Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 25, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity Registrant Name | STEM, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 333-251397 | |
Entity Tax Identification Number | 85-1972187 | |
Entity Address, Address Line One | 100 California St., 14th Fl | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94111 | |
Country Region | 1 | |
City Area Code | 877 | |
Local Phone Number | 374-7836 | |
Title of 12(b) Security | Common Stock, par value $0.0001 | |
Trading Symbol | STEM | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 154,057,258 | |
Entity Central Index Key | 0001758766 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 174,537 | $ 747,780 |
Short-term investments | 177,273 | 173,008 |
Accounts receivable, net | 74,123 | 61,701 |
Inventory, net | 72,985 | 22,720 |
Other current assets (includes $207 and $213 due from related parties as of March 31, 2022 and December 31, 2021, respectively) | 28,252 | 18,641 |
Total current assets | 527,170 | 1,023,850 |
Energy storage systems, net | 102,320 | 106,114 |
Contract origination costs, net | 9,620 | 8,630 |
Goodwill | 547,700 | 1,741 |
Intangible assets, net | 165,840 | 13,966 |
Operating leases right-of-use assets | 13,785 | 12,998 |
Other noncurrent assets | 51,380 | 24,531 |
Total assets | 1,417,815 | 1,191,830 |
Current liabilities: | ||
Accounts payable | 99,307 | 28,273 |
Accrued liabilities | 22,785 | 25,993 |
Accrued payroll | 8,422 | 7,453 |
Financing obligation, current portion | 14,177 | 15,277 |
Deferred revenue, current portion | 40,722 | 9,158 |
Other current liabilities (includes $179 and $306 due to related parties as of March 31, 2022 and December 31, 2021, respectively) | 2,622 | 1,813 |
Total current liabilities | 188,035 | 87,967 |
Deferred revenue, noncurrent | 64,051 | 28,285 |
Asset retirement obligation | 4,168 | 4,135 |
Notes payable, noncurrent | 1,719 | 1,687 |
Convertible notes, noncurrent | 446,418 | 316,542 |
Financing obligation, noncurrent | 70,395 | 73,204 |
Lease liability, noncurrent | 12,526 | 12,183 |
Other liabilities | 367 | 0 |
Total liabilities | 787,679 | 524,003 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized as of March 31, 2022 and December 31, 2021; 0 shares issued and outstanding as of March 31, 2022 and December 31, 2021 | 0 | 0 |
Common stock, $0.0001 par value; 500,000,000 shares authorized as of March 31, 2022 and December 31, 2021; 153,717,797 and 144,671,624 issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 15 | 14 |
Additional paid-in capital | 1,161,109 | 1,176,845 |
Accumulated other comprehensive income (loss) | (619) | 20 |
Accumulated deficit | (530,510) | (509,052) |
Total Stem's stockholders' equity | 629,995 | 667,827 |
Non-controlling interests | 141 | 0 |
Total stockholders’ equity | 630,136 | 667,827 |
Total liabilities and stockholders’ equity | $ 1,417,815 | $ 1,191,830 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Other current assets, due from related parties | $ 207 | $ 213 |
Other current liabilities, due to related parties | $ 179 | $ 306 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 153,717,797 | 144,671,624 |
Common stock, shares outstanding (in shares) | 153,717,797 | 144,671,624 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue | $ 41,088 | $ 15,420 |
Cost of revenue | 37,444 | 15,537 |
Gross margin | 3,644 | (117) |
Operating expenses: | ||
Sales and marketing | 9,142 | 2,667 |
Research and development | 8,943 | 4,407 |
General and administrative | 20,512 | 2,692 |
Total operating expenses | 38,597 | 9,766 |
Loss from operations | (34,953) | (9,883) |
Other income (expense), net: | ||
Interest expense | (3,218) | (6,233) |
Change in fair value of warrants and embedded derivative | 0 | (66,397) |
Other income (expenses), net | 475 | (40) |
Total other expense, net | (2,743) | (72,670) |
Loss before income taxes | (37,696) | (82,553) |
Income tax benefit | 15,213 | 0 |
Net loss | $ (22,483) | $ (82,553) |
Net loss per share attributable to common shareholders, basic (in dollars per share) | $ (0.15) | $ (2.04) |
Net loss per share attributable to common shareholders, diluted (in dollars per share) | $ (0.15) | $ (2.04) |
Weighted-average shares used in computing net loss per share, basic (in shares) | 150,491,041 | 40,425,009 |
Weighted-average shares used in computing net loss per share, diluted (in shares) | 150,491,041 | 40,425,009 |
Services revenue | ||
Revenue | $ 9,965 | $ 4,881 |
Cost of revenue | 8,633 | 6,905 |
Hardware revenue | ||
Revenue | 31,123 | 10,539 |
Cost of revenue | $ 28,811 | $ 8,632 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (22,483) | $ (82,553) |
Other comprehensive loss: | ||
Unrealized loss on available-for-sale securities | (611) | 0 |
Foreign currency translation adjustment | (28) | 251 |
Total comprehensive loss | $ (23,122) | $ (82,302) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (UNAUDITED) - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-In Capital | Additional Paid-In CapitalCumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment | Non-controlling Interests |
Beginning balance (in shares) at Dec. 31, 2020 | 40,202,785 | ||||||||
Beginning balance at Dec. 31, 2020 | $ (177,409) | $ 4 | $ 230,620 | $ (192) | $ (407,841) | $ 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Stock-based compensation | 784 | 784 | |||||||
Unrealized loss on available-for-sale securities | 0 | ||||||||
Foreign currency translation adjustment | 251 | 251 | |||||||
Recognition of beneficial conversion feature related to convertible notes | 1,126 | 1,126 | |||||||
Stock option exercises (in shares) | 1,392,494 | ||||||||
Stock option exercises | 2,750 | 2,750 | |||||||
Legacy warrant exercises (in shares) | 19,531 | ||||||||
Legacy warrant exercises | 397 | 397 | |||||||
Net loss | (82,553) | (82,553) | |||||||
Ending balance (in shares) at Mar. 31, 2021 | 41,614,810 | ||||||||
Ending balance at Mar. 31, 2021 | (254,654) | $ 4 | 235,677 | 59 | (490,394) | 0 | |||
Beginning balance (in shares) at Dec. 31, 2021 | 144,671,624 | ||||||||
Beginning balance at Dec. 31, 2021 | 667,827 | $ 14 | 1,176,845 | 20 | (509,052) | 0 | |||
Beginning balance (Accounting Standards Update 2020-06) at Dec. 31, 2021 | $ (129,381) | $ (130,979) | $ 1,598 | ||||||
Beginning balance (Accounting Standards Update 2016-13) at Dec. 31, 2021 | $ (573) | $ (573) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Common stock issued upon business combination (in shares) | 8,621,006 | ||||||||
Common stock issued upon business combination | 108,883 | $ 1 | 108,882 | ||||||
Stock option exercises, net of statutory tax withholdings (in shares) | 425,167 | ||||||||
Stock option exercises, net of statutory tax withholdings | (426) | (426) | |||||||
Stock-based compensation | 6,787 | 6,787 | |||||||
Unrealized loss on available-for-sale securities | (611) | (611) | |||||||
Foreign currency translation adjustment | (28) | (28) | |||||||
Acquisition of non-controlling interests | $ 141 | 141 | |||||||
Stock option exercises (in shares) | 631,050 | ||||||||
Net loss | $ (22,483) | (22,483) | |||||||
Ending balance (in shares) at Mar. 31, 2022 | 153,717,797 | ||||||||
Ending balance at Mar. 31, 2022 | $ 630,136 | $ 15 | $ 1,161,109 | $ (619) | $ (530,510) | $ 141 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
OPERATING ACTIVITIES | ||
Net loss | $ (22,483) | $ (82,553) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 8,725 | 5,079 |
Non-cash interest expense, including interest expenses associated with debt issuance costs | 456 | 3,902 |
Stock-based compensation | 6,265 | 760 |
Change in fair value of warrant liability and embedded derivative | 0 | 66,397 |
Noncash lease expense | 546 | 160 |
Accretion expense | 60 | 50 |
Impairment of energy storage systems | 171 | 613 |
Net (accretion of discount) amortization of premium on investments | 293 | 0 |
Income tax benefit from release of valuation allowance | (15,100) | 0 |
Other | (17) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (3,352) | (955) |
Inventory | (46,564) | (1,466) |
Other assets | (32,284) | (4,690) |
Contract origination costs | (1,670) | (779) |
Accounts payable and accrued expenses | 61,755 | 8,640 |
Deferred revenue | 17,705 | 2,992 |
Lease liabilities | (54) | (176) |
Other liabilities | (457) | 199 |
Net cash used in operating activities | (26,005) | (1,827) |
INVESTING ACTIVITIES | ||
Acquisition of AlsoEnergy, net of cash acquired | (532,839) | 0 |
Purchase of available-for-sale investments | (41,437) | 0 |
Sales/maturities of available-for-sale investments | 36,271 | 0 |
Purchase of energy storage systems | (108) | (1,525) |
Capital expenditures on internally-developed software | (3,537) | (1,238) |
Purchase of property and equipment | (1,278) | 0 |
Net cash used in investing activities | (542,928) | (2,763) |
FINANCING ACTIVITIES | ||
Proceeds from exercise of stock options and warrants | 347 | 2,894 |
Payments for taxes related to net share settlement of stock options | (773) | 0 |
Proceeds from financing obligations | 311 | 2,732 |
Repayment of financing obligations | (4,178) | (3,369) |
Proceeds from issuance of convertible notes, net of issuance costs of $0 and $8 for the three months ended March 31, 2022 and 2021, respectively | 0 | 1,118 |
Proceeds from issuance of notes payable, net of issuance costs of $0 and $101 for the three months ended March 31, 2022 and 2021, respectively | 6 | 3,879 |
Repayment of notes payable | 0 | (161) |
Net cash provided by (used in) financing activities | (4,287) | 7,093 |
Effect of exchange rate changes on cash and cash equivalents | (23) | 428 |
Net increase (decrease) in cash and cash equivalents | (573,243) | 2,931 |
Cash and cash equivalents, beginning of period | 747,780 | 6,942 |
Cash and cash equivalents, end of period | 174,537 | 9,873 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid for interest | 1,869 | 1,480 |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Change in asset retirement costs and asset retirement obligation | 27 | 37 |
Purchases of energy storage systems in accounts payable | 0 | 1,260 |
Conversion of accrued interest into outstanding note payable | 0 | 256 |
Settlement of warrant liability into preferred stock due to exercise | 0 | 253 |
Stock-based compensation capitalized to internal-use software | $ 522 | $ 24 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Convertible Notes | ||
Payment of debt issuance costs | $ 0 | $ 8 |
Notes Payable | ||
Payment of debt issuance costs | $ 0 | $ 101 |
BUSINESS
BUSINESS | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS | BUSINESS Description of the Business Stem, Inc. and its subsidiaries (together, “Stem” or the “Company”) is one of the largest digitally connected, intelligent energy storage networks, providing customers (i) with an energy storage system, sourced from leading, global battery original equipment manufacturers (“OEMs”), that the Company delivers through its partners, including solar project developers and engineering, procurement and construction firms and (ii) through its Athena® artificial intelligence (“AI”) platform (“Athena”), with ongoing software-enabled services to operate the energy storage systems for up to 20 years. In addition, in all the markets where the Company operates its customers’ systems, the Company has agreements to manage the energy storage systems using the Athena platform to participate in energy markets and to share the revenue from such market participation. The Company delivers its battery hardware and software-enabled services through its Athena platform to its customers. The Company’s hardware and recurring software-enabled services mitigate customer energy costs through services such as time-of-use and demand charge management optimization and by aggregating the dispatch of energy through a network of virtual power plants. The resulting network created by the Company’s growing customer base increases grid resilience and reliability through the real-time processing of market-based demand cycles, energy prices and other factors in connection with the deployment of renewable energy resources to such customers. Additionally, the Company’s energy storage solutions support renewable energy generation by alleviating grid intermittency issues and thereby reducing customer dependence on traditional, fossil fuel resources. On February 1, 2022, the Company acquired all of the issued and outstanding capital stock of Also Energy Holdings, Inc. (“AlsoEnergy”), which has been consolidated since the date of acquisition. Through AlsoEnergy, the Company provides end-to-end turnkey solutions that monitor and manage renewable energy systems through AlsoEnergy’s PowerTrack software. PowerTrack includes data acquisitions and monitoring, performance modelling, agency reporting, internal reports, work order tickets, and supervisory control and data acquisition (“SCADA”) controls. AlsoEnergy has deployed systems at various international locations, but its primary customer base is in the United States, Germany and Canada. See Note 6 — Business Combinations . The Company operated as Rollins Road Acquisition Company (f/k/a Stem, Inc.) (“Legacy Stem”) prior to the Merger (as defined below). Stem, Inc. was incorporated on March 16, 2009 in the State of Delaware and is headquartered in San Francisco, California. Star Peak Acquisition Corp. Merger On December 3, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Star Peak Transition Corp. (“STPK”), an entity listed on the New York Stock Exchange under the trade symbol “STPK,” and STPK Merger Sub Corp., a Delaware corporation and wholly - owned subsidiary of STPK (“Merger Sub”), providing for, among other things, and subject to the conditions therein, the combination of the Company and STPK pursuant to the merger of Merger Sub with and into the Company, with the Company continuing as the surviving entity (the “Merger”). On April 28, 2021, shareholders of STPK approved the Merger, under which Stem received approximately $550.3 million, net of fees and expenses as follows (in thousands): Recapitalization Cash — STPK trust and working capital cash $ 383,383 Cash — PIPE (as described below) 225,000 Less: transaction costs and advisory fees paid (58,061) Merger and PIPE financing $ 550,322 Immediately prior to the closing of the Merger, (i) all issued and outstanding shares of Legacy Stem preferred stock, par value $0.00001 per share (the “Legacy Stem Preferred Stock”), were converted into shares of Legacy Stem common stock, par value $0.000001 per share (the “Legacy Stem Common Stock”) in accordance with Legacy Stem’s amended and restated certificate of incorporation, (ii) all outstanding convertible promissory notes of Legacy Stem (the “Legacy Stem Convertible Notes”) were converted into Legacy Stem Preferred Stock in accordance with the terms of the Legacy Stem Convertible Notes and (iii) certain warrants issued by Legacy Stem to purchase Legacy Stem Common Stock and Legacy Stem Preferred Stock (the “Legacy Stem Warrants”) were exercised by holders into Legacy Stem Common Stock in accordance with the terms thereof. Upon the consummation of the Merger, each share of Legacy Stem common stock then issued and outstanding was canceled and converted into the right to receive shares of common stock of Stem using an exchange ratio of 4.6432 . In connection with the execution of the Merger Agreement, STPK entered into separate subscription agreements (each, a “Subscription Agreement”) with a number of investors (each a “Subscriber”), pursuant to which the Subscribers agreed to purchase, and STPK agreed to sell to the Subscribers, an aggregate of 22,500,000 shares of common stock (the “PIPE Shares”), for a purchase price of $10 per share and an aggregate purchase price of $225.0 million, in a private placement pursuant to the subscription agreements (the “PIPE”). The PIPE investment closed simultaneously with the consummation of the Merger. The Merger was accounted for as a reverse recapitalization in accordance with U.S. generally accepted accounting principles (“GAAP”). Under this method of accounting, STPK was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Merger was treated as the equivalent of Stem issuing stock for the net assets of STPK, accompanied by a recapitalization. The net liabilities of STPK of $302.2 million, comprised primarily of the warrant liabilities associated with the Public and Private Placement Warrants discussed in Note 11 — Warrants , are stated at historical cost, with no goodwill or other intangible assets recorded. Liquidity The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and with the instructions to Form 10-Q and Article 10 of the Regulation S-X, assuming the Company will continue as a going concern. As of March 31, 2022, the Company had cash and cash equivalents of $174.5 million, short-term investments of $177.3 million, an accumulated deficit of $530.5 million and net working capital of $339.1 million, with $14.2 million of financing obligations coming due within the next 12 months. During the three months ended March 31, 2022, the Company incurred a net loss of $22.5 million and had negative cash flows from operating activities of $26.0 million. However, the net proceeds from the Merger of $550.3 million, the proceeds of $145.3 million from the exercise of Public Warrants (as described in Note 11 — Warrants ), and the net proceeds of $445.7 million from the issuance of the Company’s 0.50% Green Convertible Senior Notes due 2028 (the “2028 Convertible Notes”) (as described in Note 10 — Convertible Promissory Notes ) provided the Company with a significant amount of cash proceeds. As discussed in Note 6 — Business Combinations , the Company acquired 100% of the issued and outstanding capital stock of AlsoEnergy for an aggregate purchase price of $653.0 million, including $544.1 million in cash and $108.9 million in common stock. The Company believes that its cash position is sufficient to meet capital and liquidity requirements for at least the next 12 months after the date that the financial statements are available to be issued. The Company’s business prospects are subject to risks, expenses, and uncertainties frequently encountered by companies in the early stages of commercial operations. Prior to the Merger, the Company had been funded primarily by equity financings, convertible promissory notes and borrowings from affiliates. The attainment of profitable operations is dependent upon future events, including securing new customers and maintaining current ones, securing and maintaining adequate supplier relationships, building its customer base, successfully executing its business and marketing strategy, obtaining adequate financing to complete the Company’s development activities, and hiring and retaining appropriate personnel. Failure to generate sufficient revenues, achieve planned gross margins and operating profitability, control operating costs, or secure additional funding may require the Company to modify, delay or abandon some of its planned future expansion or development, or to otherwise enact operating cost reductions available to management, which could have a material adverse effect on the Company’s business, operating results and financial condition. COVID-19 The ongoing COVID-19 pandemic has resulted and may continue to result in widespread adverse impacts on the global and U.S. economies. Ongoing g overnment and business responses to COVID-19, along with COVID-19 variants and the resurgence of related disruptions, could have a continued material adverse effect on economic and market conditions and trigger a period of continued global and U.S. economic slowdown. The Company’s industry is currently facing shortages and shipping delays affecting the supply of inverters, enclosures, battery modules and associated component parts for inverters and battery energy storage systems available for purchase. These shortages and delays can be attributed in part to the COVID-19 pandemic and resulting government action, as well as broader macroeconomic conditions that may persist once the immediate effects of the COVID-19 pandemic have subsided, and have been exacerbated by the ongoing conflict between Russia and Ukraine. While management believes that a majority of the Company’s suppliers have secured sufficient supply to permit them to continue delivery and installations through the end of 2022, if these shortages and delays persist into 2023, they could adversely affect the timing of when battery energy storage |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with GAAP for interim reporting and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the condensed balance sheet at December 31, 2021 has been derived from the audited financial statements at that date, but certain notes or other information that are normally required by GAAP have been omitted if they substantially duplicate the disclosures contained in the Company’s annual audited consolidated financial statements. In the opinion of Stem management, all normal and recurring adjustments considered necessary for a fair statement of the results for the interim period presented have been included in the accompanying unaudited financial statements. The unaudited condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, and consolidated variable interest entities (“VIEs”). The Company presents non-controlling interests within the equity section of its condensed consolidated balance sheets, and the amount of consolidated net income (loss) that is attributable to Stem and the non-controlling interest in its condensed consolidated statements of operations. All intercompany balances and transactions have been eliminated in consolidation. These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2021. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2022 or for any other future interim period or year. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Actual results could differ from those estimates and such differences could be material to the financial position and results of operations. Significant estimates and assumptions reflected in these unaudited condensed consolidated financial statements include, but are not limited to, depreciable life of energy systems; the amortization of financing obligations; deferred commissions and contract fulfillment costs; the valuation of energy storage systems, internally developed software, and asset retirement obligations; and the fair value of equity instruments, equity-based instruments, warrant liabilities, embedded derivatives and net assets acquired in a business combination. Segment Information Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is the CODM. The CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, management has determined that the Company operates as one operating segment that is focused exclusively on innovative technology services that transform the way energy is distributed and consumed. The operations acquired as part of the acquisition of AlsoEnergy have been included in the Company’s operating segment. Net assets outside of the U.S. were less than 10% of total net assets as of March 31, 2022 and December 31, 2021. Significant Customers A significant customer represents 10% or more of the Company’s total revenue or accounts receivable, net balance at each reporting date. For each significant customer, revenue as a percentage of total revenue and accounts receivable as a percentage of total accounts receivable are as follows: Accounts Receivable Revenue March 31, December 31, Three Months Ended March 31, 2022 2021 2022 2021 Customers: Customer A * 23 % * * Customer B 19 % 15 % 11 % 14 % Customer C * 13 % * * Customer D 15 % * 38 % * *Total less than 10% for the respective period. Fair Value of Financial Instruments Assets and liabilities recorded at fair value in the unaudited condensed consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). Hierarchical levels which are directly related to the amount of subjectivity associated with the inputs to the valuation of these assets or liabilities are as follows: Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date. Level 2 — Inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Level 3 — Unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement. The Company’s assessment of the significance of a specific input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. Financial assets and liabilities held by the Company measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 include cash and cash equivalents and short-term investments. Recently Adopted Accounting Standards The Company has adopted ASU 2020-06 Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40), effective January 1, 2022 using the modified retrospective approach. ASU 2020-06 simplifies the accounting for convertible instruments. The guidance removes certain accounting models which separate conversion features from the host contract for convertible instruments. As a result of the adoption of ASU 2020-06, the 2028 Convertible Notes are no longer bifurcated into separate liability and equity components in the March 31, 2022 condensed consolidated balance sheet. Rather, the $460.0 million principal amount of the Company’s 2028 Convertible Notes was classified as a liability in the March 31, 2022 condensed consolidated balance sheet. Upon adoption of ASU 2020-06, an adjustment was recorded to the 2028 Convertible Notes liability component, equity component (additional paid-in-capital) and accumulated deficit. The cumulative effect of the change was recognized as an adjustment to the opening balance of accumulated deficit at the date of adoption. The comparative information has not been restated and continues to be presented according to accounting standards in effect for those periods. This adjustment was calculated based on the carrying amount of the 2028 Convertible Notes as if it had always been treated only as a liability. Further, an adjustment was recorded to the debt discount and issuance costs as if these had always been treated as a contra liability only. Interest expense related to the accretion of the 2028 Convertible Notes is no longer recognized. Interest expense for the 2028 Convertible Notes for the three months ended March 31, 2022 would have been $3.7 million higher without the adoption of ASU 2020-06. As such, net loss attributable to the Company per common share for the three months ended March 31, 2022 is $0.02 lower due to the effect of adoption of ASU 2020-06. In June 2016, the FASB issued ASU 2016-13, Financial instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , and subsequent related ASUs, which amends the guidance on the impairment of financial instruments by requiring measurement and recognition of expected credit losses for financial assets held. This ASU is effective for public and private companies’ fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019, and December 15, 2022, respectively. As the Company is no longer an emerging growth company as of January 1, 2022, the Company adopted ASU 2016-13 effective on such date, utilizing the modified retrospective transition method. Upon adoption, the Company updated its impairment model to utilize a forward-looking current expected credit losses (“CECL”) model in place of the incurred loss methodology for financial instruments measured at amortized cost, primarily including its accounts receivable. The adoption did not have a material effect on the Company’s unaudited condensed consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . Under ASU 2021-08, an acquirer must recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. The Company early adopted ASU 2021-08 on a prospective basis effective January 1, 2022. As indicated in Note 6 — Business Combinations , the Company completed the acquisition of AlsoEnergy on February 1, 2022. The adoption of ASU 2021-08 resulted in the recognition of deferred revenue at amounts consistent with those recorded by the acquiree immediately before the acquisition date rather than at fair value. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 was effective for public entities for interim and annual periods beginning after December 15, 2020, with early adoption permitted. ASU 2019-12 will be effective for private entities for annual periods beginning after December 15, 2021, and interim periods beginning after December 15, 2020, with early adoption permitted. The Company adopted ASU 2019-12 effective May 1, 2021. The adoption of this standard did not have a material impact on the Company’s unaudited condensed consolidated financial statements. |
REVENUE
REVENUE | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE Disaggregation of Revenue The following table provides information on the disaggregation of revenue as recorded in the consolidated statements of operations (in thousands): Three Months Ended 2022 2021 Hardware revenue $ 31,123 $ 10,539 Services revenue 9,965 4,881 Total revenue $ 41,088 $ 15,420 The table above includes AlsoEnergy’s hardware and services revenue of $4.8 million and $4.8 million, respectively, for the three months ended March 31, 2022. The following table summarizes reportable revenue by geographic regions determined based on the location of the customers (in thousands) : Three Months Ended 2022 United States $ 39,458 Rest of the world 1,630 Total revenue $ 41,088 Remaining Performance Obligations Remaining performance obligations represent contracted revenue that has not been recognized, which include contract liabilities (deferred revenue) and amounts that will be billed and recognized as revenue in future periods. As of March 31, 2022, the Company had $313.6 million of remaining performance obligations, and the approximate percentages expected to be recognized as revenue in the future are as follows (in thousands, except percentages): Total remaining Percent Expected to be Recognized as Revenue Less than Two to Greater than Service revenue $ 232,136 18 % 51 % 31 % Hardware revenue 81,427 100 % — % — % Total revenue $ 313,563 Contract Balances Deferred revenue primarily includes cash received in advance of revenue recognition related to energy optimization services and incentives. The following table presents the changes in the deferred revenue balance during the three months ended March 31, 2022 (in thousands): Beginning balance as of January 1, 2022 $ 37,443 Deferred revenue acquired upon business combination 49,626 Upfront payments received from customers 35,050 Upfront or annual incentive payments received 2,895 Revenue recognized related to amounts that were included in beginning balance of deferred revenue (2,938) Revenue recognized related to amounts that were included in acquired balance of deferred revenue (3,338) Revenue recognized related to deferred revenue generated during the period (13,965) Ending balance as of March 31, 2022 $ 104,773 |
SHORT-TERM INVESTMENTS
SHORT-TERM INVESTMENTS | 3 Months Ended |
Mar. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
SHORT-TERM INVESTMENTS | SHORT-TERM INVESTMENTS The following tables summarize the estimated fair value of the Company’s short-term investments and the gross unrealized holding gains and losses as of March 31, 2022 and December 31, 2021 (in thousands): As of March 31, 2022 Amortized cost Unrealized gain Unrealized Loss Estimated Fair Value Corporate debt securities $ 37,917 $ 1 $ (241) $ 37,677 Commercial paper 18,741 — — 18,741 U.S. government bonds 84,324 — (512) 83,812 Certificate of deposits 17,347 2 — 17,349 Treasury bills 17,228 — (9) 17,219 Agency bonds 2,499 — (24) 2,475 Total short-term investments $ 178,056 $ 3 $ (786) $ 177,273 As of December 31, 2021 Amortized cost Unrealized gain Unrealized Loss Estimated Fair Value Corporate debt securities $ 42,174 $ 11 $ (52) $ 42,133 Commercial paper 20,743 — — 20,743 U.S. government bonds 86,265 — (135) 86,130 Certificate of deposits 21,501 6 — 21,507 Agency bonds 2,500 — (5) 2,495 Total short-term investments $ 173,183 $ 17 $ (192) $ 173,008 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Fair value accounting is applied for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. At March 31, 2022 and December 31, 2021, the carrying amount of accounts receivable, other current assets, accounts payable, and accrued and other current liabilities approximated their estimated fair value due to their relatively short maturities. There were no assets or liabilities classified as Level 3 as of March 31, 2022. The following table provides the financial instruments measured at fair value (in thousands): March 31, 2022 Level 1 Level 2 Level 3 Fair Value Assets Cash equivalents: Money market fund $ 9,931 $ — $ — $ 9,931 Commercial paper — 12,595 — 12,595 Total cash equivalents 9,931 12,595 — 22,526 Debt securities: Corporate debt securities — 37,677 — 37,677 Commercial paper — 18,741 — 18,741 U.S. government bonds — 83,812 — 83,812 Certificate of deposits — 17,349 — 17,349 Treasury bills — 17,219 — 17,219 Agency bonds — 2,475 — 2,475 Total financial assets $ 9,931 $ 189,868 $ — $ 199,799 December 31, 2021 Level 1 Level 2 Level 3 Fair Value Assets Cash equivalents: Money market fund $ 127,261 $ — $ — $ 127,261 Debt securities: Corporate debt securities — 42,133 — 42,133 Commercial paper — 20,743 — 20,743 U.S. government bonds — 86,130 — 86,130 Certificate of deposits — 21,507 — 21,507 Other — 2,495 — 2,495 Total financial assets $ 127,261 $ 173,008 $ — $ 300,269 |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS On February 1, 2022, Stem, Inc. acquired 100% of the outstanding shares of AlsoEnergy. AlsoEnergy provides end-to-end turnkey solutions that monitor and manage renewable energy systems. AlsoEnergy has deployed systems at various international locations, but its largest customer bases are in the United States, Germany and Canada. The combined company delivers a one-stop-shop solution for front-of-meter and commercial and industrial (“C&I”) customers with solar and storage needs. The total consideration to acquire AlsoEnergy was $653.0 million, comprised of $544.1 million paid in cash and $108.9 million in the form of 8,621,006 shares of the Company’s common stock. The Company incurred $6.1 million of transaction costs related to the acquisition of AlsoEnergy, which were recorded in general and administrative expense during the three months ended March 31, 2022. The following table summarizes the purchase price as a part of the acquisition of AlsoEnergy (in thousands): Purchase Price Cash consideration (1) $ 544,059 Equity consideration 108,883 Total consideration $ 652,942 (1) As of March 31, 2022, there was approximately $1.1 million of unpaid cash consideration relating to certain shareholders of AlsoEnergy. Assets acquired and liabilities assumed are recorded based on valuations derived from estimated fair value assessments and assumptions used by the Company. The Company believes that its estimates and assumptions underlying the valuations are reasonable. However, different estimates and assumptions could result in different valuations assigned to the individual assets acquired and liabilities assumed, and the resulting amount of goodwill. The following table summarizes the fair values of assets acquired and liabilities assumed in the acquisition of AlsoEnergy at the date of acquisition (in thousands): Assets Acquired Cash $ 10,135 Accounts receivable 9,614 Other current assets 1,795 Inventory 3,701 Operating leases right-of-use assets 1,333 Separately identifiable intangible assets acquired other than goodwill 152,100 Other non-current assets 1,032 Total identifiable assets acquired 179,710 Liabilities Assumed Accounts payable 1,985 Other current liabilities 1,596 Accrued payroll 2,533 Deferred revenue, current portion 17,486 Lease liabilities, current portion 431 Deferred revenue, noncurrent 32,140 Lease liability, noncurrent 902 Deferred tax liability 15,476 Other noncurrent liabilities 150 Total liabilities assumed 72,699 Total net identifiable assets acquired 107,011 Goodwill 545,931 Total consideration $ 652,942 Based on the accounting guidance provided in ASC 805, the Company accounted for the acquisition of AlsoEnergy as a business combination in which the Company determined that AlsoEnergy was a business. The Company's purchase price allocation for the acquisition of AlsoEnergy is preliminary and subject to revision as additional information about the fair value of the assets and liabilities becomes available. The fair values assigned to tangible and intangible assets acquired, and liabilities assumed, are based on management’s estimates and assumptions and may be subject to change as additional information is received. Additional information that existed as of the closing date but not known at the time of this filing may become known to the Company during the remainder of the 12-month measurement period. The Company will continue to collect information and reevaluate these estimates and assumptions quarterly. The following table and accompanying paragraphs below summarize the intangible assets acquired, their fair value as of the acquisition date, and their estimated useful lives for amortizable intangible (in thousands, except estimated useful life, which is in years): Fair Value Useful Life Trade name $ 11,300 7 Customer relationships 106,800 12 Backlog 3,900 1.1 Developed technology 30,100 7 Separately identifiable intangible assets acquired other than goodwill $ 152,100 Trade names include the AlsoEnergy and Powertrack trade names, which were measured at fair value using the relief-from-royalty method. Customer relationships represent the estimated fair values of the underlying relationship with AlsoEnergy customers measured using the multiple-period excess earnings method under the income approach. Backlog relates to subscriptions contracts that were measured at fair value using the multiple-period excess earnings method under the income approach. Developed technology represents the preliminary fair value of AlsoEnergy’s renewable energy platform that was measured using the relief-from-royalty method of the income approach. The amortization expense for all acquired intangible assets will be recognized on a straight-line basis over their respective estimated useful lives. Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired. The acquisition of AlsoEnergy resulted in the recognition of $545.9 million of goodwill. The Company believes that goodwill acquired primarily consists of expanded market and product opportunities, including acceleration of growth of renewable energy onto the power grid, expanded value for the Company’s customers to manage and optimize combined solar and energy storage systems through the vertical integration of software solutions, as well as access of the Company’s product offerings to international markets. Goodwill created as a result of the acquisition of AlsoEnergy is not expected to be deductible for tax purposes. A net deferred tax liability of $15.5 million was established for the intangible assets acquired net of deferred tax assets, which primarily consists of net operating loss carryforwards and deferred revenue. Goodwill has been allocated to the Company’s single reporting unit. The Company included the financial results of AlsoEnergy in its unaudited condensed consolidated financial statements from the acquisition date, which contributed $9.6 million and $3.5 million of revenue and net loss, respectively, during the three months ended March 31, 2022. Unaudited Pro Forma Financial Information The following unaudited pro forma financial information summarizes the combined results of operations for the Company and AlsoEnergy, as if the acquisition had occurred on January 1, 2021. The pro forma financial information is as follows (in thousands): (Unaudited) Three Months Ended March 31, 2022 2021 Total revenue $ 44,924 $ 27,573 Net loss $ (30,469) $ (94,158) The pro forma financial information for the periods presented above has been calculated after adjusting the results of AlsoEnergy to reflect the business combination accounting effects resulting from this acquisition, including the elimination of transaction costs incurred by the Company, amortization expense from acquired intangible assets, and settlement of stock option awards. The historical consolidated financial statements have been adjusted in the pro forma combined financial statements to give effect to pro forma events that are directly attributable to the business combination. The pro forma financial information is for informational purposes only, and is not indicative of either future results of operations, or results that may have been achieved had the acquisition been consummated as of this date. |
GOODWILL AND INTANGIBLE ASSETS,
GOODWILL AND INTANGIBLE ASSETS, NET | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS, NET | GOODWILL AND INTANGIBLE ASSETS, NET Goodwill Goodwill consists of the following (in thousands): March 31, December 31, 2022 2021 Goodwill $ 547,557 $ 1,625 Effect of foreign currency translation 143 116 Total goodwill $ 547,700 $ 1,741 Intangible Assets, Net Intangible assets, net, consists of the following (in thousands): March 31, December 31, 2022 2021 Developed technology $ 30,600 $ 500 Trade name 11,300 — Customer relationships 106,800 — Backlog 3,900 — Internally developed software 33,772 29,706 Intangible assets 186,372 30,206 Less: Accumulated amortization (20,576) (16,276) Add: Currency translation adjustment 44 36 Total intangible assets, net $ 165,840 $ 13,966 Amortization expense for intangible assets was $4.4 million and $1.4 million for the three months ended March 31, 2022 and 2021, respectively . |
ENERGY STORAGE SYSTEMS, NET
ENERGY STORAGE SYSTEMS, NET | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
ENERGY STORAGE SYSTEMS, NET | ENERGY STORAGE SYSTEMS, NET Energy Storage Systems, Net Energy storage systems, net, consists of the following (in thousands): March 31, December 31, 2022 2021 Energy storage systems placed into service $ 143,134 $ 143,592 Less: accumulated depreciation (48,582) (45,250) Energy storage systems not yet placed into service 7,768 7,772 Total energy storage systems, net $ 102,320 $ 106,114 Depreciation expense for energy storage systems was approximately $4.3 million and $3.8 million for the three months ended March 31, 2022 and 2021, respectively. Depreciation expense is recognized in cost of service revenue. |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTES PAYABLE Revolving Loan Due to SPE Member In April 2017, the Company entered into a revolving loan agreement with an affiliate of a member of certain of the Company’s special purpose entities (“SPE”). This agreement was, from time to time, subsequently amended. The purpose of this revolving loan agreement was to finance the Company’s purchase of hardware for its various energy storage system projects. The agreement had a total revolving loan capacity of $45.0 million that bore fixed interest at 10% with a maturity date of June 2020. In May 2020, concurrent with the 2020 Credit Agreement discussed below, the Company entered into an amendment to the revolving loan agreement, which reduced the loan capacity to $35.0 million and extended the maturity date to May 2021. The amendment increased the fixed interest rate for any borrowings outstanding more than nine months to 14% thereafter. Additionally, under the original terms of the revolving loan agreement, the Company was able to finance 100% of the value of the hardware purchased up to the total loan capacity. The amendment reduced the advance rate to 85%, with an additional reduction to 70% in August 2020. The amendment was accounted for as a modification of the debt, which did not have a material impact on the unaudited condensed consolidated financial statements. In April 2021, the Company repaid the remaining outstanding balance of this facility with the proceeds received from the Merger. The facility was terminated after the repayment in April 2021. Term Loan Due to Former Non-Controlling Interest Holder In June 2018, the Company acquired the outstanding member interests of an entity controlled by the Company for $8.1 million. The Company financed this acquisition by entering into a term loan agreement with the noncontrolling member bearing fixed interest of 4.5% per quarter (18.0% per annum) on the outstanding principal balance. The loan required fixed quarterly payments throughout the term of the loan, which was scheduled to be paid in full by April 1, 2026. In May 2020, the Company amended the term loan and, using the proceeds from the 2020 Credit Agreement discussed below, prepaid $1.5 million of principal and interest on the note, of which $1.0 million was towards the outstanding principal balance, thereby reducing the fixed quarterly payment due to the lender. In relation to this amendment, the Company was required to issue warrants for 400,000 shares of common stock resulting in a discount to the term loan of $0.2 million. In April 2021, the Company repaid the remaining outstanding balance of this facility with the proceeds received from the Merger. Upon prepayment of this facility, the Company incurred $2.6 million in prepayment penalties that were recorded to loss on extinguishment of debt in the Company’s statement of operations. The facility was terminated after the repayment in April 2021. 2020 Credit Agreement In May 2020, the Company entered into a credit agreement (“2020 Credit Agreement”) with a new lender that provided the Company with proceeds of $25.0 million to provide the Company with access to working capital towards the purchase of energy storage system equipment. The 2020 Credit Agreement has a maturity date of the earlier of (1) May 2021, (2) the maturity date of the revolving loan agreement, or (3) the maturity date of the convertible promissory notes discussed below. The loan bore interest of 12% per annum, of which 8% was paid in cash and 4% added back to principal of the loan balance every quarter. The Company used a portion of the proceeds towards payments associated with existing debt as previously discussed. In April 2021, the Company repaid the remaining outstanding balance of this facility with the proceeds received from the Merger. Upon prepayment of this facility, the Company incurred $1.4 million in prepayment penalties that were recorded to loss on extinguishment of debt in the Company’s statement of operations. The facility was terminated after the repayment in April 2021. 2021 Credit Agreement In January 2021, the Company, through a wholly owned Canadian entity, entered into a credit agreement to provide a total of $2.7 million towards the financing of certain energy storage systems. The credit agreement is structured on a non-recourse basis and the system will be operated by the Company. The credit agreement has a stated interest of 5.45% and a maturity date of June 2031. The Company received an advance under the credit agreement of $1.8 million in January 2021. The repayment of advances received under this credit agreement is determined by the lender based on the proceeds generated by the Company through the operation of the underlying energy storage systems. As of March 31, 2022, and December 31, 2021, the outstanding balance was $1.9 million. The Company was in compliance with all covenants contained in the 2021 Credit Agreement as of March 31, 2022. The Company’s outstanding debt consisted of the following as of March 31, 2022 (in thousands): March 31, 2022 Outstanding principal $ 1,932 Unamortized discount (213) Carrying value of debt $ 1,719 As of December 31, 2020, the Company had various convertible notes outstanding to investors. The Company refers to the collective group of all such note instruments as the “Pre-Merger Convertible Promissory Notes.” As of December 31, 2020, these Pre-Merger Convertible Promissory Notes had a balance of $67.6 million. During the year ended December 31, 2021, the Company issued additional convertible notes, including convertible promissory notes issued and sold in January 2021 (the “Q1 2021 Convertible Notes”) and the 2028 Convertible Notes. Upon effectiveness of the Merger on April 28, 2021, all outstanding Pre-Merger Convertible Promissory Notes and the Q1 2021 Convertible Notes were converted to common stock and cancelled (see “—Conversion and Cancellation of Convertible Promissory Notes Upon Merger” below). As of December 31, 2021, the Pre-Merger Convertible Promissory Notes and the Q1 2021 Convertible Notes were no longer outstanding. Q1 2021 Convertible Notes In January 2021, the Company issued and sold the Q1 2021 Convertible Notes under the same terms as the then existing Pre-Merger Convertible Promissory Notes to various investors with aggregate gross proceeds of $1.1 million. The Company evaluated the conversion option within the Q1 2021 Convertible Notes and determined the effective conversion price was beneficial to the note holders. Conversion and Cancellation of Convertible Promissory Notes Upon Merger Immediately prior to the effectiveness of the Merger, the entire balance of the Company’s outstanding Pre-Merger Convertible Promissory Notes and the Q1 2021 Convertible Notes issued by Legacy Stem automatically converted into shares of Legacy Stem Common Stock. Upon the effectiveness of the Merger, these shares of Legacy Stem Common Stock automatically converted into 10,921,548 shares of common stock of Stem. The balance associated with the outstanding Pre-Merger Convertible Promissory Notes and the Q1 2021 Convertible Notes totaling $77.7 million, including $7.7 million of interest accrued on the notes through the date of Merger, was reclassified to additional paid-in-capital. The unamortized portion of the debt discount associated with the outstanding Q1 2021 Convertible Notes totaling $1.1 million was fully expensed to loss on extinguishment of debt on the Company’s statement of operations. 2028 Convertible Notes and Capped Call Options 2028 Convertible Notes On November 22, 2021, the Company issued $460.0 million aggregate principal amount of its 2028 Convertible Notes in a private placement offering to qualified institutional buyers (the “Initial Purchasers”) pursuant to Rule 144A under the Securities Act of 1933, as amended. The 2028 Convertible Notes are senior, unsecured obligations of the Company and bear interest at a rate of 0.5% per year, payable in cash semi-annually in arrears in June and December of each year, beginning in June 2022. The notes will mature on December 1, 2028, unless earlier repurchased, redeemed or converted in accordance with their terms prior to such date. Upon conversion, the Company may choose to pay or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock. The Notes are redeemable for cash at the Company’s option at any time given certain conditions (as discussed below), at an initial conversion rate of 34.1965 shares of common stock per $1,000 principal amount of 2028 Convertible Notes, which is equivalent to an initial conversion price of approximately $29.24 (the “2028 Conversion Price”) per share of the Company’s common stock. The conversion rate is subject to customary adjustments for certain events as described in the Indenture. The Company may redeem for cash all or any portion of the 2028 Convertible Notes, at the Company’s option, on or after December 5, 2025 if the last reported sale price of the Company’s common stock has been at least 130% of the 2028 Conversion Price then in effect for at least 20 trading days at a redemption price equal to 100% of the principal amount of the 2028 Convertible Notes to be redeemed, plus accrued and unpaid interest. The Company’s net proceeds from this offering were approximately $445.7 million, after deducting the Initial Purchasers’ discounts and debt issuance costs. To minimize the impact of potential dilution to the Company’s common stockholders upon conversion of the 2028 Convertible Notes, the Company entered into separate capped calls transactions (the “Capped Calls”) as described below. Upon adoption of ASU 2020-06, the Company allocated all of the debt discount to long-term debt. The debt discount is amortized to interest expense using the effective interest method, computed to be 0.9%, over the life of the 2028 Convertible Notes or approximately its seven-year term. The outstanding 2028 Convertible Notes balances as of March 31, 2022 are summarized in the following table (in thousands): March 31, 2022 Long Term Debt Outstanding principal $ 460,000 Unamortized initial purchaser’s debt discount and debt issuance cost (13,582) Net carrying amount $ 446,418 The following table presents total interest expense recognized related to the 2028 Convertible Notes during the three months ended March 31, 2022 (in thousands) : March 31, 2022 Cash interest expense Contractual interest expense $ 575 Non-cash interest expense Amortization of debt discount and debt issuance cost 495 Total interest expense $ 1,070 Capped Call Options On November 17, 2021, in connection with the pricing of the 2028 Convertible Notes, and on November 19, 2021, in connection with the exercise in full by the Initial Purchasers of their option to purchase additional Notes, the Company entered into Capped Calls with certain counterparties. The Company used $66.7 million of the net proceeds to pay the cost of the Capped Calls. The Capped Calls have an initial strike price of $29.2428 per share, which corresponds to the initial conversion price of the 2028 Convertible Notes and is subject to anti-dilution adjustments. The Capped Calls have a cap price of $49.6575 per share, subject to certain adjustments. The Capped Calls are considered separate transactions entered into by and between the Company and the Capped Calls counterparties, and are not part of the terms of the 2028 Convertible Notes. The Company recorded a reduction to additional paid-in capital of $66.7 million during the year ended December 31, 2021 related to the premium payments for the Capped Calls. These instruments meet the conditions outlined in ASC 815 to be classified in stockholders’ equity and are not subsequently remeasured as long as the conditions for equity classification continue to be met. |
CONVERTIBLE PROMISSORY NOTES
CONVERTIBLE PROMISSORY NOTES | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE PROMISSORY NOTES | NOTES PAYABLE Revolving Loan Due to SPE Member In April 2017, the Company entered into a revolving loan agreement with an affiliate of a member of certain of the Company’s special purpose entities (“SPE”). This agreement was, from time to time, subsequently amended. The purpose of this revolving loan agreement was to finance the Company’s purchase of hardware for its various energy storage system projects. The agreement had a total revolving loan capacity of $45.0 million that bore fixed interest at 10% with a maturity date of June 2020. In May 2020, concurrent with the 2020 Credit Agreement discussed below, the Company entered into an amendment to the revolving loan agreement, which reduced the loan capacity to $35.0 million and extended the maturity date to May 2021. The amendment increased the fixed interest rate for any borrowings outstanding more than nine months to 14% thereafter. Additionally, under the original terms of the revolving loan agreement, the Company was able to finance 100% of the value of the hardware purchased up to the total loan capacity. The amendment reduced the advance rate to 85%, with an additional reduction to 70% in August 2020. The amendment was accounted for as a modification of the debt, which did not have a material impact on the unaudited condensed consolidated financial statements. In April 2021, the Company repaid the remaining outstanding balance of this facility with the proceeds received from the Merger. The facility was terminated after the repayment in April 2021. Term Loan Due to Former Non-Controlling Interest Holder In June 2018, the Company acquired the outstanding member interests of an entity controlled by the Company for $8.1 million. The Company financed this acquisition by entering into a term loan agreement with the noncontrolling member bearing fixed interest of 4.5% per quarter (18.0% per annum) on the outstanding principal balance. The loan required fixed quarterly payments throughout the term of the loan, which was scheduled to be paid in full by April 1, 2026. In May 2020, the Company amended the term loan and, using the proceeds from the 2020 Credit Agreement discussed below, prepaid $1.5 million of principal and interest on the note, of which $1.0 million was towards the outstanding principal balance, thereby reducing the fixed quarterly payment due to the lender. In relation to this amendment, the Company was required to issue warrants for 400,000 shares of common stock resulting in a discount to the term loan of $0.2 million. In April 2021, the Company repaid the remaining outstanding balance of this facility with the proceeds received from the Merger. Upon prepayment of this facility, the Company incurred $2.6 million in prepayment penalties that were recorded to loss on extinguishment of debt in the Company’s statement of operations. The facility was terminated after the repayment in April 2021. 2020 Credit Agreement In May 2020, the Company entered into a credit agreement (“2020 Credit Agreement”) with a new lender that provided the Company with proceeds of $25.0 million to provide the Company with access to working capital towards the purchase of energy storage system equipment. The 2020 Credit Agreement has a maturity date of the earlier of (1) May 2021, (2) the maturity date of the revolving loan agreement, or (3) the maturity date of the convertible promissory notes discussed below. The loan bore interest of 12% per annum, of which 8% was paid in cash and 4% added back to principal of the loan balance every quarter. The Company used a portion of the proceeds towards payments associated with existing debt as previously discussed. In April 2021, the Company repaid the remaining outstanding balance of this facility with the proceeds received from the Merger. Upon prepayment of this facility, the Company incurred $1.4 million in prepayment penalties that were recorded to loss on extinguishment of debt in the Company’s statement of operations. The facility was terminated after the repayment in April 2021. 2021 Credit Agreement In January 2021, the Company, through a wholly owned Canadian entity, entered into a credit agreement to provide a total of $2.7 million towards the financing of certain energy storage systems. The credit agreement is structured on a non-recourse basis and the system will be operated by the Company. The credit agreement has a stated interest of 5.45% and a maturity date of June 2031. The Company received an advance under the credit agreement of $1.8 million in January 2021. The repayment of advances received under this credit agreement is determined by the lender based on the proceeds generated by the Company through the operation of the underlying energy storage systems. As of March 31, 2022, and December 31, 2021, the outstanding balance was $1.9 million. The Company was in compliance with all covenants contained in the 2021 Credit Agreement as of March 31, 2022. The Company’s outstanding debt consisted of the following as of March 31, 2022 (in thousands): March 31, 2022 Outstanding principal $ 1,932 Unamortized discount (213) Carrying value of debt $ 1,719 As of December 31, 2020, the Company had various convertible notes outstanding to investors. The Company refers to the collective group of all such note instruments as the “Pre-Merger Convertible Promissory Notes.” As of December 31, 2020, these Pre-Merger Convertible Promissory Notes had a balance of $67.6 million. During the year ended December 31, 2021, the Company issued additional convertible notes, including convertible promissory notes issued and sold in January 2021 (the “Q1 2021 Convertible Notes”) and the 2028 Convertible Notes. Upon effectiveness of the Merger on April 28, 2021, all outstanding Pre-Merger Convertible Promissory Notes and the Q1 2021 Convertible Notes were converted to common stock and cancelled (see “—Conversion and Cancellation of Convertible Promissory Notes Upon Merger” below). As of December 31, 2021, the Pre-Merger Convertible Promissory Notes and the Q1 2021 Convertible Notes were no longer outstanding. Q1 2021 Convertible Notes In January 2021, the Company issued and sold the Q1 2021 Convertible Notes under the same terms as the then existing Pre-Merger Convertible Promissory Notes to various investors with aggregate gross proceeds of $1.1 million. The Company evaluated the conversion option within the Q1 2021 Convertible Notes and determined the effective conversion price was beneficial to the note holders. Conversion and Cancellation of Convertible Promissory Notes Upon Merger Immediately prior to the effectiveness of the Merger, the entire balance of the Company’s outstanding Pre-Merger Convertible Promissory Notes and the Q1 2021 Convertible Notes issued by Legacy Stem automatically converted into shares of Legacy Stem Common Stock. Upon the effectiveness of the Merger, these shares of Legacy Stem Common Stock automatically converted into 10,921,548 shares of common stock of Stem. The balance associated with the outstanding Pre-Merger Convertible Promissory Notes and the Q1 2021 Convertible Notes totaling $77.7 million, including $7.7 million of interest accrued on the notes through the date of Merger, was reclassified to additional paid-in-capital. The unamortized portion of the debt discount associated with the outstanding Q1 2021 Convertible Notes totaling $1.1 million was fully expensed to loss on extinguishment of debt on the Company’s statement of operations. 2028 Convertible Notes and Capped Call Options 2028 Convertible Notes On November 22, 2021, the Company issued $460.0 million aggregate principal amount of its 2028 Convertible Notes in a private placement offering to qualified institutional buyers (the “Initial Purchasers”) pursuant to Rule 144A under the Securities Act of 1933, as amended. The 2028 Convertible Notes are senior, unsecured obligations of the Company and bear interest at a rate of 0.5% per year, payable in cash semi-annually in arrears in June and December of each year, beginning in June 2022. The notes will mature on December 1, 2028, unless earlier repurchased, redeemed or converted in accordance with their terms prior to such date. Upon conversion, the Company may choose to pay or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock. The Notes are redeemable for cash at the Company’s option at any time given certain conditions (as discussed below), at an initial conversion rate of 34.1965 shares of common stock per $1,000 principal amount of 2028 Convertible Notes, which is equivalent to an initial conversion price of approximately $29.24 (the “2028 Conversion Price”) per share of the Company’s common stock. The conversion rate is subject to customary adjustments for certain events as described in the Indenture. The Company may redeem for cash all or any portion of the 2028 Convertible Notes, at the Company’s option, on or after December 5, 2025 if the last reported sale price of the Company’s common stock has been at least 130% of the 2028 Conversion Price then in effect for at least 20 trading days at a redemption price equal to 100% of the principal amount of the 2028 Convertible Notes to be redeemed, plus accrued and unpaid interest. The Company’s net proceeds from this offering were approximately $445.7 million, after deducting the Initial Purchasers’ discounts and debt issuance costs. To minimize the impact of potential dilution to the Company’s common stockholders upon conversion of the 2028 Convertible Notes, the Company entered into separate capped calls transactions (the “Capped Calls”) as described below. Upon adoption of ASU 2020-06, the Company allocated all of the debt discount to long-term debt. The debt discount is amortized to interest expense using the effective interest method, computed to be 0.9%, over the life of the 2028 Convertible Notes or approximately its seven-year term. The outstanding 2028 Convertible Notes balances as of March 31, 2022 are summarized in the following table (in thousands): March 31, 2022 Long Term Debt Outstanding principal $ 460,000 Unamortized initial purchaser’s debt discount and debt issuance cost (13,582) Net carrying amount $ 446,418 The following table presents total interest expense recognized related to the 2028 Convertible Notes during the three months ended March 31, 2022 (in thousands) : March 31, 2022 Cash interest expense Contractual interest expense $ 575 Non-cash interest expense Amortization of debt discount and debt issuance cost 495 Total interest expense $ 1,070 Capped Call Options On November 17, 2021, in connection with the pricing of the 2028 Convertible Notes, and on November 19, 2021, in connection with the exercise in full by the Initial Purchasers of their option to purchase additional Notes, the Company entered into Capped Calls with certain counterparties. The Company used $66.7 million of the net proceeds to pay the cost of the Capped Calls. The Capped Calls have an initial strike price of $29.2428 per share, which corresponds to the initial conversion price of the 2028 Convertible Notes and is subject to anti-dilution adjustments. The Capped Calls have a cap price of $49.6575 per share, subject to certain adjustments. The Capped Calls are considered separate transactions entered into by and between the Company and the Capped Calls counterparties, and are not part of the terms of the 2028 Convertible Notes. The Company recorded a reduction to additional paid-in capital of $66.7 million during the year ended December 31, 2021 related to the premium payments for the Capped Calls. These instruments meet the conditions outlined in ASC 815 to be classified in stockholders’ equity and are not subsequently remeasured as long as the conditions for equity classification continue to be met. |
WARRANTS
WARRANTS | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
WARRANTS | WARRANTS Legacy Stem Warrants Prior to the Merger, the Company had issued warrants to purchase shares of Legacy Stem’s preferred stock in conjunction with various debt financings. The Company has also issued warrants to purchase shares of Legacy Stem’s common stock. Upon effectiveness of the Merger, the Company had 50,207,439 warrants outstanding, of which substantially all were converted into 2,759,970 shares of common stock of Stem. Upon conversion of the warrants, the existing warrant liabilities were remeasured to fair value resulting in a gain on remeasurement of $100.9 million and a total warrant liability of $60.6 million, which was then reclassified to additional paid-in-capital. At March 31, 2022, there were 23,673 Legacy Stem Warrants outstanding. These instruments are exercisable into the Company’s common stock and are equity classified. Public Warrants and Private Placement Warrants As part of STPK’s initial public offering, under a Warrant Agreement dated as of August 20, 2020 (the “Warrant Agreement”) and, prior to the effectiveness of the Merger, STPK issued 12,786,168 warrants, each of which entitled the holder to purchase one share of common stock at an exercise price of $11.50 per share of common stock (the “Public Warrants”). Simultaneously with the closing of the initial public offering, STPK completed the private sale of 7,181,134 million warrants to STPK’s sponsor (the “Private Warrants”). Upon issuance, these warrants met the criteria for liability classification. Upon the effectiveness of the Merger, Stem assumed the outstanding Public Warrants and Private Warrants, which continued to meet the criteria for liability classification, resulting in assumed warrant liabilities of $185.9 million and $116.7 million, respectively, or a total warrant liability of $302.6 million. Such warrants were initially recorded at fair value and remeasured to fair value at each reporting period. The fair value of the Private Warrants was determined using the Black-Scholes method as well as a discount for lack of marketability. Black-Scholes inputs used to value the warrants are based on information from purchase agreements and within valuation reports prepared by an independent third party for the Company. Inputs include exercise price, selection of guideline public companies, volatility, fair value of common stock, expected dividend rate and risk-free interest rate. On June 25, 2021, the Company entered into an exchange agreement (the “Exchange Agreement”) with the holders of the 7,181,134 outstanding Private Placement Warrants, pursuant to which such holders received 4,683,349 shares of the Company’s common stock on June 30, 2021, in exchange for the cancellation of all outstanding Private Placement Warrants. The Exchange Shares were issued in reliance upon the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended. Immediately prior to the exchange, the Private Warrants were marked to fair value, resulting in a loss of $52.0 million. As a result of the Exchange Agreement, there are no Private Warrants outstanding. On August 20, 2021, the Company issued an irrevocable notice for redemption of all 12,786,129 of the Company’s outstanding public warrants at 5:00 p.m. Eastern time on September 20, 2021 (“Redemption Date”). Pursuant to the notice of redemption, holders exercised 12,638,723 Public Warrants for a purchase price of $11.50 per share, for proceeds to the Company of approximately $145.3 million. The Company redeemed all remaining outstanding Public Warrants that had not been exercised as of 5:00 p.m. Eastern time on the Redemption Date. As a result of the settlement of the Public Warrants, the Company recorded a gain of $134.9 million on the revaluation of the warrant liability. The Company also recorded a gain of $2.1 million on the redemption of unexercised Public Warrants. These gains are recorded in “change in fair value of warrants and embedded derivative” in the condensed consolidated statements of operation for the year ended December 31, 2021. The Public Warrants have been delisted from the NYSE, and there are no Public Warrants outstanding. Warrants Issued for Services On April 7, 2021, the Company entered into a strategic relationship with an existing shareholder not deemed to be a related party to jointly explore, on a non-exclusive basis possible business opportunities to advance projects in the United States, the United Kingdom, Europe and Asia. As consideration for the strategic relationship, upon closing of the Merger, the Company issued warrants to purchase 350,000 shares of the Company’s common stock at an exercise price of $0.01 per share. These warrants were deemed to have been fully earned as of the grant date. The warrants were valued at fair market value as of the grant date totaling $9.2 million and recorded to general and administrative expense in the Company’s statement of operations. In May 2021, all of these warrants were exercised for shares of the Company’s common stock. |
COMMON STOCK
COMMON STOCK | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
COMMON STOCK | COMMON STOCK As of March 31, 2022 , the Company had reserved shares of common stock for issuance as follows: March 31, Shares reserved for warrants 23,673 Options issued and outstanding 9,218,431 RSUs issued and outstanding 5,967,768 Shares available for future issuance under equity incentive plan 15,556,388 Conversion of 2028 Convertible Notes 20,842,773 Total 51,609,033 As of March 31, 2022, the Company had 23,722,254 shares of common stock reserved for future issuance under the Stem Inc. 2021 Equity Incentive Plan (the “2021 Plan”) |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Under both the Stem, Inc. 2009 Equity Incentive Plan (the “2009 Plan”) and the 2021 Plan (together the “Plans”), the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”) and other awards that are settled in shares of the Company’s common stock. The Plans permit net settlement of vested awards, pursuant to which the award holder forfeits a portion of the vested award to satisfy the purchase price (in the case of stock options), the holder’s withholding tax obligation, if any, or both. When the holder net settles the tax obligation, the Company pays the amount of the withholding tax to the U.S. government in cash, which is accounted for as an adjustment to additional paid-in-capital. The Company does not intend to grant new awards under the 2009 Plan. At March 31, 2022, 7,109,200 stock options were outstanding under the 2009 Plan. In May 2021, the Company began issuing awards under the 2021 Plan, with 23,722,254 shares reserved thereunder. Stock Options Under the Plans, the exercise price of an option cannot be less than 100% of the fair value of one share of common stock for incentive or non-qualified stock options, and not less than 110% of the fair value for stockholders owning greater than 10% of all classes of stock, as determined by the Company’s Board of Directors (the “Board”). Options under the Plans generally expire after 10 years. Under the Plans, the Compensation Committee of the Board determines when the options granted will become exercisable. Options granted under the Plans generally vest 1/4 one year from the grant date and then 1/48 each month over the following three years and are exercisable for 10 years from the date of the grant. The Plans allow for exercise of unvested options with repurchase rights over the restricted common stock issued at the original exercise price. The repurchase rights lapse at the same rate as the options vest. The following table summarizes the stock option activity for the period ended March 31, 2022: Number of Weighted- Weighted- Aggregate Balances as of December 31, 2021 8,766,466 $ 6.01 7.1 $ 123,570 Options granted 1,117,857 9.33 Options exercised (631,050) 2.17 Options forfeited (34,842) 18.46 Balances as of March 31, 2022 9,218,431 $ 6.63 7.2 $ 58,068 Options vested and exercisable — March 31, 2022 5,866,395 $ 2.68 6.2 $ 49,144 The weighted-average grant date fair value of stock options granted to employees was $5.84 during the three months ended March 31, 2022. The intrinsic value of options exercised was $5.5 million and $30.2 million during the three months ended March 31, 2022 and 2021, respectively. During the three months ended March 31, 2022, the Company issued 216,711 shares of common stock from the net settlement of 422,594 stock options and shares granted. The Company paid $0.8 million in withholding taxes in connection with the net share settlement of these awards. Restricted Stock Units RSUs represent a right to receive one share of the Company’s common stock. This right is both non-transferable and forfeitable unless and until certain conditions are satisfied. RSUs generally, either vest 100% on the third anniversary of the award grant date, or vest 1/4 per year over a four-year period, subject to continued employment through each anniversary. During the year ended December 31, 2021, the Company granted RSUs, which vest 1/5 per year over approximately a seven-year period starting in April 2024. The fair value of restricted stock units is determined on the grant date and is amortized over the vesting period on a straight-line basis. The following table summarizes the RSU activity for the period ended March 31, 2022: Number of Weighted-Average Balances as of December 31, 2021 1,799,677 $ 36.0 RSUs granted 4,170,543 9.2 RSUs vested — — RSUs forfeited (2,452) 26.4 Balances as of March 31, 2022 5,967,768 $ 17.2 The fair value of all RSUs granted during the three months ended March 31, 2022 was $38.1 million . Stock-Based Compensation The following table summarizes stock-based compensation expense recorded in each component of operating expenses in the Company’s consolidated statements of operations and comprehensive loss (in thousands): Three Months Ended 2022 2021 Sales and marketing $ 824 $ 84 Research and development 1,307 155 General and administrative 4,134 521 Total stock-based compensation expense $ 6,265 $ 760 |
NET LOSS PER SHARE
NET LOSS PER SHARE | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NET LOSS PER SHARE The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share amounts): Three Months Ended 2022 2021 Numerator - Basic: Net loss attributable to common stockholders, basic and diluted $ (22,483) $ (82,553) Denominator: Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 150,491,041 40,425,009 Net loss per share attributable to common stockholders, basic and diluted $ (0.15) $ (2.04) The following potentially dilutive shares were not included in the calculation of diluted shares outstanding for the periods presented as the effect would have been anti-dilutive: March 31, 2022 March 31, 2021 Outstanding convertible promissory notes — 10,861,947 Outstanding 2028 Convertible Notes 15,730,390 — Outstanding stock options 9,218,431 9,673,112 Outstanding warrants 23,673 10,813,138 Outstanding RSUs 5,967,768 — Total 30,940,262 31,348,197 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The following table reflects the Company's provision (benefit) for income taxes and the effective tax rates for the periods presented below (in thousands, except effective tax rate): Three Months Ended March 31, 2022 2021 Loss before provision for (benefit from) income taxes $ (37,696) $ (82,553) Provision for (benefit from) income taxes $ (15,213) $ — Effective tax rate 40.4 % — % For the three months ended March 31, 2022 , the Company recognized a benefit from income taxes of $15.2 million, representing an effective tax rate of 40.4%, which was higher than the statutory federal tax rate. The benefit from income taxes was due to the partial release of the Company’s valuation allowance on U.S. deferred tax assets, in connection with deferred tax liabilities resulting from intangible assets recognized in the acquisition of AlsoEnergy. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Contingencies The Company is party to various legal proceedings from time to time. A liability is accrued when a loss is both probable and can be reasonably estimated. Management believes that the probability of a material loss with respect to any currently pending legal proceeding is remote. However, litigation is inherently uncertain and it is not possible to definitively predict the ultimate disposition of any of these proceedings. The Company does not believe that there are any pending legal proceedings or other loss contingencies that will, either individually or in the aggregate, have a material adverse impact on the Company’s unaudited condensed consolidated financial statements. Commitments On February 1, 2022, as part of the acquisition of AlsoEnergy, the Company recognized a $1.3 million operating lease liability and corresponding operating lease right-of-use (“ROU”) asset, which are included in the condensed consolidated balance sheet as of March 31, 2022. The operating lease liability and operating lease ROU asset correspond to 15,847 and 13,947 square feet of leased office, manufacturing, laboratory and warehouse space in Boulder, Colorado and Longmont, Colorado, respectively. As of the acquisition date, the remaining lease terms for Boulder and Longmont are for 34 and 35 months, respectively. These lease agreements contemplate options to extend the non-cancelable lease term, which have been determined not reasonably certain to be exercised. Combined base rent for these two locations is $39,725 per month with escalating payments. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTSOn April 29, 2020, the Company filed a lawsuit against one of its insurers alleging breach of contract. On May 2, 2022, the Company received settlement proceeds of $1.1 million net of legal costs and fees. The Company considers this event a gain contingency, which will be recorded in the condensed consolidated statements of operations in the second quarter of 2022. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with GAAP for interim reporting and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the condensed balance sheet at December 31, 2021 has been derived from the audited financial statements at that date, but certain notes or other information that are normally required by GAAP have been omitted if they substantially duplicate the disclosures contained in the Company’s annual audited consolidated financial statements. In the opinion of Stem management, all normal and recurring adjustments considered necessary for a fair statement of the results for the interim period presented have been included in the accompanying unaudited financial statements. The unaudited condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, and consolidated variable interest entities (“VIEs”). The Company presents non-controlling interests within the equity section of its condensed consolidated balance sheets, and the amount of consolidated net income (loss) that is attributable to Stem and the non-controlling interest in its condensed consolidated statements of operations. All intercompany balances and transactions have been eliminated in consolidation. These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2021. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2022 or for any other future interim period or year. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Actual results could differ from those estimates and such differences could be material to the financial position and results of operations. Significant estimates and assumptions reflected in these unaudited condensed consolidated financial statements include, but are not limited to, depreciable life of energy systems; the amortization of financing obligations; deferred commissions and contract fulfillment costs; the valuation of energy storage systems, internally developed software, and asset retirement obligations; and the fair value of equity instruments, equity-based instruments, warrant liabilities, embedded derivatives and net assets acquired in a business combination. |
Segment Information | Segment Information Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is the CODM. The CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, management has determined that the Company operates as one |
Significant Customers | Significant CustomersA significant customer represents 10% or more of the Company’s total revenue or accounts receivable, net balance at each reporting date. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Assets and liabilities recorded at fair value in the unaudited condensed consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). Hierarchical levels which are directly related to the amount of subjectivity associated with the inputs to the valuation of these assets or liabilities are as follows: Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date. Level 2 — Inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Level 3 — Unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement. The Company’s assessment of the significance of a specific input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. Financial assets and liabilities held by the Company measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 include cash and cash equivalents and short-term investments. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards The Company has adopted ASU 2020-06 Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40), effective January 1, 2022 using the modified retrospective approach. ASU 2020-06 simplifies the accounting for convertible instruments. The guidance removes certain accounting models which separate conversion features from the host contract for convertible instruments. As a result of the adoption of ASU 2020-06, the 2028 Convertible Notes are no longer bifurcated into separate liability and equity components in the March 31, 2022 condensed consolidated balance sheet. Rather, the $460.0 million principal amount of the Company’s 2028 Convertible Notes was classified as a liability in the March 31, 2022 condensed consolidated balance sheet. Upon adoption of ASU 2020-06, an adjustment was recorded to the 2028 Convertible Notes liability component, equity component (additional paid-in-capital) and accumulated deficit. The cumulative effect of the change was recognized as an adjustment to the opening balance of accumulated deficit at the date of adoption. The comparative information has not been restated and continues to be presented according to accounting standards in effect for those periods. This adjustment was calculated based on the carrying amount of the 2028 Convertible Notes as if it had always been treated only as a liability. Further, an adjustment was recorded to the debt discount and issuance costs as if these had always been treated as a contra liability only. Interest expense related to the accretion of the 2028 Convertible Notes is no longer recognized. Interest expense for the 2028 Convertible Notes for the three months ended March 31, 2022 would have been $3.7 million higher without the adoption of ASU 2020-06. As such, net loss attributable to the Company per common share for the three months ended March 31, 2022 is $0.02 lower due to the effect of adoption of ASU 2020-06. In June 2016, the FASB issued ASU 2016-13, Financial instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , and subsequent related ASUs, which amends the guidance on the impairment of financial instruments by requiring measurement and recognition of expected credit losses for financial assets held. This ASU is effective for public and private companies’ fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019, and December 15, 2022, respectively. As the Company is no longer an emerging growth company as of January 1, 2022, the Company adopted ASU 2016-13 effective on such date, utilizing the modified retrospective transition method. Upon adoption, the Company updated its impairment model to utilize a forward-looking current expected credit losses (“CECL”) model in place of the incurred loss methodology for financial instruments measured at amortized cost, primarily including its accounts receivable. The adoption did not have a material effect on the Company’s unaudited condensed consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . Under ASU 2021-08, an acquirer must recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. The Company early adopted ASU 2021-08 on a prospective basis effective January 1, 2022. As indicated in Note 6 — Business Combinations , the Company completed the acquisition of AlsoEnergy on February 1, 2022. The adoption of ASU 2021-08 resulted in the recognition of deferred revenue at amounts consistent with those recorded by the acquiree immediately before the acquisition date rather than at fair value. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 was effective for public entities for interim and annual periods beginning after December 15, 2020, with early adoption permitted. ASU 2019-12 will be effective for private entities for annual periods beginning after December 15, 2021, and interim periods beginning after December 15, 2020, with early adoption permitted. The Company adopted ASU 2019-12 effective May 1, 2021. The adoption of this standard did not have a material impact on the Company’s unaudited condensed consolidated financial statements. |
BUSINESS (Tables)
BUSINESS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule Of Reverse Recapitalization | On April 28, 2021, shareholders of STPK approved the Merger, under which Stem received approximately $550.3 million, net of fees and expenses as follows (in thousands): Recapitalization Cash — STPK trust and working capital cash $ 383,383 Cash — PIPE (as described below) 225,000 Less: transaction costs and advisory fees paid (58,061) Merger and PIPE financing $ 550,322 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Customers | For each significant customer, revenue as a percentage of total revenue and accounts receivable as a percentage of total accounts receivable are as follows: Accounts Receivable Revenue March 31, December 31, Three Months Ended March 31, 2022 2021 2022 2021 Customers: Customer A * 23 % * * Customer B 19 % 15 % 11 % 14 % Customer C * 13 % * * Customer D 15 % * 38 % * *Total less than 10% for the respective period. |
REVENUE (Tables)
REVENUE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table provides information on the disaggregation of revenue as recorded in the consolidated statements of operations (in thousands): Three Months Ended 2022 2021 Hardware revenue $ 31,123 $ 10,539 Services revenue 9,965 4,881 Total revenue $ 41,088 $ 15,420 Three Months Ended 2022 United States $ 39,458 Rest of the world 1,630 Total revenue $ 41,088 |
Remaining Performance Obligations | As of March 31, 2022, the Company had $313.6 million of remaining performance obligations, and the approximate percentages expected to be recognized as revenue in the future are as follows (in thousands, except percentages): Total remaining Percent Expected to be Recognized as Revenue Less than Two to Greater than Service revenue $ 232,136 18 % 51 % 31 % Hardware revenue 81,427 100 % — % — % Total revenue $ 313,563 |
Contract Balances | The following table presents the changes in the deferred revenue balance during the three months ended March 31, 2022 (in thousands): Beginning balance as of January 1, 2022 $ 37,443 Deferred revenue acquired upon business combination 49,626 Upfront payments received from customers 35,050 Upfront or annual incentive payments received 2,895 Revenue recognized related to amounts that were included in beginning balance of deferred revenue (2,938) Revenue recognized related to amounts that were included in acquired balance of deferred revenue (3,338) Revenue recognized related to deferred revenue generated during the period (13,965) Ending balance as of March 31, 2022 $ 104,773 |
SHORT-TERM INVESTMENTS (Tables)
SHORT-TERM INVESTMENTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Short-Term Investments | The following tables summarize the estimated fair value of the Company’s short-term investments and the gross unrealized holding gains and losses as of March 31, 2022 and December 31, 2021 (in thousands): As of March 31, 2022 Amortized cost Unrealized gain Unrealized Loss Estimated Fair Value Corporate debt securities $ 37,917 $ 1 $ (241) $ 37,677 Commercial paper 18,741 — — 18,741 U.S. government bonds 84,324 — (512) 83,812 Certificate of deposits 17,347 2 — 17,349 Treasury bills 17,228 — (9) 17,219 Agency bonds 2,499 — (24) 2,475 Total short-term investments $ 178,056 $ 3 $ (786) $ 177,273 As of December 31, 2021 Amortized cost Unrealized gain Unrealized Loss Estimated Fair Value Corporate debt securities $ 42,174 $ 11 $ (52) $ 42,133 Commercial paper 20,743 — — 20,743 U.S. government bonds 86,265 — (135) 86,130 Certificate of deposits 21,501 6 — 21,507 Agency bonds 2,500 — (5) 2,495 Total short-term investments $ 173,183 $ 17 $ (192) $ 173,008 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Instruments Measured at Fair Value | The following table provides the financial instruments measured at fair value (in thousands): March 31, 2022 Level 1 Level 2 Level 3 Fair Value Assets Cash equivalents: Money market fund $ 9,931 $ — $ — $ 9,931 Commercial paper — 12,595 — 12,595 Total cash equivalents 9,931 12,595 — 22,526 Debt securities: Corporate debt securities — 37,677 — 37,677 Commercial paper — 18,741 — 18,741 U.S. government bonds — 83,812 — 83,812 Certificate of deposits — 17,349 — 17,349 Treasury bills — 17,219 — 17,219 Agency bonds — 2,475 — 2,475 Total financial assets $ 9,931 $ 189,868 $ — $ 199,799 December 31, 2021 Level 1 Level 2 Level 3 Fair Value Assets Cash equivalents: Money market fund $ 127,261 $ — $ — $ 127,261 Debt securities: Corporate debt securities — 42,133 — 42,133 Commercial paper — 20,743 — 20,743 U.S. government bonds — 86,130 — 86,130 Certificate of deposits — 21,507 — 21,507 Other — 2,495 — 2,495 Total financial assets $ 127,261 $ 173,008 $ — $ 300,269 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Summarizes the Purchase Price as a part of the Acquisition | The following table summarizes the purchase price as a part of the acquisition of AlsoEnergy (in thousands): Purchase Price Cash consideration (1) $ 544,059 Equity consideration 108,883 Total consideration $ 652,942 (1) As of March 31, 2022, there was approximately $1.1 million of unpaid cash consideration relating to certain shareholders of AlsoEnergy. |
Schedule of Assets Acquired and Liabilities Assumed | The following table summarizes the fair values of assets acquired and liabilities assumed in the acquisition of AlsoEnergy at the date of acquisition (in thousands): Assets Acquired Cash $ 10,135 Accounts receivable 9,614 Other current assets 1,795 Inventory 3,701 Operating leases right-of-use assets 1,333 Separately identifiable intangible assets acquired other than goodwill 152,100 Other non-current assets 1,032 Total identifiable assets acquired 179,710 Liabilities Assumed Accounts payable 1,985 Other current liabilities 1,596 Accrued payroll 2,533 Deferred revenue, current portion 17,486 Lease liabilities, current portion 431 Deferred revenue, noncurrent 32,140 Lease liability, noncurrent 902 Deferred tax liability 15,476 Other noncurrent liabilities 150 Total liabilities assumed 72,699 Total net identifiable assets acquired 107,011 Goodwill 545,931 Total consideration $ 652,942 |
Schedule of Useful Lives of Intangible Assets Acquired | The following table and accompanying paragraphs below summarize the intangible assets acquired, their fair value as of the acquisition date, and their estimated useful lives for amortizable intangible (in thousands, except estimated useful life, which is in years): Fair Value Useful Life Trade name $ 11,300 7 Customer relationships 106,800 12 Backlog 3,900 1.1 Developed technology 30,100 7 Separately identifiable intangible assets acquired other than goodwill $ 152,100 |
Schedule of Unaudited Pro Forma Information | The pro forma financial information is as follows (in thousands): (Unaudited) Three Months Ended March 31, 2022 2021 Total revenue $ 44,924 $ 27,573 Net loss $ (30,469) $ (94,158) |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS, NET (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill consists of the following (in thousands): March 31, December 31, 2022 2021 Goodwill $ 547,557 $ 1,625 Effect of foreign currency translation 143 116 Total goodwill $ 547,700 $ 1,741 |
Schedule of Intangible Assets | Intangible assets, net, consists of the following (in thousands): March 31, December 31, 2022 2021 Developed technology $ 30,600 $ 500 Trade name 11,300 — Customer relationships 106,800 — Backlog 3,900 — Internally developed software 33,772 29,706 Intangible assets 186,372 30,206 Less: Accumulated amortization (20,576) (16,276) Add: Currency translation adjustment 44 36 Total intangible assets, net $ 165,840 $ 13,966 |
ENERGY STORAGE SYSTEMS, NET (Ta
ENERGY STORAGE SYSTEMS, NET (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Energy Storage Systems, Net | Energy storage systems, net, consists of the following (in thousands): March 31, December 31, 2022 2021 Energy storage systems placed into service $ 143,134 $ 143,592 Less: accumulated depreciation (48,582) (45,250) Energy storage systems not yet placed into service 7,768 7,772 Total energy storage systems, net $ 102,320 $ 106,114 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Debt | The Company’s outstanding debt consisted of the following as of March 31, 2022 (in thousands): March 31, 2022 Outstanding principal $ 1,932 Unamortized discount (213) Carrying value of debt $ 1,719 |
CONVERTIBLE PROMISSORY NOTES (T
CONVERTIBLE PROMISSORY NOTES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule Of Convertible Debt | The outstanding 2028 Convertible Notes balances as of March 31, 2022 are summarized in the following table (in thousands): March 31, 2022 Long Term Debt Outstanding principal $ 460,000 Unamortized initial purchaser’s debt discount and debt issuance cost (13,582) Net carrying amount $ 446,418 The following table presents total interest expense recognized related to the 2028 Convertible Notes during the three months ended March 31, 2022 (in thousands) : March 31, 2022 Cash interest expense Contractual interest expense $ 575 Non-cash interest expense Amortization of debt discount and debt issuance cost 495 Total interest expense $ 1,070 |
COMMON STOCK (Tables)
COMMON STOCK (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Common Stock Reserved For Issuance | As of March 31, 2022 , the Company had reserved shares of common stock for issuance as follows: March 31, Shares reserved for warrants 23,673 Options issued and outstanding 9,218,431 RSUs issued and outstanding 5,967,768 Shares available for future issuance under equity incentive plan 15,556,388 Conversion of 2028 Convertible Notes 20,842,773 Total 51,609,033 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Activity Under the Plan | The following table summarizes the stock option activity for the period ended March 31, 2022: Number of Weighted- Weighted- Aggregate Balances as of December 31, 2021 8,766,466 $ 6.01 7.1 $ 123,570 Options granted 1,117,857 9.33 Options exercised (631,050) 2.17 Options forfeited (34,842) 18.46 Balances as of March 31, 2022 9,218,431 $ 6.63 7.2 $ 58,068 Options vested and exercisable — March 31, 2022 5,866,395 $ 2.68 6.2 $ 49,144 |
Schedule of Restricted Stock Activity | The following table summarizes the RSU activity for the period ended March 31, 2022: Number of Weighted-Average Balances as of December 31, 2021 1,799,677 $ 36.0 RSUs granted 4,170,543 9.2 RSUs vested — — RSUs forfeited (2,452) 26.4 Balances as of March 31, 2022 5,967,768 $ 17.2 |
Stock-based Compensation Expense | The following table summarizes stock-based compensation expense recorded in each component of operating expenses in the Company’s consolidated statements of operations and comprehensive loss (in thousands): Three Months Ended 2022 2021 Sales and marketing $ 824 $ 84 Research and development 1,307 155 General and administrative 4,134 521 Total stock-based compensation expense $ 6,265 $ 760 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share amounts): Three Months Ended 2022 2021 Numerator - Basic: Net loss attributable to common stockholders, basic and diluted $ (22,483) $ (82,553) Denominator: Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 150,491,041 40,425,009 Net loss per share attributable to common stockholders, basic and diluted $ (0.15) $ (2.04) |
Schedule of Potentially Dilutive Shares | The following potentially dilutive shares were not included in the calculation of diluted shares outstanding for the periods presented as the effect would have been anti-dilutive: March 31, 2022 March 31, 2021 Outstanding convertible promissory notes — 10,861,947 Outstanding 2028 Convertible Notes 15,730,390 — Outstanding stock options 9,218,431 9,673,112 Outstanding warrants 23,673 10,813,138 Outstanding RSUs 5,967,768 — Total 30,940,262 31,348,197 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision (Benefit) for Income Taxes and the Effective Tax Rates | The following table reflects the Company's provision (benefit) for income taxes and the effective tax rates for the periods presented below (in thousands, except effective tax rate): Three Months Ended March 31, 2022 2021 Loss before provision for (benefit from) income taxes $ (37,696) $ (82,553) Provision for (benefit from) income taxes $ (15,213) $ — Effective tax rate 40.4 % — % |
BUSINESS - Narrative (Details)
BUSINESS - Narrative (Details) $ / shares in Units, $ in Thousands | Feb. 01, 2022USD ($) | Nov. 22, 2021USD ($) | Apr. 28, 2021USD ($)$ / sharesshares | Mar. 31, 2022USD ($)$ / shares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)$ / shares | Apr. 27, 2021$ / shares |
Description Of Merger [Abstract] | |||||||
Proceeds received | $ 550,322 | ||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.00001 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.000001 | ||||
Exchange ratio | 4.6432 | ||||||
Sale of stock, number of shares Issued in transaction (in shares) | shares | 22,500,000 | ||||||
Sale of stock (in dollars per share) | $ / shares | $ 10 | ||||||
Sale of stock aggregate purchase price | $ 225,000 | ||||||
Net liabilities | 302,200 | ||||||
Liquidity [Abstract] | |||||||
Cash and cash equivalents | $ 174,537 | $ 747,780 | |||||
Short-term investments | 177,300 | ||||||
Accumulated deficit | 530,510 | $ 509,052 | |||||
Working capital | 339,100 | ||||||
Debt financing coming due within the next 12 months | 14,200 | ||||||
Net loss | 22,483 | $ 82,553 | |||||
Negative cash flows from operating activities | 26,005 | 1,827 | |||||
Proceeds received | $ 550,322 | ||||||
Proceeds from public exercises warrant | 145,300 | ||||||
Proceeds from convertible notes | $ 0 | $ 1,118 | |||||
AlsoEnergy, Inc | |||||||
Liquidity [Abstract] | |||||||
Percent of outstanding shares acquired | 100.00% | ||||||
Aggregate purchase price | $ 652,942 | ||||||
Cash paid | 544,059 | ||||||
Equity consideration | 108,883 | ||||||
AlsoEnergy, Inc | Common Stock | |||||||
Liquidity [Abstract] | |||||||
Equity consideration | $ 108,900 | ||||||
2028 Convertible Notes | Convertible Notes | |||||||
Liquidity [Abstract] | |||||||
Proceeds from convertible notes | $ 445,700 | ||||||
Fixed interest rate, annual | 0.50% | ||||||
Maximum | Energy Storage Systems | |||||||
Description Of Business [Abstract] | |||||||
Estimated useful life | 20 years |
BUSINESS - Schedule of Reverse
BUSINESS - Schedule of Reverse Recapitalization (Details) $ in Thousands | Apr. 28, 2021USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Cash — STPK trust and working capital cash | $ 383,383 |
Cash — PIPE (as described below) | 225,000 |
Less: transaction costs and advisory fees paid | (58,061) |
Merger and PIPE financing | $ 550,322 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022USD ($)segment$ / shares | Mar. 31, 2021USD ($)$ / shares | Dec. 31, 2021 | Nov. 22, 2021USD ($) | |
Concentration Risk [Line Items] | ||||
Number of operating segments | segment | 1 | |||
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2020-06 | |||
Interest expense | $ | $ 3,218 | $ 6,233 | ||
Net loss per share attributable to common shareholders, basic (in dollars per share) | $ (0.15) | $ (2.04) | ||
Net loss per share attributable to common shareholders, diluted (in dollars per share) | (0.15) | $ (2.04) | ||
Cumulative Effect, Period of Adoption, Adjustment | ||||
Concentration Risk [Line Items] | ||||
Net loss per share attributable to common shareholders, basic (in dollars per share) | (0.02) | |||
Net loss per share attributable to common shareholders, diluted (in dollars per share) | $ (0.02) | |||
2028 Convertible Notes | Convertible Notes | ||||
Concentration Risk [Line Items] | ||||
Face amount | $ | $ 460,000 | $ 460,000 | ||
2028 Convertible Notes | Convertible Notes | Cumulative Effect, Period of Adoption, Adjustment | ||||
Concentration Risk [Line Items] | ||||
Interest expense | $ | $ 3,700 | |||
Accounts Receivable | Customer Concentration Risk | Customer A | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 23.00% | |||
Accounts Receivable | Customer Concentration Risk | Customer B | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 19.00% | 15.00% | ||
Accounts Receivable | Customer Concentration Risk | Customer C | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 13.00% | |||
Accounts Receivable | Customer Concentration Risk | Customer D | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 15.00% | |||
Revenue | Customer Concentration Risk | Customer B | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 11.00% | 14.00% | ||
Revenue | Customer Concentration Risk | Customer D | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 38.00% |
REVENUE - Disaggregation of Rev
REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 41,088 | $ 15,420 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 39,458 | |
Rest of the world | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,630 | |
Hardware revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 31,123 | 10,539 |
Services revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 9,965 | $ 4,881 |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 41,088 | $ 15,420 |
Hardware revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 31,123 | 10,539 |
Services revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 9,965 | $ 4,881 |
AlsoEnergy, Inc | Hardware revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 4,800 | |
AlsoEnergy, Inc | Services revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 4,800 |
REVENUE - Remaining Performance
REVENUE - Remaining Performance Obligations (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligations | $ 313,563 |
Services revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligations | 232,136 |
Hardware revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligations | $ 81,427 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | Services revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Percent Expected to be Recognized as Revenue | 18.00% |
Period expected to be recognized as revenue | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | Hardware revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Percent Expected to be Recognized as Revenue | 100.00% |
Period expected to be recognized as revenue | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | Services revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Percent Expected to be Recognized as Revenue | 51.00% |
Period expected to be recognized as revenue | 4 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | Hardware revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Percent Expected to be Recognized as Revenue | 0.00% |
Period expected to be recognized as revenue | 4 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-04-01 | Services revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Percent Expected to be Recognized as Revenue | 31.00% |
Period expected to be recognized as revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-04-01 | Hardware revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Percent Expected to be Recognized as Revenue | 0.00% |
Period expected to be recognized as revenue |
REVENUE - Contract Balances (De
REVENUE - Contract Balances (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Contract With Customer, Liability [Roll Forward] | |
Beginning balance | $ 37,443 |
Deferred revenue acquired upon business combination | 49,626 |
Upfront payments received from customers | 35,050 |
Upfront or annual incentive payments received | 2,895 |
Revenue recognized related to amounts that were included in beginning balance of deferred revenue | (2,938) |
Revenue recognized related to amounts that were included in acquired balance of deferred revenue | (3,338) |
Revenue recognized related to deferred revenue generated during the period | (13,965) |
Ending balance | $ 104,773 |
SHORT-TERM INVESTMENTS (Details
SHORT-TERM INVESTMENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Short-term investments: | ||
Amortized cost | $ 178,056 | $ 173,183 |
Unrealized gain | 3 | 17 |
Unrealized Loss | (786) | (192) |
Debt securities: | 177,273 | 173,008 |
Other-than-temporary impairment losses | 0 | |
Corporate debt securities | ||
Short-term investments: | ||
Amortized cost | 37,917 | 42,174 |
Unrealized gain | 1 | 11 |
Unrealized Loss | (241) | (52) |
Debt securities: | 37,677 | 42,133 |
Commercial paper | ||
Short-term investments: | ||
Amortized cost | 18,741 | 20,743 |
Unrealized gain | 0 | 0 |
Unrealized Loss | 0 | 0 |
Debt securities: | 18,741 | 20,743 |
U.S. government bonds | ||
Short-term investments: | ||
Amortized cost | 84,324 | 86,265 |
Unrealized gain | 0 | 0 |
Unrealized Loss | (512) | (135) |
Debt securities: | 83,812 | 86,130 |
Certificate of deposits | ||
Short-term investments: | ||
Amortized cost | 17,347 | 21,501 |
Unrealized gain | 2 | 6 |
Unrealized Loss | 0 | 0 |
Debt securities: | 17,349 | 21,507 |
Treasury bills | ||
Short-term investments: | ||
Amortized cost | 17,228 | |
Unrealized gain | 0 | |
Unrealized Loss | (9) | |
Debt securities: | 17,219 | |
Agency bonds | ||
Short-term investments: | ||
Amortized cost | 2,499 | 2,500 |
Unrealized gain | 0 | 0 |
Unrealized Loss | (24) | (5) |
Debt securities: | $ 2,475 | $ 2,495 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Financial Instruments Measured at Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Cash equivalents: | ||
Cash equivalents | $ 22,526 | |
Debt securities: | ||
Debt securities: | 177,273 | $ 173,008 |
Corporate debt securities | ||
Debt securities: | ||
Debt securities: | 37,677 | 42,133 |
Commercial paper | ||
Debt securities: | ||
Debt securities: | 18,741 | 20,743 |
U.S. government bonds | ||
Debt securities: | ||
Debt securities: | 83,812 | 86,130 |
Certificate of deposits | ||
Debt securities: | ||
Debt securities: | 17,349 | 21,507 |
Treasury bills | ||
Debt securities: | ||
Debt securities: | 17,219 | |
Agency bonds | ||
Debt securities: | ||
Debt securities: | 2,475 | 2,495 |
Fair Value, Recurring | ||
Debt securities: | ||
Total financial assets | 199,799 | 300,269 |
Fair Value, Recurring | Corporate debt securities | ||
Debt securities: | ||
Debt securities: | 37,677 | 42,133 |
Fair Value, Recurring | Commercial paper | ||
Debt securities: | ||
Debt securities: | 18,741 | 20,743 |
Fair Value, Recurring | U.S. government bonds | ||
Debt securities: | ||
Debt securities: | 83,812 | 86,130 |
Fair Value, Recurring | Certificate of deposits | ||
Debt securities: | ||
Debt securities: | 17,349 | 21,507 |
Fair Value, Recurring | Treasury bills | ||
Debt securities: | ||
Debt securities: | 17,219 | |
Fair Value, Recurring | Agency bonds | ||
Debt securities: | ||
Debt securities: | 2,475 | |
Fair Value, Recurring | Other | ||
Debt securities: | ||
Debt securities: | 2,495 | |
Fair Value, Recurring | Money market fund | ||
Cash equivalents: | ||
Cash equivalents | 9,931 | 127,261 |
Fair Value, Recurring | Commercial paper | ||
Cash equivalents: | ||
Cash equivalents | 12,595 | |
Level 1 | ||
Cash equivalents: | ||
Cash equivalents | 9,931 | |
Level 1 | Fair Value, Recurring | ||
Debt securities: | ||
Total financial assets | 9,931 | 127,261 |
Level 1 | Fair Value, Recurring | Corporate debt securities | ||
Debt securities: | ||
Debt securities: | 0 | 0 |
Level 1 | Fair Value, Recurring | Commercial paper | ||
Debt securities: | ||
Debt securities: | 0 | 0 |
Level 1 | Fair Value, Recurring | U.S. government bonds | ||
Debt securities: | ||
Debt securities: | 0 | 0 |
Level 1 | Fair Value, Recurring | Certificate of deposits | ||
Debt securities: | ||
Debt securities: | 0 | 0 |
Level 1 | Fair Value, Recurring | Treasury bills | ||
Debt securities: | ||
Debt securities: | 0 | |
Level 1 | Fair Value, Recurring | Agency bonds | ||
Debt securities: | ||
Debt securities: | 0 | |
Level 1 | Fair Value, Recurring | Other | ||
Debt securities: | ||
Debt securities: | 0 | |
Level 1 | Fair Value, Recurring | Money market fund | ||
Cash equivalents: | ||
Cash equivalents | 9,931 | 127,261 |
Level 1 | Fair Value, Recurring | Commercial paper | ||
Cash equivalents: | ||
Cash equivalents | 0 | |
Level 2 | ||
Cash equivalents: | ||
Cash equivalents | 12,595 | |
Level 2 | Fair Value, Recurring | ||
Debt securities: | ||
Total financial assets | 189,868 | 173,008 |
Level 2 | Fair Value, Recurring | Corporate debt securities | ||
Debt securities: | ||
Debt securities: | 37,677 | 42,133 |
Level 2 | Fair Value, Recurring | Commercial paper | ||
Debt securities: | ||
Debt securities: | 18,741 | 20,743 |
Level 2 | Fair Value, Recurring | U.S. government bonds | ||
Debt securities: | ||
Debt securities: | 83,812 | 86,130 |
Level 2 | Fair Value, Recurring | Certificate of deposits | ||
Debt securities: | ||
Debt securities: | 17,349 | 21,507 |
Level 2 | Fair Value, Recurring | Treasury bills | ||
Debt securities: | ||
Debt securities: | 17,219 | |
Level 2 | Fair Value, Recurring | Agency bonds | ||
Debt securities: | ||
Debt securities: | 2,475 | |
Level 2 | Fair Value, Recurring | Other | ||
Debt securities: | ||
Debt securities: | 2,495 | |
Level 2 | Fair Value, Recurring | Money market fund | ||
Cash equivalents: | ||
Cash equivalents | 0 | 0 |
Level 2 | Fair Value, Recurring | Commercial paper | ||
Cash equivalents: | ||
Cash equivalents | 12,595 | |
Level 3 | ||
Cash equivalents: | ||
Cash equivalents | 0 | |
Level 3 | Fair Value, Recurring | ||
Debt securities: | ||
Total financial assets | 0 | 0 |
Level 3 | Fair Value, Recurring | Corporate debt securities | ||
Debt securities: | ||
Debt securities: | 0 | 0 |
Level 3 | Fair Value, Recurring | Commercial paper | ||
Debt securities: | ||
Debt securities: | 0 | 0 |
Level 3 | Fair Value, Recurring | U.S. government bonds | ||
Debt securities: | ||
Debt securities: | 0 | 0 |
Level 3 | Fair Value, Recurring | Certificate of deposits | ||
Debt securities: | ||
Debt securities: | 0 | 0 |
Level 3 | Fair Value, Recurring | Treasury bills | ||
Debt securities: | ||
Debt securities: | 0 | |
Level 3 | Fair Value, Recurring | Agency bonds | ||
Debt securities: | ||
Debt securities: | 0 | |
Level 3 | Fair Value, Recurring | Other | ||
Debt securities: | ||
Debt securities: | 0 | |
Level 3 | Fair Value, Recurring | Money market fund | ||
Cash equivalents: | ||
Cash equivalents | 0 | $ 0 |
Level 3 | Fair Value, Recurring | Commercial paper | ||
Cash equivalents: | ||
Cash equivalents | $ 0 |
BUSINESS COMBINATIONS - Narrati
BUSINESS COMBINATIONS - Narrative (Details) - USD ($) $ in Thousands | Feb. 01, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 547,700 | $ 1,741 | |
AlsoEnergy, Inc | |||
Business Acquisition [Line Items] | |||
Percent of outstanding shares acquired | 100.00% | ||
Aggregate purchase price | $ 652,942 | ||
Cash paid | 544,059 | ||
Business combination, consideration transferred, equity interests issued and issuable | 108,883 | ||
Transaction costs | 6,100 | ||
Goodwill | 545,931 | 545,900 | |
Deferred tax liability | 15,476 | 15,500 | |
Revenue | 9,600 | ||
Operating earnings (loss) | $ (3,500) | ||
AlsoEnergy, Inc | Common Stock | |||
Business Acquisition [Line Items] | |||
Business combination, consideration transferred, equity interests issued and issuable | $ 108,900 | ||
Business acquisition, equity interest Issued or issuable (in shares) | 8,621,006 |
BUSINESS COMBINATIONS - Purchas
BUSINESS COMBINATIONS - Purchase Price as a part of the Acquisition (Details) - AlsoEnergy, Inc - USD ($) $ in Thousands | Feb. 01, 2022 | Mar. 31, 2022 |
Business Acquisition [Line Items] | ||
Cash consideration | $ 544,059 | |
Equity consideration | 108,883 | |
Total consideration | $ 652,942 | |
Unpaid cash consideration relating to certain shareholders | $ 1,100 |
BUSINESS COMBINATIONS - Assets
BUSINESS COMBINATIONS - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Feb. 01, 2022 | Dec. 31, 2021 |
Liabilities Assumed | |||
Goodwill | $ 547,700 | $ 1,741 | |
AlsoEnergy, Inc | |||
Assets Acquired | |||
Cash | $ 10,135 | ||
Accounts receivable | 9,614 | ||
Other current assets | 1,795 | ||
Inventory | 3,701 | ||
Operating leases right-of-use assets | 1,333 | ||
Separately identifiable intangible assets acquired other than goodwill | 152,100 | ||
Other non-current assets | 1,032 | ||
Total identifiable assets acquired | 179,710 | ||
Liabilities Assumed | |||
Accounts payable | 1,985 | ||
Other current liabilities | 1,596 | ||
Accrued payroll | 2,533 | ||
Deferred revenue, current portion | 17,486 | ||
Lease liabilities, current portion | 431 | ||
Deferred revenue, noncurrent | 32,140 | ||
Lease liability, noncurrent | 902 | ||
Deferred tax liability | 15,500 | 15,476 | |
Other noncurrent liabilities | 150 | ||
Total liabilities assumed | 72,699 | ||
Total net identifiable assets acquired | 107,011 | ||
Goodwill | $ 545,900 | 545,931 | |
Total consideration | $ 652,942 |
BUSINESS COMBINATIONS - Useful
BUSINESS COMBINATIONS - Useful Lives of Intangible Assets Acquired (Details) - AlsoEnergy, Inc $ in Thousands | Feb. 01, 2022USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Separately identifiable intangible assets acquired other than goodwill | $ 152,100 |
Trade name | |
Finite-Lived Intangible Assets [Line Items] | |
Separately identifiable intangible assets acquired other than goodwill | $ 11,300 |
Useful Life | 7 years |
Customer relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Separately identifiable intangible assets acquired other than goodwill | $ 106,800 |
Useful Life | 12 years |
Backlog | |
Finite-Lived Intangible Assets [Line Items] | |
Separately identifiable intangible assets acquired other than goodwill | $ 3,900 |
Useful Life | 1 year 1 month 6 days |
Developed technology | |
Finite-Lived Intangible Assets [Line Items] | |
Separately identifiable intangible assets acquired other than goodwill | $ 30,100 |
Useful Life | 7 years |
BUSINESS COMBINATIONS - Unaudit
BUSINESS COMBINATIONS - Unaudited Pro Forma Information (Details) - AlsoEnergy, Inc - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Business Acquisition [Line Items] | ||
Total revenue | $ 44,924 | $ 27,573 |
Net loss | $ (30,469) | $ (94,158) |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS, NET - Goodwill Consists (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 547,557 | $ 1,625 |
Effect of foreign currency translation | 143 | 116 |
Goodwill, Total | $ 547,700 | $ 1,741 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS, NET - Intangible Assets, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets | $ 186,372 | $ 30,206 | |
Less: Accumulated amortization | (20,576) | (16,276) | |
Add: Currency translation adjustment | 44 | 36 | |
Total intangible assets, net | 165,840 | 13,966 | |
Amortization of intangible assets | 4,400 | $ 1,400 | |
Developed technology | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets | 30,600 | 500 | |
Trade name | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets | 11,300 | 0 | |
Customer relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets | 106,800 | 0 | |
Backlog | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets | 3,900 | 0 | |
Internally developed software | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets | $ 33,772 | $ 29,706 |
ENERGY STORAGE SYSTEMS, NET - S
ENERGY STORAGE SYSTEMS, NET - Schedule of Energy Storage Systems, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation | $ (48,582) | $ (45,250) |
Total energy storage systems, net | 102,320 | 106,114 |
Energy storage systems placed into service | ||
Property, Plant and Equipment [Line Items] | ||
Total energy storage systems, gross | 143,134 | 143,592 |
Energy storage systems not yet placed into service | ||
Property, Plant and Equipment [Line Items] | ||
Total energy storage systems, gross | $ 7,768 | $ 7,772 |
ENERGY STORAGE SYSTEMS, NET - N
ENERGY STORAGE SYSTEMS, NET - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 4.3 | $ 3.8 |
NOTES PAYABLE - Revolving Loan
NOTES PAYABLE - Revolving Loan Due to SPE Member (Details) - Line of Credit - Revolving Loan Due To SPE Member - USD ($) $ in Millions | 1 Months Ended | |||
Aug. 31, 2020 | May 31, 2020 | Apr. 30, 2017 | Jan. 01, 2020 | |
Debt Instrument [Line Items] | ||||
Total capacity | $ 35 | $ 45 | ||
Fixed interest rate, annual | 14.00% | 10.00% | ||
Period threshold for interest rate | 9 months | |||
Percent of capacity usage for financing of hardware purchases | 70.00% | 85.00% | 100.00% |
NOTES PAYABLE - Term Loan Due t
NOTES PAYABLE - Term Loan Due to Former Non-Controlling Interest Holder (Details) - USD ($) $ in Millions | 1 Months Ended | ||
Apr. 30, 2021 | May 31, 2020 | Jun. 30, 2018 | |
Debt Instrument [Line Items] | |||
Payment to acquire noncontrolling interest | $ 8.1 | ||
Term Loan Due To Former Non-Controlling Interest Holder | Term Loan | |||
Debt Instrument [Line Items] | |||
Fixed interest rate, quarterly | 4500.00% | ||
Fixed interest rate, annual | 18.00% | ||
Prepaid principal and interest | $ 1.5 | ||
Prepaid principal | $ 1 | ||
Warrants issued (in shares) | 400,000 | ||
Unamortized discount | $ 0.2 | ||
Debt instrument, prepayment penalties | $ 2.6 |
NOTES PAYABLE - 2020 and 2021 C
NOTES PAYABLE - 2020 and 2021 Credit Agreements (Details) - Line of Credit - USD ($) $ in Millions | 1 Months Ended | ||||
Apr. 30, 2021 | Jan. 31, 2021 | May 31, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | |
2020 Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Proceeds from credit agreement | $ 25 | ||||
Fixed interest rate, annual | 12.00% | ||||
Fixed interest rate, paid in cash | 8.00% | ||||
Fixed interest rate, added back to principal | 4.00% | ||||
Prepayment penalties | $ 1.4 | ||||
2021 Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Proceeds from credit agreement | $ 1.8 | ||||
Fixed interest rate, annual | 5.45% | ||||
Total capacity | $ 2.7 | ||||
Outstanding balance | $ 1.9 | $ 1.9 |
NOTES PAYABLE - Schedule of Out
NOTES PAYABLE - Schedule of Outstanding Debt (Details) - Notes Payable $ in Thousands | Mar. 31, 2022USD ($) |
Debt Instrument [Line Items] | |
Outstanding principal | $ 1,932 |
Unamortized discount | (213) |
Carrying value of debt | $ 1,719 |
CONVERTIBLE PROMISSORY NOTES -
CONVERTIBLE PROMISSORY NOTES - Narrative (Details) $ / shares in Units, $ in Thousands | Nov. 22, 2021USD ($)day$ / shares | Nov. 19, 2021USD ($)$ / shares | Apr. 28, 2021USD ($)shares | Jan. 31, 2021USD ($) | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | ||||||||
Proceeds from convertible notes | $ 0 | $ 1,118 | ||||||
Capped Call Options | ||||||||
Debt Instrument [Line Items] | ||||||||
Cost of capped calls | $ 66,700 | |||||||
Initial strike price (in dollars per share) | $ / shares | $ 29.2428 | |||||||
Cap price (in dollars per share) | $ / shares | $ 49.6575 | |||||||
Convertible Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertible notes payable | $ 0 | $ 67,600 | ||||||
Convertible Notes | Q1 2021 Convertible Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds from convertible notes | $ 1,100 | |||||||
Convertible Notes | Outstanding convertible promissory notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt conversion, converted instrument, shares issued (in shares) | shares | 10,921,548 | |||||||
Debt conversion, converted instrument, amount | $ 77,700 | |||||||
Debt instrument, increase, accrued interest | $ 7,700 | |||||||
Loss on extinguishment of debt | 1,100 | |||||||
Convertible Notes | 2028 Convertible Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds from convertible notes | $ 445,700 | |||||||
Face amount | $ 460,000 | $ 460,000 | ||||||
Fixed interest rate, annual | 0.50% | |||||||
Conversion ratio | 0.0341965 | |||||||
Conversion price (in dollars per share) | $ / shares | $ 29.24 | |||||||
Redemption price, percentage | 100.00% | |||||||
Effective interest percentage | 0.90% | |||||||
Term | 7 years | |||||||
Convertible Notes | 2028 Convertible Notes | Debt Instrument, Redemption, Period One | ||||||||
Debt Instrument [Line Items] | ||||||||
Conversion price, percentage | 130.00% | |||||||
Convertible Notes | 2028 Convertible Notes | Debt Instrument, Redemption, Period Two | ||||||||
Debt Instrument [Line Items] | ||||||||
Threshold trading days | day | 20 |
CONVERTIBLE PROMISSORY NOTES _2
CONVERTIBLE PROMISSORY NOTES - Outstanding 2028 Convertible Notes (Details) - Convertible Notes - 2028 Convertible Notes $ in Thousands | Mar. 31, 2022USD ($) |
Debt Instrument [Line Items] | |
Outstanding principal | $ 460,000 |
Unamortized initial purchaser’s debt discount and debt issuance cost | (13,582) |
Carrying value of debt | $ 446,418 |
CONVERTIBLE PROMISSORY NOTES _3
CONVERTIBLE PROMISSORY NOTES - Interest Expense Recognized Related to Convertible Note (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Debt Instrument [Line Items] | ||
Non-cash interest expense, including interest expenses associated with debt issuance costs | $ 456 | $ 3,902 |
2028 Convertible Notes | Convertible Notes | ||
Debt Instrument [Line Items] | ||
Contractual interest expense | 575 | |
Non-cash interest expense, including interest expenses associated with debt issuance costs | 495 | |
Total interest expense | $ 1,070 |
WARRANTS (Details)
WARRANTS (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 24, 2021 | Apr. 28, 2021 | Apr. 07, 2021 | Aug. 20, 2020 | Sep. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Aug. 20, 2021 | Jun. 25, 2021 |
Class of Warrant or Right [Line Items] | |||||||||
Loss from fair value adjustment | $ 0 | $ (66,397) | |||||||
Sale of stock, number of shares Issued in transaction (in shares) | 22,500,000 | ||||||||
Number of shares called from each warrant (in shares) | 1 | ||||||||
Exercise Price (in dollars per share) | $ 0.01 | ||||||||
Number of shares called from exchange of warrants (in shares) | 350,000 | ||||||||
Warrants and rights outstanding | $ 302,600 | ||||||||
Cash net of broker fees | $ 145,300 | ||||||||
Issuance of common stock warrants for services | $ 9,200 | ||||||||
Legacy Stem Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants outstanding (in shares) | 50,207,439 | 23,673 | |||||||
Conversion of securities into common stock (in shares) | 2,759,970 | ||||||||
Loss from fair value adjustment | $ 100,900 | ||||||||
Conversion of securities into common stock | $ 60,600 | ||||||||
Public Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Sale of stock, number of shares Issued in transaction (in shares) | 12,786,168 | ||||||||
Exercise Price (in dollars per share) | $ 11.50 | $ 11.50 | |||||||
Number of shares called from exchange of warrants (in shares) | 12,638,723 | ||||||||
Warrants and rights outstanding | $ 185,900 | ||||||||
Issued irrevocable notice redemption (in shares) | 12,786,129 | ||||||||
Cash net of broker fees | $ 145,300 | ||||||||
Net gain revaluation and redemption | 134,900 | ||||||||
Gain on redemption of warrants | $ 2,100 | ||||||||
Private Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants outstanding (in shares) | 0 | 7,181,134 | |||||||
Loss from fair value adjustment | $ 52,000 | ||||||||
Number of shares called from exchange of warrants (in shares) | 7,181,134 | 4,683,349 | |||||||
Warrants and rights outstanding | $ 116,700 |
COMMON STOCK (Details)
COMMON STOCK (Details) - shares | Mar. 31, 2022 | Dec. 31, 2021 | May 31, 2021 |
Class of Stock [Line Items] | |||
Reserved shares of common stock for issuance ( in shares) | 51,609,033 | ||
Options outstanding (in shares) | 9,218,431 | 8,766,466 | |
Outstanding RSUs | |||
Class of Stock [Line Items] | |||
RSUs outstanding, ending of period (in shares) | 5,967,768 | 1,799,677 | |
2021 Equity Incentive Plan | |||
Class of Stock [Line Items] | |||
Reserved shares of common stock for issuance ( in shares) | 23,722,254 | 23,722,254 | |
Options outstanding (in shares) | 2,193,492 | ||
2021 Equity Incentive Plan | Outstanding RSUs | |||
Class of Stock [Line Items] | |||
RSUs outstanding, ending of period (in shares) | 5,972,374 | ||
Shares reserved for warrants | |||
Class of Stock [Line Items] | |||
Reserved shares of common stock for issuance ( in shares) | 23,673 | ||
Options issued and outstanding | |||
Class of Stock [Line Items] | |||
Reserved shares of common stock for issuance ( in shares) | 9,218,431 | ||
RSUs issued and outstanding | |||
Class of Stock [Line Items] | |||
Reserved shares of common stock for issuance ( in shares) | 5,967,768 | ||
Shares available for future issuance under equity incentive plan | |||
Class of Stock [Line Items] | |||
Reserved shares of common stock for issuance ( in shares) | 15,556,388 | ||
Conversion of 2028 Convertible Notes | |||
Class of Stock [Line Items] | |||
Reserved shares of common stock for issuance ( in shares) | 20,842,773 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022USD ($)$ / sharesshares | Mar. 31, 2021USD ($) | Dec. 31, 2021shares | May 31, 2021shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding (in shares) | shares | 9,218,431 | 8,766,466 | ||
Reserved shares of common stock for issuance ( in shares) | shares | 51,609,033 | |||
Options granted, weighted-average grant date fair value (in dollars per share) | $ / shares | $ 5.84 | |||
Options exercised, intrinsic value | $ | $ 5,500 | $ 30,200 | ||
Shares issued from net settlement (in shares) | shares | 216,711 | |||
Options converted from net settlement (in shares) | shares | 422,594 | |||
Payments for taxes related to net share settlement of stock options | $ | $ 773 | $ 0 | ||
Remaining unrecognized stock-based compensation expense | $ | 25,300 | |||
Internally developed software | Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Amount capitalized | $ | $ 500 | |||
Outstanding stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price as a percentage of fair value | 100.00% | |||
Exercise price as a percentage of fair value for shareholders owning specified minimum amount | 110.00% | |||
Significant shareholder threshold used for determining exercise price | 10.00% | |||
Exercise period | 10 years | |||
Payments for taxes related to net share settlement of stock options | $ | $ 800 | |||
Weighted average period for recognition of stock-based compensation expense | 3 years 3 months 18 days | |||
Outstanding stock options | Share-based Payment Arrangement, Tranche One | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 25.00% | |||
Vesting period | 1 year | |||
Outstanding stock options | Share-based Payment Arrangement, Tranche Two | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 2.08% | |||
Vesting period | 3 years | |||
RSU | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Right to receive, conversion ratio | 1 | |||
Fair value of grants in period | $ | $ 38,100 | |||
Remaining unrecognized stock-based compensation expense | $ | $ 89,700 | |||
Weighted average period for recognition of stock-based compensation expense | 4 years 4 months 24 days | |||
RSU | Share-based Payment Arrangement, Tranche One | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 100.00% | |||
RSU | Share-based Payment Arrangement, Tranche Two | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 25.00% | |||
Vesting period | 4 years | |||
RSU | Share-based Payment Arrangement, Tranche Three | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 20.00% | |||
2009 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding (in shares) | shares | 7,109,200 | |||
2021 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding (in shares) | shares | 2,193,492 | |||
Reserved shares of common stock for issuance ( in shares) | shares | 23,722,254 | 23,722,254 | ||
2021 Equity Incentive Plan | RSU | Share-based Payment Arrangement, Tranche Three | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 7 years |
STOCK-BASED COMPENSATION - Opti
STOCK-BASED COMPENSATION - Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Number of Options Outstanding | ||
Options outstanding, beginning of period (in shares) | 8,766,466 | |
Options granted (in shares) | 1,117,857 | |
Options exercised (in shares) | (631,050) | |
Options forfeited (in shares) | (34,842) | |
Options outstanding, end of period (in shares) | 9,218,431 | 8,766,466 |
Options vested and exercisable (in shares) | 5,866,395 | |
Weighted- Average Exercise Price Per Share | ||
Options outstanding, weighted average exercise price (in dollars per share) | $ 6.63 | $ 6.01 |
Options granted, weighted average exercise price (in dollars per share) | 9.33 | |
Options exercised, weighted average exercise price (in dollars per share) | 2.17 | |
Options forfeited, weighted average exercise price (in dollars per share) | 18.46 | |
Options vested and exercisable, weighted-average exercise price (in dollars per share) | $ 2.68 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted average remaining contractual life, options outstanding | 7 years 2 months 12 days | 7 years 1 month 6 days |
Weighted average remaining contractual life, options vested and exercisable | 6 years 2 months 12 days | |
Aggregate intrinsic value, options outstanding | $ 58,068 | $ 123,570 |
Aggregate intrinsic value, options vested and exercisable | $ 49,144 |
STOCK-BASED COMPENSATION - RSU
STOCK-BASED COMPENSATION - RSU Activity (Details) - RSU - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Number of RSUs Outstanding | ||
RSUs outstanding, ending of period (in shares) | 5,967,768 | 1,799,677 |
RSUs granted (in shares) | 4,170,543 | |
RSUs vested (in shares) | 0 | |
RSUs forfeited (in shares) | (2,452) | |
Weighted-Average Grant Date Fair Value Per Share | ||
RSUs outstanding, weighted average grant date fair value (in dollars per share) | $ 17.2 | $ 36 |
RSUs granted, weighted average grant date fair value (in dollars per share) | 9.2 | |
RSUs vested, weighted average grant date fair value (in dollars per share) | 0 | |
RSUs forfeited, weighted average grant date fair value (in dollars per share) | $ 26.4 |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 6,265 | $ 760 |
Sales and marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 824 | 84 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 1,307 | 155 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 4,134 | $ 521 |
NET LOSS PER SHARE - Basic and
NET LOSS PER SHARE - Basic and diluted net loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator - Basic: | ||
Net loss attributable to common stockholders, basic | $ (22,483) | $ (82,553) |
Net loss attributable to common stockholders, diluted | $ (22,483) | $ (82,553) |
Denominator: | ||
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic (in shares) | 150,491,041 | 40,425,009 |
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, diluted (in shares) | 150,491,041 | 40,425,009 |
Net loss per share attributable to common shareholders, basic (in dollars per share) | $ (0.15) | $ (2.04) |
Net loss per share attributable to common shareholders, diluted (in dollars per share) | $ (0.15) | $ (2.04) |
NET LOSS PER SHARE - Antidiluti
NET LOSS PER SHARE - Antidilutive securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive shares (in shares) | 30,940,262 | 31,348,197 |
Outstanding convertible promissory notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive shares (in shares) | 0 | 10,861,947 |
Outstanding 2028 Convertible Notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive shares (in shares) | 15,730,390 | 0 |
Outstanding stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive shares (in shares) | 9,218,431 | 9,673,112 |
Outstanding warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive shares (in shares) | 23,673 | 10,813,138 |
Outstanding RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive shares (in shares) | 5,967,768 | 0 |
INCOME TAXES - Provision (Benef
INCOME TAXES - Provision (Benefit) for Income Taxes and the Effective Tax Rates (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Loss before provision for (benefit from) income taxes | $ (37,696) | $ (82,553) |
Provision for (benefit from) income taxes | $ (15,213) | $ 0 |
Effective tax rate | 40.40% | 0.00% |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Tax provision (benefit) | $ (15,213) | $ 0 |
Effective tax rate | 40.40% | 0.00% |
COMMITMENTS AND CONTINGNECIES (
COMMITMENTS AND CONTINGNECIES (Details) - AlsoEnergy, Inc | Feb. 01, 2022USD ($)ft² |
Lessee, Lease, Description [Line Items] | |
Operating lease liability | $ | $ 1,300,000 |
Base rent per month | $ | $ 39,725 |
Boulder, Colorado | |
Lessee, Lease, Description [Line Items] | |
Area of lease | ft² | 15,847 |
Lease term | 34 months |
Longmont, Colorado | |
Lessee, Lease, Description [Line Items] | |
Area of lease | ft² | 13,947 |
Lease term | 35 months |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ in Millions | May 02, 2022USD ($) |
Subsequent Event | |
Subsequent Event [Line Items] | |
Settlement amount expected to be received | $ 1.1 |