Cover
Cover - shares | 3 Months Ended | |
Dec. 31, 2023 | Feb. 06, 2024 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Dec. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-40978 | |
Entity Registrant Name | Fluence Energy, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 87-1304612 | |
Entity Address, Address Line One | 4601 Fairfax Drive | |
Entity Address, Address Line Two | Suite 600 | |
Entity Address, City or Town | Arlington | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 22203 | |
City Area Code | (833) | |
Local Phone Number | 358-3623 | |
Title of 12(b) Security | Class A common stock, $0.00001 par value | |
Trading Symbol | FLNC | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001868941 | |
Current Fiscal Year End Date | --09-30 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Class A common stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 127,133,762 | |
Class B-1 common stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 51,499,195 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 317,614 | $ 345,896 |
Restricted cash | 135,864 | 106,835 |
Trade receivables, net | 172,021 | 103,397 |
Unbilled receivables | 182,232 | 192,064 |
Receivables from related parties | 75,427 | 58,514 |
Advances to suppliers | 112,570 | 107,947 |
Inventory, net | 564,466 | 224,903 |
Current portion of notes receivable - pledged as collateral | 55,251 | 24,330 |
Other current assets | 50,054 | 31,074 |
Total current assets | 1,665,499 | 1,194,960 |
Non-current assets: | ||
Property and equipment, net | 13,427 | 12,771 |
Intangible assets, net | 56,780 | 55,752 |
Goodwill | 27,535 | 26,020 |
Deferred income tax asset | 86 | 86 |
Note receivable - pledged as collateral | 0 | 30,921 |
Other non-current assets | 52,167 | 31,639 |
Total non-current assets | 149,995 | 157,189 |
Total assets | 1,815,494 | 1,352,149 |
Current liabilities: | ||
Accounts payable | 318,548 | 62,899 |
Current portion of borrowings against note receivable - pledged as collateral | 51,621 | 22,539 |
Personnel related liabilities | 18,783 | 52,174 |
Accruals and provisions | 172,009 | 172,223 |
Payables and deferred revenue with related parties | 265,048 | 116,488 |
Taxes payable | 30,994 | 29,465 |
Other current liabilities | 12,087 | 16,711 |
Total current liabilities | 1,251,922 | 745,663 |
Non-current liabilities: | ||
Deferred income tax liability | 5,370 | 4,794 |
Borrowings against note receivable - pledged as collateral | 0 | 28,024 |
Other non-current liabilities | 19,047 | 17,338 |
Total non-current liabilities | 24,417 | 50,156 |
Total liabilities | 1,276,339 | 795,819 |
Stockholders’ Equity: | ||
Preferred stock, $0.00001 per share, 10,000,000 shares authorized; no shares issued and outstanding as of December 31, 2023 and September 30, 2023 | 0 | 0 |
Treasury stock, at cost | (7,797) | (7,797) |
Additional paid-in capital | 610,230 | 581,104 |
Accumulated other comprehensive income | 4,382 | 3,202 |
Accumulated deficit | (190,907) | (174,164) |
Total stockholders’ equity attributable to Fluence Energy, Inc. | 415,909 | 402,346 |
Non-Controlling interests | 123,246 | 153,984 |
Total stockholders’ equity | 539,155 | 556,330 |
Total liabilities and stockholders’ equity | 1,815,494 | 1,352,149 |
Nonrelated Party | ||
Current liabilities: | ||
Deferred revenue | 382,832 | 273,164 |
Class A common stock | ||
Stockholders’ Equity: | ||
Common stock | 1 | 1 |
Class B-1 common stock | ||
Stockholders’ Equity: | ||
Common stock | 0 | 0 |
Class B-2 common stock | ||
Stockholders’ Equity: | ||
Common stock | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - $ / shares | Dec. 31, 2023 | Sep. 30, 2023 |
Preferred stock, par value (in usd per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Class A common stock | ||
Common stock, par value (in usd per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized (in shares) | 1,200,000,000 | 1,200,000,000 |
Common stock, shares issued (in shares) | 127,657,916 | 119,593,409 |
Common stock, shares outstanding (in shares) | 126,967,942 | 118,903,435 |
Class B-1 common stock | ||
Common stock, par value (in usd per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 51,499,195 | 58,586,695 |
Common stock, shares outstanding (in shares) | 51,499,195 | 58,586,695 |
Class B-2 common stock | ||
Common stock, par value (in usd per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 0 | 0 |
Common stock, shares outstanding (in shares) | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Total revenue | $ 363,956 | $ 310,460 |
Cost of goods and services | 327,570 | 298,420 |
Gross profit | 36,386 | 12,040 |
Operating expenses: | ||
Research and development | 15,440 | 19,162 |
Sales and marketing | 10,706 | 8,792 |
General and administrative | 37,728 | 31,267 |
Depreciation and amortization | 2,483 | 2,424 |
Interest income, net | (1,993) | (656) |
Other income, net | (1,187) | (11,142) |
Loss before income taxes | (26,791) | (37,807) |
Income tax benefit | (1,235) | (614) |
Net loss | (25,556) | (37,193) |
Less: Net loss attributable to the non-controlling interest | (8,813) | (12,551) |
Net loss attributable to Fluence Energy, Inc. | $ (16,743) | $ (24,642) |
Weighted average number of Class A common shares outstanding | ||
Weighted average number of Class A common shares outstanding, basic (in shares) | 121,113,282 | 115,393,437 |
Weighted average number of Class A common shares outstanding, diluted (in shares) | 121,113,282 | 115,393,437 |
Loss per share of Class A common stock | ||
Loss per share of Class A common stock, basic (in usd per share) | $ (0.14) | $ (0.21) |
Loss per share of Class A common stock, diluted (in usd per share) | $ (0.14) | $ (0.21) |
Foreign currency translation gain (loss), net of income tax expense of $0.3 million in 2023 and 2022, respectively | $ 1,635 | $ (3,585) |
Total other comprehensive income (loss) | 1,635 | (3,585) |
Total comprehensive loss | (23,921) | (40,778) |
Comprehensive loss attributable to non-controlling interest | (8,358) | (13,761) |
Total comprehensive loss attributable to Fluence Energy, Inc. | (15,563) | (27,017) |
Nonrelated Party | ||
Total revenue | 247,382 | 209,454 |
Related Party | ||
Total revenue | 116,574 | 101,006 |
Cost of goods and services | 1,149 | 6,407 |
Operating expenses: | ||
Research and development | 134 | 191 |
Sales and marketing | 0 | 13 |
General and administrative | $ 2,177 | $ 30 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Foreign currency translation gain (loss), income tax (expense) benefit | $ 0.3 | $ 0.3 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY, MEMBERS' EQUITY (DEFICIT), AND MEZZANINE EQUITY (UNAUDITED) - USD ($) $ in Thousands | Total | Class A | Common Stock Class A | Common Stock Class B | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Treasury Stock | Non-Controlling interest |
Beginning balance (in shares) at Sep. 30, 2022 | 114,873,121 | 58,586,695 | |||||||
Beginning balance, Treasury Stock (in shares) at Sep. 30, 2022 | 550,904 | ||||||||
Beginning balance at Sep. 30, 2022 | $ 629,208 | $ 1 | $ 0 | $ 542,602 | $ (104,544) | $ 2,784 | $ (5,013) | $ 193,378 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (37,193) | (24,642) | (12,551) | ||||||
Stock-based compensation expense and related vesting (in shares) | 180,684 | ||||||||
Stock-based compensation expense | 8,477 | 8,477 | |||||||
Repurchase of class A common stock placed into treasury (in shares) | (21,347) | (21,347) | |||||||
Repurchase of Common Stock placed into Treasury | (288) | $ (288) | |||||||
Effect of remeasurement of non-controlling interest due to other share transactions | 0 | 1,447 | (1,447) | ||||||
Proceeds from exercise of stock options, (in shares) | 1,040,533 | ||||||||
Proceeds from exercise of stock options | 2,398 | 2,398 | |||||||
Foreign currency translation loss, net of income tax expense of $0.3 million | (3,585) | (2,374) | (1,211) | ||||||
Ending balance (in shares) at Dec. 31, 2022 | 116,072,991 | 58,586,695 | |||||||
Ending balance, Treasury Stock (in shares) at Dec. 31, 2022 | 572,251 | ||||||||
Ending balance at Dec. 31, 2022 | 599,017 | $ 1 | $ 0 | 554,924 | (129,186) | 410 | $ (5,301) | 178,169 | |
Beginning balance (in shares) at Sep. 30, 2023 | 118,903,435 | 118,903,435 | 58,586,695 | ||||||
Beginning balance, Treasury Stock (in shares) at Sep. 30, 2023 | 689,974 | ||||||||
Beginning balance at Sep. 30, 2023 | 556,330 | $ 1 | $ 0 | 581,104 | (174,164) | 3,202 | $ (7,797) | 153,984 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (25,556) | (16,743) | (8,813) | ||||||
Stock-based compensation expense and related vesting (in shares) | 169,800 | ||||||||
Stock-based compensation expense | 5,630 | 5,630 | |||||||
Effect of Siemens Industry redemption of class B-1 common stock for class A common stock (in shares) | (7,087,500) | (7,087,500) | |||||||
Effect of AES redemption of Class B-1 common stock for Class A common stock | 0 | 21,428 | (21,428) | ||||||
Effect of remeasurement of non-controlling interest due to other share transactions (in shares) | 354,134 | ||||||||
Effect of remeasurement of non-controlling interest due to other share transactions | 0 | 952 | (952) | ||||||
Proceeds from exercise of stock options, (in shares) | 453,073 | ||||||||
Proceeds from exercise of stock options | 1,116 | 1,116 | |||||||
Foreign currency translation loss, net of income tax expense of $0.3 million | 1,635 | 1,180 | 455 | ||||||
Ending balance (in shares) at Dec. 31, 2023 | 126,967,942 | 126,967,942 | 51,499,195 | ||||||
Ending balance, Treasury Stock (in shares) at Dec. 31, 2023 | 689,974 | ||||||||
Ending balance at Dec. 31, 2023 | $ 539,155 | $ 1 | $ 0 | $ 610,230 | $ (190,907) | $ 4,382 | $ (7,797) | $ 123,246 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY, MEMBERS' EQUITY (DEFICIT), AND MEZZANINE EQUITY (UNAUDITED) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||
Foreign currency translation gain (loss), income tax (expense) benefit | $ 0.3 | $ 0.3 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating activities | ||
Net loss | $ (25,556) | $ (37,193) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 2,883 | 2,424 |
Amortization of debt issuance costs | 682 | 229 |
Inventory (benefit) provision | 298 | (330) |
Stock-based compensation expense | 5,630 | 8,477 |
Deferred income taxes | 295 | (951) |
Provision on loss contracts, net | (524) | (2,720) |
Changes in operating assets and liabilities: | ||
Trade receivables | (70,550) | (21,821) |
Unbilled receivables | 11,895 | (85,959) |
Receivables from related parties | (16,882) | 55,349 |
Advances to suppliers | 3,216 | 8,033 |
Inventory | (336,408) | (430,541) |
Other current assets | (48,709) | (3,507) |
Other non-current assets | 26,459 | 375 |
Accounts payable | 255,347 | 200,722 |
Payables and deferred revenue with related parties | 148,417 | 51,716 |
Deferred revenue | 99,051 | 196,026 |
Current accruals and provisions | (455) | (20,907) |
Taxes payable | (1,438) | (3,216) |
Other current liabilities | (5,496) | (4,806) |
Other non-current liabilities | (28,792) | (298) |
Net cash provided by (used in) operating activities | 19,363 | (88,898) |
Investing activities | ||
Proceeds from maturities of short-term investments | 0 | 1,178 |
Payments for purchase of investment in joint venture | 0 | (5,013) |
Capital expenditures on software | (1,128) | 0 |
Purchase of property and equipment | (1,468) | (2,496) |
Net cash used in investing activities | (2,596) | (6,331) |
Financing activities | ||
Repurchase of Class A common stock placed into treasury | 0 | (288) |
Payment of debt issuance costs | (3,583) | 0 |
Payments for acquisitions | (3,892) | 0 |
Proceeds from exercise of stock options | 1,116 | 2,398 |
Proceeds from borrowing against note receivable - pledged as collateral | 0 | 21,142 |
Net cash (used in) provided by financing activities | (6,359) | 23,252 |
Effect of exchange rate changes on cash and cash equivalents | 3,418 | (5,776) |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 13,826 | (77,753) |
Cash, cash equivalents, and restricted cash as of the beginning of the period | 476,557 | 351,968 |
Cash, cash equivalents, and restricted cash as of the end of the period | 462,731 | 429,721 |
Supplemental Cash Flows Information | ||
Interest paid | 722 | 274 |
Cash paid for income taxes | $ 916 | $ 284 |
Organization and Operations
Organization and Operations | 3 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations | Organization and Operations Fluence Energy, Inc., a Delaware corporation (the “Company”), was formed on June 21, 2021. We conduct our business operations through Fluence Energy, LLC, and its direct and indirect subsidiaries. Fluence Energy, LLC was formed on June 30, 2017 as a joint venture between Siemens Industry, Inc. (“Siemens Industry”), an indirect subsidiary of Siemens AG (“Siemens”), and AES Grid Stability, LLC (“AES Grid Stability”), an indirect subsidiary of the AES Corporation (“AES”), and commenced operations on January 1, 2018. We refer to Siemens Industry and AES Grid Stability as the “Founders” in this Quarterly Report on Form 10-Q (this “Report”). Upon the completion of our initial public offering (“IPO”) on November 1, 2021, Fluence Energy, Inc. became a holding company whose sole material assets are the limited liability company interests (the “LLC Interests”) in Fluence Energy, LLC. All of our business is conducted through Fluence Energy, LLC, together with its subsidiaries, and the financial results of Fluence Energy, LLC are consolidated in our financial statements. Fluence Energy, LLC is taxed as a partnership for federal income tax purposes and, as a result, its members, including Fluence Energy, Inc., pay income taxes with respect to their allocable shares of its net taxable income. As of December 31, 2023, Fluence Energy, LLC had subsidiaries operating in Germany, Australia, Philippines, Chile, the Netherlands, the United States, India, Singapore, United Kingdom, Canada, Taiwan, Ireland, and Switzerland. Except where the context clearly indicates otherwise, “Fluence,” “we,” “us,” “our” or the “Company” refers to Fluence Energy, Inc. and all of its direct and indirect subsidiaries, including Fluence Energy, LLC. When used in a historical context that is prior to the completion of the IPO, “we,” “us,” “our” or “the Company” refers to Fluence Energy, LLC and its subsidiaries. The Company’s fiscal year begins on October 1 and ends on September 30. References to “fiscal year 2022” and “fiscal year 2023” refer to the twelve months ended September 30, 2022 and September 30, 2023, respectively. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer. The Company’s CODM reviews financial information on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company has determined that it operates in one operating segment, which corresponds to one reportable segment. Siemens Industry Redemption On June 30, 2022, Siemens Industry exercised its redemption right pursuant to the terms of the Third Amended and Restated Limited Liability Company Agreement of Fluence Energy, LLC (the “LLC Agreement”) with respect to its entire holding of 58,586,695 LLC Interests of Fluence Energy, LLC, together with the corresponding cancellation of an equivalent number of shares of Class B-1 common stock of Fluence Energy, Inc. (the “Siemens Redemption”). The Company elected to settle the Siemens Redemption through the issuance of 58,586,695 shares of the Company’s Class A common stock. The Siemens Redemption settled on July 7, 2022. The Siemens Redemption increased the beneficial ownership interest of the Company in Fluence Energy, LLC to 66.08% as of June 30, 2022. The impact of the change in ownership interest did not result in a change in control. The Siemens Redemption has been accounted for as an equity transaction and the carrying amount of non-controlling interest has been adjusted. Refer to “Consolidated statements of changes in stockholders’ equity ” included herein . Secondary Offering and AES Redemption On December 8, 2023, AES Grid Stability, Siemens Pension-Trust e.V. (“Siemens Pension Trust”), Qatar Holding LLC (“QHL” and together with AES Grid Stability and Siemens Pension Trust in such context, the “Selling Stockholders”) closed an underwritten public offering (the “Offering”) of 18,000,000 shares of Class A common stock of the Company by the Selling Stockholders. The Company did not sell any of its shares of Class A common stock in the Offering and the Company did not receive any of the proceeds from the Offering. Pursuant to the terms of the Company’s Registration Rights Agreement, dated as of November 1, 2021, by and among the Company and the Original Equity Owners (as defined therein), the Company paid $0.7 million in certain expenses of the Selling Stockholders related to the Offering, while the Selling Stockholders paid all applicable underwriting discounts and commissions. In conjunction with the Offering, AES Grid Stability exercised its redemption right pursuant to the terms of the LLC Agreement with respect to 7,087,500 LLC Interests held by AES Grid Stability, together with the corresponding cancellation of an equivalent number of shares of Class B-1 common stock of the Company (the “AES Redemption”). The Company elected to settle the AES Redemption through the issuance of 7,087,500 shares of the Company’s Class A common stock. The AES Redemption settled on December 8, 2023. All of the 7,087,500 shares issued to AES Grid Stability in connection with the AES Redemption were sold in the Offering. The AES Redemption increased the beneficial ownership interest of the Company in Fluence Energy, LLC to 71.12% as of December 8, 2023. The impact of the change in ownership interest did not result in a change in control. The AES Redemption has been accounted for as an equity transaction and the carrying amount of the non-controlling interest has been adjusted. Refer to “Consolidated statements of changes in stockholders’ equity ” included herein . |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Estimates | 3 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Significant Accounting Policies and Estimates | Summary of Significant Accounting Policies and Estimates Principles of Accounting and Consolidation The accompanying condensed consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and under the rules of the U.S. Securities and Exchange Commission (the “SEC”). The accompanying condensed consolidated financial statements include the accounts of Fluence Energy, Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Non-Controlling Interest As the sole managing member of Fluence Energy, LLC, Fluence Energy, Inc. operates and controls all the business and affairs of Fluence Energy, LLC and, through Fluence Energy, LLC and its direct and indirect subsidiaries, conducts the Co mpany’s business. Fluence Energy, LLC is a variable interest entity, of which Fluence Energy, Inc. beneficially owns a 71.14% inte rest as of December 31, 2023. For accounting purposes, Fluence Energy, Inc. is considered the primary beneficiary and therefore consolidates the results of Fluence Energy, LLC and its direct and indirect subsidiaries. The table below summarizes the ownership structure at the end of each respective period: December 31, 2023 September 30, 2023 Controlling Interest Ownership 71.14 % 66.99 % Non-Controlling Interest Ownership (AES) 28.86 % 33.01 % Unaudited Interim Financial Information The accompanying condensed consolidated financial statements as of December 31, 2023, and for the three months ended December 31, 2023 and 2022 are unaudited. These financial statements should be read in conjunction with the Company’s audited financial statements included in our 2023 Annual Report. In our opinion, such unaudited financial statements reflect all adjustments, including normal recurring items, that are necessary for the fair statement of the Company’s financial position as of December 31, 2023, the results of its operations for the three months ended December 31, 2023 and 2022, and its cash flows for the three months ended December 31, 2023 and 2022. The financial data and other information disclosed in these notes related to the three months ended December 31, 2023 and 2022 are also unaudited. The results for the three months ended December 31, 2023 and 2022 are not necessarily indicative of results for the full year ending September 30, 2024 and 2023, any other interim periods, or any future year or period. The balance sheet as of September 30, 2023 included herein was derived from the audited financial statements as of that date. Certain disclosures have been condensed or omitted in the interim financial statements. For a complete description of our significant accounting policies, refer to “Note 2 - Summary of Significant Accounting Policies and Estimates ” in the audited consolidated financial statements included in our 2023 Annual Report. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the accompanying condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. Items subject to such estimates and assumptions include: the relative fair value allocations to contingencies with multiple elements, the carrying amount and estimated useful lives of long-lived assets; impairment of goodwill, intangible assets, and long-lived assets; valuation allowances for inventories; deferred tax assets; revenue recognized under the percentage- of-completion method; accrued bonuses; and various project-related provisions including but not limited to estimated losses, warranty obligations, and liquidated damages. Cash, Cash Equivalents, and Restricted Cash Cash and cash equivalents include cash on-hand and highly liquid investments readily convertible to cash, with an original maturity of 90 days or less when purchased. Cash restricted for use as a result of financing or other obligations is classified separately as restricted cash. If the purpose of restricted cash relates to acquiring a long-term asset, liquidating a long-term liability, or is otherwise unavailable for a period longer than one year from the balance sheet date, the restricted cash is included in “other non-current assets.” Otherwise, restricted cash is included as a separate line item on the Company’s consolidated balance sheets. The Company typically retains cash for operations within one or more bank accounts. These accounts may hold cash in excess of the FDIC limit of $250,000. As a result, we are subject to concentration risk associated with the underlying custodial banks with whom deposits of cash and cash equivalents in excess of the FDIC limits are held. If access to these accounts is delayed or suspended indefinitely, it could have a material adverse impact on the Company’s ability to meet its financial obligations required for operations. The following table provides a reconciliation of cash, cash equivalents, and restricted cash at the end of each respective period as shown in the Company’s condensed consolidated balance sheets. in thousands December 31, 2023 September 30, 2023 Cash and cash equivalents $ 317,614 $ 345,896 Restricted cash 135,864 106,835 Restricted cash included in “Other non-current assets” 23,079 10,000 Total cash, cash equivalents and restricted cash $ 476,557 $ 462,731 Restricted cash at the end of each respective period consisted of the following: in thousands December 31, 2023 September 30, 2023 Collateral for credit card program $ 2,449 $ 2,406 Collateral for outstanding bank guarantees 133,415 104,429 Collateral for surety program included in “Other non-current assets” 23,079 10,000 Total restricted cash $ 158,943 $ 116,835 Revenue and Cost Recognition The Company’s revenue recognition policy included herein is based on the application of Accounting Standards Codification - Revenue from Contracts with Customers (ASC 606). As of December 31, 2023, the Company’s revenue was generated primarily from the sale of energy storage products and solutions, providing operational services, and the sale of digital applications and solutions. Revenue from Energy Storage Products and Solutions: The Company enters into contracts with utility companies, developers, and commercial and industrial customers to design and build battery-based energy storage products. Each storage product is customized depending on the customer’s energy needs. Customer payments are due upon meeting certain milestones that are consistent with contract-specific phases of a project. The Company determines the transaction price based on the consideration expected to be received which includes estimates of liquidated damages (“LDs”) or other variable consideration that are included in the transaction price in accordance with ASC 606. We assess any variable consideration using an expected value method. The transaction price identified is allocated to each distinct performance obligation to deliver a good or service based on the relative standalone selling prices. Generally, the Company’s contracts to design and build battery-based storage products are determined to have one performance obligation. When shipping and handling activities are performed after the customer obtains control of the product, we elect to account for shipping and handling as activities to fulfill the promise to transfer the product. The Company recognizes revenue over time as we transfer control of our product to the customer. This transfer of control to the customer is supported by clauses in the contracts, that provides enforceable rights to payment of the transaction price associated with work performed to date for products that do not have an alternative use to the Company and/or as the project is built and control transfers depending on the contract terms. Revenue for these performance obligations is recognized using the percentage of completion method based on cost incurred as a percentage of total estimated contract costs. Standard inventory materials (including batteries, enclosures, chillers, and others, which are assembled into “cubes”) that could be used interchangeably on other projects are included in our measure of progress when they are integrated into, or restricted to, the production of the customer’s project. Due to the significance of the costs associated with cubes, our judgement on when such costs should be included in the measure of progress has a material impact on revenue recognition. Contract costs include all direct material and labor costs related to contract performance. Pre-contract costs with no future benefit are expensed in the period in which they are incurred. Since the revenue recognition of these contracts depends on estimates, which are assessed continually during the term of the contract, recognized revenues and profit are subject to revisions as the contract progresses to completion. The cumulative effects of revisions of estimated total contract costs and revenues, together with any contract reserves which may be deemed appropriate, are recorded in the period in which they occur. Due to the uncertainties inherent in the estimation process, it is reasonably possible that these estimates will be revised in a different period. When a loss is forecasted for a contract, the full amount of the anticipated loss is recognized in the period in which it is determined that a loss will occur. Refer to “Loss Contracts” below for further discussion. Our contracts generally provide our customers the right to liquidated damages against Fluence in the event specified milestones are not met on time, or equipment is not delivered according to contract specifications. Liquidated damages are accounted for as variable consideration, and the contract price is reduced by the expected penalty or LD amount when recognizing revenue. Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty is resolved. Estimating variable consideration requires certain estimates and assumptions, including whether and by how much a project will be delayed and/or will not meet performance contractual specifications. The existence and measurement of liquidated damages may also be impacted by our judgements about the probability of favorable outcomes of customer disputes involving whether certain events qualify as force majeure or the reason for the events that caused project delays. Variable consideration for liquidated damages is estimated using the expected value of the consideration to be received. Fluence may incur additional costs to execute on the performance of a contract. When this happens, we typically attempt to recover the revenue associated with these costs via a change order with the customer. When this fact pattern occurs, it can create a timing difference between when we have incurred the cost versus when we record the revenue as costs are recognized immediately when incurred and the revenue from the change order is recognized as an increase to contract price when it is legally enforceable, which is usually upon signing a respective change order or equivalent document confirming the claim acceptance by customer. Revenue is recorded net of any taxes assessed on and collected from customers, which are remitted to the governmental authorities. For our sale of energy storage products and solutions, services, and digital applications contracts where there are multiple performance obligations in a single contract or we sign separate contracts at or near the same time with the same customer that meet the criteria for combination, the Company allocates the consideration to the various obligations in the contract based on the relative standalone selling price. Standalone selling prices are estimated based on estimated costs plus margin taking into consideration pricing history and market factors. Revenue from Services: The Company also enters into long-term service agreements with customers to provide operational services related to battery-based energy storage products and solutions. The services include maintenance, monitoring, and other minor services. The Company accounts for the services as a single performance obligation as the services are substantially the same and have the same pattern of transfer to customers. We typically recognize revenue overtime using a straight-line recognition method for these types of services. The Company believes using a time-based method to measure progress is appropriate as the performance obligations are satisfied evenly over time based on the fact that customers receive the services evenly. Revenue is recognized by dividing the total transaction price over the service period. Some of the agreements also provide a commitment to perform augmentation activities which would typically be represented by installation of additional batteries, and other components as needed, to compensate for partially lost capacity due to degradation of batteries over time. The obligation to perform augmentation activities can take the form of either maintaining battery capacity above a given threshold for a stated term while others provide a fixed number of augmentations over a contract term. Augmentation arrangements that require us to maintain battery capacity above an established thresholds for a given term may be considered service-type warranties depending on the contract terms. These represent a stand-ready obligation in which the customer benefits evenly overtime, of which we recognize revenue for these arrangements using a straight-line recognition method. Alternatively, augmentation arrangements that require us to perform a fixed number of augmentations over a contract term follow the percentage of completion revenue recognition method. Since these arrangements require a fixed number of augmentations we must perform, we use the pattern of cost as a proxy to identify when our obligations are satisfied and to recognize revenue. Revenue from Digital Applications and Solutions: The Company provides access to proprietary cloud-based Software-as-a-Service (“Saas”) through the Fluence IQ platform. The Fluence IQ platform currently includes Fluence Mosaic and Fluence Nispera. Fluence Mosaic is an intelligent bidding software for utility-scale storage and renewable assets, enabling customers to optimize asset trading in wholesale electricity markets. Fluence Mosaic is currently available in the NEM (Australia), CAISO (California), and ERCOT (Texas) markets. Fluence Nispera is our asset performance management (APM) software, which we acquired in 2022. Fluence Nispera helps customers monitor, analyze, forecast, and optimize the performance and value of renewable energy assets. Its flagship offering is an AI-driven utility-scale asset performance management platform that supports portfolios of energy storage, solar, and wind assets. Customers do not receive legal title or ownership of the applications as a result of these arrangements. The use of the Fluence IQ platform is separately identifiable from other promises that the Company offers to its customers (i.e., it is not highly interrelated or integrated with other solutions). As such, we determined that the Fluence IQ platform is accounted for as a separate performance obligation when combined with other products and services. We consider access to the platform and related support services in a customer contract to be a series of distinct services which comprise a single performance obligation because they are substantially the same and have the same pattern of transfer. We recognize revenue over time using a straight-line recognition method. Cost of Goods and Services: Cost of goods and services consists primarily of product costs, including purchased materials and supplies, as well as costs related to shipping, customer support, product warranty and personnel. Personnel costs in cost of goods and services includes both direct labor costs as well as costs attributable to any individuals whose activities relate to the transformation of raw materials or component parts into finished goods or the transportation of materials to the customer. Cost of goods and services are recognized when services are performed, or control of goods are transferred to the customers, which is generally based upon International Commercial Terms (commonly referred to as ‘‘incoterms’’) stated in corresponding supply agreements or purchase orders. Standard inventory materials that could be used interchangeably on other projects are included in cost of goods sold when they are integrated into, or restricted to, the production of the customer’s project . Deferred Revenue: Deferred revenue represents the excess billings to date over the amount of revenue recognized to date. Contract advances represent amounts received by the Company upon signing of the related contracts with customers. The advances are offset proportionately against progress billings. Any outstanding portion is included in deferred revenue on the accompanying consolidated balance sheets. Loss Contracts: A contract becomes a loss contract when its estimated total costs are expected to exceed its total revenue. The Company accrues the full loss expected in the period a loss contract is identified in “Current liabilities — Accruals and provisions” and “Cost of goods and services” on the Company’s consolidated balance sheets and consolidated statements of operations and comprehensive loss, respectively. Inventory, Net Inventory consists of cubes, batteries and equipment, enclosures, inverters, and spare parts which are used in ongoing battery storage projects for sale. Inventory is stated at the lower of cost or net realizable value with cost being determined by the specific identification method. Costs include cost of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. The Company periodically reviews its inventory for potential obsolescence and write down of its inventory, as appropriate, to net realizable value based on its assessment of usefulness and marketability conditions. Software Development Cost s Our software development costs primarily relate to three categories: (i) internal-use software development costs, (ii) hosting arrangements which are service contracts, and (iii) external-use software development costs. We capitalize costs incurred to purchase or develop software for internal use and software to be sold or leased externally. Internal-use software development costs are capitalized during the application development stage in accordance with ASC 350-40, Internal-Use Software . These capitalized costs are reflected in “Intangible assets, net” on the consolidated balance sheets and are amortized over the estimated useful life of the software. Our internal-use software relates to our (i) SaaS customer offerings and is amortized to “Cost of goods and services” and (ii) internally developed solutions and are amortized to “General and administrative.” The useful life of our internal-use software development costs is generally 3 to 5 years. During the three months ended December 31, 2023 and December 31, 2022, the Company capitalized $0.9 million and $0 million, respectively, of internal-use software. Internal-use software development costs associated with hosting arrangements are capitalized during the application development stage. These are generally cloud-computing arrangements that are service contracts. The capitalized costs are reflected in “Other long-term assets” on the consolidated balance sheets and are amortized to “General and administrative” once ready for intended use over the remaining hosting period. During the three months ended December 31, 2023 and December 31, 2022, the Company capitalized $1.5 million and $0 million, respectively, of development costs related to hosting arrangements. External-use software development costs developed to be sold or leased externally are capitalized upon the establishment of technological feasibility for a product in accordance with ASC 985-20, Software to be Sold or Leased Externally. These software development costs are reflected in “Intangible assets, net” on our consolidated balance sheets and amortized to “Cost of goods and services” on a product basis by the greater of the straight-line method over the estimated economic life of the product or the ratio that current gross revenues for a product bear to the total current and anticipated future gross revenues for that product. The useful life of our external-use software development costs is generally 5 years. During the three months ended December 31, 2023 and December 31, 2022, the Company capitalized $0.2 million and $0 million, respectively, of external-use software to be sold. Fair Value Measurements 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 and to minimize the use of unobservable inputs. The following fair value hierarchy, defined by ASC 820, Fair Value Measurements , is used to classify assets and liabilities based on the observable inputs and unobservable inputs used to value the assets and liabilities: Level 1—Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2—Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 2 inputs include those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted prices, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Level 3—Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value from the perspective of a market participant. The Company does not have significant recurring Level 3 fair value measurements. The Company’s cash equivalents include term deposits with original maturity of less than 90 days and are recorded at amortized cost. Fair value of cash equivalents approximates the carrying amount. The carrying amounts of trade receivables, accounts payable and short-term debt obligations approximate fair values due to their short maturities. Loss per Share As of December 31, 2023, the Company’s amended and restated certificate of incorporation authorizes three classes of common stock: Class A, Class B-1 and Class B-2. Loss per share is calculated and reported under the “two-class” method. The “two-class” method is an earnings allocation method under which loss per share is calculated for each class of common stock considering both distributions declared or accumulated and participation rights in undistributed losses as if all such loss had been distributed during the period. Basic loss per share of Class A common stock is computed by dividing net loss attributable to Class A common stockholders by the weighted average number of shares of Class A common stock outstanding during the period. Diluted net loss per share of Class A common stock is computed by adjusting the net loss available to Class A common stockholders and the weighted average shares of Class A common stock outstanding to give effect to potentially dilutive securities. Shares of our Class B-1 and Class B-2 common stock are not entitled to receive any distributions or dividends. When a common unit of Fluence Energy, LLC is redeemed for cash or Class A common stock, at the Company’s election, by a Founder who holds shares of our Class B-1 or Class B-2 common stock, as applicable, such Founder will be required to surrender a share of Class B-1 or Class B-2 common stock, as the case may be, which we will cancel for no consideration. In the event of cash settlement, the Company is required to issue new shares of Class A common stock and use the proceeds from the sale of these newly-issued shares of Class A common stock to fully fund the cash settlement. Therefore, we did not include shares of our Class B-1 or Class B-2 common stock in the computation of basic loss per share. As we have incurred losses for all periods presented, diluted loss per share is equal to basic loss per share because the effect of potentially dilutive securities would be antidilutive. The following table presents the potentially dilutive securities that were excluded from the computation of diluted loss per share: Three Months Ended December 31, 2023 2022 Class B-1 common stock 51,499,195 58,586,695 Outstanding pre-IPO options (“2020 Unit Option Plan”) 4,846,089 7,835,243 Outstanding phantom units 256,935 513,865 Outstanding restricted stock units (“RSUs”) 2,351,121 2,011,690 Outstanding performance share units (“PSUs”) 329,055 — Outstanding non-qualified stock options (“NQSOs”) 132,524 — Outstanding restricted stock (“Nispera”) 354,134 531,202 Basic and diluted net loss per share of Class A common stock for the three months ended December 31, 2023 and 2022, respectively, have been computed as follows: Three Months Ended December 31, In thousands, except share and per share amounts 2023 2022 Net loss $ (25,556) $ (37,193) Less: Net loss attributable to the non-controlling interest (8,813) (12,551) Net loss attributable to Fluence Energy, Inc. $ (16,743) $ (24,642) Weighted average number of Class A common stock - basic and diluted 121,113,282 115,393,437 Loss per share of Class A common stock - basic and diluted $ (0.14) $ (0.21) Recent Accounting Standards Adopted The following table presents accounting standards adopted during the three months ended December 31, 2023. Standard Description Period of Adoption Effect on the financial statements and other significant matters Accounting Standards Update (“ASU”) No. 2022-04: Liabilities-Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations ASU 2022-04 requires entities to disclose the key terms of supplier finance programs they use in connection with the purchase of goods and services, along with the amount of obligations outstanding at the end of each period and an annual roll forward of such obligations. This standard does not affect the recognition, measurement, or financial statement presentation of supplier finance program obligations. As of the three months ended December 31, 2023. The Company presented the key terms of its supply chain financing programs along with a roll forward of activity in “Footnote 16 - Supply Chain Financing.” There was no impact as a result of the adoption on financial statement presentation or results of operations for any period presented. Recent Accounting Standards Not Yet Adopted The following table presents accounting standards not yet adopted: Standard Description Required date of adoption Effect on the financial statements and other significant matters Accounting Standards Update (“ASU”) No. 2023-07: Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ASU 2023-07 requires disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. The update requires other specified segment items and amounts, such as depreciation, amortization, and depletion expense, to be disclosed under certain circumstances. The amendments in this Update do not change or remove those disclosure requirements. The amendments in this Update also do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. ASU 2023-07 is effective for the Company’s annual report for fiscal year ending September 30, 2025. The Company is evaluating the impact that this guidance will have on its disclosures. The Company only has one reportable segment. Accounting Standards Update (ASU) No. 2023-09: Income Taxes (Topic 740): Improvements to Income Tax Disclosures ASU 2023-09 adopts certain amendments to improve the effectiveness of income tax disclosures, including jurisdictional information, by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation, and (2) Income taxes paid, disaggregated by jurisdiction. ASU 2023-09 is effective for the Company’s annual report for fiscal year ending September 30 2026. The Company is evaluating the impact this guidance will have on income tax disclosures. Reclassifications |
Lessee,Operating Lease | Leases The Company’s right-of-use assets and lease liabilities primarily relate to offices, land, warehouses, and equipment. The Company’s leases generally have remaining lease terms of one year to three years. The Company's leases are all classified as operating leases. Certain of the Company’s leases contain renewal, extension, or termination options. The Company assesses each option on an individual basis and will only include options reasonably certain of exercise in the lease term. The Company generally considers the base term to be the term provided in the contract. None of the Company’s lease agreements contain material options to purchase the leased property, material residual value guarantees, or material restrictions or covenants. The amounts of assets and liabilities and other information for our operating leases are as follows: In thousands Balance Sheet Caption December 31, 2023 September 30, 2023 Assets: Right of use asset - operating leases Other non-current assets $ 4,558 $ 2,857 Liabilities: Current portion of operating lease liabilities Other current liabilities $ 2,219 $ 1,569 Operating lease liabilities, net of current portion Other non-current liabilities 2,272 1,334 $ 4,491 $ 2,903 |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 3 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | Revenue from Contracts with Customers Revenue is primarily derived from sales of our energy storage products and solutions. The following table presents the Company’s revenue disaggregated by product or service type: In thousands Three Months Ended December 31, 2023 2022 Revenue from energy storage products and solutions $ 356,941 $ 305,803 Revenue from services 5,747 3,876 Revenue from digital applications and solutions 1,268 781 Total $ 363,956 $ 310,460 The following table presents the Company’s revenue disaggregated by geographical region. Revenues are attributed to regions based on location of customers: In thousands Three Months Ended December 31, 2023 2022 Americas (North, Central and South America) $ 259,217 $ 176,471 APAC (Asia Pacific) 81,872 19,560 EMEA (Europe, Middle-East and Africa) 22,867 114,429 Total $ 363,956 $ 310,460 Customer Concentration For the three months ended December 31, 2023, the Company’s top four customers, in the aggregate, accounted for approximately 86% of total revenue. For the three months ended December 31, 2022, the Company’s top two customers, in the aggregate, accounted for approximately 51% of total revenue. Deferred Revenue Deferred revenue represents the excess billings over the amount of revenue recognized to date. Deferred revenue from related parties is included in payables and deferred revenue with related parties on the Company’s condensed consolidated balance sheets. The following table provides information about deferred revenue from contracts with customers: In thousands December 31, 2023 2022 Deferred revenue, beginning of period $ 273,164 $ 273,073 Additions 215,742 287,840 Revenue recognized related to amounts that were included in beginning balance of deferred revenue (106,074) (91,815) Deferred revenue, end of period $ 382,832 $ 469,098 In thousands December 31, 2023 2022 Deferred revenue from related parties, beginning of period $ 110,274 $ 300,697 Additions 209,018 88,530 Revenue recognized related to amounts that were included in beginning balance of deferred revenue (61,060) (38,332) Deferred revenue from related parties, end of period $ 258,232 $ 350,895 Remaining Performance Obligations The Company’s remaining performance obligations (“backlog”) represent the unrecognized revenue value of its contractual commitments, which include deferred revenue and amounts that will be billed and recognized as revenue in future periods. The Company’s backlog may vary significantly each reporting period based on the timing of major new contractual commitments and the backlog may fluctuate with currency movements. In addition, under certain circumstances, the Company’s customers have the right to terminate contracts or defer the timing of its services and their payments to the Company. As of December 31, 2023, the Company had $3.7 billion of remaining performance obligations related to contractual commitments, of which, we expect to recognize in revenue approximately 60% in the next 12 months, with the remainder recognized in revenue in periods thereafter. Variable Consideration |
Inventory, Net
Inventory, Net | 3 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory, Net | Inventory, Net Inventory consisted of the following: In thousands December 31, 2023 September 30, 2023 Cost Provision Net Cost Provision Net Cubes, batteries, and other equipment $ 561,191 $ (339) $ 560,852 $ 221,711 $ (105) $ 221,606 Spare parts 3,850 (236) 3,614 3,469 (172) 3,297 Total $ 565,041 $ (575) $ 564,466 $ 225,180 $ (277) $ 224,903 |
Other Current Assets
Other Current Assets | 3 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Other Current Assets Other current assets consisted of the following amounts: In thousands December 31, 2023 September 30, 2023 Taxes recoverable $ 18,854 $ 16,411 Advance payments 710 1,102 Prepaid expenses 13,570 3,470 Prepaid insurance 10,899 674 Derivative assets (a) 269 2,310 Other 5,752 7,107 Total $ 50,054 $ 31,074 (a) Derivative assets represent forward contracts which are used predominantly to mitigate foreign exchange rate exposure on costs incurred on customer projects. Gains and losses on forward contracts are recorded to cost of goods and services. |
Intangible Assets, Net
Intangible Assets, Net | 3 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Intangible Assets, Net Intangible assets are stated at amortized cost and consisted of the following: In thousands December 31, 2023 September 30, 2023 Cost Accumulated Amortization Net Cost Accumulated Amortization Net Patents and licenses $ 28,676 $ (11,487) $ 17,189 $ 28,673 $ (11,002) $ 17,671 Developed technology 30,906 (6,044) 24,862 29,430 (5,218) 24,212 Customer relationship 4,626 (1,522) 3,104 4,277 (1,233) 3,044 Trade names/Trademarks 5,332 (3,506) 1,826 5,265 (3,337) 1,928 Capitalized internal-use software 7,539 (1,106) 6,433 6,458 (762) 5,696 Capitalized software to be sold 3,509 (143) 3,366 3,266 (65) 3,201 Total $ 80,589 $ (23,809) $ 56,780 $ 77,369 $ (21,617) $ 55,752 |
Goodwill
Goodwill | 3 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill No impairment was recognized for the three months ended December 31, 2023 or 2022. The following table presents the goodwill activity for the three months ended December 31, 2023 and 2022: In thousands December 31, 2023 2022 Goodwill, Beginning of the period $ 26,020 $ 24,851 Foreign currency adjustment 1,515 965 Goodwill, End of the period $ 27,535 $ 25,816 |
Leases
Leases | 3 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases The Company’s right-of-use assets and lease liabilities primarily relate to offices, land, warehouses, and equipment. The Company’s leases generally have remaining lease terms of one year to three years. The Company's leases are all classified as operating leases. Certain of the Company’s leases contain renewal, extension, or termination options. The Company assesses each option on an individual basis and will only include options reasonably certain of exercise in the lease term. The Company generally considers the base term to be the term provided in the contract. None of the Company’s lease agreements contain material options to purchase the leased property, material residual value guarantees, or material restrictions or covenants. The amounts of assets and liabilities and other information for our operating leases are as follows: In thousands Balance Sheet Caption December 31, 2023 September 30, 2023 Assets: Right of use asset - operating leases Other non-current assets $ 4,558 $ 2,857 Liabilities: Current portion of operating lease liabilities Other current liabilities $ 2,219 $ 1,569 Operating lease liabilities, net of current portion Other non-current liabilities 2,272 1,334 $ 4,491 $ 2,903 |
Current Accruals and Provisions
Current Accruals and Provisions | 3 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Current Accruals and Provisions | Current Accruals and Provisions Accruals mainly represent milestones not yet invoiced for inventory such as batteries, cubes, and inverters. According to master supply agreements between the Company and suppliers of our inventory, vendor invoices are issued according to contracted billing schedules with certain milestones invoiced after delivery, upon full installation and commissioning of the equipment at substantial completion and final completion project stages. Current accruals and provisions consisted of the following: In thousands December 31, 2023 September 30, 2023 Accruals $ 149,340 $ 148,906 Provisions for expected project losses 10,555 12,072 Current portion of warranty accrual 12,114 11,245 Total $ 172,009 $ 172,223 |
Debt
Debt | 3 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt Revolving Credit Facility On November 1, 2021, the Company entered into a credit agreement for a revolving credit facility (the “Revolver”), by and among Fluence Energy, LLC, as the borrower, Fluence Energy, Inc., as a parent guarantor, the subsidiary guarantors party thereto, the lenders party thereto and JP Morgan Chase Bank, N.A., as administrative agent and collateral agent (the “Credit Agreement”). The Revolver was secured by a (i) first priority pledge of the equity securities of Fluence Energy, LLC and its subsidiaries and (ii) first priority security interests in, and mortgages on, substantially all tangible and intangible personal property and material fee-owned real property of Fluence Energy, LLC, the parent guarantor and each subsidiary guarantor party thereto, in each case, subject to customary exceptions and limitations. The initial aggregate amount of commitments was $190.0 million from the lenders party thereto including JP Morgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc., Bank of America, N.A., Barclays Bank PLC, and five other banks. On June 30, 2022, the Company increased the revolving commitment available under the Revolver by $10.0 million to an aggregate of $200.0 million with the addition of UBS AG, Stamford Branch as an additional lender under the Revolver. On May 19, 2023, the Credit Agreement was amended to replace Adjusted LIBOR with Adjusted Term SOFR as the applicable benchmark interest rate with respect to certain classes of loans. The Revolver was originally scheduled to mature on November 1, 2025. The Revolving Credit Agreement was terminated effective November 22, 2023, in conjunction with the entry into the new ABL Credit Agreement (as further described below). The Revolver bore interest at either (i) the Adjusted SOFR Rate (as defined in the Revolving Credit Agreement) plus 3.0% or (ii) the Alternate Base Rate (as defined in the Revolving Credit Agreement) plus 2.0% (subject to customary LIBOR replacement provisions and alternative benchmark rates including customary spread adjustments with respect to borrowings in foreign currency), at the option of Fluence Energy, LLC. Fluence Energy, LLC was required to pay to the lenders a commitment fee of 0.55% per annum on the average daily unused portion of the revolving commitments through maturity. The Revolver also provided for up to $200.0 million in letter of credit issuances, which required customary issuance and administration fees, as well as a fronting fee payable to each issuer thereof and a letter of credit participation fee of 2.75% per annum payable to the lenders. The Revolving Credit Agreement contained covenants that, among other things, restricted our ability to incur additional indebtedness; incur liens; sell, transfer, or dispose of property and assets; make investments or acquisitions; make dividends, distributions, or other restricted payments; and engage in affiliate transactions. Under the terms of the Revolving Credit Agreement, Fluence Energy, LLC and its subsidiaries were limited in their ability to pay cash dividends to, lend to, or make other investments in Fluence Energy, Inc., subject to certain exceptions, including among others (i) the ability to make investments of up to the greater of (a) $10,500,000 and (b) 1.5% of the consolidated assets of Fluence Energy, Inc. and its subsidiaries, and (ii) the ability to issue dividends and make other restricted payments (a) if after giving pro forma effect to such dividend or other restricted payment the Total Liquidity (as defined in the Revolving Credit Agreement) of Fluence Energy, Inc. and its subsidiaries party to the Revolving Credit Agreement was at least $600,000,000, or (b) such dividend or other restricted payment was made to reimburse Fluence Energy, Inc. for certain tax distributions under the LLC Agreement and certain payments under the Company’s Tax Receivable Agreement and certain operational expenses incurred in connection with the ownership and management of Fluence Energy, LLC. In addition, we were required to maintain (i) minimum liquidity and gross revenue requirements, in each case, until consolidated EBITDA reached $150.0 million for the most recent four fiscal quarters and we made an election, and (ii) thereafter, a maximum total leverage ratio and a minimum interest coverage ratio. Such covenants were tested on a quarterly basis. Asset-Based Lending Facility On November 22, 2023, the Company entered into an asset-based syndicated credit agreement with revolving commitments in an aggregate principal amount of $400.0 million (the "ABL Facility"), by and among Fluence Energy, LLC, as parent borrower, Fluence Energy, Inc., as parent, the other borrowers party thereto, the other guarantors party thereto, the lenders party thereto (the “ABL Lenders”), and Barclays Bank PLC (“Barclays”), as administrative agent (the "ABL Credit Agreement"). The ABL Facility is secured by (i) a first priority pledge of Fluence Energy, Inc.’s equity interests in Fluence Energy, LLC and (ii) first priority security interests in, and mortgages on, substantially all tangible and intangible personal property and material fee-owned real property of Fluence Energy, Inc., Fluence Energy, LLC and Fluence Energy Global Production Operation, LLC, in each case, subject to customary exceptions and limitations. Borrowings under the ABL Facility will mature, and lending commitments thereunder will terminate, on November 22, 2027. The Company entered into that certain Master Assignment and Assumption and Issuing Bank Joinder, effective December 15, 2023, with Citibank N.A., the ABL Lenders, and Barclays, adding Citibank N.A. as a lender party to the ABL Facility (the “ABL Joinder”). Borrowing availability under the ABL Facility is determined by a borrowing base calculation that is based on specified percentages of U.S. eligible inventory, net orderly liquidation value of most recent inventory appraisal, and U.S. eligible in-transit inventory, less the aggregate amount of any reserves. The ABL Credit Agreement provides for a full cash dominion period (a) if an event of default is occurring or (b) beginning on the date on which Excess Availability is less than the greater of (i) 12.5% of the Line Cap and (ii) if the borrowing base then in effect is (A) less than $200.0 million, $25.0 million and (B) greater than or equal to $200.0 million, $50.0 million. Line Cap is defined under the ABL Facility as the lesser of the total commitments of the ABL Lenders and the borrowing base. Excess Availability is defined under the ABL Facility as an amount equal to (a) the lesser of (i) the total commitments of all lenders and (ii) the borrowing base, minus (b) total revolving extensions of credit then outstanding at anytime. The ABL Credit Agreement sets forth that (i) loans comprising each ABR Borrowing (as defined in the ABL Credit Agreement) shall bear interest at the Alternate Base Rate (as defined in the ABL Credit Agreement) plus an additional margin ranging from 1.00% to 1.50%, depending on the Average Excess Availability (as defined in the ABL Credit Agreement) during the applicable determination period, (ii) loans comprising each Canadian Prime Loan Borrowing (as defined in the ABL Credit Agreement) shall bear interest at the Canadian Prime Rate (as defined in the ABL Credit Agreement) plus an additional margin ranging from 1.00% to 1.50%, depending on the Average Excess Availability during the applicable determination period, and (iii) the loans comprising each Term Benchmark Borrowing (as defined in the ABL Credit Agreement) shall bear interest at the Adjusted Term SOFR Rate, the Adjusted EURIBOR Rate or Adjusted Term CORRA (each as defined in the ABL Credit Agreement), as applicable, plus an additional margin ranging from 2.00% to 2.50%, depending on the Average Excess Availability during the applicable determination period, in each instance subject to customary benchmark replacement provisions. Fluence Energy, LLC is required to pay to the ABL Lenders a commitment fee on the average daily unused portion of the commitments through maturity, which shall accrue at the rate of (a) until the last day of the first full calendar quarter following the closing of the ABL Facility, 0.450% per annum, and (b) thereafter, 0.450% per annum if average revolving loan utilization is less than or equal to 50% and 0.375% per annum if average revolving loan utilization is greater than 50%. The ABL Facility also provides for a letter of credit sublimit in the amount of $200.0 million, if certain conditions are met. Each letter of credit issuance will be conditioned upon, among other conditions, the payment of certain customary issuance and administration fees, as well as payment of a fronting fee to each issuer thereof and payment of a letter of credit participation fee payable to the ABL Lenders. The ABL Credit Agreement contains customary covenants for this type of financing, including, but not limited to, covenants that restrict our ability to incur indebtedness; incur liens; sell, transfer, or dispose of property and assets; make investments or acquisitions; pay dividends, make distributions or other restricted payments; and engage in affiliate transactions. The ABL Credit Agreement limits our ability to make certain payments, including dividends and distributions on Fluence Energy, LLC’s equity, the Company’s equity and other restricted payments. Under the terms of the ABL Credit Agreement, Fluence Energy, LLC and its subsidiaries are currently limited in their ability to pay cash dividends to, lend to, or make other investments in Fluence Energy, Inc., subject to certain exceptions. In addition, if certain payment conditions under the ABL Credit Agreement are satisfied, including the satisfaction of a minimum excess availability requirement, then additional specified transactions may be made by the Company and its subsidiaries. The Company agreed that it will not, and its subsidiaries will not, permit Total Liquidity (as defined in the ABL Credit Agreement) at any time to be less than the greater of (i) 20% of the Line Cap then in effect and (ii) $64.0 million, and the Company agreed that it will not, and its subsidiaries will not, permit Excess Availability to be less than the greater of (i) $15.0 million and (ii) 10% of the Line Cap then in effect. Such covenants will be tested on a quarterly basis and upon certain restricted payments, the incurrence of indebtedness, certain dispositions and other specified transactions. As of December 31, 2023, we were in compliance with all such covenants or maintained availability above such covenant triggers. As of December 31, 2023 , we had no borr owings under the ABL Facility and $0 of letters of credit outstanding, and availability under the facility of $75.2 million. Borrowings Against Note Receivable - Pledged as Collateral In December 2022, the Company transferred $24.3 million in customer receivables to Standard Chartered Bank (“SCB”) in the Philippines for proceeds of $21.1 million. The receivables all related to our largest customer in that country. The underlying receivables transferred were previously aggregated into a long term note, with interest, and has a maturity date of September 30, 2024. In April 2023, the Company aggregated into an additional long term note and transferred an additional $30.9 million in receivables with the same customer to SCB for proceeds of $27.0 million, upon substantially similar terms as the December 2022 transfer and has a maturity date of December 27, 2024. These transactions are treated as secured borrowings as the Company did not transfer the entire note receivables due from the customer to SCB. The Company continues to receive quarterly interest income from the customer, while SCB is responsible for collecting payments on the principal balances which represent the initial receivable balances from the customer. The Company has no other continuing involvement or exposure related to the underlying receivables. For the three months ended December 31, 2023, the Company recorded net interest income of $0.1 million, which represents the aggregate of $1.2 million in interest income and $1.1 million in interest expense recorded in “Interest income, net.” Refer to “Note 13 - Related-Party Transactions ” for details regarding borrowings from related parties. |
Income Taxes
Income Taxes | 3 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s provision for income taxes is based on the estimated annual effective tax rate, plus discrete items. Income tax benefit was $1.2 million and $0.6 million for the three months ended December 31, 2023 and 2022, respectively. The effective tax rate for the three months ended December 31, 2023 and 2022 was 4.6% and 1.6%, respectively. For the three months ended December 31, 2023, the Company’s effective tax rate differs from the U.S. statutory tax rate of 21% primarily due to valuation allowances. For the three months ended December 31, 2022, the Company’s effective tax rate differs from the U.S. statutory tax rate of 21% primarily due to flow-through losses attributable to the Founders, valuation allowances, and foreign exchange gains. As of each of December 31, 2023 and September 30, 2023, the Company does not believe it has any significant uncertain tax positions and therefore, has not recorded any unrecognized tax benefits. The Company evaluates the realizability of its deferred tax assets on a quarterly basis and establishes valuation allowances when it is more-likely-than-not that all or a portion of a deferred tax asset may not be realized. As of December 31, 2023 and September 30, 2023, the Company had recorded a full valuation allowance against deferred tax assets on Fluence Energy, Inc. primarily related to its investment in Fluence Energy, LLC, as well as on certain foreign subsidiaries based on the weight of available evidence, including cumulative losses. In the event that the valuation allowance related to tax benefits associated with the Tax Receivable Agreement is released in a future period, a Tax Receivable Agreement liability will be recorded based on the amounts probable and reasonably estimable in accordance with ASC 450. |
Commitment and Contingencies
Commitment and Contingencies | 3 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Guarantees, Commitments, Letter of Credits and Surety Bonds As of December 31, 2023, the Company had outstanding bank guarantees, parent guarantees, letters of credit, and surety bonds issued as performance security arrangements for a number of our customer projects. These contractual commitments are all accounted for off-balance sheet. In the event that we fail to perform under a project backstopped by such credit support, the customer may demand performance and/or payment, as applicable, pursuant to the terms of the project contract and applicable credit support instrument from the Company, surety, or bank, as the case may be. Our relationship with our sureties is such that we will indemnify the sureties for any expenses they incur in connection with any of the bonds they issue on our behalf and we may be required to post collateral to support the bonds. The Company expects that its performance obligations secured by these bank guarantees, parent company guarantees, letters of credit and surety bonds will generally be completed in the ordinary course of business and in accordance with the applicable contractual terms. Typical energy storage products and solutions contracts and long-term service agreements contain provisions for performance liquidated damages payments if the solution fails to meet the guaranteed performance thresholds at completion of the project or throughout the service agreement period. The following table summarizes contingent contractual obligations as of December 31, 2023. Amounts presented in the following table represent the Company's current undiscounted exposure to guarantees, commitments, letters of credit and surety bonds and the range of maximum undiscounted potential exposure. The maximum exposure is not reduced by the amounts, if any, that could be recovered under the recourse or collateralization provisions in the guarantees, commitments, letters of credit, and surety bonds. Amount (in $ millions) Number of Agreements Maximum Exposure Range for Each Agreement (in $ millions) Guarantees and commitments $1,613 50 $0 - 445.8 Letters of credit under the bilateral credit facility (a) 125 32 0 - 29.5 Letters of credit under ABL Credit Agreement — — 0 - 0 Surety bonds 389 39 0 - 81.9 Total $2,127 121 (a) In conjunction with the termination of the Revolving Credit Agreement on November 22, 2023 (as described above in “Note 10 – Debt”), the outstanding letters of credit under the terminated agreement were transferred to a bilateral credit facility with JP Morgan Chase Bank, N.A. Purchase Commitments The Company has commitments for minimum volumes of purchases of battery modules under a master supply agreement. Liquidated damages apply if the minimum purchase volumes are not met. The Company expects to meet the minimum committed volumes of purchases. The following table presents our future minimum purchase commitments by fiscal year, primarily for battery modules, and liquidated damages, if the minimum purchase volumes are not met, as of December 31, 2023 : in thousands Purchase Commitments Liquidated Damages 2024 $ 16,531 $ — 2025 232,107 9,000 2026 757,133 16,200 2027 750,000 16,200 2028 and thereafter 2,250,000 48,600 Total $ 4,005,771 $ 90,000 During the three months ended December 31, 2021, the Company made a $60.0 million advance payment as a capacity guaran tee pursuant to a purchase agreement with one of our suppliers, of which, as of December 31, 2023, the balance of $12.8 million is recorded within “Advances to suppliers” on the condensed consolidated balance sheets. Negotiations with our Largest Battery Module Vendor In December 2021, the Company entered negotiations with our largest battery module vendor to amend the battery supply agreement. As part of the discussions, the vendor sought to renegotiate the price the Company would pay for battery modules purchased in calendar year 2022 as well as those expected to be purchased during the remainder of calendar year 2022 and calendar year 2023. As part of these negotiations, the Company also discussed settlement of contractual claims by Fluence to the vendor. These negotiations continued throughout calendar year 2022. On December 15, 2022, the Company finalized an agreement with the vendor, amending the supply agreement and resolving Fluence’s claims. The approximately $19.5 million settlement for the Company’s claims was recognized as a reduction of costs of goods and services for the three months ended December 31, 2022. Warranties The Company is party to both assurance and service-type warranties for various lengths of time. The Company recognizes revenue for service- type warranties using a straight-line approach. The Company provides a limited warranty related to the successful operation of battery-based energy storage solutions, apart from the service-type warranties described above and are normally provided for a limited period of time from one The Company’s assurance-type warranties are often backed by supplier covered warranties for major original equipment manufacturers (OEMs) such as batteries and inverters, which is included in our estimated warranty liability. The Company records a corresponding asset for a portion of the warranty cost to be covered by the supplier warranty due to the fact that the contracts are enforceable, the suppliers are financially viable, and we have a history of satisfying claims with our suppliers. The asset is recorded with in “Other current assets” and “Other non-current assets” on the condensed consolidated balance sheet. As of December 31, 2023 and September 30, 2023, the Company accrued the below estimated warranty liabilities, which the table reflects three months activity and twelve months activity: In thousands December 31, 2023 September 30, 2023 Warranty balance, beginning $ 26,909 1,625 Warranties issued and assumed in period 2,517 12,168 Change in estimates — 8,288 Change in balance sheet presentation — 10,307 Net changes in liability for warranty expirations, costs incurred, and foreign exchange impact (887) (5,479) Warranty balance, ending $ 28,539 $ 26,909 Less: Recoverable warranty costs from suppliers 10,959 10,307 Warranty balance, net of recoverable warranty costs from suppliers, at end of period $ 17,580 $ 16,602 Effective March 31, 2023, the Company updated its estimation model for calculating the recurring warranty reserve rate, which is a key input into our estimated assurance-type warranty liability. We then subsequently updated the presentation effective September 30, 2023, to present the full warranty liability and record a corresponding asset for recoverable warranty costs from suppliers. The key inputs and assumptions used by us to estimate our warranty liability are: (1) the number of units expected to fail or be replaced over time (i.e., failure rate); and (2) the per unit cost of replacement, including shipping, labor costs, and costs for equipment necessary for repair or replacement that are expected to be incurred to replace or repair failed units over time (i.e., repair or replacement cost). The Company’s Safety and Quality department has primary responsibility to determine the estimated failure rates for each generation of product. The key inputs and assumptions used in calculating the estimated assurance warranty liability are reviewed by management on as needed basis. The Company may make additional adjustments to the estimated assurance warranty liability based on our comparison of actual warranty results to expected results for significant differences or based on performance trends or other qualitative factors. If actual failure rates, or replacement costs differ from our estimates in future periods, changes to these estimates may be required, resulting in increases or decreases in our estimated assurance warranty liability which may be material. As we are in an evolving market, there is a degree of estimation uncertainty regarding our estimated recurring warranty accrual rate. Legal Contingencies From time to time, the Company may be involved in litigation relating to claims that arise out of our operations and businesses and that cover a wide range of matters, including, but not limited to, intellectual property matters, contract and employment claims, personal injury claims, product liability claims, and warranty claims. The Company accrues for litigation and claims when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. It is reasonably possible that some matters could have an unfavorable result to the Company and could require the Company to pay damages or make expenditures in amounts that could be material. 2021 Overheating Event at Customer Facility On September 4, 2021, a 300 MW energy storage facility owned by one of our customers experienced an overheating event. Fluence served as the energy storage technology provider designed and installed portions of the facility, which was completed in fiscal year 2021. No injuries were reported from the incident. The facility was taken offline as teams from Fluence, our customer, and the battery designer/manufacturer investigated the incident. Our customer released initial findings in the second fiscal quarter of 2022 on what it contends is the root cause of the incident. At this time, Fluence cannot comment on or accept the customer’s stated findings. The customer’s stated findings, if ultimately confirmed and proven, could relate to certain scopes of work for which Fluence or its subcontractors could be responsible. The customer’s stated findings, however, could also relate to certain scopes of work for which other parties were responsible and/or relate to other causes, including the design and installation of portions of the facility over which Fluence did not have responsibility or control. The customer has alleged that Fluence is liable for the incident but has not yet demanded a specific amount of compensation nor alleged a particular level of responsibility. Fluence has denied liability. No formal legal proceedings have been commenced, but it is reasonably possible that litigation may result from this matter if a resolution cannot be achieved. Any such dispute would also likely include claims by Fluence and counterclaims by the customer relating to disputed costs arising from the original design and construction of the facility. The customer announced in July of 2022 that a large portion of the facility was back online. We are currently not able to estimate the impact, that this incident may have on our financial results. To date, we do not believe that this incident has impacted the market’s adoption of our products. 2022 Overheating Event at Customer Facility |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions Related parties are represented by AES and Siemens, their respective subsidiaries and other entities under common control. As of December 31, 2023, AES Grid Stability holds 51,499,195 shares of Class B-1 common stock of Fluence Energy, Inc. and Siemens beneficially owns an aggregate of 51,499,195 of Class A common stock of Fluence Energy, Inc. Sales and Procurement Contracts with Related Parties The Company signs back-to-back battery-based energy storage product and related service contracts with AES, Siemens, and their subsidiaries (collectively referred to as affiliates) in relation to execution of the affiliates’ contracts with external customers and also signs direct contracts with affiliates. The Company also provides consulting services to AES whereby Fluence will advise and in some cases provide support to AES on procurement, logistics, design, safety and commissioning of certain of their projects. Revenue from consulting services is classified as “Revenue from sale of energy storage products and solutions” in the Company’s Disaggregation of revenue table in “Note 3 - Revenue from Contracts with Customers” . Revenue from the consulting services is primarily recognized ratably over time based on a project specific period of performance in which we expect the performance obligation to be fulfilled. For the three months ended December 31, 2023, the Company recognized $1.4 million in revenue from consulting services with related parties. Revenue from contracts with affiliates is included in “Revenue from related parties” on the Company’s condensed consolidated statements of operations and comprehensive loss. In addition, the Company purchases materials and supplies from its affiliates and records the costs in “Cost of goods and services” on the Company’s condensed consolidated statements of operations and comprehensive loss. Contract Performance Guarantees Fluence paid performance guarantee fees to its affiliates in exchange for guaranteeing Fluence’s performance obligations under certain contracts with Fluence’s customers, which are based on the affiliates’ weighted-average cost for bank guarantees and their per annum cost of surety bonds with a reasonable markup. The guarantee fees are included in “Costs of goods and services” on Fluence’s condensed consolidated statements of operations and comprehensive loss. Balance Sheet Related Party Transactions The Company's condensed consolidated balance sheet included the following transactions with related parties for the periods indicated: In thousands December 31, 2023 September 30, 2023 Accounts receivable $ 10,277 $ 7,945 Unbilled receivables 65,150 50,569 Total receivables from related parties 75,427 58,514 Advances to Suppliers - short-term 22,317 17,592 Total advances to suppliers with related parties 22,317 17,592 Accounts payable 1,910 2,477 Deferred revenue 258,232 110,274 Accrued liabilities 4,906 3,737 Total payables and deferred revenue with related parties $ 265,048 $ 116,488 Unbilled receivables represent the excess of revenues recognized over billings to date on sales or service contracts with related parties. Deferred revenue represents the excess billings to date over the amount of revenue recognized to date on sales or service contracts with related parties. Receivables from related parties and payables and deferred revenue with related parties are unsecured and settlement of these balances occurs in cash. No provision has been made related to the receivables from related parties. Income Statement Related Party Transactions The following table presents the related party transactions that are included the Company’s condensed consolidated statements of operations and comprehensive loss for the periods indicated: In thousands Three Months Ended December 31, 2023 2022 Revenue $ 116,574 $ 101,006 Cost of goods and services 1,149 6,407 Research and development expenses 134 191 Sales and marketing expenses — 13 General and administrative expenses 2,177 30 Refer to “Note 16 - Supply Chain Financing” for details of the related party guarantees associated with the supply chain financing program. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Stock-Based Compensation Option Plan In 2020, the Company established the 2020 Unit Option Plan (the “Option Plan”) under which employees, directors, and consultants, were originally granted non-qualified options to purchase Class A-1 units of Fluence Energy, LLC. As of September 30, 2021, the Company determined that achievement of the performance conditions related to awards granted under the Option Plan was not probable and therefore, no expense was recognized for the non-qualified options during the fiscal year ended September 30, 2021. The completion of the IPO on November 1, 2021 resulted in achievement of the performance condition for the majority of the underlying awards granted under the Option Plan. In connection with the IPO, the non-qualified options were converted into non-qualified stock options to purchase shares of Class A common stock of Fluence Energy, Inc. Non-qualified stock options under the Option Plan have a contractual term of ten years from the date of grant and an exercise price of $2.45. The Company estimated the fair value of the awards using the Black-Scholes option-pricing model. The outstanding awards will continue to be governed by the existing terms under the Option Plan. The Option Plan is accounted for as an equity plan. The Company will not make any further awards under the Option Plan. As of December 31, 2023, 4,846,089 stock options under the Option Plan remain outstanding with unrecognized stock compensation expense of $0.1 million. Phantom Units Employees, directors, and consultants were granted compensation under the Phantom Equity Incentive Plan (the “Phantom Incentive Plan”). As of September 30, 2021, the Company determined that achievement of the performance conditions related to awards granted under the Phantom Incentive Plan was not probable and therefore, no expense was recognized for the phantom units during the fiscal year ended September 30, 2021. The completion of the IPO on November 1, 2021 resulted in achievement of the performance condition for the majority of the underlying awards granted under the Phantom Incentive Plan. At the completion of the IPO, a portion of the awards to the Company’s officers were modified, extending out the vesting period. All outstanding awards relate to those held by the Company’s officers as a result of the modification. The Company will not make any further awards under the Phantom Incentive Plan. As of December 31, 2023, 256,935 phantom unit awards previously issued remained outstanding with unrecognized stock compensation expense of $0.9 million. 2021 Stock-Based Compensation Plan During fiscal year 2021, the Company established the 2021 Incentive Award Plan (the “2021 Incentive Plan”) which reserved 9,500,000 shares of Class A common stock of Fluence Energy, Inc. for issuance to management, other employees, consultants, and board members of the Company. The 2021 Incentive Plan governs both equity-based and cash-based awards, including incentive stock options, non-qualified stock options, performance share units (“PSUs”) and restricted stock units (“RSUs”). Employee stock-based awards currently issued pursuant to the 2021 Incentive Plan that are expected to be settled by issuing shares of Class A common stock are recorded as equity awards. The 2021 Incentive Plan is accounted for as an equity plan. The Company accounts for forfeitures as they occur. Restricted Stock Units RSUs granted under the 2021 Incentive Plan vest ratably at one-third annually on the anniversary of the grant date over a three-year period pursuant to the terms of their applicable award agreements. The Company generally expenses the grant date fair value of the awards on a straight-line basis over each of the three separately vesting tranches within a given grant. There is no contractual term on the RSUs granted under the 2021 Incentive Plan. The Company estimated the fair value of the awards using the market value of our Class A common stock. The market value of our Class A common stock is calculated using the closing price of our Class A common stock on the date of grant. The following table summarizes activity under the 2021 Incentive Plan for the three months ended December 31, 2023: Number of RSUs Outstanding as of October 1, 2023 1,843,570 Granted 741,775 Vested (169,800) Forfeited (64,424) Outstanding as of December 31, 2023 2,351,121 As of December 31, 2023, 2,351,121 restricted stock units previously issued remained outstanding with unrecognized stock compensation expense of $28.8 million. Non-Qualified Stock Options During the three months December 31, 2023, the Company granted 132,524 non-qualified stock options to purchase Class A common stock under the 2021 Incentive Plan with an exercise price of $21.93. Non-qualified stock options under the 2021 Incentive Plan have a contractual term of ten years from the date of grant. The Company estimated the fair value of the awards using the Black-Scholes option-pricing model. The non-qualified stock options granted under the 2021 Incentive Plan vest ratably at one-third annually on the anniversary of the grant date over a three-year period pursuant to the terms of their applicable award agreements. The Company generally expenses the grant date fair value of the awards on a straight-line basis over each of the three separately vesting tranches within a given grant. As of December 31, 2023, 132,524 non-qualified stock options previously issued remained outstanding with unrecognized stock compensation expense of $2.4 million. Performance Share Units During the three months ended December 31, 2023, the Company granted 329,055 performance share units redeemable for Class A common stock under the 2021 Incentive Plan. The PSUs are considered fully vested when both the performance and service based requirements are met in accordance with the vesting requirements and will be settled in shares no more than 60 days after September 30, 2026. The performance criteria is based on target revenue and adjusted EBITDA for the performance period set by the Compensation and Human Resources Committee of the Company’s Board of Directors. The awards can be paid out in a range of 50% to 200%, with 0% paid out for below-threshold performance, based on the achievement of the performance criteria and upon continued service through the performance period. The Company estimated the fair value of the awards using the market value of our common stock. The market value of our common stock is calculated using the closing price of our common stock on the date of grant. The Company monitors the achievement of the performance criteria and expenses ratably the grant date fair value of the awards probable to vest over the requisite service period. If there are changes to the amount of probable awards to vest based on achievement of performance criteria, the related stock-based compensation expense may be significantly increased or reduced in the period that our estimate changes. As of December 31, 2023, 329,055 performance share units previously issued remained outstanding with unrecognized stock compensation expense of $7.0 million. Other In connection with the acquisition of Nispera AG in 2022, Fluence issued 531,202 shares of restricted stock to Nispera’s management team. The estimated post combination expense to the Company as a result of the business combination was approximately $6.9 million which will be recognized on a straight-line basis over the remaining service period that was stipulated in each holder’s original restricted stock agreement. Stock-based compensation expense Stock-based compensation expense was recorded as follows (in thousands): In thousands Three Months Ended December 31, 2023 2022 Cost of goods and services $ 1,259 $ 900 Research and development 726 2,360 Sales and marketing 295 518 General and administrative 3,350 4,699 Total $ 5,630 $ 8,477 |
Investment in Joint Venture
Investment in Joint Venture | 3 Months Ended |
Dec. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Joint Venture | Investment in Joint Venture On August 5, 2022, Fluence Energy Singapore PTE. LTD., a subsidiary of Fluence Energy, LLC, and ReNew Power entered into an agreement to form a partnership in India for an initial investment of $5.0 million, plus a line of credit of $15.0 million each for a 50% interest in the partnership. The Company funded the investment and the joint venture commenced operations in the first quarter of fiscal year 2023. The investment is recorded in “Other non-current assets” on our condensed consolidated balance sheet. The investment is accounted for under the equity method with results being reported by Fluence one quarter in arrears. The joint venture is not considered a variable interest entity and we do not consolidate the joint venture as we do not hold a controlling financial interest. The Company recorded an insignificant equity method loss on the investment for the three months ended December 31, 2023. |
Supply Chain Financing
Supply Chain Financing | 3 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Supply Chain Financing | Supply Chain Financing The Company has provided certain of our suppliers with access to a supply chain financing program through a third-party financing institution (“SCF Bank”). This program allows the Company to seek extended payment terms up to 120 days with our suppliers and allows our suppliers to monetize their receivables prior to the payment due date, subject to a discount. The Company does not pledge any assets as collateral under the program. Once a supplier elects to participate in the program and reaches an agreement with SCF Bank, the supplier chooses which individual invoices to sell to the SCF Bank. The Company then pays SCF Bank on the invoice due date. The Company has no economic interest in a supplier’s decision to sell an underlying receivable to SCF Bank. The agreements between our suppliers and SCF Bank are solely at their discretion and are negotiated directly between those two parties. Our suppliers’ ability to continue using such agreements is primarily dependent upon the strength of our financial condition and guarantees issued by AES and Siemens. As of December 31, 2023, AES and Siemens issued guarantees of $50 million each, for a total of $100 million , to SCF Bank on our behalf. The Company’s outstanding obligations confirmed as valid under its supplier financing program for periods ended December 31, 2023, and September 30, 2023, are as follows: In thousands December 31, 2023 September 30, 2023 Obligations outstanding at the beginning of the period $ 30,001 $ 24,728 Invoices issued during the period 46,238 35,115 Invoices paid during the period (30,357) (29,842) Obligations outstanding at the end of the period $ 45,882 $ 30,001 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events None. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (16,743) | $ (24,642) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 shares | |
Trading Arrangements, by Individual | |
Non-Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
John Zahurancik [Member] | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | John Zahurancik, Senior Vice President and President, Americas |
Name | John Zahurancik |
Title | Senior Vice President and President, |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | December 15, 2023 |
Arrangement Duration | 102 days |
Peter Williams [Member] | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | Peter Williams, Senior Vice President and Chief Supply Chain and Manufacturing Officer On December 7, 2023, Mr. Williams terminated a sell-to-cover instruction intended to satisfy the affirmative defense of Rule 10b5-1(c) (the “Williams Sell-to-Cover Instruction”), originally adopted on September 20, 2023 with respect to his tax obligations due in connection with the vesting of an aggregate of 25,765 restricted stock units, all of which remained unvested at the time of termination. During the three months ended December 30, 2023, no shares of Class A common stock were sold pursuant to the Williams Sell-to-Cover Instruction. |
Name | Peter Williams |
Title | Senior Vice President and Chief Supply Chain and Manufacturing Officer |
Termination Date | December 7, 2023 |
Arrangement Duration | 78 days |
John Zahurancik,Plan, Vested Stock Options, Class A Common Stock [Member] | John Zahurancik [Member] | |
Trading Arrangements, by Individual | |
Aggregate Available | 25,000 |
Peter Williams, Sell-to-Cover Instruction Trading Arrangement [Member] | Peter Williams [Member] | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | true |
Rule 10b5-1 Arrangement Terminated | true |
Aggregate Available | 25,765 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Estimates (Policies) | 3 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Accounting | The accompanying condensed consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and under the rules of the U.S. Securities and Exchange Commission (the |
Consolidation | The accompanying condensed consolidated financial statements include the accounts of Fluence Energy, Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Non-controlling Interest | As the sole managing member of Fluence Energy, LLC, Fluence Energy, Inc. operates and controls all the business and affairs of Fluence Energy, LLC and, through Fluence Energy, LLC and its direct and indirect subsidiaries, conducts the Co mpany’s business. Fluence Energy, LLC is a variable interest entity, of which Fluence Energy, Inc. beneficially owns a 71.14% inte |
Use of Estimates | The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the accompanying condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. Items subject to such estimates and assumptions include: the relative fair value allocations to contingencies with multiple elements, the carrying amount and estimated useful lives of long-lived assets; impairment of goodwill, intangible assets, and long-lived assets; valuation allowances for inventories; deferred tax assets; revenue recognized under the percentage- of-completion method; accrued bonuses; and various project-related provisions including but not limited to estimated losses, warranty obligations, and liquidated damages. |
Cash, Cash Equivalents, and Restricted Cash | Cash and cash equivalents include cash on-hand and highly liquid investments readily convertible to cash, with an original maturity of 90 days or less when purchased. Cash restricted for use as a result of financing or other obligations is classified separately as restricted cash. If the purpose of restricted cash relates to acquiring a long-term asset, liquidating a long-term liability, or is otherwise unavailable for a period longer than one year from the balance sheet date, the restricted cash is included in “other non-current assets.” Otherwise, restricted cash is included as a separate line item on the Company’s consolidated balance sheets. The Company typically retains cash for operations within one or more bank accounts. These accounts may hold cash in excess of the FDIC limit of $250,000. As a result, we are subject to concentration risk associated with the underlying custodial banks with whom deposits of cash and cash equivalents in excess of the FDIC limits are held. If access to these accounts is delayed or suspended indefinitely, it could have a material adverse impact on the Company’s ability to meet its financial obligations required for operations. |
Revenue and Cost Recognition | The Company’s revenue recognition policy included herein is based on the application of Accounting Standards Codification - Revenue from Contracts with Customers (ASC 606). As of December 31, 2023, the Company’s revenue was generated primarily from the sale of energy storage products and solutions, providing operational services, and the sale of digital applications and solutions. Revenue from Energy Storage Products and Solutions: The Company enters into contracts with utility companies, developers, and commercial and industrial customers to design and build battery-based energy storage products. Each storage product is customized depending on the customer’s energy needs. Customer payments are due upon meeting certain milestones that are consistent with contract-specific phases of a project. The Company determines the transaction price based on the consideration expected to be received which includes estimates of liquidated damages (“LDs”) or other variable consideration that are included in the transaction price in accordance with ASC 606. We assess any variable consideration using an expected value method. The transaction price identified is allocated to each distinct performance obligation to deliver a good or service based on the relative standalone selling prices. Generally, the Company’s contracts to design and build battery-based storage products are determined to have one performance obligation. When shipping and handling activities are performed after the customer obtains control of the product, we elect to account for shipping and handling as activities to fulfill the promise to transfer the product. The Company recognizes revenue over time as we transfer control of our product to the customer. This transfer of control to the customer is supported by clauses in the contracts, that provides enforceable rights to payment of the transaction price associated with work performed to date for products that do not have an alternative use to the Company and/or as the project is built and control transfers depending on the contract terms. Revenue for these performance obligations is recognized using the percentage of completion method based on cost incurred as a percentage of total estimated contract costs. Standard inventory materials (including batteries, enclosures, chillers, and others, which are assembled into “cubes”) that could be used interchangeably on other projects are included in our measure of progress when they are integrated into, or restricted to, the production of the customer’s project. Due to the significance of the costs associated with cubes, our judgement on when such costs should be included in the measure of progress has a material impact on revenue recognition. Contract costs include all direct material and labor costs related to contract performance. Pre-contract costs with no future benefit are expensed in the period in which they are incurred. Since the revenue recognition of these contracts depends on estimates, which are assessed continually during the term of the contract, recognized revenues and profit are subject to revisions as the contract progresses to completion. The cumulative effects of revisions of estimated total contract costs and revenues, together with any contract reserves which may be deemed appropriate, are recorded in the period in which they occur. Due to the uncertainties inherent in the estimation process, it is reasonably possible that these estimates will be revised in a different period. When a loss is forecasted for a contract, the full amount of the anticipated loss is recognized in the period in which it is determined that a loss will occur. Refer to “Loss Contracts” below for further discussion. Our contracts generally provide our customers the right to liquidated damages against Fluence in the event specified milestones are not met on time, or equipment is not delivered according to contract specifications. Liquidated damages are accounted for as variable consideration, and the contract price is reduced by the expected penalty or LD amount when recognizing revenue. Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty is resolved. Estimating variable consideration requires certain estimates and assumptions, including whether and by how much a project will be delayed and/or will not meet performance contractual specifications. The existence and measurement of liquidated damages may also be impacted by our judgements about the probability of favorable outcomes of customer disputes involving whether certain events qualify as force majeure or the reason for the events that caused project delays. Variable consideration for liquidated damages is estimated using the expected value of the consideration to be received. Fluence may incur additional costs to execute on the performance of a contract. When this happens, we typically attempt to recover the revenue associated with these costs via a change order with the customer. When this fact pattern occurs, it can create a timing difference between when we have incurred the cost versus when we record the revenue as costs are recognized immediately when incurred and the revenue from the change order is recognized as an increase to contract price when it is legally enforceable, which is usually upon signing a respective change order or equivalent document confirming the claim acceptance by customer. Revenue is recorded net of any taxes assessed on and collected from customers, which are remitted to the governmental authorities. For our sale of energy storage products and solutions, services, and digital applications contracts where there are multiple performance obligations in a single contract or we sign separate contracts at or near the same time with the same customer that meet the criteria for combination, the Company allocates the consideration to the various obligations in the contract based on the relative standalone selling price. Standalone selling prices are estimated based on estimated costs plus margin taking into consideration pricing history and market factors. Revenue from Services: The Company also enters into long-term service agreements with customers to provide operational services related to battery-based energy storage products and solutions. The services include maintenance, monitoring, and other minor services. The Company accounts for the services as a single performance obligation as the services are substantially the same and have the same pattern of transfer to customers. We typically recognize revenue overtime using a straight-line recognition method for these types of services. The Company believes using a time-based method to measure progress is appropriate as the performance obligations are satisfied evenly over time based on the fact that customers receive the services evenly. Revenue is recognized by dividing the total transaction price over the service period. Some of the agreements also provide a commitment to perform augmentation activities which would typically be represented by installation of additional batteries, and other components as needed, to compensate for partially lost capacity due to degradation of batteries over time. The obligation to perform augmentation activities can take the form of either maintaining battery capacity above a given threshold for a stated term while others provide a fixed number of augmentations over a contract term. Augmentation arrangements that require us to maintain battery capacity above an established thresholds for a given term may be considered service-type warranties depending on the contract terms. These represent a stand-ready obligation in which the customer benefits evenly overtime, of which we recognize revenue for these arrangements using a straight-line recognition method. Alternatively, augmentation arrangements that require us to perform a fixed number of augmentations over a contract term follow the percentage of completion revenue recognition method. Since these arrangements require a fixed number of augmentations we must perform, we use the pattern of cost as a proxy to identify when our obligations are satisfied and to recognize revenue. Revenue from Digital Applications and Solutions: The Company provides access to proprietary cloud-based Software-as-a-Service (“Saas”) through the Fluence IQ platform. The Fluence IQ platform currently includes Fluence Mosaic and Fluence Nispera. Fluence Mosaic is an intelligent bidding software for utility-scale storage and renewable assets, enabling customers to optimize asset trading in wholesale electricity markets. Fluence Mosaic is currently available in the NEM (Australia), CAISO (California), and ERCOT (Texas) markets. Fluence Nispera is our asset performance management (APM) software, which we acquired in 2022. Fluence Nispera helps customers monitor, analyze, forecast, and optimize the performance and value of renewable energy assets. Its flagship offering is an AI-driven utility-scale asset performance management platform that supports portfolios of energy storage, solar, and wind assets. Customers do not receive legal title or ownership of the applications as a result of these arrangements. The use of the Fluence IQ platform is separately identifiable from other promises that the Company offers to its customers (i.e., it is not highly interrelated or integrated with other solutions). As such, we determined that the Fluence IQ platform is accounted for as a separate performance obligation when combined with other products and services. We consider access to the platform and related support services in a customer contract to be a series of distinct services which comprise a single performance obligation because they are substantially the same and have the same pattern of transfer. We recognize revenue over time using a straight-line recognition method. Cost of Goods and Services: Cost of goods and services consists primarily of product costs, including purchased materials and supplies, as well as costs related to shipping, customer support, product warranty and personnel. Personnel costs in cost of goods and services includes both direct labor costs as well as costs attributable to any individuals whose activities relate to the transformation of raw materials or component parts into finished goods or the transportation of materials to the customer. Cost of goods and services are recognized when services are performed, or control of goods are transferred to the customers, which is generally based upon International Commercial Terms (commonly referred to as ‘‘incoterms’’) stated in corresponding supply agreements or purchase orders. Standard inventory materials that could be used interchangeably on other projects are included in cost of goods sold when they are integrated into, or restricted to, the production of the customer’s project . Deferred Revenue: Deferred revenue represents the excess billings to date over the amount of revenue recognized to date. Contract advances represent amounts received by the Company upon signing of the related contracts with customers. The advances are offset proportionately against progress billings. Any outstanding portion is included in deferred revenue on the accompanying consolidated balance sheets. Loss Contracts: A contract becomes a loss contract when its estimated total costs are expected to exceed its total revenue. The Company accrues the full loss expected in the period a loss contract is identified in “Current liabilities — Accruals and provisions” and “Cost of goods and services” on the Company’s consolidated balance sheets and consolidated statements of operations and comprehensive loss, respectively. |
Inventory, Net | Inventory consists of cubes, batteries and equipment, enclosures, inverters, and spare parts which are used in ongoing battery storage projects for sale. Inventory is stated at the lower of cost or net realizable value with cost being determined by the specific identification method. Costs include cost of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. The Company periodically reviews its inventory for potential obsolescence and write down of its inventory, as appropriate, to net realizable value based on its assessment of usefulness and marketability conditions. |
Software Development Costs | Our software development costs primarily relate to three categories: (i) internal-use software development costs, (ii) hosting arrangements which are service contracts, and (iii) external-use software development costs. We capitalize costs incurred to purchase or develop software for internal use and software to be sold or leased externally. Internal-use software development costs are capitalized during the application development stage in accordance with ASC 350-40, Internal-Use Software . These capitalized costs are reflected in “Intangible assets, net” on the consolidated balance sheets and are amortized over the estimated useful life of the software. Our internal-use software relates to our (i) SaaS customer offerings and is amortized to “Cost of goods and services” and (ii) internally developed solutions and are amortized to “General and administrative.” The useful life of our internal-use software development costs is generally 3 to 5 years. During the three months ended December 31, 2023 and December 31, 2022, the Company capitalized $0.9 million and $0 million, respectively, of internal-use software. Internal-use software development costs associated with hosting arrangements are capitalized during the application development stage. These are generally cloud-computing arrangements that are service contracts. The capitalized costs are reflected in “Other long-term assets” on the consolidated balance sheets and are amortized to “General and administrative” once ready for intended use over the remaining hosting period. During the three months ended December 31, 2023 and December 31, 2022, the Company capitalized $1.5 million and $0 million, respectively, of development costs related to hosting arrangements. External-use software development costs developed to be sold or leased externally are capitalized upon the establishment of technological feasibility for a product in accordance with ASC 985-20, Software to be Sold or Leased Externally. These software development costs are reflected in “Intangible assets, net” on our consolidated balance sheets and amortized to “Cost of goods and services” on a product basis by the greater of the straight-line method over the estimated economic life of the product or the ratio that current gross revenues for a product bear to the total current and anticipated future gross revenues for that product. The useful life of our external-use software development costs is generally 5 years. During the three months ended December 31, 2023 and December 31, 2022, the Company capitalized $0.2 million and $0 million, respectively, of external-use software to be sold. |
Fair Value Measurements | 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 and to minimize the use of unobservable inputs. The following fair value hierarchy, defined by ASC 820, Fair Value Measurements , is used to classify assets and liabilities based on the observable inputs and unobservable inputs used to value the assets and liabilities: Level 1—Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2—Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 2 inputs include those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted prices, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Level 3—Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value from the perspective of a market participant. The Company does not have significant recurring Level 3 fair value measurements. The Company’s cash equivalents include term deposits with original maturity of less than 90 days and are recorded at amortized cost. Fair value of cash equivalents approximates the carrying amount. The carrying amounts of trade receivables, accounts payable and short-term debt obligations approximate fair values due to their short maturities. |
Loss per Share | As of December 31, 2023, the Company’s amended and restated certificate of incorporation authorizes three classes of common stock: Class A, Class B-1 and Class B-2. Loss per share is calculated and reported under the “two-class” method. The “two-class” method is an earnings allocation method under which loss per share is calculated for each class of common stock considering both distributions declared or accumulated and participation rights in undistributed losses as if all such loss had been distributed during the period. Basic loss per share of Class A common stock is computed by dividing net loss attributable to Class A common stockholders by the weighted average number of shares of Class A common stock outstanding during the period. Diluted net loss per share of Class A common stock is computed by adjusting the net loss available to Class A common stockholders and the weighted average shares of Class A common stock outstanding to give effect to potentially dilutive securities. Shares of our Class B-1 and Class B-2 common stock are not entitled to receive any distributions or dividends. When a common unit of Fluence Energy, LLC is redeemed for cash or Class A common stock, at the Company’s election, by a Founder who holds shares of our Class B-1 or Class B-2 common stock, as applicable, such Founder will be required to surrender a share of Class B-1 or Class B-2 common stock, as the case may be, which we will cancel for no consideration. In the event of cash settlement, the Company is required to issue new shares of Class A common stock and use the proceeds from the sale of these newly-issued shares of Class A common stock to fully fund the cash settlement. Therefore, we did not include shares of our Class B-1 or Class B-2 common stock in the computation of basic loss per share. As we have incurred losses for all periods presented, diluted loss per share is equal to basic loss per share because the effect of potentially dilutive securities would be antidilutive. |
Recent Accounting Standards Adopted and Recent Accounting Standards Not Yet Adopted | Recent Accounting Standards Adopted The following table presents accounting standards adopted during the three months ended December 31, 2023. Standard Description Period of Adoption Effect on the financial statements and other significant matters Accounting Standards Update (“ASU”) No. 2022-04: Liabilities-Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations ASU 2022-04 requires entities to disclose the key terms of supplier finance programs they use in connection with the purchase of goods and services, along with the amount of obligations outstanding at the end of each period and an annual roll forward of such obligations. This standard does not affect the recognition, measurement, or financial statement presentation of supplier finance program obligations. As of the three months ended December 31, 2023. The Company presented the key terms of its supply chain financing programs along with a roll forward of activity in “Footnote 16 - Supply Chain Financing.” There was no impact as a result of the adoption on financial statement presentation or results of operations for any period presented. Recent Accounting Standards Not Yet Adopted The following table presents accounting standards not yet adopted: Standard Description Required date of adoption Effect on the financial statements and other significant matters Accounting Standards Update (“ASU”) No. 2023-07: Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ASU 2023-07 requires disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. The update requires other specified segment items and amounts, such as depreciation, amortization, and depletion expense, to be disclosed under certain circumstances. The amendments in this Update do not change or remove those disclosure requirements. The amendments in this Update also do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. ASU 2023-07 is effective for the Company’s annual report for fiscal year ending September 30, 2025. The Company is evaluating the impact that this guidance will have on its disclosures. The Company only has one reportable segment. Accounting Standards Update (ASU) No. 2023-09: Income Taxes (Topic 740): Improvements to Income Tax Disclosures ASU 2023-09 adopts certain amendments to improve the effectiveness of income tax disclosures, including jurisdictional information, by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation, and (2) Income taxes paid, disaggregated by jurisdiction. ASU 2023-09 is effective for the Company’s annual report for fiscal year ending September 30 2026. The Company is evaluating the impact this guidance will have on income tax disclosures. |
Lessee, Leases | The Company’s right-of-use assets and lease liabilities primarily relate to offices, land, warehouses, and equipment. The Company’s leases generally have remaining lease terms of one year to three years. The Company's leases are all classified as operating leases. Certain of the Company’s leases contain renewal, extension, or termination options. The Company assesses each option on an individual basis and will only include options reasonably certain of exercise in the lease term. The Company generally considers the base term to be the term provided in the contract. None of the Company’s lease agreements contain material options to purchase the leased property, material residual value guarantees, or material restrictions or covenants. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies and Estimates (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Ownership Interests | The table below summarizes the ownership structure at the end of each respective period: December 31, 2023 September 30, 2023 Controlling Interest Ownership 71.14 % 66.99 % Non-Controlling Interest Ownership (AES) 28.86 % 33.01 % |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents, and restricted cash at the end of each respective period as shown in the Company’s condensed consolidated balance sheets. in thousands December 31, 2023 September 30, 2023 Cash and cash equivalents $ 317,614 $ 345,896 Restricted cash 135,864 106,835 Restricted cash included in “Other non-current assets” 23,079 10,000 Total cash, cash equivalents and restricted cash $ 476,557 $ 462,731 |
Restrictions on Cash and Cash Equivalents | Restricted cash at the end of each respective period consisted of the following: in thousands December 31, 2023 September 30, 2023 Collateral for credit card program $ 2,449 $ 2,406 Collateral for outstanding bank guarantees 133,415 104,429 Collateral for surety program included in “Other non-current assets” 23,079 10,000 Total restricted cash $ 158,943 $ 116,835 |
Schedule of Dilutive Securities | The following table presents the potentially dilutive securities that were excluded from the computation of diluted loss per share: Three Months Ended December 31, 2023 2022 Class B-1 common stock 51,499,195 58,586,695 Outstanding pre-IPO options (“2020 Unit Option Plan”) 4,846,089 7,835,243 Outstanding phantom units 256,935 513,865 Outstanding restricted stock units (“RSUs”) 2,351,121 2,011,690 Outstanding performance share units (“PSUs”) 329,055 — Outstanding non-qualified stock options (“NQSOs”) 132,524 — Outstanding restricted stock (“Nispera”) 354,134 531,202 |
Schedule of Earnings Per Share, Basic and Diluted | Basic and diluted net loss per share of Class A common stock for the three months ended December 31, 2023 and 2022, respectively, have been computed as follows: Three Months Ended December 31, In thousands, except share and per share amounts 2023 2022 Net loss $ (25,556) $ (37,193) Less: Net loss attributable to the non-controlling interest (8,813) (12,551) Net loss attributable to Fluence Energy, Inc. $ (16,743) $ (24,642) Weighted average number of Class A common stock - basic and diluted 121,113,282 115,393,437 Loss per share of Class A common stock - basic and diluted $ (0.14) $ (0.21) |
Accounting Standards Update and Change in Accounting Principle | The following table presents accounting standards adopted during the three months ended December 31, 2023. Standard Description Period of Adoption Effect on the financial statements and other significant matters Accounting Standards Update (“ASU”) No. 2022-04: Liabilities-Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations ASU 2022-04 requires entities to disclose the key terms of supplier finance programs they use in connection with the purchase of goods and services, along with the amount of obligations outstanding at the end of each period and an annual roll forward of such obligations. This standard does not affect the recognition, measurement, or financial statement presentation of supplier finance program obligations. As of the three months ended December 31, 2023. The Company presented the key terms of its supply chain financing programs along with a roll forward of activity in “Footnote 16 - Supply Chain Financing.” There was no impact as a result of the adoption on financial statement presentation or results of operations for any period presented. Recent Accounting Standards Not Yet Adopted The following table presents accounting standards not yet adopted: Standard Description Required date of adoption Effect on the financial statements and other significant matters Accounting Standards Update (“ASU”) No. 2023-07: Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ASU 2023-07 requires disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. The update requires other specified segment items and amounts, such as depreciation, amortization, and depletion expense, to be disclosed under certain circumstances. The amendments in this Update do not change or remove those disclosure requirements. The amendments in this Update also do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. ASU 2023-07 is effective for the Company’s annual report for fiscal year ending September 30, 2025. The Company is evaluating the impact that this guidance will have on its disclosures. The Company only has one reportable segment. Accounting Standards Update (ASU) No. 2023-09: Income Taxes (Topic 740): Improvements to Income Tax Disclosures ASU 2023-09 adopts certain amendments to improve the effectiveness of income tax disclosures, including jurisdictional information, by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation, and (2) Income taxes paid, disaggregated by jurisdiction. ASU 2023-09 is effective for the Company’s annual report for fiscal year ending September 30 2026. The Company is evaluating the impact this guidance will have on income tax disclosures. |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | evenue is primarily derived from sales of our energy storage products and solutions. The following table presents the Company’s revenue disaggregated by product or service type: In thousands Three Months Ended December 31, 2023 2022 Revenue from energy storage products and solutions $ 356,941 $ 305,803 Revenue from services 5,747 3,876 Revenue from digital applications and solutions 1,268 781 Total $ 363,956 $ 310,460 |
Revenue by Geographical Regions | The following table presents the Company’s revenue disaggregated by geographical region. Revenues are attributed to regions based on location of customers: In thousands Three Months Ended December 31, 2023 2022 Americas (North, Central and South America) $ 259,217 $ 176,471 APAC (Asia Pacific) 81,872 19,560 EMEA (Europe, Middle-East and Africa) 22,867 114,429 Total $ 363,956 $ 310,460 |
Change in Contract Liability | The following table provides information about deferred revenue from contracts with customers: In thousands December 31, 2023 2022 Deferred revenue, beginning of period $ 273,164 $ 273,073 Additions 215,742 287,840 Revenue recognized related to amounts that were included in beginning balance of deferred revenue (106,074) (91,815) Deferred revenue, end of period $ 382,832 $ 469,098 In thousands December 31, 2023 2022 Deferred revenue from related parties, beginning of period $ 110,274 $ 300,697 Additions 209,018 88,530 Revenue recognized related to amounts that were included in beginning balance of deferred revenue (61,060) (38,332) Deferred revenue from related parties, end of period $ 258,232 $ 350,895 |
Inventory, Net (Tables)
Inventory, Net (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventory consisted of the following: In thousands December 31, 2023 September 30, 2023 Cost Provision Net Cost Provision Net Cubes, batteries, and other equipment $ 561,191 $ (339) $ 560,852 $ 221,711 $ (105) $ 221,606 Spare parts 3,850 (236) 3,614 3,469 (172) 3,297 Total $ 565,041 $ (575) $ 564,466 $ 225,180 $ (277) $ 224,903 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Other current assets consisted of the following amounts: In thousands December 31, 2023 September 30, 2023 Taxes recoverable $ 18,854 $ 16,411 Advance payments 710 1,102 Prepaid expenses 13,570 3,470 Prepaid insurance 10,899 674 Derivative assets (a) 269 2,310 Other 5,752 7,107 Total $ 50,054 $ 31,074 (a) Derivative assets represent forward contracts which are used predominantly to mitigate foreign exchange rate exposure on costs incurred on customer projects. Gains and losses on forward contracts are recorded to cost of goods and services. |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets are stated at amortized cost and consisted of the following: In thousands December 31, 2023 September 30, 2023 Cost Accumulated Amortization Net Cost Accumulated Amortization Net Patents and licenses $ 28,676 $ (11,487) $ 17,189 $ 28,673 $ (11,002) $ 17,671 Developed technology 30,906 (6,044) 24,862 29,430 (5,218) 24,212 Customer relationship 4,626 (1,522) 3,104 4,277 (1,233) 3,044 Trade names/Trademarks 5,332 (3,506) 1,826 5,265 (3,337) 1,928 Capitalized internal-use software 7,539 (1,106) 6,433 6,458 (762) 5,696 Capitalized software to be sold 3,509 (143) 3,366 3,266 (65) 3,201 Total $ 80,589 $ (23,809) $ 56,780 $ 77,369 $ (21,617) $ 55,752 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table presents the goodwill activity for the three months ended December 31, 2023 and 2022: In thousands December 31, 2023 2022 Goodwill, Beginning of the period $ 26,020 $ 24,851 Foreign currency adjustment 1,515 965 Goodwill, End of the period $ 27,535 $ 25,816 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Assets and Liabilities, Operating Lease | The amounts of assets and liabilities and other information for our operating leases are as follows: In thousands Balance Sheet Caption December 31, 2023 September 30, 2023 Assets: Right of use asset - operating leases Other non-current assets $ 4,558 $ 2,857 Liabilities: Current portion of operating lease liabilities Other current liabilities $ 2,219 $ 1,569 Operating lease liabilities, net of current portion Other non-current liabilities 2,272 1,334 $ 4,491 $ 2,903 |
Current Accruals and Provisio_2
Current Accruals and Provisions (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Current Accruals and Provisions | Current accruals and provisions consisted of the following: In thousands December 31, 2023 September 30, 2023 Accruals $ 149,340 $ 148,906 Provisions for expected project losses 10,555 12,072 Current portion of warranty accrual 12,114 11,245 Total $ 172,009 $ 172,223 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Contractual Obligations | The following table summarizes contingent contractual obligations as of December 31, 2023. Amounts presented in the following table represent the Company's current undiscounted exposure to guarantees, commitments, letters of credit and surety bonds and the range of maximum undiscounted potential exposure. The maximum exposure is not reduced by the amounts, if any, that could be recovered under the recourse or collateralization provisions in the guarantees, commitments, letters of credit, and surety bonds. Amount (in $ millions) Number of Agreements Maximum Exposure Range for Each Agreement (in $ millions) Guarantees and commitments $1,613 50 $0 - 445.8 Letters of credit under the bilateral credit facility (a) 125 32 0 - 29.5 Letters of credit under ABL Credit Agreement — — 0 - 0 Surety bonds 389 39 0 - 81.9 Total $2,127 121 |
Long-Term Purchase Commitment | The following table presents our future minimum purchase commitments by fiscal year, primarily for battery modules, and liquidated damages, if the minimum purchase volumes are not met, as of December 31, 2023 : in thousands Purchase Commitments Liquidated Damages 2024 $ 16,531 $ — 2025 232,107 9,000 2026 757,133 16,200 2027 750,000 16,200 2028 and thereafter 2,250,000 48,600 Total $ 4,005,771 $ 90,000 |
Schedule of Warranty Liabilities | As of December 31, 2023 and September 30, 2023, the Company accrued the below estimated warranty liabilities, which the table reflects three months activity and twelve months activity: In thousands December 31, 2023 September 30, 2023 Warranty balance, beginning $ 26,909 1,625 Warranties issued and assumed in period 2,517 12,168 Change in estimates — 8,288 Change in balance sheet presentation — 10,307 Net changes in liability for warranty expirations, costs incurred, and foreign exchange impact (887) (5,479) Warranty balance, ending $ 28,539 $ 26,909 Less: Recoverable warranty costs from suppliers 10,959 10,307 Warranty balance, net of recoverable warranty costs from suppliers, at end of period $ 17,580 $ 16,602 |
Related-Party Transactions (Tab
Related-Party Transactions (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The Company's condensed consolidated balance sheet included the following transactions with related parties for the periods indicated: In thousands December 31, 2023 September 30, 2023 Accounts receivable $ 10,277 $ 7,945 Unbilled receivables 65,150 50,569 Total receivables from related parties 75,427 58,514 Advances to Suppliers - short-term 22,317 17,592 Total advances to suppliers with related parties 22,317 17,592 Accounts payable 1,910 2,477 Deferred revenue 258,232 110,274 Accrued liabilities 4,906 3,737 Total payables and deferred revenue with related parties $ 265,048 $ 116,488 The following table presents the related party transactions that are included the Company’s condensed consolidated statements of operations and comprehensive loss for the periods indicated: In thousands Three Months Ended December 31, 2023 2022 Revenue $ 116,574 $ 101,006 Cost of goods and services 1,149 6,407 Research and development expenses 134 191 Sales and marketing expenses — 13 General and administrative expenses 2,177 30 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Outstanding Options Granted | The following table summarizes activity under the 2021 Incentive Plan for the three months ended December 31, 2023: Number of RSUs Outstanding as of October 1, 2023 1,843,570 Granted 741,775 Vested (169,800) Forfeited (64,424) Outstanding as of December 31, 2023 2,351,121 |
Schedule of Stock Based Compensation Expense | Stock-based compensation expense was recorded as follows (in thousands): In thousands Three Months Ended December 31, 2023 2022 Cost of goods and services $ 1,259 $ 900 Research and development 726 2,360 Sales and marketing 295 518 General and administrative 3,350 4,699 Total $ 5,630 $ 8,477 |
Supply Chain Financing (Tables)
Supply Chain Financing (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Supplier Finance Program | The Company’s outstanding obligations confirmed as valid under its supplier financing program for periods ended December 31, 2023, and September 30, 2023, are as follows: In thousands December 31, 2023 September 30, 2023 Obligations outstanding at the beginning of the period $ 30,001 $ 24,728 Invoices issued during the period 46,238 35,115 Invoices paid during the period (30,357) (29,842) Obligations outstanding at the end of the period $ 45,882 $ 30,001 |
Organization and Operations (De
Organization and Operations (Details) | 3 Months Ended | ||||
Dec. 08, 2023 USD ($) shares | Jul. 07, 2022 shares | Dec. 31, 2023 segment $ / shares | Sep. 30, 2023 $ / shares | Jun. 30, 2022 shares | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Number of operating segments | segment | 1 | ||||
Number of reportable segments | segment | 1 | ||||
Class A common stock | |||||
Class of Stock [Line Items] | |||||
Par value, Class A common stock (in usd per share) | $ / shares | $ 0.00001 | $ 0.00001 | |||
Class A common stock | Redemption | |||||
Class of Stock [Line Items] | |||||
Shares sold in offering (in shares) | 7,087,500 | 58,586,695 | |||
Class A common stock | Second Offering | |||||
Class of Stock [Line Items] | |||||
Shares sold in offering (in shares) | 0 | ||||
Aggregate net proceeds from stock offering | $ | $ 0 | ||||
Selling Stockholders | Class A common stock | Second Offering | |||||
Class of Stock [Line Items] | |||||
Shares sold in offering (in shares) | 18,000,000 | ||||
Fluence Energy, LLC | Siemens Industry | |||||
Class of Stock [Line Items] | |||||
Investment owned (in shares) | 58,586,695 | ||||
Investment owned, balance, percentage | 66.08% | ||||
Fluence Energy, LLC | AES Grid Stability | |||||
Class of Stock [Line Items] | |||||
Investment owned (in shares) | 7,087,500 | ||||
Fluence Energy, LLC | AES Grid Stability | Redemption | |||||
Class of Stock [Line Items] | |||||
Investment owned, balance, percentage | 71.12% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies and Estimates - Non-controlling Interest (Details) | Dec. 31, 2023 | Sep. 30, 2023 |
Fluence Energy, LLC | ||
Noncontrolling Interest [Line Items] | ||
Fluence Energy, LLC percentage owned | 71.14% | 66.99% |
AES Grid Stability | ||
Noncontrolling Interest [Line Items] | ||
Founders percentage owned | 28.86% | 33.01% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies and Estimates - Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 317,614 | $ 345,896 | ||
Restricted cash | 135,864 | 106,835 | ||
Restricted cash included in “Other non-current assets” | 23,079 | 10,000 | ||
Total cash, cash equivalents and restricted cash | $ 476,557 | $ 462,731 | $ 351,968 | $ 429,721 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies and Estimates - Cash Restrictions (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 |
Cash and Cash Equivalents [Line Items] | ||
Restricted cash | $ 135,864 | $ 106,835 |
Restricted cash included in “Other non-current assets” | 23,079 | 10,000 |
Total restricted cash | 158,943 | 116,835 |
Credit Card Program Collateral | ||
Cash and Cash Equivalents [Line Items] | ||
Restricted cash | 2,449 | 2,406 |
Outstanding Bank Guarantee Collateral | ||
Cash and Cash Equivalents [Line Items] | ||
Restricted cash | 133,415 | 104,429 |
Surety Program Collateral | ||
Cash and Cash Equivalents [Line Items] | ||
Restricted cash included in “Other non-current assets” | $ 23,079 | $ 10,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies and Estimates - Software Development Costs (Details) $ in Millions | 3 Months Ended | |
Dec. 31, 2023 USD ($) Category | Dec. 31, 2022 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | ||
Number of Categories | Category | 3 | |
Capitalized internal-use software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Capitalized software costs | $ 0 | $ 0.9 |
Capitalized internal-use software | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 3 years | |
Capitalized internal-use software | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 5 years | |
External-Use Software Development Cost | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 5 years | |
Capitalized software costs | $ 0 | $ 0.2 |
Hosting Arrangments | ||
Finite-Lived Intangible Assets [Line Items] | ||
Capitalized software costs | $ 1.5 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies and Estimates - Dilutive Securities (Details) - shares | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class B-1 common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 51,499,195 | 58,586,695 |
Outstanding pre-IPO options (“2020 Unit Option Plan”) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 4,846,089 | 7,835,243 |
Outstanding phantom units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 256,935 | 513,865 |
Outstanding restricted stock units (“RSUs”) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 2,351,121 | 2,011,690 |
Outstanding restricted stock units (“RSUs”) | Nispera | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 354,134 | 531,202 |
Outstanding performance share units (“PSUs”) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 329,055 | 0 |
Outstanding non-qualified stock options (“NQSOs”) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 132,524 | 0 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies and Estimates - Earnings (Loss) per Share (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Dec. 31, 2023 USD ($) class $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss | $ (25,556) | $ (37,193) |
Less: Net loss attributable to the non-controlling interest | (8,813) | (12,551) |
Net loss attributable to Fluence Energy, Inc. | $ (16,743) | $ (24,642) |
Weighted average number of Class A common shares outstanding, basic (in shares) | shares | 121,113,282 | 115,393,437 |
Weighted average number of Class A common shares outstanding, diluted (in shares) | shares | 121,113,282 | 115,393,437 |
Loss per share of Class A common stock, basic (in usd per share) | $ / shares | $ (0.14) | $ (0.21) |
Loss per share of Class A common stock, diluted (in usd per share) | $ / shares | $ (0.14) | $ (0.21) |
Number Of Classes Of Common Stock | class | 3 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies and Estimates - Reclassifications (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Other income, net | $ 1,187 | $ 11,142 |
Revision of Prior Period, Reclassification, Adjustment | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Other income, net | 1,500 | |
Interest income, net | $ 1,500 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Revenue by Contracts (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 363,956 | $ 310,460 |
Revenue from energy storage products and solutions | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 356,941 | 305,803 |
Revenue from services | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 5,747 | 3,876 |
Revenue from digital applications and solutions | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 1,268 | $ 781 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Geographical Regions (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 363,956 | $ 310,460 |
Americas (North, Central and South America) | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 259,217 | 176,471 |
APAC (Asia Pacific) | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 81,872 | 19,560 |
EMEA (Europe, Middle-East and Africa) | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 22,867 | $ 114,429 |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Contract Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Nonrelated Party | ||
Contract With Customer, Liability [Roll Forward] | ||
Deferred revenue, beginning of period | $ 273,164 | $ 273,073 |
Additions | 215,742 | 287,840 |
Revenue recognized related to amounts that were included in beginning balance of deferred revenue | (106,074) | (91,815) |
Deferred revenue, end of period | 382,832 | 469,098 |
Related Party | ||
Contract With Customer, Liability [Roll Forward] | ||
Deferred revenue, beginning of period | 110,274 | 300,697 |
Additions | 209,018 | 88,530 |
Revenue recognized related to amounts that were included in beginning balance of deferred revenue | (61,060) | (38,332) |
Deferred revenue, end of period | $ 258,232 | $ 350,895 |
Revenue from Contracts with C_6
Revenue from Contracts with Customers - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Amount of remaining performance obligations | $ 3,700 | ||
Change in estimate of transaction price | $ 89.3 | $ 84.1 | |
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Four Customers | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Total revenue percentage | 86% | ||
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Two Customers | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Total revenue percentage | 51% | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Percentage of remaining performance obligations | 60% | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Maximum | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Expected time period of satisfaction (in years) | 12 months |
Inventory, Net (Details)
Inventory, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 |
Inventory [Line Items] | ||
Cost | $ 565,041 | $ 225,180 |
Provision | (575) | (277) |
Net | 564,466 | 224,903 |
Cubes, batteries, and other equipment | ||
Inventory [Line Items] | ||
Cost | 561,191 | 221,711 |
Provision | (339) | (105) |
Net | 560,852 | 221,606 |
Spare parts | ||
Inventory [Line Items] | ||
Cost | 3,850 | 3,469 |
Provision | (236) | (172) |
Net | $ 3,614 | $ 3,297 |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Taxes recoverable | $ 18,854 | $ 16,411 |
Advance payments | 710 | 1,102 |
Prepaid expenses | 13,570 | 3,470 |
Prepaid insurance | 10,899 | 674 |
Derivative assets (a) | 269 | 2,310 |
Other | 5,752 | 7,107 |
Total | $ 50,054 | $ 31,074 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - USD ($) | 3 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | |
Finite-Lived Intangible Assets [Line Items] | |||
Cost | $ 80,589,000 | $ 77,369,000 | |
Accumulated Amortization | (23,809,000) | (21,617,000) | |
Net | 56,780,000 | 55,752,000 | |
Amortization expense | 1,900,000 | $ 1,500,000 | |
Capitalized software amortization expense | 400,000 | $ 0 | |
Patents and licenses | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost | 28,676,000 | 28,673,000 | |
Accumulated Amortization | (11,487,000) | (11,002,000) | |
Net | 17,189,000 | 17,671,000 | |
Developed technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost | 30,906,000 | 29,430,000 | |
Accumulated Amortization | (6,044,000) | (5,218,000) | |
Net | 24,862,000 | 24,212,000 | |
Customer relationship | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost | 4,626,000 | 4,277,000 | |
Accumulated Amortization | (1,522,000) | (1,233,000) | |
Net | 3,104,000 | 3,044,000 | |
Trade names/Trademarks | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost | 5,332,000 | 5,265,000 | |
Accumulated Amortization | (3,506,000) | (3,337,000) | |
Net | 1,826,000 | 1,928,000 | |
Capitalized internal-use software | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost | 7,539,000 | 6,458,000 | |
Accumulated Amortization | (1,106,000) | (762,000) | |
Net | 6,433,000 | 5,696,000 | |
Capitalized software to be sold | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost | 3,509,000 | 3,266,000 | |
Accumulated Amortization | (143,000) | (65,000) | |
Net | $ 3,366,000 | $ 3,201,000 |
Goodwill - Narrative (Details)
Goodwill - Narrative (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Impairment of goodwill | $ 0 | $ 0 |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Roll Forward] | ||
Goodwill, Beginning of the period | $ 26,020 | $ 24,851 |
Foreign currency adjustment | 1,515 | 965 |
Goodwill, End of the period | $ 27,535 | $ 25,816 |
Leases - Narrative (Details)
Leases - Narrative (Details) | Dec. 31, 2023 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 3 years |
Leases - Assets and Liabilities
Leases - Assets and Liabilities Operating (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 |
Assets | ||
Right of use asset - operating leases | $ 4,558 | $ 2,857 |
Liabilities: | ||
Current portion of operating lease liabilities | 2,219 | 1,569 |
Operating lease liabilities, net of current portion | 2,272 | 1,334 |
Present value of lease liabilities | $ 4,491 | $ 2,903 |
Current Accruals and Provisio_3
Current Accruals and Provisions (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 |
Payables and Accruals [Abstract] | ||
Accruals | $ 149,340 | $ 148,906 |
Provisions for expected project losses | 10,555 | 12,072 |
Current portion of warranty accrual | 12,114 | 11,245 |
Total | $ 172,009 | $ 172,223 |
Debt - Revolving Credit Facilit
Debt - Revolving Credit Facility (Details) | 3 Months Ended | 12 Months Ended | ||||
Nov. 22, 2023 USD ($) | Nov. 01, 2021 USD ($) bank | Dec. 31, 2023 USD ($) | Sep. 30, 2023 USD ($) qtr | Dec. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) | |
Revolving Credit Facility | The Revolver | Line of Credit | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing amount | $ 200,000,000 | $ 200,000,000 | ||||
Increase in borrowing capacity | $ 10,000,000 | |||||
Commitment fee | 0.55% | |||||
Debt instrument, covenant, investment threshold, maximum | $ 10,500,000 | |||||
Debt instrument, covenant, investment threshold, percentage of consolidated assets, maximum | 1.50% | |||||
Debt instrument, covenant, total liquidity, maximum | $ 600,000,000 | |||||
Minimum liquidity and gross revenue requirement of consolidated EBITDA | $ 150,000,000 | |||||
Revolving Credit Facility | The Revolver | Base Rate | Line of Credit | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest rate | 2% | |||||
Revolving Credit Facility | The Revolver | SOFR Rate | Line of Credit | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest rate | 3% | |||||
Revolving Credit Facility | The Revolver | Line of Credit | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing amount | $ 190,000,000 | |||||
Number of other banks in lenders party | bank | 5 | |||||
EBITDA threshold period | qtr | 4 | |||||
Revolving Credit Facility | Asset-Based Lending Facility | Line of Credit | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing amount | $ 400,000,000 | |||||
Commitment fee | 0.45% | |||||
Debt Instrument, Covenant, Excess Availability, Line Cap Percentage Threshold | 12.50% | |||||
Borrowing base amount | $ 200,000,000 | |||||
Covenant, line cap, one | 25,000,000 | |||||
Covenant, line cap, two | $ 50,000,000 | |||||
Commitment fee threshold percent | 50% | |||||
Total liquidity, line cap, threshold percentage | 20% | |||||
long term debt | 0 | |||||
Remaining borrowing capacity | $ 75,200,000 | |||||
Revolving Credit Facility | Asset-Based Lending Facility | Line of Credit | Minimum | ||||||
Line of Credit Facility [Line Items] | ||||||
Commitment fee | 0.375% | |||||
Line cap additional threshold percent | $ 15,000,000 | |||||
Revolving Credit Facility | Asset-Based Lending Facility | Line of Credit | Maximum | ||||||
Line of Credit Facility [Line Items] | ||||||
Commitment fee | 0.45% | |||||
Line cap additional threshold amount | $ 64,000,000 | |||||
Revolving Credit Facility | Asset-Based Lending Facility | Base Rate | Line of Credit | Minimum | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest rate | 100% | |||||
Revolving Credit Facility | Asset-Based Lending Facility | Base Rate | Line of Credit | Maximum | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest rate | 1.50% | |||||
Revolving Credit Facility | Asset-Based Lending Facility | Prime Rate | Line of Credit | Minimum | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest rate | 1% | |||||
Revolving Credit Facility | Asset-Based Lending Facility | Prime Rate | Line of Credit | Maximum | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest rate | 1.50% | |||||
Revolving Credit Facility | Asset-Based Lending Facility | Adjust Term SOFR Rate, Adjusted EURIBOR Rate, Or Adjusted Term CORRA Rate | Line of Credit | Minimum | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest rate | 2% | |||||
Revolving Credit Facility | Asset-Based Lending Facility | Adjust Term SOFR Rate, Adjusted EURIBOR Rate, Or Adjusted Term CORRA Rate | Line of Credit | Maximum | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest rate | 2.50% | |||||
Letter of Credit | The Revolver | Line of Credit | ||||||
Line of Credit Facility [Line Items] | ||||||
Letter of credit participation fee | 2.75% | |||||
Letter of Credit | Asset-Based Lending Facility | Line of Credit | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing amount | $ 200,000,000 |
Debt - Pledged as Collateral (D
Debt - Pledged as Collateral (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Apr. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Line of Credit Facility [Line Items] | ||||
Financing receivable, amount transferred | $ 30,900 | $ 24,300 | ||
Proceeds from borrowing against note receivable - pledged as collateral | $ 27,000 | $ 21,100 | ||
Interest income, net | $ 1,993 | $ 656 | ||
Interest Income, Operating | 1,200 | |||
Interest expense | 1,100 | |||
Asset-Backed Securities, Securitized Loans and Receivables | ||||
Line of Credit Facility [Line Items] | ||||
Interest income, net | $ 100 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |||
Income tax benefit | $ 1,235,000 | $ 614,000 | |
Effective tax rate | 4.60% | 1.60% | |
Unrecognized tax benefits | $ 0 | $ 0 |
Commitment and Contingencies -
Commitment and Contingencies - Guarantees (Details) $ in Millions | Dec. 31, 2023 USD ($) agreement |
Other Commitments [Line Items] | |
Amount (in $ millions) | $ 2,127 |
Number of Agreements | agreement | 121 |
Guarantees and commitments | |
Other Commitments [Line Items] | |
Amount (in $ millions) | $ 1,613 |
Number of Agreements | agreement | 50 |
Guarantees and commitments | Minimum | |
Other Commitments [Line Items] | |
Maximum Exposure Range for Each Agreement (in $ millions) | $ 0 |
Guarantees and commitments | Maximum | |
Other Commitments [Line Items] | |
Maximum Exposure Range for Each Agreement (in $ millions) | 445.8 |
Letters of credit under the bilateral credit facility (a) | |
Other Commitments [Line Items] | |
Amount (in $ millions) | $ 125 |
Number of Agreements | agreement | 32 |
Letters of credit under the bilateral credit facility (a) | Minimum | |
Other Commitments [Line Items] | |
Maximum Exposure Range for Each Agreement (in $ millions) | $ 0 |
Letters of credit under the bilateral credit facility (a) | Maximum | |
Other Commitments [Line Items] | |
Maximum Exposure Range for Each Agreement (in $ millions) | 29.5 |
Letters of credit under ABL Credit Agreement | |
Other Commitments [Line Items] | |
Amount (in $ millions) | $ 0 |
Number of Agreements | agreement | 0 |
Letters of credit under ABL Credit Agreement | Minimum | |
Other Commitments [Line Items] | |
Maximum Exposure Range for Each Agreement (in $ millions) | $ 0 |
Letters of credit under ABL Credit Agreement | Maximum | |
Other Commitments [Line Items] | |
Maximum Exposure Range for Each Agreement (in $ millions) | 0 |
Surety bonds | |
Other Commitments [Line Items] | |
Amount (in $ millions) | $ 389 |
Number of Agreements | agreement | 39 |
Surety bonds | Minimum | |
Other Commitments [Line Items] | |
Maximum Exposure Range for Each Agreement (in $ millions) | $ 0 |
Surety bonds | Maximum | |
Other Commitments [Line Items] | |
Maximum Exposure Range for Each Agreement (in $ millions) | $ 81.9 |
Commitment and Contingencies _2
Commitment and Contingencies - Purchase Commitments (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Purchase Commitments | |
2024 | $ 16,531 |
2025 | 232,107 |
2026 | 757,133 |
2027 | 750,000 |
2028 and thereafter | 2,250,000 |
Purchase Obligation, Total | 4,005,771 |
Liquidated Damages | |
Liquidated Damages | |
2024 | 0 |
2025 | 9,000 |
2026 | 16,200 |
2027 | 16,200 |
2028 and thereafter | 48,600 |
Other Commitment, Total | $ 90,000 |
Commitment and Contingencies _3
Commitment and Contingencies - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |||||
Nov. 10, 2023 | Oct. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Loss Contingencies [Line Items] | |||||||
Advance payment | $ 60,000 | ||||||
Advances to suppliers | $ 112,570 | $ 107,947 | |||||
Settlement amount | $ 19,500 | ||||||
Current portion of warranty accrual | $ 28,539 | $ 26,909 | $ 1,625 | ||||
Fluence v.s. Diablo Energy Storage | |||||||
Loss Contingencies [Line Items] | |||||||
Damages sought, value | $ 25,000 | $ 37,000 | |||||
Estimated litigation liability | $ 230,000 | ||||||
Minimum | |||||||
Loss Contingencies [Line Items] | |||||||
Limited warranty, period | 1 year | ||||||
Maximum | |||||||
Loss Contingencies [Line Items] | |||||||
Limited warranty, period | 5 years | ||||||
Inventory capacity guarantee | |||||||
Loss Contingencies [Line Items] | |||||||
Advances to suppliers | $ 12,800 |
Commitment and Contingencies _4
Commitment and Contingencies - Warranty Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | |
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward] | |||
Warranty balance, beginning | $ 26,909 | $ 1,625 | |
Warranties issued and assumed in period | 2,517 | 12,168 | |
Change in estimates | 0 | 8,288 | |
Change in balance sheet presentation | 10,307 | ||
Net changes in liability for warranty expirations, costs incurred, and foreign exchange impact | (887) | $ (5,479) | |
Warranty balance, ending | 28,539 | ||
Less: supplier recoveries balance at end of period | 10,959 | $ 10,307 | |
Warranty balance, net of recoverable warranty costs from suppliers, at end of period | $ 17,580 | $ 16,602 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | |
Related Party Transaction [Line Items] | |||
Total revenue | $ 363,956 | $ 310,460 | |
Provision for receivables from related parties | 0 | $ 0 | |
Consulting Services Revenue | |||
Related Party Transaction [Line Items] | |||
Total revenue | $ 1,400 | ||
AES Grid Stability | Class B-1 common stock | Fluence Energy, Inc | |||
Related Party Transaction [Line Items] | |||
Investment owned (in shares) | 51,499,195 | ||
Siemens Industry | Class A common stock | Fluence Energy, Inc | |||
Related Party Transaction [Line Items] | |||
Investment owned (in shares) | 51,499,195 | ||
Related Party | |||
Related Party Transaction [Line Items] | |||
Total revenue | $ 116,574 | $ 101,006 |
Related-Party Transactions - Ba
Related-Party Transactions - Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 |
Related Party Transaction [Line Items] | ||
Accounts receivable | $ 75,427 | $ 58,514 |
Unbilled receivables | 182,232 | 192,064 |
Advances to Suppliers - short-term | 112,570 | 107,947 |
Accounts payable | 318,548 | 62,899 |
Accrued liabilities | 172,009 | 172,223 |
Total payables and deferred revenue with related parties | 265,048 | 116,488 |
Related Party | ||
Related Party Transaction [Line Items] | ||
Accounts receivable | 10,277 | 7,945 |
Unbilled receivables | 65,150 | 50,569 |
Total receivables from related parties | 75,427 | 58,514 |
Advances to Suppliers - short-term | 22,317 | 17,592 |
Total advances to suppliers with related parties | 22,317 | 17,592 |
Accounts payable | 1,910 | 2,477 |
Deferred revenue | 258,232 | 110,274 |
Accrued liabilities | 4,906 | 3,737 |
Total payables and deferred revenue with related parties | $ 265,048 | $ 116,488 |
Related-Party Transactions - St
Related-Party Transactions - Statement of Operations and Comprehensive Loss Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Total revenue | $ 363,956 | $ 310,460 |
Cost of goods and services | 327,570 | 298,420 |
Research and development | 15,440 | 19,162 |
Sales and marketing | 10,706 | 8,792 |
General and administrative | 37,728 | 31,267 |
Related Party | ||
Related Party Transaction [Line Items] | ||
Total revenue | 116,574 | 101,006 |
Cost of goods and services | 1,149 | 6,407 |
Research and development | 134 | 191 |
Sales and marketing | 0 | 13 |
General and administrative | $ 2,177 | $ 30 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 5,630,000 | $ 8,477,000 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Percentage Paid Out Below-Threshold Performance | 0% | ||||
Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting percentage | 50% | ||||
Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting percentage | 200% | ||||
Nispera | Outstanding restricted stock units (“RSUs”) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 6,900,000 | ||||
Class B units issued (in shares) | 531,202 | ||||
The Option Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options expiration period (in years) | 10 years | ||||
Options outstanding, Weighted average exercise price per share (usd per share) | $ 2.45 | ||||
Shares outstanding, options (in shares) | 4,846,089 | ||||
Unrecognized stock compensation expense | $ 100,000 | ||||
2021 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Class A common stock reserved (in shares) | 9,500,000 | ||||
Outstanding phantom units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 0 | ||||
Shares outstanding (in shares) | 256,935 | ||||
Unrecognized Stock Compensation Expense, not options | $ 900,000 | ||||
Outstanding phantom units | Executive Officer | 6 month anniversary of IPO | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting percentage | 33.33% | ||||
Outstanding phantom units | Executive Officer | 18 month anniversary of IPO | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting percentage | 33.33% | ||||
Outstanding phantom units | Executive Officer | 30 month anniversary of IPO | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting percentage | 33.33% | ||||
Outstanding pre-IPO options (“2020 Unit Option Plan”) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 0 | ||||
Outstanding pre-IPO options (“2020 Unit Option Plan”) | 2021 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Service requirement (in years) | 3 years | ||||
Outstanding restricted stock units (“RSUs”) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares outstanding (in shares) | 2,351,121 | 1,843,570 | |||
Unrecognized Stock Compensation Expense, not options | $ 28,800,000 | ||||
Granted (in shares) | 741,775 | ||||
Outstanding performance share units (“PSUs”) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares outstanding (in shares) | 329,055 | ||||
Unrecognized Stock Compensation Expense, not options | $ 7,000,000 | ||||
Granted (in shares) | 329,055 | ||||
Non Qualified Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized stock compensation expense | $ 2,400,000 | ||||
Service requirement (in years) | 3 years | ||||
Granted (in shares) | 132,524 | ||||
Options granted, Weighted average exercise price per share (usd per share) | $ 21.93 |
Stock-Based Compensation - RSUS
Stock-Based Compensation - RSUS (Details) - Outstanding restricted stock units (“RSUs”) | 3 Months Ended |
Dec. 31, 2023 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding, Beginning balance (in shares) | 1,843,570 |
Granted (in shares) | 741,775 |
Vested (in shares) | (169,800) |
Forfeited (in shares) | (64,424) |
Outstanding, Ending balance (in shares) | 2,351,121 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 5,630 | $ 8,477 |
Cost of goods and services | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 1,259 | 900 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 726 | 2,360 |
Sales and marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 295 | 518 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 3,350 | $ 4,699 |
Investment in Joint Venture (De
Investment in Joint Venture (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Aug. 05, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Equity Method Investments [Line Items] | |||
Payments for purchase of investment in joint venture | $ 0 | $ 5,013 | |
India Partnership | |||
Schedule of Equity Method Investments [Line Items] | |||
Payments for purchase of investment in joint venture | $ 5,000 | ||
Outstanding borrowings | $ 15,000 | ||
Interest percentage | 50% |
Supply Chain Financing (Details
Supply Chain Financing (Details) $ in Thousands | 3 Months Ended | |
Dec. 31, 2023 USD ($) supplier | Sep. 30, 2023 USD ($) | |
Supplier Finance Program [Line Items] | ||
Number of suppliers | supplier | 3 | |
Supplier Finance Program, Obligation [Roll Forward] | ||
Obligations outstanding at the beginning of the period | $ 30,001 | $ 24,728 |
Invoices issued during the period | 46,238 | 35,115 |
Invoices paid during the period | (30,357) | (29,842) |
Obligations outstanding at the end of the period | 45,882 | $ 30,001 |
Affiliated Entity | ||
Supplier Finance Program [Line Items] | ||
Guarantees issued | 100,000 | |
AES Grid Stability | Affiliated Entity | ||
Supplier Finance Program [Line Items] | ||
Guarantees issued | 50,000 | |
Siemens Industry | Affiliated Entity | ||
Supplier Finance Program [Line Items] | ||
Guarantees issued | $ 50,000 |