interest in event of default | 180 days | |||||||||
Special interest received in event of default as percentage of principal | 0.50% | 0.50% | 0.50% | |||||||
Convertible, conversion ratio | 0.0530427 | |||||||||
Effective percentage | 3.80% | |||||||||
Interest expense | $ 2,900,000 | |||||||||
Unamortized debt issuance cost | $ 19,100,000 | 19,100,000 | $ 19,100,000 | |||||||
Non-recourse debt | 0 | 0 | 0 | |||||||
Unpaid Principal Balance | $ 632,500,000 | $ 632,500,000 | $ 632,500,000 | |||||||
3% Green Convertible Senior Notes due June 2028 | Senior Secured Notes | Debt Conversion Terms Two | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Threshold trading days | day | 5 | |||||||||
Threshold consecutive trading days | day | 5 | |||||||||
3% Green Convertible Senior Notes due June 2028 | Senior Secured Notes | Debt Conversion Terms One | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Threshold trading days | shares | 20 | |||||||||
Threshold consecutive trading days | shares | 30 | |||||||||
3% Green Convertible Senior Notes due June 2028 | Senior Secured Notes | Class A common stock | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Initial strike price (in dollars per share) | $ / shares | $ 18,850 | |||||||||
Number of shares convertible from notes | shares | 47,807,955 | 47,807,955 | 47,807,955 | |||||||
3% Green Convertible Senior Notes due June 2028 | Senior Secured Notes | Maximum | Class A common stock | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Convertible, number of equity instruments (in shares) | shares | 22,543 | |||||||||
10.25% Senior Secured Notes due March 2027 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest Rate | 10.25% | |||||||||
Proceeds from debt, net of issuance costs | $ 60,900,000 | |||||||||
Redemption price, percentage | 104% | |||||||||
10.25% Senior Secured Notes due March 2027 | Senior Secured Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest Rate | 10.25% | 10.25% | 10.25% | 10.25% | ||||||
Non-recourse debt | $ 12,716,000 | |||||||||
Contractual interest expense | $ 1,000,000 | 1,900,000 | $ 2,700,000 | 3,800,000 | ||||||
Amortization of issuance costs | 0 | 100,000 | 100,000 | 200,000 | ||||||
Unpaid Principal Balance | $ 61,653,000 | |||||||||
10.25% Senior Secured Notes due March 2027 | Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest Rate | 10.25% | |||||||||
Secured long-term debt, noncurrent | $ 57,600,000 | $ 57,600,000 | $ 57,600,000 | $ 48,900,000 | ||||||
Called and retired, percentage | 1.04 | |||||||||
Premium percentage | 0.04 | 0.04 | 0.04 | |||||||
Debt instrument, unamortized premium | $ 2,300,000 | $ 2,300,000 | $ 2,300,000 | |||||||
Accrued interest | $ 1,000,000 | $ 1,000,000 | 1,000,000 | |||||||
Loss on extinguishment of debt | $ (2,900,000) | |||||||||
Non-recourse debt | $ 12,700,000 | |||||||||
2.5% Green Convertible Senior Notes due August 2025 | Senior Secured Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest Rate | 2.50% | 2.50% | 2.50% | 2.50% | ||||||
Non-recourse debt | $ 0 | $ 0 | $ 0 | $ 0 | ||||||
Contractual interest expense | 2,000,000 | 2,000,000 | 3,900,000 | 3,900,000 | ||||||
Amortization of issuance costs | 500,000 | $ 500,000 | 1,000,000 | $ 1,000,000 | ||||||
Unpaid Principal Balance | $ 230,000,000 | $ 230,000,000 | $ 230,000,000 | $ 230,000,000 | ||||||
4.6% Term Loan due March 2026 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest Rate | 4.60% | 4.60% | 4.60% | |||||||
Non-recourse debt | $ 0 | $ 0 | $ 0 | |||||||
Unpaid Principal Balance | $ 1,533,000 | $ 1,533,000 | $ 1,533,000 |
Outstanding Loans and Securit_5
Outstanding Loans and Security Agreements - Non-recourse Debt Facilities (Details) - Senior Secured Notes - 3.04% Senior Secured Notes due June 2031 - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Interest Rate | 3.04% | |
Debt minimum debt service reserves required | $ 8 | $ 8 |
PPA Company IIIA | ||
Debt Instrument [Line Items] | ||
Interest Rate | 3.04% |
Outstanding Loans and Securit_6
Outstanding Loans and Security Agreements - Schedule of Repayments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||
Remainder of 2023 | $ 4,414 | $ 4,414 | |||
2024 | 11,483 | 11,483 | |||
2025 | 242,591 | 242,591 | |||
2026 | 15,356 | 15,356 | |||
2027 | 647,567 | 647,567 | |||
Thereafter | 61,160 | 61,160 | |||
Total | 982,571 | 982,571 | $ 419,083 | ||
Interest expense | $ 14,000 | $ 13,800 | $ 25,700 | $ 27,900 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Leases [Abstract] | |||||
Rent expense | $ 5,700 | $ 4,700 | $ 11,300 | $ 9,200 | |
Financing obligations | $ 424,811 | $ 424,811 | $ 442,063 |
Leases - Operating and Financin
Leases - Operating and Financing Lease Right-of-Use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | |
Assets and Liabilities, Lessee: | |||
Operating lease right-of-use assets, net | [1] | $ 132,452 | $ 126,955 |
Current operating lease liabilities | [1] | (17,168) | (16,227) |
Non-current operating lease liabilities | [1] | (137,667) | (132,363) |
Total operating lease liabilities | $ (154,835) | $ (148,590) | |
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 | $ 3,022 | $ 2,824 | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Current | Other Liabilities, Current | |
Less: current financing obligations | $ (1,136) | $ (1,024) | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent | |
Non-current finance lease liabilities | $ (2,074) | $ (1,971) | |
Present value of net minimum lease payments | (3,210) | (2,995) | |
Total lease liabilities | $ (158,045) | $ (151,585) | |
[1] 1 We have a variable interest entity related to PPA V (see Note 10 - Portfolio F inancing s ) and a joint venture in the Republic of Korea (see Note 15 - SK ecoplant Strategic Investment ), which represent a portion of the consolidated balances recorded within these financial statement line items. |
Leases - Costs (Details)
Leases - Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Leases [Abstract] | ||||
Operating lease costs | $ 8,166 | $ 6,049 | $ 15,965 | $ 11,885 |
Amortization of right-of-use assets | 194 | 263 | 395 | 521 |
Interest on lease liabilities | 69 | 52 | 131 | 105 |
Total financing lease costs | 263 | 315 | 526 | 626 |
Short-term lease costs | 733 | 167 | 1,177 | 241 |
Total lease costs | $ 9,162 | $ 6,531 | $ 17,668 | $ 12,752 |
Leases - Weighted Average Remai
Leases - Weighted Average Remaining Lease Terms and Discount Rates (Details) | Jun. 30, 2023 | Dec. 31, 2022 |
Weighted average remaining lease term: | ||
Operating leases | 8 years | 8 years 7 months 6 days |
Finance leases | 3 years 4 months 24 days | 3 years 3 months 18 days |
Weighted average discount rate: | ||
Operating leases | 12.40% | 10.30% |
Finance leases | 9.10% | 6.90% |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Operating Leases | |||||
Remainder of 2023 | $ 15,929 | $ 15,929 | |||
2024 | 27,750 | 27,750 | |||
2025 | 27,753 | 27,753 | |||
2026 | 27,621 | 27,621 | |||
2027 | 26,305 | 26,305 | |||
Thereafter | 97,794 | 97,794 | |||
Total minimum lease payments | 223,152 | 223,152 | |||
Less: amounts representing interest or imputed interest | (68,317) | (68,317) | |||
Present value of lease liabilities | 154,835 | 154,835 | $ 148,590 | ||
Finance Leases | |||||
Remainder of 2023 | 694 | 694 | |||
2024 | 1,245 | 1,245 | |||
2025 | 795 | 795 | |||
2026 | 554 | 554 | |||
2027 | 369 | 369 | |||
Thereafter | 72 | 72 | |||
Total minimum lease payments | 3,729 | 3,729 | |||
Less: imputed interest | (519) | (519) | |||
Present value of net minimum lease payments | 3,210 | 3,210 | 2,995 | ||
Less: current financing obligations | (1,136) | (1,136) | (1,024) | ||
Long-term financing obligations | 2,074 | 2,074 | $ 1,971 | ||
Total revenue from contract with customers | 285,291 | $ 227,574 | 544,062 | $ 412,595 | |
Total lease costs | 9,162 | 6,531 | 17,668 | 12,752 | |
Product | |||||
Finance Leases | |||||
Total revenue from contract with customers | 214,706 | 173,625 | 408,451 | 307,172 | |
Installation | |||||
Finance Leases | |||||
Total revenue from contract with customers | 24,321 | 12,729 | 44,846 | 26,282 | |
Managed Services | Variable Interest Entity, Primary Beneficiary | |||||
Finance Leases | |||||
Remainder of 2023 | 22,819 | 22,819 | |||
2024 | 43,368 | 43,368 | |||
2025 | 42,358 | 42,358 | |||
2026 | 37,778 | 37,778 | |||
2027 | 21,441 | 21,441 | |||
Thereafter | 37,237 | 37,237 | |||
Total minimum lease payments | 205,001 | 205,001 | |||
Less: imputed interest | (109,937) | (109,937) | |||
Present value of net minimum lease payments | 95,064 | 95,064 | |||
Less: current financing obligations | (29,097) | (29,097) | |||
Long-term financing obligations | 65,967 | 65,967 | |||
Recognition of right-of-use assets and lease liabilities from sale and leaseback transactions | 3,800 | 0 | 9,300 | 0 | |
Total lease costs | 2,300 | $ 1,300 | 4,400 | $ 2,600 | |
Managed Services | Variable Interest Entity, Primary Beneficiary | Product | |||||
Finance Leases | |||||
Total revenue from contract with customers | 8,500 | 15,800 | |||
Managed Services | Variable Interest Entity, Primary Beneficiary | Installation | |||||
Finance Leases | |||||
Total revenue from contract with customers | 1,800 | 4,800 | |||
Managed Services | Variable Interest Entity, Primary Beneficiary | Financing Obligations | |||||
Finance Leases | |||||
Total revenue from contract with customers | $ 1,500 | $ 2,700 |
Leases - Payment to be Received
Leases - Payment to be Received (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Lessor, Lease, Description [Line Items] | |
Total minimum lease payments | $ 182,993 |
Variable Interest Entity, Primary Beneficiary | Portfolio Financing | |
Lessor, Lease, Description [Line Items] | |
Remainder of 2023 | 10,458 |
2024 | 21,238 |
2025 | 21,630 |
2026 | 22,092 |
2027 | 22,566 |
Thereafter | $ 85,009 |
Stock-Based Compensation Expe_3
Stock-Based Compensation Expense and Employee Benefit Plans - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | $ 28,479 | $ 32,599 | $ 58,032 | $ 58,907 |
Cost of revenue | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | 5,067 | 4,767 | 9,228 | 8,627 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | 7,678 | 13,213 | 16,088 | 20,295 |
Sales and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | 6,257 | 4,805 | 12,074 | 9,580 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | $ 9,477 | $ 9,814 | $ 20,642 | $ 20,405 |
Stock-Based Compensation Expe_4
Stock-Based Compensation Expense and Employee Benefit Plans - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Outstanding Options/RSUs, Number of Shares | ||
Outstanding, beginning (in shares) | 8,748,309 | |
Exercised (in shares) | (208,404) | |
Expired (in Shares) | (214,405) | |
Outstanding, ending (in shares) | 8,325,500 | 8,748,309 |
Vested and expected to vest (in shares) | 8,323,858 | |
Exercisable (in shares) | 8,280,499 | |
Outstanding Options Weighted Average Exercise Price | ||
Outstanding, beginning (in dollars per share) | $ 20.70 | |
Exercised (in dollar per shares) | 7.21 | |
Expired (in dollar per shares) | 30.39 | |
Outstanding, ending (in dollars per share) | 20.79 | $ 20.70 |
Vested and expected to vest (in dollars per share) | 20.79 | |
Exercisable (in dollars per share) | $ 20.86 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Outstanding, remaining contractual life | 4 years | 4 years 7 months 6 days |
Outstanding, aggregate intrinsic value | $ 27,715 | $ 40,532 |
Vested and expected to vest, remaining contractual life | 4 years | |
Vested and expected to vest, aggregate intrinsic value | $ 27,700 | |
Exercisable, remaining contractual life | 4 years | |
Exercisable, aggregate intrinsic value | $ 27,293 |
Stock-Based Compensation Expe_5
Stock-Based Compensation Expense and Employee Benefit Plans - Stock Options Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Share-based Arrangements with Employees and Nonemployees [Abstract] | |||||
Unrecognized compensation cost related to unvested stock options | $ 0.2 | $ 0.2 | $ 0.4 | ||
Expense expected to be recognized over remaining weighted-average period | 8 months 12 days | 10 months 24 days | |||
Cash received from stock options exercised | $ 0.7 | $ 0.3 | $ 1.5 | $ 1.3 | |
Class A common stock | |||||
Share-based Arrangements with Employees and Nonemployees [Abstract] | |||||
Granted (in shares) | 0 | 0 | 0 | 0 | |
Employee Stock Option | |||||
Share-based Arrangements with Employees and Nonemployees [Abstract] | |||||
Allocated share-based compensation expense | $ 0.1 | $ 3.4 | $ 0.2 | $ 5.5 |
Stock-Based Compensation Expe_6
Stock-Based Compensation Expense and Employee Benefit Plans - Stock Award Activity (Details) - Restricted Stock Units | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Number of Awards Outstanding | |
Unvested balance (in shares) | shares | 9,549,035 |
Granted (in shares) | shares | 4,469,242 |
Vested (in shares) | shares | (2,858,763) |
Forfeited (in shares) | shares | (602,691) |
Unvested balance (in shares) | shares | 10,556,823 |
Weighted Average Grant Date Fair Value | |
Unvested balance (in dollars per share) | $ / shares | $ 19.99 |
Granted (in dollars per share) | $ / shares | 18.57 |
Vested (in dollars per share) | $ / shares | 18.31 |
Forfeited (in dollars per share) | $ / shares | 21.43 |
Unvested balance (in dollars per share) | $ / shares | $ 19.76 |
Stock-Based Compensation Expe_7
Stock-Based Compensation Expense and Employee Benefit Plans - Stock Awards Narrative (Details) - Restricted Stock Units - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Allocated share-based compensation expense | $ 23 | $ 25 | $ 45.7 | $ 46 | |
Unrecognized stock-based compensation cost | $ 159.9 | $ 159.9 | $ 135.7 | ||
Expense expected to be recognized over a weighted-average period | 2 years 2 months 12 days | 1 year 10 months 24 days |
Stock-Based Compensation Expe_8
Stock-Based Compensation Expense and Employee Benefit Plans - Executive Awards Narrative (Details) - 2023 Executive Awards | Feb. 15, 2023 |
Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock-based compensation vesting period | 3 years |
Performance Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock-based compensation vesting period | 3 years |
Stock-Based Compensation Expe_9
Stock-Based Compensation Expense and Employee Benefit Plans - Number of Shares Available for Grant (Details) | 6 Months Ended |
Jun. 30, 2023 shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Available for Grant [Roll Forward] | |
Beginning balance (in shares) | 28,340,641 |
Added to plan (in shares) | 8,948,255 |
Granted (in shares) | (4,399,477) |
Cancelled/Forfeited (in shares) | 757,331 |
Expired (in shares) | (188,617) |
Ending Balance (in shares) | 33,458,133 |
Stock-Based Compensation Exp_10
Stock-Based Compensation Expense and Employee Benefit Plans - Employee Stock Purchase Plan (Details) - 2018 ESPP - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Employee stock ownership plan (ESOP), compensation expense | $ 5.9 | $ 4.4 | $ 12.4 | $ 6.9 | |
Number of shares issued (in shares) | 449,525 | 420,689 | |||
Number of additional shares authorized (in shares) | 2,239,563 | 2,055,792 | |||
Number of common stock reserved for issuance (in shares) | 15,630,754 | 15,630,754 | 13,840,716 | ||
Unrecognized stock-based compensation cost | $ 14.9 | $ 14.9 | $ 12 | ||
Expense expected to be recognized over a weighted-average period | 8 months 12 days | 7 months 6 days |
Portfolio Financings - Schedule
Portfolio Financings - Schedule of PPA Entities' Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | |
Current assets: | |||
Cash and cash equivalents | [1] | $ 767,055 | $ 348,498 |
Restricted cash | [1] | 45,811 | 51,515 |
Accounts receivable | [1] | 351,021 | 250,995 |
Prepaid expenses and other current assets | [1] | 49,823 | 43,643 |
Total current assets | 1,776,399 | 1,055,963 | |
Restricted cash | [1] | 109,678 | 118,353 |
Other long-term assets | [1] | 43,426 | 40,205 |
Total assets | 2,719,902 | 1,946,627 | |
Current liabilities: | |||
Accrued expenses and other current liabilities | [1] | 113,848 | 144,183 |
Deferred revenue and customer deposits | [1] | 137,704 | 159,048 |
Non-recourse debt | [1] | 10,814 | 13,307 |
Total current liabilities | 828,548 | 541,946 | |
Deferred revenue and customer deposits | [1] | 26,226 | 56,392 |
Non-recourse debt | [1] | 107,793 | 112,480 |
Total liabilities | 2,373,667 | 1,567,811 | |
Variable Interest Entity, Primary Beneficiary | |||
Current assets: | |||
Cash and cash equivalents | 694 | 5,008 | |
Restricted cash | 650 | 550 | |
Accounts receivable | 1,800 | 2,072 | |
Prepaid expenses and other current assets | 679 | 1,927 | |
Total current assets | 3,823 | 9,557 | |
Property, plant and equipment, net | 126,159 | 133,285 | |
Restricted cash | 8,000 | 8,000 | |
Other long-term assets | 1,635 | 1,869 | |
Total assets | 139,617 | 152,711 | |
Current liabilities: | |||
Accrued expenses and other current liabilities | 24 | 1,037 | |
Deferred revenue and customer deposits | 662 | 662 | |
Non-recourse debt | 10,814 | 13,307 | |
Total current liabilities | 11,500 | 15,006 | |
Deferred revenue and customer deposits | 4,420 | 4,748 | |
Non-recourse debt | 106,260 | 112,480 | |
Total liabilities | $ 122,180 | $ 132,234 | |
[1] 1 We have a variable interest entity related to PPA V (see Note 10 - Portfolio F inancing s ) and a joint venture in the Republic of Korea (see Note 15 - SK ecoplant Strategic Investment ), which represent a portion of the consolidated balances recorded within these financial statement line items. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | ||
Related Party Transaction [Line Items] | ||||||
Total revenue from related parties | $ 301,095 | $ 243,236 | $ 576,286 | $ 444,275 | ||
Accounts receivable | [1] | 351,021 | 351,021 | $ 250,995 | ||
Related Party | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenue from related parties | 4,585 | $ 10,233 | 5,418 | $ 17,699 | ||
Accounts receivable | $ 5,999 | $ 5,999 | $ 4,257 | |||
[1] 1 We have a variable interest entity related to PPA V (see Note 10 - Portfolio F inancing s ) and a joint venture in the Republic of Korea (see Note 15 - SK ecoplant Strategic Investment ), which represent a portion of the consolidated balances recorded within these financial statement line items. |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Jan. 06, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2017 | Mar. 31, 2012 | ||
Operating Leased Assets [Line Items] | |||||||||||
Restricted cash | $ 155,489 | $ 155,489 | $ 169,868 | ||||||||
Restricted cash | [1] | 45,811 | 45,811 | 51,515 | |||||||
Restricted cash | [1] | 109,678 | 109,678 | 118,353 | |||||||
Grants receivable | $ 16,500 | ||||||||||
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 | 9,500 | 9,500 | 9,500 | ||||||||
Settlement amount | $ 3,000 | ||||||||||
Variable Interest Entity, Primary Beneficiary | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Restricted cash | 650 | 650 | 550 | ||||||||
Restricted cash | 8,000 | 8,000 | 8,000 | ||||||||
PPA II | Variable Interest Entity, Primary Beneficiary | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Restricted cash | 47,400 | 47,400 | 69,100 | ||||||||
Restricted cash | 31,100 | 31,100 | 40,600 | ||||||||
Restricted cash | 16,300 | 16,300 | 28,500 | ||||||||
PPA IIIB | Variable Interest Entity, Primary Beneficiary | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Restricted cash | $ 20,000 | ||||||||||
Restricted cash | 800 | 800 | 1,200 | ||||||||
Restricted cash | 6,700 | 6,700 | $ 6,700 | ||||||||
Term of customer contract for negotiated rates | 7 years | ||||||||||
PPA IIIB | Variable Interest Entity, Primary Beneficiary | Customer Contract Tranche One | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Term of customer contract for negotiated rates | 5 years | ||||||||||
PPA IIIB | Variable Interest Entity, Primary Beneficiary | Customer Contract Tranche Two | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Term of customer contract for negotiated rates | 2 years | ||||||||||
PPA Company 5 | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
PPA expenses | $ 4,100 | $ 9,400 | $ 19,900 | $ 9,700 | |||||||
[1] 1 We have a variable interest entity related to PPA V (see Note 10 - Portfolio F inancing s ) and a joint venture in the Republic of Korea (see Note 15 - SK ecoplant Strategic Investment ), which represent a portion of the consolidated balances recorded within these financial statement line items. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision (benefit) | $ 178 | $ (12) | $ 437 | $ 552 |
Pre-tax loss | $ (68,881) | $ (121,177) | $ (143,539) | $ (203,360) |
Effective income tax rate | (0.30%) | 0.01% | (0.30%) | (0.30%) |
Net Loss per Share Available _3
Net Loss per Share Available to Common Stockholders - Schedule of Antidilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 48,249 | 29,842 | 35,512 | 30,081 |
Convertible notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 31,146 | 14,187 | 22,713 | 14,187 |
Redeemable convertible preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 13,492 | 11,000 | 7,454 | 11,000 |
Stock options and awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 3,611 | 4,655 | 5,345 | 4,894 |
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 | 6 Months Ended | ||||||
Mar. 31, 2023 USD ($) | Mar. 20, 2023 USD ($) installment $ / shares shares | Aug. 10, 2022 shares | Oct. 31, 2021 USD ($) $ / shares shares | Dec. 29, 2021 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Schedule of Equity Method Investments [Line Items] | ||||||||||
Deferred revenue | $ 85,110 | $ 85,110 | $ 94,355 | |||||||
Derecognition of the pre-modification forward contract fair value | 76,242 | |||||||||
Loan commitment asset | 5,259 | 5,259 | 0 | |||||||
Loan commitment asset | 47,533 | 47,533 | 0 | |||||||
Deferred revenue and customer deposits | 26,766 | $ 10,158 | ||||||||
Second Tranche Closing | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Change in fair value | $ 16,100 | |||||||||
SK Ecoplant | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Purchase commitment period | 3 years | |||||||||
Series B redeemable convertible preferred stock | $ 218,000 | |||||||||
Change in fair value | $ 9,700 | |||||||||
Deferred revenue | $ 37,000 | 0 | 0 | 24,600 | ||||||
Revenue recognized | 0 | $ 3,500 | 0 | $ 4,700 | ||||||
Deferred revenue, current | 10,000 | |||||||||
Deferred revenue, noncurrent | $ 14,600 | |||||||||
SK Ecoplant | Initial Investment | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Deferred revenue and customer deposits | 24,600 | |||||||||
SK Ecoplant | Second Tranche Closing | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Net proceeds from stock offering | $ 311,000 | |||||||||
Deferred revenue | 39,500 | 39,500 | ||||||||
Loan agreement term | 5 years | |||||||||
Interest rate | 4.60% | |||||||||
Loan commitment asset | 52,800 | 52,800 | ||||||||
Loan commitment asset | 5,300 | 5,300 | ||||||||
Loan commitment asset | 47,500 | 47,500 | ||||||||
Total consideration | $ 363,800 | |||||||||
Excess consideration | 14,900 | 14,900 | ||||||||
Number of installments | installment | 1 | |||||||||
Redemption notice period | 4 months | |||||||||
Conversion period | 6 months | |||||||||
SK Ecoplant | Second Tranche Closing | SK Ecoplant | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Total consideration | $ 403,300 | |||||||||
SK Ecoplant | Second Tranche Closing | Minimum | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Installment period following written notice of redemption | 60 days | |||||||||
Conversion period | 4 months | |||||||||
SK Ecoplant | Second Tranche Closing | Maximum | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Installment period following written notice of redemption | 90 days | |||||||||
Conversion period | 6 months | |||||||||
SK Ecoplant | Second Tranche Closing | Prepaid Expenses and Other Current Assets | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Excess consideration | 8,200 | 8,200 | ||||||||
SK Ecoplant | Second Tranche Closing | Other long-term assets | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Excess consideration | $ 6,700 | $ 6,700 | ||||||||
SK Ecoplant | Series A Redeemable Convertible Preferred Stock | Initial Investment | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Shares sold in offering (in shares) | shares | 10,000,000 | |||||||||
Temporary equity, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||
Offering price per share (in dollars per share) | $ / shares | $ 25.50 | |||||||||
Net proceeds from stock offering | $ 255,000 | |||||||||
SK Ecoplant | Series A Redeemable Convertible Preferred Stock | Second Tranche Closing | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Derecognition of the pre-modification forward contract fair value | $ 76,200 | |||||||||
SK Ecoplant | Class A common stock | Option To Purchase | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Shares sold in offering (in shares) | shares | 13,491,701 | |||||||||
SK Ecoplant | Series B preferred | Second Tranche Closing | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Shares sold in offering (in shares) | shares | 13,491,701 | |||||||||
Temporary equity, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||
Offering price per share (in dollars per share) | $ / shares | $ 23.05 |
SK ecoplant Strategic Investm_4
SK ecoplant Strategic Investment - Schedule of Aggregate Carrying Values (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | |
Current assets: | |||
Cash and cash equivalents | [1] | $ 767,055 | $ 348,498 |
Accounts receivable | [1] | 351,021 | 250,995 |
Inventories | [1] | 468,266 | 268,394 |
Prepaid expenses and other current assets | [1] | 49,823 | 43,643 |
Total current assets | 1,776,399 | 1,055,963 | |
Operating lease right-of-use assets | [1] | 132,452 | 126,955 |
Other long-term assets | [1] | 43,426 | 40,205 |
Total assets | 2,719,902 | 1,946,627 | |
Current liabilities: | |||
Accounts payable | [1] | 194,503 | 161,770 |
Accrued expenses and other current liabilities | [1] | 113,848 | 144,183 |
Deferred revenue and customer deposits | [1] | 137,704 | 159,048 |
Operating lease liabilities | [1] | 17,168 | 16,227 |
Total current liabilities | 828,548 | 541,946 | |
Operating lease liabilities | [1] | 137,667 | 132,363 |
Non-recourse debt | [1] | 107,793 | 112,480 |
Total liabilities | 2,373,667 | 1,567,811 | |
SK Ecoplant | |||
Current assets: | |||
Cash and cash equivalents | 4,819 | 2,591 | |
Accounts receivable | 5,999 | 4,257 | |
Inventories | 11,586 | 13,412 | |
Prepaid expenses and other current assets | 1,475 | 2,645 | |
Total current assets | 23,879 | 22,905 | |
Property, plant and equipment, net | 1,051 | 1,141 | |
Operating lease right-of-use assets | 2,358 | 2,390 | |
Other long-term assets | 45 | 47 | |
Total assets | 27,333 | 26,483 | |
Current liabilities: | |||
Accounts payable | 954 | 5,607 | |
Accrued expenses and other current liabilities | 939 | 1,355 | |
Deferred revenue and customer deposits | 0 | 2 | |
Operating lease liabilities | 404 | 393 | |
Total current liabilities | 2,297 | 7,357 | |
Operating lease liabilities | 1,814 | 2,000 | |
Non-recourse debt | 1,533 | 0 | |
Total liabilities | $ 5,644 | $ 9,357 | |
[1] 1 We have a variable interest entity related to PPA V (see Note 10 - Portfolio F inancing s ) and a joint venture in the Republic of Korea (see Note 15 - SK ecoplant Strategic Investment ), which represent a portion of the consolidated balances recorded within these financial statement line items. |