Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 27, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
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, $0.0001 par value | |
Trading Symbol | BE | |
Security Exchange Name | NYSE | |
Entity Central Index Key | 0001664703 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Current Fiscal Year End Date | --12-31 | |
Class A common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 147,730,770 | |
Class B common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 27,734,592 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | |
Current assets: | |||
Cash and cash equivalents | [1] | $ 121,861 | $ 246,947 |
Restricted cash | [1] | 65,315 | 52,470 |
Accounts receivable | [1] | 62,066 | 96,186 |
Contract assets | 27,745 | 3,327 | |
Inventories | 182,555 | 142,059 | |
Deferred cost of revenue | 33,759 | 41,469 | |
Customer financing receivable | [1] | 5,693 | 5,428 |
Prepaid expense and other current assets | [1] | 31,946 | 30,718 |
Total current assets | 530,940 | 618,604 | |
Property and equipment, net | [1] | 615,514 | 600,628 |
Operating lease right-of-use assets | 70,055 | 35,621 | |
Customer financing receivable, non-current | [1] | 40,981 | 45,268 |
Restricted cash, noncurrent | [1] | 132,725 | 117,293 |
Deferred cost of revenue, non-current | 2,918 | 2,462 | |
Other long-term assets | [1] | 38,593 | 34,511 |
Total assets | 1,431,726 | 1,454,387 | |
Current liabilities: | |||
Accounts payable | 101,908 | 58,334 | |
Accrued warranty | 7,907 | 10,263 | |
Accrued expenses and other current liabilities | [1] | 85,877 | 112,004 |
Deferred revenue and customer deposits | [1] | 81,894 | 114,286 |
Operating lease liabilities | 6,206 | 7,899 | |
Financing obligations | 14,260 | 12,745 | |
Recourse debt | 6,034 | 0 | |
Non-recourse debt | [1] | 7,782 | 120,846 |
Total current liabilities | 311,868 | 436,377 | |
Deferred revenue and customer deposits, non-current | [1] | 67,887 | 87,463 |
Operating lease liabilities, non-current | 78,146 | 41,849 | |
Financing obligations, non-current | 456,315 | 459,981 | |
Recourse debt, non-current | 285,216 | 168,008 | |
Non-recourse debt, non-current | [1] | 205,164 | 102,045 |
Other long-term liabilities | 26,755 | 17,268 | |
Total liabilities | 1,431,351 | 1,312,991 | |
Commitments and contingencies (Note 13) | |||
Redeemable noncontrolling interest | 331 | 377 | |
Stockholders’ (deficit) equity: | |||
Preferred stock: 10,000,000 shares authorized and no shares issued and outstanding at September 30, 2021 and December 31, 2020. | 0 | 0 | |
Common stock: $0.0001 par value; Class A shares - 600,000,000 shares authorized and 147,320,041 shares and 140,094,633 shares issued and outstanding and Class B shares - 600,000,000 shares authorized and 27,758,020 shares and 27,908,093 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively. | 18 | 17 | |
Additional paid-in capital | 3,183,101 | 3,182,753 | |
Accumulated other comprehensive loss | (278) | (9) | |
Accumulated deficit | (3,229,752) | (3,103,937) | |
Total stockholders’ (deficit) equity | (46,911) | 78,824 | |
Noncontrolling interest | 46,955 | 62,195 | |
Total liabilities, redeemable noncontrolling interest, stockholders' (deficit) equity and noncontrolling interest | $ 1,431,726 | $ 1,454,387 | |
[1] | We have variable interest entities, which represent a portion of the consolidated balances recorded within these financial statement line items in the condensed consolidated balance sheets (see Note 11 - Portfolio F inancing s ). |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
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) | 147,320,041 | 140,094,633 |
Common stock, outstanding (in shares) | 147,320,041 | 140,094,633 |
Class B common stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 600,000,000 | 600,000,000 |
Common stock, issued (in shares) | 27,758,020 | 27,908,093 |
Common stock, outstanding (in shares) | 27,758,020 | 27,908,093 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues | $ 207,228 | $ 200,305 | $ 629,705 | $ 544,860 |
Cost of revenue | 170,345 | 144,318 | 500,827 | 442,693 |
Gross profit | 36,883 | 55,987 | 128,878 | 102,167 |
Operating expenses: | ||||
Research and development | 27,634 | 19,231 | 76,602 | 61,887 |
Sales and marketing | 20,124 | 11,700 | 62,803 | 37,076 |
General and administrative | 33,014 | 25,428 | 90,470 | 79,471 |
Total operating expenses | 80,772 | 56,359 | 229,875 | 178,434 |
Loss from operations | (43,889) | (372) | (100,997) | (76,267) |
Interest income | 72 | 254 | 222 | 1,405 |
Interest expense | (14,514) | (19,902) | (43,798) | (55,030) |
Interest expense - related parties | 0 | (353) | 0 | (2,513) |
Other income (expense), net | 2,011 | (221) | 1,948 | (4,142) |
Gain (loss) on extinguishment of debt | 0 | 1,220 | 0 | (12,878) |
(Loss) gain on revaluation of embedded derivatives | (184) | 1,505 | (1,644) | 2,201 |
Loss before income taxes | (56,504) | (17,869) | (144,269) | (147,224) |
Income tax provision | 158 | 7 | 595 | 272 |
Net loss | (56,662) | (17,876) | (144,864) | (147,496) |
Less: Net loss attributable to noncontrolling interest and redeemable noncontrolling interest | (4,292) | (5,922) | (13,742) | (17,081) |
Net loss attributable to Class A and Class B common stockholders | $ (52,370) | $ (11,954) | $ (131,122) | $ (130,415) |
Net loss per share attributable to Class A and Class B common stockholders, basic (in dollars per share) | $ (0.30) | $ (0.09) | $ (0.76) | $ (1.01) |
Net loss per share attributable to Class A and Class B common stockholders, diluted (in dollars per share) | $ (0.30) | $ (0.09) | $ (0.76) | $ (1.01) |
Weighted average shares used to compute net loss per share available to Class A and Class B common stockholders, basic (in shares) | 174,269 | 138,964 | 172,601 | 129,571 |
Weighted average shares used to compute net loss per share available to Class A and Class B common stockholders, diluted (in shares) | 174,269 | 138,964 | 172,601 | 129,571 |
Product | ||||
Revenues | $ 128,550 | $ 131,076 | $ 413,347 | $ 346,832 |
Cost of revenue | 93,704 | 72,037 | 289,889 | 227,653 |
Installation | ||||
Revenues | 22,172 | 26,603 | 53,710 | 73,060 |
Cost of revenue | 25,616 | 27,872 | 66,756 | 86,938 |
Service | ||||
Revenues | 39,251 | 26,141 | 111,375 | 77,496 |
Cost of revenue | 39,586 | 33,214 | 111,269 | 92,836 |
Electricity | ||||
Revenues | 17,255 | 16,485 | 51,273 | 47,472 |
Cost of revenue | $ 11,439 | $ 11,195 | $ 32,913 | $ 35,266 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (56,662) | $ (17,876) | $ (144,864) | $ (147,496) |
Other comprehensive loss, net of taxes: | ||||
Unrealized loss on available-for-sale securities | 0 | 0 | 0 | (23) |
Change in derivative instruments designated and qualifying as cash flow hedges | (763) | 573 | (4,031) | (8,144) |
Foreign currency translation adjustment | (299) | 0 | (523) | 0 |
Other comprehensive (loss) income, net of taxes | (1,062) | 573 | (4,554) | (8,167) |
Comprehensive loss | (57,724) | (17,303) | (149,418) | (155,663) |
Less: Comprehensive loss attributable to noncontrolling interest and redeemable noncontrolling interest | (3,673) | (5,349) | (9,964) | (25,219) |
Comprehensive loss attributable to Class A and Class B stockholders | $ (54,051) | $ (11,954) | $ (139,454) | $ (130,444) |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Redeemable Noncontrolling Interest, Stockholders' (Deficit) Equity and Noncontrolling Interest - USD ($) $ in Thousands | Total | Redeemable Noncontrolling Interest | Total Stockholders' Equity (Deficit) | Total Stockholders' Equity (Deficit)Cumulative effect upon adoption of new accounting standard | Common Stock | Additional Paid-In Capital | Additional Paid-In CapitalCumulative effect upon adoption of new accounting standard | Accumulated Other Comprehensive Gain (Loss) | Accumulated Deficit | Accumulated DeficitCumulative effect upon adoption of new accounting standard | Noncontrolling Interest |
Beginning balance (in shares) at Dec. 31, 2019 | 121,036,289 | ||||||||||
Beginning balance at Dec. 31, 2019 | $ 443 | $ (259,594) | $ 12 | $ 2,686,759 | $ 19 | $ (2,946,384) | $ 91,291 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Conversion of notes (in shares) | 23,854,441 | ||||||||||
Conversion of Notes | 201,472 | $ 2 | 201,470 | ||||||||
Issuance of convertible notes | 124,050 | 124,050 | |||||||||
Adjustment of embedded derivative for debt modification | (24,071) | (24,071) | |||||||||
Issuance of restricted stock awards (in shares) | 6,524,088 | ||||||||||
Issuance of restricted stock awards | 1 | $ 1 | |||||||||
ESPP purchase (in shares) | 1,937,825 | ||||||||||
ESPP purchase | 8,500 | 8,500 | |||||||||
Exercise of stock options (in shares) | 443,929 | ||||||||||
Exercise of stock options | 4,243 | 4,243 | |||||||||
Stock-based compensation | 53,425 | 53,425 | |||||||||
Unrealized loss on available-for-sale securities | $ (23) | (23) | (23) | ||||||||
Change in effective portion of interest rate swap agreement | (8,144) | (5) | (5) | (8,139) | |||||||
Distributions to noncontrolling interests | (35) | (5,696) | |||||||||
Contribution from noncontrolling interest | 4,314 | ||||||||||
Foreign currency translation adjustment | 0 | ||||||||||
Net loss | $ (147,496) | (219) | (130,415) | (130,415) | (16,861) | ||||||
Ending balance (in shares) at Sep. 30, 2020 | 153,796,572 | ||||||||||
Ending balance at Sep. 30, 2020 | 189 | (22,418) | $ 15 | 3,054,376 | (9) | (3,076,800) | 64,909 | ||||
Beginning balance (in shares) at Dec. 31, 2019 | 121,036,289 | ||||||||||
Beginning balance at Dec. 31, 2019 | 443 | (259,594) | $ 12 | 2,686,759 | 19 | (2,946,384) | 91,291 | ||||
Ending balance (in shares) at Dec. 31, 2020 | 168,002,726 | ||||||||||
Ending balance at Dec. 31, 2020 | 377 | 78,824 | $ (121,491) | $ 17 | 3,182,753 | $ (126,799) | (9) | (3,103,937) | $ 5,308 | 62,195 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Accounting Standards Update [Extensible List] | Accounting Standards Update 2020-06 | ||||||||||
Beginning balance (in shares) at Jun. 30, 2020 | 130,238,289 | ||||||||||
Beginning balance at Jun. 30, 2020 | 118 | (316,951) | $ 13 | 2,747,890 | (9) | (3,064,846) | 66,302 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Conversion of notes (in shares) | 19,136,313 | ||||||||||
Conversion of Notes | 160,342 | $ 1 | 160,341 | ||||||||
Issuance of convertible notes | 124,050 | 124,050 | |||||||||
Issuance of restricted stock awards (in shares) | 3,203,935 | ||||||||||
Issuance of restricted stock awards | 1 | $ 1 | |||||||||
ESPP purchase (in shares) | 944,979 | ||||||||||
ESPP purchase | 4,323 | 4,323 | |||||||||
Exercise of stock options (in shares) | 273,056 | ||||||||||
Exercise of stock options | 3,235 | 3,235 | |||||||||
Stock-based compensation | 14,537 | 14,537 | |||||||||
Unrealized loss on available-for-sale securities | $ 0 | ||||||||||
Change in effective portion of interest rate swap agreement | 573 | 573 | |||||||||
Distributions to noncontrolling interests | (18) | (269) | |||||||||
Proceeds from noncontrolling interest | 4,314 | ||||||||||
Foreign currency translation adjustment | 0 | ||||||||||
Net loss | (17,876) | 89 | (11,954) | (11,954) | (6,011) | ||||||
Ending balance (in shares) at Sep. 30, 2020 | 153,796,572 | ||||||||||
Ending balance at Sep. 30, 2020 | 189 | (22,418) | $ 15 | 3,054,376 | (9) | (3,076,800) | 64,909 | ||||
Beginning balance (in shares) at Dec. 31, 2020 | 168,002,726 | ||||||||||
Beginning balance at Dec. 31, 2020 | 377 | 78,824 | $ (121,491) | $ 17 | 3,182,753 | $ (126,799) | (9) | (3,103,937) | $ 5,308 | 62,195 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Issuance of restricted stock awards (in shares) | 2,533,027 | ||||||||||
ESPP purchase (in shares) | 1,945,305 | ||||||||||
ESPP purchase | 10,045 | 10,045 | |||||||||
Exercise of stock options (in shares) | 2,597,003 | ||||||||||
Exercise of stock options | 62,065 | $ 1 | 62,064 | ||||||||
Stock-based compensation | 55,038 | 55,038 | |||||||||
Unrealized loss on available-for-sale securities | 0 | ||||||||||
Change in effective portion of interest rate swap agreement | (4,031) | 4,031 | |||||||||
Distributions to noncontrolling interests | (37) | (5,285) | |||||||||
Foreign currency translation adjustment | (523) | (269) | (269) | (254) | |||||||
Net loss | (144,864) | (9) | (131,123) | (131,123) | (13,732) | ||||||
Ending balance (in shares) at Sep. 30, 2021 | 175,078,061 | ||||||||||
Ending balance at Sep. 30, 2021 | 331 | (46,911) | $ 18 | 3,183,101 | (278) | (3,229,752) | 46,955 | ||||
Beginning balance (in shares) at Jun. 30, 2021 | 173,402,160 | ||||||||||
Beginning balance at Jun. 30, 2021 | 334 | (21,571) | $ 17 | 3,155,917 | (124) | (3,177,381) | 51,185 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Issuance of restricted stock awards (in shares) | 581,363 | ||||||||||
Issuance of restricted stock awards | 0 | $ 0 | |||||||||
ESPP purchase (in shares) | 967,797 | ||||||||||
ESPP purchase | 5,319 | 5,319 | |||||||||
Exercise of stock options (in shares) | 126,741 | ||||||||||
Exercise of stock options | 1,123 | $ 1 | 1,122 | ||||||||
Stock-based compensation | 20,743 | 20,743 | |||||||||
Unrealized loss on available-for-sale securities | 0 | ||||||||||
Change in effective portion of interest rate swap agreement | (763) | 763 | |||||||||
Distributions to noncontrolling interests | (20) | (540) | |||||||||
Foreign currency translation adjustment | (299) | (154) | (154) | (145) | |||||||
Net loss | $ (56,662) | 17 | (52,371) | (52,371) | (4,308) | ||||||
Ending balance (in shares) at Sep. 30, 2021 | 175,078,061 | ||||||||||
Ending balance at Sep. 30, 2021 | $ 331 | $ (46,911) | $ 18 | $ 3,183,101 | $ (278) | $ (3,229,752) | $ 46,955 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (144,864) | $ (147,496) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 40,079 | 38,888 |
Non-cash lease expense | 7,161 | 4,419 |
Write-off of property, plant and equipment, net | 0 | 36 |
Impairment of equity method investment | 0 | 4,236 |
Revaluation of derivative contracts | 486 | (2,267) |
Stock-based compensation expense | 57,309 | 57,385 |
Gain on remeasurement of investment | (1,966) | 0 |
Loss on extinguishment of debt | 0 | 11,785 |
Amortization of debt issuance costs and premium, net | 2,824 | (195) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 34,291 | (4,058) |
Contract assets | (24,418) | (8,596) |
Inventories | (39,953) | (22,772) |
Deferred cost of revenue | 7,307 | 1,562 |
Customer financing receivable | 4,022 | 3,790 |
Prepaid expenses and other current assets | 236 | (2,647) |
Other long-term assets | (374) | (3,217) |
Accounts payable | 37,973 | 8,704 |
Accrued warranty | (2,357) | (525) |
Accrued expenses and other current liabilities | (26,178) | 4,932 |
Operating lease right-of-use assets and operating lease liabilities | (7,593) | (4,467) |
Deferred revenue and customer deposits | (53,181) | (15,658) |
Other long-term liabilities | 1,289 | (3,828) |
Net cash used in operating activities | (107,907) | (79,989) |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment | (44,625) | (33,066) |
Cash Acquired from Acquisition | 3,114 | 0 |
Net cash used in investing activities | (41,511) | (33,066) |
Cash flows from financing activities: | ||
Proceeds from issuance of debt | 0 | 300,000 |
Proceeds from issuance of debt to related parties | 0 | 30,000 |
Repayment of debt | (11,017) | (92,546) |
Repayment of debt - related parties | 0 | (2,105) |
Debt issuance costs | 0 | (13,247) |
Proceeds from financing obligations | 7,534 | 14,807 |
Repayment of financing obligations | (10,174) | (7,828) |
Contribution from noncontrolling interest | 0 | 4,314 |
Distributions to noncontrolling interests and redeemable noncontrolling interests | (5,322) | (6,103) |
Proceeds from issuance of common stock | 72,109 | 12,745 |
Net cash provided by financing activities | 53,130 | 240,037 |
Effect of exchange rate changes on cash, cash equivalent and restricted cash | (521) | 0 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (96,809) | 126,982 |
Beginning of period | 416,710 | 377,388 |
End of period | 319,901 | 504,370 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest | 42,598 | 56,607 |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | 10,332 | 39,775 |
Operating cash flows from financing leases | 643 | 3,684 |
Cash paid during the period for income taxes | 372 | 353 |
Non-cash investing and financing activities: | ||
Increase in recourse debt, non-current upon adoption of ASU 2020-06, net | 121,491 | 0 |
Liabilities recorded for property, plant and equipment | 6,188 | 350 |
Operating lease liabilities arising from obtaining right-of-use assets upon adoption of new lease guidance | 0 | 39,775 |
Recognition of operating lease right-of-use asset during the year-to-date period | 43,660 | 3,333 |
Recognition of financing lease right-of-use asset during the year-to-date period | 1,961 | 351 |
Conversion of 10% convertible promissory notes to related party into Class A common stock | 0 | 50,800 |
Accrued interest for notes | 0 | 30 |
Adjustment of embedded derivative related to debt extinguishment | 0 | 24,071 |
Convertible Promissory Notes Interest Rate 10% Due December 2021 | Convertible promissory notes | ||
Non-cash investing and financing activities: | ||
Conversion of 10% debt financing into additional paid-in capital | $ 0 | $ 150,670 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) | Sep. 30, 2021 | Dec. 31, 2020 |
Convertible promissory notes | Convertible Promissory Notes Interest Rate 10% Due December 2021 | ||
Interest rate percentage | 10.00% | 10.00% |
Nature of Business, Liquidity a
Nature of Business, Liquidity and Basis of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business, Liquidity, Basis of Presentation | Nature of Business, Liquidity and Basis of Presentation Nature of Business We design, manufacture, sell and, in certain cases, install solid-oxide fuel cell systems ("Energy Servers") for on-site power generation. Our Energy Servers utilize an innovative fuel cell technology and provide efficient energy generation with reduced operating costs and lower greenhouse gas emissions as compared to conventional fossil fuel generation. By generating power where it is consumed, our energy producing systems offer increased electrical reliability and improved energy security while providing a path to energy independence. We continue to monitor and adjust as appropriate our operations in response to the COVID-19 pandemic. There have been a number of supply chain disruptions throughout the global supply chain as countries are in various stages of opening up and demand for certain components increases. Although we were able to find alternatives for many component shortages, we experienced some delays and cost increases with respect to container shortages, ocean shipping and air freight. Liquidity We have generally incurred operating losses and negative cash flows from operations since our inception. With the series of new debt offerings, debt extensions and conversions to equity that we completed during 2020, we had $291.3 million of total outstanding recourse debt as of September 30, 2021, $285.2 million of which is classified as long-term debt. Our recourse debt scheduled repayments will commence in June 2022. On October 23, 2021, we entered into a Securities Purchase Agreement (the “SPA”) with SK ecoplant Co., Ltd. (formerly known as SK Engineering and Construction Co., Ltd.) ("SK ecoplant") in connection with a strategic partnership. Pursuant to the SPA, we have agreed to sell to SK ecoplant 10,000,000 shares of zero coupon, non-voting redeemable convertible Series A preferred stock in Bloom Energy, par value $0.0001 per share, at a purchase price of $25.50 per share or an aggregate purchase price of approximately $255.0 million. For more information about the SPA, please see Note 18 - Subsequent Events , and for more information about our joint venture with SK ecoplant, please see Note 12 - Related Party Transactions . Our future capital requirements will depend on many factors, including our rate of revenue growth, the timing and extent of spending on research and development efforts and other business initiatives, the rate of growth in the volume of system builds and the need for additional manufacturing space, the expansion of sales and marketing activities both in domestic and international markets, market acceptance of our product, our ability to secure financing for customer use of our Energy Servers, the timing of installations, and overall economic conditions including the impact of COVID-19 on our ongoing and future operations. In the opinion of management, the combination of our existing cash and cash equivalents and operating cash flows is expected to be sufficient to meet our operational and capital cash flow requirements and other cash flow needs for the next 12 months from the date of issuance of this Quarterly Report on Form 10-Q. Basis of Presentation We have prepared the condensed consolidated financial statements included herein pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"), and as permitted by those rules, including all disclosures required by generally accepted accounting principles as applied in the United States (“U.S. GAAP”). Certain prior period amounts have been reclassified to conform to the current period presentation. As disclosed in the 2020 Annual Report on Form 10-K, effective on December 31, 2020, we lost our emerging growth company status which accelerated the adoption of Accounting Standards Codification ("ASC") 842, Leases ("ASC 842"). As a result, we adjusted our previously reported condensed consolidated financial statements effective January 1, 2020. Principles of Consolidation These condensed consolidated financial statements reflect our accounts and operations and those of our subsidiaries in which we have a controlling financial interest. We use a qualitative approach in assessing the consolidation requirement for each of our variable interest entities ("VIEs"), which we refer to as a tax equity partnership (each such VIE, also referred to as our power purchase agreement entities ("PPA Entities")). This approach focuses on determining whether we have the power to direct those activities of the PPA Entities that most significantly affect their economic performance and whether we have the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the PPA Entities. For all periods presented, we have determined that we are the primary beneficiary in all of our operational PPA Entities, as discussed in Note 11 - Portfolio Financings . We evaluate our relationships with the PPA Entities on an ongoing basis to ensure that we continue to be the primary beneficiary. All intercompany transactions and balances have been eliminated upon consolidation. The sale of an operating company with a portfolio of PPAs in which we do not have an equity interest is called a “Third-Party PPA.” We have determined that, although these entities are VIEs, we do not have the power to direct those activities of the Third-Party PPAs that most significantly affect their economic performance. We also do not have the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the Third-Party PPAs. Because we are not the primary beneficiary of these activities, we do not consolidate Third-Party PPAs. Business Combinations Acquisitions of a business are accounted by using the acquisition method of accounting. Assets acquired and liabilities assumed, including amounts attributed to noncontrolling interests, are recorded at the acquisition date at their fair values. Assigning fair values requires us to make significant estimates and assumptions regarding the fair value of identifiable intangible assets, property, plant and equipment, deferred tax asset valuation allowances and liabilities, such as uncertain tax positions and contingencies. We may refine these estimates if necessary over a period not to exceed one year by taking into consideration new information that, if known at the acquisition date, would have affected the fair values ascribed to the assets acquired and liabilities assumed. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and the accompanying notes. The most significant estimates include the determination of the stand-alone selling price, including material rights estimates, inventory valuation, specifically excess and obsolescence provisions for obsolete or unsellable inventory and, in relation to property, plant and equipment (specifically Energy Servers), assumptions relating to economic useful lives and impairment assessments. Other accounting estimates include variable consideration relating to product performance guaranties, lease and non-lease components and related financing obligations such as incremental borrowing rates, estimated output, efficiency and residual value of the Energy Servers, product performance warranties and guaranties and extended maintenance, derivative valuations, estimates for recapture of the U.S. Investment Tax Credit ("ITC") and similar federal tax benefits, estimates relating to contractual indemnities provisions, estimates for income taxes and deferred tax asset valuation allowances, stock-based compensation expense and the fair value of contingent consideration related to business combinations. In addition, because the duration and severity of the COVID-19 pandemic remains uncertain, certain of such estimates could require further judgment or modification and therefore carry a higher degree of variability and volatility. Actual results could differ materially from these estimates under different assumptions and conditions. Concentration of Risk Geographic Risk - The majority of our revenue and long-lived assets are attributable to operations in the United States for all periods presented. Additionally, we sell our Energy Servers in Japan, India and the Republic of Korea (collectively, the "Asia Pacific region"). In the three and nine months ended September 30, 2021, total revenue in the Asia Pacific region was 36% and 38%, respectively, of our total revenue. In the three and nine months ended September 30, 2020, total revenue in the Asia Pacific region was 24% and 30%, respectively, of our total revenue. Credit Risk - At September 30, 2021 and December 31, 2020, SK ecoplant, accounted for approximately 22% and 56% of accounts receivable, respectively. At September 30, 2021, RAD Bloom Project Holdco LLC, accounted for approximately 16% of accounts receivable and none at December 31, 2020. At September 30, 2021, Bronx Community Clean Energy Project accounted for approximately 18% of accounts receivable and none at December 31, 2020. To date, we have not experienced any credit losses. Customer Risk - During the three months ended September 30, 2021, one customer represented 35% of our total revenue. During the nine months ended September 30, 2021, two customers represented 37% and 12% of our total revenue, respectively. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Please refer to the accounting policies described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. Revenue Recognition We primarily earn product and installation revenue from the sale and installation of our Energy Servers, service revenue by providing services under operations and maintenance services contracts, and electricity revenue by selling electricity to customers under PPAs and Managed Services Agreements (as defined below). We offer our customers several ways to finance their use of a Bloom Energy Server. Customers, including some of our international channel providers and Third Party PPAs, may choose to purchase our Energy Servers outright. Customers may also enter into contracts with us for the purchase of electricity generated by our Energy Servers (a "Managed Services Agreement"), which is then financed through one of our financing partners ("Managed Services Financings"), or as a traditional lease (as explained in “Managed Service Financing" in Item 2 below). Finally, customers may purchase electricity through our PPA Entities ("Portfolio Financings"). Revenue Recognition under ASC 606 Revenue from Contracts with Customers In applying Accounting Standards Codification 606, Revenue from Contracts with Customers ("ASC 606") , revenue is recognized by following a five-step process: Identify the contract(s) with a customer. Evidence of a contract generally consists of a purchase order issued pursuant to the terms and conditions of a distributor, reseller, purchase, use and maintenance agreement, maintenance services agreements or energy supply agreement. Identify the performance obligations in the contract. Performance obligations are identified in our contracts and include transferring control of an Energy Server, installation of Energy Servers, providing maintenance services and maintenance services renewal options which, in certain situations, provide customers with material rights. Determine the transaction price. The purchase price stated in an agreed-upon purchase order or contract is generally representative of the transaction price. When determining the transaction price, we consider the effects of any variable consideration, which include performance guarantees that may be payable to our customers. Allocate the transaction price to the performance obligations in the contract. The transaction price in a contract is allocated based upon the relative standalone selling price of each distinct performance obligation identified in the contract. Recognize revenue when (or as) we satisfy a performance obligation. We satisfy performance obligations either over time or at a point in time as discussed in further detail below. Revenue is recognized at the time the related performance obligation is satisfied by transferring control of the promised products or services to a customer. We frequently combine contracts governing the sale and installation of an Energy Server with the related maintenance services contracts and account for them as a single contract at contract inception to the extent the contracts are with the same customer. These contracts are not combined when the customer for the sale and installation of the Energy Server is different to the maintenance services contract customer. We also assess whether any contract terms including default provisions, put or call options result in components of our contracts being accounted for as financing or leasing transactions outside of the scope of ASC 606. Most of our contracts contain performance obligations with a combination of our Energy Server product, installation and maintenance services. For these performance obligations, we allocate the total transaction price to each performance obligation based on the relative standalone selling price. Our maintenance services contracts are typically subject to renewal by customers on an annual basis. We assess these maintenance services renewal options at contract inception to determine whether they provide customers with material rights that give rise to separate performance obligations. The total transaction price is determined based on the total consideration specified in the contract, including variable consideration in the form of a performance guaranty payment that represents potential amounts payable to customers. The expected value method is generally used when estimating variable consideration, which typically reduces the total transaction price due to the nature of the performance obligations to which the variable consideration relates. These estimates reflect our historical experience and current contractual requirements which cap the maximum amount that may be paid. The expected value method requires judgment and considers multiple factors that may vary over time depending upon the unique facts and circumstances related to each performance obligation. Depending on the facts and circumstances, a change in variable consideration estimate will either be accounted for at the contract level or using the portfolio method. We exclude from the transaction price all taxes assessed by governmental authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers. Accordingly, such tax amounts are not included as a component of net sales or cost of sales. These tax amounts are recorded in cost of electricity revenue, cost of service revenue, and general and administrative operating expenses. We allocate the transaction price to each distinct performance obligation based on relative standalone selling prices. Given that we typically sell an Energy Server with a maintenance services agreement and have not provided maintenance services to a customer who does not have use of an Energy Server, standalone selling prices are estimated using a cost-plus approach. Costs relating to Energy Servers include all direct and indirect manufacturing costs, applicable overhead costs and costs for normal production inefficiencies (i.e., variances). We then apply a margin to the Energy Servers, which may vary with the size of the customer, geographic region and the scale of the Energy Server deployment. As our business offerings and eligibility for the ITC evolve over time, we may be required to modify the expected margin in subsequent periods and our revenue could be materially affected. Costs relating to installation include all direct and indirect installation costs. The margin we apply reflects our profit objectives relating to installation. Costs for maintenance services arrangements are estimated over the life of the maintenance contracts and include estimated future service costs and future material costs. Material costs over the period of the service arrangement are impacted significantly by the longevity of the fuel cells themselves. After considering the total service costs, we apply a lower margin to our service costs than to our Energy Servers as it best reflects our long-term service margin expectations and comparable historical industry service margins. As a result, our estimate of our selling price is driven primarily by our expected margin on both the Energy Server and the maintenance services agreements based on their respective costs or, in the case of maintenance services agreements, the estimated costs to be incurred. We generally recognize product and installation revenue at the point in time that the customer obtains control of the Energy Server. For certain instances, such as bill-and-hold transactions, control of installations transfers to the customer over time, and the related revenue is recognized over time as the performance obligation is satisfied using the cost-to-total cost (percentage-of-completion) method. We use an input measure of progress to determine the amount of revenue to recognize during each reporting period when such revenue is recognized over time, based on the costs incurred to satisfy the performance obligation. We recognize maintenance services revenue, including revenue associated with any related customer material rights, over time as we perform service maintenance activities. Amounts billed to customers for shipping and handling activities are considered contract fulfillment activities and not a separate performance obligation of the contract. Shipping and handling costs are recorded within cost of revenue. The following is a description of the principal activities from which we generate revenue. Our four revenue streams are classified as follows: Product Revenue - All of our product revenue is generated from the sale of our Energy Servers to direct purchase customers, including financing partners on Third-Party PPAs and sale-and-leaseback transactions, international channel providers and traditional lease customers. We generally recognize product revenue from contracts with customers at the point that control is transferred to the customers. This occurs when we achieve customer acceptance, which typically occurs upon transfer of control to our customers, which depending on the contract terms is when the system is shipped and delivered to our customers, when the system is shipped and delivered and is physically ready for startup and commissioning, or when the system is shipped and delivered and is turned on and producing power. Certain customer arrangements include bill-and-hold terms under which transfer of control criteria have been met, including the passing of title and significant risk and reward of ownership to the customers. Therefore, the customers can direct the use of the bill-and-hold product while we retain physical possession of the product until it is delivered to a customer site at a point in time in the future. Under our traditional lease financing option, we sell our Energy Servers through a direct sale to a financing partner who, in turn, leases the Energy Servers to the customer under a lease agreement. With our sales to our international channel providers, our international channel providers typically sell the Energy Servers to, or sometimes provide a PPA to, an end customer. In both traditional lease and international channel providers transactions, we contract directly with the end customer to provide extended maintenance services after the end of the standard warranty period. As a result, since the customer that purchases the server is a different and unrelated party to the customer that purchases extended warranty services, the product and maintenance services contract are not combined. Installation Revenue - Nearly all of our installation revenue relates to the installation of Energy Servers sold to customers as part of a direct purchase and to financing parties as part of a traditional lease or Portfolio Financing. Generally, we recognize installation revenue when the system is physically ready for startup and commissioning, or when the system is turned on and producing power. For instances when control for installation services is transferred over time, we use an input measure of progress to determine the amount of revenue to recognize during each reporting period based on the costs incurred to satisfy the performance obligation. Payments received from customers are recorded within deferred revenue and customer deposits in the condensed consolidated balance sheets until control is transferred. The related cost of such product and installation is also deferred as a component of deferred cost of revenue in the condensed consolidated balance sheets until control is transferred. Service Revenue - Service revenue is generated from maintenance services agreements. As part of our initial contract with customers for the sale and installation of our Energy Servers, we typically provide a standard one-year warranty which covers defects in materials and workmanship and manufacturing or performance conditions under normal use and service for the first year following commencement of operations. As part of this standard first-year warranty, we also monitor the operations of the underlying systems and provide output and efficiency guaranties. We have determined that this standard first-year warranty is a distinct performance obligation - being a promise to stand-ready to maintain the Energy Servers when and if required during the first year following installation. We also sell to our customers extended annual maintenance services that effectively extend the standard first-year warranty coverage at the customer’s option. These customers generally have an option to renew or cancel the extended maintenance services on an annual basis and nearly every customer has renewed historically. Similar to the standard first-year warranty, the optional extended annual maintenance services are considered a distinct performance obligation – being a promise to stand-ready to maintain the Energy Servers when and if required during the renewal service year. Given our customers' renewal history, we anticipate that most of them will continue to renew their maintenance services agreements each year for the period of their expected use of the Energy Server. The contractual renewal price may be less than the standalone selling price of the maintenance services and consequently the contract renewal option may provide the customer with a material right. We estimate the standalone selling price for customer renewal options that give rise to material rights using the practical alternative by reference to optional maintenance services renewal periods expected to be provided and the corresponding expected consideration for these services. This reflects the fact that our additional performance obligations in any contractual renewal period are consistent with the services provided under the standard first-year warranty. Where we have determined that a customer has a material right as a result of their contract renewal option, we recognize that portion of the transaction price allocated to the material right over the period in which such rights are exercised. Payments from customers for the extended maintenance contracts are generally received at the beginning of each service year. Accordingly, the customer payment received is recorded as a customer deposit and revenue is recognized over the related service period as the services are performed. Electricity Revenue - We sell electricity produced by our Energy Servers owned directly by us or by our consolidated PPA Entities. Our PPA Entities purchase Energy Servers from us and sell electricity produced by these systems to customers through long-term PPAs. Customers are required to purchase all of the electricity produced by those Energy Servers at agreed-upon rates over the course of the PPAs' contractual term. In addition, in certain Managed Services Financings pursuant to which we are party to a Managed Services Agreement with a customer in a sale-leaseback-sublease arrangement, we may recognize electricity revenue. We first determine whether the Energy Servers under the sale-leaseback arrangement of a Managed Services Financing were “integral equipment." As the Energy Servers were determined not to be integral equipment, we determine if the leaseback was classified as a financing lease or an operating lease. Under ASC 840, Leases ("ASC 840"), our Managed Services Agreements with the financiers were classified as capital leases and were accordingly recorded as financing transactions, while the sub-lease arrangements with the end customer were classified as operating leases. We have determined that the financiers are our customers in our Managed Services Agreements. In these Managed Services Financings, we enter into an agreement with a customer for a certain term. In exchange for the use of the Energy Server and its generated electricity, the customer makes a monthly payment. The customer's monthly payment includes a fixed monthly capacity-based payment, and in some cases also includes a performance-based payment based on the performance of the Energy Server. The fixed capacity-based payments made by the customer are applied toward our obligation to pay down the financing obligation with the financier. The performance-based payment is transferred to us as compensation for operations and maintenance services and is recognized as electricity revenue. We allocate the total payments received based on the relative standalone selling prices to electricity revenue and to service revenue. Electricity revenue relating to PPAs was typically accounted for in accordance with ASC 840, and service revenue in accordance with ASC 606. We adopted ASC 842, with effect from January 1, 2020. Managed Services Financings entered from January 1, 2020 until June 30, 2021, including some of our agreements with financiers are accounted for as financing transactions because the repurchase options in these agreements prevent the transfer of control of the systems to the financier. Additionally, some of our leaseback agreements with financiers are not operating leases and are therefore accounted for as failed sale-and-leaseback transactions. We also determined that the sub-lease arrangements under the Managed Services Agreements with the customer are not within the scope of ASC 842 because the customer does not have the right to control the use of the underlying assets (i.e., the Energy Servers). Accordingly, such agreements are accounted for under ASC 606. Under ASC 606, we recognize customer payments for electricity as electricity revenue. In the three months ended September 30, 2021, we completed the first successful sale-and-lease back transaction in which we transferred control of the Energy Server to the financier and leased it back as an operating lease. The proceeds from the sale are allocated between the sale of Energy Server for Product and Installation based on the relative standalone selling prices. The proceeds allocated to the sale of the Energy Servers are evaluated to determine if the transaction meets the criteria for sale-leaseback accounting. To meet the sale-leaseback criteria, control of the Energy Servers must transfer to the financier, which requires among other criteria the leaseback to meet the criteria for an operating lease. Accordingly, for such transactions where control transfers and the leaseback is classified as an operating lease, we recognize revenue on the sale of the Energy Servers, and separately recognize the lease back obligations. We recognize a lease liability for the Energy Server leaseback obligation based on the present value of the future payments to the financier that are attributed to the Energy Server leaseback using our incremental borrowing rate. We also record a right-of-use asset, which is amortized over the term of the leaseback, and is included as a cost of electricity revenue on the condensed consolidated statements of operations. For such sale-and-leaseback transactions during the 3 months ended September 30, 2021, we recognized $3.9 million revenue, and recognized $2.2 million right-of-use assets and liabilities as operating leases. For proceeds received from the customer under Managed Services Agreements, we recorded the electricity revenue on a straight-line basis over the lease term, which were not material. Transactions entered into with customers prior to January 1, 2020 carried over their classification as operating leases and continue to be accounted for consistent with prior years as described in the paragraph above. We recognize revenue from the satisfaction of performance obligations under our PPAs and Managed Services Financings as the electricity is provided over the term of the agreement in the amount invoiced, which reflects the amount of consideration to which we have the right to invoice and which corresponds to the value transferred under such arrangements. Contract Modifications Contract modifications are accounted for as separate contracts if the additional products and services are distinct and priced at standalone selling prices. If the additional products and services are distinct, but not priced at standalone selling prices, the modification is treated as a termination of the existing contract and the creation of a new contract. If the additional products and services are not distinct within the context of the contract, the modification is combined with the original contract and either an increase or decrease in revenue is recognized on the modification date. Deferred Revenue We recognize a contract liability (referred to as deferred revenue in our condensed consolidated financial statements) when we have an obligation to transfer products or services to a customer in advance of us satisfying a performance obligation and the contract liability is reduced as performance obligations are satisfied and revenue is recognized. The related cost of such product is deferred as a component of deferred cost of revenue in the condensed consolidated balance sheets. Prior to shipment of the product or the commencement of performance of maintenance services, any prepayment made by the customer is recorded as a customer deposit. Deferred revenue related to material rights for options to renew are recognized in revenue over the maintenance services period. A description of the principal activities from which we recognize cost of revenues associated with each of our revenue streams are classified as follows: Cost of Product Revenue - Cost of product revenue consists of costs of our Energy Servers that we sell to direct purchase, including financing partners on Third-Party PPAs, international channel providers and traditional lease customers. It includes costs paid to our materials suppliers, direct labor, manufacturing and other overhead costs, shipping costs, provisions for excess and obsolete inventory and the depreciation costs of our equipment. For Energy Servers sold to customers pending installation, we provide warranty reserves as a part of product costs for the period from transfer of controls of Energy Servers to commencement of operations. Cost of Installation Revenue - Cost of installation revenue primarily consists of the costs to install our Energy Servers that we sell to direct purchase, including financing partners on Third-Party PPAs and traditional lease customers. It includes cost of materials and service providers, personnel costs, shipping costs and allocated costs. Cost of Service Revenue - Cost of service revenue consists of costs incurred under maintenance service contracts for all customers. It includes personnel costs for our customer support organization, certain allocated costs, and extended maintenance-related product repair and replacement costs. Cost of Electricity Revenue - Cost of electricity revenue primarily consists of the depreciation of the cost of the Energy Servers owned by us or the consolidated PPA Entities and the cost of gas purchased in connection with our first PPA Entity. The cost of electricity revenue is generally recognized over the term of the Managed Services Agreement or customer’s PPA contract. The cost of depreciation of the Energy Servers is reduced by the amortization of any U.S. Treasury Department grant payment in lieu of the energy investment tax credit associated with these systems. Revenue Recognized from Portfolio Financings Through PPA Entities (See Note 11 - Portfolio Financings In 2010, we began selling our Energy Servers to tax equity partnerships in which we held an equity interest as a managing member, or a PPA Entity. This program was financed by the sale of an Operating Company counter-party to a portfolio of PPAs to a PPA Entity. The investors in a PPA Entity contribute cash to the PPA Entity in exchange for an equity interest, which then allows the PPA Entity to purchase the Operating Company and the Energy Servers contemplated by the portfolio of PPAs owned by such Operating Company. The cash contributions held are classified as short-term or long-term restricted cash according to the terms of each PPA Entity's governing documents. As we identified customers, the Operating Company entered into a PPA with the customer pursuant to which the customer agreed to purchase the power generated by one or more Energy Servers at a specified rate per kilowatt hour for a specified term, which can range from 10 to 21 years. The Operating Company, wholly owned by the PPA Entity, typically entered into a maintenance services agreement with us following the first year of service to extend the standard one-year performance warranties and guaranties. This intercompany arrangement is eliminated on consolidation. Those PPAs that qualify as leases are classified as either sales-type leases or operating leases and those that do not qualify as leases are classified as tariff agreements or revenue arrangements with customers. For arrangements classified as operating leases, tariff agreements, or revenue arrangements with customers, income is recognized as contractual amounts are due when the electricity is generated and presented within electricity revenue on the condensed consolidated statements of operations. Sales-type Leases - Certain Portfolio Financings with PPA Entities entered into prior to our adoption of ASC 842 qualified as sales-type leases in accordance with ASC 840. The classification for such arrangements were carried over and accounted for as sales-type leases under ASC 842. We are responsible for the installation, operation and maintenance of the Energy Servers at the customers' sites, including running the Energy Servers during the term of the PPA which ranges from 10 to 15 years. Based on the terms of the PPAs, we may also be obligated to supply fuel for the Energy Servers. The amount billed for the delivery of electricity to customers primarily consists of returns on the amounts financed including interest revenue, service revenue and fuel revenue for certain arrangements. As the Portfolio Financings through PPA Entities entered into prior to our adoption of ASC 842 contain a lease, the consideration received is allocated between the lease elements (lease of property and related executory costs) and non-lease elements (other products and services, excluding any derivatives) based on relative fair value. Lease elements include the leased system and the related executory costs (i.e. installation of the system, electricity generated by the system, maintenance costs). Non-lease elements include service, fuel and interest related to the leased systems. Service revenue and fuel revenue are recognized over the term of the PPA as electricity is generated. For those transactions that contain a lease, the interest component related to the leased system is recognized as interest revenue over the life of the lease term. The customer has the option to purchase the Energy Servers at the then fair market value at the end of the PPA contract term. Service revenue related to sales-type leases is included in electricity revenue in the condensed consolidated statements of operations. We have not entered into any new Portfolio Financing arrangements through PPA Entities during the last three years. Operating Leases - Certain Portfolio Financings with PPA Entities entered into prior to the adoption of ASC 842 that were deemed leases in substance, but did not meet the criteria of sales-type leases or direct financing leases in accordance with ASC 840, were accounted for as operating leases. The classification for such arrangements were carried over and accounted for as operating leases under ASC 842. Revenue under these arrangements is recognized as electricity sales and service revenue and is provided to the customer at rates specified under the PPAs. Foreign Currency Transactions The functional currencies of most of our foreign subsidiaries are the U.S. dollar since the subsidiaries are considered financially and operationally integrated with their domestic parent. For these subsidiaries, the foreign currency monetary assets and liabilities are remeasured into U.S. dollars at end-of-period exchange rates. Any currency transaction gains and losses are included as a component of other expense in our condensed consolidated statements of operations. The functional currency of our joint venture in the Republic of Korea is the local currency, the South Korean won ("KRW"), since the joint venture is financially independent of its U.S. parent and the KRW is the currency in which the joint venture generates and expends cash. Assets and liabilities of this entity are translated at the rate of exchange at the balance sheet date. Revenue and expenses are translated at the weighted average rate of exchange during the period. For this entity, translation adjustments resulting from the process of translating the KRW financial statements into U.S. dollars are included in other comprehensive loss. Translation adjustments attributable to noncontrolling interests are allocated to and reported as part of the noncontrolling interests in the condensed consolidated financial statements. Goodwill Goodwill is recognized in conjunction with business acquisitions as the excess of the purchase consideration for the business acquisition over the fair value of identifiable assets acquired and liabilities assumed. The fair value of identifiable assets and liabilities, and thus goodwill, is subject to redetermination within a measurement period of up to one year following completion of a business acquisition. Goodwill is tested for impairment annually or more frequently if circumstances indicate an impairment may have occurred. We acquired the remaining noncontrolling equity interest in our related party Bloom Energy Japan Limited as of July 1, 2021 and recognized goodwill of $1.7 million as of September 30, 2021. Recent Accounting Pronouncements Other than the adoption of the accounting guidance mentioned below, there have been no other significant changes in our reported financial position or results of operations and cash flows resulting from the adoption of new accounting pronouncements. Accounting Guidance Implemented in 2021 In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) ("ASU 2020-06"). The new standard simplifies the accounting for convertible instruments by eliminating the conversion option separation model for convertible debt that can be settled in cash and by eliminating the measurement model for beneficial conversion features. The guidance is effective for fiscal years beginning after December 15, 2021, with early adoption permitted as early as fiscal years (including interim periods) beginning after December 15, 2020. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. There will no longer be a debt discount representing the difference between the carrying value, excluding issuance costs, and the principal of the convertible debt instrument and, as a result, there will no longer be interest expense from the amortization of the debt discount over the term of the convertible debt instrument. The amendments in this update also require the if-converted method to be applied for all convertible instruments when calculating diluted earnings per share. We elected to early adopt ASU 2020-06 as of January 1, 2021 using the modified retrospective transition method, which resulted in a cumulative-effect adjustment to the opening balance of accumulated deficit on the date of adoption. Prior period condensed consolidated financial statements were not restated upon adoption. Upon adoption of ASU 2020-06, we combined the previously separated equity component with the liability component of our 2.5% Green Convertible Senior Notes due August 2025. These components are now together classified as recourse debt, thereby eliminating the subsequent amortization of the debt discount as interest expense. Similarly, the portion of issuance costs previously allocated to equity was reclassified to debt and will be amortized as interest expense. Accordingly, we recorded a decrease to accumulated deficit of $5.3 million, a decrease to additional paid-in capital of $126.8 million, and an increase to recourse debt, non-current of approximately $121.5 million. There is no deferred tax impact related to the adoption of ASU 2020-06 due to our full valuation allowance. Accounting Guidance Not Yet Adopted Cessation of LIBOR - In March 2020, t |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2021 | |
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): September 30, December 31, 2021 2020 Accounts receivable $ 62,066 $ 96,186 Contract assets 27,745 3,327 Customer deposits 37,911 66,171 Deferred revenue 111,870 135,578 Contract assets relate to contracts for which revenue is recognized upon transfer of control of performance obligations, however billing milestones have not been reached. Customer deposits and deferred revenue are payments received from customers or invoiced amounts prior to transfer of controls of performance obligations. Customer deposits are refundable fees until certain milestones are met. Contract Assets During the three months ended September 30, 2021, contract assets increased from $18.6 million to $27.7 million. Contract assets of $20.9 million were recognized when the transfers of controls of performance obligations were satisfied but the related billing milestones had not been met. Contract assets of $11.8 million from the beginning of the period were transferred to accounts receivable. During the three months ended September 30, 2020, contract assets increased from $3.0 million to $11.4 million. Contract assets of $8.4 million were recognized when the transfers of controls of performance obligations were satisfied but the related billing milestones had not been met. Contract assets of $0.1 million from the beginning of the period were transferred to accounts receivable. During the nine months ended September 30, 2021, contract assets increased from $3.3 million to $27.7 million. Contract assets of $24.4 million were recognized when the transfers of control of performance obligations were satisfied but the related billing milestones had not been met. During the nine months ended September 30, 2020, contract assets increased from $2.8 million to $11.4 million. Contract assets of $8.6 million were recognized when the transfers of control of performance obligations were satisfied but the related billing milestones had not been met. No contract asset balances from the beginning of the periods were transferred to accounts receivable. Deferred Revenue Deferred revenue activity, including deferred incentive revenue activity, during the three and nine months ended September 30, 2021 and 2020 consists of the following (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Beginning balance $ 116,255 $ 169,253 $ 135,578 $ 175,455 Additions 175,423 166,504 541,519 464,135 Revenue recognized (179,808) (178,713) (565,227) (482,546) Ending balance $ 111,870 $ 157,044 $ 111,870 $ 157,044 Disaggregated Revenue We disaggregate revenue from contracts with customers into four revenue categories: (i) product, (ii) installation, (iii) services and (iv) electricity (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Revenue from contracts with customers: Product revenue $ 128,550 $ 131,076 $ 413,347 $ 346,832 Installation revenue 22,172 26,603 53,710 73,060 Services revenue 39,251 26,141 111,375 77,496 Electricity revenue 804 344 2,107 488 Total revenue from contract with customers 190,777 184,164 580,539 497,876 Revenue from contracts accounted for as leases: Electricity revenue 16,451 16,141 49,166 46,984 Total revenue $ 207,228 $ 200,305 $ 629,705 $ 544,860 |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2021 | |
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 are as follows (in thousands): September 30, December 31, 2021 2020 As Held: Cash $ 291,830 $ 180,808 Money market funds 28,071 235,902 $ 319,901 $ 416,710 As Reported: Cash and cash equivalents $ 121,861 $ 246,947 Restricted cash 198,040 169,763 $ 319,901 $ 416,710 Restricted cash consisted of the following (in thousands): September 30, December 31, 2021 2020 Current: Restricted cash $ 64,059 $ 26,706 Restricted cash related to PPA Entities 1 1,256 25,764 Restricted cash, current 65,315 52,470 Non-current: Restricted cash 117,501 286 Restricted cash related to PPA Entities 1 15,224 117,007 Restricted cash, non-current 132,725 117,293 $ 198,040 $ 169,763 1 We have VIEs that represent a portion of the condensed consolidated balances recorded within the "restricted cash" and other financial statement line items in the condensed consolidated balance sheets (see Note 11 - Portfolio Financings ). In addition, the restricted cash held in the PPA II and PPA IIIb entities as of September 30, 2021, includes $34.2 million and $1.2 million of current restricted cash, respectively, and $65.2 million and $13.3 million of non-current restricted cash, respectively. The restricted cash held in the PPA II and PPA IIIb entities as of December 31, 2020, includes $20.3 million and $0.7 million of current restricted cash, respectively, and $88.4 million and $13.3 million of non-current restricted cash, respectively. These entities are not considered VIEs. Factoring Arrangements We sell certain customer trade receivables on a non-recourse basis under factoring arrangements with our designated financial institution. These transactions are accounted for as sales and cash proceeds are included in cash used in operating activities. We derecognized $113.9 million and $49.3 million of accounts receivable during the nine months ended September 30, 2021 and during fiscal year ended December 31, 2020, respectively, under these factoring arrangements. The costs of factoring such accounts receivable on our condensed consolidated statements of operations for the three and nine months ended September 30, 2021 and 2020 were not material. |
Fair Value
Fair Value | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value Our accounting policy for the fair value measurement of cash equivalents, the fair value of contingent consideration related to business combinations, natural gas fixed price forward contracts, embedded Escalation Protection Plan ("EPP") derivatives and interest rate swap agreements have not changed from the policies described in our Annual Report on Form 10-K for the year ended December 31, 2020. Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis The tables below set forth, by level, our financial assets that are accounted for at fair value for the respective periods. The table does not include assets and liabilities that are measured at historical cost or any basis other than fair value (in thousands): Fair Value Measured at Reporting Date Using September 30, 2021 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 28,071 $ — $ — $ 28,071 $ 28,071 $ — $ — $ 28,071 Liabilities Contingent consideration $ — $ — $ 3,623 $ 3,623 Derivatives: Embedded EPP derivatives — — 7,186 7,186 Interest rate swap agreements — 11,853 — 11,853 $ — $ 11,853 $ 10,809 $ 22,662 Fair Value Measured at Reporting Date Using December 31, 2020 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 235,902 $ — $ — $ 235,902 $ 235,902 $ — $ — $ 235,902 Liabilities Derivatives: Natural gas fixed price forward contracts $ — $ — $ 2,574 $ 2,574 Embedded EPP derivatives — — 5,541 5,541 Interest rate swap agreements — 15,989 — 15,989 $ — $ 15,989 $ 8,115 $ 24,104 Money Market Funds - Money market funds are valued using quoted market prices for identical securities and are therefore classified as Level 1 financial assets. Natural Gas Fixed Price Forward Contracts - As of September 30, 2021, natural gas fixed price forward contracts were valued using a combination of factors including the counterparty's credit rating and estimates of future natural gas prices. The leveling of each financial instrument is reassessed at the end of each period and is based on pricing information received from third-party pricing sources. During 2021, we transferred natural gas forward contracts from Level 3 to Level 2. Transfers between these hierarchy levels were based on the availability of sufficient observable inputs to meet Level 2 versus Level 3 criteria. For the three months ended September 30, 2021 and 2020, we recognized an unrealized gain of $0.1 million and an unrealized gain of $0.7 million, respectively, as a result of a change in the fair value of our natural gas fixed price forward contracts during these periods. We realized gains of $0.1 million and $1.2 million for the three months ended September 30, 2021 and 2020, respectively, on the settlement of these contracts in cost of revenue on our condensed consolidated statements of operations. For the nine months ended September 30, 2021 and 2020, we recognized an unrealized gain of $1.1 million and no unrealized gains or losses, respectively. We realized gains of $1.5 million and $3.7 million for the nine months ended September 30, 2021 and 2020, respectively, on the settlement of these contracts in cost of revenue on our condensed consolidated statements of operations. Embedded Escalation Protection Plan Derivative Liability in Sales Contracts - We estimate the fair value of the embedded EPP derivatives in certain sales contracts using a Monte Carlo simulation model, which considers various potential electricity price curves over the sales contracts' terms. We use historical grid prices and available forecasts of future electricity prices to estimate future electricity prices. We have classified these derivatives as a Level 3 financial liability. For the three months ended September 30, 2021 and 2020, we recorded the fair value of the embedded EPP derivatives and recognized an unrealized loss of $0.2 million and an unrealized gain of $1.5 million, respectively, in (loss) gain on revaluation of embedded derivatives on our condensed consolidated statements of operations. For the nine months ended September 30, 2021 and 2020, we recorded the fair value of the embedded EPP derivatives and recognized an unrealized loss of $1.6 million and an unrealized gain of $2.2 million, respectively, in (loss) gain on revaluation of embedded derivatives on our condensed consolidated statements of operations. The changes in the Level 3 financial liabilities during the nine months ended September 30, 2021 were as follows (in thousands): Natural Embedded EPP Derivative Liability Total Liabilities at December 31, 2019 $ 6,968 $ 6,176 $ 13,144 Settlement of natural gas fixed price forward contracts (4,503) — (4,503) Changes in fair value 109 (635) (526) Liabilities at December 31, 2020 2,574 5,541 8,115 Changes in fair value — 1,645 1,645 Transfer from Level 3 to Level 2 in fair value hierarchy (2,574) — (2,574) Liabilities at September 30, 2021 $ — $ 7,186 $ 7,186 Interest Rate Swap Agreements - Interest rate swap agreements are valued using quoted prices for similar contracts and are therefore classified as Level 2 financial assets. Interest rate swaps are designed as hedging instruments and are recognized at fair value on our condensed consolidated balance sheets. As of September 30, 2021, we expect $2.7 million of the loss on the interest rate swaps accumulated in other comprehensive loss to be reclassified into earnings in the next 12 months. Financial Assets and Liabilities Not Measured at Fair Value on a Recurring Basis Customer Receivables and Debt Instruments - The fair value for customer financing receivables is based on a discounted cash flow model, whereby the fair value approximates the present value of the receivables (Level 3). The senior secured notes, term loans and convertible notes are based on rates currently offered for instruments with similar maturities and terms (Level 3). The following table presents the estimated fair values and carrying values of customer receivables and debt instruments (in thousands): September 30, 2021 December 31, 2020 Net Carrying Fair Value Net Carrying Fair Value Customer receivables Customer financing receivables $ 46,674 $ 39,545 $ 50,746 $ 42,679 Debt instruments Recourse: 10.25% Senior Secured Notes due March 2027 68,879 73,345 68,614 71,831 2.5% Green Convertible Senior Notes due August 2025 222,371 317,078 99,394 426,229 Non-recourse: 7.5% Term Loan due September 2028 29,699 36,370 31,746 37,658 6.07% Senior Secured Notes due March 2030 74,289 84,961 77,007 89,654 LIBOR + 2.5% Term Loan due December 2021 108,958 109,513 114,138 116,113 |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Balance Sheet Components Inventories The components of inventory consist of the following (in thousands): September 30, December 31, 2021 2020 Raw materials $ 94,051 $ 79,090 Work-in-progress 40,822 29,063 Finished goods 47,682 33,906 $ 182,555 $ 142,059 The inventory reserves were $14.5 million and $14.0 million as of September 30, 2021 and December 31, 2020, respectively. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): September 30, December 31, 2021 2020 Prepaid hardware and software maintenance $ 4,034 $ 5,227 Receivables from employees 5,184 5,160 Other prepaid expenses and other current assets 22,728 20,331 $ 31,946 $ 30,718 Property, Plant and Equipment, Net Property, plant and equipment, net, consists of the following (in thousands): September 30, December 31, 2021 2020 Energy Servers $ 675,083 $ 669,422 Computers, software and hardware 21,105 20,432 Machinery and equipment 112,634 106,644 Furniture and fixtures 8,531 8,455 Leasehold improvements 38,156 37,497 Building 46,730 46,730 Construction-in-progress 62,906 21,118 965,145 910,298 Less: accumulated depreciation (349,631) (309,670) $ 615,514 $ 600,628 Depreciation expense related to property, plant and equipment was $13.3 million and $13.0 million for the three months ended September 30, 2021 and 2020, respectively. Depreciation expense related to property, plant and equipment was $40.1 million and $38.9 million for the nine months ended September 30, 2021 and 2020, respectively. Property, plant and equipment under operating leases by the PPA Entities was $368.0 million and $368.0 million and accumulated depreciation for these assets was $133.5 million and $115.9 million as of September 30, 2021 and December 31, 2020, respectively. Depreciation expense for these assets was $5.9 million and $5.9 million for the three months ended September 30, 2021 and 2020, respectively. Depreciation expense for these assets was $17.6 million and $18.0 million for the nine months ended September 30, 2021 and 2020, respectively. Other Long-Term Assets Other long-term assets consist of the following (in thousands): September 30, December 31, 2021 2020 Prepaid insurance $ 10,112 $ 11,792 Deferred commissions 7,039 6,732 Long-term lease receivable 7,797 6,995 Goodwill 1,719 — Prepaid and other long-term assets 11,926 8,992 $ 38,593 $ 34,511 Accrued Warranty Accrued warranty liabilities consist of the following (in thousands): September 30, December 31, 2021 2020 Product warranty $ 1,107 $ 1,549 Product performance 6,800 8,605 Maintenance services contracts — 109 $ 7,907 $ 10,263 Changes in the product warranty and product performance liabilities were as follows (in thousands): Balances at December 31, 2020 $ 10,154 Accrued warranty, net 6,682 Warranty expenditures during the year-to-date period (8,929) Balances at September 30, 2021 $ 7,907 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (in thousands): September 30, December 31, 2021 2020 Compensation and benefits $ 24,393 $ 28,343 Current portion of derivative liabilities 12,415 19,116 Sales-related liabilities 6,232 14,479 Accrued installation 8,854 16,468 Sales tax liabilities 1,304 2,732 Interest payable 719 2,224 Other 31,960 28,642 $ 85,877 $ 112,004 Other Long-Term Liabilities Other long-term liabilities consist of the following (in thousands): September 30, December 31, 2021 2020 Delaware grant $ 9,495 $ 9,212 Other 17,260 8,056 $ 26,755 $ 17,268 We recorded a long-term liability for the potential future repayment of the incentive grant received from the Delaware Economic Development Authority of $9.5 million and $9.2 million as of September 30, 2021 and December 31, 2020, respectively. See Note 13 - Commitments and Contingencies for a full description of the grant. |
Outstanding Loans and Security
Outstanding Loans and Security Agreements | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Outstanding Loans and Security Agreements | Outstanding Loans and Security Agreements The following is a summary of our debt as of September 30, 2021 (in thousands, except percentage data): Unpaid Net Carrying Value Unused Interest Maturity Dates Entity Recourse Current Long- Total 10.25% Senior Secured Notes due March 2027 $ 70,000 $ 6,034 $ 62,845 $ 68,879 $ — 10.25% March 2027 Company Yes 2.5% Green Convertible Senior Notes due August 2025 230,000 — 222,371 222,371 — 2.5% August 2025 Company Yes Total recourse debt 300,000 6,034 285,216 291,250 — 7.5% Term Loan due September 2028 31,912 3,315 26,384 29,699 — 7.5% September PPA IIIa No 6.07% Senior Secured Notes due March 2030 75,016 4,467 69,822 74,289 — 6.07% March 2030 PPA IV No LIBOR + 2.5% Term Loan due December 2021 109,109 — 108,958 108,958 — LIBOR plus December 2021 PPA V No Letters of Credit due December 2021 — — — — 759 2.25% December 2021 PPA V No Total non-recourse debt 216,037 7,782 205,164 212,946 759 Total debt $ 516,037 $ 13,816 $ 490,380 $ 504,196 $ 759 The following is a summary of our debt as of December 31, 2020 (in thousands, except percentage data): Unpaid Net Carrying Value Unused Interest Maturity Dates Entity Recourse Current Long- Total 10.25% Senior Secured Notes due March 2027 $ 70,000 $ — $ 68,614 $ 68,614 $ — 10.25% March 2027 Company Yes 2.5% Green Convertible Senior Notes due August 2025 230,000 — 99,394 99,394 — 2.5% August 2025 Company Yes Total recourse debt 300,000 — 168,008 168,008 — 7.5% Term Loan due September 2028 34,456 2,826 28,920 31,746 — 7.5% September PPA IIIa No 6.07% Senior Secured Notes due March 2030 77,837 3,882 73,125 77,007 — 6.07% March 2030 PPA IV No LIBOR + 2.5% Term Loan due December 2021 114,761 114,138 — 114,138 — LIBOR plus December 2021 PPA V No Letters of Credit due December 2021 — — — — 968 2.25% December 2021 PPA V No Total non-recourse debt 227,054 120,846 102,045 222,891 968 Total debt $ 527,054 $ 120,846 $ 270,053 $ 390,899 $ 968 Recourse debt refers to debt that we have an obligation to pay. Non-recourse debt refers to debt that is recourse to only our subsidiaries. The differences between the unpaid principal balances and the net carrying values apply to deferred financing costs. We and all of our subsidiaries were in compliance with all financial covenants as of September 30, 2021 and December 31, 2020. Recourse Debt Facilities 10.25% Senior Secured Notes due March 2027 - On May 1, 2020, we issued $70.0 million of 10.25% Senior Secured Notes in a private placement ("10.25% Senior Secured Notes"). The 10.25% Senior Secured Notes are governed by an indenture (the “Senior Secured Notes Indenture”) entered into among us, the guarantor party thereto and U.S. Bank National Association, in its capacity as trustee and collateral agent. The 10.25% Senior Secured Notes are secured by certain of our operations and maintenance agreements that previously were part of the security for the 6% Convertible Notes. The 10.25% Senior Secured Notes are supported by a $150.0 million indenture between us and U.S. Bank National Association, which contained an accordion feature for an additional $80.0 million of notes that could be issued on or prior to September 27, 2021. We chose not to exercise this accordion feature, which has now expired. Interest on the 10.25% Senior Secured Notes is payable quarterly, commencing June 30, 2020. The 10.25% Senior Secured Notes Indenture contains customary events of default and covenants relating to, among other things, the incurrence of new debt, affiliate transactions, liens and restricted payments. On or after March 27, 2022, we may redeem all of the 10.25% Senior Secured Notes at a price equal to 108% of the principal amount of the 10.25% Senior Secured Notes plus accrued and unpaid interest, with such optional redemption prices decreasing to 104% on and after March 27, 2023, 102% on and after March 27, 2024 and 100% on and after March 27, 2026. Before March 27, 2022, we may redeem the 10.25% Senior Secured Notes upon repayment of a make-whole premium. If we experience a change of control, we must offer to purchase for cash all or any part of each holder’s 10.25% Senior Secured Notes at a purchase price equal to 101% of the principal amount of the 10.25% Senior Secured Notes, plus accrued and unpaid interest. The non-current balance of the outstanding unpaid principal of the 10.25% Senior Secured Notes was $64.0 million as of September 30, 2021. The current balance of the outstanding unpaid principal of the 10.25% Senior Secured Notes was $6.0 million as of September 30, 2021. 2.5% Green Convertible Senior Notes due August 2025 - In August 2020, we issued $230.0 million aggregate principal amount of our 2.5% Green Convertible Senior Notes due August 2025 (the "Green Notes"), unless earlier repurchased, redeemed or converted . The principal amount of the Green Notes are $230.0 million, less initial purchaser's discount of $6.9 million and other issuance costs of $3.0 million resulting in net proceeds of $220.1 million. The Green Notes are senior, unsecured obligations accruing interest at a rate of 2.5% per annum, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2021. We may not redeem the Green Notes prior to August 21, 2023. We may elect to redeem, at face value, all or any portion of the Green Notes at any time on or after August 21, 2023 and on or before the twenty-sixth trading day immediately before the maturity date, provided certain conditions are met. Before May 15, 2025, the noteholders have the right to convert their Green Notes only upon the occurrence of certain events, including a conversion upon satisfaction of a condition relating to the closing price of our common stock ("the Closing Price Condition"). If the Closing Price Condition is met on at least 20 of the last 30 consecutive trading days in any quarter, the noteholders may convert their Green Notes at any time during the immediately following quarter. The Closing Price Condition was not met during the three months ended September 30, 2021 and accordingly, the noteholders may not convert their Green Notes at any time during the quarter ending December 31, 2021. From and after May 15, 2025, the noteholders may convert their Green Notes at any time at their election until the close of business on the second trading day immediately before the maturity date. Should the noteholders elect to convert their Green Notes, we may elect to settle the conversion by paying or delivering, as applicable, cash, shares of our Class A common stock or a combination thereof. The initial conversion rate is 61.6808 shares of Class A common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $16.21 per share of Class A common stock. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” as defined occur, the conversion rate will, in certain circumstances, be increased for a specified period of time. We adopted ASU 2020-06 as of January 1, 2021 using the modified retrospective transition method. Upon adoption, we combined the previously separated equity component of the Green Notes with the liability component, which is now together classified as debt, thereby eliminating the subsequent amortization of the debt discount as interest expense. Similarly, the portion of issuance costs previously allocated to equity was reclassified to debt and amortized as interest expense. Accordingly, we recorded a net decrease to accumulated deficit of $5.3 million, a decrease to additional paid-in capital of $126.8 million, and an increase to recourse debt, non-current, of approximately $121.5 million upon adoption as of January 1, 2021. Interest expense for the three and nine months ended September 30, 2021 was $1.9 million and $5.8 million, including amortization of issuance costs of $0.5 million and $1.5 million, respectively. Non-recourse Debt Facilities 7.5% Term Loan due September 2028 - In December 2012 and later amended in August 2013, PPA IIIa entered into a $46.8 million credit agreement to fund the purchase and installation of our Energy Servers. The loan bears a fixed interest rate of 7.5% payable quarterly. The loan requires quarterly principal payments, which began in March 2014. The credit agreement requires us to maintain a debt service reserve for all funded systems, the balance of which was $3.6 million and $3.8 million as of September 30, 2021 and December 31, 2020, respectively, which was included as part of long-term restricted cash in the condensed consolidated balance sheets. The loan is secured by all assets of PPA IIIa. 6.07% Senior Secured Notes due March 2030 - The notes bear a fixed interest rate of 6.07% per annum payable quarterly, which began in December 2015 and ends in March 2030. The note purchase agreement requires us to maintain a debt service reserve, the balance of which was $8.9 million and $8.5 million as of September 30, 2021 and December 31, 2020, respectively, which was included as part of long-term restricted cash in the condensed consolidated balance sheets. The notes are secured by all the assets of the PPA IV. LIBOR + 2.5% Term Loan due December 2021 - In June 2015, PPA V entered into a $131.2 million term loan due December 2021. The current portion of the LIBOR + 2.5% Term Loan as of September 30, 2021 and December 31, 2020 was none and $114.1 million, respectively. In November 2021, PPA V entered into a $136 million term loan, which replaces the LIBOR + 2.5% Term Loan due December 2021. For additional information, please see Note 18 – Subsequent Events . As a result of the November 2021 refinance, we reclassified the short term obligation related to LIBOR + 2.5% Term Loan as non-current within the condensed consolidated balance sheet. In accordance with the credit agreement, PPA V was issued floating rate debt based on LIBOR plus a margin, paid quarterly. The applicable margins used for calculating interest expense are 2.25% for years 1-3 following the Term Conversion Date and 2.5% thereafter. For the lenders’ commitments to the loan and the commitments to a letter of credit facility, the PPA V also pays commitment fees at 0.5% per annum over the outstanding commitments, paid quarterly. The loan is secured by all the assets of the PPA V and requires quarterly principal payments which began in March 2017. In connection with the floating-rate credit agreement, in July 2015, PPA V entered into pay-fixed, receive-float interest rate swap agreements to convert its floating-rate loan into a fixed-rate loan. The agreement also included commitments to a letter of credit facility with the aggregate principal amount of $6.4 million, later adjusted down to $6.2 million. The amount reserved under the Letter of Credit as of September 30, 2021 and December 31, 2020 was $5.4 million and $5.2 million, respectively, and the unused capacity was $0.8 million and $1.0 million, respectively. Repayment Schedule and Interest Expense The following table presents details of our outstanding loan principal repayment schedule as of September 30, 2021 (in thousands): Remainder of 2021 $ 3,253 2022 25,765 2023 32,430 2024 36,369 2025 270,613 Thereafter 147,607 $ 516,037 Interest expense of $14.5 million and $20.3 million for the three months ended September 30, 2021 and 2020, respectively, and $43.8 million and $57.5 million for the nine months ended September 30, 2021 and 2020, respectively, was recorded in interest expense on the condensed consolidated statements of operations. This interest expense includes interest expense - related parties of $0.4 million for the three months ended September 30, 2020, and $2.5 million for the nine months ended September 30, 2020, respectively. We did not incur any interest expense - related parties during the three or nine months ended September 30, 2021. |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments Interest Rate Swaps We use various financial instruments to minimize the impact of variable market conditions on our results of operations. We use interest rate swaps to minimize the impact of fluctuations of interest rate changes on our outstanding debt where LIBOR is applied. We do not enter into derivative contracts for trading or speculative purposes. The fair values of the derivatives designated as cash flow hedges as of September 30, 2021 and December 31, 2020 on our condensed consolidated balance sheets are as follows (in thousands): September 30, December 31, 2021 2020 Liabilities Accrued expenses and other current liabilities $ 11,853 $ 15,989 PPA V - In July 2015, PPA V entered into nine interest rate swap agreements to convert a variable interest rate debt to a fixed rate and we designated and documented the interest rate swap arrangements as cash flow hedges. Three of these swaps matured in 2016, three will mature on December 31, 2021 and the remaining three will mature on June 30, 2031. The effective change is recorded in accumulated other comprehensive loss and is recognized as interest expense on settlement. The notional amounts of the swaps are $178.9 million and $181.4 million as of September 30, 2021 and December 31, 2020, respectively. We measure the swaps at fair value on a recurring basis. Fair value is determined by discounting future cash flows using LIBOR rates with appropriate adjustment for credit risk. We realized immaterial gains attributable to the change in valuation during the three and nine months ended September 30, 2021 and 2020, and these gains are included in other expense, net, in the condensed consolidated statements of operations. The changes in fair value of the derivative contracts designated as cash flow hedges and the amounts recognized in accumulated other comprehensive loss and in earnings are as follows (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Beginning balance $ 12,651 $ 17,881 $ 15,989 $ 9,238 Loss (gain) recognized in other comprehensive loss (264) (72) (2,548) 9,212 Amounts reclassified from other comprehensive loss to earnings (499) (501) (1,483) (1,068) Net loss (gain) recognized in other comprehensive loss (763) (573) (4,031) 8,144 Gain recognized in earnings (35) (36) (105) (110) Ending balance $ 11,853 $ 17,272 $ 11,853 $ 17,272 Embedded EPP Derivatives in Sales Contracts |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | Leases Facilities, Office Buildings and Vehicles We lease most of our facilities, office buildings and vehicles under operating and finance leases that expire at various dates through February 2036. We lease various manufacturing facilities in Sunnyvale, Fremont and Mountain View, California. Our Sunnyvale manufacturing facility lease was entered into in April 2005 and expires in December 2023. In June 2020 and in March 2021, we signed leases in Fremont that will expire in 2027 and 2036, respectively, to replace our manufacturing facilities in Sunnyvale and Mountain View. These existing plants together comprise approximately 534,894 square feet of space. In June 2021, we extended the lease term for our headquarters in San Jose, California to 2031 and leased two additional floors. We lease additional office space as field offices in the United States and around the world including in China, India, Japan, the Republic of Korea, Taiwan and the United Arab Emirates. Some of these arrangements have free rent periods or escalating rent payment provisions. We recognize lease cost under such arrangements on a straight-line basis over the life of the leases. For the three months ended September 30, 2021 and 2020, rent expense for all occupied facilities was $4.4 million and $2.8 million, respectively. For the nine months ended September 30, 2021 and 2020, rent expense for all occupied facilities was $11.4 million and $6.8 million, respectively. Our leases have lease terms ranging from less than 1 year to 15 years, some of which include options to extend the leases. The lease term is the non-cancelable period of the lease and includes options to extend or terminate the lease when it is reasonably certain that an option will be exercised. Operating and financing lease right-of-use assets and lease liabilities for facilities, office buildings and vehicles as of September 30, 2021 and December 31, 2020 were as follows (in thousands): September 30, December 31, 2021 2020 Assets : Operating lease right-of-use assets, net 1, 2 $ 70,055 $ 35,621 Financing lease right-of-use assets, net 2, 3, 4 2,943 334 Total $ 72,998 $ 35,955 Liabilities : Current: Operating lease liabilities $ 6,206 $ 7,899 Financing lease liabilities 5 798 74 Total current lease liabilities 7,004 7,973 Non-current: Operating lease liabilities 78,146 41,849 Financing lease liabilities 6 2,165 267 Total non-current lease liabilities 80,311 42,116 Total lease liabilities $ 87,315 $ 50,089 1 These assets primarily include leases for facilities, office buildings 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, net of accumulated amortization. 5 Included in accrued expenses and other current liabilities in the condensed consolidated balance sheets. 6 Included in other long-term liabilities in the condensed consolidated balance sheets. The components of our facilities, office buildings and vehicles' lease costs for the three and nine months ended September 30, 2021 and 2020 were as follows (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Operating lease costs $ 3,925 $ 2,683 $ 10,620 $ 6,280 Financing lease costs: Amortization of financing lease right-of-use assets 214 15 1,096 32 Interest expense for financing lease liabilities 51 4 296 10 Total financing lease costs 265 19 1,392 42 Short-term lease costs 625 131 951 668 Total lease costs $ 4,815 $ 2,833 $ 12,963 $ 6,990 Weighted average remaining lease terms and discount rates for our facilities, office buildings and vehicles as of September 30, 2021 and December 31, 2020 were as follows: September 30, December 31, 2021 2020 Remaining lease term (years): Operating leases 9.3 years 6.7 years Finance leases 3.6 years 4.2 years Discount rate: Operating leases 9.3 % 8.7 % Finance leases 7.6 % 7.0 % Future lease payments under lease agreements for our facilities, office buildings, and vehicles as of September 30, 2021, were as follows (in thousands): Operating Leases Finance Leases Remainder of 2021 $ 3,581 $ 240 2022 13,076 960 2023 14,949 955 2024 13,455 782 2025 13,477 313 Thereafter 79,085 88 Total minimum lease payments 137,623 3,338 Less: amounts representing interest or imputed interest (53,271) (375) Present value of lease liabilities $ 84,352 $ 2,963 Managed Services and Portfolio Financings Through PPA Entities Certain of our customers enter into Managed Services or Portfolio Financings through a PPA Entity to finance their lease of Bloom Energy Servers. Prior to our adoption of ASC 842 as of January 1, 2020, such arrangements with customers that qualified as leases were classified as either sales-type leases or operating leases. For all pre-existing Managed Services Financings or Portfolio Financings through PPA Entities, we have carried over the accounting classifications for those transactions and continue to account for such transactions as either sales-type leases or operating leases under ASC 842. Customer arrangements under Managed Services and Portfolio Financings through PPA Entities entered into after January 1, 2021 do not contain a lease under ASC 842 and are accounted for under ASC 606 as revenue arrangements. Lease agreements under our Managed Services Financings and Portfolio Financings through PPA Entities include non-cancellable lease terms, during which terms the majority of our investment in Energy Servers under lease are typically recovered. We mitigate remaining residual value risk of its Energy Servers through its provision of maintenance on the Energy Servers during the lease term and through insurance whose proceeds are payable in the event of theft, loss, damage, or destruction. Managed Services - Our Managed Services Financings with financiers that result in failed sale-and-leaseback transactions are accounted for as financing transactions. P ayments received from the financier are recognized as financing obligations in our condensed consolidated balance sheets. These financing obligations are included in each agreements' contract value and are recognized as short-term or long-term liabilities based on the estimated payment dates. The lease agreements expire on various dates through 2034. For successful sale-and-leaseback transactions, we recorded right-of-use assets and lease liabilities and recorded lease expense over the lease term. The recognized lease expense has been immaterial. At September 30, 2021, future lease payments under the Managed Services financing obligations and the sublease payments from the customers under the related operating leases were as follows (in thousands): Financing Obligations Sublease Payments 1 Remainder of 2021 $ 10,412 $ (10,412) 2022 42,265 (42,265) 2023 43,223 (43,223) 2024 41,141 (41,141) 2025 40,106 (40,106) Thereafter 90,023 (90,023) Total lease payments 267,170 $ (267,170) Less: imputed interest (154,762) Total lease obligations 112,408 Less: current obligations (14,260) Long-term lease obligations $ 98,148 1 Sublease Payments primarily represents the fees received by the bank from our customer for the electricity generated by our Energy Servers leased under our Managed Services and other similar arrangements, which also pay down our financing obligation to the bank. The long-term financing obligations, as reflected in our condensed consolidated balance sheets, were $456.3 million and $460.0 million as of September 30, 2021 and December 31, 2020, respectively. The difference between these obligations and the principal obligations in the table above will be offset against the carrying value of the related Energy Servers at the end of the lease and the remainder recognized as a gain at that point. Portfolio Financings through PPA Entities - Customer arrangements entered into prior to January 1, 2020 under Portfolio Financing arrangements through a PPA Entity that qualified as leases are accounted for as either sales-type leases or operating leases. Since January 1, 2020, we have not entered into any new PPAs with customers under such arrangements. The components of our aggregate net investment in sales-type leases under our Portfolio Financings through PPA entities consisted of the following (in thousands): September 30, December 31, 2021 2020 Lease payment receivables, net 1 $ 45,784 $ 49,806 Estimated residual value of leased assets (unguaranteed) 890 890 Net investment in sales-type leases 46,674 50,696 Less: current portion (5,693) (5,428) Non-current portion of net investment in sales-type leases $ 40,981 $ 45,268 1 Net of current estimated credit losses of approximately $0.1 million as of September 30, 2021 and December 31, 2020. As of September 30, 2021, the future scheduled customer payments from sales-type leases were as follows (in thousands): Future minimum lease payments Remainder of 2021 $ 1,494 2022 6,110 2023 6,435 2024 6,797 2025 7,125 Thereafter 19,176 Total undiscounted cash flows 47,137 Less: imputed interest (1,302) Present value of lease payments 1 $ 45,835 1 Amount comprises a current and long-term portion of lease receivables of $5.7 million and $41.0 million, respectively, after giving effect to a $0.1 million current expected credit loss reserve on the long-term portion, which is reflected as a component of the net investment in sales-type leases presented in our condensed consolidated statement of financial position as customer financing receivables. Future estimated operating lease payments we expect to receive from Portfolio Financing arrangements through PPA Entities as of September 30, 2021, were as follows (in thousands): Operating Leases Remainder of 2021 $ 10,850 2022 44,205 2023 45,290 2024 46,533 2025 47,553 Thereafter 264,018 Total lease payments $ 458,449 |
Leases | Leases Facilities, Office Buildings and Vehicles We lease most of our facilities, office buildings and vehicles under operating and finance leases that expire at various dates through February 2036. We lease various manufacturing facilities in Sunnyvale, Fremont and Mountain View, California. Our Sunnyvale manufacturing facility lease was entered into in April 2005 and expires in December 2023. In June 2020 and in March 2021, we signed leases in Fremont that will expire in 2027 and 2036, respectively, to replace our manufacturing facilities in Sunnyvale and Mountain View. These existing plants together comprise approximately 534,894 square feet of space. In June 2021, we extended the lease term for our headquarters in San Jose, California to 2031 and leased two additional floors. We lease additional office space as field offices in the United States and around the world including in China, India, Japan, the Republic of Korea, Taiwan and the United Arab Emirates. Some of these arrangements have free rent periods or escalating rent payment provisions. We recognize lease cost under such arrangements on a straight-line basis over the life of the leases. For the three months ended September 30, 2021 and 2020, rent expense for all occupied facilities was $4.4 million and $2.8 million, respectively. For the nine months ended September 30, 2021 and 2020, rent expense for all occupied facilities was $11.4 million and $6.8 million, respectively. Our leases have lease terms ranging from less than 1 year to 15 years, some of which include options to extend the leases. The lease term is the non-cancelable period of the lease and includes options to extend or terminate the lease when it is reasonably certain that an option will be exercised. Operating and financing lease right-of-use assets and lease liabilities for facilities, office buildings and vehicles as of September 30, 2021 and December 31, 2020 were as follows (in thousands): September 30, December 31, 2021 2020 Assets : Operating lease right-of-use assets, net 1, 2 $ 70,055 $ 35,621 Financing lease right-of-use assets, net 2, 3, 4 2,943 334 Total $ 72,998 $ 35,955 Liabilities : Current: Operating lease liabilities $ 6,206 $ 7,899 Financing lease liabilities 5 798 74 Total current lease liabilities 7,004 7,973 Non-current: Operating lease liabilities 78,146 41,849 Financing lease liabilities 6 2,165 267 Total non-current lease liabilities 80,311 42,116 Total lease liabilities $ 87,315 $ 50,089 1 These assets primarily include leases for facilities, office buildings 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, net of accumulated amortization. 5 Included in accrued expenses and other current liabilities in the condensed consolidated balance sheets. 6 Included in other long-term liabilities in the condensed consolidated balance sheets. The components of our facilities, office buildings and vehicles' lease costs for the three and nine months ended September 30, 2021 and 2020 were as follows (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Operating lease costs $ 3,925 $ 2,683 $ 10,620 $ 6,280 Financing lease costs: Amortization of financing lease right-of-use assets 214 15 1,096 32 Interest expense for financing lease liabilities 51 4 296 10 Total financing lease costs 265 19 1,392 42 Short-term lease costs 625 131 951 668 Total lease costs $ 4,815 $ 2,833 $ 12,963 $ 6,990 Weighted average remaining lease terms and discount rates for our facilities, office buildings and vehicles as of September 30, 2021 and December 31, 2020 were as follows: September 30, December 31, 2021 2020 Remaining lease term (years): Operating leases 9.3 years 6.7 years Finance leases 3.6 years 4.2 years Discount rate: Operating leases 9.3 % 8.7 % Finance leases 7.6 % 7.0 % Future lease payments under lease agreements for our facilities, office buildings, and vehicles as of September 30, 2021, were as follows (in thousands): Operating Leases Finance Leases Remainder of 2021 $ 3,581 $ 240 2022 13,076 960 2023 14,949 955 2024 13,455 782 2025 13,477 313 Thereafter 79,085 88 Total minimum lease payments 137,623 3,338 Less: amounts representing interest or imputed interest (53,271) (375) Present value of lease liabilities $ 84,352 $ 2,963 Managed Services and Portfolio Financings Through PPA Entities Certain of our customers enter into Managed Services or Portfolio Financings through a PPA Entity to finance their lease of Bloom Energy Servers. Prior to our adoption of ASC 842 as of January 1, 2020, such arrangements with customers that qualified as leases were classified as either sales-type leases or operating leases. For all pre-existing Managed Services Financings or Portfolio Financings through PPA Entities, we have carried over the accounting classifications for those transactions and continue to account for such transactions as either sales-type leases or operating leases under ASC 842. Customer arrangements under Managed Services and Portfolio Financings through PPA Entities entered into after January 1, 2021 do not contain a lease under ASC 842 and are accounted for under ASC 606 as revenue arrangements. Lease agreements under our Managed Services Financings and Portfolio Financings through PPA Entities include non-cancellable lease terms, during which terms the majority of our investment in Energy Servers under lease are typically recovered. We mitigate remaining residual value risk of its Energy Servers through its provision of maintenance on the Energy Servers during the lease term and through insurance whose proceeds are payable in the event of theft, loss, damage, or destruction. Managed Services - Our Managed Services Financings with financiers that result in failed sale-and-leaseback transactions are accounted for as financing transactions. P ayments received from the financier are recognized as financing obligations in our condensed consolidated balance sheets. These financing obligations are included in each agreements' contract value and are recognized as short-term or long-term liabilities based on the estimated payment dates. The lease agreements expire on various dates through 2034. For successful sale-and-leaseback transactions, we recorded right-of-use assets and lease liabilities and recorded lease expense over the lease term. The recognized lease expense has been immaterial. At September 30, 2021, future lease payments under the Managed Services financing obligations and the sublease payments from the customers under the related operating leases were as follows (in thousands): Financing Obligations Sublease Payments 1 Remainder of 2021 $ 10,412 $ (10,412) 2022 42,265 (42,265) 2023 43,223 (43,223) 2024 41,141 (41,141) 2025 40,106 (40,106) Thereafter 90,023 (90,023) Total lease payments 267,170 $ (267,170) Less: imputed interest (154,762) Total lease obligations 112,408 Less: current obligations (14,260) Long-term lease obligations $ 98,148 1 Sublease Payments primarily represents the fees received by the bank from our customer for the electricity generated by our Energy Servers leased under our Managed Services and other similar arrangements, which also pay down our financing obligation to the bank. The long-term financing obligations, as reflected in our condensed consolidated balance sheets, were $456.3 million and $460.0 million as of September 30, 2021 and December 31, 2020, respectively. The difference between these obligations and the principal obligations in the table above will be offset against the carrying value of the related Energy Servers at the end of the lease and the remainder recognized as a gain at that point. Portfolio Financings through PPA Entities - Customer arrangements entered into prior to January 1, 2020 under Portfolio Financing arrangements through a PPA Entity that qualified as leases are accounted for as either sales-type leases or operating leases. Since January 1, 2020, we have not entered into any new PPAs with customers under such arrangements. The components of our aggregate net investment in sales-type leases under our Portfolio Financings through PPA entities consisted of the following (in thousands): September 30, December 31, 2021 2020 Lease payment receivables, net 1 $ 45,784 $ 49,806 Estimated residual value of leased assets (unguaranteed) 890 890 Net investment in sales-type leases 46,674 50,696 Less: current portion (5,693) (5,428) Non-current portion of net investment in sales-type leases $ 40,981 $ 45,268 1 Net of current estimated credit losses of approximately $0.1 million as of September 30, 2021 and December 31, 2020. As of September 30, 2021, the future scheduled customer payments from sales-type leases were as follows (in thousands): Future minimum lease payments Remainder of 2021 $ 1,494 2022 6,110 2023 6,435 2024 6,797 2025 7,125 Thereafter 19,176 Total undiscounted cash flows 47,137 Less: imputed interest (1,302) Present value of lease payments 1 $ 45,835 1 Amount comprises a current and long-term portion of lease receivables of $5.7 million and $41.0 million, respectively, after giving effect to a $0.1 million current expected credit loss reserve on the long-term portion, which is reflected as a component of the net investment in sales-type leases presented in our condensed consolidated statement of financial position as customer financing receivables. Future estimated operating lease payments we expect to receive from Portfolio Financing arrangements through PPA Entities as of September 30, 2021, were as follows (in thousands): Operating Leases Remainder of 2021 $ 10,850 2022 44,205 2023 45,290 2024 46,533 2025 47,553 Thereafter 264,018 Total lease payments $ 458,449 |
Leases | Leases Facilities, Office Buildings and Vehicles We lease most of our facilities, office buildings and vehicles under operating and finance leases that expire at various dates through February 2036. We lease various manufacturing facilities in Sunnyvale, Fremont and Mountain View, California. Our Sunnyvale manufacturing facility lease was entered into in April 2005 and expires in December 2023. In June 2020 and in March 2021, we signed leases in Fremont that will expire in 2027 and 2036, respectively, to replace our manufacturing facilities in Sunnyvale and Mountain View. These existing plants together comprise approximately 534,894 square feet of space. In June 2021, we extended the lease term for our headquarters in San Jose, California to 2031 and leased two additional floors. We lease additional office space as field offices in the United States and around the world including in China, India, Japan, the Republic of Korea, Taiwan and the United Arab Emirates. Some of these arrangements have free rent periods or escalating rent payment provisions. We recognize lease cost under such arrangements on a straight-line basis over the life of the leases. For the three months ended September 30, 2021 and 2020, rent expense for all occupied facilities was $4.4 million and $2.8 million, respectively. For the nine months ended September 30, 2021 and 2020, rent expense for all occupied facilities was $11.4 million and $6.8 million, respectively. Our leases have lease terms ranging from less than 1 year to 15 years, some of which include options to extend the leases. The lease term is the non-cancelable period of the lease and includes options to extend or terminate the lease when it is reasonably certain that an option will be exercised. Operating and financing lease right-of-use assets and lease liabilities for facilities, office buildings and vehicles as of September 30, 2021 and December 31, 2020 were as follows (in thousands): September 30, December 31, 2021 2020 Assets : Operating lease right-of-use assets, net 1, 2 $ 70,055 $ 35,621 Financing lease right-of-use assets, net 2, 3, 4 2,943 334 Total $ 72,998 $ 35,955 Liabilities : Current: Operating lease liabilities $ 6,206 $ 7,899 Financing lease liabilities 5 798 74 Total current lease liabilities 7,004 7,973 Non-current: Operating lease liabilities 78,146 41,849 Financing lease liabilities 6 2,165 267 Total non-current lease liabilities 80,311 42,116 Total lease liabilities $ 87,315 $ 50,089 1 These assets primarily include leases for facilities, office buildings 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, net of accumulated amortization. 5 Included in accrued expenses and other current liabilities in the condensed consolidated balance sheets. 6 Included in other long-term liabilities in the condensed consolidated balance sheets. The components of our facilities, office buildings and vehicles' lease costs for the three and nine months ended September 30, 2021 and 2020 were as follows (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Operating lease costs $ 3,925 $ 2,683 $ 10,620 $ 6,280 Financing lease costs: Amortization of financing lease right-of-use assets 214 15 1,096 32 Interest expense for financing lease liabilities 51 4 296 10 Total financing lease costs 265 19 1,392 42 Short-term lease costs 625 131 951 668 Total lease costs $ 4,815 $ 2,833 $ 12,963 $ 6,990 Weighted average remaining lease terms and discount rates for our facilities, office buildings and vehicles as of September 30, 2021 and December 31, 2020 were as follows: September 30, December 31, 2021 2020 Remaining lease term (years): Operating leases 9.3 years 6.7 years Finance leases 3.6 years 4.2 years Discount rate: Operating leases 9.3 % 8.7 % Finance leases 7.6 % 7.0 % Future lease payments under lease agreements for our facilities, office buildings, and vehicles as of September 30, 2021, were as follows (in thousands): Operating Leases Finance Leases Remainder of 2021 $ 3,581 $ 240 2022 13,076 960 2023 14,949 955 2024 13,455 782 2025 13,477 313 Thereafter 79,085 88 Total minimum lease payments 137,623 3,338 Less: amounts representing interest or imputed interest (53,271) (375) Present value of lease liabilities $ 84,352 $ 2,963 Managed Services and Portfolio Financings Through PPA Entities Certain of our customers enter into Managed Services or Portfolio Financings through a PPA Entity to finance their lease of Bloom Energy Servers. Prior to our adoption of ASC 842 as of January 1, 2020, such arrangements with customers that qualified as leases were classified as either sales-type leases or operating leases. For all pre-existing Managed Services Financings or Portfolio Financings through PPA Entities, we have carried over the accounting classifications for those transactions and continue to account for such transactions as either sales-type leases or operating leases under ASC 842. Customer arrangements under Managed Services and Portfolio Financings through PPA Entities entered into after January 1, 2021 do not contain a lease under ASC 842 and are accounted for under ASC 606 as revenue arrangements. Lease agreements under our Managed Services Financings and Portfolio Financings through PPA Entities include non-cancellable lease terms, during which terms the majority of our investment in Energy Servers under lease are typically recovered. We mitigate remaining residual value risk of its Energy Servers through its provision of maintenance on the Energy Servers during the lease term and through insurance whose proceeds are payable in the event of theft, loss, damage, or destruction. Managed Services - Our Managed Services Financings with financiers that result in failed sale-and-leaseback transactions are accounted for as financing transactions. P ayments received from the financier are recognized as financing obligations in our condensed consolidated balance sheets. These financing obligations are included in each agreements' contract value and are recognized as short-term or long-term liabilities based on the estimated payment dates. The lease agreements expire on various dates through 2034. For successful sale-and-leaseback transactions, we recorded right-of-use assets and lease liabilities and recorded lease expense over the lease term. The recognized lease expense has been immaterial. At September 30, 2021, future lease payments under the Managed Services financing obligations and the sublease payments from the customers under the related operating leases were as follows (in thousands): Financing Obligations Sublease Payments 1 Remainder of 2021 $ 10,412 $ (10,412) 2022 42,265 (42,265) 2023 43,223 (43,223) 2024 41,141 (41,141) 2025 40,106 (40,106) Thereafter 90,023 (90,023) Total lease payments 267,170 $ (267,170) Less: imputed interest (154,762) Total lease obligations 112,408 Less: current obligations (14,260) Long-term lease obligations $ 98,148 1 Sublease Payments primarily represents the fees received by the bank from our customer for the electricity generated by our Energy Servers leased under our Managed Services and other similar arrangements, which also pay down our financing obligation to the bank. The long-term financing obligations, as reflected in our condensed consolidated balance sheets, were $456.3 million and $460.0 million as of September 30, 2021 and December 31, 2020, respectively. The difference between these obligations and the principal obligations in the table above will be offset against the carrying value of the related Energy Servers at the end of the lease and the remainder recognized as a gain at that point. Portfolio Financings through PPA Entities - Customer arrangements entered into prior to January 1, 2020 under Portfolio Financing arrangements through a PPA Entity that qualified as leases are accounted for as either sales-type leases or operating leases. Since January 1, 2020, we have not entered into any new PPAs with customers under such arrangements. The components of our aggregate net investment in sales-type leases under our Portfolio Financings through PPA entities consisted of the following (in thousands): September 30, December 31, 2021 2020 Lease payment receivables, net 1 $ 45,784 $ 49,806 Estimated residual value of leased assets (unguaranteed) 890 890 Net investment in sales-type leases 46,674 50,696 Less: current portion (5,693) (5,428) Non-current portion of net investment in sales-type leases $ 40,981 $ 45,268 1 Net of current estimated credit losses of approximately $0.1 million as of September 30, 2021 and December 31, 2020. As of September 30, 2021, the future scheduled customer payments from sales-type leases were as follows (in thousands): Future minimum lease payments Remainder of 2021 $ 1,494 2022 6,110 2023 6,435 2024 6,797 2025 7,125 Thereafter 19,176 Total undiscounted cash flows 47,137 Less: imputed interest (1,302) Present value of lease payments 1 $ 45,835 1 Amount comprises a current and long-term portion of lease receivables of $5.7 million and $41.0 million, respectively, after giving effect to a $0.1 million current expected credit loss reserve on the long-term portion, which is reflected as a component of the net investment in sales-type leases presented in our condensed consolidated statement of financial position as customer financing receivables. Future estimated operating lease payments we expect to receive from Portfolio Financing arrangements through PPA Entities as of September 30, 2021, were as follows (in thousands): Operating Leases Remainder of 2021 $ 10,850 2022 44,205 2023 45,290 2024 46,533 2025 47,553 Thereafter 264,018 Total lease payments $ 458,449 |
Leases | Leases Facilities, Office Buildings and Vehicles We lease most of our facilities, office buildings and vehicles under operating and finance leases that expire at various dates through February 2036. We lease various manufacturing facilities in Sunnyvale, Fremont and Mountain View, California. Our Sunnyvale manufacturing facility lease was entered into in April 2005 and expires in December 2023. In June 2020 and in March 2021, we signed leases in Fremont that will expire in 2027 and 2036, respectively, to replace our manufacturing facilities in Sunnyvale and Mountain View. These existing plants together comprise approximately 534,894 square feet of space. In June 2021, we extended the lease term for our headquarters in San Jose, California to 2031 and leased two additional floors. We lease additional office space as field offices in the United States and around the world including in China, India, Japan, the Republic of Korea, Taiwan and the United Arab Emirates. Some of these arrangements have free rent periods or escalating rent payment provisions. We recognize lease cost under such arrangements on a straight-line basis over the life of the leases. For the three months ended September 30, 2021 and 2020, rent expense for all occupied facilities was $4.4 million and $2.8 million, respectively. For the nine months ended September 30, 2021 and 2020, rent expense for all occupied facilities was $11.4 million and $6.8 million, respectively. Our leases have lease terms ranging from less than 1 year to 15 years, some of which include options to extend the leases. The lease term is the non-cancelable period of the lease and includes options to extend or terminate the lease when it is reasonably certain that an option will be exercised. Operating and financing lease right-of-use assets and lease liabilities for facilities, office buildings and vehicles as of September 30, 2021 and December 31, 2020 were as follows (in thousands): September 30, December 31, 2021 2020 Assets : Operating lease right-of-use assets, net 1, 2 $ 70,055 $ 35,621 Financing lease right-of-use assets, net 2, 3, 4 2,943 334 Total $ 72,998 $ 35,955 Liabilities : Current: Operating lease liabilities $ 6,206 $ 7,899 Financing lease liabilities 5 798 74 Total current lease liabilities 7,004 7,973 Non-current: Operating lease liabilities 78,146 41,849 Financing lease liabilities 6 2,165 267 Total non-current lease liabilities 80,311 42,116 Total lease liabilities $ 87,315 $ 50,089 1 These assets primarily include leases for facilities, office buildings 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, net of accumulated amortization. 5 Included in accrued expenses and other current liabilities in the condensed consolidated balance sheets. 6 Included in other long-term liabilities in the condensed consolidated balance sheets. The components of our facilities, office buildings and vehicles' lease costs for the three and nine months ended September 30, 2021 and 2020 were as follows (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Operating lease costs $ 3,925 $ 2,683 $ 10,620 $ 6,280 Financing lease costs: Amortization of financing lease right-of-use assets 214 15 1,096 32 Interest expense for financing lease liabilities 51 4 296 10 Total financing lease costs 265 19 1,392 42 Short-term lease costs 625 131 951 668 Total lease costs $ 4,815 $ 2,833 $ 12,963 $ 6,990 Weighted average remaining lease terms and discount rates for our facilities, office buildings and vehicles as of September 30, 2021 and December 31, 2020 were as follows: September 30, December 31, 2021 2020 Remaining lease term (years): Operating leases 9.3 years 6.7 years Finance leases 3.6 years 4.2 years Discount rate: Operating leases 9.3 % 8.7 % Finance leases 7.6 % 7.0 % Future lease payments under lease agreements for our facilities, office buildings, and vehicles as of September 30, 2021, were as follows (in thousands): Operating Leases Finance Leases Remainder of 2021 $ 3,581 $ 240 2022 13,076 960 2023 14,949 955 2024 13,455 782 2025 13,477 313 Thereafter 79,085 88 Total minimum lease payments 137,623 3,338 Less: amounts representing interest or imputed interest (53,271) (375) Present value of lease liabilities $ 84,352 $ 2,963 Managed Services and Portfolio Financings Through PPA Entities Certain of our customers enter into Managed Services or Portfolio Financings through a PPA Entity to finance their lease of Bloom Energy Servers. Prior to our adoption of ASC 842 as of January 1, 2020, such arrangements with customers that qualified as leases were classified as either sales-type leases or operating leases. For all pre-existing Managed Services Financings or Portfolio Financings through PPA Entities, we have carried over the accounting classifications for those transactions and continue to account for such transactions as either sales-type leases or operating leases under ASC 842. Customer arrangements under Managed Services and Portfolio Financings through PPA Entities entered into after January 1, 2021 do not contain a lease under ASC 842 and are accounted for under ASC 606 as revenue arrangements. Lease agreements under our Managed Services Financings and Portfolio Financings through PPA Entities include non-cancellable lease terms, during which terms the majority of our investment in Energy Servers under lease are typically recovered. We mitigate remaining residual value risk of its Energy Servers through its provision of maintenance on the Energy Servers during the lease term and through insurance whose proceeds are payable in the event of theft, loss, damage, or destruction. Managed Services - Our Managed Services Financings with financiers that result in failed sale-and-leaseback transactions are accounted for as financing transactions. P ayments received from the financier are recognized as financing obligations in our condensed consolidated balance sheets. These financing obligations are included in each agreements' contract value and are recognized as short-term or long-term liabilities based on the estimated payment dates. The lease agreements expire on various dates through 2034. For successful sale-and-leaseback transactions, we recorded right-of-use assets and lease liabilities and recorded lease expense over the lease term. The recognized lease expense has been immaterial. At September 30, 2021, future lease payments under the Managed Services financing obligations and the sublease payments from the customers under the related operating leases were as follows (in thousands): Financing Obligations Sublease Payments 1 Remainder of 2021 $ 10,412 $ (10,412) 2022 42,265 (42,265) 2023 43,223 (43,223) 2024 41,141 (41,141) 2025 40,106 (40,106) Thereafter 90,023 (90,023) Total lease payments 267,170 $ (267,170) Less: imputed interest (154,762) Total lease obligations 112,408 Less: current obligations (14,260) Long-term lease obligations $ 98,148 1 Sublease Payments primarily represents the fees received by the bank from our customer for the electricity generated by our Energy Servers leased under our Managed Services and other similar arrangements, which also pay down our financing obligation to the bank. The long-term financing obligations, as reflected in our condensed consolidated balance sheets, were $456.3 million and $460.0 million as of September 30, 2021 and December 31, 2020, respectively. The difference between these obligations and the principal obligations in the table above will be offset against the carrying value of the related Energy Servers at the end of the lease and the remainder recognized as a gain at that point. Portfolio Financings through PPA Entities - Customer arrangements entered into prior to January 1, 2020 under Portfolio Financing arrangements through a PPA Entity that qualified as leases are accounted for as either sales-type leases or operating leases. Since January 1, 2020, we have not entered into any new PPAs with customers under such arrangements. The components of our aggregate net investment in sales-type leases under our Portfolio Financings through PPA entities consisted of the following (in thousands): September 30, December 31, 2021 2020 Lease payment receivables, net 1 $ 45,784 $ 49,806 Estimated residual value of leased assets (unguaranteed) 890 890 Net investment in sales-type leases 46,674 50,696 Less: current portion (5,693) (5,428) Non-current portion of net investment in sales-type leases $ 40,981 $ 45,268 1 Net of current estimated credit losses of approximately $0.1 million as of September 30, 2021 and December 31, 2020. As of September 30, 2021, the future scheduled customer payments from sales-type leases were as follows (in thousands): Future minimum lease payments Remainder of 2021 $ 1,494 2022 6,110 2023 6,435 2024 6,797 2025 7,125 Thereafter 19,176 Total undiscounted cash flows 47,137 Less: imputed interest (1,302) Present value of lease payments 1 $ 45,835 1 Amount comprises a current and long-term portion of lease receivables of $5.7 million and $41.0 million, respectively, after giving effect to a $0.1 million current expected credit loss reserve on the long-term portion, which is reflected as a component of the net investment in sales-type leases presented in our condensed consolidated statement of financial position as customer financing receivables. Future estimated operating lease payments we expect to receive from Portfolio Financing arrangements through PPA Entities as of September 30, 2021, were as follows (in thousands): Operating Leases Remainder of 2021 $ 10,850 2022 44,205 2023 45,290 2024 46,533 2025 47,553 Thereafter 264,018 Total lease payments $ 458,449 |
Stock-Based Compensation Expens
Stock-Based Compensation Expense and Employee Benefit Plans | 9 Months Ended |
Sep. 30, 2021 | |
Compensation Related Costs [Abstract] | |
Stock-Based Compensation Expense and Employee Benefit Plans | Stock-Based Compensation Expense 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 Nine Months Ended 2021 2020 2021 2020 Cost of revenue $ 2,945 $ 3,568 $ 9,749 $ 13,811 Research and development 5,678 4,103 15,876 14,913 Sales and marketing 4,391 2,234 12,486 8,358 General and administrative 7,952 5,830 19,198 20,303 $ 20,966 $ 15,735 $ 57,309 $ 57,385 Stock Option and Stock Award Activity The following table summarizes the stock option activity under our stock plans during the reporting period: Outstanding Options Number of Weighted Remaining Aggregate (in thousands) Balances at December 31, 2020 15,354,271 $ 21.27 6.0 $ 129,855 Exercised (2,597,003) 23.90 Cancelled (973,720) 14.94 Balances at September 30, 2021 11,783,548 21.22 5.4 50,366 Vested and expected to vest at September 30, 2021 11,619,420 21.38 5.4 48,719 Exercisable at September 30, 2021 9,328,149 24.26 4.9 25,881 Stock Options - During the three months ended September 30, 2021 and 2020, we recognized $2.7 million and $4.4 million of stock-based compensation expense for stock options, respectively. During the nine months ended September 30, 2021 and 2020, we recognized $10.0 million and $14.9 million of stock-based compensation expense for stock options, respectively. We did not grant options in the three and nine months ended September 30, 2021. We granted 200,000 options of Class A common stock during the three and nine months ended September 30, 2020 and the weighted average grant-date fair value of those options was $7.30 per share. As of September 30, 2021 and 2020, we had unrecognized compensation expense related to unvested stock options of $9.0 million and $25.1 million, respectively. This expense is expected to be recognized over the remaining weighted-average period of 1.2 years and 2.1 years, respectively. Cash received from stock options exercised totaled $62.1 million and $4.2 million for the nine months ended September 30, 2021 and 2020, respectively. A summary of our stock awards activity and related information is as follows: Number of Weighted Unvested Balance at December 31, 2020 6,418,788 $ 13.71 Granted 5,566,751 24.27 Vested (2,533,027) 16.65 Forfeited (1,184,222) 16.37 Unvested Balance at September 30, 2021 8,268,290 19.54 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 months ended September 30, 2021 and 2020, we recognized $15.8 million and $9.6 million of stock-based compensation expense for stock awards, respectively. For the nine months ended September 30, 2021 and 2020, we recognized $40.6 million and $33.3 million of stock-based compensation expense for stock awards, respectively. As of September 30, 2021 and 2020, we had $119.1 million and $62.0 million of unrecognized stock-based compensation expense related to unvested stock awards, expected to be recognized over a weighted average period of 2.4 years and 2.2 years, respectively. During 2020 and 2021, we granted PSUs to certain executive officers and employees that only vest upon the achievement of certain specific financial or operational performance criteria. Stock-based compensation expense associated with these PSUs is recognized over the service period as we evaluate the probability of the achievement of the performance conditions. In May 2021, we issued RSUs and PSUs to our Chief Executive Officer. The RSUs vest over four years. Some of the PSUs can be earned based on achieving certain financial performance goals while the remaining are earned based upon achieving certain stock price goals. The PSUs will be subject to a two-year post-vest holding period in which the award holder will be restricted from selling any shares (net of shares settled for taxes). As of September 30, 2021, the unamortized compensation expense for the RSUs and PSUs was $27.0 million. Actual compensation expense is dependent on the performance of the PSUs that vest based upon a performance condition. We estimated the fair value of the PSUs that vest based on a market condition on the date of grant using a Monte Carlo simulation with the following assumptions: (i) expected volatility of 71.2%, (ii) risk-free interest rate of 1.6%, and (iii) no expected dividend yield. The following table presents the stock activity and the total number of shares available for grant under our stock plans as of September 30, 2021: Plan Shares Available Balances at December 31, 2020 20,233,754 Added to plan 7,969,144 Granted (5,566,751) Cancelled 2,157,942 Expired (358,854) Balances at September 30, 2021 24,435,235 2018 Employee Stock Purchase Plan During the nine months ended September 30, 2021 and 2020, we recognized $4.5 million and $5.2 million of stock-based compensation expense for the 2018 Employee Stock Purchase Plan, respectively. We issued 1,945,305 shares in the nine months ended September 30, 2021. During the nine months ended September 30, 2021, we added an additional 1,902,572 shares and there were 2,544,668 shares available for issuance as of September 30, 2021. As of September 30, 2021 and 2020, we had $13.7 million and $2.6 million of unrecognized stock-based compensation expense, expected to be recognized over a weighted average period of 1.2 years and 0.5 years, respectively. |
Portfolio Financings
Portfolio Financings | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Portfolio Financings | Portfolio Financings Overview We have developed three financing options that enable customers' use of the Energy Servers through third-party ownership financing arrangements. For additional information on these financing options, see our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. PPA Entities’ Aggregate Assets and Liabilities Generally, the assets of an operating company owned by an investment company can be used to settle only the operating company obligations, and the operating company creditors do not have recourse to us. The following are the aggregate carrying values of our VIEs' assets and liabilities in our condensed consolidated balance sheets, after eliminations of intercompany transactions and balances, including each of the PPA Entities in the PPA IIIa transaction, the PPA IV transaction and the PPA V transaction (in thousands): September 30, December 31, 2021 2020 Assets Current assets: Cash and cash equivalents $ 3,069 $ 1,421 Restricted cash 1,256 4,698 Accounts receivable 4,262 4,420 Customer financing receivable 5,693 5,428 Prepaid expenses and other current assets 3,072 3,048 Total current assets 17,352 19,015 Property and equipment, net 234,436 252,020 Customer financing receivable, non-current 40,981 45,268 Restricted cash, non-current 15,224 15,320 Other long-term assets — 37 Total assets $ 307,993 $ 331,660 Liabilities Current liabilities: Accrued expenses and other current liabilities $ 15,430 $ 19,510 Deferred revenue and customer deposits 662 662 Non-recourse debt 7,782 120,846 Total current liabilities 23,874 141,018 Deferred revenue and customer deposits, non-current 5,577 6,072 Non-recourse debt, non-current 439,779 102,045 Total liabilities $ 469,230 $ 249,135 We consolidated each PPA Entity as VIEs in the PPA IV transaction and the PPA V transaction, as we remain the minority shareholder in each of these transactions but have determined that we are the primary beneficiary of these VIEs. These PPA Entities contain debt that is non-recourse to us and own Energy Server assets for which we do not have title. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Our operations include the following related party transactions (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Total revenue from related parties $ 3,333 $ 742 $ 8,227 $ 2,672 Interest expense to related parties — 353 — 2,513 Bloom Energy Japan Limited In May 2013, we entered into a joint venture with Softbank Corp. ("Softbank"), which was accounted for as an equity method investment. Under this arrangement, we sold Energy Servers and provided maintenance services to the joint venture. On July 1, 2021 (the "BEJ Closing Date"), we acquired Softbank's 50% interest in the joint venture for a cash payment of $2.0 million and subject to a $3.6 million earn out. As of the BEJ Closing Date, Bloom Energy Japan Limited ("Bloom Energy Japan") is no longer considered a related party. For the three and nine months ended September 30, 2020, we recognized related party total revenue of $0.7 million and $2.7 million, respectively. For the nine months ended September 30, 2021, we recognized related party total revenue of $1.6 million. We had no accounts receivable from this joint venture as of September 30, 2021. SK ecoplant Joint Venture In September 2019, we entered into a joint venture agreement with SK ecoplant to establish a light-assembly facility in the Republic of Korea for sales of certain portions of our Energy Server for the stationary utility and commercial and industrial market in the Republic of Korea. The joint venture is majority controlled and managed by us and is accounted for as a consolidated subsidiary. For the three and nine months ended September 30, 2021, we recognized related party revenue of $3.3 million and $6.6 million, respectively. As of September 30, 2021, we had outstanding accounts receivable of $3.6 million. We recognized no related party revenue for the three and nine months ended September 30, 2020. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments Purchase Commitments with Suppliers and Contract Manufacturers - As of September 30, 2021 and December 31, 2020, we had no material open purchase orders with our component suppliers and third-party manufacturers that are not cancellable. Portfolio Financings Performance Guarantees - We guarantee the performance of Energy Servers at certain levels of output and efficiency to customers over the contractual term. We paid $0.2 million and $5.7 million for the nine months ended September 30, 2021 and 2020, respectively. Letters of Credit - In 2019, pursuant to the PPA II upgrade of Energy Servers, we agreed to indemnify our financing partner for losses that may be incurred in the event of certain regulatory, legal or legislative development and established a cash-collateralized letter of credit facility for this purpose. As of September 30, 2021, the balance of this cash-collateralized letter of credit was $99.4 million, of which $34.2 million and $65.2 million is recognized as short-term and long-term restricted cash, respectively. Pledged Funds - In 2019, pursuant to the PPA IIIb refinancing and energy servers upgrade program, we pledged $20.0 million for a seven-year period to secure our operations and maintenance obligations with respect to the totality of our obligations to the financier. We categorized the $20.0 million as restricted cash on our condensed consolidated balance sheet as of December 31, 2019. It was agreed 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. In December of 2020, we met our first milestone and 33% or $6.6 million of the $20.0 million was released and no longer required to be pledged. As of September 30, 2021, the balance of the long-term restricted cash was $13.3 million. 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. Contingent Consideration - Our acquisition of Softbank's 50% interest in Bloom Energy Japan included a contingent consideration related to a potential sale of Energy Servers of up to 10.5 megawatts of aggregate baseload. We recorded a contingent consideration of $3.6 million in other long-term liabilities. The consideration can be earned on or before the two year anniversary of the BEJ Closing Date. For a further discussion of our acquisition of Softbank's interest in the joint venture, please see Note 17 - Business Combinations. Delaware Economic Development Authority - In March 2012, we entered into an agreement with the Delaware Economic Development Authority to provide a grant of $16.5 million to us as an incentive to establish a new manufacturing facility in Delaware and to provide employment for full time workers at the facility over a certain period of time. As of September 30, 2021, we have recorded $1.0 million in current liabilities and $9.5 million in other long-term liabilities for potential future repayments of this grant. Investment Tax Credits - Our Energy Servers are eligible for federal ITCs that accrued to qualified property under Internal Revenue Code Section 48 when placed into service. However, the ITC program has operational criteria that extend for five years. If the energy property is disposed of or otherwise ceases to be qualified investment credit property before the close of the five-year recapture period is fulfilled, it could result in a partial reduction of the incentives. Energy Servers are purchased by the PPA Entities, other financial sponsors, or customers and, therefore, these parties bear the risk of repayment if the assets placed in service do not meet the ITC operational criteria in the future although in certain limited circumstances we do provide indemnification for such risk. Legal Matters - We are involved in various legal proceedings that arise in the ordinary course of business. We review all legal matters at least quarterly and assess whether an accrual for loss contingencies needs to be recorded. We record an accrual for loss contingencies when management believes that it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Legal matters are subject to uncertainties and are inherently unpredictable, so the actual liability in any such matters may be materially different from our estimates. If an unfavorable resolution were to occur, there exists the possibility of a material adverse impact on our consolidated financial condition, results of operations or cash flows for the period in which the resolution occurs or on future periods. In July 2018, two former executives of Advanced Equities, Inc., Keith Daubenspeck and Dwight Badger, filed a statement of claim with the American Arbitration Association in Santa Clara, CA, against us, Kleiner Perkins, Caufield & Byers, LLC (“KPCB”), New Enterprise Associates, LLC (“NEA”) and affiliated entities of both KPCB and NEA seeking to compel arbitration and alleging a breach of a confidential agreement executed between the parties on June 27, 2014 (the “Confidential Agreement”). On May 7, 2019, KPCB and NEA were dismissed with prejudice. On June 15, 2019, a second amended statement of claim was filed against us alleging securities fraud, fraudulent inducement, a breach of the Confidential Agreement, and violation of the California unfair competition law. On July 16, 2019, we filed our answering statement and affirmative defenses. On September 27, 2019, we filed a motion to dismiss the statement of claim. On March 24, 2020, the Tribunal denied our motion to dismiss in part, and ordered that claimant’s relief is limited to rescission of the Confidential Agreement or remedies consistent with rescission, and not expectation damages. On September 14, 2020, the Tribunal issued an interim order dismissing the claimant’s remaining claims and requesting further briefing on the issue of prevailing party. On November 10, 2020, the Tribunal issued an order declaring us the prevailing party and requesting a motion for award of attorney’s fees. On March 17, 2021, we received the final award for attorneys' fees and costs. On March 26, 2021, we filed a petition in the Northern District of California to confirm the award. Messrs. Badger and Daubenspeck have taken the position that the award should be vacated, including on the ground that one of the arbitrators made insufficient disclosures or was biased against them. The Northern District of California rejected the arguments made by Messrs. Badger and Daubenspeck and confirmed the arbitration award and entered a separate judgment in our favor as stated in the final award. In June 2019, Messrs. Daubenspeck and Badger filed a complaint against our Chief Executive Officer ("CEO") and our former Chief Financial Officer ("CFO") in the United States District Court for the Northern District of Illinois asserting nearly identical claims as those in the pending arbitration discussed above. The lawsuit was stayed pending the outcome of the arbitration. The stay was lifted on October 20, 2020. On March 19, 2021 we filed a motion to dismiss the case on several grounds. On May 3, 2021, plaintiffs filed a motion to stay the lawsuit pending the outcome of the petition to confirm the arbitration award in the Northern District of California. We believe the complaint to be without merit and that the issues were previously tried and dismissed in the arbitration. We are unable to estimate any range of reasonably possible losses. 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 initial public offering ("IPO") alleging violations under Sections 11 and 15 of the Securities Act of 1933, as amended (the "Securities Act"), for alleged misleading statements or omissions in our Registration Statement on Form S-1 filed with the SEC in connection with the IPO. Two related class action cases were subsequently filed in the Santa Clara County Superior Court against the same defendants containing the same allegations; Rodriquez vs Bloom Energy et al. was filed on April 22, 2019 and Evans vs Bloom Energy et al. was filed on May 7, 2019. These cases have been consolidated. Plaintiffs' consolidated amended complaint was filed with the court on September 12, 2019. On October 4, 2019, defendants moved to stay the lawsuit pending the federal district court action discussed below. On December 7, 2019, the Superior Court issued an order staying the action through resolution of the parallel federal litigation mentioned below. We believe the complaint to be without merit and we intend to defend this action vigorously. We are unable to estimate any range of reasonably possible losses. In May 2019, Elissa Roberts filed a class action complaint in the federal district court for the Northern District of California against us, certain members of our senior management team, and certain of our directors alleging violations under Section 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, James Hunt was appointed as lead plaintiff and Levi & Korsinsky was appointed as plaintiff’s counsel. On November 4, 2019, plaintiffs filed an amended complaint adding as defendants our IPO underwriters, adding claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and extending the putative class period to September 16, 2019. On April 21, 2020, plaintiffs filed a second amended complaint adding claims under the Securities Act. The second amended complaint also adds PricewaterhouseCoopers ("PwC") as a defendant, adds allegations pertaining to the February 2020 revision and restatement of our financial statements for certain previous periods, and, as to claims under the Exchange Act, extends the putative class period through February 12, 2020. On July 1, 2020, we moved to dismiss the second amended complaint. On September 29, 2021, the court entered an order dismissing with leave to amend (1) plaintiffs’ Securities Act claims as to five of seven challenged statements or groups of statements, and (2) plaintiffs’ Exchange Act claims in their entirety. On October 22, 2021, plaintiffs moved for entry of final judgment as to the dismissal of their claims against PwC, which would enable plaintiffs to immediately appeal that dismissal. We intent to respond by opposing this motion unless plaintiffs agree to waive their right to seek to amend and their right to appeal the dismissed claims against us and underwriter defendants. We believe the complaint to be without merit and we intend to defend this action vigorously. W e are unable to predict the outcome of this litigation at this time and accordingly are not able to estimate any range of reasonably possible losses. In September 2019, we received a books and records demand from purported stockholder Dennis Jacob (“Jacob Demand”). The Jacob Demand cites allegations from the September 17, 2019 report prepared by admitted short seller Hindenburg Research. In November 2019, we received a substantially similar books and records demand from the same law firm on behalf of purported stockholder Michael Bolouri (“Bolouri Demand” and, together with the Jacob Demand, the “Demands”). On January 13, 2020, Messrs. Jacob and Bolouri filed a complaint in the Delaware Court of Chancery to enforce the Demands in the matter styled Jacob, et al. v. Bloom Energy Corp. , C.A. No. 2020-0023-JRS. On March 9, 2020, Messrs. Jacob and Bolouri filed an amended complaint in the Delaware Court of Chancery to add allegations regarding the restatement. The court held a one-day trial on December 7, 2020. On February 25, 2021, the Delaware Court of Chancery issued a decision rejecting the Bolouri Demand but granting in part the Jacob Demand allowing limited access to certain books and records pertaining to the allegations made in the Hindenburg Research Report. On March 29, 2021, the Court of Chancery entered a Final Order and Judgment regarding the required production of documents. On April 28, 2021, we produced documents to Mr. Jacob that were responsive to the Final Order and Judgment. We are unable to estimate any range of reasonably possible losses. In March 2020, Francisco Sanchez filed a class action complaint in Santa Clara County Superior Court against us a lleging certain wage and hour violations under the California Labor Code and Industrial Welfare Commission Wage Orders and that we engaged in unfair business practices under the California Business and Professions Code, and in July 2020 he amended his complaint to add claims under the California Labor Code Private Attorneys General Act. On November 30, 2020, we filed a motion to compel arbitration and the motion was to be heard on March 5, 2021. On February 24, 2021, Mr. Sanchez dismissed the individual and class action claims without prejudice, leaving one cause of action for enforcement of the Private Attorney Generals Act. In April 2021, an amended complaint reflecting these changes was filed with the Santa Clara Superior Court. The parties have agreed to attend a mediation on January 10, 2022. Given that the case is still in its early stages, we are unable to estimate any range of reasonably possible losses. 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. On October 6, 2021, we filed an amended complaint against the City of Santa Clara adding additional claims for damages, including violations of due process, equal protection, retaliation and interference with prospective economic advantage. If we are unable to secure building permits for these customer installations in a timely fashion, our customers will terminate their contracts with us and select another energy provider. In addition, if we are no longer able to install our Energy Servers in Santa Clara under building permits, we may not able to secure future customer bookings for installation in the City of Santa Clara. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2021 | |
Risks and Uncertainties [Abstract] | |
Segment Information | Segment Information Our chief operating decision makers ("CODMs"), the CEO and the CFO, review financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. The CODMs allocate resources and make operational decisions based on direct involvement with our operations and product development efforts. We are managed under a functionally-based organizational structure with the head of each function reporting to the CEO. The CODMs assess performance, including incentive compensation, based upon consolidated operations performance and financial results on a consolidated basis. As such, we have a single operating unit structure and are a single reporting segment. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the three months ended September 30, 2021 and 2020, we recorded provisions for income taxes of $0.2 million and an immaterial amount on pre-tax losses of $56.5 million and $17.9 million for effective tax rates of (0.3)% and 0.0%, respectively. For the nine months ended September 30, 2021 and 2020, we recorded provisions for income taxes of $0.6 million and $0.3 million on pre-tax losses of $144.3 million and $147.2 million for effective tax rates of (0.4)% and (0.2)%, respectively. The effective tax rate for the three and nine months ended September 30, 2021 and 2020 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 Attributable
Net Loss per Share Attributable to Common Stockholders | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss per Share Attributable to Common Stockholders | Net Loss per Share Available to Common Stockholders The following table sets forth the computation of our net loss per share available to common stockholders, basic and diluted (in thousands, except share and per share amounts): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Numerator: Net loss available to Class A and Class B common stockholders $ (52,370) $ (11,954) $ (131,122) $ (130,415) Denominator: Weighted average shares of common stock, basic and diluted 174,269 138,964 172,601 129,571 Net loss per share available to Class A and Class B common stockholders, basic and diluted $ (0.30) $ (0.09) $ (0.76) $ (1.01) 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 nine months presented as their inclusion would have been antidilutive: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Convertible notes 14,187 32,957 14,187 31,765 Stock options and awards 5,415 6,321 6,998 5,518 19,602 39,278 21,185 37,283 |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations On July 1, 2021, we acquired Softbank's 50% interest in Bloom Energy Japan, for an aggregate purchase price of $2.0 million, as set forth in the Share Purchase Agreement between the parties (the "Purchase Agreement"). After purchasing the remaining 50% interest in Bloom Energy Japan from Softbank, we own 100% of Bloom Energy Japan. The transaction was accounted for as a step acquisition, which required the re-measurement of our previously held 50% ownership interest in the joint venture to fair value and the acquired net assets became part of our operations upon closing. In accordance with ASC 805, we allocated the purchase price of our acquisitions to the tangible assets, liabilities and intangible assets acquired based on fair values and we recorded the excess purchase price over those fair values as goodwill. The fair value of assets acquired and liabilities assumed as part of this transaction are not material. The fair value of net tangible assets acquired approximated their carrying value. The Purchase Agreement included an earn-out related to a potential sale of Energy Servers to an identified customer (up to 10.5 megawatts of aggregate baseload) for an additional payment of up to approximately $3.6 million, which can be earned on or before the two year anniversary of the BEJ Closing Date. We believe that the fair value of this contingent consideration falls within Level 3 of the fair value hierarchy as a result of the unobservable inputs used for the measurement of this future event and have recorded the value in other long-term liabilities. Acquisition-related costs were expensed as incurred and were not material. Goodwill resulting from the transaction constitutes the excess of the consideration paid over the fair values of the assets acquired and liabilities assumed and primarily represents the expected benefits of streamlining our marketing and sales activities in Japan. We recognized acquired goodwill of $1.7 million which is is recorded in long-term assets as of September 30, 2021 . This acquired goodwill is not deductible for tax purposes. In connection with the acquisition and as a result of the re-measurement, we recognized $2.0 million fair value investment on the previously written-off equity investment in our original 50% interest in Bloom Energy Japan as of July 1, 2021 as a gain in other income (expense), net on our condensed consolidated statement of operations. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Other than those items discussed below, there have been no subsequent events that occurred during the period subsequent to the date of these condensed consolidated financial statements that would require adjustment to our disclosure in the condensed consolidated financial statements as presented. Securities Purchase Agreement On October 23, 2021, we entered into the SPA with SK ecoplant in connection with a strategic partnership. Pursuant to the SPA, we have agreed to sell to SK ecoplant 10,000,000 shares of zero coupon, non-voting redeemable convertible Series A preferred stock in us, par value $0.0001 per share, (the “RCPS”), at a purchase price of $25.50 per share or an aggregate purchase price of approximately $255.0 million (the “Initial Investment”). The SPA contains liquidation preferences, customary representations, warranties, covenants and conditions to the closing of the Initial Investment (the "First Closing"), including receipt of all approvals or the termination or expiration of all waiting periods required under applicable antitrust laws. The SPA may be terminated by either us or SK ecoplant if the First Closing has not occurred by December 31, 2021, subject to extension to March 31, 2022 in the event certain approvals have not been obtained. In addition to the Initial Investment, following the First Closing and on or prior to November 30, 2023, SK ecoplant will have the option (but not the obligation) to purchase a minimum of 11,000,000 shares of our Class A Common Stock at the higher of (i) $23.00 per share and (ii) one hundred fifteen percent (115%) of the volume-weighted average closing price of the twenty Term Loan Agreement In November 2021, PPA V entered into a $136 million term loan due June 2031. This replaces the LIBOR + 2.5% Term Loan due December 2021. This new non-recourse debt was issued at an interest rate of 3.04%. For additional information on the LIBOR + 2.5% Term Loan due December 2021, please see Note 7 - O utstanding Loans and Security Agreements |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation We have prepared the condensed consolidated financial statements included herein pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"), and as permitted by those rules, including all disclosures required by generally accepted accounting principles as applied in the United States (“U.S. GAAP”). Certain prior period amounts have been reclassified to conform to the current period presentation. As disclosed in the 2020 Annual Report on Form 10-K, effective on December 31, 2020, we lost our emerging growth company status which accelerated the adoption of Accounting Standards Codification ("ASC") 842, Leases ("ASC 842"). As a result, we adjusted our previously reported condensed consolidated financial statements effective January 1, 2020. |
Principles of Consolidation | Principles of Consolidation These condensed consolidated financial statements reflect our accounts and operations and those of our subsidiaries in which we have a controlling financial interest. We use a qualitative approach in assessing the consolidation requirement for each of our variable interest entities ("VIEs"), which we refer to as a tax equity partnership (each such VIE, also referred to as our power purchase agreement entities ("PPA Entities")). This approach focuses on determining whether we have the power to direct those activities of the PPA Entities that most significantly affect their economic performance and whether we have the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the PPA Entities. For all periods presented, we have determined that we are the primary beneficiary in all of our operational PPA Entities, as discussed in Note 11 - Portfolio Financings . We evaluate our relationships with the PPA Entities on an ongoing basis to ensure that we continue to be the primary beneficiary. All intercompany transactions and balances have been eliminated upon consolidation. |
Business Combination | Business Combinations Acquisitions of a business are accounted by using the acquisition method of accounting. Assets acquired and liabilities assumed, including amounts attributed to noncontrolling interests, are recorded at the acquisition date at their fair values. Assigning fair values requires us to make significant estimates and assumptions regarding the fair value of identifiable intangible assets, property, plant and equipment, deferred tax asset valuation allowances and liabilities, such as uncertain tax positions and contingencies. We may refine these estimates if necessary over a period not to exceed one year by taking into consideration new information that, if known at the acquisition date, would have affected the fair values ascribed to the assets acquired and liabilities assumed. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and the accompanying notes. The most significant estimates include the determination of the stand-alone selling price, including material rights estimates, inventory valuation, specifically excess and obsolescence provisions for obsolete or unsellable inventory and, in relation to property, plant and equipment (specifically Energy Servers), assumptions relating to economic useful lives and impairment assessments. Other accounting estimates include variable consideration relating to product performance guaranties, lease and non-lease components and related financing obligations such as incremental borrowing rates, estimated output, efficiency and residual value of the Energy Servers, product performance warranties and guaranties and extended maintenance, derivative valuations, estimates for recapture of the U.S. Investment Tax Credit ("ITC") and similar federal tax benefits, estimates relating to contractual indemnities provisions, estimates for income taxes and deferred tax asset valuation allowances, stock-based compensation expense and the fair value of contingent consideration related to business combinations. In addition, because the duration and severity of the COVID-19 pandemic remains uncertain, certain of such estimates could require further judgment or modification and therefore carry a higher degree of variability and volatility. Actual results could differ materially from these estimates under different assumptions and conditions. |
Revenue Recognition | Revenue Recognition We primarily earn product and installation revenue from the sale and installation of our Energy Servers, service revenue by providing services under operations and maintenance services contracts, and electricity revenue by selling electricity to customers under PPAs and Managed Services Agreements (as defined below). We offer our customers several ways to finance their use of a Bloom Energy Server. Customers, including some of our international channel providers and Third Party PPAs, may choose to purchase our Energy Servers outright. Customers may also enter into contracts with us for the purchase of electricity generated by our Energy Servers (a "Managed Services Agreement"), which is then financed through one of our financing partners ("Managed Services Financings"), or as a traditional lease (as explained in “Managed Service Financing" in Item 2 below). Finally, customers may purchase electricity through our PPA Entities ("Portfolio Financings"). Revenue Recognition under ASC 606 Revenue from Contracts with Customers In applying Accounting Standards Codification 606, Revenue from Contracts with Customers ("ASC 606") , revenue is recognized by following a five-step process: Identify the contract(s) with a customer. Evidence of a contract generally consists of a purchase order issued pursuant to the terms and conditions of a distributor, reseller, purchase, use and maintenance agreement, maintenance services agreements or energy supply agreement. Identify the performance obligations in the contract. Performance obligations are identified in our contracts and include transferring control of an Energy Server, installation of Energy Servers, providing maintenance services and maintenance services renewal options which, in certain situations, provide customers with material rights. Determine the transaction price. The purchase price stated in an agreed-upon purchase order or contract is generally representative of the transaction price. When determining the transaction price, we consider the effects of any variable consideration, which include performance guarantees that may be payable to our customers. Allocate the transaction price to the performance obligations in the contract. The transaction price in a contract is allocated based upon the relative standalone selling price of each distinct performance obligation identified in the contract. Recognize revenue when (or as) we satisfy a performance obligation. We satisfy performance obligations either over time or at a point in time as discussed in further detail below. Revenue is recognized at the time the related performance obligation is satisfied by transferring control of the promised products or services to a customer. We frequently combine contracts governing the sale and installation of an Energy Server with the related maintenance services contracts and account for them as a single contract at contract inception to the extent the contracts are with the same customer. These contracts are not combined when the customer for the sale and installation of the Energy Server is different to the maintenance services contract customer. We also assess whether any contract terms including default provisions, put or call options result in components of our contracts being accounted for as financing or leasing transactions outside of the scope of ASC 606. Most of our contracts contain performance obligations with a combination of our Energy Server product, installation and maintenance services. For these performance obligations, we allocate the total transaction price to each performance obligation based on the relative standalone selling price. Our maintenance services contracts are typically subject to renewal by customers on an annual basis. We assess these maintenance services renewal options at contract inception to determine whether they provide customers with material rights that give rise to separate performance obligations. The total transaction price is determined based on the total consideration specified in the contract, including variable consideration in the form of a performance guaranty payment that represents potential amounts payable to customers. The expected value method is generally used when estimating variable consideration, which typically reduces the total transaction price due to the nature of the performance obligations to which the variable consideration relates. These estimates reflect our historical experience and current contractual requirements which cap the maximum amount that may be paid. The expected value method requires judgment and considers multiple factors that may vary over time depending upon the unique facts and circumstances related to each performance obligation. Depending on the facts and circumstances, a change in variable consideration estimate will either be accounted for at the contract level or using the portfolio method. We exclude from the transaction price all taxes assessed by governmental authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers. Accordingly, such tax amounts are not included as a component of net sales or cost of sales. These tax amounts are recorded in cost of electricity revenue, cost of service revenue, and general and administrative operating expenses. We allocate the transaction price to each distinct performance obligation based on relative standalone selling prices. Given that we typically sell an Energy Server with a maintenance services agreement and have not provided maintenance services to a customer who does not have use of an Energy Server, standalone selling prices are estimated using a cost-plus approach. Costs relating to Energy Servers include all direct and indirect manufacturing costs, applicable overhead costs and costs for normal production inefficiencies (i.e., variances). We then apply a margin to the Energy Servers, which may vary with the size of the customer, geographic region and the scale of the Energy Server deployment. As our business offerings and eligibility for the ITC evolve over time, we may be required to modify the expected margin in subsequent periods and our revenue could be materially affected. Costs relating to installation include all direct and indirect installation costs. The margin we apply reflects our profit objectives relating to installation. Costs for maintenance services arrangements are estimated over the life of the maintenance contracts and include estimated future service costs and future material costs. Material costs over the period of the service arrangement are impacted significantly by the longevity of the fuel cells themselves. After considering the total service costs, we apply a lower margin to our service costs than to our Energy Servers as it best reflects our long-term service margin expectations and comparable historical industry service margins. As a result, our estimate of our selling price is driven primarily by our expected margin on both the Energy Server and the maintenance services agreements based on their respective costs or, in the case of maintenance services agreements, the estimated costs to be incurred. We generally recognize product and installation revenue at the point in time that the customer obtains control of the Energy Server. For certain instances, such as bill-and-hold transactions, control of installations transfers to the customer over time, and the related revenue is recognized over time as the performance obligation is satisfied using the cost-to-total cost (percentage-of-completion) method. We use an input measure of progress to determine the amount of revenue to recognize during each reporting period when such revenue is recognized over time, based on the costs incurred to satisfy the performance obligation. We recognize maintenance services revenue, including revenue associated with any related customer material rights, over time as we perform service maintenance activities. Amounts billed to customers for shipping and handling activities are considered contract fulfillment activities and not a separate performance obligation of the contract. Shipping and handling costs are recorded within cost of revenue. The following is a description of the principal activities from which we generate revenue. Our four revenue streams are classified as follows: Product Revenue - All of our product revenue is generated from the sale of our Energy Servers to direct purchase customers, including financing partners on Third-Party PPAs and sale-and-leaseback transactions, international channel providers and traditional lease customers. We generally recognize product revenue from contracts with customers at the point that control is transferred to the customers. This occurs when we achieve customer acceptance, which typically occurs upon transfer of control to our customers, which depending on the contract terms is when the system is shipped and delivered to our customers, when the system is shipped and delivered and is physically ready for startup and commissioning, or when the system is shipped and delivered and is turned on and producing power. Certain customer arrangements include bill-and-hold terms under which transfer of control criteria have been met, including the passing of title and significant risk and reward of ownership to the customers. Therefore, the customers can direct the use of the bill-and-hold product while we retain physical possession of the product until it is delivered to a customer site at a point in time in the future. Under our traditional lease financing option, we sell our Energy Servers through a direct sale to a financing partner who, in turn, leases the Energy Servers to the customer under a lease agreement. With our sales to our international channel providers, our international channel providers typically sell the Energy Servers to, or sometimes provide a PPA to, an end customer. In both traditional lease and international channel providers transactions, we contract directly with the end customer to provide extended maintenance services after the end of the standard warranty period. As a result, since the customer that purchases the server is a different and unrelated party to the customer that purchases extended warranty services, the product and maintenance services contract are not combined. Installation Revenue - Nearly all of our installation revenue relates to the installation of Energy Servers sold to customers as part of a direct purchase and to financing parties as part of a traditional lease or Portfolio Financing. Generally, we recognize installation revenue when the system is physically ready for startup and commissioning, or when the system is turned on and producing power. For instances when control for installation services is transferred over time, we use an input measure of progress to determine the amount of revenue to recognize during each reporting period based on the costs incurred to satisfy the performance obligation. Payments received from customers are recorded within deferred revenue and customer deposits in the condensed consolidated balance sheets until control is transferred. The related cost of such product and installation is also deferred as a component of deferred cost of revenue in the condensed consolidated balance sheets until control is transferred. Service Revenue - Service revenue is generated from maintenance services agreements. As part of our initial contract with customers for the sale and installation of our Energy Servers, we typically provide a standard one-year warranty which covers defects in materials and workmanship and manufacturing or performance conditions under normal use and service for the first year following commencement of operations. As part of this standard first-year warranty, we also monitor the operations of the underlying systems and provide output and efficiency guaranties. We have determined that this standard first-year warranty is a distinct performance obligation - being a promise to stand-ready to maintain the Energy Servers when and if required during the first year following installation. We also sell to our customers extended annual maintenance services that effectively extend the standard first-year warranty coverage at the customer’s option. These customers generally have an option to renew or cancel the extended maintenance services on an annual basis and nearly every customer has renewed historically. Similar to the standard first-year warranty, the optional extended annual maintenance services are considered a distinct performance obligation – being a promise to stand-ready to maintain the Energy Servers when and if required during the renewal service year. Given our customers' renewal history, we anticipate that most of them will continue to renew their maintenance services agreements each year for the period of their expected use of the Energy Server. The contractual renewal price may be less than the standalone selling price of the maintenance services and consequently the contract renewal option may provide the customer with a material right. We estimate the standalone selling price for customer renewal options that give rise to material rights using the practical alternative by reference to optional maintenance services renewal periods expected to be provided and the corresponding expected consideration for these services. This reflects the fact that our additional performance obligations in any contractual renewal period are consistent with the services provided under the standard first-year warranty. Where we have determined that a customer has a material right as a result of their contract renewal option, we recognize that portion of the transaction price allocated to the material right over the period in which such rights are exercised. Payments from customers for the extended maintenance contracts are generally received at the beginning of each service year. Accordingly, the customer payment received is recorded as a customer deposit and revenue is recognized over the related service period as the services are performed. Electricity Revenue - We sell electricity produced by our Energy Servers owned directly by us or by our consolidated PPA Entities. Our PPA Entities purchase Energy Servers from us and sell electricity produced by these systems to customers through long-term PPAs. Customers are required to purchase all of the electricity produced by those Energy Servers at agreed-upon rates over the course of the PPAs' contractual term. In addition, in certain Managed Services Financings pursuant to which we are party to a Managed Services Agreement with a customer in a sale-leaseback-sublease arrangement, we may recognize electricity revenue. We first determine whether the Energy Servers under the sale-leaseback arrangement of a Managed Services Financing were “integral equipment." As the Energy Servers were determined not to be integral equipment, we determine if the leaseback was classified as a financing lease or an operating lease. Under ASC 840, Leases ("ASC 840"), our Managed Services Agreements with the financiers were classified as capital leases and were accordingly recorded as financing transactions, while the sub-lease arrangements with the end customer were classified as operating leases. We have determined that the financiers are our customers in our Managed Services Agreements. In these Managed Services Financings, we enter into an agreement with a customer for a certain term. In exchange for the use of the Energy Server and its generated electricity, the customer makes a monthly payment. The customer's monthly payment includes a fixed monthly capacity-based payment, and in some cases also includes a performance-based payment based on the performance of the Energy Server. The fixed capacity-based payments made by the customer are applied toward our obligation to pay down the financing obligation with the financier. The performance-based payment is transferred to us as compensation for operations and maintenance services and is recognized as electricity revenue. We allocate the total payments received based on the relative standalone selling prices to electricity revenue and to service revenue. Electricity revenue relating to PPAs was typically accounted for in accordance with ASC 840, and service revenue in accordance with ASC 606. We adopted ASC 842, with effect from January 1, 2020. Managed Services Financings entered from January 1, 2020 until June 30, 2021, including some of our agreements with financiers are accounted for as financing transactions because the repurchase options in these agreements prevent the transfer of control of the systems to the financier. Additionally, some of our leaseback agreements with financiers are not operating leases and are therefore accounted for as failed sale-and-leaseback transactions. We also determined that the sub-lease arrangements under the Managed Services Agreements with the customer are not within the scope of ASC 842 because the customer does not have the right to control the use of the underlying assets (i.e., the Energy Servers). Accordingly, such agreements are accounted for under ASC 606. Under ASC 606, we recognize customer payments for electricity as electricity revenue. In the three months ended September 30, 2021, we completed the first successful sale-and-lease back transaction in which we transferred control of the Energy Server to the financier and leased it back as an operating lease. The proceeds from the sale are allocated between the sale of Energy Server for Product and Installation based on the relative standalone selling prices. The proceeds allocated to the sale of the Energy Servers are evaluated to determine if the transaction meets the criteria for sale-leaseback accounting. To meet the sale-leaseback criteria, control of the Energy Servers must transfer to the financier, which requires among other criteria the leaseback to meet the criteria for an operating lease. Accordingly, for such transactions where control transfers and the leaseback is classified as an operating lease, we recognize revenue on the sale of the Energy Servers, and separately recognize the lease back obligations. We recognize a lease liability for the Energy Server leaseback obligation based on the present value of the future payments to the financier that are attributed to the Energy Server leaseback using our incremental borrowing rate. We also record a right-of-use asset, which is amortized over the term of the leaseback, and is included as a cost of electricity revenue on the condensed consolidated statements of operations. For such sale-and-leaseback transactions during the 3 months ended September 30, 2021, we recognized $3.9 million revenue, and recognized $2.2 million right-of-use assets and liabilities as operating leases. For proceeds received from the customer under Managed Services Agreements, we recorded the electricity revenue on a straight-line basis over the lease term, which were not material. Transactions entered into with customers prior to January 1, 2020 carried over their classification as operating leases and continue to be accounted for consistent with prior years as described in the paragraph above. We recognize revenue from the satisfaction of performance obligations under our PPAs and Managed Services Financings as the electricity is provided over the term of the agreement in the amount invoiced, which reflects the amount of consideration to which we have the right to invoice and which corresponds to the value transferred under such arrangements. Contract Modifications Contract modifications are accounted for as separate contracts if the additional products and services are distinct and priced at standalone selling prices. If the additional products and services are distinct, but not priced at standalone selling prices, the modification is treated as a termination of the existing contract and the creation of a new contract. If the additional products and services are not distinct within the context of the contract, the modification is combined with the original contract and either an increase or decrease in revenue is recognized on the modification date. Deferred Revenue We recognize a contract liability (referred to as deferred revenue in our condensed consolidated financial statements) when we have an obligation to transfer products or services to a customer in advance of us satisfying a performance obligation and the contract liability is reduced as performance obligations are satisfied and revenue is recognized. The related cost of such product is deferred as a component of deferred cost of revenue in the condensed consolidated balance sheets. Prior to shipment of the product or the commencement of performance of maintenance services, any prepayment made by the customer is recorded as a customer deposit. Deferred revenue related to material rights for options to renew are recognized in revenue over the maintenance services period. A description of the principal activities from which we recognize cost of revenues associated with each of our revenue streams are classified as follows: Cost of Product Revenue - Cost of product revenue consists of costs of our Energy Servers that we sell to direct purchase, including financing partners on Third-Party PPAs, international channel providers and traditional lease customers. It includes costs paid to our materials suppliers, direct labor, manufacturing and other overhead costs, shipping costs, provisions for excess and obsolete inventory and the depreciation costs of our equipment. For Energy Servers sold to customers pending installation, we provide warranty reserves as a part of product costs for the period from transfer of controls of Energy Servers to commencement of operations. Cost of Installation Revenue - Cost of installation revenue primarily consists of the costs to install our Energy Servers that we sell to direct purchase, including financing partners on Third-Party PPAs and traditional lease customers. It includes cost of materials and service providers, personnel costs, shipping costs and allocated costs. Cost of Service Revenue - Cost of service revenue consists of costs incurred under maintenance service contracts for all customers. It includes personnel costs for our customer support organization, certain allocated costs, and extended maintenance-related product repair and replacement costs. Cost of Electricity Revenue - Cost of electricity revenue primarily consists of the depreciation of the cost of the Energy Servers owned by us or the consolidated PPA Entities and the cost of gas purchased in connection with our first PPA Entity. The cost of electricity revenue is generally recognized over the term of the Managed Services Agreement or customer’s PPA contract. The cost of depreciation of the Energy Servers is reduced by the amortization of any U.S. Treasury Department grant payment in lieu of the energy investment tax credit associated with these systems. |
Revenue Recognized from Portfolio Financings Through PPA Entities | Revenue Recognized from Portfolio Financings Through PPA Entities (See Note 11 - Portfolio Financings In 2010, we began selling our Energy Servers to tax equity partnerships in which we held an equity interest as a managing member, or a PPA Entity. This program was financed by the sale of an Operating Company counter-party to a portfolio of PPAs to a PPA Entity. The investors in a PPA Entity contribute cash to the PPA Entity in exchange for an equity interest, which then allows the PPA Entity to purchase the Operating Company and the Energy Servers contemplated by the portfolio of PPAs owned by such Operating Company. The cash contributions held are classified as short-term or long-term restricted cash according to the terms of each PPA Entity's governing documents. As we identified customers, the Operating Company entered into a PPA with the customer pursuant to which the customer agreed to purchase the power generated by one or more Energy Servers at a specified rate per kilowatt hour for a specified term, which can range from 10 to 21 years. The Operating Company, wholly owned by the PPA Entity, typically entered into a maintenance services agreement with us following the first year of service to extend the standard one-year performance warranties and guaranties. This intercompany arrangement is eliminated on consolidation. Those PPAs that qualify as leases are classified as either sales-type leases or operating leases and those that do not qualify as leases are classified as tariff agreements or revenue arrangements with customers. For arrangements classified as operating leases, tariff agreements, or revenue arrangements with customers, income is recognized as contractual amounts are due when the electricity is generated and presented within electricity revenue on the condensed consolidated statements of operations. Sales-type Leases - Certain Portfolio Financings with PPA Entities entered into prior to our adoption of ASC 842 qualified as sales-type leases in accordance with ASC 840. The classification for such arrangements were carried over and accounted for as sales-type leases under ASC 842. We are responsible for the installation, operation and maintenance of the Energy Servers at the customers' sites, including running the Energy Servers during the term of the PPA which ranges from 10 to 15 years. Based on the terms of the PPAs, we may also be obligated to supply fuel for the Energy Servers. The amount billed for the delivery of electricity to customers primarily consists of returns on the amounts financed including interest revenue, service revenue and fuel revenue for certain arrangements. As the Portfolio Financings through PPA Entities entered into prior to our adoption of ASC 842 contain a lease, the consideration received is allocated between the lease elements (lease of property and related executory costs) and non-lease elements (other products and services, excluding any derivatives) based on relative fair value. Lease elements include the leased system and the related executory costs (i.e. installation of the system, electricity generated by the system, maintenance costs). Non-lease elements include service, fuel and interest related to the leased systems. Service revenue and fuel revenue are recognized over the term of the PPA as electricity is generated. For those transactions that contain a lease, the interest component related to the leased system is recognized as interest revenue over the life of the lease term. The customer has the option to purchase the Energy Servers at the then fair market value at the end of the PPA contract term. Service revenue related to sales-type leases is included in electricity revenue in the condensed consolidated statements of operations. We have not entered into any new Portfolio Financing arrangements through PPA Entities during the last three years. |
Goodwill | Goodwill Goodwill is recognized in conjunction with business acquisitions as the excess of the purchase consideration for the business acquisition over the fair value of identifiable assets acquired and liabilities assumed. The fair value of identifiable assets and liabilities, and thus goodwill, is subject to redetermination within a measurement period of up to one year following completion of a business acquisition. |
Foreign Currency Transactions | Foreign Currency Transactions The functional currencies of most of our foreign subsidiaries are the U.S. dollar since the subsidiaries are considered financially and operationally integrated with their domestic parent. For these subsidiaries, the foreign currency monetary assets and liabilities are remeasured into U.S. dollars at end-of-period exchange rates. Any currency transaction gains and losses are included as a component of other expense in our condensed consolidated statements of operations. The functional currency of our joint venture in the Republic of Korea is the local currency, the South Korean won ("KRW"), since the joint venture is financially independent of its U.S. parent and the KRW is the currency in which the joint venture generates and expends cash. Assets and liabilities of this entity are translated at the rate of exchange at the balance sheet date. Revenue and expenses are translated at the weighted average rate of exchange during the period. For this entity, translation adjustments resulting from the process of translating the KRW financial statements into U.S. dollars are included in other comprehensive loss. Translation adjustments attributable to noncontrolling interests are allocated to and reported as part of the noncontrolling interests in the condensed consolidated financial statements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Other than the adoption of the accounting guidance mentioned below, there have been no other significant changes in our reported financial position or results of operations and cash flows resulting from the adoption of new accounting pronouncements. Accounting Guidance Implemented in 2021 In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) ("ASU 2020-06"). The new standard simplifies the accounting for convertible instruments by eliminating the conversion option separation model for convertible debt that can be settled in cash and by eliminating the measurement model for beneficial conversion features. The guidance is effective for fiscal years beginning after December 15, 2021, with early adoption permitted as early as fiscal years (including interim periods) beginning after December 15, 2020. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. There will no longer be a debt discount representing the difference between the carrying value, excluding issuance costs, and the principal of the convertible debt instrument and, as a result, there will no longer be interest expense from the amortization of the debt discount over the term of the convertible debt instrument. The amendments in this update also require the if-converted method to be applied for all convertible instruments when calculating diluted earnings per share. We elected to early adopt ASU 2020-06 as of January 1, 2021 using the modified retrospective transition method, which resulted in a cumulative-effect adjustment to the opening balance of accumulated deficit on the date of adoption. Prior period condensed consolidated financial statements were not restated upon adoption. Upon adoption of ASU 2020-06, we combined the previously separated equity component with the liability component of our 2.5% Green Convertible Senior Notes due August 2025. These components are now together classified as recourse debt, thereby eliminating the subsequent amortization of the debt discount as interest expense. Similarly, the portion of issuance costs previously allocated to equity was reclassified to debt and will be amortized as interest expense. Accordingly, we recorded a decrease to accumulated deficit of $5.3 million, a decrease to additional paid-in capital of $126.8 million, and an increase to recourse debt, non-current of approximately $121.5 million. There is no deferred tax impact related to the adoption of ASU 2020-06 due to our full valuation allowance. Accounting Guidance Not Yet Adopted Cessation of LIBOR - In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04"), which provides optional expedients for a limited period of time for accounting for contracts, hedging relationships, and other transactions affected by the London Interbank Offered Rate ("LIBOR") or other reference rate expected to be discontinued. ASU 2020-04 is effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. We are currently evaluating the impact of the adoption of ASU 2020-04 on our consolidated financial statements. Lessor with Variable Lease Payments - In July 2021, the FASB issued ASU No. 2021-05, Leases (Topic 842): Lessors - Certain Leases with Variable Lease Payments ("ASU 2021-05"), which modifies ASC 842 to require lessors to classify leases as operating leases if they have variable lease payments that do not depend on an index or rate and would have selling losses if they were classified as sales-type or direct financing leases. The amendments in ASU 2021-05 are effective for fiscal years beginning after December 15, 2021, and interim periods beginning after December 15, 2022. Early adoption is permitted. We are currently evaluating the impact of the adoption of ASU 2021-05 on our consolidated financial statements. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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): September 30, December 31, 2021 2020 Accounts receivable $ 62,066 $ 96,186 Contract assets 27,745 3,327 Customer deposits 37,911 66,171 Deferred revenue 111,870 135,578 Deferred revenue activity, including deferred incentive revenue activity, during the three and nine months ended September 30, 2021 and 2020 consists of the following (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Beginning balance $ 116,255 $ 169,253 $ 135,578 $ 175,455 Additions 175,423 166,504 541,519 464,135 Revenue recognized (179,808) (178,713) (565,227) (482,546) Ending balance $ 111,870 $ 157,044 $ 111,870 $ 157,044 |
Disaggregation of Revenue | We disaggregate revenue from contracts with customers into four revenue categories: (i) product, (ii) installation, (iii) services and (iv) electricity (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Revenue from contracts with customers: Product revenue $ 128,550 $ 131,076 $ 413,347 $ 346,832 Installation revenue 22,172 26,603 53,710 73,060 Services revenue 39,251 26,141 111,375 77,496 Electricity revenue 804 344 2,107 488 Total revenue from contract with customers 190,777 184,164 580,539 497,876 Revenue from contracts accounted for as leases: Electricity revenue 16,451 16,141 49,166 46,984 Total revenue $ 207,228 $ 200,305 $ 629,705 $ 544,860 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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 are as follows (in thousands): September 30, December 31, 2021 2020 As Held: Cash $ 291,830 $ 180,808 Money market funds 28,071 235,902 $ 319,901 $ 416,710 As Reported: Cash and cash equivalents $ 121,861 $ 246,947 Restricted cash 198,040 169,763 $ 319,901 $ 416,710 |
Restrictions on Cash and Cash Equivalents | The carrying values of cash, cash equivalents and restricted cash approximate fair values and are as follows (in thousands): September 30, December 31, 2021 2020 As Held: Cash $ 291,830 $ 180,808 Money market funds 28,071 235,902 $ 319,901 $ 416,710 As Reported: Cash and cash equivalents $ 121,861 $ 246,947 Restricted cash 198,040 169,763 $ 319,901 $ 416,710 Restricted cash consisted of the following (in thousands): September 30, December 31, 2021 2020 Current: Restricted cash $ 64,059 $ 26,706 Restricted cash related to PPA Entities 1 1,256 25,764 Restricted cash, current 65,315 52,470 Non-current: Restricted cash 117,501 286 Restricted cash related to PPA Entities 1 15,224 117,007 Restricted cash, non-current 132,725 117,293 $ 198,040 $ 169,763 1 We have VIEs that represent a portion of the condensed consolidated balances recorded within the "restricted cash" and other financial statement line items in the condensed consolidated balance sheets (see Note 11 - Portfolio Financings ). In addition, the restricted cash held in the PPA II and PPA IIIb entities as of September 30, 2021, includes $34.2 million and $1.2 million of current restricted cash, respectively, and $65.2 million and $13.3 million of non-current restricted cash, respectively. The restricted cash held in the PPA II and PPA IIIb entities as of December 31, 2020, includes $20.3 million and $0.7 million of current restricted cash, respectively, and $88.4 million and $13.3 million of non-current restricted cash, respectively. These entities are not considered VIEs. |
Fair Value (Tables)
Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The tables below set forth, by level, our financial assets that are accounted for at fair value for the respective periods. The table does not include assets and liabilities that are measured at historical cost or any basis other than fair value (in thousands): Fair Value Measured at Reporting Date Using September 30, 2021 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 28,071 $ — $ — $ 28,071 $ 28,071 $ — $ — $ 28,071 Liabilities Contingent consideration $ — $ — $ 3,623 $ 3,623 Derivatives: Embedded EPP derivatives — — 7,186 7,186 Interest rate swap agreements — 11,853 — 11,853 $ — $ 11,853 $ 10,809 $ 22,662 Fair Value Measured at Reporting Date Using December 31, 2020 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 235,902 $ — $ — $ 235,902 $ 235,902 $ — $ — $ 235,902 Liabilities Derivatives: Natural gas fixed price forward contracts $ — $ — $ 2,574 $ 2,574 Embedded EPP derivatives — — 5,541 5,541 Interest rate swap agreements — 15,989 — 15,989 $ — $ 15,989 $ 8,115 $ 24,104 |
Change in Level 3 Financial Liabilities | The changes in the Level 3 financial liabilities during the nine months ended September 30, 2021 were as follows (in thousands): Natural Embedded EPP Derivative Liability Total Liabilities at December 31, 2019 $ 6,968 $ 6,176 $ 13,144 Settlement of natural gas fixed price forward contracts (4,503) — (4,503) Changes in fair value 109 (635) (526) Liabilities at December 31, 2020 2,574 5,541 8,115 Changes in fair value — 1,645 1,645 Transfer from Level 3 to Level 2 in fair value hierarchy (2,574) — (2,574) Liabilities at September 30, 2021 $ — $ 7,186 $ 7,186 |
Schedule of Fair Values and Carrying Values of Customer Receivables and Debt Instruments | The following table presents the estimated fair values and carrying values of customer receivables and debt instruments (in thousands): September 30, 2021 December 31, 2020 Net Carrying Fair Value Net Carrying Fair Value Customer receivables Customer financing receivables $ 46,674 $ 39,545 $ 50,746 $ 42,679 Debt instruments Recourse: 10.25% Senior Secured Notes due March 2027 68,879 73,345 68,614 71,831 2.5% Green Convertible Senior Notes due August 2025 222,371 317,078 99,394 426,229 Non-recourse: 7.5% Term Loan due September 2028 29,699 36,370 31,746 37,658 6.07% Senior Secured Notes due March 2030 74,289 84,961 77,007 89,654 LIBOR + 2.5% Term Loan due December 2021 108,958 109,513 114,138 116,113 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Inventory | The components of inventory consist of the following (in thousands): September 30, December 31, 2021 2020 Raw materials $ 94,051 $ 79,090 Work-in-progress 40,822 29,063 Finished goods 47,682 33,906 $ 182,555 $ 142,059 |
Schedule of Prepaid Expense and Other Current Assets | Prepaid expenses and other current assets consist of the following (in thousands): September 30, December 31, 2021 2020 Prepaid hardware and software maintenance $ 4,034 $ 5,227 Receivables from employees 5,184 5,160 Other prepaid expenses and other current assets 22,728 20,331 $ 31,946 $ 30,718 |
Schedule of Property, Plant and Equipment | Property, plant and equipment, net, consists of the following (in thousands): September 30, December 31, 2021 2020 Energy Servers $ 675,083 $ 669,422 Computers, software and hardware 21,105 20,432 Machinery and equipment 112,634 106,644 Furniture and fixtures 8,531 8,455 Leasehold improvements 38,156 37,497 Building 46,730 46,730 Construction-in-progress 62,906 21,118 965,145 910,298 Less: accumulated depreciation (349,631) (309,670) $ 615,514 $ 600,628 |
Schedule of Other Long-Term Assets | Other long-term assets consist of the following (in thousands): September 30, December 31, 2021 2020 Prepaid insurance $ 10,112 $ 11,792 Deferred commissions 7,039 6,732 Long-term lease receivable 7,797 6,995 Goodwill 1,719 — Prepaid and other long-term assets 11,926 8,992 $ 38,593 $ 34,511 |
Schedule of Accrued Warranty | Accrued warranty liabilities consist of the following (in thousands): September 30, December 31, 2021 2020 Product warranty $ 1,107 $ 1,549 Product performance 6,800 8,605 Maintenance services contracts — 109 $ 7,907 $ 10,263 Changes in the product warranty and product performance liabilities were as follows (in thousands): Balances at December 31, 2020 $ 10,154 Accrued warranty, net 6,682 Warranty expenditures during the year-to-date period (8,929) Balances at September 30, 2021 $ 7,907 |
Schedule of Accrued Other Current Liabilities | Accrued expenses and other current liabilities consist of the following (in thousands): September 30, December 31, 2021 2020 Compensation and benefits $ 24,393 $ 28,343 Current portion of derivative liabilities 12,415 19,116 Sales-related liabilities 6,232 14,479 Accrued installation 8,854 16,468 Sales tax liabilities 1,304 2,732 Interest payable 719 2,224 Other 31,960 28,642 $ 85,877 $ 112,004 |
Schedule of Other Long-Term Liabilities | Other long-term liabilities consist of the following (in thousands): September 30, December 31, 2021 2020 Delaware grant $ 9,495 $ 9,212 Other 17,260 8,056 $ 26,755 $ 17,268 |
Outstanding Loans and Securit_2
Outstanding Loans and Security Agreements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following is a summary of our debt as of September 30, 2021 (in thousands, except percentage data): Unpaid Net Carrying Value Unused Interest Maturity Dates Entity Recourse Current Long- Total 10.25% Senior Secured Notes due March 2027 $ 70,000 $ 6,034 $ 62,845 $ 68,879 $ — 10.25% March 2027 Company Yes 2.5% Green Convertible Senior Notes due August 2025 230,000 — 222,371 222,371 — 2.5% August 2025 Company Yes Total recourse debt 300,000 6,034 285,216 291,250 — 7.5% Term Loan due September 2028 31,912 3,315 26,384 29,699 — 7.5% September PPA IIIa No 6.07% Senior Secured Notes due March 2030 75,016 4,467 69,822 74,289 — 6.07% March 2030 PPA IV No LIBOR + 2.5% Term Loan due December 2021 109,109 — 108,958 108,958 — LIBOR plus December 2021 PPA V No Letters of Credit due December 2021 — — — — 759 2.25% December 2021 PPA V No Total non-recourse debt 216,037 7,782 205,164 212,946 759 Total debt $ 516,037 $ 13,816 $ 490,380 $ 504,196 $ 759 The following is a summary of our debt as of December 31, 2020 (in thousands, except percentage data): Unpaid Net Carrying Value Unused Interest Maturity Dates Entity Recourse Current Long- Total 10.25% Senior Secured Notes due March 2027 $ 70,000 $ — $ 68,614 $ 68,614 $ — 10.25% March 2027 Company Yes 2.5% Green Convertible Senior Notes due August 2025 230,000 — 99,394 99,394 — 2.5% August 2025 Company Yes Total recourse debt 300,000 — 168,008 168,008 — 7.5% Term Loan due September 2028 34,456 2,826 28,920 31,746 — 7.5% September PPA IIIa No 6.07% Senior Secured Notes due March 2030 77,837 3,882 73,125 77,007 — 6.07% March 2030 PPA IV No LIBOR + 2.5% Term Loan due December 2021 114,761 114,138 — 114,138 — LIBOR plus December 2021 PPA V No Letters of Credit due December 2021 — — — — 968 2.25% December 2021 PPA V No Total non-recourse debt 227,054 120,846 102,045 222,891 968 Total debt $ 527,054 $ 120,846 $ 270,053 $ 390,899 $ 968 |
Schedule of Repayment and Interest Expense | The following table presents details of our outstanding loan principal repayment schedule as of September 30, 2021 (in thousands): Remainder of 2021 $ 3,253 2022 25,765 2023 32,430 2024 36,369 2025 270,613 Thereafter 147,607 $ 516,037 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value Derivatives | The fair values of the derivatives designated as cash flow hedges as of September 30, 2021 and December 31, 2020 on our condensed consolidated balance sheets are as follows (in thousands): September 30, December 31, 2021 2020 Liabilities Accrued expenses and other current liabilities $ 11,853 $ 15,989 |
Schedule of Changes in Fair Value of Cash Flow Hedge Contracts | The changes in fair value of the derivative contracts designated as cash flow hedges and the amounts recognized in accumulated other comprehensive loss and in earnings are as follows (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Beginning balance $ 12,651 $ 17,881 $ 15,989 $ 9,238 Loss (gain) recognized in other comprehensive loss (264) (72) (2,548) 9,212 Amounts reclassified from other comprehensive loss to earnings (499) (501) (1,483) (1,068) Net loss (gain) recognized in other comprehensive loss (763) (573) (4,031) 8,144 Gain recognized in earnings (35) (36) (105) (110) Ending balance $ 11,853 $ 17,272 $ 11,853 $ 17,272 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Assets and Liabilities Leases | Operating and financing lease right-of-use assets and lease liabilities for facilities, office buildings and vehicles as of September 30, 2021 and December 31, 2020 were as follows (in thousands): September 30, December 31, 2021 2020 Assets : Operating lease right-of-use assets, net 1, 2 $ 70,055 $ 35,621 Financing lease right-of-use assets, net 2, 3, 4 2,943 334 Total $ 72,998 $ 35,955 Liabilities : Current: Operating lease liabilities $ 6,206 $ 7,899 Financing lease liabilities 5 798 74 Total current lease liabilities 7,004 7,973 Non-current: Operating lease liabilities 78,146 41,849 Financing lease liabilities 6 2,165 267 Total non-current lease liabilities 80,311 42,116 Total lease liabilities $ 87,315 $ 50,089 1 These assets primarily include leases for facilities, office buildings 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, net of accumulated amortization. 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. |
Lease, Cost | The components of our facilities, office buildings and vehicles' lease costs for the three and nine months ended September 30, 2021 and 2020 were as follows (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Operating lease costs $ 3,925 $ 2,683 $ 10,620 $ 6,280 Financing lease costs: Amortization of financing lease right-of-use assets 214 15 1,096 32 Interest expense for financing lease liabilities 51 4 296 10 Total financing lease costs 265 19 1,392 42 Short-term lease costs 625 131 951 668 Total lease costs $ 4,815 $ 2,833 $ 12,963 $ 6,990 Weighted average remaining lease terms and discount rates for our facilities, office buildings and vehicles as of September 30, 2021 and December 31, 2020 were as follows: September 30, December 31, 2021 2020 Remaining lease term (years): Operating leases 9.3 years 6.7 years Finance leases 3.6 years 4.2 years Discount rate: Operating leases 9.3 % 8.7 % Finance leases 7.6 % 7.0 % |
Finance Lease, Liability, Fiscal Year Maturity | Future lease payments under lease agreements for our facilities, office buildings, and vehicles as of September 30, 2021, were as follows (in thousands): Operating Leases Finance Leases Remainder of 2021 $ 3,581 $ 240 2022 13,076 960 2023 14,949 955 2024 13,455 782 2025 13,477 313 Thereafter 79,085 88 Total minimum lease payments 137,623 3,338 Less: amounts representing interest or imputed interest (53,271) (375) Present value of lease liabilities $ 84,352 $ 2,963 At September 30, 2021, future lease payments under the Managed Services financing obligations and the sublease payments from the customers under the related operating leases were as follows (in thousands): Financing Obligations Sublease Payments 1 Remainder of 2021 $ 10,412 $ (10,412) 2022 42,265 (42,265) 2023 43,223 (43,223) 2024 41,141 (41,141) 2025 40,106 (40,106) Thereafter 90,023 (90,023) Total lease payments 267,170 $ (267,170) Less: imputed interest (154,762) Total lease obligations 112,408 Less: current obligations (14,260) Long-term lease obligations $ 98,148 1 Sublease Payments primarily represents the fees received by the bank from our customer for the electricity generated by our Energy Servers leased under our Managed Services and other similar arrangements, which also pay down our financing obligation to the bank. |
Lessee, Operating Lease, Liability, Maturity | Future lease payments under lease agreements for our facilities, office buildings, and vehicles as of September 30, 2021, were as follows (in thousands): Operating Leases Finance Leases Remainder of 2021 $ 3,581 $ 240 2022 13,076 960 2023 14,949 955 2024 13,455 782 2025 13,477 313 Thereafter 79,085 88 Total minimum lease payments 137,623 3,338 Less: amounts representing interest or imputed interest (53,271) (375) Present value of lease liabilities $ 84,352 $ 2,963 At September 30, 2021, future lease payments under the Managed Services financing obligations and the sublease payments from the customers under the related operating leases were as follows (in thousands): Financing Obligations Sublease Payments 1 Remainder of 2021 $ 10,412 $ (10,412) 2022 42,265 (42,265) 2023 43,223 (43,223) 2024 41,141 (41,141) 2025 40,106 (40,106) Thereafter 90,023 (90,023) Total lease payments 267,170 $ (267,170) Less: imputed interest (154,762) Total lease obligations 112,408 Less: current obligations (14,260) Long-term lease obligations $ 98,148 1 Sublease Payments primarily represents the fees received by the bank from our customer for the electricity generated by our Energy Servers leased under our Managed Services and other similar arrangements, which also pay down our financing obligation to the bank. |
Sales-type Lease, Net Investment in Lease | The components of our aggregate net investment in sales-type leases under our Portfolio Financings through PPA entities consisted of the following (in thousands): September 30, December 31, 2021 2020 Lease payment receivables, net 1 $ 45,784 $ 49,806 Estimated residual value of leased assets (unguaranteed) 890 890 Net investment in sales-type leases 46,674 50,696 Less: current portion (5,693) (5,428) Non-current portion of net investment in sales-type leases $ 40,981 $ 45,268 1 Net of current estimated credit losses of approximately $0.1 million as of September 30, 2021 and December 31, 2020. |
Sales-type Leases, Lease Receivable, Maturity | As of September 30, 2021, the future scheduled customer payments from sales-type leases were as follows (in thousands): Future minimum lease payments Remainder of 2021 $ 1,494 2022 6,110 2023 6,435 2024 6,797 2025 7,125 Thereafter 19,176 Total undiscounted cash flows 47,137 Less: imputed interest (1,302) Present value of lease payments 1 $ 45,835 1 Amount comprises a current and long-term portion of lease receivables of $5.7 million and $41.0 million, respectively, after giving effect to a $0.1 million current expected credit loss reserve on the long-term portion, which is reflected as a component of the net investment in sales-type leases presented in our condensed consolidated statement of financial position as customer financing receivables. |
Lessor, Operating Lease, Payment to be Received, Fiscal Year Maturity | Future estimated operating lease payments we expect to receive from Portfolio Financing arrangements through PPA Entities as of September 30, 2021, were as follows (in thousands): Operating Leases Remainder of 2021 $ 10,850 2022 44,205 2023 45,290 2024 46,533 2025 47,553 Thereafter 264,018 Total lease payments $ 458,449 |
Stock-Based Compensation Expe_2
Stock-Based Compensation Expense and Employee Benefit Plans (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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 Nine Months Ended 2021 2020 2021 2020 Cost of revenue $ 2,945 $ 3,568 $ 9,749 $ 13,811 Research and development 5,678 4,103 15,876 14,913 Sales and marketing 4,391 2,234 12,486 8,358 General and administrative 7,952 5,830 19,198 20,303 $ 20,966 $ 15,735 $ 57,309 $ 57,385 |
Schedule of Stock Option and RSU Activity | The following table summarizes the stock option activity under our stock plans during the reporting period: Outstanding Options Number of Weighted Remaining Aggregate (in thousands) Balances at December 31, 2020 15,354,271 $ 21.27 6.0 $ 129,855 Exercised (2,597,003) 23.90 Cancelled (973,720) 14.94 Balances at September 30, 2021 11,783,548 21.22 5.4 50,366 Vested and expected to vest at September 30, 2021 11,619,420 21.38 5.4 48,719 Exercisable at September 30, 2021 9,328,149 24.26 4.9 25,881 The following table presents the stock activity and the total number of shares available for grant under our stock plans as of September 30, 2021: Plan Shares Available Balances at December 31, 2020 20,233,754 Added to plan 7,969,144 Granted (5,566,751) Cancelled 2,157,942 Expired (358,854) Balances at September 30, 2021 24,435,235 |
Schedule of RSU Activity and Related Information | A summary of our stock awards activity and related information is as follows: Number of Weighted Unvested Balance at December 31, 2020 6,418,788 $ 13.71 Granted 5,566,751 24.27 Vested (2,533,027) 16.65 Forfeited (1,184,222) 16.37 Unvested Balance at September 30, 2021 8,268,290 19.54 |
Portfolio Financings (Tables)
Portfolio Financings (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | The following are the aggregate carrying values of our VIEs' assets and liabilities in our condensed consolidated balance sheets, after eliminations of intercompany transactions and balances, including each of the PPA Entities in the PPA IIIa transaction, the PPA IV transaction and the PPA V transaction (in thousands): September 30, December 31, 2021 2020 Assets Current assets: Cash and cash equivalents $ 3,069 $ 1,421 Restricted cash 1,256 4,698 Accounts receivable 4,262 4,420 Customer financing receivable 5,693 5,428 Prepaid expenses and other current assets 3,072 3,048 Total current assets 17,352 19,015 Property and equipment, net 234,436 252,020 Customer financing receivable, non-current 40,981 45,268 Restricted cash, non-current 15,224 15,320 Other long-term assets — 37 Total assets $ 307,993 $ 331,660 Liabilities Current liabilities: Accrued expenses and other current liabilities $ 15,430 $ 19,510 Deferred revenue and customer deposits 662 662 Non-recourse debt 7,782 120,846 Total current liabilities 23,874 141,018 Deferred revenue and customer deposits, non-current 5,577 6,072 Non-recourse debt, non-current 439,779 102,045 Total liabilities $ 469,230 $ 249,135 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Our operations include the following related party transactions (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Total revenue from related parties $ 3,333 $ 742 $ 8,227 $ 2,672 Interest expense to related parties — 353 — 2,513 |
Net Loss per Share Attributab_2
Net Loss per Share Attributable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of our net loss per share available to common stockholders, basic and diluted (in thousands, except share and per share amounts): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Numerator: Net loss available to Class A and Class B common stockholders $ (52,370) $ (11,954) $ (131,122) $ (130,415) Denominator: Weighted average shares of common stock, basic and diluted 174,269 138,964 172,601 129,571 Net loss per share available to Class A and Class B common stockholders, basic and diluted $ (0.30) $ (0.09) $ (0.76) $ (1.01) |
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 nine months presented as their inclusion would have been antidilutive: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Convertible notes 14,187 32,957 14,187 31,765 Stock options and awards 5,415 6,321 6,998 5,518 19,602 39,278 21,185 37,283 |
Nature of Business, Liquidity_2
Nature of Business, Liquidity and Basis of Presentation - (Additional Information) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Oct. 23, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Nov. 30, 2023 |
Subsidiary, Sale of Stock [Line Items] | |||||||
Long-term debt | $ 504,196 | $ 504,196 | $ 390,899 | ||||
Non-recourse debt, non-current | $ 490,380 | $ 490,380 | $ 270,053 | ||||
Subsequent Event | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Shares sold in offering (in shares) | 10,000 | ||||||
Offering price per share (in dollars per share) | $ 25.50 | $ 23 | |||||
Total Purchase Price | $ 255,000 | ||||||
Subsequent Event | Series A preferred | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Preferred stock, par or stated (in dollars per share) | $ 0.0001 | ||||||
Sales Revenue, Net | Customer Concentration Risk | Customer One | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Concentration risk, percentage | 35.00% | 37.00% | |||||
Sales Revenue, Net | Customer Concentration Risk | Customer Two | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Concentration risk, percentage | 12.00% | ||||||
Accounts Receivable | Customer Concentration Risk | SK Ecoplant | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Concentration risk, percentage | 22.00% | 56.00% | |||||
Accounts Receivable | Customer Concentration Risk | RAD Bloom Project LLC | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Concentration risk, percentage | 16.00% | 0.00% | |||||
Accounts Receivable | Customer Concentration Risk | Bronx Community Clean Energy Project | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Concentration risk, percentage | 18.00% | 0.00% | |||||
Asia Pacific | Sales Revenue, Net | Geographic Concentration Risk | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Concentration risk, percentage | 36.00% | 24.00% | 38.00% | 30.00% | |||
Recourse debt | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Long-term debt | $ 291,250 | $ 291,250 | $ 168,008 | ||||
Non-recourse debt, non-current | $ 285,216 | $ 285,216 | $ 168,008 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - (Additional Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2021 | Jan. 01, 2021 | Dec. 31, 2020 | Aug. 31, 2020 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Goodwill | $ 1,719 | $ 1,719 | $ 0 | |||
Accumulated deficit | (3,229,752) | (3,229,752) | (3,103,937) | |||
Decrease in additional paid-in capital | 3,183,101 | 3,183,101 | 3,182,753 | |||
Non-recourse long term debt, non-current | [1] | 205,164 | 205,164 | $ 102,045 | ||
Revenue related to sales-type leases | 3,900 | |||||
Operating lease, lease income | 2,200 | |||||
Equity Method Investee | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Goodwill | $ 1,700 | $ 1,700 | ||||
Minimum | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Term of PPA | 10 years | |||||
Term during which the Company is responsible for the installation, operation and maintenance of the Energy Servers | 10 years | |||||
Maximum | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Term of PPA | 21 years | |||||
Term during which the Company is responsible for the installation, operation and maintenance of the Energy Servers | 15 years | |||||
2.5% Green Convertible Senior Notes due August 2025 | Senior secured notes | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Interest rate percentage | 2.50% | 2.50% | 2.50% | 2.50% | ||
2.5% Green Convertible Senior Notes due August 2025 | Senior secured notes | Accounting Standards Update 2020-06 | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Accumulated deficit | $ 5,300 | |||||
Decrease in additional paid-in capital | 126,800 | |||||
Non-recourse long term debt, non-current | $ 121,500 | |||||
[1] | We have variable interest entities, which represent a portion of the consolidated balances recorded within these financial statement line items in the condensed consolidated balance sheets (see Note 11 - Portfolio F inancing s ). |
Revenue Recognition - Contract
Revenue Recognition - Contract Balances (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Revenue from Contract with Customer [Abstract] | ||||||
Accounts receivable | $ 62,066 | $ 96,186 | ||||
Contract assets | 27,745 | $ 18,600 | 3,327 | $ 11,400 | $ 3,000 | $ 2,800 |
Customer deposits | 37,911 | 66,171 | ||||
Deferred revenue | $ 111,870 | $ 135,578 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | ||||||||
Contract assets | $ 27,745 | $ 11,400 | $ 27,745 | $ 11,400 | $ 18,600 | $ 3,327 | $ 3,000 | $ 2,800 |
Performance obligation satisfied in previous period | 20,900 | 8,400 | $ 24,400 | $ 8,600 | ||||
Contract assets billed during period | $ 11,800 | $ 100 |
Revenue Recognition - Contrac_2
Revenue Recognition - Contract Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Change in Contract with Customer, Liability [Abstract] | ||||
Beginning balance | $ 116,255 | $ 169,253 | $ 135,578 | $ 175,455 |
Additions | 175,423 | 166,504 | 541,519 | 464,135 |
Revenue recognized | (179,808) | (178,713) | (565,227) | (482,546) |
Ending balance | $ 111,870 | $ 157,044 | $ 111,870 | $ 157,044 |
Revenue Recognition - Revenue b
Revenue Recognition - Revenue by Source (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | $ 190,777 | $ 184,164 | $ 580,539 | $ 497,876 |
Electricity revenue | 2,200 | |||
Total revenue | 207,228 | 200,305 | 629,705 | 544,860 |
Product | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 128,550 | 131,076 | 413,347 | 346,832 |
Total revenue | 128,550 | 131,076 | 413,347 | 346,832 |
Installation | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 22,172 | 26,603 | 53,710 | 73,060 |
Total revenue | 22,172 | 26,603 | 53,710 | 73,060 |
Service | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 39,251 | 26,141 | 111,375 | 77,496 |
Total revenue | 39,251 | 26,141 | 111,375 | 77,496 |
Electricity | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 804 | 344 | 2,107 | 488 |
Electricity revenue | 16,451 | 16,141 | 49,166 | 46,984 |
Total revenue | $ 17,255 | $ 16,485 | $ 51,273 | $ 47,472 |
Financial Instruments - Cash an
Financial Instruments - Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Debt Securities, Available-for-sale [Line Items] | |||||
Cash and cash equivalents | [1] | $ 121,861 | $ 246,947 | ||
Restricted cash | 198,040 | 169,763 | |||
Cash, cash equivalents and restricted cash | 319,901 | 416,710 | $ 504,370 | $ 377,388 | |
Cash | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Cash, cash equivalents and restricted cash | 291,830 | 180,808 | |||
Money market funds | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Cash, cash equivalents and restricted cash | $ 28,071 | $ 235,902 | |||
[1] | We have variable interest entities, which represent a portion of the consolidated balances recorded within these financial statement line items in the condensed consolidated balance sheets (see Note 11 - Portfolio F inancing s ). |
Financial Instruments - Restric
Financial Instruments - Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Variable Interest Entity [Line Items] | ||||
Restricted cash, current | [1] | $ 65,315 | $ 52,470 | |
Restricted cash, non-current | [1] | 132,725 | 117,293 | |
Restricted cash, total | 198,040 | 169,763 | ||
Consolidated Entity, Excluding VIEs | ||||
Variable Interest Entity [Line Items] | ||||
Restricted cash, current | 64,059 | 26,706 | ||
Restricted cash, non-current | 117,501 | 286 | ||
PPA Entities | ||||
Variable Interest Entity [Line Items] | ||||
Restricted cash, current | 1,256 | 4,698 | ||
Restricted cash, non-current | 15,224 | 15,320 | ||
PPA Entities | PPA Company 2 | ||||
Variable Interest Entity [Line Items] | ||||
Restricted cash, current | 34,200 | 20,300 | ||
Restricted cash, non-current | 65,200 | 88,400 | ||
Restricted cash, total | 99,400 | |||
PPA Entities | PPA Company 3b | ||||
Variable Interest Entity [Line Items] | ||||
Restricted cash, current | 1,200 | 700 | ||
Restricted cash, non-current | 13,300 | 13,300 | ||
Restricted cash, total | $ 20,000 | |||
PPA Entities | Power Purchase Agreements Entities | ||||
Variable Interest Entity [Line Items] | ||||
Restricted cash, current | 1,256 | 25,764 | ||
Restricted cash, non-current | $ 15,224 | $ 117,007 | ||
[1] | We have variable interest entities, which represent a portion of the consolidated balances recorded within these financial statement line items in the condensed consolidated balance sheets (see Note 11 - Portfolio F inancing s ). |
Financial Instruments - Narrati
Financial Instruments - Narrative (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Cash and Cash Equivalents [Abstract] | ||
Accounts receivable, derecognized | $ 113.9 | $ 49.3 |
Fair Value - Financial Assets a
Fair Value - Financial Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Assets | ||
Total assets | $ 28,071 | $ 235,902 |
Liabilities | ||
Contingent consideration | 3,623 | |
Total liabilities | 22,662 | 24,104 |
Money market funds | ||
Assets | ||
Money market funds | 28,071 | 235,902 |
Natural gas fixed price forward contracts | ||
Liabilities | ||
Derivatives | 2,574 | |
Embedded EPP derivatives | ||
Liabilities | ||
Derivatives | 7,186 | 5,541 |
Interest rate swap agreements | ||
Liabilities | ||
Derivatives | 11,853 | 15,989 |
Level 1 | ||
Assets | ||
Total assets | 28,071 | 235,902 |
Liabilities | ||
Contingent consideration | 0 | |
Total liabilities | 0 | 0 |
Level 1 | Money market funds | ||
Assets | ||
Money market funds | 28,071 | 235,902 |
Level 1 | Natural gas fixed price forward contracts | ||
Liabilities | ||
Derivatives | 0 | |
Level 1 | Embedded EPP derivatives | ||
Liabilities | ||
Derivatives | 0 | 0 |
Level 1 | Interest rate swap agreements | ||
Liabilities | ||
Derivatives | 0 | 0 |
Level 2 | ||
Assets | ||
Total assets | 0 | 0 |
Liabilities | ||
Contingent consideration | 0 | |
Total liabilities | 11,853 | 15,989 |
Level 2 | Money market funds | ||
Assets | ||
Money market funds | 0 | 0 |
Level 2 | Natural gas fixed price forward contracts | ||
Liabilities | ||
Derivatives | 0 | |
Level 2 | Embedded EPP derivatives | ||
Liabilities | ||
Derivatives | 0 | 0 |
Level 2 | Interest rate swap agreements | ||
Liabilities | ||
Derivatives | 11,853 | 15,989 |
Level 3 | ||
Assets | ||
Total assets | 0 | 0 |
Liabilities | ||
Contingent consideration | 3,623 | |
Total liabilities | 10,809 | 8,115 |
Level 3 | Money market funds | ||
Assets | ||
Money market funds | 0 | 0 |
Level 3 | Natural gas fixed price forward contracts | ||
Liabilities | ||
Derivatives | 2,574 | |
Level 3 | Embedded EPP derivatives | ||
Liabilities | ||
Derivatives | 7,186 | 5,541 |
Level 3 | Interest rate swap agreements | ||
Liabilities | ||
Derivatives | $ 0 | $ 0 |
Fair Value - Additional Informa
Fair Value - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Gain (loss) on derivative | $ (0.2) | $ 1.5 | $ (1.6) | $ 2.2 |
Cash flow hedge gain (loss) to be reclassified within 12 months | (2.7) | |||
Not designated as hedging instrument | Natural gas forward contract | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Gain (loss) on derivative | 0.1 | 0.7 | 1.1 | 0 |
Gain on the settlement of contracts | $ 0.1 | $ 1.2 | $ 1.5 | $ 3.7 |
Fair Value - Change in Level 3
Fair Value - Change in Level 3 Financial Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 8,115 | $ 13,144 |
Settlement of natural gas fixed price forward contracts | (4,503) | |
Changes in fair value | 1,645 | (526) |
Transfer from Level 3 to Level 2 in fair value hierarchy | (2,574) | |
Ending balance | 7,186 | 8,115 |
Natural Gas Fixed Price Forward Contracts | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 2,574 | 6,968 |
Settlement of natural gas fixed price forward contracts | (4,503) | |
Changes in fair value | 0 | 109 |
Transfer from Level 3 to Level 2 in fair value hierarchy | (2,574) | |
Ending balance | 0 | 2,574 |
Embedded EPP Derivative Liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 5,541 | 6,176 |
Settlement of natural gas fixed price forward contracts | 0 | |
Changes in fair value | 1,645 | (635) |
Transfer from Level 3 to Level 2 in fair value hierarchy | 0 | |
Ending balance | $ 7,186 | $ 5,541 |
Fair Value - Estimated Fair Val
Fair Value - Estimated Fair Values and Carrying Values for Customer Receivables and Debt Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Aug. 31, 2020 | May 01, 2020 |
Term loan | Net Carrying Value | Term Loan due September 2028, Non-Recourse | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt Instrument | $ 29,699 | $ 31,746 | ||
Term loan | Net Carrying Value | Term Loan due December 2021, Non-Recourse | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt Instrument | 108,958 | 114,138 | ||
Term loan | Fair Value | Term Loan due September 2028, Non-Recourse | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt Instrument | 36,370 | 37,658 | ||
Term loan | Fair Value | Term Loan due December 2021, Non-Recourse | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt Instrument | 109,513 | 116,113 | ||
Notes | Net Carrying Value | 10.25% Senior Secured Notes due March 2027 | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt Instrument | 68,879 | 68,614 | ||
Notes | Fair Value | 10.25% Senior Secured Notes due March 2027 | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt Instrument | 73,345 | 71,831 | ||
Senior secured notes | Net Carrying Value | 2.5% Green Convertible Senior Notes due August 2025 | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt Instrument | 222,371 | 99,394 | ||
Senior secured notes | Net Carrying Value | Senior Secured Notes due March 2030, Non-Recourse | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt Instrument | 74,289 | 77,007 | ||
Senior secured notes | Fair Value | 2.5% Green Convertible Senior Notes due August 2025 | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt Instrument | 317,078 | 426,229 | ||
Senior secured notes | Fair Value | Senior Secured Notes due March 2030, Non-Recourse | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt Instrument | 89,654 | |||
Customer financing receivables | Net Carrying Value | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Customer financing receivables | 46,674 | 50,746 | ||
Customer financing receivables | Fair Value | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Customer financing receivables | $ 39,545 | $ 42,679 | ||
10.25% Senior Secured Notes due March 2027 | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Interest rate percentage | 10.25% | |||
10.25% Senior Secured Notes due March 2027 | Notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Interest rate percentage | 10.25% | 10.25% | ||
2.5% Green Convertible Senior Notes due August 2025 | Senior secured notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Interest rate percentage | 2.50% | 2.50% | 2.50% | |
Term Loan due September 2028, Non-Recourse | Term loan | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Interest rate percentage | 7.50% | 7.50% | ||
Senior Secured Notes due March 2030, Non-Recourse | Senior secured notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Interest rate percentage | 6.07% | 6.07% | ||
Senior Secured Notes due March 2030, Non-Recourse | Senior secured notes | Fair Value | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt Instrument | $ 84,961 | |||
Term Loan due December 2021, Non-Recourse | Term loan | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Interest rate percentage | 2.50% | 2.50% |
Balance Sheet Components - Inve
Balance Sheet Components - Inventories, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 94,051 | $ 79,090 |
Work-in-progress | 40,822 | 29,063 |
Finished goods | 47,682 | 33,906 |
Inventory, net | 182,555 | 142,059 |
Inventory reserves | $ 14,500 | $ 14,000 |
Balance Sheet Components - Prep
Balance Sheet Components - Prepaid Expense and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Prepaid hardware and software maintenance | $ 4,034 | $ 5,227 | |
Receivables from employees | 5,184 | 5,160 | |
Other prepaid expenses and other current assets | 22,728 | 20,331 | |
Prepaid expenses and other current assets | [1] | $ 31,946 | $ 30,718 |
[1] | We have variable interest entities, which represent a portion of the consolidated balances recorded within these financial statement line items in the condensed consolidated balance sheets (see Note 11 - Portfolio F inancing s ). |
Balance Sheet Components - Prop
Balance Sheet Components - Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 965,145 | $ 910,298 |
Less: accumulated depreciation | (349,631) | (309,670) |
Property, plant and equipment, net | 615,514 | 600,628 |
Energy Servers | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 675,083 | 669,422 |
Computers, software and hardware | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 21,105 | 20,432 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 112,634 | 106,644 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 8,531 | 8,455 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 38,156 | 37,497 |
Building | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 46,730 | 46,730 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 62,906 | $ 21,118 |
Balance Sheet Components - Pr_2
Balance Sheet Components - Property Plant and Equipment, Net (Additional Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Property Subject to or Available for Operating Lease [Line Items] | |||||
Depreciation and amortization | $ 40,079 | $ 38,888 | |||
Operating leases, depreciation expense | $ 5,900 | $ 5,900 | 17,600 | 18,000 | |
PPA Entities | |||||
Property Subject to or Available for Operating Lease [Line Items] | |||||
Property, plant and equipment | 368,000 | 368,000 | $ 368,000 | ||
Accumulated depreciation | 133,500 | 133,500 | $ 115,900 | ||
Property, plant and equipment | |||||
Property Subject to or Available for Operating Lease [Line Items] | |||||
Depreciation and amortization | $ 13,300 | $ 13,000 | $ 40,100 | $ 38,900 |
Balance Sheet Components - Othe
Balance Sheet Components - Other Long-Term Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Prepaid insurance | $ 10,112 | $ 11,792 | |
Deferred commissions | 7,039 | 6,732 | |
Long-term lease receivable | 7,797 | 6,995 | |
Goodwill | 1,719 | 0 | |
Prepaid and other long-term assets | 11,926 | 8,992 | |
Other long-term assets | [1] | $ 38,593 | $ 34,511 |
[1] | We have variable interest entities, which represent a portion of the consolidated balances recorded within these financial statement line items in the condensed consolidated balance sheets (see Note 11 - Portfolio F inancing s ). |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Warranty (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Product warranty | $ 1,107 | $ 1,549 |
Product performance | 6,800 | 8,605 |
Maintenance services contracts | 0 | 109 |
Accrued warranty liabilities | $ 7,907 | $ 10,263 |
Balance Sheet Components - Stan
Balance Sheet Components - Standard Product Warranty Liability (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Movement in Standard Product Warranty Accrual [Roll Forward] | |
Accrued warranty beginning balance | $ 10,154 |
Warranty expenditures during the year | 6,682 |
Warranty expenditures during the year-to-date period | (8,929) |
Accrued warranty ending balance | $ 7,907 |
Balance Sheet Components - Ac_2
Balance Sheet Components - Accrued Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Compensation and benefits | $ 24,393 | $ 28,343 | |
Current portion of derivative liabilities | 12,415 | 19,116 | |
Sales-related liabilities | 6,232 | 14,479 | |
Accrued installation | 8,854 | 16,468 | |
Sales tax liabilities | 1,304 | 2,732 | |
Interest payable | 719 | 2,224 | |
Other | 31,960 | 28,642 | |
Accrued other current liabilities | [1] | $ 85,877 | $ 112,004 |
[1] | We have variable interest entities, which represent a portion of the consolidated balances recorded within these financial statement line items in the condensed consolidated balance sheets (see Note 11 - Portfolio F inancing s ). |
Balance Sheet Components - Ot_2
Balance Sheet Components - Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Delaware grant | $ 9,495 | $ 9,212 |
Other | 17,260 | 8,056 |
Other long-term liabilities | $ 26,755 | $ 17,268 |
Balance Sheet Components - Ot_3
Balance Sheet Components - Other Long-Term Liabilities (Additional Information) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Delaware grant | $ 9,495 | $ 9,212 |
Outstanding Loans and Securit_3
Outstanding Loans and Security Agreements - Schedule of Debt (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Aug. 31, 2020 | May 01, 2020 | |
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 516,037,000 | $ 527,054,000 | ||
Non-recourse debt | 13,816,000 | 120,846,000 | ||
Non-recourse debt, non-current | 490,380,000 | 270,053,000 | ||
Long-term Debt, Total | 504,196,000 | 390,899,000 | ||
Unused borrowing capacity | 759,000 | 968,000 | ||
10.25% Senior Secured Notes due March 2027 | ||||
Debt Instrument [Line Items] | ||||
Interest rate percentage | 10.25% | |||
Letters of Credit | Letter of Credit due December 2021, Non-Recourse | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | 0 | |||
Non-recourse debt | 0 | |||
Non-recourse debt, non-current | 0 | |||
Long-term Debt, Total | 0 | |||
Unused borrowing capacity | $ 759,000 | $ 968,000 | ||
Interest rate percentage | 2.25% | 2.25% | ||
Notes | 10.25% Senior Secured Notes due March 2027 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 70,000,000 | $ 70,000,000 | ||
Non-recourse debt | 6,034,000 | 0 | ||
Non-recourse debt, non-current | 62,845,000 | 68,614,000 | ||
Long-term Debt, Total | $ 68,879,000 | $ 68,614,000 | ||
Interest rate percentage | 10.25% | 10.25% | ||
Senior secured notes | 2.5% Green Convertible Senior Notes due August 2025 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 230,000,000 | $ 230,000,000 | $ 230,000,000 | |
Non-recourse debt | 0 | 0 | ||
Non-recourse debt, non-current | 222,371,000 | 99,394,000 | ||
Long-term Debt, Total | $ 222,371,000 | $ 99,394,000 | ||
Interest rate percentage | 2.50% | 2.50% | 2.50% | |
Senior secured notes | Senior Secured Notes due March 2030, Non-Recourse | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 75,016,000 | $ 77,837,000 | ||
Non-recourse debt | 4,467,000 | 3,882,000 | ||
Non-recourse debt, non-current | 69,822,000 | 73,125,000 | ||
Long-term Debt, Total | $ 74,289,000 | $ 77,007,000 | ||
Interest rate percentage | 6.07% | 6.07% | ||
Recourse debt | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 300,000,000 | $ 300,000,000 | ||
Non-recourse debt | 6,034,000 | 0 | ||
Non-recourse debt, non-current | 285,216,000 | 168,008,000 | ||
Long-term Debt, Total | 291,250,000 | 168,008,000 | ||
Term loan | Term Loan due September 2028, Non-Recourse | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | 31,912,000 | 34,456,000 | ||
Non-recourse debt | 3,315,000 | 2,826,000 | ||
Non-recourse debt, non-current | 26,384,000 | 28,920,000 | ||
Long-term Debt, Total | $ 29,699,000 | $ 31,746,000 | ||
Interest rate percentage | 7.50% | 7.50% | ||
Term loan | Term Loan due December 2021, Non-Recourse | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 109,109,000 | $ 114,761,000 | ||
Non-recourse debt | 0 | 114,138,000 | ||
Non-recourse debt, non-current | 108,958,000 | 0 | ||
Long-term Debt, Total | $ 108,958,000 | $ 114,138,000 | ||
Interest rate percentage | 2.50% | 2.50% | ||
LIBOR margin (as a percentage) | 2.50% | 2.50% | ||
Letters of Credit | Letter of Credit due December 2021, Non-Recourse | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 0 | |||
Non-recourse debt | 0 | |||
Non-recourse debt, non-current | 0 | |||
Long-term Debt, Total | 0 | |||
Non-recourse debt | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | 216,037,000 | $ 227,054,000 | ||
Non-recourse debt | 7,782,000 | 120,846,000 | ||
Non-recourse debt, non-current | 205,164,000 | 102,045,000 | ||
Long-term Debt, Total | 212,946,000 | 222,891,000 | ||
Unused borrowing capacity | $ 759,000 | $ 968,000 |
Outstanding Loans and Securit_4
Outstanding Loans and Security Agreements - Recourse Debt Facilities (Additional Information) (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Aug. 31, 2020USD ($)$ / shares | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Jan. 01, 2021USD ($) | Dec. 31, 2020USD ($) | May 01, 2020USD ($) | ||
Debt Instrument [Line Items] | |||||||||
Long-term debt, current maturities | $ 13,816,000 | $ 13,816,000 | $ 120,846,000 | ||||||
Long-term debt, gross | 516,037,000 | 516,037,000 | 527,054,000 | ||||||
Accumulated deficit | (3,229,752,000) | (3,229,752,000) | (3,103,937,000) | ||||||
Decrease in additional paid-in capital | 3,183,101,000 | 3,183,101,000 | 3,182,753,000 | ||||||
Non-recourse long term debt, non-current | [1] | 205,164,000 | 205,164,000 | $ 102,045,000 | |||||
Contractual interest expense | $ 14,514,000 | $ 19,902,000 | $ 43,798,000 | $ 55,030,000 | |||||
10.25% Senior Secured Notes due March 2027 | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate percentage | 10.25% | ||||||||
Redemption price, percentage | 101.00% | ||||||||
Convertible debt | 10.25% Senior Secured Notes due March 2027 | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 150,000,000 | ||||||||
Current borrowing capacity | 80,000,000 | ||||||||
Convertible debt | Convertible Promissory Notes Interest Rate 6% Due December 2020, Recourse | Affiliated entity | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate percentage | 6.00% | 6.00% | |||||||
Notes | 10.25% Senior Secured Notes due March 2027 | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt face amount | 70,000,000 | ||||||||
Interest rate percentage | 10.25% | 10.25% | 10.25% | ||||||
Secured long-term debt, noncurrent | $ 64,000,000 | ||||||||
Long-term debt, current maturities | $ 6,034,000 | $ 6,034,000 | $ 0 | ||||||
Long-term debt, gross | $ 70,000,000 | $ 70,000,000 | $ 70,000,000 | ||||||
Senior secured notes | 2.5% Green Convertible Senior Notes due August 2025 | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate percentage | 2.50% | 2.50% | 2.50% | 2.50% | |||||
Long-term debt, current maturities | $ 0 | $ 0 | $ 0 | ||||||
Long-term debt, gross | $ 230,000,000 | 230,000,000 | $ 230,000,000 | $ 230,000,000 | |||||
Debt instrument, unamortized discount | 6,900,000 | ||||||||
Debt other issuance costs, net | 3,000,000 | ||||||||
Proceeds from debt, net of issuance costs | $ 220,100,000 | ||||||||
Convertible, conversion ratio | 0.0616808 | ||||||||
Contractual interest expense | 1,900,000 | $ 5,800,000 | |||||||
Amortization of debt issuance costs | $ 500,000 | $ 1,500,000 | |||||||
Senior secured notes | 2.5% Green Convertible Senior Notes due August 2025 | Accounting Standards Update 2020-06 | |||||||||
Debt Instrument [Line Items] | |||||||||
Accumulated deficit | $ 5,300,000 | ||||||||
Decrease in additional paid-in capital | 126,800,000 | ||||||||
Non-recourse long term debt, non-current | $ 121,500,000 | ||||||||
Class A common stock | Senior secured notes | 2.5% Green Convertible Senior Notes due August 2025 | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible stock price (in dollars per share) | $ / shares | $ 16.21 | ||||||||
On or after March 27, 2022 | 10.25% Senior Secured Notes due March 2027 | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption price, percentage | 108.00% | ||||||||
On or after March 27, 2023 | 10.25% Senior Secured Notes due March 2027 | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption price, percentage | 104.00% | ||||||||
On or after March 27, 2024 | 10.25% Senior Secured Notes due March 2027 | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption price, percentage | 102.00% | ||||||||
On or after March 27, 2026 | 10.25% Senior Secured Notes due March 2027 | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption price, percentage | 100.00% | ||||||||
[1] | We have variable interest entities, which represent a portion of the consolidated balances recorded within these financial statement line items in the condensed consolidated balance sheets (see Note 11 - Portfolio F inancing s ). |
Outstanding Loans and Securit_5
Outstanding Loans and Security Agreements - Non-recourse Debt Facilities (Additional Information) (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Dec. 31, 2020 | Nov. 01, 2021 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2012 | |
Debt Instrument [Line Items] | ||||||
Unused borrowing capacity | $ 759,000 | $ 968,000 | ||||
Term loan | Term Loan due September 2028, Non-Recourse | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate percentage | 7.50% | 7.50% | ||||
Term loan | Term Loan due December 2021, Non-Recourse | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate percentage | 2.50% | 2.50% | ||||
LIBOR margin (as a percentage) | 2.50% | 2.50% | ||||
Senior secured notes | Senior Secured Notes due March 2030, Non-Recourse | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate percentage | 6.07% | 6.07% | ||||
PPA Company 3a | Term loan | Term Loan due September 2028, Non-Recourse | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate percentage | 7.50% | |||||
Debt face amount | $ 46,800,000 | |||||
Debt minimum debt service reserves required | $ 3,600,000 | $ 3,800,000 | ||||
PPA Company 4 | Senior secured notes | Senior Secured Notes due March 2030, Non-Recourse | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate percentage | 6.07% | |||||
Debt minimum debt service reserves required | $ 8,900,000 | 8,500,000 | ||||
PPA Company 5 | Term loan | Term Loan due December 2021, Non-Recourse | ||||||
Debt Instrument [Line Items] | ||||||
Debt face amount | $ 131,200,000 | |||||
Commitment fee percentage | 0.50% | |||||
PPA Company 5 | Term loan | Term Loan due December 2021, Years One Through Three, Non-Recourse | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
LIBOR margin (as a percentage) | 2.25% | |||||
PPA Company 5 | Term loan | Term Loan due December 2021, After Year Three, Non-Recourse | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
LIBOR margin (as a percentage) | 2.50% | |||||
PPA Company 5 | Term loan | Term Loan Due June 2031, Non-Recourse | Subsequent Event | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate percentage | 3.04% | |||||
Debt face amount | $ 136,000,000 | |||||
PPA Company 5 | Letters of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 6,200,000 | $ 6,400,000 | ||||
Amount outstanding | 5,400,000 | 5,200,000 | ||||
Unused borrowing capacity | $ 800,000 | $ 1,000,000 |
Outstanding Loans and Securit_6
Outstanding Loans and Security Agreements - Schedule of Repayments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||
Remainder of 2021 | $ 3,253 | $ 3,253 | |||
2022 | 25,765 | 25,765 | |||
2023 | 32,430 | 32,430 | |||
2024 | 36,369 | 36,369 | |||
2025 | 270,613 | 270,613 | |||
Thereafter | 147,607 | 147,607 | |||
Total | 516,037 | 516,037 | $ 527,054 | ||
Interest expense | 14,500 | $ 20,300 | 43,800 | $ 57,500 | |
Interest expense to related parties | $ 0 | $ 353 | $ 0 | $ 2,513 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Fair Value Derivatives (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Derivatives designated as hedging instruments | Accrued expenses and other current liabilities | Interest rate swap agreements | ||
Derivative [Line Items] | ||
Derivative liability | $ 11,853 | $ 15,989 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Interest Rate Swaps (Additional Information) (Details) - Cash flow hedging - PPA Company V $ in Millions | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) | Jul. 31, 2015agreement |
Interest rate swap | |||
Credit Derivatives [Line Items] | |||
Number of swap agreements entered into | 9 | ||
Derivative, notional amount | $ | $ 178.9 | $ 181.4 | |
Interest rate swap maturing In 2016 | |||
Credit Derivatives [Line Items] | |||
Number of swap agreements entered into | 3 | ||
Interest rate swap maturing December 21, 2021 | |||
Credit Derivatives [Line Items] | |||
Number of swap agreements entered into | 3 | ||
Interest rate swap maturing September 30, 2031 | |||
Credit Derivatives [Line Items] | |||
Number of swap agreements entered into | 3 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Changes in Fair Value of Derivative Contracts (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax: | ||||
Net loss (gain) recognized in other comprehensive loss | $ 1,062 | $ (573) | $ 4,554 | $ 8,167 |
Gain recognized in earnings | 200 | (1,500) | 1,600 | (2,200) |
Interest rate swap agreements | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax: | ||||
Gain recognized in earnings | (35) | (36) | (105) | (110) |
Derivative contracts | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax: | ||||
Beginning balance | 12,651 | 17,881 | 15,989 | 9,238 |
Loss (gain) recognized in other comprehensive loss | (264) | (72) | (2,548) | 9,212 |
Amounts reclassified from other comprehensive loss to earnings | (499) | (501) | (1,483) | (1,068) |
Net loss (gain) recognized in other comprehensive loss | (763) | (573) | (4,031) | 8,144 |
Ending balance | $ 11,853 | $ 17,272 | $ 11,853 | $ 17,272 |
Derivative Financial Instrume_6
Derivative Financial Instruments - Embedded Derivatives (Additional Information) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||
Gain (loss) on derivative | $ (0.2) | $ 1.5 | $ (1.6) | $ 2.2 | |
Embedded derivative liability | $ 7.2 | $ 7.2 | $ 4 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021USD ($)ft² | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)ft² | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Lessee, Lease, Description [Line Items] | |||||
Total plant space (in square feet) | ft² | 534,894 | 534,894 | |||
Rent expense | $ 4,400 | $ 2,800 | $ 11,400 | $ 6,800 | |
Financing obligations, non-current | $ 456,315 | $ 456,315 | $ 459,981 | ||
Minimum | |||||
Lessee, Lease, Description [Line Items] | |||||
Remaining lease term | 1 year | 1 year | |||
Maximum | |||||
Lessee, Lease, Description [Line Items] | |||||
Remaining lease term | 15 years | 15 years |
Leases - Operating and Financin
Leases - Operating and Financing Lease Right-of-Use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Assets and Liabilities, Lessee: | ||
Operating lease right-of-use assets, net | $ 70,055 | $ 35,621 |
Finance lease right-of-use assets, net | 2,943 | 334 |
Total | 72,998 | 35,955 |
Operating lease liabilities | 6,206 | 7,899 |
Financing lease liabilities | 798 | 74 |
Total current lease liabilities | 7,004 | 7,973 |
Operating lease liabilities | 78,146 | 41,849 |
Financing lease liabilities | 2,165 | 267 |
Total non-current lease liabilities | 80,311 | 42,116 |
Total lease liabilities | $ 87,315 | $ 50,089 |
Leases - Costs (Details)
Leases - Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Leases [Abstract] | ||||
Operating lease costs | $ 3,925 | $ 2,683 | $ 10,620 | $ 6,280 |
Amortization of financing lease right-of-use assets | 214 | 15 | 1,096 | 32 |
Interest expense for financing lease liabilities | 51 | 4 | 296 | 10 |
Total financing lease costs | 265 | 19 | 1,392 | 42 |
Short-term lease costs | 625 | 131 | 951 | 668 |
Total lease costs | $ 4,815 | $ 2,833 | $ 12,963 | $ 6,990 |
Leases - Weighted Average Remai
Leases - Weighted Average Remaining Lease Terms and Discount Rates (Details) | Sep. 30, 2021 | Dec. 31, 2020 |
Remaining lease term (years): | ||
Operating leases | 9 years 3 months 18 days | 6 years 8 months 12 days |
Finance leases | 3 years 7 months 6 days | 4 years 2 months 12 days |
Discount rate: | ||
Operating leases | 9.30% | 8.70% |
Finance leases | 7.60% | 7.00% |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Operating Leases | |
Remainder of 2021 | $ 3,581 |
2022 | 13,076 |
2023 | 14,949 |
2024 | 13,455 |
2025 | 13,477 |
Thereafter | 79,085 |
Total minimum lease payments | 137,623 |
Less: amounts representing interest or imputed interest | (53,271) |
Present value of lease liabilities | 84,352 |
Finance Leases | |
Remainder of 2021 | 240 |
2022 | 960 |
2023 | 955 |
2024 | 782 |
2025 | 313 |
Thereafter | 88 |
Total minimum lease payments | 3,338 |
Less: amounts representing interest or imputed interest | (375) |
Present value of lease liabilities | $ 2,963 |
Leases - Financial Obligations
Leases - Financial Obligations and Sublease Payments (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Finance Leases | ||
Remainder of 2021 | $ 240 | |
2022 | 960 | |
2023 | 955 | |
2024 | 782 | |
2025 | 313 | |
Thereafter | 88 | |
Total minimum lease payments | 3,338 | |
Less: amounts representing interest or imputed interest | (375) | |
Present value of lease liabilities | 2,963 | |
Less: current obligations | (798) | $ (74) |
Financing lease liabilities | 2,165 | $ 267 |
PPA Entities | Managed Services | ||
Finance Leases | ||
Remainder of 2021 | 10,412 | |
2022 | 42,265 | |
2023 | 43,223 | |
2024 | 41,141 | |
2025 | 40,106 | |
Thereafter | 90,023 | |
Total minimum lease payments | 267,170 | |
Less: amounts representing interest or imputed interest | (154,762) | |
Present value of lease liabilities | 112,408 | |
Less: current obligations | (14,260) | |
Financing lease liabilities | 98,148 | |
Sublease Payments | ||
Remainder of 2021 | (10,412) | |
2022 | (42,265) | |
2023 | (43,223) | |
2024 | (41,141) | |
2025 | (40,106) | |
Thereafter | (90,023) | |
Total lease payments | $ (267,170) |
Leases - Sales-Type Leases (Det
Leases - Sales-Type Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | |
Net Investment in Lease [Abstract] | |||
Lease payment receivables, net | $ 45,784 | $ 49,806 | |
Estimated residual value of leased assets (unguaranteed) | 890 | 890 | |
Net investment in sales-type leases | 46,674 | 50,696 | |
Less: current portion | [1] | (5,693) | (5,428) |
Non-current portion of net investment in sales-type leases | [1] | 40,981 | 45,268 |
Current estimated credit losses | 100 | $ 100 | |
Sales-type and Direct Financing Leases, Lease Receivable, Fiscal Year Maturity [Abstract] | |||
Remainder of 2021 | 1,494 | ||
2022 | 6,110 | ||
2023 | 6,435 | ||
2024 | 6,797 | ||
2025 | 7,125 | ||
Thereafter | 19,176 | ||
Total undiscounted cash flows | 47,137 | ||
Less: imputed interest | (1,302) | ||
Present value of lease payments | $ 45,835 | ||
[1] | We have variable interest entities, which represent a portion of the consolidated balances recorded within these financial statement line items in the condensed consolidated balance sheets (see Note 11 - Portfolio F inancing s ). |
Leases - Payment to be Received
Leases - Payment to be Received (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Lessor, Lease, Description [Line Items] | |
Total minimum lease payments | $ 137,623 |
PPA Entities | Portfolio Financing | |
Lessor, Lease, Description [Line Items] | |
Remainder of 2021 | 10,850 |
2022 | 44,205 |
2023 | 45,290 |
2024 | 46,533 |
2025 | 47,553 |
Thereafter | 264,018 |
Total minimum lease payments | $ 458,449 |
Stock-Based Compensation Expe_3
Stock-Based Compensation Expense and Employee Benefit Plans - Equity Incentive Plan (Additional Information) (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average exercise price, outstanding options (in dollars per share) | $ 21.22 | $ 21.27 |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted (in shares) | 5,566,751 |
Stock-Based Compensation Expe_4
Stock-Based Compensation Expense and Employee Benefit Plans - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | $ 20,966 | $ 15,735 | $ 57,309 | $ 57,385 |
Cost of revenue | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | 2,945 | 3,568 | 9,749 | 13,811 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | 5,678 | 4,103 | 15,876 | 14,913 |
Sales and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | 4,391 | 2,234 | 12,486 | 8,358 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | $ 7,952 | $ 5,830 | $ 19,198 | $ 20,303 |
Stock-Based Compensation Expe_5
Stock-Based Compensation Expense and Employee Benefit Plans - Stock Option and Stock Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Outstanding Options/RSUs, Number of Shares | ||
Outstanding (in shares) | 15,354,271 | |
Exercised (in shares) | (2,597,003) | |
Cancelled (in shares) | (973,720) | |
Outstanding (in shares) | 11,783,548 | 15,354,271 |
Outstanding Options Weighted Average Exercise Price | ||
Outstanding (in dollars per share) | $ 21.27 | |
Exercised (in dollars per share) | 23.90 | |
Cancelled (in dollars per share) | 14.94 | |
Outstanding (in dollars per share) | $ 21.22 | $ 21.27 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Vested and expected to vest (in shares) | 11,619,420 | |
Exercisable (in shares) | 9,328,149 | |
Vested and expected to vest, weighted average exercise price (in dollars per share) | $ 21.38 | |
Exercisable, weighted average exercise price (in dollars per share) | $ 24.26 | |
Outstanding, remaining contractual life | 5 years 4 months 24 days | 6 years |
Outstanding, aggregate intrinsic value | $ 50,366 | $ 129,855 |
Vested and expected to vest, remaining contractual life | 5 years 4 months 24 days | |
Exercisable, remaining contractual life | 4 years 10 months 24 days | |
Vested and expected to vest, aggregate intrinsic value | $ 48,719 | |
Exercisable, aggregate intrinsic value | $ 25,881 |
Stock-Based Compensation Expe_6
Stock-Based Compensation Expense and Employee Benefit Plans - Stock Options (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Share-based Arrangements with Employees and Nonemployees [Abstract] | |||||
Unrecognized compensation cost related to unvested stock options | $ 9 | $ 9 | $ 25.1 | ||
Expense expected to be recognized over remaining weighted-average period | 1 year 2 months 12 days | 2 years 1 month 6 days | |||
Cash received from stock options exercised | $ 62.1 | $ 4.2 | |||
Class A common stock | |||||
Share-based Arrangements with Employees and Nonemployees [Abstract] | |||||
Granted options (in shares) | 0 | 200,000 | 0 | 200,000 | |
Granted (in dollars per share) | $ 7.30 | $ 7.30 | |||
Employee Stock Option | |||||
Share-based Arrangements with Employees and Nonemployees [Abstract] | |||||
Allocated share-based compensation expense | $ 2.7 | $ 4.4 | $ 10 | $ 14.9 |
Stock-Based Compensation Expe_7
Stock-Based Compensation Expense and Employee Benefit Plans - Unvested Restricted Stock Unit Activity (Details) - Restricted Stock Units | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Unvested Restricted Stock Unit Activity | |
Unvested balance (in shares) | shares | 6,418,788 |
Granted (in shares) | shares | 5,566,751 |
Vested (in shares) | shares | (2,533,027) |
Forfeited (in shares) | shares | (1,184,222) |
Unvested balance (in shares) | shares | 8,268,290 |
Weighted Average Grant Date Fair Value | |
Unvested balance (in dollars per share) | $ / shares | $ 13.71 |
Granted (in dollars per share) | $ / shares | 24.27 |
Vested (in dollars per share) | $ / shares | 16.65 |
Forfeited (in dollars per share) | $ / shares | 16.37 |
Unvested balance (in dollars per share) | $ / shares | $ 19.54 |
Stock-Based Compensation Expe_8
Stock-Based Compensation Expense and Employee Benefit Plans - Stock Awards (Additional Information) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated share-based compensation expense | $ 15.8 | $ 9.6 | $ 40.6 | $ 33.3 |
Unrecognized stock-based compensation cost | 119.1 | $ 62 | $ 119.1 | $ 62 |
Expense expected to be recognized over a weighted-average period | 2 years 4 months 24 days | 2 years 2 months 12 days | ||
Stock-based compensation vesting period | 4 years | |||
Performance Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation post-vesting holding period | 2 years | |||
Expected volatility rate | 71.20% | |||
Risk free interest rate | 1.60% | |||
Expected dividend yield | 0.00% | |||
Restricted Stock Units and Performance Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unamortized compensation expense | $ 27 | $ 27 |
Stock-Based Compensation Expe_9
Stock-Based Compensation Expense and Employee Benefit Plans - Number of Shares Available for Grant (Details) | 9 Months Ended |
Sep. 30, 2021shares | |
Options/ RSUs Available for Grant | |
Beginning balance (in shares) | 20,233,754 |
Added to plan (in shares) | 7,969,144 |
Granted (in shares) | (5,566,751) |
Cancelled (in shares) | 2,157,942 |
Expired (in shares) | (358,854) |
Ending Balance (in shares) | 24,435,235 |
Stock-Based Compensation Exp_10
Stock-Based Compensation Expense and Employee Benefit Plans - Employee Stock Purchase Plan (Details) - 2018 ESPP - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Employee stock ownership plan (ESOP), compensation expense | $ 4.5 | $ 5.2 |
Share-based compensation arrangement by share-based payment award, shares issued in period | 1,945,305 | |
Number of additional shares authorized (in shares) | 1,902,572 | |
Number of common stock reserved for issuance (in shares) | 2,544,668 | |
Unrecognized stock-based compensation cost | $ 13.7 | $ 2.6 |
Expense expected to be recognized over a weighted-average period | 1 year 2 months 12 days | 6 months |
Portfolio Financings - Addition
Portfolio Financings - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2021financialOption | |
Leases [Abstract] | |
Number of financing options | 3 |
Portfolio Financings - Schedule
Portfolio Financings - Schedule of PPA Entities' Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | |
Current assets: | |||
Cash and cash equivalents | [1] | $ 121,861 | $ 246,947 |
Restricted cash, current | [1] | 65,315 | 52,470 |
Accounts receivable | [1] | 62,066 | 96,186 |
Customer financing receivable | [1] | 5,693 | 5,428 |
Total current assets | 530,940 | 618,604 | |
Property and equipment, net | [1] | 615,514 | 600,628 |
Customer financing receivable, non-current | [1] | 40,981 | 45,268 |
Restricted cash, non-current | [1] | 132,725 | 117,293 |
Other long-term assets | [1] | 38,593 | 34,511 |
Total assets | 1,431,726 | 1,454,387 | |
Current liabilities: | |||
Accrued expenses and other current liabilities | [1] | 85,877 | 112,004 |
Deferred revenue and customer deposits | [1] | 81,894 | 114,286 |
Non-recourse debt | 13,816 | 120,846 | |
Total current liabilities | 311,868 | 436,377 | |
Deferred revenue and customer deposits, non-current | [1] | 67,887 | 87,463 |
Non-recourse debt, non-current | 490,380 | 270,053 | |
Other long-term liabilities | 26,755 | 17,268 | |
Total liabilities | 1,431,351 | 1,312,991 | |
PPA Entities | |||
Current assets: | |||
Cash and cash equivalents | 3,069 | 1,421 | |
Restricted cash, current | 1,256 | 4,698 | |
Accounts receivable | 4,262 | 4,420 | |
Customer financing receivable | 5,693 | 5,428 | |
Prepaid expenses and other current assets | 3,072 | 3,048 | |
Total current assets | 17,352 | 19,015 | |
Property and equipment, net | 234,436 | 252,020 | |
Customer financing receivable, non-current | 40,981 | 45,268 | |
Restricted cash, non-current | 15,224 | 15,320 | |
Other long-term assets | 0 | 37 | |
Total assets | 307,993 | 331,660 | |
Current liabilities: | |||
Accrued expenses and other current liabilities | 15,430 | 19,510 | |
Deferred revenue and customer deposits | 662 | 662 | |
Non-recourse debt | 7,782 | 120,846 | |
Total current liabilities | 23,874 | 141,018 | |
Deferred revenue and customer deposits, non-current | 5,577 | 6,072 | |
Non-recourse debt, non-current | 439,779 | 102,045 | |
Total liabilities | $ 469,230 | $ 249,135 | |
[1] | We have variable interest entities, which represent a portion of the consolidated balances recorded within these financial statement line items in the condensed consolidated balance sheets (see Note 11 - Portfolio F inancing s ). |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Related Party Transactions [Abstract] | ||||
Total revenue from related parties | $ 3,333 | $ 742 | $ 8,227 | $ 2,672 |
Interest expense to related parties | $ 0 | $ 353 | $ 0 | $ 2,513 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | Jul. 01, 2021USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) |
Related Party Transaction [Line Items] | |||||
Total revenue from related parties | $ 3,333,000 | $ 742,000 | $ 8,227,000 | $ 2,672,000 | |
Softbank Corp. | |||||
Related Party Transaction [Line Items] | |||||
Interest acquired | 0.50 | ||||
Related party amount of transaction | $ 2,000,000 | ||||
Related party amounts of transaction, subject to earn out | $ 3,600,000 | ||||
Total revenue from related parties | 700,000 | 1,600,000 | 2,700,000 | ||
SK Ecoplant | |||||
Related Party Transaction [Line Items] | |||||
Total revenue from related parties | 3,300,000 | $ 0 | 6,600,000 | $ 0 | |
Accounts receivable | 3,600,000 | 3,600,000 | |||
Equity Method Investee | Softbank Corp. | |||||
Related Party Transaction [Line Items] | |||||
Accounts receivable | $ 0 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 31, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2019USD ($) | Jul. 01, 2021MW | Mar. 31, 2012USD ($) | ||
Operating Leased Assets [Line Items] | |||||||
Restricted cash | $ 169,763 | $ 198,040 | |||||
Restricted cash, current | [1] | 52,470 | 65,315 | ||||
Restricted cash, non-current | [1] | 117,293 | 132,725 | ||||
Number of megawatts acquired | MW | 10.5 | ||||||
Grants receivable | $ 16,500 | ||||||
Deferred government grant obligation, current | 1,000 | ||||||
Delaware grant obligation | 9,212 | 9,495 | |||||
Softbank Corp. | Bloom Energy Japan | |||||||
Operating Leased Assets [Line Items] | |||||||
Percentage of voting interests acquired | 50.00% | ||||||
PPA Entities | |||||||
Operating Leased Assets [Line Items] | |||||||
Restricted cash, current | 4,698 | 1,256 | |||||
Restricted cash, non-current | 15,320 | 15,224 | |||||
PPA Company 2 | PPA Entities | |||||||
Operating Leased Assets [Line Items] | |||||||
Restricted cash | 99,400 | ||||||
Restricted cash, current | 20,300 | 34,200 | |||||
Restricted cash, non-current | 88,400 | 65,200 | |||||
PPA Company 3b | PPA Entities | |||||||
Operating Leased Assets [Line Items] | |||||||
Restricted cash | $ 20,000 | ||||||
Restricted cash, current | 700 | 1,200 | |||||
Restricted cash, non-current | $ 13,300 | 13,300 | |||||
Pledged assets, term | 7 years | ||||||
Pledged assets, milestone percentage | 0.33 | ||||||
Restricted cash released | $ 6,600 | ||||||
PPA Company 5 | |||||||
Operating Leased Assets [Line Items] | |||||||
PPA expenses | $ 200 | $ 5,700 | |||||
[1] | We have variable interest entities, which represent a portion of the consolidated balances recorded within these financial statement line items in the condensed consolidated balance sheets (see Note 11 - Portfolio F inancing s ). |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision | $ 158 | $ 7 | $ 595 | $ 272 |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | $ (56,504) | $ (17,869) | $ (144,269) | $ (147,224) |
Effective income tax rate | (0.30%) | (0.00%) | (0.40%) | (0.20%) |
Net Loss per Share Attributab_3
Net Loss per Share Attributable to Common Stockholders - Schedule of Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||
Net loss available to Class A and Class B common stockholders | $ (52,370) | $ (11,954) | $ (131,122) | $ (130,415) |
Denominator: | ||||
Weighted average shares used to compute net loss per share available to Class A and Class B common stockholders, basic (in shares) | 174,269 | 138,964 | 172,601 | 129,571 |
Weighted average shares used to compute net loss per share available to Class A and Class B common stockholders, diluted (in shares) | 174,269 | 138,964 | 172,601 | 129,571 |
Net loss per share attributable to Class A and Class B common stockholders, basic (in dollars per share) | $ (0.30) | $ (0.09) | $ (0.76) | $ (1.01) |
Net loss per share attributable to Class A and Class B common stockholders, diluted (in dollars per share) | $ (0.30) | $ (0.09) | $ (0.76) | $ (1.01) |
Net Loss per Share Attributab_4
Net Loss per Share Attributable to Common Stockholders - Schedule of Antidilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities | 19,602 | 39,278 | 21,185 | 37,283 |
Convertible notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities | 14,187 | 32,957 | 14,187 | 31,765 |
Stock options and awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities | 5,415 | 6,321 | 6,998 | 5,518 |
Business Combinations (Details)
Business Combinations (Details) $ in Thousands | Jul. 01, 2021USD ($)MW | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) |
Business Acquisition [Line Items] | ||||
Number of megawatts acquired | MW | 10.5 | |||
Goodwill | $ 1,719 | $ 0 | ||
Gain on remeasurement of investment | 1,966 | $ 0 | ||
Equity Method Investee | ||||
Business Acquisition [Line Items] | ||||
Goodwill | $ 1,700 | |||
Softbank Corp. | ||||
Business Acquisition [Line Items] | ||||
Other payments to acquire businesses | $ 3,600 | |||
Softbank Corp. | Bloom Energy Japan | ||||
Business Acquisition [Line Items] | ||||
Percentage of voting interests acquired | 50.00% | |||
Consideration transferred | $ (2,000) | |||
Ownership percentage, parent | 100.00% | |||
Ownership percentage in the acquiree held by the acquirer immediately before the acquisition date | 50.00% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) $ / shares in Units, shares in Thousands | Nov. 30, 2023$ / sharesshares | Oct. 23, 2021USD ($)$ / sharesshares | Sep. 30, 2021 | Dec. 31, 2020 | Nov. 01, 2021USD ($) | Jun. 30, 2015USD ($) |
Term Loan due December 2021, Non-Recourse | Term loan | ||||||
Subsequent Event [Line Items] | ||||||
LIBOR margin (as a percentage) | 2.50% | 2.50% | ||||
Interest rate percentage | 2.50% | 2.50% | ||||
Term Loan due December 2021, Non-Recourse | Term loan | PPA Company 5 | ||||||
Subsequent Event [Line Items] | ||||||
Debt face amount | $ 131,200,000 | |||||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Shares sold in offering (in shares) | shares | 10,000 | |||||
Offering price per share (in dollars per share) | $ / shares | $ 23 | $ 25.50 | ||||
Net proceeds from stock offering | $ 255,000,000 | |||||
Percentage of ownership after transaction | 15.00% | |||||
Percent of the volume-weighted average closing price | 1.15 | |||||
Consecutive trading day period | 20 days | |||||
Subsequent Event | Term Loan Due June 2031, Non-Recourse | Term loan | PPA Company 5 | ||||||
Subsequent Event [Line Items] | ||||||
Debt face amount | $ 136,000,000 | |||||
Interest rate percentage | 3.04% | |||||
Series A preferred | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Preferred stock, par or stated (in dollars per share) | $ / shares | $ 0.0001 | |||||
Class A common stock | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Shares sold in offering (in shares) | shares | 11,000 |