BLOOM ENERGY CORP, 10-K filed on 2/21/2023
Annual Report
v3.22.4
Cover Page - USD ($)
$ in Billions
 12 Months Ended
Dec. 31, 2022
Feb. 14, 2023
Jun. 30, 2022
Document Information [Line Items]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2022    
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    
Entity Shell Company false    
Entity Public Float     $ 2.3
Documents Incorporated by Reference Portions of the registrant’s definitive proxy statement for the 2023 Annual Meeting of Stockholders (the “2023 Proxy Statement”) are incorporated into Part III of this Annual Report on Form 10-K. The 2023 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, 2022.    
Entity Central Index Key 0001664703    
Document Fiscal Year Focus 2022    
Document Fiscal Period Focus FY    
Amendment Flag false    
Class A Common Stock      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   190,405,579  
Class B common stock      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   15,690,518  
v3.22.4
Audit Information
 12 Months Ended
Dec. 31, 2022
Audit Information [Abstract]  
Auditor Firm ID 34
Auditor Name Deloitte & Touche LLP
Auditor Location San Jose, California
v3.22.4
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Current assets:    
Cash and cash equivalents [1] $ 348,498 $ 396,035
Restricted cash [1] 51,515 92,540
Accounts receivable less allowance for doubtful accounts of $119 as of December 31, 2022 and 2021 [1] 250,995 87,789
Contract assets 46,727 25,201
Inventories [1] 268,394 143,370
Deferred cost of revenue 46,191 25,040
Customer financing receivable [1] 0 5,784
Prepaid expense and other current assets [1] 43,643 30,661
Total current assets 1,055,963 806,420
Property, plant and equipment, net [1] 600,414 604,106
Operating lease right-of-use assets [1] 126,955 106,660
Customer financing receivable [1] 0 39,484
Restricted cash [1] 118,353 126,539
Deferred cost of revenue 4,737 1,289
Other long-term assets [1] 40,205 41,073
Total assets 1,946,627 1,725,571
Current liabilities:    
Accounts Payable, Current [1] 161,770 72,967
Accrued warranty 17,332 11,746
Accrued expenses and other current liabilities [1] 144,183 114,138
Deferred revenue and customer deposits [1] 159,048 89,975
Operating lease liabilities [1] 16,227 13,101
Financing obligations 17,363 14,721
Recourse debt 12,716 8,348
Non-recourse debt [1] 13,307 17,483
Total current liabilities 541,946 342,479
Deferred revenue And customer deposits [1] 56,392 90,310
Operating lease liabilities [1] 132,363 106,187
Financing obligations 442,063 461,900
Recourse debt 273,076 283,483
Non-recourse debt [1] 112,480 217,416
Other long-term liabilities 9,491 16,772
Total liabilities 1,567,811 1,518,547
Commitments and contingencies (Note 13)
Redeemable convertible preferred stock, Series A: 10,000,000 shares authorized; no shares and 10,000,000 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively. 0 208,551
Redeemable noncontrolling interest 0 300
Stockholders’ equity (deficit) :    
Common stock: $0.0001 par value; Class A shares - 600,000,000 shares authorized, and 189,864,722 shares and 160,627,544 shares issued and outstanding and Class B shares - 600,000,000 shares authorized and 15,799,968 shares and 15,832,863 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively. 20 18
Additional paid-in capital 3,906,491 3,219,081
Accumulated other comprehensive loss (1,251) (350)
Accumulated deficit (3,564,483) (3,263,075)
Total stockholders’ equity (deficit) attributable to Class A and Class B common stockholders 340,777 (44,326)
Noncontrolling interest 38,039 42,499
Total stockholders’ equity (deficit) 378,816 (1,827)
Total liabilities, redeemable convertible preferred stock, redeemable noncontrolling interest and stockholders’ equity (deficit) $ 1,946,627 $ 1,725,571
[1] We have variable interest entities related to PPAs (see Note 11 - Portfolio Financings) and 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 the consolidated balance sheets.
v3.22.4
Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Allowance for doubtful accounts $ 119 $ 119
Preferred stock, par or stated (in dollars per share) $ 0.0001 $ 0.0001
Preferred stock, authorized (in shares) 20,000,000 10,000,000
Preferred stock, issued (in shares) 0 0
Preferred stock, outstanding (in shares) 0 0
Series A preferred    
Redeemable convertible preferred stock, authorized (in shares) 10,000,000 10,000,000
Redeemable convertible preferred stock, issued (in shares) 0 10,000,000
Redeemable convertible preferred stock, outstanding (in shares) 0 10,000,000
Preferred stock, authorized (in shares) 10,000,000  
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) 189,864,722 160,627,544
Common stock, outstanding (in shares) 189,864,722 160,627,544
Class B common stock    
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Common stock, authorized (in shares) 600,000,000 600,000,000
Common stock, issued (in shares) 15,799,968 15,832,863
Common stock, outstanding (in shares) 15,799,968 15,832,863
v3.22.4
Consolidated Statements of Operations - USD ($)
shares in Thousands, $ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Total revenue $ 1,199,125 $ 972,176 $ 794,247
Cost of revenue 1,050,837 774,595 628,454
Gross profit 148,288 197,581 165,793
Operating expenses:      
Research and development 150,606 103,396 83,577
Sales and marketing 90,934 86,499 55,916
General and administrative 167,740 122,188 107,085
Total operating expenses 409,280 312,083 246,578
Loss from operations (260,992) (114,502) (80,785)
Interest income 3,887 262 1,475
Interest expense (53,493) (69,025) (76,276)
Interest expense - related parties 0 0 (2,513)
Loss on extinguishment of debt (8,955) 0 (12,878)
Other income (expense), net 4,998 (8,139) (8,318)
Gain (loss) on revaluation of embedded derivatives 566 (919) 464
Loss before income taxes (313,989) (192,323) (178,831)
Provision for income tax 1,097 1,046 256
Net loss (315,086) (193,369) (179,087)
Less: Net loss attributable to noncontrolling interest (13,378) (28,896) (21,513)
Net loss attributable to Class A and Class B common stockholders (301,708) (164,473) (157,574)
Less: Net loss attributable to redeemable noncontrolling interest (300) (28) (21)
Net loss before portion attributable to redeemable noncontrolling interest and noncontrolling interest $ (301,408) $ (164,445) $ (157,553)
Net loss per share attributable to Class A and Class B common stockholders, basic (in dollars per share) $ (1.62) $ (0.95) $ (1.14)
Net loss per share attributable to Class A and Class B common stockholders, diluted (in dollars per share) $ (1.62) $ (0.95) $ (1.14)
Weighted average shares used to compute net loss per share available to Class A and Class B common stockholders, basic (in shares) 185,907 173,438 138,722
Weighted average shares used to compute net loss per share available to Class A and Class B common stockholders, diluted (in shares) 185,907 173,438 138,722
Product      
Total revenue $ 880,664 $ 663,512 $ 518,633
Cost of revenue 616,178 471,654 332,724
Installation      
Total revenue 92,120 96,059 101,887
Cost of revenue 104,111 110,214 116,542
Service      
Total revenue 150,954 144,184 109,633
Cost of revenue 168,491 148,286 132,329
Electricity      
Total revenue 75,387 68,421 64,094
Cost of revenue $ 162,057 $ 44,441 $ 46,859
v3.22.4
Consolidated Statements of Comprehensive Loss - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Statement of Comprehensive Income [Abstract]      
Net loss $ (315,086) $ (193,369) $ (179,087)
Other comprehensive loss, net of taxes:      
Unrealized loss on available-for-sale securities 0 0 (23)
Change in derivative instruments designated and qualifying as cash flow hedges 0 15,243 (6,896)
Foreign currency translation adjustment (794) (595) 0
Other comprehensive (loss) income, net of taxes (794) 14,648 (6,919)
Comprehensive loss (315,880) (178,721) (186,006)
Less: Comprehensive loss attributable to noncontrolling interest (13,271) (13,907) (28,404)
Comprehensive loss attributable to Class A and Class B common stockholders (302,609) (164,814) (157,602)
Less: Comprehensive loss attributable to redeemable noncontrolling interest (300) (28) (21)
Comprehensive loss before portion attributable to redeemable noncontrolling interest and noncontrolling interest $ (302,309) $ (164,786) $ (157,581)
v3.22.4
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($)
$ in Thousands
Total
Cumulative effect upon adoption of new accounting standard
Total equity (deficit) attributable to Class A and Class B common stockholders
Total equity (deficit) attributable to Class A and Class B common stockholders
Cumulative effect upon adoption of new accounting standard
Class A and Class B 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
Accounting Standards Update [Extensible List] Accounting Standards Update 2020-06                    
Beginning balance (in shares) at Dec. 31, 2019         121,036,289            
Beginning balance at Dec. 31, 2019 $ (168,303)   $ (259,594)   $ 12 $ 2,686,759   $ 19 $ (2,946,384)   $ 91,291
Increase (Decrease) in Stockholders' Equity [Roll Forward]                      
Conversion of Notes (in shares)         35,881,250            
Conversion of Notes 300,852   300,852   $ 4 300,848          
Issuance of convertible notes 126,799   126,799     126,799          
Adjustment of embedded derivative for debt modification (24,071)   (24,071)     (24,071)          
Issuance of restricted stock awards (in shares)         7,806,038            
Issuance of restricted stock awards 1   1   $ 1            
ESPP purchase (in shares)         1,937,825            
ESPP purchase 8,499   8,499     8,499          
Exercise of stock options (in shares)         1,341,324            
Exercise of stock options 14,988   14,988     14,988          
Stock-based compensation 68,931   68,931     68,931          
Unrealized loss on available-for-sale securities (23)   (23)         (23)      
Change in effective portion of interest rate swap agreement (6,896)   (5)         (5)     (6,891)
Distributions and payments to noncontrolling interests (7,205)                   (7,205)
Contributions from noncontrolling interest 6,513                   6,513
Net income (loss) [1] (179,066)   (157,553)           (157,553)   (21,513)
Ending balance (in shares) at Dec. 31, 2020         168,002,726            
Ending 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          
Unrealized loss on available-for-sale securities 0                    
Change in effective portion of interest rate swap agreement 15,243                   15,243
Distributions and payments to noncontrolling interests (5,789)                   (5,789)
Foreign currency translation adjustment (596)   (342)         (341) (1)   (254)
Net income (loss) [2] (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]                      
Conversion of redeemable convertible preferred stock to Class A Common Stock (in shares)         10,000,000            
Conversion of redeemable convertible preferred stock to Class A Common Stock 208,551   208,551   $ 1 208,550          
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          
Unrealized loss on available-for-sale securities 0                    
Distributions and payments to noncontrolling interests (6,854)   (500)     (500)         (6,354)
Contributions from noncontrolling interest 2,815                   2,815
Public share offering (in shares)         14,950,000            
Public share offering (Note 1) 371,527   371,527   $ 1 371,526          
Forward contract to purchase Class A Common Stock (Note 5) 4,183   4,183     4,183          
Buyout of noncontrolling interest (Note 11) (12,000)   (24,350)     (24,350)         12,350
Foreign currency translation adjustment (794)   (901)         (901)     107
Net income (loss) [3] (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
[1]
3 Excludes $21 attributable to redeemable noncontrolling interest.
Note: Beginning redeemable NCI of $443 - distributions to redeemable noncontrolling interests of $45 - Net loss attributable to redeemable NCI of $21 = Ending redeemable NCI of $377.
[2]
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.
[3]
1 Excludes $300 attributable to redeemable noncontrolling interest.
Note: Beginning redeemable NCI of $300 - Net loss attributable to redeemable NCI of $300 = Ending redeemable NCI of Nil.
v3.22.4
Consolidated Statements of Stockholders' Equity (Deficit) (Parenthetical) - USD ($)
$ 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 $ 21
Redeemable noncontrolling interest $ 0 300 377
Distributions to redeemable noncontrolling interests   $ 49 $ 45
v3.22.4
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Cash flows from operating activities:      
Net loss $ (315,086) $ (193,369) $ (179,087)
Adjustments to reconcile net loss to net cash used in operating activities:      
Depreciation and amortization 61,608 53,454 52,279
Non-cash lease expense 20,155 9,708 5,328
Write-off of assets related to PPA IIIa and PPA IV 113,514 0 0
Revaluation of derivative contracts (9,583) 17,532 (497)
Stock-based compensation expense 112,259 73,274 73,893
Gain on remeasurement of investment 0 (1,966) 0
Contingent consideration remeasurement 0 (3,623) 0
Interest expense on interest rate swap settlement 0 (641) 0
Loss on extinguishment of debt 8,955 0 11,785
Amortization of warrants and debt issuance costs 3,032 3,797 6,455
Unrealized foreign currency exchange loss (gain) (3,267) 77 19
Other 3,532 0 4,346
Changes in operating assets and liabilities:      
Accounts receivable (162,864) 8,608 (61,702)
Contract assets (21,525) (21,874) 0
Inventories (124,878) (885) (33,004)
Deferred cost of revenue (24,282) 17,567 19,910
Customer financing receivable 2,510 5,428 5,159
Prepaid expenses and other current assets (17,590) 1,520 (3,124)
Other long-term assets (2,617) (2,854) 2,904
Operating lease right-of-use assets and operating lease liabilities 3,016 (12,953) (2,855)
Financing lease liabilities 896 1,142 0
Accounts payable 86,498 13,017 (622)
Accrued warranty 5,586 1,481 (241)
Accrued expenses and other current liabilities 43,243 (2,144) 17,753
Deferred revenue and customer deposits 35,156 (22,677) (12,972)
Other long-term liabilities (9,991) (4,300) (4,523)
Net cash used in operating activities (191,723) (60,681) (98,796)
Cash flows from investing activities:      
Purchase of property, plant and equipment (116,823) (49,810) (37,913)
Net cash acquired from step acquisition 0 3,114 0
Net cash used in investing activities (116,823) (46,696) (37,913)
Cash flows from financing activities:      
Proceeds from issuance of debt 0 135,989 300,000
Proceeds from issuance of debt to related parties 0 0 30,000
Repayment of debt of PPA IIIa and PPA IV (100,705) 0 0
Repayment of debt (19,881) (123,374) (176,522)
Repayment of debt - related parties 0 0 (2,105)
Make-whole payment related to PPA IIIa and PPA IV debt (6,553) 0 0
Debt issuance costs 0 (1,950) (13,247)
Proceeds from financing obligations 3,261 16,849 26,279
Repayment of financing obligations (35,543) (13,642) (10,756)
Contributions from noncontrolling interest 2,815 0 6,513
Distributions to redeemable noncontrolling interests 0 (49) (45)
Distributions and payments to noncontrolling interests (6,854) (5,789) (7,577)
Purchase of noncontrolling interest of PPA IV and PPA V (12,000) 0 0
Proceeds from issuance of common stock 15,279 89,790 23,491
Proceeds from issuance of redeemable convertible preferred stock, net 0 208,551 0
Proceeds from Class A common share offering 385,396 0 0
Public share offering costs (13,775) 0 0
Other (76) 0 0
Net cash provided by financing activities 211,364 306,375 176,031
Effect of exchange rate changes on cash, cash equivalent and restricted cash 434 (594) 0
Net (decrease) increase in cash, cash equivalents and restricted cash (96,748) 198,404 39,322
Beginning of period 615,114 416,710 377,388
End of period 518,366 615,114 416,710
Supplemental disclosure of cash flow information:      
Cash paid during the period for interest 48,980 68,739 71,651
Cash paid for amounts included in the measurement of lease liabilities:      
Operating cash flows from operating leases 14,001 17,416 2,855
Operating cash flows from financing leases 1,085 878 61
Cash paid during the period for income taxes 1,439 576 371
Non-cash investing and financing activities:      
Increase in recourse debt, non-current upon adoption of ASU 2020-06, net 0 121,491 0
Liabilities recorded for property, plant and equipment 10,988 6,095 7,175
Operating lease liabilities arising from obtaining right-of-use assets upon adoption of new lease guidance 0 0 39,775
Transfer from customer financing receivable to property, plant and equipment 42,758 0 0
Forward contract to purchase Class A Common Stock (Note 5) 4,183 0 0
Conversion of Series A Redeemable Convertible Preferred Stock to Class A Common Stock 208,551 0 0
Recognition of operating lease right-of-use asset during the year-to-date period 36,402 82,802 12,829
Recognition of financing lease right-of-use asset during the year-to-date period 896 2,210 385
Conversion of 10% convertible promissory notes into Class A common stock 0 0 252,797
Conversion of 10% convertible promissory notes to related party into Class A common stock 0 0 50,800
Accrued interest for notes 0 0 1,298
Adjustment of embedded derivative related to debt extinguishment $ 0 $ 0 $ 24,071
v3.22.4
Consolidated Statements of Cash Flows (Parenthetical) - Convertible promissory notes - Convertible Promissory Notes Interest Rate 10% Due December 2021
Dec. 31, 2021
Interest Rate 10.00%
Affiliated entity  
Interest Rate 10.00%
v3.22.4
Nature of Business, Liquidity and Basis of Presentation
 12 Months Ended
Dec. 31, 2022
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 (“Energy Servers”) for on-site power generation. Our Energy Servers utilize an innovative fuel cell technology and provide efficient energy generation with reduced operating costs and lower greenhouse gas emissions as compared to conventional fossil fuel generation. By generating power where it is consumed, our energy producing systems offer increased electrical reliability and improved energy security, while providing a path to energy independence. The corporate headquarters is located in San Jose, California.
In March 2020 the World Health Organization declared COVID-19 a pandemic. Throughout 2020 and into 2022, many variants of the virus arose. We are still assessing the impact COVID-19 and related variants (together, “COVID-19”) may have on our business, but there can be no assurance that this analysis will enable us to avoid part or all of any impact from the spread of COVID-19 or its consequences. The extent to which the COVID-19 pandemic and global efforts to contain its spread will impact our operations will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of the pandemic and the actions taken to contain or treat the COVID-19 pandemic.
We continue to monitor and adjust as appropriate our operations in response to the COVID-19 pandemic. There have been a number of supply chain disruptions throughout the global supply chain as countries are in various stages of opening up and demand for certain components increases. Although we were able to find alternatives for many component shortages, we experienced some delays and cost increases with respect to container shortages, ocean shipping and air freight.
As a result of the war in Ukraine after invasion by the Russian Federation on February 24, 2022, various nations, including the United States, have instituted economic sanctions and other responsive measures, which have resulted in an increased level of global economic and political uncertainty and overall geopolitical instability. The impacts of sanctions and other measures being imposed have not had a material impact to the consolidated results of operations. However, a significant escalation or expansion of the Ukraine war’s current scope and associated global economic disruption could have a negative effect on our business.
Additionally, supply chain disruptions and logistical challenges due to the war in Ukraine and any indirect effects thereof are expected to further complicate existing supply chain constraints, which could adversely affect profitability. To date, we have not experienced any supply chain disruptions as a result of the war in Ukraine.
Given the evolving nature of the war in Ukraine, and the related sanctions, potential governmental actions, and economic impact, the scope and magnitude of any such potential effects remain uncertain. While we may experience negative impacts on our business, financial condition, and consolidated results of operations, we are unable to estimate the ultimate extent or nature of these impacts at this time.
Seasonal Trends and Economic Incentives
Our business and results of financial operations are not subject to industry-specific seasonal fluctuations. The desirability of our solution can be impacted by the availability and value of various governmental, regulatory and tax-based incentives which may change over time.
Liquidity
We have generally incurred operating losses and negative cash flows from operations since our inception. With the series of new debt offerings, debt extensions and conversions to equity that we completed during 2020 and 2021, we had $285.8 million of total outstanding recourse debt as of December 31, 2022, $273.1 million of which is classified as long-term debt. Our recourse debt scheduled repayments commenced in June 2022.
On October 23, 2021, we entered into a Securities Purchase Agreement (the “SPA”) with SK ecoplant Co., Ltd. (formerly known as SK Engineering and Construction Co., Ltd.) (“SK ecoplant”) in connection with a strategic partnership. Pursuant to the SPA, on December 29, 2021, SK ecoplant purchased 10,000,000 shares of Bloom Energy zero coupon, non-
voting Series A redeemable convertible preferred stock (“RCPS”), par value $0.0001 per share, 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, calculated as a 15% premium to the volume-weighted average closing price of the 20 consecutive trading day period immediately preceding the exercise of the option (see Note 5 - Fair Value). The aggregate purchase price approximates cash proceeds to be received by us of $311.0 million, net of related incremental direct costs of $0.1 million. The closing of this purchase (the “Second Closing Date”) was expected to be the latter of the parties receiving clearance from the U.S. Department of Justice and the Federal Trade Commission of the purchase under the Hart-Scott-Rodino Antitrust Improvements Act of 1974 (the “HSR”), as amended (which was October 7, 2022), and December 6, 2022.
On December 6, 2022, SK ecoplant and Bloom mutually agreed to delay the Second Closing Date until March 31, 2023, unless an earlier date is mutually agreed upon, and subject to and assuming the satisfaction of applicable regulatory clearance. We stipulated that if filing for HSR approval is required, in no event it can be filed later than March 31, 2023.
For more information about the SPA, please see Note 17 - SK ecoplant Strategic Investment, and for more information about our joint venture with SK ecoplant, please see Note 12 - Related Party Transactions.
In November 2021, PPA V, our remaining Power Purchase Agreement (“PPA”) entity, entered into $136.0 million, 3.04% Senior Secured Notes due June 30, 2031, which replaced the LIBOR + 2.5% Term Loan due December 2021.
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 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.
Our future capital requirements will depend on many factors, including our rate of revenue growth, the timing and extent of spending on research and development efforts and other business initiatives, the rate of growth in the volume of system builds and the need for additional manufacturing space, the expansion of sales and marketing activities both in domestic and international markets, market acceptance of our product, our ability to secure financing for customer use of our Energy Servers, the timing of installations, and overall economic conditions including the impact of COVID-19 and inflationary pressure in the US on our ongoing and future operations. The rising interest rate environment in the US has and will continue to adversely impact the cost of new capital deployment.
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 – New and Expanded Production and Tax Credits for Manufacturers and Projects to Support Clean Energy
On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (the “IRA”). The IRA contains provisions which we expect will have a significant impact on the development and financing of clean energy projects in the United States. The IRA includes the extension and expansion of the Investment Tax Credit (“ITC”) and Production Tax Credit (“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 – 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 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 server. As Treasury has not yet issued guidance on several of the provisions that applicable to our business, we continue to assess the impact.
At the time of IRA implementation in August 2022, some of our existing contracts contemplated price adjustments due to changes to ITC rate at the inception of the contracts. 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, due to a change in variable considerations for energy servers placed in service during the eligible periods from such existing contracts.
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 United States (“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 entity (“VIEs”), which we refer to as a tax equity partnership (each such VIE, also referred to as our power purchase agreement PPA Entity) and a joint venture in the Republic of Korea (“Korea JV”). This approach focuses on determining whether we have the power to direct those activities of the PPA Entity and the Korea JV that most significantly affect their economic performance and whether we have the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the PPA Entity and the Korea JV. For all periods presented, we have determined that we are the primary beneficiary in all of our operational PPA Entity and the Korea JV, as discussed in Note 11 - Portfolio Financings and Note 17 - SK ecoplant Strategic Investment, respectively. We evaluate our relationships with the PPA Entity and the Korea JV on an ongoing basis to ensure that we continue to be the primary beneficiary. All intercompany transactions and balances have been eliminated upon consolidation.
The sale of an operating company with a portfolio of PPAs in which we do not have an equity interest is called a “Third-Party PPA.” We have determined that, although these entities are VIEs, we do not have the power to direct those activities of the Third-Party PPAs that most significantly affect their economic performance. We also do not have the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the Third-Party PPAs. Because we are not the primary beneficiary of these activities, we do not consolidate Third-Party PPAs.
Business Combinations
Acquisitions of a business are accounted by using the acquisition method of accounting. Assets acquired and liabilities assumed, including amounts attributed to noncontrolling interests, are recorded at the acquisition date at their fair values. Assigning fair values requires us to make significant estimates and assumptions regarding the fair value of identifiable intangible assets, property, plant and equipment, deferred tax asset valuation allowances and liabilities, such as uncertain tax positions and contingencies. We may refine these estimates if necessary over a period not to exceed one year by taking into consideration new information that, if known at the acquisition date, would have affected the fair values ascribed to the assets acquired and liabilities assumed.
Use of Estimates
The preparation of 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, including material rights estimates, inventory valuation, specifically excess and obsolescence provisions for obsolete or unsellable inventory and, in relation to property, plant and equipment (specifically Energy Servers), assumptions relating to economic useful lives and impairment assessments.
Other accounting estimates include variable consideration relating to product performance guaranties, lease and non-lease components and related financing obligations such as incremental borrowing rates, estimated output, efficiency and residual value of the Energy Servers, product performance warranties and guaranties and extended maintenance, derivative valuations, estimates for recapture of the U.S. Investment Tax Credit (“ITC”) and similar federal tax benefits, estimates relating to contractual indemnities provisions, estimates for income taxes and deferred tax asset valuation allowances, stock-based compensation expense and estimates of fair value of preferred stock and equity and non-equity items in relation to the SK ecoplant strategic investment. 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 for the year ended December 31, 2022 was attributable to operations in the Republic of Korea, and for the years ended December 31, 2021 and 2020 - to operations in the United States. A major portion of our long-lived assets is attributable to operations in the United States for all periods presented. In addition to shipments in the US and the Republic of Korea, we also ship our Energy Servers to other countries, primarily to Japan and India (the markets of the Republic of Korea, Japan and India, collectively referred to as the “Asia Pacific region”). In the years ended December 31, 2022, 2021 and 2020, total revenue in the Asia Pacific region was 44%, 38% and 35%, respectively, of our total revenue.
Credit Risk - At December 31, 2022, and 2021, one customer, accounted for approximately 75% and 60% of accounts receivable, respectively. To date, we have not experienced any credit losses.
Customer Risk - During the year ended December 31, 2022, revenue from two customers accounted for approximately 38% and 37% of our total revenue. During the year ended December 30, 2021, two customers represented approximately 43% and 11% of our total revenue. In the year ended December 31, 2020, revenue from two customers accounted for approximately 34% and 28% of our total revenue.
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Summary of Significant Accounting Policies
 12 Months Ended
Dec. 31, 2022
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 (as defined below). We offer our customers several ways to finance their use of a Bloom Energy Server. Customers, including some of our international channel providers and Third Party PPAs, may choose to purchase our Energy Servers outright. Customers may also enter into contracts with us for the purchase of electricity generated by our Energy Servers (a “Managed Services Agreement”), which is then financed through one of our financing partners (“Managed Services Financings”), or as a traditional lease. Finally, customers may purchase electricity through our PPA Entities (“Portfolio Financings”).
Revenue Recognition under ASC 606 Revenue from Contracts with Customers
In applying Accounting Standards Codification 606, Revenue from Contracts with Customers, revenue is recognized by following a five-step process:
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.
Identify the performance obligations in the contract. Performance obligations are identified in our contracts and primarily include transferring control of an Energy Server, installation of Energy Servers, providing maintenance services and maintenance services renewal options which, in certain situations, provide customers with material rights.
Determine the transaction price. The purchase price stated in an agreed-upon purchase order or contract is generally representative of the transaction price. When determining the transaction price, we consider the effects of any variable consideration, which include performance guarantees that may be payable to our customers.
Allocate the transaction price to the performance obligations in the contract. The transaction price in a contract is allocated based upon the relative standalone selling price of each distinct performance obligation identified in the contract.
Recognize revenue when (or as) we satisfy a performance obligation. We satisfy performance obligations either over time or at a point in time as discussed in further detail below. Revenue is recognized at the time the related performance obligation is satisfied by transferring control of the promised products or services to a customer.
We sometimes combine contracts governing the sale and installation of an Energy Server with the related maintenance services contracts and account for them as a single contract at contract inception to the extent the contracts are with the same customer. These contracts are not combined when the customer for the sale and installation of the Energy Server is different to the maintenance services contract customer. We also assess whether any contract terms including default provisions, put or call options result in components of our contracts being accounted for as financing or leasing transactions outside of the scope of ASC 606.
Most of our contracts contain performance obligations with a combination of our Energy Server product, installation and maintenance services. For these performance obligations, we allocate the total transaction price to each performance obligation based on the relative standalone selling price. Our maintenance services contracts are typically subject to renewal by customers on an annual basis. We assess these maintenance services renewal options at contract inception to determine whether they provide customers with material rights that give rise to separate performance obligations.
The total transaction price is determined based on the total consideration specified in the contract, including variable consideration in the form of a performance guaranty payment that represents potential amounts payable to customers. The expected value method is generally used when estimating variable consideration, which typically reduces the total transaction price due to the nature of the performance obligations to which the variable consideration relates. These estimates reflect our historical experience and current contractual requirements which cap the maximum amount that may be paid. The expected value method requires judgment and considers multiple factors that may vary over time depending upon the unique facts and circumstances related to each performance obligation. Depending on the facts and circumstances, a change in variable consideration estimate will either be accounted for at the contract level or using the portfolio method.
We exclude from the transaction price all taxes assessed by governmental authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers. Accordingly, such tax amounts are not included as a component of net sales or cost of sales. These tax amounts are recorded in cost of electricity revenue, cost of service revenue, and general and administrative operating expenses.
We allocate the transaction price to each distinct performance obligation based on relative standalone selling prices. Given that we typically sell an Energy Server 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 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 the customer obtains control of the Energy Server. For certain instances, control of the installations is transferred to the customer 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 customers for shipping and handling activities are considered contract fulfillment activities and not a separate performance obligation of the contract. Shipping and handling costs are recorded within cost of revenue.
The following is a description of the principal activities from which we generate revenue. Our four revenue streams are classified as follows:
Product Revenue - All of our product revenue is generated from the sale of our Energy Servers to direct purchase customers, including financing partners on Third-Party PPAs and sale-and-leaseback transactions, 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, or when the system is shipped and delivered and is turned on and producing power.
Under our traditional lease financing option, we sell our Energy Servers through a direct sale to a financing partner who, in turn, leases the Energy Servers to the customer under a lease agreement. With our sales to our international channel providers, our international channel providers typically sell the Energy Servers to, or sometimes provide a PPA to, an end customer. In both traditional lease and international channel providers transactions, we contract directly with the end customer to provide extended maintenance services after the end of the standard warranty period. As a result, since the customer that purchases the server is a different and unrelated party to the customer that purchases extended warranty services, the product and maintenance services contract are not combined.
Installation Revenue - Nearly all of our installation revenue relates to the installation of Energy Servers sold to customers as part of a direct purchase and to financing parties as part of a traditional lease or Portfolio Financing. Generally, we recognize installation revenue when the system is physically ready for startup and commissioning, or when the system is turned on and producing power. For instances when control for installation services is transferred over time, we use an input measure of progress to determine the amount of revenue to recognize during each reporting period based on the costs incurred to satisfy the performance obligation.
Payments received from customers are recorded within deferred revenue and customer deposits in the 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 maintenance services agreements. As part of our initial contract with customers for the sale and installation of our Energy Servers, we typically provide a standard one-year warranty which covers defects in materials and workmanship and manufacturing or performance conditions under normal use and service for the first year following commencement of operations. As part of this standard first-year warranty, we also monitor the operations of the underlying systems and provide output and efficiency guaranties. We have determined that this standard first-year warranty is a distinct performance obligation - being a promise to stand-ready to maintain the Energy Servers when and if required during the first year following installation. We also sell to our customers extended annual maintenance services that effectively extend the standard first-year warranty coverage at the customer’s option. These customers generally have an option to renew or cancel the extended maintenance services on an annual basis and nearly every customer has renewed historically. Similar to the standard first-year warranty, the optional extended annual maintenance services are considered a distinct performance obligation – being a promise to stand-ready to maintain the Energy Servers when and if required during the renewal service year.
Given our customers’ renewal history, we anticipate that most of them will continue to renew their maintenance services agreements each year for the period of their expected use of the Energy Server. The contractual renewal price may be less than the standalone selling price of the maintenance services and consequently the contract renewal option may provide the customer with a material right. We estimate the standalone selling price for customer renewal options that give rise to material rights using the practical alternative by reference to optional maintenance services renewal periods expected to be provided and the corresponding expected consideration for these services. This reflects the fact that our additional performance obligations in any contractual renewal period are consistent with the services provided under the standard first-year warranty. Where we have determined that a customer has a material right as a result of their contract renewal option, we recognize that portion of the transaction price allocated to the material right over the period in which such rights are exercised.
Payments from customers for the extended maintenance contracts are generally received at the beginning of each service year. Accordingly, the customer payment received is recorded as a customer deposit and revenue is recognized over the related service period as the services are performed.
Electricity Revenue - We sell electricity produced by our Energy Servers owned directly by us or by our consolidated PPA Entities. Our PPA Entities purchase Energy Servers from us and sell electricity produced by these systems to customers through long-term PPAs. Customers are required to purchase all of the electricity produced by those Energy Servers at agreed-upon rates over the course of the PPAs’ contractual term.
In addition, in certain Managed Services Financings pursuant to which we are party to a Managed Services Agreement with a customer in a sale-leaseback-sublease arrangement, we may recognize electricity revenue. We first determine whether the Energy Servers under the sale-leaseback arrangement of a Managed Services Financing were “integral equipment.” As the Energy Servers were determined not to be integral equipment, we determine if the leaseback was classified as a financing lease or an operating lease.
We adopted ASC 842, Leases (“ASC 842”), with effect from January 1, 2020. Managed Services Financings entered prior to June 30, 2021, were accounted as failed sale-and-leaseback transactions because some financing agreements included repurchase option which prevented the transfer of control of the systems to the financier. Additionally, some of our leaseback agreements with financiers did not meet the criteria of operating leases that resulted in failed sale-and-leaseback transactions. We also determined that the sub-lease arrangements under the Managed Services Agreements with the customer are not within the scope of ASC 842 because the customer does not have the right to control the use of the underlying assets (i.e., the Energy Servers). Accordingly, such agreements are accounted for under ASC 606. Under ASC 606, we recognize customer payments for electricity as electricity revenue.
The transition guidance associated with ASC 842 also permitted certain practical expedients. We elected the practical expedient, which allowed us to carryforward certain aspects of our historical lease accounting under ASC 840 for leases that commenced before the effective date, including not to reassess (i) whether any expired or existing contracts are or contain leases, (ii) lease classification for any expired or existing leases, and (iii) initial direct costs for any existing leases. We also elected the practical expedient to not separate non-lease and lease components and instead account for them as a single lease component for all classes of underlying assets. Lastly, for all classes of underlying assets, we elected to adopt an accounting policy for which we will not record on our consolidated balance sheets leases whose terms are 12 months or less. Instead, these lease payments are recognized in profit or loss on a straight-line basis over the lease term.
During the second half of fiscal 2021 and 2022, we completed several successful sale-and-lease back 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 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. 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 a lease liability for the Energy Server leaseback obligation based on the present value of the future payments to the financier that are attributed to the Energy Server leaseback using our incremental borrowing rate. We also record a right-of-use asset, which is amortized over the term of the leaseback, and is included as a cost of electricity revenue on the consolidated statements of operations.
For certain sale-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 a financing obligation.
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 Third-Party PPAs, international channel providers and traditional lease customers. It includes costs paid to our materials suppliers, direct labor, manufacturing and other overhead costs, shipping costs, provisions for excess and obsolete inventory and the depreciation costs of our equipment. For Energy Servers sold to customers pending installation, we provide warranty reserves as a part of product costs for the period from transfer of control of Energy Servers to commencement of operations.
Cost of Installation Revenue - Cost of installation revenue primarily consists of the costs to install our Energy Servers that we sell to direct purchase, including financing partners on Third-Party PPAs and traditional lease customers. It includes cost of materials and service providers, personnel costs, shipping costs and allocated costs.
Cost of Service Revenue - Cost of service revenue consists of costs incurred under maintenance service contracts for all customers. It includes personnel costs for our customer support organization, certain allocated costs, and extended maintenance-related product repair and replacement costs.
Cost of Electricity Revenue - Cost of electricity revenue primarily consists of the depreciation of the cost of the Energy Servers owned by us or the consolidated PPA Entities. The cost of electricity revenue is generally recognized over the term of the Managed Services Agreement or customer’s PPA contract.
Revenue Recognized from Portfolio Financings Through PPA Entities (See Note 11 - Portfolio Financings)
In 2010, we began selling our Energy Servers to tax equity partnerships in which we held an equity interest as a managing member, or a PPA Entity. 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 June 2022 and November 2022, we completed the repowering of PPA IIIa and PPA IV, respectively. Please refer to Note 11 - Portfolio Financings for details.
Sales-type Leases - Certain Portfolio Financings with PPA Entities entered into prior to our adoption of ASC 842 qualified as sales-type leases in accordance with ASC 840. The classification for such arrangements were carried over and accounted for as sales-type leases under ASC 842.
As the Portfolio Financings through PPA Entities entered into prior to our adoption of ASC 842 contain a lease, the consideration received is allocated between the lease elements (lease of property and related executory costs) and non-lease elements (other products and services, excluding any derivatives) based on relative fair value. Lease elements include the leased system and the related executory costs (i.e. installation of the system, electricity generated by the system, maintenance costs). Non-lease elements include service, fuel and interest related to the leased systems.
Service revenue is recognized over the term of the PPA as electricity is generated. For those transactions that contain a lease, the interest component related to the leased system is recognized as interest revenue over the life of the lease term. The customer has the option to purchase the Energy Servers at the then fair market value at the end of the PPA contract term.
Service revenue related to sales-type leases of $0.4 million, $2.3 million and $2.3 million for the years ended December 31, 2022, 2021 and 2020, respectively, is included in service revenue in the consolidated statements of operations. We have not entered into any new Portfolio Financing arrangements through PPA Entities during the last three years.
Operating Leases - Certain Portfolio Financings with PPA Entities entered into prior to the adoption of ASC 842 that were deemed leases in substance but did not meet the criteria of sales-type leases or direct financing leases in accordance with ASC 840, were accounted for as operating leases. The classification for such arrangements were carried over and accounted for as operating leases under ASC 842. Revenue under these arrangements is recognized as electricity sales and service revenue and is provided to the customer at rates specified under the PPAs. During the years ended December 31, 2022, 2021 and 2020, revenue from electricity sales from these Portfolio Financings with PPA Entities amounted to $25.9 million, $28.6 million and $27.7 million, respectively. During the years ended December 31, 2022, 2021 and 2020, service revenue amounted to $13.1 million, $14.6 million, and $13.8 million, respectively.
Investment Tax Credits - Through December 31, 2016, our Energy Servers were eligible for federal ITCs that accrued to eligible property under Internal Revenue Code Section 48. Under our Portfolio Financings with PPA Entities, ITCs are primarily passed through to Equity Investors with approximately 1% to 10% of incentives received by us. These incentives are accounted for by using the flow-through method. On February 9, 2018, the U.S. Congress passed legislation to extend the federal ITCs for fuel cell systems applicable retroactively to January 1, 2017. On December 21, 2020, the U.S. Congress passed legislation to extend the federal ITCs at a rate of 26% for a further two years.
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, 2022 and 2021.
On August 7, 2022, the U.S. Senate passed the IRA under the fiscal year 2022 budget reconciliation instructions. On August 16, 2022, the IRA was signed into law. This new bill became the U.S. federal government’s largest-ever investment to fight climate change. The IRA includes numerous investments in climate protection, among them the extension and expansion of the ITC and the Production Tax Credit, 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 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 credit for the production of hydrogen and carbon capture. By implementing the IRA, the government aims to make an impact on energy markets so that cleaner options are more affordable to consumers.
On August 16, 2022, the IRA enacted provisions to enable our Energy Servers being 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 Investment Tax Credit
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 PPA Entities and pursuant to Third-Party PPAs, in each case pursuant to a Portfolio Financing, 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 Agreements 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 Server operates 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 Server. 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 generally 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, 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.
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.
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 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 expense is recorded in the consolidated statements of operations based on the employees’ respective function. 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 10 - 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 Class A and Class B common stockholders, unrealized loss on available-for-sale securities, 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 Measurements and Disclosures (“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 2Inputs 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. Financial liabilities utilizing Level 2 inputs are represented by SK ecoplant option to acquire a variable number of shares of Class A common stock and its valuation is performed with the help of a Monte Carlo simulation model using a stochastic volatility parameter, which is calibrated and considers the observable implied volatility, the stock price of our Class A Common Stock and market interest rates.
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, Third Party PPA 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 income (loss) on the consolidated balance sheets. 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.
Customer Financing Receivables - The contractual terms of our customer financing receivables are primarily contained within the PPA Entities’ customer lease agreements. Leases entered into prior to our adoption of ASC 842 carried over their classification as either operating or sales-type leases in accordance with the relevant accounting guidelines. Customer financing receivables were generated by Energy Servers leased to PPA Entities’ customers in leasing arrangements that qualified and continue to be accounted for as sales-type leases. Customer financing receivables for such arrangements represent the gross minimum lease payments to be received from customers and the system’s estimated residual value, net of unearned income and allowance for estimated losses. Initial direct costs for such sales-type leases continued to be recognized as cost of revenue when the Energy Servers were placed in service.
We record a reserve for credit losses related to the collectability of customer financing receivables using the historical aging of the customer receivable balance. The collectability is determined based on past events, including historical experience, customer credit rating, as well as current market conditions. We monitor customer ratings and collectability on an on-going basis. Account balances are charged off against the credit loss reserve, when needed, after all means of collection have been exhausted and the potential for recovery is considered remote.
With the PPA IIIa repowering of energy servers in June 2022 (refer to Note 11 - Portfolio Financings) customer financing receivables were reclassified to property, plant and equipment, net, impaired and written off.
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 the 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 to is sold or otherwise disposed.
Property, Plant and Equipment - Property, plant and equipment, including leasehold improvements, are stated at cost less accumulated depreciation. 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, 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 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 year ended December 31, 2022, amounted to $44.8 million and $64.0 million related to the PPA IIIa Upgrade and PPA IV Upgrade, respectively (see Note 11 - Portfolio Financings). We did not have impairment charges for the year ended December 31, 2021 and 2020.
Redeemable Convertible Preferred Stock - We issued RCPS on December 29, 2021 that was recorded as mezzanine equity on our consolidated balance sheets because there are certain redemption provisions upon liquidation, dissolution, or deemed liquidation events (which include a change in control and the sale or other disposition of all or substantially all of our assets), which are considered contingent redemption provisions that are not solely within our control. We recorded the RCPS at fair value upon issuance, net of any issuance costs. On November 8, 2022, each share of Series A Preferred Stock was converted into 10,000,000 shares of Class A common stock. For additional information, see Note 17 - SK ecoplant Strategic Investment.
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.
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.
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. 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 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 in our consolidated statements of operations.
The reporting currency for these consolidated financial statements is U.S. dollar.
Accounting Guidance Not Yet Adopted
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, Revenue from Contracts with Customers, as if it had originated the contracts. This approach differs from the current requirement to measure contract assets and contract liabilities acquired in a business combination at fair value. ASU 2021-08 is 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.
v3.22.4
Revenue Recognition
 12 Months Ended
Dec. 31, 2022
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,
 20222021
Accounts receivable$250,995 $87,788 
Contract assets46,727 25,201 
Customer deposits121,085 64,809 
Deferred revenue 94,355 115,476 
Contract assets relate to contracts for which revenue is recognized upon transfer of control of performance obligations, however billing milestones have not been reached. Customer deposits and deferred revenue are payments received from customers or invoiced amounts prior to transfer of controls of performance obligations. Customer deposits include $24.6 million related to transactions with SK ecoplant and refundable fees received from customers.
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 sheet 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 sheet 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,
20222021
Beginning balance$25,201 $3,327 
Transferred to accounts receivable from contract assets recognized at the beginning of the period(20,250)(1,198)
Revenue recognized and not billed as of the end of the period41,776 23,072 
Ending balance$46,727 $25,201 
Deferred Revenue
Deferred revenue activity, including deferred incentive revenue activity, during the years ended December 31, 2022 and 2021 consisted of the following (in thousands):
Years Ended
December 31,
20222021
Beginning balance$115,476 $135,578 
Additions1,001,404 916,604 
Revenue recognized(1,022,525)(936,706)
Ending balance$94,355 $115,476 
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 significant 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 will be largely commensurate with the period of their expected use of the associated Energy Server. 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 12-month period mainly due to deployment schedules.
We do not disclose the value of the unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.
Disaggregated Revenue
We disaggregate revenue from contracts with customers into four revenue categories: product, installation, services and electricity (in thousands):
Years Ended
December 31,
202220212020
Revenue from contracts with customers:
Product revenue$880,664 $663,512 $518,633 
Installation revenue92,120 96,059 101,887 
Services revenue150,954 144,184 109,633 
Electricity revenue11,608 3,103 1,071 
Total revenue from contract with customers1,135,346 906,858 731,224 
Revenue from contracts that contain leases:
Electricity revenue63,779 65,318 63,023 
Total revenue$1,199,125 $972,176 $794,247 
v3.22.4
Financial Instruments
 12 Months Ended
Dec. 31, 2022
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,
 20222021
As Held:
Cash$226,463 $318,080 
Money market funds291,903 297,034 
$518,366 $615,114 
As Reported:
Cash and cash equivalents$348,498 $396,035 
Restricted cash169,868 219,079 
$518,366 $615,114 

Restricted cash consisted of the following (in thousands):
December 31,
 20222021
Current:  
Restricted cash$50,965 $89,462 
Restricted cash related to PPA Entities1
550 3,078 
51,515 92,540 
Non-current:
Restricted cash110,353 103,300 
Restricted cash related to PPA Entities1
8,000 23,239 
118,353 126,539 
$169,868 $219,079 

1 We have VIEs related to PPAs that represent a portion of the consolidated balances recorded within the “restricted cash” and other financial statement line items in the consolidated balance sheets (see Note 11 - Portfolio Financings). In addition, the restricted cash held in the PPA II and PPA IIIb entities as of December 31, 2022, includes $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. The restricted cash held in the PPA II and PPA IIIb entities as of December 31, 2021, includes $41.7 million and $1.2 million of current restricted cash, respectively, and $57.7 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 our designated financial institution. These transactions are accounted for as sales and cash proceeds are included in cash used in operating activities. We derecognized $283.3 million and $116.3 million of accounts receivable during the years ended December 31, 2022 and 2021, respectively. The cost of factoring such accounts receivable on our consolidated statements of operations for the year ended December 31, 2022 was $4.0 million. 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.
v3.22.4
Fair Value
 12 Months Ended
Dec. 31, 2022
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, 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 

 Fair Value Measured at Reporting Date Using
December 31, 2021Level 1Level 2Level 3Total
Assets
Cash equivalents:
Money market funds$297,034 $— $— $297,034 
$297,034 $— $— $297,034 
Liabilities
Derivatives:
Option to acquire a variable number of shares of Class A Common Stock$— $13,200 $— $13,200 
Embedded EPP derivatives— — 6,461 $6,461 
$— $13,200 $6,461 $19,661 
Money Market Funds - Money market funds are valued using quoted market prices for identical securities and are therefore classified as Level 1 financial assets.
Option to Acquire a Variable Number of Shares of Class A Common Stock - We estimated the fair value of SK ecoplant’s option to acquire a variable number of shares of Class A common stock (the “Option”) using a Monte Carlo simulation model using a stochastic volatility parameter, which is calibrated and considers the observable implied volatility, the stock price of our Class A Common Stock and market interest rates. As the fair value is determined based on observable inputs, the Option to acquire a variable number of shares of Class A common stock is classified as a Level 2 financial liability. The fair value of the Option was reflected in accrued expenses and other current liabilities in our consolidated balance sheet as of December 31, 2021.
SK ecoplant Notice to Exercise the Option to Acquire a Variable Number of Shares of 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), and it elected to purchase
13,491,701 shares at a purchase price of $23.05 per share. Upon receipt of SK ecoplant’s notice the Option was no longer accounted for as liability. Please refer to Note 17 - SK ecoplant Strategic Investment for details.
Natural Gas Fixed Price Forward Contracts - Our natural gas fixed price forward contracts were valued using a combination of factors including the counterparty’s credit rating and estimates of future natural gas prices. The leveling of each financial instrument is reassessed at the end of each period and is based on pricing information received from third-party pricing sources. As of December 31, 2021, our remaining natural gas fixed price forward contracts had no fair value. In March 2022, these contracts expired. As of December 31, 2022, we did not have any natural gas fixed price forward contracts.
The following table provides the number and fair value of our natural gas fixed price forward contracts (in thousands):
 December 31, 2022December 31, 2021
 
Number of
Contracts
(MMBTU)²
Fair
Value		Number of
Contracts
(MMBTU)²		Fair
Value
   
Liabilities¹:
Natural gas fixed price forward contracts (not under hedging relationships)— $— 88 $— 
¹ Recorded in current liabilities and derivative liabilities in the consolidated balance sheets.
² One MMBTU is a traditional unit of energy used to describe the heat value (energy content) of fuels.
For the years ended December 31, 2022, 2021 and 2020, we recognized no unrealized gain/loss, an unrealized gain of $1.1 million and an unrealized loss of $0.1 million, respectively. We realized no gain/loss, gains of $1.5 million, and gains of $4.5 million for the years ended December 31, 2022, 2021 and 2020, respectively, on the settlement of these contracts in cost of revenue on our consolidated statements of operations.
Embedded Escalation Protection Plan Derivative Liability in Sales Contracts - We estimate the fair value of the embedded EPP derivatives in certain sales contracts using a Monte Carlo simulation model, which considers various potential electricity price curves over the sales contracts’ terms. We use historical grid prices and available forecasts of future electricity prices to estimate future electricity prices. We have classified these derivatives as a Level 3 financial liability.
For the years ended December 31, 2022, 2021 and 2020 we recorded the fair value of the embedded EPP derivatives with no material unrealized gains or losses recorded in either of the three years ended December 31, 2022, 2021 and 2020 in our consolidated statements of operations.
Natural
Gas
Fixed Price
Forward
Contracts		Embedded EPP Derivative LiabilityTotal
Liabilities at December 31, 2020$2,574 $5,542 $8,116 
Changes in fair value(2,574)919 (1,655)
Liabilities at December 31, 2021— 6,461 6,461 
Changes in fair value— (566)(566)
Liabilities at December 31, 2022
$— $5,895 $5,895 
To estimate the liabilities related to the EPP contracts an option pricing method was implemented through a Monte Carlo simulation. The unobservable inputs were simulated based on the available values for avoided cost and cost of electricity as calculated for December 31, 2022 and 2021, using an expected growth rate of 7% and 7% over the contracts’ life and volatility of 15% and 20%, respectively. The estimated growth rate and volatility were estimated based on the historical tariff changes for the period 2008 to 2022. 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 of the 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 above derivatives if they were adjusted. Generally, an increase in natural gas prices and a decrease in electric grid prices would each result in an increase in the estimated fair value of our derivative liabilities.
Financial Assets and Liabilities and Other Items Not Measured at Fair Value on a Recurring Basis
Customer Receivables and Debt Instruments - The fair value for customer financing receivables is based on a discounted cash flow model, whereby the fair value approximates the present value of the receivables (Level 3). The senior secured notes, term loans and convertible notes are based on rates currently offered for instruments with similar maturities and terms (Level 3). The following table presents the estimated fair values and carrying values of customer receivables and debt instruments (in thousands):
 December 31, 2022December 31, 2021
 Net Carrying
Value		Fair ValueNet Carrying
Value		Fair Value
   
 Customer receivables
Customer financing receivables$— $— $45,269 $38,334 
Debt instruments
Recourse:
10.25% Senior Secured Notes due March 2027
60,960 60,472 68,968 72,573 
2.5% Green Convertible Senior Notes due August 2025
224,832 309,488 222,863 356,822 
Non-recourse:
7.5% Term Loan due September 2028
— — 29,006 35,669 
6.07% Senior Secured Notes due March 2030
— — 73,262 83,251 
3.04% Senior Secured Notes due June 2031
125,787 117,028 132,631 137,983 
v3.22.4
Balance Sheet Components
 12 Months Ended
Dec. 31, 2022
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,
 20222021
Raw materials$165,446 $80,809 
Work-in-progress44,660 31,893 
Finished goods58,288 30,668 
$268,394 $143,370 
The inventory reserves were $17.2 million and $13.9 million as of December 31, 2022 and 2021, respectively.
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consist of the following (in thousands):
December 31,
 20222021
   
Receivables from employees$6,553 $5,463 
Prepaid workers compensation5,536 5,330 
Prepaid Managed Services4,405 2,480 
Prepaid hardware and software maintenance4,290 3,494 
Tax receivables3,676 1,518 
Deposits made1,409 817 
Prepaid deferred commissions1,002 724 
Other prepaid expenses and other current assets16,772 10,835 
$43,643 $30,661 
Property, Plant and Equipment, Net
Property, plant and equipment, net, consists of the following (in thousands):
December 31,
 20222021
   
Energy Servers$538,912 $674,799 
Machinery and equipment145,555 110,600 
Leasehold improvements104,528 52,936 
Construction-in-progress72,174 43,544 
Buildings49,240 48,934 
Computers, software and hardware24,608 21,276 
Furniture and fixtures9,581 8,607 
944,598 960,696 
Less: accumulated depreciation(344,184)(356,590)
$600,414 $604,106 
Depreciation expense related to property, plant and equipment was $61.6 million, $53.4 million and $52.2 million for the years ended December 31, 2022, 2021 and 2020, respectively.
Property, plant and equipment under operating leases by the PPA Entities was $226.0 million and $368.0 million and accumulated depreciation for these assets was $92.7 million and $139.4 million as of December 31, 2022 and 2021, respectively. Depreciation expense for these assets was $12.1 million, $23.5 million and $23.8 million for the years ended December 31, 2022, 2021 and 2020, respectively.

PPA IIIa Upgrade
In June 2022, we started a project to replace 9.8 megawatts of second-generation Energy Servers (the “old Energy Servers”) at PPA IIIa Investment Company and Operating Company (“PPA IIIa”) with current generation Energy Servers (the “new Energy Servers”) (the “PPA IIIa Upgrade”, the “PPA IIIa Repowering”). The replacement was substantially complete as of December 31, 2022. See Note 11 - Portfolio Financings for additional information.
PPA IV Upgrade
In November 2022, we started a project to replace 19.3 megawatts of second-generation Energy Servers (the “old Energy Servers”) at PPA IV Investment Company and Operating Company (“PPA IV”) with current generation Energy Servers (the “new Energy Servers”) (the “PPA IV Upgrade”, the “PPA IV Repowering”). The replacement was ongoing as of December 31, 2022. See Note 11 - Portfolio Financings for additional information.
Change in Estimate
In June 2022 and November 2022, due to the replacement of old Energy Servers as part of the PPA IIIa and PPA IV Repowering, respectively, we revised the expected useful life of the old Energy Servers. As a result, the expected useful life of old Energy Servers decreased from 15 years to approximately 0.5 years. We recognized accelerated depreciation of $0.5 million in electricity cost of revenue on the revised carrying amount of the old Energy Servers after impairment loss in our consolidated statements of operations. There is no effect from this change in accounting estimate on future periods.
Other Long-Term Assets
Other long-term assets consist of the following (in thousands):
December 31,
20222021
   
Deferred commissions$8,320 $7,569 
Long-term lease receivable8,076 7,953 
Prepaid insurance4,047 9,534 
Deposits made2,672 1,923 
Prepaid Managed Services2,373 3,010 
Deferred tax asset1,151 955 
Investments in subsidiaries— 1,819 
Prepaid and other long-term assets13,566 8,310 
$40,205 $41,073 
Accrued Warranty
Accrued warranty liabilities consist of the following (in thousands):
December 31,
 20222021
   
Product performance$16,901 $10,785 
Product warranty431 961 
$17,332 $11,746 
Changes in the product warranty and product performance liabilities were as follows (in thousands):
Balances at December 31, 2020$10,154 
Accrued warranty, net 11,049 
Warranty expenditures during the year(9,457)
Balances at December 31, 2021$11,746 
Accrued warranty, net17,719 
Warranty expenditures during the year(12,133)
Balances at December 31, 2022$17,332 
Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consist of the following (in thousands):
December 31,
 20222021
   
Compensation and benefits$48,156 $38,222 
General invoice and purchase order accruals44,010 23,706 
Delaware grant9,495 — 
Accrued installation7,905 13,968 
Sales-related liabilities7,147 6,040 
Sales tax liabilities6,172 1,491 
PPA IV Upgrade financing obligations6,076 — 
Accrued legal expenses4,403 1,765 
Interest payable3,128 2,159 
Current portion of derivative liabilities2,596 6,059 
Accrued consulting expenses1,390 1,731 
Provision for income tax1,140 479 
Finance lease liability1,024 863 
Option to acquire a variable number of shares of Class A Common Stock— 13,200 
Other1,541 4,455 
$144,183 $114,138 
Preferred Stock
As of December 31, 2022 and December 31, 2021, we had 20,000,000 shares and 10,000,000 shares of preferred stock authorized, respectively, of which 10,000,000 shares were designated as Series A redeemable convertible preferred stock. The preferred stock had $0.0001 par value. There were no shares of preferred stock issued or outstanding as of December 31, 2022 and, other than the Series A redeemable convertible preferred stock, as of December 31, 2021.
v3.22.4
Outstanding Loans and Security Agreements
 12 Months Ended
Dec. 31, 2022
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, 2022 (in thousands, except percentage data):
 Unpaid
Principal
Balance		Net Carrying ValueInterest
Rate		Maturity DatesEntityRecourse
 CurrentLong-
Term		Total
10.25% Senior Secured Notes due March 2027
$61,653 $12,716 $48,244 $60,960 10.25%March 2027CompanyYes
2.5% Green Convertible Senior Notes due August 2025
230,000 — 224,832 224,832 2.5%August 2025CompanyYes
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 VNo
Total non-recourse debt127,430 13,307 112,480 125,787 
Total debt$419,083 $26,023 $385,556 $411,579 

The following is a summary of our debt as of December 31, 2021 (in thousands, except percentage data):
 Unpaid
Principal
Balance		Net Carrying ValueInterest
Rate		Maturity DatesEntityRecourse
 CurrentLong-
Term		Total
10.25% Senior Secured Notes due March 2027
$70,000 $8,348 $60,620 $68,968 10.25%March 2027CompanyYes
2.5% Green Convertible Senior Notes due August 2025
230,000 — 222,863 222,863 2.5%August 2025CompanyYes
Total recourse debt300,000 8,348 283,483 291,831 
3.04% Senior Secured Notes due June 30, 2031
134,644 9,376 123,255 132,631 3.04%June 2031PPA VNo
7.5% Term Loan due September 2028
31,070 3,436 25,570 29,006 7.5%September 
2028		PPA IIIaNo
6.07% Senior Secured Notes due March 2030
73,955 4,671 68,591 73,262 6.07%March 2030PPA IVNo
Total non-recourse debt239,669 17,483 217,416 234,899 
Total debt$539,669 $25,831 $500,899 $526,730 

Recourse debt refers to debt that we have an obligation to pay. Non-recourse debt refers to debt that is recourse to only our subsidiaries. The differences between the unpaid principal balances and the net carrying values apply to deferred financing costs. We and all of our subsidiaries were in compliance with all financial covenants as of December 31, 2022 and December 31, 2021.
Recourse Debt Facilities
10.25% Senior Secured Notes due March 2027 - On May 1, 2020, we issued $70.0 million of 10.25% Senior Secured Notes in a private placement (the “10.25% Senior Secured Notes”). The 10.25% Senior Secured Notes are governed by an indenture (the “Senior Secured Notes Indenture”) entered into among us, the guarantor party thereto and U.S. Bank National Association, in its capacity as trustee and collateral agent. The 10.25% Senior Secured Notes are secured by certain of our operations and maintenance agreements that previously were part of the security for the 6% Convertible Notes. The 10.25% Senior Secured Notes are supported by a $150.0 million indenture between us and U.S. Bank National Association, which contained an accordion feature for an additional $80.0 million of notes that could 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 is payable quarterly, commencing June 30, 2020. The 10.25% Senior Secured Notes Indenture contains customary events of default and covenants relating to, among other things, the incurrence of new debt, affiliate transactions, liens and restricted payments. Commencing on March 27, 2022, we may redeem all of the 10.25% Senior Secured Notes at a price equal to 108% of the principal amount of the 10.25% Senior Secured Notes plus
accrued and unpaid interest, with such optional redemption prices decreasing to 104% on and after March 27, 2023, 102% on and after March 27, 2024 and 100% on and after March 27, 2026. If we experience a change of control, we must offer to purchase for cash all or any part of each holder’s 10.25% Senior Secured Notes at a purchase price equal to 101% of the principal amount of the 10.25% Senior Secured Notes, plus accrued and unpaid interest. The non-current balance of the outstanding unpaid principal of the 10.25% Senior Secured Notes was $48.9 million and $61.7 million as of December 31, 2022 and 2021, respectively. The current balance of the outstanding unpaid principal of the 10.25% Senior Secured Notes was $12.7 million and $8.3 million as of December 31, 2022 and 2021, respectively.
2.5% Green Convertible Senior Notes due August 2025 - In August 2020, we issued $230.0 million aggregate principal amount of our 2.5% Green Convertible Senior Notes due August 2025 (the “Green Notes”), unless earlier repurchased, redeemed or converted. The principal amount of the Green Notes is $230.0 million, less initial purchaser’s discount of $6.9 million and other issuance costs of $3.0 million resulting in net proceeds of $220.1 million.
The Green Notes are senior, unsecured obligations accruing interest at a rate of 2.5% per annum, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2021.
We may not redeem the Green Notes prior to August 21, 2023. We may elect to redeem, at face value, all or any portion of the Green Notes at any time on or after August 21, 2023 and on or before the twenty-sixth trading day immediately before the maturity date, provided certain conditions are met.
Before May 15, 2025, the noteholders have the right to convert their Green Notes only upon the occurrence of certain events, including a conversion upon satisfaction of a condition relating to the closing price of our common stock (the “Closing Price Condition”). If the Closing Price Condition is met on at least 20 of the last 30 consecutive trading days in any quarter, the noteholders may convert their Green Notes at any time during the immediately following quarter. The Closing Price Condition was met during the three months ended September 30, 2022 and accordingly, the noteholders could convert their Green Notes at any time during the quarter ended December 31, 2022, but they did not elect to do so. From and after May 15, 2025, the noteholders may convert their Green Notes at any time at their election until the close of business on the second trading day immediately before the maturity date. Should the noteholders elect to convert their Green Notes, we may elect to settle the conversion by paying or delivering, as applicable, cash, shares of our Class A common stock or a combination thereof.
The initial conversion rate is 61.6808 shares of Class A common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $16.21 per share of Class A common stock. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” as defined occur, the conversion rate will, in certain circumstances, be increased for a specified period of time.
We adopted ASU 2020-06 as of January 1, 2021 using the modified retrospective transition method. Upon adoption, we combined the previously separated equity component of the Green Notes with the liability component, which is now together classified as debt, thereby eliminating the subsequent amortization of the debt discount as interest expense. Similarly, the portion of issuance costs previously allocated to equity was reclassified to debt and amortized as interest expense. Accordingly, we recorded a net decrease to accumulated deficit of $5.3 million, a decrease to additional paid-in capital of $126.8 million, and an increase to recourse debt, non-current, of approximately $121.5 million upon adoption as of January 1, 2021.
Interest on the Green Notes for the years ended December 31, 2022, 2021 and 2020 was $7.7 million, $7.7 million and $2.9 million, respectively, including amortization of issuance costs of $2.0 million, $2.0 million and $0.8 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 note bears 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 existing 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 requires us to maintain a debt service reserve, the balance of which was $8.0 million and $8.0 million as of December 31, 2022 and 2021, respectively, which was included as part of long-term restricted cash in the consolidated balance sheets. The loan is secured by all assets of PPA V.
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.
Repayment Schedule and Interest Expense
The following table presents details of our outstanding loan principal repayment schedule as of December 31, 2022 (in thousands):
2023$26,023 
202425,428 
2025258,061 
202630,641 
202717,772 
Thereafter61,158 
$419,083 
Interest expense of $53.5 million, $69.0 million and $78.8 million for the years ended December 31, 2022, 2021 and 2020, respectively, was recorded in interest expense on the consolidated statements of operations. This interest expense includes interest expense - related parties of $2.5 million for the year ended December 31, 2020. We did not incur any interest expense - related parties during the years ended December 31, 2022
v3.22.4
Derivative Financial Instruments
 12 Months Ended
Dec. 31, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivative Financial Instruments Derivative Financial Instruments
Option to Acquire a Variable Number of Shares of Class A Common Stock
In December 2021, we provided SK ecoplant with an option to acquire a variable number of shares of Class A common stock (the “Option”). We concluded that the Option is a freestanding financial instrument that should be 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. We revalued the Option to its fair value of $13.2 million as of December 31, 2021.
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), and it elected to purchase 13,491,701 shares at a purchase price of $23.05 per share. Please refer to Note 17 - SK ecoplant Strategic Investment for more detail of this transaction.
Cash Flow Hedges

As of December 31, 2021, we had settled our interest rate swaps, which had been designated as cash flow hedges. There were no cash flow hedges as of December 31, 2022. The changes in fair value of the interest rate swaps designated as cash flow hedges and the amounts recognized in accumulated other comprehensive loss and in earnings were as follows during the year ended December 31, 2021 (in thousands):
Year Ended December 31,
 2021
Beginning balance$15,989 
Gain recognized in other comprehensive loss(2,714)
Amounts reclassified from other comprehensive loss to earnings(12,529)
Net gain recognized in other comprehensive loss(15,243)
Gain recognized in earnings(746)
Ending balance$— 
Embedded EPP Derivatives in Sales Contracts
We estimate the fair value of the embedded EPP derivatives in certain of the contracts with our customers using a Monte Carlo simulation model, which considers various potential electricity price forward curves over the sales contracts’ terms. We use historical grid prices and available forecasts of future electricity prices 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.
For the years ended December 31, 2022, 2021 and 2020 we recorded the fair value of the embedded EPP derivatives with no material unrealized gains or losses recorded in either of the three years ended December 31, 2022, 2021 and 2020 in our consolidated statements of operations. The fair value of these derivatives was $5.9 million and $6.5 million as of December 31, 2022 and 2021, respectively
v3.22.4
Leases
 12 Months Ended
Dec. 31, 2022
Leases [Abstract]  
Leases Leases
Facilities, Energy Servers, and Vehicles
We lease most of our facilities, Energy Servers, and vehicles under operating and finance leases that expire at various dates through February 2036. We lease various manufacturing facilities in California and Delaware. Our Sunnyvale, California manufacturing facility lease was entered into in April 2005 and expires in December 2023. In June 2020, March 2021 and June 2022, we signed leases in Fremont, California that will expire in 2027, 2036 and 2028, respectively, to replace our manufacturing facilities in Sunnyvale and Mountain View, California. These existing plants in California together comprise approximately 421,000 square feet of space. In 2021, we extended the lease term for our headquarters in San Jose, California to 2031 and leased three additional floors. We lease additional office space as field offices in the United States and around the world including in China, India, Japan, the Republic of Korea and Taiwan.
Some of these arrangements have free rent periods or escalating rent payment provisions. We recognize lease cost under such arrangements on a straight-line basis over the life of the leases. For the years ended December 31, 2022, 2021 and 2020, rent expense for all occupied facilities was $21.4 million, $16.0 million and $9.9 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, 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. In computing our lease liabilities, we use the incremental borrowing rate based on the information available on the commencement date using an estimate of company-specific rate in the United States 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 for facilities, Energy Servers, and vehicles as of December 31, 2022 and 2021 were as follows (in thousands):
Years Ended
December 31,
20222021
Operating Leases:
Operating lease right-of-use assets, net 1, 2
$126,955 $106,660 
Current operating lease liabilities(16,227)(13,101)
Non-current operating lease liabilities(132,363)(106,187)
Total operating lease liabilities$(148,590)$(119,288)
Finance Leases:
Finance lease right-of-use assets, net 2, 3, 4
$2,824 $2,944 
Current finance lease liabilities 5
(1,024)(863)
Non-current finance lease liabilities 6
(1,971)(2,157)
Total finance lease liabilities(2,995)(3,020)
Total lease liabilities$(151,585)$(122,308)

1 These assets primarily include leases for facilities, Energy Servers, and vehicles.
2 Net of accumulated amortization.
3 These assets primarily include leases for vehicles.
4 Included in property, plant and equipment, net in the 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 facilities, Energy Servers, and vehicles’ lease costs for the years ended December 31, 2022, 2021, and 2020 were as follows (in thousands):
Years Ended
December 31,
202220212020
Operating lease costs$25,503 $15,850 $9,804 
Financing lease costs:
Amortization of right-of-use assets968 1,345 51 
Interest on lease liabilities220 349 16 
Total financing lease costs1,188 1,694 67 
Short-term lease costs974 407 613 
Total lease costs$27,665 $17,951 $10,484 
Weighted average remaining lease terms and discount rates for our facilities, Energy Servers and vehicles as of December 31, 2022 and 2021 were as follows:
December 31,
20222021
Weighted average remaining lease term:
Operating leases8.6 years8.9 years
Finance leases3.3 years3.5 years
Weighted average discount rate:
Operating leases10.3 %9.6 %
Finance leases6.9 %7.6 %

Future lease payments under lease agreements for our facilities, Energy Servers and vehicles as of December 31, 2022 were as follows (in thousands):
Operating LeasesFinance Leases
2023$30,058 $1,250 
202426,145 1,076 
202526,879 590 
202626,743 371 
202725,442 180 
Thereafter95,980 11 
Total minimum lease payments231,247 3,478 
Less: amounts representing interest or imputed interest(82,657)(483)
Present value of lease liabilities$148,590 $2,995 
Managed Services and Portfolio Financings Through PPA Entities
Certain of our customers enter into Managed Services or Portfolio Financings through a PPA Entity to finance their lease of Bloom Energy Servers. Prior to our adoption of ASC 842 as of January 1, 2020, such arrangements with customers that qualified as leases were classified as either sales-type leases or operating leases. For all pre-existing Managed Services Financings or Portfolio Financings through PPA Entities, we have carried over the accounting classifications for those transactions and continue to account for such transactions as either sales-type leases or operating leases under ASC 842. Customer arrangements under Managed Services and Portfolio Financings through PPA Entities entered into after January 1, 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 PPA Entities include non-cancellable lease terms, during which terms the majority of our investment in Energy Servers under lease are typically recovered. We mitigate remaining residual value risk of its Energy Servers through its provision of maintenance on the Energy Servers during the lease term and through insurance whose proceeds are payable in the event of theft, loss, damage, or destruction.
Managed Services - Our Managed Services Financings with financiers that result in failed sale-and-leaseback transactions are accounted for as financing transactions. 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 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 liabilities based on the estimated payment dates. The lease agreements expire on various dates through 2034. For successful sale-and-leaseback transactions, we record right-of-use assets and lease liabilities and record lease expense over the lease term. The recognized lease expense for the year ended December 31, 2022 was $5.6 million. The recognized lease expense for the years ended December 31, 2021 and 2020 have been immaterial.
We recognized $20.4 million and $35.1 million of product revenue, $11.3 million and $20.9 million of installation revenue, $3.3 million and $10.0 million of financing obligations, and $12.6 million and $29.4 million of right-of-use assets and lease liabilities from such successful sale and leaseback transactions for the years ended December 31, 2022 and 2021, respectively.
At December 31, 2022, future lease payments under the Managed Services Agreements financing obligations were as follows (in thousands):
Financing Obligations
2023$44,740 
202442,742 
202541,726 
202637,138 
202720,793 
Thereafter36,223 
Total minimum lease payments223,362 
Less: imputed interest(122,580)
Present value of net minimum lease payments100,782 
Less: current financing obligations(17,364)
Long-term financing obligations$83,418 
The long-term financing obligations, as reflected in our consolidated balance sheets, were $442.1 million and $461.9 million as of December 31, 2022 and 2021, respectively. The difference between these obligations and the principal obligations in the table above will be offset against the carrying value of the related Energy Servers at the end of the lease and the remainder recognized as a gain at that point.
Portfolio Financings through PPA Entities - Customer arrangements entered into prior to January 1, 2020 under Portfolio Financing arrangements through a PPA Entity that qualified as leases are accounted for as either sales-type leases or operating leases. Since January 1, 2020, we have not entered into any new PPAs with customers under such arrangements.
The components of our aggregate net investment in sales-type leases under our Portfolio Financings through PPA entities consisted of the following (in thousands):
December 31,
2021
Lease payment receivables, net1
$44,378 
Estimated residual value of leased assets (unguaranteed)890 
Net investment in sales-type leases45,268 
Less: current portion(5,784)
Non-current portion of net investment in sales-type leases$39,484 
1 Net of current estimated credit losses of approximately $0.1 million as of December 31, 2021.
As of December 31, 2022, there was no net investment in sales-type leases as a result of PPA IIIa Repowering. Please refer to Note 11 - Portfolio Financings for details.
Future estimated operating lease payments we expect to receive from Portfolio Financing arrangements through PPA Entities as of December 31, 2022, were as follows (in thousands):
Operating Leases
202321,063 
202421,238 
202521,630 
202622,092 
202722,566 
Thereafter85,009 
Total minimum lease payments$193,598 
Leases Leases
Facilities, Energy Servers, and Vehicles
We lease most of our facilities, Energy Servers, and vehicles under operating and finance leases that expire at various dates through February 2036. We lease various manufacturing facilities in California and Delaware. Our Sunnyvale, California manufacturing facility lease was entered into in April 2005 and expires in December 2023. In June 2020, March 2021 and June 2022, we signed leases in Fremont, California that will expire in 2027, 2036 and 2028, respectively, to replace our manufacturing facilities in Sunnyvale and Mountain View, California. These existing plants in California together comprise approximately 421,000 square feet of space. In 2021, we extended the lease term for our headquarters in San Jose, California to 2031 and leased three additional floors. We lease additional office space as field offices in the United States and around the world including in China, India, Japan, the Republic of Korea and Taiwan.
Some of these arrangements have free rent periods or escalating rent payment provisions. We recognize lease cost under such arrangements on a straight-line basis over the life of the leases. For the years ended December 31, 2022, 2021 and 2020, rent expense for all occupied facilities was $21.4 million, $16.0 million and $9.9 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, 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. In computing our lease liabilities, we use the incremental borrowing rate based on the information available on the commencement date using an estimate of company-specific rate in the United States 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 for facilities, Energy Servers, and vehicles as of December 31, 2022 and 2021 were as follows (in thousands):
Years Ended
December 31,
20222021
Operating Leases:
Operating lease right-of-use assets, net 1, 2
$126,955 $106,660 
Current operating lease liabilities(16,227)(13,101)
Non-current operating lease liabilities(132,363)(106,187)
Total operating lease liabilities$(148,590)$(119,288)
Finance Leases:
Finance lease right-of-use assets, net 2, 3, 4
$2,824 $2,944 
Current finance lease liabilities 5
(1,024)(863)
Non-current finance lease liabilities 6
(1,971)(2,157)
Total finance lease liabilities(2,995)(3,020)
Total lease liabilities$(151,585)$(122,308)

1 These assets primarily include leases for facilities, Energy Servers, and vehicles.
2 Net of accumulated amortization.
3 These assets primarily include leases for vehicles.
4 Included in property, plant and equipment, net in the 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 facilities, Energy Servers, and vehicles’ lease costs for the years ended December 31, 2022, 2021, and 2020 were as follows (in thousands):
Years Ended
December 31,
202220212020
Operating lease costs$25,503 $15,850 $9,804 
Financing lease costs:
Amortization of right-of-use assets968 1,345 51 
Interest on lease liabilities220 349 16 
Total financing lease costs1,188 1,694 67 
Short-term lease costs974 407 613 
Total lease costs$27,665 $17,951 $10,484 
Weighted average remaining lease terms and discount rates for our facilities, Energy Servers and vehicles as of December 31, 2022 and 2021 were as follows:
December 31,
20222021
Weighted average remaining lease term:
Operating leases8.6 years8.9 years
Finance leases3.3 years3.5 years
Weighted average discount rate:
Operating leases10.3 %9.6 %
Finance leases6.9 %7.6 %

Future lease payments under lease agreements for our facilities, Energy Servers and vehicles as of December 31, 2022 were as follows (in thousands):
Operating LeasesFinance Leases
2023$30,058 $1,250 
202426,145 1,076 
202526,879 590 
202626,743 371 
202725,442 180 
Thereafter95,980 11 
Total minimum lease payments231,247 3,478 
Less: amounts representing interest or imputed interest(82,657)(483)
Present value of lease liabilities$148,590 $2,995 
Managed Services and Portfolio Financings Through PPA Entities
Certain of our customers enter into Managed Services or Portfolio Financings through a PPA Entity to finance their lease of Bloom Energy Servers. Prior to our adoption of ASC 842 as of January 1, 2020, such arrangements with customers that qualified as leases were classified as either sales-type leases or operating leases. For all pre-existing Managed Services Financings or Portfolio Financings through PPA Entities, we have carried over the accounting classifications for those transactions and continue to account for such transactions as either sales-type leases or operating leases under ASC 842. Customer arrangements under Managed Services and Portfolio Financings through PPA Entities entered into after January 1, 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 PPA Entities include non-cancellable lease terms, during which terms the majority of our investment in Energy Servers under lease are typically recovered. We mitigate remaining residual value risk of its Energy Servers through its provision of maintenance on the Energy Servers during the lease term and through insurance whose proceeds are payable in the event of theft, loss, damage, or destruction.
Managed Services - Our Managed Services Financings with financiers that result in failed sale-and-leaseback transactions are accounted for as financing transactions. 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 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 liabilities based on the estimated payment dates. The lease agreements expire on various dates through 2034. For successful sale-and-leaseback transactions, we record right-of-use assets and lease liabilities and record lease expense over the lease term. The recognized lease expense for the year ended December 31, 2022 was $5.6 million. The recognized lease expense for the years ended December 31, 2021 and 2020 have been immaterial.
We recognized $20.4 million and $35.1 million of product revenue, $11.3 million and $20.9 million of installation revenue, $3.3 million and $10.0 million of financing obligations, and $12.6 million and $29.4 million of right-of-use assets and lease liabilities from such successful sale and leaseback transactions for the years ended December 31, 2022 and 2021, respectively.
At December 31, 2022, future lease payments under the Managed Services Agreements financing obligations were as follows (in thousands):
Financing Obligations
2023$44,740 
202442,742 
202541,726 
202637,138 
202720,793 
Thereafter36,223 
Total minimum lease payments223,362 
Less: imputed interest(122,580)
Present value of net minimum lease payments100,782 
Less: current financing obligations(17,364)
Long-term financing obligations$83,418 
The long-term financing obligations, as reflected in our consolidated balance sheets, were $442.1 million and $461.9 million as of December 31, 2022 and 2021, respectively. The difference between these obligations and the principal obligations in the table above will be offset against the carrying value of the related Energy Servers at the end of the lease and the remainder recognized as a gain at that point.
Portfolio Financings through PPA Entities - Customer arrangements entered into prior to January 1, 2020 under Portfolio Financing arrangements through a PPA Entity that qualified as leases are accounted for as either sales-type leases or operating leases. Since January 1, 2020, we have not entered into any new PPAs with customers under such arrangements.
The components of our aggregate net investment in sales-type leases under our Portfolio Financings through PPA entities consisted of the following (in thousands):
December 31,
2021
Lease payment receivables, net1
$44,378 
Estimated residual value of leased assets (unguaranteed)890 
Net investment in sales-type leases45,268 
Less: current portion(5,784)
Non-current portion of net investment in sales-type leases$39,484 
1 Net of current estimated credit losses of approximately $0.1 million as of December 31, 2021.
As of December 31, 2022, there was no net investment in sales-type leases as a result of PPA IIIa Repowering. Please refer to Note 11 - Portfolio Financings for details.
Future estimated operating lease payments we expect to receive from Portfolio Financing arrangements through PPA Entities as of December 31, 2022, were as follows (in thousands):
Operating Leases
202321,063 
202421,238 
202521,630 
202622,092 
202722,566 
Thereafter85,009 
Total minimum lease payments$193,598 
Leases Leases
Facilities, Energy Servers, and Vehicles
We lease most of our facilities, Energy Servers, and vehicles under operating and finance leases that expire at various dates through February 2036. We lease various manufacturing facilities in California and Delaware. Our Sunnyvale, California manufacturing facility lease was entered into in April 2005 and expires in December 2023. In June 2020, March 2021 and June 2022, we signed leases in Fremont, California that will expire in 2027, 2036 and 2028, respectively, to replace our manufacturing facilities in Sunnyvale and Mountain View, California. These existing plants in California together comprise approximately 421,000 square feet of space. In 2021, we extended the lease term for our headquarters in San Jose, California to 2031 and leased three additional floors. We lease additional office space as field offices in the United States and around the world including in China, India, Japan, the Republic of Korea and Taiwan.
Some of these arrangements have free rent periods or escalating rent payment provisions. We recognize lease cost under such arrangements on a straight-line basis over the life of the leases. For the years ended December 31, 2022, 2021 and 2020, rent expense for all occupied facilities was $21.4 million, $16.0 million and $9.9 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, 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. In computing our lease liabilities, we use the incremental borrowing rate based on the information available on the commencement date using an estimate of company-specific rate in the United States 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 for facilities, Energy Servers, and vehicles as of December 31, 2022 and 2021 were as follows (in thousands):
Years Ended
December 31,
20222021
Operating Leases:
Operating lease right-of-use assets, net 1, 2
$126,955 $106,660 
Current operating lease liabilities(16,227)(13,101)
Non-current operating lease liabilities(132,363)(106,187)
Total operating lease liabilities$(148,590)$(119,288)
Finance Leases:
Finance lease right-of-use assets, net 2, 3, 4
$2,824 $2,944 
Current finance lease liabilities 5
(1,024)(863)
Non-current finance lease liabilities 6
(1,971)(2,157)
Total finance lease liabilities(2,995)(3,020)
Total lease liabilities$(151,585)$(122,308)

1 These assets primarily include leases for facilities, Energy Servers, and vehicles.
2 Net of accumulated amortization.
3 These assets primarily include leases for vehicles.
4 Included in property, plant and equipment, net in the 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 facilities, Energy Servers, and vehicles’ lease costs for the years ended December 31, 2022, 2021, and 2020 were as follows (in thousands):
Years Ended
December 31,
202220212020
Operating lease costs$25,503 $15,850 $9,804 
Financing lease costs:
Amortization of right-of-use assets968 1,345 51 
Interest on lease liabilities220 349 16 
Total financing lease costs1,188 1,694 67 
Short-term lease costs974 407 613 
Total lease costs$27,665 $17,951 $10,484 
Weighted average remaining lease terms and discount rates for our facilities, Energy Servers and vehicles as of December 31, 2022 and 2021 were as follows:
December 31,
20222021
Weighted average remaining lease term:
Operating leases8.6 years8.9 years
Finance leases3.3 years3.5 years
Weighted average discount rate:
Operating leases10.3 %9.6 %
Finance leases6.9 %7.6 %

Future lease payments under lease agreements for our facilities, Energy Servers and vehicles as of December 31, 2022 were as follows (in thousands):
Operating LeasesFinance Leases
2023$30,058 $1,250 
202426,145 1,076 
202526,879 590 
202626,743 371 
202725,442 180 
Thereafter95,980 11 
Total minimum lease payments231,247 3,478 
Less: amounts representing interest or imputed interest(82,657)(483)
Present value of lease liabilities$148,590 $2,995 
Managed Services and Portfolio Financings Through PPA Entities
Certain of our customers enter into Managed Services or Portfolio Financings through a PPA Entity to finance their lease of Bloom Energy Servers. Prior to our adoption of ASC 842 as of January 1, 2020, such arrangements with customers that qualified as leases were classified as either sales-type leases or operating leases. For all pre-existing Managed Services Financings or Portfolio Financings through PPA Entities, we have carried over the accounting classifications for those transactions and continue to account for such transactions as either sales-type leases or operating leases under ASC 842. Customer arrangements under Managed Services and Portfolio Financings through PPA Entities entered into after January 1, 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 PPA Entities include non-cancellable lease terms, during which terms the majority of our investment in Energy Servers under lease are typically recovered. We mitigate remaining residual value risk of its Energy Servers through its provision of maintenance on the Energy Servers during the lease term and through insurance whose proceeds are payable in the event of theft, loss, damage, or destruction.
Managed Services - Our Managed Services Financings with financiers that result in failed sale-and-leaseback transactions are accounted for as financing transactions. 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 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 liabilities based on the estimated payment dates. The lease agreements expire on various dates through 2034. For successful sale-and-leaseback transactions, we record right-of-use assets and lease liabilities and record lease expense over the lease term. The recognized lease expense for the year ended December 31, 2022 was $5.6 million. The recognized lease expense for the years ended December 31, 2021 and 2020 have been immaterial.
We recognized $20.4 million and $35.1 million of product revenue, $11.3 million and $20.9 million of installation revenue, $3.3 million and $10.0 million of financing obligations, and $12.6 million and $29.4 million of right-of-use assets and lease liabilities from such successful sale and leaseback transactions for the years ended December 31, 2022 and 2021, respectively.
At December 31, 2022, future lease payments under the Managed Services Agreements financing obligations were as follows (in thousands):
Financing Obligations
2023$44,740 
202442,742 
202541,726 
202637,138 
202720,793 
Thereafter36,223 
Total minimum lease payments223,362 
Less: imputed interest(122,580)
Present value of net minimum lease payments100,782 
Less: current financing obligations(17,364)
Long-term financing obligations$83,418 
The long-term financing obligations, as reflected in our consolidated balance sheets, were $442.1 million and $461.9 million as of December 31, 2022 and 2021, respectively. The difference between these obligations and the principal obligations in the table above will be offset against the carrying value of the related Energy Servers at the end of the lease and the remainder recognized as a gain at that point.
Portfolio Financings through PPA Entities - Customer arrangements entered into prior to January 1, 2020 under Portfolio Financing arrangements through a PPA Entity that qualified as leases are accounted for as either sales-type leases or operating leases. Since January 1, 2020, we have not entered into any new PPAs with customers under such arrangements.
The components of our aggregate net investment in sales-type leases under our Portfolio Financings through PPA entities consisted of the following (in thousands):
December 31,
2021
Lease payment receivables, net1
$44,378 
Estimated residual value of leased assets (unguaranteed)890 
Net investment in sales-type leases45,268 
Less: current portion(5,784)
Non-current portion of net investment in sales-type leases$39,484 
1 Net of current estimated credit losses of approximately $0.1 million as of December 31, 2021.
As of December 31, 2022, there was no net investment in sales-type leases as a result of PPA IIIa Repowering. Please refer to Note 11 - Portfolio Financings for details.
Future estimated operating lease payments we expect to receive from Portfolio Financing arrangements through PPA Entities as of December 31, 2022, were as follows (in thousands):
Operating Leases
202321,063 
202421,238 
202521,630 
202622,092 
202722,566 
Thereafter85,009 
Total minimum lease payments$193,598 
Leases Leases
Facilities, Energy Servers, and Vehicles
We lease most of our facilities, Energy Servers, and vehicles under operating and finance leases that expire at various dates through February 2036. We lease various manufacturing facilities in California and Delaware. Our Sunnyvale, California manufacturing facility lease was entered into in April 2005 and expires in December 2023. In June 2020, March 2021 and June 2022, we signed leases in Fremont, California that will expire in 2027, 2036 and 2028, respectively, to replace our manufacturing facilities in Sunnyvale and Mountain View, California. These existing plants in California together comprise approximately 421,000 square feet of space. In 2021, we extended the lease term for our headquarters in San Jose, California to 2031 and leased three additional floors. We lease additional office space as field offices in the United States and around the world including in China, India, Japan, the Republic of Korea and Taiwan.
Some of these arrangements have free rent periods or escalating rent payment provisions. We recognize lease cost under such arrangements on a straight-line basis over the life of the leases. For the years ended December 31, 2022, 2021 and 2020, rent expense for all occupied facilities was $21.4 million, $16.0 million and $9.9 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, 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. In computing our lease liabilities, we use the incremental borrowing rate based on the information available on the commencement date using an estimate of company-specific rate in the United States 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 for facilities, Energy Servers, and vehicles as of December 31, 2022 and 2021 were as follows (in thousands):
Years Ended
December 31,
20222021
Operating Leases:
Operating lease right-of-use assets, net 1, 2
$126,955 $106,660 
Current operating lease liabilities(16,227)(13,101)
Non-current operating lease liabilities(132,363)(106,187)
Total operating lease liabilities$(148,590)$(119,288)
Finance Leases:
Finance lease right-of-use assets, net 2, 3, 4
$2,824 $2,944 
Current finance lease liabilities 5
(1,024)(863)
Non-current finance lease liabilities 6
(1,971)(2,157)
Total finance lease liabilities(2,995)(3,020)
Total lease liabilities$(151,585)$(122,308)

1 These assets primarily include leases for facilities, Energy Servers, and vehicles.
2 Net of accumulated amortization.
3 These assets primarily include leases for vehicles.
4 Included in property, plant and equipment, net in the 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 facilities, Energy Servers, and vehicles’ lease costs for the years ended December 31, 2022, 2021, and 2020 were as follows (in thousands):
Years Ended
December 31,
202220212020
Operating lease costs$25,503 $15,850 $9,804 
Financing lease costs:
Amortization of right-of-use assets968 1,345 51 
Interest on lease liabilities220 349 16 
Total financing lease costs1,188 1,694 67 
Short-term lease costs974 407 613 
Total lease costs$27,665 $17,951 $10,484 
Weighted average remaining lease terms and discount rates for our facilities, Energy Servers and vehicles as of December 31, 2022 and 2021 were as follows:
December 31,
20222021
Weighted average remaining lease term:
Operating leases8.6 years8.9 years
Finance leases3.3 years3.5 years
Weighted average discount rate:
Operating leases10.3 %9.6 %
Finance leases6.9 %7.6 %

Future lease payments under lease agreements for our facilities, Energy Servers and vehicles as of December 31, 2022 were as follows (in thousands):
Operating LeasesFinance Leases
2023$30,058 $1,250 
202426,145 1,076 
202526,879 590 
202626,743 371 
202725,442 180 
Thereafter95,980 11 
Total minimum lease payments231,247 3,478 
Less: amounts representing interest or imputed interest(82,657)(483)
Present value of lease liabilities$148,590 $2,995 
Managed Services and Portfolio Financings Through PPA Entities
Certain of our customers enter into Managed Services or Portfolio Financings through a PPA Entity to finance their lease of Bloom Energy Servers. Prior to our adoption of ASC 842 as of January 1, 2020, such arrangements with customers that qualified as leases were classified as either sales-type leases or operating leases. For all pre-existing Managed Services Financings or Portfolio Financings through PPA Entities, we have carried over the accounting classifications for those transactions and continue to account for such transactions as either sales-type leases or operating leases under ASC 842. Customer arrangements under Managed Services and Portfolio Financings through PPA Entities entered into after January 1, 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 PPA Entities include non-cancellable lease terms, during which terms the majority of our investment in Energy Servers under lease are typically recovered. We mitigate remaining residual value risk of its Energy Servers through its provision of maintenance on the Energy Servers during the lease term and through insurance whose proceeds are payable in the event of theft, loss, damage, or destruction.
Managed Services - Our Managed Services Financings with financiers that result in failed sale-and-leaseback transactions are accounted for as financing transactions. 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 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 liabilities based on the estimated payment dates. The lease agreements expire on various dates through 2034. For successful sale-and-leaseback transactions, we record right-of-use assets and lease liabilities and record lease expense over the lease term. The recognized lease expense for the year ended December 31, 2022 was $5.6 million. The recognized lease expense for the years ended December 31, 2021 and 2020 have been immaterial.
We recognized $20.4 million and $35.1 million of product revenue, $11.3 million and $20.9 million of installation revenue, $3.3 million and $10.0 million of financing obligations, and $12.6 million and $29.4 million of right-of-use assets and lease liabilities from such successful sale and leaseback transactions for the years ended December 31, 2022 and 2021, respectively.
At December 31, 2022, future lease payments under the Managed Services Agreements financing obligations were as follows (in thousands):
Financing Obligations
2023$44,740 
202442,742 
202541,726 
202637,138 
202720,793 
Thereafter36,223 
Total minimum lease payments223,362 
Less: imputed interest(122,580)
Present value of net minimum lease payments100,782 
Less: current financing obligations(17,364)
Long-term financing obligations$83,418 
The long-term financing obligations, as reflected in our consolidated balance sheets, were $442.1 million and $461.9 million as of December 31, 2022 and 2021, respectively. The difference between these obligations and the principal obligations in the table above will be offset against the carrying value of the related Energy Servers at the end of the lease and the remainder recognized as a gain at that point.
Portfolio Financings through PPA Entities - Customer arrangements entered into prior to January 1, 2020 under Portfolio Financing arrangements through a PPA Entity that qualified as leases are accounted for as either sales-type leases or operating leases. Since January 1, 2020, we have not entered into any new PPAs with customers under such arrangements.
The components of our aggregate net investment in sales-type leases under our Portfolio Financings through PPA entities consisted of the following (in thousands):
December 31,
2021
Lease payment receivables, net1
$44,378 
Estimated residual value of leased assets (unguaranteed)890 
Net investment in sales-type leases45,268 
Less: current portion(5,784)
Non-current portion of net investment in sales-type leases$39,484 
1 Net of current estimated credit losses of approximately $0.1 million as of December 31, 2021.
As of December 31, 2022, there was no net investment in sales-type leases as a result of PPA IIIa Repowering. Please refer to Note 11 - Portfolio Financings for details.
Future estimated operating lease payments we expect to receive from Portfolio Financing arrangements through PPA Entities as of December 31, 2022, were as follows (in thousands):
Operating Leases
202321,063 
202421,238 
202521,630 
202622,092 
202722,566 
Thereafter85,009 
Total minimum lease payments$193,598 
v3.22.4
Stock-Based Compensation and Employee Benefit Plans
 12 Months Ended
Dec. 31, 2022
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 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, 2022, stock options to purchase 5,436,417 shares of Class B common stock were outstanding with a weighted average exercise price of $27.15 per share, 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 the 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 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, 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, 2022, stock options to purchase 3,311,892 shares of Class A common stock were outstanding, with a weighted average exercise price of $10.11 per share, and 9,543,386 RSUs that may be settled for Class A common stock, which were granted pursuant to the 2018 Plan, were outstanding. As of December 31, 2022, we had 28,340,641 shares reserved for issuance under the 2018 Plan.
2002 Stock Plan
Our 2002 Stock Plan (the “2002 Plan”) was approved in April 2002 and amended in June 2011. In August 2012 and in connection with the adoption of the 2012 Plan, shares authorized for issuance under the 2002 Plan were cancelled, except for those shares reserved for issuance upon exercise of outstanding stock options. Any outstanding stock options granted under the 2002 Plan remain outstanding, subject to the terms of the 2002 Plan, until such shares are issued under those awards (by exercise of stock options) or until the awards terminate or expire by terms.
Grants under the 2002 Plan generally vest ratably over a four years period from the vesting commencement date and expire ten years from grant date. Original grants under the 2002 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, 2022, there were no outstanding options to purchase shares of Class B common stock. The 2002 Stock Plan has been canceled but continues to govern outstanding option grants under the 2012 Plan.
Stock-Based Compensation Expense
We used the following weighted-average assumptions in applying the Black-Scholes valuation model for determination of option valuation for options granted for the year ended December 31, 2020:
 Year Ended
December 31,
 2020
 
Risk-free interest rate
0.6%
Expected term (years)
6.6
Expected dividend yield—
Expected volatility
71.0%
There were no options granted for the years ended December 31, 2022 and 2021.
The following table summarizes the components of stock-based compensation expense in the consolidated statements of operations (in thousands):
 Years Ended
December 31,
 202220212020
Cost of revenue$18,955 $13,811 $17,475 
Research and development33,956 20,274 19,037 
Sales and marketing18,651 17,085 10,997 
General and administrative42,404 24,962 26,384 
$113,966 $76,132 $73,893 

As of December 31, 2022, and 2021, we capitalized $6.3 million and $5.8 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, 202015,354,271 $21.27 
Exercised(3,460,364)23.05 
Forfeited(1,156,612)16.33 
Balances at December 31, 202110,737,295 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, 20228,748,309 20.70 4.640,532 
Vested and expected to vest at December 31, 20228,743,013 20.71 4.640,469 
Exercisable at December 31, 20228,636,644 20.86 4.639,296 
Stock Options - During the years ended December 31, 2022, 2021 and 2020, we recognized $7.1 million, $15.6 million and $19.1 million of stock-based compensation costs for stock options, respectively.
We did not grant options in the years ended December 31, 2022 and 2021.
During the years ended December 31, 2022, 2021 and 2020, the intrinsic value of stock options exercised was $3.8 million, $28.9 million and $11.2 million, respectively.
As of December 31, 2022 and 2021, we had unrecognized compensation costs related to unvested stock options of $0.4 million and $6.2 million, respectively. This cost is expected to be recognized over the remaining weighted-average period of 0.9 years and 0.9 years, respectively. Cash received from stock options exercised totaled $3.7 million, $79.7 million and $15.0 million for the years ended December 31, 2022, 2021 and 2020, 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, 20206,418,788 $13.71 
Granted6,475,536 25.82 
Vested(2,904,996)17.04 
Forfeited(1,621,664)20.97 
Unvested Balance at December 31, 20218,367,664 $20.52 
Granted5,395,199 19.74 
Vested(2,957,215)18.14 
Forfeited(1,256,613)21.32 
Unvested Balance at December 31, 20229,549,035 $19.99 

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, 2022, 2021 and 2020, we recognized $89.4 million, $50.1 million and $44.1 million of stock-based compensation costs for stock awards, respectively.
As of December 31, 2022 and 2021, we had $135.7 million and $114.9 million of unrecognized stock-based compensation cost related to unvested stock awards, expected to be recognized over a weighted average period of 1.9 years and 2.3 years, respectively.
Executive Awards
In 2020, the Company granted RSU, PSU and stock option awards (the “2020 Executive Awards”) to certain executive staff pursuant to the 2018 Plan. The RSUs and stock options have time-based vesting schedules. The PSUs consist of three vesting tranches with an annual vesting schedule based on the attainment of performance conditions during fiscal year 2020 and assuming continued employment and service through each vesting date. Stock-based compensation costs associated with the 2020 Executive Awards are recognized over the service period as we evaluate the probability of the achievement of the performance conditions.
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, 2022, the unamortized compensation expense for the RSUs and PSUs was $22.4 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 with an annual vesting schedule based on the attainment of performance conditions during fiscal year 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 we evaluate the probability of the achievement of the performance conditions.
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, 202020,233,754 
Added to plan8,102,014 
Granted(6,475,536)
Cancelled/Forfeited2,778,276 
Expired(491,724)
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, 202228,340,641 
2018 Employee Stock Purchase Plan
In April 2018, we adopted the 2018 ESPP. The 2018 ESPP became effective upon our initial public offering (“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 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, 2022, 2021 and 2020, we recognized $16.2 million, $7.6 million and $5.7 million of stock-based compensation costs for the 2018 ESPP, respectively. We issued 759,744 and 1,945,305 shares in the years ended December 31, 2022 and 2021, respectively. During the years ended December 31, 2022 and 2021, we added an additional 12,055,792 and 1,902,572 shares and there were 13,840,716 and 2,544,668 shares available for issuance as of December 31, 2022 and 2021, respectively.
As of December 31, 2022 and 2021, we had $12.0 million and $9.8 million of unrecognized stock-based compensation costs, expected to be recognized over a weighted average period of 0.6 years and 0.5 years, 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,
20222021
Risk-free interest rate
 3.1%-3.2%
0.1% - 2.8%
Expected term (years)
0.5 - 2.0
0.5 - 2.0
Expected dividend yield——
Expected volatility
 78.0%-88.9%
95.0% - 114.5%
v3.22.4
Portfolio Financings
 12 Months Ended
Dec. 31, 2022
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 some cases, similar to direct purchases and leases, the standard one-year warranty and performance guaranties are included in the price of the product. The Operating Company also enters into a master services agreement with us following the first year of service to extend the warranty services and guaranties over the term of the PPA. In other cases, the master services agreements including performance warranties and guaranties are billed on a quarterly basis starting in the first quarter following the placed-in-service date of the Energy Server(s) and continuing over the term of the PPA. The first of such arrangements was considered a sales-type lease and the product revenue from that agreement was recognized upfront in the same manner as direct purchase and lease transactions. Substantially all of our subsequent PPAs have been accounted for as operating leases with the related revenue under those agreements recognized ratably over the PPA term as electricity revenue. We recognize the cost of revenue, primarily product costs and maintenance service costs, over the shorter of the estimated useful life of the Energy Server or the term of the PPA.
We and our third-party equity investors (together, the “Equity Investors”) contribute funds into a limited liability investment entity (the “Investment Company”) that owns and is parent to the Operating Company (together, the “PPA Entities”). These PPA Entities constitute VIEs under U.S. GAAP. We have considered the provisions within the contractual agreements which grant us power to manage and make decisions affecting the operations of these VIEs. We consider that the rights granted to the Equity Investors under the contractual agreements are more protective in nature rather than participating. Therefore, we have determined under the power and benefits criterion of ASC 810, Consolidations that we are the primary beneficiary of these VIEs. As the primary beneficiary of these VIEs, we consolidate in our consolidated financial statements the financial position, results of operations and cash flows of the PPA Entities, and all intercompany balances and transactions between us and the PPA Entities are eliminated in the consolidated financial statements.
In accordance with our Portfolio Financings, the Operating Company acquires Energy Servers from us for cash payments that are made on a similar schedule as if the Operating Company were a customer purchasing an Energy Server from us outright. In the consolidated financial statements, the sale of Energy Servers by us to the Operating Company are treated as intercompany transactions and as a result eliminated in consolidation. The acquisition of Energy Servers by the Operating Company is accounted for as a non-cash reclassification from inventory to Energy Servers within property, plant and equipment, net on our consolidated balance sheets. In arrangements qualifying for sales-type leases, we reduce these recorded assets by amounts received from U.S. Treasury Department cash grants and from similar state incentive rebates.
The Operating Company sells the electricity to end customers under PPAs. Cash generated by the electricity sales, as well as receipts from any applicable government incentive program, is used to pay operating expenses (including the management and services we provide to maintain the Energy Servers over the term of the PPA) and to service the non-recourse debt with the remaining cash flows distributed to the Equity Investors. In transactions accounted for as sales-type leases, we recognize subsequent customer billings as electricity revenue over the term of the PPA and amortize any applicable government incentive program grants as a reduction to depreciation expense of the Energy Server over the term of the PPA. In transactions accounted for as operating leases, we recognize subsequent customer payments and any applicable government incentive program grants as electricity revenue and service revenue over the term of the PPA.
Upon sale or liquidation of a PPA Entity, distributions would occur in the order of priority specified in the contractual agreements.
We have established six different PPA Entities to date. The contributed funds are 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 utilized their entire available financing capacity and have completed the purchase of their Energy Servers. Any debt incurred by the Operating Companies is non-recourse to us. Under these structures, each Investment Company is treated as a partnership for U.S. federal income tax purposes. Equity Investors receive investment tax credits and accelerated tax depreciation benefits.
PPA IIIa Repowering of 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 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 Energy Servers (the “old Energy Servers”) by replacing them with a newer generation of Energy Servers (“new Energy Servers”) and providing related installation services, which was financed by the financier (the “EPC Agreement”). The plan is to remove the old Energy Servers prior to installing the new Energy Servers and return the old Energy Servers to Bloom. We also amended and restated our operations and maintenance agreement with the Project Company to cover all new Energy Servers and old 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 Leases, while some were classified as operating leases. The Company elected the practical expedient package with the adoption of ASC 842, which allowed the Company to carry forward the lease classification upon adoption of ASC 842 on January 1, 2020. The leases were modified prior to the sale of the 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 (“PPA IIIa PP&E”).
Due to our repurchase option on the old Energy Servers, the Company concluded there was no transfer of control of the old Energy Servers upon sale of the membership interest to the financier. Accordingly, the Company continued to recognize the old Energy Servers, despite the legal ownership of such assets under the MIPA. Upon reclassification of the lease assets to PP&E, the Company 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 are 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 substantially complete as of December 31, 2022 and resulted in the following summarized impacts on our consolidated balance sheet as of December 31, 2022: (i) cash and cash equivalents increased by $29.3 million mainly due to $66.3 million cash receipts from the sale of new Energy Servers to the Project Company, offset by $30.6 million for the repayment of outstanding debt and related accrued interest, (ii) both customer financing receivables, current and non-current, and property plant and equipment, net decreased by $5.9 million, $36.9 million and $2.2 million, respectively, due to the impairment of $44.8 million and accelerated depreciation of $0.2 million of the existing old Energy Servers (we revised the expected useful life of the old Energy Servers from 15 years to approximately 0.5 years which resulted in recognized accelerated depreciation of $0.2 million in electricity cost of revenue (see Note 6 - Balance Sheet Components)), (iii) inventories and deferred cost of revenue decreased by $25.0 million, (iv) deferred revenue and customer deposits increased by $3.4 million, (v) accounts receivable decreased by $1.8 million and (vi) other liabilities increased by $3.8 million.
Impacts on our consolidated statements of operations for the year ended December 31, 2022 are summarized as follows: (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 new Energy Servers; (ii) cost of electricity revenue of $45.0 million, including the write-off of old 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 new 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.
PPA IV Repowering of Energy Servers
PPA IV was established in 2014 and we, through a 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 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 old Energy Servers by replacing them with new Energy Servers and providing related installation services, which was financed by the financier under the EPC Agreement. The old Energy Servers will be removed prior to installing the new Energy Servers, whereby upon completion of installation the old Energy Servers will be returned to Bloom. We also amended and restated our O&M Agreement with the Project Company to cover all new Energy Servers and old 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 Leases. The Company elected the practical expedient package with the adoption of ASC 842, which allowed the Company to carry forward the lease classification upon adoption of ASC 842 on January 1, 2020. The leases were modified prior to the sale of the 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 (“PPA IV PP&E”).
Due to our repurchase option on the old Energy Servers, the Company concluded there was no transfer of control of the old Energy Servers upon sale of the membership interest to the financier. Accordingly, the Company continued to recognize the old Energy Servers, despite the legal ownership of such assets under the MIPA. The Company 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 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 in progress as of December 31, 2022 and resulted in the following summarized impacts on our consolidated balance sheet as of December 31, 2022: (i) cash and cash equivalents increased by $16.4 million mainly due to $91.4 million cash receipts from the sale of new Energy Servers to the Project Company, offset by $70.9 million for the repayment of outstanding debt and related accrued interest, (ii) property plant and equipment, net decreased by $64.3 million, due to the impairment of $64.0 million and accelerated depreciation of $0.3 million of the existing old Energy Servers (we revised the expected useful life of the old Energy Servers from 15 years to approximately 0.5 years which resulted in recognized accelerated depreciation of $0.3 million in electricity cost of revenue (see Note 6 - Balance Sheet Components)), (iii) contract assets increased by $17.9 million, (iv) inventories and deferred cost of revenue decreased by $37.4 million, (v) accrued expenses and other current liabilities increased by $6.2 million and (vi) prepaid expenses and other current assets decreased by $4.7 million.
Impacts on our consolidated statements of operations for the year ended December 31, 2022 are summarized as follows: (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 write-off 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 new Energy Servers; (iv) general and administrative expenses of $4.7 million due to the write-off 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.
PPA V Interest Buyout
On November 2, 2022, we acquired all of Constellation Energy Generation, LLC’s (“Constellation”) interest in PPA V, as set forth in the Purchase and Sale Agreement. The aggregate purchase price of the transaction amounted to $8 million. After the acquisition our interest in PPA V increased from 10% to 70%.
The change in our ownership interest in PPA V was accounted for as an equity transaction in accordance with ASC 810 Consolidation. The carrying amount of the noncontrolling interest was adjusted to reflect the change in its ownership interest in PPA V, and the difference between the fair value of the consideration paid and the amount by which the noncontrolling interest is adjusted was recognized as additional paid-in capital in our Consolidated Statements of Stockholders’ Equity (Deficit).
As of December 31, 2022, we consolidated PPA V in our financial statements as we determined that we still retain controlling financial interest in the PPA V and are its primary beneficiary, and therefore have the power to direct activities which are most significant to this entity.
PPA Entities’ Activities Summary
The table below shows the details of the three Investment Company VIEs that were active during the year ended December 31, 2022 and their cumulative activities from inception to the years indicated (dollars in thousands):
PPA IIIaPPA IVPPA V
Overview:
Maximum size of installation (in megawatts)102140
Installed size (in megawatts)101937
Term of power purchase agreements (in years)151515
First system installedFeb-13Sep-14Jun-15
Last system installedJun-14Mar-16Dec-16
Initial income (loss) and tax benefits allocation to Equity Investor99%90%99%
Initial cash allocation to Equity Investor99%90%90%
Income (loss), tax and cash allocations to Equity Investor after the flip date5%No flipNo flip
Equity Investor(s) 1
US Bank
Constellation4
Constellation4 and Intel
Put option date 2
1st anniversary of flip pointN/AN/A
Company cash contributions$32,223 $11,669 $27,932 
Company non-cash contributions 3
8,655 — — 
Equity Investor cash contributions36,967 84,782 227,344 
Debt financing44,968 99,000 131,237 
Activity as of December 31, 2022:
Distributions to Equity Investor4,897 15,017 30,786 
Debt repayment—principal44,968 99,000 139,795 
Activity as of December 31, 2021:
Distributions to Equity Investor4,897 12,848 26,601 
Debt repayment—principal13,899 25,045 132,587 
Activity as of December 31, 2020:
Distributions to Equity Investor4,847 8,852 24,809 
Debt repayment—principal10,513 21,163 16,475 
1 Investor name represents ultimate parent of subsidiary financing the project. Bloom purchased the equity interest in each of the PPAs from each respective Equity Investor during fiscal year 2022. Refer to the sections entitled PPA IIIa Repowering of Energy Servers, PPA IV Repowering of Energy Servers and PPA V Interest Buyout for further details.
2 Investor right on the certain date, upon giving us advance written notice, to sell the membership interests to us or resign or withdraw from the investment partnership.
3 Non-cash contributions consisted of warrants that were issued by us to respective lenders to each PPA Entity, as required by such entity’s credit agreements. The corresponding values are amortized using the effective interest method over the debt term.
4 Formerly known as Exelon Corporation.
PPA Entities’ Aggregate Assets and Liabilities
Generally, the assets of an operating company owned by an investment company can be used to settle only the operating company obligations, and the operating company creditors do not have recourse to us. The following are the aggregate carrying values of our VIEs’ assets and liabilities in our consolidated balance sheets, after eliminations of intercompany transactions and balances, including as of December 31, 2022 for each of the PPA Entities in the PPA V transaction, and as of December 31, 2021 for each of the PPA Entities in the PPA IIIa transaction, the PPA IV transaction and the PPA V transaction (in thousands):

December 31,
20222021
Assets
Current assets:
Cash and cash equivalents$5,008 $1,541 
Restricted cash550 3,078 
Accounts receivable2,072 5,112 
Customer financing receivable— 5,784 
Prepaid expenses and other current assets1,927 3,071 
Total current assets9,557 18,586 
Property and equipment, net133,285 228,546 
Customer financing receivable— 39,484 
Restricted cash8,000 23,239 
Other long-term assets1,869 2,362 
Total assets$152,711 $312,217 
Liabilities
Current liabilities:
Accrued expenses and other current liabilities$1,037 $194 
Deferred revenue and customer deposits662 662 
Non-recourse debt13,307 17,483 
Total current liabilities15,006 18,339 
Deferred revenue and customer deposits4,748 5,410 
Non-recourse debt112,480 217,417 
Total liabilities$132,234 $241,166 
We consolidated the PPA Entity as a VIE in the PPA V transaction, as we have determined that we are the primary beneficiary of this VIE. This PPA Entity contains debt that is non-recourse to us and owns Energy Server assets for which we do not have title.
We believe that by presenting assets and liabilities separate from the PPA Entities, we provide a better view of the true operations of our core business. The table below provides detail into the assets and liabilities of Bloom Energy separate from the PPA Entities. The table provides our stand-alone assets and liabilities, those of the PPA Entities combined, and our consolidated balances as of December 31, 2022 and 2021 (in thousands):
 December 31, 2022December 31, 2021
 Bloom EnergyPPA EntitiesConsolidatedBloom EnergyPPA EntitiesConsolidated
Assets
Current assets$1,046,406 $9,557 $1,055,963 $787,834 $18,586 $806,420 
Long-term assets747,510 143,154 890,664 625,520 293,631 919,151 
Total assets$1,793,916 $152,711 $1,946,627 $1,413,354 $312,217 $1,725,571 
Liabilities
Current liabilities$514,224 $1,699 $515,923 $315,792 $856 $316,648 
Current portion of debt12,716 13,307 26,023 8,348 17,483 25,831 
Long-term liabilities635,561 4,748 640,309 669,759 5,410 675,169 
Long-term portion of debt273,076 112,480 385,556 283,482 217,417 500,899 
Total liabilities$1,435,577 $132,234 $1,567,811 $1,277,381 $241,166 $1,518,547 
v3.22.4
Related Party Transactions
 12 Months Ended
Dec. 31, 2022
Related Party Transactions [Abstract]  
Related Party Transactions Related Party Transactions
Our operations include the following related party transactions (in thousands):
 Years Ended
December 31,
 202220212020
Total revenue from related parties$36,281 $16,038 $7,562 
Interest expense to related parties— — 2,513 
Bloom Energy Japan Limited
In May 2013, we entered into a joint venture with Softbank Corp. (“Softbank”), which was accounted for as an equity method investment. Under this arrangement, we sold Energy Servers and provided maintenance services to the joint venture. On July 1, 2021 (the “BEJ Closing Date”), we acquired Softbank’s 50% interest in the joint venture for a cash payment of $2.0 million and subject to a $3.6 million earn out. As of the BEJ Closing Date, Bloom Energy Japan Limited (“Bloom Energy Japan”) is no longer considered a related party.
For the years ended December 31, 2022, 2021 and 2020, we recognized related party total revenue of nil, $1.6 million and $3.4 million, respectively.
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 Server 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 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, 2022, 2021 and 2020, we recognized related party revenue of $36.3 million, $14.5 million and $4.2 million, respectively. As of December 31, 2022 and 2021, we had outstanding accounts receivable of $4.3 million and $4.4 million, respectively.
On October 23, 2021, we expanded our existing relationship with SK ecoplant. In connection with the execution of the strategic partnership, we entered into the SPA pursuant to which we agreed to sell and issue to SK ecoplant 10,000,000 shares of Series A Redeemable Convertible Preferred Stock. In addition, SK ecoplant acquired an option to acquire a variable number of shares of our Class A Common Stock and acquired certain rights and provisions relating to the arrangement under this strategic partnership.
For additional information, see Note 17 - SK ecoplant Strategic Investment.
Debt to Related Parties
We had no debt or convertible notes from investors considered to be related parties as of December 31, 2022 and 2021.
v3.22.4
Commitments and Contingencies
 12 Months Ended
Dec. 31, 2022
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 and to ensure 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 issue purchase orders to our component suppliers and third-party manufacturers that may not be cancellable. As of December 31, 2022 and December 31, 2021, 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 Energy Servers at certain levels of output and efficiency to its 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 contra service revenue in the consolidated statements of operations. We paid $12.1 million and $9.5 million for the years ended December 31, 2022 and 2021, respectively, for such performance guarantees.
Under the terms of the PPA I transaction, customers agreed to purchase power from our Energy Servers at negotiated rates, generally for periods of up to 15 years. We were responsible for all operating costs necessary to maintain, monitor and repair the Energy Servers, including the fuel necessary to operate the systems under PPA I. The risk associated with the future market price of fuel purchase obligations was mitigated with commodity contract futures which expired in March 2022. For additional information, see Note 5 - Fair Value.
Letters of Credit - In 2019, pursuant to the PPA II upgrade of Energy Servers, we agreed to indemnify our financing partner for losses that may be incurred in the event of certain regulatory, legal or legislative development and established a cash-collateralized LC facility for this purpose. There were no letters of credit or pledged funds associated with the PPA IIIa and PPA IV Upgrades. As of December 31, 2022, the balance of this cash-collateralized LC was $69.1 million, of which $40.6 million and $28.5 million is recognized as short-term and long-term restricted cash, respectively. As of December 31, 2021, the balance of this cash-collateralized LC was $99.4 million, of which $41.7 million and $57.7 million is recognized as short-term and long-term restricted cash, respectively.

Pledged Funds - In 2019, pursuant to the PPA IIIb upgrade of 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, 2022 and 2021, the balance of the long-term restricted cash fund was $6.7 million and $6.7 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 grant contains two types of milestones that we must complete to retain the entire amount of the grant proceeds. The first milestone was to provide employment for 900 full time workers in Delaware by the end of the first recapture period of September 30, 2017. The second milestone was to pay these full-time workers a cumulative total of $108.0 million in compensation by September 30, 2017. There are two additional recapture periods at which time we must continue to employ 900 full time workers and the cumulative total compensation paid by us is required to be at least $324.0 million by September 30, 2023. As of December 31, 2022 and 2021, we had 634 and 484 full time workers in Delaware and paid $251.2 million and $191.4 million in cumulative compensation, respectively. We have so far received $12.0 million of the grant, which is contingent upon meeting the milestones through September 30, 2023. In the event that we do not meet the milestones, we may have to repay the Delaware Economic Development Authority, up to an additional $2.5 million on September 30, 2023. We repaid $1.5 million and $1.0 million of the grant in 2017 and 2021, respectively. As of December 31, 2022 the grant became current and we have recorded $9.5 million in accrued expenses and other current liabilities for future repayments of this grant. As of December 31, 2021, we have recorded $9.5 million in other long-term liabilities for potential future repayments of this grant.
Investment Tax Credits - Our Energy Servers are eligible for federal ITCs that accrued to qualified property under Internal Revenue Code Section 48 when placed into service. However, the ITC program has operational criteria that extend for five years. If the energy property is disposed of or otherwise ceases to be qualified investment credit property before the close of the five-year recapture period is fulfilled, it could result in a partial reduction of the incentives. Energy Servers are purchased by the PPA Entities, other financial sponsors, or customers and, therefore, these parties bear the risk of repayment if the assets placed in service do not meet the ITC operational criteria in the future although in certain limited circumstances we do provide indemnification for such risk.
Legal Matters - We are involved in various legal proceedings that arise in the ordinary course of business. We review all legal matters at least quarterly and assess whether an accrual for loss contingencies needs to be recorded. We record an accrual for loss contingencies when management believes that it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Legal matters are subject to uncertainties and are inherently unpredictable, so the actual liability in any such matters may be materially different from our estimates. If an unfavorable resolution were to occur, there exists the possibility of a material adverse impact on our consolidated financial condition, results of operations or cash flows for the period in which the resolution occurs or on future periods.
In 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 of 1933, as amended (the “Securities Act”), for alleged misleading statements or omissions in our Registration Statement on Form S-1 filed with the SEC in connection with the IPO. Two related class action cases were subsequently filed in the Santa Clara County Superior Court against the same defendants containing the same allegations; Rodriquez vs Bloom Energy et al. was filed on April 22, 2019 and Evans vs Bloom Energy et al. was filed on May 7, 2019. These cases have been consolidated. Plaintiffs’ consolidated amended complaint was filed with the court on September 12, 2019. On October 4, 2019, defendants moved to stay the lawsuit pending the federal district court action discussed below. On December 7, 2019, the Superior Court issued an order staying the action through resolution of the parallel federal litigation mentioned below. We believe the complaint to be without merit and 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 will be funded entirely by our insurers. If the settlement becomes effective, it will 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. This settlement is conditioned on the execution of a definitive settlement agreement containing the foregoing terms and customary terms for class action settlements, and approval of the settlement by the court. If the court does not approve the settlement and all of its material terms, or the settlement does not otherwise become final or effective, proceedings in the action will continue.
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 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. Those claims are scheduled for hearing on April 28, 2023. Discovery is continuing on the constitutional claims. If we are unable to secure building permits for these customer installations in a timely fashion, our customers will terminate their contracts with us and select another energy provider. In addition, if we are no longer able to install our Energy Servers in Santa Clara under building permits, we may not be able to secure future customer bookings for installation in the City of Santa Clara.
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, 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. Activity in the arbitration has been held in abeyance awaiting the District Court’s determination on the motion to dismiss. The arbitrator has informed the parties that activities in the WIPO arbitration will remain dormant until Judge Gilstrap rules upon any objections filed with regard to the Magistrate’s report and recommendation. Discovery has commenced in the District Court action and the parties have exchanged discovery requests. The parties have commenced claim construction exchanges under the docket control order in preparation for a Markman hearing currently scheduled for May 11, 2023. Given that the cases are still in their early stages, we are unable to predict the ultimate outcome of the arbitration and district court action at this time, and accordingly are not able to estimate a range of reasonably possible losses.
v3.22.4
Segment Information
 12 Months Ended
Dec. 31, 2022
Risks and Uncertainties [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 purposes of allocating resources and evaluating financial performance. The CODM allocate resources and make operational decisions based on direct involvement with our operations and product development efforts. We are managed under a functionally-based organizational structure with the head of each function reporting to the Chief Executive Officer. The CODM assess performance, including incentive compensation, based upon consolidated operations performance and financial results on a consolidated basis. As such, we have a single operating unit structure and are a single reporting segment.
v3.22.4
Income Taxes
 12 Months Ended
Dec. 31, 2022
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,
202220212020
United States$(320,107)$(195,208)$(179,657)
Foreign6,118 2,885 826 
    Total$(313,989)$(192,323)$(178,831)
 The provision for income taxes is comprised of the following (in thousands):
Years Ended
December 31,
202220212020
  
Current:
Federal$— $— $— 
State374 107 21 
Foreign1,158 1,012 472 
Total current1,532 1,119 493 
Deferred:
Federal— — — 
State— — — 
Foreign(435)(73)(237)
Total deferred(435)(73)(237)
Total provision for income taxes$1,097 $1,046 $256 
A reconciliation of the U.S. federal statutory income tax rate to our effective tax rate is as follows (in thousands):
Years Ended
December 31,
202220212020
Tax at federal statutory rate$(65,922)$(40,387)$(37,552)
State taxes, net of federal effect374 107 21 
Impact on noncontrolling interest2,872 6,074 4,522 
Elimination of acquiree deferred taxes— 2,149 — 
Non-U.S. tax effect(387)412 78 
Nondeductible expenses and losses2,258 1,311 908 
Stock-based compensation7,019 5,307 5,956 
Loss on debt extinguishment— — 214 
U.S. tax on foreign earnings (GILTI)2,525 59 203 
(Gain) loss on SK Equity Transaction(3,932)2,292 — 
Acquisition contingent liability— (762)— 
Change in valuation allowance56,290 24,484 25,906 
Provision for income taxes$1,097 $1,046 $256 

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)%. For the year ended December 31, 2020, we recognized a provision for income taxes of $0.3 million on a pre-tax loss of $178.8 million, for an effective tax rate of (0.1)%. The effective tax rate for 2022, 2021 and 2020 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,
20222021
 
Tax credits and net operating loss carryforwards$558,779 $562,384 
Lease liabilities157,890 151,937 
Depreciation and amortization27,681 9,516 
Deferred revenue18,992 23,208 
Accruals and reserves21,084 14,524 
Research and development expenditures capitalization28,965 — 
Stock-based compensation22,675 20,138 
Disallowed Interest expenses29,159 26,730 
Investment in PPA entities4,354 — 
Other items - deferred tax assets1,519 1,528 
Gross deferred tax assets871,098 809,965 
Valuation allowance(758,242)(689,257)
Net deferred tax assets112,856 120,708 
Investment in PPA entities— (7,911)
Managed services - deferred costs(18,974)(20,935)
Right-of-use assets and leased assets(90,682)(89,165)
Other items - deferred tax liability(2,049)(1,742)
Gross deferred tax liabilities(111,705)(119,753)
Net deferred tax asset$1,151 $955 
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 $758.2 million and $689.3 million as of December 31, 2022 and 2021, respectively. The net change in the total valuation allowance for the years ended December 31, 2022 and 2021 was an increase of $69.0 million and a increase of $74.3 million, respectively.
At December 31, 2022, we had federal and California net operating loss carryforwards of $2.1 billion and $1.4 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 2025 - 2027$0.1 $— 
Expire in 2028 - 20320.7 0.6 
Expire beginning in 20330.9 0.8 
Carryforward indefinitely0.4 — 
Total$2.1 $1.4 

At December 31, 2021, we also had other state net operating loss carryforwards of $365.3 million, that will begin to expire in 2023. In addition, we had approximately $31.0 million of federal research credit, $6.6 million of federal investment tax credit, and $17.4 million of state research credit carryforwards.
The expiration of the federal and California credit carryforwards is summarized as follows (in millions):
FederalCalifornia
Expire in 2025 - 2027$3.1 $— 
Expire in 2028 - 20327.8 — 
Expire beginning in 203326.7 — 
Carryforward indefinitely— 17.4 
Total$37.6 $17.4 
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, 2022. 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, 2022, the amount of uncertain tax positions increased by $6.4 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,
202220212020
Unrecognized tax benefits beginning balance$42,010 $37,753 $34,480 
Gross (decrease) increase for tax positions of prior year(55)95 307 
Gross increase for tax positions of current year6,434 4,162 2,966 
Unrecognized tax benefits end balance$48,389 $42,010 $37,753 
If fully recognized in the future, there would be no impact to the effective tax rate, and $44.7 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, 2022 and 2021.
We are subject to taxation in the United States and various states and foreign jurisdictions. We currently have an income tax examination in progress, and we believe that adequate amounts have been reserved. 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.
The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted in the United States on March 27, 2020. The CARES Act includes several U.S. income tax provisions related to, among other things, net operating loss carrybacks, alternative minimum tax credits, modifications to the net interest deduction limitations, and technical amendments regarding the income tax depreciation of qualified improvement property placed in service after December 31, 2017. The CARES Act did not have a material impact on our financial results for the year ended December 31, 2022 and 2021.
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 the Company’s financial statements for the years ended December 31, 2022 and 2021, but we are currently assessing the impact of the production and tax credit-related IRA provisions on our business for future periods.
Our accumulated undistributed foreign earnings as of December 31, 2022 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.
v3.22.4
Net Loss per Share Available to Common Stockholders
 12 Months Ended
Dec. 31, 2022
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.
Net loss per share (diluted) is computed by using the if-converted method when calculating the potentially dilutive effect, if any, of our convertible notes. 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,
 202220212020
Numerator:
Net loss available to Class A and Class B common stockholders$(301,708)$(164,473)$(157,574)
Denominator:
Weighted average shares of common stock, basic and diluted185,907 173,438 138,722 
Net loss per share available to Class A and Class B common stockholders, basic and diluted$(1.62)$(0.95)$(1.14)
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,
 202220212020
 
Convertible notes14,187 14,187 29,729 
Redeemable convertible preferred stock8,521 82 — 
Stock options and awards5,683 7,018 6,109 
28,391 21,287 35,838 
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 (see Note 5 - Fair Value), there were an additional 13,491,701 common stock equivalents that were excluded from the table above.
v3.22.4
SK ecoplant Strategic Investment
 12 Months Ended
Dec. 31, 2022
Equity Method Investments and Joint Ventures [Abstract]  
SK ecoplant Strategic Investment SK ecoplant Strategic InvestmentIn October 2021, we expanded our existing relationship with SK ecoplant. As part of this arrangement, we amended the previous Preferred Distribution Agreement (“PDA”) and Joint Venture Agreement (“JVA”) with SK ecoplant. The restated PDA establishes SK ecoplant’s purchase commitments for our Energy Servers for the next three years 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.
The following are the aggregate carrying values of the Korean join venture’s assets and liabilities in our consolidated balance sheets, after eliminations of intercompany transactions and balances, as of December 31, 2022 and 2021 (in thousands):
December 31,
20222021
Assets
Current assets:
Cash and cash equivalents$2,591 $2,955 
Accounts receivable42574362
Inventories13,412 4,363 
Prepaid expenses and other current assets2,645 99 
Total current assets22,905 11,779 
Property and equipment, net1,141 1,101 
Operating lease right-of-use assets2,390 569 
Other long-term assets47 231 
Total assets$26,483 $13,680 
Liabilities
Current liabilities:
Accounts payable$5,607 $3,006 
Accrued expenses and other current liabilities1,355 567 
Deferred revenue and customer deposits2 475 
Operating lease liabilities393 175 
Total current liabilities7,357 4,223 
Operating lease liabilities2,000 402 
Total liabilities$9,357 $4,625 
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.
Simultaneous with the execution of the above agreements, we entered into a SPA pursuant to which we agreed to sell and issue to SK ecoplant 10,000,000 shares of Series A RCPS, par value $0.0001 per share, 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 RCPS was completed and we issued the 10,000,000 shares of RCPS (the “Initial Investment”).
We determined the fair value of the RCPS on the date of issuance thereof to be $218.0 million. We determined that the sale of the RCPS should be recorded at fair value. Accordingly, we allocated the excess of the cash proceeds received of $255.0 million plus the change in fair value of the RCPS between October 23, 2021, and December 29, 2021, of $9.7 million, over the fair value of the 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 will be recognized as revenue over the take or pay period based on an estimate of the revenue we expect to receive under the PDA. Accordingly, during the year ended December 31, 2022 and 2021, we recognized Product Revenue of $9.6 million and $2.8 million, respectively, in connection with this arrangement. The unrecognized amount of $24.6 million and $34.2 million included $10.0 million and $7.8 million in current deferred revenue and customer deposits and $14.6 million and $26.4 million in non-current deferred revenue and customer deposits on the consolidated balance sheet as of December 31, 2022 and 2021, respectively.
As of December 31, 2021, the RCPS has been presented outside of permanent equity in the mezzanine section of the consolidated balance sheets because there are certain redemption provisions upon liquidation, dissolution, or deemed liquidation events (which include a change in control and the sale or other disposition of all or substantially all of our assets), which are considered contingent redemption provisions that are not solely within our control.
We incurred transaction costs of $9.8 million in connection with this arrangement. We allocated the transaction costs between the RCPS, and the Option based on their relative fair values. Accordingly, an amount of $9.4 million is set off against the carrying amount of the RCPS with the balance of $0.4 million included in other income (expense), net in our consolidated statements of operations.
On November 8, 2022, each share of RCPS was converted into 10,000,000 shares of Class A Common Stock.
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”). The number of shares SK ecoplant may acquire under the Option (the “Option Shares”) is calculated as the lesser of (i) 11,000,000 shares of Class A Common Stock plus the number of shares of Class A Common Stock that SK ecoplant must hold to become our largest shareholder by no less than 1% of our issued and outstanding capital stock as of the issuance date of the Option Shares; and (ii) 15% of our issued and outstanding capital stock as of the issuance date of the Option Shares. The exercise price of the Option is calculated as the higher of (i) $23.00 per share and (ii) 115% of the volume-weighted average closing price of the 20 consecutive trading day period immediately preceding the exercise of 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 as of November 30, 2023.
PDA, JVA, CCA and the SPA entered into with SK ecoplant concurrently should be 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. Upon receipt of SK’s notice the purchase price and the number of shares of Class A Common Stock that SK will purchase under the Option were fixed. The payment for the Second Tranche Shares was agreed to be due the later of (i) December 6, 2022 and (ii) upon clearance under the HSR of the sale of the Second Tranche Shares as contemplated by the Second Tranche Exercise Notice. The Option was fair valued as of the notice date at $4.2 million, and gain on revaluation of $9.0 million was recorded under other income (expense), 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.
HSR approval was received in November 2022. On December 6, 2022, SK and Bloom mutually agreed to delay the Second Closing Date for the purchase of the 13,491,701 shares of Class A Common Stock of the Issuer until March 31, 2023, unless an earlier date is mutually agreed upon and subject to and assuming the satisfaction of applicable regulatory clearance. The mutual agreement to modify the Second Closing Date did not change the accounting or valuation of the equity-classified forward recorded.
v3.22.4
Subsequent Events
 12 Months Ended
Dec. 31, 2022
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events There have been no 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.
v3.22.4
Summary of Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2022
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 United States (“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 entity (“VIEs”), which we refer to as a tax equity partnership (each such VIE, also referred to as our power purchase agreement PPA Entity) and a joint venture in the Republic of Korea (“Korea JV”). This approach focuses on determining whether we have the power to direct those activities of the PPA Entity and the Korea JV that most significantly affect their economic performance and whether we have the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the PPA Entity and the Korea JV. For all periods presented, we have determined that we are the primary beneficiary in all of our operational PPA Entity and the Korea JV, as discussed in Note 11 - Portfolio Financings and Note 17 - SK ecoplant Strategic Investment, respectively. We evaluate our relationships with the PPA Entity and the Korea JV on an ongoing basis to ensure that we continue to be the primary beneficiary. All intercompany transactions and balances have been eliminated upon consolidation.
The sale of an operating company with a portfolio of PPAs in which we do not have an equity interest is called a “Third-Party PPA.” We have determined that, although these entities are VIEs, we do not have the power to direct those activities of the Third-Party PPAs that most significantly affect their economic performance. We also do not have the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the Third-Party PPAs. Because we are not the primary beneficiary of these activities, we do not consolidate Third-Party PPAs.
Business Combinations
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, including material rights estimates, inventory valuation, specifically excess and obsolescence provisions for obsolete or unsellable inventory and, in relation to property, plant and equipment (specifically Energy Servers), assumptions relating to economic useful lives and impairment assessments.
Other accounting estimates include variable consideration relating to product performance guaranties, lease and non-lease components and related financing obligations such as incremental borrowing rates, estimated output, efficiency and residual value of the Energy Servers, product performance warranties and guaranties and extended maintenance, derivative valuations, estimates for recapture of the U.S. Investment Tax Credit (“ITC”) and similar federal tax benefits, estimates relating to contractual indemnities provisions, estimates for income taxes and deferred tax asset valuation allowances, stock-based compensation expense and estimates of fair value of preferred stock and equity and non-equity items in relation to the SK ecoplant strategic investment. 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 (as defined below). We offer our customers several ways to finance their use of a Bloom Energy Server. Customers, including some of our international channel providers and Third Party PPAs, may choose to purchase our Energy Servers outright. Customers may also enter into contracts with us for the purchase of electricity generated by our Energy Servers (a “Managed Services Agreement”), which is then financed through one of our financing partners (“Managed Services Financings”), or as a traditional lease. Finally, customers may purchase electricity through our PPA Entities (“Portfolio Financings”).
Revenue Recognition under ASC 606 Revenue from Contracts with Customers
In applying Accounting Standards Codification 606, Revenue from Contracts with Customers, revenue is recognized by following a five-step process:
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.
Identify the performance obligations in the contract. Performance obligations are identified in our contracts and primarily include transferring control of an Energy Server, installation of Energy Servers, providing maintenance services and maintenance services renewal options which, in certain situations, provide customers with material rights.
Determine the transaction price. The purchase price stated in an agreed-upon purchase order or contract is generally representative of the transaction price. When determining the transaction price, we consider the effects of any variable consideration, which include performance guarantees that may be payable to our customers.
Allocate the transaction price to the performance obligations in the contract. The transaction price in a contract is allocated based upon the relative standalone selling price of each distinct performance obligation identified in the contract.
Recognize revenue when (or as) we satisfy a performance obligation. We satisfy performance obligations either over time or at a point in time as discussed in further detail below. Revenue is recognized at the time the related performance obligation is satisfied by transferring control of the promised products or services to a customer.
We sometimes combine contracts governing the sale and installation of an Energy Server with the related maintenance services contracts and account for them as a single contract at contract inception to the extent the contracts are with the same customer. These contracts are not combined when the customer for the sale and installation of the Energy Server is different to the maintenance services contract customer. We also assess whether any contract terms including default provisions, put or call options result in components of our contracts being accounted for as financing or leasing transactions outside of the scope of ASC 606.
Most of our contracts contain performance obligations with a combination of our Energy Server product, installation and maintenance services. For these performance obligations, we allocate the total transaction price to each performance obligation based on the relative standalone selling price. Our maintenance services contracts are typically subject to renewal by customers on an annual basis. We assess these maintenance services renewal options at contract inception to determine whether they provide customers with material rights that give rise to separate performance obligations.
The total transaction price is determined based on the total consideration specified in the contract, including variable consideration in the form of a performance guaranty payment that represents potential amounts payable to customers. The expected value method is generally used when estimating variable consideration, which typically reduces the total transaction price due to the nature of the performance obligations to which the variable consideration relates. These estimates reflect our historical experience and current contractual requirements which cap the maximum amount that may be paid. The expected value method requires judgment and considers multiple factors that may vary over time depending upon the unique facts and circumstances related to each performance obligation. Depending on the facts and circumstances, a change in variable consideration estimate will either be accounted for at the contract level or using the portfolio method.
We exclude from the transaction price all taxes assessed by governmental authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers. Accordingly, such tax amounts are not included as a component of net sales or cost of sales. These tax amounts are recorded in cost of electricity revenue, cost of service revenue, and general and administrative operating expenses.
We allocate the transaction price to each distinct performance obligation based on relative standalone selling prices. Given that we typically sell an Energy Server 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 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 the customer obtains control of the Energy Server. For certain instances, control of the installations is transferred to the customer 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 customers for shipping and handling activities are considered contract fulfillment activities and not a separate performance obligation of the contract. Shipping and handling costs are recorded within cost of revenue.
The following is a description of the principal activities from which we generate revenue. Our four revenue streams are classified as follows:
Product Revenue - All of our product revenue is generated from the sale of our Energy Servers to direct purchase customers, including financing partners on Third-Party PPAs and sale-and-leaseback transactions, 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, or when the system is shipped and delivered and is turned on and producing power.
Under our traditional lease financing option, we sell our Energy Servers through a direct sale to a financing partner who, in turn, leases the Energy Servers to the customer under a lease agreement. With our sales to our international channel providers, our international channel providers typically sell the Energy Servers to, or sometimes provide a PPA to, an end customer. In both traditional lease and international channel providers transactions, we contract directly with the end customer to provide extended maintenance services after the end of the standard warranty period. As a result, since the customer that purchases the server is a different and unrelated party to the customer that purchases extended warranty services, the product and maintenance services contract are not combined.
Installation Revenue - Nearly all of our installation revenue relates to the installation of Energy Servers sold to customers as part of a direct purchase and to financing parties as part of a traditional lease or Portfolio Financing. Generally, we recognize installation revenue when the system is physically ready for startup and commissioning, or when the system is turned on and producing power. For instances when control for installation services is transferred over time, we use an input measure of progress to determine the amount of revenue to recognize during each reporting period based on the costs incurred to satisfy the performance obligation.
Payments received from customers are recorded within deferred revenue and customer deposits in the 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 maintenance services agreements. As part of our initial contract with customers for the sale and installation of our Energy Servers, we typically provide a standard one-year warranty which covers defects in materials and workmanship and manufacturing or performance conditions under normal use and service for the first year following commencement of operations. As part of this standard first-year warranty, we also monitor the operations of the underlying systems and provide output and efficiency guaranties. We have determined that this standard first-year warranty is a distinct performance obligation - being a promise to stand-ready to maintain the Energy Servers when and if required during the first year following installation. We also sell to our customers extended annual maintenance services that effectively extend the standard first-year warranty coverage at the customer’s option. These customers generally have an option to renew or cancel the extended maintenance services on an annual basis and nearly every customer has renewed historically. Similar to the standard first-year warranty, the optional extended annual maintenance services are considered a distinct performance obligation – being a promise to stand-ready to maintain the Energy Servers when and if required during the renewal service year.
Given our customers’ renewal history, we anticipate that most of them will continue to renew their maintenance services agreements each year for the period of their expected use of the Energy Server. The contractual renewal price may be less than the standalone selling price of the maintenance services and consequently the contract renewal option may provide the customer with a material right. We estimate the standalone selling price for customer renewal options that give rise to material rights using the practical alternative by reference to optional maintenance services renewal periods expected to be provided and the corresponding expected consideration for these services. This reflects the fact that our additional performance obligations in any contractual renewal period are consistent with the services provided under the standard first-year warranty. Where we have determined that a customer has a material right as a result of their contract renewal option, we recognize that portion of the transaction price allocated to the material right over the period in which such rights are exercised.
Payments from customers for the extended maintenance contracts are generally received at the beginning of each service year. Accordingly, the customer payment received is recorded as a customer deposit and revenue is recognized over the related service period as the services are performed.
Electricity Revenue - We sell electricity produced by our Energy Servers owned directly by us or by our consolidated PPA Entities. Our PPA Entities purchase Energy Servers from us and sell electricity produced by these systems to customers through long-term PPAs. Customers are required to purchase all of the electricity produced by those Energy Servers at agreed-upon rates over the course of the PPAs’ contractual term.
In addition, in certain Managed Services Financings pursuant to which we are party to a Managed Services Agreement with a customer in a sale-leaseback-sublease arrangement, we may recognize electricity revenue. We first determine whether the Energy Servers under the sale-leaseback arrangement of a Managed Services Financing were “integral equipment.” As the Energy Servers were determined not to be integral equipment, we determine if the leaseback was classified as a financing lease or an operating lease.
We adopted ASC 842, Leases (“ASC 842”), with effect from January 1, 2020. Managed Services Financings entered prior to June 30, 2021, were accounted as failed sale-and-leaseback transactions because some financing agreements included repurchase option which prevented the transfer of control of the systems to the financier. Additionally, some of our leaseback agreements with financiers did not meet the criteria of operating leases that resulted in failed sale-and-leaseback transactions. We also determined that the sub-lease arrangements under the Managed Services Agreements with the customer are not within the scope of ASC 842 because the customer does not have the right to control the use of the underlying assets (i.e., the Energy Servers). Accordingly, such agreements are accounted for under ASC 606. Under ASC 606, we recognize customer payments for electricity as electricity revenue.
The transition guidance associated with ASC 842 also permitted certain practical expedients. We elected the practical expedient, which allowed us to carryforward certain aspects of our historical lease accounting under ASC 840 for leases that commenced before the effective date, including not to reassess (i) whether any expired or existing contracts are or contain leases, (ii) lease classification for any expired or existing leases, and (iii) initial direct costs for any existing leases. We also elected the practical expedient to not separate non-lease and lease components and instead account for them as a single lease component for all classes of underlying assets. Lastly, for all classes of underlying assets, we elected to adopt an accounting policy for which we will not record on our consolidated balance sheets leases whose terms are 12 months or less. Instead, these lease payments are recognized in profit or loss on a straight-line basis over the lease term.
During the second half of fiscal 2021 and 2022, we completed several successful sale-and-lease back 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 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. 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 a lease liability for the Energy Server leaseback obligation based on the present value of the future payments to the financier that are attributed to the Energy Server leaseback using our incremental borrowing rate. We also record a right-of-use asset, which is amortized over the term of the leaseback, and is included as a cost of electricity revenue on the consolidated statements of operations.
For certain sale-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 a financing obligation.
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 Third-Party PPAs, international channel providers and traditional lease customers. It includes costs paid to our materials suppliers, direct labor, manufacturing and other overhead costs, shipping costs, provisions for excess and obsolete inventory and the depreciation costs of our equipment. For Energy Servers sold to customers pending installation, we provide warranty reserves as a part of product costs for the period from transfer of control of Energy Servers to commencement of operations.
Cost of Installation Revenue - Cost of installation revenue primarily consists of the costs to install our Energy Servers that we sell to direct purchase, including financing partners on Third-Party PPAs and traditional lease customers. It includes cost of materials and service providers, personnel costs, shipping costs and allocated costs.
Cost of Service Revenue - Cost of service revenue consists of costs incurred under maintenance service contracts for all customers. It includes personnel costs for our customer support organization, certain allocated costs, and extended maintenance-related product repair and replacement costs.
Cost of Electricity Revenue - Cost of electricity revenue primarily consists of the depreciation of the cost of the Energy Servers owned by us or the consolidated PPA Entities. The cost of electricity revenue is generally recognized over the term of the Managed Services Agreement or customer’s PPA contract.
Revenue Recognized from Portfolio Financings Through PPA Entities
Revenue Recognized from Portfolio Financings Through PPA Entities (See Note 11 - Portfolio Financings)
In 2010, we began selling our Energy Servers to tax equity partnerships in which we held an equity interest as a managing member, or a PPA Entity. 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 June 2022 and November 2022, we completed the repowering of PPA IIIa and PPA IV, respectively. Please refer to Note 11 - Portfolio Financings for details.
Sales-type Leases - Certain Portfolio Financings with PPA Entities entered into prior to our adoption of ASC 842 qualified as sales-type leases in accordance with ASC 840. The classification for such arrangements were carried over and accounted for as sales-type leases under ASC 842.
As the Portfolio Financings through PPA Entities entered into prior to our adoption of ASC 842 contain a lease, the consideration received is allocated between the lease elements (lease of property and related executory costs) and non-lease elements (other products and services, excluding any derivatives) based on relative fair value. Lease elements include the leased system and the related executory costs (i.e. installation of the system, electricity generated by the system, maintenance costs). Non-lease elements include service, fuel and interest related to the leased systems.
Service revenue is recognized over the term of the PPA as electricity is generated. For those transactions that contain a lease, the interest component related to the leased system is recognized as interest revenue over the life of the lease term. The customer has the option to purchase the Energy Servers at the then fair market value at the end of the PPA contract term.
Service revenue related to sales-type leases of $0.4 million, $2.3 million and $2.3 million for the years ended December 31, 2022, 2021 and 2020, respectively, is included in service revenue in the consolidated statements of operations. We have not entered into any new Portfolio Financing arrangements through PPA Entities during the last three years.
Operating Leases - Certain Portfolio Financings with PPA Entities entered into prior to the adoption of ASC 842 that were deemed leases in substance but did not meet the criteria of sales-type leases or direct financing leases in accordance with ASC 840, were accounted for as operating leases. The classification for such arrangements were carried over and accounted for as operating leases under ASC 842. Revenue under these arrangements is recognized as electricity sales and service revenue and is provided to the customer at rates specified under the PPAs. During the years ended December 31, 2022, 2021 and 2020, revenue from electricity sales from these Portfolio Financings with PPA Entities amounted to $25.9 million, $28.6 million and $27.7 million, respectively. During the years ended December 31, 2022, 2021 and 2020, service revenue amounted to $13.1 million, $14.6 million, and $13.8 million, respectively.
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 Agreements 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 Server operates 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 Server. 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 generally 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 TaxesWe 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. We did not incur any material advertising or promotion expenses during the years ended December 31, 2022 and 2021.
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.
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.
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 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 expense is recorded in the consolidated statements of operations based on the employees’ respective function. 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 10 - Stock-Based Compensation and Employee Benefit Plans for further discussion of our stock-based compensation arrangements.
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 Class A and Class B common stockholders, unrealized loss on available-for-sale securities, 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 Measurements and Disclosures (“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 2Inputs 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. Financial liabilities utilizing Level 2 inputs are represented by SK ecoplant option to acquire a variable number of shares of Class A common stock and its valuation is performed with the help of a Monte Carlo simulation model using a stochastic volatility parameter, which is calibrated and considers the observable implied volatility, the stock price of our Class A Common Stock and market interest rates.
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, Third Party PPA 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, Third Party PPA 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 income (loss) on the consolidated balance sheets. 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.
Customer Financing Receivables Customer Financing Receivables - The contractual terms of our customer financing receivables are primarily contained within the PPA Entities’ customer lease agreements. Leases entered into prior to our adoption of ASC 842 carried over their classification as either operating or sales-type leases in accordance with the relevant accounting guidelines. Customer financing receivables were generated by Energy Servers leased to PPA Entities’ customers in leasing arrangements that qualified and continue to be accounted for as sales-type leases. Customer financing receivables for such arrangements represent the gross minimum lease payments to be received from customers and the system’s estimated residual value, net of unearned income and allowance for estimated losses. Initial direct costs for such sales-type leases continued to be recognized as cost of revenue when the Energy Servers were placed in service.We record a reserve for credit losses related to the collectability of customer financing receivables using the historical aging of the customer receivable balance. The collectability is determined based on past events, including historical experience, customer credit rating, as well as current market conditions. We monitor customer ratings and collectability on an on-going basis. Account balances are charged off against the credit loss reserve, when needed, after all means of collection have been exhausted and the potential for recovery is considered remote.
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 the 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 to 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. 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 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.
Redeemable Convertible Preferred Stock Redeemable Convertible Preferred Stock - We issued RCPS on December 29, 2021 that was recorded as mezzanine equity on our consolidated balance sheets because there are certain redemption provisions upon liquidation, dissolution, or deemed liquidation events (which include a change in control and the sale or other disposition of all or substantially all of our assets), which are considered contingent redemption provisions that are not solely within our control. We recorded the RCPS at fair value upon issuance, net of any issuance costs.
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.
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.
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. 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 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 in our consolidated statements of operations.
The reporting currency for these consolidated financial statements is U.S. dollar.
Accounting Guidance Not Yet Adopted
Accounting Guidance Not Yet Adopted
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, Revenue from Contracts with Customers, as if it had originated the contracts. This approach differs from the current requirement to measure contract assets and contract liabilities acquired in a business combination at fair value. ASU 2021-08 is 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.
v3.22.4
Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2022
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,
 20222021
   
Energy Servers$538,912 $674,799 
Machinery and equipment145,555 110,600 
Leasehold improvements104,528 52,936 
Construction-in-progress72,174 43,544 
Buildings49,240 48,934 
Computers, software and hardware24,608 21,276 
Furniture and fixtures9,581 8,607 
944,598 960,696 
Less: accumulated depreciation(344,184)(356,590)
$600,414 $604,106 
v3.22.4
Revenue Recognition (Tables)
 12 Months Ended
Dec. 31, 2022
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,
 20222021
Accounts receivable$250,995 $87,788 
Contract assets46,727 25,201 
Customer deposits121,085 64,809 
Deferred revenue 94,355 115,476 
Years Ended
December 31,
20222021
Beginning balance$25,201 $3,327 
Transferred to accounts receivable from contract assets recognized at the beginning of the period(20,250)(1,198)
Revenue recognized and not billed as of the end of the period41,776 23,072 
Ending balance$46,727 $25,201 
Deferred revenue activity, including deferred incentive revenue activity, during the years ended December 31, 2022 and 2021 consisted of the following (in thousands):
Years Ended
December 31,
20222021
Beginning balance$115,476 $135,578 
Additions1,001,404 916,604 
Revenue recognized(1,022,525)(936,706)
Ending balance$94,355 $115,476 
Schedule of Disaggregation of Revenue
We disaggregate revenue from contracts with customers into four revenue categories: product, installation, services and electricity (in thousands):
Years Ended
December 31,
202220212020
Revenue from contracts with customers:
Product revenue$880,664 $663,512 $518,633 
Installation revenue92,120 96,059 101,887 
Services revenue150,954 144,184 109,633 
Electricity revenue11,608 3,103 1,071 
Total revenue from contract with customers1,135,346 906,858 731,224 
Revenue from contracts that contain leases:
Electricity revenue63,779 65,318 63,023 
Total revenue$1,199,125 $972,176 $794,247 
v3.22.4
Financial Instruments (Tables)
 12 Months Ended
Dec. 31, 2022
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,
 20222021
As Held:
Cash$226,463 $318,080 
Money market funds291,903 297,034 
$518,366 $615,114 
As Reported:
Cash and cash equivalents$348,498 $396,035 
Restricted cash169,868 219,079 
$518,366 $615,114 
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,
 20222021
As Held:
Cash$226,463 $318,080 
Money market funds291,903 297,034 
$518,366 $615,114 
As Reported:
Cash and cash equivalents$348,498 $396,035 
Restricted cash169,868 219,079 
$518,366 $615,114 

Restricted cash consisted of the following (in thousands):
December 31,
 20222021
Current:  
Restricted cash$50,965 $89,462 
Restricted cash related to PPA Entities1
550 3,078 
51,515 92,540 
Non-current:
Restricted cash110,353 103,300 
Restricted cash related to PPA Entities1
8,000 23,239 
118,353 126,539 
$169,868 $219,079 

1 We have VIEs related to PPAs that represent a portion of the consolidated balances recorded within the “restricted cash” and other financial statement line items in the consolidated balance sheets (see Note 11 - Portfolio Financings). In addition, the restricted cash held in the PPA II and PPA IIIb entities as of December 31, 2022, includes $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. The restricted cash held in the PPA II and PPA IIIb entities as of December 31, 2021, includes $41.7 million and $1.2 million of current restricted cash, respectively, and $57.7 million and $6.7 million of non-current restricted cash, respectively. These entities are not considered VIEs.
v3.22.4
Fair Value (Tables)
 12 Months Ended
Dec. 31, 2022
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, 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 

 Fair Value Measured at Reporting Date Using
December 31, 2021Level 1Level 2Level 3Total
Assets
Cash equivalents:
Money market funds$297,034 $— $— $297,034 
$297,034 $— $— $297,034 
Liabilities
Derivatives:
Option to acquire a variable number of shares of Class A Common Stock$— $13,200 $— $13,200 
Embedded EPP derivatives— — 6,461 $6,461 
$— $13,200 $6,461 $19,661 
Schedule of Natural Gas Forward Contracts
The following table provides the number and fair value of our natural gas fixed price forward contracts (in thousands):
 December 31, 2022December 31, 2021
 
Number of
Contracts
(MMBTU)²
Fair
Value		Number of
Contracts
(MMBTU)²		Fair
Value
   
Liabilities¹:
Natural gas fixed price forward contracts (not under hedging relationships)— $— 88 $— 
¹ Recorded in current liabilities and derivative liabilities in the consolidated balance sheets.
² One MMBTU is a traditional unit of energy used to describe the heat value (energy content) of fuels.
Schedule of Change in Level 3 Financial Liabilities For the years ended December 31, 2022, 2021 and 2020 we recorded the fair value of the embedded EPP derivatives with no material unrealized gains or losses recorded in either of the three years ended December 31, 2022, 2021 and 2020 in our consolidated statements of operations.
Natural
Gas
Fixed Price
Forward
Contracts		Embedded EPP Derivative LiabilityTotal
Liabilities at December 31, 2020$2,574 $5,542 $8,116 
Changes in fair value(2,574)919 (1,655)
Liabilities at December 31, 2021— 6,461 6,461 
Changes in fair value— (566)(566)
Liabilities at December 31, 2022
$— $5,895 $5,895 
Schedule of Fair Values and Carrying Values of Customer Receivables and Debt Instruments The following table presents the estimated fair values and carrying values of customer receivables and debt instruments (in thousands):
 December 31, 2022December 31, 2021
 Net Carrying
Value		Fair ValueNet Carrying
Value		Fair Value
   
 Customer receivables
Customer financing receivables$— $— $45,269 $38,334 
Debt instruments
Recourse:
10.25% Senior Secured Notes due March 2027
60,960 60,472 68,968 72,573 
2.5% Green Convertible Senior Notes due August 2025
224,832 309,488 222,863 356,822 
Non-recourse:
7.5% Term Loan due September 2028
— — 29,006 35,669 
6.07% Senior Secured Notes due March 2030
— — 73,262 83,251 
3.04% Senior Secured Notes due June 2031
125,787 117,028 132,631 137,983 
v3.22.4
Balance Sheet Components (Tables)
 12 Months Ended
Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Schedule of Inventory
The components of inventory consist of the following (in thousands):
December 31,
 20222021
Raw materials$165,446 $80,809 
Work-in-progress44,660 31,893 
Finished goods58,288 30,668 
$268,394 $143,370 
Schedule of Prepaid Expense and Other Current Assets
Prepaid expenses and other current assets consist of the following (in thousands):
December 31,
 20222021
   
Receivables from employees$6,553 $5,463 
Prepaid workers compensation5,536 5,330 
Prepaid Managed Services4,405 2,480 
Prepaid hardware and software maintenance4,290 3,494 
Tax receivables3,676 1,518 
Deposits made1,409 817 
Prepaid deferred commissions1,002 724 
Other prepaid expenses and other current assets16,772 10,835 
$43,643 $30,661 
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,
 20222021
   
Energy Servers$538,912 $674,799 
Machinery and equipment145,555 110,600 
Leasehold improvements104,528 52,936 
Construction-in-progress72,174 43,544 
Buildings49,240 48,934 
Computers, software and hardware24,608 21,276 
Furniture and fixtures9,581 8,607 
944,598 960,696 
Less: accumulated depreciation(344,184)(356,590)
$600,414 $604,106 
Schedule of Other Long-Term Assets
Other long-term assets consist of the following (in thousands):
December 31,
20222021
   
Deferred commissions$8,320 $7,569 
Long-term lease receivable8,076 7,953 
Prepaid insurance4,047 9,534 
Deposits made2,672 1,923 
Prepaid Managed Services2,373 3,010 
Deferred tax asset1,151 955 
Investments in subsidiaries— 1,819 
Prepaid and other long-term assets13,566 8,310 
$40,205 $41,073 
Schedule of Accrued Warranty
Accrued warranty liabilities consist of the following (in thousands):
December 31,
 20222021
   
Product performance$16,901 $10,785 
Product warranty431 961 
$17,332 $11,746 
Changes in the product warranty and product performance liabilities were as follows (in thousands):
Balances at December 31, 2020$10,154 
Accrued warranty, net 11,049 
Warranty expenditures during the year(9,457)
Balances at December 31, 2021$11,746 
Accrued warranty, net17,719 
Warranty expenditures during the year(12,133)
Balances at December 31, 2022$17,332 
Schedule of Accrued Other Current Liabilities
Accrued expenses and other current liabilities consist of the following (in thousands):
December 31,
 20222021
   
Compensation and benefits$48,156 $38,222 
General invoice and purchase order accruals44,010 23,706 
Delaware grant9,495 — 
Accrued installation7,905 13,968 
Sales-related liabilities7,147 6,040 
Sales tax liabilities6,172 1,491 
PPA IV Upgrade financing obligations6,076 — 
Accrued legal expenses4,403 1,765 
Interest payable3,128 2,159 
Current portion of derivative liabilities2,596 6,059 
Accrued consulting expenses1,390 1,731 
Provision for income tax1,140 479 
Finance lease liability1,024 863 
Option to acquire a variable number of shares of Class A Common Stock— 13,200 
Other1,541 4,455 
$144,183 $114,138 
v3.22.4
Outstanding Loans and Security Agreements (Tables)
 12 Months Ended
Dec. 31, 2022
Debt Disclosure [Abstract]  
Schedule of Debt
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 DatesEntityRecourse
 CurrentLong-
Term		Total
10.25% Senior Secured Notes due March 2027
$61,653 $12,716 $48,244 $60,960 10.25%March 2027CompanyYes
2.5% Green Convertible Senior Notes due August 2025
230,000 — 224,832 224,832 2.5%August 2025CompanyYes
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 VNo
Total non-recourse debt127,430 13,307 112,480 125,787 
Total debt$419,083 $26,023 $385,556 $411,579 

The following is a summary of our debt as of December 31, 2021 (in thousands, except percentage data):
 Unpaid
Principal
Balance		Net Carrying ValueInterest
Rate		Maturity DatesEntityRecourse
 CurrentLong-
Term		Total
10.25% Senior Secured Notes due March 2027
$70,000 $8,348 $60,620 $68,968 10.25%March 2027CompanyYes
2.5% Green Convertible Senior Notes due August 2025
230,000 — 222,863 222,863 2.5%August 2025CompanyYes
Total recourse debt300,000 8,348 283,483 291,831 
3.04% Senior Secured Notes due June 30, 2031
134,644 9,376 123,255 132,631 3.04%June 2031PPA VNo
7.5% Term Loan due September 2028
31,070 3,436 25,570 29,006 7.5%September 
2028		PPA IIIaNo
6.07% Senior Secured Notes due March 2030
73,955 4,671 68,591 73,262 6.07%March 2030PPA IVNo
Total non-recourse debt239,669 17,483 217,416 234,899 
Total debt$539,669 $25,831 $500,899 $526,730 
Schedule of Repayment and Interest Expense
The following table presents details of our outstanding loan principal repayment schedule as of December 31, 2022 (in thousands):
2023$26,023 
202425,428 
2025258,061 
202630,641 
202717,772 
Thereafter61,158 
$419,083 
v3.22.4
Derivative Financial Instruments (Tables)
 12 Months Ended
Dec. 31, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Schedule of Changes in Fair Value of Cash Flow Hedge Contracts The changes in fair value of the interest rate swaps designated as cash flow hedges and the amounts recognized in accumulated other comprehensive loss and in earnings were as follows during the year ended December 31, 2021 (in thousands):
Year Ended December 31,
 2021
Beginning balance$15,989 
Gain recognized in other comprehensive loss(2,714)
Amounts reclassified from other comprehensive loss to earnings(12,529)
Net gain recognized in other comprehensive loss(15,243)
Gain recognized in earnings(746)
Ending balance$— 
v3.22.4
Leases (Tables)
 12 Months Ended
Dec. 31, 2022
Leases [Abstract]  
Assets and Liabilities Leases
Operating and financing lease right-of-use assets and lease liabilities for facilities, Energy Servers, and vehicles as of December 31, 2022 and 2021 were as follows (in thousands):
Years Ended
December 31,
20222021
Operating Leases:
Operating lease right-of-use assets, net 1, 2
$126,955 $106,660 
Current operating lease liabilities(16,227)(13,101)
Non-current operating lease liabilities(132,363)(106,187)
Total operating lease liabilities$(148,590)$(119,288)
Finance Leases:
Finance lease right-of-use assets, net 2, 3, 4
$2,824 $2,944 
Current finance lease liabilities 5
(1,024)(863)
Non-current finance lease liabilities 6
(1,971)(2,157)
Total finance lease liabilities(2,995)(3,020)
Total lease liabilities$(151,585)$(122,308)

1 These assets primarily include leases for facilities, Energy Servers, and vehicles.
2 Net of accumulated amortization.
3 These assets primarily include leases for vehicles.
4 Included in property, plant and equipment, net in the 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.
Lease, Cost
The components of our facilities, Energy Servers, and vehicles’ lease costs for the years ended December 31, 2022, 2021, and 2020 were as follows (in thousands):
Years Ended
December 31,
202220212020
Operating lease costs$25,503 $15,850 $9,804 
Financing lease costs:
Amortization of right-of-use assets968 1,345 51 
Interest on lease liabilities220 349 16 
Total financing lease costs1,188 1,694 67 
Short-term lease costs974 407 613 
Total lease costs$27,665 $17,951 $10,484 
Weighted average remaining lease terms and discount rates for our facilities, Energy Servers and vehicles as of December 31, 2022 and 2021 were as follows:
December 31,
20222021
Weighted average remaining lease term:
Operating leases8.6 years8.9 years
Finance leases3.3 years3.5 years
Weighted average discount rate:
Operating leases10.3 %9.6 %
Finance leases6.9 %7.6 %
Finance Lease, Liability, Fiscal Year Maturity
Future lease payments under lease agreements for our facilities, Energy Servers and vehicles as of December 31, 2022 were as follows (in thousands):
Operating LeasesFinance Leases
2023$30,058 $1,250 
202426,145 1,076 
202526,879 590 
202626,743 371 
202725,442 180 
Thereafter95,980 11 
Total minimum lease payments231,247 3,478 
Less: amounts representing interest or imputed interest(82,657)(483)
Present value of lease liabilities$148,590 $2,995 
At December 31, 2022, future lease payments under the Managed Services Agreements financing obligations were as follows (in thousands):
Financing Obligations
2023$44,740 
202442,742 
202541,726 
202637,138 
202720,793 
Thereafter36,223 
Total minimum lease payments223,362 
Less: imputed interest(122,580)
Present value of net minimum lease payments100,782 
Less: current financing obligations(17,364)
Long-term financing obligations$83,418 
Lessee, Operating Lease, Liability, Maturity
Future lease payments under lease agreements for our facilities, Energy Servers and vehicles as of December 31, 2022 were as follows (in thousands):
Operating LeasesFinance Leases
2023$30,058 $1,250 
202426,145 1,076 
202526,879 590 
202626,743 371 
202725,442 180 
Thereafter95,980 11 
Total minimum lease payments231,247 3,478 
Less: amounts representing interest or imputed interest(82,657)(483)
Present value of lease liabilities$148,590 $2,995 
At December 31, 2022, future lease payments under the Managed Services Agreements financing obligations were as follows (in thousands):
Financing Obligations
2023$44,740 
202442,742 
202541,726 
202637,138 
202720,793 
Thereafter36,223 
Total minimum lease payments223,362 
Less: imputed interest(122,580)
Present value of net minimum lease payments100,782 
Less: current financing obligations(17,364)
Long-term financing obligations$83,418 
Sales-type Lease, Net Investment in Lease
The components of our aggregate net investment in sales-type leases under our Portfolio Financings through PPA entities consisted of the following (in thousands):
December 31,
2021
Lease payment receivables, net1
$44,378 
Estimated residual value of leased assets (unguaranteed)890 
Net investment in sales-type leases45,268 
Less: current portion(5,784)
Non-current portion of net investment in sales-type leases$39,484 
1 Net of current estimated credit losses of approximately $0.1 million as of December 31, 2021.
Lessor, Operating Lease, Payment to be Received, Fiscal Year Maturity
Future estimated operating lease payments we expect to receive from Portfolio Financing arrangements through PPA Entities as of December 31, 2022, were as follows (in thousands):
Operating Leases
202321,063 
202421,238 
202521,630 
202622,092 
202722,566 
Thereafter85,009 
Total minimum lease payments$193,598 
v3.22.4
Stock-Based Compensation and Employee Benefit Plans (Tables)
 12 Months Ended
Dec. 31, 2022
Compensation Related Costs [Abstract]  
Schedule of Weighted-Average Valuation Assumptions We used the following weighted-average assumptions in applying the Black-Scholes valuation model for determination of option valuation for options granted for the year ended December 31, 2020:
 Year Ended
December 31,
 2020
 
Risk-free interest rate
0.6%
Expected term (years)
6.6
Expected dividend yield—
Expected volatility
71.0%
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,
20222021
Risk-free interest rate
 3.1%-3.2%
0.1% - 2.8%
Expected term (years)
0.5 - 2.0
0.5 - 2.0
Expected dividend yield——
Expected volatility
 78.0%-88.9%
95.0% - 114.5%
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,
 202220212020
Cost of revenue$18,955 $13,811 $17,475 
Research and development33,956 20,274 19,037 
Sales and marketing18,651 17,085 10,997 
General and administrative42,404 24,962 26,384 
$113,966 $76,132 $73,893 
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, 202015,354,271 $21.27 
Exercised(3,460,364)23.05 
Forfeited(1,156,612)16.33 
Balances at December 31, 202110,737,295 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, 20228,748,309 20.70 4.640,532 
Vested and expected to vest at December 31, 20228,743,013 20.71 4.640,469 
Exercisable at December 31, 20228,636,644 20.86 4.639,296 
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, 202020,233,754 
Added to plan8,102,014 
Granted(6,475,536)
Cancelled/Forfeited2,778,276 
Expired(491,724)
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, 202228,340,641 
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, 20206,418,788 $13.71 
Granted6,475,536 25.82 
Vested(2,904,996)17.04 
Forfeited(1,621,664)20.97 
Unvested Balance at December 31, 20218,367,664 $20.52 
Granted5,395,199 19.74 
Vested(2,957,215)18.14 
Forfeited(1,256,613)21.32 
Unvested Balance at December 31, 20229,549,035 $19.99 
v3.22.4
Portfolio Financings (Tables)
 12 Months Ended
Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Schedule of Variable Interest Entities The table below shows the details of the three Investment Company VIEs that were active during the year ended December 31, 2022 and their cumulative activities from inception to the years indicated (dollars in thousands):
PPA IIIaPPA IVPPA V
Overview:
Maximum size of installation (in megawatts)102140
Installed size (in megawatts)101937
Term of power purchase agreements (in years)151515
First system installedFeb-13Sep-14Jun-15
Last system installedJun-14Mar-16Dec-16
Initial income (loss) and tax benefits allocation to Equity Investor99%90%99%
Initial cash allocation to Equity Investor99%90%90%
Income (loss), tax and cash allocations to Equity Investor after the flip date5%No flipNo flip
Equity Investor(s) 1
US Bank
Constellation4
Constellation4 and Intel
Put option date 2
1st anniversary of flip pointN/AN/A
Company cash contributions$32,223 $11,669 $27,932 
Company non-cash contributions 3
8,655 — — 
Equity Investor cash contributions36,967 84,782 227,344 
Debt financing44,968 99,000 131,237 
Activity as of December 31, 2022:
Distributions to Equity Investor4,897 15,017 30,786 
Debt repayment—principal44,968 99,000 139,795 
Activity as of December 31, 2021:
Distributions to Equity Investor4,897 12,848 26,601 
Debt repayment—principal13,899 25,045 132,587 
Activity as of December 31, 2020:
Distributions to Equity Investor4,847 8,852 24,809 
Debt repayment—principal10,513 21,163 16,475 
1 Investor name represents ultimate parent of subsidiary financing the project. Bloom purchased the equity interest in each of the PPAs from each respective Equity Investor during fiscal year 2022. Refer to the sections entitled PPA IIIa Repowering of Energy Servers, PPA IV Repowering of Energy Servers and PPA V Interest Buyout for further details.
2 Investor right on the certain date, upon giving us advance written notice, to sell the membership interests to us or resign or withdraw from the investment partnership.
3 Non-cash contributions consisted of warrants that were issued by us to respective lenders to each PPA Entity, as required by such entity’s credit agreements. The corresponding values are amortized using the effective interest method over the debt term.
4 Formerly known as Exelon Corporation.
The following are the aggregate carrying values of our VIEs’ assets and liabilities in our consolidated balance sheets, after eliminations of intercompany transactions and balances, including as of December 31, 2022 for each of the PPA Entities in the PPA V transaction, and as of December 31, 2021 for each of the PPA Entities in the PPA IIIa transaction, the PPA IV transaction and the PPA V transaction (in thousands):
December 31,
20222021
Assets
Current assets:
Cash and cash equivalents$5,008 $1,541 
Restricted cash550 3,078 
Accounts receivable2,072 5,112 
Customer financing receivable— 5,784 
Prepaid expenses and other current assets1,927 3,071 
Total current assets9,557 18,586 
Property and equipment, net133,285 228,546 
Customer financing receivable— 39,484 
Restricted cash8,000 23,239 
Other long-term assets1,869 2,362 
Total assets$152,711 $312,217 
Liabilities
Current liabilities:
Accrued expenses and other current liabilities$1,037 $194 
Deferred revenue and customer deposits662 662 
Non-recourse debt13,307 17,483 
Total current liabilities15,006 18,339 
Deferred revenue and customer deposits4,748 5,410 
Non-recourse debt112,480 217,417 
Total liabilities$132,234 $241,166 
The table below provides detail into the assets and liabilities of Bloom Energy separate from the PPA Entities. The table provides our stand-alone assets and liabilities, those of the PPA Entities combined, and our consolidated balances as of December 31, 2022 and 2021 (in thousands):
 December 31, 2022December 31, 2021
 Bloom EnergyPPA EntitiesConsolidatedBloom EnergyPPA EntitiesConsolidated
Assets
Current assets$1,046,406 $9,557 $1,055,963 $787,834 $18,586 $806,420 
Long-term assets747,510 143,154 890,664 625,520 293,631 919,151 
Total assets$1,793,916 $152,711 $1,946,627 $1,413,354 $312,217 $1,725,571 
Liabilities
Current liabilities$514,224 $1,699 $515,923 $315,792 $856 $316,648 
Current portion of debt12,716 13,307 26,023 8,348 17,483 25,831 
Long-term liabilities635,561 4,748 640,309 669,759 5,410 675,169 
Long-term portion of debt273,076 112,480 385,556 283,482 217,417 500,899 
Total liabilities$1,435,577 $132,234 $1,567,811 $1,277,381 $241,166 $1,518,547 
v3.22.4
Related Party Transactions (Tables)
 12 Months Ended
Dec. 31, 2022
Related Party Transactions [Abstract]  
Schedule of Related Party Transactions
Our operations include the following related party transactions (in thousands):
 Years Ended
December 31,
 202220212020
Total revenue from related parties$36,281 $16,038 $7,562 
Interest expense to related parties— — 2,513 
v3.22.4
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2022
Income Tax Disclosure [Abstract]  
Schedule of Income before Income Tax, Domestic and Foreign
The components of loss before the provision for income taxes are as follows (in thousands):
 Years Ended
December 31,
202220212020
United States$(320,107)$(195,208)$(179,657)
Foreign6,118 2,885 826 
    Total$(313,989)$(192,323)$(178,831)
Schedule of Components of Income Tax Expense (Benefit) The provision for income taxes is comprised of the following (in thousands):
Years Ended
December 31,
202220212020
  
Current:
Federal$— $— $— 
State374 107 21 
Foreign1,158 1,012 472 
Total current1,532 1,119 493 
Deferred:
Federal— — — 
State— — — 
Foreign(435)(73)(237)
Total deferred(435)(73)(237)
Total provision for income taxes$1,097 $1,046 $256 
Schedule of Effective Income Tax Rate Reconciliation
A reconciliation of the U.S. federal statutory income tax rate to our effective tax rate is as follows (in thousands):
Years Ended
December 31,
202220212020
Tax at federal statutory rate$(65,922)$(40,387)$(37,552)
State taxes, net of federal effect374 107 21 
Impact on noncontrolling interest2,872 6,074 4,522 
Elimination of acquiree deferred taxes— 2,149 — 
Non-U.S. tax effect(387)412 78 
Nondeductible expenses and losses2,258 1,311 908 
Stock-based compensation7,019 5,307 5,956 
Loss on debt extinguishment— — 214 
U.S. tax on foreign earnings (GILTI)2,525 59 203 
(Gain) loss on SK Equity Transaction(3,932)2,292 — 
Acquisition contingent liability— (762)— 
Change in valuation allowance56,290 24,484 25,906 
Provision for income taxes$1,097 $1,046 $256 
Schedule of Deferred Tax Assets and Liabilities
Significant components of our deferred tax assets and liabilities consist of the following (in thousands): 
December 31,
20222021
 
Tax credits and net operating loss carryforwards$558,779 $562,384 
Lease liabilities157,890 151,937 
Depreciation and amortization27,681 9,516 
Deferred revenue18,992 23,208 
Accruals and reserves21,084 14,524 
Research and development expenditures capitalization28,965 — 
Stock-based compensation22,675 20,138 
Disallowed Interest expenses29,159 26,730 
Investment in PPA entities4,354 — 
Other items - deferred tax assets1,519 1,528 
Gross deferred tax assets871,098 809,965 
Valuation allowance(758,242)(689,257)
Net deferred tax assets112,856 120,708 
Investment in PPA entities— (7,911)
Managed services - deferred costs(18,974)(20,935)
Right-of-use assets and leased assets(90,682)(89,165)
Other items - deferred tax liability(2,049)(1,742)
Gross deferred tax liabilities(111,705)(119,753)
Net deferred tax asset$1,151 $955 
Summary of Operating Loss Carryforwards The expiration of federal and California net operating loss carryforwards is summarized as follows (in billions):
 FederalCalifornia
Expire in 2025 - 2027$0.1 $— 
Expire in 2028 - 20320.7 0.6 
Expire beginning in 20330.9 0.8 
Carryforward indefinitely0.4 — 
Total$2.1 $1.4 
Summary of Tax Credit Carryforwards
The expiration of the federal and California credit carryforwards is summarized as follows (in millions):
FederalCalifornia
Expire in 2025 - 2027$3.1 $— 
Expire in 2028 - 20327.8 — 
Expire beginning in 203326.7 — 
Carryforward indefinitely— 17.4 
Total$37.6 $17.4 
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,
202220212020
Unrecognized tax benefits beginning balance$42,010 $37,753 $34,480 
Gross (decrease) increase for tax positions of prior year(55)95 307 
Gross increase for tax positions of current year6,434 4,162 2,966 
Unrecognized tax benefits end balance$48,389 $42,010 $37,753 
v3.22.4
Net Loss per Share Available to Common Stockholders (Tables)
 12 Months Ended
Dec. 31, 2022
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted
The following table sets forth the computation of our net loss per share available to common stockholders, basic and diluted (in thousands, except per share amounts):
Years Ended
December 31,
 202220212020
Numerator:
Net loss available to Class A and Class B common stockholders$(301,708)$(164,473)$(157,574)
Denominator:
Weighted average shares of common stock, basic and diluted185,907 173,438 138,722 
Net loss per share available to Class A and Class B common stockholders, basic and diluted$(1.62)$(0.95)$(1.14)
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,
 202220212020
 
Convertible notes14,187 14,187 29,729 
Redeemable convertible preferred stock8,521 82 — 
Stock options and awards5,683 7,018 6,109 
28,391 21,287 35,838 
v3.22.4
SK ecoplant Strategic Investment (Tables)
 12 Months Ended
Dec. 31, 2022
Equity Method Investments and Joint Ventures [Abstract]  
Schedule of asset and liabilities
The following are the aggregate carrying values of the Korean join venture’s assets and liabilities in our consolidated balance sheets, after eliminations of intercompany transactions and balances, as of December 31, 2022 and 2021 (in thousands):
December 31,
20222021
Assets
Current assets:
Cash and cash equivalents$2,591 $2,955 
Accounts receivable42574362
Inventories13,412 4,363 
Prepaid expenses and other current assets2,645 99 
Total current assets22,905 11,779 
Property and equipment, net1,141 1,101 
Operating lease right-of-use assets2,390 569 
Other long-term assets47 231 
Total assets$26,483 $13,680 
Liabilities
Current liabilities:
Accounts payable$5,607 $3,006 
Accrued expenses and other current liabilities1,355 567 
Deferred revenue and customer deposits2 475 
Operating lease liabilities393 175 
Total current liabilities7,357 4,223 
Operating lease liabilities2,000 402 
Total liabilities$9,357 $4,625 
v3.22.4
Nature of Business, Liquidity and Basis of Presentation (Details)
$ / shares in Units, $ in Thousands
 1 Months Ended 3 Months Ended 12 Months Ended
Dec. 06, 2022
shares
Aug. 19, 2022
USD ($)
$ / shares
shares
Aug. 10, 2022
USD ($)
day
$ / shares
shares
Oct. 23, 2021
USD ($)
$ / shares
shares
Oct. 31, 2021
USD ($)
$ / shares
shares
Dec. 29, 2021
shares
Dec. 31, 2022
USD ($)
customer
Dec. 31, 2021
USD ($)
customer
Dec. 31, 2020
customer
Nov. 30, 2021
USD ($)
Aug. 31, 2020
Subsidiary, Sale of Stock [Line Items]                      
Long-term debt             $ 411,579 $ 526,730      
Long-term portion of debt             385,556 $ 500,899      
Product                      
Subsidiary, Sale of Stock [Line Items]                      
Amount recognized from adjustments             8,700        
Installation                      
Subsidiary, Sale of Stock [Line Items]                      
Amount recognized from adjustments             $ 1,300        
Over-Allotment Option | SK Ecoplant                      
Subsidiary, Sale of Stock [Line Items]                      
Offering price per share (in dollars per share) | $ / shares     $ 23.05                
Net proceeds from stock offering     $ 4,200                
Securities Purchase Agreement | SK Ecoplant                      
Subsidiary, Sale of Stock [Line Items]                      
Net proceeds from stock offering     $ 311,000                
Percent of the volume-weighted average closing price     0.15                
Consecutive trading day period | day     20                
Deferred offering costs     $ 100                
Series A Redeemable Convertible Preferred Stock | SK Ecoplant | Initial Investment                      
Subsidiary, Sale of Stock [Line Items]                      
Shares sold in offering (in shares) | shares       10,000,000 10,000,000 10,000,000          
Temporary equity, par value (in dollars per share) | $ / shares       $ 0.0001 $ 0.0001            
Offering price per share (in dollars per share) | $ / shares       $ 25.50 $ 25.50            
Net proceeds from stock offering       $ 255,000 $ 255,000            
Class A Common Stock | Initial Investment                      
Subsidiary, Sale of Stock [Line Items]                      
Shares sold in offering (in shares) | shares   13,000,000                  
Offering price per share (in dollars per share) | $ / shares   $ 26.00                  
Net proceeds from stock offering   $ 371,500                  
Deferred offering costs   $ 700                  
Option period   30 days                  
Number of additional shares issued (in shares) | shares   1,950,000                  
Underwriting discounts and commissions   $ 16,500                  
Class A Common Stock | Over-Allotment Option | SK Ecoplant                      
Subsidiary, Sale of Stock [Line Items]                      
Shares sold in offering (in shares) | shares 13,491,701   13,491,701                
Sales Revenue, Net | Customer Concentration Risk                      
Subsidiary, Sale of Stock [Line Items]                      
Number of customers | customer             2 2 2    
Sales Revenue, Net | Customer Concentration Risk | Customer One                      
Subsidiary, Sale of Stock [Line Items]                      
Concentration risk, percentage             38.00% 43.00% 34.00%    
Sales Revenue, Net | Customer Concentration Risk | Customer Two                      
Subsidiary, Sale of Stock [Line Items]                      
Concentration risk, percentage             37.00% 11.00% 28.00%    
Accounts Receivable | Customer Concentration Risk                      
Subsidiary, Sale of Stock [Line Items]                      
Number of customers | customer             1 1      
Accounts Receivable | Customer Concentration Risk | Customer One                      
Subsidiary, Sale of Stock [Line Items]                      
Concentration risk, percentage             75.00% 60.00%      
Asia Pacific | Sales Revenue, Net | Geographic Concentration Risk                      
Subsidiary, Sale of Stock [Line Items]                      
Concentration risk, percentage             44.00% 38.00% 35.00%    
Recourse Debt                      
Subsidiary, Sale of Stock [Line Items]                      
Long-term debt             $ 285,792 $ 291,831      
Long-term portion of debt             273,076 $ 283,483      
Senior Secured Notes | 3.04% Senior Secured Notes due June 2031                      
Subsidiary, Sale of Stock [Line Items]                      
Interest Rate               3.04%      
Senior Secured Notes | 3.04% Senior Secured Notes due June 2031 | PPA Company 5                      
Subsidiary, Sale of Stock [Line Items]                      
Debt face amount                   $ 136,000  
Senior Secured Notes | 3.04% Senior Secured Notes due June 2031 | PPA Company 3a                      
Subsidiary, Sale of Stock [Line Items]                      
Interest Rate                   3.04%  
Senior Secured Notes | 2.5% Green Convertible Senior Notes due August 2025                      
Subsidiary, Sale of Stock [Line Items]                      
Long-term debt             224,832 $ 222,863      
Long-term portion of debt             $ 224,832 $ 222,863      
Interest Rate             2.50% 2.50%     2.50%
v3.22.4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($)
shares in Thousands, $ in Thousands
 12 Months Ended
Nov. 08, 2022
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2016
New Accounting Pronouncements or Change in Accounting Principle [Line Items]          
Revenue related to sales-type leases   $ 400 $ 2,300 $ 2,300  
ITC recapture period   5 years      
ITC recaptured amount   $ 0 0    
Write-off of assets related to PPA IIIa and PPA IV   $ 113,514 0 0  
Class A Common Stock          
New Accounting Pronouncements or Change in Accounting Principle [Line Items]          
Shares converted (in shares) 10,000        
Stock options and awards          
New Accounting Pronouncements or Change in Accounting Principle [Line Items]          
Requisite service period   4 years      
PPA Entities | PPA 3A Upgrade          
New Accounting Pronouncements or Change in Accounting Principle [Line Items]          
Write-off of assets related to PPA IIIa and PPA IV   $ 44,800      
PPA Entities | PPA 4 Upgrade          
New Accounting Pronouncements or Change in Accounting Principle [Line Items]          
Write-off of assets related to PPA IIIa and PPA IV   $ 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   $ 63,779 65,318 63,023  
Power Purchase Agreement Program Leases | Electricity          
New Accounting Pronouncements or Change in Accounting Principle [Line Items]          
Operating lease, lease income   25,900 28,600 27,700  
Power Purchase Agreement Program Leases | Service          
New Accounting Pronouncements or Change in Accounting Principle [Line Items]          
Operating lease, lease income   $ 13,100 $ 14,600 $ 13,800  
v3.22.4
Summary of Significant Accounting Policies - Estimated Depreciable Lives (Details)
 12 Months Ended
Dec. 31, 2022
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
v3.22.4
Revenue Recognition - Contract Balances (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Revenue from Contract with Customer [Abstract]      
Accounts receivable $ 250,995 $ 87,788  
Contract assets 46,727 25,201 $ 3,327
Customer deposits 121,085 64,809  
Deferred revenue $ 94,355 $ 115,476  
v3.22.4
Revenue Recognition - Narrative (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Dec. 29, 2021
Disaggregation of Revenue [Line Items]      
Deferred revenue $ 94,355 $ 115,476  
SK Ecoplant      
Disaggregation of Revenue [Line Items]      
Deferred revenue $ 24,600 $ 34,200 $ 37,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01      
Disaggregation of Revenue [Line Items]      
Revenue, remaining performance obligation, expected timing of satisfaction, period 21 years    
v3.22.4
Revenue Recognition - Contract Assets (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Contract With Customer, Asset, After Allowance for Credit Loss [Roll Forward]    
Beginning balance $ 25,201 $ 3,327
Transferred to accounts receivable from contract assets recognized at the beginning of the period (20,250) (1,198)
Revenue recognized and not billed as of the end of the period 41,776 23,072
Ending balance $ 46,727 $ 25,201
v3.22.4
Revenue Recognition - Contract Liabilities (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Change in Contract with Customer, Liability [Abstract]    
Beginning balance $ 115,476 $ 135,578
Additions 1,001,404 916,604
Revenue recognized (1,022,525) (936,706)
Ending balance $ 94,355 $ 115,476
v3.22.4
Revenue Recognition - Revenue by Source (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Disaggregation of Revenue [Line Items]      
Product revenue $ 1,135,346 $ 906,858 $ 731,224
Total revenue 1,199,125 972,176 794,247
Product      
Disaggregation of Revenue [Line Items]      
Product revenue 880,664 663,512 518,633
Total revenue 880,664 663,512 518,633
Installation      
Disaggregation of Revenue [Line Items]      
Product revenue 92,120 96,059 101,887
Total revenue 92,120 96,059 101,887
Service      
Disaggregation of Revenue [Line Items]      
Product revenue 150,954 144,184 109,633
Total revenue 150,954 144,184 109,633
Electricity      
Disaggregation of Revenue [Line Items]      
Product revenue 11,608 3,103 1,071
Electricity revenue 63,779 65,318 63,023
Total revenue $ 75,387 $ 68,421 $ 64,094
v3.22.4
Financial Instruments - Cash and Cash Equivalents and Restricted Cash (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Debt Securities, Available-for-sale [Line Items]        
Cash and cash equivalents [1] $ 348,498 $ 396,035    
Restricted cash 169,868 219,079    
Cash, cash equivalents and restricted cash 518,366 615,114 $ 416,710 $ 377,388
Cash        
Debt Securities, Available-for-sale [Line Items]        
Cash, cash equivalents and restricted cash 226,463 318,080    
Money market funds        
Debt Securities, Available-for-sale [Line Items]        
Cash, cash equivalents and restricted cash $ 291,903 $ 297,034    
[1] We have variable interest entities related to PPAs (see Note 11 - Portfolio Financings) and 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 the consolidated balance sheets.
v3.22.4
Financial Instruments - Restricted Cash (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Variable Interest Entity [Line Items]      
Restricted cash, current [1] $ 51,515 $ 92,540  
Restricted cash [1] 118,353 126,539  
Restricted cash, total 169,868 219,079  
Bloom Energy      
Variable Interest Entity [Line Items]      
Restricted cash, current 50,965 89,462  
Restricted cash 110,353 103,300  
PPA Entities      
Variable Interest Entity [Line Items]      
Restricted cash, current 550 3,078  
Restricted cash 8,000 23,239  
PPA Entities | PPA Company 2      
Variable Interest Entity [Line Items]      
Restricted cash, current 40,600 41,700  
Restricted cash 28,500 57,700  
Restricted cash, total 69,100 99,400  
PPA Entities | PPA Company 3b      
Variable Interest Entity [Line Items]      
Restricted cash, current 1,200 1,200  
Restricted cash 6,700 6,700  
Restricted cash, total     $ 20,000
PPA Entities | Power Purchase Agreements Entities      
Variable Interest Entity [Line Items]      
Restricted cash, current 550 3,078  
Restricted cash $ 8,000 $ 23,239  
[1] We have variable interest entities related to PPAs (see Note 11 - Portfolio Financings) and 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 the consolidated balance sheets.
v3.22.4
Financial Instruments - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Cash and Cash Equivalents [Abstract]      
Accounts receivable, derecognized $ 283,300 $ 116,300  
Cost of factoring 4,000 0  
Increase (decrease) in accounts receivable $ 162,864 $ (8,608) $ 61,702
v3.22.4
Fair Value - Financial Assets and Liabilities Measured at Fair Value (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Assets    
Total assets $ 291,903 $ 297,034
Liabilities    
Total liabilities 5,895 19,661
Money market funds    
Assets    
Money market funds 291,903 297,034
Option to acquire a variable number of shares of Class A Common Stock    
Liabilities    
Derivatives   13,200
Embedded EPP Derivative Liability    
Liabilities    
Derivatives 5,895 6,461
Level 1    
Assets    
Total assets 291,903 297,034
Liabilities    
Total liabilities 0 0
Level 1 | Money market funds    
Assets    
Money market funds 291,903 297,034
Level 1 | Option to acquire a variable number of shares of Class A Common Stock    
Liabilities    
Derivatives   0
Level 1 | Embedded EPP Derivative Liability    
Liabilities    
Derivatives 0 0
Level 2    
Assets    
Total assets 0 0
Liabilities    
Derivatives 0  
Total liabilities   13,200
Level 2 | Money market funds    
Assets    
Money market funds 0 0
Level 2 | Option to acquire a variable number of shares of Class A Common Stock    
Liabilities    
Derivatives   13,200
Level 2 | Embedded EPP Derivative Liability    
Liabilities    
Derivatives 0 0
Level 3    
Assets    
Total assets 0 0
Liabilities    
Total liabilities 5,895 6,461
Level 3 | Money market funds    
Assets    
Money market funds 0 0
Level 3 | Option to acquire a variable number of shares of Class A Common Stock    
Liabilities    
Derivatives   0
Level 3 | Embedded EPP Derivative Liability    
Liabilities    
Derivatives $ 5,895 $ 6,461
v3.22.4
Fair Value - Natural Gas Derivatives (Details) - Not designated as hedging instrument - Natural Gas Fixed Price Forward Contracts
MMBTU in Thousands, $ in Millions
 12 Months Ended
Dec. 31, 2022
USD ($)
MMBTU
Dec. 31, 2021
USD ($)
MMBTU
Fair Value, Option, Quantitative Disclosures [Line Items]    
Number of Contracts (MMBTU) | MMBTU 0 88
Derivative liability | $ $ 0.0 $ 0.0
v3.22.4
Fair Value - Narrative (Details)
 12 Months Ended
Dec. 06, 2022
shares
Aug. 10, 2022
$ / shares
shares
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]          
Gain (loss) on derivative     $ 0 $ 0 $ 0
SK Ecoplant | Over-Allotment Option          
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]          
Offering price per share (in dollars per share) | $ / shares   $ 23.05      
SK Ecoplant | Class A Common Stock | Over-Allotment Option          
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]          
Shares sold in offering (in shares) | shares 13,491,701 13,491,701      
Forward Contracts [Member]          
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]          
Derivative liability     $ 0    
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 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 0.20  
Not designated as hedging instrument | Natural Gas Fixed Price Forward Contracts          
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]          
Derivative liability     $ 0 $ 0  
Gain (loss) on derivative     0 1,100,000 (100,000)
Gain on the settlement of contracts     $ 0 $ 1,500,000 $ 4,500,000
v3.22.4
Fair Value - Change in Level 3 Financial Assets (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]    
Fair Value, Recurring Basis, Unobservable Input Reconciliation, Liability, Gain Loss, Statement Of Income, Extensible List, Not Disclosed Flag consolidated statements of operations  
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]    
Beginning balance $ 6,461 $ 8,116
Changes in fair value (566) (1,655)
Ending balance 5,895 6,461
Natural Gas Fixed Price Forward Contracts    
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]    
Beginning balance 0 2,574
Changes in fair value 0 (2,574)
Ending balance 0 0
Embedded EPP Derivative Liability    
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]    
Beginning balance 6,461 5,542
Changes in fair value (566) 919
Ending balance $ 5,895 $ 6,461
v3.22.4
Fair Value - Estimated Fair Values and Carrying Values for Customer Receivables and Debt Instruments (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Jun. 14, 2022
Dec. 31, 2021
Aug. 31, 2020
May 01, 2020
Term loan | Net Carrying Value | 7.5% Term Loan due September 2028          
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]          
Debt Instrument $ 0   $ 29,006    
Term loan | Fair Value | 7.5% Term Loan due September 2028          
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]          
Debt Instrument 0   35,669    
Notes | Net Carrying Value | 10.25% Senior Secured Notes due March 2027          
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]          
Debt Instrument 60,960   68,968    
Notes | Fair Value | 10.25% Senior Secured Notes due March 2027          
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]          
Debt Instrument 60,472   72,573    
Senior Secured Notes | Net Carrying Value | 2.5% Green Convertible Senior Notes due August 2025          
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]          
Debt Instrument 224,832   222,863    
Senior Secured Notes | Net Carrying Value | 6.07% Senior Secured Notes due March 2030          
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]          
Debt Instrument 0   73,262    
Senior Secured Notes | Net Carrying Value | 3.04% Senior Secured Notes due June 2031          
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]          
Debt Instrument 125,787   132,631    
Senior Secured Notes | Fair Value | 2.5% Green Convertible Senior Notes due August 2025          
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]          
Debt Instrument 309,488   356,822    
Customer financing receivables | Net Carrying Value          
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]          
Customer financing receivables 0   45,269    
Customer financing receivables | Fair Value          
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]          
Customer financing receivables $ 0   $ 38,334    
10.25% Senior Secured Notes due March 2027          
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]          
Interest Rate         10.25%
10.25% Senior Secured Notes due March 2027 | Notes          
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]          
Interest Rate 10.25%   10.25%    
2.5% Green Convertible Senior Notes due August 2025 | Senior Secured Notes          
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]          
Interest Rate 2.50%   2.50% 2.50%  
7.5% Term Loan due September 2028 | Term loan          
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]          
Interest Rate 7.50% 7.50% 7.50%    
6.07% Senior Secured Notes due March 2030 | Senior Secured Notes          
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]          
Interest Rate 6.07%   6.07%    
6.07% Senior Secured Notes due March 2030 | Senior Secured Notes | Fair Value          
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]          
Debt Instrument $ 0   $ 83,251    
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% Senior Secured Notes due June 2031 | Senior Secured Notes | Fair Value          
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]          
Debt Instrument $ 117,028   $ 137,983    
v3.22.4
Balance Sheet Components - Inventories, Net (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Raw materials $ 165,446 $ 80,809
Work-in-progress 44,660 31,893
Finished goods 58,288 30,668
Inventory, net [1] 268,394 143,370
Inventory reserves $ 17,200 $ 13,900
[1] We have variable interest entities related to PPAs (see Note 11 - Portfolio Financings) and 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 the consolidated balance sheets.
v3.22.4
Balance Sheet Components - Prepaid Expense and Other Current Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Receivables from employees $ 6,553 $ 5,463
Prepaid workers compensation 5,536 5,330
Prepaid Managed Services 4,405 2,480
Prepaid hardware and software maintenance 4,290 3,494
Tax receivables 3,676 1,518
Deposits made 1,409 817
Prepaid deferred commissions 1,002 724
Other prepaid expenses and other current assets 16,772 10,835
Prepaid expenses and other current assets [1] $ 43,643 $ 30,661
[1] We have variable interest entities related to PPAs (see Note 11 - Portfolio Financings) and 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 the consolidated balance sheets.
v3.22.4
Balance Sheet Components - Property, Plant and Equipment (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross $ 944,598 $ 960,696
Less: accumulated depreciation (344,184) (356,590)
Property, plant and equipment, net [1] 600,414 604,106
Energy Servers    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 538,912 674,799
Machinery and equipment    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 145,555 110,600
Leasehold improvements    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 104,528 52,936
Construction-in-progress    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 72,174 43,544
Buildings    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 49,240 48,934
Computers, software and hardware    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 24,608 21,276
Furniture and fixtures    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross $ 9,581 $ 8,607
[1] We have variable interest entities related to PPAs (see Note 11 - Portfolio Financings) and 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 the consolidated balance sheets.
v3.22.4
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
USD ($)
MW
May 31, 2022
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Property Subject to or Available for Operating Lease [Line Items]            
Depreciation and amortization       $ 61,608 $ 53,454 $ 52,279
Operating leases, depreciation expense       12,100 23,500 23,800
PPA Entities            
Property Subject to or Available for Operating Lease [Line Items]            
Property, plant and equipment       226,000 368,000  
Accumulated depreciation       92,700 139,400  
PPA Entities | Old Energy Server [Member] | PPA Company 3a            
Property Subject to or Available for Operating Lease [Line Items]            
Depreciation and amortization   $ 500        
Energy servers portfolio, power | MW 19.3 9.8        
Estimated depreciable life   6 months 15 years      
Property, plant and equipment            
Property Subject to or Available for Operating Lease [Line Items]            
Depreciation and amortization       $ 61,600 $ 53,400 $ 52,200
v3.22.4
Balance Sheet Components - Other Long-Term Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Deferred commissions $ 8,320 $ 7,569
Long-term lease receivable 8,076 7,953
Prepaid insurance 4,047 9,534
Deposits made 2,672 1,923
Prepaid Managed Services 2,373 3,010
Deferred tax asset 1,151 955
Investments in subsidiaries 0 1,819
Prepaid and other long-term assets 13,566 8,310
Other long-term assets [1] $ 40,205 $ 41,073
[1] We have variable interest entities related to PPAs (see Note 11 - Portfolio Financings) and 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 the consolidated balance sheets.
v3.22.4
Balance Sheet Components - Accrued Warranty (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Product performance $ 16,901 $ 10,785
Product warranty 431 961
Accrued warranty liabilities $ 17,332 $ 11,746
v3.22.4
Balance Sheet Components - Standard Product Warranty Liability (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Movement in Standard Product Warranty Accrual [Roll Forward]    
Accrued warranty beginning balance $ 11,746 $ 10,154
Accrued warranty, net 17,719 11,049
Warranty expenditures during the year   (9,457)
Warranty expenditures during the year (12,133)  
Accrued warranty ending balance $ 17,332 $ 11,746
v3.22.4
Balance Sheet Components - Accrued Other Current Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Compensation and benefits $ 48,156 $ 38,222
General invoice and purchase order accruals 44,010 23,706
Delaware grant 9,495 0
Accrued installation 7,905 13,968
Sales-related liabilities 7,147 6,040
Sales tax liabilities 6,172 1,491
PPA IV Upgrade financing obligations 6,076 0
Accrued legal expenses 4,403 1,765
Interest payable 3,128 2,159
Current portion of derivative liabilities 2,596 6,059
Accrued consulting expenses 1,390 1,731
Provision for income tax 1,140 479
Financing lease liabilities 1,024 863
Option to acquire a variable number of shares of Class A Common Stock 0 13,200
Other 1,541 4,455
Accrued other current liabilities [1] $ 144,183 $ 114,138
[1] We have variable interest entities related to PPAs (see Note 11 - Portfolio Financings) and 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 the consolidated balance sheets.
v3.22.4
Balance Sheet Components - Preferred Stock (Details) - $ / shares
Dec. 31, 2022
Dec. 31, 2021
Class of Stock [Line Items]    
Preferred stock, authorized (in shares) 20,000,000 10,000,000
Preferred stock, par or stated (in dollars per share) $ 0.0001 $ 0.0001
Preferred stock, issued (in shares) 0 0
Preferred stock, outstanding (in shares) 0 0
Series A preferred    
Class of Stock [Line Items]    
Preferred stock, authorized (in shares) 10,000,000  
v3.22.4
Outstanding Loans and Security Agreements - Schedule of Debt (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Jun. 14, 2022
Dec. 31, 2021
Aug. 31, 2020
May 01, 2020
Debt Instrument [Line Items]          
Unpaid Principal Balance $ 419,083   $ 539,669    
Current portion of debt 26,023   25,831    
Long-term portion of debt 385,556   500,899    
Total 411,579   526,730    
10.25% Senior Secured Notes due March 2027          
Debt Instrument [Line Items]          
Interest Rate         10.25%
Notes | 10.25% Senior Secured Notes due March 2027          
Debt Instrument [Line Items]          
Unpaid Principal Balance 61,653   70,000    
Current portion of debt 12,716   8,348    
Long-term portion of debt 48,244   60,620    
Total $ 60,960   $ 68,968    
Interest Rate 10.25%   10.25%    
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 224,832   222,863    
Total $ 224,832   $ 222,863    
Interest Rate 2.50%   2.50% 2.50%  
Senior Secured Notes | 3.04% Senior Secured Notes due June 30, 2031          
Debt Instrument [Line Items]          
Unpaid Principal Balance $ 127,430   $ 134,644    
Current portion of debt 13,307   9,376    
Long-term portion of debt 112,480   123,255    
Total $ 125,787   $ 132,631    
Interest Rate 3.04%   3.04%    
Senior Secured Notes | 6.07% Senior Secured Notes due March 2030          
Debt Instrument [Line Items]          
Unpaid Principal Balance     $ 73,955    
Current portion of debt     4,671    
Long-term portion of debt     68,591    
Total     $ 73,262    
Interest Rate 6.07%   6.07%    
Recourse Debt          
Debt Instrument [Line Items]          
Unpaid Principal Balance $ 291,653   $ 300,000    
Current portion of debt 12,716   8,348    
Long-term portion of debt 273,076   283,483    
Total $ 285,792   291,831    
Term loan | 7.5% Term Loan due September 2028          
Debt Instrument [Line Items]          
Unpaid Principal Balance     31,070    
Current portion of debt     3,436    
Long-term portion of debt     25,570    
Total     $ 29,006    
Interest Rate 7.50% 7.50% 7.50%    
Non-recourse debt          
Debt Instrument [Line Items]          
Unpaid Principal Balance $ 127,430   $ 239,669    
Current portion of debt 13,307   17,483    
Long-term portion of debt 112,480   217,416    
Total $ 125,787   $ 234,899    
v3.22.4
Outstanding Loans and Security Agreements - Recourse Debt Facilities Narrative (Details)
$ / shares in Units, $ in Thousands
 1 Months Ended 12 Months Ended
Nov. 30, 2021
USD ($)
Aug. 31, 2020
USD ($)
day
$ / shares
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Jun. 14, 2022
Jan. 01, 2021
USD ($)
May 01, 2020
USD ($)
Jul. 01, 2017
Dec. 31, 2015
Debt Instrument [Line Items]                    
Long-term debt, current maturities     $ 26,023 $ 25,831            
Unpaid Principal Balance     419,083 539,669            
Accumulated deficit     (3,564,483) (3,263,075)            
Decrease in additional paid-in capital     3,906,491 3,219,081            
Non-recourse debt [1]     112,480 217,416            
Contractual interest expense     $ 53,493 $ 69,025 $ 76,276          
10.25% Senior Secured Notes due March 2027                    
Debt Instrument [Line Items]                    
Interest Rate               10.25%    
Redemption price, percentage     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 | Convertible debt                    
Debt Instrument [Line Items]                    
Maximum borrowing capacity               $ 150,000    
Current borrowing capacity               80,000    
10.25% Senior Secured Notes due March 2027 | Notes                    
Debt Instrument [Line Items]                    
Interest Rate     10.25% 10.25%            
Debt face amount               $ 70,000    
Secured long-term debt, noncurrent     $ 61,700 $ 48,900            
Long-term debt, current maturities     12,716 8,348            
Unpaid Principal Balance     $ 61,653 $ 70,000            
Convertible Promissory Notes Interest Rate 6% Due December 2020, Recourse | Convertible debt | Affiliated entity                    
Debt Instrument [Line Items]                    
Interest Rate                 6.00%  
2.5% Green Convertible Senior Notes due August 2025 | Senior Secured Notes                    
Debt Instrument [Line Items]                    
Interest Rate   2.50% 2.50% 2.50%            
Long-term debt, current maturities     $ 0 $ 0            
Unpaid Principal Balance   $ 230,000 $ 230,000 230,000            
Debt instrument, unamortized discount   6,900                
Debt other issuance costs, net   3,000                
Proceeds from debt, net of issuance costs   $ 220,100                
Threshold trading days | day   20                
Threshold consecutive trading days | day   30                
Convertible, conversion ratio     0.0616808              
Contractual interest expense     $ 7,700 7,700 2,900          
Amortization of debt issuance costs     $ 2,000 $ 2,000 $ 800          
2.5% Green Convertible Senior Notes due August 2025 | Senior Secured Notes | Accounting Standards Update 2020-06                    
Debt Instrument [Line Items]                    
Accumulated deficit             $ 5,300      
Decrease in additional paid-in capital             126,800      
Non-recourse debt             $ 121,500      
2.5% Green Convertible Senior Notes due August 2025 | Senior Secured Notes | Class A Common Stock                    
Debt Instrument [Line Items]                    
Convertible stock price (in dollars per share) | $ / shares   $ 16.21                
3.04% Senior Secured Notes due June 2031 | Senior Secured Notes                    
Debt Instrument [Line Items]                    
Interest Rate       3.04%            
3.04% Senior Secured Notes due June 2031 | Senior Secured Notes | PPA Company 3a                    
Debt Instrument [Line Items]                    
Interest Rate 3.04%                  
Unpaid Principal Balance $ 109,100                  
Debt other issuance costs, net 2,100                  
Proceeds from debt, net of issuance costs $ 6,700                  
7.5% Term Loan due September 2028 | Term loan                    
Debt Instrument [Line Items]                    
Interest Rate     7.50% 7.50%   7.50%        
Long-term debt, current maturities       $ 3,436            
Unpaid Principal Balance       $ 31,070            
6.07% Senior Secured Notes due March 2030 | Senior Secured Notes                    
Debt Instrument [Line Items]                    
Interest Rate     6.07% 6.07%            
Long-term debt, current maturities       $ 4,671            
Unpaid Principal Balance       $ 73,955            
6.07% Senior Secured Notes due March 2030 | Senior Secured Notes | PPA Company 4                    
Debt Instrument [Line Items]                    
Interest Rate                   6.07%
[1] We have variable interest entities related to PPAs (see Note 11 - Portfolio Financings) and 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 the consolidated balance sheets.
v3.22.4
Outstanding Loans and Security Agreements - Non-recourse Debt Facilities Narrative (Details) - USD ($)
$ in Thousands
 1 Months Ended 12 Months Ended
Nov. 22, 2022
Jun. 14, 2022
Nov. 30, 2021
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2015
Debt Instrument [Line Items]              
Unpaid Principal Balance       $ 419,083 $ 539,669    
Loss on extinguishment of debt       8,955 0 $ 12,878  
Cash and cash equivalents [1]       348,498 396,035    
PPA Company 3a              
Debt Instrument [Line Items]              
Debt repayment—principal       44,968 13,899 10,513  
PPA Company 5              
Debt Instrument [Line Items]              
Debt repayment—principal       139,795 132,587 16,475  
PPA Company 4              
Debt Instrument [Line Items]              
Debt repayment—principal       $ 99,000 $ 25,045 $ 21,163  
Senior Secured Notes | 3.04% Senior Secured Notes due June 2031              
Debt Instrument [Line Items]              
Interest rate percentage         3.04%    
Senior Secured Notes | 6.07% Senior Secured Notes due March 2030              
Debt Instrument [Line Items]              
Interest rate percentage       6.07% 6.07%    
Unpaid Principal Balance         $ 73,955    
Senior Secured Notes | PPA Company 3a | 3.04% Senior Secured Notes due June 2031              
Debt Instrument [Line Items]              
Interest rate percentage     3.04%        
Unpaid Principal Balance     $ 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        
Senior Secured Notes | PPA Company 4 | 3.04% Senior Secured Notes due June 2031              
Debt Instrument [Line Items]              
Debt minimum debt service reserves required       $ 8,000 $ 8,000    
Senior Secured Notes | PPA Company 4 | 6.07% Senior Secured Notes due March 2030              
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 | LIBOR + 2.5% Term Loan due December 2021 | LIBOR              
Debt Instrument [Line Items]              
LIBOR margin (as a percentage)       2.50%      
Term loan | 7.5% Term Loan due September 2028              
Debt Instrument [Line Items]              
Interest rate percentage   7.50%   7.50% 7.50%    
Unpaid Principal Balance         $ 31,070    
Term loan | PPA Company 3a | 7.5% Term Loan due September 2028              
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 PPAs (see Note 11 - Portfolio Financings) and 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 the consolidated balance sheets.
v3.22.4
Outstanding Loans and Security Agreements - Schedule of Repayments (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Long-term Debt, Fiscal Year Maturity [Abstract]      
2023 $ 26,023    
2024 25,428    
2025 258,061    
2026 30,641    
2027 17,772    
Thereafter 61,158    
Total 419,083 $ 539,669  
Interest expense 53,500 69,000 $ 78,800
Interest expense to related parties $ 0 $ 0 $ 2,513
v3.22.4
Derivative Financial Instruments - Option to Acquire Shares (Details) - Option to acquire a variable number of shares of Class A Common Stock - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Oct. 23, 2021
Derivative [Line Items]      
Derivative liability   $ 13,200  
SK Ecoplant      
Derivative [Line Items]      
Derivative liability $ 13,200   $ 9,600
v3.22.4
Derivative Financial Instruments - Changes in Fair Value of Derivative Contracts (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax:      
Beginning balance $ (1,827) $ 141,019 $ (168,303)
Net gain recognized in other comprehensive loss 794 (14,648) 6,919
Gain recognized in earnings 0 0 0
Ending balance 378,816 (1,827) 141,019
Interest rate swap agreements      
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax:      
Gain recognized in earnings   (746)  
Accumulated Gain (Loss), Cash Flow Hedge, Including Noncontrolling Interest      
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax:      
Beginning balance $ 0 15,989  
Gain recognized in other comprehensive loss   (2,714)  
Amounts reclassified from other comprehensive loss to earnings   (12,529)  
Net gain recognized in other comprehensive loss   (15,243)  
Ending balance   $ 0 $ 15,989
v3.22.4
Derivative Financial Instruments - Embedded Derivatives Narrative (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Derivative Instruments and Hedging Activities Disclosure [Abstract]      
Gain (loss) on derivative $ 0.0 $ 0.0 $ 0.0
Embedded derivative liability $ 5.9 $ 6.5  
v3.22.4
Leases - Narrative (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
USD ($)
ft²
Dec. 31, 2021
USD ($)
shares
Dec. 31, 2020
USD ($)
Lessee, Lease, Description [Line Items]      
Total plant space (in square feet) | ft² 421,000    
Number of additional floors | shares   3  
Rent expense $ 21,400 $ 16,000 $ 9,900
Total lease costs 27,665 17,951 10,484
Product revenue 1,135,346 906,858 731,224
Financing obligations 442,063 461,900  
Net investment in sales-type leases 0 45,268  
Managed Services | PPA Entities      
Lessee, Lease, Description [Line Items]      
Total lease costs 5,600    
Recognition of right-of-use assets and lease liabilities from sale and leaseback transactions 12,600 29,400  
Financing obligations 442,100 461,900  
Product      
Lessee, Lease, Description [Line Items]      
Product revenue 880,664 663,512 518,633
Product | Managed Services | PPA Entities      
Lessee, Lease, Description [Line Items]      
Product revenue 20,400 35,100  
Installation      
Lessee, Lease, Description [Line Items]      
Product revenue 92,120 96,059 $ 101,887
Installation | Managed Services | PPA Entities      
Lessee, Lease, Description [Line Items]      
Product revenue 11,300 20,900  
Financing Obligations | Managed Services | PPA Entities      
Lessee, Lease, Description [Line Items]      
Product revenue $ 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    
v3.22.4
Leases - Operating and Financing Lease Right-of-Use Assets and Lease Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Assets and Liabilities, Lessee:    
Operating lease right-of-use assets, net [1] $ 126,955 $ 106,660
Current operating lease liabilities [1] (16,227) (13,101)
Non-current operating lease liabilities [1] (132,363) (106,187)
Total operating lease liabilities $ (148,590) $ (119,288)
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] Property, plant and equipment, net Property, plant and equipment, net
Finance lease right-of-use assets, net $ 2,824 $ 2,944
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Accrued expenses and other current liabilities Accrued expenses and other current liabilities
Current finance lease liabilities $ (1,024) $ (863)
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] Other Liabilities, Noncurrent Other Liabilities, Noncurrent
Non-current finance lease liabilities $ (1,971) $ (2,157)
Total finance lease liabilities (2,995) (3,020)
Total lease liabilities $ (151,585) $ (122,308)
[1] We have variable interest entities related to PPAs (see Note 11 - Portfolio Financings) and 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 the consolidated balance sheets.
v3.22.4
Leases - Costs (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Leases [Abstract]      
Operating lease costs $ 25,503 $ 15,850 $ 9,804
Amortization of right-of-use assets 968 1,345 51
Interest on lease liabilities 220 349 16
Total financing lease costs 1,188 1,694 67
Short-term lease costs 974 407 613
Total lease costs $ 27,665 $ 17,951 $ 10,484
v3.22.4
Leases - Weighted Average Remaining Lease Terms and Discount Rates (Details)
Dec. 31, 2022
Dec. 31, 2021
Weighted average remaining lease term:    
Operating leases 8 years 7 months 6 days 8 years 10 months 24 days
Finance leases 3 years 3 months 18 days 3 years 6 months
Weighted average discount rate:    
Operating leases 10.30% 9.60%
Finance leases 6.90% 7.60%
v3.22.4
Leases - Future Minimum Lease Payments (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Operating Leases    
2023 $ 30,058  
2024 26,145  
2025 26,879  
2026 26,743  
2027 25,442  
Thereafter 95,980  
Total minimum lease payments 231,247  
Less: amounts representing interest or imputed interest (82,657)  
Present value of lease liabilities 148,590 $ 119,288
Finance Leases    
2023 1,250  
2024 1,076  
2025 590  
2026 371  
2027 180  
Thereafter 11  
Total minimum lease payments 3,478  
Less: amounts representing interest or imputed interest (483)  
Present value of lease liabilities $ 2,995 $ 3,020
v3.22.4
Leases - Financial Obligations and Sublease Payments (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Finance Leases    
2023 $ 1,250  
2024 1,076  
2025 590  
2026 371  
2027 180  
Thereafter 11  
Total minimum lease payments 3,478  
Less: amounts representing interest or imputed interest (483)  
Present value of lease liabilities 2,995 $ 3,020
Less: current financing obligations (1,024) (863)
Long-term financing obligations 1,971 $ 2,157
PPA Entities | Managed Services    
Finance Leases    
2023 44,740  
2024 42,742  
2025 41,726  
2026 37,138  
2027 20,793  
Thereafter 36,223  
Total minimum lease payments 223,362  
Less: amounts representing interest or imputed interest (122,580)  
Present value of lease liabilities 100,782  
Less: current financing obligations (17,364)  
Long-term financing obligations $ 83,418  
v3.22.4
Leases - Sales-Type Leases (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Net Investment in Lease [Abstract]    
Lease payment receivables, net   $ 44,378
Estimated residual value of leased assets (unguaranteed)   890
Net investment in sales-type leases $ 0 45,268
Less: current portion [1] 0 (5,784)
Customer financing receivable [1] $ 0 39,484
Current estimated credit losses   $ 100
[1] We have variable interest entities related to PPAs (see Note 11 - Portfolio Financings) and 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 the consolidated balance sheets.
v3.22.4
Leases - Payment to be Received (Details) - PPA Entities - Portfolio Financing
$ in Thousands
Dec. 31, 2022
USD ($)
Lessor, Lease, Description [Line Items]  
2023 $ 21,063
2024 21,238
2025 21,630
2026 22,092
2027 22,566
Thereafter 85,009
Total minimum lease payments $ 193,598
v3.22.4
Stock-Based Compensation and Employee Benefit Plans - Equity Incentive and Stock Plans Narrative (Details) - $ / shares
 12 Months Ended
Mar. 31, 2021
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Number of additional shares authorized, percent   4.00%    
Weighted average exercise price, outstanding options (in dollars per share)   $ 20.70 $ 21.23 $ 21.27
RSUs        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Granted (in shares)   5,395,199 6,475,536  
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)   $ 27.15    
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)   5,436,417    
2018 Equity Incentive Plan | RSUs        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Granted (in shares) 9,543,386      
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)   3,311,892    
Weighted average exercise price, outstanding options (in dollars per share)   $ 10.11    
Number of common stock reserved for issuance (in shares)   28,340,641    
2002 Stock 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    
v3.22.4
Stock-Based Compensation and Employee Benefit Plans - Weighted-Average Assumptions (Details)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Risk free interest rate     0.60%
Expected term (years) 0 years 0 years 6 years 7 months 6 days
Expected dividend yield     0.00%
Expected volatility rate     71.00%
v3.22.4
Stock-Based Compensation and Employee Benefit Plans - Stock-based Compensation Expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]      
Share-based compensation expense $ 113,966 $ 76,132 $ 73,893
Share-based payment arrangement, amount capitalized 6,300 5,800  
Cost of revenue      
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]      
Share-based compensation expense 18,955 13,811 17,475
Research and development      
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]      
Share-based compensation expense 33,956 20,274 19,037
Sales and marketing      
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]      
Share-based compensation expense 18,651 17,085 10,997
General and administrative      
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]      
Share-based compensation expense $ 42,404 $ 24,962 $ 26,384
v3.22.4
Stock-Based Compensation and Employee Benefit Plans - Stock Option and Stock Activity (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Outstanding Options/RSUs, Number of Shares    
Outstanding (in shares) 10,737,295 15,354,271
Exercised (in shares) (537,324) (3,460,364)
Forfeited (in shares) (42,774) (1,156,612)
Expired (in shares) (1,408,888)  
Outstanding (in shares) 8,748,309 10,737,295
Outstanding Options Weighted Average Exercise Price    
Outstanding (in dollars per share) $ 21.23 $ 21.27
Exercised (in dollars per share) 7.08 23.05
Forfeited (in dollars per share) 6.98 16.33
Expired (in dollars per share) 30.39  
Outstanding (in dollars per share) $ 20.70 $ 21.23
Outstanding, remaining contractual life 4 years 7 months 6 days 5 years 2 months 12 days
Outstanding, aggregate intrinsic value $ 40,532 $ 60,304
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]    
Vested and expected to vest (in shares) 8,743,013  
Exercisable (in shares) 8,636,644  
Vested and expected to vest, weighted average exercise price (in dollars per share) $ 20.71  
Exercisable, weighted average exercise price (in dollars per share) $ 20.86  
Vested and expected to vest, remaining contractual life 4 years 7 months 6 days  
Exercisable, remaining contractual life 4 years 7 months 6 days  
Vested and expected to vest, aggregate intrinsic value $ 40,469  
Exercisable, aggregate intrinsic value $ 39,296  
v3.22.4
Stock-Based Compensation and Employee Benefit Plans - Stock Options Narrative (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Share-based Arrangements with Employees and Nonemployees [Abstract]      
Stock options exercised, intrinsic value $ 3.8 $ 28.9 $ 11.2
Unrecognized compensation cost related to unvested stock options $ 0.4 $ 6.2  
Expense expected to be recognized over remaining weighted-average period 10 months 24 days 10 months 24 days  
Cash received from stock options exercised $ 3.7 $ 79.7 15.0
Class A Common Stock      
Share-based Arrangements with Employees and Nonemployees [Abstract]      
Granted (in shares) 0    
Employee Stock Option      
Share-based Arrangements with Employees and Nonemployees [Abstract]      
Allocated share-based compensation expense $ 7.1 $ 15.6 $ 19.1
v3.22.4
Stock-Based Compensation and Employee Benefit Plans - Unvested Restricted Stock Unit Activity (Details) - Restricted Stock Units - $ / shares
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Unvested Restricted Stock Unit Activity    
Unvested balance (in shares) 8,367,664 6,418,788
Granted (in shares) 5,395,199 6,475,536
Vested (in shares) (2,957,215) (2,904,996)
Forfeited (in shares) (1,256,613) (1,621,664)
Unvested balance (in shares) 9,549,035 8,367,664
Weighted Average Grant Date Fair Value    
Unvested balance (in dollars per share) $ 20.52 $ 13.71
Granted (in dollars per share) 19.74 25.82
Vested (in dollars per share) 18.14 17.04
Forfeited (in dollars per share) 21.32 20.97
Unvested balance (in dollars per share) $ 19.99 $ 20.52
v3.22.4
Stock-Based Compensation and Employee Benefit Plans - Stock Award Activity (Details) - Restricted Stock Units - $ / shares
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Unvested Restricted Stock Unit Activity    
Unvested balance (in shares) 8,367,664 6,418,788
Granted (in shares) 5,395,199 6,475,536
Vested (in shares) (2,957,215) (2,904,996)
Forfeited (in shares) (1,256,613) (1,621,664)
Unvested balance (in shares) 9,549,035 8,367,664
Weighted Average Grant Date Fair Value    
Unvested balance (in dollars per share) $ 20.52 $ 13.71
Granted (in dollars per share) 19.74 25.82
Vested (in dollars per share) 18.14 17.04
Forfeited (in dollars per share) 21.32 20.97
Unvested balance (in dollars per share) $ 19.99 $ 20.52
v3.22.4
Stock-Based Compensation and Employee Benefit Plans - Stock Awards Narrative (Details) - Restricted Stock Units - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Allocated share-based compensation expense $ 89.4 $ 50.1 $ 44.1
Unrecognized stock-based compensation cost $ 135.7 $ 114.9  
Expense expected to be recognized over a weighted-average period 1 year 10 months 24 days 2 years 3 months 18 days  
v3.22.4
Stock-Based Compensation and Employee Benefit Plans - Executive Awards Narrative (Details)
$ in Millions
 1 Months Ended 12 Months Ended
Nov. 30, 2019
tranche
Dec. 31, 2022
USD ($)
Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expected volatility rate     71.00%
Risk free interest rate     0.60%
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 | $   $ 22.4  
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%  
2020 Executive Awards      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Share-based payment arrangement, number of tranche 3    
2022 Executive Award      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Share-based payment arrangement, number of tranche 3    
v3.22.4
Stock-Based Compensation and Employee Benefit Plans - Number of Shares Available for Grant (Details) - shares
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Options/ RSUs Available for Grant    
Beginning balance (in shares) 24,146,784 20,233,754
Added to plan 8,384,460 8,102,014
Granted (5,431,930) (6,475,536)
Cancelled/Forfeited 2,597,990 2,778,276
Expired (1,356,663) (491,724)
Ending Balance (in shares) 28,340,641 24,146,784
v3.22.4
Stock-Based Compensation and Employee Benefit Plans - Employee Stock Purchase Plan (Details)
 12 Months Ended
Jul. 05, 2018
Dec. 31, 2022
USD ($)
shares
Dec. 31, 2021
USD ($)
shares
Dec. 31, 2020
USD ($)
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)   13,840,716 2,544,668      
Employee stock ownership plan (ESOP), compensation expense | $   $ 16,200,000 $ 7,600,000 $ 5,700,000    
Share-based compensation arrangement by share-based payment award, shares issued in period   759,744 1,945,305      
Number of additional shares authorized (in shares)   12,055,792 1,902,572      
Unrecognized stock-based compensation cost | $   $ 12,000,000 $ 9,800,000      
Expense expected to be recognized over a weighted-average period   7 months 6 days 6 months      
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%      
v3.22.4
Stock-Based Compensation and Employee Benefit Plans - Fair Value of Shares Purchased Under the 2018 ESPP (Details) (Details)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expected term (years) 0 years 0 years 6 years 7 months 6 days
Expected dividend yield     0.00%
Employee Stock | 2018 ESPP      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Risk-free interest rate (minimum) 3.10% 0.10%  
Risk-free interest rate (maximum) 3.20% 2.80%  
Expected dividend yield 0.00% 0.00%  
Expected volatility (minimum) 78.00% 95.00%  
Expected volatility (maximum) 88.90% 114.50%  
Employee Stock | 2018 ESPP | Minimum      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expected term (years) 6 months 6 months  
Employee Stock | 2018 ESPP | Maximum      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expected term (years) 2 years 2 years  
v3.22.4
Portfolio Financings - Narrative (Details)
$ in Thousands
 2 Months Ended 12 Months Ended
Nov. 22, 2022
USD ($)
MW
Nov. 02, 2022
USD ($)
Jun. 14, 2022
MW
Jun. 13, 2022
USD ($)
Dec. 31, 2022
USD ($)
entity
MW
Dec. 31, 2021
USD ($)
company
Dec. 31, 2020
USD ($)
Nov. 01, 2022
Variable Interest Entity [Line Items]                
Number of entities | entity         6      
Repayment of debt         $ 100,705 $ 0 $ 0  
Loss on extinguishment of debt         8,955 0 12,878  
Customer financing receivable [1]         0 5,784    
Customer financing receivable [1]         0 39,484    
Write-off of assets related to PPA IIIa and PPA IV         113,514 0 0  
Depreciation and amortization         61,608 53,454 52,279  
Inventories         (124,878) (885) (33,004)  
Contract assets         21,525 21,874 0  
Decrease in accounts receivable         (162,864) 8,608 (61,702)  
Total revenue         1,199,125 972,176 794,247  
Cost of revenue         1,050,837 774,595 628,454  
Decrease in net cash provided by financing activities         (211,364) (306,375) (176,031)  
Repayment of debt - related parties         6,553 0 0  
Prepaid expenses and other current assets         (17,590) 1,520 (3,124)  
General and administrative         167,740 122,188 107,085  
Aggregate purchase price of transaction amount   $ 8,000            
Contractual interest expense         53,493 $ 69,025 76,276  
Number of investment companies | company           3    
PPA Company V                
Variable Interest Entity [Line Items]                
Interest owns percentage   70.00%           10.00%
Ownership percentage acquired   66.67%            
Product                
Variable Interest Entity [Line Items]                
Total revenue         880,664 $ 663,512 518,633  
Cost of revenue         616,178 471,654 332,724  
Electricity                
Variable Interest Entity [Line Items]                
Total revenue         75,387 68,421 64,094  
Cost of revenue         162,057 44,441 46,859  
Installation                
Variable Interest Entity [Line Items]                
Total revenue         92,120 96,059 101,887  
Cost of revenue         104,111 110,214 116,542  
Service                
Variable Interest Entity [Line Items]                
Total revenue         150,954 144,184 109,633  
Cost of revenue         168,491 148,286 $ 132,329  
PPA Entities                
Variable Interest Entity [Line Items]                
Customer financing receivable         0 5,784    
Customer financing receivable         0 39,484    
Property and equipment, net         133,285 $ 228,546    
PPA Entities | PPA 3A Upgrade                
Variable Interest Entity [Line Items]                
Write-off of assets related to PPA IIIa and PPA IV         $ 44,800      
PPA Entities | 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        
Decrease in net cash provided by financing activities         $ 32,600      
Debt repayment—principal         30,200      
Repayment of debt - related parties         2,400      
PPA Entities | PPA Company 3a | PPA 3A Upgrade                
Variable Interest Entity [Line Items]                
Repayment of debt         30,600      
Loss on extinguishment of debt         4,200      
Payments for upgrade project         29,300      
Proceeds from sale of energy servers         66,300      
Customer financing receivable         5,900      
Customer financing receivable         36,900      
Property and equipment, net         2,200      
Write-off of assets related to PPA IIIa and PPA IV         44,800      
Depreciation and amortization         $ 200      
Estimated depreciable life         6 months 15 years    
Inventories         $ 25,000      
Contract assets         3,400      
Decrease in accounts receivable         1,800      
Increase (decrease) in other liabilities         3,800      
PPA Entities | PPA Company 3a | PPA 3A Upgrade | Product                
Variable Interest Entity [Line Items]                
Total revenue         49,800      
Cost of revenue         21,800      
PPA Entities | PPA Company 3a | PPA 3A Upgrade | Electricity                
Variable Interest Entity [Line Items]                
Write-off of assets related to PPA IIIa and PPA IV         44,800      
Depreciation and amortization         200      
Cost of revenue         45,000      
PPA Entities | PPA Company 3a | PPA 3A Upgrade | Installation                
Variable Interest Entity [Line Items]                
Total revenue         4,600      
Cost of revenue         3,200      
PPA Entities | PPA Company 3a | PPA 3A Upgrade | Service                
Variable Interest Entity [Line Items]                
Total revenue         $ 700      
PPA Entities | 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%              
PPA Entities | 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              
Decrease in net cash provided by financing activities         $ 74,600      
Debt repayment—principal         70,500      
Repayment of debt - related parties         4,100      
Payments to acquire equity interest   $ 4,000            
PPA Entities | PPA Company 4a | PPA 4A Upgrade                
Variable Interest Entity [Line Items]                
Repayment of debt         70,900      
Loss on extinguishment of debt         4,700      
Payments for upgrade project         16,400      
Proceeds from sale of energy servers         91,400      
Property and equipment, net         64,300      
Write-off of assets related to PPA IIIa and PPA IV         64,000      
Depreciation and amortization         $ 300      
Estimated depreciable life         6 months 15 years    
Inventories         $ 37,400      
Contract assets         17,900      
Increase (decrease) in other liabilities         6,200      
Prepaid expenses and other current assets         4,700      
General and administrative         4,700      
Buyout of equity interest         23,700      
PPA Entities | PPA Company 4a | PPA 4A Upgrade | Product                
Variable Interest Entity [Line Items]                
Total revenue         102,300      
Cost of revenue         37,400      
PPA Entities | PPA Company 4a | PPA 4A Upgrade | Electricity                
Variable Interest Entity [Line Items]                
Depreciation and amortization         300      
Total revenue         1,400      
Cost of revenue         $ 64,300      
PPA Entities | 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%              
[1] We have variable interest entities related to PPAs (see Note 11 - Portfolio Financings) and 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 the consolidated balance sheets.
v3.22.4
Portfolio Financings - Schedule of VIEs (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
USD ($)
MMBTU
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
PPA Company 3a      
Variable Interest Entity [Line Items]      
Maximum size of installation (in megawatts) | MMBTU 10    
Installed size (in megawatts) | MMBTU 10    
Term of power purchase agreements (in years) 15 years    
Initial income (loss) and tax benefits allocation to Equity Investor 99.00%    
Initial cash allocation to Equity Investor 99.00%    
Income (loss), tax and cash allocations to Equity Investor after the flip date 5.00%    
Company cash contributions $ 32,223    
Company non-cash contributions 8,655    
Equity Investor cash contributions 36,967    
Debt financing 44,968    
Distributions to Equity Investor 4,897 $ 4,897 $ 4,847
Debt repayment—principal $ 44,968 13,899 10,513
PPA Company 4      
Variable Interest Entity [Line Items]      
Maximum size of installation (in megawatts) | MMBTU 21    
Installed size (in megawatts) | MMBTU 19    
Term of power purchase agreements (in years) 15 years    
Initial income (loss) and tax benefits allocation to Equity Investor 90.00%    
Initial cash allocation to Equity Investor 90.00%    
Company cash contributions $ 11,669    
Company non-cash contributions 0    
Equity Investor cash contributions 84,782    
Debt financing 99,000    
Distributions to Equity Investor 15,017 12,848 8,852
Debt repayment—principal $ 99,000 25,045 21,163
PPA Company 5      
Variable Interest Entity [Line Items]      
Maximum size of installation (in megawatts) | MMBTU 40    
Installed size (in megawatts) | MMBTU 37    
Term of power purchase agreements (in years) 15 years    
Initial income (loss) and tax benefits allocation to Equity Investor 99.00%    
Initial cash allocation to Equity Investor 90.00%    
Company cash contributions $ 27,932    
Company non-cash contributions 0    
Equity Investor cash contributions 227,344    
Debt financing 131,237    
Distributions to Equity Investor 30,786 26,601 24,809
Debt repayment—principal $ 139,795 $ 132,587 $ 16,475
v3.22.4
Portfolio Financings - Schedule of PPA Entities' Assets and Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Current assets:    
Cash and cash equivalents [1] $ 348,498 $ 396,035
Restricted cash, current [1] 51,515 92,540
Accounts receivable [1] 250,995 87,789
Customer financing receivable [1] 0 5,784
Prepaid expenses and other current assets [1] 43,643 30,661
Total current assets 1,055,963 806,420
Customer financing receivable [1] 0 39,484
Restricted cash [1] 118,353 126,539
Other long-term assets [1] 40,205 41,073
Total assets 1,946,627 1,725,571
Current liabilities:    
Accrued expenses and other current liabilities [1] 144,183 114,138
Deferred revenue and customer deposits [1] 159,048 89,975
Non-recourse debt [1] 13,307 17,483
Total current liabilities 541,946 342,479
Deferred revenue and customer deposits [1] 56,392 90,310
Non-recourse debt [1] 112,480 217,416
Total liabilities 1,567,811 1,518,547
PPA Entities    
Current assets:    
Cash and cash equivalents 5,008 1,541
Restricted cash, current 550 3,078
Accounts receivable 2,072 5,112
Customer financing receivable 0 5,784
Prepaid expenses and other current assets 1,927 3,071
Total current assets 9,557 18,586
Property and equipment, net 133,285 228,546
Customer financing receivable 0 39,484
Restricted cash 8,000 23,239
Other long-term assets 1,869 2,362
Total assets 152,711 312,217
Current liabilities:    
Accrued expenses and other current liabilities 1,037 194
Deferred revenue and customer deposits 662 662
Non-recourse debt 13,307 17,483
Total current liabilities 15,006 18,339
Deferred revenue and customer deposits 4,748 5,410
Non-recourse debt 112,480 217,417
Total liabilities $ 132,234 $ 241,166
[1] We have variable interest entities related to PPAs (see Note 11 - Portfolio Financings) and 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 the consolidated balance sheets.
v3.22.4
Portfolio Financings - Schedule of Consolidated Assets and Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Variable Interest Entity [Line Items]    
Total current assets $ 1,055,963 $ 806,420
Long-term assets 890,664 919,151
Total assets 1,946,627 1,725,571
Current liabilities 515,923 316,648
Current portion of debt 26,023 25,831
Long-term liabilities 640,309 675,169
Long-term portion of debt 385,556 500,899
Total liabilities 1,567,811 1,518,547
Bloom Energy    
Variable Interest Entity [Line Items]    
Total current assets 1,046,406 787,834
Long-term assets 747,510 625,520
Total assets 1,793,916 1,413,354
Current liabilities 514,224 315,792
Current portion of debt 12,716 8,348
Long-term liabilities 635,561 669,759
Long-term portion of debt 273,076 283,482
Total liabilities 1,435,577 1,277,381
PPA Entities    
Variable Interest Entity [Line Items]    
Total current assets 9,557 18,586
Long-term assets 143,154 293,631
Total assets 152,711 312,217
Current liabilities 1,699 856
Current portion of debt 13,307 17,483
Long-term liabilities 4,748 5,410
Long-term portion of debt 112,480 217,417
Total liabilities $ 132,234 $ 241,166
v3.22.4
Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Related Party Transactions [Abstract]      
Total revenue from related parties $ 36,281 $ 16,038 $ 7,562
Interest expense to related parties $ 0 $ 0 $ 2,513
v3.22.4
Related Party Transactions - Narrative (Details)
shares in Thousands, $ in Thousands
 1 Months Ended 3 Months Ended 12 Months Ended
Oct. 23, 2021
shares
Jul. 01, 2021
USD ($)
Oct. 31, 2021
shares
Dec. 29, 2021
shares
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Related Party Transaction [Line Items]              
Total revenue from related parties         $ 36,281 $ 16,038 $ 7,562
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              
Related Party Transaction [Line Items]              
Total revenue from related parties         36,300 14,500 4,200
Accounts receivable         4,300 4,400  
SK Ecoplant | Series A Redeemable Convertible Preferred Stock | Initial Investment              
Related Party Transaction [Line Items]              
Shares sold in offering (in shares) | shares 10,000   10,000 10,000      
Service | Equity Method Investee | Softbank Corp.              
Related Party Transaction [Line Items]              
Total revenue from related parties         $ 0 $ 1,600 $ 3,400
v3.22.4
Commitments and Contingencies - Narrative (Details)
$ in Thousands
 9 Months Ended 12 Months Ended
Jan. 06, 2023
USD ($)
Dec. 31, 2022
USD ($)
employee
Sep. 30, 2017
USD ($)
period
employee
Dec. 31, 2022
USD ($)
employee
Dec. 31, 2021
USD ($)
employee
Dec. 31, 2020
USD ($)
Dec. 31, 2017
USD ($)
Mar. 31, 2012
USD ($)
Operating Leased Assets [Line Items]                
PPA expenses       $ 12,100 $ 9,500      
Term of customer contract for negotiated rates       15 years        
Restricted cash   $ 169,868   $ 169,868 219,079      
Restricted cash, current [1]   51,515   51,515 92,540      
Restricted cash [1]   $ 118,353   $ 118,353 126,539      
Grants receivable               $ 16,500
Number of employees to be hired per incentive grant agreement | employee   900 900 900        
Minimum cumulative employee compensation, recapture period one     $ 108,000          
Number of additional recapture periods | period     2          
Minimum cumulative employee compensation, recapture period three     $ 324,000          
Cumulative compensation expense incurred   $ 251,200   $ 251,200 191,400      
Proceeds from government grants   12,000            
Grant agreement, maximum possible repayment amount, recapture period three   2,500   2,500        
Grant agreement, recapture provision repayments         1,000   $ 1,500  
Delaware grant obligation   $ 9,500   $ 9,500 $ 9,500      
Subsequent Event                
Operating Leased Assets [Line Items]                
Settlement amount $ 3,000              
Delaware                
Operating Leased Assets [Line Items]                
Number of full time employees | employee   634   634 484      
PPA Entities                
Operating Leased Assets [Line Items]                
Restricted cash, current   $ 550   $ 550 $ 3,078      
Restricted cash   8,000   8,000 23,239      
PPA Company 2 | PPA Entities                
Operating Leased Assets [Line Items]                
Restricted cash   69,100   69,100 99,400      
Restricted cash, current   40,600   40,600 41,700      
Restricted cash   28,500   28,500 57,700      
PPA Company 3b | PPA Entities                
Operating Leased Assets [Line Items]                
Term of customer contract for negotiated rates           7 years    
Restricted cash           $ 20,000    
Restricted cash, current   1,200   1,200 1,200      
Restricted cash   $ 6,700   $ 6,700 $ 6,700      
[1] We have variable interest entities related to PPAs (see Note 11 - Portfolio Financings) and 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 the consolidated balance sheets.
v3.22.4
Income Taxes - Domestic and Foreign Components of Income (Loss) Before Income Taxes (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Income Tax Disclosure [Abstract]      
United States $ (320,107) $ (195,208) $ (179,657)
Foreign 6,118 2,885 826
Loss before income taxes $ (313,989) $ (192,323) $ (178,831)
v3.22.4
Income Taxes - Provisions/ Benefit (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Current:      
Federal $ 0 $ 0 $ 0
State 374 107 21
Foreign 1,158 1,012 472
Total current 1,532 1,119 493
Deferred:      
Federal 0 0 0
State 0 0 0
Foreign (435) (73) (237)
Total deferred (435) (73) (237)
Provision for income taxes $ 1,097 $ 1,046 $ 256
v3.22.4
Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Income Tax Disclosure [Abstract]      
Tax at federal statutory rate $ (65,922) $ (40,387) $ (37,552)
State taxes, net of federal effect 374 107 21
Impact on noncontrolling interest 2,872 6,074 4,522
Elimination of acquiree deferred taxes 0 2,149 0
Non-U.S. tax effect (387) 412 78
Nondeductible expenses and losses 2,258 1,311 908
Stock-based compensation 7,019 5,307 5,956
Loss on debt extinguishment 0 0 214
U.S. tax on foreign earnings (GILTI) 2,525 59 203
(Gain) loss on SK Equity Transaction (3,932) 2,292 0
Acquisition contingent liability 0 (762) 0
Change in valuation allowance 56,290 24,484 25,906
Provision for income taxes $ 1,097 $ 1,046 $ 256
v3.22.4
Income Taxes - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Tax Credit Carryforward [Line Items]      
Provision for income tax $ 1,097 $ 1,046 $ 256
Pre-tax loss $ 313,989 $ 192,323 $ 178,831
Effective income tax rate (0.30%) (0.50%) (0.10%)
Valuation allowance $ 758,242 $ 689,257  
Increase in valuation allowance 69,000 74,300  
Uncertain tax positions increase 6,400    
Unrecognized tax benefits that would impact valuation allowance 44,700    
Interest and penalties accrued 0 0  
Domestic Tax Authority      
Tax Credit Carryforward [Line Items]      
Operating loss carryforwards 2,100,000    
Tax credit carryforwards 37,600    
Domestic Tax Authority | Research Tax Credit Carryforward      
Tax Credit Carryforward [Line Items]      
Tax credit carryforwards   31,000  
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 1,400,000    
Operating loss carryforwards, subject to expiration   365,300  
Tax credit carryforwards $ 17,400    
State and Local Jurisdiction | Research Tax Credit Carryforward      
Tax Credit Carryforward [Line Items]      
Tax credit carryforwards   $ 17,400  
v3.22.4
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Income Tax Disclosure [Abstract]    
Tax credits and net operating loss carryforwards $ 558,779 $ 562,384
Lease liabilities 157,890 151,937
Depreciation and amortization 27,681 9,516
Deferred revenue 18,992 23,208
Accruals and reserves 21,084 14,524
Research and development expenditures capitalization 28,965 0
Stock-based compensation 22,675 20,138
Disallowed Interest expenses 29,159 26,730
Investment in PPA entities 4,354 0
Other items - deferred tax assets 1,519 1,528
Gross deferred tax assets 871,098 809,965
Valuation allowance (758,242) (689,257)
Net deferred tax assets 112,856 120,708
Investment in PPA entities 0 (7,911)
Managed services - deferred costs (18,974) (20,935)
Right-of-use assets and leased assets (90,682) (89,165)
Other items - deferred tax liability (2,049) (1,742)
Gross deferred tax liabilities (111,705) (119,753)
Net deferred tax asset $ 1,151 $ 955
v3.22.4
Income Taxes - Operating Loss And Credit Carryforwards (Details)
$ in Millions
Dec. 31, 2022
USD ($)
Domestic Tax Authority  
Operating Loss Carryforwards [Line Items]  
Operating loss carryforwards $ 2,100.0
Tax credit carryforwards 37.6
Domestic Tax Authority | Expire in 2025 - 2027  
Operating Loss Carryforwards [Line Items]  
Operating loss carryforwards 100.0
Tax credit carryforwards 3.1
Domestic Tax Authority | Expire in 2028 - 2032  
Operating Loss Carryforwards [Line Items]  
Operating loss carryforwards 700.0
Tax credit carryforwards 7.8
Domestic Tax Authority | Expire beginning in 2033  
Operating Loss Carryforwards [Line Items]  
Operating loss carryforwards 900.0
Tax credit carryforwards 26.7
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 1,400.0
Tax credit carryforwards 17.4
State and Local Jurisdiction | Expire in 2025 - 2027  
Operating Loss Carryforwards [Line Items]  
Operating loss carryforwards 0.0
Tax credit carryforwards 0.0
State and Local Jurisdiction | Expire in 2028 - 2032  
Operating Loss Carryforwards [Line Items]  
Operating loss carryforwards 600.0
Tax credit carryforwards 0.0
State and Local Jurisdiction | Expire beginning in 2033  
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 $ 17.4
v3.22.4
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]      
Unrecognized tax benefits beginning balance $ 42,010 $ 37,753 $ 34,480
Gross (decrease) increase for tax positions of prior year (55)    
Gross (decrease) increase for tax positions of prior year   95 307
Gross increase for tax positions of current year 6,434 4,162 2,966
Unrecognized tax benefits end balance $ 48,389 $ 42,010 $ 37,753
v3.22.4
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, 2022
Dec. 31, 2021
Dec. 31, 2020
Numerator:      
Net loss available to Class A and Class B common stockholders $ (301,708) $ (164,473) $ (157,574)
Denominator:      
Weighted average shares used to compute net loss per share available to Class A and Class B common stockholders, basic (in shares) 185,907 173,438 138,722
Weighted average shares used to compute net loss per share available to Class A and Class B common stockholders, diluted (in shares) 185,907 173,438 138,722
Net loss per share attributable to Class A and Class B common stockholders, basic (in dollars per share) $ (1.62) $ (0.95) $ (1.14)
Net loss per share attributable to Class A and Class B common stockholders, diluted (in dollars per share) $ (1.62) $ (0.95) $ (1.14)
v3.22.4
Net Loss per Share Available to Common Stockholders - Schedule of Antidilutive Securities (Details) - shares
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities 28,391,000 21,287,000 35,838,000
Convertible notes      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities 14,187,000 14,187,000 29,729,000
Redeemable convertible preferred stock      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities 8,521,000 82,000 0
Stock options and awards      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities 5,683,000 7,018,000 6,109,000
Class A Common Stock      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities 13,491,701    
v3.22.4
SK ecoplant Strategic Investment - Narrative (Details)
$ / shares in Units, $ in Thousands
 1 Months Ended 2 Months Ended 3 Months Ended 12 Months Ended
Dec. 06, 2022
shares
Nov. 08, 2022
shares
Aug. 19, 2022
USD ($)
$ / shares
shares
Aug. 10, 2022
USD ($)
$ / shares
shares
Oct. 23, 2021
USD ($)
day
$ / shares
shares
Oct. 31, 2021
USD ($)
$ / shares
shares
Dec. 29, 2021
USD ($)
Dec. 29, 2021
USD ($)
shares
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Schedule of Equity Method Investments [Line Items]                      
Deferred revenue                 $ 94,355 $ 115,476  
Transaction costs                 13,775 0 $ 0
Revaluation of derivative contracts                 9,583 (17,532) $ 497
Option to acquire a variable number of shares of Class A Common Stock                      
Schedule of Equity Method Investments [Line Items]                      
Derivative liability                   13,200  
Over-Allotment Option | SK Ecoplant                      
Schedule of Equity Method Investments [Line Items]                      
Offering price per share (in dollars per share) | $ / shares       $ 23.05              
Net proceeds from stock offering       $ 4,200              
Revaluation of derivative contracts       $ 9,000              
SK Ecoplant                      
Schedule of Equity Method Investments [Line Items]                      
Purchase commitment period           3 years          
Redeemable convertible preferred stock, Series A         $ 218,000            
Change in fair value             $ 9,700        
Deferred revenue             $ 37,000 $ 37,000 24,600 34,200  
Revenue recognized                 9,600 2,800  
Deferred revenue, current                 10,000 7,800  
Deferred revenue, noncurrent                 14,600 $ 26,400  
Transaction costs         9,800            
SK Ecoplant | Option to acquire a variable number of shares of Class A Common Stock                      
Schedule of Equity Method Investments [Line Items]                      
Derivative liability         9,600       $ 13,200    
SK Ecoplant | Other Income (Expense), Net                      
Schedule of Equity Method Investments [Line Items]                      
Transaction costs         400            
SK Ecoplant | Convertible Redeemable Preferred Stock                      
Schedule of Equity Method Investments [Line Items]                      
Transaction costs         $ 9,400            
SK Ecoplant | Option Shares                      
Schedule of Equity Method Investments [Line Items]                      
Offering price per share (in dollars per share) | $ / shares         $ 23.00            
Ownership threshold         1.00%            
Percentage of ownership after transaction         15.00%            
Percent of the volume-weighted average closing price         1.15            
Consecutive trading day period | day         20            
Class A Common Stock                      
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                
Net proceeds from stock offering     $ 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     13,491,701              
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 | SK Ecoplant | Option Shares                      
Schedule of Equity Method Investments [Line Items]                      
Shares sold in offering (in shares) | shares         11,000,000            
Series A Redeemable Convertible Preferred Stock | SK Ecoplant | Initial Investment                      
Schedule of Equity Method Investments [Line Items]                      
Shares sold in offering (in shares) | shares         10,000,000 10,000,000   10,000,000      
Temporary equity, par value (in dollars per share) | $ / shares         $ 0.0001 $ 0.0001          
Offering price per share (in dollars per share) | $ / shares         $ 25.50 $ 25.50          
Net proceeds from stock offering         $ 255,000 $ 255,000          
v3.22.4
SK ecoplant Strategic Investment - Schedule of Aggregate Carrying Values (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Current assets:    
Cash and cash equivalents [1] $ 348,498 $ 396,035
Accounts receivable [1] 250,995 87,789
Inventories [1] 268,394 143,370
Prepaid expenses and other current assets [1] 43,643 30,661
Total current assets 1,055,963 806,420
Operating lease right-of-use assets [1] 126,955 106,660
Other long-term assets [1] 40,205 41,073
Total assets 1,946,627 1,725,571
Current liabilities:    
Accounts payable [1] 161,770 72,967
Accrued expenses and other current liabilities [1] 144,183 114,138
Deferred revenue and customer deposits [1] 159,048 89,975
Operating lease liabilities [1] 16,227 13,101
Total current liabilities 541,946 342,479
Operating lease liabilities [1] 132,363 106,187
Total liabilities 1,567,811 1,518,547
SK Ecoplant    
Current assets:    
Cash and cash equivalents 2,591 2,955
Accounts receivable 4,257 4,362
Inventories 13,412 4,363
Prepaid expenses and other current assets 2,645 99
Total current assets 22,905 11,779
Property and equipment, net 1,141 1,101
Operating lease right-of-use assets 2,390 569
Other long-term assets 47 231
Total assets 26,483 13,680
Current liabilities:    
Accounts payable 5,607 3,006
Accrued expenses and other current liabilities 1,355 567
Deferred revenue and customer deposits 2 475
Operating lease liabilities 393 175
Total current liabilities 7,357 4,223
Operating lease liabilities 2,000 402
Total liabilities $ 9,357 $ 4,625
[1] We have variable interest entities related to PPAs (see Note 11 - Portfolio Financings) and 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 the consolidated balance sheets.