Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 05, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
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, $0.0001 par value | |
Trading Symbol | BE | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 227,643,371 | |
Entity Central Index Key | 0001664703 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | |
Current assets: | |||
Cash and cash equivalents | [1] | $ 581,684 | $ 664,593 |
Restricted cash | [1] | 25,167 | 46,821 |
Accounts receivable, less allowance for doubtful accounts | [1],[2] | 524,000 | 340,740 |
Contract assets | [3] | 90,388 | 41,366 |
Inventories | [1] | 520,216 | 502,515 |
Deferred cost of revenue | [4] | 48,457 | 45,984 |
Prepaid expenses and other current assets | [1],[5] | 40,102 | 51,148 |
Total current assets | 1,830,014 | 1,693,167 | |
Property, plant and equipment, net | [1] | 494,377 | 493,352 |
Operating lease right-of-use assets | [1],[6] | 134,972 | 139,732 |
Restricted cash | [1] | 30,953 | 33,764 |
Deferred cost of revenue | 3,565 | 3,454 | |
Other long-term assets | [1],[7] | 54,163 | 50,208 |
Total assets | 2,548,044 | 2,413,677 | |
Current liabilities: | |||
Accounts payable | [1],[8] | 104,201 | 132,078 |
Accrued warranty | 12,388 | 19,326 | |
Accrued expenses and other current liabilities | [1],[9] | 116,399 | 130,879 |
Deferred revenue and customer deposits | [1],[10] | 112,032 | 128,922 |
Operating lease liabilities | [1],[11] | 20,123 | 20,245 |
Financing obligations | 28,332 | 38,972 | |
Total current liabilities | 393,475 | 470,422 | |
Deferred revenue and customer deposits | [1],[12] | 28,589 | 19,140 |
Operating lease liabilities | [1],[13] | 137,209 | 141,939 |
Financing obligations | 408,384 | 405,824 | |
Recourse debt | 1,121,011 | 842,006 | |
Non-recourse debt | [1],[14] | 4,347 | 4,627 |
Other long-term liabilities | 8,479 | 9,049 | |
Total liabilities | 2,101,494 | 1,893,007 | |
Commitments and contingencies | |||
Stockholders’ equity: | |||
Common stock: $0.0001 par value; Class A shares — 600,000,000 shares and 600,000,000 shares authorized, and 227,556,594 shares and 224,717,533 shares issued and outstanding, and Class B shares — 470,092,742 shares and 600,000,000 shares authorized, and no shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively | 23 | 21 | |
Additional paid-in capital | 4,413,233 | 4,370,343 | |
Accumulated other comprehensive loss | (2,301) | (1,687) | |
Accumulated deficit | (3,987,702) | (3,866,599) | |
Total equity attributable to common stockholders | 423,253 | 502,078 | |
Noncontrolling interest | 23,297 | 18,592 | |
Total stockholders’ equity | 446,550 | 520,670 | |
Total liabilities and stockholders’ equity | $ 2,548,044 | $ 2,413,677 | |
[1] We have a variable interest entity related to a joint venture in the Republic of Korea (see Note 15 — SK ecoplant Strategic Investment ), which represents 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, 2024 | Dec. 31, 2023 | |
Allowance for doubtful accounts | $ 119,000 | $ 119,000 | |
Accounts receivable | [1],[2] | 524,000 | 340,740 |
Contract assets | [3] | 90,388 | 41,366 |
Deferred cost of revenue | [4] | 48,457 | 45,984 |
Prepaid expenses and other current assets | [1],[5] | 40,102 | 51,148 |
Operating lease right-of-use assets | [1],[6] | 134,972 | 139,732 |
Other long-term assets | [1],[7] | 54,163 | 50,208 |
Accounts payable | [1],[8] | 104,201 | 132,078 |
Accrued expenses and other current liabilities | [1],[9] | 116,399 | 130,879 |
Deferred revenue and customer deposits | [1],[10] | 112,032 | 128,922 |
Operating lease liabilities | [1],[11] | 20,123 | 20,245 |
Deferred revenue and customer deposits | [1],[12] | 28,589 | 19,140 |
Operating lease liabilities | [1],[13] | 137,209 | 141,939 |
Non-recourse debt | [1],[14] | 4,347 | 4,627 |
Related Party | |||
Accounts receivable | 348,178 | 262,031 | |
Contract assets | 898 | 6,872 | |
Deferred cost of revenue | 0 | 875 | |
Prepaid expenses and other current assets | 1,302 | 2,257 | |
Operating lease right-of-use assets | 1,702 | 2,031 | |
Other long-term assets | 9,474 | 9,069 | |
Accounts payable | 0 | 77 | |
Accrued expenses and other current liabilities | 5,808 | 3,427 | |
Deferred revenue and customer deposits | 8,573 | 1,707 | |
Operating lease liabilities | 443 | 440 | |
Deferred revenue and customer deposits | 4,300 | 6,700 | |
Operating lease liabilities | 1,290 | 1,617 | |
Non-recourse debt | $ 4,300 | $ 4,600 | |
Class A common stock | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, authorized (in shares) | 600,000,000 | 600,000,000 | |
Common stock, issued (in shares) | 227,556,594 | 224,717,533 | |
Common stock, outstanding (in shares) | 227,556,594 | 224,717,533 | |
Class B common stock | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, authorized (in shares) | 470,092,742 | 600,000,000 | |
Common stock, issued (in shares) | 0 | 0 | |
Common stock, outstanding (in shares) | 0 | 0 | |
[1] We have a variable interest entity related to a joint venture in the Republic of Korea (see Note 15 — SK ecoplant Strategic Investment ), which represents a portion of the consolidated balances recorded within these financial statement line items. |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Revenue: | |||||
Total revenue | [1] | $ 335,767 | $ 301,095 | $ 571,065 | $ 576,286 |
Cost of revenue: | |||||
Total cost of revenue | 267,245 | 244,745 | 464,467 | 465,669 | |
Gross profit | 68,522 | 56,350 | 106,598 | 110,617 | |
Operating expenses: | |||||
Research and development | 37,364 | 41,493 | 72,849 | 87,183 | |
Sales and marketing | 17,901 | 26,822 | 31,500 | 53,933 | |
General and administrative | [2] | 36,385 | 42,491 | 74,394 | 87,638 |
Total operating expenses | 91,650 | 110,806 | 178,743 | 228,754 | |
Loss from operations | (23,128) | (54,456) | (72,145) | (118,137) | |
Interest income | 6,430 | 4,357 | 13,961 | 6,352 | |
Interest expense | [3] | (15,376) | (13,953) | (29,922) | (25,699) |
Other expense, net | [4] | (985) | (740) | (2,155) | (2,083) |
Loss on extinguishment of debt | (27,182) | (2,873) | (27,182) | (2,873) | |
(Loss) gain on revaluation of embedded derivatives | (88) | (1,216) | 70 | (1,099) | |
Loss before income taxes | (60,329) | (68,881) | (117,373) | (143,539) | |
Income tax provision | 856 | 178 | 355 | 437 | |
Net loss | (61,185) | (69,059) | (117,728) | (143,976) | |
Less: Net income (loss) attributable to noncontrolling interest | 602 | (2,998) | 1,583 | (6,348) | |
Net loss attributable to common stockholders | $ (61,787) | $ (66,061) | $ (119,311) | $ (137,628) | |
Net loss per share available to common stockholders, basic (in dollars per share) | $ (0.27) | $ (0.32) | $ (0.53) | $ (0.66) | |
Net loss per share available to common stockholders, diluted (in dollars per share) | $ (0.27) | $ (0.32) | $ (0.53) | $ (0.66) | |
Weighted average shares used to compute net loss per share available to common stockholders, basic (in shares) | 227,167 | 208,692 | 226,377 | 207,714 | |
Weighted average shares used to compute net loss per share available to common stockholders, diluted (in shares) | 227,167 | 208,692 | 226,377 | 207,714 | |
Product | |||||
Revenue: | |||||
Total revenue | [1] | $ 226,308 | $ 214,706 | $ 379,672 | $ 408,451 |
Cost of revenue: | |||||
Total cost of revenue | 161,332 | 145,146 | 277,089 | 274,759 | |
Installation | |||||
Revenue: | |||||
Total revenue | [1] | 42,733 | 24,321 | 54,177 | 44,846 |
Cost of revenue: | |||||
Total cost of revenue | 44,298 | 26,879 | 59,651 | 51,979 | |
Service | |||||
Revenue: | |||||
Total revenue | [1] | 52,531 | 42,298 | 108,991 | 82,961 |
Cost of revenue: | |||||
Total cost of revenue | 52,401 | 57,263 | 108,907 | 108,507 | |
Electricity | |||||
Revenue: | |||||
Total revenue | [1] | 14,195 | 19,770 | 28,225 | 40,028 |
Cost of revenue: | |||||
Total cost of revenue | $ 9,214 | $ 15,457 | $ 18,820 | $ 30,424 | |
[1] Including related party revenue of $86.8 million and $209.0 million for the three and six months ended June 30, 2024, respectively, and $4.6 million and $5.4 million for the three and six months ended June 30, 2023, respectively. Including related party general and administrative expenses of $0.2 million and $0.4 million for the three and six months ended June 30, 2024. There were no related party general and administrative expenses for the three and six months ended June 30, 2023. Including related party interest expense of $0.1 million and $0.1 million for the three and six months ended June 30, 2024. There was no rel ated party interest expense for the three and six months ended June 30, 2023. Including related party other expense, net of $0.4 million and $0.9 million for the three and six months ended June 30, 2024. There was no related party other expense, net for the three and six months ended June 30, 2023. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Total revenue | [1] | $ 335,767,000 | $ 301,095,000 | $ 571,065,000 | $ 576,286,000 |
General and administrative | [2] | 36,385,000 | 42,491,000 | 74,394,000 | 87,638,000 |
Other expense, net | [3] | (985,000) | (740,000) | (2,155,000) | (2,083,000) |
Related Party | |||||
Total revenue | 86,846,000 | 4,585,000 | 209,014,000 | 5,418,000 | |
General and administrative | 158,000 | 0 | 361,000 | 0 | |
Interest expense | 100,000 | 0 | 100,000 | 0 | |
Other expense, net | $ (376,000) | $ 0 | $ (867,000) | $ 0 | |
[1] Including related party revenue of $86.8 million and $209.0 million for the three and six months ended June 30, 2024, respectively, and $4.6 million and $5.4 million for the three and six months ended June 30, 2023, respectively. Including related party general and administrative expenses of $0.2 million and $0.4 million for the three and six months ended June 30, 2024. There were no related party general and administrative expenses for the three and six months ended June 30, 2023. Including related party other expense, net of $0.4 million and $0.9 million for the three and six months ended June 30, 2024. There was no related party other expense, net for the three and six months ended June 30, 2023. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (61,185) | $ (69,059) | $ (117,728) | $ (143,976) |
Other comprehensive loss, net of taxes: | ||||
Foreign currency translation adjustment | (502) | (722) | (1,450) | (993) |
Other comprehensive loss, net of taxes | (502) | (722) | (1,450) | (993) |
Comprehensive loss | (61,687) | (69,781) | (119,178) | (144,969) |
Less: Comprehensive income (loss) attributable to noncontrolling interest | 262 | (3,019) | 747 | (6,539) |
Comprehensive loss attributable to common stockholders | $ (61,949) | $ (66,762) | $ (119,925) | $ (138,430) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Stockholders’ Equity - USD ($) $ in Thousands | Total | Total Equity Attributable to Common Stockholders | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Noncontrolling Interest |
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 Series B redeemable convertible preferred stock | 16,145 | 16,145 | 16,145 | ||||
Contributions from noncontrolling interest | 6,979 | 0 | 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) income | (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) income | (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 |
Beginning balance (in shares) at Dec. 31, 2023 | 224,717,533 | ||||||
Beginning balance at Dec. 31, 2023 | 520,670 | 502,078 | $ 21 | 4,370,343 | (1,687) | (3,866,599) | 18,592 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of restricted stock awards (in shares) | 2,087,979 | ||||||
Issuance of restricted stock awards | 2 | 2 | $ 2 | ||||
ESPP purchase (in shares) | 632,688 | ||||||
ESPP purchase | 6,297 | 6,297 | 6,297 | ||||
Exercise of stock options (in shares) | 118,394 | ||||||
Exercise of stock options | 676 | 676 | 676 | ||||
Stock-based compensation | 35,917 | 35,917 | 35,917 | ||||
Accrued dividend | (1,620) | (1,620) | (1,620) | ||||
Legal reserve | 147 | 147 | 147 | ||||
Subsidiary liquidation | (319) | (319) | (319) | 0 | |||
Contributions from noncontrolling interest | 3,958 | 3,958 | |||||
Foreign currency translation adjustment | (1,450) | (614) | (614) | (836) | |||
Net (loss) income | (117,728) | (119,311) | (119,311) | 1,583 | |||
Ending balance (in shares) at Jun. 30, 2024 | 227,556,594 | ||||||
Ending balance at Jun. 30, 2024 | 446,550 | 423,253 | $ 23 | 4,413,233 | (2,301) | (3,987,702) | 23,297 |
Beginning balance (in shares) at Mar. 31, 2024 | 226,933,763 | ||||||
Beginning balance at Mar. 31, 2024 | 489,150 | 466,115 | $ 21 | 4,394,148 | (2,139) | (3,925,915) | 23,035 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of restricted stock awards (in shares) | 604,077 | ||||||
Issuance of restricted stock awards | 2 | 2 | $ 2 | ||||
Exercise of stock options (in shares) | 18,754 | ||||||
Exercise of stock options | 157 | 157 | $ 0 | 157 | |||
Stock-based compensation | 18,928 | 18,928 | 18,928 | ||||
Foreign currency translation adjustment | (502) | (162) | (162) | (340) | |||
Net (loss) income | (61,185) | (61,787) | (61,787) | 602 | |||
Ending balance (in shares) at Jun. 30, 2024 | 227,556,594 | ||||||
Ending balance at Jun. 30, 2024 | $ 446,550 | $ 423,253 | $ 23 | $ 4,413,233 | $ (2,301) | $ (3,987,702) | $ 23,297 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | ||
Cash flows from operating activities: | |||
Net loss | $ (117,728) | $ (143,976) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 25,925 | 35,668 | |
Non-cash lease expense | 17,931 | 16,184 | |
(Gain) loss on disposal of property, plant and equipment | (15) | 196 | |
Revaluation of derivative contracts | (70) | 1,099 | |
Stock-based compensation | 37,327 | 55,845 | |
Amortization of debt issuance costs | 3,074 | 1,786 | |
Loss on extinguishment of debt | 27,182 | 2,873 | |
Unrealized foreign currency exchange loss | 1,554 | 1,512 | |
Other | (100) | 0 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | [1] | (183,272) | (99,951) |
Contract assets | [2] | (49,021) | 11,544 |
Inventories | (19,103) | (197,346) | |
Deferred cost of revenue | [3] | (2,591) | (7,544) |
Prepaid expenses and other current assets | [4] | 11,046 | 1,958 |
Other long-term assets | [5] | (3,955) | 3,415 |
Operating lease right-of-use assets and operating lease liabilities | (18,023) | (15,447) | |
Finance lease liabilities | 320 | 736 | |
Accounts payable | [6] | (25,249) | 35,894 |
Accrued warranty | (6,938) | (2,426) | |
Accrued expenses and other current liabilities | [7] | (13,207) | (35,719) |
Deferred revenue and customer deposits | [8] | (7,441) | (26,766) |
Other long-term liabilities | (407) | (730) | |
Net cash used in operating activities | (322,761) | (361,195) | |
Cash flows from investing activities: | |||
Purchase of property, plant and equipment | (33,454) | (46,150) | |
Proceeds from sale of property, plant and equipment | 22 | 25 | |
Net cash used in investing activities | (33,432) | (46,125) | |
Cash flows from financing activities: | |||
Proceeds from issuance of debt | [9] | 402,500 | 634,018 |
Payment of debt issuance costs | (12,323) | (15,828) | |
Repayment of debt | (140,990) | (72,852) | |
Proceeds from financing obligations | 1,334 | 2,702 | |
Repayment of financing obligations | (9,999) | (8,728) | |
Proceeds from issuance of common stock | 6,975 | 9,258 | |
Proceeds from issuance of redeemable convertible preferred stock | 0 | 310,957 | |
Contributions from noncontrolling interest | 3,958 | 6,979 | |
Dividend paid | (1,468) | 0 | |
Purchase of capped call related to convertible notes | 0 | (54,522) | |
Other | 0 | (158) | |
Net cash provided by financing activities | 249,987 | 811,826 | |
Effect of exchange rate changes on cash, cash equivalent, and restricted cash | (1,168) | (328) | |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (107,374) | 404,178 | |
Beginning of period | 745,178 | 518,366 | |
End of period | 637,804 | 922,544 | |
Supplemental disclosure of cash flow information: | |||
Cash paid during the period for interest | 26,744 | 22,345 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from operating leases | 17,896 | 15,318 | |
Operating cash flows from finance leases | 127 | 509 | |
Cash paid during the period for income taxes | 830 | 950 | |
Non-cash investing and financing activities: | |||
Liabilities recorded for property, plant and equipment, net | 3,032 | 4,790 | |
Recognition of operating lease right-of-use asset during the year-to-date period | 4,984 | 14,037 | |
Recognition of finance lease right-of-use asset during the year-to-date period | 320 | 736 | |
Derecognition of the pre-modified forward contract fair value | 0 | 76,242 | |
Equity component of redeemable convertible preferred stock | $ 0 | $ 16,145 | |
[1] Including changes in related party balances of $86.1 million and $1.7 million for the six months ended June 30, 2024, and 2023, respectively. Including changes in related party balances of $6.0 million for the six months ended June 30, 2024. There were no associated related party balances as of June 30, 2023. Including changes in related party balances of $0.9 million for the six months ended June 30, 2024. There were no associated related party balances as of June 30, 2023. Including changes in related party balances of $1.0 million for the six months ended June 30, 2024. There were no associated related party balances as of June 30, 2023. Including changes in related party balances of $0.4 million for the six months ended June 30, 2024. There were no associated related party balances as of June 30, 2023. Including changes in related party balances of $0.1 million for the six months ended June 30, 2024. There were no associated related party balances as of June 30, 2023. Including changes in related party balances of $2.4 million for the six months ended June 30, 2024. There were no associated related party balances as of June 30, 2023. Including changes in related party balances of $4.4 million for the six months ended June 30, 2024. There were no associated related party balances as of June 30, 2023. 9 Including changes in related party balances of $0.3 million for the six months ended June 30, 2024. There were no associated related party balances as of June 30, 2023. 9 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | ||
Increase (decrease) in accounts receivable | [1] | $ 183,272 | $ 99,951 |
Increase in contract assets | [2] | 49,021 | (11,544) |
Increase (decrease) in deferred charges | [3] | 2,591 | 7,544 |
Increase (decrease) in prepaid expense and other assets | [4] | (11,046) | (1,958) |
Increase (decrease) in other noncurrent assets | [5] | 3,955 | (3,415) |
Accounts payable | [6] | (25,249) | 35,894 |
Accrued expenses and other current liabilities | [7] | (13,207) | (35,719) |
Deferred revenue and customer deposits | [8] | (7,441) | (26,766) |
Proceeds from issuance of debt | [9] | 402,500 | 634,018 |
Related Party | |||
Increase (decrease) in accounts receivable | 86,100 | 1,700 | |
Increase in contract assets | 6,000 | 0 | |
Increase (decrease) in deferred charges | 900 | 0 | |
Increase (decrease) in prepaid expense and other assets | 1,000 | 0 | |
Increase (decrease) in other noncurrent assets | 400 | 0 | |
Accounts payable | 100 | 0 | |
Accrued expenses and other current liabilities | 2,400 | 0 | |
Deferred revenue and customer deposits | 4,400 | 0 | |
Proceeds from issuance of debt | $ 300 | $ 0 | |
[1] Including changes in related party balances of $86.1 million and $1.7 million for the six months ended June 30, 2024, and 2023, respectively. Including changes in related party balances of $6.0 million for the six months ended June 30, 2024. There were no associated related party balances as of June 30, 2023. Including changes in related party balances of $0.9 million for the six months ended June 30, 2024. There were no associated related party balances as of June 30, 2023. Including changes in related party balances of $1.0 million for the six months ended June 30, 2024. There were no associated related party balances as of June 30, 2023. Including changes in related party balances of $0.4 million for the six months ended June 30, 2024. There were no associated related party balances as of June 30, 2023. Including changes in related party balances of $0.1 million for the six months ended June 30, 2024. There were no associated related party balances as of June 30, 2023. Including changes in related party balances of $2.4 million for the six months ended June 30, 2024. There were no associated related party balances as of June 30, 2023. Including changes in related party balances of $4.4 million for the six months ended June 30, 2024. There were no associated related party balances as of June 30, 2023. 9 Including changes in related party balances of $0.3 million for the six months ended June 30, 2024. There were no associated related party balances as of June 30, 2023. 9 |
Nature of Business, Liquidity a
Nature of Business, Liquidity and Basis of Presentation | 6 Months Ended |
Jun. 30, 2024 | |
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, 2023. Liquidity We have generally incurred operating losses and negative cash flows from operations since our inception. With the series of new debt offerings, debt extinguishments, and conversions to equity that we completed since 2021, we had $1,121.0 million and $4.3 million of total outstanding recourse and non-recourse debt, respectively, as of June 30, 2024, which was classified as long-term debt. On May 29, 2024, we issued 3% Green Convertible Senior Notes (the “3% Green Notes due June 2029”) in an aggregate principal amount of $402.5 million due June 2029, unless earlier repurchased, redeemed or converted, less the initial purchasers’ discount of $12.1 million and other issuance costs of $0.7 million, resulting in net proceeds of $389.7 million. On May 29, 2024, we used approximately $141.8 million of the net proceeds from this issuance to repurchase $115.0 million, or 50%, of the outstanding principal amount of our 2.5% Green Convertible Senior Notes due August 2025 (the “2.5% Green Notes”) in privately negotiated transactions. The repurchase amount equaled 122.6% of the principal amount repurchased, plus related accrued and unpaid interest. For additional information, please see Part I, Item 1, Note 7 — Outstanding Loans and Security Agreements . Our future capital requirements 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 working capital, the expansion of sales and marketing activities both in domestic and international markets, market acceptance of our products, our ability to secure financing for customer use of our Energy Servers, the timing of installations and of inventory build in anticipation of future sales and installations, and overall economic conditions. In order to support and achieve our future growth plans, we may need or seek advantageously to obtain additional funding through equity or debt financing. Failure to obtain this financing in future quarters may affect our financial position and results of operations, including our revenues and cash flows. 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 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, 2023. Basis of Presentation We have prepared the unaudited 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”). 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, 2023. 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, 2023. Concentration of Risk Geographic Risk — The majority of our revenue and long-lived assets are attributable to operations in the U.S. for all periods presented. In addition to shipments in the U.S., we also ship our Energy Servers to other countries, primarily, the Republic of Korea, Japan, India and Taiwan (collectively referred to as the “Asia Pacific region”). For the three and six months ended June 30, 2024, total revenue in the U.S. was 83% and 65%, respectively, of our total revenue. For the three and six months ended June 30, 2023, total revenue in the U.S. was 73% and 83%, respectively, of our total revenue. Credit Risk — At June 30, 2024, two customers, the first of which is our related party (see Note 10 — Related Party Transactions ), accounted for approximately 66% and 20% of accounts receivable, respectively. At December 31, 2023, one customer that is our related party accounted for approximately 74% of accounts receivable. Customer Risk — During the three months ended June 30, 2024, revenue from two customers, the second of which is our related party (see Note 10 — Related Party Transactions ), accounted for approximately 36.0% and 26.0% of our total revenue, respectively. During the six months ended June 30, 2024, two customers, the first of which is our related party (see Note 10 — Related Party Transactions ), represented approximately 37.0% and 27.0% of our total revenue, respectively. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies 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, 2023. Accounting Guidance Not Yet Adopted Refer to the accounting guidance not yet adopted described in Part II, Item 8, Note 2 — Summary of Significant Accounting Policies — Accounting Guidance Not Yet Adopted section in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Based on the Company’s continued evaluation, we do not expect a material impact from new accounting guidance not yet adopted to our unaudited condensed consolidated financial statements. 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, 2024 | |
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, 2024 2023 Accounts receivable $ 524,000 $ 340,740 Contract assets 90,388 41,366 Customer deposits 84,656 75,734 Deferred revenue 55,965 72,328 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 control of performance obligations. 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 2024 2023 2024 2023 Beginning balance $ 33,788 $ 47,778 $ 41,366 $ 46,727 Transferred to accounts receivable from contract assets recognized at the beginning of the period (3,148) (23,228) (21,295) (27,404) Revenue recognized and not billed as of the end of the period 59,748 10,632 70,317 15,859 Ending balance $ 90,388 $ 35,182 $ 90,388 $ 35,182 Deferred Revenue Deferred revenue activity during the three and six months ended June 30, 2024, and 2023, consisted of the following (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Beginning balance $ 59,468 $ 87,848 $ 72,328 $ 94,355 Additions 229,429 265,408 405,914 490,346 Revenue recognized (232,932) (268,146) (422,277) (499,591) Ending balance $ 55,965 $ 85,110 $ 55,965 $ 85,110 Deferred revenue is equivalent to the total transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied, as of the end of the period. The 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 to be largely commensurate with the period of their expected use of the associated Energy Servers. 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 this 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 2024 2023 2024 2023 Revenue from contracts with customers: Product revenue $ 226,308 $ 214,706 $ 379,672 $ 408,451 Installation revenue 42,733 24,321 54,177 44,846 Services revenue 52,531 42,298 108,991 82,961 Electricity revenue 4,893 3,966 9,641 7,804 Total revenue from contract with customers 326,465 285,291 552,481 544,062 Revenue from contracts that contain leases: Electricity revenue 9,302 15,804 18,584 32,224 Total revenue $ 335,767 $ 301,095 $ 571,065 $ 576,286 |
Financial Instruments
Financial Instruments | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 2023 As Held: Cash $ 89,083 $ 144,102 Money market funds 548,721 601,076 $ 637,804 $ 745,178 As Reported: Cash and cash equivalents $ 581,684 $ 664,593 Restricted cash 56,120 80,585 $ 637,804 $ 745,178 Restricted cash consisted of the following (in thousands): June 30, December 31, 2024 2023 Restricted cash, current $ 25,167 $ 46,821 Restricted cash, non-current 30,953 33,764 $ 56,120 $ 80,585 Factoring Arrangements We sell certain customer trade receivables on a non-recourse basis under factoring arrangements with a financial institution. These transactions are accounted for as sales, and cash proceeds are included in cash used in operating activities. We derecognized $21.6 million and $102.3 million of accounts receivable during the three and six months ended June 30, 2024, respectively. 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. The cost of factoring such accounts receivable on our condensed consolidated statements of operations for the three and six months ended June 30, 2024, was $0.5 million and $2.4 million, respectively. The costs of factoring 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 cost of factoring is recorded in general and administrative expenses. |
Fair Value
Fair Value | 6 Months Ended |
Jun. 30, 2024 | |
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, 2023 . Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis The tables below set forth, by level, our financial assets and liabilities 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, 2024 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 548,721 $ — $ — $ 548,721 $ 548,721 $ — $ — $ 548,721 Liabilities Derivatives: Embedded EPP derivatives $ — $ — $ 4,306 $ 4,306 $ — $ — $ 4,306 $ 4,306 Fair Value Measured at Reporting Date Using December 31, 2023 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 601,076 $ — $ — $ 601,076 $ 601,076 $ — $ — $ 601,076 Liabilities Derivatives: Embedded EPP derivatives $ — $ — $ 4,376 $ 4,376 $ — $ — $ 4,376 $ 4,376 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, 2024, were as follows (in thousands): Embedded EPP Derivative Liability Liabilities at December 31, 2023 $ 4,376 Changes in fair value (70) Liabilities at June 30, 2024 $ 4,306 For more details on EPP derivatives, refer to Part II, Item 8 Note 5 — Fair Value in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 . Financial Assets and Liabilities and Other Items Not Measured at Fair Value on a Recurring Basis Debt Instruments — The term loans and convertible senior 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, 2024 December 31, 2023 Net Carrying Fair Value Net Carrying Fair Value Debt instruments Recourse: 3% Green Convertible Senior Notes due June 2029 $ 389,965 $ 341,924 $ — $ — 3% Green Convertible Senior Notes due June 2028 617,153 583,861 615,205 673,613 2.5% Green Convertible Senior Notes due August 2025 113,893 119,807 226,801 260,820 Non-recourse: 4.6% Term Loan due October 2026 $ 2,898 $ 2,785 $ 3,085 $ 2,866 4.6% Term Loan due April 2026 1,449 1,438 1,542 1,479 |
Balance Sheet Components
Balance Sheet Components | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Balance Sheet Components Accounts Receivable The increase in accounts receivable of $183.3 million for the six months ended June 30, 2024 was driven by the timing of transactions and a change in customer mix. Refer to Note 1 — Nature of Business, Liquidity and Basis of Presentation for discussion of credit risk associated with our accounts receivable. Inventories The components of inventory consisted of the following (in thousands): June 30, December 31, 2024 2023 Raw materials $ 298,708 $ 270,414 Work-in-progress 85,913 50,632 Finished goods 135,595 181,469 $ 520,216 $ 502,515 The inventory reserves were $17.4 million and $18.7 million as of June 30, 2024, and December 31, 2023, respectively. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): June 30, December 31, 2024 2023 Tax receivables $ 5,488 $ 3,231 Receivables from employees 4,413 6,538 Prepaid hardware and software maintenance 3,788 5,202 Prepaid managed services 3,355 5,636 Advance income tax provision 2,381 2,557 Interest receivable 2,375 1,697 Deposits made 1,644 1,702 Prepaid workers compensation 1,612 6,851 Deferred expenses 1,302 2,257 Prepaid deferred commissions 1,258 1,178 Prepaid rent 14 1,232 Other prepaid expenses and other current assets 12,472 13,067 $ 40,102 $ 51,148 Property, Plant and Equipment, Net Property, plant and equipment, net consisted of the following (in thousands): June 30, December 31, 2024 2023 Energy Servers $ 309,725 $ 309,770 Machinery and equipment 195,511 174,549 Leasehold improvements 119,130 94,646 Construction-in-progress 81,076 104,650 Buildings 50,298 49,477 Computers, software and hardware 33,186 28,901 Furniture and fixtures 10,728 12,541 799,654 774,534 Less: accumulated depreciation (305,277) (281,182) $ 494,377 $ 493,352 Depreciation expense related to property, plant and equipment was $13.4 million and $25.9 million for the three and six months ended June 30, 2024, respectively. 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 for property, plant and equipment under operating leases by Power Purchase Agreement (“PPA”) entities was $3.6 million and $7.2 million for the three and six months ended June 30, 2023, respectively. There was no depreciation expense for such assets for the three and six months ended June 30, 2024. Other Long-Term Assets Other long-term assets consisted of the following (in thousands): June 30, December 31, 2024 2023 Deferred commissions $ 12,237 $ 9,373 Deferred expenses 9,474 9,069 Long-term lease receivable 6,621 7,335 Deposits made 3,150 3,157 Prepaid managed services 1,916 1,646 Deferred tax asset 1,380 1,385 Prepaid and other long-term assets 19,385 18,243 $ 54,163 $ 50,208 Accrued Warranty and Product Performance Liabilities Accrued warranty and product performance liabilities consisted of the following (in thousands): June 30, December 31, 2024 2023 Product performance $ 9,769 $ 18,066 Product warranty 2,619 1,260 $ 12,388 $ 19,326 Changes in the product warranty and product performance liabilities were as follows (in thousands): Balances at December 31, 2023 $ 19,326 Accrued warranty and product performance liabilities, net 9,957 Warranty and product performance expenditures during the period (16,895) Balances at June 30, 2024 $ 12,388 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): June 30, December 31, 2024 2023 Compensation and benefits $ 44,060 $ 47,901 General invoice and purchase order accruals 30,703 36,266 Sales tax liabilities 14,246 17,412 Sales-related liabilities 8,439 5,121 Accrued installation 5,779 4,939 Interest payable 3,913 3,823 Provision for income tax 2,614 3,374 Accrued legal expenses 1,432 1,359 Accrued consulting expenses 1,391 3,244 Finance lease liability 887 1,072 Accrued restructuring costs (Note 11) 405 3,793 Other 2,530 2,575 $ 116,399 $ 130,879 |
Outstanding Loans and Security
Outstanding Loans and Security Agreements | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 (in thousands, except percentage data): Unpaid Net Carrying Value Interest Maturity Dates Entity Current Long- Total 3% Green Convertible Senior Notes due June 2029 $ 402,500 $ — $ 389,965 $ 389,965 3.0% June 2029 Company 3% Green Convertible Senior Notes due June 2028 632,500 — 617,153 617,153 3.0% June 2028 Company 2.5% Green Convertible Senior Notes due August 2025 115,000 — 113,893 113,893 2.5% August 2025 Company Total recourse debt 1,150,000 — 1,121,011 1,121,011 4.6% Term Loan due October 2026 2,898 — 2,898 2,898 4.6% October 2026 Korean JV 4.6% Term Loan due April 2026 1,449 — 1,449 1,449 4.6% April 2026 Korean JV Total non-recourse debt 4,347 — 4,347 4,347 Total debt $ 1,154,347 $ — $ 1,125,358 $ 1,125,358 The following is a summary of our debt as of December 31, 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 $ — $ 615,205 $ 615,205 3.0% June 2028 Company 2.5% Green Convertible Senior Notes due August 2025 230,000 — 226,801 226,801 2.5% August 2025 Company Total recourse debt 862,500 — 842,006 842,006 4.6% Term Loan due October 2026 3,085 — 3,085 3,085 4.6% October 2026 Korean JV 4.6% Term Loan due April 2026 1,542 — 1,542 1,542 4.6% April 2026 Korean JV Total non-recourse debt 4,627 — 4,627 4,627 Total debt $ 867,127 $ — $ 846,633 $ 846,633 Recourse debt refers to debt that we have an obligation to pay. Non-recourse debt refers to debt that is recourse to only our subsidiary, Bloom SK Fuel Cell, LLC, a joint venture in the Republic of Korea with SK ecoplant (the “Korean JV”). The differences between the unpaid principal balances and the net carrying values apply to deferred financing costs. We and our subsidiary were in compliance with all covenants as of June 30, 2024, and December 31, 2023. Recourse Debt Facilities 3% Green Convertible Senior Notes due June 2029 On May 29, 2024, we issued the 3% Green Notes due June 2029 in an aggregate principal amount of $402.5 million due on June 1, 2029, unless earlier repurchased, redeemed or converted, less an initial purchasers’ discount of $12.1 million and other issuance costs of $0.7 million (together, the “Transaction Costs”), resulting in net proceeds of $389.7 million. The 3% Green Notes due June 2029 were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of May 29, 2024, 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 due June 2029, the Company granted the initial purchasers an option to purchase up to an additional $52.5 million aggregate principal amount of the 3% Green Notes due June 2029 (the “Greenshoe Option”). The 3% Green Notes due June 2029 issued on May 29, 2024, included $52.5 million aggregate principal amount pursuant to the full exercise by the initial purchasers of the Greenshoe Option. The 3% Green Notes due June 2029 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, 2024. We may not redeem the 3% Green Notes due June 2029 prior to June 7, 2027, subject to a partial redemption limitation. We may elect to redeem, at face value, all or any portion of the 3% Green Notes due June 2029 at any time, and from time to time, on or after June 7, 2027 and on or before the twenty-first 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, 2029, the noteholders have the right to convert their 3% Green Notes due June 2029 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 due June 2029 (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 due June 2029 at any time during the immediately following quarter, commencing after the calendar quarter ending on September 30, 2024, subject to the partial redemption limitation. Subject to the Trading Price Condition, the noteholders may convert their 3% Green Notes due June 2029 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 due June 2029, as determined following a request by a holder of the 3% Green Notes due June 2029, 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, 2029, the noteholders may convert their 3% Green Notes due June 2029 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 due June 2029, 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 47.9795 shares of Class A common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $20.84 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 due June 2029 will, in certain circumstances, increase by up to 15.5932 shares of Class A common stock per $1,000 principal amount of notes for a specified period of time. At June 30, 2024, the maximum number of shares into which the 3% Green Notes due June 2029 could have been potentially converted if the conversion features were triggered was 25,588,011 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 due June 2029. The 3% Green Notes due June 2029 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 due June 2029 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 due June 2029 for up to 180 days at a specified rate per annum not exceeding 0.50% on the principal amount of the 3% Green Notes due June 2029. The Transaction Costs were recorded as debt issuance costs and represented a reduction to the 3% Green Notes due June 2029 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 due June 2029 for the three months ended June 30, 2024, was $1.3 million and was comprised of contractual interest expense of $1.1 million and amortization of the initial purchasers’ discount and other issuance costs of $0.2 million. We have not recognized any special interest expense related to the 3% Green Notes due June 2029 to date. The amount of unamortized debt issuance costs as of June 30, 2024, was $12.6 million. Although the 3% Green Notes due June 2029 contain embedded conversion features, we account for the 3% Green Notes due June 2029 in its entirety as a liability. As of June 30, 2024, the net carrying value of the 3% Green Notes due June 2029 was classified as a long-term liability in our condensed consolidated balance sheets. 3% Green Convertible Senior Notes due June 2028 and Capped Call Transactions Please refer to Part II, Item 8, Note 7 — Outstanding Loans and Security Agreements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, for discussion of our 3% Green Convertible Senior Notes due June 2028 (the “3% Green Notes due June 2028”) and privately negotiated capped call transactions in connection with the pricing of the 3% Green Notes due June 2028. The noteholders could not convert their 3% Green Notes due June 2028 during the quarter ended June 30, 2024, as the Closing Price Condition, as defined in the indenture, dated as of May 16, 2023, between us and U.S. Bank Trust Company, National Association, as trustee, was not met during the three months ended March 31, 2024, as per the indenture, dated as of May 16, 2023. Total interest expense recognized related to the 3% Green Notes due June 2028 for the three and six months ended June 30, 2024, was $5.7 million and $11.4 million, respectively and was comprised of contractual interest expense of $4.7 million and $9.4 million and amortization of the initial purchasers’ discount and other issuance costs of $1.0 million and $2.0 million, respectively. Total interest expense recognized related to the 3% Green Notes due June 2028 for the three and six months ended June 30, 2023, was $2.9 million and $2.9 million, respectively, and was comprised of contractual interest expense of $2.4 million and $2.4 million and amortization of the initial purchasers’ discount and other issuance costs of $0.5 million and $0.5 million, respectively. We have not recognized any special interest expense related to the 3% Green Notes due June 2028 to date. The amount of unamortized debt issuance costs as of June 30, 2024, and December 31, 2023, was $15.3 million and $17.3 million, respectively. 2.5% Green Convertible Senior Notes due August 2025 Please refer to Part II, Item 8, Note 7 — Outstanding Loans and Security Agreements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, for discussion of our 2.5% Green Notes. The noteholders could not convert their 2.5% Green Notes during the quarter ended June 30, 2024, as the Closing Price Condition, as defined in the indenture, dated as of August 11, 2020, between us and U.S. Bank National Association, as trustee, was not met during the three months ended March 31, 2024, as per the indenture, dated as of August 11, 2020. On May 29, 2024, we used approximately $141.8 million of the net proceeds from the 3% Green Notes due June 2029 offering to repurchase $115.0 million of the outstanding principal amount of our 2.5% Green Notes in privately negotiated transactions. Half of the original principal balance, $115.0 million of the 2.5% Green Notes, was called and repurchased at 122.6% during the three months ended June 30, 2024. The 22.6% premium of $26.0 million and unpaid accrued interest of $0.8 million related to the repurchased amount were included in the final payment to the noteholders. As a result of partial repurchase of the 2.5% Green Notes, we recognized a loss on extinguishment of debt of $27.2 million. Total interest expense recognized related to the 2.5% Green Notes for the three and six months ended June 30, 2024, was $1.6 million and $3.5 million, respectively, and was comprised of contractual interest expense of $1.2 million and $2.6 million and amortization of issuance costs of $0.4 million and $0.9 million, respectively. The effective interest rate of the 2.5% Green Notes after partial repurchase was 3.3%. We have not recognized any special interest expense related to the 2.5% Green Notes to date. The amount of unamortized debt issuance costs as of June 30, 2024, and December 31, 2023, was $1.1 million and $3.2 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, 2023, for discussion of our non-recourse debt. Repayment Schedule and Interest Expense The following table presents details of our outstanding loan principal repayment schedule as of June 30, 2024 (in thousands): Remainder of 2024 $ — 2025 115,000 2026 4,347 2027 — 2028 632,500 Thereafter 402,500 $ 1,154,347 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Leases | Leases Facilities, Energy Servers, and Vehicles For the three and six months ended June 30, 2024, rent expense for all occupied facilities was $5.6 million and $11.2 million, respectively. 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. Operating and financing lease right-of-use assets and lease liabilities as of June 30, 2024, and December 31, 2023, were as follows (in thousands): June 30, December 31, 2024 2023 Operating Leases: Operating lease right-of-use assets, net 1, 2 $ 134,972 $ 139,732 Current operating lease liabilities (20,123) (20,245) Non-current operating lease liabilities (137,209) (141,939) Total operating lease liabilities $ (157,332) $ (162,184) Finance Leases: Finance lease right-of-use assets, net 2, 3, 4 $ 2,433 $ 2,708 Current finance lease liabilities 5 (887) (1,072) Non-current finance lease liabilities 6 (1,744) (1,837) Total finance lease liabilities $ (2,631) $ (2,909) Total lease liabilities $ (159,963) $ (165,093) 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 lease costs for the three and six months ended June 30, 2024, and 2023, were as follows (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Operating lease costs $ 9,037 $ 8,166 $ 17,942 $ 15,965 Financing lease costs: Amortization of right-of-use assets 194 194 491 395 Interest on lease liabilities 63 69 129 131 Total financing lease costs 257 263 620 526 Short-term lease costs 23 733 32 1,177 Total lease costs $ 9,317 $ 9,162 $ 18,594 $ 17,668 Weighted average remaining lease terms and discount rates for our leases as of June 30, 2024, and December 31, 2023, were as follows: June 30, December 31, 2024 2023 Weighted average remaining lease term: Operating leases 7.1 years 7.4 years Finance leases 3.2 years 3.2 years Weighted average discount rate: Operating leases 10.6 % 10.6 % Finance leases 9.6 % 9.5 % Future lease payments under lease agreements as of June 30, 2024, were as follows (in thousands): Operating Leases Finance Leases Remainder of 2024 $ 18,266 $ 620 2025 33,877 938 2026 33,879 712 2027 33,257 547 2028 27,155 217 2029 20,412 28 Thereafter 61,212 — Total minimum lease payments 228,058 3,062 Less: amounts representing interest or imputed interest (70,726) (431) Present value of lease liabilities $ 157,332 $ 2,631 Managed Services Financing For details on Managed Services Financing refer to Part I, Item 7, Section Purchase and Financing Options, sub-section Managed Services Financing and Part II, Item 8, Note 8 — Leases in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. We recognized $7.1 million of product revenue, $2.3 million of installation revenue, $1.3 million of financing obligations, and $4.1 million of operating lease right-of-use assets and operating lease liabilities from successful sale and leaseback transactions for the six months ended June 30, 2024. There were no new successful sale and leaseback transactions during the three months ended June 30, 2024. The recognized operating lease expense from successful sale and leaseback transactions for the three and six months ended June 30, 2024, was $3.2 million and $6.3 million, respectively. 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 operating lease right-of-use assets and operating lease liabilities from successful sale and leaseback transactions for the three and six months ended June 30, 2023, respectively. The recognized operating 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. At June 30, 2024, future lease payments under the Managed Services Agreements financing obligations were as follows (in thousands): Financing Obligations Remainder of 2024 $ 21,342 2025 43,157 2026 38,595 2027 22,271 2028 12,369 Thereafter 26,773 Total minimum lease payments 164,507 Less: imputed interest (83,876) Present value of net minimum lease payments 80,631 Less: current financing obligations (28,334) Long-term financing obligations $ 52,297 The total financing obligations, as reflected in our condensed consolidated balance sheets, were $436.7 million and $444.8 million as of June 30, 2024, and December 31, 2023, respectively. We expect the difference between these obligations and the principal obligations in the table above to be offset against the carrying value of the related Energy Servers at the end of the lease and the remainder recognized as either a gain or loss at that point. |
Leases | Leases Facilities, Energy Servers, and Vehicles For the three and six months ended June 30, 2024, rent expense for all occupied facilities was $5.6 million and $11.2 million, respectively. 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. Operating and financing lease right-of-use assets and lease liabilities as of June 30, 2024, and December 31, 2023, were as follows (in thousands): June 30, December 31, 2024 2023 Operating Leases: Operating lease right-of-use assets, net 1, 2 $ 134,972 $ 139,732 Current operating lease liabilities (20,123) (20,245) Non-current operating lease liabilities (137,209) (141,939) Total operating lease liabilities $ (157,332) $ (162,184) Finance Leases: Finance lease right-of-use assets, net 2, 3, 4 $ 2,433 $ 2,708 Current finance lease liabilities 5 (887) (1,072) Non-current finance lease liabilities 6 (1,744) (1,837) Total finance lease liabilities $ (2,631) $ (2,909) Total lease liabilities $ (159,963) $ (165,093) 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 lease costs for the three and six months ended June 30, 2024, and 2023, were as follows (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Operating lease costs $ 9,037 $ 8,166 $ 17,942 $ 15,965 Financing lease costs: Amortization of right-of-use assets 194 194 491 395 Interest on lease liabilities 63 69 129 131 Total financing lease costs 257 263 620 526 Short-term lease costs 23 733 32 1,177 Total lease costs $ 9,317 $ 9,162 $ 18,594 $ 17,668 Weighted average remaining lease terms and discount rates for our leases as of June 30, 2024, and December 31, 2023, were as follows: June 30, December 31, 2024 2023 Weighted average remaining lease term: Operating leases 7.1 years 7.4 years Finance leases 3.2 years 3.2 years Weighted average discount rate: Operating leases 10.6 % 10.6 % Finance leases 9.6 % 9.5 % Future lease payments under lease agreements as of June 30, 2024, were as follows (in thousands): Operating Leases Finance Leases Remainder of 2024 $ 18,266 $ 620 2025 33,877 938 2026 33,879 712 2027 33,257 547 2028 27,155 217 2029 20,412 28 Thereafter 61,212 — Total minimum lease payments 228,058 3,062 Less: amounts representing interest or imputed interest (70,726) (431) Present value of lease liabilities $ 157,332 $ 2,631 Managed Services Financing For details on Managed Services Financing refer to Part I, Item 7, Section Purchase and Financing Options, sub-section Managed Services Financing and Part II, Item 8, Note 8 — Leases in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. We recognized $7.1 million of product revenue, $2.3 million of installation revenue, $1.3 million of financing obligations, and $4.1 million of operating lease right-of-use assets and operating lease liabilities from successful sale and leaseback transactions for the six months ended June 30, 2024. There were no new successful sale and leaseback transactions during the three months ended June 30, 2024. The recognized operating lease expense from successful sale and leaseback transactions for the three and six months ended June 30, 2024, was $3.2 million and $6.3 million, respectively. 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 operating lease right-of-use assets and operating lease liabilities from successful sale and leaseback transactions for the three and six months ended June 30, 2023, respectively. The recognized operating 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. At June 30, 2024, future lease payments under the Managed Services Agreements financing obligations were as follows (in thousands): Financing Obligations Remainder of 2024 $ 21,342 2025 43,157 2026 38,595 2027 22,271 2028 12,369 Thereafter 26,773 Total minimum lease payments 164,507 Less: imputed interest (83,876) Present value of net minimum lease payments 80,631 Less: current financing obligations (28,334) Long-term financing obligations $ 52,297 The total financing obligations, as reflected in our condensed consolidated balance sheets, were $436.7 million and $444.8 million as of June 30, 2024, and December 31, 2023, respectively. We expect the difference between these obligations and the principal obligations in the table above to be offset against the carrying value of the related Energy Servers at the end of the lease and the remainder recognized as either a gain or loss at that point. |
Leases | Leases Facilities, Energy Servers, and Vehicles For the three and six months ended June 30, 2024, rent expense for all occupied facilities was $5.6 million and $11.2 million, respectively. 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. Operating and financing lease right-of-use assets and lease liabilities as of June 30, 2024, and December 31, 2023, were as follows (in thousands): June 30, December 31, 2024 2023 Operating Leases: Operating lease right-of-use assets, net 1, 2 $ 134,972 $ 139,732 Current operating lease liabilities (20,123) (20,245) Non-current operating lease liabilities (137,209) (141,939) Total operating lease liabilities $ (157,332) $ (162,184) Finance Leases: Finance lease right-of-use assets, net 2, 3, 4 $ 2,433 $ 2,708 Current finance lease liabilities 5 (887) (1,072) Non-current finance lease liabilities 6 (1,744) (1,837) Total finance lease liabilities $ (2,631) $ (2,909) Total lease liabilities $ (159,963) $ (165,093) 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 lease costs for the three and six months ended June 30, 2024, and 2023, were as follows (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Operating lease costs $ 9,037 $ 8,166 $ 17,942 $ 15,965 Financing lease costs: Amortization of right-of-use assets 194 194 491 395 Interest on lease liabilities 63 69 129 131 Total financing lease costs 257 263 620 526 Short-term lease costs 23 733 32 1,177 Total lease costs $ 9,317 $ 9,162 $ 18,594 $ 17,668 Weighted average remaining lease terms and discount rates for our leases as of June 30, 2024, and December 31, 2023, were as follows: June 30, December 31, 2024 2023 Weighted average remaining lease term: Operating leases 7.1 years 7.4 years Finance leases 3.2 years 3.2 years Weighted average discount rate: Operating leases 10.6 % 10.6 % Finance leases 9.6 % 9.5 % Future lease payments under lease agreements as of June 30, 2024, were as follows (in thousands): Operating Leases Finance Leases Remainder of 2024 $ 18,266 $ 620 2025 33,877 938 2026 33,879 712 2027 33,257 547 2028 27,155 217 2029 20,412 28 Thereafter 61,212 — Total minimum lease payments 228,058 3,062 Less: amounts representing interest or imputed interest (70,726) (431) Present value of lease liabilities $ 157,332 $ 2,631 Managed Services Financing For details on Managed Services Financing refer to Part I, Item 7, Section Purchase and Financing Options, sub-section Managed Services Financing and Part II, Item 8, Note 8 — Leases in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. We recognized $7.1 million of product revenue, $2.3 million of installation revenue, $1.3 million of financing obligations, and $4.1 million of operating lease right-of-use assets and operating lease liabilities from successful sale and leaseback transactions for the six months ended June 30, 2024. There were no new successful sale and leaseback transactions during the three months ended June 30, 2024. The recognized operating lease expense from successful sale and leaseback transactions for the three and six months ended June 30, 2024, was $3.2 million and $6.3 million, respectively. 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 operating lease right-of-use assets and operating lease liabilities from successful sale and leaseback transactions for the three and six months ended June 30, 2023, respectively. The recognized operating 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. At June 30, 2024, future lease payments under the Managed Services Agreements financing obligations were as follows (in thousands): Financing Obligations Remainder of 2024 $ 21,342 2025 43,157 2026 38,595 2027 22,271 2028 12,369 Thereafter 26,773 Total minimum lease payments 164,507 Less: imputed interest (83,876) Present value of net minimum lease payments 80,631 Less: current financing obligations (28,334) Long-term financing obligations $ 52,297 The total financing obligations, as reflected in our condensed consolidated balance sheets, were $436.7 million and $444.8 million as of June 30, 2024, and December 31, 2023, respectively. We expect the difference between these obligations and the principal obligations in the table above to be offset against the carrying value of the related Energy Servers at the end of the lease and the remainder recognized as either a gain or loss at that point. |
Leases | Leases Facilities, Energy Servers, and Vehicles For the three and six months ended June 30, 2024, rent expense for all occupied facilities was $5.6 million and $11.2 million, respectively. 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. Operating and financing lease right-of-use assets and lease liabilities as of June 30, 2024, and December 31, 2023, were as follows (in thousands): June 30, December 31, 2024 2023 Operating Leases: Operating lease right-of-use assets, net 1, 2 $ 134,972 $ 139,732 Current operating lease liabilities (20,123) (20,245) Non-current operating lease liabilities (137,209) (141,939) Total operating lease liabilities $ (157,332) $ (162,184) Finance Leases: Finance lease right-of-use assets, net 2, 3, 4 $ 2,433 $ 2,708 Current finance lease liabilities 5 (887) (1,072) Non-current finance lease liabilities 6 (1,744) (1,837) Total finance lease liabilities $ (2,631) $ (2,909) Total lease liabilities $ (159,963) $ (165,093) 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 lease costs for the three and six months ended June 30, 2024, and 2023, were as follows (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Operating lease costs $ 9,037 $ 8,166 $ 17,942 $ 15,965 Financing lease costs: Amortization of right-of-use assets 194 194 491 395 Interest on lease liabilities 63 69 129 131 Total financing lease costs 257 263 620 526 Short-term lease costs 23 733 32 1,177 Total lease costs $ 9,317 $ 9,162 $ 18,594 $ 17,668 Weighted average remaining lease terms and discount rates for our leases as of June 30, 2024, and December 31, 2023, were as follows: June 30, December 31, 2024 2023 Weighted average remaining lease term: Operating leases 7.1 years 7.4 years Finance leases 3.2 years 3.2 years Weighted average discount rate: Operating leases 10.6 % 10.6 % Finance leases 9.6 % 9.5 % Future lease payments under lease agreements as of June 30, 2024, were as follows (in thousands): Operating Leases Finance Leases Remainder of 2024 $ 18,266 $ 620 2025 33,877 938 2026 33,879 712 2027 33,257 547 2028 27,155 217 2029 20,412 28 Thereafter 61,212 — Total minimum lease payments 228,058 3,062 Less: amounts representing interest or imputed interest (70,726) (431) Present value of lease liabilities $ 157,332 $ 2,631 Managed Services Financing For details on Managed Services Financing refer to Part I, Item 7, Section Purchase and Financing Options, sub-section Managed Services Financing and Part II, Item 8, Note 8 — Leases in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. We recognized $7.1 million of product revenue, $2.3 million of installation revenue, $1.3 million of financing obligations, and $4.1 million of operating lease right-of-use assets and operating lease liabilities from successful sale and leaseback transactions for the six months ended June 30, 2024. There were no new successful sale and leaseback transactions during the three months ended June 30, 2024. The recognized operating lease expense from successful sale and leaseback transactions for the three and six months ended June 30, 2024, was $3.2 million and $6.3 million, respectively. 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 operating lease right-of-use assets and operating lease liabilities from successful sale and leaseback transactions for the three and six months ended June 30, 2023, respectively. The recognized operating 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. At June 30, 2024, future lease payments under the Managed Services Agreements financing obligations were as follows (in thousands): Financing Obligations Remainder of 2024 $ 21,342 2025 43,157 2026 38,595 2027 22,271 2028 12,369 Thereafter 26,773 Total minimum lease payments 164,507 Less: imputed interest (83,876) Present value of net minimum lease payments 80,631 Less: current financing obligations (28,334) Long-term financing obligations $ 52,297 The total financing obligations, as reflected in our condensed consolidated balance sheets, were $436.7 million and $444.8 million as of June 30, 2024, and December 31, 2023, respectively. We expect the difference between these obligations and the principal obligations in the table above to be offset against the carrying value of the related Energy Servers at the end of the lease and the remainder recognized as either a gain or loss at that point. |
Stock-Based Compensation and Em
Stock-Based Compensation and Employee Benefit Plans | 6 Months Ended |
Jun. 30, 2024 | |
Compensation Related Costs [Abstract] | |
Stock-Based Compensation 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 2024 2023 2024 2023 Cost of revenue $ 4,110 $ 5,067 $ 7,924 $ 9,228 Research and development 6,008 7,678 11,092 16,088 Sales and marketing 3,270 6,257 5,360 12,074 General and administrative 6,035 9,477 13,907 20,642 $ 19,423 $ 28,479 $ 38,283 $ 58,032 As of June 30, 2024, and December 31, 2023, we capitalized $10.3 million and $8.9 million of stock-based compensation cost, respectively, into inventory and deferred cost of goods sold. Stock Option and Stock Award Activity Stock Options The following table summarizes the stock option activity under our stock plans during the reporting period: Outstanding Options Number of Weighted Remaining Aggregate (in thousands) Balances at December 31, 2023 7,247,624 $ 20.93 3.8 $ 19,446 Granted 1,175,348 9.66 Exercised (118,394) 5.94 Expired (579,293) 26.55 Balances at June 30, 2024 7,725,285 19.01 4.4 16,183 Vested and expected to vest at June 30, 2024 7,384,089 19.46 4.1 15,184 Exercisable at June 30, 2024 6,569,937 $ 20.66 3.4 $ 13,023 During the three and six months ended June 30, 2024, we recognized $1.0 million and $1.2 million of stock-based compensation costs for stock options, respectively. During 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. During the three and six months ended June 30, 2024, we granted 175,348 and 1,175,348 stock options, respectively, including 955,000 stock options granted in the first quarter of fiscal year 2024 to certain executives to purchase shares of common stock that contain certain performance-based vesting criteria related to corporate milestones (the “performance-based stock options”). The performance-based stock options were granted “at-the-money” and have a term of 10 years. The performance-based stock options vest based over a four-year or a three-year requisite service period. We did not grant stock options in the three and six months ended June 30, 2023. The fair value of each performance-based stock option is estimated on the date of grant using the Black-Scholes valuation model. Recognition of stock-based compensation expense associated with these performance-based stock options commences when the performance condition is considered probable of achievement, using management’s best estimates, which consider the inherent risk and uncertainty regarding the future outcomes of the milestones. Forfeitures of the performance-based stock options are recognized as they occur. We used the following weighted-average assumptions in applying the Black-Scholes valuation model for determination of the stock options valuation: Risk-free interest rate 4.1% - 4.4% Expected term (years) 6 Expected dividend yield — Expected volatility 96.0% - 97.1% During the three and six months ended June 30, 2024, the intrinsic value of stock options exercised was $0.2 million and $0.7 million, respectively. During the three and six months ended June 30, 2023, the intrinsic value of stock options exercised was $0.7 million and $1.5 million, respectively. As of June 30, 2024, and December 31, 2023, we had unrecognized compensation costs related to unvested stock options of $7.9 million and $0.1 million, respectively. This cost is expected to be recognized over the remaining weighted-average period of 2.8 years and 0.3 years, respectively. Cash received from stock options exercised totaled $0.2 million and $0.7 million for the three and six months ended June 30, 2024, 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. Stock Awards A summary of our stock awards activity and related information is as follows: Number of Weighted Unvested Balance at December 31, 2023 9,889,341 $ 18.25 Granted 4,497,816 9.84 Vested (2,087,979) 19.53 Forfeited (1,149,231) 19.63 Unvested Balance at June 30, 2024 11,149,947 $ 14.48 Stock Awards — The estimated fair value of restricted stock units (“RSUs”) and performance 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, 2024, we recognized $15.5 million and $33.4 million of stock-based compensation costs for stock awards, respectively. 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. As of June 30, 2024, and December 31, 2023, we had $115.1 million and $113.5 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 2.0 years, respectively. Executive Awards On March 1, 2024, the Company granted RSUs, PSUs, the time-based and performance-based stock option awards to certain executive staff and on May 6, 2024, the Company granted RSUs and PSUs (collectively, the “2024 Executive Awards”) to new executive hires, including our new Chief Financial Officer, pursuant to the 2018 Equity Incentive Plan. The RSUs have time-based vesting schedules that range from two The time-based stock options started vesting on February 15, 2024, and shall vest over three years. The PSUs have vesting schedules that range from one three The PSUs and performance-based stock options 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 2024 Executive Awards are recognized over the service period as we evaluate the probability of the achievement of the performance conditions. As of June 30, 2024, the unamortized compensation expense for the RSUs, the PSUs, the time-based and the performance-based stock options per the 2024 Executive Awards was $16.1 million. For details on the 2023, 2022, and 2021 Executive Awards refer to Part II, Item 8, Note 9 — Stock-Based Compensation and Employee Benefit Plans in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. As of June 30, 2024, and December 31, 2023, the unamortized compensation expense for the RSUs and PSUs per the 2023 Executive Awards was $3.6 million and $7.0 million, respectively. As of June 30, 2024, and December 31, 2023, the unamortized compensation expense for the RSUs and PSUs per the 2022 Executive Awards was $2.0 million and $6.2 million, respectively. As of June 30, 2024, and December 31, 2023, the unamortized compensation expense for the RSUs and PSUs per the 2021 Executive Awards was $7.6 million and $8.2 million. 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, 2023 32,877,906 Added to plan 9,674,114 Granted (5,470,998) Cancelled/Forfeited 1,526,358 Expired (463,986) Balances at June 30, 2024 38,143,394 2018 Employee Stock Purchase Plan For details on the 2018 Employee Stock Purchase Plan (the “2018 ESPP”), refer to Part II, Item 8, Note 9 — Stock-Based Compensation and Employee Benefit Plans in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. During the three and six months ended June 30, 2024, we recognized $2.4 million and $1.3 million of stock-based compensation costs for the 2018 ESPP, respectively. During 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. We issued 632,688 and 449,525 shares in the six months ended June 30, 2024, and 2023, respectively. During the six months ended June 30, 2024, and 2023, we added an additional 2,418,528 and 2,239,563 shares and there were 16,990,424 and 15,204,584 shares available for issuance as of June 30, 2024, and December 31, 2023, respectively. As of June 30, 2024, and December 31, 2023, we had $8.1 million and $8.8 million of unrecognized stock-based compensation costs, expected to be recognized over a weighted average period of 1.0 year and 0.8 years, respectively. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024. 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, 2023. Our operations include the following related party transactions (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Total revenue from related parties 1 $ 86,846 $ 4,585 $ 209,014 $ 5,418 Cost of product revenue 2 54 — 74 — General and administrative expenses 3 158 — 361 — Interest expense 4 50 — 102 — Other expense, net 5 (376) — (867) — 1 Includes revenue from SK ecoplant for the three and six months ended June 30, 2024, which became a related party on September 23, 2023, however we had transactions with SK ecoplant in prior period (see Note 15 — SK ecoplant Strategic Investment ). Revenue from related parties for the three and six months ended June 30, 2023, relates to Korean JV in its entirety. 2 Includes expenses billed by SK ecoplant to Korean JV for headcount support services. 3 Includes rent expenses per operating lease agreements entered between Korean JV and SK ecoplant and miscellaneous expenses billed by SK ecoplant to Korean JV. 4 Interest expense per two term loans entered between Korean JV and SK ecoplant in fiscal year 2023. 5 Other expense, net is represented by realized foreign gain for the three and six months ended June 30, 2024. Below is the summary of outstanding related party balances as of June 30, 2024, and December 31, 2023 (in thousands): June 30, December 31, 2024 2023 Accounts receivable $ 348,178 $ 262,031 Contract assets 898 6,872 Deferred cost of revenue, current — 875 Prepaid expenses and other current assets 1,302 2,257 Operating lease right-of-use assets 1 1,702 2,031 Other long-term assets 9,474 9,069 Accounts payable — 77 Accrued expenses and other current liabilities 5,808 3,427 Deferred revenue and customer deposits, current 8,573 1,707 Operating lease liabilities, current 1 443 440 Deferred revenue and customer deposits, non-current 4,254 6,709 Operating lease liabilities, non-current 1 1,290 1,617 Non-recourse debt 2 4,347 4,627 1 Balances r elate to operating leases entered between Korean JV and SK ecoplant. 2 Represent the total balance of two term loans entered between Korean JV and SK ecoplant in fiscal year 2023. |
Restructuring
Restructuring | 6 Months Ended |
Jun. 30, 2024 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring In September 2023, as a result of a review of current strategic priorities and resource allocation, we approved the restructuring plan (the “Restructuring Plan”) intended to realign our operational focus to support our multi-year growth, scale the business, and improve our cost structure and operating margins. Please refer to Part II, Item 8, Note 12 — Restructuring in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, for details. For the six months ended June 30, 2024, impact from restructuring on our condensed consolidated statements of operations was not material. We expect to incur $4.2 million in restructuring costs in subsequent quarters, out of which we expect $3.5 million will relate to relocation costs and $0.7 million will relate to other restructuring costs. However, the actual timing and amount of costs associated with these restructuring actions may differ from our current expectations and estimates and such differences may be material. The following table presents our current liability as accrued for restructuring charges on our condensed consolidated balance sheets. The table sets forth an analysis of the components of the restructuring charges and payments made against the accrual for the six months ended June 30, 2024 (in thousands): Six Months Ended June 30, 2024 Facility Closure Severance Other Total Balance at December 31, 2023 $ 2,577 $ 464 $ 752 $ 3,793 Restructuring accrual (release) (69) (385) 189 (265) Payments (2,466) (79) (578) (3,123) Balance at June 30, 2024 $ 42 $ — $ 363 $ 405 At June 30, 2024 and December 31, 2023, facility closure costs, severance, and other restructuring costs were included in accrued expenses and other current liabilities in our condensed consolidated balance sheets. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
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 for 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 occasionally issue purchase orders to our component suppliers and third-party manufacturers that are not cancellable. As of December 31, 2023, we had no material open purchase orders with our component suppliers and third-party manufacturers that are expected to be realized within more than a 12-month period and are not cancellable. Performance Guarantees — We guarantee the performance of the 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 as service revenue in the condensed consolidated statements of operations. We paid $1.8 million and $16.9 million for the three and six months ended June 30, 2024, respectively, for such performance guarantees. For the three and six months ended June 30, 2023, we paid $4.1 million and $19.9 million, respectively, for such performance guarantees. Letters of Credit — In 2019, pursuant to the PPA II upgrade of the Energy Servers, we agreed to indemnify our financing partner for losses that may be incurred in the event of certain regulatory, legal or legislative developments and established a cash-collateralized letter of credit facility for this purpose. As of June 30, 2024, and December 31, 2023, the balance of this cash-collateralized letter of credit was $20.5 million and $40.4 million, respectively. In addition, we have other outstanding letters of credit issued to our customers and other counterparties in the U.S. and international locations under different performance and financial obligations. These letters of credit are collateralized through cash deposited in the controlled bank accounts with the issuing banks and are classified as restricted cash in our condensed consolidated balance sheets. As of June 30, 2024, and December 31, 2023, the balances of the cash-collateralized letters of credit issued to our customers and other counterparties in the U.S. and international locations were $27.9 million and $32.6 million, respectively. Pledged Funds — In 2019, pursuant to the PPA IIIb upgrade of the 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, 2024, and December 31, 2023, the balance of the restricted cash fund was $7.7 million and $7.6 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. Investment Tax Credits — Our Energy Servers are eligible for federal Income Tax Credits (the “ITC”) 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. 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 matter may be materially different from our estimates. If an unfavorable resolution were to occur, there exists the possibility of a material adverse impact on our consolidated financial condition, results of operations or cash flows for the period in which the resolution occurs or 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. On June 4, 2024, the Superior Court issued an order granting the Plaintiffs’ request for the dismissal of the lawsuit with prejudice. 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 $3.0 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 seek its approval. The court issued a preliminary approval of the settlement on October 31, 2023. Notice of the settlement together with requested Plaintiff attorney fees was sent to the defined class of Bloom stockholders and on May 2, 2024, the final settlement was approved by the court. On May 9, 2024, in light of the stipulated settlement, the court issued an order dismissing the lawsuit with prejudice. 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. 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 of Santa Clara 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 decision of the Eastern District of Texas. A hearing by the arbitrator in WIPO on arbitrability took place on June 27, 2023. On October 2, 2023, the arbitrator in the WIPO proceeding issued a ruling concluding that all the parties’ claims were arbitrable. On November 18, 2023, the arbitrator bifurcated the arbitration into a first phase that will focus on Bloom’s claims directed to improper inventorship of the Patents-in-Suit and Bloom’s defective product claims. Briefing on the first phase will take place throughout 2024 with a potential evidentiary hearing to be scheduled in 2025. We are unable to predict the ultimate outcome of the arbitration at this time. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the three and six months ended June 30, 2024, we recorded an income tax provisions of $0.9 million and $0.4 million on pre-tax losses of $60.3 million and $117.4 million for effective tax rates of (1.4)% and (0.3)%, respectively. 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. The effective tax rate for the three and six months ended June 30, 2024, and 2023, is 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, 2024 | |
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 2024 2023 2024 2023 Convertible notes 52,245 31,146 50,003 22,713 Redeemable convertible preferred stock — 13,492 — 7,454 Stock options and awards 2,661 3,611 3,187 5,345 54,906 48,249 53,190 35,512 |
SK ecoplant Strategic Investmen
SK ecoplant Strategic Investment | 6 Months Ended |
Jun. 30, 2024 | |
Equity Method Investments and Joint Ventures [Abstract] | |
SK ecoplant Strategic Investment | SK ecoplant Strategic Investment In September 2023, we entered into the Amended and Restated Joint Venture Agreement (the “JVA”) and the Share Purchase Agreement (together, the “Amended JV Agreements”) with SK ecoplant which allowed SK ecoplant to increase its share of the voting rights in the Korean JV to 60% and increased the scope of assembly done by the joint venture facility in the Republic of Korea to full assembly. In January 2024, SK ecoplant increased its capital contribution to Korean JV by $3.9 million, which increased its voting rights in the Korean JV to 60%. However, as of June 30, 2024, we continue to consolidate the Korean JV in our financial statements as we remain a primary beneficiary of this joint venture. The following are the aggregate carrying values of the Korean JV’s assets and liabilities in our condensed consolidated balance sheets, after eliminations of intercompany transactions and balances, as of June 30, 2024, and December 31, 2023 (in thousands): June 30, December 31, 2024 2023 Assets Current assets: Cash and cash equivalents $ 6,918 $ 3,003 Accounts receivable 12,205 19,567 Inventories 13,484 8,156 Prepaid expenses and other current assets 484 644 Total current assets 33,091 31,370 Property and equipment, net 2,148 2,519 Operating lease right-of-use assets 1,873 2,138 Other long-term assets 43 46 Total assets $ 37,155 $ 36,073 Liabilities Current liabilities: Accounts payable $ 1,744 $ 3,480 Accrued expenses and other current liabilities 3,665 2,347 Operating lease liabilities 443 440 Total current liabilities 5,852 6,267 Operating lease liabilities 1,290 1,617 Non-recourse debt 4,347 4,627 Total liabilities $ 11,489 $ 12,511 For a description of the strategic investment with SK ecoplant Co., Ltd. (“SK ecoplant”, formerly known as SK Engineering & Construction Co., Ltd.), a subsidiary of the SK Group, please refer to 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, 2023. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events There have been no subsequent events that occurred during the period subsequent to the date of these unaudited condensed consolidated financial statements that would require adjustment to our disclosure in the unaudited condensed consolidated financial statements as presented. |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
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, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation We have prepared the unaudited 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”). |
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, 2023. |
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, 2023. |
Accounting Guidance Not Yet Adopted & Recent Accounting Pronouncements | Accounting Guidance Not Yet Adopted Refer to the accounting guidance not yet adopted described in Part II, Item 8, Note 2 — Summary of Significant Accounting Policies — Accounting Guidance Not Yet Adopted section in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Based on the Company’s continued evaluation, we do not expect a material impact from new accounting guidance not yet adopted to our unaudited condensed consolidated financial statements. 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, 2024 | |
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, 2024 2023 Accounts receivable $ 524,000 $ 340,740 Contract assets 90,388 41,366 Customer deposits 84,656 75,734 Deferred revenue 55,965 72,328 Three Months Ended Six Months Ended 2024 2023 2024 2023 Beginning balance $ 33,788 $ 47,778 $ 41,366 $ 46,727 Transferred to accounts receivable from contract assets recognized at the beginning of the period (3,148) (23,228) (21,295) (27,404) Revenue recognized and not billed as of the end of the period 59,748 10,632 70,317 15,859 Ending balance $ 90,388 $ 35,182 $ 90,388 $ 35,182 Deferred revenue activity during the three and six months ended June 30, 2024, and 2023, consisted of the following (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Beginning balance $ 59,468 $ 87,848 $ 72,328 $ 94,355 Additions 229,429 265,408 405,914 490,346 Revenue recognized (232,932) (268,146) (422,277) (499,591) Ending balance $ 55,965 $ 85,110 $ 55,965 $ 85,110 |
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 2024 2023 2024 2023 Revenue from contracts with customers: Product revenue $ 226,308 $ 214,706 $ 379,672 $ 408,451 Installation revenue 42,733 24,321 54,177 44,846 Services revenue 52,531 42,298 108,991 82,961 Electricity revenue 4,893 3,966 9,641 7,804 Total revenue from contract with customers 326,465 285,291 552,481 544,062 Revenue from contracts that contain leases: Electricity revenue 9,302 15,804 18,584 32,224 Total revenue $ 335,767 $ 301,095 $ 571,065 $ 576,286 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 2023 As Held: Cash $ 89,083 $ 144,102 Money market funds 548,721 601,076 $ 637,804 $ 745,178 As Reported: Cash and cash equivalents $ 581,684 $ 664,593 Restricted cash 56,120 80,585 $ 637,804 $ 745,178 |
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, 2024 2023 As Held: Cash $ 89,083 $ 144,102 Money market funds 548,721 601,076 $ 637,804 $ 745,178 As Reported: Cash and cash equivalents $ 581,684 $ 664,593 Restricted cash 56,120 80,585 $ 637,804 $ 745,178 Restricted cash consisted of the following (in thousands): June 30, December 31, 2024 2023 Restricted cash, current $ 25,167 $ 46,821 Restricted cash, non-current 30,953 33,764 $ 56,120 $ 80,585 |
Fair Value (Tables)
Fair Value (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 and liabilities 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, 2024 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 548,721 $ — $ — $ 548,721 $ 548,721 $ — $ — $ 548,721 Liabilities Derivatives: Embedded EPP derivatives $ — $ — $ 4,306 $ 4,306 $ — $ — $ 4,306 $ 4,306 Fair Value Measured at Reporting Date Using December 31, 2023 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 601,076 $ — $ — $ 601,076 $ 601,076 $ — $ — $ 601,076 Liabilities Derivatives: Embedded EPP derivatives $ — $ — $ 4,376 $ 4,376 $ — $ — $ 4,376 $ 4,376 |
Schedule of Change in Level 3 Financial Liabilities | The changes in the Level 3 financial liabilities during the six months ended June 30, 2024, were as follows (in thousands): Embedded EPP Derivative Liability Liabilities at December 31, 2023 $ 4,376 Changes in fair value (70) Liabilities at June 30, 2024 $ 4,306 |
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, 2024 December 31, 2023 Net Carrying Fair Value Net Carrying Fair Value Debt instruments Recourse: 3% Green Convertible Senior Notes due June 2029 $ 389,965 $ 341,924 $ — $ — 3% Green Convertible Senior Notes due June 2028 617,153 583,861 615,205 673,613 2.5% Green Convertible Senior Notes due August 2025 113,893 119,807 226,801 260,820 Non-recourse: 4.6% Term Loan due October 2026 $ 2,898 $ 2,785 $ 3,085 $ 2,866 4.6% Term Loan due April 2026 1,449 1,438 1,542 1,479 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 2023 Raw materials $ 298,708 $ 270,414 Work-in-progress 85,913 50,632 Finished goods 135,595 181,469 $ 520,216 $ 502,515 |
Schedule of Prepaid Expense and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): June 30, December 31, 2024 2023 Tax receivables $ 5,488 $ 3,231 Receivables from employees 4,413 6,538 Prepaid hardware and software maintenance 3,788 5,202 Prepaid managed services 3,355 5,636 Advance income tax provision 2,381 2,557 Interest receivable 2,375 1,697 Deposits made 1,644 1,702 Prepaid workers compensation 1,612 6,851 Deferred expenses 1,302 2,257 Prepaid deferred commissions 1,258 1,178 Prepaid rent 14 1,232 Other prepaid expenses and other current assets 12,472 13,067 $ 40,102 $ 51,148 |
Schedule of Property, Plant and Equipment | Property, plant and equipment, net consisted of the following (in thousands): June 30, December 31, 2024 2023 Energy Servers $ 309,725 $ 309,770 Machinery and equipment 195,511 174,549 Leasehold improvements 119,130 94,646 Construction-in-progress 81,076 104,650 Buildings 50,298 49,477 Computers, software and hardware 33,186 28,901 Furniture and fixtures 10,728 12,541 799,654 774,534 Less: accumulated depreciation (305,277) (281,182) $ 494,377 $ 493,352 |
Schedule of Other Long-Term Assets | Other long-term assets consisted of the following (in thousands): June 30, December 31, 2024 2023 Deferred commissions $ 12,237 $ 9,373 Deferred expenses 9,474 9,069 Long-term lease receivable 6,621 7,335 Deposits made 3,150 3,157 Prepaid managed services 1,916 1,646 Deferred tax asset 1,380 1,385 Prepaid and other long-term assets 19,385 18,243 $ 54,163 $ 50,208 |
Schedule of Product Warranty Liability And Product Performance Liabilities | Accrued warranty and product performance liabilities consisted of the following (in thousands): June 30, December 31, 2024 2023 Product performance $ 9,769 $ 18,066 Product warranty 2,619 1,260 $ 12,388 $ 19,326 Changes in the product warranty and product performance liabilities were as follows (in thousands): Balances at December 31, 2023 $ 19,326 Accrued warranty and product performance liabilities, net 9,957 Warranty and product performance expenditures during the period (16,895) Balances at June 30, 2024 $ 12,388 |
Schedule of Accrued Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): June 30, December 31, 2024 2023 Compensation and benefits $ 44,060 $ 47,901 General invoice and purchase order accruals 30,703 36,266 Sales tax liabilities 14,246 17,412 Sales-related liabilities 8,439 5,121 Accrued installation 5,779 4,939 Interest payable 3,913 3,823 Provision for income tax 2,614 3,374 Accrued legal expenses 1,432 1,359 Accrued consulting expenses 1,391 3,244 Finance lease liability 887 1,072 Accrued restructuring costs (Note 11) 405 3,793 Other 2,530 2,575 $ 116,399 $ 130,879 |
Outstanding Loans and Securit_2
Outstanding Loans and Security Agreements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following is a summary of our debt as of June 30, 2024 (in thousands, except percentage data): Unpaid Net Carrying Value Interest Maturity Dates Entity Current Long- Total 3% Green Convertible Senior Notes due June 2029 $ 402,500 $ — $ 389,965 $ 389,965 3.0% June 2029 Company 3% Green Convertible Senior Notes due June 2028 632,500 — 617,153 617,153 3.0% June 2028 Company 2.5% Green Convertible Senior Notes due August 2025 115,000 — 113,893 113,893 2.5% August 2025 Company Total recourse debt 1,150,000 — 1,121,011 1,121,011 4.6% Term Loan due October 2026 2,898 — 2,898 2,898 4.6% October 2026 Korean JV 4.6% Term Loan due April 2026 1,449 — 1,449 1,449 4.6% April 2026 Korean JV Total non-recourse debt 4,347 — 4,347 4,347 Total debt $ 1,154,347 $ — $ 1,125,358 $ 1,125,358 The following is a summary of our debt as of December 31, 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 $ — $ 615,205 $ 615,205 3.0% June 2028 Company 2.5% Green Convertible Senior Notes due August 2025 230,000 — 226,801 226,801 2.5% August 2025 Company Total recourse debt 862,500 — 842,006 842,006 4.6% Term Loan due October 2026 3,085 — 3,085 3,085 4.6% October 2026 Korean JV 4.6% Term Loan due April 2026 1,542 — 1,542 1,542 4.6% April 2026 Korean JV Total non-recourse debt 4,627 — 4,627 4,627 Total debt $ 867,127 $ — $ 846,633 $ 846,633 |
Schedule of Repayment and Interest Expense | The following table presents details of our outstanding loan principal repayment schedule as of June 30, 2024 (in thousands): Remainder of 2024 $ — 2025 115,000 2026 4,347 2027 — 2028 632,500 Thereafter 402,500 $ 1,154,347 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Schedule of Assets and Liabilities Leases | Operating and financing lease right-of-use assets and lease liabilities as of June 30, 2024, and December 31, 2023, were as follows (in thousands): June 30, December 31, 2024 2023 Operating Leases: Operating lease right-of-use assets, net 1, 2 $ 134,972 $ 139,732 Current operating lease liabilities (20,123) (20,245) Non-current operating lease liabilities (137,209) (141,939) Total operating lease liabilities $ (157,332) $ (162,184) Finance Leases: Finance lease right-of-use assets, net 2, 3, 4 $ 2,433 $ 2,708 Current finance lease liabilities 5 (887) (1,072) Non-current finance lease liabilities 6 (1,744) (1,837) Total finance lease liabilities $ (2,631) $ (2,909) Total lease liabilities $ (159,963) $ (165,093) 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 lease costs for the three and six months ended June 30, 2024, and 2023, were as follows (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Operating lease costs $ 9,037 $ 8,166 $ 17,942 $ 15,965 Financing lease costs: Amortization of right-of-use assets 194 194 491 395 Interest on lease liabilities 63 69 129 131 Total financing lease costs 257 263 620 526 Short-term lease costs 23 733 32 1,177 Total lease costs $ 9,317 $ 9,162 $ 18,594 $ 17,668 Weighted average remaining lease terms and discount rates for our leases as of June 30, 2024, and December 31, 2023, were as follows: June 30, December 31, 2024 2023 Weighted average remaining lease term: Operating leases 7.1 years 7.4 years Finance leases 3.2 years 3.2 years Weighted average discount rate: Operating leases 10.6 % 10.6 % Finance leases 9.6 % 9.5 % |
Schedule of Finance Lease, Liability, Fiscal Year Maturity | Future lease payments under lease agreements as of June 30, 2024, were as follows (in thousands): Operating Leases Finance Leases Remainder of 2024 $ 18,266 $ 620 2025 33,877 938 2026 33,879 712 2027 33,257 547 2028 27,155 217 2029 20,412 28 Thereafter 61,212 — Total minimum lease payments 228,058 3,062 Less: amounts representing interest or imputed interest (70,726) (431) Present value of lease liabilities $ 157,332 $ 2,631 At June 30, 2024, future lease payments under the Managed Services Agreements financing obligations were as follows (in thousands): Financing Obligations Remainder of 2024 $ 21,342 2025 43,157 2026 38,595 2027 22,271 2028 12,369 Thereafter 26,773 Total minimum lease payments 164,507 Less: imputed interest (83,876) Present value of net minimum lease payments 80,631 Less: current financing obligations (28,334) Long-term financing obligations $ 52,297 |
Schedule of Lessee, Operating Lease, Liability, Maturity | Future lease payments under lease agreements as of June 30, 2024, were as follows (in thousands): Operating Leases Finance Leases Remainder of 2024 $ 18,266 $ 620 2025 33,877 938 2026 33,879 712 2027 33,257 547 2028 27,155 217 2029 20,412 28 Thereafter 61,212 — Total minimum lease payments 228,058 3,062 Less: amounts representing interest or imputed interest (70,726) (431) Present value of lease liabilities $ 157,332 $ 2,631 At June 30, 2024, future lease payments under the Managed Services Agreements financing obligations were as follows (in thousands): Financing Obligations Remainder of 2024 $ 21,342 2025 43,157 2026 38,595 2027 22,271 2028 12,369 Thereafter 26,773 Total minimum lease payments 164,507 Less: imputed interest (83,876) Present value of net minimum lease payments 80,631 Less: current financing obligations (28,334) Long-term financing obligations $ 52,297 |
Stock-Based Compensation and _2
Stock-Based Compensation and Employee Benefit Plans (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 2024 2023 2024 2023 Cost of revenue $ 4,110 $ 5,067 $ 7,924 $ 9,228 Research and development 6,008 7,678 11,092 16,088 Sales and marketing 3,270 6,257 5,360 12,074 General and administrative 6,035 9,477 13,907 20,642 $ 19,423 $ 28,479 $ 38,283 $ 58,032 |
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) Balances at December 31, 2023 7,247,624 $ 20.93 3.8 $ 19,446 Granted 1,175,348 9.66 Exercised (118,394) 5.94 Expired (579,293) 26.55 Balances at June 30, 2024 7,725,285 19.01 4.4 16,183 Vested and expected to vest at June 30, 2024 7,384,089 19.46 4.1 15,184 Exercisable at June 30, 2024 6,569,937 $ 20.66 3.4 $ 13,023 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, 2023 32,877,906 Added to plan 9,674,114 Granted (5,470,998) Cancelled/Forfeited 1,526,358 Expired (463,986) Balances at June 30, 2024 38,143,394 |
Schedule of Weighted-Average Valuation Assumptions | We used the following weighted-average assumptions in applying the Black-Scholes valuation model for determination of the stock options valuation: Risk-free interest rate 4.1% - 4.4% Expected term (years) 6 Expected dividend yield — Expected volatility 96.0% - 97.1% |
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, 2023 9,889,341 $ 18.25 Granted 4,497,816 9.84 Vested (2,087,979) 19.53 Forfeited (1,149,231) 19.63 Unvested Balance at June 30, 2024 11,149,947 $ 14.48 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Our operations include the following related party transactions (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Total revenue from related parties 1 $ 86,846 $ 4,585 $ 209,014 $ 5,418 Cost of product revenue 2 54 — 74 — General and administrative expenses 3 158 — 361 — Interest expense 4 50 — 102 — Other expense, net 5 (376) — (867) — 1 Includes revenue from SK ecoplant for the three and six months ended June 30, 2024, which became a related party on September 23, 2023, however we had transactions with SK ecoplant in prior period (see Note 15 — SK ecoplant Strategic Investment ). Revenue from related parties for the three and six months ended June 30, 2023, relates to Korean JV in its entirety. 2 Includes expenses billed by SK ecoplant to Korean JV for headcount support services. 3 Includes rent expenses per operating lease agreements entered between Korean JV and SK ecoplant and miscellaneous expenses billed by SK ecoplant to Korean JV. 4 Interest expense per two term loans entered between Korean JV and SK ecoplant in fiscal year 2023. 5 Other expense, net is represented by realized foreign gain for the three and six months ended June 30, 2024. Below is the summary of outstanding related party balances as of June 30, 2024, and December 31, 2023 (in thousands): June 30, December 31, 2024 2023 Accounts receivable $ 348,178 $ 262,031 Contract assets 898 6,872 Deferred cost of revenue, current — 875 Prepaid expenses and other current assets 1,302 2,257 Operating lease right-of-use assets 1 1,702 2,031 Other long-term assets 9,474 9,069 Accounts payable — 77 Accrued expenses and other current liabilities 5,808 3,427 Deferred revenue and customer deposits, current 8,573 1,707 Operating lease liabilities, current 1 443 440 Deferred revenue and customer deposits, non-current 4,254 6,709 Operating lease liabilities, non-current 1 1,290 1,617 Non-recourse debt 2 4,347 4,627 1 Balances r elate to operating leases entered between Korean JV and SK ecoplant. 2 Represent the total balance of two term loans entered between Korean JV and SK ecoplant in fiscal year 2023. |
Restructuring (Tables)
Restructuring (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring and Related Costs | The following table presents our current liability as accrued for restructuring charges on our condensed consolidated balance sheets. The table sets forth an analysis of the components of the restructuring charges and payments made against the accrual for the six months ended June 30, 2024 (in thousands): Six Months Ended June 30, 2024 Facility Closure Severance Other Total Balance at December 31, 2023 $ 2,577 $ 464 $ 752 $ 3,793 Restructuring accrual (release) (69) (385) 189 (265) Payments (2,466) (79) (578) (3,123) Balance at June 30, 2024 $ 42 $ — $ 363 $ 405 |
Net Loss per Share Available _2
Net Loss per Share Available to Common Stockholders (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 2024 2023 2024 2023 Convertible notes 52,245 31,146 50,003 22,713 Redeemable convertible preferred stock — 13,492 — 7,454 Stock options and awards 2,661 3,611 3,187 5,345 54,906 48,249 53,190 35,512 |
SK ecoplant Strategic Investm_2
SK ecoplant Strategic Investment (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Condensed Balance Sheet | The following are the aggregate carrying values of the Korean JV’s assets and liabilities in our condensed consolidated balance sheets, after eliminations of intercompany transactions and balances, as of June 30, 2024, and December 31, 2023 (in thousands): June 30, December 31, 2024 2023 Assets Current assets: Cash and cash equivalents $ 6,918 $ 3,003 Accounts receivable 12,205 19,567 Inventories 13,484 8,156 Prepaid expenses and other current assets 484 644 Total current assets 33,091 31,370 Property and equipment, net 2,148 2,519 Operating lease right-of-use assets 1,873 2,138 Other long-term assets 43 46 Total assets $ 37,155 $ 36,073 Liabilities Current liabilities: Accounts payable $ 1,744 $ 3,480 Accrued expenses and other current liabilities 3,665 2,347 Operating lease liabilities 443 440 Total current liabilities 5,852 6,267 Operating lease liabilities 1,290 1,617 Non-recourse debt 4,347 4,627 Total liabilities $ 11,489 $ 12,511 |
Nature of Business, Liquidity_2
Nature of Business, Liquidity and Basis of Presentation (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
May 29, 2024 USD ($) | Jun. 30, 2024 USD ($) customer | Jun. 30, 2023 customer | Jun. 30, 2024 USD ($) customer | Jun. 30, 2023 customer | Dec. 31, 2023 USD ($) customer | Aug. 31, 2020 | |
Subsidiary, Sale of Stock [Line Items] | |||||||
Long-term debt | $ 1,125,358 | $ 1,125,358 | $ 846,633 | ||||
Unpaid Principal Balance | $ 1,154,347 | $ 1,154,347 | $ 867,127 | ||||
Sales Revenue, Net | Customer Concentration Risk | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of customers | customer | 2 | 3 | 2 | 3 | |||
Sales Revenue, Net | Customer Concentration Risk | Customer One | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Concentration risk, percentage | 36% | 39% | 37% | 40% | |||
Sales Revenue, Net | Customer Concentration Risk | Customer Two | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Concentration risk, percentage | 26% | 22% | 27% | 13% | |||
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 | 66% | 74% | |||||
Accounts Receivable | Customer Concentration Risk | Customer Two | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Concentration risk, percentage | 20% | ||||||
Asia Pacific | Sales Revenue, Net | Geographic Concentration Risk | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Concentration risk, percentage | 83% | 73% | 65% | 83% | |||
2.5% Green Convertible Senior Notes due August 2025 | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Debt instrument, repurchased notes percentage | 0.033 | 0.033 | |||||
Total recourse debt | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Long-term debt | $ 1,121,011 | $ 1,121,011 | $ 842,006 | ||||
Unpaid Principal Balance | 1,150,000 | 1,150,000 | 862,500 | ||||
Total non-recourse debt | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Long-term debt | 4,347 | 4,347 | 4,627 | ||||
Unpaid Principal Balance | $ 4,347 | $ 4,347 | $ 4,627 | ||||
Senior Secured Notes | 3% Green Convertible Senior Notes due June 2029 | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Interest Rate | 3% | 3% | 3% | ||||
Unpaid Principal Balance | $ 402,500 | $ 402,500 | $ 402,500 | ||||
Debt instrument, unamortized discount | 12,100 | $ 1,100 | $ 1,100 | ||||
Debt other issuance costs, net | 700 | ||||||
Proceeds from debt, net of issuance costs | 389,700 | ||||||
Debt instrument, covenant, event of default, special interest received by noteholders, not To exceed | 0.50% | 0.50% | |||||
Senior Secured Notes | 2.5% Green Convertible Senior Notes due August 2025 | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Interest Rate | 2.50% | 2.50% | 2.50% | 2.50% | |||
Unpaid Principal Balance | $ 115,000 | $ 115,000 | $ 230,000 | ||||
Proceeds from debt, net of issuance costs | $ 141,800 | ||||||
Debt instrument, covenant, event of default, special interest received by noteholders, not To exceed | 50% | ||||||
Debt instrument, repurchased notes percentage | 1.226 | ||||||
Notes | 2.5% Green Convertible Senior Notes due August 2025 | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Secured long-term debt, noncurrent | $ 115,000 |
Revenue Recognition - Contract
Revenue Recognition - Contract Balances (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||||||
Accounts receivable | $ 524,000 | $ 340,740 | ||||
Contract assets | 90,388 | $ 33,788 | 41,366 | $ 35,182 | $ 47,778 | $ 46,727 |
Customer deposits | 84,656 | 75,734 | ||||
Deferred revenue | $ 55,965 | $ 72,328 |
Revenue Recognition - Contrac_2
Revenue Recognition - Contract Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Contract With Customer, Asset, After Allowance for Credit Loss [Roll Forward] | ||||
Beginning balance | $ 33,788 | $ 47,778 | $ 41,366 | $ 46,727 |
Transferred to accounts receivable from contract assets recognized at the beginning of the period | (3,148) | (23,228) | (21,295) | (27,404) |
Revenue recognized and not billed as of the end of the period | 59,748 | 10,632 | 70,317 | 15,859 |
Ending balance | $ 90,388 | $ 35,182 | $ 90,388 | $ 35,182 |
Revenue Recognition - Contrac_3
Revenue Recognition - Contract Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Contract With Customer, Liability, Deferred Revenue [Roll Forward] | ||||
Beginning balance | $ 59,468 | $ 87,848 | $ 72,328 | $ 94,355 |
Additions | 229,429 | 265,408 | 405,914 | 490,346 |
Revenue recognized | (232,932) | (268,146) | (422,277) | (499,591) |
Ending balance | $ 55,965 | $ 85,110 | $ 55,965 | $ 85,110 |
Revenue Recognition - Revenue b
Revenue Recognition - Revenue by Source (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Disaggregation of Revenue [Line Items] | |||||
Total revenue from contract with customers | $ 326,465 | $ 285,291 | $ 552,481 | $ 544,062 | |
Total revenue | [1] | 335,767 | 301,095 | 571,065 | 576,286 |
Product revenue | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue from contract with customers | 226,308 | 214,706 | 379,672 | 408,451 | |
Total revenue | [1] | 226,308 | 214,706 | 379,672 | 408,451 |
Installation revenue | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue from contract with customers | 42,733 | 24,321 | 54,177 | 44,846 | |
Total revenue | [1] | 42,733 | 24,321 | 54,177 | 44,846 |
Services revenue | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue from contract with customers | 52,531 | 42,298 | 108,991 | 82,961 | |
Total revenue | [1] | 52,531 | 42,298 | 108,991 | 82,961 |
Electricity revenue | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue from contract with customers | 4,893 | 3,966 | 9,641 | 7,804 | |
Revenue from contracts that contain leases | 9,302 | 15,804 | 18,584 | 32,224 | |
Total revenue | [1] | $ 14,195 | $ 19,770 | $ 28,225 | $ 40,028 |
[1] Including related party revenue of $86.8 million and $209.0 million for the three and six months ended June 30, 2024, respectively, and $4.6 million and $5.4 million for the three and six months ended June 30, 2023, respectively. |
Financial Instruments - Cash an
Financial Instruments - Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Debt Securities, Available-for-sale [Line Items] | |||||
Cash and cash equivalents | [1] | $ 581,684 | $ 664,593 | ||
Restricted cash | 56,120 | 80,585 | |||
Cash, cash equivalents and restricted cash | 637,804 | 745,178 | $ 922,544 | $ 518,366 | |
Cash | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Cash, cash equivalents and restricted cash | 89,083 | 144,102 | |||
Money market funds | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Cash, cash equivalents and restricted cash | $ 548,721 | $ 601,076 | |||
[1] We have a variable interest entity related to a joint venture in the Republic of Korea (see Note 15 — SK ecoplant Strategic Investment ), which represents 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, 2024 | Dec. 31, 2023 | |
Cash and Cash Equivalents [Abstract] | |||
Restricted cash, current | [1] | $ 25,167 | $ 46,821 |
Restricted cash, non-current | [1] | 30,953 | 33,764 |
Restricted cash | $ 56,120 | $ 80,585 | |
[1] We have a variable interest entity related to a joint venture in the Republic of Korea (see Note 15 — SK ecoplant Strategic Investment ), which represents 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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Cash and Cash Equivalents [Abstract] | ||||
Cash proceeds from derecognition of accounts receivable | $ 21,600,000 | $ 0 | $ 102,300,000 | $ 59,600,000 |
Cost of factoring | $ 500,000 | $ 0 | $ 2,400,000 | $ 700,000 |
Fair Value - Financial Assets a
Fair Value - Financial Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Assets | ||
Total assets | $ 548,721 | $ 601,076 |
Liabilities | ||
Total liabilities | 4,306 | 4,376 |
Money market funds | ||
Assets | ||
Money market funds | 548,721 | 601,076 |
Embedded EPP derivatives | ||
Liabilities | ||
Derivatives | 4,306 | 4,376 |
Level 1 | ||
Assets | ||
Total assets | 548,721 | 601,076 |
Liabilities | ||
Total liabilities | 0 | 0 |
Level 1 | Money market funds | ||
Assets | ||
Money market funds | 548,721 | 601,076 |
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 | 4,306 | 4,376 |
Level 3 | Money market funds | ||
Assets | ||
Money market funds | 0 | 0 |
Level 3 | Embedded EPP derivatives | ||
Liabilities | ||
Derivatives | $ 4,306 | $ 4,376 |
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, 2024 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 4,376 |
Changes in fair value | (70) |
Ending balance | $ 4,306 |
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, 2024 | May 29, 2024 | Dec. 31, 2023 | Aug. 31, 2020 |
3% Green Convertible Senior Notes due June 2029 | Senior Secured Notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Interest Rate | 3% | 3% | ||
3% Green Convertible Senior Notes due June 2029 | Senior Secured Notes | Net Carrying Value | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Total | $ 389,965 | $ 0 | ||
3% Green Convertible Senior Notes due June 2029 | Senior Secured Notes | Fair Value | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Total | $ 341,924 | $ 0 | ||
3% Green Convertible Senior Notes due June 2028 | Senior Secured Notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Interest Rate | 3% | 3% | ||
3% Green Convertible Senior Notes due June 2028 | Senior Secured Notes | Net Carrying Value | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Total | $ 617,153 | $ 615,205 | ||
3% Green Convertible Senior Notes due June 2028 | Senior Secured Notes | Fair Value | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Total | $ 583,861 | $ 673,613 | ||
2.5% Green Convertible Senior Notes due August 2025 | Senior Secured Notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Interest Rate | 2.50% | 2.50% | 2.50% | |
2.5% Green Convertible Senior Notes due August 2025 | Senior Secured Notes | Net Carrying Value | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Total | $ 113,893 | $ 226,801 | ||
2.5% Green Convertible Senior Notes due August 2025 | Senior Secured Notes | Fair Value | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Total | $ 119,807 | $ 260,820 | ||
4.6% Term Loan due October 2026 | Term Loan | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Interest Rate | 4.60% | 4.60% | ||
4.6% Term Loan due October 2026 | Term Loan | Net Carrying Value | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Total | $ 2,898 | $ 3,085 | ||
4.6% Term Loan due October 2026 | Term Loan | Fair Value | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Total | $ 2,785 | $ 2,866 | ||
4.6% Term Loan due April 2026 | Term Loan | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Interest Rate | 4.60% | 4.60% | ||
4.6% Term Loan due April 2026 | Term Loan | Net Carrying Value | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Total | $ 1,449 | $ 1,542 | ||
4.6% Term Loan due April 2026 | Term Loan | Fair Value | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Total | $ 1,438 | $ 1,479 |
Balance Sheet Components - Narr
Balance Sheet Components - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Property Subject to or Available for Operating Lease [Line Items] | |||||
Increase in accounts receivable | [1] | $ 183,272,000 | $ 99,951,000 | ||
Depreciation and amortization | 25,925,000 | 35,668,000 | |||
Variable Interest Entity, Primary Beneficiary | |||||
Property Subject to or Available for Operating Lease [Line Items] | |||||
Operating leases, depreciation expense | $ 0 | $ 3,600,000 | 0 | 7,200,000 | |
Property, plant and equipment | |||||
Property Subject to or Available for Operating Lease [Line Items] | |||||
Depreciation and amortization | $ 13,400,000 | $ 17,500,000 | $ 25,900,000 | $ 35,700,000 | |
[1] Including changes in related party balances of $86.1 million and $1.7 million for the six months ended June 30, 2024, and 2023, respectively. |
Balance Sheet Components - Inve
Balance Sheet Components - Inventories, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Raw materials | $ 298,708 | $ 270,414 | |
Work-in-progress | 85,913 | 50,632 | |
Finished goods | 135,595 | 181,469 | |
Inventory, net | [1] | 520,216 | 502,515 |
Inventory reserves | $ 17,400 | $ 18,700 | |
[1] We have a variable interest entity related to a joint venture in the Republic of Korea (see Note 15 — SK ecoplant Strategic Investment ), which represents 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, 2024 | Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Tax receivables | $ 5,488 | $ 3,231 | |
Receivables from employees | 4,413 | 6,538 | |
Prepaid hardware and software maintenance | 3,788 | 5,202 | |
Prepaid managed services | 3,355 | 5,636 | |
Advance income tax provision | 2,381 | 2,557 | |
Interest receivable | 2,375 | 1,697 | |
Deposits made | 1,644 | 1,702 | |
Prepaid workers compensation | 1,612 | 6,851 | |
Deferred expenses | 1,302 | 2,257 | |
Prepaid deferred commissions | 1,258 | 1,178 | |
Prepaid rent | 14 | 1,232 | |
Other prepaid expenses and other current assets | 12,472 | 13,067 | |
Total prepaid expenses and other current assets | [1],[2] | $ 40,102 | $ 51,148 |
[1] We have a variable interest entity related to a joint venture in the Republic of Korea (see Note 15 — SK ecoplant Strategic Investment ), which represents 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, 2024 | Dec. 31, 2023 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 799,654 | $ 774,534 | |
Less: accumulated depreciation | (305,277) | (281,182) | |
Property, plant and equipment, net | [1] | 494,377 | 493,352 |
Energy Servers | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 309,725 | 309,770 | |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 195,511 | 174,549 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 119,130 | 94,646 | |
Construction-in-progress | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 81,076 | 104,650 | |
Buildings | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 50,298 | 49,477 | |
Computers, software and hardware | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 33,186 | 28,901 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 10,728 | $ 12,541 | |
[1] We have a variable interest entity related to a joint venture in the Republic of Korea (see Note 15 — SK ecoplant Strategic Investment ), which represents a portion of the consolidated balances recorded within these financial statement line items. |
Balance Sheet Components - Othe
Balance Sheet Components - Other Long-Term Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Deferred commissions | $ 12,237 | $ 9,373 | |
Deferred expenses | 9,474 | 9,069 | |
Long-term lease receivable | 6,621 | 7,335 | |
Deposits made | 3,150 | 3,157 | |
Prepaid managed services | 1,916 | 1,646 | |
Deferred tax asset | 1,380 | 1,385 | |
Prepaid and other long-term assets | 19,385 | 18,243 | |
Other long-term assets | [1],[2] | $ 54,163 | $ 50,208 |
[1] We have a variable interest entity related to a joint venture in the Republic of Korea (see Note 15 — SK ecoplant Strategic Investment ), which represents a portion of the consolidated balances recorded within these financial statement line items. |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Warranty and Product Performance Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Product performance | $ 9,769 | $ 18,066 |
Product warranty | 2,619 | 1,260 |
Accrued warranty liabilities | $ 12,388 | $ 19,326 |
Balance Sheet Components - Stan
Balance Sheet Components - Standard Product Warranty Liability (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Movement in Standard Product Warranty Accrual [Roll Forward] | |
Accrued warranty and product performance liabilities, beginning balance | $ 19,326 |
Accrued warranty and product performance liabilities, net | 9,957 |
Warranty and product performance expenditures during the period | (16,895) |
Accrued warranty and product performance liabilities, ending balance | $ 12,388 |
Balance Sheet Components - Ac_2
Balance Sheet Components - Accrued Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Compensation and benefits | $ 44,060 | $ 47,901 | |
General invoice and purchase order accruals | 30,703 | 36,266 | |
Sales tax liabilities | 14,246 | 17,412 | |
Sales-related liabilities | 8,439 | 5,121 | |
Accrued installation | 5,779 | 4,939 | |
Interest payable | 3,913 | 3,823 | |
Provision for income tax | 2,614 | 3,374 | |
Accrued legal expenses | 1,432 | 1,359 | |
Accrued consulting expenses | 1,391 | 3,244 | |
Finance lease liability | 887 | 1,072 | |
Accrued restructuring costs | 405 | 3,793 | |
Other | 2,530 | 2,575 | |
Accrued other current liabilities | [1],[2] | $ 116,399 | $ 130,879 |
[1] We have a variable interest entity related to a joint venture in the Republic of Korea (see Note 15 — SK ecoplant Strategic Investment ), which represents a portion of the consolidated balances recorded within these financial statement line items. |
Outstanding Loans and Securit_3
Outstanding Loans and Security Agreements - Schedule of Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | May 29, 2024 | Dec. 31, 2023 | Aug. 31, 2020 |
Debt Instrument [Line Items] | ||||
Unpaid Principal Balance | $ 1,154,347 | $ 867,127 | ||
Current | 0 | 0 | ||
Long- Term | 1,125,358 | 846,633 | ||
Total | 1,125,358 | 846,633 | ||
Total recourse debt | ||||
Debt Instrument [Line Items] | ||||
Unpaid Principal Balance | 1,150,000 | 862,500 | ||
Current | 0 | 0 | ||
Long- Term | 1,121,011 | 842,006 | ||
Total | 1,121,011 | 842,006 | ||
Total non-recourse debt | ||||
Debt Instrument [Line Items] | ||||
Unpaid Principal Balance | 4,347 | 4,627 | ||
Current | 0 | 0 | ||
Long- Term | 4,347 | 4,627 | ||
Total | $ 4,347 | 4,627 | ||
3% Green Convertible Senior Notes due June 2029 | Senior Secured Notes | ||||
Debt Instrument [Line Items] | ||||
Interest Rate | 3% | 3% | ||
Unpaid Principal Balance | $ 402,500 | $ 402,500 | ||
Current | 0 | |||
Long- Term | 389,965 | |||
3% Green Convertible Senior Notes due June 2029 | Senior Secured Notes | Net Carrying Value | ||||
Debt Instrument [Line Items] | ||||
Total | $ 389,965 | $ 0 | ||
3% Green Convertible Senior Notes due June 2028 | Senior Secured Notes | ||||
Debt Instrument [Line Items] | ||||
Interest Rate | 3% | 3% | ||
Unpaid Principal Balance | $ 632,500 | $ 632,500 | ||
Current | 0 | 0 | ||
Long- Term | 617,153 | 615,205 | ||
3% Green Convertible Senior Notes due June 2028 | Senior Secured Notes | Net Carrying Value | ||||
Debt Instrument [Line Items] | ||||
Total | $ 617,153 | $ 615,205 | ||
2.5% Green Convertible Senior Notes due August 2025 | Senior Secured Notes | ||||
Debt Instrument [Line Items] | ||||
Interest Rate | 2.50% | 2.50% | 2.50% | |
Unpaid Principal Balance | $ 115,000 | $ 230,000 | ||
Current | 0 | 0 | ||
Long- Term | 113,893 | 226,801 | ||
2.5% Green Convertible Senior Notes due August 2025 | Senior Secured Notes | Net Carrying Value | ||||
Debt Instrument [Line Items] | ||||
Total | $ 113,893 | $ 226,801 | ||
4.6% Term Loan due October 2026 | Term Loan | ||||
Debt Instrument [Line Items] | ||||
Interest Rate | 4.60% | 4.60% | ||
Unpaid Principal Balance | $ 2,898 | $ 3,085 | ||
Current | 0 | 0 | ||
Long- Term | 2,898 | 3,085 | ||
4.6% Term Loan due October 2026 | Term Loan | Net Carrying Value | ||||
Debt Instrument [Line Items] | ||||
Total | $ 2,898 | $ 3,085 | ||
4.6% Term Loan due April 2026 | Term Loan | ||||
Debt Instrument [Line Items] | ||||
Interest Rate | 4.60% | 4.60% | ||
Unpaid Principal Balance | $ 1,449 | $ 1,542 | ||
Current | 0 | 0 | ||
Long- Term | 1,449 | 1,542 | ||
4.6% Term Loan due April 2026 | Term Loan | Net Carrying Value | ||||
Debt Instrument [Line Items] | ||||
Total | $ 1,449 | $ 1,542 |
Outstanding Loans and Securit_4
Outstanding Loans and Security Agreements - Recourse Debt Facilities Narrative (Details) | 3 Months Ended | 6 Months Ended | |||||
May 29, 2024 USD ($) $ / shares | Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) day $ / shares shares | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) $ / shares | Aug. 31, 2020 USD ($) | |
Debt Instrument [Line Items] | |||||||
Gain (loss) on extinguishment of debt | $ (27,182,000) | $ (2,873,000) | $ (27,182,000) | $ (2,873,000) | |||
Class A common stock | |||||||
Debt Instrument [Line Items] | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
3% Green Convertible Senior Notes due June 2029 | |||||||
Debt Instrument [Line Items] | |||||||
Redemption price, percentage | 130% | ||||||
3% Green Convertible Senior Notes due June 2029 | Senior Secured Notes | |||||||
Debt Instrument [Line Items] | |||||||
Interest Rate | 3% | 3% | 3% | ||||
Debt face amount | $ 402,500,000 | ||||||
Debt instrument, unamortized discount | 12,100,000 | $ 1,100,000 | $ 1,100,000 | ||||
Other issuance costs | 700,000 | $ 200,000 | |||||
Proceeds from debt, net of issuance costs | 389,700,000 | ||||||
Debt instrument, face amount, additional purchase option | $ 52,500,000 | ||||||
Debt instrument, percentage of product closing price | 98% | ||||||
Convertible, conversion ratio | 0.0479795 | ||||||
Debt instrument, covenant, event of default, special interest received by noteholders, period | 180 days | ||||||
Debt instrument, covenant, event of default, special interest received by noteholders, not To exceed | 0.50% | 0.50% | |||||
Debt Instrument, Interest Rate, Effective Percentage | 3.80% | ||||||
Interest expense | $ 1,300,000 | ||||||
Unamortized debt issuance costs | $ 12,600,000 | $ 12,600,000 | |||||
3% Green Convertible Senior Notes due June 2029 | Senior Secured Notes | Class A common stock | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, convertible, stock price trigger (usd per share) | $ / shares | $ 20.84 | ||||||
Debt instrument, convertible, number of shares available for conversion | shares | 25,588,011 | 25,588,011 | |||||
3% Green Convertible Senior Notes due June 2029 | Senior Secured Notes | Class A common stock | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Convertible, conversion ratio | 0.0155932 | ||||||
3% Green Convertible Senior Notes due June 2029 | Senior Secured Notes | Debt Conversion Terms One | |||||||
Debt Instrument [Line Items] | |||||||
Threshold trading day | day | 20 | ||||||
Threshold consecutive trading days | day | 30 | ||||||
3% Green Convertible Senior Notes due June 2029 | Senior Secured Notes | Debt Conversion Terms Two | |||||||
Debt Instrument [Line Items] | |||||||
Threshold trading day | day | 5 | ||||||
Threshold consecutive trading days | day | 5 | ||||||
3% Green Convertible Senior Notes due June 2028 | Senior Secured Notes | |||||||
Debt Instrument [Line Items] | |||||||
Interest Rate | 3% | 3% | 3% | ||||
Other issuance costs | $ 1,000,000 | 500,000 | $ 2,000,000 | 500,000 | |||
Interest expense | 5,700,000 | 2,900,000 | 11,400,000 | 2,900,000 | |||
Interest expense, contractual | 4,700,000 | $ 2,400,000 | 9,400,000 | $ 2,400,000 | |||
Unamortized debt issuance costs | $ 15,300,000 | $ 15,300,000 | $ 17,300,000 | ||||
2.5% Green Convertible Senior Notes due August 2025 | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, repurchased notes percentage | 0.033 | 0.033 | |||||
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% | |||
Proceeds from debt, net of issuance costs | $ 141,800,000 | ||||||
Debt instrument, covenant, event of default, special interest received by noteholders, not To exceed | 50% | ||||||
Interest expense | $ 1,600,000 | $ 3,500,000 | |||||
Interest expense, contractual | 1,200,000 | 2,600,000 | |||||
Unamortized debt issuance costs | 1,100,000 | 1,100,000 | $ 3,200,000 | ||||
Debt instrument, repurchased notes percentage | 1.226 | ||||||
Amortization of issuance costs | $ 400,000 | 900,000 | |||||
2.5% Green Convertible Senior Notes due August 2025 | Notes | |||||||
Debt Instrument [Line Items] | |||||||
Secured long-term debt, noncurrent | $ 115,000,000 | ||||||
Debt instrument premium percentage | 0.226 | ||||||
Debt instrument, unamortized premium | $ 26,000,000 | ||||||
Accrued interest | $ 800,000 | ||||||
Gain (loss) on extinguishment of debt | $ (27,200,000) |
Outstanding Loans and Securit_5
Outstanding Loans and Security Agreements - Schedule of Repayments (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
Remainder of 2024 | $ 0 | |
2025 | 115,000 | |
2026 | 4,347 | |
2027 | 0 | |
2028 | 632,500 | |
Thereafter | 402,500 | |
Total | $ 1,154,347 | $ 867,127 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Lessee, Lease, Description [Line Items] | |||||
Rent expense | $ 5,600 | $ 5,700 | $ 11,200 | $ 11,300 | |
Total revenue from contract with customers | 326,465 | 285,291 | 552,481 | 544,062 | |
Total lease costs | 9,317 | 9,162 | 18,594 | 17,668 | |
Financing obligations | 408,384 | 408,384 | $ 405,824 | ||
Product | |||||
Lessee, Lease, Description [Line Items] | |||||
Total revenue from contract with customers | 226,308 | 214,706 | 379,672 | 408,451 | |
Installation | |||||
Lessee, Lease, Description [Line Items] | |||||
Total revenue from contract with customers | 42,733 | 24,321 | 54,177 | 44,846 | |
Managed Services | Variable Interest Entity, Primary Beneficiary | |||||
Lessee, Lease, Description [Line Items] | |||||
Recognition of right-of-use assets and lease liabilities from sale and leaseback transactions | 3,800 | 4,100 | 9,300 | ||
Total lease costs | 3,200 | 2,300 | 6,300 | 4,400 | |
Financing obligations | $ 436,700 | 436,700 | $ 444,800 | ||
Managed Services | Variable Interest Entity, Primary Beneficiary | Product | |||||
Lessee, Lease, Description [Line Items] | |||||
Total revenue from contract with customers | 8,500 | 7,100 | 15,800 | ||
Managed Services | Variable Interest Entity, Primary Beneficiary | Installation | |||||
Lessee, Lease, Description [Line Items] | |||||
Total revenue from contract with customers | 1,800 | 2,300 | 4,800 | ||
Managed Services | Variable Interest Entity, Primary Beneficiary | Financing Obligations | |||||
Lessee, Lease, Description [Line Items] | |||||
Total revenue from contract with customers | $ 1,500 | $ 1,300 | $ 2,700 |
Leases - Operating and Financin
Leases - Operating and Financing Lease Right-of-Use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | |
Assets and Liabilities, Lessee: | |||
Operating lease right-of-use assets, net | [1],[2] | $ 134,972 | $ 139,732 |
Current operating lease liabilities | [1],[3] | (20,123) | (20,245) |
Non-current operating lease liabilities | [1],[4] | (137,209) | (141,939) |
Total operating lease liabilities | $ (157,332) | $ (162,184) | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, plant and equipment, net | Property, plant and equipment, net | |
Finance lease right-of-use assets, net | $ 2,433 | $ 2,708 | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities | |
Current finance lease liabilities | $ (887) | $ (1,072) | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent | |
Non-current finance lease liabilities | $ (1,744) | $ (1,837) | |
Total finance lease liabilities | (2,631) | (2,909) | |
Total lease liabilities | $ (159,963) | $ (165,093) | |
[1] We have a variable interest entity related to a joint venture in the Republic of Korea (see Note 15 — SK ecoplant Strategic Investment ), which represents 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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Leases [Abstract] | ||||
Operating lease costs | $ 9,037 | $ 8,166 | $ 17,942 | $ 15,965 |
Amortization of right-of-use assets | 194 | 194 | 491 | 395 |
Interest on lease liabilities | 63 | 69 | 129 | 131 |
Total financing lease costs | 257 | 263 | 620 | 526 |
Short-term lease costs | 23 | 733 | 32 | 1,177 |
Total lease costs | $ 9,317 | $ 9,162 | $ 18,594 | $ 17,668 |
Leases - Weighted Average Remai
Leases - Weighted Average Remaining Lease Terms and Discount Rates (Details) | Jun. 30, 2024 | Dec. 31, 2023 |
Weighted average remaining lease term: | ||
Operating leases | 7 years 1 month 6 days | 7 years 4 months 24 days |
Finance leases | 3 years 2 months 12 days | 3 years 2 months 12 days |
Weighted average discount rate: | ||
Operating leases | 10.60% | 10.60% |
Finance leases | 9.60% | 9.50% |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Operating Leases | ||
Remainder of 2024 | $ 18,266 | |
2025 | 33,877 | |
2026 | 33,879 | |
2027 | 33,257 | |
2028 | 27,155 | |
2029 | 20,412 | |
Thereafter | 61,212 | |
Total minimum lease payments | 228,058 | |
Less: amounts representing interest or imputed interest | (70,726) | |
Present value of lease liabilities | 157,332 | $ 162,184 |
Finance Leases | ||
Remainder of 2024 | 620 | |
2025 | 938 | |
2026 | 712 | |
2027 | 547 | |
2028 | 217 | |
2029 | 28 | |
Thereafter | 0 | |
Total minimum lease payments | 3,062 | |
Less: amounts representing interest or imputed interest | (431) | |
Present value of lease liabilities | 2,631 | 2,909 |
Less: current financing obligations | (887) | (1,072) |
Long-term financing obligations | $ 1,744 | $ 1,837 |
Leases - Financial Obligations
Leases - Financial Obligations and Sublease Payments (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Finance Leases | ||
Remainder of 2024 | $ 620 | |
2025 | 938 | |
2026 | 712 | |
2027 | 547 | |
2028 | 217 | |
Total minimum lease payments | 3,062 | |
Less: imputed interest | (431) | |
Present value of lease liabilities | 2,631 | $ 2,909 |
Less: current financing obligations | (887) | (1,072) |
Long-term financing obligations | 1,744 | $ 1,837 |
Variable Interest Entity, Primary Beneficiary | Managed Services | ||
Finance Leases | ||
Remainder of 2024 | 21,342 | |
2025 | 43,157 | |
2026 | 38,595 | |
2027 | 22,271 | |
2028 | 12,369 | |
Thereafter | 26,773 | |
Total minimum lease payments | 164,507 | |
Less: imputed interest | (83,876) | |
Present value of lease liabilities | 80,631 | |
Less: current financing obligations | (28,334) | |
Long-term financing obligations | $ 52,297 |
Stock-Based Compensation and _3
Stock-Based Compensation and Employee Benefit Plans - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Share-based compensation expense | $ 19,423 | $ 28,479 | $ 38,283 | $ 58,032 | |
Share-based payment arrangement, amount capitalized | 10,300 | 10,300 | $ 8,900 | ||
Cost of revenue | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Share-based compensation expense | 4,110 | 5,067 | 7,924 | 9,228 | |
Research and development | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Share-based compensation expense | 6,008 | 7,678 | 11,092 | 16,088 | |
Sales and marketing | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Share-based compensation expense | 3,270 | 6,257 | 5,360 | 12,074 | |
General and administrative | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Share-based compensation expense | $ 6,035 | $ 9,477 | $ 13,907 | $ 20,642 |
Stock-Based Compensation and _4
Stock-Based Compensation and Employee Benefit Plans - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Outstanding Options/RSUs, Number of Shares | |||||
Granted (in shares) | 175,348 | 0 | 1,175,348 | 0 | |
Stock options and awards | |||||
Outstanding Options/RSUs, Number of Shares | |||||
Outstanding, beginning (in shares) | 7,247,624 | ||||
Exercised (in shares) | (118,394) | ||||
Expired (in Shares) | (579,293) | ||||
Outstanding, ending (in shares) | 7,725,285 | 7,725,285 | 7,247,624 | ||
Vested and expected to vest (in shares) | 7,384,089 | 7,384,089 | |||
Exercisable (in shares) | 6,569,937 | 6,569,937 | |||
Outstanding Options Weighted Average Exercise Price | |||||
Outstanding, beginning (in dollars per share) | $ 20.93 | ||||
Granted (in dollars per share) | 9.66 | ||||
Exercised (in dollar per shares) | 5.94 | ||||
Expired (in dollar per shares) | 26.55 | ||||
Outstanding, ending (in dollars per share) | $ 19.01 | 19.01 | $ 20.93 | ||
Vested and expected to vest (in dollars per share) | 19.46 | 19.46 | |||
Exercisable (in dollars per share) | $ 20.66 | $ 20.66 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||||
Outstanding, remaining contractual life | 4 years 4 months 24 days | 3 years 9 months 18 days | |||
Outstanding, aggregate intrinsic value | $ 16,183 | $ 16,183 | $ 19,446 | ||
Vested and expected to vest, remaining contractual life | 4 years 1 month 6 days | ||||
Vested and expected to vest, aggregate intrinsic value | 15,184 | $ 15,184 | |||
Exercisable, remaining contractual life | 3 years 4 months 24 days | ||||
Exercisable, aggregate intrinsic value | $ 13,023 | $ 13,023 |
Stock-Based Compensation and _5
Stock-Based Compensation and Employee Benefit Plans - Stock Options Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 4 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | May 15, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted (in shares) | 175,348 | 0 | 1,175,348 | 0 | ||
Stock options and awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Allocated share-based compensation expense | $ 1 | $ 0.1 | $ 1.2 | $ 0.2 | ||
Stock options exercised, intrinsic value | 0.2 | 0.7 | 0.7 | 1.5 | ||
Unrecognized compensation cost related to unvested stock options | 7.9 | $ 7.9 | $ 0.1 | |||
Expense expected to be recognized over remaining weighted-average period | 2 years 9 months 18 days | 3 months 18 days | ||||
Cash received | 0.2 | 0.7 | $ 0.7 | 1.5 | ||
Performance Shares | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted (in shares) | 955,000 | |||||
Expiration period | 10 years | |||||
Stock-based compensation vesting period | 4 years | |||||
Requisite service period | 3 years | |||||
RSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Allocated share-based compensation expense | $ 15.5 | $ 23 | $ 33.4 | $ 45.7 |
Stock-Based Compensation and _6
Stock-Based Compensation and Employee Benefit Plans - Fair Value of Shares Purchased Under Performance-based Stock Options (Details) (Details) - Performance Shares | 6 Months Ended |
Jun. 30, 2024 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate (minimum) | 4.10% |
Risk-free interest rate (maximum) | 4.40% |
Expected term (years) | 6 years |
Expected dividend yield | 0% |
Expected volatility (minimum) | 96% |
Expected volatility (maximum) | 97.10% |
Stock-Based Compensation and _7
Stock-Based Compensation and Employee Benefit Plans - Stock Award Activity (Details) - RSUs | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Number of Awards Outstanding | |
Unvested balance (in shares) | shares | 9,889,341 |
Granted (in shares) | shares | 4,497,816 |
Vested (in shares) | shares | (2,087,979) |
Forfeited (in shares) | shares | (1,149,231) |
Unvested balance (in shares) | shares | 11,149,947 |
Weighted Average Grant Date Fair Value | |
Unvested balance (in dollars per share) | $ / shares | $ 18.25 |
Granted (in dollars per share) | $ / shares | 9.84 |
Vested (in dollars per share) | $ / shares | 19.53 |
Forfeited (in dollars per share) | $ / shares | 19.63 |
Unvested balance (in dollars per share) | $ / shares | $ 14.48 |
Stock-Based Compensation and _8
Stock-Based Compensation and Employee Benefit Plans - Stock Awards Narrative (Details) - RSUs - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Allocated share-based compensation expense | $ 15.5 | $ 23 | $ 33.4 | $ 45.7 | |
Unrecognized stock-based compensation cost | $ 115.1 | $ 115.1 | $ 113.5 | ||
Expense expected to be recognized over a weighted-average period | 2 years 2 months 12 days | 2 years |
Stock-Based Compensation and _9
Stock-Based Compensation and Employee Benefit Plans - Executive Awards Narrative (Details) $ in Millions | 2 Months Ended | 3 Months Ended | |||
Feb. 15, 2024 | May 06, 2024 | May 15, 2024 | Jun. 30, 2024 USD ($) | Dec. 31, 2023 USD ($) | |
Time Based Stock Options | 2024 Executive Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation vesting period | 3 years | ||||
PSUs and Performance-based Stock Options | 2024 Executive Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation threshold vesting period | 0.50 | ||||
Stock-based compensation threshold target percentage | 1 | ||||
Stock-based compensation potential granted percentage | 1.50 | ||||
Restricted Stock Units, Performance Stock Units and Performance Shares | 2024 Executive Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unamortized compensation expense | $ 16.1 | ||||
Restricted Stock Units and Performance Stock Units | 2023 Executive Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unamortized compensation expense | 3.6 | $ 7 | |||
Restricted Stock Units and Performance Stock Units | 2022 Executive Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unamortized compensation expense | 2 | 6.2 | |||
Restricted Stock Units and Performance Stock Units | 2021 Executive Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unamortized compensation expense | $ 7.6 | $ 8.2 | |||
Minimum | RSUs | 2024 Executive Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation vesting period | 2 years | ||||
Minimum | Performance Stock Units | 2024 Executive Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation vesting period | 1 year | ||||
Minimum | Performance-based Stock Options | 2024 Executive Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation vesting period | 3 years | ||||
Maximum | RSUs | 2024 Executive Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation vesting period | 4 years | ||||
Maximum | Performance Stock Units | 2024 Executive Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation vesting period | 3 years | ||||
Maximum | Performance-based Stock Options | 2024 Executive Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation vesting period | 4 years |
Stock-Based Compensation and_10
Stock-Based Compensation and Employee Benefit Plans - Number of Shares Available for Grant (Details) | 6 Months Ended |
Jun. 30, 2024 shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Available for Grant [Roll Forward] | |
Beginning balance (in shares) | 32,877,906 |
Added to plan (in shares) | 9,674,114 |
Granted (in shares) | (5,470,998) |
Cancelled/Forfeited (in shares) | 1,526,358 |
Expired (in shares) | (463,986) |
Ending Balance (in shares) | 38,143,394 |
Stock-Based Compensation and_11
Stock-Based Compensation 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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Employee stock ownership plan (ESOP), compensation expense (reversal) | $ 2.4 | $ 5.9 | $ 1.3 | $ 12.4 | |
Number of shares issued (in shares) | 632,688 | 449,525 | |||
Number of additional shares authorized (in shares) | 2,418,528 | 2,239,563 | |||
Number of common stock reserved for issuance (in shares) | 16,990,424 | 16,990,424 | 15,204,584 | ||
Unrecognized stock-based compensation cost | $ 8.1 | $ 8.1 | $ 8.8 | ||
Expense expected to be recognized over a weighted-average period | 1 year | 9 months 18 days |
Related Party Transactions - Re
Related Party Transactions - Results of Operations (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2023 Loan | ||
Related Party Transaction [Line Items] | ||||||
Total revenue from related parties | [1] | $ 335,767,000 | $ 301,095,000 | $ 571,065,000 | $ 576,286,000 | |
Cost of revenue | 267,245,000 | 244,745,000 | 464,467,000 | 465,669,000 | ||
General and administrative expenses | [2] | 36,385,000 | 42,491,000 | 74,394,000 | 87,638,000 | |
Other expense, net | [3] | (985,000) | (740,000) | (2,155,000) | (2,083,000) | |
SK Ecoplant | Korean Joint Venture | ||||||
Related Party Transaction [Line Items] | ||||||
Number of term loans | Loan | 2 | |||||
Related Party | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenue from related parties | 86,846,000 | 4,585,000 | 209,014,000 | 5,418,000 | ||
Cost of revenue | 54,000 | 0 | 74,000 | 0 | ||
General and administrative expenses | 158,000 | 0 | 361,000 | 0 | ||
Interest expense | 50,000 | 0 | 102,000 | 0 | ||
Other expense, net | $ (376,000) | $ 0 | (867,000) | $ 0 | ||
Equity Method Investee | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenue from related parties | $ 0 | |||||
[1] Including related party revenue of $86.8 million and $209.0 million for the three and six months ended June 30, 2024, respectively, and $4.6 million and $5.4 million for the three and six months ended June 30, 2023, respectively. Including related party general and administrative expenses of $0.2 million and $0.4 million for the three and six months ended June 30, 2024. There were no related party general and administrative expenses for the three and six months ended June 30, 2023. Including related party other expense, net of $0.4 million and $0.9 million for the three and six months ended June 30, 2024. There was no related party other expense, net for the three and six months ended June 30, 2023. |
Related Party Transactions - _2
Related Party Transactions - Related Party Transactions and Balances (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) Loan | Jun. 30, 2024 USD ($) | ||
Related Party Transaction [Line Items] | |||
Accounts receivable | [1],[2] | $ 340,740 | $ 524,000 |
Contract assets | [3] | 41,366 | 90,388 |
Deferred cost of revenue, current | [4] | 45,984 | 48,457 |
Prepaid expenses and other current assets | [1],[5] | 51,148 | 40,102 |
Operating lease right-of-use assets | [1],[6] | 139,732 | 134,972 |
Other long-term assets | [1],[7] | 50,208 | 54,163 |
Accounts payable | [1],[8] | 132,078 | 104,201 |
Accrued expenses and other current liabilities | [1],[9] | 130,879 | 116,399 |
Deferred revenue and customer deposits, current | [1],[10] | 128,922 | 112,032 |
Operating lease liabilities, current | [1],[11] | 20,245 | 20,123 |
Operating lease liabilities, non-current | [1],[12] | 141,939 | 137,209 |
Non-recourse debt | 846,633 | 1,125,358 | |
SK Ecoplant | |||
Related Party Transaction [Line Items] | |||
Accounts receivable | 19,567 | 12,205 | |
Prepaid expenses and other current assets | 644 | 484 | |
Operating lease right-of-use assets | 2,138 | 1,873 | |
Other long-term assets | 46 | 43 | |
Accounts payable | 3,480 | 1,744 | |
Accrued expenses and other current liabilities | 2,347 | 3,665 | |
Operating lease liabilities, current | 440 | 443 | |
Operating lease liabilities, non-current | $ 1,617 | 1,290 | |
SK Ecoplant | Korean Joint Venture | |||
Related Party Transaction [Line Items] | |||
Number of term loans | Loan | 2 | ||
Related Party | |||
Related Party Transaction [Line Items] | |||
Accounts receivable | $ 262,031 | 348,178 | |
Contract assets | 6,872 | 898 | |
Deferred cost of revenue, current | 875 | 0 | |
Prepaid expenses and other current assets | 2,257 | 1,302 | |
Operating lease right-of-use assets | 2,031 | 1,702 | |
Other long-term assets | 9,069 | 9,474 | |
Accounts payable | 77 | 0 | |
Accrued expenses and other current liabilities | 3,427 | 5,808 | |
Deferred revenue and customer deposits, current | 1,707 | 8,573 | |
Operating lease liabilities, current | 440 | 443 | |
Deferred revenue and customer deposits, non-current | 6,709 | 4,254 | |
Operating lease liabilities, non-current | 1,617 | 1,290 | |
Non-recourse debt | $ 4,627 | $ 4,347 | |
[1] We have a variable interest entity related to a joint venture in the Republic of Korea (see Note 15 — SK ecoplant Strategic Investment ), which represents a portion of the consolidated balances recorded within these financial statement line items. |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) $ in Millions | Jun. 30, 2024 USD ($) |
Restructuring Cost and Reserve [Line Items] | |
Remaining restructuring cost | $ 4.2 |
Relocation | |
Restructuring Cost and Reserve [Line Items] | |
Remaining restructuring cost | 3.5 |
Other | |
Restructuring Cost and Reserve [Line Items] | |
Remaining restructuring cost | $ 0.7 |
Restructuring - Restructuring C
Restructuring - Restructuring Charges and Payments and Other Deductions (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | $ 3,793 |
Restructuring accrual (release) | (265) |
Payments | (3,123) |
Ending balance | 405 |
Facility Closure | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 2,577 |
Restructuring accrual (release) | (69) |
Payments | (2,466) |
Ending balance | 42 |
Severance | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 464 |
Restructuring accrual (release) | (385) |
Payments | (79) |
Ending balance | 0 |
Other | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 752 |
Restructuring accrual (release) | 189 |
Payments | (578) |
Ending balance | $ 363 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jan. 06, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2019 | Dec. 31, 2023 | ||
Operating Leased Assets [Line Items] | ||||||||
Purchase obligation | $ 0 | |||||||
PPA expenses | $ 1,800,000 | $ 4,100,000 | $ 16,900,000 | $ 19,900,000 | ||||
Restricted cash | 56,120,000 | 56,120,000 | 80,585,000 | |||||
Restricted cash, non-current | [1] | 30,953,000 | 30,953,000 | 33,764,000 | ||||
Settlement amount | $ 3,000,000 | |||||||
Variable Interest Entity, Primary Beneficiary | PPA II | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Restricted cash | 20,500,000 | 20,500,000 | 40,400,000 | |||||
Variable Interest Entity, Primary Beneficiary | PPA Company 5 | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Restricted cash | 27,900,000 | 27,900,000 | 32,600,000 | |||||
Restricted cash, non-current | $ 7,700,000 | $ 7,700,000 | $ 7,600,000 | |||||
Variable Interest Entity, Primary Beneficiary | PPA IIIB | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Restricted cash | $ 20,000,000 | |||||||
Restricted cash, pledged as collateral, term | 7 years | |||||||
Restricted cash, pledged as collateral, initial pledge period for release, term | 5 years | |||||||
Restricted cash, pledged as collateral, secondary pledge period for release, term | 2 years | |||||||
[1] We have a variable interest entity related to a joint venture in the Republic of Korea (see Note 15 — SK ecoplant Strategic Investment ), which represents 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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Income tax (benefit) | $ 856 | $ 178 | $ 355 | $ 437 |
Pre-tax loss | $ (60,329) | $ (68,881) | $ (117,373) | $ (143,539) |
Effective income tax rate | (1.40%) | (0.30%) | (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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 54,906 | 48,249 | 53,190 | 35,512 |
Convertible notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 52,245 | 31,146 | 50,003 | 22,713 |
Redeemable convertible preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 0 | 13,492 | 0 | 7,454 |
Stock options and awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 2,661 | 3,611 | 3,187 | 5,345 |
SK ecoplant Strategic Investm_3
SK ecoplant Strategic Investment - Narrative (Details) - Korean Joint Venture - SK Ecoplant - USD ($) $ in Millions | Jan. 31, 2024 | Sep. 30, 2023 |
Schedule of Equity Method Investments [Line Items] | ||
Interest owns percentage | 60% | 60% |
Increase in aggregate capital | $ 3.9 |
SK ecoplant Strategic Investm_4
SK ecoplant Strategic Investment - Schedule of Aggregate Carrying Values (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | |
Current assets: | |||
Cash and cash equivalents | [1] | $ 581,684 | $ 664,593 |
Accounts receivable | [1],[2] | 524,000 | 340,740 |
Inventories | [1] | 520,216 | 502,515 |
Prepaid expenses and other current assets | [1],[3] | 40,102 | 51,148 |
Total current assets | 1,830,014 | 1,693,167 | |
Operating lease right-of-use assets | [1],[4] | 134,972 | 139,732 |
Other long-term assets | [1],[5] | 54,163 | 50,208 |
Total assets | 2,548,044 | 2,413,677 | |
Current liabilities: | |||
Accounts payable | [1],[6] | 104,201 | 132,078 |
Accrued expenses and other current liabilities | [1],[7] | 116,399 | 130,879 |
Operating lease liabilities | [1],[8] | 20,123 | 20,245 |
Total current liabilities | 393,475 | 470,422 | |
Operating lease liabilities | [1],[9] | 137,209 | 141,939 |
Non-recourse debt | [1],[10] | 4,347 | 4,627 |
Total liabilities | 2,101,494 | 1,893,007 | |
SK Ecoplant | |||
Current assets: | |||
Cash and cash equivalents | 6,918 | 3,003 | |
Accounts receivable | 12,205 | 19,567 | |
Inventories | 13,484 | 8,156 | |
Prepaid expenses and other current assets | 484 | 644 | |
Total current assets | 33,091 | 31,370 | |
Property and equipment, net | 2,148 | 2,519 | |
Operating lease right-of-use assets | 1,873 | 2,138 | |
Other long-term assets | 43 | 46 | |
Total assets | 37,155 | 36,073 | |
Current liabilities: | |||
Accounts payable | 1,744 | 3,480 | |
Accrued expenses and other current liabilities | 3,665 | 2,347 | |
Operating lease liabilities | 443 | 440 | |
Total current liabilities | 5,852 | 6,267 | |
Operating lease liabilities | 1,290 | 1,617 | |
Non-recourse debt | 4,347 | 4,627 | |
Total liabilities | $ 11,489 | $ 12,511 | |
[1] We have a variable interest entity related to a joint venture in the Republic of Korea (see Note 15 — SK ecoplant Strategic Investment ), which represents a portion of the consolidated balances recorded within these financial statement line items. |