BLOOM ENERGY CORP, 10-K filed on 2/15/2024
Annual Report
v3.24.0.1
Cover Page - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Feb. 12, 2024
Jun. 30, 2023
Cover [Abstract]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2023    
Current Fiscal Year End Date --12-31    
Document Transition Report false    
Entity File Number 001-38598    
Entity Registrant Name BLOOM ENERGY CORP    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 77-0565408    
Entity Address, Address Line One 4353 North First Street    
Entity Address, City or Town San Jose    
Entity Address, State or Province CA    
Entity Address, Postal Zip Code 95134    
City Area Code 408    
Local Phone Number 543-1500    
Title of 12(b) Security Class A Common Stock, $0.0001 par value    
Trading Symbol BE    
Security Exchange Name NYSE    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
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    
ICFR Auditor Attestation Flag true    
Document Financial Statement Error Correction [Flag] false    
Entity Shell Company false    
Entity Public Float     $ 2,400.0
Entity Common Stock, Shares Outstanding   224,973,118  
Documents Incorporated by Reference
Portions of the registrant’s definitive proxy statement for the 2024 Annual Meeting of Stockholders (the “2024 Proxy Statement”) are incorporated into Part III of this Annual Report on Form 10-K. The 2024 Proxy Statement will be filed with the U.S. Securities and Exchange Commission (“SEC”) within 120 days after the registrant’s year ended December 31, 2023.
    
Entity Central Index Key 0001664703    
Document Fiscal Year Focus 2023    
Document Fiscal Period Focus FY    
Amendment Flag false    
v3.24.0.1
Audit Information
 12 Months Ended
Dec. 31, 2023
Audit Information [Abstract]  
Auditor Firm ID 34
Auditor Name Deloitte & Touche LLP
Auditor Location San Jose, California
v3.24.0.1
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Current assets:    
Cash and cash equivalents [1] $ 664,593 $ 348,498
Restricted cash [1] 46,821 51,515
Accounts receivable less allowance for credit losses of $119 as of December 31, 2023 and $119 as of December 31, 2022 [1],[2] 340,740 250,995
Contract assets [3] 41,366 46,727
Inventories [1] 502,515 268,394
Deferred cost of revenue, current [4] 45,984 46,191
Prepaid expense and other current assets [1],[5] 51,148 43,643
Total current assets 1,693,167 1,055,963
Property, plant and equipment, net [1] 493,352 600,414
Operating lease right-of-use assets [1],[6] 139,732 126,955
Restricted cash [1] 33,764 118,353
Deferred cost of revenue 3,454 4,737
Other long-term assets [1],[7] 50,208 40,205
Total assets 2,413,677 1,946,627
Current liabilities:    
Accounts payable [1] 132,078 161,770
Accrued warranty 19,326 17,332
Accrued expenses and other current liabilities [1],[8] 130,879 144,183
Deferred revenue and customer deposits [1],[9] 128,922 159,048
Operating lease liabilities [1],[10] 20,245 16,227
Financing obligations 38,972 17,363
Recourse debt 0 12,716
Non-recourse debt [1] 0 13,307
Total current liabilities 470,422 541,946
Deferred revenue and customer deposits [1],[11] 19,140 56,392
Operating lease liabilities [1],[12] 141,939 132,363
Financing obligations 405,824 442,063
Recourse debt 842,006 273,076
Non-recourse debt [1],[13] 4,627 112,480
Other long-term liabilities 9,049 9,491
Total liabilities 1,893,007 1,567,811
Commitments and contingencies
Stockholders’ equity:    
Common stock: $0.0001 par value; Class A shares — 600,000,000 shares authorized, and 224,717,533 shares and 189,864,722 shares issued and outstanding and Class B shares — 600,000,000 shares authorized, and no shares and 15,799,968 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively. 21 20
Additional paid-in capital 4,370,343 3,906,491
Accumulated other comprehensive loss (1,687) (1,251)
Accumulated deficit (3,866,599) (3,564,483)
Total stockholders’ equity attributable to common stockholders 502,078 340,777
Noncontrolling interest 18,592 38,039
Total stockholders’ equity 520,670 378,816
Total liabilities and stockholders’ equity $ 2,413,677 $ 1,946,627
[1] We have variable interest entities related to the PPA* V (see Note 10 — Portfolio Financings) and a joint venture in the Republic of Korea (see Note 17 — SK ecoplant Strategic Investment), which represent a portion of the consolidated balances recorded within these financial statement line items.
In August 2023, we sold the PPA V as a result of the PPA V Repowering of the Energy Servers (see Note 10 — Portfolio Financings), as such the consolidated balances recorded within these financial statement line items as of December 31, 2023 exclude the PPA V balances.
[2] Including amounts from related parties of $262.0 million and $4.3 million as of December 31, 2023 and December 31, 2022, respectively.
[3] Including amounts from related parties of $6.9 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
[4] Including amounts from related parties of $0.9 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
[5] Including amounts from related parties of $2.3 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
[6] Including amounts from related parties of $2.0 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
[7] Including amounts from related parties of $9.1 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
8 Including amounts from related parties of $0.1 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
[8] Including amounts from related parties of $3.4 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
[9] Including amounts from related parties of $1.7 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
[10] Including amounts from related parties of $0.4 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
[11] Including amounts from related parties of $6.7 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022
[12] Including amounts from related parties of $1.6 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
[13] Including amounts from related parties of $4.6 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
v3.24.0.1
Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Allowance for doubtful accounts $ 119 $ 119
Accounts receivable [1],[2] 340,740 250,995
Contract assets [3] 41,366 46,727
Deferred cost of revenue, current [4] 45,984 46,191
Prepaid expenses and other current assets [1],[5] 51,148 43,643
Operating lease right-of-use assets [1],[6] 139,732 126,955
Other long-term assets [1],[7] 50,208 40,205
Accounts payable [1] 132,078 161,770
Accrued expenses and other current liabilities [1],[8] 130,879 144,183
Deferred revenue and customer deposits [1],[9] 128,922 159,048
Operating lease liabilities [1],[10] 20,245 16,227
Deferred revenue and customer deposits, current [1],[11] 19,140 56,392
Operating lease liabilities [1],[12] 141,939 132,363
Non-recourse debt [1],[13] 4,627 112,480
Related Party    
Accounts receivable 262,031 4,257
Contract assets 6,872 0
Deferred cost of revenue, current 875 0
Prepaid expenses and other current assets 2,257 0
Operating lease right-of-use assets 2,031 0
Other long-term assets 9,069 0
Accounts payable 77 0
Accrued expenses and other current liabilities 3,427 0
Deferred revenue and customer deposits 1,707 0
Operating lease liabilities 440 0
Deferred revenue and customer deposits, current 6,700 0
Operating lease liabilities 1,617 0
Non-recourse debt $ 4,600 $ 0
Class A Common Stock    
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Common stock, authorized (in shares) 600,000,000 600,000,000
Common stock, issued (in shares) 224,717,533 189,864,722
Common stock, outstanding (in shares) 224,717,533 189,864,722
Class B common stock    
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Common stock, authorized (in shares) 600,000,000  
Common stock, issued (in shares)   15,799,968
Common stock, outstanding (in shares)   15,799,968
[1] We have variable interest entities related to the PPA* V (see Note 10 — Portfolio Financings) and a joint venture in the Republic of Korea (see Note 17 — SK ecoplant Strategic Investment), which represent a portion of the consolidated balances recorded within these financial statement line items.
In August 2023, we sold the PPA V as a result of the PPA V Repowering of the Energy Servers (see Note 10 — Portfolio Financings), as such the consolidated balances recorded within these financial statement line items as of December 31, 2023 exclude the PPA V balances.
[2] Including amounts from related parties of $262.0 million and $4.3 million as of December 31, 2023 and December 31, 2022, respectively.
[3] Including amounts from related parties of $6.9 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
[4] Including amounts from related parties of $0.9 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
[5] Including amounts from related parties of $2.3 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
[6] Including amounts from related parties of $2.0 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
[7] Including amounts from related parties of $9.1 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
8 Including amounts from related parties of $0.1 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
[8] Including amounts from related parties of $3.4 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
[9] Including amounts from related parties of $1.7 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
[10] Including amounts from related parties of $0.4 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
[11] Including amounts from related parties of $6.7 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022
[12] Including amounts from related parties of $1.6 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
[13] Including amounts from related parties of $4.6 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
v3.24.0.1
Consolidated Statements of Operations - USD ($)
shares in Thousands, $ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Total revenue [1] $ 1,333,470 $ 1,199,125 $ 972,176
Total cost of revenue [2] 1,135,676 1,050,837 774,595
Gross profit 197,794 148,288 197,581
Operating expenses:      
Research and development 155,865 150,606 103,396
Sales and marketing 89,961 90,934 86,499
General and administrative [3] 160,875 167,740 122,188
Total operating expenses 406,701 409,280 312,083
Loss from operations (208,907) (260,992) (114,502)
Interest income 19,885 3,887 262
Interest expense [4] (108,299) (53,493) (69,025)
Other (expense) income, net (2,793) 4,998 (8,139)
Loss on extinguishment of debt (4,288) (8,955) 0
(Loss) gain on revaluation of embedded derivatives (1,641) 566 (919)
Loss before income taxes (306,043) (313,989) (192,323)
Income tax provision 1,894 1,097 1,046
Net loss (307,937) (315,086) (193,369)
Less: Net loss attributable to noncontrolling interest (5,821) (13,378) (28,896)
Net loss attributable to common stockholders (302,116) (301,708) (164,473)
Less: Net loss attributable to redeemable noncontrolling interest 0 (300) (28)
Net loss before portion attributable to redeemable noncontrolling interest and noncontrolling interest $ (302,116) $ (301,408) $ (164,445)
Net loss per share available to common stockholders, basic (in dollars per share) $ (1.42) $ (1.62) $ (0.95)
Net loss per share available to common stockholders, diluted (in dollars per share) $ (1.42) $ (1.62) $ (0.95)
Weighted average shares used to compute net loss per share available to common stockholders, basic (in shares) 212,681 185,907 173,438
Weighted average shares used to compute net loss per share available to common stockholders, diluted (in shares) 212,681 185,907 173,438
Product      
Total revenue [1] $ 975,245 $ 880,664 $ 663,512
Total cost of revenue [2] 630,105 616,178 471,654
Installation      
Total revenue [1] 92,796 92,120 96,059
Total cost of revenue [2] 105,735 104,111 110,214
Service      
Total revenue [1] 183,065 150,954 144,184
Total cost of revenue [2] 220,927 168,491 148,286
Electricity      
Total revenue [1] 82,364 75,387 68,421
Total cost of revenue [2] $ 178,909 $ 162,057 $ 44,441
[1] Including related party revenue of $487.2 million, $36.3 million and $16.0 million for the years ended December 31, 2023, 2022 and 2021, respectively.
[2] Including related party cost of revenue of $0.1 million for the year ended December 31, 2023. There was no related party cost of revenue for the years ended December 31, 2022 and 2021.
[3] Including related party general and administrative expenses of $0.8 million for the year ended December 31, 2023. There were no related party general and administrative expenses for the years ended December 31, 2022 and 2021.
[4] Including related party interest expense of $0.1 million for the year ended December 31, 2023. There was no related party interest expense for the years ended December 31, 2022 and 2021.
v3.24.0.1
Consolidated Statements of Operations (Parenthetical) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Total revenue [1] $ 1,333,470 $ 1,199,125 $ 972,176
Total cost of revenue [2] 1,135,676 1,050,837 774,595
General and administrative [3] 160,875 167,740 122,188
Interest expense [4] 108,299 53,493 69,025
Related Party      
Total revenue 487,240 36,281 16,038
Total cost of revenue 133 0 0
General and administrative 812 0 0
Interest expense $ 100 $ 0 $ 0
[1] Including related party revenue of $487.2 million, $36.3 million and $16.0 million for the years ended December 31, 2023, 2022 and 2021, respectively.
[2] Including related party cost of revenue of $0.1 million for the year ended December 31, 2023. There was no related party cost of revenue for the years ended December 31, 2022 and 2021.
[3] Including related party general and administrative expenses of $0.8 million for the year ended December 31, 2023. There were no related party general and administrative expenses for the years ended December 31, 2022 and 2021.
[4] Including related party interest expense of $0.1 million for the year ended December 31, 2023. There was no related party interest expense for the years ended December 31, 2022 and 2021.
v3.24.0.1
Consolidated Statements of Comprehensive Loss - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Statement of Comprehensive Income [Abstract]      
Net loss $ (307,937) $ (315,086) $ (193,369)
Other comprehensive loss, net of taxes:      
Change in derivative instruments designated and qualifying as cash flow hedges 0 0 15,243
Foreign currency translation adjustment (430) (794) (595)
Other comprehensive (loss) income, net of taxes (430) (794) 14,648
Comprehensive loss (308,367) (315,880) (178,721)
Less: Comprehensive loss attributable to noncontrolling interest (5,815) (13,271) (13,907)
Comprehensive loss attributable to common stockholders (302,552) (302,609) (164,814)
Less: Comprehensive loss attributable to redeemable noncontrolling interest 0 (300) (28)
Comprehensive loss before portion attributable to redeemable noncontrolling interest and noncontrolling interest $ (302,552) $ (302,309) $ (164,786)
v3.24.0.1
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($)
$ in Thousands
Total
Cumulative effect upon adoption of new accounting standard
Total Equity (Deficit) Attributable to Common Stockholders
Total Equity (Deficit) Attributable to Common Stockholders
Cumulative effect upon adoption of new accounting standard
Common Stock
Additional Paid-In Capital
Additional Paid-In Capital
Cumulative effect upon adoption of new accounting standard
Accumulated Other Comprehensive Loss
Accumulated Deficit
Accumulated Deficit
Cumulative effect upon adoption of new accounting standard
Noncontrolling Interest
Beginning balance (in shares) at Dec. 31, 2020         168,002,726            
Beginning balance at Dec. 31, 2020 $ 141,019 $ (121,491) $ 78,824 $ (121,491) $ 17 $ 3,182,753 $ (126,799) $ (9) $ (3,103,937) $ 5,308 $ 62,195
Increase (Decrease) in Stockholders' Equity [Roll Forward]                      
Issuance of restricted stock awards (in shares)         3,052,012            
ESPP purchase (in shares)         1,945,305            
ESPP purchase 10,045   10,045     10,045          
Exercise of stock options (in shares)         3,460,364            
Exercise of stock options 79,745   79,745   $ 1 79,744          
Stock-based compensation 73,338   73,338     73,338          
Distributions and payments to noncontrolling interest (5,789)                   (5,789)
Foreign currency translation adjustment (595)                    
Change in effective portion of interest rate swap agreement 15,243                   15,243
Foreign currency translation adjustment (596)   (342)         (341) (1)   (254)
Net loss [1] (193,341)   (164,445)           (164,445)   (28,896)
Ending balance (in shares) at Dec. 31, 2021         176,460,407            
Ending balance at Dec. 31, 2021 (1,827)   (44,326)   $ 18 3,219,081   (350) (3,263,075)   42,499
Increase (Decrease) in Stockholders' Equity [Roll Forward]                      
Issuance of restricted stock awards (in shares)         2,957,215            
ESPP purchase (in shares)         759,744            
ESPP purchase 11,600   11,600     11,600          
Exercise of stock options (in shares)         537,324            
Exercise of stock options 3,679   3,679     3,679          
Stock-based compensation 112,722   112,722     112,722          
Contributions from noncontrolling interest 2,815                   2,815
Distributions and payments to noncontrolling interest (6,854)   (500)     (500)         (6,354)
Buyout of noncontrolling interest (12,000)   (24,350)     (24,350)         12,350
Conversion of Series B redeemable convertible preferred stock (in shares)         10,000,000            
Conversion of redeemable convertible preferred stock 208,551   208,551   $ 1 208,550          
Foreign currency translation adjustment (794)   (901)         (901)     107
Public share offering (in shares)         14,950,000            
Public share offering 371,527   371,527   $ 1 371,526          
Forward contract to purchase Class A Common Stock 4,183   4,183     4,183          
Net loss [2] (314,786)   (301,408)           (301,408)   (13,378)
Ending balance (in shares) at Dec. 31, 2022         205,664,690            
Ending balance at Dec. 31, 2022 378,816   340,777   $ 20 3,906,491   (1,251) (3,564,483)   38,039
Increase (Decrease) in Stockholders' Equity [Roll Forward]                      
Issuance of restricted stock awards (in shares)         4,160,416            
ESPP purchase (in shares)         875,695            
ESPP purchase 13,363   13,363     13,363          
Exercise of stock options (in shares)         525,031            
Exercise of stock options 3,582   3,582     3,582          
Stock-based compensation 87,076   87,076     87,076          
Contributions from noncontrolling interest 6,979                   6,979
Distributions and payments to noncontrolling interest (2,265)                   (2,265)
Buyout of noncontrolling interest (6,864)   11,482     11,482         (18,346)
Derecognition of the pre-modified forward contract fair value 76,242   76,242     76,242          
Equity component of redeemable convertible preferred stock 16,145   16,145     16,145          
Purchase of capped call options related to convertible notes (54,522)   (54,522)     (54,522)          
Conversion of Series B redeemable convertible preferred stock (in shares)         13,491,701            
Conversion of redeemable convertible preferred stock 310,485   310,485   $ 1 310,484          
Foreign currency translation adjustment (430)   (436)         (436)     6
Net loss (307,937)   (302,116)           (302,116)   (5,821)
Ending balance (in shares) at Dec. 31, 2023         224,717,533            
Ending balance at Dec. 31, 2023 $ 520,670   $ 502,078   $ 21 $ 4,370,343   $ (1,687) $ (3,866,599)   $ 18,592
[1]
2 Excludes $28 attributable to redeemable noncontrolling interest.
Note: Beginning redeemable NCI of $377 — distributions to redeemable noncontrolling interests of $49 — Net loss attributable to redeemable NCI of $28 = Ending redeemable NCI of $300.
[2]
1 Excludes $300 attributable to redeemable noncontrolling interest.
Note: Beginning redeemable NCI of $300 — Net loss attributable to redeemable NCI of $300 = Ending redeemable NCI of Nil.
v3.24.0.1
Consolidated Statements of Stockholders' Equity (Deficit) (Parenthetical) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Statement of Stockholders' Equity [Abstract]      
Net loss attributable to redeemable NCI $ 300 $ 28  
NCI $ 0 300 $ 377
Distributions to redeemable noncontrolling interests   $ 49  
v3.24.0.1
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Cash flows from operating activities:      
Net loss $ (307,937) $ (315,086) $ (193,369)
Adjustments to reconcile net loss to net cash used in operating activities:      
Depreciation and amortization 62,609 61,608 53,454
Non-cash lease expense 33,619 20,155 9,708
Loss on disposal of property, plant and equipment 411 0 0
Revaluation of derivative contracts 1,641 (9,583) 17,532
Impairment of assets related to PPAs 130,088 113,514 0
Derecognition of loan commitment asset related to SK ecoplant Second Tranche Closing 52,792 0 0
Stock-based compensation expense 84,480 112,259 73,274
Amortization of warrants and debt issuance costs 4,772 3,032 3,797
Loss on extinguishment of debt 4,288 8,955 0
Gain on remeasurement of investment 0 0 (1,966)
Contingent consideration remeasurement 0 0 (3,623)
Interest expense on interest rate swap settlement 0 0 (641)
Unrealized foreign currency exchange loss (gain) 618 (3,267) 77
Other 450 3,532 0
Changes in operating assets and liabilities:      
Accounts receivable [1] (89,888) (162,864) 8,608
Contract assets [2] 5,361 (21,525) (21,874)
Inventories (231,689) (124,878) (885)
Deferred cost of revenue [3] 1,655 (24,282) 17,567
Customer financing receivable 0 2,510 5,428
Prepaid expenses and other assets [4] (5,754) (17,590) 1,520
Other long-term assets [5] (3,366) (2,617) (2,854)
Operating lease right-of-use assets and operating lease liabilities (32,801) 3,016 (12,953)
Financing lease liabilities 1,011 896 1,142
Accounts payable (29,080) 86,498 13,017
Accrued warranty 1,994 5,586 1,481
Accrued expenses and other liabilities [6] (13,785) 43,243 (2,144)
Deferred revenue and customer deposits [7] (42,635) 35,156 (22,677)
Other long-term liabilities (1,385) (9,991) (4,300)
Net cash used in operating activities (372,531) (191,723) (60,681)
Cash flows from investing activities:      
Purchase of property, plant and equipment (83,739) (116,823) (49,810)
Proceeds from sale of property, plant and equipment 14 0 0
Net cash acquired from step acquisition 0 0 3,114
Net cash used in investing activities (83,725) (116,823) (46,696)
Cash flows from financing activities:      
Proceeds from issuance of debt [8] 637,127 0 135,989
Payment of debt issuance costs (19,736) 0 (1,950)
Repayment of debt (191,390) (120,586) (123,374)
Make-whole payment related to PPA IIIa and PPA IV debt 0 (6,553) 0
Purchase of capped call options related to convertible notes (54,522) 0 0
Proceeds from financing obligations 4,993 3,261 16,849
Repayment of financing obligations (18,445) (35,543) (13,642)
Distributions and payments to noncontrolling interest (2,265) (6,854) (5,789)
Distributions to redeemable noncontrolling interest 0 0 (49)
Proceeds from issuance of common stock 16,945 15,279 89,790
Proceeds from public share offering 0 385,396 0
Payment of public share offering costs (35) (13,775) 0
Buyout of noncontrolling interest (6,864) (12,000) 0
Proceeds from issuance of redeemable convertible preferred stock 310,957 0 217,861
Payment of issuance costs related to redeemable convertible preferred stock (395) 0 (9,310)
Contributions from noncontrolling interest 6,979 2,815 0
Other 0 (76) 0
Net cash provided by financing activities 683,349 211,364 306,375
Effect of exchange rate changes on cash, cash equivalent and restricted cash (281) 434 (594)
Net increase (decrease) in cash, cash equivalents, and restricted cash 226,812 (96,748) 198,404
Beginning of period 518,366 615,114 416,710
End of period 745,178 518,366 615,114
Supplemental disclosure of cash flow information:      
Cash paid during the period for interest 49,929 48,980 68,739
Cash paid for amounts included in the measurement of lease liabilities:      
Operating cash flows from operating leases 32,538 14,001 17,416
Operating cash flows from finance leases 1,097 1,085 878
Cash paid during the period for income taxes 1,455 1,439 576
Non-cash investing and financing activities:      
Increase in recourse debt, non-current upon adoption of ASU 2020-06, net 0 0 121,491
Transfer from customer financing receivable to property, plant and equipment, net 0 42,758 0
Forward to purchase Class A common stock 0 4,183 0
Liabilities recorded for property, plant and equipment, net 9,297 10,988 6,095
Recognition of operating lease right-of-use asset during the year-to-date period 29,823 36,402 82,802
Recognition of finance lease right-of-use asset during the year-to-date period 1,011 896 2,210
Derecognition of the pre-modified forward contract fair value 76,242 0 0
Equity component of redeemable convertible preferred stock 16,145 0 0
Series A Redeemable Convertible Preferred Stock      
Non-cash investing and financing activities:      
Conversion of redeemable convertible preferred stock   $ 208,551 $ 0
Series B Redeemable Convertible Preferred Stock      
Non-cash investing and financing activities:      
Conversion of redeemable convertible preferred stock $ 310,484    
[1] Including changes in related party balances of $257.8 million, $0.1 million and $2.0 million for the years ended December 31, 2023, 2022 and 2021, respectively.
[2] Including change in related party balances of $6.9 million for the year ended December 31, 2023. There were no associated related party balances as of December 31, 2022 and 2021.
[3] Including change in related party balances of $0.9 million for the year ended December 31, 2023. There were no associated related party balances as of December 31, 2022 and 2021.
[4] Including change in related party balances of $2.3 million for the year ended December 31, 2023. There were no associated related party balances as of December 31, 2022 and 2021.
[5] Including change in related party balances of $9.1 million for the year ended December 31, 2023. There were no associated related party balances as of December 31, 2022 and 2021.
6 Including change in related party balances of $0.1 million for the year ended December 31, 2023. There were no associated related party balances as of December 31, 2022 and 2021.
[6] Including change in related party balances of $3.4 million for the year ended December 31, 2023. There were no associated related party balances as of December 31, 2022 and 2021.
[7] Including change in related party balances of $8.4 million for the year ended December 31, 2023. There were no associated related party balances as of December 31, 2022 and 2021.
[8] Including proceeds from issuance of debt from related party of $4.6 million for the year ended December 31, 2023. There were no proceeds from issuance of debt from related party for the years ended of December 31, 2022 and 2021.
v3.24.0.1
Consolidated Statements of Cash Flows (Parenthetical) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Increase (decrease) in accounts receivable [1] $ 89,888 $ 162,864 $ (8,608)
Contract assets [2] (5,361) 21,525 21,874
Increase (decrease) in deferred charges [3] (1,655) 24,282 (17,567)
Increase (decrease) in prepaid expense and other assets [4] 5,754 17,590 (1,520)
Increase (decrease) in other noncurrent assets [5] 3,366 2,617 2,854
Accounts payable (29,080) 86,498 13,017
Operating lease right-of-use assets and operating lease liabilities (32,801) 3,016 (12,953)
Accrued expenses and other liabilities [6] (13,785) 43,243 (2,144)
Deferred revenue and customer deposits [7] (42,635) 35,156 (22,677)
Proceeds from issuance of debt [8] 637,127 0 135,989
Related Party      
Increase (decrease) in accounts receivable 257,800 100 2,000
Contract assets 6,900 0 0
Increase (decrease) in deferred charges 900 0 0
Increase (decrease) in prepaid expense and other assets 2,300 0 0
Increase (decrease) in other noncurrent assets 9,100 0 0
Accounts payable 100 0 0
Accrued expenses and other liabilities 3,400 0 0
Deferred revenue and customer deposits 8,400 0 0
Proceeds from issuance of debt $ 4,600 $ 0 $ 0
[1] Including changes in related party balances of $257.8 million, $0.1 million and $2.0 million for the years ended December 31, 2023, 2022 and 2021, respectively.
[2] Including change in related party balances of $6.9 million for the year ended December 31, 2023. There were no associated related party balances as of December 31, 2022 and 2021.
[3] Including change in related party balances of $0.9 million for the year ended December 31, 2023. There were no associated related party balances as of December 31, 2022 and 2021.
[4] Including change in related party balances of $2.3 million for the year ended December 31, 2023. There were no associated related party balances as of December 31, 2022 and 2021.
[5] Including change in related party balances of $9.1 million for the year ended December 31, 2023. There were no associated related party balances as of December 31, 2022 and 2021.
6 Including change in related party balances of $0.1 million for the year ended December 31, 2023. There were no associated related party balances as of December 31, 2022 and 2021.
[6] Including change in related party balances of $3.4 million for the year ended December 31, 2023. There were no associated related party balances as of December 31, 2022 and 2021.
[7] Including change in related party balances of $8.4 million for the year ended December 31, 2023. There were no associated related party balances as of December 31, 2022 and 2021.
[8] Including proceeds from issuance of debt from related party of $4.6 million for the year ended December 31, 2023. There were no proceeds from issuance of debt from related party for the years ended of December 31, 2022 and 2021.
v3.24.0.1
Nature of Business, Liquidity and Basis of Presentation
 12 Months Ended
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Nature of Business, Liquidity and Basis of Presentation Nature of Business, Liquidity and Basis of Presentation
Nature of Business
We design, manufacture, sell and, in certain cases, install solid-oxide fuel cell systems (the “Energy Servers”) for on-site power generation. Our Energy Servers utilize innovative fuel cell technology and provide efficient energy generation with reduced operating costs and lower greenhouse gas emissions as compared to conventional fossil fuel generation. By generating power where it is consumed, our energy producing systems offer increased electrical reliability and improved energy security, while providing a path to energy independence. The corporate headquarters is located in San Jose, California.
Liquidity
We have generally incurred operating losses and negative cash flows from operations since our inception. With the series of new debt offerings, debt extinguishments, and conversions to equity that we completed during 2023, 2022 and 2021, we had $842.0 million and $4.6 million of total outstanding recourse and non-recourse debt, respectively, as of December 31, 2023, which was classified as long-term debt.
On October 23, 2021, we entered into the Securities Purchase Agreement (the “SPA”) with SK ecoplant Co., Ltd. (“SK ecoplant”, formerly known as SK Engineering & Construction Co., Ltd.) in connection with a strategic partnership. Pursuant to the SPA, on December 29, 2021, SK ecoplant purchased 10,000,000 shares of Bloom Energy Series A preferred stock, par value $0.0001 per share (the “Series A RCPS”) at a purchase price of $25.50 per share, for an aggregate purchase price of $255.0 million, including an option to purchase additional Class A common stock.
On August 10, 2022, pursuant to the SPA, SK ecoplant notified us of its intent to exercise its option to purchase additional shares of our Class A common stock, pursuant to a Second Tranche Exercise Notice (as defined in the SPA). It elected to purchase 13,491,701 shares (the “Second Tranche Shares”) at a purchase price of $23.05 per share. The aggregate purchase price approximated cash proceeds to be received by us of $311.0 million, excluding related incremental direct costs.
On March 20, 2023, we entered into the Amended SPA, with SK ecoplant, pursuant to which we issued and sold to SK ecoplant 13,491,701 shares of Series B RCPS for cash proceeds of $311.0 million, excluding issuance cost of $0.5 million. On March 20, 2023, in connection with the Amended SPA, we also entered into the Shareholders’ Loan Agreement with SK ecoplant (the “Loan Agreement”), pursuant to which we were entitled to draw down on a loan from SK ecoplant with a maximum principal amount of $311.0 million, if SK ecoplant sent a redemption notice to us under the Amended SPA or otherwise had reduced any portion of its current holdings of our Class A common stock. On September 23, 2023, all 13,491,701 shares of the Series B redeemable convertible preferred stock, par value $0.0001 per share (the “Series B RCPS”) were automatically converted into shares of our Class A common stock.
On April 11, 2023 and October 5, 2023, our joint venture in the Republic of Korea entered into a three-year $1.5 million and three-year $3.1 million credit agreements with SK ecoplant, respectively, to help fund its working capital. Both loans bear a fixed interest rate of 4.6% payable upon maturity along with the principle.
For more information on the strategic investment with SK ecoplant, please see Note 17 — SK ecoplant Strategic Investment, and for more information about our joint venture in the Republic of Korea, please see Note 11 — Related Party Transactions.
In November 2021, PPA V entered into $136.0 million, 3.04% Senior Secured Notes due June 30, 2031. On August 24, 2023, as part of the PPA V Upgrade, we paid off the outstanding balance and related accrued interest of $118.5 million and $0.5 million, respectively, of our 3.04% Senior Secured Notes due June 30, 2031. For more information, please see Note 10 — Portfolio Financings.
On August 19, 2022, we completed an underwritten public offering (the “Offering”), pursuant to which we issued and sold 13,000,000 shares of Class A common stock at the price of $26.00 per share. As a part of the Offering, the underwriters were provided a 30-day option to purchase an additional 1,950,000 shares of our Class A common stock at the same price, less underwriting discounts and commissions, which was exercised contemporaneously with the Offering. The aggregate net proceeds received by us from the Offering were $371.5 million after deducting underwriting discounts and commissions of $16.5 million and incremental costs directly attributable to the Offering of $0.7 million.
On May 16, 2023, we issued the 3% Green Convertible Senior Notes due June 2028 (the “3% Green Notes”) with an aggregate principal amount of $632.5 million due June 2028, unless earlier repurchased, redeemed or converted, resulting in net cash proceeds of $612.8 million. On June 1, 2023, we used approximately $60.9 million of the net proceeds from this offering to redeem all of the outstanding principal amount of our 10.25% Senior Secured Notes due March 2027. The redemption price equaled 104% of the principal amount redeemed plus accrued and unpaid interest. We also used approximately $54.5 million of the net proceeds from the offering to purchase the Capped Calls. The remaining portion of the 3% Green Notes was planned to be used for working capital investment and general corporate purposes. For more information, please see Note 7 — Outstanding Loans and Security Agreements.
For further information on repayment of 3.04% Senior Secured Notes, issuance of 3% Green Notes, redemption of our 10.25% Senior Secured Notes, and purchase of Capped Calls, please see Note 7 — Outstanding Loans and Security Agreements.
Our future capital requirements depend on many factors, including our rate of revenue growth, the timing and extent of spending on research and development efforts and other business initiatives, the rate of growth in the volume of system builds and the need for additional manufacturing space, the expansion of sales and marketing activities both in domestic and international markets, market acceptance of our products, our ability to secure financing for customer use of our Energy Servers, the timing of installations and of inventory build in anticipation of future sales and installations, and overall economic conditions. In order to support and achieve our future growth plans, we may need or seek advantageously to obtain additional funding through equity or debt financing. Failure to obtain this financing in future quarters may affect our results of operations, including our revenues and cash flows.
In the opinion of management, the combination of our existing cash and cash equivalents and operating cash flows is expected to be sufficient to meet our operational and capital cash flow requirements and other cash flow needs for the next 12 months from the date of issuance of this Annual Report on Form 10-K.
Inflation Reduction Act of 2022
On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (the “IRA”). It contains provisions which we expect will have a significant impact on the development and financing of clean energy projects in the U.S. The IRA includes the extension and expansion of the Investment Tax Credit (the “ITC”) and the Production Tax Credit (the “PTC”) and the addition of expanded tax credits for other technologies and for manufacturing of clean energy equipment as well as terms allowing parties to more easily monetize the tax credits. The IRA also includes some targeted bonus credit incentives intended to encourage development in low-income communities, the use of domestically produced materials, and compliance with certain labor-related requirements.
The IRA contains several credits and incentive provisions that may be relevant to us, which we have summarized below:
•Section 48 – the ITC, which provides a tax credit based on capital investment in a variety of renewable and conventional energy technologies to incentivize investment in new energy resources and more efficient use of fuel, including fuel cell technology;
•Section 48C – Qualified Advanced Energy Project (reenacted), which provides an ITC through a competitive application process administered through the Department of Energy equal to 6% or 30% of the investment with respect to advanced energy projects;
•Section 45V – Clean Hydrogen, which provides a PTC of up to $3 per kg of qualified clean hydrogen over a 10-year credit period for the production of qualified clean hydrogen at a qualified facility in the US; and
•Section 45Q – Carbon Capture Sequestration, which provides a credit ranging from $12-$17 or $60-$85 per metric ton based on the amount of carbon oxides captured from a qualified facility over a 12-year period.
We believe that the programs and credits included in the IRA align well with our business model and could provide significant benefits with respect to incentivizing the purchase of our current product offerings and technologies. In particular, the IRA authorized a competitive process to apply for credits to expand or enhance manufacturing capacity under IRC 48C, and we have applied for a credit under this provision; at this time, we cannot be assured our application will ultimately be accepted or result in our receipt of credits. Also, the new PTC for qualified clean hydrogen and credit for carbon capture could result in increased demand for commercial solutions to hydrogen production technology and carbon capture, including our solid oxide fuel-cell based Electrolyzer and Energy Servers.
At the time of IRA implementation in August 2022, some of our existing contracts contemplated price adjustments at the inception of the contract for the change in the ITC rate to 30%. As a result, we recognized $8.7 million in product revenue and $1.3 million in installation revenue for the year ended December 31, 2022 from such existing contracts, as a change in variable consideration estimate for energy servers placed in service during the eligible periods under the IRA and which qualified for the 30% ITC rate. In fiscal 2023, all of our contract prices included the impact of the 30% ITC rate under the IRA provisions.
The IRA also creates certain bonus tax credits relevant to our products placed in service in fiscal 2023 and fiscal 2024, available by satisfying domestic content criteria and/or other criteria if such products are located within an “energy community,” as defined by the IRA. In fiscal 2023, contracts that included price adjustments related to the domestic content bonus tax credit were evaluated as variable consideration and we estimated variable consideration by using the most likely amount method of meeting the IRA domestic content criteria. When recognizing revenue, we constrained the estimate of variable consideration to an amount that was not probable of a significant revenue reversal.
Basis of Presentation
We have prepared the consolidated financial statements included herein pursuant to the rules and regulations of the U. S. Securities and Exchange Commission (“SEC”), and as permitted by those rules, including all disclosures required by generally accepted accounting principles as applied in the U.S. (“U.S. GAAP”). Certain prior period amounts have been reclassified to conform to the current period presentation.
Principles of Consolidation
These consolidated financial statements reflect our accounts and operations and those of our subsidiaries in which we have a controlling financial interest. We use a qualitative approach in assessing the consolidation requirement for our variable interest entities (“VIEs”), which we refer to as tax equity partnerships (each such VIE, also referred to as our power purchase agreement PPA Entity) and a joint venture in the Republic of Korea (the “Korean JV”). This approach focuses on determining whether we have the power to direct those activities of the PPA Entities and the Korean JV that most significantly affect their economic performance and whether we have the obligation to absorb losses, or the right to receive benefits, which could potentially be significant to the PPA Entities and the Korean JV. For all periods presented, we have determined that we are the primary beneficiary in all of our operational PPA Entities and the Korean JV, as discussed in Note 10 — Portfolio Financings and Note 17 — SK ecoplant Strategic Investment, respectively. We evaluate our relationships with the PPA Entities and the Korean JV on an ongoing basis to ensure that we continue to be the primary beneficiary. In August 2023, we sold our last consolidated PPA Entity, PPA V, as a result of the PPA V Repowering of Energy Servers (see Note 10 — Portfolio Financings). All intercompany transactions and balances have been eliminated upon consolidation.
The sale of an operating company with a portfolio of the PPAs in which we do not have an equity interest is called a “Third-Party PPA.” We have determined that, although these entities are VIEs, we do not have the power to direct those activities of the Third-Party PPAs that most significantly affect their economic performance. We also do not have the obligation to absorb losses, or the right to receive benefits, which could potentially be significant to the Third-Party PPAs. Because we are not the primary beneficiary of these activities, we do not consolidate Third-Party PPAs.
Business Combinations
Acquisitions of a business are accounted by using the acquisition method of accounting. Assets acquired and liabilities assumed, including amounts attributed to noncontrolling interests, are recorded at the acquisition date at their fair values. Assigning fair values requires us to make significant estimates and assumptions regarding the fair value of identifiable intangible assets, property, plant and equipment, deferred tax asset valuation allowances and liabilities, such as uncertain tax positions and contingencies. We may refine these estimates if necessary, over a period not to exceed one year by taking into consideration new information that, if known at the acquisition date, would have affected the fair values ascribed to the assets acquired and liabilities assumed.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. The most significant estimates include the determination of the stand-alone selling price, valuation of financial instruments associated with SK ecoplant Amended SPA, inventory valuation, specifically excess and obsolescence provisions for obsolete or unsellable inventory and, in relation to property, plant and equipment (specifically Energy Servers), assumptions relating to economic useful lives and impairment assessments.
Other accounting estimates include variable consideration relating to product performance guaranties, lease and non-lease components and related financing obligations such as incremental borrowing rates, estimated output, efficiency and residual value of the Energy Servers, product performance warranties and guaranties and extended maintenance, derivative valuations, estimates relating to contractual indemnities provisions, estimates for income taxes and deferred tax asset valuation allowances, stock-based compensation expense, estimates of fair value of preferred stock and equity and non-equity items in relation to the SK ecoplant strategic investment, and financing obligation allocations in managed service transactions. In addition, certain of such estimates could require further judgment or modification and therefore carry a higher degree of variability and volatility. Actual results could differ materially from these estimates under different assumptions and conditions.
Concentration of Risk
Geographic Risk — The majority of our revenue and long-lived assets are attributable to operations in the U.S. for all periods presented. In addition to shipments in the U.S., we also ship our Energy Servers to other countries, primarily to the Republic of Korea, Japan, India and Taiwan (collectively referred to as the “Asia Pacific region”). In the years ended December 31, 2023, 2022 and 2021, total revenue related to shipments to the Asia Pacific region was 30%, 44% and 38%, respectively.
Credit Risk — At December 31, 2023, and 2022, one customer that is our related party (see Note 11 — Related Party Transactions) accounted for approximately 74% and 75% of accounts receivable, respectively. To date, we have not experienced any credit losses.
Customer Risk — During the year ended December 31, 2023, revenue from two customers accounted for approximately 37% and 26% of our total revenue. During the year ended December 31, 2022, two customers represented approximately 38% and 37% of our total revenue. In the year ended December 31, 2021, revenue from two customers accounted for approximately 43% and 11% of our total revenue.
v3.24.0.1
Summary of Significant Accounting Policies
 12 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies Summary of Significant Accounting Policies
Revenue Recognition
We primarily earn product and installation revenue from the sale and installation of our Energy Servers, service revenue by providing services under operations and maintenance services contracts, and electricity revenue by selling electricity to customers under PPAs and Managed Services Agreements. We offer our customers several ways to finance their use of Bloom Energy Servers. Customers, including some of our international channel providers and the Third Party PPAs, may choose to purchase our Energy Servers outright. Customers may also enter into contracts with us for the purchase of electricity generated by our Energy Servers (i.e., Managed Services Agreement), which is then financed through one of our financing partners (i.e., Managed Services Financings). Finally, customers may purchase electricity through our PPA Entities (i.e., Portfolio Financings). For additional information, please see Part I, Item 7, Section Purchase and Financing Options.
Revenue Recognition under ASC 606 Revenue from Contracts with Customers
In applying Accounting Standards Codification (“ASC”) 606 revenue is recognized by following a five-step process:
1.Identify the contract(s) with a customer. Evidence of a contract generally consists of an agreement, or a purchase order issued pursuant to the terms and conditions of a distributor, reseller, purchase, use and maintenance agreement, maintenance services agreements or energy supply agreement.
2.Identify the performance obligations in the contract. Performance obligations are identified in our contracts and primarily include transferring control of the Energy Servers, installation of the Energy Servers, providing maintenance services and maintenance services renewal options which, in certain situations, provide customers with material rights.
3.Determine the transaction price. The purchase price stated in an agreed-upon purchase order or contract is generally representative of the transaction price. When determining the transaction price, we consider the effects of any variable consideration, which include performance guarantees that may be payable to our customers.
4.Allocate the transaction price to the performance obligations in the contract. The transaction price in a contract is allocated based upon the relative standalone selling price of each distinct performance obligation identified in the contract.
5.Recognize revenue when (or as) we satisfy a performance obligation. We satisfy performance obligations either over time or at a point in time as discussed in further detail below. Revenue is recognized at the time the related performance obligation is satisfied by transferring control of the promised products or services to a customer.
We sometimes combine contracts governing the sale and installation of our Energy Servers with the related maintenance services contracts and account for them as a single contract at contract inception to the extent the contracts are with the same customer. These contracts are not combined when the customer for the sale and installation of the Energy Servers is different to the maintenance services contract customer. We also assess whether any contract terms including default provisions, put or call options result in components of our contracts being accounted for as financing or leasing transactions outside of the scope of ASC 606.
Most of our contracts contain performance obligations with a combination of our Energy Servers, installation and maintenance services. For these performance obligations, we allocate the total transaction price to each performance obligation based on the relative standalone selling price. Our maintenance services contracts are typically subject to renewal by customers on an annual basis. We assess these maintenance services renewal options at contract inception to determine whether they provide customers with material rights that give rise to separate performance obligations.
The total transaction price is determined based on the total consideration specified in the contract, including variable consideration in the form of a performance guaranty payment that represents potential amounts payable to customers. The expected value method is generally used when estimating variable consideration, which typically reduces the total transaction price due to the nature of the performance obligations to which the variable consideration relates. These estimates reflect our historical experience and current contractual requirements which cap the maximum amount that may be paid. The expected value method requires judgment and considers multiple factors that may vary over time depending upon the unique facts and circumstances related to each performance obligation. Depending on the facts and circumstances, a change in variable consideration estimate will either be accounted for at the contract level or using the portfolio method.
We exclude from the transaction price all taxes assessed by governmental authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers. Accordingly, such tax amounts are not included as a component of net sales or cost of sales. These tax amounts are recorded in cost of electricity revenue, cost of service revenue, and general and administrative operating expenses.
We allocate the transaction price to each distinct performance obligation based on relative standalone selling prices. Given that we typically sell our Energy Servers together with the related installation and maintenance services, standalone selling prices are not directly observable. We estimate standalone selling prices by using a cost-plus approach. Costs relating to the Energy Servers include all direct and indirect manufacturing costs, applicable overhead costs and costs for normal production inefficiencies (i.e., variances). We then apply a margin to the Energy Servers based on our Company’s pricing strategy. As our business offerings and eligibility for the ITC evolve over time, we may be required to modify the expected margin in subsequent periods and our revenue could be materially affected. Costs relating to installation include all direct and indirect installation costs. The margin we apply reflects our profit objectives relating to installation. Costs for maintenance services arrangements are estimated over the life of the maintenance contracts and include estimated future material costs and non-material costs. Material costs over the period of the service arrangement are impacted significantly by the longevity of the fuel cells themselves. We apply a lower margin to our total service costs than to our Energy Servers as it best reflects our long-term service margin expectations and comparable historical industry service margins.
We generally recognize product and installation revenue at a point in time that our customers obtain control of the Energy Servers. For certain instances, control of the installations is transferred to the customers over time, and the related revenue is recognized over time as the performance obligation is satisfied using the cost-to-cost (percentage-of-completion) method. We use an input measure of progress to determine the amount of revenue to be recognized during each reporting period. We recognize maintenance services revenue, including revenue associated with any related customer material rights, over time as we perform service maintenance activities.
Amounts billed to our customers for shipping and handling activities are considered contract fulfillment activities and not a separate performance obligation of the contract. Shipping and handling costs are recorded within the cost of revenue.
The following is a description of the principal activities from which we generate revenue. Our four revenue streams are classified as follows:
Product Revenue — All of our product revenue is generated from the sale of our Energy Servers to direct purchase customers, including financing partners on the Third-Party PPAs and sale-and-leaseback transactions, and international channel
providers. We generally recognize product revenue from contracts with customers at the point that control is transferred to the customers. This occurs when we achieve customer acceptance, which depending on the contract terms is when the system is shipped and delivered to our customers, when the system is shipped and delivered and is physically ready for startup and commissioning (i.e., Mechanical Completion), or when the system is shipped and delivered and is turned on and producing power (i.e., Commencement of Operations or “COO”).
Under our traditional lease financing option that we had in fiscal 2021, we sell our Energy Servers through a direct sale to a financing partner who, in turn, leases the Energy Servers to the customer under a lease agreement. With our sales to our international channel providers, our international channel providers typically sell the Energy Servers to, or sometimes provide a PPA to, an end customer. In both traditional lease and international channel providers transactions, we contract directly with the end customer to provide extended maintenance services after the end of the standard warranty period. As a result, since the customer that purchases the server is a different and unrelated party to the customer that purchases extended warranty services, the product and maintenance services contract are not combined.
Installation Revenue — Nearly all of our installation revenue relates to the installation of the Energy Servers sold to the customers as part of a direct purchase and to financing parties as part of a traditional lease or Portfolio Financings. Generally, we recognize installation revenue when the system is physically ready for startup and commissioning (i.e., Mechanical Completion), or when the system is turned on and producing power (i.e., COO). For instances when control for installation services is transferred over time, we use an input measure of progress to determine the amount of revenue to recognize during each reporting period based on the costs incurred to satisfy the performance obligation.
Payments received from customers are recorded within deferred revenue and customer deposits in the consolidated balance sheets until control is transferred. The related cost of such product and installation is also deferred as a component of deferred cost of revenue in the consolidated balance sheets until control is transferred.
Service Revenue — Service revenue is generated from O&M Agreements. As part of our initial contract with customers for the sale and installation of our Energy Servers, we typically provide a standard one-year warranty which covers defects in materials and workmanship and manufacturing or performance conditions under normal use and service for the first year following Commencement of Operations. As part of this standard first-year warranty, we also monitor the operations of the underlying systems and provide output and efficiency guaranties. We have determined that this standard first-year warranty is a distinct performance obligation — being a promise to stand-ready to maintain the Energy Servers when and if required during the first year following installation. We also sell to our customers extended annual maintenance services that effectively extend the standard first-year warranty coverage at the customer’s option. These customers generally have an option to renew or cancel the extended maintenance services on an annual basis and nearly every customer has renewed historically. Similar to the standard first-year warranty, the optional extended annual maintenance services are considered a distinct performance obligation – being a promise to stand-ready to maintain the Energy Servers when and if required during the renewal service year.
Given our customers’ renewal history, we anticipate that most of them will continue to renew their maintenance services agreements each year for the period of their expected use of the Energy Servers. The contractual renewal price may be less than the standalone selling price of the maintenance services and consequently the contract renewal option may provide the customer with a material right. We estimate the standalone selling price for customer renewal options that give rise to material rights using the practical alternative by reference to optional maintenance services renewal periods expected to be provided and the corresponding expected consideration for these services. This reflects the fact that our additional performance obligations in any contractual renewal period are consistent with the services provided under the standard first-year warranty. Where we have determined that the customers have material rights as a result of their contract renewal option, we recognize that portion of the transaction price allocated to the material rights over the period in which such rights are exercised.
Payments from customers for the extended maintenance contracts are generally received at the beginning of each service year. Accordingly, the customer payment received is recorded as a customer deposit and revenue is recognized over the related service period as the services are performed.
Electricity Revenue — We sell electricity produced by our Energy Servers owned directly by us or by our consolidated PPA Entities. Our PPA Entities purchased the Energy Servers from us and sold electricity produced by these systems to customers through long-term PPAs. Customers were required to purchase all of the electricity produced by those Energy Servers at agreed-upon rates over the course of the PPAs’ contractual term. In August 2023, we sold our last consolidated PPA Entity, PPA V.
In addition, in certain Managed Services Financings pursuant to which we are party to a Managed Services Agreement with a customer in a sale-leaseback-sublease arrangement, we may recognize electricity revenue. We first determine whether the Energy Servers under the sale-leaseback arrangement of a Managed Services Financing were “integral equipment.” As the Energy Servers were determined not to be integral equipment, we determined if the leaseback was classified as a financing lease or an operating lease.
During 2023, 2022, and the second half of fiscal 2021, we completed several successful sale-and-leaseback transactions in which we transferred control of the Energy Server to the financier and leased it back as an operating lease to provide electricity to the end customer.
In order for the transaction to meet the criteria for successful sale-leaseback accounting, control of the Energy Servers must transfer to the financier, which requires, among other criteria, the leaseback to meet the criteria for an operating lease in accordance with ASC 842, Leases (“ASC 842”). Accordingly, for such transactions where control transfers and the leaseback is classified as an operating lease, the proceeds from the sale to the financier are recognized as revenue based on the fair value of the Energy Servers sold and are allocated between product revenue and installation revenue based on the relative standalone selling prices.
We recognize an operating lease liability for the Energy Servers leaseback obligation based on the present value of the future payments to the financier that are attributed to the Energy Servers leaseback using our incremental borrowing rate. We also record an operating lease right-of-use asset, which is amortized over the term of the leaseback, and is included as a cost of electricity revenue on the consolidated statements of operations.
For certain sale-and-leaseback transactions, we receive proceeds from the financier in excess of the fair value of the Energy Servers in order to finance our ongoing costs associated with the operation of the Energy Servers during the term of the end customer agreement to provide electricity. Such proceeds are recognized as financing obligations.
We allocate payments we are obligated to make under the leaseback agreement with the financier between the lease liability and the financing obligation based on the proportion of the financing obligation to the total proceeds to be received.
We recognize revenue from the satisfaction of performance obligations under our PPAs and Managed Services Financings to provide electricity to our end customers as the electricity is provided over the term of the agreement in the amount invoiced, which reflects the amount of consideration to which we have the right to invoice, and which corresponds to the value transferred under such arrangements.
Modifications
Contract modifications are accounted for as separate contracts if the additional products and services are distinct and priced at standalone selling prices. If the additional products and services are distinct, but not priced at standalone selling prices, the modification is treated as a termination of the existing contract and the creation of a new contract. If the additional products and services are not distinct within the context of the contract, the modification is combined with the original contract and either an increase or decrease in revenue is recognized on the modification date.
Deferred Revenue
We recognize a contract liability (referred to as deferred revenue in our consolidated financial statements) when we have an obligation to transfer products or services to a customer in advance of us satisfying a performance obligation and the contract liability is reduced as performance obligations are satisfied and revenue is recognized. The related cost of such product is deferred as a component of deferred cost of revenue in the consolidated balance sheets. Prior to shipment of the product or the commencement of performance of maintenance services, any prepayment made by the customer is recorded as a customer deposit. Deferred revenue related to material rights for options to renew are recognized in revenue over the maintenance services period.
A description of the principal activities from which we recognize cost of revenues associated with each of our revenue streams are classified as follows:
Cost of Product Revenue — Cost of product revenue consists of costs of our Energy Servers that we sell to direct purchase, including financing partners on the Third-Party PPAs, international channel providers and traditional lease customers. It includes costs paid to our materials suppliers, direct labor, manufacturing and other overhead costs, shipping costs, provisions for excess and obsolete inventory and the depreciation costs of our equipment. For the Energy Servers sold to customers
pending installation, we provide warranty reserves as a part of product costs for the period from transfer of control of the Energy Servers to Commencement of Operations.
Cost of Installation Revenue — Cost of installation revenue primarily consists of the costs to install our Energy Servers that we sell to direct purchase, including financing partners on the Third-Party PPAs and traditional lease and successful sale-leaseback customers. It includes the cost of materials and service providers, personnel costs, shipping costs and allocated costs.
Cost of Service Revenue — Cost of service revenue consists of costs incurred under maintenance service contracts for all customers. It includes the cost of field replacement units, personnel costs for our customer support organization, certain allocated costs, and extended maintenance-related product repair and replacement costs.
Cost of Electricity Revenue — Cost of electricity revenue primarily consists of the depreciation of the cost of the Energy Servers owned by us or the consolidated PPA Entities. The cost of electricity revenue is generally recognized over the term of the Managed Services Agreement or customer’s PPA contract. In August 2023, we sold our last consolidated PPA Entity, PPA V.
Revenue Recognized from Portfolio Financings Through the PPA Entities (See Note 10 — Portfolio Financings)
In 2010, we began selling our Energy Servers to tax equity partnerships in which we held an equity interest as a managing member, or a PPA Entity. The investors in a PPA Entity contribute cash to the PPA Entity in exchange for an equity interest, which then allows the PPA Entity to purchase the Operating Company and the Energy Servers.
The cash contributions held are classified as short-term or long-term restricted cash according to the terms of each PPA Entity’s governing documents. As we identified customers, the Operating Company entered into a PPA with the customer pursuant to which the customer agreed to purchase the power generated by one or more Energy Servers at a specified rate per kilowatt hour for a specified term, which can range from 10 to 21 years. The Operating Company, wholly owned by the PPA Entity, typically entered into a maintenance services agreement with us following the first year of service to extend the standard one-year performance warranties and guaranties. This intercompany arrangement is eliminated on consolidation. Those PPAs that qualify as leases are classified as either sales-type leases or operating leases and those that do not qualify as leases are classified as tariff agreements or revenue arrangements with customers. For arrangements classified as operating leases, tariff agreements, or revenue arrangements with customers, income is recognized as contractual amounts are due when the electricity is generated and presented within electricity revenue on the consolidated statements of operations.
In August 2023, we sold our last consolidated PPA Entity, PPA V. Please refer to Note 10 — Portfolio Financings for details.
Sales-type Leases — Certain Portfolio Financings with the PPA Entities entered into prior to our adoption of ASC 842 qualified as sales-type leases in accordance with ASC 840, Leases (“ASC 840”). The classification for such arrangements were carried over and accounted for as sales-type leases under ASC 842.
As the Portfolio Financings through the PPA Entities entered into prior to our adoption of ASC 842 contain a lease, the consideration received was allocated between the lease elements (lease of property and related executory costs) and non-lease elements (other products and services, excluding any derivatives) based on relative fair value. Lease elements included the leased system and the related executory costs (i.e. installation of the system, electricity generated by the system, maintenance costs). Non-lease elements included service, fuel and interest related to the leased systems.
Service revenue was recognized over the term of the PPA as electricity was generated. For those transactions that contained a lease, the interest component related to the leased system was recognized as interest revenue over the life of the lease term. The customer had the option to purchase the Energy Servers at the then fair market value at the end of the PPA contract term.
In fiscal 2022 we sold PPA IIIa, as such we no longer have sale-type lease arrangements. Please refer to Note 10 — Portfolio Financings for details.
Service revenue related to sales-type leases of $0.4 million and $2.3 million for the years ended December 31, 2022 and 2021, respectively, is included in service revenue in the consolidated statements of operations. There was no service revenue related to sales-type leases for the year ended December 31, 2023. We have not entered into any new Portfolio Financing arrangements through the PPA Entities during the last three years.
Operating Leases — Certain Portfolio Financings with the PPA Entities entered into prior to the adoption of ASC 842 that were deemed leases in substance but did not meet the criteria of sales-type leases or direct financing leases in accordance with ASC 840, were accounted for as operating leases. The classification for such arrangements were carried over and accounted for as operating leases under ASC 842. Revenue under these arrangements was recognized as electricity sales and service revenue and was provided to the customer at rates specified under the PPAs. During the years ended December 31, 2023, 2022 and 2021, revenue from electricity sales from these Portfolio Financings with the PPA Entities amounted to $14.3 million, $25.9 million and $28.6 million, respectively. During the years ended December 31, 2023, 2022 and 2021, service revenue amounted to $3.1 million, $13.1 million and $14.6 million, respectively.
Investment Tax Credits — Under our Portfolio Financings with PPA Entities, ITCs were primarily passed through to Equity Investors with approximately 1% to 10% of incentives received by us. These incentives were accounted for by using the flow-through method.
The ITC program has operational criteria for the first five years after the qualified equipment is placed in service. If the qualified energy property is disposed of or otherwise ceases to be investment credit property before the close of the five-year recapture period is fulfilled, it could result in a partial reduction of the federal tax incentives. No recapture has occurred during the years ended December 31, 2023, 2022 and 2021.
In August 2022, the IRA was signed into law. The IRA includes numerous investments in climate protection, among them the extension and expansion of the ITC and the PTC, the addition of expanded tax credits for other technologies and for manufacturing clean energy equipment, as well as terms allowing parties to more easily monetize the tax credits. The IRA contains a two-tiered credit-amount structure for many applicable tax credits. Specifically, many of the credits have a lower base credit amount that can be increased up to five times if the taxpayer can satisfy applicable prevailing wage or apprenticeship requirements. The IRA also creates certain bonus tax credit amounts relevant to Bloom products placed in service in 2023 and 2024, available by satisfying domestic content criteria and/or locating within an “energy community,” as defined by the IRA. The IRA also creates tax credits for the production of hydrogen and carbon capture.
On August 16, 2022, the IRA enacted provisions to enable our Energy Servers to be qualified for 30% or more ITCs. If a contract consideration subject to changes due to the underlying ITC rate assumption changes, we will consider such potential ITC benefit changes as a variable consideration and will generally estimate the variable consideration by using the most likely amount method. When recognizing revenue, we will constrain the estimate of variable consideration to an amount that is not probable of a significant revenue reversal.
Recapture of Federal Tax Incentives, Including the ITC
Our Energy Servers are eligible for federal ITCs that accrued to qualified property under Internal Revenue Code Section 48 when placed into service. However, the ITC program has operational criteria that extend for five years. If the energy property is disposed of or otherwise ceases to be qualified investment credit property before the close of the five-year recapture period is fulfilled, it could result in a partial reduction of the ITC. Our sale of Energy Servers to the PPA Entities and pursuant to the Third-Party PPAs, in each case pursuant to Portfolio Financings, generates ITCs benefiting the third-party owners of the PPA Entities or tax equity partnerships (the tax equity partnership purchaser, an “Investment Company”) and, therefore, the third-party owners of the PPA Entities or Investment Companies, as the case may be, bear the risk of recapture if the assets placed in service do not meet the ITC operational criteria in the future.
Warranty Costs
We generally warrant our products sold to our customers, international channel providers, and financing parties for the first year following the date of acceptance of the Energy Servers. This standard warranty covers defects in materials, workmanship and manufacturing or performance conditions under normal use and service conditions for the first year following acceptance or for the optional extended annual maintenance services period.
We recognize warranty costs for those contracts that are considered to be assurance-type warranties and consequently do not give rise to performance obligations or for those maintenance service contracts that were previously in the scope of ASC 605-20-25, Separately Priced Extended Warranty and Product Maintenance Contracts.
In addition, as part of our standard one-year warranty and Managed Services Agreement obligations, we monitor the operations of the underlying systems and provide output and efficiency guaranties (collectively “product performance guaranties”). If the Energy Servers run at a lower efficiency or power output than we committed under our performance warranty or guaranty, we will reimburse the customer for this underperformance. Our performance obligation includes ensuring
the Energy Servers operate at least at the efficiency and/or power output levels set forth in the customer agreement. Our aggregate reimbursement obligation for a performance guaranty for each customer is capped based on the purchase price of the underlying Energy Servers. Product performance guaranty payments are accounted for as a reduction in service revenue. We accrue for performance guaranties based on the estimated amounts reimbursable at each reporting period and recognize the costs as a reduction to revenue.
Shipping and Handling Costs
We record costs related to shipping and handling in cost of product revenue, cost of installation revenue and cost of service as they are incurred.
Sales and Utility Taxes
We recognize revenue on a net basis for taxes charged to our customers and collected on behalf of the taxing authorities.
Operating Expenses
Advertising and Promotion Costs — Expenses related to advertising and promotion of products are charged to sales and marketing expense as incurred. We did not incur any material advertising or promotion expenses during the years ended December 31, 2023, 2022 and 2021.
Research and Development — We conduct internally funded research and development activities to improve anticipated product performance and reduce product life-cycle costs. Research and development costs are expensed as incurred and include salaries and expenses related to employees conducting research and development and other costs.
Stock-Based Compensation — We account for stock options, restricted stock units (“RSUs”) and performance-based stock units (“PSUs”) awarded to employees and non-employee directors under the provisions of ASC 718, Compensation – Stock Compensation (“ASC 718”).
Stock-based compensation costs for options are measured using the Black-Scholes valuation model. The Black-Scholes valuation model uses as inputs the fair value of our common stock and assumptions we make for the volatility of our common stock, the expected term of the award, the risk-free interest rate for a period that approximates the expected term of the stock options and the expected dividend yield. In developing estimates used to calculate assumptions, we established the expected term for employee options as well as expected forfeiture rates based on the historical settlement experience and after giving consideration to vesting schedules. For options with a vesting condition tied to the attainment of service and market conditions, stock-based compensation costs are recognized using Monte Carlo simulations. Stock-based compensation costs are recorded net of estimated forfeitures such that expense is recorded only for those stock-based awards that are expected to vest. We typically record stock-based compensation costs for options under the straight-line attribution method over the requisite service period, which is generally the vesting term, which is generally four years for options.
Stock-based compensation costs for RSUs and PSUs are measured based on the fair value of the underlying shares on the date of grant. We recognize the compensation cost for RSUs using a straight-line basis over the requisite service period of the RSUs, which is generally three to four years. We recognize the compensation cost for PSUs over the expected performance period using the graded vesting method as the achievement of the milestones become probable, which is generally one to three years.
We also use the Black-Scholes valuation model to estimate the fair value of stock purchase rights under the Bloom Energy Corporation 2018 Employee Stock Purchase Plan (the “2018 ESPP”). The fair value of the 2018 ESPP purchase rights is recognized as an expense under the multiple options approach. Forfeitures are estimated at the time of grant and revised in subsequent periods, if necessary, if actual forfeitures differ from initial estimates.
Stock issued to grantees in our stock-based compensation is from authorized and previously unissued shares. Stock-based compensation costs are recorded in the consolidated statements of operations based on the employees’ respective functions. Stock-based compensation costs directly associated with the product manufacturing operations process are capitalized into inventory and expensed when the capitalized asset is used in the normal course of the sales or services process.
We record deferred tax assets for awards that result in deductions on our income tax returns, unless we cannot realize the deduction (i.e., we are in a net operating loss position), based on the amount of compensation cost recognized and our statutory tax rate.
Refer to Note 9 — Stock-Based Compensation and Employee Benefit Plans for further discussion of our stock-based compensation arrangements.
Income Taxes
We account for income taxes using the liability method under ASC 740, Income Taxes (“ASC 740”). Under this method, deferred tax assets and liabilities are determined based on net operating loss carryforwards, research and development credit carryforwards and temporary differences resulting from the different treatment of items for tax and financial reporting purposes. Deferred items are measured using the enacted tax rates and laws that are expected to be in effect when the differences reverse. Additionally, we must assess the likelihood that deferred tax assets will be recovered as deductions from future taxable income. We have provided a full valuation allowance on our domestic deferred tax assets because we believe it is more likely than not that our deferred tax assets will not be realized.
We follow the accounting guidance in ASC 740, which requires a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. We record a liability for the difference between the benefit recognized and measured pursuant to ASC 740-10 and the tax position taken or expected to be taken on our tax return. To the extent that the assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. We established reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves are established when we believe that certain positions might be challenged despite our belief that the tax return positions are fully supportable. The reserves are adjusted in light of changing facts and circumstances such as the outcome of a tax audit. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate. We recognize interest and penalties related to unrecognized tax benefits in income tax expense.
Refer to Note 15 — Income Taxes for further discussion of our income tax expense.
Comprehensive Loss
Our comprehensive loss is comprised of net loss attributable to common stockholders, change in derivative instruments designated and qualifying as cash flow hedges, foreign currency translation adjustment and comprehensive loss attributable to noncontrolling interest and redeemable noncontrolling interest.
Fair Value Measurement
ASC 820, Fair Value Measurement (“ASC 820”), defines fair value, establishes a framework for measuring fair value under U.S. GAAP and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principle or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The guidance describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value:
Level 1Quoted prices in active markets for identical assets or liabilities. Financial assets utilizing Level 1 inputs typically include money market securities and U.S. Treasury securities.
Level 2
Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. There were neither financial assets, nor financial liabilities as of December 31, 2023 and 2022 utilizing Level 2 inputs.
Level 3Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Financial liabilities utilizing Level 3 inputs include contract embedded derivatives. Their valuations are performed using a Monte Carlo simulation model which considers various potential electricity price curves over the sales contract terms.
Other Balance Sheet Components
Cash, Cash Equivalents, and Restricted Cash — Cash equivalents consist of highly liquid short-term investments with maturities of 90 days or less at the date of purchase.
Restricted cash is held as collateral to provide financial assurance that we will fulfill obligations and commitments primarily related to our Portfolio Financings, the Third-Party PPAs and Managed Services Agreements. Restricted cash also includes debt service reserves, maintenance service reserves and facility lease agreements. Restricted cash that is expected to be used within one year of the balance sheet date is classified as a current asset, whereas restricted cash expected to be used more than one year from the balance sheet date is classified as a non-current asset.
Derivatives — We account for our derivative instruments as either an asset or a liability which are carried at fair value on the consolidated balance sheets. Changes in the fair value of the derivatives that are designated and qualify as cash flow hedges are recorded in accumulated other comprehensive loss on the consolidated statements of comprehensive loss. Changes in fair value of those derivatives that no longer qualify as cash flow hedges or are derivatives that do not qualify for hedge accounting are recorded through earnings in the consolidated statements of operations.
Accounts Receivable — Accounts receivable primarily represents trade receivables from sales to customers recorded at amortized cost less allowance for credit losses. The allowance for credit losses reflects our best estimate about future losses over the contractual life of outstanding accounts receivable taking into consideration historical experience, specific allowances for known troubled accounts, other currently available information including customer financial condition, and both current and forecasted economic conditions.
Inventories — Inventories consist principally of raw materials, work-in-process and finished goods and are stated on a first-in, first-out basis at a lower of cost or net realizable value. We record inventory excess and obsolescence provisions for estimated obsolete or unsellable inventory, equal to the difference between the cost of inventory and estimated net realizable value based upon assumptions about market conditions and future demand for product generally expected to be utilized over the next 12 to 24 months, including product needed to fulfill our warranty obligations. If actual future demand for our products is less than currently forecasted, additional inventory provisions may be required. Once a provision is recorded, it is maintained until the product to which it relates is sold or otherwise disposed.
Property, Plant and Equipment — Property, plant and equipment, including leasehold improvements, are stated at cost less accumulated depreciation. The Energy Servers are depreciated to their residual values over their useful economic lives which reflect consideration of the terms of their related PPA and tariff agreements. These useful lives are reassessed when there is an expected change in the use of the Energy Servers. Leasehold improvements are depreciated over the shorter of the lease term or their estimated depreciable lives. Buildings are amortized over the shorter of the lease or property term or their estimated depreciable lives. Assets under construction are capitalized as costs are incurred and depreciation commences after the assets are put into service within their respective asset class.
Depreciation is calculated using the straight-line method over the estimated depreciable lives of the respective assets as follows:
Depreciable Lives
Energy Servers
15-21 years
Computers, software and hardware
3-5 years
Machinery and equipment
5-10 years
Furniture and fixtures
3-5 years
Leasehold improvements
1-10 years
Buildings*
* Lesser of 35 years or the term of the underlying land lease.
When assets are retired or disposed of, the assets and related accumulated depreciation and amortization are removed from our consolidated financial statements and the resulting gain or loss is reflected in the consolidated statements of operations.
Impairment of Long-Lived Assets — Our long-lived assets include property, plant and equipment and the Energy Servers capitalized in connection with our Managed Services Financing Program, Portfolio Financings and other similar arrangements. The carrying amounts of our long-lived assets are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful life is shorter than originally estimated. Impairment charges for the year ended December 31, 2023, amounted to $123.7 million related to the PPA
V Upgrade. Impairment charges for the year ended December 31, 2022, amounted to $44.8 million and $64.0 million related to the PPA IIIa Upgrade and the PPA IV Upgrade, respectively (see Note 10 — Portfolio Financings). We did not have impairment charges for the year ended December 31, 2021.
Allocation of Profits and Losses of Consolidated Entities to Noncontrolling Interests — We generally allocate profits and losses to noncontrolling interests under the hypothetical liquidation at book value (“HLBV”) method. The determination of equity in earnings under the HLBV method requires management to determine how proceeds, upon a hypothetical liquidation of the entity at book value, would be allocated between our investors. The noncontrolling interest balance is presented as a component of permanent equity in the consolidated balance sheets.
For income tax purposes, the Equity Investors of the PPA Entities receive a greater proportion of the share of losses and other income tax benefits. This includes the allocation of investment tax credits which are distributed to the Equity Investors through an Investment Company subsidiary of Bloom. Allocations are initially based on the terms specified in each respective partnership agreement until either a specific date or the Equity Investors’ targeted rate of return specified in the partnership agreement is met (the “flip” of the flip structure) whereupon the allocations change. In some cases, after the Equity Investors receive their contractual rate of return, we receive substantially all of the remaining value attributable to the long-term recurring customer payments and the other incentives. In August 2023, we sold our last consolidated PPA Entity being our VIE, PPA V, as a result of the PPA V Repowering of the Energy Servers (see Note 10 — Portfolio Financings). As of December 31, 2023 we had one VIE which we consolidate, Korean JV, which profit and loss are allocated to noncontrolling interests under the HLBV method.
Foreign Currency Considerations
Items included in the financial statements of each of the Company’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The functional currency of the Company’s parent entity is the U.S. dollar.
The functional currencies of our foreign subsidiaries are local currencies. The functional currency of our joint venture in the Republic of Korea is the local currency, the South Korean won (“KRW”), since the joint venture is financially independent of its U.S. parent and the KRW is the currency in which the joint venture generates and expends cash. The assets and liabilities of these entities are translated at the rate of exchange at the balance sheet date. Revenue and expenses are translated at the weighted average rate of exchange during the period. For these entities, translation adjustments resulting from the process of translating the local currency financial statements into the U.S. dollars are included in other comprehensive loss. Translation adjustments attributable to noncontrolling interests are allocated to and reported as part of the noncontrolling interests in the consolidated financial statements.
Transactions made in a currency other than the functional currency are remeasured to the functional currency at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are remeasured to the functional currency at the exchange rate at that date and non-monetary assets and liabilities are measured at historical rates. Foreign currency transaction gains and losses are included as a component of other (expense) income, net in our consolidated statements of operations.
The reporting currency for these consolidated financial statements is the U.S. dollar.
Accounting Guidance Not Yet Adopted
In August 2023, the FASB issued ASU 2023-05, Business Combinations — Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement (“ASU 2023-05”), which addresses the accounting for contributions made to a joint venture. ASU 2023-05 requires joint ventures to measure all assets and liabilities upon formation at fair value. This guidance will be applied prospectively to all joint venture formations with a formation date on or after January 1, 2025. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within the segment measure of profit or loss. This guidance will be applied retrospectively and is effective for annual reporting periods in fiscal years beginning after December 15, 2023, and interim reporting periods in fiscal years beginning after December 31, 2024. We are currently evaluating the potential impact, but we do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 addresses investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This guidance will be applied on a prospective basis and is effective for annual reporting periods in fiscal years beginning after December 15, 2024. Retrospective application is permitted. We are currently evaluating the potential impact, but we do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
Recent Accounting Pronouncements
Contract Assets and Contract Liabilities Acquired in a Business Combination — In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”), which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, as if it had originated the contracts. This approach differs from the previous requirement to measure contract assets and contract liabilities acquired in a business combination at fair value. ASU 2021-08 became effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2022. The standard does not impact acquired contract assets or liabilities from business combinations occurring prior to the adoption date.
There have been no significant changes in our reported financial position or results of operations and cash flows resulting from the adoption of new accounting pronouncements.
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Revenue Recognition
 12 Months Ended
Dec. 31, 2023
Revenue from Contract with Customer [Abstract]  
Revenue Recognition Revenue Recognition
Contract Balances
The following table provides information about accounts receivables, contract assets, customer deposits and deferred revenue from contracts with customers (in thousands):
December 31,
 20232022
Accounts receivable$340,740 $250,995 
Contract assets41,366 46,727 
Customer deposits75,734 121,085 
Deferred revenue 72,328 94,355 
Contract assets relate to contracts for which revenue is recognized upon transfer of control of performance obligations, but where billing milestones have not been reached. Customer deposits and deferred revenue include payments received from customers or invoiced amounts prior to transfer of controls of performance obligations. At December 31, 2022, customer deposits included $24.6 million related to transactions with SK ecoplant, and refundable fees received from customers. At December 31, 2023, there were no customer deposits related to transactions with SK ecoplant (see Note 17 — SK ecoplant Strategic Investment).
Contract assets and contract liabilities are reported in a net position on an individual contract basis at the end of each reporting period. Contract assets are classified as current in the consolidated balance sheets when both the milestones other than the passage of time, are expected to be complete and the customer is invoiced within one year of the balance sheet date, and as long-term when both the above-mentioned milestones are expected to be complete, and the customer is invoiced more than one year out from the balance sheet date. Contract liabilities are classified as current in the consolidated balance sheets when the revenue recognition associated with the related customer payments and invoicing is expected to occur within one year of the balance sheet date and as long-term when the revenue recognition associated with the related customer payments and invoicing is expected to occur in more than one year from the balance sheet date.
Contract Assets
Years Ended
December 31,
20232022
Beginning balance$46,727 $25,201 
Transferred to accounts receivable from contract assets recognized at the beginning of the period(41,064)(20,250)
Revenue recognized and not billed as of the end of the period35,703 41,776 
Ending balance$41,366 $46,727 
Contract assets as of December 31, 2023 were primarily related to the PPA V Upgrade. For additional information, please see Note 10 — Portfolio Financings.
Deferred Revenue
Deferred revenue activity during the years ended December 31, 2023 and 2022 consisted of the following (in thousands):
Years Ended
December 31,
20232022
Beginning balance$94,355 $115,476 
Additions1,014,175 1,001,404 
Revenue recognized(1,036,202)(1,022,525)
Ending balance$72,328 $94,355 
Deferred revenue is equivalent to the total transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied, as of the end of the period. The primary component of deferred revenue at the end of the period consists of performance obligations relating to the provision of maintenance services under current contracts and future renewal periods. Some of these obligations provide customers with material rights over a period that we estimate to be largely commensurate with the period of their expected use of the associated Energy Servers. As a result, we expect to recognize these amounts as revenue over a period of up to 21 years, predominantly on a relative standalone selling price basis that reflects the cost of providing these services. Deferred revenue also includes performance obligations relating to product acceptance and installation. A significant amount of this deferred revenue is reflected as additions and revenue recognized in the same 12-month period, and a portion of this deferred revenue is expected to be recognized beyond this 12-month period mainly due to deployment schedules.
We do not disclose the value of the unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.
Disaggregated Revenue
We disaggregate revenue from contracts with customers into four revenue categories: product, installation, service and electricity (in thousands):
Years Ended
December 31,
202320222021
Revenue from contracts with customers:
Product revenue$975,245 $880,664 $663,512 
Installation revenue92,796 92,120 96,059 
Service revenue
183,065 150,954 144,184 
Electricity revenue17,676 11,608 3,103 
Total revenue from contracts with customers
1,268,782 1,135,346 906,858 
Revenue from contracts that contain leases:
Electricity revenue64,688 63,779 65,318 
Total revenue$1,333,470 $1,199,125 $972,176 
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Financial Instruments
 12 Months Ended
Dec. 31, 2023
Cash and Cash Equivalents [Abstract]  
Financial Instruments Financial Instruments
Cash, Cash Equivalents, and Restricted Cash
The carrying values of cash, cash equivalents, and restricted cash approximate fair values and were as follows (in thousands):
December 31,
 20232022
As Held:
Cash$144,102 $226,463 
Money market funds601,076 291,903 
$745,178 $518,366 
As Reported:
Cash and cash equivalents$664,593 $348,498 
Restricted cash80,585 169,868 
$745,178 $518,366 
Restricted cash consisted of the following (in thousands):
December 31,
 20232022
Current:  
Restricted cash$46,821 $50,965 
Restricted cash related to PPA V1
— 550 
46,821 51,515 
Non-current:
Restricted cash33,764 110,353 
Restricted cash related to PPA V1
— 8,000 
33,764 118,353 
$80,585 $169,868 
1 As of December 31, 2022, we had a variable interest entity (“VIE”) related to our PPA Entity, PPA V, which represented a portion of the consolidated balances recorded within the “restricted cash” and other financial statement line items in the consolidated balance sheets (see Note 10 — Portfolio Financings). In August 2023, we sold the PPA V as a result of the PPA V Repowering of the Energy Servers (see Note 10 — Portfolio Financings), and as such there were no balances related to PPA V in the consolidated balance sheets as of December 31, 2023. In addition, the restricted cash held in the PPA II and PPA IIIb entities as of December 31, 2023 included $32.2 million and $0.9 million of current restricted cash, respectively, and $8.2 million and $6.7 million of non-current restricted cash, respectively. The restricted cash held in the PPA II and PPA IIIb entities as of December 31, 2022, included $40.6 million and $1.2 million of current restricted cash, respectively, and $28.5 million and $6.7 million of non-current restricted cash, respectively. These entities are not considered VIEs.
Factoring Arrangements
We sell certain customer trade receivables on a non-recourse basis under factoring arrangements with certain financial institutions. These transactions are accounted for as sales and cash proceeds are included in cash used in operating activities. We derecognized $291.4 million, $283.3 million and $116.3 million of accounts receivable during the years ended December 31, 2023, 2022 and 2021, respectively.
The cost of factoring such accounts receivable on our consolidated statements of operations for the years ended December 31, 2023 and 2022 was $5.5 million and $4.0 million, respectively. The cost of factoring such accounts receivable on our consolidated statements of operations for the year ended December 31, 2021 was not material. The cost of factoring is recorded in general and administrative expenses.
v3.24.0.1
Fair Value
 12 Months Ended
Dec. 31, 2023
Fair Value Disclosures [Abstract]  
Fair Value Fair Value
Our accounting policy for the fair value measurement of cash equivalents is described in Note 2 — Summary of Significant Accounting Policies.
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
The tables below set forth, by level, our financial assets that are accounted for at fair value for the respective periods. The table does not include assets and liabilities that are measured at historical cost or any basis other than fair value (in thousands):
Fair Value Measured at Reporting Date Using
December 31, 2023Level 1Level 2Level 3Total
Assets
Cash equivalents:
Money market funds$601,076 $— $— $601,076 
$601,076 $— $— $601,076 
Liabilities
Derivatives:
Embedded EPP derivatives— — 4,376 4,376 
$— $— $4,376 $4,376 

 Fair Value Measured at Reporting Date Using
December 31, 2022Level 1Level 2Level 3Total
Assets
Cash equivalents:
Money market funds$291,903 $— $— $291,903 
$291,903 $— $— $291,903 
Liabilities
Derivatives:
Embedded EPP derivatives— — 5,895 $5,895 
$— $— $5,895 $5,895 
Money Market Funds — Money market funds are valued using quoted market prices for identical securities and are therefore classified as Level 1 financial assets.
Embedded Escalation Protection Plan Derivative Liability in Sales Contracts — We estimate the fair value of the embedded EPP derivatives in certain sales contracts using a Monte Carlo simulation model, which considers various potential electricity price curves over the sales contracts’ terms. We use historical grid prices and available forecasts of future electricity prices to estimate future electricity prices. We have classified these derivatives as a Level 3 financial liability.
The changes in the Level 3 financial liabilities during the years ended December 31, 2023, 2022 and 2021 were as follows (in thousands):
Embedded EPP Derivative Liability
Liabilities at December 31, 2021
$6,461 
Changes in fair value(566)
Liabilities at December 31, 2022
5,895 
EPP liability settlement(3,160)
Changes in fair value1,641 
Liabilities at December 31, 2023
$4,376 
To estimate the liabilities related to the EPP contracts, an option pricing method was implemented through a Monte Carlo simulation, which considers various potential electricity price forward curves over the sales contracts’ terms. We use historical grid prices and available forecasts to estimate future electricity prices. The grid pricing EPP guarantees that we provided in some of our sales arrangements represent an embedded derivative, with the initial value accounted for as a reduction in product revenue and any changes, reevaluated quarterly, in the fair market value of the derivative recorded in gain (loss) on revaluation of embedded derivatives.
The unobservable inputs were simulated based on the available values for avoided cost and cost of electricity as calculated for December 31, 2023 and 2022, using an expected growth rate of 7% over the contracts’ life and volatility of 15%. The estimated growth rate and volatility were estimated based on the historical tariff changes for the period 2008 to 2023. Avoided cost is the transmission and distribution cost expressed in dollars per kilowatt hours avoided in the given year of the contract, calculated using the billing rates of the effective utility tariff applied during the year to the host account for which usage is offset by the generator. If the billing rates within the utility tariff change during the measurement period, the average amount of charge for each rate shall be weighted by the number of effective months for each amount.
The inputs listed above would have had a direct impact on the fair values of the EPP derivatives if they were adjusted. Generally, a decrease in electric grid prices would result in an increase in the estimated fair value of our EPP derivative liabilities.
For the years ended December 31, 2023, 2022 and 2021, we recorded the fair value of the embedded EPP derivatives with no material unrealized gains or losses in either of the three years ended December 31, 2023, 2022 and 2021 in our consolidated statements of operations. The fair value of these derivatives was 4.4 million and 5.9 million as of December 31, 2023 and 2022, respectively.
In June 2023, per an EPP agreement with one of our customers, we paid $3.2 million, which was recorded as a reduction to our balance of embedded EPP derivative liability as of December 31, 2023.
Financial Assets and Liabilities and Other Items Not Measured at Fair Value on a Recurring Basis
Debt Instruments — The senior secured notes, term loans and convertible senior notes are based on rates currently offered for instruments with similar maturities and terms (Level 2). The following table presents the estimated fair values and carrying values of debt instruments (in thousands):
 December 31, 2023December 31, 2022
 Net Carrying
Value		Fair ValueNet Carrying
Value		Fair Value
   
Debt instruments
Recourse:
3% Green Convertible Senior Notes due June 2028
615,205 673,613 — — 
2.5% Green Convertible Senior Notes due August 2025
226,801 260,820 224,832 309,488 
10.25% Senior Secured Notes due March 2027
— — 60,960 60,472 
Non-recourse:
4.6% Term Loan due October 2026
3,085 2,866 — — 
4.6% Term Loan due April 2026
1,542 1,479 — — 
3.04% Senior Secured Notes due June 2031
— — 125,787 117,028 
v3.24.0.1
Balance Sheet Components
 12 Months Ended
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Balance Sheet Components Balance Sheet Components
Inventories
The components of inventory consist of the following (in thousands):
December 31,
 20232022
Raw materials$270,414 $165,446 
Work-in-progress50,632 44,660 
Finished goods181,469 58,288 
$502,515 $268,394 
The inventory reserves were $18.7 million and $17.2 million as of December 31, 2023 and 2022, respectively.
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consist of the following (in thousands):
December 31,
 20232022
   
Prepaid workers compensation$6,851 $5,536 
Receivables from employees6,538 6,553 
Prepaid managed services
5,636 4,405 
Prepaid hardware and software maintenance5,202 4,290 
Tax receivables3,231 3,676 
Advance income tax provision2,557 783 
Deferred expenses (Note 17)
2,257 — 
Deposits made1,702 1,409 
Interest receivable1,697 556 
Prepaid rent1,232 965 
Prepaid deferred commissions1,178 1,002 
Other prepaid expenses and other current assets13,067 14,468 
$51,148 $43,643 
Property, Plant and Equipment, Net
Property, plant and equipment, net, consists of the following (in thousands):
December 31,
 20232022
   
Energy Servers$309,770 $538,912 
Machinery and equipment174,549 145,555 
Construction-in-progress104,650 72,174 
Leasehold improvements94,646 104,528 
Buildings49,477 49,240 
Computers, software and hardware28,901 24,608 
Furniture and fixtures12,541 9,581 
774,534 944,598 
Less: accumulated depreciation(281,182)(344,184)
$493,352 $600,414 
Depreciation expense related to property, plant and equipment was $62.6 million, $61.6 million and $53.4 million for the years ended December 31, 2023, 2022 and 2021, respectively.
Property, plant and equipment under operating leases by PPA V was $226.0 million and accumulated depreciation for these assets was $92.7 million as of December 31, 2022. There were no property, plant and equipment under operating leases by PPA V as of December 31, 2023. Depreciation expense for property, plant and equipment under operating leases by PPA V (sold in August 2023) was $10.9 million for the year ended December 31, 2023. Depreciation expense for property, plant and equipment under operating leases by PPA V, PPA IV (sold in November 2022), and PPA IIIa (sold in June 2022) was $12.1 million and $23.5 million for the years ended December 31, 2022 and 2021, respectively.

PPA IIIa Upgrade
In June 2022, we started a project (the “PPA IIIa Upgrade,” the “PPA IIIa Repowering”) to replace 9.8 megawatts of the Energy Servers (the “old PPA IIIa Energy Servers”) at PPA IIIa Investment Company and Operating Company (“PPA IIIa”)
with current generation Energy Servers (the “new PPA IIIa Energy Servers”). The replacement was complete in the fourth quarter of fiscal 2022. See Note 10 — Portfolio Financings for additional information.
PPA IV Upgrade
In November 2022, we started a project (the “PPA IV Upgrade,” the “PPA IV Repowering”) to replace 19.3 megawatts of the Energy Servers (the “old PPA IV Energy Servers”) at PPA IV Investment Company and Operating Company (“PPA IV”) with current generation Energy Servers (the “new PPA IV Energy Servers”). The replacement was substantially complete as of December 31, 2023. See Note 10 — Portfolio Financings for additional information.
PPA V Upgrade
In August 2023, we started a project (the “PPA V Upgrade,” the “PPA V Repowering”) to replace 37.1 megawatts of the Energy Servers (the “old PPA V Energy Servers”) at PPA V with current generation Energy Servers (the “new PPA V Energy Servers”). The replacement was complete in the first quarter of fiscal 2024. See Note 10 — Portfolio Financings for additional information.
Other Long-Term Assets
Other long-term assets consist of the following (in thousands):
December 31,
20232022
   
Deferred commissions$9,373 $8,320 
Deferred expenses (Note 17)
9,069 — 
Long-term lease receivable7,335 8,076 
Deposits made3,157 2,672 
Prepaid managed services
1,646 2,373 
Deferred tax asset1,385 1,151 
Prepaid insurance— 4,047 
Prepaid and other long-term assets18,243 13,566 
$50,208 $40,205 
Accrued Warranty and Product Performance Liabilities
Accrued warranty liabilities consist of the following (in thousands):
December 31,
 20232022
   
Product performance$18,066 $16,901 
Product warranty1,260 431 
$19,326 $17,332 
Changes in the product warranty and product performance liabilities were as follows (in thousands):
Balances at December 31, 2021
$11,746 
Accrued warranty and product performance liabilities, net
17,719 
Warranty and product performance expenditures during the year
(12,133)
Balances at December 31, 2022
$17,332 
Accrued warranty and product performance liabilities, net
27,845 
Warranty and product performance expenditures during the year
(25,851)
Balances at December 31, 2023
$19,326 
Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consist of the following (in thousands):
December 31,
 20232022
   
Compensation and benefits$47,901 $48,156 
General invoice and purchase order accruals36,266 44,010 
Sales tax liabilities17,412 6,172 
Sales-related liabilities5,121 7,147 
Accrued installation4,939 7,905 
Interest payable3,823 3,128 
Accrued restructuring costs (Note 12)
3,793 — 
Provision for income tax3,374 1,140 
Accrued consulting expenses3,244 1,390 
Accrued legal expenses1,359 4,403 
Finance lease liability1,072 1,024 
Delaware grant (Note 13)
— 9,495 
PPA IV Upgrade financing obligations— 6,076 
Current portion of derivative liabilities— 2,596 
Other2,575 1,541 
$130,879 $144,183 
Preferred Stock
As of December 31, 2023, we had 20,000,000 shares of preferred stock authorized. 13,491,701 of these shares were designated as Series B RCPS and were converted to Class A common stock as of September 23, 2023, as a result of the SK ecoplant Second Tranche Closing. As of December 31, 2022, we had 20,000,000 shares of preferred stock authorized. 10,000,000 of these shares were designated as Series A redeemable convertible preferred stock and were converted to Class A common stock as of November 8, 2022, as a result of the SK ecoplant Initial Investment. For additional information, please see Note 17 — SK ecoplant Strategic Investment.
The preferred stock had $0.0001 par value. There were no shares of preferred stock issued and outstanding as of December 31, 2023 and December 31, 2022.
Conversion of Class B Common Stock
On July 27, 2023, in accordance with our Restated Certificate of Incorporation, each share of our Class B common stock entitled to ten votes per share automatically converted into one share of our Class A common stock entitled to one vote per share.
v3.24.0.1
Outstanding Loans and Security Agreements
 12 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
Outstanding Loans and Security Agreements Outstanding Loans and Security Agreements
The following is a summary of our debt as of December 31, 2023 (in thousands, except percentage data):
 Unpaid
Principal
Balance		Net Carrying ValueInterest
Rate		Maturity DatesEntity
 CurrentLong-
Term		Total
3% Green Convertible Senior Notes due June 2028
632,500 — 615,205 615,205 3.0%June 2028Company
2.5% Green Convertible Senior Notes due August 2025
230,000 — 226,801 226,801 2.5%August 2025Company
Total recourse debt862,500 — 842,006 842,006 
4.6% Term Loan due October 2026
3,085 — 3,085 3,085 4.6%October 2026
Korean JV
4.6% Term Loan due April 2026
1,542 — 1,542 1,542 4.6%April 2026
Korean JV
Total non-recourse debt4,627 — 4,627 4,627 
Total debt$867,127 $— $846,633 $846,633 

The following is a summary of our debt as of December 31, 2022 (in thousands, except percentage data):
 Unpaid
Principal
Balance		Net Carrying ValueInterest
Rate		Maturity DatesEntity
 CurrentLong-
Term		Total
10.25% Senior Secured Notes due March 2027
$61,653 $12,716 $48,244 $60,960 10.25%March 2027Company
2.5% Green Convertible Senior Notes due August 2025
230,000 — 224,832 224,832 2.5%August 2025Company
Total recourse debt291,653 12,716 273,076 285,792 
3.04% Senior Secured Notes due June 30, 2031
127,430 13,307 112,480 125,787 3.04%June 2031PPA V
Total non-recourse debt127,430 13,307 112,480 125,787 
Total debt$419,083 $26,023 $385,556 $411,579 

Recourse debt refers to debt that we have an obligation to pay. Non-recourse debt refers to debt that is recourse to only our subsidiaries (i.e., PPAs and Korean JV). The differences between the unpaid principal balances and the net carrying values apply to deferred financing costs. We and all of our subsidiaries were in compliance with all financial covenants as of December 31, 2023 and December 31, 2022.
Recourse Debt Facilities
3% Green Convertible Senior Notes due June 2028
On May 16, 2023, we issued the 3% Green Notes in an aggregate principal amount of $632.5 million due on June 1, 2028, unless earlier repurchased, redeemed or converted, less an initial purchasers’ discount of $15.8 million and other issuance costs of $3.9 million (together, the “3% Green Notes Transaction Costs”), resulting in net proceeds of $612.8 million. The 3% Green Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of May 16, 2023, between us and U.S. Bank Trust Company, National Association, as Trustee, in private placements to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”).
Pursuant to the purchase agreement among us and the representatives of the initial purchasers of the 3% Green Notes, we granted the initial purchasers an option to purchase up to an additional $82.5 million aggregate principal amount of the 3% Green Notes (the “Greenshoe Option”). The 3% Green Notes issued on May 16, 2023, included $82.5 million aggregate principal amount pursuant to the full exercise by the initial purchasers of the Greenshoe Option.
The 3% Green Notes are senior, unsecured obligations accruing interest at a rate of 3% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2023.
We may not redeem the 3% Green Notes prior to June 5, 2026, subject to a partial redemption limitation. We may elect to redeem, at face value, all or any portion of the 3% Green Notes at any time, and from time to time, on or after June 5, 2026, and on or before the forty-sixth scheduled trading day immediately before the maturity date, provided the share price for our Class A common stock exceeds 130% of the conversion price at redemption.
Before March 1, 2028, the noteholders have the right to convert their 3% Green Notes only upon the occurrence of certain events, including satisfaction of a condition relating to the closing price of our common stock (the “Closing Price Condition”) or the trading price of the 3% Green Notes (the “Trading Price Condition”), a redemption event, or other specified corporate events. If the Closing Price Condition is met on at least 20 (whether or not consecutive) of the last 30 consecutive trading days in any calendar quarter, and only during such calendar quarter, the noteholders may convert their 3% Green Notes at any time during the immediately following quarter, commencing after the calendar quarter ending on September 30, 2023, subject to partial redemption limitation. The Closing Price Condition was not met during the three months ended September 30, 2023, and accordingly, the noteholders could not convert their 3% Green Notes during the quarter ended December 31, 2023.
Subject to the Trading Price Condition, the noteholders may convert their 3% Green Notes during the five business days immediately after any five consecutive trading day period in which the trading price per $1,000 principal amount of the 3% Green Notes, as determined following a request by a holder of the 3% Green Notes, for each day of that period is less than 98% of the product of the closing price of our common stock and the then applicable conversion rate. From and after March 1, 2028, the noteholders may convert their 3% Green Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. Should the noteholders elect to convert their 3% Green Notes, we may elect to settle the conversion by paying or delivering, as applicable, cash, shares of our Class A common stock, $0.0001 par value per share, or a combination thereof, at our election.
The initial conversion rate is 53.0427 shares of Class A common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $18.85 per share of Class A common stock. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events. Also, we may increase the conversion rate at any time if our Board of Directors determines it is in the best interests of the Company or to avoid or diminish income tax to holders of common stock. In addition, if certain corporate events that constitute a Make-Whole Fundamental Change, as defined below, occur, then the conversion rate applicable to the conversion of the 3% Green Notes may, in certain circumstances, be increased by up to 22.5430 shares of Class A common stock per $1,000 principal amount of notes for a specified period of time. On December 31, 2023, the maximum number of shares into which the 3% Green Notes could have been potentially converted if the conversion features were triggered was 47,807,955 shares of Class A common stock.
According to the Indenture, a Make-Whole Fundamental Change means (i) a Fundamental Change, that includes certain change-of-control events relating to us, certain business combination transactions involving us and certain delisting events with respect to our Class A common stock, or (ii) the sending of a redemption notice with respect to the 3% Green Notes.
The 3% Green Notes contain certain customary provisions relating to the occurrence of Events of Default, as defined in the Indenture. If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to us occurs, then the principal amount of, and all accrued and unpaid interest on, all of the 3% Green Notes then outstanding will immediately become due and payable without any further action or notice by any person. However, notwithstanding the foregoing, we may elect, at our option, that the sole remedy for an Event of Default relating to certain failures by us to comply with certain reporting covenants in the Indenture consists exclusively of the right of the noteholders to receive special interest on the 3% Green Notes for up to 180 days at a specified rate per annum not exceeding 0.50% on the principal amount of the 3% Green Notes.
The 3% Green Notes Transaction Costs were recorded as debt issuance costs and presented a reduction to the 3% Green Notes on our consolidated balance sheets and are amortized to interest expense at an effective interest rate of 3.8%.
Total interest expense recognized related to the 3% Green Notes for the year ended December 31, 2023, was $14.4 million, and was comprised of contractual interest expense of $12.0 million and amortization of the initial purchasers’ discount and other issuance costs of 2.4 million. We have not recognized any special interest expense related to the 3% Green Notes to date. The amount of unamortized debt issuance costs as of December 31, 2023, was $17.3 million.
Although the 3% Green Notes contain embedded conversion features, we account for the 3% Green Notes in its entirety as a liability. As of December 31, 2023, the net carrying value of the 3% Green Notes was classified as a long-term liability in our consolidated balance sheets.
Capped Calls
On May 11, 2023, in connection with the pricing of the 3% Green Notes, and on May 15, 2023, in connection with initial purchasers’ exercise of the Greenshoe Option, we entered into privately negotiated capped call transactions (the “Capped Calls”) with certain counterparties (the “Option Counterparties”). The Capped Calls cover, subject to customary anti-dilution adjustments substantially similar to those applicable to the 3% Green Notes, the aggregate number of shares of our Class A common stock that initially underlie the 3% Green Notes, and are expected generally to reduce potential dilution to holders of our common stock upon any conversion of the 3% Green Notes and at our election (subject to certain conditions) offset any cash payments we would be required to make in excess of the principal amount of converted 3% Green Notes.
The Capped Calls expire on June 1, 2028, and are exercisable only at maturity, but may be early terminated in various circumstances, including if the 3% Green Notes are early converted or repurchased. The default settlement method for the Capped Calls is net share settlement. However, we may elect to settle the Capped Calls in cash.
The Capped Calls have an initial strike price of approximately $18.85 per share of Class A common stock, subject to certain adjustments. The strike price of $18.85 corresponds to the initial conversion price of the 3% Green Notes. The number of shares underlying the Capped Calls is 33,549,508 shares of Class A common stock. The cap price of the Capped Calls is initially $26.46 per share of Class A common stock, which represents a premium of 100% over the last reported sale price of our common stock on May 11, 2023.
The Capped Calls are freestanding financial instruments. We used a portion of the proceeds from the issuance of the 3% Green Notes to pay for the Capped Calls’ premium. As the Capped Calls meet certain accounting criteria, they are recorded in stockholders’ equity and are not accounted for as derivatives. The cost of $54.5 million incurred to purchase the Capped Calls was recorded as a reduction to additional paid-in capital on our consolidated balance sheets and will not be remeasured.
2.5% Green Convertible Senior Notes due August 2025
In August 2020, we issued 2.5% Green Convertible Senior Notes due August 2025 (the “2.5% Green Notes”) in an aggregate principal amount of $230.0 million, unless earlier repurchased, redeemed or converted, less an initial purchaser’s discount of $6.9 million and other issuance costs of $3.0 million (together, the “2.5% Green Notes Transaction Costs”), resulting in net proceeds of $220.1 million.
The Green Notes are senior, unsecured obligations accruing interest at a rate of 2.5% per annum, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2021.
We may elect to redeem, at face value, all or any portion of the 2.5% Green Notes at any time on or after August 21, 2023, and on or before the twenty-sixth trading day immediately before the maturity date, provided certain conditions are met.
Before May 15, 2025, the noteholders have the right to convert their 2.5% Green Notes only upon the occurrence of certain events, including the Closing Price Condition. If the Closing Price Condition is met on at least 20 of the last 30 consecutive trading days in any quarter, the noteholders may convert their 2.5% Green Notes at any time during the immediately following quarter. The Closing Price Condition was not met during the three months ended September 30, 2023, and accordingly, the noteholders could not convert their 2.5% Green Notes during the quarter ended December 31, 2023. From and after May 15, 2025, the noteholders may convert their 2.5% Green Notes at any time at their election until the close of business on the second trading day immediately before the maturity date. Should the noteholders elect to convert their 2.5% Green Notes, we may elect to settle the conversion by paying or delivering, as applicable, cash, shares of our Class A common stock or a combination thereof.
The initial conversion rate is 61.6808 shares of Class A common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $16.21 per share of Class A common stock. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change”, as defined, occur, the conversion rate applicable to the conversion of the 2.5% Green Notes may, in certain circumstances, be increased by up to 15.4202 shares of Class A common stock per $1,000 principal amount of notes for a specified period of time. On December 31, 2023, the maximum number of shares into which the 2.5% Green Notes could have been potentially converted if the conversion features were triggered was 17,733,230 shares of Class A common stock.
The 2.5% Green Notes Transaction Costs were recorded as debt issuance costs and presented a reduction to the 2.5% Green Notes on our consolidated balance sheets and are amortized to interest expense at an effective interest rate of 3.5%.
Interest on the 2.5% Green Notes for the years ended December 31, 2023, 2022 and 2021, was $7.7 million, $7.7 million and $7.7 million, respectively, including amortization of issuance costs of $2.0 million, $2.0 million and $2.0 million, respectively. The amount of unamortized debt issuance costs as of December 31, 2023 and 2022, was $3.2 million and $5.2 million, respectively.
10.25% Senior Secured Notes due March 2027
On May 1, 2020, we issued $70.0 million of 10.25% Senior Secured Notes in a private placement (the “10.25% Senior Secured Notes”). The 10.25% Senior Secured Notes were governed by an indenture (the “Senior Secured Notes Indenture”) entered into among us, the guarantor party thereto and U.S. Bank National Association, in its capacity as trustee and collateral agent. The 10.25% Senior Secured Notes were secured by certain of our operations and maintenance agreements. The 10.25% Senior Secured Notes were supported by a $150.0 million indenture between us and U.S. Bank National Association, which contained an accordion feature for an additional $80.0 million of notes that could have been issued on or prior to September 27, 2021. We chose not to exercise this accordion feature, which has already expired.
Interest on the 10.25% Senior Secured Notes was payable quarterly, commencing June 30, 2020. The 10.25% Senior Secured Notes Indenture contained customary events of default and covenants relating to, among other things, the incurrence of new debt, affiliate transactions, liens and restricted payments. Commencing on March 27, 2022, we had the right to redeem all of the 10.25% Senior Secured Notes at a price equal to 108% of the principal amount of the 10.25% Senior Secured Notes plus accrued and unpaid interest, with such optional redemption prices decreasing to 104% on and after March 27, 2023, 102% on and after March 27, 2024, and 100% on and after March 27, 2026. Had we experienced a change of control, we must have offered to purchase for cash all or any part of each holder’s 10.25% Senior Secured Notes at a purchase price equal to 101% of the principal amount of the 10.25% Senior Secured Notes, plus accrued and unpaid interest.
The current and non-current balances of the outstanding unpaid principal of the 10.25% Senior Secured Notes were $12.7 million and $48.9 million as of December 31, 2022, respectively. The total outstanding unpaid principal balance of $57.6 million on the 10.25% Senior Secured Notes due March 2027 was called and retired at 104% on June 1, 2023. The 4% premium of $2.3 million and unpaid accrued interest of $1.0 million were included in the final payment to the noteholders. We recognized a loss on extinguishment of debt of $2.9 million as a result of redemption of the 10.25% Senior Secured Notes.
Interest on the 10.25% Senior Secured Notes for the years ended December 31, 2023, 2022 and 2021, was $2.6 million, $7.0 million and $7.2 million, respectively, including amortization of issuance costs of 0.1 million, 0.3 million and 0.4 million, respectively.
Non-recourse Debt Facilities
3.04% Senior Secured Notes due June 2031
In November 2021, PPA V issued senior secured notes in an aggregate principal amount of $136.0 million due June 2031. The notes bore a fixed rate of 3.04% per annum payable quarterly. The proceeds from the 3.04% Senior Secured Notes due June 2031 were utilized to (i) repay all obligations of the LIBOR + 2.5% Term Loan due December 2021, including an outstanding principal balance of $109.1 million, accrued interest of $0.1 million, and fees required to terminate associated interest rate swaps of $11.5 million, (ii) pay the required premium for the PPA V production insurance of $6.5 million, (iii) and pay related fees and expenses related to the refinancing totaling $2.1 million, resulting in a net cash flow of $6.7 million. The note purchase agreement required us to maintain a debt service reserve, the balance of which was $8.6 million as of December 31, 2022, out of which $8.0 million was included as part of long-term restricted cash and $0.6 million was included as part of current restricted cash in the consolidated balance sheets. The loan was secured by all assets of PPA V.
On August 24, 2023, as part of the PPA V Upgrade, we paid off the outstanding balance and related accrued interest of $118.5 million and $0.5 million, respectively, of our 3.04% Senior Secured Notes due June 2031, and recognized a loss on extinguishment of debt of $1.4 million (for additional information, please see Note 10 — Portfolio Financings). The debt service reserve of $8.6 million was reclassified from restricted cash to cash and cash equivalents at the time of extinguishment of debt.
7.5% Term Loan due September 2028
On June 14, 2022, as part of the PPA IIIa Upgrade, we paid off the outstanding balance and related accrued interest of $30.2 million and $0.4 million, respectively, and recognized a loss on extinguishment of debt of $4.2 million. The debt service reserve of $3.6 million was reclassified from restricted cash to cash and cash equivalents at the time of extinguishment of debt.
6.07% Senior Secured Notes due March 2030
On November 22, 2022, as part of the PPA IV Upgrade, we paid off the outstanding balance and related accrued interest of $70.5 million and $0.4 million, respectively, and recognized a loss on extinguishment of debt of $4.7 million. The debt service reserve of $9.1 million was reclassified from restricted cash to cash and cash equivalents at the time of extinguishment of debt.
4.6% Term Loans due April 2026 and October 2026
On April 11, 2023 and October 5, 2023, Korean JV entered into three-year $1.5 million and three-year $3.1 million credit agreements with SK ecoplant, respectively, to help fund its working capital. Both loans bear a fixed interest rate of 4.6% payable upon maturity along with the principle. Neither loan requires us to maintain a debt service reserve.
Repayment Schedule and Interest Expense
The following table presents details of our outstanding loan principal repayment schedule as of December 31, 2023 (in thousands):
2024$— 
2025230,000 
20264,627 
2027— 
2028632,500 
Thereafter— 
$867,127 
Interest expense of $108.3 million, $53.5 million and $69.0 million for the years ended December 31, 2023, 2022 and 2021, respectively, was recorded in interest expense on the consolidated statements of operations. Interest expense for the year ended December 31, 2023 included $52.8 million as a result of the SK ecoplant Second Tranche Closing. For additional information, please see Note 17 — SK ecoplant Strategic Investment.
v3.24.0.1
Leases
 12 Months Ended
Dec. 31, 2023
Leases [Abstract]  
Leases Leases
Facilities, Energy Servers, and Vehicles
We lease most of our facilities, the Energy Servers, and vehicles under operating and finance leases that expire at various dates through November 2037. We lease various manufacturing facilities in California and Delaware. We lease additional office space as field offices in the U.S. and around the world including in China, India, Germany, Japan, the Republic of Korea and Taiwan.
Some of the lease arrangements have free rent periods or escalating rent payment provisions. We recognize lease cost under such arrangements on a straight-line basis over the life of the leases. For the years ended December 31, 2023, 2022 and 2021, rent expenses for all occupied facilities were $23.0 million, $21.4 million and $16.0 million, respectively.
At inception of the contract, we assess whether a contract is a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Lease classification, measurement, and recognition are determined at lease commencement, which is the date the underlying asset is available for use by us. The accounting classification of a lease is based on whether the arrangement is effectively a financed purchase of the underlying asset (financing lease) or not (operating lease). Our operating leases are comprised primarily of leases for facilities, the Energy Servers, office buildings, and vehicles, and our financing leases are comprised primarily of vehicles.
Our leases have lease terms ranging from less than 1 year to 15 years, some of which include options to extend the leases. The lease term is the non-cancelable period of the lease and includes options to extend the lease when it is reasonably certain that an option will be exercised.
Lease liabilities are measured at the lease commencement date as the present value of future lease payments. Lease right-of-use assets are measured as the lease liability plus unamortized initial direct costs and prepaid (accrued) lease payments less
unamortized balance lease incentives received. In measuring the present value of the future lease payments, the discount rate for the lease is the rate implicit in the lease unless that rate cannot be readily determined. In that case, the lessee is required to use its Incremental Borrowing Rate (“IBR”). In computing our lease liabilities, we use the IBR based on the information available on the commencement date using an estimate of company-specific rate in the U.S. on a collateralized basis and consistent with the lease term for each lease. The lease term is the non-cancelable period of the lease and includes options to extend or terminate the lease when it is reasonably certain that an option will be exercised.
Operating and financing lease right-of-use assets and lease liabilities as of December 31, 2023 and 2022 were as follows (in thousands):
Years Ended
December 31,
20232022
Operating Leases:
Operating lease right-of-use assets, net 1, 2
$139,732 $126,955 
Current operating lease liabilities(20,245)(16,227)
Non-current operating lease liabilities(141,939)(132,363)
Total operating lease liabilities$(162,184)$(148,590)
Finance Leases:
Finance lease right-of-use assets, net 2, 3, 4
$2,708 $2,824 
Current finance lease liabilities 5
(1,072)(1,024)
Non-current finance lease liabilities 6
(1,837)(1,971)
Total finance lease liabilities(2,909)(2,995)
Total lease liabilities$(165,093)$(151,585)
1 These assets primarily include leases for facilities, the Energy Servers, and vehicles.
2 Net of accumulated amortization.
3 These assets primarily include leases for vehicles.
4 Included in property, plant and equipment, net in the consolidated balance sheets.
5 Included in accrued expenses and other current liabilities in the consolidated balance sheets.
6 Included in other long-term liabilities in the consolidated balance sheets.
The components of our lease costs for the years ended December 31, 2023, 2022 and 2021 were as follows (in thousands):
Years Ended
December 31,
202320222021
Operating lease costs$33,190 $25,503 $15,850 
Financing lease costs:
Amortization of right-of-use assets891 968 1,345 
Interest on lease liabilities273 220 349 
Total financing lease costs1,164 1,188 1,694 
Short-term lease costs517 974 407 
Total lease costs$34,871 $27,665 $17,951 
Weighted average remaining lease terms and discount rates for our leases as of December 31, 2023 and 2022 were as follows:
December 31,
20232022
Weighted average remaining lease term:
Operating leases7.4 years8.6 years
Finance leases3.2 years3.3 years
Weighted average discount rate:
Operating leases10.6 %10.3 %
Finance leases9.5 %6.9 %

Future lease payments under lease agreements as of December 31, 2023 were as follows (in thousands):
Operating LeasesFinance Leases
2024$35,666 $1,302 
202533,177 864 
202633,157 630 
202731,994 462 
202825,690 133 
Thereafter79,707 — 
Total minimum lease payments239,391 3,391 
Less: amounts representing interest or imputed interest(77,207)(482)
Present value of lease liabilities$162,184 $2,909 

Managed Services and Portfolio Financings Through the PPA Entities
Certain of our customers enter into Managed Services or Portfolio Financings through a PPA Entity to finance their lease of Bloom Energy Servers. Customer arrangements under Managed Services and Portfolio Financings through PPA Entities entered into after January 1, 2020, do not contain a lease under ASC 842 and are accounted for under ASC 606 as revenue arrangements.
Lease agreements under our Managed Services Financings and Portfolio Financings through the PPA Entities include non-cancellable lease terms, during which terms the majority of our investment in the Energy Servers under lease are typically recovered. We mitigate remaining residual value risk of the Energy Servers through provision of maintenance on the Energy Servers during the lease term and through insurance which proceeds are payable in the event of theft, loss, damage, or destruction.
Managed Services — Our Managed Services Financings with financiers that result in failed sale-and-leaseback transactions are accounted for as financing transactions. Payments received from the financier are recognized as financing obligations in our consolidated balance sheets. Proceeds from the financiers in excess of fair value of the Energy Servers under successful sale-and-leaseback transactions are also accounted for as financing obligations. These financing obligations are included in each agreement’s contract value and are recognized as short-term or long-term financing obligations based on the estimated payment dates. The lease agreements expire on various dates through 2034. For successful sale-and-leaseback transactions, we record operating lease right-of-use assets and operating lease liabilities and record operating lease expenses over the lease term. The recognized operating lease expenses for the years ended December 31, 2023 and 2022 were $9.7 million and $5.6 million. The recognized operating lease expenses for the year ended December 31, 2021 were immaterial.
We recognized $28.7 million, $20.4 million and $35.1 million of product revenue, $8.4 million, $11.3 million and $20.9 million of installation revenue, $5.0 million, $3.3 million and $10.0 million of financing obligations, and $16.5 million, $12.6 million and $29.4 million of operating lease right-of-use assets and operating lease liabilities from such successful sale and leaseback transactions for the years ended December 31, 2023, 2022 and 2021, respectively.
At December 31, 2023, future lease payments under the Managed Services Agreements financing obligations were as follows (in thousands):
Financing Obligations
2024$43,799 
202542,868 
202638,298 
202721,972 
202812,068 
Thereafter26,340 
Total minimum lease payments185,345 
Less: imputed interest(97,017)
Present value of net minimum lease payments88,328 
Less: current financing obligations(38,971)
Long-term financing obligations$49,357 
The total financing obligations, as reflected in our consolidated balance sheets, were $444.8 million and $459.4 million as of December 31, 2023 and 2022, respectively. We expect the difference between these obligations and the principal obligations in the table above to be offset against the carrying value of the related Energy Servers at the end of the lease and the remainder recognized as either a gain or loss at that point.
Portfolio Financings through the PPA Entities — Customer arrangements entered into prior to January 1, 2020 under Portfolio Financing arrangements through a PPA Entity that qualified as leases were accounted for as either sales-type leases or operating leases. Since January 1, 2020, we have not entered into any PPAs with customers under such arrangements.
In August 2023, we sold our last consolidated PPA Entity, PPA V. For additional information, please see Note 10 — Portfolio Financings.
Leases Leases
Facilities, Energy Servers, and Vehicles
We lease most of our facilities, the Energy Servers, and vehicles under operating and finance leases that expire at various dates through November 2037. We lease various manufacturing facilities in California and Delaware. We lease additional office space as field offices in the U.S. and around the world including in China, India, Germany, Japan, the Republic of Korea and Taiwan.
Some of the lease arrangements have free rent periods or escalating rent payment provisions. We recognize lease cost under such arrangements on a straight-line basis over the life of the leases. For the years ended December 31, 2023, 2022 and 2021, rent expenses for all occupied facilities were $23.0 million, $21.4 million and $16.0 million, respectively.
At inception of the contract, we assess whether a contract is a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Lease classification, measurement, and recognition are determined at lease commencement, which is the date the underlying asset is available for use by us. The accounting classification of a lease is based on whether the arrangement is effectively a financed purchase of the underlying asset (financing lease) or not (operating lease). Our operating leases are comprised primarily of leases for facilities, the Energy Servers, office buildings, and vehicles, and our financing leases are comprised primarily of vehicles.
Our leases have lease terms ranging from less than 1 year to 15 years, some of which include options to extend the leases. The lease term is the non-cancelable period of the lease and includes options to extend the lease when it is reasonably certain that an option will be exercised.
Lease liabilities are measured at the lease commencement date as the present value of future lease payments. Lease right-of-use assets are measured as the lease liability plus unamortized initial direct costs and prepaid (accrued) lease payments less
unamortized balance lease incentives received. In measuring the present value of the future lease payments, the discount rate for the lease is the rate implicit in the lease unless that rate cannot be readily determined. In that case, the lessee is required to use its Incremental Borrowing Rate (“IBR”). In computing our lease liabilities, we use the IBR based on the information available on the commencement date using an estimate of company-specific rate in the U.S. on a collateralized basis and consistent with the lease term for each lease. The lease term is the non-cancelable period of the lease and includes options to extend or terminate the lease when it is reasonably certain that an option will be exercised.
Operating and financing lease right-of-use assets and lease liabilities as of December 31, 2023 and 2022 were as follows (in thousands):
Years Ended
December 31,
20232022
Operating Leases:
Operating lease right-of-use assets, net 1, 2
$139,732 $126,955 
Current operating lease liabilities(20,245)(16,227)
Non-current operating lease liabilities(141,939)(132,363)
Total operating lease liabilities$(162,184)$(148,590)
Finance Leases:
Finance lease right-of-use assets, net 2, 3, 4
$2,708 $2,824 
Current finance lease liabilities 5
(1,072)(1,024)
Non-current finance lease liabilities 6
(1,837)(1,971)
Total finance lease liabilities(2,909)(2,995)
Total lease liabilities$(165,093)$(151,585)
1 These assets primarily include leases for facilities, the Energy Servers, and vehicles.
2 Net of accumulated amortization.
3 These assets primarily include leases for vehicles.
4 Included in property, plant and equipment, net in the consolidated balance sheets.
5 Included in accrued expenses and other current liabilities in the consolidated balance sheets.
6 Included in other long-term liabilities in the consolidated balance sheets.
The components of our lease costs for the years ended December 31, 2023, 2022 and 2021 were as follows (in thousands):
Years Ended
December 31,
202320222021
Operating lease costs$33,190 $25,503 $15,850 
Financing lease costs:
Amortization of right-of-use assets891 968 1,345 
Interest on lease liabilities273 220 349 
Total financing lease costs1,164 1,188 1,694 
Short-term lease costs517 974 407 
Total lease costs$34,871 $27,665 $17,951 
Weighted average remaining lease terms and discount rates for our leases as of December 31, 2023 and 2022 were as follows:
December 31,
20232022
Weighted average remaining lease term:
Operating leases7.4 years8.6 years
Finance leases3.2 years3.3 years
Weighted average discount rate:
Operating leases10.6 %10.3 %
Finance leases9.5 %6.9 %

Future lease payments under lease agreements as of December 31, 2023 were as follows (in thousands):
Operating LeasesFinance Leases
2024$35,666 $1,302 
202533,177 864 
202633,157 630 
202731,994 462 
202825,690 133 
Thereafter79,707 — 
Total minimum lease payments239,391 3,391 
Less: amounts representing interest or imputed interest(77,207)(482)
Present value of lease liabilities$162,184 $2,909 

Managed Services and Portfolio Financings Through the PPA Entities
Certain of our customers enter into Managed Services or Portfolio Financings through a PPA Entity to finance their lease of Bloom Energy Servers. Customer arrangements under Managed Services and Portfolio Financings through PPA Entities entered into after January 1, 2020, do not contain a lease under ASC 842 and are accounted for under ASC 606 as revenue arrangements.
Lease agreements under our Managed Services Financings and Portfolio Financings through the PPA Entities include non-cancellable lease terms, during which terms the majority of our investment in the Energy Servers under lease are typically recovered. We mitigate remaining residual value risk of the Energy Servers through provision of maintenance on the Energy Servers during the lease term and through insurance which proceeds are payable in the event of theft, loss, damage, or destruction.
Managed Services — Our Managed Services Financings with financiers that result in failed sale-and-leaseback transactions are accounted for as financing transactions. Payments received from the financier are recognized as financing obligations in our consolidated balance sheets. Proceeds from the financiers in excess of fair value of the Energy Servers under successful sale-and-leaseback transactions are also accounted for as financing obligations. These financing obligations are included in each agreement’s contract value and are recognized as short-term or long-term financing obligations based on the estimated payment dates. The lease agreements expire on various dates through 2034. For successful sale-and-leaseback transactions, we record operating lease right-of-use assets and operating lease liabilities and record operating lease expenses over the lease term. The recognized operating lease expenses for the years ended December 31, 2023 and 2022 were $9.7 million and $5.6 million. The recognized operating lease expenses for the year ended December 31, 2021 were immaterial.
We recognized $28.7 million, $20.4 million and $35.1 million of product revenue, $8.4 million, $11.3 million and $20.9 million of installation revenue, $5.0 million, $3.3 million and $10.0 million of financing obligations, and $16.5 million, $12.6 million and $29.4 million of operating lease right-of-use assets and operating lease liabilities from such successful sale and leaseback transactions for the years ended December 31, 2023, 2022 and 2021, respectively.
At December 31, 2023, future lease payments under the Managed Services Agreements financing obligations were as follows (in thousands):
Financing Obligations
2024$43,799 
202542,868 
202638,298 
202721,972 
202812,068 
Thereafter26,340 
Total minimum lease payments185,345 
Less: imputed interest(97,017)
Present value of net minimum lease payments88,328 
Less: current financing obligations(38,971)
Long-term financing obligations$49,357 
The total financing obligations, as reflected in our consolidated balance sheets, were $444.8 million and $459.4 million as of December 31, 2023 and 2022, respectively. We expect the difference between these obligations and the principal obligations in the table above to be offset against the carrying value of the related Energy Servers at the end of the lease and the remainder recognized as either a gain or loss at that point.
Portfolio Financings through the PPA Entities — Customer arrangements entered into prior to January 1, 2020 under Portfolio Financing arrangements through a PPA Entity that qualified as leases were accounted for as either sales-type leases or operating leases. Since January 1, 2020, we have not entered into any PPAs with customers under such arrangements.
In August 2023, we sold our last consolidated PPA Entity, PPA V. For additional information, please see Note 10 — Portfolio Financings.
Leases Leases
Facilities, Energy Servers, and Vehicles
We lease most of our facilities, the Energy Servers, and vehicles under operating and finance leases that expire at various dates through November 2037. We lease various manufacturing facilities in California and Delaware. We lease additional office space as field offices in the U.S. and around the world including in China, India, Germany, Japan, the Republic of Korea and Taiwan.
Some of the lease arrangements have free rent periods or escalating rent payment provisions. We recognize lease cost under such arrangements on a straight-line basis over the life of the leases. For the years ended December 31, 2023, 2022 and 2021, rent expenses for all occupied facilities were $23.0 million, $21.4 million and $16.0 million, respectively.
At inception of the contract, we assess whether a contract is a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Lease classification, measurement, and recognition are determined at lease commencement, which is the date the underlying asset is available for use by us. The accounting classification of a lease is based on whether the arrangement is effectively a financed purchase of the underlying asset (financing lease) or not (operating lease). Our operating leases are comprised primarily of leases for facilities, the Energy Servers, office buildings, and vehicles, and our financing leases are comprised primarily of vehicles.
Our leases have lease terms ranging from less than 1 year to 15 years, some of which include options to extend the leases. The lease term is the non-cancelable period of the lease and includes options to extend the lease when it is reasonably certain that an option will be exercised.
Lease liabilities are measured at the lease commencement date as the present value of future lease payments. Lease right-of-use assets are measured as the lease liability plus unamortized initial direct costs and prepaid (accrued) lease payments less
unamortized balance lease incentives received. In measuring the present value of the future lease payments, the discount rate for the lease is the rate implicit in the lease unless that rate cannot be readily determined. In that case, the lessee is required to use its Incremental Borrowing Rate (“IBR”). In computing our lease liabilities, we use the IBR based on the information available on the commencement date using an estimate of company-specific rate in the U.S. on a collateralized basis and consistent with the lease term for each lease. The lease term is the non-cancelable period of the lease and includes options to extend or terminate the lease when it is reasonably certain that an option will be exercised.
Operating and financing lease right-of-use assets and lease liabilities as of December 31, 2023 and 2022 were as follows (in thousands):
Years Ended
December 31,
20232022
Operating Leases:
Operating lease right-of-use assets, net 1, 2
$139,732 $126,955 
Current operating lease liabilities(20,245)(16,227)
Non-current operating lease liabilities(141,939)(132,363)
Total operating lease liabilities$(162,184)$(148,590)
Finance Leases:
Finance lease right-of-use assets, net 2, 3, 4
$2,708 $2,824 
Current finance lease liabilities 5
(1,072)(1,024)
Non-current finance lease liabilities 6
(1,837)(1,971)
Total finance lease liabilities(2,909)(2,995)
Total lease liabilities$(165,093)$(151,585)
1 These assets primarily include leases for facilities, the Energy Servers, and vehicles.
2 Net of accumulated amortization.
3 These assets primarily include leases for vehicles.
4 Included in property, plant and equipment, net in the consolidated balance sheets.
5 Included in accrued expenses and other current liabilities in the consolidated balance sheets.
6 Included in other long-term liabilities in the consolidated balance sheets.
The components of our lease costs for the years ended December 31, 2023, 2022 and 2021 were as follows (in thousands):
Years Ended
December 31,
202320222021
Operating lease costs$33,190 $25,503 $15,850 
Financing lease costs:
Amortization of right-of-use assets891 968 1,345 
Interest on lease liabilities273 220 349 
Total financing lease costs1,164 1,188 1,694 
Short-term lease costs517 974 407 
Total lease costs$34,871 $27,665 $17,951 
Weighted average remaining lease terms and discount rates for our leases as of December 31, 2023 and 2022 were as follows:
December 31,
20232022
Weighted average remaining lease term:
Operating leases7.4 years8.6 years
Finance leases3.2 years3.3 years
Weighted average discount rate:
Operating leases10.6 %10.3 %
Finance leases9.5 %6.9 %

Future lease payments under lease agreements as of December 31, 2023 were as follows (in thousands):
Operating LeasesFinance Leases
2024$35,666 $1,302 
202533,177 864 
202633,157 630 
202731,994 462 
202825,690 133 
Thereafter79,707 — 
Total minimum lease payments239,391 3,391 
Less: amounts representing interest or imputed interest(77,207)(482)
Present value of lease liabilities$162,184 $2,909 

Managed Services and Portfolio Financings Through the PPA Entities
Certain of our customers enter into Managed Services or Portfolio Financings through a PPA Entity to finance their lease of Bloom Energy Servers. Customer arrangements under Managed Services and Portfolio Financings through PPA Entities entered into after January 1, 2020, do not contain a lease under ASC 842 and are accounted for under ASC 606 as revenue arrangements.
Lease agreements under our Managed Services Financings and Portfolio Financings through the PPA Entities include non-cancellable lease terms, during which terms the majority of our investment in the Energy Servers under lease are typically recovered. We mitigate remaining residual value risk of the Energy Servers through provision of maintenance on the Energy Servers during the lease term and through insurance which proceeds are payable in the event of theft, loss, damage, or destruction.
Managed Services — Our Managed Services Financings with financiers that result in failed sale-and-leaseback transactions are accounted for as financing transactions. Payments received from the financier are recognized as financing obligations in our consolidated balance sheets. Proceeds from the financiers in excess of fair value of the Energy Servers under successful sale-and-leaseback transactions are also accounted for as financing obligations. These financing obligations are included in each agreement’s contract value and are recognized as short-term or long-term financing obligations based on the estimated payment dates. The lease agreements expire on various dates through 2034. For successful sale-and-leaseback transactions, we record operating lease right-of-use assets and operating lease liabilities and record operating lease expenses over the lease term. The recognized operating lease expenses for the years ended December 31, 2023 and 2022 were $9.7 million and $5.6 million. The recognized operating lease expenses for the year ended December 31, 2021 were immaterial.
We recognized $28.7 million, $20.4 million and $35.1 million of product revenue, $8.4 million, $11.3 million and $20.9 million of installation revenue, $5.0 million, $3.3 million and $10.0 million of financing obligations, and $16.5 million, $12.6 million and $29.4 million of operating lease right-of-use assets and operating lease liabilities from such successful sale and leaseback transactions for the years ended December 31, 2023, 2022 and 2021, respectively.
At December 31, 2023, future lease payments under the Managed Services Agreements financing obligations were as follows (in thousands):
Financing Obligations
2024$43,799 
202542,868 
202638,298 
202721,972 
202812,068 
Thereafter26,340 
Total minimum lease payments185,345 
Less: imputed interest(97,017)
Present value of net minimum lease payments88,328 
Less: current financing obligations(38,971)
Long-term financing obligations$49,357 
The total financing obligations, as reflected in our consolidated balance sheets, were $444.8 million and $459.4 million as of December 31, 2023 and 2022, respectively. We expect the difference between these obligations and the principal obligations in the table above to be offset against the carrying value of the related Energy Servers at the end of the lease and the remainder recognized as either a gain or loss at that point.
Portfolio Financings through the PPA Entities — Customer arrangements entered into prior to January 1, 2020 under Portfolio Financing arrangements through a PPA Entity that qualified as leases were accounted for as either sales-type leases or operating leases. Since January 1, 2020, we have not entered into any PPAs with customers under such arrangements.
In August 2023, we sold our last consolidated PPA Entity, PPA V. For additional information, please see Note 10 — Portfolio Financings.
Leases Leases
Facilities, Energy Servers, and Vehicles
We lease most of our facilities, the Energy Servers, and vehicles under operating and finance leases that expire at various dates through November 2037. We lease various manufacturing facilities in California and Delaware. We lease additional office space as field offices in the U.S. and around the world including in China, India, Germany, Japan, the Republic of Korea and Taiwan.
Some of the lease arrangements have free rent periods or escalating rent payment provisions. We recognize lease cost under such arrangements on a straight-line basis over the life of the leases. For the years ended December 31, 2023, 2022 and 2021, rent expenses for all occupied facilities were $23.0 million, $21.4 million and $16.0 million, respectively.
At inception of the contract, we assess whether a contract is a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Lease classification, measurement, and recognition are determined at lease commencement, which is the date the underlying asset is available for use by us. The accounting classification of a lease is based on whether the arrangement is effectively a financed purchase of the underlying asset (financing lease) or not (operating lease). Our operating leases are comprised primarily of leases for facilities, the Energy Servers, office buildings, and vehicles, and our financing leases are comprised primarily of vehicles.
Our leases have lease terms ranging from less than 1 year to 15 years, some of which include options to extend the leases. The lease term is the non-cancelable period of the lease and includes options to extend the lease when it is reasonably certain that an option will be exercised.
Lease liabilities are measured at the lease commencement date as the present value of future lease payments. Lease right-of-use assets are measured as the lease liability plus unamortized initial direct costs and prepaid (accrued) lease payments less
unamortized balance lease incentives received. In measuring the present value of the future lease payments, the discount rate for the lease is the rate implicit in the lease unless that rate cannot be readily determined. In that case, the lessee is required to use its Incremental Borrowing Rate (“IBR”). In computing our lease liabilities, we use the IBR based on the information available on the commencement date using an estimate of company-specific rate in the U.S. on a collateralized basis and consistent with the lease term for each lease. The lease term is the non-cancelable period of the lease and includes options to extend or terminate the lease when it is reasonably certain that an option will be exercised.
Operating and financing lease right-of-use assets and lease liabilities as of December 31, 2023 and 2022 were as follows (in thousands):
Years Ended
December 31,
20232022
Operating Leases:
Operating lease right-of-use assets, net 1, 2
$139,732 $126,955 
Current operating lease liabilities(20,245)(16,227)
Non-current operating lease liabilities(141,939)(132,363)
Total operating lease liabilities$(162,184)$(148,590)
Finance Leases:
Finance lease right-of-use assets, net 2, 3, 4
$2,708 $2,824 
Current finance lease liabilities 5
(1,072)(1,024)
Non-current finance lease liabilities 6
(1,837)(1,971)
Total finance lease liabilities(2,909)(2,995)
Total lease liabilities$(165,093)$(151,585)
1 These assets primarily include leases for facilities, the Energy Servers, and vehicles.
2 Net of accumulated amortization.
3 These assets primarily include leases for vehicles.
4 Included in property, plant and equipment, net in the consolidated balance sheets.
5 Included in accrued expenses and other current liabilities in the consolidated balance sheets.
6 Included in other long-term liabilities in the consolidated balance sheets.
The components of our lease costs for the years ended December 31, 2023, 2022 and 2021 were as follows (in thousands):
Years Ended
December 31,
202320222021
Operating lease costs$33,190 $25,503 $15,850 
Financing lease costs:
Amortization of right-of-use assets891 968 1,345 
Interest on lease liabilities273 220 349 
Total financing lease costs1,164 1,188 1,694 
Short-term lease costs517 974 407 
Total lease costs$34,871 $27,665 $17,951 
Weighted average remaining lease terms and discount rates for our leases as of December 31, 2023 and 2022 were as follows:
December 31,
20232022
Weighted average remaining lease term:
Operating leases7.4 years8.6 years
Finance leases3.2 years3.3 years
Weighted average discount rate:
Operating leases10.6 %10.3 %
Finance leases9.5 %6.9 %

Future lease payments under lease agreements as of December 31, 2023 were as follows (in thousands):
Operating LeasesFinance Leases
2024$35,666 $1,302 
202533,177 864 
202633,157 630 
202731,994 462 
202825,690 133 
Thereafter79,707 — 
Total minimum lease payments239,391 3,391 
Less: amounts representing interest or imputed interest(77,207)(482)
Present value of lease liabilities$162,184 $2,909 

Managed Services and Portfolio Financings Through the PPA Entities
Certain of our customers enter into Managed Services or Portfolio Financings through a PPA Entity to finance their lease of Bloom Energy Servers. Customer arrangements under Managed Services and Portfolio Financings through PPA Entities entered into after January 1, 2020, do not contain a lease under ASC 842 and are accounted for under ASC 606 as revenue arrangements.
Lease agreements under our Managed Services Financings and Portfolio Financings through the PPA Entities include non-cancellable lease terms, during which terms the majority of our investment in the Energy Servers under lease are typically recovered. We mitigate remaining residual value risk of the Energy Servers through provision of maintenance on the Energy Servers during the lease term and through insurance which proceeds are payable in the event of theft, loss, damage, or destruction.
Managed Services — Our Managed Services Financings with financiers that result in failed sale-and-leaseback transactions are accounted for as financing transactions. Payments received from the financier are recognized as financing obligations in our consolidated balance sheets. Proceeds from the financiers in excess of fair value of the Energy Servers under successful sale-and-leaseback transactions are also accounted for as financing obligations. These financing obligations are included in each agreement’s contract value and are recognized as short-term or long-term financing obligations based on the estimated payment dates. The lease agreements expire on various dates through 2034. For successful sale-and-leaseback transactions, we record operating lease right-of-use assets and operating lease liabilities and record operating lease expenses over the lease term. The recognized operating lease expenses for the years ended December 31, 2023 and 2022 were $9.7 million and $5.6 million. The recognized operating lease expenses for the year ended December 31, 2021 were immaterial.
We recognized $28.7 million, $20.4 million and $35.1 million of product revenue, $8.4 million, $11.3 million and $20.9 million of installation revenue, $5.0 million, $3.3 million and $10.0 million of financing obligations, and $16.5 million, $12.6 million and $29.4 million of operating lease right-of-use assets and operating lease liabilities from such successful sale and leaseback transactions for the years ended December 31, 2023, 2022 and 2021, respectively.
At December 31, 2023, future lease payments under the Managed Services Agreements financing obligations were as follows (in thousands):
Financing Obligations
2024$43,799 
202542,868 
202638,298 
202721,972 
202812,068 
Thereafter26,340 
Total minimum lease payments185,345 
Less: imputed interest(97,017)
Present value of net minimum lease payments88,328 
Less: current financing obligations(38,971)
Long-term financing obligations$49,357 
The total financing obligations, as reflected in our consolidated balance sheets, were $444.8 million and $459.4 million as of December 31, 2023 and 2022, respectively. We expect the difference between these obligations and the principal obligations in the table above to be offset against the carrying value of the related Energy Servers at the end of the lease and the remainder recognized as either a gain or loss at that point.
Portfolio Financings through the PPA Entities — Customer arrangements entered into prior to January 1, 2020 under Portfolio Financing arrangements through a PPA Entity that qualified as leases were accounted for as either sales-type leases or operating leases. Since January 1, 2020, we have not entered into any PPAs with customers under such arrangements.
In August 2023, we sold our last consolidated PPA Entity, PPA V. For additional information, please see Note 10 — Portfolio Financings.
v3.24.0.1
Stock-Based Compensation and Employee Benefit Plans
 12 Months Ended
Dec. 31, 2023
Compensation Related Costs [Abstract]  
Stock-Based Compensation and Employee Benefit Plans Stock-Based Compensation and Employee Benefit Plans
Share-based grants are designed to reward employees for their long-term contributions to us and provide incentives for them to remain with us.
2012 Equity Incentive Plan
Our 2012 Equity Incentive Plan (the “2012 Plan”) was approved in August 2012. The 2012 Plan provided for the grant of incentive stock options, non-statutory stock options, stock appreciation rights and RSUs, all of which may be granted to employees, including officers, and to non-employee directors and consultants except we may grant incentive stock options only to employees.
Grants under the 2012 Plan generally vest ratably over a four-year period from the vesting commencement date and expire ten years from the grant date. Original grants under the 2012 Plan were for “common stock”. Pursuant to the Twelfth Amended and Restated Articles of Incorporation authorized in July 2018, all such shares automatically converted to Class B shares of common stock. As of December 31, 2023 and 2022, stock options to purchase of 4,511,074 and 5,436,417 shares of Class B common stock were outstanding with a weighted average exercise price of $27.28 and $27.15 per share, respectively, and no shares were available for future grant. The 2012 Equity Incentive Plan has been canceled but continues to govern outstanding option grants under the 2012 Plan.
2018 Equity Incentive Plan
The 2018 Equity Incentive Plan (the “2018 Plan”) was approved in April 2018. The 2018 Plan became effective upon our initial public offering (“IPO”) and serves as the successor to the 2012 Plan. The 2018 Plan authorizes the award of stock options, restricted stock awards, stock appreciation rights, RSUs, PSUs and stock bonuses. The 2018 Plan provides for the grant
of awards to employees, directors, consultants, independent contractors and advisors provided the consultants, independent contractors, directors and advisors render services not in connection with the offer and sale of securities in a capital-raising transaction. The exercise price of stock options is at least equal to the fair market value of Class A common stock on the date of grant. Grants under the 2018 Plan generally vest ratably over three or four years from the vesting commencement date and expire ten years from the grant date.
The 2018 Plan allows for an annual increase on January 1, of each of 2019 through 2028, by the lesser of (a) four percent (4%) of the number of Class A common stock, Class B common stock (until their automatic conversion to Class A common stock on July 27, 2023), and common stock equivalents (including options, RSUs, warrants and preferred stock on an as-converted basis) issued and outstanding on each December 31 immediately prior to the date of increase, and (b) such number of shares determined by the Board of Directors.
As of December 31, 2023 and 2022, stock options to purchase 2,736,550 and 3,311,892 shares of Class A common stock were outstanding, respectively, with a weighted average exercise price of $10.42 and $10.11 per share, respectively. As of December 31, 2023 and 2022, 9,887,706 and 9,543,386 RSUs that may be settled for Class A common stock, which were granted pursuant to the 2018 Plan, respectively, were outstanding. As of December 31, 2023 and 2022, we had 32,877,906 and 28,340,641 shares reserved for issuance under the 2018 Plan, respectively.
Stock-Based Compensation Expense
The following table summarizes the components of stock-based compensation expense in the consolidated statements of operations (in thousands):
 Years Ended
December 31,
 202320222021
Cost of revenue$17,504 $18,955 $13,811 
Research and development27,620 33,956 20,274 
Sales and marketing16,415 18,651 17,085 
General and administrative25,556 42,404 24,962 
$87,095 $113,966 $76,132 

As of December 31, 2023, and 2022, we capitalized $8.9 million and $6.3 million of stock-based compensation cost, respectively, into inventory, property, plant and equipment and deferred cost of goods sold.
Stock Option and Stock Award Activity
The following table summarizes the stock option activity under our stock plans during the reporting period:
 Outstanding Options
 Number of
Shares		Weighted
Average
Exercise
Price		Remaining
Contractual
Life (Years)		Aggregate
Intrinsic
Value
   (in thousands)
Balances at December 31, 2021
10,737,295 $21.23 5.2$60,304 
Exercised(537,324)7.08 
Forfeited(42,774)6.98 
Expired(1,408,888)30.39 
Balances at December 31, 2022
8,748,309 $20.70 4.6$40,532 
Exercised(525,031)6.76 
Expired(975,654)26.58 
Balances at December 31, 2023
7,247,624 $20.93 3.8$19,446 
Vested and expected to vest at December 31, 2023
7,241,265 20.93 3.819,444 
Exercisable at December 31, 2023
7,230,957 20.96 3.819,321 
Stock Options — During the years ended December 31, 2023, 2022 and 2021, we recognized $0.4 million, $7.1 million and $15.6 million of stock-based compensation costs for stock options, respectively.
We did not grant options in the years ended December 31, 2023, 2022 and 2021.
During the years ended December 31, 2023, 2022 and 2021, the intrinsic value of stock options exercised was $3.6 million, $3.8 million and $28.9 million, respectively.
As of December 31, 2023 and 2022, we had unrecognized compensation costs related to unvested stock options of $0.1 million and $0.4 million, respectively. This cost is expected to be recognized over the remaining weighted-average period of 0.3 years and 0.9 years, respectively. Cash received from stock options exercised totaled $3.6 million, $3.7 million and $79.7 million and for the years ended December 31, 2023, 2022 and 2021, respectively.
A summary of our stock awards activity and related information is as follows:
Number of
Awards
Outstanding		Weighted
Average Grant
Date Fair
Value
Unvested Balance at December 31, 2021
8,367,664 $20.52 
Granted5,395,199 19.74 
Vested(2,957,215)18.14 
Forfeited(1,256,613)21.32 
Unvested Balance at December 31, 2022
9,549,035 $19.99 
Granted6,369,823 17.33 
Vested(4,160,416)19.55 
Forfeited(1,869,101)21.12 
Unvested Balance at December 31, 2023
9,889,341 $18.25 
Stock Awards — The estimated fair value of RSUs and PSUs is based on the fair value of our Class A common stock on the date of grant. For the years ended December 31, 2023, 2022 and 2021, we recognized $71.2 million, $89.4 million and $50.1 million of stock-based compensation costs for stock awards, respectively.
As of December 31, 2023 and 2022, we had $113.5 million and $135.7 million of unrecognized stock-based compensation cost related to unvested stock awards, expected to be recognized over a weighted average period of 2.0 years and 1.9 years, respectively.
Executive Awards
In 2021, the Company granted RSU and PSU awards (the “2021 Executive Awards”) to certain executive staff, other than our Chief Executive Officer, pursuant to the 2018 Plan. The RSUs have time-based vesting schedules. The PSUs consist of annual vesting tranches based on the attainment of performance conditions and assuming continued employment and service through each vesting date. Stock-based compensation costs associated with the 2021 Executive Awards are recognized over the service period as we evaluate the probability of the achievement of the performance conditions.
In 2021, the Company also granted RSU and PSU awards to our Chief Executive Officer pursuant to the 2018 Plan. The RSUs will vest in equal annual installments over five years from the grant date. A portion of the PSUs can be earned based on achieving certain financial performance goals and another portion can be earned based upon achieving certain progressive stock price hurdles. Any shares issued under the PSU awards will be subject to a two-year post-vest holding period in which the award holder will be restricted from selling any shares (net of shares settled for taxes). As of December 31, 2023, the unamortized compensation expense for the RSUs and PSUs was $8.2 million. Actual compensation expense is dependent on the performance of the PSUs that vest based upon a performance condition. We estimated the fair value of the PSUs that vest based on a market condition on the date of grant using a Monte Carlo simulation with the following assumptions: (i) expected volatility of 71.2%, (ii) risk-free interest rate of 1.6%, and (iii) no expected dividend yield.
In 2022, the Company granted RSU and PSU awards (the “2022 Executive Awards”) to certain executive staff, including our Chief Executive Officer, pursuant to the 2018 Plan. The RSUs have time-based vesting schedules. The PSUs consist of three vesting tranches during 2023-2025 with an annual vesting schedule based on the attainment of performance conditions related to fiscal 2022 and assuming continued employment and service through each vesting date. Stock-based compensation costs associated with the 2022 Executive Awards are recognized over the service period. As of December 31, 2023, the unamortized compensation expense for the RSUs and PSUs was $6.2 million. Actual compensation expense is determined by the attained performance condition of the PSUs in fiscal 2022.
On February 15, 2023 and July 11, 2023, the Company granted RSU and PSU awards (the “2023 Executive Awards”) to certain executive staff pursuant to the 2018 Equity Incentive Plan. The RSUs have time-based vesting schedules, started vesting on February 15, 2023 and shall vest over a three year period. The PSUs which started vesting on February 15, 2023 have either a three-year or one-year cliff vesting period, and the PSUs which started vesting on July 11, 2023, cliff vest on February 15, 2024. The PSUs will vest based on a combination of time and achievement against performance metrics targets assuming continued employment and service through each vesting date. Stock-based compensation costs associated with the 2023 Executive Awards are recognized over the service period as we evaluate the probability of the achievement of the performance conditions. As of December 31, 2023, the unamortized compensation expense for the RSUs and PSUs was $7.0 million.
The following table presents the stock activity and the total number of shares available for grant under our stock plans:
 Plan Shares Available
for Grant
  
Balances at December 31, 202124,146,784 
Added to plan8,384,460 
Granted(5,431,930)
Cancelled/Forfeited2,597,990 
Expired(1,356,663)
Balances at December 31, 2022
28,340,641 
Added to plan8,948,255 
Granted(6,290,060)
Cancelled/Forfeited2,774,990 
Expired(895,920)
Balances at December 31, 2023
32,877,906 
2018 Employee Stock Purchase Plan
In April 2018, we adopted the 2018 ESPP. The 2018 ESPP became effective upon our IPO in July 2018. The 2018 ESPP is intended to qualify under Section 423 of the Internal Revenue Code. The aggregate number of our shares that may be issued over the term of our ESPP is 33,333,333 Class A common stock. A total of 3,333,333 shares of our Class A common stock were initially reserved for issuance under the plan. The number of shares reserved for issuance under the 2018 ESPP will increase automatically on the 1st day of January of each of the first nine years following the first offering date by the number of shares equal to one percent (1%) of the total number of Class A common stock, Class B common stock (automatically converted to Class A common stock on July 27, 2023) and common stock equivalents (including options, RSUs, warrants and preferred stock on an as converted basis) issued and outstanding on the immediately preceding December 31 (rounded down to the nearest whole share); provided, that the Board of Directors or the Compensation Committee may in its sole discretion reduce the amount of the increase in any particular year.
The 2018 ESPP allows eligible employees to purchase shares, subject to purchase limits of 2,500 shares during each six month period or $25,000 worth of stock for each calendar year, of our Class A common stock through payroll deductions at a price per share equal to 85% of the lesser of the fair market value of our Class A common stock (i) on the first trading day of the applicable offering date and (ii) the last trading day of each purchase date.
During the years ended December 31, 2023, 2022 and 2021, we recognized $15.5 million, $16.2 million and $7.6 million of stock-based compensation costs for the 2018 ESPP, respectively. We issued 875,695, 759,744 and 1,945,305 shares in the years ended December 31, 2023, 2022 and 2021, respectively. During the years ended December 31, 2023, 2022 and 2021, we added an additional 2,239,563, 12,055,792 and 1,902,572 shares and there were 15,204,584 and 13,840,716 shares available for issuance as of December 31, 2023 and 2022, respectively.
As of December 31, 2023 and 2022, we had $8.8 million and $12.0 million of unrecognized stock-based compensation costs, expected to be recognized over a weighted average period of 0.8 years and 0.6 years and respectively.
We used the following weighted-average assumptions in applying the Black-Scholes valuation model for determination of the 2018 ESPP share valuation:
Years Ended
December 31,
20232022
Risk-free interest rate
4.9%-5.6%
3.1%-3.2%
Expected term (years)
0.5-2
0.5-2
Expected dividend yield——
Expected volatility
54.1%-74.1%
78.0%-88.9%
v3.24.0.1
Portfolio Financings
 12 Months Ended
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Portfolio Financings Portfolio Financings
Overview
We have developed various financing options that enable customers’ use of the Energy Servers through third-party ownership financing arrangements.
In the past, we and our third-party equity investors (together, the “Equity Investors”) contributed funds into a limited liability investment entity (the “Investment Company”) that owns and is parent to the Operating Company (together, the “PPA Entities”). The contributed funds were restricted for use by the Operating Company to the purchase of our Energy Servers manufactured by us in our normal course of operations. All six PPA Entities established in the past utilized their entire available financing capacity and have completed the purchase of their Energy Servers. Any debt incurred by the Operating Companies was non-recourse to us. Under these structures, each Investment Company was treated as a partnership for U.S. federal income tax purposes. Equity Investors received investment tax credits and accelerated tax depreciation benefits.
In June 2022 and November 2022, we sold PPA IIIa and PPA IV, respectively, which were accounted as our consolidated VIEs, as a result of the repowering of the Energy Servers. In August 2023, we paid off the outstanding balance and related accrued interest of the PPA V debt and released related debt service reserve. For details, please see Note 7 — Outstanding Loans and Security Agreements, Non-recourse Debt Facilities section. In August 2023, we sold PPA V, our last consolidated PPA Entity. The other three PPA Entities — PPA II, PPA IIIb and PPA VI — are not considered VIEs.
PPA IIIa Repowering of the Energy Servers
PPA IIIa was established in 2012 and we, through a special purpose subsidiary (the “Project Company”), had previously entered into certain agreements for the purpose of developing, financing, owning, operating, maintaining and managing a portfolio of 9.8 megawatts of the Energy Servers.
On March 31, 2022, we entered into a Membership Interest Purchase Agreement (the “MIPA”) where we bought out the equity interest of the third-party investor, wherein the PPA IIIa became wholly owned by us (the “PPA IIIa Buyout”).
Following the PPA IIIa Buyout and prior to June 14, 2022, we repaid all outstanding debt of the Project Company of $30.6 million, and recognized loss on extinguishment of debt in an amount of $4.2 million, which includes the write-off of the debt discount related to warrants of $1.8 million and a make-whole payment of $2.4 million associated with the debt extinguishment. Refer to Note 7 — Outstanding Loans and Security Agreements, Non-recourse Debt Facilities section.
On June 14, 2022, we sold our 100% interest in the Project Company to the financier through the MIPA. Simultaneously, we entered into an agreement with the Project Company to upgrade the old 9.8 megawatts of the old PPA IIIa Energy Servers by replacing them with the new PPA IIIa Energy Servers and providing related installation services, which was financed by the financier (the “EPC Agreement”). The plan was to remove the old PPA IIIa Energy Servers prior to installing the new PPA IIIa Energy Servers and return the old PPA IIIa Energy Servers to Bloom. We also amended and restated our operations and maintenance agreement with the Project Company to cover all the new PPA IIIa Energy Servers and the old PPA IIIa Energy Servers prior to their upgrade (“the O&M Agreement”). The operations and maintenance fees under the O&M Agreement are paid on a fixed dollar per kilowatt basis.
Certain power purchase agreements within the PPA IIIa portfolio were classified as sales-type leases under ASC 840, while some were classified as operating leases. We elected the practical expedient package with the adoption of ASC 842, which allowed us to carry forward the lease classification upon adoption of ASC 842 on January 1, 2020. The leases were modified prior to the sale of PPA IIIa to the financier. Such modified leases were reassessed and determined to not be leases under ASC 842 because customers have no control over the identified assets. Accordingly, on the date of modification, the customer financing receivables were derecognized and recognized as property, plant, and equipment (the “PPA IIIa PP&E”).
Due to our repurchase option on the old PPA IIIa Energy Servers, we concluded there was no transfer of control of the old PPA IIIa Energy Servers upon sale of the membership interest to the financier. Accordingly, we continued to recognize the old PPA IIIa Energy Servers, despite the legal ownership of such assets under the MIPA. Upon reclassification of the lease assets to property, plant and equipment, net, we assessed the recorded assets for impairment. The carrying amount of the PPA IIIa PP&E was determined to be not recoverable as the net undiscounted cash flows were less than the carrying amounts for PPA IIIa PP&E. Therefore, we recognized the asset impairment charge as electricity cost, consistent with depreciation expense classification for property, plant and equipment under leases.
The PPA IIIa Upgrade was complete in the fourth quarter of fiscal 2022. It resulted in the following summarized impacts on our consolidated statements of operations for the year ended December 31, 2023: (i) service revenue recognized of $3.5 million related to the O&M Agreements, (ii) installation revenue recognized of $0.4 million, and (iii) cost of installation revenue of $0.1 million. The PPA IIIa Upgrade had the following impacts on our consolidated statements of operations for the year ended December 31, 2022: (i) product, installation and service revenue recognized of $49.8 million, $4.6 million, and $0.7 million, respectively, as a result of the sale of the new PPA IIIa Energy Servers; (ii) cost of electricity revenue of $45.0 million, including the impairment of the old PPA IIIa Energy Servers of $44.8 million and accelerated depreciation of $0.2 million prior to the completion of installation; (iii) cost of product and installation revenue of $21.8 million and $3.2 million, respectively, due to the sale of the new PPA IIIa Energy Servers; and (iv) $4.2 million of loss on extinguishment of debt.
Impacts on our consolidated statements of cash flows for the year ended December 31, 2022, are summarized as follows: net cash provided by financing activities decreased by $32.6 million due to the repayment of debt of $30.2 million and cash fee of $2.4 million associated with debt extinguishment. There was no impact on cash flows from financing activities for the year ended December 31, 2023.
PPA IV Repowering of the Energy Servers
PPA IV was established in 2014 and we, through the Project Company, had previously entered into certain agreements for the purpose of developing, financing, owning, operating, maintaining and managing a portfolio of 19.3 megawatts of the Energy Servers.
On November 2, 2022, we entered into the MIPA where we bought out the equity interest of the third-party investor for $4.0 million, wherein the PPA IV became wholly owned by us (the “PPA IV Buyout”).
Following the PPA IV Buyout and prior to November 22, 2022, we repaid all outstanding debt of the Project Company of $70.9 million and recognized a loss on extinguishment of debt in an amount of $4.7 million, which includes the write-off of the debt discount of $0.6 million and a make-whole payment of $4.1 million associated with the debt extinguishment. Refer to Note 7 — Outstanding Loans and Security Agreements, Non-recourse Debt Facilities section.
On November 22, 2022, we sold our 100% interest in the Project Company to the financier through the MIPA. Simultaneously, we entered into an agreement with the Project Company to upgrade the 19.3 megawatts of the old PPA IV Energy Servers by replacing them with the new PPA IV Energy Servers and providing related installation services, which was financed by the financier under the EPC Agreement. The old PPA IV Energy Servers were be removed prior to installing the new PPA IV Energy Servers, whereby upon completion of installation the old PPA IV Energy Servers are returned to Bloom. We also amended and restated our O&M Agreement with the Project Company to cover all the new PPA IV Energy Servers and the old PPA IV Energy Servers prior to their upgrade. The operations and maintenance fees under the O&M Agreement are paid on a fixed dollar per kilowatt basis.
The power purchase agreements within the PPA IV portfolio were classified as operating leases under ASC 840. We elected the practical expedient package with the adoption of ASC 842, which allowed us to carry forward the lease classification upon adoption of ASC 842 on January 1, 2020. The leases were modified prior to the sale of PPA IV to the financier. Such modified leases were reassessed and determined to not be leases under ASC 842 because customers have no
control over the identified assets. Accordingly, on the date of modification, the operating leases were recognized as property, plant, and equipment (the “PPA IV PP&E”).
Due to our repurchase option on the old PPA IV Energy Servers, we concluded there was no transfer of control of the old PPA IV Energy Servers upon sale of the membership interest to the financier. Accordingly, we continued to recognize the old PPA IV Energy Servers, despite the legal ownership of such assets under the MIPA. We assessed the recorded assets for impairment. The carrying amount of the PPA IV PP&E was determined to be not recoverable as the net undiscounted cash flows are less than the carrying amounts for the PPA IV PP&E. Therefore, we recognized the asset impairment charge as electricity cost, consistent with depreciation expense classification for property, plant and equipment under leases.
The PPA IV Upgrade was substantially complete as of December 31, 2023. The Upgrade resulted in the following summarized impacts on our consolidated statements of operations for the year ended December 31, 2023: (i) installation revenue recognized of $10.0 million, (ii) service revenue recognized of $1.8 million related to the O&M Agreements, (iii) electricity revenue recognized of $6.1 million (iv) product revenue decreased by $3.4 million due to the revenue adjustment, (v) cost of installation revenue of $6.6 million, and (vi) cost of product revenue of $0.1 million. The PPA IV Upgrade had the following impacts on our consolidated statements of operations for the year ended December 31, 2022: (i) product and electricity revenue recognized of $102.3 million and $1.4 million, respectively, as a result of the sale of new Energy Servers; (ii) cost of electricity revenue of $64.3 million, including the impairment of old Energy Servers of $64.0 million and accelerated depreciation of $0.3 million prior to the completion of installation; (iii) cost of product revenue of $37.4 million, due to the sale of the new PPA IV Energy Servers; (iv) general and administrative expenses of $4.7 million primarily due to the impairment of prepaid insurance, and; (v) $4.7 million of loss on extinguishment of debt.
As a result of the equity interest buyout from the third-party investor, noncontrolling interest related to PPA IV of $23.7 million was eliminated and recorded as part of additional paid-in capital in our consolidated statements of stockholders’ equity (deficit).
Impacts on our consolidated statements of cash flows for the year ended December 31, 2022, are summarized as follows: net cash provided by financing activities decreased by $74.6 million due to the repayment of debt of $70.5 million and cash fee of $4.1 million associated with debt extinguishment. There was no impact on cash flows from financing activities for the year ended December 31, 2023.
PPA V Interest Buyout
On November 2, 2022, we acquired all of Constellation Energy Generation, LLC’s (“Constellation”) interest in PPA V (the “2022 PPA V Buyout”), as set forth in the Purchase and Sale Agreement. The aggregate purchase price of the transaction amounted to $8.0 million. After the acquisition our interest in PPA V increased from 10% to 70%.
On August 10, 2023, we acquired all of Solar TC Corp’s (“Intel”) interest in PPA V, as set forth in the Purchase and Sale Agreement (the “2023 PPA V Buyout”). The aggregate purchase price of the transaction amounted to $6.9 million. After the acquisition, PPA V became wholly owned by us.
The changes in our ownership interest in PPA V were accounted for as equity transactions in accordance with ASC 810, Consolidations (“ASC 810”). The carrying amounts of the noncontrolling interest were eliminated to reflect the changes in our ownership interest in PPA V, and the differences between the fair values of the considerations paid and the carrying amounts of the noncontrolling interest immediately prior to the 2022 PPA V Buyout on November 2, 2022 and immediately prior to the 2023 PPA V Buyout on August 10, 2023 of $48.1 million and $11.5 million, respectively, were recognized as additional paid-in capital in our consolidated statements of stockholders’ equity (deficit).
PPA V Repowering of the Energy Servers
PPA V was established in 2015 and we, through the Project Company, had previously entered into certain agreements for the purpose of developing, financing, owning, operating, maintaining and managing a portfolio of 37.1 megawatts of the Energy Servers.
On August 24, 2023, we entered into the MIPA with the financier. Following the 2023 PPA V Buyout and prior to signing the MIPA, we repaid all of the outstanding debt of the Project Company of $119.0 million, including accrued interest of $0.5 million, and recognized a loss on extinguishment of debt in an amount of $1.4 million, represented in its entirety by the derecognition of the related debt issuance costs. Refer to Note 7 — Outstanding Loans and Security Agreements, Non-recourse Debt Facilities section.
On August 25, 2023, we sold our 100% interest in the Project Company to the financier through the MIPA. Simultaneously, we entered into an agreement with the Project Company to upgrade the 37.1 megawatts of the old PPA V Energy Servers by replacing them with the new PPA V Energy Servers and to provide related installation services, which was financed by the financier (i.e., EPC Agreement). We also amended and restated our O&M Agreement with the Project Company to cover all the new PPA V Energy Servers and the old PPA V Energy Servers prior to their upgrade. The operations and maintenance fees under the O&M Agreement are paid on a fixed dollar per kilowatt basis.
Due to our repurchase option on the old PPA V Energy Servers, we concluded there was no transfer of control of the old PPA V Energy Servers upon sale of the membership interest to the financier. Accordingly, we continued to recognize the old PPA Energy Servers, despite the legal ownership of such assets having been transferred under the MIPA. We assessed the recorded assets for impairment. The carrying amount of the PPA V property, plant and equipment was determined to be not recoverable as the net undiscounted cash flows were less than the carrying amounts for PPA V property. plant and equipment. Therefore, we recognized the asset impairment charge as electricity cost, consistent with our depreciation expense classification for property, plant and equipment under leases.
The PPA V Upgrade was complete in the first quarter of fiscal 2024, and resulted in the following summarized impacts on our consolidated statements of operations for the year ended December 31, 2023: (i) product revenue and installation revenue recognized of $176.2 million and $14.8 million, respectively, as a result of the sale of the new PPA V Energy Servers; (ii) electricity revenue recognized of $6.1 million related to the old PPA V Energy Servers and the release of deferred incentive revenue of $5.0 million, (iii) service revenue recognized of $2.6 million related to the O&M Agreements (iv) cost of electricity revenue of $125.6 million, primarily including the impairment of the old PPA V Energy Servers of $123.7 million and accelerated depreciation of $0.4 million prior to the completion of installation; (v) cost of product revenue and cost of installation revenue of $75.3 million and $13.2 million, respectively, due to the sale of the new PPA V Energy Servers; (vi) general and administrative expenses of $6.4 million due to the impairment of non-recoverable production insurance; (vii) loss on extinguishment of debt of $1.4 million, (viii) interest expense of $0.3 million, and (ix) net loss attributable to noncontrolling interest of $1.0 million.
Impacts on our consolidated statements of cash flows for the year ended December 31, 2023, are summarized as follows: net cash provided by financing activities decreased by $118.5 million due to the repayment of debt related to PPA V, and acquisition of all of interest in PPA V from Intel for $6.9 million net of distributions to Intel’s noncontrolling interest of $2.3 million.
PPA Entity’s Activities Summary
The table below shows the details of the one Investment Company VIEs that was active during the year ended December 31, 2023 and its cumulative activities from inception to the years indicated (dollars in thousands):
PPA V
Overview:
Maximum size of installation (in megawatts)40
Installed size (in megawatts)37
Term of power purchase agreements (in years)15
First system installedJun-15
Last system installedDec-16
Initial income (loss) and tax benefits allocation to Equity Investor99%
Initial cash allocation to Equity Investor90%
Income (loss), tax and cash allocations to Equity Investor after the flip dateNo flip
Equity Investors1
Constellation2 and Intel
Company cash contributions$27,932 
Equity Investor cash contributions227,344 
Debt financing131,237 
Activity as of December 31, 2023:
Distributions to Equity Investor227,344 
Debt repayment—principal267,226 
Activity as of December 31, 2022:
Distributions to Equity Investor30,786 
Debt repayment—principal139,795 
Activity as of December 31, 2021:
Distributions to Equity Investor26,601 
Debt repayment—principal132,587 
1 Investor names represent ultimate parents of subsidiary financing the project. Bloom purchased the equity interest in PPA V from Equity Investors in fiscal 2022 and 2023. Refer to the sections entitled PPA V Interest Buyout and PPA V Repowering of the Energy Servers for further details.
2 Formerly known as Exelon Corporation.
PPA Entity’s Aggregate Assets and Liabilities
Generally, the assets of an operating company owned by an Investment Company can be used to settle only the operating company obligations, and the operating company creditors do not have recourse to us. The following were the aggregate carrying values of our VIE’s assets and liabilities in our consolidated balance sheets, after eliminations of intercompany transactions and balances, including PPA V in the PPA V transaction as of December 31, 2022 (in thousands):

December 31,
2022
Assets
Current assets:
Cash and cash equivalents$5,008 
Restricted cash550 
Accounts receivable2,072 
Prepaid expenses and other current assets1,927 
Total current assets9,557 
Property and equipment, net133,285 
Restricted cash8,000 
Other long-term assets1,869 
Total assets$152,711 
Liabilities
Current liabilities:
Accrued expenses and other current liabilities$1,037 
Deferred revenue and customer deposits662 
Non-recourse debt13,307 
Total current liabilities15,006 
Deferred revenue and customer deposits4,748 
Non-recourse debt112,480 
Total liabilities$132,234 
Before the sale on August 24, 2023, we consolidated PPA V as a VIE in the PPA V transaction, as we had determined that we were the primary beneficiary of this VIE. PPA V contained debt that was non-recourse to us and owned the Energy Server assets for which we did not have title.
v3.24.0.1
Related Party Transactions
 12 Months Ended
Dec. 31, 2023
Related Party Transactions [Abstract]  
Related Party Transactions Related Party Transactions
On September 23, 2023, all 13,491,701 shares of the Series B RCPS (i.e., the Second Tranche Shares) were automatically converted into shares of our Class A common stock. For more information on the Second Tranche Closing, see Note 17 — SK ecoplant Strategic Investment. Consequently, SK ecoplant became a principal owner of an aggregate of 23,491,701 shares of our Class A common stock, including (i) 10,000,000 shares held with sole voting and investment power (as a result of the conversion of 10,000,000 shares of our Series A RCPS into 10,000,000 shares of our Class A common stock on November 8, 2022) and (ii) 13,491,701 shares held with shared voting and investing power with Econovation LLC, 51.67% and 48.33% of which is owned by SK ecoplant and Blooming Green Energy, respectively, as the assignee of the Second Tranche Shares. SK ecoplant is considered to be a related party as of September 23, 2023, and became entitled to nominate a member to the Board of Directors of Bloom. As of December 31, 2023, SK ecoplant’s beneficial ownership of our Class A common stock represents 10.5% of our outstanding Class A common stock.
Our operations included the following related party transactions (in thousands):
 Years Ended
December 31,
 202320222021
Total revenue from related parties1
$487,240 $36,281 $16,038 
Cost of product revenue2
133 — — 
General and administrative expenses3
812 — — 
Interest expense4
84 — — 
1 Includes revenue from SK ecoplant for the year ended December 31, 2023, which became a related party on September 23, 2023, however we had transactions with SK ecoplant in prior periods (see Note 17 — SK ecoplant Strategic Investment). Revenue from related parties for the years ended December 31, 2022 and 2021 relate to Korean JV in its entirety.
2 Includes expenses billed by SK ecoplant to Korean JV for headcount support, maintenance and other services.
3 $0.6 million relate to rent expenses per operating lease agreements entered between Korean JV and SK ecoplant, $0.2 million relate to miscellaneous expenses billed by SK ecoplant to Korean JV.
4 Interest expense per two term loans entered between Korean JV and SK ecoplant in fiscal 2023 (see Note 7 — Outstanding Loans and Security Agreements).
Below is the summary of outstanding related party balances as of December 31, 2023 and December 31, 2022 (in thousands):
 December 31,
20232022
   
Accounts receivable$262,031 $4,257 
Contract assets
6,872 — 
Deferred cost of revenue, current
875 — 
Prepaid expenses and other current assets (Note 17)
2,257 — 
Operating lease right-of-use assets1
2,031 — 
Other long-term assets (Note 17)
9,069 — 
Accounts payable77 — 
Accrued expenses and other current liabilities3,427 — 
Deferred revenue and customer deposits, current
1,707 — 
Operating lease liabilities, current1
440 — 
Deferred revenue and customer deposits, long-term
6,709 — 
Operating lease liabilities, non-current1
1,617 — 
Non-recourse debt2 (Note 7)
4,627 — 
1 Balances relate to operating leases entered between Korean JV and SK ecoplant.
2 Represent the total balance of two term loans entered between Korean JV and SK ecoplant in fiscal 2023 (see Note 7 — Outstanding Loans and Security Agreements).
Bloom Energy Japan Limited
In May 2013, we entered into a joint venture with Softbank Corp. (“Softbank”), which was accounted for as an equity method investment. Under this arrangement, we sold the Energy Servers and provided maintenance services to the joint venture. On July 1, 2021 (the “BEJ Closing Date”), we acquired Softbank’s 50% interest in the joint venture for a cash payment of $2.0 million and subject to a $3.6 million earn out. As of the BEJ Closing Date, Bloom Energy Japan Limited (“Bloom Energy Japan”) is no longer considered a related party. For the year ended December 31, 2021 we recognized related party revenue of $1.6 million.
SK ecoplant Joint Venture and Strategic Partnership
In September 2019, we entered into a joint venture agreement with SK ecoplant to establish a light-assembly facility in the Republic of Korea for sales of certain portions of our Energy Servers for the stationary utility and commercial and industrial market in the Republic of Korea. Based on the expanded relationship between us and SK ecoplant, the joint venture in 2022 and 2023 was further extended. The joint venture is a VIE of Bloom and we consolidate it in our financial statements as we are the primary beneficiary and therefore have the power to direct activities which are most significant to the joint venture. For the years ended December 31, 2023, 2022 and 2021, we recognized related party revenue of $37.3 million, $36.3 million and $14.5 million, respectively. As of December 31, 2023 and 2022, we had outstanding accounts receivable of $19.6 million and $4.3 million, respectively.
For additional information, see Note 17 — SK ecoplant Strategic Investment.
v3.24.0.1
Restructuring
 12 Months Ended
Dec. 31, 2023
Restructuring and Related Activities [Abstract]  
Restructuring Restructuring
In September 2023, as a result of a review of current strategic priorities and resource allocation, we approved the Restructuring Plan intended to realign our operational focus to support our multi-year growth, scale the business, and improve our cost structure and operating margins. The Restructuring Plan included (i) an optimization of our workforce across multiple functions, (ii) a relocation of our Repair & Overhaul (“R&O”) department from our manufacturing and warehousing facility in Newark, Delaware, to Mexico, and (iii) a closure of a manufacturing, warehousing, research and development (“R&D”) facility in Sunnyvale, California (i.e., facility closure). We began executing the Restructuring Plan in September 2023 and expect these efforts to continue in subsequent quarters. The restructuring activities are expected to be completed in the first half of fiscal 2024, subject to local law and consultation requirements, as well as our business needs.
The determination of when we accrue for involuntary termination benefits under restructuring plans depends on whether the termination benefits are provided under an ongoing benefit arrangement or under a one-time benefit arrangement. We account for one-time benefit arrangements in accordance with ASC 420, Exit or Disposal Cost Obligations (“ASC 420”) and account for ongoing benefit arrangements in accordance with ASC 712, Nonretirement Postemployment Benefits. For involuntary termination benefits that are not provided under the terms of an ongoing benefit arrangement, the liability for the current fair value of expected future costs associated with a management-approved restructuring plan is recognized in the period in which the plan is communicated to the employees and the plan is not expected to change significantly. For ongoing benefit arrangements, inclusive of statutory requirements, employee termination costs are accrued when the existing situation or set of circumstances indicates that an obligation has been incurred, it is probable the benefits will be paid, and the amount can be reasonably estimated. The restructuring charges that have been incurred but not yet paid are recorded in accrued expenses and other current liabilities in our consolidated balance sheets, as they are expected to be settled within the next twelve months. Other costs associated with restructuring or exit activities may include contract termination costs, relocation costs and impairments of long-lived assets, which are expensed in accordance with ASC 420 and ASC 360, Property, Plant and Equipment.
According to the Restructuring Plan, 74 full-time employees and 48 contractors were separated from the Company in September 2023. An additional 71 full-time employees and 8 contractors separated from the Company in October 2023. Both full-time employees and contractors who were impacted by the restructuring were eligible to receive severance benefits.
On October 28, 2023, we communicated to additional 61 full-time employees about their forthcoming separation from the Company on January 2, 2024. These employees are sent on paid leave from the communication date through January 2, 2024, and are eligible for one-time employee termination benefits represented by the base salary they earn through the term of the leave.
In fiscal 2023, we incurred $9.3 million in restructuring costs recorded as severance expenses of $5.3 million, facility closure costs of $2.6 million, and other restructuring costs of $1.4 million. We expect to incur another $7.6 million in restructuring costs in subsequent quarters, out of which we expect $3.5 million will relate to relocation costs, $3.3 million will relate to the facility closure costs, and $0.8 million will relate to other one-time employee termination benefits. However, the actual timing and amount of costs associated with these restructuring actions may differ from our current expectations and estimates and such differences may be material.
The following table presents our current liability as accrued for restructuring charges on our consolidated balance sheets. The table sets forth an analysis of the components of the restructuring charges and payments made against the accrual for the year ended December 31, 2023 (in thousands):
 
Year Ended December 31, 2023
Facility Closure
Severance
Other
Total
Balance at December 31, 2022
$— $— $— $— 
Restructuring accruals
2,611 5,306 1,249 9,166 
Payments
(34)(4,842)(497)(5,373)
Balance at December 31, 2023
$2,577 $464 $752 $3,793 
Facility closure costs recorded in fiscal 2023 in accordance with ASC 420 related to the closure of a manufacturing, warehousing, R&D facility in Sunnyvale, California, which is planned to be consolidated with our manufacturing facility in Fremont, California. At December 31, 2023, $2.6 million of accrued facility closure costs were included in accrued expenses and other current liabilities in our consolidated balance sheets.
Severance expense recorded in fiscal 2023 in accordance with ASC 420 was a result of the separation of 145 full-time employees and 56 contractors associated with the Restructuring Plan. At December 31, 2023, $0.5 million of accrued severance-related costs were included in accrued expenses and other current liabilities in our consolidated balance sheets.
Other costs are represented by (1) $0.2 million of performance bonuses, (2) $0.2 million of stock-based compensation expense, and (3) $1.0 million of other one-time employee termination benefits. On December 31, 2023, $0.8 million of accrued other costs were included in accrued expenses and other current liabilities in our consolidated balance sheets, respectively.
The following table summarizes restructuring costs included in the accompanying consolidated statements of operations (in thousands):
 
Year Ended December 31, 2023
Cost of product revenue
$2,976 
Cost of installation revenue
71 
Cost of service revenue
521 
Operating expenses:
Research and development1,609 
Sales and marketing
1,679 
General and administrative2,467 
Total
$9,323 
v3.24.0.1
Commitments and Contingencies
 12 Months Ended
Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
Commitments
Purchase Commitments with Suppliers and Contract Manufacturers — In order to reduce manufacturing lead-times for an adequate supply of inventories, we have agreements with our component suppliers and contract manufacturers to allow long lead-time component inventory procurement based on a rolling production forecast. We are contractually obligated to purchase long lead-time component inventory procured by certain manufacturers in accordance with our forecasts. We can generally give notice of order cancellation at least 90 days prior to the delivery date. However, we occasionally issue purchase orders to our component suppliers and third-party manufacturers that may not be cancellable. As of December 31, 2023 and December 31,
2022, we had no material open purchase orders with our component suppliers and third-party manufacturers that are not cancellable.
Performance Guarantees — We guarantee the performance of the Energy Servers at certain levels of output and efficiency to our customers over the contractual term. We monitor the need for any accruals arising from such guaranties, which are calculated as the difference between committed and actual power output or between natural gas consumption at warranted efficiency levels and actual consumption, multiplied by the contractual rates with the customer. Amounts payable under these guaranties are accrued in periods when the guaranties are not met and are recorded as service revenue in the consolidated statements of operations. We paid $25.9 million and $12.1 million for the years ended December 31, 2023 and 2022, respectively, for such performance guarantees.
Letters of Credit — In 2019, pursuant to the PPA II upgrade of the Energy Servers, we agreed to indemnify our financing partner for losses that may be incurred in the event of certain regulatory, legal or legislative developments and established a cash-collateralized letter of credit facility for this purpose. As of December 31, 2023 and December 31, 2022, the balance of this cash-collateralized letter of credit was $40.4 million and $69.1 million, respectively.
In August 2023, as part of the PPA V Upgrade, the debt service reserve of $8.6 million was reclassified from restricted cash to cash and cash equivalents at the time of repayment of the 3.04% Senior Secured Notes due June 2031. For additional information, please see Note 7 – Outstanding Loans and Security Agreements and Note 10 – Portfolio Financings. The restricted cash held in PPA V as of December 31, 2022, was $8.6 million.
In addition, we have other outstanding letters of credit issued to our customers and other counterparties in the U.S. and international locations under different performance and financial obligations. These letters of credit are collateralized through cash deposited in the controlled bank accounts with the issuing banks and are classified as restricted cash in our consolidated balance sheets. In September 2023, we canceled certain existing cash-collateralized letters of credit with an approximate value of $60.4 million issued to our customers in the Republic of Korea under long-term service agreements and replaced them with surety bonds on a non-collateralized basis. As of December 31, 2023 and December 31, 2022, the balances of the cash-collateralized letters of credit issued to our customers and other counterparties in the U.S. and international locations were $32.6 million and $84.3 million, respectively.
Pledged Funds — In 2019, pursuant to the PPA IIIb upgrade of the Energy Servers, we established a restricted cash fund of $20.0 million, which had been pledged for a seven-year period to secure our operations and maintenance obligations with respect to the totality of our obligations to the financier. All or a portion of such funds would be released if we meet certain credit rating and/or market capitalization milestones prior to the end of the pledge period. If we do not meet the required criteria within the first five-year period, the funds would still be released to us over the following two years as long as the Energy Servers continue to perform in compliance with our warranty obligations. As of December 31, 2023 and December 31, 2022, the balance of the restricted cash fund was $7.6 million and $7.9 million, respectively.
Contingencies
Indemnification Agreements — We enter into standard indemnification agreements with our customers and certain other business partners in the ordinary course of business. Our exposure under these agreements is unknown because it involves future claims that may be made against us but have not yet been made. To date, we have not paid any claims or been required to defend any action related to our indemnification obligations. However, we may record charges in the future as a result of these indemnification obligations.
Delaware Economic Development Authority — In March 2012, we entered into an agreement with the Delaware Economic Development Authority to provide a grant of $16.5 million to us as an incentive to establish a new manufacturing facility in Delaware and to provide employment for full time workers at the facility over a certain period of time. The approved grant consisted of two components — a performance grant of $12.0 million that was received in 2012-2013 and was tied to total compensation paid to full time workers, and a supplier incentive grant of $4.5 million that we would have received if we had employed 900 full time employees by pre-established dates. We forfeited the entire $4.5 million supplier incentive component of the grant. We forfeited and repaid two portions of the performance grant based on our achievement of one out of three milestones for the total compensation paid to full time workers, as follows:
■$108 million in total compensation over the four-year period ended September 30, 2017, which we did not meet, requiring us to repay $1.5 million of the grant,
■$144 million in total compensation over the four-year period ended September 30, 2021, which we did not meet, requiring us to repay $1.0 million of the grant, and
■$72 million in total compensation over the two-year period ended September 30, 2023, which we met, so no repayment was required.
We account for grants by analogizing to the grant accounting model under IAS 20, Accounting for Government Grants and Disclosure of Government Assistance. We recognize grant funding with conditions as a reduction of expenses the related costs for which the grant is intended to compensate in the period during which the related qualifying expenses are incurred and as the grant conditions are fulfilled. Any amount received in advance of fulfilling such conditions is recorded in accrued expenses and other current liabilities in our consolidated balance sheets, if the conditions are expected to be met within the next twelve months, and in other long-term liabilities in our consolidated balance sheets, if the conditions are expected to be met in more than twelve-month period.
As of December 31, 2022, we recorded $9.5 million of grant related liability in accrued expenses and other current liabilities for future repayment of the grant. As of September 30, 2023, we concluded there was reasonable assurance that we had met the grant requirements, and $9.5 million was recognized in the consolidated statements of operations as a reduction in (i) cost of product revenue of $5.3 million, (ii) cost of service revenue of $2.9 million, (iii) general and administrative expenses of $0.6 million, (iv) research and development expenses of $0.5 million, and (v) sales and marketing expenses of $0.2 million for the year ended December 31, 2023.
Investment Tax Credits — Our Energy Servers are eligible for federal ITCs that accrued to qualified property under Internal Revenue Code Section 48 when placed into service. However, the ITC program has operational criteria that extend for five years. If the energy property is disposed of or otherwise ceases to be qualified investment credit property before the close of the five-year recapture period is fulfilled, it could result in a partial reduction of the incentives.
Legal Matters — We are involved in various legal proceedings that arise in the ordinary course of business. We review all legal matters at least quarterly and assess whether an accrual for loss contingencies needs to be recorded. We record an accrual for loss contingencies when management believes that it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Legal matters are subject to uncertainties and are inherently unpredictable, so the actual liability in any such matter may be materially different from our estimates. If an unfavorable resolution were to occur, there exists the possibility of a material adverse impact on our consolidated financial condition, results of operations or cash flows for the period in which the resolution occurs or in future periods.
In March 2019, the Lincolnshire Police Pension Fund filed a class action complaint in the Superior Court of the State of California, County of Santa Clara, against us, certain members of our senior management, certain of our directors and the underwriters in our July 25, 2018 IPO alleging violations under Sections 11 and 15 of the Securities Act for alleged misleading statements or omissions in our Registration Statement on Form S-1 filed with the SEC in connection with the IPO. Two related class action cases were subsequently filed in the Santa Clara County Superior Court against the same defendants containing the same allegations; Rodriquez vs Bloom Energy et al. was filed on April 22, 2019 and Evans vs Bloom Energy et al. was filed on May 7, 2019. These cases have been consolidated. Plaintiffs’ consolidated amended complaint was filed with the court on September 12, 2019. On October 4, 2019, defendants moved to stay the lawsuit pending the federal district court action discussed below. On December 7, 2019, the Superior Court issued an order staying the action through resolution of the parallel federal litigation mentioned below. We believe the complaint to be without merit and in contravention of our forum selection clause in our Restated Certificate of Incorporation and we intend to defend this action vigorously. We are unable to estimate any range of reasonably possible losses.
In May 2019, Elissa Roberts filed a class action complaint in the federal district court for the Northern District of California against us, certain members of our senior management team, and certain of our directors’ alleging violations under Sections 11 and 15 of the Securities Act for alleged misleading statements or omissions in our Registration Statement on Form S-1 filed with the SEC in connection with the IPO. On September 3, 2019, the court appointed a lead plaintiff and lead plaintiffs’ counsel. On November 4, 2019, plaintiffs filed an amended complaint adding the underwriters in the IPO and our auditor as defendants for the Section 11 claim, as well as adding claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), against us, and certain members of our senior management team. The amended complaint alleged a class period for all claims from the time of our IPO until September 16, 2019. On April 21, 2020, plaintiffs filed a second amended complaint, which continued to make the same claims and added allegations pertaining to the restatement and, as to claims under the Exchange Act, extended the putative class period through February 12, 2020. On July 1, 2020, we and the other defendants filed motions to dismiss the second amended complaint. On September 29, 2021, the court entered an order dismissing with leave to amend (1) five of seven statements or groups of statements alleged to violate Sections
11 and 15 of the Securities Act and (2) all allegations under the Exchange Act. All allegations against our auditors were also dismissed. Plaintiffs elected not to amend the complaint and instead on October 22, 2021 filed a motion for entry of final judgment in favor of our auditors so that plaintiffs could appeal the dismissal of those claims. The court denied that motion on December 1, 2021 and in response plaintiffs filed a motion asking the court to certify an interlocutory appeal as to the accounting claims. The court denied plaintiffs’ motion on April 14, 2022. The claims for violation of Sections 11 and 15 of the Securities Act that were not dismissed by the court entered the discovery phase.
On January 6, 2023, Bloom and the plaintiffs’ entered into an agreement in principle to settle the claims against Bloom, its executives and directors, and the IPO underwriters for a payment of $3 million, which we expect to be funded entirely by our insurers. If the settlement becomes effective, we expect it to result in a dismissal with prejudice of all claims against us, our executives and directors, and the underwriters. The settlement does not constitute an acknowledgement of liability or wrongdoing. On June 30, 2023, Bloom and the plaintiff’s executed a definitive settlement agreement containing the foregoing terms and customary terms for class action settlements, and on the same date, filed the settlement agreement with the court to seek its approval. The judge issued a preliminary approval of the settlement on October 31, 2023. Notice of the settlement together with requested Plaintiff attorney fees has been sent to the defined class of Bloom stockholders and a final fairness hearing on May 2, 2024 will occur before the settlement is final.
In June 2021, we filed a petition for writ of mandate and a complaint for declaratory and injunctive relief in the Santa Clara Superior Court against the City of Santa Clara for failure to issue building permits for two of our customer installations and asking the court to require the City of Santa Clara to process and issue the building permits. In October 2021, we filed an amended petition and complaint that asserts additional constitutional and tort claims based on the City’s failure to timely issue the Energy Server permits. Discovery has commenced and we are aggressively pursuing all claims. On February 4, 2022, the City of Santa Clara filed a demurrer seeking to dismiss all of the Company’s claims. The trial judge rejected the demurrer on all claims except one, and allowed Bloom to leave to amend that claim. The second amended petition was filed on July 5, 2022. The City of Santa Clara demurred only to the amended cause of action seeking damages for tortious conduct. The trial judge granted that demurrer and struck the tort claim on October 27, 2022; the writ of mandate and constitutional claims were allowed to proceed. The parties are currently briefing the writ of mandate claims which seek immediate issuance of the building permits. On April 21, 2023, the parties executed a settlement agreement which allows our two pending customer installations to proceed under building permits and requires the City of Santa Clara to amend its zoning code so that future installations of Bloom Energy Servers in Santa Clara require only building permits.
In February 2022, Plansee SE/Global Tungsten & Powders Corp. (“Plansee/GTP”), a former supplier, filed a request for expedited arbitration with the World Intellectual Property Organization Arbitration and Mediation Center in Geneva Switzerland (“WIPO”), for various claims allegedly in relation to an Intellectual Property and Confidential Disclosure Agreement between Plansee/GTP and Bloom Energy Corporation. Plansee/GTP’s statement of claims includes allegations of infringement of U.S. Patent Nos. 8,802,328, 8,753,785 and 9,434,003. On April 3, 2022, we filed a complaint against Plansee/GTP in the Eastern District of Texas to address the dispute between Plansee/GTP and Bloom Energy Corporation in a proper forum before a U.S. Federal District Court. Our complaint seeks the correction of inventorship of U.S. Patent Nos. 8,802,328, 8,753,785 and 9,434,003 (the “Patents-in-Suit”); declaratory judgment of invalidity, unenforceability, and non-infringement of the Patents-in-Suit; and declaratory judgment of no misappropriation. Further, our complaint seeks to recover damages we have suffered in relation to Plansee/GTP’s business dealings that, as alleged, constitute acts of unfair competition, tortious interference contract, breach of contract, violations of the Racketeer Influenced and Corrupt Organizations (RICO) Act and violations of the Clayton Antitrust Act. On June 9, 2022, Plansee/GTP filed a motion to dismiss the complaint filed in the Eastern District of Texas and compel arbitration (or alternatively to stay). We filed our opposition on June 30, 2022, Plansee/GTP filed its reply on July 14, 2022 and we filed our sur-reply on July 22, 2022. On February 9, 2023, Magistrate Judge Payne issued a report and recommendation to stay the district court action pending an arbitrability determination by the arbitrator for each claim.
On February 23, 2023, we filed an amended complaint adding additional causes of action and filed objections to the Magistrate’s report and recommendation. On April 26, 2023, Judge Gilstrap overruled our objections to the Magistrate’s report and recommendation and stayed the district court action pending arbitrability determinations by the arbitrator in the WIPO proceeding. The arbitration had been held in abeyance awaiting the decision of the Eastern District of Texas. A hearing by the arbitrator in WIPO on arbitrability took place on June 27, 2023. On October 2, 2023, the arbitrator in the WIPO proceeding issued a ruling concluding that all the parties’ claims were arbitrable. On November 18, 2023, the arbitrator bifurcated the arbitration into a first phase that will focus on Bloom’s claims directed to improper inventorship of the Patents-in-Suit and Bloom’s defective product claims. Briefing on the first phase will take place throughout 2024 with a potential evidentiary hearing to be scheduled in 2025. We are unable to predict the ultimate outcome of the arbitration at this time.
v3.24.0.1
Segment Information
 12 Months Ended
Dec. 31, 2023
Segment Reporting [Abstract]  
Segment Information Segment Information Our chief operating decision makers (“CODM”), the Chief Executive Officer and the Chief Financial Officer, review financial information presented on a consolidated basis for the purposes of allocating resources and evaluating financial performance. The CODM allocates resources and make operational decisions based on direct involvement with our operations and product development efforts. We are managed under a functionally based organizational structure with the head of each function reporting to the Chief Executive Officer. The CODM assesses performance, including incentive compensation, based upon consolidated operations performance and financial results on a consolidated basis. As such, we have a single operating unit structure and are a single reporting segment.
v3.24.0.1
Income Taxes
 12 Months Ended
Dec. 31, 2023
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
The components of loss before the provision for income taxes are as follows (in thousands):
 Years Ended
December 31,
202320222021
United States$(310,243)$(320,107)$(195,208)
Foreign4,200 6,118 2,885 
    Total$(306,043)$(313,989)$(192,323)
 The provision for income taxes is comprised of the following (in thousands):
Years Ended
December 31,
202320222021
  
Current:
Federal$— $— $— 
State246 374 107 
Foreign1,640 1,158 1,012 
Total current1,886 1,532 1,119 
Deferred:
Federal— — — 
State— — — 
Foreign8 (435)(73)
Total deferred8 (435)(73)
Total provision for income taxes$1,894 $1,097 $1,046 
A reconciliation of the U.S. federal statutory income tax rate to our effective tax rate is as follows (in thousands):
Years Ended
December 31,
202320222021
Tax at federal statutory rate$(64,270)$(65,922)$(40,387)
State taxes, net of federal effect246 374 107 
Impact of noncontrolling interest
1,222 2,872 6,074 
Elimination of acquiree deferred taxes— — 2,149 
Non-U.S. tax effect1,067 (387)412 
Nondeductible expenses and losses5,239 2,258 1,311 
Stock-based compensation3,222 7,019 5,307 
Loss on debt extinguishment— — — 
U.S. tax on foreign earnings (GILTI)86 2,525 59 
(Gain) loss on SK Equity Transaction11,811 (3,932)2,292 
Acquisition contingent liability— — (762)
Change in valuation allowance43,271 56,290 24,484 
Provision for income taxes$1,894 $1,097 $1,046 

For the year ended December 31, 2023, the Company recognized a provision for income taxes of $1.9 million on a pre-tax loss of $306.0 million, for an effective tax rate of (0.6)%. For the year ended December 31, 2022, we recognized a provision for income taxes of $1.1 million on a pre-tax loss of $314.0 million, for an effective tax rate of (0.3)%. For the year ended December 31, 2021, we recognized a provision for income taxes of $1.0 million on a pre-tax loss of $192.3 million, for an effective tax rate of (0.5)%. The effective tax rate for 2023, 2022 and 2021 is lower than the statutory federal tax rate primarily due to a full valuation allowance against U.S. deferred tax assets.
Significant components of our deferred tax assets and liabilities consist of the following (in thousands): 
December 31,
2023
2022
 
Tax credits and net operating loss carryforwards$574,679 $558,779 
Lease liabilities151,470 157,890 
Depreciation and amortization59,790 27,681 
Deferred revenue13,580 18,992 
Accruals and reserves36,096 21,084 
Research and development expenditures capitalization53,991 28,965 
Stock-based compensation19,698 22,675 
Disallowed Interest expenses29,581 29,159 
Investment in PPA entities— 4,354 
Other items — deferred tax assets1,695 1,519 
Gross deferred tax assets940,580 871,098 
Valuation allowance(831,597)(758,242)
Net deferred tax assets108,983 112,856 
Managed services — deferred costs(16,826)(18,974)
Right-of-use assets and leased assets(88,391)(90,682)
Other items — deferred tax liability(2,381)(2,049)
Gross deferred tax liabilities(107,598)(111,705)
Net deferred tax asset$1,385 $1,151 
Income taxes are recorded using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income (or loss) in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, is not more-likely-than-not to be realized. Management believes that, based on available evidence, both positive and negative, it is not more likely than not that the net U.S. deferred tax assets will be utilized. As a result, a full valuation allowance has been recorded.
The valuation allowance for deferred tax assets was $831.6 million and $758.2 million as of December 31, 2023 and 2022, respectively. The net change in the total valuation allowance for the years ended December 31, 2023 and 2022 was an increase of $73.4 million and an increase of $69.0 million, respectively.
At December 31, 2023, we had federal and California net operating loss carryforwards of $2.1 billion and $1.5 billion, respectively, to reduce future taxable income. The expiration of federal and California net operating loss carryforwards is summarized as follows (in billions):
 FederalCalifornia
Expire in 2024 — 2028
$0.2 $0.1 
Expire in 2029 — 2033
0.7 0.6 
Expire beginning in 2034
0.8 0.8 
Carryforward indefinitely0.4 — 
Total$2.1 $1.5 
At December 31, 2023, we also had other state net operating loss carryforwards of $369.5 million, that began to expire in fiscal 2024. In addition, at December 31, 2023, we had approximately $39.1 million of federal research credit, $6.6 million of federal investment tax credit, and $19.1 million of state research credit carryforwards.
The expiration of the federal and California credit carryforwards is summarized as follows (in millions):
FederalCalifornia
Expire in 2024 — 2028
$4.3 $— 
Expire in 2029 — 2033
7.9 — 
Expire beginning in 2034
33.5 — 
Carryforward indefinitely— 19.1 
Total$45.7 $19.1 
We have not reflected deferred tax assets for the federal and state research credit carryforwards as the entire amount of the carryforwards represent unrecognized tax benefits.
Internal Revenue Code Section 382 (“Section 382”) limits the use of net operating loss and tax credit carryforwards in certain situations in which changes occur in our capital stock ownership. Any annual limitation may result in the expiration of net operating losses and credits before utilization. If we should have an ownership change, as defined by the tax law, utilization of the net operating loss and credit carryforwards could be significantly reduced. We completed a Section 382 analysis through December 31, 2023. Based on this analysis, Section 382 limitations will not have a material impact on our net operating loss and credit carryforwards related to any ownership changes.
During the year ended December 31, 2023, the amount of uncertain tax positions increased by $9.8 million. We have not recorded any uncertain tax liabilities associated with our tax positions.
A reconciliation of the beginning and ending amounts of unrecognized tax benefits were as follows (in thousands):
Years Ended
December 31,
202320222021
Unrecognized tax benefits beginning balance$48,389 $42,010 $37,753 
Gross decrease for tax positions of prior year
(152)(55)— 
Gross increase for tax positions of prior year
1,307 — 95 
Gross increase for tax positions of current year8,613 6,434 4,162 
Unrecognized tax benefits end balance$58,157 $48,389 $42,010 
If fully recognized in the future, there would be no impact to the effective tax rate, and $54.1 million would result in adjustments to the valuation allowance. We do not have any tax positions that are expected to significantly increase or decrease within the next 12 months.
Interest and penalties, to the extent there are any, would be included in income tax expense. There were no material interest or penalties accrued during or for the years ended December 31, 2023 and 2022.
We are subject to taxation in the U.S. and various states and foreign jurisdictions. Our 2020 tax year that was under audit by the IRS has been closed in 2023 without a material impact on our financial position. All of our tax years will remain open for examination by federal and state authorities for three and four years from the date of utilization of any net operating losses and tax credits.
The Tax Cuts and Jobs Act of 2017 (“Tax Act”) includes a provision referred to as Global Intangible Low-Taxed Income (“GILTI”) which generally imposes a tax on foreign income in excess of a deemed return on tangible assets. Guidance issued by the Financial Accounting Standards Board in January 2018 allows companies to make an accounting policy election to either (i) account for GILTI as a component of tax expense in the period in which the tax is incurred (“period cost method”), or (ii) account for GILTI in the measurement of deferred taxes (“deferred method”). We elected to account for the tax effects of this provision using the period cost method.
On August 16, 2022, the U.S. government enacted the IRA. The IRA establishes a new corporate alternative minimum tax based on financial statement income adjusted for certain items. The new minimum tax is effective for tax years beginning after December 31, 2022. The enactment of the IRA did not have a material impact to our tax expense for the years ended December 31, 2023 and 2022, but we are currently assessing the impact of the production and tax credit-related IRA provisions on our business for future periods.
The accumulated undistributed foreign earnings of the Company as of December 31, 2023 have been subject to either the deemed one-time mandatory repatriation under the Tax Act or the current year income inclusion under GILTI regime for U.S. tax purposes. If we were to make actual distributions of some or all of these earnings, including earnings accumulated after December 31, 2017, we would generally incur no additional U.S. income tax but could incur U.S. state income tax and foreign withholding taxes. We have not accrued for these potential U.S. state income tax and foreign withholding taxes because we intend to permanently reinvest our foreign earnings in our international operations. However, any additional income tax associated with the distribution of these earnings would be immaterial.
v3.24.0.1
Net Loss per Share Available to Common Stockholders
 12 Months Ended
Dec. 31, 2023
Earnings Per Share [Abstract]  
Net Loss per Share Available to Common Stockholders Net Loss per Share Available to Common Stockholders
Net loss per share (basic) available to common stockholders is calculated by dividing net loss available to common stockholders by the weighted-average shares of common stock outstanding for the period. Net loss per share is the same for each class of common stock as they are entitled to the same liquidation and dividend rights. As a result, net loss per share (basic) and net loss per share (diluted) available to common stockholders are the same for both Class A and Class B common stock and are combined for presentation. On July 27, 2023, each share of our Class B common stock automatically converted into one share of our Class A common stock.
Net loss per share (diluted) is computed by using (i) the if-converted method when calculating the potentially dilutive effect, if any, of our convertible notes, and our redeemable convertible preferred stock, and (ii) the treasury stock method when calculating the potentially dilutive effect, if any, of our outstanding stock options and awards, and shares issued in conjunction with the Company’s ESPP. Net loss per share (diluted) available to common stockholders is then calculated by dividing the resulting adjusted net loss available to common stockholders by the combined weighted-average number of fully diluted common shares outstanding. There were no adjustments to net loss available to common stockholders (diluted). Equally, there were no adjustments to the weighted average number of outstanding shares of common stock (basic) in arriving at the weighted average number of outstanding shares (diluted), as such adjustments would have been antidilutive.
The following table sets forth the computation of our net loss per share available to common stockholders, basic and diluted (in thousands, except per share amounts):
Years Ended
December 31,
 202320222021
Numerator:
Net loss available to common stockholders
$(302,116)$(301,708)$(164,473)
Denominator:
Weighted average shares of common stock, basic and diluted212,681 185,907 173,438 
Net loss per share available to common stockholders, basic and diluted
$(1.42)$(1.62)$(0.95)
The following common stock equivalents (in thousands) were excluded from the computation of our net loss per share available to common stockholders, diluted, for the years presented as their inclusion would have been antidilutive (in thousands):
 Years Ended
December 31,
 202320222021
 
Convertible notes35,327 14,187 14,187 
Redeemable convertible preferred stock9,795 8,521 82 
Stock options and awards4,011 5,683 7,018 
49,133 28,391 21,287 
As of December 31, 2022, pursuant to the notice received from SK ecoplant of its intent to exercise its option to purchase additional shares of our Class A common stock, there were an additional 13,491,701 common stock equivalents that were excluded from the table above.
v3.24.0.1
SK ecoplant Strategic Investment
 12 Months Ended
Dec. 31, 2023
Equity Method Investments and Joint Ventures [Abstract]  
SK ecoplant Strategic Investment SK ecoplant Strategic Investment
In October 2021, we expanded our existing relationship with SK ecoplant. As part of this arrangement, we amended the previous Preferred Distribution Agreement (the “Restated PDA”) and the Joint Venture Agreement (the “JVA”) with SK ecoplant. The Restated PDA establishes SK ecoplant’s purchase commitments for our Energy Servers for the three-year period on a take-or-pay basis as well as the basis for determining the prices at which the Energy Servers and related components will be sold. The restated JVA increases the scope of assembly done by the joint venture facility in the Republic of Korea, which was established in 2019, for the procurement of local parts for our Energy Servers and the assembly of certain portions of the Energy Servers for the South Korean market. The joint venture is a VIE of Bloom and we consolidate it in our financial statements as we are the primary beneficiary and therefore have the power to direct activities which are most significant to the joint venture.
In October 2021, we also entered into a new Commercial Cooperation Agreement (the “CCA”) regarding initiatives pertaining to the hydrogen market and general market expansion for our products.
In September 2023, we entered into the Amended and Restated JVA and the Share Purchase Agreement (together, the “Amended JV Agreements”) with SK ecoplant which changed the share of our voting rights in the Korean JV to 40% and increased the scope of assembly done by the joint venture facility in the Republic of Korea to full assembly. Neither the Amended JV Agreements, nor the fact that SK ecoplant is considered to be our related party after the conversion of Series B RCPS into shares of our Class A common stock (for additional information, please see Note 11 — Related Party Transactions)
changed our status as the primary beneficiary of the Korean JV. Therefore, we continue to consolidate this VIE in our financial statements as of December 31, 2023.
The following are the aggregate carrying values of the Korean JV’s assets and liabilities in our consolidated balance sheets, after eliminations of intercompany transactions and balances, as of December 31, 2023 and 2022 (in thousands):
December 31,
20232022
Assets
Current assets:
Cash and cash equivalents$3,003 $2,591 
Accounts receivable19,567 4,257 
Inventories8,156 13,412 
Prepaid expenses and other current assets644 2,645 
Total current assets31,370 22,905 
Property and equipment, net2,519 1,141 
Operating lease right-of-use assets2,138 2,390 
Other long-term assets46 47 
Total assets$36,073 $26,483 
Liabilities
Current liabilities:
Accounts payable$3,480 $5,607 
Accrued expenses and other current liabilities2,347 1,355 
Deferred revenue and customer deposits— 2 
Operating lease liabilities440 393 
Total current liabilities6,267 7,357 
Operating lease liabilities1,617 2,000 
Non-recourse debt
4,627 — 
Total liabilities$12,511 $9,357 
In September 2023, and December 2023, we entered into the First and the Second Amendments to the Restated PDA, respectively (the “First Amended Restated PDA” and the “Second Amended Restated PDA”, respectively). The First Amended Restated PDA amends the delivery terms. The Second Amended Restated PDA extends the initial term of the Restated PDA to December 31, 2027 and increases SK ecoplant’s purchase commitments for Bloom Energy products.
The Second Amended Restated PDA adds a new minimum purchase commitment of 250 megawatts and extends the timing of delivery of the remaining take-or- pay commitment under the original agreement. For the four-year period from January 1, 2024 to December 31, 2027, the total purchase commitment under the Second Amended Restated PDA is 500 megawatts, including a recommitment of 250 megawatts from the Restated PDA and an additional 250 megawatts commitment.
Under the Second Amended Restated PDA SK ecoplant can fulfill its volume commitments with both our Energy Servers and the Electrolyzer and this enables SK ecoplant to pursue opportunities globally outside of the Republic of Korea. The purchase commitments are expressed on a quarterly and annual basis. Should SK ecoplant fail to meet these purchase commitments, this would constitute an event of default and we would be entitled to damages equivalent to the lost profit.
The Initial Investment
In October 2021, we entered into the SPA pursuant to which we agreed to sell and issue to SK ecoplant 10,000,000 shares of Series A RCPS at a purchase price of $25.50 per share for an aggregate purchase price of $255.0 million. On
December 29, 2021, the closing of the sale of the Series A RCPS was completed, and we issued 10,000,000 shares of the Series A RCPS (the “Initial Investment”).
In addition to the Initial Investment, the SPA provided SK ecoplant with an option to acquire a variable number of shares of Class A common stock (the “Option”). According to the SPA, SK ecoplant was entitled to exercise the Option through August 31, 2023, and the transaction must have been completed by November 30, 2023.
The sale of Series A RCPS was recorded at its fair value of $218.0 million on the date of issuance. Accordingly, we allocated the excess of the cash proceeds received of $255.0 million plus the change in fair value of the Series A RCPS between October 23, 2021, and December 29, 2021, of $9.7 million, over the fair value of the Series A RCPS on December 29, 2021, and the fair value of the Option on October 23, 2021, to the PDA. This excess amounted to $37.0 million and was recorded in deferred revenue and customer deposits. Accordingly, during the years ended December 31, 2022 and 2021, we recognized product revenue of $9.6 million and $2.8 million, respectively, in connection with this arrangement. No product revenue was recognized during the year ended December 31, 2023 in connection with this arrangement. As of December 31, 2022, the unrecognized amount of $24.6 million included $10.0 million in current deferred revenue and customer deposits and $14.6 million in non-current deferred revenue and customer deposits on the consolidated balance sheets. As of December 31, 2023, the unrecognized amount of deferred revenue and customer deposits was reduced to zero as a result of the Second Tranche Closing (see details below in section “The Second Tranche Closing”).
Restated PDA, JVA, CCA and the SPA entered into with SK ecoplant concurrently were evaluated as a combined contract in accordance with ASC 606 and, to the extent applicable for separated components, under the guidance of Topic 815 Derivatives and Hedging and applicable subsections and ASC 480, Distinguishing Liabilities from Equity.
We concluded that the Option was a freestanding financial instrument that should have been separately recorded at fair value on the date the SPA was executed. We determined the fair value of the Option on that date to be $9.6 million.
On August 10, 2022, pursuant to the SPA, SK ecoplant notified us of its intent to exercise its option to purchase additional shares of our Class A common stock, pursuant to a Second Tranche Exercise Notice (as defined in the SPA) electing to purchase 13,491,701 shares at a purchase price of $23.05 per share. The Option was fairly valued as of the notice date at $4.2 million, and gain on revaluation of $9.0 million was recorded under other (expense) income, net in our consolidated statements of operations. Upon the receipt of the notice from SK ecoplant the Option met the criteria of equity award and was classified as a forward contract as part of additional paid-in capital.
On November 8, 2022, each share of the Series A RCPS was converted into 10,000,000 shares of Class A common stock.
On December 6, 2022, SK and Bloom mutually agreed to delay the Second Tranche Closing until March 31, 2023. The mutual agreement to modify the closing date did not change the accounting or valuation of the equity-classified forward recorded.
The Second Tranche Closing
On March 20, 2023, SK ecoplant entered into the Amended SPA with us, pursuant to which on March 23, 2023, we issued and sold to SK ecoplant 13,491,701 shares of non-voting Series B RCPS, par value $0.0001 per share, at a purchase price of $23.05 per share for cash proceeds of $311.0 million, excluding issuance cost of $0.5 million.
The Amended SPA triggered the modification of the equity-classified forward contract on Class A common stock, which resulted in the derecognition of the pre-modified fair value of the forward contract given to SK ecoplant of $76.2 million. We valued the forward contract as the difference between our Class A common stock trading price adjusted by a discount for lack of marketability (“DLOM”) as of the date of Amended SPA (the “Valuation Date”) and the present value of the strike price, with further reduction associated with the expected outcome of the Second Tranche Closing. The derecognition of the pre-modified fair value was recorded in additional paid-in capital in our consolidated balance sheets as of December 31, 2023.
The Series B RCPS was accounted for as a stock award with liability and equity components. The liability component of the Series B RCPS was recognized at the redemption value of $311.0 million, less issuance costs of $0.5 million, and was recorded in current liabilities in our consolidated balance sheets as of December 31, 2023. The equity component of the Series B RCPS (the “Conversion Option”) was valued as a European-type call option under the guidance of ASC 718 by applying the Black-Scholes valuation model using inputs of the strike price, maturity, risk-free rate, and volatility. In addition, DLOM was
applied to the Class A common stock price. The Conversion Option was recognized at its fair value of $16.1 million on March 20, 2023 and recorded in additional paid-in capital in our consolidated balance sheets as of December 31, 2023.
On March 20, 2023, in connection with the Amended SPA we also entered into the Loan Agreement, pursuant to which we had the option to draw on a loan from SK ecoplant with a maximum principal amount of $311.0 million, a maturity of five years and an interest rate of 4.6%, should SK ecoplant have sent a redemption notice to us under the Amended SPA (i.e., loan commitment asset). We concluded that the loan commitment was a freestanding financial instrument as of the Valuation Date, as such its fair value was based on the difference between the present value of cash flows associated with a loan with a market-participant based interest rate (i.e., the rate for which the value of the hypothetical loan agreement equals the face value of the Loan Agreement) and the cash flows associated with the loan committed to by SK ecoplant, and applied a redemption probability to the difference. The Series B RCPS redemption probability was obtained from a lattice model used to value the Series B preferred stock. As of December 31, 2023, the loan commitment asset from SK ecoplant was derecognized as a result of automatic conversion of all shares of the Series B RCPS into shares of our Class A common stock.
The Amended SPA and the Loan Agreement provided us with cash proceeds of $311.0 million and a loan commitment asset of $52.8 million from SK ecoplant for total consideration of $363.8 million. In return, SK ecoplant received consideration of $403.3 million, consisting of the release from the obligation to close on the original transaction fair valued at $76.2 million, the obligation from us to issue the Series B RCPS at redemption value of $311.0 million, and the option to convert the Series B RCPS to Class A common stock, which had an estimated fair value of $16.1 million. The excess consideration provided by us amounted to $39.5 million, which resulted in a reduction of our deferred revenue and customer deposits by $24.6 million related to the Initial Investment, as of December 31, 2023. The net excess consideration of $14.9 million was recognized as $8.2 million in prepaid expenses and other current assets and $6.7 million was classified as other long-term assets in our consolidated balance sheets as of March 31, 2023. The deferred expense is recognized as contra-revenue based on the remaining purchase commitments under the Second Amended Restated PDA. During the year ended December 31, 2023, the deferred expense recognized as contra-revenue was $3.5 million. As a result, as of December 31, 2023, we recognized the net excess consideration of $11.4 million, of which $2.3 million was classified as prepaid expenses and other current assets and $9.1 million was classified as other long-term assets, in our consolidated balance sheets.
On September 23, 2023, all 13,491,701 shares of the Series B RCPS were automatically converted into shares of our Class A common stock pursuant to the Certificate of Designation, dated as of March 20, 2023, setting forth the rights, preferences, privileges, and restrictions of the Series B RCPS, as amended by the Certificate of Amendment to the Certificate of Designation, dated as of April 18, 2023. As a result of the conversion: (i) the liability component of the Series B RCPS of $310.5 million was reclassified to additional paid-in capital, less par value of the issued $13,491,701 shares of our Class A common stock, and (ii) the loan commitment asset was recorded at its fair value of $52.8 million, of which $5.3 million was classified as current and $47.5 million was classified as non-current in our consolidated balance sheets, and was expensed immediately and recognized in interest expense in our consolidated statements of operations.
Upon conversion of all Series B RCPS into shares of our Class A common stock, SK ecoplant is considered to be a related party. For additional information, please see Note 11 — Related Party Transactions.
v3.24.0.1
Subsequent Events
 12 Months Ended
Dec. 31, 2023
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
There have been no material subsequent events that occurred during the period subsequent to the date of these consolidated financial statements that would require adjustment to our disclosure in the consolidated financial statements as presented.
v3.24.0.1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Pay vs Performance Disclosure    
Net Income (Loss) $ (302,116) $ (301,708)
v3.24.0.1
Insider Trading Arrangements
 3 Months Ended 12 Months Ended
Dec. 31, 2023
shares
Dec. 31, 2023
shares
Trading Arrangements, by Individual    
Non-Rule 10b5-1 Arrangement Adopted false  
Rule 10b5-1 Arrangement Terminated false  
Non-Rule 10b5-1 Arrangement Terminated false  
KR Sridhar [Member]    
Trading Arrangements, by Individual    
Material Terms of Trading Arrangement  
During the fourth quarter ended December 31, 2023, KR Sridhar, Chairman and Chief Executive Officer, adopted a trading arrangement intended to satisfy the affirmative defense provisions of Rule 10b5-1(c). The plan was adopted on December 3, 2023 and the plan ends on December 31, 2024. The aggregate amount of shares that may be sold under the plan is a) up to 220,000 shares, subject to certain pricing conditions, and b) the number of shares necessary to cover withholding taxes resulting from the vesting of RSUs or PSUs in 2024.
Name KR Sridhar  
Title Chairman and Chief Executive Officer  
Rule 10b5-1 Arrangement Adopted true  
Arrangement Duration 394 days  
Aggregate Available 220,000 220,000
v3.24.0.1
Summary of Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation
We have prepared the consolidated financial statements included herein pursuant to the rules and regulations of the U. S. Securities and Exchange Commission (“SEC”), and as permitted by those rules, including all disclosures required by generally accepted accounting principles as applied in the U.S. (“U.S. GAAP”). Certain prior period amounts have been reclassified to conform to the current period presentation.
Principles of Consolidation
Principles of Consolidation
These consolidated financial statements reflect our accounts and operations and those of our subsidiaries in which we have a controlling financial interest. We use a qualitative approach in assessing the consolidation requirement for our variable interest entities (“VIEs”), which we refer to as tax equity partnerships (each such VIE, also referred to as our power purchase agreement PPA Entity) and a joint venture in the Republic of Korea (the “Korean JV”). This approach focuses on determining whether we have the power to direct those activities of the PPA Entities and the Korean JV that most significantly affect their economic performance and whether we have the obligation to absorb losses, or the right to receive benefits, which could potentially be significant to the PPA Entities and the Korean JV. For all periods presented, we have determined that we are the primary beneficiary in all of our operational PPA Entities and the Korean JV, as discussed in Note 10 — Portfolio Financings and Note 17 — SK ecoplant Strategic Investment, respectively. We evaluate our relationships with the PPA Entities and the Korean JV on an ongoing basis to ensure that we continue to be the primary beneficiary. In August 2023, we sold our last consolidated PPA Entity, PPA V, as a result of the PPA V Repowering of Energy Servers (see Note 10 — Portfolio Financings). All intercompany transactions and balances have been eliminated upon consolidation.
The sale of an operating company with a portfolio of the PPAs in which we do not have an equity interest is called a “Third-Party PPA.” We have determined that, although these entities are VIEs, we do not have the power to direct those activities of the Third-Party PPAs that most significantly affect their economic performance. We also do not have the obligation to absorb losses, or the right to receive benefits, which could potentially be significant to the Third-Party PPAs. Because we are not the primary beneficiary of these activities, we do not consolidate Third-Party PPAs.
Business Combinations
Business Combinations
Acquisitions of a business are accounted by using the acquisition method of accounting. Assets acquired and liabilities assumed, including amounts attributed to noncontrolling interests, are recorded at the acquisition date at their fair values. Assigning fair values requires us to make significant estimates and assumptions regarding the fair value of identifiable intangible assets, property, plant and equipment, deferred tax asset valuation allowances and liabilities, such as uncertain tax positions and contingencies. We may refine these estimates if necessary, over a period not to exceed one year by taking into consideration new information that, if known at the acquisition date, would have affected the fair values ascribed to the assets acquired and liabilities assumed.
Use of Estimates
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. The most significant estimates include the determination of the stand-alone selling price, valuation of financial instruments associated with SK ecoplant Amended SPA, inventory valuation, specifically excess and obsolescence provisions for obsolete or unsellable inventory and, in relation to property, plant and equipment (specifically Energy Servers), assumptions relating to economic useful lives and impairment assessments.
Other accounting estimates include variable consideration relating to product performance guaranties, lease and non-lease components and related financing obligations such as incremental borrowing rates, estimated output, efficiency and residual value of the Energy Servers, product performance warranties and guaranties and extended maintenance, derivative valuations, estimates relating to contractual indemnities provisions, estimates for income taxes and deferred tax asset valuation allowances, stock-based compensation expense, estimates of fair value of preferred stock and equity and non-equity items in relation to the SK ecoplant strategic investment, and financing obligation allocations in managed service transactions. In addition, certain of such estimates could require further judgment or modification and therefore carry a higher degree of variability and volatility. Actual results could differ materially from these estimates under different assumptions and conditions.
Revenue Recognition
Revenue Recognition
We primarily earn product and installation revenue from the sale and installation of our Energy Servers, service revenue by providing services under operations and maintenance services contracts, and electricity revenue by selling electricity to customers under PPAs and Managed Services Agreements. We offer our customers several ways to finance their use of Bloom Energy Servers. Customers, including some of our international channel providers and the Third Party PPAs, may choose to purchase our Energy Servers outright. Customers may also enter into contracts with us for the purchase of electricity generated by our Energy Servers (i.e., Managed Services Agreement), which is then financed through one of our financing partners (i.e., Managed Services Financings). Finally, customers may purchase electricity through our PPA Entities (i.e., Portfolio Financings). For additional information, please see Part I, Item 7, Section Purchase and Financing Options.
Revenue Recognition under ASC 606 Revenue from Contracts with Customers
In applying Accounting Standards Codification (“ASC”) 606 revenue is recognized by following a five-step process:
1.Identify the contract(s) with a customer. Evidence of a contract generally consists of an agreement, or a purchase order issued pursuant to the terms and conditions of a distributor, reseller, purchase, use and maintenance agreement, maintenance services agreements or energy supply agreement.
2.Identify the performance obligations in the contract. Performance obligations are identified in our contracts and primarily include transferring control of the Energy Servers, installation of the Energy Servers, providing maintenance services and maintenance services renewal options which, in certain situations, provide customers with material rights.
3.Determine the transaction price. The purchase price stated in an agreed-upon purchase order or contract is generally representative of the transaction price. When determining the transaction price, we consider the effects of any variable consideration, which include performance guarantees that may be payable to our customers.
4.Allocate the transaction price to the performance obligations in the contract. The transaction price in a contract is allocated based upon the relative standalone selling price of each distinct performance obligation identified in the contract.
5.Recognize revenue when (or as) we satisfy a performance obligation. We satisfy performance obligations either over time or at a point in time as discussed in further detail below. Revenue is recognized at the time the related performance obligation is satisfied by transferring control of the promised products or services to a customer.
We sometimes combine contracts governing the sale and installation of our Energy Servers with the related maintenance services contracts and account for them as a single contract at contract inception to the extent the contracts are with the same customer. These contracts are not combined when the customer for the sale and installation of the Energy Servers is different to the maintenance services contract customer. We also assess whether any contract terms including default provisions, put or call options result in components of our contracts being accounted for as financing or leasing transactions outside of the scope of ASC 606.
Most of our contracts contain performance obligations with a combination of our Energy Servers, installation and maintenance services. For these performance obligations, we allocate the total transaction price to each performance obligation based on the relative standalone selling price. Our maintenance services contracts are typically subject to renewal by customers on an annual basis. We assess these maintenance services renewal options at contract inception to determine whether they provide customers with material rights that give rise to separate performance obligations.
The total transaction price is determined based on the total consideration specified in the contract, including variable consideration in the form of a performance guaranty payment that represents potential amounts payable to customers. The expected value method is generally used when estimating variable consideration, which typically reduces the total transaction price due to the nature of the performance obligations to which the variable consideration relates. These estimates reflect our historical experience and current contractual requirements which cap the maximum amount that may be paid. The expected value method requires judgment and considers multiple factors that may vary over time depending upon the unique facts and circumstances related to each performance obligation. Depending on the facts and circumstances, a change in variable consideration estimate will either be accounted for at the contract level or using the portfolio method.
We exclude from the transaction price all taxes assessed by governmental authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers. Accordingly, such tax amounts are not included as a component of net sales or cost of sales. These tax amounts are recorded in cost of electricity revenue, cost of service revenue, and general and administrative operating expenses.
We allocate the transaction price to each distinct performance obligation based on relative standalone selling prices. Given that we typically sell our Energy Servers together with the related installation and maintenance services, standalone selling prices are not directly observable. We estimate standalone selling prices by using a cost-plus approach. Costs relating to the Energy Servers include all direct and indirect manufacturing costs, applicable overhead costs and costs for normal production inefficiencies (i.e., variances). We then apply a margin to the Energy Servers based on our Company’s pricing strategy. As our business offerings and eligibility for the ITC evolve over time, we may be required to modify the expected margin in subsequent periods and our revenue could be materially affected. Costs relating to installation include all direct and indirect installation costs. The margin we apply reflects our profit objectives relating to installation. Costs for maintenance services arrangements are estimated over the life of the maintenance contracts and include estimated future material costs and non-material costs. Material costs over the period of the service arrangement are impacted significantly by the longevity of the fuel cells themselves. We apply a lower margin to our total service costs than to our Energy Servers as it best reflects our long-term service margin expectations and comparable historical industry service margins.
We generally recognize product and installation revenue at a point in time that our customers obtain control of the Energy Servers. For certain instances, control of the installations is transferred to the customers over time, and the related revenue is recognized over time as the performance obligation is satisfied using the cost-to-cost (percentage-of-completion) method. We use an input measure of progress to determine the amount of revenue to be recognized during each reporting period. We recognize maintenance services revenue, including revenue associated with any related customer material rights, over time as we perform service maintenance activities.
Amounts billed to our customers for shipping and handling activities are considered contract fulfillment activities and not a separate performance obligation of the contract. Shipping and handling costs are recorded within the cost of revenue.
The following is a description of the principal activities from which we generate revenue. Our four revenue streams are classified as follows:
Product Revenue — All of our product revenue is generated from the sale of our Energy Servers to direct purchase customers, including financing partners on the Third-Party PPAs and sale-and-leaseback transactions, and international channel
providers. We generally recognize product revenue from contracts with customers at the point that control is transferred to the customers. This occurs when we achieve customer acceptance, which depending on the contract terms is when the system is shipped and delivered to our customers, when the system is shipped and delivered and is physically ready for startup and commissioning (i.e., Mechanical Completion), or when the system is shipped and delivered and is turned on and producing power (i.e., Commencement of Operations or “COO”).
Under our traditional lease financing option that we had in fiscal 2021, we sell our Energy Servers through a direct sale to a financing partner who, in turn, leases the Energy Servers to the customer under a lease agreement. With our sales to our international channel providers, our international channel providers typically sell the Energy Servers to, or sometimes provide a PPA to, an end customer. In both traditional lease and international channel providers transactions, we contract directly with the end customer to provide extended maintenance services after the end of the standard warranty period. As a result, since the customer that purchases the server is a different and unrelated party to the customer that purchases extended warranty services, the product and maintenance services contract are not combined.
Installation Revenue — Nearly all of our installation revenue relates to the installation of the Energy Servers sold to the customers as part of a direct purchase and to financing parties as part of a traditional lease or Portfolio Financings. Generally, we recognize installation revenue when the system is physically ready for startup and commissioning (i.e., Mechanical Completion), or when the system is turned on and producing power (i.e., COO). For instances when control for installation services is transferred over time, we use an input measure of progress to determine the amount of revenue to recognize during each reporting period based on the costs incurred to satisfy the performance obligation.
Payments received from customers are recorded within deferred revenue and customer deposits in the consolidated balance sheets until control is transferred. The related cost of such product and installation is also deferred as a component of deferred cost of revenue in the consolidated balance sheets until control is transferred.
Service Revenue — Service revenue is generated from O&M Agreements. As part of our initial contract with customers for the sale and installation of our Energy Servers, we typically provide a standard one-year warranty which covers defects in materials and workmanship and manufacturing or performance conditions under normal use and service for the first year following Commencement of Operations. As part of this standard first-year warranty, we also monitor the operations of the underlying systems and provide output and efficiency guaranties. We have determined that this standard first-year warranty is a distinct performance obligation — being a promise to stand-ready to maintain the Energy Servers when and if required during the first year following installation. We also sell to our customers extended annual maintenance services that effectively extend the standard first-year warranty coverage at the customer’s option. These customers generally have an option to renew or cancel the extended maintenance services on an annual basis and nearly every customer has renewed historically. Similar to the standard first-year warranty, the optional extended annual maintenance services are considered a distinct performance obligation – being a promise to stand-ready to maintain the Energy Servers when and if required during the renewal service year.
Given our customers’ renewal history, we anticipate that most of them will continue to renew their maintenance services agreements each year for the period of their expected use of the Energy Servers. The contractual renewal price may be less than the standalone selling price of the maintenance services and consequently the contract renewal option may provide the customer with a material right. We estimate the standalone selling price for customer renewal options that give rise to material rights using the practical alternative by reference to optional maintenance services renewal periods expected to be provided and the corresponding expected consideration for these services. This reflects the fact that our additional performance obligations in any contractual renewal period are consistent with the services provided under the standard first-year warranty. Where we have determined that the customers have material rights as a result of their contract renewal option, we recognize that portion of the transaction price allocated to the material rights over the period in which such rights are exercised.
Payments from customers for the extended maintenance contracts are generally received at the beginning of each service year. Accordingly, the customer payment received is recorded as a customer deposit and revenue is recognized over the related service period as the services are performed.
Electricity Revenue — We sell electricity produced by our Energy Servers owned directly by us or by our consolidated PPA Entities. Our PPA Entities purchased the Energy Servers from us and sold electricity produced by these systems to customers through long-term PPAs. Customers were required to purchase all of the electricity produced by those Energy Servers at agreed-upon rates over the course of the PPAs’ contractual term. In August 2023, we sold our last consolidated PPA Entity, PPA V.
In addition, in certain Managed Services Financings pursuant to which we are party to a Managed Services Agreement with a customer in a sale-leaseback-sublease arrangement, we may recognize electricity revenue. We first determine whether the Energy Servers under the sale-leaseback arrangement of a Managed Services Financing were “integral equipment.” As the Energy Servers were determined not to be integral equipment, we determined if the leaseback was classified as a financing lease or an operating lease.
During 2023, 2022, and the second half of fiscal 2021, we completed several successful sale-and-leaseback transactions in which we transferred control of the Energy Server to the financier and leased it back as an operating lease to provide electricity to the end customer.
In order for the transaction to meet the criteria for successful sale-leaseback accounting, control of the Energy Servers must transfer to the financier, which requires, among other criteria, the leaseback to meet the criteria for an operating lease in accordance with ASC 842, Leases (“ASC 842”). Accordingly, for such transactions where control transfers and the leaseback is classified as an operating lease, the proceeds from the sale to the financier are recognized as revenue based on the fair value of the Energy Servers sold and are allocated between product revenue and installation revenue based on the relative standalone selling prices.
We recognize an operating lease liability for the Energy Servers leaseback obligation based on the present value of the future payments to the financier that are attributed to the Energy Servers leaseback using our incremental borrowing rate. We also record an operating lease right-of-use asset, which is amortized over the term of the leaseback, and is included as a cost of electricity revenue on the consolidated statements of operations.
For certain sale-and-leaseback transactions, we receive proceeds from the financier in excess of the fair value of the Energy Servers in order to finance our ongoing costs associated with the operation of the Energy Servers during the term of the end customer agreement to provide electricity. Such proceeds are recognized as financing obligations.
We allocate payments we are obligated to make under the leaseback agreement with the financier between the lease liability and the financing obligation based on the proportion of the financing obligation to the total proceeds to be received.
We recognize revenue from the satisfaction of performance obligations under our PPAs and Managed Services Financings to provide electricity to our end customers as the electricity is provided over the term of the agreement in the amount invoiced, which reflects the amount of consideration to which we have the right to invoice, and which corresponds to the value transferred under such arrangements.
Modifications
Contract modifications are accounted for as separate contracts if the additional products and services are distinct and priced at standalone selling prices. If the additional products and services are distinct, but not priced at standalone selling prices, the modification is treated as a termination of the existing contract and the creation of a new contract. If the additional products and services are not distinct within the context of the contract, the modification is combined with the original contract and either an increase or decrease in revenue is recognized on the modification date.
Deferred Revenue
We recognize a contract liability (referred to as deferred revenue in our consolidated financial statements) when we have an obligation to transfer products or services to a customer in advance of us satisfying a performance obligation and the contract liability is reduced as performance obligations are satisfied and revenue is recognized. The related cost of such product is deferred as a component of deferred cost of revenue in the consolidated balance sheets. Prior to shipment of the product or the commencement of performance of maintenance services, any prepayment made by the customer is recorded as a customer deposit. Deferred revenue related to material rights for options to renew are recognized in revenue over the maintenance services period.
A description of the principal activities from which we recognize cost of revenues associated with each of our revenue streams are classified as follows:
Cost of Product Revenue — Cost of product revenue consists of costs of our Energy Servers that we sell to direct purchase, including financing partners on the Third-Party PPAs, international channel providers and traditional lease customers. It includes costs paid to our materials suppliers, direct labor, manufacturing and other overhead costs, shipping costs, provisions for excess and obsolete inventory and the depreciation costs of our equipment. For the Energy Servers sold to customers
pending installation, we provide warranty reserves as a part of product costs for the period from transfer of control of the Energy Servers to Commencement of Operations.
Cost of Installation Revenue — Cost of installation revenue primarily consists of the costs to install our Energy Servers that we sell to direct purchase, including financing partners on the Third-Party PPAs and traditional lease and successful sale-leaseback customers. It includes the cost of materials and service providers, personnel costs, shipping costs and allocated costs.
Cost of Service Revenue — Cost of service revenue consists of costs incurred under maintenance service contracts for all customers. It includes the cost of field replacement units, personnel costs for our customer support organization, certain allocated costs, and extended maintenance-related product repair and replacement costs.
Cost of Electricity Revenue — Cost of electricity revenue primarily consists of the depreciation of the cost of the Energy Servers owned by us or the consolidated PPA Entities. The cost of electricity revenue is generally recognized over the term of the Managed Services Agreement or customer’s PPA contract. In August 2023, we sold our last consolidated PPA Entity, PPA V.
Revenue Recognized from Portfolio Financings Through PPA Entities
Revenue Recognized from Portfolio Financings Through the PPA Entities (See Note 10 — Portfolio Financings)
In 2010, we began selling our Energy Servers to tax equity partnerships in which we held an equity interest as a managing member, or a PPA Entity. The investors in a PPA Entity contribute cash to the PPA Entity in exchange for an equity interest, which then allows the PPA Entity to purchase the Operating Company and the Energy Servers.
The cash contributions held are classified as short-term or long-term restricted cash according to the terms of each PPA Entity’s governing documents. As we identified customers, the Operating Company entered into a PPA with the customer pursuant to which the customer agreed to purchase the power generated by one or more Energy Servers at a specified rate per kilowatt hour for a specified term, which can range from 10 to 21 years. The Operating Company, wholly owned by the PPA Entity, typically entered into a maintenance services agreement with us following the first year of service to extend the standard one-year performance warranties and guaranties. This intercompany arrangement is eliminated on consolidation. Those PPAs that qualify as leases are classified as either sales-type leases or operating leases and those that do not qualify as leases are classified as tariff agreements or revenue arrangements with customers. For arrangements classified as operating leases, tariff agreements, or revenue arrangements with customers, income is recognized as contractual amounts are due when the electricity is generated and presented within electricity revenue on the consolidated statements of operations.
In August 2023, we sold our last consolidated PPA Entity, PPA V. Please refer to Note 10 — Portfolio Financings for details.
Sales-type Leases — Certain Portfolio Financings with the PPA Entities entered into prior to our adoption of ASC 842 qualified as sales-type leases in accordance with ASC 840, Leases (“ASC 840”). The classification for such arrangements were carried over and accounted for as sales-type leases under ASC 842.
As the Portfolio Financings through the PPA Entities entered into prior to our adoption of ASC 842 contain a lease, the consideration received was allocated between the lease elements (lease of property and related executory costs) and non-lease elements (other products and services, excluding any derivatives) based on relative fair value. Lease elements included the leased system and the related executory costs (i.e. installation of the system, electricity generated by the system, maintenance costs). Non-lease elements included service, fuel and interest related to the leased systems.
Service revenue was recognized over the term of the PPA as electricity was generated. For those transactions that contained a lease, the interest component related to the leased system was recognized as interest revenue over the life of the lease term. The customer had the option to purchase the Energy Servers at the then fair market value at the end of the PPA contract term.
In fiscal 2022 we sold PPA IIIa, as such we no longer have sale-type lease arrangements. Please refer to Note 10 — Portfolio Financings for details.
Service revenue related to sales-type leases of $0.4 million and $2.3 million for the years ended December 31, 2022 and 2021, respectively, is included in service revenue in the consolidated statements of operations. There was no service revenue related to sales-type leases for the year ended December 31, 2023. We have not entered into any new Portfolio Financing arrangements through the PPA Entities during the last three years.
Operating Leases — Certain Portfolio Financings with the PPA Entities entered into prior to the adoption of ASC 842 that were deemed leases in substance but did not meet the criteria of sales-type leases or direct financing leases in accordance with ASC 840, were accounted for as operating leases. The classification for such arrangements were carried over and accounted for as operating leases under ASC 842. Revenue under these arrangements was recognized as electricity sales and service revenue and was provided to the customer at rates specified under the PPAs.
Warranty Costs
Warranty Costs
We generally warrant our products sold to our customers, international channel providers, and financing parties for the first year following the date of acceptance of the Energy Servers. This standard warranty covers defects in materials, workmanship and manufacturing or performance conditions under normal use and service conditions for the first year following acceptance or for the optional extended annual maintenance services period.
We recognize warranty costs for those contracts that are considered to be assurance-type warranties and consequently do not give rise to performance obligations or for those maintenance service contracts that were previously in the scope of ASC 605-20-25, Separately Priced Extended Warranty and Product Maintenance Contracts.
In addition, as part of our standard one-year warranty and Managed Services Agreement obligations, we monitor the operations of the underlying systems and provide output and efficiency guaranties (collectively “product performance guaranties”). If the Energy Servers run at a lower efficiency or power output than we committed under our performance warranty or guaranty, we will reimburse the customer for this underperformance. Our performance obligation includes ensuring
the Energy Servers operate at least at the efficiency and/or power output levels set forth in the customer agreement. Our aggregate reimbursement obligation for a performance guaranty for each customer is capped based on the purchase price of the underlying Energy Servers. Product performance guaranty payments are accounted for as a reduction in service revenue. We accrue for performance guaranties based on the estimated amounts reimbursable at each reporting period and recognize the costs as a reduction to revenue.
Shipping and Handling Costs
Shipping and Handling Costs
We record costs related to shipping and handling in cost of product revenue, cost of installation revenue and cost of service as they are incurred.
Sales and Utility Taxes
Sales and Utility Taxes
We recognize revenue on a net basis for taxes charged to our customers and collected on behalf of the taxing authorities
Advertising and Promotion Costs Advertising and Promotion Costs — Expenses related to advertising and promotion of products are charged to sales and marketing expense as incurred.
Research and Development
Research and Development — We conduct internally funded research and development activities to improve anticipated product performance and reduce product life-cycle costs. Research and development costs are expensed as incurred and include salaries and expenses related to employees conducting research and development and other costs.
Stock-Based Compensation
Stock-Based Compensation — We account for stock options, restricted stock units (“RSUs”) and performance-based stock units (“PSUs”) awarded to employees and non-employee directors under the provisions of ASC 718, Compensation – Stock Compensation (“ASC 718”).
Stock-based compensation costs for options are measured using the Black-Scholes valuation model. The Black-Scholes valuation model uses as inputs the fair value of our common stock and assumptions we make for the volatility of our common stock, the expected term of the award, the risk-free interest rate for a period that approximates the expected term of the stock options and the expected dividend yield. In developing estimates used to calculate assumptions, we established the expected term for employee options as well as expected forfeiture rates based on the historical settlement experience and after giving consideration to vesting schedules. For options with a vesting condition tied to the attainment of service and market conditions, stock-based compensation costs are recognized using Monte Carlo simulations. Stock-based compensation costs are recorded net of estimated forfeitures such that expense is recorded only for those stock-based awards that are expected to vest. We typically record stock-based compensation costs for options under the straight-line attribution method over the requisite service period, which is generally the vesting term, which is generally four years for options.
Stock-based compensation costs for RSUs and PSUs are measured based on the fair value of the underlying shares on the date of grant. We recognize the compensation cost for RSUs using a straight-line basis over the requisite service period of the RSUs, which is generally three to four years. We recognize the compensation cost for PSUs over the expected performance period using the graded vesting method as the achievement of the milestones become probable, which is generally one to three years.
We also use the Black-Scholes valuation model to estimate the fair value of stock purchase rights under the Bloom Energy Corporation 2018 Employee Stock Purchase Plan (the “2018 ESPP”). The fair value of the 2018 ESPP purchase rights is recognized as an expense under the multiple options approach. Forfeitures are estimated at the time of grant and revised in subsequent periods, if necessary, if actual forfeitures differ from initial estimates.
Stock issued to grantees in our stock-based compensation is from authorized and previously unissued shares. Stock-based compensation costs are recorded in the consolidated statements of operations based on the employees’ respective functions. Stock-based compensation costs directly associated with the product manufacturing operations process are capitalized into inventory and expensed when the capitalized asset is used in the normal course of the sales or services process.
We record deferred tax assets for awards that result in deductions on our income tax returns, unless we cannot realize the deduction (i.e., we are in a net operating loss position), based on the amount of compensation cost recognized and our statutory tax rate.
Income Taxes
Income Taxes
We account for income taxes using the liability method under ASC 740, Income Taxes (“ASC 740”). Under this method, deferred tax assets and liabilities are determined based on net operating loss carryforwards, research and development credit carryforwards and temporary differences resulting from the different treatment of items for tax and financial reporting purposes. Deferred items are measured using the enacted tax rates and laws that are expected to be in effect when the differences reverse. Additionally, we must assess the likelihood that deferred tax assets will be recovered as deductions from future taxable income. We have provided a full valuation allowance on our domestic deferred tax assets because we believe it is more likely than not that our deferred tax assets will not be realized.
We follow the accounting guidance in ASC 740, which requires a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. We record a liability for the difference between the benefit recognized and measured pursuant to ASC 740-10 and the tax position taken or expected to be taken on our tax return. To the extent that the assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. We established reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves are established when we believe that certain positions might be challenged despite our belief that the tax return positions are fully supportable. The reserves are adjusted in light of changing facts and circumstances such as the outcome of a tax audit. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate. We recognize interest and penalties related to unrecognized tax benefits in income tax expense.
Comprehensive Loss
Comprehensive Loss
Our comprehensive loss is comprised of net loss attributable to common stockholders, change in derivative instruments designated and qualifying as cash flow hedges, foreign currency translation adjustment and comprehensive loss attributable to noncontrolling interest and redeemable noncontrolling interest.
Fair Value Measurement
Fair Value Measurement
ASC 820, Fair Value Measurement (“ASC 820”), defines fair value, establishes a framework for measuring fair value under U.S. GAAP and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principle or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The guidance describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value:
Level 1Quoted prices in active markets for identical assets or liabilities. Financial assets utilizing Level 1 inputs typically include money market securities and U.S. Treasury securities.
Level 2
Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. There were neither financial assets, nor financial liabilities as of December 31, 2023 and 2022 utilizing Level 2 inputs.
Level 3Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Financial liabilities utilizing Level 3 inputs include contract embedded derivatives. Their valuations are performed using a Monte Carlo simulation model which considers various potential electricity price curves over the sales contract terms.
Cash and Cash Equivalents
Cash, Cash Equivalents, and Restricted Cash — Cash equivalents consist of highly liquid short-term investments with maturities of 90 days or less at the date of purchase.
Restricted cash is held as collateral to provide financial assurance that we will fulfill obligations and commitments primarily related to our Portfolio Financings, the Third-Party PPAs and Managed Services Agreements. Restricted cash also includes debt service reserves, maintenance service reserves and facility lease agreements. Restricted cash that is expected to be used within one year of the balance sheet date is classified as a current asset, whereas restricted cash expected to be used more than one year from the balance sheet date is classified as a non-current asset.
Restricted Cash
Cash, Cash Equivalents, and Restricted Cash — Cash equivalents consist of highly liquid short-term investments with maturities of 90 days or less at the date of purchase.
Restricted cash is held as collateral to provide financial assurance that we will fulfill obligations and commitments primarily related to our Portfolio Financings, the Third-Party PPAs and Managed Services Agreements. Restricted cash also includes debt service reserves, maintenance service reserves and facility lease agreements. Restricted cash that is expected to be used within one year of the balance sheet date is classified as a current asset, whereas restricted cash expected to be used more than one year from the balance sheet date is classified as a non-current asset.
Derivatives
Derivatives — We account for our derivative instruments as either an asset or a liability which are carried at fair value on the consolidated balance sheets. Changes in the fair value of the derivatives that are designated and qualify as cash flow hedges are recorded in accumulated other comprehensive loss on the consolidated statements of comprehensive loss. Changes in fair value of those derivatives that no longer qualify as cash flow hedges or are derivatives that do not qualify for hedge accounting are recorded through earnings in the consolidated statements of operations.
Accounts Receivable
Accounts Receivable — Accounts receivable primarily represents trade receivables from sales to customers recorded at amortized cost less allowance for credit losses. The allowance for credit losses reflects our best estimate about future losses over the contractual life of outstanding accounts receivable taking into consideration historical experience, specific allowances for known troubled accounts, other currently available information including customer financial condition, and both current and forecasted economic conditions.
Inventories
Inventories — Inventories consist principally of raw materials, work-in-process and finished goods and are stated on a first-in, first-out basis at a lower of cost or net realizable value. We record inventory excess and obsolescence provisions for estimated obsolete or unsellable inventory, equal to the difference between the cost of inventory and estimated net realizable value based upon assumptions about market conditions and future demand for product generally expected to be utilized over the next 12 to 24 months, including product needed to fulfill our warranty obligations. If actual future demand for our products is less than currently forecasted, additional inventory provisions may be required. Once a provision is recorded, it is maintained until the product to which it relates is sold or otherwise disposed.
Property, Plant and Equipment
Property, Plant and Equipment — Property, plant and equipment, including leasehold improvements, are stated at cost less accumulated depreciation. The Energy Servers are depreciated to their residual values over their useful economic lives which reflect consideration of the terms of their related PPA and tariff agreements. These useful lives are reassessed when there is an expected change in the use of the Energy Servers. Leasehold improvements are depreciated over the shorter of the lease term or their estimated depreciable lives. Buildings are amortized over the shorter of the lease or property term or their estimated depreciable lives. Assets under construction are capitalized as costs are incurred and depreciation commences after the assets are put into service within their respective asset class.
Impairment of Long-Lived Assets Impairment of Long-Lived Assets — Our long-lived assets include property, plant and equipment and the Energy Servers capitalized in connection with our Managed Services Financing Program, Portfolio Financings and other similar arrangements. The carrying amounts of our long-lived assets are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful life is shorter than originally estimated.
Allocation of Profits and Losses of Consolidated Entities to Noncontrolling Interests
Allocation of Profits and Losses of Consolidated Entities to Noncontrolling Interests — We generally allocate profits and losses to noncontrolling interests under the hypothetical liquidation at book value (“HLBV”) method. The determination of equity in earnings under the HLBV method requires management to determine how proceeds, upon a hypothetical liquidation of the entity at book value, would be allocated between our investors. The noncontrolling interest balance is presented as a component of permanent equity in the consolidated balance sheets.
For income tax purposes, the Equity Investors of the PPA Entities receive a greater proportion of the share of losses and other income tax benefits. This includes the allocation of investment tax credits which are distributed to the Equity Investors through an Investment Company subsidiary of Bloom. Allocations are initially based on the terms specified in each respective partnership agreement until either a specific date or the Equity Investors’ targeted rate of return specified in the partnership agreement is met (the “flip” of the flip structure) whereupon the allocations change. In some cases, after the Equity Investors receive their contractual rate of return, we receive substantially all of the remaining value attributable to the long-term recurring customer payments and the other incentives. In August 2023, we sold our last consolidated PPA Entity being our VIE, PPA V, as a result of the PPA V Repowering of the Energy Servers (see Note 10 — Portfolio Financings). As of December 31, 2023 we had one VIE which we consolidate, Korean JV, which profit and loss are allocated to noncontrolling interests under the HLBV method.
Foreign Currency Considerations
Foreign Currency Considerations
Items included in the financial statements of each of the Company’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The functional currency of the Company’s parent entity is the U.S. dollar.
The functional currencies of our foreign subsidiaries are local currencies. The functional currency of our joint venture in the Republic of Korea is the local currency, the South Korean won (“KRW”), since the joint venture is financially independent of its U.S. parent and the KRW is the currency in which the joint venture generates and expends cash. The assets and liabilities of these entities are translated at the rate of exchange at the balance sheet date. Revenue and expenses are translated at the weighted average rate of exchange during the period. For these entities, translation adjustments resulting from the process of translating the local currency financial statements into the U.S. dollars are included in other comprehensive loss. Translation adjustments attributable to noncontrolling interests are allocated to and reported as part of the noncontrolling interests in the consolidated financial statements.
Transactions made in a currency other than the functional currency are remeasured to the functional currency at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are remeasured to the functional currency at the exchange rate at that date and non-monetary assets and liabilities are measured at historical rates. Foreign currency transaction gains and losses are included as a component of other (expense) income, net in our consolidated statements of operations.
The reporting currency for these consolidated financial statements is the U.S. dollar.
Accounting Guidance Not Yet Adopted and Recent Accounting Pronouncements
Accounting Guidance Not Yet Adopted
In August 2023, the FASB issued ASU 2023-05, Business Combinations — Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement (“ASU 2023-05”), which addresses the accounting for contributions made to a joint venture. ASU 2023-05 requires joint ventures to measure all assets and liabilities upon formation at fair value. This guidance will be applied prospectively to all joint venture formations with a formation date on or after January 1, 2025. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within the segment measure of profit or loss. This guidance will be applied retrospectively and is effective for annual reporting periods in fiscal years beginning after December 15, 2023, and interim reporting periods in fiscal years beginning after December 31, 2024. We are currently evaluating the potential impact, but we do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 addresses investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This guidance will be applied on a prospective basis and is effective for annual reporting periods in fiscal years beginning after December 15, 2024. Retrospective application is permitted. We are currently evaluating the potential impact, but we do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
Recent Accounting Pronouncements
Contract Assets and Contract Liabilities Acquired in a Business Combination — In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”), which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, as if it had originated the contracts. This approach differs from the previous requirement to measure contract assets and contract liabilities acquired in a business combination at fair value. ASU 2021-08 became effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2022. The standard does not impact acquired contract assets or liabilities from business combinations occurring prior to the adoption date.
There have been no significant changes in our reported financial position or results of operations and cash flows resulting from the adoption of new accounting pronouncements.
v3.24.0.1
Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
Schedule of Property, Plant and Equipment
Depreciation is calculated using the straight-line method over the estimated depreciable lives of the respective assets as follows:
Depreciable Lives
Energy Servers
15-21 years
Computers, software and hardware
3-5 years
Machinery and equipment
5-10 years
Furniture and fixtures
3-5 years
Leasehold improvements
1-10 years
Buildings*
* Lesser of 35 years or the term of the underlying land lease.
Property, plant and equipment, net, consists of the following (in thousands):
December 31,
 20232022
   
Energy Servers$309,770 $538,912 
Machinery and equipment174,549 145,555 
Construction-in-progress104,650 72,174 
Leasehold improvements94,646 104,528 
Buildings49,477 49,240 
Computers, software and hardware28,901 24,608 
Furniture and fixtures12,541 9,581 
774,534 944,598 
Less: accumulated depreciation(281,182)(344,184)
$493,352 $600,414 
v3.24.0.1
Revenue Recognition (Tables)
 12 Months Ended
Dec. 31, 2023
Revenue from Contract with Customer [Abstract]  
Schedule of Contract with Customer, Asset and Liability
The following table provides information about accounts receivables, contract assets, customer deposits and deferred revenue from contracts with customers (in thousands):
December 31,
 20232022
Accounts receivable$340,740 $250,995 
Contract assets41,366 46,727 
Customer deposits75,734 121,085 
Deferred revenue 72,328 94,355 
Years Ended
December 31,
20232022
Beginning balance$46,727 $25,201 
Transferred to accounts receivable from contract assets recognized at the beginning of the period(41,064)(20,250)
Revenue recognized and not billed as of the end of the period35,703 41,776 
Ending balance$41,366 $46,727 
Deferred revenue activity during the years ended December 31, 2023 and 2022 consisted of the following (in thousands):
Years Ended
December 31,
20232022
Beginning balance$94,355 $115,476 
Additions1,014,175 1,001,404 
Revenue recognized(1,036,202)(1,022,525)
Ending balance$72,328 $94,355 
Schedule of Disaggregation of Revenue
We disaggregate revenue from contracts with customers into four revenue categories: product, installation, service and electricity (in thousands):
Years Ended
December 31,
202320222021
Revenue from contracts with customers:
Product revenue$975,245 $880,664 $663,512 
Installation revenue92,796 92,120 96,059 
Service revenue
183,065 150,954 144,184 
Electricity revenue17,676 11,608 3,103 
Total revenue from contracts with customers
1,268,782 1,135,346 906,858 
Revenue from contracts that contain leases:
Electricity revenue64,688 63,779 65,318 
Total revenue$1,333,470 $1,199,125 $972,176 
v3.24.0.1
Financial Instruments (Tables)
 12 Months Ended
Dec. 31, 2023
Cash and Cash Equivalents [Abstract]  
Schedule of Cash and Cash Equivalents
The carrying values of cash, cash equivalents, and restricted cash approximate fair values and were as follows (in thousands):
December 31,
 20232022
As Held:
Cash$144,102 $226,463 
Money market funds601,076 291,903 
$745,178 $518,366 
As Reported:
Cash and cash equivalents$664,593 $348,498 
Restricted cash80,585 169,868 
$745,178 $518,366 
Schedule of Restrictions on Cash and Cash Equivalents
The carrying values of cash, cash equivalents, and restricted cash approximate fair values and were as follows (in thousands):
December 31,
 20232022
As Held:
Cash$144,102 $226,463 
Money market funds601,076 291,903 
$745,178 $518,366 
As Reported:
Cash and cash equivalents$664,593 $348,498 
Restricted cash80,585 169,868 
$745,178 $518,366 
Restricted cash consisted of the following (in thousands):
December 31,
 20232022
Current:  
Restricted cash$46,821 $50,965 
Restricted cash related to PPA V1
— 550 
46,821 51,515 
Non-current:
Restricted cash33,764 110,353 
Restricted cash related to PPA V1
— 8,000 
33,764 118,353 
$80,585 $169,868 
1 As of December 31, 2022, we had a variable interest entity (“VIE”) related to our PPA Entity, PPA V, which represented a portion of the consolidated balances recorded within the “restricted cash” and other financial statement line items in the consolidated balance sheets (see Note 10 — Portfolio Financings). In August 2023, we sold the PPA V as a result of the PPA V Repowering of the Energy Servers (see Note 10 — Portfolio Financings), and as such there were no balances related to PPA V in the consolidated balance sheets as of December 31, 2023. In addition, the restricted cash held in the PPA II and PPA IIIb entities as of December 31, 2023 included $32.2 million and $0.9 million of current restricted cash, respectively, and $8.2 million and $6.7 million of non-current restricted cash, respectively. The restricted cash held in the PPA II and PPA IIIb entities as of December 31, 2022, included $40.6 million and $1.2 million of current restricted cash, respectively, and $28.5 million and $6.7 million of non-current restricted cash, respectively. These entities are not considered VIEs.
v3.24.0.1
Fair Value (Tables)
 12 Months Ended
Dec. 31, 2023
Fair Value Disclosures [Abstract]  
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis
The tables below set forth, by level, our financial assets that are accounted for at fair value for the respective periods. The table does not include assets and liabilities that are measured at historical cost or any basis other than fair value (in thousands):
Fair Value Measured at Reporting Date Using
December 31, 2023Level 1Level 2Level 3Total
Assets
Cash equivalents:
Money market funds$601,076 $— $— $601,076 
$601,076 $— $— $601,076 
Liabilities
Derivatives:
Embedded EPP derivatives— — 4,376 4,376 
$— $— $4,376 $4,376 

 Fair Value Measured at Reporting Date Using
December 31, 2022Level 1Level 2Level 3Total
Assets
Cash equivalents:
Money market funds$291,903 $— $— $291,903 
$291,903 $— $— $291,903 
Liabilities
Derivatives:
Embedded EPP derivatives— — 5,895 $5,895 
$— $— $5,895 $5,895 
Schedule of Change in Level 3 Financial Liabilities
The changes in the Level 3 financial liabilities during the years ended December 31, 2023, 2022 and 2021 were as follows (in thousands):
Embedded EPP Derivative Liability
Liabilities at December 31, 2021
$6,461 
Changes in fair value(566)
Liabilities at December 31, 2022
5,895 
EPP liability settlement(3,160)
Changes in fair value1,641 
Liabilities at December 31, 2023
$4,376 
Schedule of Fair Values and Carrying Values of Customer Receivables and Debt Instruments The following table presents the estimated fair values and carrying values of debt instruments (in thousands):
 December 31, 2023December 31, 2022
 Net Carrying
Value		Fair ValueNet Carrying
Value		Fair Value
   
Debt instruments
Recourse:
3% Green Convertible Senior Notes due June 2028
615,205 673,613 — — 
2.5% Green Convertible Senior Notes due August 2025
226,801 260,820 224,832 309,488 
10.25% Senior Secured Notes due March 2027
— — 60,960 60,472 
Non-recourse:
4.6% Term Loan due October 2026
3,085 2,866 — — 
4.6% Term Loan due April 2026
1,542 1,479 — — 
3.04% Senior Secured Notes due June 2031
— — 125,787 117,028 
v3.24.0.1
Balance Sheet Components (Tables)
 12 Months Ended
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Schedule of Inventory
The components of inventory consist of the following (in thousands):
December 31,
 20232022
Raw materials$270,414 $165,446 
Work-in-progress50,632 44,660 
Finished goods181,469 58,288 
$502,515 $268,394 
Schedule of Prepaid Expense and Other Current Assets
Prepaid expenses and other current assets consist of the following (in thousands):
December 31,
 20232022
   
Prepaid workers compensation$6,851 $5,536 
Receivables from employees6,538 6,553 
Prepaid managed services
5,636 4,405 
Prepaid hardware and software maintenance5,202 4,290 
Tax receivables3,231 3,676 
Advance income tax provision2,557 783 
Deferred expenses (Note 17)
2,257 — 
Deposits made1,702 1,409 
Interest receivable1,697 556 
Prepaid rent1,232 965 
Prepaid deferred commissions1,178 1,002 
Other prepaid expenses and other current assets13,067 14,468 
$51,148 $43,643 
Schedule of Property, Plant and Equipment
Depreciation is calculated using the straight-line method over the estimated depreciable lives of the respective assets as follows:
Depreciable Lives
Energy Servers
15-21 years
Computers, software and hardware
3-5 years
Machinery and equipment
5-10 years
Furniture and fixtures
3-5 years
Leasehold improvements
1-10 years
Buildings*
* Lesser of 35 years or the term of the underlying land lease.
Property, plant and equipment, net, consists of the following (in thousands):
December 31,
 20232022
   
Energy Servers$309,770 $538,912 
Machinery and equipment174,549 145,555 
Construction-in-progress104,650 72,174 
Leasehold improvements94,646 104,528 
Buildings49,477 49,240 
Computers, software and hardware28,901 24,608 
Furniture and fixtures12,541 9,581 
774,534 944,598 
Less: accumulated depreciation(281,182)(344,184)
$493,352 $600,414 
Schedule of Other Long-Term Assets
Other long-term assets consist of the following (in thousands):
December 31,
20232022
   
Deferred commissions$9,373 $8,320 
Deferred expenses (Note 17)
9,069 — 
Long-term lease receivable7,335 8,076 
Deposits made3,157 2,672 
Prepaid managed services
1,646 2,373 
Deferred tax asset1,385 1,151 
Prepaid insurance— 4,047 
Prepaid and other long-term assets18,243 13,566 
$50,208 $40,205 
Schedule of Product Warranty Liability And Product Performance Liabilities
Accrued warranty liabilities consist of the following (in thousands):
December 31,
 20232022
   
Product performance$18,066 $16,901 
Product warranty1,260 431 
$19,326 $17,332 
Changes in the product warranty and product performance liabilities were as follows (in thousands):
Balances at December 31, 2021
$11,746 
Accrued warranty and product performance liabilities, net
17,719 
Warranty and product performance expenditures during the year
(12,133)
Balances at December 31, 2022
$17,332 
Accrued warranty and product performance liabilities, net
27,845 
Warranty and product performance expenditures during the year
(25,851)
Balances at December 31, 2023
$19,326 
Schedule of Accrued Other Current Liabilities
Accrued expenses and other current liabilities consist of the following (in thousands):
December 31,
 20232022
   
Compensation and benefits$47,901 $48,156 
General invoice and purchase order accruals36,266 44,010 
Sales tax liabilities17,412 6,172 
Sales-related liabilities5,121 7,147 
Accrued installation4,939 7,905 
Interest payable3,823 3,128 
Accrued restructuring costs (Note 12)
3,793 — 
Provision for income tax3,374 1,140 
Accrued consulting expenses3,244 1,390 
Accrued legal expenses1,359 4,403 
Finance lease liability1,072 1,024 
Delaware grant (Note 13)
— 9,495 
PPA IV Upgrade financing obligations— 6,076 
Current portion of derivative liabilities— 2,596 
Other2,575 1,541 
$130,879 $144,183 
v3.24.0.1
Outstanding Loans and Security Agreements (Tables)
 12 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
Schedule of Debt
The following is a summary of our debt as of December 31, 2023 (in thousands, except percentage data):
 Unpaid
Principal
Balance		Net Carrying ValueInterest
Rate		Maturity DatesEntity
 CurrentLong-
Term		Total
3% Green Convertible Senior Notes due June 2028
632,500 — 615,205 615,205 3.0%June 2028Company
2.5% Green Convertible Senior Notes due August 2025
230,000 — 226,801 226,801 2.5%August 2025Company
Total recourse debt862,500 — 842,006 842,006 
4.6% Term Loan due October 2026
3,085 — 3,085 3,085 4.6%October 2026
Korean JV
4.6% Term Loan due April 2026
1,542 — 1,542 1,542 4.6%April 2026
Korean JV
Total non-recourse debt4,627 — 4,627 4,627 
Total debt$867,127 $— $846,633 $846,633 

The following is a summary of our debt as of December 31, 2022 (in thousands, except percentage data):
 Unpaid
Principal
Balance		Net Carrying ValueInterest
Rate		Maturity DatesEntity
 CurrentLong-
Term		Total
10.25% Senior Secured Notes due March 2027
$61,653 $12,716 $48,244 $60,960 10.25%March 2027Company
2.5% Green Convertible Senior Notes due August 2025
230,000 — 224,832 224,832 2.5%August 2025Company
Total recourse debt291,653 12,716 273,076 285,792 
3.04% Senior Secured Notes due June 30, 2031
127,430 13,307 112,480 125,787 3.04%June 2031PPA V
Total non-recourse debt127,430 13,307 112,480 125,787 
Total debt$419,083 $26,023 $385,556 $411,579 
Schedule of Repayment and Interest Expense
The following table presents details of our outstanding loan principal repayment schedule as of December 31, 2023 (in thousands):
2024$— 
2025230,000 
20264,627 
2027— 
2028632,500 
Thereafter— 
$867,127 
v3.24.0.1
Leases (Tables)
 12 Months Ended
Dec. 31, 2023
Leases [Abstract]  
Schedule of Assets and Liabilities Leases
Operating and financing lease right-of-use assets and lease liabilities as of December 31, 2023 and 2022 were as follows (in thousands):
Years Ended
December 31,
20232022
Operating Leases:
Operating lease right-of-use assets, net 1, 2
$139,732 $126,955 
Current operating lease liabilities(20,245)(16,227)
Non-current operating lease liabilities(141,939)(132,363)
Total operating lease liabilities$(162,184)$(148,590)
Finance Leases:
Finance lease right-of-use assets, net 2, 3, 4
$2,708 $2,824 
Current finance lease liabilities 5
(1,072)(1,024)
Non-current finance lease liabilities 6
(1,837)(1,971)
Total finance lease liabilities(2,909)(2,995)
Total lease liabilities$(165,093)$(151,585)
1 These assets primarily include leases for facilities, the Energy Servers, and vehicles.
2 Net of accumulated amortization.
3 These assets primarily include leases for vehicles.
4 Included in property, plant and equipment, net in the consolidated balance sheets.
5 Included in accrued expenses and other current liabilities in the consolidated balance sheets.
6 Included in other long-term liabilities in the consolidated balance sheets.
Schedule of Lease, Cost
The components of our lease costs for the years ended December 31, 2023, 2022 and 2021 were as follows (in thousands):
Years Ended
December 31,
202320222021
Operating lease costs$33,190 $25,503 $15,850 
Financing lease costs:
Amortization of right-of-use assets891 968 1,345 
Interest on lease liabilities273 220 349 
Total financing lease costs1,164 1,188 1,694 
Short-term lease costs517 974 407 
Total lease costs$34,871 $27,665 $17,951 
Weighted average remaining lease terms and discount rates for our leases as of December 31, 2023 and 2022 were as follows:
December 31,
20232022
Weighted average remaining lease term:
Operating leases7.4 years8.6 years
Finance leases3.2 years3.3 years
Weighted average discount rate:
Operating leases10.6 %10.3 %
Finance leases9.5 %6.9 %
Schedule of Finance Lease, Liability, Fiscal Year Maturity
Future lease payments under lease agreements as of December 31, 2023 were as follows (in thousands):
Operating LeasesFinance Leases
2024$35,666 $1,302 
202533,177 864 
202633,157 630 
202731,994 462 
202825,690 133 
Thereafter79,707 — 
Total minimum lease payments239,391 3,391 
Less: amounts representing interest or imputed interest(77,207)(482)
Present value of lease liabilities$162,184 $2,909 
At December 31, 2023, future lease payments under the Managed Services Agreements financing obligations were as follows (in thousands):
Financing Obligations
2024$43,799 
202542,868 
202638,298 
202721,972 
202812,068 
Thereafter26,340 
Total minimum lease payments185,345 
Less: imputed interest(97,017)
Present value of net minimum lease payments88,328 
Less: current financing obligations(38,971)
Long-term financing obligations$49,357 
Schedule of Lessee, Operating Lease, Liability, Maturity
Future lease payments under lease agreements as of December 31, 2023 were as follows (in thousands):
Operating LeasesFinance Leases
2024$35,666 $1,302 
202533,177 864 
202633,157 630 
202731,994 462 
202825,690 133 
Thereafter79,707 — 
Total minimum lease payments239,391 3,391 
Less: amounts representing interest or imputed interest(77,207)(482)
Present value of lease liabilities$162,184 $2,909 
At December 31, 2023, future lease payments under the Managed Services Agreements financing obligations were as follows (in thousands):
Financing Obligations
2024$43,799 
202542,868 
202638,298 
202721,972 
202812,068 
Thereafter26,340 
Total minimum lease payments185,345 
Less: imputed interest(97,017)
Present value of net minimum lease payments88,328 
Less: current financing obligations(38,971)
Long-term financing obligations$49,357 
v3.24.0.1
Stock-Based Compensation and Employee Benefit Plans (Tables)
 12 Months Ended
Dec. 31, 2023
Compensation Related Costs [Abstract]  
Schedule of Employee and Non-Employee Stock-Based Compensation Expense
The following table summarizes the components of stock-based compensation expense in the consolidated statements of operations (in thousands):
 Years Ended
December 31,
 202320222021
Cost of revenue$17,504 $18,955 $13,811 
Research and development27,620 33,956 20,274 
Sales and marketing16,415 18,651 17,085 
General and administrative25,556 42,404 24,962 
$87,095 $113,966 $76,132 
Schedule of Stock Option and RSU Activity
The following table summarizes the stock option activity under our stock plans during the reporting period:
 Outstanding Options
 Number of
Shares		Weighted
Average
Exercise
Price		Remaining
Contractual
Life (Years)		Aggregate
Intrinsic
Value
   (in thousands)
Balances at December 31, 2021
10,737,295 $21.23 5.2$60,304 
Exercised(537,324)7.08 
Forfeited(42,774)6.98 
Expired(1,408,888)30.39 
Balances at December 31, 2022
8,748,309 $20.70 4.6$40,532 
Exercised(525,031)6.76 
Expired(975,654)26.58 
Balances at December 31, 2023
7,247,624 $20.93 3.8$19,446 
Vested and expected to vest at December 31, 2023
7,241,265 20.93 3.819,444 
Exercisable at December 31, 2023
7,230,957 20.96 3.819,321 
The following table presents the stock activity and the total number of shares available for grant under our stock plans:
 Plan Shares Available
for Grant
  
Balances at December 31, 202124,146,784 
Added to plan8,384,460 
Granted(5,431,930)
Cancelled/Forfeited2,597,990 
Expired(1,356,663)
Balances at December 31, 2022
28,340,641 
Added to plan8,948,255 
Granted(6,290,060)
Cancelled/Forfeited2,774,990 
Expired(895,920)
Balances at December 31, 2023
32,877,906 
Schedule of RSU Activity and Related Information
A summary of our stock awards activity and related information is as follows:
Number of
Awards
Outstanding		Weighted
Average Grant
Date Fair
Value
Unvested Balance at December 31, 2021
8,367,664 $20.52 
Granted5,395,199 19.74 
Vested(2,957,215)18.14 
Forfeited(1,256,613)21.32 
Unvested Balance at December 31, 2022
9,549,035 $19.99 
Granted6,369,823 17.33 
Vested(4,160,416)19.55 
Forfeited(1,869,101)21.12 
Unvested Balance at December 31, 2023
9,889,341 $18.25 
Schedule of Weighted-Average Valuation Assumptions
We used the following weighted-average assumptions in applying the Black-Scholes valuation model for determination of the 2018 ESPP share valuation:
Years Ended
December 31,
20232022
Risk-free interest rate
4.9%-5.6%
3.1%-3.2%
Expected term (years)
0.5-2
0.5-2
Expected dividend yield——
Expected volatility
54.1%-74.1%
78.0%-88.9%
v3.24.0.1
Portfolio Financings (Tables)
 12 Months Ended
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Schedule of Variable Interest Entities
The table below shows the details of the one Investment Company VIEs that was active during the year ended December 31, 2023 and its cumulative activities from inception to the years indicated (dollars in thousands):
PPA V
Overview:
Maximum size of installation (in megawatts)40
Installed size (in megawatts)37
Term of power purchase agreements (in years)15
First system installedJun-15
Last system installedDec-16
Initial income (loss) and tax benefits allocation to Equity Investor99%
Initial cash allocation to Equity Investor90%
Income (loss), tax and cash allocations to Equity Investor after the flip dateNo flip
Equity Investors1
Constellation2 and Intel
Company cash contributions$27,932 
Equity Investor cash contributions227,344 
Debt financing131,237 
Activity as of December 31, 2023:
Distributions to Equity Investor227,344 
Debt repayment—principal267,226 
Activity as of December 31, 2022:
Distributions to Equity Investor30,786 
Debt repayment—principal139,795 
Activity as of December 31, 2021:
Distributions to Equity Investor26,601 
Debt repayment—principal132,587 
1 Investor names represent ultimate parents of subsidiary financing the project. Bloom purchased the equity interest in PPA V from Equity Investors in fiscal 2022 and 2023. Refer to the sections entitled PPA V Interest Buyout and PPA V Repowering of the Energy Servers for further details.
2 Formerly known as Exelon Corporation.
Generally, the assets of an operating company owned by an Investment Company can be used to settle only the operating company obligations, and the operating company creditors do not have recourse to us. The following were the aggregate carrying values of our VIE’s assets and liabilities in our consolidated balance sheets, after eliminations of intercompany transactions and balances, including PPA V in the PPA V transaction as of December 31, 2022 (in thousands):

December 31,
2022
Assets
Current assets:
Cash and cash equivalents$5,008 
Restricted cash550 
Accounts receivable2,072 
Prepaid expenses and other current assets1,927 
Total current assets9,557 
Property and equipment, net133,285 
Restricted cash8,000 
Other long-term assets1,869 
Total assets$152,711 
Liabilities
Current liabilities:
Accrued expenses and other current liabilities$1,037 
Deferred revenue and customer deposits662 
Non-recourse debt13,307 
Total current liabilities15,006 
Deferred revenue and customer deposits4,748 
Non-recourse debt112,480 
Total liabilities$132,234 
v3.24.0.1
Related Party Transactions (Tables)
 12 Months Ended
Dec. 31, 2023
Related Party Transactions [Abstract]  
Schedule of Related Party Transactions
Our operations included the following related party transactions (in thousands):
 Years Ended
December 31,
 202320222021
Total revenue from related parties1
$487,240 $36,281 $16,038 
Cost of product revenue2
133 — — 
General and administrative expenses3
812 — — 
Interest expense4
84 — — 
1 Includes revenue from SK ecoplant for the year ended December 31, 2023, which became a related party on September 23, 2023, however we had transactions with SK ecoplant in prior periods (see Note 17 — SK ecoplant Strategic Investment). Revenue from related parties for the years ended December 31, 2022 and 2021 relate to Korean JV in its entirety.
2 Includes expenses billed by SK ecoplant to Korean JV for headcount support, maintenance and other services.
3 $0.6 million relate to rent expenses per operating lease agreements entered between Korean JV and SK ecoplant, $0.2 million relate to miscellaneous expenses billed by SK ecoplant to Korean JV.
4 Interest expense per two term loans entered between Korean JV and SK ecoplant in fiscal 2023 (see Note 7 — Outstanding Loans and Security Agreements).
Below is the summary of outstanding related party balances as of December 31, 2023 and December 31, 2022 (in thousands):
 December 31,
20232022
   
Accounts receivable$262,031 $4,257 
Contract assets
6,872 — 
Deferred cost of revenue, current
875 — 
Prepaid expenses and other current assets (Note 17)
2,257 — 
Operating lease right-of-use assets1
2,031 — 
Other long-term assets (Note 17)
9,069 — 
Accounts payable77 — 
Accrued expenses and other current liabilities3,427 — 
Deferred revenue and customer deposits, current
1,707 — 
Operating lease liabilities, current1
440 — 
Deferred revenue and customer deposits, long-term
6,709 — 
Operating lease liabilities, non-current1
1,617 — 
Non-recourse debt2 (Note 7)
4,627 — 
1 Balances relate to operating leases entered between Korean JV and SK ecoplant.
2 Represent the total balance of two term loans entered between Korean JV and SK ecoplant in fiscal 2023 (see Note 7 — Outstanding Loans and Security Agreements).
v3.24.0.1
Restructuring (Tables)
 12 Months Ended
Dec. 31, 2023
Restructuring and Related Activities [Abstract]  
Schedule of Restructuring
The following table presents our current liability as accrued for restructuring charges on our consolidated balance sheets. The table sets forth an analysis of the components of the restructuring charges and payments made against the accrual for the year ended December 31, 2023 (in thousands):
 
Year Ended December 31, 2023
Facility Closure
Severance
Other
Total
Balance at December 31, 2022
$— $— $— $— 
Restructuring accruals
2,611 5,306 1,249 9,166 
Payments
(34)(4,842)(497)(5,373)
Balance at December 31, 2023
$2,577 $464 $752 $3,793 
The following table summarizes restructuring costs included in the accompanying consolidated statements of operations (in thousands):
 
Year Ended December 31, 2023
Cost of product revenue
$2,976 
Cost of installation revenue
71 
Cost of service revenue
521 
Operating expenses:
Research and development1,609 
Sales and marketing
1,679 
General and administrative2,467 
Total
$9,323 
v3.24.0.1
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2023
Income Tax Disclosure [Abstract]  
Schedule of Income before Income Tax, Domestic and Foreign
The components of loss before the provision for income taxes are as follows (in thousands):
 Years Ended
December 31,
202320222021
United States$(310,243)$(320,107)$(195,208)
Foreign4,200 6,118 2,885 
    Total$(306,043)$(313,989)$(192,323)
Schedule of Components of Income Tax Expense (Benefit) The provision for income taxes is comprised of the following (in thousands):
Years Ended
December 31,
202320222021
  
Current:
Federal$— $— $— 
State246 374 107 
Foreign1,640 1,158 1,012 
Total current1,886 1,532 1,119 
Deferred:
Federal— — — 
State— — — 
Foreign8 (435)(73)
Total deferred8 (435)(73)
Total provision for income taxes$1,894 $1,097 $1,046 
Schedule of Effective Income Tax Rate Reconciliation
A reconciliation of the U.S. federal statutory income tax rate to our effective tax rate is as follows (in thousands):
Years Ended
December 31,
202320222021
Tax at federal statutory rate$(64,270)$(65,922)$(40,387)
State taxes, net of federal effect246 374 107 
Impact of noncontrolling interest
1,222 2,872 6,074 
Elimination of acquiree deferred taxes— — 2,149 
Non-U.S. tax effect1,067 (387)412 
Nondeductible expenses and losses5,239 2,258 1,311 
Stock-based compensation3,222 7,019 5,307 
Loss on debt extinguishment— — — 
U.S. tax on foreign earnings (GILTI)86 2,525 59 
(Gain) loss on SK Equity Transaction11,811 (3,932)2,292 
Acquisition contingent liability— — (762)
Change in valuation allowance43,271 56,290 24,484 
Provision for income taxes$1,894 $1,097 $1,046 
Schedule of Deferred Tax Assets and Liabilities
Significant components of our deferred tax assets and liabilities consist of the following (in thousands): 
December 31,
2023
2022
 
Tax credits and net operating loss carryforwards$574,679 $558,779 
Lease liabilities151,470 157,890 
Depreciation and amortization59,790 27,681 
Deferred revenue13,580 18,992 
Accruals and reserves36,096 21,084 
Research and development expenditures capitalization53,991 28,965 
Stock-based compensation19,698 22,675 
Disallowed Interest expenses29,581 29,159 
Investment in PPA entities— 4,354 
Other items — deferred tax assets1,695 1,519 
Gross deferred tax assets940,580 871,098 
Valuation allowance(831,597)(758,242)
Net deferred tax assets108,983 112,856 
Managed services — deferred costs(16,826)(18,974)
Right-of-use assets and leased assets(88,391)(90,682)
Other items — deferred tax liability(2,381)(2,049)
Gross deferred tax liabilities(107,598)(111,705)
Net deferred tax asset$1,385 $1,151 
Summary of Operating Loss Carryforwards The expiration of federal and California net operating loss carryforwards is summarized as follows (in billions):
 FederalCalifornia
Expire in 2024 — 2028
$0.2 $0.1 
Expire in 2029 — 2033
0.7 0.6 
Expire beginning in 2034
0.8 0.8 
Carryforward indefinitely0.4 — 
Total$2.1 $1.5 
Summary of Tax Credit Carryforwards
The expiration of the federal and California credit carryforwards is summarized as follows (in millions):
FederalCalifornia
Expire in 2024 — 2028
$4.3 $— 
Expire in 2029 — 2033
7.9 — 
Expire beginning in 2034
33.5 — 
Carryforward indefinitely— 19.1 
Total$45.7 $19.1 
Summary of Positions for which Significant Change in Unrecognized Tax Benefits is Reasonably Possible
A reconciliation of the beginning and ending amounts of unrecognized tax benefits were as follows (in thousands):
Years Ended
December 31,
202320222021
Unrecognized tax benefits beginning balance$48,389 $42,010 $37,753 
Gross decrease for tax positions of prior year
(152)(55)— 
Gross increase for tax positions of prior year
1,307 — 95 
Gross increase for tax positions of current year8,613 6,434 4,162 
Unrecognized tax benefits end balance$58,157 $48,389 $42,010 
v3.24.0.1
Net Loss per Share Available to Common Stockholders (Tables)
 12 Months Ended
Dec. 31, 2023
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted
The following table sets forth the computation of our net loss per share available to common stockholders, basic and diluted (in thousands, except per share amounts):
Years Ended
December 31,
 202320222021
Numerator:
Net loss available to common stockholders
$(302,116)$(301,708)$(164,473)
Denominator:
Weighted average shares of common stock, basic and diluted212,681 185,907 173,438 
Net loss per share available to common stockholders, basic and diluted
$(1.42)$(1.62)$(0.95)
Schedule of Antidilutive Securities Excluded from Computation of Diluted Net Loss Per Share
The following common stock equivalents (in thousands) were excluded from the computation of our net loss per share available to common stockholders, diluted, for the years presented as their inclusion would have been antidilutive (in thousands):
 Years Ended
December 31,
 202320222021
 
Convertible notes35,327 14,187 14,187 
Redeemable convertible preferred stock9,795 8,521 82 
Stock options and awards4,011 5,683 7,018 
49,133 28,391 21,287 
v3.24.0.1
SK ecoplant Strategic Investment (Tables)
 12 Months Ended
Dec. 31, 2023
Equity Method Investments and Joint Ventures [Abstract]  
Schedule of Asset and Liabilities
December 31,
20232022
Assets
Current assets:
Cash and cash equivalents$3,003 $2,591 
Accounts receivable19,567 4,257 
Inventories8,156 13,412 
Prepaid expenses and other current assets644 2,645 
Total current assets31,370 22,905 
Property and equipment, net2,519 1,141 
Operating lease right-of-use assets2,138 2,390 
Other long-term assets46 47 
Total assets$36,073 $26,483 
Liabilities
Current liabilities:
Accounts payable$3,480 $5,607 
Accrued expenses and other current liabilities2,347 1,355 
Deferred revenue and customer deposits— 2 
Operating lease liabilities440 393 
Total current liabilities6,267 7,357 
Operating lease liabilities1,617 2,000 
Non-recourse debt
4,627 — 
Total liabilities$12,511 $9,357 
v3.24.0.1
Nature of Business, Liquidity and Basis of Presentation - Liquidity (Details) - USD ($)
 1 Months Ended 12 Months Ended
Oct. 05, 2023
Sep. 23, 2023
Aug. 24, 2023
Jun. 01, 2023
May 16, 2023
Apr. 11, 2023
Mar. 20, 2023
Nov. 08, 2022
Aug. 19, 2022
Aug. 10, 2022
Oct. 23, 2021
Nov. 30, 2021
Oct. 31, 2021
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
May 01, 2020
Subsidiary, Sale of Stock [Line Items]                                  
Long-term debt                           $ 846,633,000 $ 411,579,000    
Preferred stock, issued (in shares)             13,491,701             0 0    
Preferred stock, outstanding (in shares)             13,491,701             0 0    
Product                                  
Subsidiary, Sale of Stock [Line Items]                                  
Amount recognized from adjustments                             $ 8,700,000    
Installation                                  
Subsidiary, Sale of Stock [Line Items]                                  
Amount recognized from adjustments                             1,300,000    
PPA Company 5                                  
Subsidiary, Sale of Stock [Line Items]                                  
Debt repayment—principal                           $ 267,226,000 139,795,000 $ 132,587,000  
3.04% Senior Secured Notes Due June 30 2031                                  
Subsidiary, Sale of Stock [Line Items]                                  
Interest Rate     3.04%                            
3% Green Convertible Senior Notes due June 2028                                  
Subsidiary, Sale of Stock [Line Items]                                  
Redemption price, percentage         130.00%                        
10.25% Senior Secured Notes due March 2027                                  
Subsidiary, Sale of Stock [Line Items]                                  
Interest Rate       10.25%                         10.25%
Proceeds from debt, net of issuance costs       $ 60,900,000                          
Redemption price, percentage       104.00%                   101.00%      
Capped Calls                                  
Subsidiary, Sale of Stock [Line Items]                                  
Proceeds from debt, net of issuance costs         $ 54,500,000                        
SK Ecoplant                                  
Subsidiary, Sale of Stock [Line Items]                                  
Acquisition joint venture term 3 years         3 years                      
Payments to acquire interest in joint venture $ 3,100,000         $ 1,500,000                      
Acquisition joint venture fixed interest rate percentage 4.60%         4.60%                      
Over-Allotment Option | SK Ecoplant                                  
Subsidiary, Sale of Stock [Line Items]                                  
Offering price per share (in dollars per share)                   $ 23.05              
Net proceeds from stock offering                   $ 4,200,000              
Securities Purchase Agreement | SK Ecoplant                                  
Subsidiary, Sale of Stock [Line Items]                                  
Net proceeds from stock offering                   $ 311,000,000              
Class A Common Stock | Initial Investment                                  
Subsidiary, Sale of Stock [Line Items]                                  
Shares sold in offering (in shares)                 13,000,000                
Offering price per share (in dollars per share)                 $ 26.00                
Net proceeds from stock offering                 $ 371,500,000                
Option period                 30 days                
Number of additional shares issued (in shares)                 1,950,000                
Underwriting discounts and commissions                 $ 16,500,000                
Deferred offering costs                 $ 700,000                
Class A Common Stock | Over-Allotment Option | SK Ecoplant                                  
Subsidiary, Sale of Stock [Line Items]                                  
Shares sold in offering (in shares)                   13,491,701              
Series B preferred | SK Ecoplant                                  
Subsidiary, Sale of Stock [Line Items]                                  
Shares converted (in shares)   13,491,701                              
SK Ecoplant                                  
Subsidiary, Sale of Stock [Line Items]                                  
Net proceeds from stock offering             $ 310,500,000                    
SK Ecoplant | Second Tranche Closing                                  
Subsidiary, Sale of Stock [Line Items]                                  
Net proceeds from stock offering             311,000,000                    
Sale of stock, issuance cost             $ 500,000                    
SK Ecoplant | Series A Redeemable Convertible Preferred Stock | Initial Investment                                  
Subsidiary, Sale of Stock [Line Items]                                  
Shares sold in offering (in shares)                     10,000,000            
Temporary equity, par value (in dollars per share)                     $ 0.0001            
Offering price per share (in dollars per share)                     $ 25.50   $ 25.50        
Net proceeds from stock offering                     $ 255,000,000   $ 255,000,000        
SK Ecoplant | Class A Common Stock                                  
Subsidiary, Sale of Stock [Line Items]                                  
Shares converted (in shares)               10,000,000                  
SK Ecoplant | Series B preferred | Second Tranche Closing                                  
Subsidiary, Sale of Stock [Line Items]                                  
Shares sold in offering (in shares)             13,491,701                    
Temporary equity, par value (in dollars per share)             $ 0.0001                    
Offering price per share (in dollars per share)             23.05                    
SK Ecoplant | Series B Redeemable Convertible Preferred Stock | Initial Investment                                  
Subsidiary, Sale of Stock [Line Items]                                  
Temporary equity, par value (in dollars per share)             $ 0.0001                    
Total recourse debt                                  
Subsidiary, Sale of Stock [Line Items]                                  
Long-term debt                           $ 842,006,000 285,792,000    
Non-recourse debt                                  
Subsidiary, Sale of Stock [Line Items]                                  
Long-term debt                           $ 4,627,000 $ 125,787,000    
Senior Secured Notes | 3.04% Senior Secured Notes due June 2031                                  
Subsidiary, Sale of Stock [Line Items]                                  
Interest Rate                       3.04%     3.04%    
Senior Secured Notes | 3.04% Senior Secured Notes due June 2031 | PPA Company 5                                  
Subsidiary, Sale of Stock [Line Items]                                  
Debt repayment—principal     $ 118,500,000                 $ 118,500,000          
Accrued interest     $ 500,000                 500,000          
Debt face amount                       $ 136,000,000          
Senior Secured Notes | 3% Green Convertible Senior Notes due June 2028                                  
Subsidiary, Sale of Stock [Line Items]                                  
Interest Rate         3.00%                        
Debt face amount         $ 632,500,000                        
Proceeds from debt, net of issuance costs         $ 612,800,000                        
Senior Secured Notes | 10.25% Senior Secured Notes due March 2027                                  
Subsidiary, Sale of Stock [Line Items]                                  
Interest Rate                                 10.25%
v3.24.0.1
Nature of Business, Liquidity and Basis of Presentation - Concentration of Risk (Details) - customer
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Sales Revenue, Net | Customer Concentration Risk      
Subsidiary, Sale of Stock [Line Items]      
Number of customers 2 2 2
Sales Revenue, Net | Customer Concentration Risk | Customer One      
Subsidiary, Sale of Stock [Line Items]      
Concentration risk, percentage   38.00% 43.00%
Sales Revenue, Net | Customer Concentration Risk | Customer Three      
Subsidiary, Sale of Stock [Line Items]      
Concentration risk, percentage 37.00%    
Sales Revenue, Net | Customer Concentration Risk | Customer Two      
Subsidiary, Sale of Stock [Line Items]      
Concentration risk, percentage 26.00% 37.00% 11.00%
Accounts Receivable | Customer Concentration Risk      
Subsidiary, Sale of Stock [Line Items]      
Number of customers 1 1  
Accounts Receivable | Customer Concentration Risk | Customer One      
Subsidiary, Sale of Stock [Line Items]      
Concentration risk, percentage 74.00% 75.00%  
Asia Pacific | Sales Revenue, Net | Geographic Concentration Risk      
Subsidiary, Sale of Stock [Line Items]      
Concentration risk, percentage 30.00% 44.00% 38.00%
v3.24.0.1
Summary of Significant Accounting Policies - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Revenue related to sales-type leases   $ 400 $ 2,300
ITC recapture period 5 years    
ITC recaptured amount $ 0 0 0
Impairment of assets related to PPAs $ 130,088 113,514 0
Stock options and awards      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Requisite service period 4 years    
Variable Interest Entity, Primary Beneficiary | PPA V Upgrade      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Impairment of assets related to PPAs $ 123,700    
Variable Interest Entity, Primary Beneficiary | PPA 3A Upgrade      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Impairment of assets related to PPAs   44,800  
Variable Interest Entity, Primary Beneficiary | PPA 4 Upgrade      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Impairment of assets related to PPAs $ 64,000    
Minimum      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Term of PPA 10 years    
Incentives received by the Company 1.00%    
Minimum | Restricted Stock Units      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Requisite service period 3 years    
Minimum | PSUs      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Requisite service period 1 year    
Maximum      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Term of PPA 21 years    
Incentives received by the Company 10.00%    
Maximum | Restricted Stock Units      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Requisite service period 4 years    
Maximum | PSUs      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Requisite service period 3 years    
Electricity      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Operating lease, lease income $ 64,688 63,779 65,318
Power Purchase Agreement Program Leases | Electricity      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Operating lease, lease income 14,300 25,900 28,600
Power Purchase Agreement Program Leases | Service      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Operating lease, lease income $ 3,100 $ 13,100 $ 14,600
v3.24.0.1
Summary of Significant Accounting Policies - Estimated Depreciable Lives (Details)
Dec. 31, 2023
Energy Servers | Minimum  
Property, Plant and Equipment [Line Items]  
Estimated depreciable life 15 years
Energy Servers | Maximum  
Property, Plant and Equipment [Line Items]  
Estimated depreciable life 21 years
Computers, software and hardware | Minimum  
Property, Plant and Equipment [Line Items]  
Estimated depreciable life 3 years
Computers, software and hardware | Maximum  
Property, Plant and Equipment [Line Items]  
Estimated depreciable life 5 years
Machinery and equipment | Minimum  
Property, Plant and Equipment [Line Items]  
Estimated depreciable life 5 years
Machinery and equipment | Maximum  
Property, Plant and Equipment [Line Items]  
Estimated depreciable life 10 years
Furniture and fixtures | Minimum  
Property, Plant and Equipment [Line Items]  
Estimated depreciable life 3 years
Furniture and fixtures | Maximum  
Property, Plant and Equipment [Line Items]  
Estimated depreciable life 5 years
Leasehold improvements | Minimum  
Property, Plant and Equipment [Line Items]  
Estimated depreciable life 1 year
Leasehold improvements | Maximum  
Property, Plant and Equipment [Line Items]  
Estimated depreciable life 10 years
Buildings | Maximum  
Property, Plant and Equipment [Line Items]  
Estimated depreciable life 35 years
v3.24.0.1
Revenue Recognition - Contract Balances (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Revenue from Contract with Customer [Abstract]      
Accounts receivable $ 340,740 $ 250,995  
Contract assets 41,366 46,727 $ 25,201
Customer deposits 75,734 121,085  
Deferred revenue $ 72,328 $ 94,355  
v3.24.0.1
Revenue Recognition - Narrative (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Dec. 29, 2021
Disaggregation of Revenue [Line Items]      
Deferred revenue $ 72,328 $ 94,355  
SK Ecoplant      
Disaggregation of Revenue [Line Items]      
Deferred revenue $ 0 $ 24,600 $ 37,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01      
Disaggregation of Revenue [Line Items]      
Revenue, remaining performance obligation, expected timing of satisfaction, period 21 years    
v3.24.0.1
Revenue Recognition - Contract Assets (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Contract With Customer, Asset, After Allowance for Credit Loss [Roll Forward]    
Beginning balance $ 46,727 $ 25,201
Transferred to accounts receivable from contract assets recognized at the beginning of the period (41,064) (20,250)
Revenue recognized and not billed as of the end of the period 35,703 41,776
Ending balance $ 41,366 $ 46,727
v3.24.0.1
Revenue Recognition - Contract Liabilities (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Change in Contract with Customer, Liability [Abstract]    
Beginning balance $ 94,355 $ 115,476
Additions 1,014,175 1,001,404
Revenue recognized (1,036,202) (1,022,525)
Ending balance $ 72,328 $ 94,355
v3.24.0.1
Revenue Recognition - Revenue by Source (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Disaggregation of Revenue [Line Items]      
Total revenue from contracts with customers $ 1,268,782 $ 1,135,346 $ 906,858
Total revenue [1] 1,333,470 1,199,125 972,176
Product revenue      
Disaggregation of Revenue [Line Items]      
Total revenue from contracts with customers 975,245 880,664 663,512
Total revenue [1] 975,245 880,664 663,512
Installation revenue      
Disaggregation of Revenue [Line Items]      
Total revenue from contracts with customers 92,796 92,120 96,059
Total revenue [1] 92,796 92,120 96,059
Service revenue      
Disaggregation of Revenue [Line Items]      
Total revenue from contracts with customers 183,065 150,954 144,184
Total revenue [1] 183,065 150,954 144,184
Electricity revenue      
Disaggregation of Revenue [Line Items]      
Total revenue from contracts with customers 17,676 11,608 3,103
Electricity revenue 64,688 63,779 65,318
Total revenue [1] $ 82,364 $ 75,387 $ 68,421
[1] Including related party revenue of $487.2 million, $36.3 million and $16.0 million for the years ended December 31, 2023, 2022 and 2021, respectively.
v3.24.0.1
Financial Instruments - Cash and Cash Equivalents and Restricted Cash (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Debt Securities, Available-for-sale [Line Items]        
Cash and cash equivalents [1] $ 664,593 $ 348,498    
Restricted cash 80,585 169,868    
Cash, cash equivalents and restricted cash 745,178 518,366 $ 615,114 $ 416,710
Cash        
Debt Securities, Available-for-sale [Line Items]        
Cash, cash equivalents and restricted cash 144,102 226,463    
Money market funds        
Debt Securities, Available-for-sale [Line Items]        
Cash, cash equivalents and restricted cash $ 601,076 $ 291,903    
[1] We have variable interest entities related to the PPA* V (see Note 10 — Portfolio Financings) and a joint venture in the Republic of Korea (see Note 17 — SK ecoplant Strategic Investment), which represent a portion of the consolidated balances recorded within these financial statement line items.
In August 2023, we sold the PPA V as a result of the PPA V Repowering of the Energy Servers (see Note 10 — Portfolio Financings), as such the consolidated balances recorded within these financial statement line items as of December 31, 2023 exclude the PPA V balances.
v3.24.0.1
Financial Instruments - Restricted Cash (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2019
Variable Interest Entity [Line Items]      
Restricted cash, current [1] $ 46,821 $ 51,515  
Restricted cash, non-current [1] 33,764 118,353  
Restricted cash, total 80,585 169,868  
Restricted cash      
Variable Interest Entity [Line Items]      
Restricted cash, current 46,821 50,965  
Restricted cash, non-current 33,764 110,353  
Variable Interest Entity, Primary Beneficiary      
Variable Interest Entity [Line Items]      
Restricted cash, current   550  
Restricted cash, non-current   8,000  
Variable Interest Entity, Primary Beneficiary | PPA Company 2      
Variable Interest Entity [Line Items]      
Restricted cash, current 32,200 40,600  
Restricted cash, non-current 8,200 28,500  
Restricted cash, total 40,400 69,100  
Variable Interest Entity, Primary Beneficiary | PPA Company 3b      
Variable Interest Entity [Line Items]      
Restricted cash, current 900 1,200  
Restricted cash, non-current 6,700 6,700  
Restricted cash, total     $ 20,000
Variable Interest Entity, Primary Beneficiary | Power Purchase Agreements Entities      
Variable Interest Entity [Line Items]      
Restricted cash, current 0 550  
Restricted cash, non-current $ 0 $ 8,000  
[1] We have variable interest entities related to the PPA* V (see Note 10 — Portfolio Financings) and a joint venture in the Republic of Korea (see Note 17 — SK ecoplant Strategic Investment), which represent a portion of the consolidated balances recorded within these financial statement line items.
In August 2023, we sold the PPA V as a result of the PPA V Repowering of the Energy Servers (see Note 10 — Portfolio Financings), as such the consolidated balances recorded within these financial statement line items as of December 31, 2023 exclude the PPA V balances.
v3.24.0.1
Financial Instruments - Narrative (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Cash and Cash Equivalents [Abstract]      
Cash proceeds from derecognition of accounts receivable $ 291.4 $ 283.3 $ 116.3
Cost of factoring $ 5.5 $ 4.0 $ 0.0
v3.24.0.1
Fair Value - Financial Assets and Liabilities Measured at Fair Value (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Assets    
Total assets $ 601,076 $ 291,903
Liabilities    
Total liabilities 4,376 5,895
Money market funds    
Assets    
Money market funds 601,076 291,903
Embedded EPP Derivative Liability    
Liabilities    
Embedded EPP derivatives 4,376 5,895
Level 1    
Assets    
Total assets 601,076 291,903
Liabilities    
Total liabilities 0 0
Level 1 | Money market funds    
Assets    
Money market funds 601,076 291,903
Level 1 | Embedded EPP Derivative Liability    
Liabilities    
Embedded EPP derivatives 0 0
Level 2    
Assets    
Total assets 0 0
Liabilities    
Total liabilities 0 0
Level 2 | Money market funds    
Assets    
Money market funds 0 0
Level 2 | Embedded EPP Derivative Liability    
Liabilities    
Embedded EPP derivatives 0 0
Level 3    
Assets    
Total assets 0 0
Liabilities    
Total liabilities 4,376 5,895
Level 3 | Money market funds    
Assets    
Money market funds 0 0
Level 3 | Embedded EPP Derivative Liability    
Liabilities    
Embedded EPP derivatives $ 4,376 $ 5,895
v3.24.0.1
Fair Value - Change in Level 3 Financial Assets (Details) - Embedded EPP Derivative Liability - USD ($)
$ in Thousands
 1 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2023
Dec. 31, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]      
Beginning balance   $ 5,895 $ 6,461
EPP liability settlement $ (3,200) (3,160)  
Changes in fair value   1,641 (566)
Ending balance   $ 4,376 $ 5,895
v3.24.0.1
Fair Value - Narrative (Details)
$ in Thousands
 1 Months Ended 12 Months Ended
Jun. 30, 2023
USD ($)
Dec. 31, 2023
USD ($)
Embedded EPP Derivative Liability    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
EPP liability settlement $ (3,200) $ (3,160)
Measurement Input, Long-term Revenue Growth Rate | Valuation Technique, Option Pricing Model    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Embedded derivative liability, unobservable inputs   0.07
Measurement Input, Price Volatility | Valuation Technique, Option Pricing Model    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Embedded derivative liability, unobservable inputs   0.15
v3.24.0.1
Fair Value - Estimated Fair Values and Carrying Values for Customer Receivables and Debt Instruments (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Oct. 05, 2023
Jun. 01, 2023
May 16, 2023
Apr. 11, 2023
Dec. 31, 2022
Dec. 31, 2021
Nov. 30, 2021
Aug. 31, 2020
May 01, 2020
3% Green Convertible Senior Notes due June 2028 | Senior Secured Notes                    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]                    
Interest Rate       3.00%            
3% Green Convertible Senior Notes due June 2028 | Senior Secured Notes | Net Carrying Value                    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]                    
Debt Instrument $ 615,205         $ 0        
3% Green Convertible Senior Notes due June 2028 | Senior Secured Notes | Fair Value                    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]                    
Debt Instrument $ 673,613         $ 0        
2.5% Green Convertible Senior Notes due August 2025 | Senior Secured Notes                    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]                    
Interest Rate 2.50%         2.50% 2.50%   2.50%  
2.5% Green Convertible Senior Notes due August 2025 | Senior Secured Notes | Net Carrying Value                    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]                    
Debt Instrument $ 226,801         $ 224,832        
2.5% Green Convertible Senior Notes due August 2025 | Senior Secured Notes | Fair Value                    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]                    
Debt Instrument 260,820         309,488        
10.25% Senior Secured Notes due March 2027                    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]                    
Interest Rate     10.25%             10.25%
10.25% Senior Secured Notes due March 2027 | Senior Secured Notes                    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]                    
Interest Rate                   10.25%
10.25% Senior Secured Notes due March 2027 | Senior Secured Notes | Net Carrying Value                    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]                    
Debt Instrument 0         60,960        
10.25% Senior Secured Notes due March 2027 | Senior Secured Notes | Fair Value                    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]                    
Debt Instrument $ 0         60,472        
4.6% Term Loan due October 2026 | Term loan                    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]                    
Interest Rate 4.60%       4.60%          
4.6% Term Loan due October 2026 | Term loan | Net Carrying Value                    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]                    
Debt Instrument $ 3,085         0        
4.6% Term Loan due October 2026 | Term loan | Fair Value                    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]                    
Debt Instrument $ 2,866         0        
4.6% Term Loan due April 2026 | Term loan                    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]                    
Interest Rate 4.60% 4.60%                
4.6% Term Loan due April 2026 | Term loan | Net Carrying Value                    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]                    
Debt Instrument $ 1,542         0        
4.6% Term Loan due April 2026 | Term loan | Fair Value                    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]                    
Debt Instrument 1,479         $ 0        
3.04% Senior Secured Notes due June 2031 | Senior Secured Notes                    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]                    
Interest Rate           3.04%   3.04%    
3.04% Senior Secured Notes due June 2031 | Senior Secured Notes | Net Carrying Value                    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]                    
Debt Instrument 0         $ 125,787        
3.04% Senior Secured Notes due June 2031 | Senior Secured Notes | Fair Value                    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]                    
Debt Instrument $ 0         $ 117,028        
v3.24.0.1
Balance Sheet Components - Inventories, Net (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Raw materials $ 270,414 $ 165,446
Work-in-progress 50,632 44,660
Finished goods 181,469 58,288
Inventory, net [1] 502,515 268,394
Inventory reserves $ 18,700 $ 17,200
[1] We have variable interest entities related to the PPA* V (see Note 10 — Portfolio Financings) and a joint venture in the Republic of Korea (see Note 17 — SK ecoplant Strategic Investment), which represent a portion of the consolidated balances recorded within these financial statement line items.
In August 2023, we sold the PPA V as a result of the PPA V Repowering of the Energy Servers (see Note 10 — Portfolio Financings), as such the consolidated balances recorded within these financial statement line items as of December 31, 2023 exclude the PPA V balances.
v3.24.0.1
Balance Sheet Components - Prepaid Expense and Other Current Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Prepaid workers compensation $ 6,851 $ 5,536
Receivables from employees 6,538 6,553
Prepaid managed services 5,636 4,405
Prepaid hardware and software maintenance 5,202 4,290
Tax receivables 3,231 3,676
Advance income tax provision 2,557 783
Deferred expenses 2,257 0
Deposits made 1,702 1,409
Interest receivable 1,697 556
Prepaid rent 1,232 965
Prepaid deferred commissions 1,178 1,002
Other prepaid expenses and other current assets 13,067 14,468
Prepaid expenses and other current assets [1],[2] $ 51,148 $ 43,643
[1] We have variable interest entities related to the PPA* V (see Note 10 — Portfolio Financings) and a joint venture in the Republic of Korea (see Note 17 — SK ecoplant Strategic Investment), which represent a portion of the consolidated balances recorded within these financial statement line items.
In August 2023, we sold the PPA V as a result of the PPA V Repowering of the Energy Servers (see Note 10 — Portfolio Financings), as such the consolidated balances recorded within these financial statement line items as of December 31, 2023 exclude the PPA V balances.
[2] Including amounts from related parties of $2.3 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
v3.24.0.1
Balance Sheet Components - Property, Plant and Equipment (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross $ 774,534 $ 944,598
Less: accumulated depreciation (281,182) (344,184)
Property, plant and equipment, net [1] 493,352 600,414
Energy Servers    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 309,770 538,912
Machinery and equipment    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 174,549 145,555
Leasehold improvements    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 94,646 104,528
Construction-in-progress    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 104,650 72,174
Buildings    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 49,477 49,240
Computers, software and hardware    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 28,901 24,608
Furniture and fixtures    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross $ 12,541 $ 9,581
[1] We have variable interest entities related to the PPA* V (see Note 10 — Portfolio Financings) and a joint venture in the Republic of Korea (see Note 17 — SK ecoplant Strategic Investment), which represent a portion of the consolidated balances recorded within these financial statement line items.
In August 2023, we sold the PPA V as a result of the PPA V Repowering of the Energy Servers (see Note 10 — Portfolio Financings), as such the consolidated balances recorded within these financial statement line items as of December 31, 2023 exclude the PPA V balances.
v3.24.0.1
Balance Sheet Components - Property Plant and Equipment, Net Narrative (Details)
$ in Thousands
 1 Months Ended 12 Months Ended
Nov. 02, 2022
MW
Jun. 30, 2022
MW
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Property Subject to or Available for Operating Lease [Line Items]          
Depreciation and amortization     $ 62,609 $ 61,608 $ 53,454
Variable Interest Entity, Primary Beneficiary          
Property Subject to or Available for Operating Lease [Line Items]          
Property, plant and equipment       226,000  
Accumulated depreciation       92,700  
Operating leases, depreciation expense     10,900 12,100 23,500
Variable Interest Entity, Primary Beneficiary | Old Energy Server | PPA Company 3a          
Property Subject to or Available for Operating Lease [Line Items]          
Energy servers portfolio, power | MW 19.3 9.8      
Property, plant and equipment          
Property Subject to or Available for Operating Lease [Line Items]          
Depreciation and amortization     $ 62,600 $ 61,600 $ 53,400
v3.24.0.1
Balance Sheet Components - Other Long-Term Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Deferred commissions $ 9,373 $ 8,320
Deferred expenses 9,069 0
Long-term lease receivable 7,335 8,076
Deposits made 3,157 2,672
Prepaid managed services 1,646 2,373
Deferred tax asset 1,385 1,151
Prepaid insurance 0 4,047
Prepaid and other long-term assets 18,243 13,566
Other long-term assets [1],[2] $ 50,208 $ 40,205
[1] We have variable interest entities related to the PPA* V (see Note 10 — Portfolio Financings) and a joint venture in the Republic of Korea (see Note 17 — SK ecoplant Strategic Investment), which represent a portion of the consolidated balances recorded within these financial statement line items.
In August 2023, we sold the PPA V as a result of the PPA V Repowering of the Energy Servers (see Note 10 — Portfolio Financings), as such the consolidated balances recorded within these financial statement line items as of December 31, 2023 exclude the PPA V balances.
[2] Including amounts from related parties of $9.1 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
8 Including amounts from related parties of $0.1 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
v3.24.0.1
Balance Sheet Components - Accrued Warranty (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Product performance $ 18,066 $ 16,901
Product warranty 1,260 431
Accrued warranty liabilities $ 19,326 $ 17,332
v3.24.0.1
Balance Sheet Components - Standard Product Warranty Liability (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Movement in Standard Product Warranty Accrual [Roll Forward]    
Accrued warranty beginning balance $ 17,332 $ 11,746
Accrued warranty and product performance liabilities, net 27,845 17,719
Warranty and product performance expenditures during the year (25,851) (12,133)
Accrued warranty ending balance $ 19,326 $ 17,332
v3.24.0.1
Balance Sheet Components - Accrued Other Current Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Compensation and benefits $ 47,901 $ 48,156
General invoice and purchase order accruals 36,266 44,010
Sales tax liabilities 17,412 6,172
Sales-related liabilities 5,121 7,147
Accrued installation 4,939 7,905
Interest payable 3,823 3,128
Accrued restructuring costs 3,793 0
Provision for income tax 3,374 1,140
Accrued consulting expenses 3,244 1,390
Accrued legal expenses 1,359 4,403
Finance lease liability 1,072 1,024
Delaware grant 0 9,495
PPA IV Upgrade financing obligations 0 6,076
Current portion of derivative liabilities 0 2,596
Other 2,575 1,541
Accrued other current liabilities [1],[2] $ 130,879 $ 144,183
[1] We have variable interest entities related to the PPA* V (see Note 10 — Portfolio Financings) and a joint venture in the Republic of Korea (see Note 17 — SK ecoplant Strategic Investment), which represent a portion of the consolidated balances recorded within these financial statement line items.
In August 2023, we sold the PPA V as a result of the PPA V Repowering of the Energy Servers (see Note 10 — Portfolio Financings), as such the consolidated balances recorded within these financial statement line items as of December 31, 2023 exclude the PPA V balances.
[2] Including amounts from related parties of $3.4 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
v3.24.0.1
Balance Sheet Components - Preferred Stock (Details) - $ / shares
Dec. 31, 2023
Mar. 20, 2023
Dec. 31, 2022
Class of Stock [Line Items]      
Preferred stock, authorized (in shares) 20,000,000   20,000,000
Preferred stock, par or stated (in dollars per share) $ 0.0001   $ 0.0001
Preferred stock, issued (in shares) 0 13,491,701 0
Preferred stock, outstanding (in shares) 0 13,491,701 0
Series B preferred      
Class of Stock [Line Items]      
Preferred stock, authorized (in shares) 13,491,701    
Class A Common Stock      
Class of Stock [Line Items]      
Preferred stock, authorized (in shares) 10,000,000    
v3.24.0.1
Balance Sheet Components - Conversion of Class B Common Stock (Details) - $ / shares
Jul. 27, 2023
May 16, 2023
Class B common stock    
Class of Stock [Line Items]    
Convertible stock price (in dollars per share) $ 10  
Class A Common Stock    
Class of Stock [Line Items]    
Convertible stock price (in dollars per share)   $ 26,460
Debt conversion, shares issued (in shares) 1  
v3.24.0.1
Outstanding Loans and Security Agreements - Schedule of Debt (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Oct. 05, 2023
Jun. 01, 2023
May 16, 2023
Apr. 11, 2023
Dec. 31, 2022
Dec. 31, 2021
Nov. 30, 2021
Aug. 31, 2020
May 01, 2020
Debt Instrument [Line Items]                    
Unpaid Principal Balance $ 867,127         $ 419,083        
Current portion of debt 0         26,023        
Long-term portion of debt 846,633         385,556        
Total 846,633         411,579        
10.25% Senior Secured Notes due March 2027                    
Debt Instrument [Line Items]                    
Interest Rate     10.25%             10.25%
Notes | 3% Green Convertible Senior Notes due June 2028                    
Debt Instrument [Line Items]                    
Unpaid Principal Balance 632,500                  
Current portion of debt 0                  
Long-term portion of debt $ 615,205                  
Interest Rate 3.00%                  
Notes | 3% Green Convertible Senior Notes due June 2028 | Amortized Cost                    
Debt Instrument [Line Items]                    
Debt Instrument $ 615,205                  
Notes | 10.25% Senior Secured Notes due March 2027                    
Debt Instrument [Line Items]                    
Unpaid Principal Balance           61,653        
Current portion of debt 12,700         12,716        
Long-term portion of debt           $ 48,244        
Interest Rate           10.25%        
Senior Secured Notes | 3% Green Convertible Senior Notes due June 2028                    
Debt Instrument [Line Items]                    
Interest Rate       3.00%            
Senior Secured Notes | 3% Green Convertible Senior Notes due June 2028 | Amortized Cost                    
Debt Instrument [Line Items]                    
Debt Instrument 615,205         $ 0        
Senior Secured Notes | 2.5% Green Convertible Senior Notes due August 2025                    
Debt Instrument [Line Items]                    
Unpaid Principal Balance 230,000         230,000     $ 230,000  
Current portion of debt 0         0        
Long-term portion of debt $ 226,801         $ 224,832        
Interest Rate 2.50%         2.50% 2.50%   2.50%  
Senior Secured Notes | 2.5% Green Convertible Senior Notes due August 2025 | Amortized Cost                    
Debt Instrument [Line Items]                    
Debt Instrument $ 226,801         $ 224,832        
Senior Secured Notes | 10.25% Senior Secured Notes due March 2027                    
Debt Instrument [Line Items]                    
Interest Rate                   10.25%
Senior Secured Notes | 10.25% Senior Secured Notes due March 2027 | Amortized Cost                    
Debt Instrument [Line Items]                    
Debt Instrument 0         60,960        
Senior Secured Notes | 3.04% Senior Secured Notes due June 2031                    
Debt Instrument [Line Items]                    
Unpaid Principal Balance           127,430        
Current portion of debt           13,307        
Long-term portion of debt           $ 112,480        
Interest Rate           3.04%   3.04%    
Senior Secured Notes | 3.04% Senior Secured Notes due June 2031 | Amortized Cost                    
Debt Instrument [Line Items]                    
Debt Instrument 0         $ 125,787        
Total recourse debt                    
Debt Instrument [Line Items]                    
Unpaid Principal Balance 862,500         291,653        
Current portion of debt 0         12,716        
Long-term portion of debt 842,006         273,076        
Total 842,006         285,792        
Term loan | 4.6% Term Loan due October 2026                    
Debt Instrument [Line Items]                    
Unpaid Principal Balance 3,085                  
Current portion of debt 0                  
Long-term portion of debt $ 3,085                  
Interest Rate 4.60%       4.60%          
Term loan | 4.6% Term Loan due October 2026 | Amortized Cost                    
Debt Instrument [Line Items]                    
Debt Instrument $ 3,085         0        
Term loan | 4.6% Term Loan due April 2026                    
Debt Instrument [Line Items]                    
Unpaid Principal Balance 1,542                  
Current portion of debt 0                  
Long-term portion of debt $ 1,542                  
Interest Rate 4.60% 4.60%                
Term loan | 4.6% Term Loan due April 2026 | Amortized Cost                    
Debt Instrument [Line Items]                    
Debt Instrument $ 1,542         0        
Non-recourse debt                    
Debt Instrument [Line Items]                    
Unpaid Principal Balance 4,627         127,430        
Current portion of debt 0         13,307        
Long-term portion of debt 4,627         112,480        
Total $ 4,627         $ 125,787        
v3.24.0.1
Outstanding Loans and Security Agreements - Recourse Debt Facilities Narrative (Details)
 1 Months Ended 12 Months Ended
Jun. 30, 2023
day
Jun. 01, 2023
USD ($)
May 16, 2023
USD ($)
$ / shares
shares
Aug. 31, 2020
USD ($)
day
$ / shares
shares
Dec. 31, 2023
USD ($)
$ / shares
shares
Dec. 31, 2022
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
May 01, 2020
USD ($)
Debt Instrument [Line Items]                
Interest expense         $ 108,300,000 $ 53,500,000 $ 69,000,000  
Unpaid Principal Balance         867,127,000 419,083,000    
Interest expense [1]         108,299,000 53,493,000 69,025,000  
Current portion of debt         0 26,023,000    
Loss on extinguishment of debt         $ 4,288,000 $ 8,955,000 $ 0  
Class A Common Stock                
Debt Instrument [Line Items]                
Common stock, par value (in dollars per share) | $ / shares     $ 0.1000   $ 0.0001 $ 0.0001    
Debt, underlying investment, shares | shares     33,549,508          
Convertible stock price (in dollars per share) | $ / shares     $ 26,460          
Debt instrument, convertible, cap price, premium, percentage     100.00%          
3% Green Convertible Senior Notes due June 2028                
Debt Instrument [Line Items]                
Redemption price, percentage     130.00%          
3% Green Convertible Senior Notes due June 2028 | Senior Secured Notes                
Debt Instrument [Line Items]                
Interest Rate     3.00%          
Debt face amount     $ 632,500,000          
Debt instrument, unamortized discount     15,800,000   $ 12,000,000      
Debt issuance costs, other, net     3,900,000   $ 2,400,000      
Proceeds from debt, net of issuance costs     612,800,000          
Debt instrument, face amount, additional purchase option     $ 82,500,000          
Debt instrument, percentage of product closing price     98.00%          
Convertible, conversion ratio         0.0530427      
Debt instrument, covenant, event of default, special interest received by noteholders, period         180 days      
Debt instrument, covenant, event of default, special interest received by noteholders, not To exceed         0.50%      
Debt instrument, interest rate, effective percentage     3.80%          
Interest expense         $ 14,400,000      
Unamortized debt issuance expense         $ 17,300,000      
3% Green Convertible Senior Notes due June 2028 | Senior Secured Notes | Class A Common Stock                
Debt Instrument [Line Items]                
Debt instrument, convertible, stock price trigger (usd per share) | $ / shares     $ 18,850          
Debt instrument, convertible, number of shares available for conversion | shares         47,807,955      
3% Green Convertible Senior Notes due June 2028 | Senior Secured Notes | Class A Common Stock | Maximum                
Debt Instrument [Line Items]                
Convertible, conversion ratio     0.0225430          
3% Green Convertible Senior Notes due June 2028 | Senior Secured Notes | Debt Conversion Terms One                
Debt Instrument [Line Items]                
Threshold trading days | day       20        
Threshold consecutive trading days | day       30        
3% Green Convertible Senior Notes due June 2028 | Senior Secured Notes | Debt Conversion Terms Two                
Debt Instrument [Line Items]                
Threshold trading days | day 5              
Threshold consecutive trading days | day 5              
3% Green Convertible Senior Notes due June 2028 | Notes                
Debt Instrument [Line Items]                
Interest Rate         3.00%      
Unpaid Principal Balance         $ 632,500,000      
Current portion of debt         $ 0      
Capped Calls                
Debt Instrument [Line Items]                
Proceeds from debt, net of issuance costs     $ 54,500,000          
2.5% Green Convertible Senior Notes due August 2025 | Senior Secured Notes                
Debt Instrument [Line Items]                
Interest Rate       2.50% 2.50% 2.50% 2.50%  
Debt instrument, unamortized discount       $ 6,900,000        
Proceeds from debt, net of issuance costs       $ 220,100,000        
Threshold trading days | day       20        
Threshold consecutive trading days | day       30        
Debt instrument, interest rate, effective percentage       3.50%        
Unamortized debt issuance expense         $ 3,200,000 $ 5,200,000    
Unpaid Principal Balance       $ 230,000,000 230,000,000 230,000,000    
Debt other issuance costs, net       $ 3,000,000        
Interest expense         7,700,000 7,700,000 $ 7,700,000  
Amortization of debt issuance costs         2,000,000 2,000,000 2,000,000  
Current portion of debt         $ 0 0    
2.5% Green Convertible Senior Notes due August 2025 | Senior Secured Notes | Class A Common Stock                
Debt Instrument [Line Items]                
Convertible, conversion ratio         0.0616808      
Debt instrument, convertible, number of shares available for conversion | shares       17,733,230        
Convertible stock price (in dollars per share) | $ / shares       $ 16.21        
2.5% Green Convertible Senior Notes due August 2025 | Senior Secured Notes | Class A Common Stock | Maximum                
Debt Instrument [Line Items]                
Convertible, conversion ratio         0.0154202      
10.25% Senior Secured Notes due March 2027                
Debt Instrument [Line Items]                
Interest Rate   10.25%           10.25%
Proceeds from debt, net of issuance costs   $ 60,900,000            
Redemption price, percentage   104.00%     101.00%      
10.25% Senior Secured Notes due March 2027 | On or after March 27, 2022                
Debt Instrument [Line Items]                
Redemption price, percentage         108.00%      
10.25% Senior Secured Notes due March 2027 | On or after March 27, 2023                
Debt Instrument [Line Items]                
Redemption price, percentage         104.00%      
10.25% Senior Secured Notes due March 2027 | On or after March 27, 2024                
Debt Instrument [Line Items]                
Redemption price, percentage         102.00%      
10.25% Senior Secured Notes due March 2027 | On or after March 27, 2026                
Debt Instrument [Line Items]                
Redemption price, percentage         100.00%      
10.25% Senior Secured Notes due March 2027 | Senior Secured Notes                
Debt Instrument [Line Items]                
Interest Rate               10.25%
Interest expense         $ 2,600,000 7,000,000 7,200,000  
Amortization of debt issuance costs         100,000 $ 300,000 $ 400,000  
10.25% Senior Secured Notes due March 2027 | Notes                
Debt Instrument [Line Items]                
Interest Rate           10.25%    
Debt face amount               $ 70,000,000
Unpaid Principal Balance           $ 61,653,000    
Current portion of debt         12,700,000 12,716,000    
Secured long-term debt, noncurrent         $ 57,600,000 $ 48,900,000    
Debt instrument, called and retired percentage         1.04      
Debt instrument premium percentage         0.04      
Debt instrument, unamortized premium         $ 2,300,000      
Accrued interest         1,000,000      
Loss on extinguishment of debt         $ 2,900,000      
10.25% Senior Secured Notes due March 2027 | Convertible debt                
Debt Instrument [Line Items]                
Maximum borrowing capacity               150,000,000
Current borrowing capacity               $ 80,000,000
[1] Including related party interest expense of $0.1 million for the year ended December 31, 2023. There was no related party interest expense for the years ended December 31, 2022 and 2021.
v3.24.0.1
Outstanding Loans and Security Agreements - Non-recourse Debt Facilities Narrative (Details) - USD ($)
$ in Thousands
 1 Months Ended 12 Months Ended
Oct. 05, 2023
Aug. 24, 2023
Apr. 11, 2023
Nov. 22, 2022
Jun. 14, 2022
Nov. 30, 2021
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Debt Instrument [Line Items]                  
Long-term debt             $ 867,127 $ 419,083  
Loss on extinguishment of debt             4,288 8,955 $ 0
Cash and cash equivalents [1]             664,593 348,498  
Interest expense             108,300 53,500 69,000
SK Ecoplant                  
Debt Instrument [Line Items]                  
Cash and cash equivalents             3,003 2,591  
Interest expense             52,800    
SK Ecoplant                  
Debt Instrument [Line Items]                  
Acquisition joint venture fixed interest rate percentage 4.60%   4.60%            
Acquisition joint venture term 3 years   3 years            
Payments to acquire interest in joint venture $ 3,100   $ 1,500            
3.04% Senior Secured Notes Due June 30 2031                  
Debt Instrument [Line Items]                  
Interest rate percentage   3.04%              
PPA Company 5                  
Debt Instrument [Line Items]                  
Debt repayment—principal             267,226 $ 139,795 $ 132,587
Senior Secured Notes | 3.04% Senior Secured Notes due June 2031                  
Debt Instrument [Line Items]                  
Interest rate percentage           3.04%   3.04%  
Long-term debt               $ 127,430  
Senior Secured Notes | PPA Company 3a | 3.04% Senior Secured Notes due June 2031                  
Debt Instrument [Line Items]                  
Interest rate percentage           3.04%      
Long-term debt           $ 109,100      
Accrued interest           100      
Financing fees           11,500      
Debt instrument, unamortized premium           6,500      
Debt other issuance costs, net           2,100      
Proceeds from debt, net of issuance costs           6,700      
Senior Secured Notes | PPA Company 5 | 3.04% Senior Secured Notes due June 2031                  
Debt Instrument [Line Items]                  
Debt face amount           136,000      
Accrued interest   $ 500       500      
Debt repayment—principal   118,500       $ 118,500      
Loss on extinguishment of debt   1,400              
Cash and cash equivalents   $ 8,600           8,600  
Senior Secured Notes | PPA Company 4 | 3.04% Senior Secured Notes due June 2031                  
Debt Instrument [Line Items]                  
Debt minimum debt service reserves required             $ 8,600    
Debt covenant, minimum long term restricted cash required               8,000  
Debt covenant, minimum restricted cash current required               $ 600  
Senior Secured Notes | PPA Company 4 | Senior Secured Notes Due March 2030, Non-Recourse                  
Debt Instrument [Line Items]                  
Interest rate percentage       6.07%          
Accrued interest       $ 400          
Debt repayment—principal       70,500          
Loss on extinguishment of debt       4,700          
Cash and cash equivalents       $ 9,100          
Term loan | Term Loan Due December 2021, Non-Recourse | LIBOR                  
Debt Instrument [Line Items]                  
LIBOR margin (as a percentage)             2.50%    
Term loan | 4.6% Term Loan due October 2026                  
Debt Instrument [Line Items]                  
Interest rate percentage         7.50%        
Term loan | PPA Company 3a | 4.6% Term Loan due October 2026                  
Debt Instrument [Line Items]                  
Accrued interest         $ 400        
Debt repayment—principal         30,200        
Loss on extinguishment of debt         4,200        
Cash and cash equivalents         $ 3,600        
[1] We have variable interest entities related to the PPA* V (see Note 10 — Portfolio Financings) and a joint venture in the Republic of Korea (see Note 17 — SK ecoplant Strategic Investment), which represent a portion of the consolidated balances recorded within these financial statement line items.
In August 2023, we sold the PPA V as a result of the PPA V Repowering of the Energy Servers (see Note 10 — Portfolio Financings), as such the consolidated balances recorded within these financial statement line items as of December 31, 2023 exclude the PPA V balances.
v3.24.0.1
Outstanding Loans and Security Agreements - Schedule of Repayments (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Long-term Debt, Fiscal Year Maturity [Abstract]    
2024 $ 0  
2025 230,000  
2026 4,627  
2027 0  
2028 632,500  
Thereafter 0  
Total $ 867,127 $ 419,083
v3.24.0.1
Leases - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Lessee, Lease, Description [Line Items]      
Rent expense $ 23,000 $ 21,400 $ 16,000
Total lease costs 34,871 27,665 17,951
Total revenue from contracts with customers 1,268,782 1,135,346 906,858
Financing obligations 405,824 442,063  
Managed Services | Variable Interest Entity, Primary Beneficiary      
Lessee, Lease, Description [Line Items]      
Total lease costs 9,700 5,600 0
Recognition of right-of-use assets and lease liabilities from sale and leaseback transactions 16,500 12,600 29,400
Financing obligations 444,800 459,400  
Product      
Lessee, Lease, Description [Line Items]      
Total revenue from contracts with customers 975,245 880,664 663,512
Product | Managed Services | Variable Interest Entity, Primary Beneficiary      
Lessee, Lease, Description [Line Items]      
Total revenue from contracts with customers 28,700 20,400 35,100
Installation      
Lessee, Lease, Description [Line Items]      
Total revenue from contracts with customers 92,796 92,120 96,059
Installation | Managed Services | Variable Interest Entity, Primary Beneficiary      
Lessee, Lease, Description [Line Items]      
Total revenue from contracts with customers 8,400 11,300 20,900
Financing Obligations | Managed Services | Variable Interest Entity, Primary Beneficiary      
Lessee, Lease, Description [Line Items]      
Total revenue from contracts with customers $ 5,000 $ 3,300 $ 10,000
Minimum      
Lessee, Lease, Description [Line Items]      
Remaining lease term 1 year    
Maximum      
Lessee, Lease, Description [Line Items]      
Remaining lease term 15 years    
v3.24.0.1
Leases - Operating and Financing Lease Right-of-Use Assets and Lease Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Assets and Liabilities, Lessee:    
Operating lease right-of-use assets, net [1],[2] $ 139,732 $ 126,955
Current operating lease liabilities [1],[3] (20,245) (16,227)
Non-current operating lease liabilities [1],[4] (141,939) (132,363)
Total operating lease liabilities (162,184) (148,590)
Finance lease right-of-use assets, net 2,708 2,824
Current finance lease liabilities (1,072) (1,024)
Non-current finance lease liabilities (1,837) (1,971)
Total finance lease liabilities (2,909) (2,995)
Total lease liabilities $ (165,093) $ (151,585)
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] Property, plant and equipment, net Property, plant and equipment, net
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Accrued expenses and other current liabilities Accrued expenses and other current liabilities
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] Other Liabilities, Noncurrent Other Liabilities, Noncurrent
[1] We have variable interest entities related to the PPA* V (see Note 10 — Portfolio Financings) and a joint venture in the Republic of Korea (see Note 17 — SK ecoplant Strategic Investment), which represent a portion of the consolidated balances recorded within these financial statement line items.
In August 2023, we sold the PPA V as a result of the PPA V Repowering of the Energy Servers (see Note 10 — Portfolio Financings), as such the consolidated balances recorded within these financial statement line items as of December 31, 2023 exclude the PPA V balances.
[2] Including amounts from related parties of $2.0 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
[3] Including amounts from related parties of $0.4 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
[4] Including amounts from related parties of $1.6 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
v3.24.0.1
Leases - Costs (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Leases [Abstract]      
Operating lease costs $ 33,190 $ 25,503 $ 15,850
Amortization of right-of-use assets 891 968 1,345
Interest on lease liabilities 273 220 349
Total financing lease costs 1,164 1,188 1,694
Short-term lease costs 517 974 407
Total lease costs $ 34,871 $ 27,665 $ 17,951
v3.24.0.1
Leases - Weighted Average Remaining Lease Terms and Discount Rates (Details)
Dec. 31, 2023
Dec. 31, 2022
Weighted average remaining lease term:    
Operating leases 7 years 4 months 24 days 8 years 7 months 6 days
Finance leases 3 years 2 months 12 days 3 years 3 months 18 days
Weighted average discount rate:    
Operating leases 10.60% 10.30%
Finance leases 9.50% 6.90%
v3.24.0.1
Leases - Future Minimum Lease Payments (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Operating Leases    
2024 $ 35,666  
2025 33,177  
2026 33,157  
2027 31,994  
2028 25,690  
Thereafter 79,707  
Total minimum lease payments 239,391  
Less: amounts representing interest or imputed interest (77,207)  
Present value of lease liabilities 162,184 $ 148,590
Finance Leases    
2024 1,302  
2025 864  
2026 630  
2027 462  
2028 133  
Thereafter 0  
Total minimum lease payments 3,391  
Less: amounts representing interest or imputed interest (482)  
Present value of lease liabilities $ 2,909 $ 2,995
v3.24.0.1
Leases - Financial Obligations and Sublease Payments (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Finance Leases    
2024 $ 1,302  
2025 864  
2026 630  
2027 462  
2028 133  
Thereafter 0  
Total minimum lease payments 3,391  
Less: imputed interest (482)  
Present value of lease liabilities 2,909 $ 2,995
Less: current financing obligations (1,072) (1,024)
Long-term financing obligations 1,837 $ 1,971
Variable Interest Entity, Primary Beneficiary | Managed Services    
Finance Leases    
2024 43,799  
2025 42,868  
2026 38,298  
2027 21,972  
2028 12,068  
Thereafter 26,340  
Total minimum lease payments 185,345  
Less: imputed interest (97,017)  
Present value of lease liabilities 88,328  
Less: current financing obligations (38,971)  
Long-term financing obligations $ 49,357  
v3.24.0.1
Stock-Based Compensation and Employee Benefit Plans - Equity Incentive and Stock Plans Narrative (Details) - $ / shares
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Weighted average exercise price, outstanding options (in dollars per share) $ 20.93 $ 20.70 $ 21.23
Number of additional shares authorized, percent 4.00%    
RSUs      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Granted (in shares) 6,369,823 5,395,199  
2012 Equity Incentive Plan      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Weighted average exercise price, outstanding options (in dollars per share) $ 27,280 $ 27,150  
Number of common stock reserved for issuance (in shares) 0    
2012 Equity Incentive Plan | Class B common stock      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Stock-based compensation vesting period 4 years    
Expiration period 10 years    
Number of outstanding options (in shares) 4,511,074,000 5,436,417,000  
2018 Equity Incentive Plan | RSUs      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Granted (in shares) 9,887,706,000 9,543,386,000  
2018 Equity Incentive Plan | Class B common stock      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expiration period 10 years    
2018 Equity Incentive Plan | Class B common stock | Minimum      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Stock-based compensation vesting period 3 years    
2018 Equity Incentive Plan | Class B common stock | Maximum      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Stock-based compensation vesting period 4 years    
2018 Equity Incentive Plan | Class A Common Stock      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Number of outstanding options (in shares) 2,736,550,000 3,311,892,000  
Weighted average exercise price, outstanding options (in dollars per share) $ 10,420 $ 10,110  
Number of common stock reserved for issuance (in shares) 32,877,906,000 28,340,641,000  
v3.24.0.1
Stock-Based Compensation and Employee Benefit Plans - Stock-based Compensation Expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]      
Share-based compensation expense $ 87,095 $ 113,966 $ 76,132
Share-based payment arrangement, amount capitalized 8,900 6,300  
Cost of Sales      
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]      
Share-based compensation expense 17,504 18,955 13,811
Research and Development Expense      
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]      
Share-based compensation expense 27,620 33,956 20,274
Selling and Marketing Expense      
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]      
Share-based compensation expense 16,415 18,651 17,085
General and Administrative Expense      
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]      
Share-based compensation expense $ 25,556 $ 42,404 $ 24,962
v3.24.0.1
Stock-Based Compensation and Employee Benefit Plans - Stock Option and Stock Activity (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Outstanding Options/RSUs, Number of Shares      
Outstanding (in shares) 8,748,309 10,737,295  
Exercised (in shares) (525,031) (537,324)  
Forfeited (in shares)   (42,774)  
Expired (in shares) (975,654) (1,408,888)  
Outstanding (in shares) 7,247,624 8,748,309 10,737,295
Outstanding Options Weighted Average Exercise Price      
Outstanding (in dollars per share) $ 20.70 $ 21.23  
Exercised (in dollars per share) 6.76 7.08  
Forfeited (in dollars per share)   6.98  
Expired (in dollars per share) 26.58 30.39  
Outstanding (in dollars per share) $ 20.93 $ 20.70 $ 21.23
Outstanding, remaining contractual life 3 years 9 months 18 days 4 years 7 months 6 days 5 years 2 months 12 days
Outstanding, aggregate intrinsic value $ 19,446 $ 40,532 $ 60,304
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]      
Vested and expected to vest (in shares) 7,241,265    
Exercisable (in shares) 7,230,957    
Vested and expected to vest, weighted average exercise price (in dollars per share) $ 20.93    
Exercisable, weighted average exercise price (in dollars per share) $ 20.96    
Vested and expected to vest, remaining contractual life 3 years 9 months 18 days    
Exercisable, remaining contractual life 3 years 9 months 18 days    
Vested and expected to vest, aggregate intrinsic value $ 19,444    
Exercisable, aggregate intrinsic value $ 19,321    
v3.24.0.1
Stock-Based Compensation and Employee Benefit Plans - Stock Options Narrative (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Share-based Arrangements with Employees and Nonemployees [Abstract]      
Stock options exercised, intrinsic value $ 3.6 $ 3.8 $ 28.9
Unrecognized compensation cost related to unvested stock options $ 0.1 $ 0.4  
Expense expected to be recognized over remaining weighted-average period 3 months 18 days 10 months 24 days  
Cash received from stock options exercised $ 3.6 $ 3.7 $ 79.7
Class A Common Stock      
Share-based Arrangements with Employees and Nonemployees [Abstract]      
Granted (in shares) 0 0 0
Employee Stock Option      
Share-based Arrangements with Employees and Nonemployees [Abstract]      
Allocated share-based compensation expense $ 0.4 $ 7.1 $ 15.6
v3.24.0.1
Stock-Based Compensation and Employee Benefit Plans - Unvested Restricted Stock Unit Activity (Details) - Restricted Stock Units - $ / shares
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Unvested Restricted Stock Unit Activity    
Unvested balance (in shares) 9,549,035 8,367,664
Granted (in shares) 6,369,823 5,395,199
Vested (in shares) (4,160,416) (2,957,215)
Forfeited (in shares) (1,869,101) (1,256,613)
Unvested balance (in shares) 9,889,341 9,549,035
Unvested Weighted Average Grant Date Fair Value    
Unvested balance (in dollars per share) $ 19.99 $ 20.52
Granted (in dollars per share) 17.33 19.74
Vested (in dollars per share) 19.55 18.14
Forfeited (in dollars per share) 21.12 21.32
Unvested balance (in dollars per share) $ 18.25 $ 19.99
v3.24.0.1
Stock-Based Compensation and Employee Benefit Plans - Stock Awards Narrative (Details) - Restricted Stock Units - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Allocated share-based compensation expense $ 71.2 $ 89.4 $ 50.1
Unrecognized stock-based compensation cost $ 113.5 $ 135.7  
Expense expected to be recognized over a weighted-average period 2 years 1 year 10 months 24 days  
v3.24.0.1
Stock-Based Compensation and Employee Benefit Plans - Executive Awards Narrative (Details)
$ in Millions
 1 Months Ended 12 Months Ended
Jul. 11, 2023
Feb. 15, 2023
Nov. 30, 2019
tranche
Dec. 31, 2023
USD ($)
Performance Stock Units        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation vesting period       5 years
Stock-based compensation post-vesting holding period       2 years
Expected volatility rate       71.20%
Risk free interest rate       1.60%
Expected dividend yield       0.00%
Restricted Stock Units and Performance Stock Units        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Unamortized compensation expense       $ 8.2
2022 Executive Award        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Share-based payment arrangement, number of tranche | tranche     3  
2022 Executive Award | Restricted Stock Units and Performance Stock Units        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Unamortized compensation expense       6.2
2023 Executive Awards | Performance Stock Units        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation vesting period   3 years    
Stock-based compensation cliff vesting period 1 year      
2023 Executive Awards | Restricted Stock Units and Performance Stock Units        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Unamortized compensation expense       $ 7.0
2023 Executive Awards | Restricted Stock Units        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation vesting period   3 years    
v3.24.0.1
Stock-Based Compensation and Employee Benefit Plans - Number of Shares Available for Grant (Details) - shares
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Options/ RSUs Available for Grant    
Beginning balance (in shares) 28,340,641 24,146,784
Added to plan 8,948,255 8,384,460
Granted (6,290,060) (5,431,930)
Cancelled/Forfeited 2,774,990 2,597,990
Expired (895,920) (1,356,663)
Ending Balance (in shares) 32,877,906 28,340,641
v3.24.0.1
Stock-Based Compensation and Employee Benefit Plans - Employee Stock Purchase Plan (Details)
 12 Months Ended
Jul. 05, 2018
Dec. 31, 2023
USD ($)
shares
Dec. 31, 2022
USD ($)
shares
Dec. 31, 2021
USD ($)
shares
Jul. 25, 2018
shares
Apr. 30, 2018
shares
Employee Stock            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Number of share maximum per employee   2,500        
Purchase period   6 months        
Employee subscription amount | $   $ 25,000        
2018 ESPP            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Number of common stock reserved for issuance (in shares)   15,204,584 13,840,716      
Employee stock ownership plan (ESOP), compensation expense | $   $ 15,500,000 $ 16,200,000 $ 7,600,000    
Share-based compensation arrangement by share-based payment award, shares issued in period   875,695 759,744 1,945,305    
Number of additional shares authorized (in shares)   2,239,563 12,055,792 1,902,572    
Unrecognized stock-based compensation cost | $   $ 8,800,000 $ 12,000,000      
Expense expected to be recognized over a weighted-average period   9 months 18 days 7 months 6 days      
2018 ESPP | Employee Stock | Class A Common Stock            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Number of common stock reserved for issuance (in shares)           33,333,333
Number of common stock reserved for issuance (in shares)         3,333,333  
Period for additional share issuance 9 years          
Percent of outstanding shares         0.01  
Purchase price of common stock, percentage of fair market value     85.00%      
v3.24.0.1
Stock-Based Compensation and Employee Benefit Plans - Fair Value of Shares Purchased Under the 2018 ESPP (Details) (Details) - Employee Stock - 2018 ESPP
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Expected dividend yield 0.00% 0.00%
Minimum    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Risk-free interest rate (maximum) 4.90% 3.10%
Expected term (years) 6 months 6 months
Expected volatility (maximum) 54.10% 78.00%
Maximum    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Risk-free interest rate (maximum) 5.60% 3.20%
Expected term (years) 2 years 2 years
Expected volatility (maximum) 74.10% 88.90%
v3.24.0.1
Portfolio Financings - Narrative (Details)
$ in Thousands
 1 Months Ended 2 Months Ended 12 Months Ended
Aug. 25, 2023
MW
Aug. 24, 2023
USD ($)
Aug. 10, 2023
USD ($)
Nov. 22, 2022
USD ($)
MW
Nov. 02, 2022
USD ($)
Jun. 14, 2022
MW
Aug. 31, 2023
MW
Nov. 30, 2021
USD ($)
Jun. 13, 2022
USD ($)
Dec. 31, 2023
USD ($)
entities
MW
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Nov. 01, 2022
Variable Interest Entity [Line Items]                          
Number of entities | entities                   6      
Repayment of debt                   $ 0 $ 6,553 $ 0  
Loss on extinguishment of debt                   4,288 8,955 0  
Total revenue [1]                   1,333,470 1,199,125 972,176  
Total cost of revenue [2]                   1,135,676 1,050,837 774,595  
Impairment of assets related to PPAs                   130,088 113,514 0  
Depreciation and amortization                   62,609 61,608 53,454  
Net cash provided by financing activities                   (683,349) (211,364) (306,375)  
General and administrative [3]                   160,875 167,740 122,188  
Aggregate purchase price of transaction amount         $ 8,000                
Buyout of noncontrolling interest     $ 6,900             6,864 12,000    
Distributions and payments to noncontrolling interest                   (2,265) (6,854) (5,789)  
PPA Company 5                          
Variable Interest Entity [Line Items]                          
Debt repayment—principal                   267,226 139,795 132,587  
3.04% Senior Secured Notes due June 2031 | Senior Secured Notes | PPA Company 5                          
Variable Interest Entity [Line Items]                          
Loss on extinguishment of debt   $ 1,400                      
Debt repayment—principal   118,500           $ 118,500          
Accrued interest   500           $ 500          
Additional Paid-In Capital                          
Variable Interest Entity [Line Items]                          
Buyout of noncontrolling interest     $ 11,500   $ 48,100         (11,482) 24,350    
PPA Company V                          
Variable Interest Entity [Line Items]                          
Interest owns percentage         70.00%               10.00%
Product                          
Variable Interest Entity [Line Items]                          
Total revenue [1]                   975,245 880,664 663,512  
Total cost of revenue [2]                   630,105 616,178 471,654  
Installation                          
Variable Interest Entity [Line Items]                          
Total revenue [1]                   92,796 92,120 96,059  
Total cost of revenue [2]                   105,735 104,111 110,214  
Service                          
Variable Interest Entity [Line Items]                          
Total revenue [1]                   183,065 150,954 144,184  
Total cost of revenue [2]                   220,927 168,491 148,286  
Electricity                          
Variable Interest Entity [Line Items]                          
Total revenue [1]                   82,364 75,387 68,421  
Total cost of revenue [2]                   178,909 162,057 $ 44,441  
Variable Interest Entity, Primary Beneficiary | PPA 3A Upgrade                          
Variable Interest Entity [Line Items]                          
Impairment of assets related to PPAs                     44,800    
Variable Interest Entity, Primary Beneficiary | Installation | PPA 5 Upgrade                          
Variable Interest Entity [Line Items]                          
Total cost of revenue                   $ (13,200)      
Variable Interest Entity, Primary Beneficiary | PPA Company 3a                          
Variable Interest Entity [Line Items]                          
Energy servers portfolio, power | MW           9.8       9.8      
Repayment of debt                 $ 30,600        
Loss on extinguishment of debt                 4,200        
Gain on remeasurement of investment                 1,800        
Make-whole payment                 $ 2,400        
Net cash provided by financing activities                   $ 32,600      
Debt repayment—principal                   30,200      
Payment of issuance costs related to redeemable convertible preferred stock                   2,400      
Variable Interest Entity, Primary Beneficiary | PPA Company 3a | PPA 3A Upgrade                          
Variable Interest Entity [Line Items]                          
Loss on extinguishment of debt                     4,200    
Variable Interest Entity, Primary Beneficiary | PPA Company 3a | Product | PPA 3A Upgrade                          
Variable Interest Entity [Line Items]                          
Total revenue                   3,500 49,800    
Total cost of revenue                     21,800    
Variable Interest Entity, Primary Beneficiary | PPA Company 3a | Installation | PPA 3A Upgrade                          
Variable Interest Entity [Line Items]                          
Total revenue                   400 4,600    
Total cost of revenue                   $ 100 3,200    
Variable Interest Entity, Primary Beneficiary | PPA Company 3a | Service | PPA 3A Upgrade                          
Variable Interest Entity [Line Items]                          
Total revenue                     700    
Variable Interest Entity, Primary Beneficiary | PPA Company 3a | Electricity | PPA 3A Upgrade                          
Variable Interest Entity [Line Items]                          
Total cost of revenue                     45,000    
Impairment of assets related to PPAs                     44,800    
Depreciation and amortization                     200    
Variable Interest Entity, Primary Beneficiary | PPA Company 3a | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Sale Of Project Company                          
Variable Interest Entity [Line Items]                          
Percent interest sold           100.00%              
Variable Interest Entity, Primary Beneficiary | PPA Company 4a                          
Variable Interest Entity [Line Items]                          
Energy servers portfolio, power | MW       19.3           19.3      
Repayment of debt       $ 70,900                  
Loss on extinguishment of debt       4,700                  
Gain on remeasurement of investment       600                  
Make-whole payment       $ 4,100                  
Net cash provided by financing activities                   $ 0 74,600    
Debt repayment—principal                     70,500    
Payment of issuance costs related to redeemable convertible preferred stock                     4,100    
Payments to acquire equity interest         $ 4,000                
Variable Interest Entity, Primary Beneficiary | PPA Company 4a | PPA 4A Upgrade                          
Variable Interest Entity [Line Items]                          
Loss on extinguishment of debt                     4,700    
Impairment of assets related to PPAs                     64,000    
General and administrative                     4,700    
Buyout of equity interest                     23,700    
Variable Interest Entity, Primary Beneficiary | PPA Company 4a | Product | PPA 4A Upgrade                          
Variable Interest Entity [Line Items]                          
Total revenue                   (3,400) 102,300    
Total cost of revenue                   (100) 37,400    
Variable Interest Entity, Primary Beneficiary | PPA Company 4a | Installation | PPA 4A Upgrade                          
Variable Interest Entity [Line Items]                          
Total revenue                   10,000      
Total cost of revenue                   (6,600)      
Variable Interest Entity, Primary Beneficiary | PPA Company 4a | Service | PPA 4A Upgrade                          
Variable Interest Entity [Line Items]                          
Total revenue                   1,800      
Variable Interest Entity, Primary Beneficiary | PPA Company 4a | Electricity | PPA 4A Upgrade                          
Variable Interest Entity [Line Items]                          
Total revenue                   $ 6,100 1,400    
Total cost of revenue                     64,300    
Depreciation and amortization                     $ 300    
Variable Interest Entity, Primary Beneficiary | PPA Company 4a | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Sale Of Project Company                          
Variable Interest Entity [Line Items]                          
Percent interest sold       100.00%                  
Variable Interest Entity, Primary Beneficiary | PPA Company 5                          
Variable Interest Entity [Line Items]                          
Energy servers portfolio, power | MW 37.1           37.1     37.1      
Repayment of debt   119,000                      
Loss on extinguishment of debt   $ 1,400                      
Net cash provided by financing activities                   $ 118,500      
Variable Interest Entity, Primary Beneficiary | PPA Company 5 | PPA 5 Upgrade                          
Variable Interest Entity [Line Items]                          
Loss on extinguishment of debt                   1,400      
Depreciation and amortization                   400      
General and administrative                   6,400      
Interest expense, other                   300      
Net income (loss) attributable to noncontrolling interest                   (1,000)      
Variable Interest Entity, Primary Beneficiary | PPA Company 5 | Product | PPA 5 Upgrade                          
Variable Interest Entity [Line Items]                          
Total revenue                   176,200      
Total cost of revenue                   75,300      
Variable Interest Entity, Primary Beneficiary | PPA Company 5 | Installation | PPA 5 Upgrade                          
Variable Interest Entity [Line Items]                          
Total revenue                   14,800      
Variable Interest Entity, Primary Beneficiary | PPA Company 5 | Service                          
Variable Interest Entity [Line Items]                          
Total revenue                   2,600      
Variable Interest Entity, Primary Beneficiary | PPA Company 5 | Electricity                          
Variable Interest Entity [Line Items]                          
Total revenue                   6,100      
Total cost of revenue                   (125,600)      
Deferred revenue                   5,000      
Variable Interest Entity, Primary Beneficiary | PPA Company 5 | Electricity | PPA 5 Upgrade                          
Variable Interest Entity [Line Items]                          
Impairment of assets related to PPAs                   $ 123,700      
Variable Interest Entity, Primary Beneficiary | PPA Company 5 | Disposal Group, Disposed of by Sale, Not Discontinued Operations                          
Variable Interest Entity [Line Items]                          
Percent interest sold 100.00%                        
[1] Including related party revenue of $487.2 million, $36.3 million and $16.0 million for the years ended December 31, 2023, 2022 and 2021, respectively.
[2] Including related party cost of revenue of $0.1 million for the year ended December 31, 2023. There was no related party cost of revenue for the years ended December 31, 2022 and 2021.
[3] Including related party general and administrative expenses of $0.8 million for the year ended December 31, 2023. There were no related party general and administrative expenses for the years ended December 31, 2022 and 2021.
v3.24.0.1
Portfolio Financings - Schedule of VIEs (Details)
$ in Thousands
 1 Months Ended 12 Months Ended
Dec. 31, 2023
MMBTU
company
Dec. 31, 2023
USD ($)
MMBTU
company
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Variable Interest Entity [Line Items]        
Number of investment companies | company 1 1    
Term of power purchase agreements (in years) 4 years      
PPA Company 5        
Variable Interest Entity [Line Items]        
Maximum size of installation (in megawatts) | MMBTU 40 40    
Installed size (in megawatts) | MMBTU 37 37    
Term of power purchase agreements (in years)   15 years    
Initial income (loss) and tax benefits allocation to Equity Investor 99.00% 99.00%    
Initial cash allocation to Equity Investor 90.00% 90.00%    
Company cash contributions   $ 27,932    
Equity Investor cash contributions   227,344    
Debt financing   131,237    
Distributions to Equity Investor   227,344 $ 30,786 $ 26,601
Debt repayment—principal   $ 267,226 $ 139,795 $ 132,587
v3.24.0.1
Portfolio Financings - Schedule of PPA Entities' Assets and Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Current assets:    
Cash and cash equivalents [1] $ 664,593 $ 348,498
Restricted cash [1] 46,821 51,515
Accounts receivable [1],[2] 340,740 250,995
Prepaid expenses and other current assets [1],[3] 51,148 43,643
Total current assets 1,693,167 1,055,963
Restricted cash [1] 33,764 118,353
Other long-term assets [1],[4] 50,208 40,205
Total assets 2,413,677 1,946,627
Current liabilities:    
Accrued expenses and other current liabilities [1],[5] 130,879 144,183
Deferred revenue and customer deposits [1],[6] 128,922 159,048
Non-recourse debt [1] 0 13,307
Total current liabilities 470,422 541,946
Deferred revenue and customer deposits [1],[7] 19,140 56,392
Non-recourse debt [1],[8] 4,627 112,480
Total liabilities $ 1,893,007 1,567,811
Variable Interest Entity, Primary Beneficiary    
Current assets:    
Cash and cash equivalents   5,008
Restricted cash   550
Accounts receivable   2,072
Prepaid expenses and other current assets   1,927
Total current assets   9,557
Property and equipment, net   133,285
Restricted cash   8,000
Other long-term assets   1,869
Total assets   152,711
Current liabilities:    
Accrued expenses and other current liabilities   1,037
Deferred revenue and customer deposits   662
Non-recourse debt   13,307
Total current liabilities   15,006
Deferred revenue and customer deposits   4,748
Non-recourse debt   112,480
Total liabilities   $ 132,234
[1] We have variable interest entities related to the PPA* V (see Note 10 — Portfolio Financings) and a joint venture in the Republic of Korea (see Note 17 — SK ecoplant Strategic Investment), which represent a portion of the consolidated balances recorded within these financial statement line items.
In August 2023, we sold the PPA V as a result of the PPA V Repowering of the Energy Servers (see Note 10 — Portfolio Financings), as such the consolidated balances recorded within these financial statement line items as of December 31, 2023 exclude the PPA V balances.
[2] Including amounts from related parties of $262.0 million and $4.3 million as of December 31, 2023 and December 31, 2022, respectively.
[3] Including amounts from related parties of $2.3 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
[4] Including amounts from related parties of $9.1 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
8 Including amounts from related parties of $0.1 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
[5] Including amounts from related parties of $3.4 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
[6] Including amounts from related parties of $1.7 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
[7] Including amounts from related parties of $6.7 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022
[8] Including amounts from related parties of $4.6 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
v3.24.0.1
Related Party Transactions - Narrative (Details)
$ in Thousands
 1 Months Ended 12 Months Ended
Sep. 23, 2023
shares
Nov. 08, 2022
shares
Aug. 19, 2022
shares
Dec. 29, 2021
shares
Oct. 23, 2021
shares
Jul. 01, 2021
USD ($)
Oct. 31, 2021
shares
Dec. 31, 2023
USD ($)
shares
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Sep. 15, 2023
Related Party Transaction [Line Items]                      
Total revenue | $ [1]               $ 1,333,470 $ 1,199,125 $ 972,176  
SK Ecoplant                      
Related Party Transaction [Line Items]                      
Interest owns percentage                     40.00%
Series A Redeemable Convertible Preferred Stock | Initial Investment | SK Ecoplant                      
Related Party Transaction [Line Items]                      
Shares sold in offering (in shares)       10,000,000     10,000,000        
Class A Common Stock | SK Ecoplant                      
Related Party Transaction [Line Items]                      
Interest owns percentage               10.50%      
Class A Common Stock | Initial Investment                      
Related Party Transaction [Line Items]                      
Shares sold in offering (in shares)     13,000,000                
Softbank Corp.                      
Related Party Transaction [Line Items]                      
Interest acquired           0.50          
Related party amount of transaction | $           $ 2,000          
Related party amounts of transaction, subject to earn out | $           $ 3,600          
SK Ecoplant | Series A Redeemable Convertible Preferred Stock | Initial Investment                      
Related Party Transaction [Line Items]                      
Shares sold in offering (in shares)         10,000,000            
SK Ecoplant | Class A Common Stock                      
Related Party Transaction [Line Items]                      
Shares converted (in shares)   10,000,000                  
Related Party                      
Related Party Transaction [Line Items]                      
Total revenue | $               $ 487,240 36,281 16,038  
Related Party | Series A Redeemable Convertible Preferred Stock                      
Related Party Transaction [Line Items]                      
Shares converted (in shares)   10,000,000                  
Shares sold in offering (in shares)   10,000,000                  
Conversion of Series B redeemable convertible preferred stock (in shares)   10,000,000                  
Related Party | Series B preferred                      
Related Party Transaction [Line Items]                      
Shares converted (in shares) 13,491,701                    
Shares sold in offering (in shares)   13,491,701                  
Related Party | Series B preferred | SK Ecoplant                      
Related Party Transaction [Line Items]                      
Percentage of ownership after transaction   51.67%                  
Related Party | Series B preferred | Blooming Green Energy                      
Related Party Transaction [Line Items]                      
Percentage of ownership after transaction   48.33%                  
Related Party | Class A Common Stock                      
Related Party Transaction [Line Items]                      
Shares sold in offering (in shares)               23,491,701      
Related Party | SK Ecoplant                      
Related Party Transaction [Line Items]                      
Total revenue | $               $ 37,300 36,300 14,500  
Accounts receivable | $               19,600 4,300    
Service                      
Related Party Transaction [Line Items]                      
Total revenue | $ [1]               $ 183,065 $ 150,954 144,184  
Service | Related Party | Softbank Corp.                      
Related Party Transaction [Line Items]                      
Total revenue | $                   $ 1,600  
[1] Including related party revenue of $487.2 million, $36.3 million and $16.0 million for the years ended December 31, 2023, 2022 and 2021, respectively.
v3.24.0.1
Related Party Transactions - Results of Operations (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
USD ($)
Loan
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Related Party Transaction [Line Items]      
Total revenue from related parties [1] $ 1,333,470 $ 1,199,125 $ 972,176
Total cost of revenue [2] 1,135,676 1,050,837 774,595
General and administrative expenses [3] 160,875 167,740 122,188
Interest expense 108,300 53,500 69,000
SK Ecoplant      
Related Party Transaction [Line Items]      
Interest expense $ 52,800    
SK Ecoplant | Korean Joint Venture      
Related Party Transaction [Line Items]      
Number of term loans | Loan 2    
Rent Expenses      
Related Party Transaction [Line Items]      
General and administrative expenses $ 600    
Miscellaneous Expense      
Related Party Transaction [Line Items]      
General and administrative expenses 200    
Related Party      
Related Party Transaction [Line Items]      
Total revenue from related parties 487,240 36,281 16,038
Total cost of revenue 133 0 0
General and administrative expenses 812 0 0
Interest expense 84 0 0
Related Party | SK Ecoplant      
Related Party Transaction [Line Items]      
Total revenue from related parties $ 37,300 $ 36,300 $ 14,500
[1] Including related party revenue of $487.2 million, $36.3 million and $16.0 million for the years ended December 31, 2023, 2022 and 2021, respectively.
[2] Including related party cost of revenue of $0.1 million for the year ended December 31, 2023. There was no related party cost of revenue for the years ended December 31, 2022 and 2021.
[3] Including related party general and administrative expenses of $0.8 million for the year ended December 31, 2023. There were no related party general and administrative expenses for the years ended December 31, 2022 and 2021.
v3.24.0.1
Related Party Transactions - Related Party Transactions and Balances (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
USD ($)
Loan
Dec. 31, 2022
USD ($)
Related Party Transaction [Line Items]    
Accounts receivable [1],[2] $ 340,740 $ 250,995
Contract assets [3] 41,366 46,727
Deferred cost of revenue, current [4] 45,984 46,191
Prepaid expenses and other current assets [1],[5] 51,148 43,643
Operating lease right-of-use assets [1],[6] 139,732 126,955
Other long-term assets [1],[7] 50,208 40,205
Accounts payable [1] 132,078 161,770
Accrued expenses and other current liabilities [1],[8] 130,879 144,183
Deferred revenue and customer deposits [1],[9] 128,922 159,048
Operating lease liabilities [1],[10] 20,245 16,227
Operating lease liabilities, non-current [1],[11] 141,939 132,363
Non-recourse debt 846,633 411,579
SK Ecoplant    
Related Party Transaction [Line Items]    
Accounts receivable 19,567 4,257
Prepaid expenses and other current assets 644 2,645
Operating lease right-of-use assets 2,138 2,390
Other long-term assets 46 47
Accounts payable 3,480 5,607
Accrued expenses and other current liabilities 2,347 1,355
Deferred revenue and customer deposits 0 2
Operating lease liabilities 440 393
Operating lease liabilities, non-current $ 1,617 2,000
SK Ecoplant | Korean Joint Venture    
Related Party Transaction [Line Items]    
Number of term loans | Loan 2  
Related Party    
Related Party Transaction [Line Items]    
Accounts receivable $ 262,031 4,257
Contract assets 6,872 0
Deferred cost of revenue, current 875 0
Prepaid expenses and other current assets 2,257 0
Operating lease right-of-use assets 2,031 0
Other long-term assets 9,069 0
Accounts payable 77 0
Accrued expenses and other current liabilities 3,427 0
Deferred revenue and customer deposits 1,707 0
Operating lease liabilities 440 0
Deferred revenue and customer deposits, long-term 6,709 0
Operating lease liabilities, non-current 1,617 0
Non-recourse debt $ 4,627 $ 0
[1] We have variable interest entities related to the PPA* V (see Note 10 — Portfolio Financings) and a joint venture in the Republic of Korea (see Note 17 — SK ecoplant Strategic Investment), which represent a portion of the consolidated balances recorded within these financial statement line items.
In August 2023, we sold the PPA V as a result of the PPA V Repowering of the Energy Servers (see Note 10 — Portfolio Financings), as such the consolidated balances recorded within these financial statement line items as of December 31, 2023 exclude the PPA V balances.
[2] Including amounts from related parties of $262.0 million and $4.3 million as of December 31, 2023 and December 31, 2022, respectively.
[3] Including amounts from related parties of $6.9 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
[4] Including amounts from related parties of $0.9 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
[5] Including amounts from related parties of $2.3 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
[6] Including amounts from related parties of $2.0 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
[7] Including amounts from related parties of $9.1 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
8 Including amounts from related parties of $0.1 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
[8] Including amounts from related parties of $3.4 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
[9] Including amounts from related parties of $1.7 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
[10] Including amounts from related parties of $0.4 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
[11] Including amounts from related parties of $1.6 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
v3.24.0.1
Restructuring - Narrative (Details)
$ in Thousands
 1 Months Ended 12 Months Ended
Oct. 28, 2023
employee
Oct. 31, 2023
contractor
employee
Sep. 30, 2023
employee
contractor
Dec. 31, 2023
USD ($)
employee
Dec. 31, 2022
USD ($)
Restructuring Cost and Reserve [Line Items]          
Restructuring accruals       $ 9,300  
Remaining restructuring cost       7,600  
Restructuring reserve       $ 3,793 $ 0
Full-Time Employees          
Restructuring Cost and Reserve [Line Items]          
Restructuring and related cost, number of positions eliminated | employee 61 71 74 145  
Contractors          
Restructuring Cost and Reserve [Line Items]          
Restructuring and related cost, number of positions eliminated   8 48 56  
Severance          
Restructuring Cost and Reserve [Line Items]          
Restructuring accruals       $ 5,300  
Remaining restructuring cost       3,300  
Restructuring reserve       464 0
Facility Closure          
Restructuring Cost and Reserve [Line Items]          
Restructuring accruals       2,600  
Restructuring reserve       2,577 0
Other          
Restructuring Cost and Reserve [Line Items]          
Restructuring accruals       1,400  
Restructuring reserve       752 $ 0
One-time Termination Benefits          
Restructuring Cost and Reserve [Line Items]          
Remaining restructuring cost       3,500  
Restructuring reserve       1,000  
Relocation Costs          
Restructuring Cost and Reserve [Line Items]          
Remaining restructuring cost       800  
Performance Bonuses Accrued Employees          
Restructuring Cost and Reserve [Line Items]          
Restructuring reserve       200  
Stock-Based Compensation Expense          
Restructuring Cost and Reserve [Line Items]          
Restructuring reserve       $ 200  
v3.24.0.1
Restructuring - Restructuring Charges and Payments and Other Deductions (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
USD ($)
Restructuring Reserve [Roll Forward]  
Beginning balance $ 0
Restructuring accruals 9,166
Payments (5,373)
Ending balance $ 3,793
Restructuring Incurred Cost , Statement Of Income Or Comprehensive Income, Extensible Enumeration, Not Disclosed Flag Restructuring accruals
Facility Closure  
Restructuring Reserve [Roll Forward]  
Beginning balance $ 0
Restructuring accruals 2,611
Payments (34)
Ending balance 2,577
Severance  
Restructuring Reserve [Roll Forward]  
Beginning balance 0
Restructuring accruals 5,306
Payments (4,842)
Ending balance 464
Other  
Restructuring Reserve [Roll Forward]  
Beginning balance 0
Restructuring accruals 1,249
Payments (497)
Ending balance $ 752
v3.24.0.1
Restructuring - Restructuring Cost (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Restructuring Cost and Reserve [Line Items]      
Cost of product revenue [1] $ 1,135,676 $ 1,050,837 $ 774,595
Operating expenses:      
Research and development 155,865 150,606 103,396
Sales and marketing 89,961 90,934 86,499
General and administrative [2] 160,875 167,740 122,188
Total 9,300    
2023 Restructuring Plan      
Operating expenses:      
Research and development 1,609    
Sales and marketing 1,679    
General and administrative 2,467    
Total 9,323    
Product      
Restructuring Cost and Reserve [Line Items]      
Cost of product revenue [1] 630,105 616,178 471,654
Product | 2023 Restructuring Plan      
Restructuring Cost and Reserve [Line Items]      
Cost of product revenue 2,976    
Installation      
Restructuring Cost and Reserve [Line Items]      
Cost of product revenue [1] 105,735 104,111 110,214
Installation | 2023 Restructuring Plan      
Restructuring Cost and Reserve [Line Items]      
Cost of product revenue 71    
Service      
Restructuring Cost and Reserve [Line Items]      
Cost of product revenue [1] 220,927 $ 168,491 $ 148,286
Service | 2023 Restructuring Plan      
Restructuring Cost and Reserve [Line Items]      
Cost of product revenue $ 521    
[1] Including related party cost of revenue of $0.1 million for the year ended December 31, 2023. There was no related party cost of revenue for the years ended December 31, 2022 and 2021.
[2] Including related party general and administrative expenses of $0.8 million for the year ended December 31, 2023. There were no related party general and administrative expenses for the years ended December 31, 2022 and 2021.
v3.24.0.1
Commitments and Contingencies - Narrative (Details)
$ in Thousands
 12 Months Ended
Jan. 06, 2023
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2019
USD ($)
Aug. 24, 2023
USD ($)
Nov. 30, 2021
Sep. 30, 2017
employer
Mar. 31, 2012
USD ($)
Operating Leased Assets [Line Items]                
PPA expenses   $ 25,900 $ 12,100          
Restricted cash   80,585 169,868          
Cash and cash equivalents [1]   664,593 348,498          
Restricted cash [1]   33,764 118,353          
Grants receivable               $ 16,500
Proceeds from government grants   12,000            
Government grant, supplier incentive component   4,500            
Number of employees to be hired per incentive grant agreement | employer             900  
Government grant, supplier incentive component, amount forfeited   4,500            
Deferred government grant obligation, noncurrent   9,500 $ 9,500          
Settlement amount $ 3,000              
General and Administrative Expense                
Operating Leased Assets [Line Items]                
Deferred government grant obligation, noncurrent   600            
Research and Development Expense                
Operating Leased Assets [Line Items]                
Deferred government grant obligation, noncurrent   500            
Selling and Marketing Expense                
Operating Leased Assets [Line Items]                
Deferred government grant obligation, noncurrent   200            
Product | Cost of Sales                
Operating Leased Assets [Line Items]                
Deferred government grant obligation, noncurrent   5,300            
Service | Cost of Sales                
Operating Leased Assets [Line Items]                
Deferred government grant obligation, noncurrent   2,900            
Milestone Period 1                
Operating Leased Assets [Line Items]                
Government grant, total compensation paid to workers   $ 108,000            
Government grant, total compensation paid, payment period   4 years            
Government grant, supplier incentive component, repayments   $ 1,500            
Milestone Period 2                
Operating Leased Assets [Line Items]                
Government grant, total compensation paid to workers   $ 144,000            
Government grant, total compensation paid, payment period   4 years            
Government grant, supplier incentive component, repayments   $ 1,000            
Milestone Period 3                
Operating Leased Assets [Line Items]                
Government grant, total compensation paid to workers   $ 72,000            
Government grant, total compensation paid, payment period   2 years            
3.04% Senior Secured Notes due June 2031 | Senior Secured Notes                
Operating Leased Assets [Line Items]                
Interest Rate     3.04%     3.04%    
3.04% Senior Secured Notes due June 2031 | Senior Secured Notes | PPA Company 5                
Operating Leased Assets [Line Items]                
Cash and cash equivalents     $ 8,600   $ 8,600      
3.04% Senior Secured Notes Due June 30 2031                
Operating Leased Assets [Line Items]                
Interest Rate         3.04%      
Variable Interest Entity, Primary Beneficiary                
Operating Leased Assets [Line Items]                
Cash and cash equivalents     5,008          
Restricted cash     8,000          
Variable Interest Entity, Primary Beneficiary | PPA Company 2                
Operating Leased Assets [Line Items]                
Restricted cash   $ 40,400 69,100          
Restricted cash   8,200 28,500          
Variable Interest Entity, Primary Beneficiary | PPA Company 5                
Operating Leased Assets [Line Items]                
Restricted cash   32,600 84,300          
Restricted cash   7,600 7,900          
Variable Interest Entity, Primary Beneficiary | PPA Company 5 | KOREA, REPUBLIC OF                
Operating Leased Assets [Line Items]                
Restricted cash   60,400            
Variable Interest Entity, Primary Beneficiary | PPA Company 3b                
Operating Leased Assets [Line Items]                
Restricted cash       $ 20,000        
Restricted cash, pledged as collateral, term       7 years        
Restricted cash, pledged as collateral, initial pledge period for release, term       5 years        
Restricted cash, pledged as collateral, secondary pledge period for release, term       2 years        
Restricted cash   $ 6,700 $ 6,700          
[1] We have variable interest entities related to the PPA* V (see Note 10 — Portfolio Financings) and a joint venture in the Republic of Korea (see Note 17 — SK ecoplant Strategic Investment), which represent a portion of the consolidated balances recorded within these financial statement line items.
In August 2023, we sold the PPA V as a result of the PPA V Repowering of the Energy Servers (see Note 10 — Portfolio Financings), as such the consolidated balances recorded within these financial statement line items as of December 31, 2023 exclude the PPA V balances.
v3.24.0.1
Income Taxes - Domestic and Foreign Components of Income (Loss) Before Income Taxes (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Income Tax Disclosure [Abstract]      
United States $ (310,243) $ (320,107) $ (195,208)
Foreign 4,200 6,118 2,885
Loss before income taxes $ (306,043) $ (313,989) $ (192,323)
v3.24.0.1
Income Taxes - Provisions/ Benefit (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Current:      
Federal $ 0 $ 0 $ 0
State 246 374 107
Foreign 1,640 1,158 1,012
Total current 1,886 1,532 1,119
Deferred:      
Federal 0 0 0
State 0 0 0
Foreign 8 (435) (73)
Total deferred 8 (435) (73)
Provision for income taxes $ 1,894 $ 1,097 $ 1,046
v3.24.0.1
Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Income Tax Disclosure [Abstract]      
Tax at federal statutory rate $ (64,270) $ (65,922) $ (40,387)
State taxes, net of federal effect 246 374 107
Impact of noncontrolling interest 1,222 2,872 6,074
Elimination of acquiree deferred taxes 0 0 2,149
Non-U.S. tax effect 1,067 (387) 412
Nondeductible expenses and losses 5,239 2,258 1,311
Stock-based compensation 3,222 7,019 5,307
Loss on debt extinguishment 0 0 0
U.S. tax on foreign earnings (GILTI) 86 2,525 59
(Gain) loss on SK Equity Transaction 11,811 (3,932) 2,292
Acquisition contingent liability 0 0 (762)
Change in valuation allowance 43,271 56,290 24,484
Provision for income taxes $ 1,894 $ 1,097 $ 1,046
v3.24.0.1
Income Taxes - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Tax Credit Carryforward [Line Items]      
Income tax provision $ 1,894 $ 1,097 $ 1,046
Pre-tax loss $ 306,043 $ 313,989 $ 192,323
Effective income tax rate (0.60%) (0.30%) (0.50%)
Valuation allowance $ 831,597 $ 758,242  
Increase in valuation allowance 73,400 69,000  
Uncertain tax positions increase 9,800    
Unrecognized tax benefits that would impact valuation allowance 54,100    
Interest and penalties accrued 0 $ 0  
Domestic Tax Authority      
Tax Credit Carryforward [Line Items]      
Operating loss carryforwards 2,100,000    
Tax credit carryforwards 45,700    
Domestic Tax Authority | Research Tax Credit Carryforward      
Tax Credit Carryforward [Line Items]      
Tax credit carryforwards 39,100    
Domestic Tax Authority | Investment Tax Credit Carryforward      
Tax Credit Carryforward [Line Items]      
Tax credit carryforwards 6,600    
State and Local Jurisdiction      
Tax Credit Carryforward [Line Items]      
Operating loss carryforwards 1,500,000    
Operating loss carryforwards, subject to expiration     $ 369,500
Tax credit carryforwards 19,100    
State and Local Jurisdiction | Research Tax Credit Carryforward      
Tax Credit Carryforward [Line Items]      
Tax credit carryforwards $ 19,100    
v3.24.0.1
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Income Tax Disclosure [Abstract]    
Tax credits and net operating loss carryforwards $ 574,679 $ 558,779
Lease liabilities 151,470 157,890
Depreciation and amortization 59,790 27,681
Deferred revenue 13,580 18,992
Accruals and reserves 36,096 21,084
Research and development expenditures capitalization 53,991 28,965
Stock-based compensation 19,698 22,675
Disallowed Interest expenses 29,581 29,159
Investment in PPA entities 0 4,354
Other items — deferred tax assets 1,695 1,519
Gross deferred tax assets 940,580 871,098
Valuation allowance (831,597) (758,242)
Net deferred tax assets 108,983 112,856
Managed services — deferred costs (16,826) (18,974)
Right-of-use assets and leased assets (88,391) (90,682)
Other items — deferred tax liability (2,381) (2,049)
Gross deferred tax liabilities (107,598) (111,705)
Net deferred tax asset $ 1,385 $ 1,151
v3.24.0.1
Income Taxes - Operating Loss And Credit Carryforwards (Details)
$ in Millions
Dec. 31, 2023
USD ($)
Domestic Tax Authority  
Operating Loss Carryforwards [Line Items]  
Operating loss carryforwards $ 2,100.0
Tax credit carryforwards 45.7
Domestic Tax Authority | Expire in 2024 — 2028  
Operating Loss Carryforwards [Line Items]  
Operating loss carryforwards 200.0
Tax credit carryforwards 4.3
Domestic Tax Authority | Expire in 2029 — 2033  
Operating Loss Carryforwards [Line Items]  
Operating loss carryforwards 700.0
Tax credit carryforwards 7.9
Domestic Tax Authority | Expire beginning in 2034  
Operating Loss Carryforwards [Line Items]  
Operating loss carryforwards 800.0
Tax credit carryforwards 33.5
Domestic Tax Authority | Carryforward indefinitely  
Operating Loss Carryforwards [Line Items]  
Operating loss carryforwards 400.0
Tax credit carryforwards 0.0
State and Local Jurisdiction  
Operating Loss Carryforwards [Line Items]  
Operating loss carryforwards 1,500.0
Tax credit carryforwards 19.1
State and Local Jurisdiction | Expire in 2024 — 2028  
Operating Loss Carryforwards [Line Items]  
Operating loss carryforwards 100.0
Tax credit carryforwards 0.0
State and Local Jurisdiction | Expire in 2029 — 2033  
Operating Loss Carryforwards [Line Items]  
Operating loss carryforwards 600.0
Tax credit carryforwards 0.0
State and Local Jurisdiction | Expire beginning in 2034  
Operating Loss Carryforwards [Line Items]  
Operating loss carryforwards 800.0
Tax credit carryforwards 0.0
State and Local Jurisdiction | Carryforward indefinitely  
Operating Loss Carryforwards [Line Items]  
Operating loss carryforwards 0.0
Tax credit carryforwards $ 19.1
v3.24.0.1
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]      
Unrecognized tax benefits beginning balance $ 48,389 $ 42,010 $ 37,753
Gross decrease for tax positions of prior year (152) (55) 0
Gross increase for tax positions of prior year 1,307 0 95
Gross increase for tax positions of current year 8,613 6,434 4,162
Unrecognized tax benefits end balance $ 58,157 $ 48,389 $ 42,010
v3.24.0.1
Net Loss per Share Available to Common Stockholders - Schedule of Basic and Diluted Net Loss per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Numerator:      
Net loss available to common stockholders   $ (301,708) $ (164,473)
Denominator:      
Weighted average shares of common stock, basic (in shares) 212,681 185,907 173,438
Weighted average shares of common stock, diluted (in shares) 212,681 185,907 173,438
Net loss per share available to common stockholders, basic (in dollars per share) $ (1.42) $ (1.62) $ (0.95)
Net loss per share available to common stockholders, diluted (in dollars per share) $ (1.42) $ (1.62) $ (0.95)
v3.24.0.1
Net Loss per Share Available to Common Stockholders - Schedule of Antidilutive Securities (Details) - shares
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities (in shares) 49,133,000 28,391,000 21,287,000
Convertible notes      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities (in shares) 35,327,000 14,187,000 14,187,000
Redeemable convertible preferred stock      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities (in shares) 9,795,000 8,521,000 82,000
Stock options and awards      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities (in shares) 4,011,000 5,683,000 7,018,000
Class A Common Stock      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities (in shares) 13,491,701    
v3.24.0.1
SK ecoplant Strategic Investment - Narrative (Details)
$ / shares in Units, $ in Thousands
 1 Months Ended 2 Months Ended 3 Months Ended 12 Months Ended
Sep. 23, 2023
shares
Mar. 31, 2023
USD ($)
Mar. 20, 2023
USD ($)
$ / shares
shares
Nov. 08, 2022
shares
Aug. 19, 2022
USD ($)
$ / shares
shares
Aug. 10, 2022
USD ($)
$ / shares
shares
Dec. 29, 2021
USD ($)
shares
Oct. 23, 2021
USD ($)
$ / shares
shares
Dec. 31, 2023
USD ($)
MW
Sep. 30, 2023
MW
Oct. 31, 2021
USD ($)
$ / shares
shares
Dec. 29, 2021
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Sep. 15, 2023
Schedule of Equity Method Investments [Line Items]                                  
Minimum purchase commitment | MW                 500 250              
Term of power purchase agreements (in years)                 4 years                
Additional commitment | MW                 250                
Deferred revenue                 $ 72,328       $ 94,355 $ 72,328 $ 94,355    
Revaluation of derivative contracts                           (1,641) 9,583 $ (17,532)  
Derecognition of the pre-modified forward contract fair value                           76,242      
Transaction costs                           35 13,775 0  
Reduction to deferred revenue and customer deposits [1]                           42,635 (35,156) 22,677  
SK Ecoplant                                  
Schedule of Equity Method Investments [Line Items]                                  
Purchase commitment period                     3 years            
Total purchase price     $ 310,500                            
Redeemable convertible preferred stock, fair value                     $ 218,000            
Change in fair value                       $ 9,700          
Deferred revenue             $ 37,000   0     $ 37,000 24,600 0 24,600    
Revenue recognized                         9,600 0   $ 2,800  
Deferred revenue, current                         10,000   10,000    
Deferred revenue, noncurrent                         $ 14,600   $ 14,600    
Sale of stock, excess consideration, deferred expense                           3,500      
SK Ecoplant | Option To Acquire Shares                                  
Schedule of Equity Method Investments [Line Items]                                  
Derivative liability               $ 9,600                  
Initial Investment | SK Ecoplant                                  
Schedule of Equity Method Investments [Line Items]                                  
Reduction to deferred revenue and customer deposits     24,600                            
Over-Allotment Option | SK Ecoplant                                  
Schedule of Equity Method Investments [Line Items]                                  
Offering price per share (in dollars per share) | $ / shares           $ 23.05                      
Total purchase price           $ 4,200                      
Revaluation of derivative contracts           $ 9,000                      
Second Tranche Closing                                  
Schedule of Equity Method Investments [Line Items]                                  
Change in fair value     16,100                            
Second Tranche Closing | SK Ecoplant                                  
Schedule of Equity Method Investments [Line Items]                                  
Total purchase price     311,000                            
Deferred revenue                 39,500         39,500      
Sale of stock, issuance cost     500                            
Transaction costs     $ 500                            
Loan commitment asset, term     5 years                            
Loan commitment asset, interest rate     4.60%                            
Loan commitment asset                 52,800         52,800      
Sale of stock, consideration including loan commitment     $ 363,800                            
Sale of stock, excess consideration   $ 14,900             11,400         11,400      
Loan commitment asset, current                 5,300         5,300      
Loan commitment asset, noncurrent                 47,500         47,500      
Second Tranche Closing | SK Ecoplant | Prepaid Expenses and Other Current Assets                                  
Schedule of Equity Method Investments [Line Items]                                  
Sale of stock, excess consideration   8,200             2,300         2,300      
Second Tranche Closing | SK Ecoplant | Other long-term assets                                  
Schedule of Equity Method Investments [Line Items]                                  
Sale of stock, excess consideration   6,700             $ 9,100         $ 9,100      
Second Tranche Closing | SK Ecoplant                                  
Schedule of Equity Method Investments [Line Items]                                  
Sale of stock, consideration including loan commitment     $ 403,300                            
Series A Redeemable Convertible Preferred Stock | Initial Investment | SK Ecoplant                                  
Schedule of Equity Method Investments [Line Items]                                  
Shares sold in offering (in shares) | shares               10,000,000                  
Temporary equity, par value (in dollars per share) | $ / shares               $ 0.0001                  
Offering price per share (in dollars per share) | $ / shares               $ 25.50     $ 25.50            
Total purchase price               $ 255,000     $ 255,000            
Series A Redeemable Convertible Preferred Stock | Initial Investment | SK Ecoplant                                  
Schedule of Equity Method Investments [Line Items]                                  
Shares sold in offering (in shares) | shares             10,000,000       10,000,000            
Series A Redeemable Convertible Preferred Stock | Second Tranche Closing | SK Ecoplant                                  
Schedule of Equity Method Investments [Line Items]                                  
Derecognition of the pre-modified forward contract fair value   $ 76,200                              
Class A Common Stock | SK Ecoplant                                  
Schedule of Equity Method Investments [Line Items]                                  
Shares converted (in shares) | shares       10,000,000                          
Class A Common Stock | Initial Investment                                  
Schedule of Equity Method Investments [Line Items]                                  
Shares sold in offering (in shares) | shares         13,000,000                        
Offering price per share (in dollars per share) | $ / shares         $ 26.00                        
Total purchase price         $ 371,500                        
Class A Common Stock | Over-Allotment Option | SK Ecoplant                                  
Schedule of Equity Method Investments [Line Items]                                  
Shares sold in offering (in shares) | shares           13,491,701                      
Series B preferred | SK Ecoplant                                  
Schedule of Equity Method Investments [Line Items]                                  
Shares converted (in shares) | shares 13,491,701                                
Series B preferred | Second Tranche Closing | SK Ecoplant                                  
Schedule of Equity Method Investments [Line Items]                                  
Shares sold in offering (in shares) | shares     13,491,701                            
Temporary equity, par value (in dollars per share) | $ / shares     $ 0.0001                            
Offering price per share (in dollars per share) | $ / shares     $ 23.05                            
SK Ecoplant                                  
Schedule of Equity Method Investments [Line Items]                                  
Interest owns percentage                                 40.00%
SK Ecoplant | Class A Common Stock                                  
Schedule of Equity Method Investments [Line Items]                                  
Interest owns percentage                 10.50%         10.50%      
[1] Including change in related party balances of $8.4 million for the year ended December 31, 2023. There were no associated related party balances as of December 31, 2022 and 2021.
v3.24.0.1
SK ecoplant Strategic Investment - Schedule of Aggregate Carrying Values (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Current assets:    
Cash and cash equivalents [1] $ 664,593 $ 348,498
Accounts receivable [1],[2] 340,740 250,995
Inventories [1] 502,515 268,394
Prepaid expenses and other current assets [1],[3] 51,148 43,643
Total current assets 1,693,167 1,055,963
Operating lease right-of-use assets [1],[4] 139,732 126,955
Other long-term assets [1],[5] 50,208 40,205
Total assets 2,413,677 1,946,627
Current liabilities:    
Accounts payable [1] 132,078 161,770
Accrued expenses and other current liabilities [1],[6] 130,879 144,183
Deferred revenue and customer deposits [1],[7] 128,922 159,048
Operating lease liabilities [1],[8] 20,245 16,227
Total current liabilities 470,422 541,946
Operating lease liabilities [1],[9] 141,939 132,363
Non-recourse debt [1],[10] 4,627 112,480
Total liabilities 1,893,007 1,567,811
SK Ecoplant    
Current assets:    
Cash and cash equivalents 3,003 2,591
Accounts receivable 19,567 4,257
Inventories 8,156 13,412
Prepaid expenses and other current assets 644 2,645
Total current assets 31,370 22,905
Property and equipment, net 2,519 1,141
Operating lease right-of-use assets 2,138 2,390
Other long-term assets 46 47
Total assets 36,073 26,483
Current liabilities:    
Accounts payable 3,480 5,607
Accrued expenses and other current liabilities 2,347 1,355
Deferred revenue and customer deposits 0 2
Operating lease liabilities 440 393
Total current liabilities 6,267 7,357
Operating lease liabilities 1,617 2,000
Non-recourse debt 4,627 0
Total liabilities $ 12,511 $ 9,357
[1] We have variable interest entities related to the PPA* V (see Note 10 — Portfolio Financings) and a joint venture in the Republic of Korea (see Note 17 — SK ecoplant Strategic Investment), which represent a portion of the consolidated balances recorded within these financial statement line items.
In August 2023, we sold the PPA V as a result of the PPA V Repowering of the Energy Servers (see Note 10 — Portfolio Financings), as such the consolidated balances recorded within these financial statement line items as of December 31, 2023 exclude the PPA V balances.
[2] Including amounts from related parties of $262.0 million and $4.3 million as of December 31, 2023 and December 31, 2022, respectively.
[3] Including amounts from related parties of $2.3 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
[4] Including amounts from related parties of $2.0 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
[5] Including amounts from related parties of $9.1 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
8 Including amounts from related parties of $0.1 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
[6] Including amounts from related parties of $3.4 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
[7] Including amounts from related parties of $1.7 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
[8] Including amounts from related parties of $0.4 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
[9] Including amounts from related parties of $1.6 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
[10] Including amounts from related parties of $4.6 million as of December 31, 2023. There were no respective related party amounts as of December 31, 2022.
v3.24.0.1
Label Element Value
Accounting Standards Update [Extensible Enumeration] us-gaap_AccountingStandardsUpdateExtensibleList Accounting Standards Update 2020-06 [Member]