BLOOM ENERGY CORP, 10-K filed on 2/27/2025
Annual Report
v3.25.0.1
Cover Page - USD ($)
$ in Billions
 12 Months Ended
Dec. 31, 2024
Feb. 24, 2025
Jun. 30, 2024
Cover [Abstract]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2024    
Current Fiscal Year End Date --12-31    
Document Transition Report false    
Entity File Number 001-38598    
Entity Registrant Name BLOOM ENERGY CORPORATION    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 77-0565408    
Entity Address, Address Line One 4353 North First Street    
Entity Address, City or Town San Jose    
Entity Address, State or Province CA    
Entity Address, Postal Zip Code 95134    
City Area Code 408    
Local Phone Number 543-1500    
Title of 12(b) Security Class A Common Stock, $0.0001 par value    
Trading Symbol BE    
Security Exchange Name NYSE    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Large Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
ICFR Auditor Attestation Flag true    
Document Financial Statement Error Correction [Flag] false    
Entity Shell Company false    
Entity Public Float     $ 1.7
Entity Common Stock, Shares Outstanding   230,398,527  
Documents Incorporated by Reference
Portions of the registrant’s definitive proxy statement for the 2025 Annual Meeting of Stockholders (the “2025 Proxy Statement”) are incorporated into Part III of this Annual Report on Form 10-K. The 2025 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, 2024.
    
Entity Central Index Key 0001664703    
Document Fiscal Year Focus 2024    
Document Fiscal Period Focus FY    
Amendment Flag false    
v3.25.0.1
Audit Information
 12 Months Ended
Dec. 31, 2024
Audit Information [Abstract]  
Auditor Firm ID 34
Auditor Name Deloitte & Touche LLP
Auditor Location San Jose, California
v3.25.0.1
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents [1] $ 802,851 $ 664,593
Restricted cash [1] 110,622 46,821
Accounts receivable, less allowance for credit losses [1],[2] 335,841 340,740
Contract assets [3] 145,162 41,366
Inventories [1] 544,656 502,515
Deferred cost of revenue [4] 58,792 45,984
Prepaid Expense and Other Assets, Current [1],[5] 46,203 51,148
Total current assets 2,044,127 1,693,167
Property, plant and equipment, net [1] 403,475 493,352
Operating lease right-of-use assets [1],[6] 122,489 139,732
Restricted cash [1] 37,498 33,764
Deferred cost of revenue 3,629 3,454
Other long-term assets [1],[7] 46,136 50,208
Total assets 2,657,354 2,413,677
Current liabilities:    
Accounts payable [1],[8] 92,704 132,078
Accrued warranty [9] 16,559 19,326
Accrued expenses and other current liabilities [1],[10] 138,450 130,879
Deferred revenue and customer deposits [1],[11] 243,314 128,922
Operating lease liabilities [1],[12] 19,642 20,245
Financing obligations 11,704 38,972
Recourse debt 114,385 0
Total current liabilities 636,758 470,422
Deferred revenue and customer deposits [1],[13] 43,105 19,140
Operating lease liabilities [1],[14] 124,523 141,939
Financing obligations 244,132 405,824
Recourse debt 1,010,350 842,006
Non-recourse debt [1],[15] 4,057 4,627
Other long-term liabilities 9,213 9,049
Total liabilities 2,072,138 1,893,007
Commitments and contingencies (Note 13)
Stockholders’ equity:    
Common stock: 0.0001 par value; Class A shares — 600,000,000 shares and 600,000,000 shares authorized, and 229,142,474 shares and 224,717,533 shares issued and outstanding, and Class B shares — 470,092,742 shares and 600,000,000 shares authorized, and no shares issued and outstanding at December 31, 2024, and 2023, respectively. 23 21
Additional paid-in capital 4,462,659 4,370,343
Accumulated other comprehensive loss (2,593) (1,687)
Accumulated deficit (3,897,618) (3,866,599)
Total stockholders’ equity attributable to common stockholders 562,471 502,078
Noncontrolling interest 22,745 18,592
Total stockholders’ equity 585,216 520,670
Total liabilities and stockholders’ equity $ 2,657,354 $ 2,413,677
[1] We have variable interest entity related to a joint venture in the Republic of Korea (see Note 17 — SK ecoplant Strategic Investment), which represents a portion of the consolidated balances recorded within these financial statement line items.
[2] Including amounts from related parties of $93.5 million and $262.0 million as of December 31, 2024, and 2023, respectively.
[3] Including amounts from related parties of $0.8 million and $6.9 million as of December 31, 2024, and 2023, respectively.
[4] Including amounts from related parties of $0.9 million as of December 31, 2023. There were no related party balances as of December 31, 2024.
[5] Including amounts from related parties of $1.2 million and $2.3 million as of December 31, 2024, and 2023, respectively.
[6] Including amounts from related parties of $1.4 million and $2.0 million as of December 31, 2024, and 2023, respectively.
[7] Including amounts from related parties of $8.8 million and $9.1 million as of December 31, 2024, and 2023, respectively.
[8] Including amounts from related parties of $0.1 million as of December 31, 2023. There were no related party balances as of December 31, 2024.
[9] Including amounts from related parties of $1.2 million and $1.3 million as of December 31, 2024, and 2023, respectively.
[10] Including amounts from related parties of $4.0 million and $3.4 million as of December 31, 2024, and 2023, respectively.
[11] Including amounts from related parties of $8.9 million and $1.7 million as of December 31, 2024, and 2023, respectively.
[12] Including amounts from related parties of $0.4 million and $0.4 million as of December 31, 2024, and 2023, respectively.
[13] Including amounts from related parties of $3.3 million and $6.7 million as of December 31, 2024, and 2023, respectively.
[14] Including amounts from related parties of $1.0 million and $1.6 million as of December 31, 2024, and 2023, respectively.
[15] Including amounts from related parties of $4.1 million and $4.6 million as of December 31, 2024, and 2023, respectively.
v3.25.0.1
Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Allowance for doubtful accounts $ 119 $ 119
Accounts receivable [1],[2] 335,841 340,740
Contract assets [3] 145,162 41,366
Deferred cost of revenue [4] 58,792 45,984
Prepaid Expense and Other Assets, Current [1],[5] 46,203 51,148
Operating lease right-of-use assets [1],[6] 122,489 139,732
Other long-term assets [1],[7] 46,136 50,208
Accounts payable [1],[8] 92,704 132,078
Accrued warranty [9] 16,559 19,326
Accrued expenses and other current liabilities [1],[10] 138,450 130,879
Deferred revenue and customer deposits [1],[11] 243,314 128,922
Operating lease liabilities [1],[12] 19,642 20,245
Deferred revenue and customer deposits, current [1],[13] 43,105 19,140
Operating lease liabilities [1],[14] 124,523 141,939
Non-recourse debt [1],[15] 4,057 4,627
Related Party    
Accounts receivable 93,510 262,031
Contract assets 800 6,872
Deferred cost of revenue 0 875
Prepaid Expense and Other Assets, Current 1,215 2,257
Operating lease right-of-use assets 1,385 2,031
Other long-term assets 8,776 9,069
Accounts payable 0 77
Accrued warranty 1,205 1,260
Accrued expenses and other current liabilities 3,989 3,427
Deferred revenue and customer deposits 8,857 1,707
Operating lease liabilities 442 440
Deferred revenue and customer deposits, current 3,300 6,700
Operating lease liabilities 977 1,617
Non-recourse debt $ 4,100 $ 4,600
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) 229,142,474 224,717,533
Common stock, outstanding (in shares) 229,142,474 224,717,533
Class B common stock    
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Common stock, authorized (in shares) 470,092,742 600,000,000
Common stock, issued (in shares) 0 0
Common stock, outstanding (in shares) 0 0
[1] We have variable interest entity related to a joint venture in the Republic of Korea (see Note 17 — SK ecoplant Strategic Investment), which represents a portion of the consolidated balances recorded within these financial statement line items.
[2] Including amounts from related parties of $93.5 million and $262.0 million as of December 31, 2024, and 2023, respectively.
[3] Including amounts from related parties of $0.8 million and $6.9 million as of December 31, 2024, and 2023, respectively.
[4] Including amounts from related parties of $0.9 million as of December 31, 2023. There were no related party balances as of December 31, 2024.
[5] Including amounts from related parties of $1.2 million and $2.3 million as of December 31, 2024, and 2023, respectively.
[6] Including amounts from related parties of $1.4 million and $2.0 million as of December 31, 2024, and 2023, respectively.
[7] Including amounts from related parties of $8.8 million and $9.1 million as of December 31, 2024, and 2023, respectively.
[8] Including amounts from related parties of $0.1 million as of December 31, 2023. There were no related party balances as of December 31, 2024.
[9] Including amounts from related parties of $1.2 million and $1.3 million as of December 31, 2024, and 2023, respectively.
[10] Including amounts from related parties of $4.0 million and $3.4 million as of December 31, 2024, and 2023, respectively.
[11] Including amounts from related parties of $8.9 million and $1.7 million as of December 31, 2024, and 2023, respectively.
[12] Including amounts from related parties of $0.4 million and $0.4 million as of December 31, 2024, and 2023, respectively.
[13] Including amounts from related parties of $3.3 million and $6.7 million as of December 31, 2024, and 2023, respectively.
[14] Including amounts from related parties of $1.0 million and $1.6 million as of December 31, 2024, and 2023, respectively.
[15] Including amounts from related parties of $4.1 million and $4.6 million as of December 31, 2024, and 2023, respectively.
v3.25.0.1
Consolidated Statements of Operations - USD ($)
shares in Thousands, $ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Revenue:      
Total revenue [1] $ 1,473,856 $ 1,333,470 $ 1,199,125
Cost of revenue:      
Total cost of revenue [2] 1,069,208 1,135,676 1,050,837
Gross profit 404,648 197,794 148,288
Operating expenses:      
Research and development 148,629 155,865 150,606
Sales and marketing 68,005 89,961 90,934
General and administrative [3] 165,105 160,875 167,740
Total operating expenses 381,739 406,701 409,280
Income (loss) from operations 22,909 (208,907) (260,992)
Interest income 25,342 19,885 3,887
Interest expense [4] (62,636) (108,299) (53,493)
Other income (expense), net 15,904 (2,793) 4,998
Loss on extinguishment of debt (27,182) (4,288) (8,955)
(Loss) gain on revaluation of embedded derivatives (694) (1,641) 566
Loss before income taxes (26,357) (306,043) (313,989)
Income tax provision 846 1,894 1,097
Net loss (27,203) (307,937) (315,086)
Less: Net income (loss) attributable to noncontrolling interest 2,024 (5,821) (13,378)
Net loss attributable to common stockholders (29,227) (302,116) (301,708)
Less: Net loss attributable to redeemable noncontrolling interest 0 0 (300)
Net loss before portion attributable to redeemable noncontrolling interest and noncontrolling interest $ (29,227) $ (302,116) $ (301,408)
Net loss per share available to common stockholders, basic (in dollars per share) $ (0.13) $ (1.42) $ (1.62)
Net loss per share available to common stockholders, diluted (in dollars per share) $ (0.13) $ (1.42) $ (1.62)
Weighted average shares used to compute net loss per share available to common stockholders, basic (in shares) 227,365 212,681 185,907
Weighted average shares used to compute net loss per share available to common stockholders, diluted (in shares) 227,365 212,681 185,907
Product      
Revenue:      
Total revenue [1] $ 1,085,153 $ 975,245 $ 880,664
Cost of revenue:      
Total cost of revenue [2] 685,847 630,105 616,178
Installation      
Revenue:      
Total revenue [1] 122,318 92,796 92,120
Cost of revenue:      
Total cost of revenue [2] 129,446 105,735 104,111
Service      
Revenue:      
Total revenue [1] 213,542 183,065 150,954
Cost of revenue:      
Total cost of revenue [2] 214,961 220,927 168,491
Electricity      
Revenue:      
Total revenue [1] 52,843 82,364 75,387
Cost of revenue:      
Total cost of revenue [2] $ 38,954 $ 178,909 $ 162,057
[1] Including related party revenue of $338.6 million, $487.2 million and $36.3 million for the years ended December 31, 2024, 2023 and 2022, respectively.
[2] Including related party cost of revenue of $0.2 million and $0.1 million for the years ended December 31, 2024, and 2023, respectively. There was no related party cost of revenue for the year ended December 31, 2022.
[3] Including related party general and administrative expenses of $0.7 million and $0.8 million for the years ended December 31, 2024, and 2023, respectively. There were no related party general and administrative expenses for the year ended December 31, 2022.
[4] Including related party interest expense of $0.2 million and $0.1 million for the years ended December 31, 2024, and 2023, respectively. There was no related party interest expense for the year ended December 31, 2022.
v3.25.0.1
Consolidated Statements of Operations (Parenthetical) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Total revenue [1] $ 1,473,856 $ 1,333,470 $ 1,199,125
Total cost of revenue [2] 1,069,208 1,135,676 1,050,837
General and administrative [3] 165,105 160,875 167,740
Related Party      
Total revenue 338,602 487,240 36,281
Total cost of revenue 163 133 0
General and administrative 683 812 0
Interest expense $ 200 $ 100 $ 0
[1] Including related party revenue of $338.6 million, $487.2 million and $36.3 million for the years ended December 31, 2024, 2023 and 2022, respectively.
[2] Including related party cost of revenue of $0.2 million and $0.1 million for the years ended December 31, 2024, and 2023, respectively. There was no related party cost of revenue for the year ended December 31, 2022.
[3] Including related party general and administrative expenses of $0.7 million and $0.8 million for the years ended December 31, 2024, and 2023, respectively. There were no related party general and administrative expenses for the year ended December 31, 2022.
v3.25.0.1
Consolidated Statements of Comprehensive Loss - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Statement of Comprehensive Income [Abstract]      
Net loss $ (27,203) $ (307,937) $ (315,086)
Other comprehensive loss, net of taxes:      
Foreign currency translation adjustment (2,735) (430) (794)
Other comprehensive loss, net of taxes (2,735) (430) (794)
Comprehensive loss (29,938) (308,367) (315,880)
Less: Comprehensive income (loss) attributable to noncontrolling interest 195 (5,815) (13,271)
Comprehensive loss attributable to common stockholders (30,133) (302,552) (302,609)
Less: Comprehensive loss attributable to redeemable noncontrolling interest 0 0 (300)
Comprehensive loss before portion attributable to redeemable noncontrolling interest and noncontrolling interest $ (30,133) $ (302,552) $ (302,309)
v3.25.0.1
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($)
$ in Thousands
Total
Total Equity Attributable to Common Stockholders
Common Stock
Additional Paid-In Capital
Accumulated Other Comprehensive Loss
Accumulated Deficit
Noncontrolling Interest
Beginning balance (in shares) at Dec. 31, 2021     176,460,407        
Beginning balance at Dec. 31, 2021 $ (1,827) $ (44,326) $ 18 $ 3,219,081 $ (350) $ (3,263,075) $ 42,499
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Issuance of restricted stock awards (in shares)     2,957,215        
Issuance of restricted stock awards 0            
ESPP purchase (in shares)     759,744        
ESPP purchase 11,600 11,600   11,600      
Exercise of stock options (in shares)     537,324        
Exercise of stock options 3,679 3,679   3,679      
Stock-based compensation 112,722 112,722   112,722      
Contributions from noncontrolling interest 2,815           2,815
Foreign currency translation adjustment (794) (901)     (901)   107
Distributions and payments to noncontrolling interest (6,854) (500)   (500)     (6,354)
Buyout of noncontrolling interest (12,000) (24,350)   (24,350)     12,350
Conversion of Series B redeemable convertible preferred stock (in shares)     10,000,000        
Conversion of redeemable convertible preferred stock 208,551 208,551 $ 1 208,550      
Public share offering (in shares)     14,950,000        
Public share offering 371,527 371,527 $ 1 371,526      
Forward to purchase Class A common stock 4,183 4,183   4,183      
Net (loss) income [1] (314,786) (301,408)       (301,408) (13,378)
Ending balance (in shares) at Dec. 31, 2022     205,664,690        
Ending balance at Dec. 31, 2022 378,816 340,777 $ 20 3,906,491 (1,251) (3,564,483) 38,039
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Issuance of restricted stock awards (in shares)     4,160,416        
Issuance of restricted stock awards 0            
ESPP purchase (in shares)     875,695        
ESPP purchase $ 13,363 13,363   13,363      
Exercise of stock options (in shares) 525,031   525,031        
Exercise of stock options $ 3,582 3,582   3,582      
Stock-based compensation 87,076 87,076   87,076      
Contributions from noncontrolling interest 6,979           6,979
Foreign currency translation adjustment (430) (436)     (436)   6
Distributions and payments to noncontrolling interest (2,265)           (2,265)
Buyout of noncontrolling interest (6,864) 11,482   11,482     (18,346)
Derecognition of the pre-modification forward contract fair value 76,242 76,242   76,242      
Equity component of redeemable convertible preferred stock 16,145 16,145   16,145      
Purchase of capped call related to convertible notes (54,522) (54,522)   (54,522)      
Conversion of Series B redeemable convertible preferred stock (in shares)     13,491,701        
Conversion of redeemable convertible preferred stock 310,485 310,485 $ 1 310,484      
Net (loss) income (307,937) (302,116)       (302,116) (5,821)
Ending balance (in shares) at Dec. 31, 2023     224,717,533        
Ending balance at Dec. 31, 2023 520,670 502,078 $ 21 4,370,343 (1,687) (3,866,599) 18,592
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Issuance of restricted stock awards (in shares)     3,067,129        
Issuance of restricted stock awards 2 2 $ 2        
ESPP purchase (in shares)     1,049,955        
ESPP purchase $ 10,344 10,344   10,344      
Exercise of stock options (in shares) 307,857   307,857        
Exercise of stock options $ 2,021 2,021   2,021      
Stock-based compensation 79,951 79,951   79,951      
Contributions from noncontrolling interest 3,958           3,958
Accrued dividend (1,620) (1,620)       (1,620)  
Legal reserve 147 147       147  
Subsidiary liquidation (319) (319)       (319)  
Foreign currency translation adjustment (2,735) (906)     (906)   (1,829)
Net (loss) income (27,203) (29,227)       (29,227) 2,024
Ending balance (in shares) at Dec. 31, 2024     229,142,474        
Ending balance at Dec. 31, 2024 $ 585,216 $ 562,471 $ 23 $ 4,462,659 $ (2,593) $ (3,897,618) $ 22,745
[1]
1 Excludes $300 attributable to redeemable noncontrolling interest.
Note: Beginning redeemable NCI of $300 — Net loss attributable to redeemable NCI of $300 = Ending redeemable NCI of Nil.
v3.25.0.1
Consolidated Statements of Stockholders' Equity (Deficit) (Parenthetical) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Statement of Stockholders' Equity [Abstract]    
Net loss attributable to redeemable NCI $ 300  
NCI $ 0 $ 300
v3.25.0.1
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Cash flows from operating activities:      
Net loss $ (27,203) $ (307,937) $ (315,086)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:      
Depreciation and amortization 53,048 62,609 61,608
Non-cash lease expense 35,898 33,619 20,155
Loss on disposal of property, plant and equipment 161 411 0
Revaluation of derivative contracts 694 1,641 (9,583)
Impairment of assets 0 130,088 113,514
Derecognition of loan commitment asset related to SK ecoplant Second Tranche Closing 0 52,792 0
Stock-based compensation expense 82,424 84,480 112,259
Amortization of debt issuance costs 6,797 4,772 3,032
Loss on extinguishment of debt 27,182 4,288 8,955
Net (gain) loss on failed sale-and-leaseback transactions (17,390) 403 0
Unrealized foreign currency exchange loss (gain) 3,756 618 (3,267)
Other 69 47 3,532
Changes in operating assets and liabilities:      
Decrease in accounts receivable [1] 7,133 (89,888) (162,864)
Contract assets [2] (103,796) 5,361 (21,525)
Inventories (44,527) (231,689) (124,878)
Deferred cost of revenue [3] (13,070) 1,655 (24,282)
Customer financing receivable 0 0 2,510
Prepaid expenses and other assets [4] 3,790 (5,754) (17,590)
Other long-term assets [5] 4,072 (3,366) (2,617)
Operating lease right-of-use assets and operating lease liabilities (36,675) (32,801) 3,016
Financing lease liabilities 1,644 1,011 896
Accounts payable [6] (36,629) (29,080) 86,498
Accrued warranty [7] (2,767) 1,994 5,586
Accrued expenses and other current liabilities [8] 8,662 (13,785) 43,243
Deferred revenue and customer deposits [9] 139,868 (42,635) 35,156
Other long-term liabilities (1,143) (1,385) (9,991)
Net cash provided by (used in) operating activities 91,998 (372,531) (191,723)
Cash flows from investing activities:      
Purchase of property, plant and equipment (58,852) (83,739) (116,823)
Proceeds from sale of property, plant and equipment 70 14 0
Net cash used in investing activities (58,782) (83,725) (116,823)
Cash flows from financing activities:      
Proceeds from issuance of debt [10] 402,500 637,127 0
Payment of debt issuance costs (12,761) (19,736) 0
Repayment of debt (140,990) (191,390) (120,586)
Make-whole payment related to PPAs’ debt 0 0 (6,553)
Purchase of capped call options related to convertible notes 0 (54,522) 0
Proceeds from financing obligations 1,798 4,993 3,261
Repayment of financing obligations (90,197) (18,445) (35,543)
Distributions and payments to noncontrolling interest 0 (2,265) (6,854)
Proceeds from issuance of common stock 12,367 16,945 15,279
Proceeds from public share offering 0 0 385,396
Buyout of noncontrolling interest 0 (6,864) (12,000)
Proceeds from issuance of redeemable convertible preferred stock 0 310,957 0
Dividend paid (1,468) 0 0
Contributions from noncontrolling interest 3,958 6,979 2,815
Other 0 0 (76)
Net cash provided by financing activities 175,207 683,349 211,364
Effect of exchange rate changes on cash, cash equivalent, and restricted cash (2,630) (281) 434
Net increase (decrease) in cash, cash equivalents, and restricted cash 205,793 226,812 (96,748)
Beginning of period 745,178 518,366 615,114
End of period 950,971 745,178 518,366
Supplemental disclosure of cash flow information:      
Cash paid during the period for interest 55,699 49,929 48,980
Cash paid for amounts included in the measurement of lease liabilities:      
Operating cash flows from operating leases 36,416 32,538 14,001
Operating cash flows from finance leases 259 1,097 1,085
Cash paid during the period for income taxes 1,424 1,455 1,439
Non-cash investing and financing activities:      
Transfer from customer financing receivable to property, plant and equipment, net 0 0 42,758
Forward to purchase Class A common stock 0 0 4,183
Liabilities recorded for property, plant and equipment, net 1,647 9,297 10,988
Recognition of operating lease right-of-use asset during the year-to-date period 2,936 29,823 36,402
Recognition of finance lease right-of-use asset during the year-to-date period 1,644 1,011 896
Derecognition of financing obligations 101,683 0 0
Conversion of redeemable convertible preferred stock 0 310,484 208,551
Derecognition of the pre-modified forward contract fair value 0 76,242 0
Equity component of redeemable convertible preferred stock 0 16,145 0
Common Stock      
Cash flows from financing activities:      
Payment of public share offering costs and issuance costs related to redeemable convertible preferred stock 0 (35) (13,775)
Redeemable convertible preferred stock      
Cash flows from financing activities:      
Payment of public share offering costs and issuance costs related to redeemable convertible preferred stock $ 0 $ (395) $ 0
[1]
1 Including changes in related party balances of $168.5 million, $257.8 million and $0.1 million for the years ended December 31, 2024, 2023 and 2022, respectively.
[2] 2 Including change in related party balances of $6.1 million and $6.9 million for the years ended December 31, 2024, and 2023, respectively. There were no associated related party balances as of December 31, 2022
[3]
3 Including change in related party balances of $0.9 million and $0.9 million for the years ended December 31, 2024, and 2023, respectively. There were no associated related party balances as of December 31, 2022.
[4]
4 Including change in related party balances of $1.0 million and $2.3 million for the years ended December 31, 2024, and 2023, respectively. There were no associated related party balances as of December 31, 2022.
[5]
5 Including change in related party balances of $0.3 million and $9.1 million for the years ended December 31, 2024, and 2023, respectively. There were no associated related party balances as of December 31, 2022.
[6]
6 Including change in related party balances of $0.1 million and $0.1 million for the years ended December 31, 2024, and 2023, respectively. There were no associated related party balances as of December 31, 2022.
[7]
7 Including change in related party balances of $0.1 million and $1.3 million for the years ended December 31, 2024, and 2023, respectively. There were no associated related party balances as of December 31, 2022.
[8]
8 Including change in related party balances of $0.6 million and $3.4 million for the years ended December 31, 2024, and 2023, respectively. There were no associated related party balances as of December 31, 2022.
[9]
9 Including change in related party balances of $3.8 million and $8.4 million for the years ended December 31, 2024, and 2023, respectively. There were no associated related party balances as of December 31, 2022.
[10]
10 Including change in related party balances of $0.6 million and $4.6 million for the years ended December 31, 2024, and 2023, respectively. There were no associated related party balances as of December 31, 2022.
v3.25.0.1
Consolidated Statements of Cash Flows (Parenthetical) - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Increase (decrease) in accounts receivable [1] $ (7,133,000) $ 89,888,000 $ 162,864,000
Increase (decrease) in contract assets [2] 103,796,000 (5,361,000) 21,525,000
Increase (decrease) in deferred charges [3] 13,070,000 (1,655,000) 24,282,000
Increase (decrease) in prepaid expense and other assets [4] (3,790,000) 5,754,000 17,590,000
Increase (decrease) in other noncurrent assets [5] (4,072,000) 3,366,000 2,617,000
Accounts payable [6] (36,629,000) (29,080,000) 86,498,000
Accrued warranty [7] (2,767,000) 1,994,000 5,586,000
Accrued expenses and other current liabilities [8] 8,662,000 (13,785,000) 43,243,000
Deferred revenue and customer deposits [9] 139,868,000 (42,635,000) 35,156,000
Proceeds from issuance of debt [10] 402,500,000 637,127,000 0
Related Party      
Increase (decrease) in accounts receivable 168,500,000 257,800,000 100,000
Increase (decrease) in contract assets 6,100,000 6,900,000 0
Increase (decrease) in deferred charges 900,000 900,000 0
Increase (decrease) in prepaid expense and other assets 1,000,000.0 2,300,000 0
Increase (decrease) in other noncurrent assets 300,000 9,100,000 0
Accounts payable 100,000 100,000 0
Accrued warranty 100,000 1,300,000 0
Accrued expenses and other current liabilities 600,000 3,400,000 0
Deferred revenue and customer deposits 3,800,000 8,400,000 0
Proceeds from issuance of debt $ 600,000 $ 4,600,000 $ 0
[1]
1 Including changes in related party balances of $168.5 million, $257.8 million and $0.1 million for the years ended December 31, 2024, 2023 and 2022, respectively.
[2] 2 Including change in related party balances of $6.1 million and $6.9 million for the years ended December 31, 2024, and 2023, respectively. There were no associated related party balances as of December 31, 2022
[3]
3 Including change in related party balances of $0.9 million and $0.9 million for the years ended December 31, 2024, and 2023, respectively. There were no associated related party balances as of December 31, 2022.
[4]
4 Including change in related party balances of $1.0 million and $2.3 million for the years ended December 31, 2024, and 2023, respectively. There were no associated related party balances as of December 31, 2022.
[5]
5 Including change in related party balances of $0.3 million and $9.1 million for the years ended December 31, 2024, and 2023, respectively. There were no associated related party balances as of December 31, 2022.
[6]
6 Including change in related party balances of $0.1 million and $0.1 million for the years ended December 31, 2024, and 2023, respectively. There were no associated related party balances as of December 31, 2022.
[7]
7 Including change in related party balances of $0.1 million and $1.3 million for the years ended December 31, 2024, and 2023, respectively. There were no associated related party balances as of December 31, 2022.
[8]
8 Including change in related party balances of $0.6 million and $3.4 million for the years ended December 31, 2024, and 2023, respectively. There were no associated related party balances as of December 31, 2022.
[9]
9 Including change in related party balances of $3.8 million and $8.4 million for the years ended December 31, 2024, and 2023, respectively. There were no associated related party balances as of December 31, 2022.
[10]
10 Including change in related party balances of $0.6 million and $4.6 million for the years ended December 31, 2024, and 2023, respectively. There were no associated related party balances as of December 31, 2022.
v3.25.0.1
Nature of Business, Liquidity and Basis of Presentation
 12 Months Ended
Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Nature of Business, Liquidity and Basis of Presentation Nature of Business, Liquidity and Basis of Presentation
Nature of Business
We design, manufacture, sell and, in certain cases, install solid oxide fuel cell systems (the “Energy Server systems”) for on-site power generation. Our Energy Server systems utilize innovative fuel cell technology and provide efficient energy generation with reduced operating costs and lower greenhouse gas emissions as compared to conventional fossil fuel generation. The solid oxide platform that powers our fuel cells can be used to create hydrogen with our Bloom Electrolyzer. In addition, the Energy Server systems allow us to provide energy solutions for customers, as our products are designed to work with existing carbon capture utilization and storage (“CCUS”) and combined heat and power (“CHP”) technologies. 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. Our corporate headquarters are located in San Jose, California.
Liquidity
While we have generally incurred operating losses and negative cash flows from operations since our inception, we generated $92.0 million of positive cash flows from operations in fiscal year 2024. With the series of new debt offerings, debt extinguishments, and conversions to equity that we completed since 2021, we had $1,124.7 million and $4.1 million of total outstanding recourse and non-recourse debt, respectively, as of December 31, 2024, $114.4 million and $1,014.4 million of which was classified as short-term debt and long-term debt, respectively.
On October 23, 2021, we entered into the Securities Purchase Agreement (the “SPA”) with SK ecoplant Co., Ltd. (“SK ecoplant”, formerly known as SK Engineering & Construction Co., Ltd.) in connection with a strategic partnership. For more information on the strategic investment with SK ecoplant, please see Note 17 — SK ecoplant Strategic Investment and Note 11 — Related Party Transactions.
On August 19, 2022, we completed an underwritten public offering (the “Offering”), pursuant to which we issued and sold 13,000,000 shares of Class A common stock at the price of $26.00 per share. As a part of the Offering, the underwriters were provided a 30-day option to purchase an additional 1,950,000 shares of our Class A common stock at the same price, less underwriting discounts and commissions, which was exercised contemporaneously with the Offering. The aggregate net proceeds received by us from the Offering were $371.5 million after deducting underwriting discounts and commissions of $16.5 million and incremental costs directly attributable to the Offering of $0.7 million.
On May 29, 2024, we issued the 3% Green Convertible Senior Notes (the “3% Green Notes due June 2029”) in an aggregate principal amount of $402.5 million due June 2029, unless earlier repurchased, redeemed or converted, resulting in net cash proceeds of $389.7 million. On May 29, 2024, we used approximately $141.8 million of the net cash proceeds from this issuance to repurchase $115.0 million, or 50%, of the outstanding principal amount of our 2.5% Green Convertible Senior Notes due August 2025 (the “2.5% Green Notes”) in privately negotiated transactions. The repurchase amount equaled 122.6% of the principal amount repurchased, plus related accrued and unpaid interest. For more information on our recourse and non-recourse debt and purchase of Capped Calls, please see Note 7 — Outstanding Loans and Security Agreements.
Our future capital requirements depend on many factors, including our rate of revenue growth, the timing and extent of spending on research and development efforts and other business initiatives, the rate of growth in the volume of system builds and the need for additional working capital, the expansion of sales and marketing activities both in domestic and international markets, market acceptance of our products, our ability to secure financing for customer use of our products, the timing of installations and of inventory build in anticipation of future sales and installations, and overall economic conditions. In order to support and achieve our future growth plans, we may need or seek advantageously to obtain additional funding through equity or debt financing. Failure to obtain this financing on favorable terms or at all in future quarters may affect our financial position and results of operations, including our revenues and cash flows.
In the opinion of management, the combination of our cash and cash equivalents and cash flow to be generated by our operations is expected to be sufficient to meet our anticipated cash flow needs for at least the next 12 months from the date of issuance of this Annual Report on Form 10-K.
Inflation Reduction Act of 2022
On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (the “IRA”). It contains provisions that have had a significant impact on the development and financing of clean energy projects in the U.S. However, President Trump has expressed skepticism about the IRA and clean energy projects, thus creating uncertainty about its future. The IRA includes expanded tax credits for projects across the Bloom product portfolio as well as for manufacturing of clean energy equipment. It also introduces new mechanisms for tax credit monetization and transferability. The IRA includes targeted incentives intended to encourage development in low-income communities, the use of domestically produced materials, and compliance with certain labor-related requirements. We believe that the programs and credits included in the IRA align well with our business model and could provide significant benefits for our projects.
The IRA introduces and updates several crediting mechanisms and incentive provisions that are relevant for us including:
•Section 48E — Clean Electricity Investment Credit, which starting December 31, 2024, replaces the previous investment tax credit framework for named clean energy technologies with a “tech neutral” framework anchored around the net carbon neutrality of energy generation from qualifying facilities. It provides incentives of up to 50% for qualifying energy property meeting domestic content and labor requirements.
•Section 45V — Credit for the Production of Clean Hydrogen, which provides a Production Tax Credit (the “PTC”) of up to $3 per kg of qualified clean hydrogen produced at qualified facilities in the US, including Bloom’s Electrolyzer projects. Bloom is also positioned to provide near-zero carbon power to natural gas based low carbon hydrogen facilities.
•Section 45Q — Credit for Carbon Oxide Sequestration, which provides up to a $60/tonne credit for carbon utilization and $85/tonne credit for geologic sequestration and can improve the cost effectiveness of Bloom’s carbon capture offerings.
•Section 45Z — Clean Fuel Production Credit, which provides a tax credit for the production of clean transportation fuels with lifecycle GHG emissions below certain levels. The credit can reach levels of up to $1.00/gallon for non-aviation fuel and $1.75/gallon for non-aviation fuel and is influenced by emissions associated with energy use including on-site power provided by Bloom.
•Section 48C — Qualified Advanced Energy Project, which provides an Investment Tax Credit (the “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
We believe that the programs and credits included in the IRA align well with our business model and could provide significant benefits with respect to incentivizing the purchase of our current product offerings and technologies. In particular, the IRA authorized a competitive process to apply for credits to expand or enhance manufacturing capacity under IRC 48C. On December 21, 2023, we submitted the application for qualifying advanced energy project credit allocation under Internal Revenue Code Section 48C(e) for the manufacturing facility in Fremont, California (the “Facility”). On March 29, 2024, we received notification from the Internal Revenue Service (the “IRS”) of the acceptance of our application for a Qualifying Advanced Energy Project Credit of up to $75.3 million. After a technical review of Bloom’s Section 48C(e) application, the Department of Energy provided a recommendation to the IRS to grant a $75.3 million credit allocation for the Facility. The approval is subject to satisfaction of the underlying certification requirements, including the prevailing wage and apprenticeship requirements, within two years from the date of the application acceptance and potential clearance by the Office of Management and Budget due to President Trump’s executive order halting the disbursement of funds under the IRA.
The U.S. Treasury Department has issued implementation guidance, and we intend to engage with the new U.S. federal administration to understand how shifting policy priorities might impact the revised guidance or changes to the law itself. Current Section 48E guidance places Bloom Energy Server systems running on natural gas in a class of Combustion and Gasification facilities required to demonstrate net-zero emissions in the production of electricity. If the U.S. federal administration does not clarify key aspects of the guidance related to our unique technology, our projects will no longer be beneficiaries of the ITC. If the ITC is not extended for fuel cells, U.S. bookings, revenue and gross margins could be materially impacted in 2025 and beyond. Also, it is possible that the expiration of the ITC may have increased demand for ITC-compliant sales of our Energy Server systems in 2024 due to customer desire to secure ITC for their projects through safe harboring. However, if our customers or project-level investors prove reluctant to make sufficient cash outlays for purchases of Energy Server systems for future projects, our sales could be negatively impacted in future years.
Also, the 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 products.
At the time of IRA implementation in August 2022, some of our existing contracts contemplated price adjustments at the inception of the contract for the change in the ITC rate to 30%. As a result, we recognized $8.7 million in product revenue and $1.3 million in installation revenue for the year ended December 31, 2022, from such existing contracts, as a change in variable consideration estimate for Energy Server systems placed in service during the eligible periods under the IRA and which qualified for the 30% ITC rate. In fiscal years 2024 and 2023, all of our contract prices included the impact of the 30% ITC rate under the IRA provisions.
The IRA also creates certain bonus tax credits relevant to our products placed in service in fiscal years 2024 and 2023, available by satisfying domestic content criteria and/or other criteria if such products are located within an “energy community,” as defined by the IRA. In fiscal years 2024 and 2023 contracts that included price adjustments related to the domestic content bonus tax credit were evaluated as variable consideration and we estimated variable consideration by using the most likely amount method of meeting the IRA domestic content criteria. When recognizing revenue, we constrained the estimate of variable consideration to an amount that was not probable of a significant revenue reversal.
Basis of Presentation
We have prepared the consolidated financial statements included herein pursuant to the rules and regulations of the U. S. Securities and Exchange Commission (“SEC”), and as permitted by those rules, including all disclosures required by generally accepted accounting principles as applied in the U.S. (“U.S. GAAP”). Certain prior period amounts have been reclassified to conform to the current period presentation.
Principles of Consolidation
These consolidated financial statements reflect our accounts and operations and those of our subsidiaries in which we have a controlling financial interest. We use a qualitative approach in assessing the consolidation requirement for our variable interest entities (“VIEs”), which we refer to as tax equity partnerships (each such VIE, also referred to as our power purchase agreement, or PPA Entities) and a joint venture in the Republic of Korea (the “Korean JV”). This approach focuses on determining whether we have the power to direct those activities of the PPA Entities and the Korean JV that most significantly affect their economic performance and whether we have the obligation to absorb losses, or the right to receive benefits, which could potentially be significant to the PPA Entities and the Korean JV. For all periods presented, we have determined that we are the primary beneficiary in all of our operational PPA Entities and the Korean JV, as discussed in Note 10 — Portfolio Financings and Note 17 — SK ecoplant Strategic Investment, respectively. We evaluate our relationships with the PPA Entities and the Korean JV on an ongoing basis to ensure that we continue to be the primary beneficiary. In August 2023, we sold our last consolidated PPA Entity, 2015 ESA Project Company, LLC (“PPA V”), as a result of the PPA V Repowering of the Energy Server systems (see Note 10 — Portfolio Financings). All intercompany transactions and balances have been eliminated upon consolidation.
The sale of an operating company with a portfolio of the PPAs in which we do not have an equity interest is called a “Third-Party PPA.” We have determined that, although these entities are VIEs, we do not have the power to direct those activities of the Third-Party PPAs that most significantly affect their economic performance. We also do not have the obligation to absorb losses, or the right to receive benefits, which could potentially be significant to the Third-Party PPAs. Because we are not the primary beneficiary of these activities, we do not consolidate Third-Party PPAs.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. The most significant estimates include the determination of the stand-alone selling price, valuation of financial instruments associated with the Amended SPA with SK ecoplant, inventory valuation, specifically excess and obsolescence provisions for obsolete or unsellable inventory and, in relation to property, plant and equipment (specifically Energy Server systems), 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 our products, product performance warranties and guaranties and extended maintenance, derivative valuations,
estimates relating to contractual indemnities provisions, estimates for income taxes and deferred tax asset valuation allowances, stock-based compensation expense, estimates of fair value of preferred stock and equity and non-equity items in relation to the SK ecoplant strategic investment, and financing obligation allocations in managed service transactions. In addition, certain of such estimates could require further judgment or modification and therefore carry a higher degree of variability and volatility. Actual results could differ materially from these estimates under different assumptions and conditions.
Concentration of Risk
Geographic Risk — The majority of our revenue and long-lived assets are attributable to operations in the U.S. for all periods presented. In addition to shipments in the U.S., we also ship our products to other countries, primarily to the Republic of Korea, Japan, India, and Taiwan (collectively referred to as the “Asia Pacific region”). In the years ended December 31, 2024, 2023 and 2022, total revenue in the U.S. was 74%, 70% and 56%, respectively, of our total revenue.
Credit Risk — At December 31, 2024, three customers, the first of which is our related party (see Note 11 — Related Party Transactions), accounted for approximately 28%, 28%, and 20% of accounts receivable. At December 31, 2023, one customer, who is our related party, accounted for approximately 74% of accounts receivable. To date, we have not experienced any material credit losses from these customers.
Customer Risk — During the year ended December 31, 2024, revenue from three customers, the first of which is our related party (see Note 11 — Related Party Transactions), accounted for approximately 23%, 16% and 14% of our total revenue. During the year ended December 31, 2023, two customers, the first of which is our related party, represented approximately 37% and 26% of our total revenue. In the year ended December 31, 2022, revenue from two customers, the first of which is our related party, accounted for approximately 38% and 37% of our total revenue.
v3.25.0.1
Summary of Significant Accounting Policies
 12 Months Ended
Dec. 31, 2024
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 Server systems and other products, service revenue by providing services under operations and maintenance services contracts, and electricity revenue by selling electricity to customers under PPAs and Managed Services Agreements. We offer our customers several ways to finance their use of our Energy Server systems. Customers, including some of our international channel providers and the Third-Party PPAs, may choose to purchase our Energy Server systems outright. Customers may also enter into contracts with us for the purchase of electricity generated by our Energy Server systems (i.e., Managed Services Agreements), which is then financed through one of our financing partners (i.e., Managed Services Financings). Finally, customers may purchase electricity through our PPA Entities (i.e., Portfolio Financings). For additional information, please see Part I, Item 7, Section Purchase and Financing Options.
Revenue Recognition under ASC 606 Revenue from Contracts with Customers
In applying Accounting Standards Codification (“ASC”) 606 revenue is recognized by following a five-step process:
1.Identify the contract(s) with a customer. Evidence of a contract generally consists of an agreement, or a purchase order issued pursuant to the terms and conditions of a distributor, reseller, purchase, use and maintenance agreement, maintenance services agreements or energy supply agreement.
2.Identify the performance obligations in the contract. Performance obligations are identified in our contracts and primarily include transferring control of our products, installation of the Energy Server systems, providing maintenance services and maintenance services renewal options which, in certain situations, provide customers with material rights.
3.Determine the transaction price. The purchase price stated in an agreed-upon purchase order or contract is generally representative of the transaction price. When determining the transaction price, we consider the effects of any variable consideration, which include performance guarantees that may be payable to our customers.
4.Allocate the transaction price to the performance obligations in the contract. The transaction price in a contract is allocated based upon the relative standalone selling price of each distinct performance obligation identified in the contract.
5.Recognize revenue when (or as) we satisfy a performance obligation. We satisfy performance obligations either over time or at a point in time as discussed in further detail below. Revenue is recognized at the time the related performance obligation is satisfied by transferring control of the promised products or services to a customer.
We sometimes combine contracts governing the sale and installation of our Energy Server systems 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 systems 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 products, 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 the 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 stand-alone selling prices. Given that we typically sell our products 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 our products 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 our products 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 products as it best reflects our long-term service margin expectations and comparable historical industry service margins.
We generally recognize product and installation revenue at a point in time that our customers obtain control of our products. For certain instances, control of the installations is transferred to the customers over time, and the related revenue is recognized over time as the performance obligation is satisfied using the cost-to-cost (percentage-of-completion) method. We use an input measure of progress to determine the amount of revenue to be recognized during each reporting period. We recognize maintenance services revenue, including revenue associated with any related customer material rights, over time as we perform service maintenance activities.
Amounts billed to our customers for shipping and handling activities are considered contract fulfillment activities and not a separate performance obligation of the contract. Shipping and handling costs are recorded within the cost of revenue.
The following is a description of the principal activities from which we generate revenue. Our four revenue streams are classified as follows:
Product Revenue — All of our product revenue is generated from the sale of our products to direct purchase customers, including financing partners on the Third-Party PPAs and sale-and-leaseback transactions, and international channel providers.
We generally recognize product revenue from contracts with customers at the point that control is transferred to the customers. This occurs when we achieve customer acceptance, which depending on the contract terms is when the product is shipped and delivered to our customers, when the product is shipped and delivered and is physically ready for startup and commissioning (i.e., Mechanical Completion), or when the product is shipped and delivered and is turned on and operational (i.e., Commencement of Operations or “COO”), if required.
Under our traditional lease financing option, we sell our Energy Server systems through a direct sale to a financing partner who, in turn, lease the Energy Server systems to the customer under a lease agreement. With our sales to our international channel providers, our international channel providers typically sell the Energy Server systems to, or sometimes provide a PPA to, an end customer. In both traditional lease and international channel providers’ transactions, we contract directly with the end customer to provide extended maintenance services after the end of the standard warranty period. As a result, since the customer that purchases the server is a different and unrelated party to the customer that purchases extended warranty services, the product and maintenance services contract are not combined.
Installation Revenue — Nearly all of our installation revenue relates to the installation of the Energy Server systems sold to the customers as part of a direct purchase and to financing parties as part of a traditional lease or Portfolio Financings. Generally, we recognize installation revenue when the product is physically ready for startup and commissioning (i.e., Mechanical Completion), or when the product is turned on and operational (i.e., COO). For instances when control for installation services is transferred over time, we use an input measure of progress to determine the amount of revenue to recognize during each reporting period based on the costs incurred to satisfy the performance obligation.
Payments received from customers are recorded within deferred revenue and customer deposits in the consolidated balance sheets until control is transferred. The related cost of such product and installation is also deferred as a component of deferred cost of revenue in the consolidated balance sheets until control is transferred.
Service Revenue — Service revenue is generated from operations and maintenance agreements (“O&M Agreements”). As part of the first year of O&M services, we also monitor the operations of the underlying products and provide output and efficiency warranties and guaranties. We have determined that this standard first-year O&M services (including the warranties and guaranties) is a distinct performance obligation — being a promise to stand-ready to maintain our products 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 O&M services, the optional extended annual maintenance services are considered a distinct performance obligation – being a promise to stand-ready to maintain the products 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 products. The contractual renewal price may be less than the stand-alone selling price of the maintenance services and consequently the contract renewal option may provide the customer with a material right. We estimate the standalone selling price for customer renewal options that give rise to material rights using the practical alternative by reference to optional maintenance services renewal periods expected to be provided and the corresponding expected consideration for these services. This reflects the fact that our additional performance obligations in any contractual renewal period are consistent with the services provided under the standard first-year warranty. Where we have determined that the customers have material rights as a result of their contract renewal option, we recognize that portion of the transaction price allocated to the material rights over the period in which such rights are exercised.
Payments from customers for the extended maintenance contracts are generally received at the beginning of each service year. Accordingly, the customer payment received is recorded as a customer deposit and revenue is recognized over the related service period as the services are performed.
Electricity Revenue — We sell electricity produced by Energy Server systems owned directly by us. Before the sale in August 2023 of our last consolidated PPA Entity, PPA V, we also were selling electricity produced by our Energy Server systems owned by our consolidated PPA Entities. Our PPA Entities purchased the Energy Server systems from us and sold electricity produced by these systems to customers through long-term PPAs. Customers were required to purchase all of the electricity produced by those Energy Server systems 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 Server systems under the sale-leaseback arrangement of a Managed Services Financing were “integral equipment.”
As the Energy Server systems were determined not to be integral equipment, we determined if the leaseback was classified as a financing lease or an operating lease.
Starting in the second half of fiscal year 2021, we completed several successful sale-and-leaseback transactions in which we transferred control of the Energy Server system to the financier and leased it back as an operating lease to provide electricity to the end customer.
In order for the transaction to meet the criteria for successful sale-leaseback accounting, control of the Energy Server systems must transfer to the financier, which requires, among other criteria, the leaseback to meet the criteria for an operating lease in accordance with ASC 842, Leases (“ASC 842”). Accordingly, for such transactions where control transfers and the leaseback is classified as an operating lease, the proceeds from the sale to the financier are recognized as revenue based on the fair value of the Energy Server systems sold and are allocated between product revenue and installation revenue based on the relative standalone selling prices.
We recognize an operating lease liability for the Energy Server systems leaseback obligation based on the present value of the future payments to the financier that are attributed to the Energy Server systems leaseback using our incremental borrowing rate (“IBR”). We also record an operating lease right-of-use asset, which is amortized over the term of the leaseback, and is included as a cost of electricity revenue on the consolidated statements of operations.
For certain sale-and-leaseback transactions, we receive proceeds from the financier in excess of the fair value of the Energy Server systems in order to finance our ongoing costs associated with the operation of the Energy Server systems during the term of the end customer agreement to provide electricity. Such proceeds are recognized as financing obligations.
We allocate payments we are obligated to make under the leaseback agreement with the financier between the operating 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 stand-alone 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, excluding customer deposits) 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 costs are 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 the 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 products that we sell to direct purchase, including financing partners on the Third-Party PPAs, international channel providers and traditional lease customers. It includes costs paid to our materials suppliers, direct labor, manufacturing and other overhead costs, shipping costs, provisions for excess and obsolete inventory and the depreciation costs of our equipment. For the Energy Server systems sold to customers pending installation, we provide warranty reserves as a part of product costs for the period from transfer of control of the Energy Server systems to the earlier of one year or Commencement of Operations.
Cost of Installation Revenue — Cost of installation revenue primarily consists of the costs to install our Energy Server systems that we sell to direct purchase, including financing partners on the Third-Party PPAs and traditional lease and successful sale-leaseback customers. It includes the cost of materials and service providers, personnel costs, shipping costs and allocated costs.
Cost of Service Revenue — Cost of service revenue consists of costs incurred under maintenance service contracts for all customers. It includes the cost of field replacement units, personnel costs for our customer support organization, certain allocated costs, and extended maintenance-related product repair and replacement costs.
Cost of Electricity Revenue — Cost of electricity revenue primarily consists of the depreciation of the cost of the Energy Server systems owned by us or the consolidated PPA Entities. The cost of electricity revenue is generally recognized over the term of the Managed Services Agreement or customer’s PPA contract. In August 2023, we sold our last consolidated PPA Entity, PPA V.
Revenue Recognized from Portfolio Financings Through the PPA Entities (See Note 10 — Portfolio Financings)
In 2010, we began selling our Energy Server systems 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 Server systems.
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 Server systems at a specified rate per kilowatt hour for a specified term, which can range from 10 to 21 years. The Operating Company, wholly owned by the PPA Entity, typically entered into a maintenance services agreement with us following the first year of service to extend the standard one-year performance warranties and guaranties. This intercompany arrangement is eliminated on consolidation. Those PPAs that qualify as leases are classified as either sales-type leases or operating leases and those that do not qualify as leases are classified as tariff agreements or revenue arrangements with customers. For arrangements classified as operating leases, tariff agreements, or revenue arrangements with customers, income is recognized as contractual amounts are due when the electricity is generated and presented within electricity revenue on the consolidated statements of operations.
In August 2023, we sold our last consolidated PPA Entity, PPA V. Please refer to Note 10 — Portfolio Financings for details.
Sales-type Leases — Certain Portfolio Financings with the PPA Entities entered into prior to our adoption of ASC 842 qualified as sales-type leases in accordance with ASC 840, Leases (“ASC 840”). The classification for such arrangements were carried over and accounted for as sales-type leases under ASC 842.
In the fiscal year 2022 we sold PPA IIIa. Please refer to Note 10 — Portfolio Financings for details. We have not entered into any new Portfolio Financing arrangements through the PPA Entities during the last four years.
Operating Leases — Certain Portfolio Financings with the PPA Entities entered into prior to the adoption of ASC 842 that were deemed leases in substance but did not meet the criteria of sales-type leases or direct financing leases in accordance with ASC 840, were accounted for as operating leases. The classification for such arrangements was carried over and accounted for as operating leases under ASC 842. Revenue under these arrangements was recognized as electricity sales and service revenue and was provided to the customer at rates specified under the PPAs. During the years ended December 31, 2023, and 2022, revenue from electricity sales from these Portfolio Financings with the PPA Entities amounted to $14.3 million and $25.9 million, respectively. There was no revenue from electricity sales from the Portfolio Financings with the PPA Entities during the year ended December 31, 2024. During the years ended December 31, 2023, and 2022, service revenue from operating leases amounted to $3.1 million, and $13.1 million, respectively. There was no service revenue from operating leases during the year ended December 31, 2024. Service revenue related to sales-type leases was immaterial for the year ended December 31, 2022. There was no service revenue related to sales-type leases for the years ended December 31, 2024, and 2023.
Investment Tax Credits — Under our Portfolio Financings with PPA Entities, ITCs were primarily passed through to Equity Investors with approximately 1% to 10% of incentives received by us. These incentives were accounted for by using the flow-through method.
The ITC program has operational criteria for the first five years after the qualified equipment is placed in service. If the qualified energy property is disposed of or otherwise ceases to be investment credit property before the close of the five-year
recapture period is fulfilled, it could result in a partial reduction of the federal tax incentives. No recapture occurred during the years ended December 31, 2024, 2023 and 2022.
In August 2022, the IRA was signed into law. The IRA includes numerous investments in climate protection, among them the extension and expansion of the ITC and the PTC, the addition of expanded tax credits for other technologies and for manufacturing clean energy equipment, as well as terms allowing parties to more easily monetize the tax credits. The IRA contains a two-tiered credit-amount structure for many applicable tax credits. Specifically, many of the credits have a lower base credit amount that can be increased up to five times if the taxpayer can satisfy applicable prevailing wage or apprenticeship requirements. The IRA also creates certain bonus tax credit amounts relevant to Bloom products placed in service in 2023 and 2024, available by satisfying domestic content criteria and/or locating within an “energy community,” as defined by the IRA. The IRA also creates tax credits for the production of hydrogen and carbon capture.
On August 16, 2022, the IRA enacted provisions to enable our Energy Server systems to be qualified for 30% or more ITCs. If a contract consideration subject to changes due to the underlying ITC rate assumption changes, we will consider such potential ITC benefit changes as a variable consideration and will generally estimate the variable consideration by using the most likely amount method. When recognizing revenue, we will constrain the estimate of variable consideration to an amount that is not probable of a significant revenue reversal. The ITC expired at the end of fiscal year 2024 with respect to fuel cells running on a non-zero carbon fuel.
Recapture of Federal Tax Incentives, Including the ITC
Until the ITC expired at the end of fiscal year 2024 with respect to fuel cells running on a non-zero carbon fuel, our Energy Server systems were 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 extends 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 Server systems to the PPA Entities and pursuant to the Third-Party PPAs, in each case pursuant to Portfolio Financings, generates ITCs benefiting the third-party owners of the PPA Entities or tax equity partnerships (the tax equity partnership purchaser, an “Investment Company”) and, therefore, the third-party owners of the PPA Entities or Investment Companies, as the case may be, bear the risk of recapture if the assets placed in service do not meet the ITC operational criteria in the future.
Warranty Costs
We generally provide a manufacturer’s warranty to our products sold to our customers, international channel providers, and financing parties for up to one year following the date of COO of the Energy Server systems. This standard warranty covers defects in materials, workmanship and manufacturing or performance conditions under normal use and service conditions for the first year following COO. Such standard warranty is considered to be assurance-type warranty and consequently does not give rise to performance obligations under ASC 606 and are accounted for as warranty cost accruals under ASC 460 — Guarantees.
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 warranty period and Managed Services Agreement obligations, we monitor the operations of the underlying systems and provide output and efficiency guaranties (collectively “product performance guaranties”). If the Energy Server systems 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 systems operate at least at the efficiency and/or power output levels set forth in the customer agreement. Our aggregate reimbursement obligation for a performance guaranty for each customer is capped based on the purchase price of the underlying Energy Server systems. Product performance guaranty payments are accounted for as a reduction in service revenue. We accrue for performance guaranties based on the actual or estimated amounts (when actual data is not available) reimbursable at each reporting period and recognize the costs as a reduction to revenue.
Shipping and Handling Costs
We record costs related to shipping and handling in cost of product revenue, cost of installation revenue and cost of service as they are incurred.
Sales and Utility Taxes
We recognize revenue on a net basis for taxes charged to our customers and collected on behalf of the taxing authorities.
Sales Tax — Sales tax collected from customers is recorded as a liability, pending remittance to the taxing jurisdiction. Consequently, sales taxes have been excluded from revenues and costs. It is recognized as a liability until remitted to the applicable state.
Operating Expenses
Advertising and Promotion Costs — Expenses related to advertising and promotion of products are charged to sales and marketing expenses as incurred. Advertising and promotion expenses for the year ended December 31, 2024, was $1.4 million. We did not incur any material advertising or promotion expenses during the years ended December 31, 2023, and 2022.
Research and Development — We conduct internally funded research and development activities to improve anticipated product performance and reduce product life-cycle costs. Research and development costs are expensed as incurred and include salaries and expenses related to employees conducting research and development and other costs.
Stock-Based Compensation — We account for time-based and performance-based stock options, restricted stock units (“RSUs”) and performance-based stock units (“PSUs”) awarded to employees and non-employee directors under the provisions of ASC 718, Compensation – Stock Compensation (“ASC 718”).
Stock-based compensation costs for time-based and performance-based stock 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. Recognition of stock-based compensation expense associated with the performance-based stock options commences when the performance condition is considered probable of achievement, using management’s best estimates, which consider the inherent risk and uncertainty regarding the future outcomes of the milestones. 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 time-based and performance-based stock options under the straight-line attribution method over the requisite service period, which is generally the vesting term, which is generally three to four years for options.
Stock-based compensation costs for RSUs and PSUs are measured based on the fair value of the underlying shares on the date of grant. We recognize the compensation cost for RSUs using a straight-line basis over the requisite service period of the RSUs, which is generally three to four years. We recognize the compensation cost for PSUs over the expected performance period using the graded vesting method as the achievement of the milestones become probable, which is generally one to three years.
We also use the Black-Scholes valuation model to estimate the fair value of stock purchase rights under the Bloom Energy Corporation 2018 Employee Stock Purchase Plan (the “2018 ESPP”). The fair value of the 2018 ESPP purchase rights is recognized as an expense under the multiple options approach. Forfeitures are estimated at the time of grant and revised in subsequent periods, if necessary, if actual forfeitures differ from initial estimates.
Stock issued to grantees in our stock-based compensation is from authorized and previously unissued shares. Stock-based compensation costs are recorded in the consolidated statements of operations based on the employees’ respective functions. Stock-based compensation costs directly associated with the product manufacturing operations process are capitalized into inventory and deferred cost of revenue and expensed when the capitalized asset is used in the normal course of the sales or services process.
We record deferred tax assets for awards that result in deductions on our income tax returns, unless we cannot realize the deduction (i.e., we are in a net operating loss position), based on the amount of compensation cost recognized and our statutory tax rate.
Refer to Note 9 — Stock-Based Compensation and Employee Benefit Plans for further discussion of our stock-based compensation arrangements.
Income Taxes
We account for income taxes using the liability method under ASC 740, Income Taxes (“ASC 740”). Under this method, deferred tax assets and liabilities are determined based on net operating loss carryforwards, research and development credit carryforwards and temporary differences resulting from the different treatment of items for tax and financial reporting purposes. Deferred items are measured using the enacted tax rates and laws that are expected to be in effect when the differences reverse. Additionally, we must assess the likelihood that deferred tax assets will be recovered as deductions from future taxable income. We have provided a full valuation allowance on our domestic deferred tax assets because we believe it is more likely than not that our deferred tax assets will not be realized.
We follow the accounting guidance in ASC 740, which requires a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. We record a liability for the difference between the benefit recognized and measured pursuant to ASC 740-10 and the tax position taken or expected to be taken on our tax return. To the extent that the assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. We established reserves for tax-related uncertainties based on estimates of whether, and the extent to which additional taxes will be due. These reserves are established when we believe that certain positions might be challenged despite our belief that the tax return positions are fully supportable. The reserves are adjusted in light of changing facts and circumstances such as the outcome of a tax audit. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate. We recognize interest and penalties related to unrecognized tax benefits in income tax expense.
Refer to Note 15 — Income Taxes for further discussion of our income tax expense.
Comprehensive Loss
Our comprehensive loss is comprised of net loss attributable to common stockholders, foreign currency translation adjustment, and comprehensive loss attributable to noncontrolling interest and redeemable noncontrolling interest.
Fair Value Measurement
ASC 820, Fair Value Measurement (“ASC 820”), defines fair value, establishes a framework for measuring fair value under U.S. GAAP and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principle or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The guidance describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value:
Level 1Quoted prices in active markets for identical assets or liabilities. Financial assets utilizing Level 1 inputs typically include money market securities and U.S. Treasury securities.
Level 2
Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. There were neither financial assets, nor financial liabilities as of December 31, 2024, and 2023, utilizing Level 2 inputs.
Level 3Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Financial liabilities utilizing Level 3 inputs include contract embedded derivatives. Their valuations are performed using a Monte Carlo simulation model which considers various potential electricity price curves over the sales contract terms.
Other Balance Sheet Components
Cash, Cash Equivalents, and Restricted Cash — Cash equivalents consist of highly liquid short-term investments with maturities of 90 days or less at the date of purchase.
Restricted cash is held as collateral to provide financial assurance that we will fulfill obligations and commitments primarily related to the Third-Party PPAs and Managed Services Agreements. Restricted cash also includes debt service reserves, maintenance service reserves and facility lease agreements. Restricted cash that is expected to be used within one year
of the balance sheet date is classified as a current asset, whereas restricted cash expected to be used more than one year from the balance sheet date is classified as a non-current asset.
Derivatives — We account for our derivative instruments as a liability which are carried at fair value on the consolidated balance sheets. Changes in the fair value of those derivatives are recorded through earnings in the consolidated statements of operations, as they do not qualify neither as cash flow hedges, nor for hedge accounting.
Accounts Receivable — Accounts receivable primarily represent trade receivables from sales to customers recorded at amortized cost less allowance for credit losses. The allowance for credit losses reflects our best estimate about future losses over the contractual life of outstanding accounts receivable taking into consideration historical experience, specific allowances for known troubled accounts, other currently available information including customer financial condition, and both current and forecasted economic conditions.
Inventories — Inventories consist principally of raw materials, work-in-process and finished goods and are stated on a first-in, first-out basis at a lower of cost or net realizable value. We record inventory excess and obsolescence provisions for estimated obsolete or unsellable inventory, equal to the difference between the cost of inventory and estimated net realizable value based upon assumptions about market conditions and future demand for products generally expected to be utilized over the next 12 to 24 months, including product needed to fulfill our warranty obligations. If actual future demand for our products is less than currently forecasted, additional inventory provisions may be required. Once a provision is recorded, it is maintained until the product to which it relates is sold or otherwise disposed.
Property, Plant and Equipment — Property, plant and equipment, including leasehold improvements, are stated at cost less accumulated depreciation. The Energy Server systems 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 Server systems. 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 Server systems
15-21 years
Computers, software and hardware
3-5 years
Vehicles, machinery and equipment
5-10 years
Furniture and fixtures
3-5 years
Leasehold improvements
1-10 years
Buildings*
* Lesser of 35 years or the term of the underlying land lease.
When assets are retired or disposed of, the assets and related accumulated depreciation and amortization are removed from our consolidated financial statements and the resulting gain or loss is reflected in the consolidated statements of operations.
Impairment of Long-Lived Assets — Our long-lived assets include property, plant and equipment and the Energy Server systems capitalized in connection with our Managed Services Financing Program, Portfolio Financings and other similar arrangements. The carrying amounts of our long-lived assets are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful life is shorter than originally estimated. Impairment charges for the year ended December 31, 2024, amounted to $87.0 million related to the termination of failed sale-and-leaseback transactions and were recorded in other income (expense), net on our consolidated statements of operations. Impairment charges for the year ended December 31, 2023, amounted to $123.7 million related to the PPA V Repowering and $2.3 million related to the termination of a failed sale-and-leaseback transaction, and were recorded in cost of electricity revenue and in other income (expense), net on our consolidated statements of operations, respectively. Impairment charges for the year ended December 31, 2022, amounted to $44.8 million and $64.0 million related to the PPA IIIa
and PPA IV Repowerings, respectively, and were recorded in cost of electricity revenue on our consolidated statements of operations.
Allocation of Profits and Losses of Consolidated Entities to Noncontrolling Interests — We generally allocate profits and losses to noncontrolling interests under the hypothetical liquidation at book value (“HLBV”) method. The determination of equity in earnings under the HLBV method requires management to determine how proceeds, upon a hypothetical liquidation of the entity at book value, would be allocated between our investors. The noncontrolling interest balance is presented as a component of permanent equity in the consolidated balance sheets.
For income tax purposes, the Equity Investors of the PPA Entities receive a greater proportion of the share of losses and other income tax benefits. This includes the allocation of investment tax credits which are distributed to the Equity Investors through an Investment Company subsidiary of Bloom. Allocations are initially based on the terms specified in each respective partnership agreement until either a specific date or the Equity Investors’ targeted rate of return specified in the partnership agreement is met (the “flip” of the flip structure) whereupon the allocations change. In some cases, after the Equity Investors receive their contractual rate of return, we receive substantially all of the remaining value attributable to the long-term recurring customer payments and the other incentives. In August 2023, we sold our last consolidated PPA Entity being our VIE, PPA V, as a result of the PPA V Repowering of the Energy Server systems (see Note 10 — Portfolio Financings). As of December 31, 2024, and 2023, we had one VIE which we consolidate, Korean JV, which profit and loss are allocated to noncontrolling interests under the HLBV method.
Foreign Currency Considerations
Items included in the financial statements of each of the Company’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The functional currency of the Company’s parent entity is the U.S. dollar.
The functional currencies of our foreign subsidiaries are local currencies. The functional currency of our joint venture in the Republic of Korea is the local currency, the South Korean won (“KRW”), since the joint venture is financially independent of its U.S. parent and the KRW is the currency in which the joint venture generates and expends cash. The assets and liabilities of these entities are translated at the rate of exchange at the balance sheet date. Revenue and expenses are translated at the weighted average rate of exchange during the period. For these entities, translation adjustments resulting from the process of translating the local currency financial statements into the U.S. dollars are included in other comprehensive loss. Translation adjustments attributable to noncontrolling interests are allocated to and reported as part of the noncontrolling interests in the consolidated financial statements.
Transactions made in a currency other than the functional currency are remeasured to the functional currency at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are remeasured to the functional currency at the exchange rate at that date and non-monetary assets and liabilities are measured at historical rates. Foreign currency transaction gains and losses are included as a component of other income (expense), net in our consolidated statements of operations.
The reporting currency for these consolidated financial statements is the U.S. dollar.
Accounting Guidance Not Yet Adopted
In November 2024, the FASB issued ASU 2024-04 Debt — Debt with Conversion and Other Options (Subtopic 470-20) (“ASU 2024-04”). ASU 2024-04 clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The standard is effective for annual reporting periods beginning after December 15, 2025, and interim periods within those annual reporting periods. Early adoption is permitted for all entities that have adopted the amendments in ASU 2020-06. We are currently evaluating this guidance, but do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 is intended to enhance transparency of income statement disclosures primarily through additional disaggregation of relevant expense captions. The standard is effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with prospective or retrospective application permitted. We are currently evaluating this guidance, but do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
In March 2024, the FASB issued ASU 2024-02, Codification Improvements — Amendments to Remove References to the Concepts Statements (“ASU 2024-02”). This guidance is intended to remove references to various FASB Concepts Statements. The Board has a standing project on its agenda to address suggestions received from stakeholders on the Accounting Standards Codification and other incremental improvements to U.S. GAAP. This effort facilitates Codification updates for technical corrections such as conforming amendments, clarifications to guidance, simplifications to wording or the structure of guidance, and other minor improvements. The resulting amendments are referred to as Codification improvements. The amendments in ASU 2024-02 are not intended to result in significant accounting change for most entities. We are currently evaluating this guidance, but do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
In March 2024, the FASB issued ASU 2024-01, Compensation — Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards (“ASU 2024-01”). This guidance is intended to improve U.S. GAAP. by adding an illustrative example to demonstrate how an entity should apply the scope guidance in paragraph 718-10-15-3 to determine whether profits interest and similar awards (“profits interest awards”) should be accounted for in accordance with Topic 718, Compensation — Stock Compensation. The amendments in ASU 2024-01 are effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods. The amendments in ASU 2024-01 should be applied either (1) retrospectively to all prior periods presented in the financial statements or (2) prospectively to profits interest and similar awards granted or modified on or after the date at which the entity first applies the amendments. We are currently evaluating this guidance, but do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
In August 2023, the FASB issued ASU 2023-05, Business Combinations — Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement (“ASU 2023-05”), which addresses the accounting for contributions made to a joint venture. ASU 2023-05 requires joint ventures to measure all assets and liabilities upon formation at fair value. This guidance will be applied prospectively to all joint venture formations with a formation date on or after January 1, 2025. We have evaluated this guidance, and do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 addresses investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This guidance will be applied on a prospective basis and is effective for annual reporting periods in fiscal years beginning after December 15, 2024. Retrospective application is permitted. We are currently evaluating the potential impact, but we do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
Recent Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within the segment measure of profit or loss, and a description of how the chief operating decision maker utilizes segment operating profit or loss to assess segment performance. We adopted this accounting standard in fiscal year 2024. While the adoption has no impact on our financial statements, it has resulted in incremental disclosures within the footnotes to our consolidated financial statements.
There have been no significant changes in our reported financial position or results of operations and cash flows resulting from the adoption of new accounting pronouncements.
v3.25.0.1
Revenue Recognition
 12 Months Ended
Dec. 31, 2024
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,
 20242023
Accounts receivable$335,841 $340,740 
Contract assets145,162 41,366 
Customer deposits220,115 75,734 
Deferred revenue 66,304 72,328 
Contract assets relate to contracts for which revenue is recognized upon transfer of control of performance obligations, but where billing milestones have not been reached. Contract liabilities are represented by deferred revenue. Customer deposits and deferred revenue include payments received from customers or invoiced amounts prior to transfer of goods or services.
Contract assets and contract liabilities are reported in a net position on an individual contract basis at the end of each reporting period. Contract assets are classified as current in the consolidated balance sheets when 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 from the balance sheet date. Contract liabilities are classified as current in the consolidated balance sheets when the revenue recognition associated with the related customer payments and invoicing is expected to occur within one year of the balance sheet date and as long-term when the revenue recognition associated with the related customer payments and invoicing is expected to occur in more than one year from the balance sheet date.
In the fourth quarter of fiscal year 2024, our related party settled $223.9 million of accounts receivable (see Note 11 — Related Party Transactions).
The increase in contract assets of $103.8 million for the year ended December 31, 2024, was driven by the timing of achieving billing milestones.
The increase in customer deposits of $144.4 million for the year ended December 31, 2024, was driven by receipt of new deposits, partially offset by certain deposits becoming non-refundable.
Contract Assets
Years Ended
December 31,
20242023
Beginning balance$41,366 $46,727 
Transferred to accounts receivable from contract assets recognized at the beginning of the period, net of other adjustments
(34,314)(41,064)
Revenue recognized and not billed as of the end of the period1
138,110 35,703 
Ending balance$145,162 $41,366 
1 Included $9.6 million that have already been paid to customer’s customer for the year ended December 31, 2024. There were no other adjustments for the year ended December 31, 2023.
Deferred Revenue
Deferred revenue activity during the years ended December 31, 2024, and 2023, consisted of the following (in thousands):
Years Ended
December 31,
20242023
Beginning balance$72,328 $94,355 
Additions1,142,599 1,014,175 
Revenue recognized(1,148,623)(1,036,202)
Ending balance$66,304 $72,328 
Deferred revenue is equivalent to the total transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied, as of the end of the period. The primary component of deferred revenue at the end of the period consists of performance obligations relating to the provision of maintenance services under current contracts and future renewal periods. Some of these obligations provide customers with material rights over a period that we estimate to be largely commensurate with the period of their expected use of the associated products. As a result, we expect to recognize these amounts as revenue over a period of up to 21 years, predominantly on a relative stand-alone selling price basis that reflects the cost of providing these services. Deferred revenue also includes performance obligations relating to product acceptance and installation. A significant amount of this deferred revenue is reflected as additions and revenue recognized in the same 12-month period, and a portion of this deferred revenue is expected to be recognized beyond this 12-month period mainly due to deployment schedules.
We do not disclose the value of the unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.
Disaggregated Revenue
We disaggregate revenue from contracts with customers into four revenue categories: product, installation, service and electricity (in thousands):
Years Ended
December 31,
202420232022
Revenue from contracts with customers:
Product revenue$1,085,153 $975,245 $880,664 
Installation revenue122,318 92,796 92,120 
Service revenue
213,542 183,065 150,954 
Electricity revenue20,381 17,676 11,608 
Total revenue from contracts with customers
1,441,394 1,268,782 1,135,346 
Revenue from contracts that contain leases:
Electricity revenue32,462 64,688 63,779 
Total revenue$1,473,856 $1,333,470 $1,199,125 
v3.25.0.1
Financial Instruments
 12 Months Ended
Dec. 31, 2024
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,
 20242023
As Held:
Cash$201,613 $144,102 
Money market funds749,358 601,076 
$950,971 $745,178 
As Reported:
Cash and cash equivalents$802,851 $664,593 
Restricted cash148,120 80,585 
$950,971 $745,178 
Restricted cash consisted of the following (in thousands):
December 31,
 20242023
  
Restricted cash, current
$110,622 $46,821 
Restricted cash, non-current
37,498 33,764 
$148,120 $80,585 
Factoring Arrangements
We sell certain customer trade receivables on a non-recourse basis under factoring arrangements with certain financial institutions. These transactions are accounted for as sales and cash proceeds are included in cash used in operating activities. We derecognized $184.2 million, $291.4 million, and $283.3 million of accounts receivable during the years ended December 31, 2024, 2023 and 2022, respectively.
The cost of factoring such accounts receivable on our consolidated statements of operations for the years ended December 31, 2024, 2023 and 2022, was $4.0 million, $5.5 million, and $4.0 million, respectively. The cost of factoring is recorded in general and administrative expenses.
v3.25.0.1
Fair Value
 12 Months Ended
Dec. 31, 2024
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 and liabilities 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, 2024Level 1Level 2Level 3Total
Assets
Cash equivalents:
Money market funds$749,358 $— $— $749,358 
Liabilities
Derivatives:
Embedded EPP derivatives$— $— $5,070 $5,070 

 Fair Value Measured at Reporting Date Using
December 31, 2023Level 1Level 2Level 3Total
Assets
Cash equivalents:
Money market funds$601,076 $— $— $601,076 
Liabilities
Derivatives:
Embedded EPP derivatives$— $— $4,376 $4,376 
Money Market Funds — Money market funds are valued using quoted market prices for identical securities and are therefore classified as Level 1 financial assets.
Embedded Escalation Protection Plan Derivative Liability in Sales Contracts — We estimate the fair value of the embedded EPP derivatives in certain sales contracts using a Monte Carlo simulation model, which considers various potential electricity price curves over the sales contracts’ terms. We use historical grid prices and available forecasts of future electricity prices to estimate future electricity prices. We have classified these derivatives as Level 3 financial liability.
The changes in the Level 3 financial liabilities during the years ended December 31, 2024, 2023 and 2022, were as follows (in thousands):
Embedded EPP Derivative Liability
Liabilities at December 31, 2022
$5,895 
EPP liability settlement(3,160)
Changes in fair value1,641 
Liabilities at December 31, 2023
4,376 
Changes in fair value694 
Liabilities at December 31, 2024
$5,070 
To estimate the liabilities related to the EPP contracts, an option pricing method was implemented through a Monte Carlo simulation, which considers various potential electricity price forward curves over the sales contracts’ terms. We use historical grid prices and available forecasts to estimate future electricity prices. The grid pricing EPP guarantees that we provided in some of our sales arrangements represent an embedded derivative, with the initial value accounted for as a reduction in product revenue and any changes, reevaluated quarterly, in the fair market value of the derivative recorded in (Loss) gain on revaluation of embedded derivatives.
The unobservable inputs were simulated based on the available values for avoided cost and cost of electricity as calculated for December 31, 2024, and 2023, using an expected growth rate of 7% over the contracts’ life and volatility of 15%. The estimated growth rate and volatility were estimated based on the historical tariff changes for the period 2008 to 2024. Avoided cost is the transmission and distribution cost expressed in dollars per kilowatt hours avoided in the given year of the contract, calculated using the billing rates of the effective utility tariff applied during the year to the host account for which usage is offset by the generator. If the billing rates within the utility tariff change during the measurement period, the average amount of charge for each rate shall be weighted by the number of effective months for each amount.
The inputs listed above would have had a direct impact on the fair values of the EPP derivatives if they were adjusted. Generally, a decrease in electric grid prices would result in an increase in the estimated fair value of our EPP derivative liabilities.
For the years ended December 31, 2024, 2023 and 2022, we recorded the fair value of the embedded EPP derivatives with no material unrealized gains or losses in either of the three years ended December 31, 2024, 2023 and 2022, in our consolidated statements of operations. The fair value of these derivatives was $5.1 million and $4.4 million as of December 31, 2024, and 2023, respectively.
In June 2023, according to an EPP agreement with one of our customers, we paid $3.2 million, which was recorded as a reduction to our balance of embedded EPP derivative liability as of December 31, 2023.
Financial Assets and Liabilities Not Measured at Fair Value on a Recurring Basis
Debt Instruments — The term loans and convertible senior notes are based on rates currently offered for instruments with similar maturities and terms (Level 2). The following table presents the estimated fair values and carrying values of debt instruments (in thousands):
 December 31, 2024December 31, 2023
 Net Carrying
Value		Fair ValueNet Carrying
Value		Fair Value
   
Debt instruments
Recourse:
3% Green Convertible Senior Notes due June 2029
$391,239 $532,789 $— $— 
3% Green Convertible Senior Notes due June 2028
619,111 872,344 615,205 673,613 
2.5% Green Convertible Senior Notes due August 2025
114,385 163,875 226,801 260,820 
Non-recourse:
4.6% Term Loan due October 2026
2,705 2,856 3,085 2,866 
4.6% Term Loan due April 2026
$1,352 $1,482 $1,542 $1,479 
v3.25.0.1
Balance Sheet Components
 12 Months Ended
Dec. 31, 2024
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,
 20242023
Raw materials$315,735 $270,414 
Work-in-progress79,601 50,632 
Finished goods149,320 181,469 
$544,656 $502,515 
The inventory reserves were $15.9 million and $18.7 million as of December 31, 2024, and 2023, respectively.
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consist of the following (in thousands):
December 31,
 20242023
  
Prepaid hardware and software maintenance$7,972 $5,202 
Prepaid workers compensation7,394 6,851 
Prepaid managed services5,230 5,636 
Tax receivables4,981 3,231 
Receivables from employees3,259 6,538 
Interest receivable1,316 1,697 
Deferred expenses (Note 17)1,215 2,257 
Prepaid deferred commissions1,123 1,178 
Deposits made348 1,702 
Prepaid rent21 1,232 
Advance income tax provision— 2,557 
Other prepaid expenses and other current assets13,344 13,067 
$46,203 $51,148 
Property, Plant and Equipment, Net
Property, plant and equipment, net, consists of the following (in thousands):
December 31,
 20242023
   
Vehicles, machinery and equipment$200,004 $174,549 
Energy Server systems165,629 309,770 
Leasehold improvements122,413 94,646 
Construction-in-progress86,731 104,650 
Buildings53,221 49,477 
Computers, software and hardware33,910 28,901 
Furniture and fixtures10,943 12,541 
672,851 774,534 
Less: accumulated depreciation(269,376)(281,182)
$403,475 $493,352 
Depreciation expense related to property, plant and equipment was $53.0 million, $62.6 million and $61.6 million for the years ended December 31, 2024, 2023, and 2022, respectively.
Depreciation expense for property, plant and equipment under operating leases by PPA V (sold in August 2023) was $10.9 million for the year ended December 31, 2023. Depreciation expense for property, plant and equipment under operating leases by PPA V, PPA IV (sold in November 2022), and PPA IIIa (sold in June 2022) was $12.1 million for the year ended December 31, 2022. There was no depreciation expense for such assets for the year ended December 31, 2024.

PPA IIIa Repowering
In June 2022, we started a project (the “PPA IIIa Repowering”) to replace 9.8 megawatts of the Energy Server systems (the “old PPA IIIa Energy Servers”) at PPA IIIa Investment Company and Operating Company (“PPA IIIa”) with current
generation Energy Server systems (the “new PPA IIIa Energy Servers”). The replacement was completed in the fourth quarter of fiscal year 2022. See Note 10 — Portfolio Financings for additional information.
PPA IV Repowering
In November 2022, we started a project (the “PPA IV Repowering”) to replace 19.3 megawatts of the Energy Server systems (the “old PPA IV Energy Servers”) at PPA IV Investment Company and Operating Company (“PPA IV”) with current generation Energy Server systems (the “new PPA IV Energy Servers”). The replacement was completed in the first quarter of fiscal year 2024. See Note 10 — Portfolio Financings for additional information.
PPA V Repowering
In August 2023, we started a project (the “PPA V Repowering”) to replace 37.1 megawatts of the Energy Server systems (the “old PPA V Energy Servers”) at PPA V with current generation Energy Server systems (the “new PPA V Energy Servers”). The replacement was completed in the first quarter of fiscal year 2024. See Note 10 — Portfolio Financings for additional information.
Assets Buyout and Repowering
In fiscal years 2024 and 2023, we terminated certain of our legacy managed services agreements, previously recorded as failed sale and lease-back transactions upon inception and bought back the old Energy Server systems from the respective legacy financiers. Total cost of Energy Server systems bought back was $144.1 million and $3.3 million, respectively. See Note 8 — Leases for failed sale and lease-back transactions termination accounting.
Title for certain Energy Server systems bought back in December 2024, was simultaneously transferred to a Bloom-owned special purpose vehicle (the “SPV”, “New Project Company”), subsequently sold to the new financier. Upon sale, we entered into the EPC Agreement and the O&M Agreement with the New Project Company. See Note 10 — Portfolio Financings for additional information.
Other Long-Term Assets
Other long-term assets consist of the following (in thousands):
December 31,
20242023
   
Deferred commissions$13,372 $9,373 
Deferred expenses (Note 17)8,776 9,069 
Long-term lease receivable3,159 7,335 
Deposits made3,123 3,157 
Deferred tax asset1,888 1,385 
Prepaid managed services1,317 1,646 
Prepaid and other long-term assets14,501 18,243 
$46,136 $50,208 
Accrued Warranty and Product Performance Liabilities
Accrued warranty and product performance liabilities consist of the following (in thousands):
December 31,
 20242023
   
Product performance$13,697 $18,066 
Product warranty2,862 1,260 
$16,559 $19,326 
Changes in the product warranty and product performance liabilities were as follows (in thousands):
Balances at December 31, 2022
$17,332 
Accrued warranty, net and product performance liabilities
27,845 
Product performance expenditures during the year
(25,851)
Balances at December 31, 2023
19,326 
Accrued warranty, net and product performance liabilities
18,407 
Product performance expenditures during the year
(21,174)
Balances at December 31, 2024
$16,559 
Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consist of the following (in thousands):
December 31,
 20242023
   
Compensation and benefits$67,682 $47,901 
General invoice and purchase order accruals43,652 36,266 
Sales tax liabilities10,215 17,412 
Sales-related liabilities4,714 5,121 
Interest payable3,927 3,823 
Accrued installation
1,660 4,939 
Accrued consulting expenses
1,254 3,244 
Accrued legal expenses
1,198 1,359 
Finance lease liability
981 1,072 
Provision for income tax
637 3,374 
Current portion of derivative liabilities482 — 
Accrued restructuring costs (Note 12)341 3,793 
Other1,707 2,575 
$138,450 $130,879 
Preferred Stock
As of December 31, 2024, and 2023, we had 20,000,000 shares of preferred stock authorized. 13,491,701 of these shares (the “Second Tranche Shares”) were designated as the Series B redeemable convertible preferred stock, par value $0.0001 per share (the “Series B RCPS”) and were converted to Class A common stock as of September 23, 2023, as a result of the SK ecoplant Second Tranche Closing. For additional information, please see Note 17 — SK ecoplant Strategic Investment.
The preferred stock had $0.0001 par value. There were no shares of preferred stock issued and outstanding as of December 31, 2024, and December 31, 2023.
Conversion of Class B Common Stock
On July 27, 2023, in accordance with our Restated Certificate of Incorporation, each share of our Class B common stock entitled to ten votes per share automatically converted into one share of our Class A common stock entitled to one vote per share.
v3.25.0.1
Outstanding Loans and Security Agreements
 12 Months Ended
Dec. 31, 2024
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, 2024 (in thousands, except percentage data):
 Unpaid
Principal
Balance		Net Carrying ValueInterest
Rate		Maturity DatesEntity
 CurrentLong-
Term		Total
3.0% Green Convertible Senior Notes due June 2029
$402,500 $— $391,239 $391,239 3.0%June 2029Company
3.0% Green Convertible Senior Notes due June 2028
632,500 — 619,111 619,111 3.0%June 2028Company
2.5% Green Convertible Senior Notes due August 2025
115,000 114,385 — 114,385 2.5%August 2025Company
Total recourse debt1,150,000 114,385 1,010,350 1,124,735 
4.6% Term Loan due October 2026
2,705 — 2,705 2,705 4.6%October 2026
Korean JV
4.6% Term Loan due April 2026
1,352 — 1,352 1,352 4.6%April 2026
Korean JV
Total non-recourse debt4,057 — 4,057 4,057 
Total debt$1,154,057 $114,385 $1,014,407 $1,128,792 

The following is a summary of our debt as of December 31, 2023 (in thousands, except percentage data):
 Unpaid
Principal
Balance		Net Carrying ValueInterest
Rate		Maturity DatesEntity
 CurrentLong-
Term		Total
3.0% Green Convertible Senior Notes due June 2028
$632,500 $— $615,205 $615,205 3.0%June 2028Company
2.5% Green Convertible Senior Notes due August 2025
230,000 — 226,801 226,801 2.5%August 2025Company
Total recourse debt862,500 — 842,006 842,006 
4.6% Term Loan due October 2026
3,085 — 3,085 3,085 4.6%October 2026
Korean JV
4.6% Term Loan due April 2026
1,542 — 1,542 1,542 4.6%April 2026
Korean JV
Total non-recourse debt4,627 — 4,627 4,627 
Total debt$867,127 $— $846,633 $846,633 

Recourse debt refers to debt that we have an obligation to pay. Non-recourse debt refers to debt that is recourse to only our subsidiary, Korean JV. The differences between the unpaid principal balances and the net carrying values apply to the deferred financing costs. We and all of our subsidiaries were in compliance with all financial covenants as of December 31, 2024, and December 31, 2023.
Recourse Debt Facilities
3% Green Convertible Senior Notes due June 2029
On May 29, 2024, we issued the 3% Green Notes due June 2029 in an aggregate principal amount of $402.5 million due on June 1, 2029, unless earlier repurchased, redeemed or converted, less an initial purchasers’ discount of $12.1 million and other issuance costs of $0.7 million (together, the “3% Green Notes due June 2029 Transaction Costs”), resulting in net proceeds of $389.7 million. The 3% Green Notes due June 2029 were issued pursuant to, and are governed by, an indenture, dated as of May 29, 2024, between us and U.S. Bank Trust Company, National Association, as Trustee (the “3% Green Notes due June 2029 Indenture”), in private placements to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”).
Pursuant to the purchase agreement among the Company and the representatives of the initial purchasers of the 3% Green Notes due June 2029, the Company granted the initial purchasers an option to purchase up to an additional $52.5 million
aggregate principal amount of the 3% Green Notes due June 2029 (the “3% Green Notes due June 2029 Greenshoe Option”). The 3% Green Notes due June 2029 issued on May 29, 2024, included $52.5 million aggregate principal amount pursuant to the full exercise by the initial purchasers of the 3% Green Notes due June 2029 Greenshoe Option.
The 3% Green Notes due June 2029 are senior, unsecured obligations accruing interest at a rate of 3% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2024.
We may not redeem the 3% Green Notes due June 2029 prior to June 7, 2027, subject to a partial redemption limitation. We may elect to redeem, at face value, all or any portion of the 3% Green Notes due June 2029 at any time, and from time to time, on or after June 7, 2027, and on or before the twenty-first scheduled trading day immediately before the maturity date, provided the share price for our Class A common stock exceeds 130% of the conversion price at redemption.
Before March 1, 2029, the noteholders have the right to convert their 3% Green Notes due June 2029 only upon the occurrence of certain events, including satisfaction of a condition relating to the closing price of our common stock (the “3% Green Notes due June 2029 Closing Price Condition”) or the trading price of the 3% Green Notes due June 2029 (the “3% Green Notes due June 2029 Trading Price Condition”), a redemption event, or other specified corporate events. If the 3% Green Notes due June 2029 Closing Price Condition is met on at least 20 (whether or not consecutive) of the last 30 consecutive trading days in any calendar quarter, and only during such calendar quarter, the noteholders may convert their 3% Green Notes due June 2029 at any time during the immediately following quarter, commencing after the calendar quarter ending on September 30, 2024, subject to the partial redemption limitation. The 3% Green Notes due June 2029 Closing Price Condition was not met during the three months ended September 30, 2024, and accordingly, the noteholders could not convert their 3% Green Notes due June 2029 during the quarter ended December 31, 2024.
Subject to the 3% Green Notes due June 2029 Trading Price Condition, the noteholders may convert their 3% Green Notes due June 2029 during the five business days immediately after any five consecutive trading day period in which the trading price per $1,000 principal amount of the 3% Green Notes due June 2029, as determined following a request by a holder of the 3% Green Notes due June 2029, for each day of that period is less than 98% of the product of the closing price of our common stock and the then applicable conversion rate. From and after March 1, 2029, the noteholders may convert their 3% Green Notes due June 2029 at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. Should the noteholders elect to convert their 3% Green Notes due June 2029, we may elect to settle the conversion by paying or delivering, as applicable, cash, shares of our Class A common stock, $0.0001 par value per share, or a combination thereof, at our election.
The initial conversion rate is 47.9795 shares of Class A common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $20.84 per share of Class A common stock. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events. Also, we may increase the conversion rate at any time if our Board of Directors determines it is in the best interests of the Company or to avoid or diminish income tax to holders of common stock. In addition, if certain corporate events that constitute a Make-Whole Fundamental Change, as defined below, occur, then the conversion rate applicable to the conversion of the 3% Green Notes due June 2029 will, in certain circumstances, increase by up to 15.5932 shares of Class A common stock per $1,000 principal amount of notes for a specified period of time. At December 31, 2024, the maximum number of shares into which the 3% Green Notes due June 2029 could have been potentially converted if the conversion features were triggered was 25,588,011 shares of Class A common stock.
According to the 3% Green Notes due June 2029 Indenture, a Make-Whole Fundamental Change means (i) a Fundamental Change, that includes certain change-of-control events relating to us, certain business combination transactions involving us and certain delisting events with respect to our Class A common stock, or (ii) the sending of a redemption notice with respect to the 3% Green Notes due June 2029.
The 3% Green Notes due June 2029 contain certain customary provisions relating to the occurrence of Events of Default, as defined in the 3% Green Notes due June 2029 Indenture. If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to us occurs, then the principal amount of, and all accrued and unpaid interest on, all of the 3% Green Notes due June 2029 then outstanding will immediately become due and payable without any further action or notice by any person. However, notwithstanding the foregoing, we may elect, at our option, that the sole remedy for an Event of Default relating to certain failures by us to comply with certain reporting covenants in the 3% Green Notes due June 2029 Indenture consists exclusively of the right of the noteholders to receive special interest on the 3% Green Notes due June 2029 for up to 180 days at a specified rate per annum not exceeding 0.5% on the principal amount of the 3% Green Notes due June 2029.
The 3% Green Notes due June 2029 Transaction Costs were recorded as debt issuance costs and presented a reduction to the 3% Green Notes due June 2029 on our consolidated balance sheets and are amortized to interest expense at an effective interest rate of 3.8%.
Total interest expense recognized related to the 3% Green Notes due June 2029 for the year ended December 31, 2024, was $8.6 million, and was comprised of (i) contractual interest expense and (ii) amortization of the initial purchasers’ discount and other issuance costs of $7.1 million and $1.5 million, respectively. We have not recognized any special interest expense related to the 3% Green Notes due June 2029 to date. The amount of unamortized debt issuance costs as of December 31, 2024, was $11.3 million.
Although the 3% Green Notes due June 2029 contain embedded conversion features, we account for the 3% Green Notes due June 2029 in its entirety as a liability. As of December 31, 2024, the net carrying value of the 3% Green Notes due June 2029 was classified as a long-term liability in our consolidated balance sheets.
3% Green Convertible Senior Notes due June 2028
On May 16, 2023, we issued the 3% Green Convertible Senior Notes (the “3% Green Notes due June 2028”) in an aggregate principal amount of $632.5 million due on June 1, 2028, unless earlier repurchased, redeemed or converted, less an initial purchasers’ discount of $15.8 million and other issuance costs of $3.9 million (together, the “3% Green Notes due June 2028 Transaction Costs”), resulting in net proceeds of $612.8 million. The 3% Green Notes due June 2028 were issued pursuant to, and are governed by, an indenture, dated as of May 16, 2023, between us and U.S. Bank Trust Company, National Association, as Trustee (the “3% Green Notes due June 2028 Indenture”), in private placements to qualified institutional buyers pursuant to the Securities Act.
Pursuant to the purchase agreement among us and the representatives of the initial purchasers of the 3% Green Notes due June 2028, we granted the initial purchasers an option to purchase up to an additional $82.5 million aggregate principal amount of the 3% Green Notes due June 2028 (the “3% Green Notes due June 2028 Greenshoe Option”). The 3% Green Notes due June 2028 issued on May 16, 2023, included $82.5 million aggregate principal amount pursuant to the full exercise by the initial purchasers of the 3% Green Notes due June 2028 Greenshoe Option.
The 3% Green Notes due June 2028 are senior, unsecured obligations accruing interest at a rate of 3% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2023.
We may not redeem the 3% Green Notes due June 2028 prior to June 5, 2026, subject to a partial redemption limitation. We may elect to redeem, at face value, all or any portion of the 3% Green Notes due June 2028 at any time, and from time to time, on or after June 5, 2026, and on or before the forty-sixth scheduled trading day immediately before the maturity date, provided the share price for our Class A common stock exceeds 130% of the conversion price at redemption.
Before March 1, 2028, the noteholders have the right to convert their 3% Green Notes due June 2028 only upon the occurrence of certain events, including satisfaction of a condition relating to the closing price of our common stock (the “3% Green Notes due June 2028 Closing Price Condition”) or the trading price of the 3% Green Notes due June 2028 (the “3% Green Notes due June 2028 Trading Price Condition”), a redemption event, or other specified corporate events. If the 3% Green Notes due June 2028 Closing Price Condition is met on at least 20 (whether or not consecutive) of the last 30 consecutive trading days in any calendar quarter, and only during such calendar quarter, the noteholders may convert their 3% Green Notes due June 2028 at any time during the immediately following quarter, commencing after the calendar quarter ending on September 30, 2023, subject to partial redemption limitation. The 3% Green Notes due June 2028 Closing Price Condition was not met during the three months ended September 30, 2024, and accordingly, the noteholders could not convert their 3% Green Notes due June 2028 during the quarter ended December 31, 2024.
Subject to the 3% Green Notes due June 2028 Trading Price Condition, the noteholders may convert their 3% Green Notes due June 2028 during the five business days immediately after any five consecutive trading day period in which the trading price per $1,000 principal amount of the 3% Green Notes, as determined following a request by a holder of the 3% Green Notes due June 2028, for each day of that period is less than 98% of the product of the closing price of our common stock and the then applicable conversion rate. From and after March 1, 2028, the noteholders may convert their 3% Green Notes due June 2028 at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. Should the noteholders elect to convert their 3% Green Notes due June 2028, we may elect to settle the conversion by paying or delivering, as applicable, cash, shares of our Class A common stock, $0.0001 par value per share, or a combination thereof, at our election.
The initial conversion rate is 53.0427 shares of Class A common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $18.85 per share of Class A common stock. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events. Also, we may increase the conversion rate at any time if our Board of Directors determines it is in the best interests of the Company or to avoid or diminish income tax to holders of common stock. In addition, if certain corporate events that constitute a Make-Whole Fundamental Change, as defined below, occur, then the conversion rate applicable to the conversion of the 3% Green Notes due June 2028 may, in certain circumstances, be increased by up to 22.5430 shares of Class A common stock per $1,000 principal amount of notes for a specified period of time. On December 31, 2024, the maximum number of shares into which the 3% Green Notes due June 2028 could have been potentially converted if the conversion features were triggered was 47,807,955 shares of Class A common stock.
According to the 3% Green Notes due June 2028 Indenture, a Make-Whole Fundamental Change means (i) a Fundamental Change, that includes certain change-of-control events relating to us, certain business combination transactions involving us and certain delisting events with respect to our Class A common stock, or (ii) the sending of a redemption notice with respect to the 3% Green Notes due June 2028.
The 3% Green Notes due June 2028 contain certain customary provisions relating to the occurrence of Events of Default, as defined in the 3% Green Notes due June 2028 Indenture. If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to us occurs, then the principal amount of, and all accrued and unpaid interest on, all of the 3% Green Notes due June 2028 then outstanding will immediately become due and payable without any further action or notice by any person. However, notwithstanding the foregoing, we may elect, at our option, that the sole remedy for an Event of Default relating to certain failures by us to comply with certain reporting covenants in the 3% Green Notes due June 2028 Indenture consists exclusively of the right of the noteholders to receive special interest on the 3% Green Notes due June 2028 for up to 180 days at a specified rate per annum not exceeding 0.50% on the principal amount of the 3% Green Notes due June 2028.
The 3% Green Notes due June 2028 Transaction Costs were recorded as debt issuance costs and presented a reduction to the 3% Green Notes due June 2028 on our consolidated balance sheets and are amortized to interest expense at an effective interest rate of 3.8%.
The total interest expense recognized related to the 3% Green Notes due June 2028 for the years ended December 31, 2024, and 2023, was $22.9 million and $14.4 million, respectively and was comprised of contractual interest expense of $19.0 million and $12.0 million and amortization of the initial purchasers’ discount and other issuance costs of $3.9 million and $2.4 million, respectively. We have not recognized any special interest expense related to the 3% Green Notes to date. The amount of unamortized debt issuance costs as of December 31, 2024, and 2023, was $13.4 million and $17.3 million.
Although the 3% Green Notes due June 2028 contain embedded conversion features, we account for the 3% Green Notes due June 2028 in its entirety as a liability. As of December 31, 2024, and 2023, the net carrying value of the 3% Green Notes due June 2028 was classified as a long-term liability in our consolidated balance sheets.
Capped Calls
On May 11, 2023, in connection with the pricing of the 3% Green Notes due June 2028, and on May 15, 2023, in connection with initial purchasers’ exercise of the 3% Green Notes due June 2028 Greenshoe Option, we entered into privately negotiated capped call transactions (the “Capped Calls”) with certain counterparties (the “Option Counterparties”). The Capped Calls cover, subject to customary anti-dilution adjustments substantially similar to those applicable to the 3% Green Notes due June 2028, the aggregate number of shares of our Class A common stock that initially underlie the 3% Green Notes due June 2028, and are expected generally to reduce potential dilution to holders of our common stock upon any conversion of the 3% Green Notes due June 2028 and at our election (subject to certain conditions), offset any cash payments we would be required to make in excess of the principal amount of converted 3% Green Notes due June 2028.
The Capped Calls expire on June 1, 2028, and are exercisable only at maturity, but may be early terminated in various circumstances, including if the 3% Green Notes due June 2028 are early converted or repurchased. The default settlement method for the Capped Calls is net share settlement. However, we may elect to settle the Capped Calls in cash.
The Capped Calls have an initial strike price of approximately $18.85 per share of Class A common stock, subject to certain adjustments. The strike price of $18.85 corresponds to the initial conversion price of the 3% Green Notes due June 2028. The number of shares underlying the Capped Calls is 33,549,508 shares of Class A common stock. The cap price of the
Capped Calls is initially $26.46 per share of Class A common stock, which represents a premium of 100% over the last reported sale price of our common stock on May 11, 2023.
The Capped Calls are freestanding financial instruments. We used a portion of the proceeds from the issuance of the 3% Green Notes due June 2028 to pay for the Capped Calls’ premium. As the Capped Calls meet certain accounting criteria, they are recorded in stockholders’ equity and are not accounted for as derivatives. The cost of $54.5 million incurred to purchase the Capped Calls was recorded as a reduction to additional paid-in capital on our consolidated balance sheets and will not be remeasured.
2.5% Green Convertible Senior Notes due August 2025
In August 2020, we issued the 2.5% Green Convertible Senior Notes due August 2025 (the “2.5% Green Notes”) in an aggregate principal amount of $230.0 million, unless earlier repurchased, redeemed or converted, less an initial purchaser’s discount of $6.9 million and other issuance costs of $3.0 million (together, the “2.5% Green Notes Transaction Costs”), resulting in net proceeds of $220.1 million. The 2.5% Green Notes were issued pursuant to, and are governed by, an indenture, dated as of August 11, 2020, between us and U.S. Bank National Association, as trustee (the “2.5% Green Notes Indenture”),
The 2.5% Green Notes are senior, unsecured obligations accruing interest at a rate of 2.5% per annum, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2021.
We may elect to redeem, at face value, all or any portion of the 2.5% Green Notes at any time on or after August 21, 2023, and on or before the twenty-sixth trading day immediately before the maturity date, provided certain conditions are met. In December 2024, the optional redemption feature of the 2.5% Green Notes was satisfied as the last reported sale price of the Company’s common stock exceeded 130% of the conversion price on each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period. However, we did not issue a notice of redemption as of December 31, 2024.
Before May 15, 2025, the noteholders have the right to convert their 2.5% Green Notes only upon the occurrence of certain events, including satisfaction of a condition relating to the closing price of our common stock (the “2.5% Green Notes Closing Price Condition”). If the 2.5% Green Notes Closing Price Condition is met on at least 20 of the last 30 consecutive trading days in any quarter, the noteholders may convert their 2.5% Green Notes at any time during the immediately following quarter. The 2.5% Green Notes Closing Price Condition was not met during the three months ended September 30, 2024, and accordingly, the noteholders could not convert their 2.5% Green Notes during the quarter ended December 31, 2024. From and after May 15, 2025, the noteholders may convert their 2.5% Green Notes at any time at their election until the close of business on the second trading day immediately before the maturity date. Should the noteholders elect to convert their 2.5% Green Notes, we may elect to settle the conversion by paying or delivering, as applicable, cash, shares of our Class A common stock or a combination thereof.
The initial conversion rate is 61.6808 shares of Class A common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $16.21 per share of Class A common stock. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change”, as defined in the 2.5% Green Notes Indenture, occur, the conversion rate applicable to the conversion of the 2.5% Green Notes may, in certain circumstances, be increased by up to 15.4202 shares of Class A common stock per $1,000 principal amount of notes for a specified period of time.
On May 29, 2024, we used approximately $141.8 million of the net proceeds from the 3% Green Notes due June 2029 offering to repurchase $115.0 million of the outstanding principal amount of our 2.5% Green Notes in privately negotiated transactions. Half of the original principal balance, $115.0 million of the 2.5% Green Notes, was called and repurchased at 122.6% during the second quarter of fiscal year 2024. The 22.6% premium of $26.0 million and unpaid accrued interest of $0.8 million related to the repurchased amount were included in the final payment to the noteholders. As a result of the partial repurchase of the 2.5% Green Notes, we recognized a loss on extinguishment of debt of $27.2 million.
On December 31, 2024, and 2023, the maximum number of shares into which the 2.5% Green Notes could have been potentially converted if the conversion features were triggered was 8,866,615 and 17,733,230 shares of Class A common stock, respectively.
The 2.5% Green Notes Transaction Costs were recorded as debt issuance costs and presented a reduction to the 2.5% Green Notes on our consolidated balance sheets and were amortized to interest expense at an effective interest rate of 3.5% before the partial repurchase. The effective interest rate of the 2.5% Green Notes after the partial repurchase was 3.3%.
The total interest expense recognized related to the 2.5% Green Notes for the years ended December 31, 2024, 2023, and 2022, was $5.5 million, $7.7 million, and $7.7 million, respectively, and was comprised of contractual interest expense of $4.1 million, $5.7 million, and $5.7 million and amortization of issuance costs of $1.4 million, $2.0 million, and $2.0 million, respectively. We have not recognized any special interest expense related to the 2.5% Green Notes to date. The amount of unamortized debt issuance costs as of December 31, 2024, and 2023, was $0.6 million and $3.2 million, respectively.
Although the 2.5% Green Notes contain embedded conversion features, we account for the 2.5% Green Notes in its entirety as a liability. As of December 31, 2024, and 2023, the net carrying value of the 2.5% Green Notes was classified as a short-term liability and as a long-term liability in our consolidated balance sheets, respectively.
Non-recourse Debt Facilities
4.6% Term Loans due April 2026 and October 2026
On April 11, 2023, and October 5, 2023, Korean JV entered into three-year $1.5 million and three-year $3.1 million credit agreements with SK ecoplant, respectively, to help fund its working capital. Both loans bear a fixed interest rate of 4.6% payable upon maturity along with the principal. Neither loan requires us to maintain a debt service reserve.
Repayment Schedule and Interest Expense
The following table presents details of our outstanding loan principal repayment schedule as of December 31, 2024 (in thousands):
2025$115,000 
20264,057 
2027— 
2028632,500 
2029402,500 
Thereafter— 
$1,154,057 
Interest expense of $62.6 million, $108.3 million, and $53.5 million for the years ended December 31, 2024, 2023 and 2022, respectively, was recorded in interest expense on the consolidated statements of operations. Interest expense for the year ended December 31, 2023, included $52.8 million as a result of the SK ecoplant Second Tranche Closing. For additional information, please see Note 17 — SK ecoplant Strategic Investment.
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Leases
 12 Months Ended
Dec. 31, 2024
Leases [Abstract]  
Leases Leases
Facilities, Energy Server Systems, and Vehicles
We lease most of our facilities, the Energy Server systems, and vehicles under operating and finance leases that expire at various dates through November 2037. We lease various manufacturing facilities in California and Delaware. We lease additional office space as field offices in the U.S. and around the world including in India, Germany, Ireland, Japan, the Republic of Korea, Taiwan, China, and Singapore.
Some of the lease arrangements have free rent periods or escalating rent payment provisions. We recognize lease cost under such arrangements on a straight-line basis over the life of the leases. For the years ended December 31, 2024, 2023 and 2022, rent expenses for all occupied facilities were $22.4 million, $23.0 million and $21.4 million, respectively.
At inception of the contract, we assess whether a contract is a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Lease classification, measurement, and recognition are determined at lease commencement, which is the date the underlying asset is available for use by us. The accounting classification of a lease is based on whether the arrangement is effectively a financed purchase of the underlying asset (financing lease) or not (operating lease). Our operating leases are comprised primarily of leases for facilities, the Energy Server systems, 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 IBR. In computing our lease liabilities, we use the IBR based on the information available on the commencement date using an estimate of company-specific rate in the U.S. on a collateralized basis and consistent with the lease term for each lease. The lease term is the non-cancelable period of the lease and includes options to extend or terminate the lease when it is reasonably certain that an option will be exercised.
Operating and financing lease right-of-use assets and lease liabilities as of December 31, 2024, and 2023, were as follows (in thousands):
Years Ended
December 31,
20242023
Operating Leases:
Operating lease right-of-use assets, net 1, 2
$122,489 $139,732 
Current operating lease liabilities(19,642)(20,245)
Non-current operating lease liabilities(124,523)(141,939)
Total operating lease liabilities(144,165)(162,184)
Finance Leases:
Finance lease right-of-use assets, net 2, 3, 4
3,214 2,708 
Current finance lease liabilities 5
(981)(1,072)
Non-current finance lease liabilities 6
(2,450)(1,837)
Total finance lease liabilities(3,431)(2,909)
Total lease liabilities$(147,596)$(165,093)
1 These assets primarily include leases for facilities, the Energy Server systems, and vehicles.
2 Net of accumulated amortization.
3 These assets primarily include leases for vehicles.
4 Included in property, plant and equipment, net in the consolidated balance sheets.
5 Included in accrued expenses and other current liabilities in the consolidated balance sheets.
6 Included in other long-term liabilities in the consolidated balance sheets.
The components of our lease costs for the years ended December 31, 2024, 2023 and 2022, were as follows (in thousands):
Years Ended
December 31,
202420232022
Operating lease costs$35,814 $33,190 $25,503 
Financing lease costs:
Amortization of right-of-use assets675 891 968 
Interest on lease liabilities263 273 220 
Total financing lease costs938 1,164 1,188 
Short-term lease costs98 517 974 
Total lease costs$36,850 $34,871 $27,665 
Weighted average remaining lease terms and discount rates for our leases as of December 31, 2024, and 2023, were as follows:
December 31,
20242023
Weighted average remaining lease term:
Operating leases6.7 years7.4 years
Finance leases3.7 years3.2 years
Weighted average discount rate:
Operating leases10.6 %10.6 %
Finance leases9.2 %9.5 %
Future lease payments under lease agreements as of December 31, 2024, were as follows (in thousands):
Operating LeasesFinance Leases
2025$33,295 $1,255 
202633,158 1,036 
202732,675 875 
202826,793 546 
202920,056 317 
Thereafter59,268 — 
Total minimum lease payments205,245 4,029 
Less: amounts representing interest or imputed interest(61,080)(598)
Present value of lease liabilities$144,165 $3,431 

Managed Services Financing
Certain of our customers enter into Managed Services Financing to finance their lease of Bloom Energy Server systems. Customer arrangements under Managed Services Financing 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 Financing include non-cancellable lease terms, during which terms the majority of our investment in the Energy Server systems under lease are typically recovered. We mitigate the remaining residual value risk of the Energy Server systems through provision of maintenance on the Energy Server systems during the lease term and through insurance which proceeds are payable in the event of theft, loss, damage, or destruction.
Our Managed Services Financing with financiers that result in failed sale-and-leaseback transactions are accounted for as financing transactions. Payments received from the financier are recognized as financing obligations in our consolidated balance sheets. Proceeds from the financiers in excess of fair value of the Energy Server systems under successful sale-and-leaseback transactions are also accounted for as financing obligations. These financing obligations are included in each agreement’s contract value and are recognized as short-term or long-term financing obligations based on the estimated payment dates. The lease agreements expire on various dates through 2034. For successful sale-and-leaseback transactions, we record operating lease right-of-use assets and operating lease liabilities and record operating lease expenses over the lease term.
We recognized $9.4 million, $28.7 million, and $20.4 million of product revenue, and $4.5 million, $8.4 million, and $11.3 million of installation revenue from successful sale-and-leaseback transactions for the years ended December 31, 2024, 2023, and 2022, respectively. The recognized operating lease expense from successful sale-and-leaseback transactions for the years ended December 31, 2024, 2023 and 2022, was $12.8 million, $9.7 million, and $5.6 million, respectively.
Operating lease right-of-use assets from successful sale-and-leaseback transactions as of December 31, 2024, and 2023, were $47.2 million and $47.6 million, respectively. Operating lease liability from successful sale-and-leaseback transactions as of December 31, 2024, and 2023, was $50.4 million and $50.1 million, including long-term operating lease liability of $42.1 million and $43.7 million, respectively. Financing obligations from successful sale-and-leaseback transactions as of December 31, 2024, and 2023, were $11.0 million and $10.9 million, including long-term financing obligations of $8.9 million and $9.3 million, respectively.
At December 31, 2024, future lease payments under the Managed Services Agreements financing obligations were as follows (in thousands):
Financing Obligations
2025$29,571 
202623,447 
202717,576 
202811,913 
20297,267 
Thereafter19,647 
Total minimum lease payments109,421 
Less: imputed interest(54,123)
Present value of net minimum lease payments55,298 
Less: current financing obligations(11,702)
Long-term financing obligations$43,596 
The total financing obligations, as reflected in our consolidated balance sheets, were $255.8 million and $444.8 million as of December 31, 2024, and 2023, respectively. We expect the difference between these obligations and the principal obligations in the table above to be offset against the carrying value of the related Energy Server systems at the end of the lease and the remainder recognized as either a net gain or net loss at that point. For the years ended December 31, 2024, and 2023, we recognized a $17.4 million net gain and $0.4 million net loss on failed sale-and-leaseback transactions in other income (expense), net on our consolidated statements of operations, respectively.
Leases Leases
Facilities, Energy Server Systems, and Vehicles
We lease most of our facilities, the Energy Server systems, and vehicles under operating and finance leases that expire at various dates through November 2037. We lease various manufacturing facilities in California and Delaware. We lease additional office space as field offices in the U.S. and around the world including in India, Germany, Ireland, Japan, the Republic of Korea, Taiwan, China, and Singapore.
Some of the lease arrangements have free rent periods or escalating rent payment provisions. We recognize lease cost under such arrangements on a straight-line basis over the life of the leases. For the years ended December 31, 2024, 2023 and 2022, rent expenses for all occupied facilities were $22.4 million, $23.0 million and $21.4 million, respectively.
At inception of the contract, we assess whether a contract is a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Lease classification, measurement, and recognition are determined at lease commencement, which is the date the underlying asset is available for use by us. The accounting classification of a lease is based on whether the arrangement is effectively a financed purchase of the underlying asset (financing lease) or not (operating lease). Our operating leases are comprised primarily of leases for facilities, the Energy Server systems, 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 IBR. In computing our lease liabilities, we use the IBR based on the information available on the commencement date using an estimate of company-specific rate in the U.S. on a collateralized basis and consistent with the lease term for each lease. The lease term is the non-cancelable period of the lease and includes options to extend or terminate the lease when it is reasonably certain that an option will be exercised.
Operating and financing lease right-of-use assets and lease liabilities as of December 31, 2024, and 2023, were as follows (in thousands):
Years Ended
December 31,
20242023
Operating Leases:
Operating lease right-of-use assets, net 1, 2
$122,489 $139,732 
Current operating lease liabilities(19,642)(20,245)
Non-current operating lease liabilities(124,523)(141,939)
Total operating lease liabilities(144,165)(162,184)
Finance Leases:
Finance lease right-of-use assets, net 2, 3, 4
3,214 2,708 
Current finance lease liabilities 5
(981)(1,072)
Non-current finance lease liabilities 6
(2,450)(1,837)
Total finance lease liabilities(3,431)(2,909)
Total lease liabilities$(147,596)$(165,093)
1 These assets primarily include leases for facilities, the Energy Server systems, and vehicles.
2 Net of accumulated amortization.
3 These assets primarily include leases for vehicles.
4 Included in property, plant and equipment, net in the consolidated balance sheets.
5 Included in accrued expenses and other current liabilities in the consolidated balance sheets.
6 Included in other long-term liabilities in the consolidated balance sheets.
The components of our lease costs for the years ended December 31, 2024, 2023 and 2022, were as follows (in thousands):
Years Ended
December 31,
202420232022
Operating lease costs$35,814 $33,190 $25,503 
Financing lease costs:
Amortization of right-of-use assets675 891 968 
Interest on lease liabilities263 273 220 
Total financing lease costs938 1,164 1,188 
Short-term lease costs98 517 974 
Total lease costs$36,850 $34,871 $27,665 
Weighted average remaining lease terms and discount rates for our leases as of December 31, 2024, and 2023, were as follows:
December 31,
20242023
Weighted average remaining lease term:
Operating leases6.7 years7.4 years
Finance leases3.7 years3.2 years
Weighted average discount rate:
Operating leases10.6 %10.6 %
Finance leases9.2 %9.5 %
Future lease payments under lease agreements as of December 31, 2024, were as follows (in thousands):
Operating LeasesFinance Leases
2025$33,295 $1,255 
202633,158 1,036 
202732,675 875 
202826,793 546 
202920,056 317 
Thereafter59,268 — 
Total minimum lease payments205,245 4,029 
Less: amounts representing interest or imputed interest(61,080)(598)
Present value of lease liabilities$144,165 $3,431 

Managed Services Financing
Certain of our customers enter into Managed Services Financing to finance their lease of Bloom Energy Server systems. Customer arrangements under Managed Services Financing 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 Financing include non-cancellable lease terms, during which terms the majority of our investment in the Energy Server systems under lease are typically recovered. We mitigate the remaining residual value risk of the Energy Server systems through provision of maintenance on the Energy Server systems during the lease term and through insurance which proceeds are payable in the event of theft, loss, damage, or destruction.
Our Managed Services Financing with financiers that result in failed sale-and-leaseback transactions are accounted for as financing transactions. Payments received from the financier are recognized as financing obligations in our consolidated balance sheets. Proceeds from the financiers in excess of fair value of the Energy Server systems under successful sale-and-leaseback transactions are also accounted for as financing obligations. These financing obligations are included in each agreement’s contract value and are recognized as short-term or long-term financing obligations based on the estimated payment dates. The lease agreements expire on various dates through 2034. For successful sale-and-leaseback transactions, we record operating lease right-of-use assets and operating lease liabilities and record operating lease expenses over the lease term.
We recognized $9.4 million, $28.7 million, and $20.4 million of product revenue, and $4.5 million, $8.4 million, and $11.3 million of installation revenue from successful sale-and-leaseback transactions for the years ended December 31, 2024, 2023, and 2022, respectively. The recognized operating lease expense from successful sale-and-leaseback transactions for the years ended December 31, 2024, 2023 and 2022, was $12.8 million, $9.7 million, and $5.6 million, respectively.
Operating lease right-of-use assets from successful sale-and-leaseback transactions as of December 31, 2024, and 2023, were $47.2 million and $47.6 million, respectively. Operating lease liability from successful sale-and-leaseback transactions as of December 31, 2024, and 2023, was $50.4 million and $50.1 million, including long-term operating lease liability of $42.1 million and $43.7 million, respectively. Financing obligations from successful sale-and-leaseback transactions as of December 31, 2024, and 2023, were $11.0 million and $10.9 million, including long-term financing obligations of $8.9 million and $9.3 million, respectively.
At December 31, 2024, future lease payments under the Managed Services Agreements financing obligations were as follows (in thousands):
Financing Obligations
2025$29,571 
202623,447 
202717,576 
202811,913 
20297,267 
Thereafter19,647 
Total minimum lease payments109,421 
Less: imputed interest(54,123)
Present value of net minimum lease payments55,298 
Less: current financing obligations(11,702)
Long-term financing obligations$43,596 
The total financing obligations, as reflected in our consolidated balance sheets, were $255.8 million and $444.8 million as of December 31, 2024, and 2023, respectively. We expect the difference between these obligations and the principal obligations in the table above to be offset against the carrying value of the related Energy Server systems at the end of the lease and the remainder recognized as either a net gain or net loss at that point. For the years ended December 31, 2024, and 2023, we recognized a $17.4 million net gain and $0.4 million net loss on failed sale-and-leaseback transactions in other income (expense), net on our consolidated statements of operations, respectively.
Leases Leases
Facilities, Energy Server Systems, and Vehicles
We lease most of our facilities, the Energy Server systems, and vehicles under operating and finance leases that expire at various dates through November 2037. We lease various manufacturing facilities in California and Delaware. We lease additional office space as field offices in the U.S. and around the world including in India, Germany, Ireland, Japan, the Republic of Korea, Taiwan, China, and Singapore.
Some of the lease arrangements have free rent periods or escalating rent payment provisions. We recognize lease cost under such arrangements on a straight-line basis over the life of the leases. For the years ended December 31, 2024, 2023 and 2022, rent expenses for all occupied facilities were $22.4 million, $23.0 million and $21.4 million, respectively.
At inception of the contract, we assess whether a contract is a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Lease classification, measurement, and recognition are determined at lease commencement, which is the date the underlying asset is available for use by us. The accounting classification of a lease is based on whether the arrangement is effectively a financed purchase of the underlying asset (financing lease) or not (operating lease). Our operating leases are comprised primarily of leases for facilities, the Energy Server systems, 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 IBR. In computing our lease liabilities, we use the IBR based on the information available on the commencement date using an estimate of company-specific rate in the U.S. on a collateralized basis and consistent with the lease term for each lease. The lease term is the non-cancelable period of the lease and includes options to extend or terminate the lease when it is reasonably certain that an option will be exercised.
Operating and financing lease right-of-use assets and lease liabilities as of December 31, 2024, and 2023, were as follows (in thousands):
Years Ended
December 31,
20242023
Operating Leases:
Operating lease right-of-use assets, net 1, 2
$122,489 $139,732 
Current operating lease liabilities(19,642)(20,245)
Non-current operating lease liabilities(124,523)(141,939)
Total operating lease liabilities(144,165)(162,184)
Finance Leases:
Finance lease right-of-use assets, net 2, 3, 4
3,214 2,708 
Current finance lease liabilities 5
(981)(1,072)
Non-current finance lease liabilities 6
(2,450)(1,837)
Total finance lease liabilities(3,431)(2,909)
Total lease liabilities$(147,596)$(165,093)
1 These assets primarily include leases for facilities, the Energy Server systems, and vehicles.
2 Net of accumulated amortization.
3 These assets primarily include leases for vehicles.
4 Included in property, plant and equipment, net in the consolidated balance sheets.
5 Included in accrued expenses and other current liabilities in the consolidated balance sheets.
6 Included in other long-term liabilities in the consolidated balance sheets.
The components of our lease costs for the years ended December 31, 2024, 2023 and 2022, were as follows (in thousands):
Years Ended
December 31,
202420232022
Operating lease costs$35,814 $33,190 $25,503 
Financing lease costs:
Amortization of right-of-use assets675 891 968 
Interest on lease liabilities263 273 220 
Total financing lease costs938 1,164 1,188 
Short-term lease costs98 517 974 
Total lease costs$36,850 $34,871 $27,665 
Weighted average remaining lease terms and discount rates for our leases as of December 31, 2024, and 2023, were as follows:
December 31,
20242023
Weighted average remaining lease term:
Operating leases6.7 years7.4 years
Finance leases3.7 years3.2 years
Weighted average discount rate:
Operating leases10.6 %10.6 %
Finance leases9.2 %9.5 %
Future lease payments under lease agreements as of December 31, 2024, were as follows (in thousands):
Operating LeasesFinance Leases
2025$33,295 $1,255 
202633,158 1,036 
202732,675 875 
202826,793 546 
202920,056 317 
Thereafter59,268 — 
Total minimum lease payments205,245 4,029 
Less: amounts representing interest or imputed interest(61,080)(598)
Present value of lease liabilities$144,165 $3,431 

Managed Services Financing
Certain of our customers enter into Managed Services Financing to finance their lease of Bloom Energy Server systems. Customer arrangements under Managed Services Financing 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 Financing include non-cancellable lease terms, during which terms the majority of our investment in the Energy Server systems under lease are typically recovered. We mitigate the remaining residual value risk of the Energy Server systems through provision of maintenance on the Energy Server systems during the lease term and through insurance which proceeds are payable in the event of theft, loss, damage, or destruction.
Our Managed Services Financing with financiers that result in failed sale-and-leaseback transactions are accounted for as financing transactions. Payments received from the financier are recognized as financing obligations in our consolidated balance sheets. Proceeds from the financiers in excess of fair value of the Energy Server systems under successful sale-and-leaseback transactions are also accounted for as financing obligations. These financing obligations are included in each agreement’s contract value and are recognized as short-term or long-term financing obligations based on the estimated payment dates. The lease agreements expire on various dates through 2034. For successful sale-and-leaseback transactions, we record operating lease right-of-use assets and operating lease liabilities and record operating lease expenses over the lease term.
We recognized $9.4 million, $28.7 million, and $20.4 million of product revenue, and $4.5 million, $8.4 million, and $11.3 million of installation revenue from successful sale-and-leaseback transactions for the years ended December 31, 2024, 2023, and 2022, respectively. The recognized operating lease expense from successful sale-and-leaseback transactions for the years ended December 31, 2024, 2023 and 2022, was $12.8 million, $9.7 million, and $5.6 million, respectively.
Operating lease right-of-use assets from successful sale-and-leaseback transactions as of December 31, 2024, and 2023, were $47.2 million and $47.6 million, respectively. Operating lease liability from successful sale-and-leaseback transactions as of December 31, 2024, and 2023, was $50.4 million and $50.1 million, including long-term operating lease liability of $42.1 million and $43.7 million, respectively. Financing obligations from successful sale-and-leaseback transactions as of December 31, 2024, and 2023, were $11.0 million and $10.9 million, including long-term financing obligations of $8.9 million and $9.3 million, respectively.
At December 31, 2024, future lease payments under the Managed Services Agreements financing obligations were as follows (in thousands):
Financing Obligations
2025$29,571 
202623,447 
202717,576 
202811,913 
20297,267 
Thereafter19,647 
Total minimum lease payments109,421 
Less: imputed interest(54,123)
Present value of net minimum lease payments55,298 
Less: current financing obligations(11,702)
Long-term financing obligations$43,596 
The total financing obligations, as reflected in our consolidated balance sheets, were $255.8 million and $444.8 million as of December 31, 2024, and 2023, respectively. We expect the difference between these obligations and the principal obligations in the table above to be offset against the carrying value of the related Energy Server systems at the end of the lease and the remainder recognized as either a net gain or net loss at that point. For the years ended December 31, 2024, and 2023, we recognized a $17.4 million net gain and $0.4 million net loss on failed sale-and-leaseback transactions in other income (expense), net on our consolidated statements of operations, respectively.
v3.25.0.1
Stock-Based Compensation and Employee Benefit Plans
 12 Months Ended
Dec. 31, 2024
Compensation Related Costs [Abstract]  
Stock-Based Compensation and Employee Benefit Plans Stock-Based Compensation and Employee Benefit Plans
Share-based grants are designed to reward employees for their long-term contributions to us and provide incentives for them to remain with us.
2012 Equity Incentive Plan
Our 2012 Equity Incentive Plan (the “2012 Plan”) was approved in August 2012. The 2012 Plan provided for the grant
of incentive stock options, non-statutory stock options, stock appreciation rights and RSUs, all of which may be granted to employees, including officers, and to non-employee directors and consultants except we may grant incentive stock options only to employees.
Grants under the 2012 Plan generally vest ratably over a four-year period from the vesting commencement date and expire ten years from the grant date. As of December 31, 2024, and 2023, stock options to purchase of 3,691,919 and 4,511,074 shares of Class A common stock were outstanding with a weighted average exercise price of $27.38 and $27.28 per share, respectively, and no shares were available for future grant. The 2012 Equity Incentive Plan has been canceled but continues to govern outstanding option grants under the 2012 Plan.
2018 Equity Incentive Plan
The 2018 Equity Incentive Plan (the “2018 Plan”) was approved in April 2018. The 2018 Plan became effective upon our initial public offering (“IPO”) and serves as the successor to the 2012 Plan. The 2018 Plan authorizes the award of stock options, restricted stock awards, stock appreciation rights, RSUs, PSUs and stock bonuses. The 2018 Plan provides for the grant of awards to employees, directors, consultants, independent contractors and advisors provided the consultants, independent contractors, directors and advisors render services not in connection with the offer and sale of securities in a capital-raising transaction. The exercise price of stock options is at least equal to the fair market value of Class A common stock on the date of grant. Grants under the 2018 Plan generally vest ratably over three or four years from the vesting commencement date and expire ten years from the grant date.
The 2018 Plan allows for an annual increase on January 1, of each of 2019 through 2028, by the lesser of (a) four percent (4%) of the number of Class A common stock 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, 2024, and 2023, stock options to purchase 3,740,902 and 2,736,550 shares of Class A common stock were outstanding, respectively, with a weighted average exercise price of $10.14 and $10.42 per share, respectively. As of December 31, 2024, and 2023, 12,896,465 and 9,887,706 RSUs and PSUs that may be settled for Class A common stock, which were granted pursuant to the 2018 Plan, respectively, were outstanding. As of December 31, 2024, and 2023, we had 35,263,475 and 32,877,906 shares reserved for issuance under the 2018 Plan, respectively.
Stock-Based Compensation Expense
The following table summarizes the components of stock-based compensation expense in the consolidated statements of operations (in thousands):
 Years Ended
December 31,
 202420232022
Cost of revenue$16,579 $17,504 $18,955 
Research and development22,150 27,620 33,956 
Sales and marketing11,224 16,415 18,651 
General and administrative33,042 25,556 42,404 
$82,995 $87,095 $113,966 

During the years ended December 31, 2024, 2023 and 2022, stock-based compensation expense capitalized on inventory and deferred cost of goods sold was immaterial.
Stock Option and Stock Award Activity
Stock Options
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, 2022
8,748,309 $20.70 4.6$40,532 
Exercised(525,031)6.76 
Forfeited / Expired
(975,654)26.58 
Balances at December 31, 2023
7,247,624 20.93 3.819,446 
Exercised(307,857)7.01 
Granted
1,364,348 9.96 
Forfeited / Expired
(871,294)27.45 
Balances at December 31, 2024
7,432,821 18.72 4.153,453 
Vested and expected to vest at December 31, 2024
7,143,140 19.09 3.949,764 
Exercisable at December 31, 2024
6,093,473 $20.65 3.0$37,014 
During the years ended December 31, 2024, 2023 and 2022, we recognized $3.2 million, $0.4 million and $7.1 million of stock-based compensation costs for stock options, respectively.
During the year ended December 31, 2024, we granted 1,364,348 stock options, including 1,135,000 stock options granted to certain executives to purchase shares of common stock that contain certain performance-based vesting criteria related to corporate milestones (the “performance-based stock options”). The performance-based stock options were granted “at-the-money” and have a term of 10 years. The performance-based stock options vest based over a three-year or a four-year requisite service period. We did not grant options in the years ended December 31, 2023, and 2022.
We used the following weighted-average assumptions in applying the Black-Scholes valuation model for determination of the stock options valuation:
Risk-free interest rate
3.7% - 4.4%
Expected term (years)
6 years
Expected dividend yield
—
Expected volatility
95.3% - 97.1%
During the years ended December 31, 2024, 2023 and 2022, the intrinsic value of stock options exercised was $2.1 million, $3.6 million and $3.8 million, respectively.
As of December 31, 2024, and 2023, we had unrecognized compensation costs related to unvested stock options of $7.2 million and $0.1 million, respectively. This cost is expected to be recognized over the remaining weighted-average period of 2.1 years and 0.3 years, respectively. Cash received from stock options exercised totaled $2.0 million, $3.6 million and $3.7 million and for the years ended December 31, 2024, 2023 and 2022, respectively.
Stock Awards
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, 2022
9,549,035 $19.99 
Granted6,369,823 17.33 
Vested(4,160,416)19.55 
Forfeited(1,869,101)21.12 
Unvested Balance at December 31, 2023
9,889,341 $18.25 
Granted8,574,481 15.66 
Vested(3,067,129)19.61 
Forfeited(1,350,228)18.60 
Cancelled
(1,150,000)17.44 
Unvested Balance at December 31, 2024
12,896,465 $16.29 
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, 2024, 2023 and 2022, we recognized $70.1 million, $71.2 million and $89.4 million of stock-based compensation costs for stock awards, respectively.
As of December 31, 2024, and 2023, we had $161.8 million and $113.5 million of unrecognized stock-based compensation cost related to unvested stock awards, expected to be recognized over a weighted average period of 2.2 years and 2.0 years, respectively.
Executive Awards
Fiscal Year 2024
On December 18, 2024, the Company’s board of directors cancelled 1,150,000 PSU awards from the equity package the Chief Executive Officer (the “CEO”) received on May 12, 2021 (the “2021 PSUs”), under the 2018 Plan. The 2021 PSUs were cancelled due to the lack of their retention value and the change in the Company’s strategic goals. Also, on December 18, 2024, the Company’s board of directors granted the CEO replacement awards that included (1) a front-loaded three-year equity award consisting of: (i) 1,500,000 PSU awards and (ii) 500,000 RSU awards (the “2025 Equity Package”), and (2) a one-time award of 600,000 PSU awards (the “One-Time Grant”, and together with the 2025 Equity Package, the “Replacement Awards”).
The 2025 Equity Package RSU awards have time-based vesting schedule of three years and started vesting on December 18, 2024. The performance criteria under the 2025 Equity Package PSU awards are equally weighted between product revenue growth and adjusted product gross margin. The CEO is eligible to receive up to 300% of the target PSUs under the 2025 Equity Package, which is intended to provide a meaningful retention incentive for the CEO over the next several years. The 2025 Equity Package PSUs have a three-year cliff performance vesting period.
The One-Time Grant consists of two awards: (i) a grant of 300,000 PSUs that fully vested on December 18, 2024, and (ii) a grant of 300,000 PSUs that will be earned and vest following the Compensation and Organizational Development Committee’s certification that the CEO has achieved specific, objective criteria tied to strategic priorities prior to December 31, 2027. The maximum amount of shares the CEO can earn under the One-Time Grant is 600,000 shares of our Class A common stock.
The cancellation of the 2021 PSUs accompanied by the concurrent grant of the Replacement Awards was accounted for as a modification of the terms of the cancelled award according to the ASC 718. On December 18, 2024, the Company determined the incremental compensation cost of $42.4 million measured as the excess of the fair value of the Replacement Awards over the fair value of the cancelled award immediately before the terms were modified. These compensation costs will be recognized over the requisite service period of the Replacement Awards. The total fair value of the Replacement Awards of $57.6 million measured at the date of a cancellation and replacement consisted of (1) the grant-date fair value of the original award for which the service has already been rendered and is expected to be rendered at that date, and (2) the incremental cost resulting from the cancellation and replacement. For the year ended December 31, 2024, we recognized $7.6 million of
compensation costs related to the Replacement Awards.
On March 1, 2024, the Company granted RSUs, PSUs, time-based and performance-based stock option awards to certain executive staff; on May 6, 2024, the Company granted RSUs and PSUs to new executive hires, including our new Chief Financial Officer; and on August 29, 2024, the Company granted additional performance-based stock option awards to our Chief Commercial Officer (collectively, the “2024 Executive Awards”), pursuant to the 2018 Plan.
The RSUs have time-based vesting schedules that range from two to four years, and started vesting on February 15, 2024 (May 15, 2024, for new hires).
The time-based stock options started vesting on February 15, 2024, and shall vest over three years. The PSUs have vesting schedules that range from one to three years. The performance-based stock options have vesting schedules that range from three to four years. Both the PSUs and the performance-based stock options have a threshold target for vesting of 50% of the number of awards, a target for 100% of earned awards and a maximum of 150% of granted awards earned, for each of the performance periods.
The PSUs and performance-based stock options will vest based on a combination of time and achievement against performance metrics targets assuming continued employment and service through each vesting date. Stock-based compensation costs associated with the 2024 Executive Awards are recognized over the service period as we evaluate the probability of the achievement of the performance conditions. As of December 31, 2024, the unamortized compensation expense for the RSUs, the PSUs, the time-based and the performance-based stock options per the 2024 Executive Awards and the Replacement Awards was $66.8 million.
Fiscal Year 2023
On February 15, 2023, and July 11, 2023, the Company granted RSU and PSU awards (the “2023 Executive Awards”) to certain executive staff pursuant to the 2018 Plan. The RSU awards have time-based vesting schedules, started vesting on February 15, 2023, and shall vest over a three-year period. The PSU awards which started vesting on February 15, 2023, have either a three-year or one-year cliff vesting period, and the PSU awards which started vesting on July 11, 2023, cliff vest on February 15, 2024. The PSU awards will vest based on a combination of time and achievement against performance metrics targets assuming continued employment and service through each vesting date. Stock-based compensation costs associated with the 2023 Executive Awards are recognized over the service period as we evaluate the probability of the achievement of the performance conditions. As of December 31, 2024, and 2023, the unamortized compensation expense for the 2023 Executive Awards was $1.8 million and $7.0 million, respectively.
Fiscal Year 2022
In 2022, the Company granted RSU and PSU awards (the “2022 Executive Awards”) to certain executive staff, including our CEO, pursuant to the 2018 Plan. The RSUs have time-based vesting schedules. The PSUs consist of three vesting tranches during 2023-2025 with an annual vesting schedule based on the attainment of performance conditions related to fiscal 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 of December 31, 2024, and 2023, the unamortized compensation expense for the 2022 Executive Awards was $1.0 million and $6.2 million, respectively. Actual compensation expense is determined by the attained performance condition of the PSUs in fiscal year 2022.
Fiscal Year 2021
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 CEO 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).
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.
On December 18, 2024, the Company cancelled 1,150,000 PSU awards from the 2021 Executive Awards and replaced them with the 2025 Equity Package.
As of December 31, 2024, and 2023, the unamortized compensation expense for 2021 Executive Awards was $3.7 million, and $8.2 million, respectively.
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, 2022
28,340,641 
Added to plan8,948,255 
Granted(6,290,060)
Cancelled/Forfeited2,774,990 
Expired(895,920)
Balances at December 31, 2023
32,877,906 
Added to plan9,674,114 
Granted(9,933,957)
Cancelled/Forfeited3,371,522 
Expired(726,110)
Balances at December 31, 2024
35,263,475 
2018 Employee Stock Purchase Plan
In April 2018, we adopted the 2018 ESPP. The 2018 ESPP became effective upon our IPO in July 2018. The 2018 ESPP is intended to qualify under Section 423 of the Internal Revenue Code. The aggregate number of our shares that may be issued over the term of our ESPP is 33,333,333 Class A common stock. A total of 3,333,333 shares of our Class A common stock were initially reserved for issuance under the plan. The number of shares reserved for issuance under the 2018 ESPP will increase automatically on the 1st day of January of each of the first nine years following the first offering date by the number of shares equal to one percent (1%) of the total number of Class A common stock, Class B common stock (automatically converted to Class A common stock on July 27, 2023) and common stock equivalents (including options, RSUs, warrants and preferred stock on an as converted basis) issued and outstanding on the immediately preceding December 31 (rounded down to the nearest whole share); provided, that the Board of Directors or the Compensation Committee may in its sole discretion reduce the amount of the increase in any particular year.
The 2018 ESPP allows eligible employees to purchase shares, subject to purchase limits of 2,500 shares during each six-month period or $25,000 worth of stock for each calendar year, of our Class A common stock through payroll deductions at a price per share equal to 85% of the lesser of the fair market value of our Class A common stock (i) on the first trading day of the applicable offering date and (ii) the last trading day of each purchase date.
During the years ended December 31, 2024, 2023 and 2022, we recognized $5.9 million, $15.5 million and $16.2 million of stock-based compensation costs for the 2018 ESPP, respectively. We issued 1,049,955, 875,695 and 759,744 shares in the years ended December 31, 2024, 2023 and 2022, respectively. During the years ended December 31, 2024, 2023 and 2022, we added an additional 2,418,528, 2,239,563 and 12,055,792 shares, respectively. There were 16,573,157 and 15,204,584 shares available for issuance as of December 31, 2024, and 2023, respectively.
As of December 31, 2024, and 2023, we had $5.9 million and $8.8 million of unrecognized stock-based compensation costs, expected to be recognized over a weighted average period of 0.8 years and 0.8 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,
20242023
Risk-free interest rate
 4.1% - 5.6%
4.9% - 5.6%
Expected term (years)
0.5 - 2.0
0.5 - 2.0
Expected dividend yield
—
—
Expected volatility
54.1% - 78.7%
54.1% - 74.1%
v3.25.0.1
Portfolio Financings
 12 Months Ended
Dec. 31, 2024
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 Server systems through third-party ownership financing arrangements.
In the past, we and our third-party equity investors (together, the “Equity Investors”) contributed funds into a limited liability investment entity (the “Investment Company”) that owns and is parent to the Operating Company (together, the “PPA Entities”). The contributed funds were restricted for use by the Operating Company to the purchase of our Energy Server systems manufactured by us in our normal course of operations. All six PPA Entities established in the past utilized their entire available financing capacity and have completed the purchase of their Energy Server systems. Any debt incurred by the Operating Companies was non-recourse to us. Under these structures, each Investment Company was treated as a partnership for U.S. federal income tax purposes. Equity Investors received investment tax credits and accelerated tax depreciation benefits.
In June 2022, November 2022, and August 2023, we sold PPA IIIa, PPA IV, and PPA V, respectively, which were accounted as our consolidated VIEs, as a result of the repowering of the Energy Server systems. The other three PPA Entities — PPA II, PPA IIIb and PPA VI — are not considered VIEs (the Third-Party PPAs).
PPA IIIa Repowering of the Energy Server Systems
PPA IIIa was established in 2012 and we, through a special purpose subsidiary (the “Project Company”), had previously entered into certain agreements for the purpose of developing, financing, owning, operating, maintaining and managing a portfolio of 9.8 megawatts of the Energy Server systems.
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.
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 repower the old 9.8 megawatts of the old PPA IIIa Energy Servers by replacing them with the new PPA IIIa Energy Servers and providing related installation services, which were financed by the financier (the “EPC Agreement”). The plan was to remove the old PPA IIIa Energy Servers prior to installing the new PPA IIIa Energy Servers and return the old PPA IIIa Energy Servers to Bloom. We also amended and restated our O&M Agreement with the Project Company to cover all the new PPA IIIa Energy Servers and the old PPA IIIa Energy Servers prior to their repowering. The operations and maintenance fees under the O&M Agreement are paid on a fixed dollar per kilowatt basis.
Certain power purchase agreements within the PPA IIIa portfolio were classified as sales-type leases under ASC 840, while some were classified as operating leases. We elected the practical expedient package with the adoption of ASC 842, which allowed us to carry forward the lease classification upon adoption of ASC 842 on January 1, 2020. The leases were
modified prior to the sale of PPA IIIa to the financier. Such modified leases were reassessed and determined to not be leases under ASC 842 because customers have no control over the identified assets. Accordingly, on the date of modification, the customer financing receivables were derecognized and recognized as property, plant, and equipment (the “PPA IIIa PP&E”).
Due to our repurchase option on the old PPA IIIa Energy Servers, we concluded there was no transfer of control of the old PPA IIIa Energy Servers upon sale of the membership interest to the financier. Accordingly, we continued to recognize the old PPA IIIa Energy Servers, despite the legal ownership of such assets under the MIPA. Upon reclassification of the lease assets to property, plant and equipment, net, we assessed the recorded assets for impairment. The carrying amount of the PPA IIIa PP&E was determined to be not recoverable as the net undiscounted cash flows were less than the carrying amounts for PPA IIIa PP&E. Therefore, we recognized the asset impairment charge as electricity cost, consistent with depreciation expense classification for property, plant and equipment under leases.
The PPA IIIa Repowering was completed in the fourth quarter of fiscal year 2022. It resulted in the following summarized impacts on our consolidated statements of operations for the year ended December 31, 2024: (i) service revenue recognized of $2.3 million related to the O&M Agreements, (ii) immaterial amount of cost of installation revenue recognized.
The PPA IIIa Repowering resulted in the following summarized impacts on our consolidated statements of operations for the year ended December 31, 2023: (i) service revenue recognized of $3.5 million related to the O&M Agreements, (ii) installation revenue recognized of $0.4 million, and (iii) cost of installation revenue of $0.1 million. The PPA IIIa Repowering had the following impacts on our consolidated statements of operations for the year ended December 31, 2022: (i) product, installation and service revenue recognized of $49.8 million, $4.6 million, and $0.7 million, respectively, as a result of the sale of the new PPA IIIa Energy Servers; (ii) cost of electricity revenue of $45.0 million, including the impairment of the old PPA IIIa Energy Servers of $44.8 million and accelerated depreciation of $0.2 million prior to the completion of installation; (iii) cost of product and installation revenue of $21.8 million and $3.2 million, respectively, due to the sale of the new PPA IIIa Energy Servers; and (iv) $4.2 million of loss on extinguishment of debt.
Impacts on our consolidated statements of cash flows for the year ended December 31, 2022, are summarized as follows: net cash provided by financing activities decreased by $32.6 million due to the repayment of debt of $30.2 million and cash fee of $2.4 million associated with debt extinguishment. There were no impacts on cash flows from financing activities for the years ended December 31, 2024, and 2023.
PPA IV Repowering of the Energy Server Systems
PPA IV was established in 2014 and we, through the Project Company, had previously entered into certain agreements for the purpose of developing, financing, owning, operating, maintaining and managing a portfolio of 19.3 megawatts of the Energy Server systems.
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.
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 repower the 19.3 megawatts of the old PPA IV Energy Servers by replacing them with the new PPA IV Energy Servers and providing related installation services, which were financed by the financier under the EPC Agreement. The old PPA IV Energy Servers were removed prior to installing the new PPA IV Energy Servers, whereby upon completion of installation the old PPA IV Energy Servers are returned to Bloom. We also amended and restated our O&M Agreement with the Project Company to cover all the new PPA IV Energy Servers and the old PPA IV Energy Servers prior to their repowering. The operations and maintenance fees under the O&M Agreement are paid on a fixed dollar per kilowatt basis.
The power purchase agreements within the PPA IV portfolio were classified as operating leases under ASC 840. We elected the practical expedient package with the adoption of ASC 842, which allowed us to carry forward the lease classification upon adoption of ASC 842 on January 1, 2020. The leases were modified prior to the sale of PPA IV to the financier. Such modified leases were reassessed and determined to not be leases under ASC 842 because customers have no control over the identified assets. Accordingly, on the date of modification, the operating leases were recognized as property, plant, and equipment (the “PPA IV PP&E”).
Due to our repurchase option on the old PPA IV Energy Servers, we concluded there was no transfer of control of the old PPA IV Energy Servers upon sale of the membership interest to the financier. Accordingly, we continued to recognize the old PPA IV Energy Servers, despite the legal ownership of such assets under the MIPA. We assessed the recorded assets for impairment. The carrying amount of the PPA IV PP&E was determined to be not recoverable as the net undiscounted cash flows are less than the carrying amounts for the PPA IV PP&E. Therefore, we recognized the asset impairment charge as electricity cost, consistent with depreciation expense classification for property, plant and equipment under leases.
The PPA IV Repowering was completed in the first quarter of fiscal year 2024. It resulted in the following summarized impacts on our consolidated statements of operations for the year ended December 31, 2024: (i) service revenue recognized of $2.3 million related to the O&M Agreements, (ii) product revenue recognized of $0.4 million, (iii) a decrease of cost of installation revenue of $0.2 million due to accrual reversal, and (iv) immaterial amount of installation revenue recognized due to revenue adjustment.
The PPA IV Repowering had the following impacts on our consolidated statements of operations for the year ended December 31, 2023: (i) installation revenue recognized of $10.0 million, (ii) service revenue recognized of $1.8 million related to the O&M Agreements, (iii) electricity revenue recognized of $6.1 million, (iv) product revenue decreased by $3.4 million due to the revenue adjustment, (v) cost of installation revenue of $6.6 million, and (vi) cost of product revenue of $0.1 million. The PPA IV Repowering had the following impacts on our consolidated statements of operations for the year ended December 31, 2022: (i) product and electricity revenue recognized of $102.3 million and $1.4 million, respectively, as a result of the sale of new Energy Servers; (ii) cost of electricity revenue of $64.3 million, including the impairment of old Energy Servers of $64.0 million and accelerated depreciation of $0.3 million prior to the completion of installation; (iii) cost of product revenue of $37.4 million, due to the sale of the new PPA IV Energy Servers; (iv) general and administrative expenses of $4.7 million primarily due to the impairment of prepaid insurance, and; (v) $4.7 million of loss on extinguishment of debt.
As a result of the equity interest buyout from the third-party investor, noncontrolling interest related to PPA IV of $23.7 million was eliminated and recorded as part of additional paid-in capital in our consolidated statements of stockholders’ equity (deficit).
Impacts on our consolidated statements of cash flows for the year ended December 31, 2022, are summarized as follows: net cash provided by financing activities decreased by $74.6 million due to the repayment of debt of $70.5 million and cash fee of $4.1 million associated with debt extinguishment. There were no impacts on cash flows from financing activities for the years ended December 31, 2024, and 2023.
PPA V Interest Buyout
On November 2, 2022, we acquired all of Constellation Energy Generation, LLC’s (“Constellation”) interest in PPA V (the “2022 PPA V Buyout”), as set forth in the Purchase and Sale Agreement. The aggregate purchase price of the transaction amounted to $8.0 million. After the acquisition our interest in PPA V increased from 10% to 70%.
On August 10, 2023, we acquired all of Solar TC Corp’s (“Intel”) interest in PPA V, as set forth in the Purchase and Sale Agreement (the “2023 PPA V Buyout”). The aggregate purchase price of the transaction amounted to $6.9 million. After the acquisition, PPA V became wholly owned by us.
The changes in our ownership interest in PPA V were accounted for as equity transactions in accordance with ASC 810, Consolidations (“ASC 810”). The carrying amounts of the noncontrolling interest were eliminated to reflect the changes in our ownership interest in PPA V, and the differences between the fair values of the considerations paid and the carrying amounts of the noncontrolling interest immediately prior to the 2022 PPA V Buyout on November 2, 2022, and immediately prior to the 2023 PPA V Buyout on August 10, 2023, of $48.1 million and $11.5 million, respectively, were recognized as additional paid-in capital in our consolidated statements of stockholders’ equity (deficit).
PPA V Repowering of the Energy Server Systems
PPA V was established in 2015 and we, through the Project Company, had previously entered into certain agreements for the purpose of developing, financing, owning, operating, maintaining and managing a portfolio of 37.1 megawatts of the Energy Server systems.
On August 24, 2023, we entered into the MIPA with the financier. Following the 2023 PPA V Buyout and prior to signing the MIPA, we repaid all of the outstanding debt of the Project Company of $119.0 million, including accrued interest of $0.5 million, and recognized a loss on extinguishment of debt in an amount of $1.4 million, represented in its entirety by the
derecognition of the related debt issuance costs. Refer to Note 7 — Outstanding Loans and Security Agreements, Non-recourse Debt Facilities section.
On August 25, 2023, we sold our 100% interest in the Project Company to the financier through the MIPA. Simultaneously, we entered into an agreement with the Project Company to repower the 37.1 megawatts of the old PPA V Energy Servers by replacing them with the new PPA V Energy Servers and to provide related installation services, which were financed by the financier (i.e., EPC Agreement). We also amended and restated our O&M Agreement with the Project Company to cover all the new PPA V Energy Servers and the old PPA V Energy Servers prior to their Repowering. The operations and maintenance fees under the O&M Agreement are paid on a fixed dollar per kilowatt basis.
Due to our repurchase option on the old PPA V Energy Servers, we concluded there was no transfer of control of the old PPA V Energy Servers upon sale of the membership interest to the financier. Accordingly, we continued to recognize the old PPA Energy Servers, despite the legal ownership of such assets having been transferred under the MIPA. We assessed the recorded assets for impairment. The carrying amount of the PPA V property, plant and equipment was determined to be not recoverable as the net undiscounted cash flows were less than the carrying amounts for PPA V property, plant and equipment. Therefore, we recognized the asset impairment charge as electricity cost, consistent with our depreciation expense classification for property, plant and equipment under leases.
The PPA V Repowering was complete in the first quarter of fiscal year 2024, and resulted in the following summarized impacts on our consolidated statements of operations for the year ended December 31, 2024: (i) service revenue recognized of $10.9 million related to the O&M Agreements, (ii) a decrease in cost of installation revenue of $0.8 million due to accrual reversal, (iii) product revenue decreased by $0.1 million due to the revenue adjustment, and (iv) immaterial amount of installation revenue recognized.
The PPA V Repowering had the following impacts on our consolidated statements of operations for the year ended December 31, 2023: (i) product revenue and installation revenue recognized of $176.2 million and $14.8 million, respectively, as a result of the sale of the new PPA V Energy Servers; (ii) electricity revenue recognized of $6.1 million related to the old PPA V Energy Servers and the release of deferred incentive revenue of $5.0 million, (iii) service revenue recognized of $2.6 million related to the O&M Agreements, (iv) cost of electricity revenue of $125.6 million, primarily including the impairment of the old PPA V Energy Servers of $123.7 million and accelerated depreciation of $0.4 million prior to the completion of installation; (v) cost of product revenue and cost of installation revenue of $75.3 million and $13.2 million, respectively, due to the sale of the new PPA V Energy Servers; (vi) general and administrative expenses of $6.4 million due to the impairment of non-recoverable production insurance; (vii) loss on extinguishment of debt of $1.4 million, (viii) interest expense of $0.3 million, and (ix) net loss attributable to noncontrolling interest of $1.0 million.
Impacts on our consolidated statements of cash flows for the year ended December 31, 2023, are summarized as follows: net cash provided by financing activities decreased by $109.3 million due to the repayment of debt related to PPA V of $118.5 million, and acquisition of all of interest in PPA V from Intel for $6.9 million net of distributions to Intel’s noncontrolling interest of $2.3 million. There were no impacts on cash flows from financing activities for the year ended December 31, 2024.
Assets Buyout and Repowering
In December 2024, we terminated certain of our legacy managed services agreements, previously recorded as failed sale and lease-back transactions upon inception. At termination, we bought back the old Energy Server systems from the respective legacy financiers (the “Buyout”). Upon the Buyout, title for these Energy Server systems was transferred to a Bloom-owned SPV. The SPV was a VIE of Bloom under ASC 810, and we consolidated it in our financial statements as we were the primary beneficiary and therefore had the power to direct activities which were most significant to this entity.
Simultaneously with the Buyout, we sold our 100% interest in the SPV to the new financier. Upon the sale, the SPV is no longer a part of our consolidated financial statements. We also entered into two agreements with the New Project Company: (1) the EPC Agreement to repower its fleet of the old Energy Server systems by replacing them with the new Energy Server systems and to provide related installation services, which was financed by the new financier (the “old Energy Server systems Repowering”); and (2) the O&M Agreement for the operations and maintenance of the new Energy Server systems with fees payable on a fixed dollar per kilowatt basis. The old Energy Server systems Repowering was scheduled for the first half of fiscal year 2025.
At the time of the Buyout, we assessed the old Energy Server systems for impairment. As a result, the carrying amount of the assets, recorded as property, plant and equipment on our consolidated balance sheet, was adjusted to $1.5 million, to represent the new remaining useful life. The asset impairment charge of $74.4 million, along with the amount of the Buyout of
$59.4 million, net of refund received from the financier, was offset against the gain from derecognition of financing obligations related to the terminated legacy managed services agreements of $146.2 million, and the net effect of $12.4 million was recorded in other income (expense), net on our consolidated statements of operations (see Note 8 — Leases).
Under the EPC Agreement, Bloom has a right to repurchase the old Energy Server systems. Due to such repurchase right, we concluded there was no transfer of control of the old Energy Server systems upon sale of the SPV to the new financier. Consequently, the sale of the old Energy Server systems was recorded as a sales-type lease. Accordingly, we derecognized the old Energy Server systems with the carrying amount of $1.5 million, as determined at the time of the Buyout, resulting in the selling profit from the sales-type lease of $3.6 million, which was recorded in other income (expense), net on our consolidated statements of operations. Instead of recording the respective lease receivable for the sales-type lease, we adjusted customer deposits received from the new financier as part of the EPC Agreement by $5.1 million. The sales-type lease will have a term ending upon completion of the old Energy Server systems Repowering, which is expected to be completed by the end of the second quarter of fiscal year 2025.
v3.25.0.1
Related Party Transactions
 12 Months Ended
Dec. 31, 2024
Related Party Transactions [Abstract]  
Related Party Transactions Related Party Transactions
On September 23, 2023, all 13,491,701 shares of the Series B RCPS (i.e., the Second Tranche Shares) were automatically converted into shares of our Class A common stock. For more information on the Second Tranche Closing, see Note 17 — SK ecoplant Strategic Investment. Consequently, SK ecoplant became a principal owner of an aggregate of 23,491,701 shares of our Class A common stock, including (i) 10,000,000 shares held with sole voting and investment power (as a result of the conversion of 10,000,000 shares of our Series A preferred stock, par value $0.0001 per share (the “Series A RCPS”) into 10,000,000 shares of our Class A common stock on November 8, 2022) and (ii) 13,491,701 shares held with shared voting and investing power with Econovation, LLC, 51.67% and 48.33% of which is owned by SK ecoplant and Blooming Green Energy Limited, respectively, as the assignee of the Second Tranche Shares. SK ecoplant is considered to be a related party as of September 23, 2023, and became entitled to nominate a member to the Board of Directors of Bloom. As of December 31, 2024, and 2023, SK ecoplant’s beneficial ownership of our Class A common stock represented 10.3% and 10.5% of our outstanding Class A common stock, respectively.
Our operations included the following related party transactions (in thousands):
 Years Ended
December 31,
 202420232022
Total revenue from related parties1
$338,602 $487,240 $36,281 
Cost of product revenue2
163 133 — 
General and administrative expenses3
683 812 — 
Interest expense4
203 84 — 
1 Total revenue from related parties for the years ended December 31, 2024, and 2023, includes revenue from (a) Korean JV and (b) SK ecoplant, which became a related party on September 23, 2023; however, we had transactions with SK ecoplant in prior periods (see Note 17 — SK ecoplant Strategic Investment). Revenue from related parties for the year ended December 31, 2022, relate to Korean JV in its entirety.
2 Includes expenses billed by SK ecoplant to Korean JV for headcount support, maintenance and other services.
3 Includes rent expenses per operating lease agreements entered between Korean JV and SK ecoplant and miscellaneous expenses billed by SK ecoplant to Korean JV.
4 Interest expense per two term loans entered into between Korean JV and SK ecoplant in fiscal year 2023 (see Note 7 — Outstanding Loans and Security Agreements).
Below is the summary of outstanding related party balances as of December 31, 2024, and 2023 (in thousands):
 December 31,
20242023
   
Accounts receivable$93,510 $262,031 
Contract assets
800 6,872 
Deferred cost of revenue, current
— 875 
Prepaid expenses and other current assets (Note 17)1,215 2,257 
Operating lease right-of-use assets1
1,385 2,031 
Other long-term assets (Note 17)8,776 9,069 
Accounts payable— 77 
Accrued warranty
1,205 1,260 
Accrued expenses and other current liabilities3,989 3,427 
Deferred revenue and customer deposits, current
8,857 1,707 
Operating lease liabilities, current1
442 440 
Deferred revenue and customer deposits, long-term
3,335 6,709 
Operating lease liabilities, non-current1
977 1,617 
Non-recourse debt2 (Note 7)
4,057 4,627 
1 Balances relate to operating leases entered between Korean JV and SK ecoplant.
2 Represents the total balance of two term loans entered between Korean JV and SK ecoplant in fiscal year 2023 (see Note 7 — Outstanding Loans and Security Agreements).
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 systems for the stationary utility and commercial and industrial market in the Republic of Korea. 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, 2024, 2023 and 2022, we recognized related party revenue of $40.2 million, $37.3 million and $36.3 million, respectively. As of December 31, 2024, and 2023, we had outstanding accounts receivable from related parties of $2.5 million and $19.6 million, and non-recourse debt of $4.1 million and $4.6 million, respectively.
For additional information, see Note 17 — SK ecoplant Strategic Investment.
v3.25.0.1
Restructuring
 12 Months Ended
Dec. 31, 2024
Restructuring and Related Activities [Abstract]  
Restructuring Restructuring
In September 2023, as a result of a review of current strategic priorities and resource allocation, we approved the restructuring plan (the “Restructuring Plan”) intended to realign our operational focus to support our multi-year growth, scale the business, and improve our cost structure and operating margins. The Restructuring Plan included (i) an optimization of our workforce across multiple functions, (ii) a relocation of our Repair & Overhaul (“R&O”) department from our manufacturing and warehousing facility in Newark, Delaware, to Mexico, and (iii) a closure of a manufacturing, warehousing, research and development (“R&D”) facility in Sunnyvale, California (i.e., facility closure). We began executing the Restructuring Plan in September 2023. The restructuring activities related to an optimization of our workforce and the facility closure were completed in fiscal year 2024. As of December 31, 2024, we have paused our plan to relocate our R&O department from our manufacturing and warehousing facility in Newark, Delaware, to Mexico.
The determination of when we accrue for involuntary termination benefits under restructuring plans depends on whether the termination benefits are provided under an ongoing benefit arrangement or under a one-time benefit arrangement. We account for one-time benefit arrangements in accordance with ASC 420, Exit or Disposal Cost Obligations (“ASC 420”) and account for ongoing benefit arrangements in accordance with ASC 712, Nonretirement Postemployment Benefits. For
involuntary termination benefits that are not provided under the terms of an ongoing benefit arrangement, the liability for the current fair value of expected future costs associated with a management-approved restructuring plan is recognized in the period in which the plan is communicated to the employees and the plan is not expected to change significantly. For ongoing benefit arrangements, inclusive of statutory requirements, employee termination costs are accrued when the existing situation or set of circumstances indicates that an obligation has been incurred, it is probable the benefits will be paid, and the amount can be reasonably estimated. The restructuring charges that have been incurred but not yet paid are recorded in accrued expenses and other current liabilities in our consolidated balance sheets, as they are expected to be settled within the next twelve months. Other costs associated with restructuring or exit activities may include contract termination costs, relocation costs and impairments of long-lived assets, which are expensed in accordance with ASC 420 and ASC 360, Property, Plant and Equipment.
According to the Restructuring Plan, 74 full-time employees and 48 contractors were separated from the Company in September 2023. An additional 71 full-time employees and 8 contractors separated from the Company in October 2023. Both full-time employees and contractors who were impacted by the restructuring were eligible to receive severance benefits.
On October 28, 2023, we communicated to an additional 61 full-time employees about their separation from the Company on January 2, 2024. These employees were sent on paid leave from the communication date through January 2, 2024, and were eligible for one-time employee termination benefits represented by the base salary they earned through the term of the leave.
For the year ended December 31, 2023, we incurred $9.3 million in restructuring costs recorded as severance expenses of $5.3 million, facility closure costs of $2.6 million, and other restructuring costs of $1.4 million. For the year ended December 31, 2024, the impact from the restructuring on our consolidated statements of operations was not material. We do not expect to incur material restructuring costs in subsequent quarters.
The following table presents our current liability as accrued for restructuring charges on our consolidated balance sheets. The table sets forth an analysis of the components of the restructuring charges (releases) and payments made against the accrual for the year ended December 31, 2024 (in thousands):
Facility Closure
Severance
Other
Total
Balance at December 31, 2022
$— $— $— $— 
Restructuring accruals
2,611 5,306 1,249 9,166 
Payments
(34)(4,842)(497)(5,373)
Balance at December 31, 2023
2,577 464 752 3,793 
Restructuring accruals (releases)
(35)(385)472 52 
Payments
(2,542)(79)(883)(3,504)
Balance at December 31, 2024
$— $— $341 $341 
Facility closure costs (accrual releases) recorded in accordance with ASC 420 related to the closure of a manufacturing, warehousing, R&D facility in Sunnyvale, California, which was consolidated with our manufacturing facility in Fremont, California. As of December 31, 2023, $2.6 million of accrued facility closure costs were included in accrued expenses and other current liabilities in our consolidated balance sheets. There were no accrued facility closure costs as of December 31, 2024.
Severance expense (accrual releases) recorded in accordance with ASC 420 was a result of the separation of 145 full-time employees and 56 contractors associated with the Restructuring Plan. As of December 31, 2023, $0.5 million of accrued severance-related costs were included in accrued expenses and other current liabilities in our consolidated balance sheets. There were no accrued severance-related costs as of December 31, 2024.
Other costs are represented by performance bonuses, stock-based compensation expense, and other one-time employee termination benefits. As of December 31, 2024, and 2023, $0.3 million and $0.8 million of accrued other costs were included in accrued expenses and other current liabilities in our consolidated balance sheets, respectively.
The following table summarizes restructuring costs included in the accompanying consolidated statements of operations for the year ended December 31, 2023 (in thousands):
 
Year ended December 31, 2023
Cost of product revenue
$2,976 
Cost of installation revenue
71 
Cost of service revenue
521 
Operating expenses:
Research and development1,609 
Sales and marketing
1,679 
General and administrative2,467 
Total
$9,323 
Restructuring costs included in our consolidated statements of operations for the year ended December 31, 2024, were immaterial.
v3.25.0.1
Commitments and Contingencies
 12 Months Ended
Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
Commitments
Purchase Commitments with Suppliers and Contract Manufacturers — In order to reduce manufacturing lead-times for an adequate supply of inventories, we have agreements with our component suppliers and contract manufacturers to allow long lead-time component inventory procurement based on a rolling production forecast. We are contractually obligated to purchase long lead-time component inventory procured by certain manufacturers in accordance with our forecasts. We can generally give notice of order cancellation at least 90 days prior to the delivery date. However, we occasionally issue purchase orders to our component suppliers and third-party manufacturers that may not be cancellable. As of December 31, 2024, and 2023, we had no material open purchase orders with our component suppliers and third-party manufacturers that are expected to be realized within more than a 12-month period and are not cancellable.
Performance Guarantees — We guarantee the performance of the Energy Server systems at certain levels of output and efficiency to our customers over the contractual term. We monitor the need for any accruals arising from such guaranties, which are calculated as the difference between committed and actual power output or between natural gas consumption at warranted efficiency levels and actual consumption, multiplied by the contractual rates with the customer. Amounts payable under these guaranties are accrued in periods when the guaranties are not met and are recorded as service revenue in the consolidated statements of operations. We paid $21.2 million, $25.9 million and $12.1 million for the years ended December 31, 2024, 2023 and 2022, respectively, for such performance guarantees.
Letters of Credit — In 2019, pursuant to the PPA II repowering of the Energy Server systems, we agreed to indemnify our financing partner for losses that may be incurred in the event of certain regulatory, legal or legislative developments and established a cash-collateralized letter of credit facility for this purpose. As of December 31, 2024, and 2023, the balance of this cash-collateralized letter of credit was $9.5 million and $40.4 million, respectively.
In December 2024, we issued a $100.0 million letter of credit in favor of one of our major customers to guarantee the performance in accordance with the limited indemnity and cooperation agreement dated November 14, 2024, related to the supply of 100 MW of Energy Server systems. This letter of credit was released in the first quarter of fiscal year 2025.
In addition, we have other outstanding letters of credit issued to our customers and other counterparties in the U.S. and international locations under different performance and financial obligations. These letters of credit are collateralized through cash deposited in the controlled bank accounts with the issuing banks and are classified as restricted cash in our consolidated balance sheets. In September 2023, we canceled certain existing cash-collateralized letters of credit with an approximate value of $60.4 million issued to our customers in the Republic of Korea under long-term service agreements and replaced them with surety bonds on a non-collateralized basis. As of December 31, 2024, and 2023, the balances of the cash-collateralized letters of
credit issued to our customers and other counterparties in the U.S. and international locations other than PPA II were $131.2 million and $32.6 million, respectively.
Pledged Funds — In 2019, pursuant to the PPA IIIb repowering of the Energy Server systems, 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. These funds will be released to us by the end of 2026 as long as the Energy Server systems continue to perform in compliance with our warranty obligations. As of December 31, 2024, and 2023, the balance of the restricted cash fund was $7.4 million and $7.6 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.
Investment Tax Credits — Until the end of fiscal year 2024, our Energy Server systems running on a non-zero carbon fuel were 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 extends for five years. If the energy property is disposed of or otherwise ceases to be qualified investment credit property before the close of the five-year recapture period is fulfilled, it could result in a partial reduction of the incentives.
Legal Matters — We are involved in various legal proceedings that arise in the ordinary course of business. We review all legal matters at least quarterly and assess whether an accrual for loss contingencies needs to be recorded. We record an accrual for loss contingencies when management believes that it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Legal matters are subject to uncertainties and are inherently unpredictable, so the actual liability in any such matter may be materially different from our estimates. If an unfavorable resolution were to occur, there exists the possibility of a material adverse impact on our consolidated financial condition, results of operations or cash flows for the period in which the resolution occurs or in future periods.
In March 2019, the Lincolnshire Police Pension Fund filed a class action complaint in the Superior Court of the State of California, County of Santa Clara, against us, certain members of our senior management, certain of our directors and the underwriters in our July 25, 2018 IPO alleging violations under Sections 11 and 15 of the Securities Act for alleged misleading statements or omissions in our Registration Statement on Form S-1 filed with the SEC in connection with the IPO. Two related class action cases were subsequently filed in the Santa Clara County Superior Court against the same defendants containing the same allegations.
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 $3.0 million, which was funded entirely by our insurers. On May 9, 2024, in light of the stipulated settlement, the court issued an order dismissing the lawsuit with prejudice.
In February 2022, Plansee SE/Global Tungsten & Powders Corp. (“Plansee/GTP”), a former supplier, filed a request for expedited arbitration with the World Intellectual Property Organization Arbitration and Mediation Center in Geneva Switzerland (“WIPO”), for various claims allegedly in relation to an Intellectual Property and Confidential Disclosure Agreement between Plansee/GTP and Bloom Energy Corporation. Plansee/GTP’s statement of claims includes allegations of infringement of U.S. Patent Nos. 8,802,328, 8,753,785 and 9,434,003. On April 3, 2022, we filed a complaint against Plansee/GTP in the Eastern District of Texas to address the dispute between Plansee/GTP and Bloom Energy Corporation in a proper forum before a U.S. Federal District Court. Our complaint seeks the correction of inventorship of U.S. Patent Nos. 8,802,328, 8,753,785 and 9,434,003 (the “Patents-in-Suit”); declaratory judgment of invalidity, unenforceability, and non-infringement of the Patents-in-Suit; and declaratory judgment of no misappropriation. Further, our complaint seeks to recover damages we have suffered in relation to Plansee/GTP’s business dealings that, as alleged, constitute acts of unfair competition, tortious interference contract, breach of contract, violations of the Racketeer Influenced and Corrupt Organizations (RICO) Act and violations of the Clayton Antitrust Act. On June 9, 2022, Plansee/GTP filed a motion to dismiss the complaint filed in the Eastern District of Texas and compel arbitration (or alternatively to stay). We filed our opposition on June 30, 2022, Plansee/GTP filed its reply on July 14, 2022, and we filed our sur-reply on July 22, 2022. On February 9, 2023, Magistrate Judge Payne issued a report and recommendation to stay the district court action pending an arbitrability determination by the arbitrator for each claim.
On February 23, 2023, we filed an amended complaint adding additional causes of action and filed objections to the Magistrate’s report and recommendation. On April 26, 2023, Judge Gilstrap overruled our objections to the Magistrate’s report and recommendation and stayed the district court action pending arbitrability determinations by the arbitrator in the WIPO proceeding. The arbitration had been held in abeyance awaiting the decision of the Eastern District of Texas. A hearing by the arbitrator in WIPO on arbitrability took place on June 27, 2023. On October 2, 2023, the arbitrator in the WIPO proceeding issued a ruling concluding that all the parties’ claims were arbitrable. On November 18, 2023, the arbitrator bifurcated the arbitration into a first phase that will focus on Bloom’s claims directed to improper inventorship of the Patents-in-Suit and Bloom’s defective product claims. Briefing on the first phase took place throughout 2024 with a potential evidentiary hearing to be scheduled in 2025. We are unable to predict the ultimate outcome of the arbitration at this time.
v3.25.0.1
Segment Information
 12 Months Ended
Dec. 31, 2024
Segment Reporting [Abstract]  
Segment Information Segment Information
ASC 280, Segment Reporting, (“ASC 280”) establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Based on the criteria established by ASC 280, our chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer. The CODM reviews consolidated results when making decisions about allocating resources and assessing the performance of the Company as a whole and hence, we have only one reportable segment. We do not distinguish between markets or segments for the purpose of internal reporting.
Significant segment expenses that are provided to CODM on a regular basis and are included within reported measure of segment profit or loss are:
•cost of product revenue,
•cost of installation revenue,
•cost of service revenue,
•cost of electricity revenue,
•research and development expenses,
•sales and marketing expenses, and;
•general and administrative expenses.
Other segment items are represented by interest income, interest expense, other (expenses) income, net, loss (gain) on extinguishment of debt, (loss) gain on revaluation of embedded derivatives, and income tax provision.
Please refer to the consolidated statements of operations for the years ended December 31, 2024, 2023 and 2022, for significant segment expenses and other segment items.
The Company’s primary measure of segment profitability is non-GAAP gross profit margin. Non-GAAP gross profit margin is defined by the Company as non-GAAP gross profit divided by total revenue. Non-GAAP gross profit is the difference between total revenue and non-GAAP total cost of revenue, which represents the total cost of revenue adjusted by items that do not contribute directly to management’s evaluation of its operating results. These items include stock-based compensation, impairment charges, restructuring accruals (releases), and other adjustments. This presentation is consistent with how the Company’s CODM evaluates the results of operations and makes strategic decisions about the business. For these reasons, the Company believes that non-GAAP gross profit margin represents the most relevant measure of segment profit and loss.
For information on the Company’s geographic risk, please refer to Note 1 — Nature of Business, Liquidity and Basis of Presentation, Concentration of Risk.
v3.25.0.1
Income Taxes
 12 Months Ended
Dec. 31, 2024
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,
202420232022
United States$(29,969)$(310,243)$(320,107)
Foreign3,612 4,200 6,118 
    Total$(26,357)$(306,043)$(313,989)
 The provision for income taxes consists of the following (in thousands):
Years Ended
December 31,
202420232022
  
Current:
State$(13)$246 $374 
Foreign1,182 1,640 1,158 
Total current1,169 1,886 1,532 
Deferred:
Foreign(323)8 (435)
Total deferred(323)8 (435)
Total provision for income taxes$846 $1,894 $1,097 
A reconciliation of the U.S. federal statutory income tax rate to our effective tax rate is as follows (in thousands):
Years Ended
December 31,
202420232022
Tax at federal statutory rate$(5,534)$(64,270)$(65,922)
State taxes, net of federal effect(13)246 374 
Impact of noncontrolling interest
(425)1,222 2,872 
Non-U.S. tax effect392 1,067 (387)
Nondeductible expenses and losses1,349 5,239 2,258 
Stock-based compensation9,479 3,222 7,019 
Loss on debt extinguishment5,458 — — 
U.S. tax on foreign earnings (GILTI)428 86 2,525 
(Gain) loss on SK Equity Transaction— 11,811 (3,932)
Change in valuation allowance(10,288)43,271 56,290 
Provision for income taxes$846 $1,894 $1,097 

For the year ended December 31, 2024, the Company recognized a provision for income taxes of $0.8 million on a pre-tax loss of $26.4 million, for an effective tax rate of (3.2)%. For the year ended December 31, 2023, we recognized a provision for income taxes of $1.9 million on a pre-tax loss of $306.0 million, for an effective tax rate of (0.6)%. For the year ended December 31, 2022, we recognized a provision for income taxes of $1.1 million on a pre-tax loss of $314.0 million, for an
effective tax rate of (0.3)%. The effective tax rate for 2024, 2023 and 2022, 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,
20242023
 
Tax credits and net operating loss carryforwards$604,681 $574,679 
Lease liabilities103,313 151,470 
Depreciation and amortization14,131 59,790 
Deferred revenue9,603 13,580 
Accruals and reserves29,509 36,096 
Research and development expenditures capitalization71,229 53,991 
Stock-based compensation18,808 19,698 
Disallowed Interest expenses27,873 29,581 
Other items — deferred tax assets2,544 1,695 
Gross deferred tax assets881,691 940,580 
Valuation allowance(816,257)(831,597)
Net deferred tax assets65,434 108,983 
Managed services — deferred costs— (16,826)
Right-of-use assets and leased assets(60,043)(88,391)
Capitalized Commission
(3,503)(2,381)
Gross deferred tax liabilities(63,546)(107,598)
Net deferred tax asset$1,888 $1,385 
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 $816.3 million and $831.6 million as of December 31, 2024, and 2023, respectively. The net change in the total valuation allowance for the years ended December 31, 2024, and 2023, was a decrease of $15.3 million and an increase of $73.4 million, respectively.
At December 31, 2024, we had federal and California net operating loss carryforwards of $2.2 billion and $1.5 billion, respectively, to reduce future taxable income. The expiration of federal and California net operating loss carryforwards is summarized as follows (in billions):
 FederalCalifornia
Expire in 2025 - 2029$0.2 $0.2 
Expire in 2030 - 20340.9 0.6 
Expire beginning in 20350.5 0.7 
Carryforward indefinitely0.6 — 
Total$2.2 $1.5 
At December 31, 2024, we also had other state net operating loss carryforwards of $403.9 million, that begin to expire in fiscal year 2025, and Japanese net operating loss carryforwards of $7.9 million, that will begin to expire in fiscal 2025. Korea had operating loss of $0.5 million, that will begin to expire in fiscal year 2039. In addition, at December 31, 2024, we had approximately $43.4 million of federal research credit, $6.6 million of federal investment tax credit, and $20.6 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 - 2029$5.3 $— 
Expire in 2030 - 20348.8 — 
Expire beginning in 203536.0 — 
Carryforward indefinitely— 20.6 
Total$50.1 $20.6 
We have not reflected deferred tax assets for the federal and state research credit carryforwards as the entire amount of the carryforwards represents 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. Based on our 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, 2024, the amount of uncertain tax positions an increase by $5.8 million. We have not recorded any uncertain tax liabilities associated with our tax positions.
A reconciliation of the beginning and ending amounts of unrecognized tax benefits were as follows (in thousands):
Years Ended
December 31,
202420232022
Unrecognized tax benefits beginning balance$58,157 $48,389 $42,010 
Gross decrease for tax positions of prior year
(145)(152)(55)
Gross increase for tax positions of prior year
— 1,307 — 
Gross increase for tax positions of current year5,939 8,613 6,434 
Unrecognized tax benefits end balance$63,951 $58,157 $48,389 
If fully recognized in the future, there would be no impact to the effective tax rate, and $59.6 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, 2024, and 2023.
The Company is subject to taxation in the U.S. and various state and foreign jurisdictions. All of the Company’s tax years will remain open for examination by federal and state authorities for three and four years, respectively, from the date of utilization of any net operating losses and tax credits. There are currently no pending income tax examinations in the United States. The Company currently has an Indian income tax examination in progress. Although the timing of the resolution of an income tax examination is highly uncertain, we believe the final determination will not have a material impact to our financial position.
The Tax Cuts and Jobs Act of 2017 (“Tax Act”) includes a provision referred to as Global Intangible Low-Taxed Income (“GILTI”) which generally imposes a tax on foreign income in excess of a deemed return on tangible assets. Guidance issued by the Financial Accounting Standards Board in January 2018 allows companies to make an accounting policy election to either
(i) account for GILTI as a component of tax expense in the period in which the tax is incurred (“period cost method”), or (ii) account for GILTI in the measurement of deferred taxes (“deferred method”). We elected to account for the tax effects of this provision using the period cost method.
On August 16, 2022, the U.S. government enacted the IRA. The IRA establishes a new corporate alternative minimum tax based on financial statement income adjusted for certain items. The new minimum tax is effective for tax years beginning after December 31, 2022. The enactment of the IRA did not have a material impact on our tax expense for the years ended December 31, 2024, and 2023.
The accumulated undistributed foreign earnings of the Company as of December 31, 2024, 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 indefinitely reinvest our foreign earnings in our international operations. However, any additional income tax associated with the distribution of these earnings would be immaterial.
v3.25.0.1
Net Loss per Share Available to Common Stockholders
 12 Months Ended
Dec. 31, 2024
Earnings Per Share [Abstract]  
Net Loss per Share Available to Common Stockholders Net Loss per Share Available to Common Stockholders
Net loss per share (basic) available to common stockholders is calculated by dividing net loss available to common stockholders by the weighted-average shares of common stock outstanding for the period. Net loss per share is the same for each class of common stock as they are entitled to the same liquidation and dividend rights. As a result, net loss per share (basic) and net loss per share (diluted) available to common stockholders are the same for both Class A and Class B common stock and are combined for presentation. On July 27, 2023, each share of our Class B common stock automatically converted into one share of our Class A common stock.
Net loss per share (diluted) is computed by using (i) the if-converted method when calculating the potentially dilutive effect, if any, of our convertible notes, and our redeemable convertible preferred stock, and (ii) the treasury stock method when calculating the potentially dilutive effect, if any, of our outstanding stock options and awards, and shares issued in conjunction with the Company’s ESPP. Net loss per share (diluted) available to common stockholders is then calculated by dividing the resulting adjusted net loss available to common stockholders by the combined weighted-average number of fully diluted common shares outstanding. There were no adjustments to net loss available to common stockholders (diluted). Equally, there were no adjustments to the weighted average number of outstanding shares of common stock (basic) in arriving at the weighted average number of outstanding shares (diluted), as such adjustments would have been antidilutive.
The following table sets forth the computation of our net loss per share available to common stockholders, basic and diluted (in thousands, except per share amounts):
Years Ended
December 31,
 202420232022
Numerator:
Net loss available to common stockholders
$(29,227)$(302,116)$(301,708)
Denominator:
Weighted average shares of common stock, basic and diluted227,365 212,681 185,907 
Net loss per share available to common stockholders, basic and diluted
$(0.13)$(1.42)$(1.62)
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,
 202420232022
 
Convertible notes55,020 35,327 14,187 
Redeemable convertible preferred stock— 9,795 8,521 
Stock options and awards6,325 4,011 5,683 
61,345 49,133 28,391 
As of December 31, 2022, pursuant to the notice received from SK ecoplant of its intent to exercise its option to purchase additional shares of our Class A common stock, there were an additional 13,491,701 common stock equivalents that were excluded from the table above.
v3.25.0.1
SK ecoplant Strategic Investment
 12 Months Ended
Dec. 31, 2024
Equity Method Investments and Joint Ventures [Abstract]  
SK ecoplant Strategic Investment SK ecoplant Strategic Investment
In October 2021, we expanded our existing relationship with SK ecoplant. As part of this arrangement, we amended the previous Preferred Distribution Agreement (the “Restated PDA”) and the Joint Venture Agreement (the “JVA”) with SK ecoplant. The Restated PDA establishes SK ecoplant’s purchase commitments for our Energy Server systems for the three-year period on a take-or-pay basis as well as the basis for determining the prices at which the Energy Server systems 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 Server systems and the assembly of certain portions of the Energy Server systems for the South Korean market. The joint venture is a VIE of Bloom and we consolidate it in our financial statements as we are the primary beneficiary and therefore have the power to direct activities which are most significant to the joint venture.
In October 2021, we also entered into a new Commercial Cooperation Agreement (the “CCA”) regarding initiatives pertaining to the hydrogen market and general market expansion for our products.
In September 23, 2023, we entered into the Amended and Restated Joint Venture Agreement (the “JVA”) and the Share Purchase Agreement (together, the “Amended JV Agreements”) with SK ecoplant which allowed SK ecoplant to increase its share of the voting rights in the Korean JV to 60% and increased the scope of assembly done by the joint venture facility in the Republic of Korea to full assembly. In January 2024, in accordance with the Amended JV Agreements, SK ecoplant made a capital contribution to Korean JV of $4.0 million.
Neither the Amended JV Agreements, nor the fact that SK ecoplant is considered to be our related party after the conversion of Series B RCPS into shares of our Class A common stock (for additional information, please see Note 11 — Related Party Transactions) changed our status as the primary beneficiary of the Korean JV. Therefore, we continue to consolidate this VIE in our financial statements as of December 31, 2024.
The following are the aggregate carrying values of the Korean JV’s assets and liabilities in our consolidated balance sheets, after eliminations of intercompany transactions and balances, as of December 31, 2024, and 2023 (in thousands):
December 31,
20242023
Assets
Current assets:
Cash and cash equivalents$15,767 $3,003 
Accounts receivable2,515 19,567 
Inventories15,020 8,156 
Prepaid expenses and other current assets3,361 644 
Total current assets36,663 31,370 
Property and equipment, net1,796 2,519 
Operating lease right-of-use assets1,663 2,138 
Other long-term assets40 46 
Total assets$40,162 $36,073 
Liabilities
Current liabilities:
Accounts payable$7,693 $3,480 
Accrued expenses and other current liabilities2,154 2,347 
Operating lease liabilities442 440 
Total current liabilities10,289 6,267 
Operating lease liabilities977 1,617 
Non-recourse debt
4,057 4,627 
Total liabilities$15,323 $12,511 
In September 2023, and December 2023, we entered into the First and the Second Amendments to the Restated PDA, respectively (the “First Amended Restated PDA” and the “Second Amended Restated PDA”, respectively). The First Amended Restated PDA amends the delivery terms. The Second Amended Restated PDA extends the initial term of the Restated PDA to December 31, 2027, and increases SK ecoplant’s purchase commitments for Bloom Energy products.
The Second Amended Restated PDA adds a new minimum purchase commitment of 250 megawatts and extends the timing of delivery of the remaining take-or- pay commitment under the original agreement. For the four-year period from January 1, 2024, to December 31, 2027, the total purchase commitment under the Second Amended Restated PDA is 500 megawatts, including a re-commitment of 250 megawatts from the Restated PDA and an additional 250 megawatts commitment.
Under the Second Amended Restated PDA SK ecoplant can fulfill its volume commitments with both our Energy Server systems and the Electrolyzer and this enables SK ecoplant to pursue opportunities globally outside of the Republic of Korea. The purchase commitments are expressed on a quarterly and annual basis. Should SK ecoplant fail to meet these purchase commitments, this would constitute an event of default and we would be entitled to damages equivalent to the lost profit.
The Initial Investment
In October 2021, we entered into the SPA pursuant to which we agreed to sell and issue to SK ecoplant 10,000,000 shares of Series A RCPS at a purchase price of $25.50 per share for an aggregate purchase price of $255.0 million. On December 29, 2021, the closing of the sale of the Series A RCPS was completed, and we issued 10,000,000 shares of the Series A RCPS (the “Initial Investment”).
In addition to the Initial Investment, the SPA provided SK ecoplant with an option to acquire a variable number of shares of Class A common stock (the “Option”). According to the SPA, SK ecoplant was entitled to exercise the Option through August 31, 2023, and the transaction must have been completed by November 30, 2023.
The sale of Series A RCPS was recorded at its fair value of $218.0 million on the date of issuance. Accordingly, we
allocated the excess of the cash proceeds received of $255.0 million plus the change in fair value of the Series A RCPS between October 23, 2021, and December 29, 2021, of $9.7 million, over the fair value of the Series A RCPS on December 29, 2021, and the fair value of the Option on October 23, 2021, to the PDA. This excess amounted to $37.0 million and was recorded in deferred revenue and customer deposits. Accordingly, during the year ended December 31, 2022, we recognized product revenue of $9.6 million in connection with this arrangement. No product revenue was recognized during the first quarter of fiscal year 2023 in connection with this arrangement. As of March 31, 2023, the unrecognized amount of deferred revenue and customer deposits of $24.6 million was reduced to zero as a result of the Second Tranche Closing (see details below in section “The Second Tranche Closing”).
Restated PDA, JVA, CCA and the SPA entered into with SK ecoplant concurrently were evaluated as a combined contract in accordance with ASC 606 and, to the extent applicable for separated components, under the guidance of Topic 815 Derivatives and Hedging and applicable subsections and ASC 480, Distinguishing Liabilities from Equity.
We concluded that the Option was a freestanding financial instrument that should have been separately recorded at fair value on the date the SPA was executed. We determined the fair value of the Option on that date to be $9.6 million.
On August 10, 2022, pursuant to the SPA, SK ecoplant notified us of its intent to exercise its option to purchase additional shares of our Class A common stock, pursuant to a Second Tranche Exercise Notice (as defined in the SPA) electing to purchase 13,491,701 shares at a purchase price of $23.05 per share. The Option was fairly valued as of the notice date at $4.2 million and gain on revaluation of $9.0 million was recorded under other 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.
On November 8, 2022, each share of the Series A RCPS was converted into 10,000,000 shares of Class A common stock.
On December 6, 2022, SK and Bloom mutually agreed to delay the Second Tranche Closing until March 31, 2023. The mutual agreement to modify the closing date did not change the accounting or valuation of the equity-classified forward recorded.
The Second Tranche Closing
On March 20, 2023, SK ecoplant entered into the Amended SPA with us, pursuant to which on March 23, 2023, we issued and sold to SK ecoplant 13,491,701 shares of non-voting Series B RCPS, par value $0.0001 per share, at a purchase price of $23.05 per share for cash proceeds of $311.0 million, excluding issuance cost of $0.5 million.
The Amended SPA triggered the modification of the equity-classified forward contract on Class A common stock, which resulted in the derecognition of the pre-modified fair value of the forward contract given to SK ecoplant of $76.2 million. We valued the forward contract as the difference between our Class A common stock trading price adjusted by a discount for lack of marketability (“DLOM”) as of the date of Amended SPA (the “Valuation Date”) and the present value of the strike price, with further reduction associated with the expected outcome of the Second Tranche Closing. The derecognition of the pre-modified fair value was recorded in additional paid-in capital in our consolidated balance sheets as of December 31, 2024, and 2023.
The Series B RCPS was accounted for as a stock award with liability and equity components. The liability component of the Series B RCPS was recognized at the redemption value of $311.0 million, less issuance costs of $0.5 million, and was recorded in current liabilities in our consolidated balance sheets as of March 31, 2023. The equity component of the Series B RCPS (the “Conversion Option”) was valued as a European-type call option under the guidance of ASC 718 by applying the Black-Scholes valuation model using inputs of the strike price, maturity, risk-free rate, and volatility. In addition, DLOM was applied to the Class A common stock price. The Conversion Option was recognized at its fair value of $16.1 million on March 20, 2023, and recorded in additional paid-in capital in our consolidated balance sheets as of December 31, 2024, and 2023.
On March 20, 2023, in connection with the Amended SPA we also entered into the Loan Agreement, pursuant to which we had the option to draw on a loan from SK ecoplant with a maximum principal amount of $311.0 million, a maturity of five years and an interest rate of 4.6%, should SK ecoplant have sent a redemption notice to us under the Amended SPA (i.e., loan commitment asset). We concluded that the loan commitment was a freestanding financial instrument as of the Valuation Date, as such its fair value was based on the difference between the present value of cash flows associated with a loan with a market-participant based interest rate (i.e., the rate for which the value of the hypothetical loan agreement equals the face value of the
Loan Agreement) and the cash flows associated with the loan committed to by SK ecoplant, and applied a redemption probability to the difference. The Series B RCPS redemption probability was obtained from a lattice model used to value the Series B preferred stock. As of September 30, 2023, the loan commitment asset from SK ecoplant was derecognized as a result of automatic conversion of all shares of the Series B RCPS into shares of our Class A common stock.
The Amended SPA and the Loan Agreement provided us with cash proceeds of $311.0 million and a loan commitment asset of $52.8 million from SK ecoplant for total consideration of $363.8 million. In return, SK ecoplant received consideration of $403.3 million, consisting of the release from the obligation to close on the original transaction fair valued at $76.2 million, the obligation from us to issue the Series B RCPS at redemption value of $311.0 million, and the option to convert the Series B RCPS to Class A common stock, which had an estimated fair value of $16.1 million. The excess consideration provided by us amounted to $39.5 million, which resulted in a reduction of our deferred revenue and customer deposits by $24.6 million related to the Initial Investment, as of March 31, 2023. The net excess consideration of $14.9 million was recognized as $8.2 million in prepaid expenses and other current assets and $6.7 million was classified as other long-term assets in our consolidated balance sheets as of March 31, 2023. The deferred expense is recognized as contra-revenue based on the remaining purchase commitments under the Second Amended Restated PDA. During the years ended December 31, 2024, and 2023, the deferred expense recognized as contra-revenue was $4.9 million and $3.5 million, respectively. As a result, as of December 31, 2024, and 2023, we recognized the net excess consideration of $10.0 million and $11.4 million, of which $1.2 million and $2.3 million were classified as prepaid expenses and other current assets and $8.8 million and $9.1 million was classified as other long-term assets, in our consolidated balance sheets, respectively.
On September 23, 2023, all 13,491,701 shares of the Series B RCPS were automatically converted into shares of our Class A common stock pursuant to the Certificate of Designation, dated as of March 20, 2023, setting forth the rights, preferences, privileges, and restrictions of the Series B RCPS, as amended by the Certificate of Amendment to the Certificate of Designation, dated as of April 18, 2023. As a result of the conversion: (i) the liability component of the Series B RCPS $310.5 million was reclassified to additional paid-in capital, less par value of the issued 13,491,701 shares of our Class A common stock, and (ii) the loan commitment asset was recorded at its fair value of $52.8 million, of which $5.3 million was classified as current and $47.5 million was classified as non-current in our consolidated balance sheets, and was expensed immediately and recognized in interest expense in our consolidated statements of operations for the year ended December 31, 2023.
Upon conversion of all Series B RCPS into shares of our Class A common stock, SK ecoplant is considered to be a related party. For additional information, please see Note 11 — Related Party Transactions.
v3.25.0.1
Subsequent Events
 12 Months Ended
Dec. 31, 2024
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
There have been no material subsequent events that occurred during the period subsequent to the date of these consolidated financial statements that would require adjustment to our disclosure in the consolidated financial statements as presented.
v3.25.0.1
Insider Trading Arrangements
 3 Months Ended 12 Months Ended
Dec. 31, 2024
shares
Dec. 31, 2024
shares
Trading Arrangements, by Individual    
Non-Rule 10b5-1 Arrangement Adopted false  
Rule 10b5-1 Arrangement Terminated false  
Non-Rule 10b5-1 Arrangement Terminated false  
KR Sridhar [Member]    
Trading Arrangements, by Individual    
Material Terms of Trading Arrangement  
During the fourth quarter ended December 31, 2024, KR Sridhar, Founder, Chairman, and Chief Executive Officer,
adopted a trading arrangement intended to satisfy the affirmative defense provisions of Rule 10b5-1(c). The plan was adopted on November 30, 2024, and the plan ends on March 1, 2026. The aggregate number of shares that may be sold under the plan is a) up to 285,714 shares, subject to certain pricing conditions, and b) the number of shares necessary to cover withholding taxes resulting from the vesting of RSUs or PSUs
Name KR Sridhar  
Title Chairman, and Chief Executive Officer  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date November 30, 2024  
Expiration Date March 1, 2026  
Arrangement Duration 456 days  
Aggregate Available 285,714 285,714
v3.25.0.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true
v3.25.0.1
Cybersecurity Risk Management and Strategy Disclosure
 12 Months Ended
Dec. 31, 2024
Cybersecurity Risk Management, Strategy, and Governance [Line Items]  
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]
Cybersecurity Risk Management and Strategy
We have developed and implemented a cybersecurity risk management program designed to assess, identify, and manage risks from potential unauthorized occurrences on or through our information technology systems that may result in adverse effects on the confidentiality, integrity, or availability of our information technology systems or any information residing therein. Our cybersecurity risk management program includes a cybersecurity incident response plan.
We design and assess our program based on the Center for Internet Security (“CIS”) 18 Framework. This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use the CIS 18 Framework as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.
Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.
Our cybersecurity risk management program includes:
•Periodic risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment.
•A security team principally responsible for managing our cybersecurity risk assessment processes, security controls, and response to cybersecurity incidents, supported by a virtual Chief Information Security Officer (“vCISO”) that we have engaged through a third-party IT security firm.
•The use of external service providers, where appropriate, to assess, test, or otherwise assist with aspects of our security controls.
•Our Internal Audit department, which monitors certain IT systems controls that are integrated into our larger Sarbanes-Oxley control environment.
•Periodic cybersecurity awareness training for our employees and contractors with access to our information technology systems.
•A cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents, including incidents that could be indicators of attack against availability, integrity and confidentiality of information systems.
•A third-party risk management process for service providers, suppliers, and vendors that includes examining their security postures and assessing their data and system protection controls.
Cybersecurity Risk Management Processes Integrated [Flag] true
Cybersecurity Risk Management Processes Integrated [Text Block]
We have developed and implemented a cybersecurity risk management program designed to assess, identify, and manage risks from potential unauthorized occurrences on or through our information technology systems that may result in adverse effects on the confidentiality, integrity, or availability of our information technology systems or any information residing therein. Our cybersecurity risk management program includes a cybersecurity incident response plan.
We design and assess our program based on the Center for Internet Security (“CIS”) 18 Framework. This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use the CIS 18 Framework as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.
Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.
Cybersecurity Risk Management Third Party Engaged [Flag] true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag] true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag] false
Cybersecurity Risk Board of Directors Oversight [Text Block]
Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee oversight of cybersecurity and other information technology risks. The Audit Committee oversees management’s implementation of our cybersecurity risk management program. The Board receives periodic reports from the Audit Committee and management on these and other activities. The Audit Committee receives periodic reports from management on our cybersecurity risks, including presentations from our Chief Information Officer, vCISO, internal security staff, and external experts. This includes updates to the Audit Committee, as appropriate, regarding any significant cybersecurity incidents, or multiple incidents that could be significant in the aggregate. These updates may occur in between regularly scheduled Audit Committee meetings.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block] The Audit Committee receives periodic reports from management on our cybersecurity risks, including presentations from our Chief Information Officer, vCISO, internal security staff, and external experts.
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block] The Board receives periodic reports from the Audit Committee and management on these and other activities. The Audit Committee receives periodic reports from management on our cybersecurity risks, including presentations from our Chief Information Officer, vCISO, internal security staff, and external experts. This includes updates to the Audit Committee, as appropriate, regarding any significant cybersecurity incidents, or multiple incidents that could be significant in the aggregate. These updates may occur in between regularly scheduled Audit Committee meetings.
Cybersecurity Risk Role of Management [Text Block]
At the management level, the Enterprise and Risk Management Committee (the “ERM Committee”) discusses cybersecurity topics, including any potentially material cybersecurity incidents, as part of its oversight of the company’s significant risks. Our Chief Information Officer, collaborating with the broader management team, is responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants.
Our management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, including:
•periodic briefings from internal security personnel;
•periodic reviews of risk management measures implemented to prevent, detect, mitigate, and remediate cybersecurity risks and incidents, including our incident response plan;
•threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and
•alerts and periodic reports produced by security tools deployed in our IT environment.
Our Chief Information Officer has more than 20 years of cybersecurity and information technology experience and she has served as the Chief Information Officer for multiple technology companies. Our vCISO and their third-party IT security firm includes a global team of cybersecurity professionals with significant industry experience. Similarly, the members of the ERM Committee possess significant risk management experience obtained by their collective years of experience at Bloom and other companies of similar or greater complexity.
Cybersecurity Risk Management Positions or Committees Responsible [Flag] true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block] The Audit Committee receives periodic reports from management on our cybersecurity risks, including presentations from our Chief Information Officer, vCISO, internal security staff, and external experts. This includes updates to the Audit Committee, as appropriate, regarding any significant cybersecurity incidents, or multiple incidents that could be significant in the aggregate. These updates may occur in between regularly scheduled Audit Committee meetings.
At the management level, the Enterprise and Risk Management Committee (the “ERM Committee”) discusses cybersecurity topics, including any potentially material cybersecurity incidents, as part of its oversight of the company’s significant risks. Our Chief Information Officer, collaborating with the broader management team, is responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants.
Our management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, including:
•periodic briefings from internal security personnel;
•periodic reviews of risk management measures implemented to prevent, detect, mitigate, and remediate cybersecurity risks and incidents, including our incident response plan;
•threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and
•alerts and periodic reports produced by security tools deployed in our IT environment.
Our Chief Information Officer has more than 20 years of cybersecurity and information technology experience and she has served as the Chief Information Officer for multiple technology companies. Our vCISO and their third-party IT security firm includes a global team of cybersecurity professionals with significant industry experience. Similarly, the members of the ERM Committee possess significant risk management experience obtained by their collective years of experience at Bloom and other companies of similar or greater complexity.
Cybersecurity Risk Management Expertise of Management Responsible [Text Block]
Our Chief Information Officer has more than 20 years of cybersecurity and information technology experience and she has served as the Chief Information Officer for multiple technology companies. Our vCISO and their third-party IT security firm includes a global team of cybersecurity professionals with significant industry experience. Similarly, the members of the ERM Committee possess significant risk management experience obtained by their collective years of experience at Bloom and other companies of similar or greater complexity.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block] The Audit Committee oversees management’s implementation of our cybersecurity risk management program. The Board receives periodic reports from the Audit Committee and management on these and other activities. The Audit Committee receives periodic reports from management on our cybersecurity risks, including presentations from our Chief Information Officer, vCISO, internal security staff, and external experts. This includes updates to the Audit Committee, as appropriate, regarding any significant cybersecurity incidents, or multiple incidents that could be significant in the aggregate. These updates may occur in between regularly scheduled Audit Committee meetings.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag] true
v3.25.0.1
Summary of Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation
We have prepared the consolidated financial statements included herein pursuant to the rules and regulations of the U. S. Securities and Exchange Commission (“SEC”), and as permitted by those rules, including all disclosures required by generally accepted accounting principles as applied in the U.S. (“U.S. GAAP”). Certain prior period amounts have been reclassified to conform to the current period presentation.
Principles of Consolidation
Principles of Consolidation
These consolidated financial statements reflect our accounts and operations and those of our subsidiaries in which we have a controlling financial interest. We use a qualitative approach in assessing the consolidation requirement for our variable interest entities (“VIEs”), which we refer to as tax equity partnerships (each such VIE, also referred to as our power purchase agreement, or PPA Entities) and a joint venture in the Republic of Korea (the “Korean JV”). This approach focuses on determining whether we have the power to direct those activities of the PPA Entities and the Korean JV that most significantly affect their economic performance and whether we have the obligation to absorb losses, or the right to receive benefits, which could potentially be significant to the PPA Entities and the Korean JV. For all periods presented, we have determined that we are the primary beneficiary in all of our operational PPA Entities and the Korean JV, as discussed in Note 10 — Portfolio Financings and Note 17 — SK ecoplant Strategic Investment, respectively. We evaluate our relationships with the PPA Entities and the Korean JV on an ongoing basis to ensure that we continue to be the primary beneficiary. In August 2023, we sold our last consolidated PPA Entity, 2015 ESA Project Company, LLC (“PPA V”), as a result of the PPA V Repowering of the Energy Server systems (see Note 10 — Portfolio Financings). All intercompany transactions and balances have been eliminated upon consolidation.
The sale of an operating company with a portfolio of the PPAs in which we do not have an equity interest is called a “Third-Party PPA.” We have determined that, although these entities are VIEs, we do not have the power to direct those activities of the Third-Party PPAs that most significantly affect their economic performance. We also do not have the obligation to absorb losses, or the right to receive benefits, which could potentially be significant to the Third-Party PPAs. Because we are not the primary beneficiary of these activities, we do not consolidate Third-Party PPAs.
Use of Estimates
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. The most significant estimates include the determination of the stand-alone selling price, valuation of financial instruments associated with the Amended SPA with SK ecoplant, inventory valuation, specifically excess and obsolescence provisions for obsolete or unsellable inventory and, in relation to property, plant and equipment (specifically Energy Server systems), 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 our products, product performance warranties and guaranties and extended maintenance, derivative valuations,
estimates relating to contractual indemnities provisions, estimates for income taxes and deferred tax asset valuation allowances, stock-based compensation expense, estimates of fair value of preferred stock and equity and non-equity items in relation to the SK ecoplant strategic investment, and financing obligation allocations in managed service transactions. In addition, certain of such estimates could require further judgment or modification and therefore carry a higher degree of variability and volatility. Actual results could differ materially from these estimates under different assumptions and conditions.
Revenue Recognition
Revenue Recognition
We primarily earn product and installation revenue from the sale and installation of our Energy Server systems and other products, service revenue by providing services under operations and maintenance services contracts, and electricity revenue by selling electricity to customers under PPAs and Managed Services Agreements. We offer our customers several ways to finance their use of our Energy Server systems. Customers, including some of our international channel providers and the Third-Party PPAs, may choose to purchase our Energy Server systems outright. Customers may also enter into contracts with us for the purchase of electricity generated by our Energy Server systems (i.e., Managed Services Agreements), which is then financed through one of our financing partners (i.e., Managed Services Financings). Finally, customers may purchase electricity through our PPA Entities (i.e., Portfolio Financings). For additional information, please see Part I, Item 7, Section Purchase and Financing Options.
Revenue Recognition under ASC 606 Revenue from Contracts with Customers
In applying Accounting Standards Codification (“ASC”) 606 revenue is recognized by following a five-step process:
1.Identify the contract(s) with a customer. Evidence of a contract generally consists of an agreement, or a purchase order issued pursuant to the terms and conditions of a distributor, reseller, purchase, use and maintenance agreement, maintenance services agreements or energy supply agreement.
2.Identify the performance obligations in the contract. Performance obligations are identified in our contracts and primarily include transferring control of our products, installation of the Energy Server systems, providing maintenance services and maintenance services renewal options which, in certain situations, provide customers with material rights.
3.Determine the transaction price. The purchase price stated in an agreed-upon purchase order or contract is generally representative of the transaction price. When determining the transaction price, we consider the effects of any variable consideration, which include performance guarantees that may be payable to our customers.
4.Allocate the transaction price to the performance obligations in the contract. The transaction price in a contract is allocated based upon the relative standalone selling price of each distinct performance obligation identified in the contract.
5.Recognize revenue when (or as) we satisfy a performance obligation. We satisfy performance obligations either over time or at a point in time as discussed in further detail below. Revenue is recognized at the time the related performance obligation is satisfied by transferring control of the promised products or services to a customer.
We sometimes combine contracts governing the sale and installation of our Energy Server systems 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 systems 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 products, 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 the 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 stand-alone selling prices. Given that we typically sell our products 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 our products 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 our products 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 products as it best reflects our long-term service margin expectations and comparable historical industry service margins.
We generally recognize product and installation revenue at a point in time that our customers obtain control of our products. For certain instances, control of the installations is transferred to the customers over time, and the related revenue is recognized over time as the performance obligation is satisfied using the cost-to-cost (percentage-of-completion) method. We use an input measure of progress to determine the amount of revenue to be recognized during each reporting period. We recognize maintenance services revenue, including revenue associated with any related customer material rights, over time as we perform service maintenance activities.
Amounts billed to our customers for shipping and handling activities are considered contract fulfillment activities and not a separate performance obligation of the contract. Shipping and handling costs are recorded within the cost of revenue.
The following is a description of the principal activities from which we generate revenue. Our four revenue streams are classified as follows:
Product Revenue — All of our product revenue is generated from the sale of our products to direct purchase customers, including financing partners on the Third-Party PPAs and sale-and-leaseback transactions, and international channel providers.
We generally recognize product revenue from contracts with customers at the point that control is transferred to the customers. This occurs when we achieve customer acceptance, which depending on the contract terms is when the product is shipped and delivered to our customers, when the product is shipped and delivered and is physically ready for startup and commissioning (i.e., Mechanical Completion), or when the product is shipped and delivered and is turned on and operational (i.e., Commencement of Operations or “COO”), if required.
Under our traditional lease financing option, we sell our Energy Server systems through a direct sale to a financing partner who, in turn, lease the Energy Server systems to the customer under a lease agreement. With our sales to our international channel providers, our international channel providers typically sell the Energy Server systems to, or sometimes provide a PPA to, an end customer. In both traditional lease and international channel providers’ transactions, we contract directly with the end customer to provide extended maintenance services after the end of the standard warranty period. As a result, since the customer that purchases the server is a different and unrelated party to the customer that purchases extended warranty services, the product and maintenance services contract are not combined.
Installation Revenue — Nearly all of our installation revenue relates to the installation of the Energy Server systems sold to the customers as part of a direct purchase and to financing parties as part of a traditional lease or Portfolio Financings. Generally, we recognize installation revenue when the product is physically ready for startup and commissioning (i.e., Mechanical Completion), or when the product is turned on and operational (i.e., COO). For instances when control for installation services is transferred over time, we use an input measure of progress to determine the amount of revenue to recognize during each reporting period based on the costs incurred to satisfy the performance obligation.
Payments received from customers are recorded within deferred revenue and customer deposits in the consolidated balance sheets until control is transferred. The related cost of such product and installation is also deferred as a component of deferred cost of revenue in the consolidated balance sheets until control is transferred.
Service Revenue — Service revenue is generated from operations and maintenance agreements (“O&M Agreements”). As part of the first year of O&M services, we also monitor the operations of the underlying products and provide output and efficiency warranties and guaranties. We have determined that this standard first-year O&M services (including the warranties and guaranties) is a distinct performance obligation — being a promise to stand-ready to maintain our products 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 O&M services, the optional extended annual maintenance services are considered a distinct performance obligation – being a promise to stand-ready to maintain the products 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 products. The contractual renewal price may be less than the stand-alone selling price of the maintenance services and consequently the contract renewal option may provide the customer with a material right. We estimate the standalone selling price for customer renewal options that give rise to material rights using the practical alternative by reference to optional maintenance services renewal periods expected to be provided and the corresponding expected consideration for these services. This reflects the fact that our additional performance obligations in any contractual renewal period are consistent with the services provided under the standard first-year warranty. Where we have determined that the customers have material rights as a result of their contract renewal option, we recognize that portion of the transaction price allocated to the material rights over the period in which such rights are exercised.
Payments from customers for the extended maintenance contracts are generally received at the beginning of each service year. Accordingly, the customer payment received is recorded as a customer deposit and revenue is recognized over the related service period as the services are performed.
Electricity Revenue — We sell electricity produced by Energy Server systems owned directly by us. Before the sale in August 2023 of our last consolidated PPA Entity, PPA V, we also were selling electricity produced by our Energy Server systems owned by our consolidated PPA Entities. Our PPA Entities purchased the Energy Server systems from us and sold electricity produced by these systems to customers through long-term PPAs. Customers were required to purchase all of the electricity produced by those Energy Server systems 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 Server systems under the sale-leaseback arrangement of a Managed Services Financing were “integral equipment.”
As the Energy Server systems were determined not to be integral equipment, we determined if the leaseback was classified as a financing lease or an operating lease.
Starting in the second half of fiscal year 2021, we completed several successful sale-and-leaseback transactions in which we transferred control of the Energy Server system to the financier and leased it back as an operating lease to provide electricity to the end customer.
In order for the transaction to meet the criteria for successful sale-leaseback accounting, control of the Energy Server systems must transfer to the financier, which requires, among other criteria, the leaseback to meet the criteria for an operating lease in accordance with ASC 842, Leases (“ASC 842”). Accordingly, for such transactions where control transfers and the leaseback is classified as an operating lease, the proceeds from the sale to the financier are recognized as revenue based on the fair value of the Energy Server systems sold and are allocated between product revenue and installation revenue based on the relative standalone selling prices.
We recognize an operating lease liability for the Energy Server systems leaseback obligation based on the present value of the future payments to the financier that are attributed to the Energy Server systems leaseback using our incremental borrowing rate (“IBR”). We also record an operating lease right-of-use asset, which is amortized over the term of the leaseback, and is included as a cost of electricity revenue on the consolidated statements of operations.
For certain sale-and-leaseback transactions, we receive proceeds from the financier in excess of the fair value of the Energy Server systems in order to finance our ongoing costs associated with the operation of the Energy Server systems during the term of the end customer agreement to provide electricity. Such proceeds are recognized as financing obligations.
We allocate payments we are obligated to make under the leaseback agreement with the financier between the operating 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 stand-alone 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, excluding customer deposits) 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 costs are 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 the 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 products that we sell to direct purchase, including financing partners on the Third-Party PPAs, international channel providers and traditional lease customers. It includes costs paid to our materials suppliers, direct labor, manufacturing and other overhead costs, shipping costs, provisions for excess and obsolete inventory and the depreciation costs of our equipment. For the Energy Server systems sold to customers pending installation, we provide warranty reserves as a part of product costs for the period from transfer of control of the Energy Server systems to the earlier of one year or Commencement of Operations.
Cost of Installation Revenue — Cost of installation revenue primarily consists of the costs to install our Energy Server systems that we sell to direct purchase, including financing partners on the Third-Party PPAs and traditional lease and successful sale-leaseback customers. It includes the cost of materials and service providers, personnel costs, shipping costs and allocated costs.
Cost of Service Revenue — Cost of service revenue consists of costs incurred under maintenance service contracts for all customers. It includes the cost of field replacement units, personnel costs for our customer support organization, certain allocated costs, and extended maintenance-related product repair and replacement costs.
Cost of Electricity Revenue — Cost of electricity revenue primarily consists of the depreciation of the cost of the Energy Server systems owned by us or the consolidated PPA Entities. The cost of electricity revenue is generally recognized over the term of the Managed Services Agreement or customer’s PPA contract. In August 2023, we sold our last consolidated PPA Entity, PPA V.
Revenue Recognized from Portfolio Financings Through PPA Entities
Revenue Recognized from Portfolio Financings Through the PPA Entities (See Note 10 — Portfolio Financings)
In 2010, we began selling our Energy Server systems 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 Server systems.
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 Server systems at a specified rate per kilowatt hour for a specified term, which can range from 10 to 21 years. The Operating Company, wholly owned by the PPA Entity, typically entered into a maintenance services agreement with us following the first year of service to extend the standard one-year performance warranties and guaranties. This intercompany arrangement is eliminated on consolidation. Those PPAs that qualify as leases are classified as either sales-type leases or operating leases and those that do not qualify as leases are classified as tariff agreements or revenue arrangements with customers. For arrangements classified as operating leases, tariff agreements, or revenue arrangements with customers, income is recognized as contractual amounts are due when the electricity is generated and presented within electricity revenue on the consolidated statements of operations.
In August 2023, we sold our last consolidated PPA Entity, PPA V. Please refer to Note 10 — Portfolio Financings for details.
Sales-type Leases — Certain Portfolio Financings with the PPA Entities entered into prior to our adoption of ASC 842 qualified as sales-type leases in accordance with ASC 840, Leases (“ASC 840”). The classification for such arrangements were carried over and accounted for as sales-type leases under ASC 842.
In the fiscal year 2022 we sold PPA IIIa. Please refer to Note 10 — Portfolio Financings for details. We have not entered into any new Portfolio Financing arrangements through the PPA Entities during the last four years.
Operating Leases — Certain Portfolio Financings with the PPA Entities entered into prior to the adoption of ASC 842 that were deemed leases in substance but did not meet the criteria of sales-type leases or direct financing leases in accordance with ASC 840, were accounted for as operating leases. The classification for such arrangements was carried over and accounted for as operating leases under ASC 842. Revenue under these arrangements was recognized as electricity sales and service revenue and was provided to the customer at rates specified under the PPAs.
Warranty Costs
Warranty Costs
We generally provide a manufacturer’s warranty to our products sold to our customers, international channel providers, and financing parties for up to one year following the date of COO of the Energy Server systems. This standard warranty covers defects in materials, workmanship and manufacturing or performance conditions under normal use and service conditions for the first year following COO. Such standard warranty is considered to be assurance-type warranty and consequently does not give rise to performance obligations under ASC 606 and are accounted for as warranty cost accruals under ASC 460 — Guarantees.
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 warranty period and Managed Services Agreement obligations, we monitor the operations of the underlying systems and provide output and efficiency guaranties (collectively “product performance guaranties”). If the Energy Server systems 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 systems operate at least at the efficiency and/or power output levels set forth in the customer agreement. Our aggregate reimbursement obligation for a performance guaranty for each customer is capped based on the purchase price of the underlying Energy Server systems. Product performance guaranty payments are accounted for as a reduction in service revenue. We accrue for performance guaranties based on the actual or estimated amounts (when actual data is not available) reimbursable at each reporting period and recognize the costs as a reduction to revenue.
Shipping and Handling Costs
Shipping and Handling Costs
We record costs related to shipping and handling in cost of product revenue, cost of installation revenue and cost of service as they are incurred.
Sales and Utility Taxes
Sales and Utility Taxes
We recognize revenue on a net basis for taxes charged to our customers and collected on behalf of the taxing authorities.
Sales Tax — Sales tax collected from customers is recorded as a liability, pending remittance to the taxing jurisdiction. Consequently, sales taxes have been excluded from revenues and costs. It is recognized as a liability until remitted to the applicable state.
Advertising and Promotion Costs Advertising and Promotion Costs — Expenses related to advertising and promotion of products are charged to sales and marketing expenses as incurred.
Research and Development
Research and Development — We conduct internally funded research and development activities to improve anticipated product performance and reduce product life-cycle costs. Research and development costs are expensed as incurred and include salaries and expenses related to employees conducting research and development and other costs.
Stock-Based Compensation
Stock-Based Compensation — We account for time-based and performance-based stock options, restricted stock units (“RSUs”) and performance-based stock units (“PSUs”) awarded to employees and non-employee directors under the provisions of ASC 718, Compensation – Stock Compensation (“ASC 718”).
Stock-based compensation costs for time-based and performance-based stock 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. Recognition of stock-based compensation expense associated with the performance-based stock options commences when the performance condition is considered probable of achievement, using management’s best estimates, which consider the inherent risk and uncertainty regarding the future outcomes of the milestones. 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 time-based and performance-based stock options under the straight-line attribution method over the requisite service period, which is generally the vesting term, which is generally three to four years for options.
Stock-based compensation costs for RSUs and PSUs are measured based on the fair value of the underlying shares on the date of grant. We recognize the compensation cost for RSUs using a straight-line basis over the requisite service period of the RSUs, which is generally three to four years. We recognize the compensation cost for PSUs over the expected performance period using the graded vesting method as the achievement of the milestones become probable, which is generally one to three years.
We also use the Black-Scholes valuation model to estimate the fair value of stock purchase rights under the Bloom Energy Corporation 2018 Employee Stock Purchase Plan (the “2018 ESPP”). The fair value of the 2018 ESPP purchase rights is recognized as an expense under the multiple options approach. Forfeitures are estimated at the time of grant and revised in subsequent periods, if necessary, if actual forfeitures differ from initial estimates.
Stock issued to grantees in our stock-based compensation is from authorized and previously unissued shares. Stock-based compensation costs are recorded in the consolidated statements of operations based on the employees’ respective functions. Stock-based compensation costs directly associated with the product manufacturing operations process are capitalized into inventory and deferred cost of revenue and expensed when the capitalized asset is used in the normal course of the sales or services process.
We record deferred tax assets for awards that result in deductions on our income tax returns, unless we cannot realize the deduction (i.e., we are in a net operating loss position), based on the amount of compensation cost recognized and our statutory tax rate.
Income Taxes
Income Taxes
We account for income taxes using the liability method under ASC 740, Income Taxes (“ASC 740”). Under this method, deferred tax assets and liabilities are determined based on net operating loss carryforwards, research and development credit carryforwards and temporary differences resulting from the different treatment of items for tax and financial reporting purposes. Deferred items are measured using the enacted tax rates and laws that are expected to be in effect when the differences reverse. Additionally, we must assess the likelihood that deferred tax assets will be recovered as deductions from future taxable income. We have provided a full valuation allowance on our domestic deferred tax assets because we believe it is more likely than not that our deferred tax assets will not be realized.
We follow the accounting guidance in ASC 740, which requires a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. We record a liability for the difference between the benefit recognized and measured pursuant to ASC 740-10 and the tax position taken or expected to be taken on our tax return. To the extent that the assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. We established reserves for tax-related uncertainties based on estimates of whether, and the extent to which additional taxes will be due. These reserves are established when we believe that certain positions might be challenged despite our belief that the tax return positions are fully supportable. The reserves are adjusted in light of changing facts and circumstances such as the outcome of a tax audit. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate. We recognize interest and penalties related to unrecognized tax benefits in income tax expense.
Comprehensive Loss
Comprehensive Loss
Our comprehensive loss is comprised of net loss attributable to common stockholders, foreign currency translation adjustment, and comprehensive loss attributable to noncontrolling interest and redeemable noncontrolling interest.
Fair Value Measurement
Fair Value Measurement
ASC 820, Fair Value Measurement (“ASC 820”), defines fair value, establishes a framework for measuring fair value under U.S. GAAP and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principle or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The guidance describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value:
Level 1Quoted prices in active markets for identical assets or liabilities. Financial assets utilizing Level 1 inputs typically include money market securities and U.S. Treasury securities.
Level 2
Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. There were neither financial assets, nor financial liabilities as of December 31, 2024, and 2023, utilizing Level 2 inputs.
Level 3Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Financial liabilities utilizing Level 3 inputs include contract embedded derivatives. Their valuations are performed using a Monte Carlo simulation model which considers various potential electricity price curves over the sales contract terms.
Cash and Cash Equivalents
Cash, Cash Equivalents, and Restricted Cash — Cash equivalents consist of highly liquid short-term investments with maturities of 90 days or less at the date of purchase.
Restricted cash is held as collateral to provide financial assurance that we will fulfill obligations and commitments primarily related to the Third-Party PPAs and Managed Services Agreements. Restricted cash also includes debt service reserves, maintenance service reserves and facility lease agreements. Restricted cash that is expected to be used within one year
of the balance sheet date is classified as a current asset, whereas restricted cash expected to be used more than one year from the balance sheet date is classified as a non-current asset.
Restricted Cash
Cash, Cash Equivalents, and Restricted Cash — Cash equivalents consist of highly liquid short-term investments with maturities of 90 days or less at the date of purchase.
Restricted cash is held as collateral to provide financial assurance that we will fulfill obligations and commitments primarily related to the Third-Party PPAs and Managed Services Agreements. Restricted cash also includes debt service reserves, maintenance service reserves and facility lease agreements. Restricted cash that is expected to be used within one year
of the balance sheet date is classified as a current asset, whereas restricted cash expected to be used more than one year from the balance sheet date is classified as a non-current asset.
Derivatives
Derivatives — We account for our derivative instruments as a liability which are carried at fair value on the consolidated balance sheets. Changes in the fair value of those derivatives are recorded through earnings in the consolidated statements of operations, as they do not qualify neither as cash flow hedges, nor for hedge accounting.
Accounts Receivable
Accounts Receivable — Accounts receivable primarily represent trade receivables from sales to customers recorded at amortized cost less allowance for credit losses. The allowance for credit losses reflects our best estimate about future losses over the contractual life of outstanding accounts receivable taking into consideration historical experience, specific allowances for known troubled accounts, other currently available information including customer financial condition, and both current and forecasted economic conditions.
Inventories
Inventories — Inventories consist principally of raw materials, work-in-process and finished goods and are stated on a first-in, first-out basis at a lower of cost or net realizable value. We record inventory excess and obsolescence provisions for estimated obsolete or unsellable inventory, equal to the difference between the cost of inventory and estimated net realizable value based upon assumptions about market conditions and future demand for products generally expected to be utilized over the next 12 to 24 months, including product needed to fulfill our warranty obligations. If actual future demand for our products is less than currently forecasted, additional inventory provisions may be required. Once a provision is recorded, it is maintained until the product to which it relates is sold or otherwise disposed.
Property, Plant and Equipment
Property, Plant and Equipment — Property, plant and equipment, including leasehold improvements, are stated at cost less accumulated depreciation. The Energy Server systems 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 Server systems. Leasehold improvements are depreciated over the shorter of the lease term or their estimated depreciable lives. Buildings are amortized over the shorter of the lease or property term or their estimated depreciable lives. Assets under construction are capitalized as costs are incurred and depreciation commences after the assets are put into service within their respective asset class.
Impairment of Long-Lived Assets Impairment of Long-Lived Assets — Our long-lived assets include property, plant and equipment and the Energy Server systems capitalized in connection with our Managed Services Financing Program, Portfolio Financings and other similar arrangements. The carrying amounts of our long-lived assets are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful life is shorter than originally estimated.
Allocation of Profits and Losses of Consolidated Entities to Noncontrolling Interests
Allocation of Profits and Losses of Consolidated Entities to Noncontrolling Interests — We generally allocate profits and losses to noncontrolling interests under the hypothetical liquidation at book value (“HLBV”) method. The determination of equity in earnings under the HLBV method requires management to determine how proceeds, upon a hypothetical liquidation of the entity at book value, would be allocated between our investors. The noncontrolling interest balance is presented as a component of permanent equity in the consolidated balance sheets.
For income tax purposes, the Equity Investors of the PPA Entities receive a greater proportion of the share of losses and other income tax benefits. This includes the allocation of investment tax credits which are distributed to the Equity Investors through an Investment Company subsidiary of Bloom. Allocations are initially based on the terms specified in each respective partnership agreement until either a specific date or the Equity Investors’ targeted rate of return specified in the partnership agreement is met (the “flip” of the flip structure) whereupon the allocations change. In some cases, after the Equity Investors receive their contractual rate of return, we receive substantially all of the remaining value attributable to the long-term recurring customer payments and the other incentives. In August 2023, we sold our last consolidated PPA Entity being our VIE, PPA V, as a result of the PPA V Repowering of the Energy Server systems (see Note 10 — Portfolio Financings). As of December 31, 2024, and 2023, we had one VIE which we consolidate, Korean JV, which profit and loss are allocated to noncontrolling interests under the HLBV method.
Foreign Currency Considerations
Foreign Currency Considerations
Items included in the financial statements of each of the Company’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The functional currency of the Company’s parent entity is the U.S. dollar.
The functional currencies of our foreign subsidiaries are local currencies. The functional currency of our joint venture in the Republic of Korea is the local currency, the South Korean won (“KRW”), since the joint venture is financially independent of its U.S. parent and the KRW is the currency in which the joint venture generates and expends cash. The assets and liabilities of these entities are translated at the rate of exchange at the balance sheet date. Revenue and expenses are translated at the weighted average rate of exchange during the period. For these entities, translation adjustments resulting from the process of translating the local currency financial statements into the U.S. dollars are included in other comprehensive loss. Translation adjustments attributable to noncontrolling interests are allocated to and reported as part of the noncontrolling interests in the consolidated financial statements.
Transactions made in a currency other than the functional currency are remeasured to the functional currency at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are remeasured to the functional currency at the exchange rate at that date and non-monetary assets and liabilities are measured at historical rates. Foreign currency transaction gains and losses are included as a component of other income (expense), net in our consolidated statements of operations.
The reporting currency for these consolidated financial statements is the U.S. dollar.
Accounting Guidance Not Yet Adopted and Recent Accounting Pronouncements
Accounting Guidance Not Yet Adopted
In November 2024, the FASB issued ASU 2024-04 Debt — Debt with Conversion and Other Options (Subtopic 470-20) (“ASU 2024-04”). ASU 2024-04 clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The standard is effective for annual reporting periods beginning after December 15, 2025, and interim periods within those annual reporting periods. Early adoption is permitted for all entities that have adopted the amendments in ASU 2020-06. We are currently evaluating this guidance, but do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 is intended to enhance transparency of income statement disclosures primarily through additional disaggregation of relevant expense captions. The standard is effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with prospective or retrospective application permitted. We are currently evaluating this guidance, but do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
In March 2024, the FASB issued ASU 2024-02, Codification Improvements — Amendments to Remove References to the Concepts Statements (“ASU 2024-02”). This guidance is intended to remove references to various FASB Concepts Statements. The Board has a standing project on its agenda to address suggestions received from stakeholders on the Accounting Standards Codification and other incremental improvements to U.S. GAAP. This effort facilitates Codification updates for technical corrections such as conforming amendments, clarifications to guidance, simplifications to wording or the structure of guidance, and other minor improvements. The resulting amendments are referred to as Codification improvements. The amendments in ASU 2024-02 are not intended to result in significant accounting change for most entities. We are currently evaluating this guidance, but do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
In March 2024, the FASB issued ASU 2024-01, Compensation — Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards (“ASU 2024-01”). This guidance is intended to improve U.S. GAAP. by adding an illustrative example to demonstrate how an entity should apply the scope guidance in paragraph 718-10-15-3 to determine whether profits interest and similar awards (“profits interest awards”) should be accounted for in accordance with Topic 718, Compensation — Stock Compensation. The amendments in ASU 2024-01 are effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods. The amendments in ASU 2024-01 should be applied either (1) retrospectively to all prior periods presented in the financial statements or (2) prospectively to profits interest and similar awards granted or modified on or after the date at which the entity first applies the amendments. We are currently evaluating this guidance, but do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
In August 2023, the FASB issued ASU 2023-05, Business Combinations — Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement (“ASU 2023-05”), which addresses the accounting for contributions made to a joint venture. ASU 2023-05 requires joint ventures to measure all assets and liabilities upon formation at fair value. This guidance will be applied prospectively to all joint venture formations with a formation date on or after January 1, 2025. We have evaluated this guidance, and do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 addresses investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This guidance will be applied on a prospective basis and is effective for annual reporting periods in fiscal years beginning after December 15, 2024. Retrospective application is permitted. We are currently evaluating the potential impact, but we do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
Recent Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within the segment measure of profit or loss, and a description of how the chief operating decision maker utilizes segment operating profit or loss to assess segment performance. We adopted this accounting standard in fiscal year 2024. While the adoption has no impact on our financial statements, it has resulted in incremental disclosures within the footnotes to our consolidated financial statements.
There have been no significant changes in our reported financial position or results of operations and cash flows resulting from the adoption of new accounting pronouncements.
v3.25.0.1
Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2024
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 Server systems
15-21 years
Computers, software and hardware
3-5 years
Vehicles, 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,
 20242023
   
Vehicles, machinery and equipment$200,004 $174,549 
Energy Server systems165,629 309,770 
Leasehold improvements122,413 94,646 
Construction-in-progress86,731 104,650 
Buildings53,221 49,477 
Computers, software and hardware33,910 28,901 
Furniture and fixtures10,943 12,541 
672,851 774,534 
Less: accumulated depreciation(269,376)(281,182)
$403,475 $493,352 
v3.25.0.1
Revenue Recognition (Tables)
 12 Months Ended
Dec. 31, 2024
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,
 20242023
Accounts receivable$335,841 $340,740 
Contract assets145,162 41,366 
Customer deposits220,115 75,734 
Deferred revenue 66,304 72,328 
Years Ended
December 31,
20242023
Beginning balance$41,366 $46,727 
Transferred to accounts receivable from contract assets recognized at the beginning of the period, net of other adjustments
(34,314)(41,064)
Revenue recognized and not billed as of the end of the period1
138,110 35,703 
Ending balance$145,162 $41,366 
1 Included $9.6 million that have already been paid to customer’s customer for the year ended December 31, 2024. There were no other adjustments for the year ended December 31, 2023.
Deferred revenue activity during the years ended December 31, 2024, and 2023, consisted of the following (in thousands):
Years Ended
December 31,
20242023
Beginning balance$72,328 $94,355 
Additions1,142,599 1,014,175 
Revenue recognized(1,148,623)(1,036,202)
Ending balance$66,304 $72,328 
Schedule of Disaggregation of Revenue
We disaggregate revenue from contracts with customers into four revenue categories: product, installation, service and electricity (in thousands):
Years Ended
December 31,
202420232022
Revenue from contracts with customers:
Product revenue$1,085,153 $975,245 $880,664 
Installation revenue122,318 92,796 92,120 
Service revenue
213,542 183,065 150,954 
Electricity revenue20,381 17,676 11,608 
Total revenue from contracts with customers
1,441,394 1,268,782 1,135,346 
Revenue from contracts that contain leases:
Electricity revenue32,462 64,688 63,779 
Total revenue$1,473,856 $1,333,470 $1,199,125 
v3.25.0.1
Financial Instruments (Tables)
 12 Months Ended
Dec. 31, 2024
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,
 20242023
As Held:
Cash$201,613 $144,102 
Money market funds749,358 601,076 
$950,971 $745,178 
As Reported:
Cash and cash equivalents$802,851 $664,593 
Restricted cash148,120 80,585 
$950,971 $745,178 
Schedule of Restrictions on Cash and Cash Equivalents
The carrying values of cash, cash equivalents, and restricted cash approximate fair values and were as follows (in thousands):
December 31,
 20242023
As Held:
Cash$201,613 $144,102 
Money market funds749,358 601,076 
$950,971 $745,178 
As Reported:
Cash and cash equivalents$802,851 $664,593 
Restricted cash148,120 80,585 
$950,971 $745,178 
Restricted cash consisted of the following (in thousands):
December 31,
 20242023
  
Restricted cash, current
$110,622 $46,821 
Restricted cash, non-current
37,498 33,764 
$148,120 $80,585 
v3.25.0.1
Fair Value (Tables)
 12 Months Ended
Dec. 31, 2024
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 and liabilities 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, 2024Level 1Level 2Level 3Total
Assets
Cash equivalents:
Money market funds$749,358 $— $— $749,358 
Liabilities
Derivatives:
Embedded EPP derivatives$— $— $5,070 $5,070 

 Fair Value Measured at Reporting Date Using
December 31, 2023Level 1Level 2Level 3Total
Assets
Cash equivalents:
Money market funds$601,076 $— $— $601,076 
Liabilities
Derivatives:
Embedded EPP derivatives$— $— $4,376 $4,376 
Schedule of Change in Level 3 Financial Liabilities
The changes in the Level 3 financial liabilities during the years ended December 31, 2024, 2023 and 2022, were as follows (in thousands):
Embedded EPP Derivative Liability
Liabilities at December 31, 2022
$5,895 
EPP liability settlement(3,160)
Changes in fair value1,641 
Liabilities at December 31, 2023
4,376 
Changes in fair value694 
Liabilities at December 31, 2024
$5,070 
Schedule of Fair Values and Carrying Values of Customer Receivables and Debt Instruments The following table presents the estimated fair values and carrying values of debt instruments (in thousands):
 December 31, 2024December 31, 2023
 Net Carrying
Value		Fair ValueNet Carrying
Value		Fair Value
   
Debt instruments
Recourse:
3% Green Convertible Senior Notes due June 2029
$391,239 $532,789 $— $— 
3% Green Convertible Senior Notes due June 2028
619,111 872,344 615,205 673,613 
2.5% Green Convertible Senior Notes due August 2025
114,385 163,875 226,801 260,820 
Non-recourse:
4.6% Term Loan due October 2026
2,705 2,856 3,085 2,866 
4.6% Term Loan due April 2026
$1,352 $1,482 $1,542 $1,479 
v3.25.0.1
Balance Sheet Components (Tables)
 12 Months Ended
Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Schedule of Inventory
The components of inventory consist of the following (in thousands):
December 31,
 20242023
Raw materials$315,735 $270,414 
Work-in-progress79,601 50,632 
Finished goods149,320 181,469 
$544,656 $502,515 
Schedule of Prepaid Expense and Other Current Assets
Prepaid expenses and other current assets consist of the following (in thousands):
December 31,
 20242023
  
Prepaid hardware and software maintenance$7,972 $5,202 
Prepaid workers compensation7,394 6,851 
Prepaid managed services5,230 5,636 
Tax receivables4,981 3,231 
Receivables from employees3,259 6,538 
Interest receivable1,316 1,697 
Deferred expenses (Note 17)1,215 2,257 
Prepaid deferred commissions1,123 1,178 
Deposits made348 1,702 
Prepaid rent21 1,232 
Advance income tax provision— 2,557 
Other prepaid expenses and other current assets13,344 13,067 
$46,203 $51,148 
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 Server systems
15-21 years
Computers, software and hardware
3-5 years
Vehicles, 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,
 20242023
   
Vehicles, machinery and equipment$200,004 $174,549 
Energy Server systems165,629 309,770 
Leasehold improvements122,413 94,646 
Construction-in-progress86,731 104,650 
Buildings53,221 49,477 
Computers, software and hardware33,910 28,901 
Furniture and fixtures10,943 12,541 
672,851 774,534 
Less: accumulated depreciation(269,376)(281,182)
$403,475 $493,352 
Schedule of Other Long-Term Assets
Other long-term assets consist of the following (in thousands):
December 31,
20242023
   
Deferred commissions$13,372 $9,373 
Deferred expenses (Note 17)8,776 9,069 
Long-term lease receivable3,159 7,335 
Deposits made3,123 3,157 
Deferred tax asset1,888 1,385 
Prepaid managed services1,317 1,646 
Prepaid and other long-term assets14,501 18,243 
$46,136 $50,208 
Schedule of Product Warranty Liability And Product Performance Liabilities
Accrued warranty and product performance liabilities consist of the following (in thousands):
December 31,
 20242023
   
Product performance$13,697 $18,066 
Product warranty2,862 1,260 
$16,559 $19,326 
Changes in the product warranty and product performance liabilities were as follows (in thousands):
Balances at December 31, 2022
$17,332 
Accrued warranty, net and product performance liabilities
27,845 
Product performance expenditures during the year
(25,851)
Balances at December 31, 2023
19,326 
Accrued warranty, net and product performance liabilities
18,407 
Product performance expenditures during the year
(21,174)
Balances at December 31, 2024
$16,559 
Schedule of Accrued Other Current Liabilities
Accrued expenses and other current liabilities consist of the following (in thousands):
December 31,
 20242023
   
Compensation and benefits$67,682 $47,901 
General invoice and purchase order accruals43,652 36,266 
Sales tax liabilities10,215 17,412 
Sales-related liabilities4,714 5,121 
Interest payable3,927 3,823 
Accrued installation
1,660 4,939 
Accrued consulting expenses
1,254 3,244 
Accrued legal expenses
1,198 1,359 
Finance lease liability
981 1,072 
Provision for income tax
637 3,374 
Current portion of derivative liabilities482 — 
Accrued restructuring costs (Note 12)341 3,793 
Other1,707 2,575 
$138,450 $130,879 
v3.25.0.1
Outstanding Loans and Security Agreements (Tables)
 12 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
Schedule of Debt
The following is a summary of our debt as of December 31, 2024 (in thousands, except percentage data):
 Unpaid
Principal
Balance		Net Carrying ValueInterest
Rate		Maturity DatesEntity
 CurrentLong-
Term		Total
3.0% Green Convertible Senior Notes due June 2029
$402,500 $— $391,239 $391,239 3.0%June 2029Company
3.0% Green Convertible Senior Notes due June 2028
632,500 — 619,111 619,111 3.0%June 2028Company
2.5% Green Convertible Senior Notes due August 2025
115,000 114,385 — 114,385 2.5%August 2025Company
Total recourse debt1,150,000 114,385 1,010,350 1,124,735 
4.6% Term Loan due October 2026
2,705 — 2,705 2,705 4.6%October 2026
Korean JV
4.6% Term Loan due April 2026
1,352 — 1,352 1,352 4.6%April 2026
Korean JV
Total non-recourse debt4,057 — 4,057 4,057 
Total debt$1,154,057 $114,385 $1,014,407 $1,128,792 

The following is a summary of our debt as of December 31, 2023 (in thousands, except percentage data):
 Unpaid
Principal
Balance		Net Carrying ValueInterest
Rate		Maturity DatesEntity
 CurrentLong-
Term		Total
3.0% Green Convertible Senior Notes due June 2028
$632,500 $— $615,205 $615,205 3.0%June 2028Company
2.5% Green Convertible Senior Notes due August 2025
230,000 — 226,801 226,801 2.5%August 2025Company
Total recourse debt862,500 — 842,006 842,006 
4.6% Term Loan due October 2026
3,085 — 3,085 3,085 4.6%October 2026
Korean JV
4.6% Term Loan due April 2026
1,542 — 1,542 1,542 4.6%April 2026
Korean JV
Total non-recourse debt4,627 — 4,627 4,627 
Total debt$867,127 $— $846,633 $846,633 
Schedule of Repayment and Interest Expense
The following table presents details of our outstanding loan principal repayment schedule as of December 31, 2024 (in thousands):
2025$115,000 
20264,057 
2027— 
2028632,500 
2029402,500 
Thereafter— 
$1,154,057 
v3.25.0.1
Leases (Tables)
 12 Months Ended
Dec. 31, 2024
Leases [Abstract]  
Schedule of Assets and Liabilities Leases
Operating and financing lease right-of-use assets and lease liabilities as of December 31, 2024, and 2023, were as follows (in thousands):
Years Ended
December 31,
20242023
Operating Leases:
Operating lease right-of-use assets, net 1, 2
$122,489 $139,732 
Current operating lease liabilities(19,642)(20,245)
Non-current operating lease liabilities(124,523)(141,939)
Total operating lease liabilities(144,165)(162,184)
Finance Leases:
Finance lease right-of-use assets, net 2, 3, 4
3,214 2,708 
Current finance lease liabilities 5
(981)(1,072)
Non-current finance lease liabilities 6
(2,450)(1,837)
Total finance lease liabilities(3,431)(2,909)
Total lease liabilities$(147,596)$(165,093)
1 These assets primarily include leases for facilities, the Energy Server systems, and vehicles.
2 Net of accumulated amortization.
3 These assets primarily include leases for vehicles.
4 Included in property, plant and equipment, net in the consolidated balance sheets.
5 Included in accrued expenses and other current liabilities in the consolidated balance sheets.
6 Included in other long-term liabilities in the consolidated balance sheets.
Schedule of Lease, Cost
The components of our lease costs for the years ended December 31, 2024, 2023 and 2022, were as follows (in thousands):
Years Ended
December 31,
202420232022
Operating lease costs$35,814 $33,190 $25,503 
Financing lease costs:
Amortization of right-of-use assets675 891 968 
Interest on lease liabilities263 273 220 
Total financing lease costs938 1,164 1,188 
Short-term lease costs98 517 974 
Total lease costs$36,850 $34,871 $27,665 
Weighted average remaining lease terms and discount rates for our leases as of December 31, 2024, and 2023, were as follows:
December 31,
20242023
Weighted average remaining lease term:
Operating leases6.7 years7.4 years
Finance leases3.7 years3.2 years
Weighted average discount rate:
Operating leases10.6 %10.6 %
Finance leases9.2 %9.5 %
Schedule of Finance Lease, Liability, Fiscal Year Maturity
Future lease payments under lease agreements as of December 31, 2024, were as follows (in thousands):
Operating LeasesFinance Leases
2025$33,295 $1,255 
202633,158 1,036 
202732,675 875 
202826,793 546 
202920,056 317 
Thereafter59,268 — 
Total minimum lease payments205,245 4,029 
Less: amounts representing interest or imputed interest(61,080)(598)
Present value of lease liabilities$144,165 $3,431 
At December 31, 2024, future lease payments under the Managed Services Agreements financing obligations were as follows (in thousands):
Financing Obligations
2025$29,571 
202623,447 
202717,576 
202811,913 
20297,267 
Thereafter19,647 
Total minimum lease payments109,421 
Less: imputed interest(54,123)
Present value of net minimum lease payments55,298 
Less: current financing obligations(11,702)
Long-term financing obligations$43,596 
Schedule of Lessee, Operating Lease, Liability, Maturity
Future lease payments under lease agreements as of December 31, 2024, were as follows (in thousands):
Operating LeasesFinance Leases
2025$33,295 $1,255 
202633,158 1,036 
202732,675 875 
202826,793 546 
202920,056 317 
Thereafter59,268 — 
Total minimum lease payments205,245 4,029 
Less: amounts representing interest or imputed interest(61,080)(598)
Present value of lease liabilities$144,165 $3,431 
At December 31, 2024, future lease payments under the Managed Services Agreements financing obligations were as follows (in thousands):
Financing Obligations
2025$29,571 
202623,447 
202717,576 
202811,913 
20297,267 
Thereafter19,647 
Total minimum lease payments109,421 
Less: imputed interest(54,123)
Present value of net minimum lease payments55,298 
Less: current financing obligations(11,702)
Long-term financing obligations$43,596 
v3.25.0.1
Stock-Based Compensation and Employee Benefit Plans (Tables)
 12 Months Ended
Dec. 31, 2024
Compensation Related Costs [Abstract]  
Schedule of Employee and Non-Employee Stock-Based Compensation Expense
The following table summarizes the components of stock-based compensation expense in the consolidated statements of operations (in thousands):
 Years Ended
December 31,
 202420232022
Cost of revenue$16,579 $17,504 $18,955 
Research and development22,150 27,620 33,956 
Sales and marketing11,224 16,415 18,651 
General and administrative33,042 25,556 42,404 
$82,995 $87,095 $113,966 
Share-Based Payment Arrangement, Option, 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, 2022
8,748,309 $20.70 4.6$40,532 
Exercised(525,031)6.76 
Forfeited / Expired
(975,654)26.58 
Balances at December 31, 2023
7,247,624 20.93 3.819,446 
Exercised(307,857)7.01 
Granted
1,364,348 9.96 
Forfeited / Expired
(871,294)27.45 
Balances at December 31, 2024
7,432,821 18.72 4.153,453 
Vested and expected to vest at December 31, 2024
7,143,140 19.09 3.949,764 
Exercisable at December 31, 2024
6,093,473 $20.65 3.0$37,014 
Schedule of Stock Option Activity
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, 2022
28,340,641 
Added to plan8,948,255 
Granted(6,290,060)
Cancelled/Forfeited2,774,990 
Expired(895,920)
Balances at December 31, 2023
32,877,906 
Added to plan9,674,114 
Granted(9,933,957)
Cancelled/Forfeited3,371,522 
Expired(726,110)
Balances at December 31, 2024
35,263,475 
Schedule of Weighted-Average Valuation Assumptions
We used the following weighted-average assumptions in applying the Black-Scholes valuation model for determination of the stock options valuation:
Risk-free interest rate
3.7% - 4.4%
Expected term (years)
6 years
Expected dividend yield
—
Expected volatility
95.3% - 97.1%
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,
20242023
Risk-free interest rate
 4.1% - 5.6%
4.9% - 5.6%
Expected term (years)
0.5 - 2.0
0.5 - 2.0
Expected dividend yield
—
—
Expected volatility
54.1% - 78.7%
54.1% - 74.1%
Schedule of Stock Award Activity
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, 2022
9,549,035 $19.99 
Granted6,369,823 17.33 
Vested(4,160,416)19.55 
Forfeited(1,869,101)21.12 
Unvested Balance at December 31, 2023
9,889,341 $18.25 
Granted8,574,481 15.66 
Vested(3,067,129)19.61 
Forfeited(1,350,228)18.60 
Cancelled
(1,150,000)17.44 
Unvested Balance at December 31, 2024
12,896,465 $16.29 
v3.25.0.1
Related Party Transactions (Tables)
 12 Months Ended
Dec. 31, 2024
Related Party Transactions [Abstract]  
Schedule of Related Party Transactions
Our operations included the following related party transactions (in thousands):
 Years Ended
December 31,
 202420232022
Total revenue from related parties1
$338,602 $487,240 $36,281 
Cost of product revenue2
163 133 — 
General and administrative expenses3
683 812 — 
Interest expense4
203 84 — 
1 Total revenue from related parties for the years ended December 31, 2024, and 2023, includes revenue from (a) Korean JV and (b) SK ecoplant, which became a related party on September 23, 2023; however, we had transactions with SK ecoplant in prior periods (see Note 17 — SK ecoplant Strategic Investment). Revenue from related parties for the year ended December 31, 2022, relate to Korean JV in its entirety.
2 Includes expenses billed by SK ecoplant to Korean JV for headcount support, maintenance and other services.
3 Includes rent expenses per operating lease agreements entered between Korean JV and SK ecoplant and miscellaneous expenses billed by SK ecoplant to Korean JV.
4 Interest expense per two term loans entered into between Korean JV and SK ecoplant in fiscal year 2023 (see Note 7 — Outstanding Loans and Security Agreements).
Below is the summary of outstanding related party balances as of December 31, 2024, and 2023 (in thousands):
 December 31,
20242023
   
Accounts receivable$93,510 $262,031 
Contract assets
800 6,872 
Deferred cost of revenue, current
— 875 
Prepaid expenses and other current assets (Note 17)1,215 2,257 
Operating lease right-of-use assets1
1,385 2,031 
Other long-term assets (Note 17)8,776 9,069 
Accounts payable— 77 
Accrued warranty
1,205 1,260 
Accrued expenses and other current liabilities3,989 3,427 
Deferred revenue and customer deposits, current
8,857 1,707 
Operating lease liabilities, current1
442 440 
Deferred revenue and customer deposits, long-term
3,335 6,709 
Operating lease liabilities, non-current1
977 1,617 
Non-recourse debt2 (Note 7)
4,057 4,627 
1 Balances relate to operating leases entered between Korean JV and SK ecoplant.
2 Represents the total balance of two term loans entered between Korean JV and SK ecoplant in fiscal year 2023 (see Note 7 — Outstanding Loans and Security Agreements).
v3.25.0.1
Restructuring (Tables)
 12 Months Ended
Dec. 31, 2024
Restructuring and Related Activities [Abstract]  
Schedule of Restructuring
The following table presents our current liability as accrued for restructuring charges on our consolidated balance sheets. The table sets forth an analysis of the components of the restructuring charges (releases) and payments made against the accrual for the year ended December 31, 2024 (in thousands):
Facility Closure
Severance
Other
Total
Balance at December 31, 2022
$— $— $— $— 
Restructuring accruals
2,611 5,306 1,249 9,166 
Payments
(34)(4,842)(497)(5,373)
Balance at December 31, 2023
2,577 464 752 3,793 
Restructuring accruals (releases)
(35)(385)472 52 
Payments
(2,542)(79)(883)(3,504)
Balance at December 31, 2024
$— $— $341 $341 
The following table summarizes restructuring costs included in the accompanying consolidated statements of operations for the year ended December 31, 2023 (in thousands):
 
Year ended December 31, 2023
Cost of product revenue
$2,976 
Cost of installation revenue
71 
Cost of service revenue
521 
Operating expenses:
Research and development1,609 
Sales and marketing
1,679 
General and administrative2,467 
Total
$9,323 
v3.25.0.1
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2024
Income Tax Disclosure [Abstract]  
Schedule of Income before Income Tax, Domestic and Foreign
The components of loss before the provision for income taxes are as follows (in thousands):
 Years Ended
December 31,
202420232022
United States$(29,969)$(310,243)$(320,107)
Foreign3,612 4,200 6,118 
    Total$(26,357)$(306,043)$(313,989)
Schedule of Components of Income Tax Expense (Benefit) The provision for income taxes consists of the following (in thousands):
Years Ended
December 31,
202420232022
  
Current:
State$(13)$246 $374 
Foreign1,182 1,640 1,158 
Total current1,169 1,886 1,532 
Deferred:
Foreign(323)8 (435)
Total deferred(323)8 (435)
Total provision for income taxes$846 $1,894 $1,097 
Schedule of Effective Income Tax Rate Reconciliation
A reconciliation of the U.S. federal statutory income tax rate to our effective tax rate is as follows (in thousands):
Years Ended
December 31,
202420232022
Tax at federal statutory rate$(5,534)$(64,270)$(65,922)
State taxes, net of federal effect(13)246 374 
Impact of noncontrolling interest
(425)1,222 2,872 
Non-U.S. tax effect392 1,067 (387)
Nondeductible expenses and losses1,349 5,239 2,258 
Stock-based compensation9,479 3,222 7,019 
Loss on debt extinguishment5,458 — — 
U.S. tax on foreign earnings (GILTI)428 86 2,525 
(Gain) loss on SK Equity Transaction— 11,811 (3,932)
Change in valuation allowance(10,288)43,271 56,290 
Provision for income taxes$846 $1,894 $1,097 
Schedule of Deferred Tax Assets and Liabilities
Significant components of our deferred tax assets and liabilities consist of the following (in thousands): 
December 31,
20242023
 
Tax credits and net operating loss carryforwards$604,681 $574,679 
Lease liabilities103,313 151,470 
Depreciation and amortization14,131 59,790 
Deferred revenue9,603 13,580 
Accruals and reserves29,509 36,096 
Research and development expenditures capitalization71,229 53,991 
Stock-based compensation18,808 19,698 
Disallowed Interest expenses27,873 29,581 
Other items — deferred tax assets2,544 1,695 
Gross deferred tax assets881,691 940,580 
Valuation allowance(816,257)(831,597)
Net deferred tax assets65,434 108,983 
Managed services — deferred costs— (16,826)
Right-of-use assets and leased assets(60,043)(88,391)
Capitalized Commission
(3,503)(2,381)
Gross deferred tax liabilities(63,546)(107,598)
Net deferred tax asset$1,888 $1,385 
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 - 2029$0.2 $0.2 
Expire in 2030 - 20340.9 0.6 
Expire beginning in 20350.5 0.7 
Carryforward indefinitely0.6 — 
Total$2.2 $1.5 
Summary of Tax Credit Carryforwards
The expiration of the federal and California credit carryforwards is summarized as follows (in millions):
FederalCalifornia
Expire in 2025 - 2029$5.3 $— 
Expire in 2030 - 20348.8 — 
Expire beginning in 203536.0 — 
Carryforward indefinitely— 20.6 
Total$50.1 $20.6 
Schedule of Unrecognized Tax Benefits
A reconciliation of the beginning and ending amounts of unrecognized tax benefits were as follows (in thousands):
Years Ended
December 31,
202420232022
Unrecognized tax benefits beginning balance$58,157 $48,389 $42,010 
Gross decrease for tax positions of prior year
(145)(152)(55)
Gross increase for tax positions of prior year
— 1,307 — 
Gross increase for tax positions of current year5,939 8,613 6,434 
Unrecognized tax benefits end balance$63,951 $58,157 $48,389 
v3.25.0.1
Net Loss per Share Available to Common Stockholders (Tables)
 12 Months Ended
Dec. 31, 2024
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,
 202420232022
Numerator:
Net loss available to common stockholders
$(29,227)$(302,116)$(301,708)
Denominator:
Weighted average shares of common stock, basic and diluted227,365 212,681 185,907 
Net loss per share available to common stockholders, basic and diluted
$(0.13)$(1.42)$(1.62)
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,
 202420232022
 
Convertible notes55,020 35,327 14,187 
Redeemable convertible preferred stock— 9,795 8,521 
Stock options and awards6,325 4,011 5,683 
61,345 49,133 28,391 
v3.25.0.1
SK ecoplant Strategic Investment (Tables)
 12 Months Ended
Dec. 31, 2024
Equity Method Investments and Joint Ventures [Abstract]  
Schedule of Asset and Liabilities
The following are the aggregate carrying values of the Korean JV’s assets and liabilities in our consolidated balance sheets, after eliminations of intercompany transactions and balances, as of December 31, 2024, and 2023 (in thousands):
December 31,
20242023
Assets
Current assets:
Cash and cash equivalents$15,767 $3,003 
Accounts receivable2,515 19,567 
Inventories15,020 8,156 
Prepaid expenses and other current assets3,361 644 
Total current assets36,663 31,370 
Property and equipment, net1,796 2,519 
Operating lease right-of-use assets1,663 2,138 
Other long-term assets40 46 
Total assets$40,162 $36,073 
Liabilities
Current liabilities:
Accounts payable$7,693 $3,480 
Accrued expenses and other current liabilities2,154 2,347 
Operating lease liabilities442 440 
Total current liabilities10,289 6,267 
Operating lease liabilities977 1,617 
Non-recourse debt
4,057 4,627 
Total liabilities$15,323 $12,511 
v3.25.0.1
Nature of Business, Liquidity and Basis of Presentation (Details)
$ / shares in Units, $ in Thousands
 1 Months Ended 12 Months Ended
May 29, 2024
USD ($)
Aug. 19, 2022
USD ($)
$ / shares
shares
Aug. 31, 2020
USD ($)
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Jun. 30, 2024
Mar. 29, 2024
USD ($)
Subsidiary, Sale of Stock [Line Items]                
Net cash provided by (used in) operating activities       $ 91,998 $ (372,531) $ (191,723)    
Long-term debt       1,128,792 846,633      
Short-term debt       114,400        
Long- Term       1,014,407 846,633      
Unpaid Principal Balance       $ 1,154,057 $ 867,127      
Government assistance, award amount               $ 75,300
Sales Revenue, Net | Customer Concentration Risk | Customer One                
Subsidiary, Sale of Stock [Line Items]                
Concentration risk, percentage       23.00% 37.00% 38.00%    
Sales Revenue, Net | Customer Concentration Risk | Customer Two                
Subsidiary, Sale of Stock [Line Items]                
Concentration risk, percentage       16.00% 26.00% 37.00%    
Sales Revenue, Net | Customer Concentration Risk | Customer Three                
Subsidiary, Sale of Stock [Line Items]                
Concentration risk, percentage       14.00%        
Accounts Receivable | Customer Concentration Risk | Customer One                
Subsidiary, Sale of Stock [Line Items]                
Concentration risk, percentage       28.00% 74.00%      
Accounts Receivable | Customer Concentration Risk | Customer Two                
Subsidiary, Sale of Stock [Line Items]                
Concentration risk, percentage       28.00%        
Accounts Receivable | Customer Concentration Risk | Customer Three                
Subsidiary, Sale of Stock [Line Items]                
Concentration risk, percentage       20.00%        
Asia Pacific | Sales Revenue, Net | Geographic Concentration Risk                
Subsidiary, Sale of Stock [Line Items]                
Concentration risk, percentage       74.00% 70.00% 56.00%    
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    
2.5% Green Convertible Senior Notes due August 2025                
Subsidiary, Sale of Stock [Line Items]                
Interest Rate       3.30%        
Class A Common Stock | Offering                
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            
Option period   30 days            
Number of additional shares issued (in shares) | shares   1,950,000            
Total purchase price   $ 371,500            
Underwriting discounts and commissions   16,500            
Deferred offering costs   $ 700            
Total recourse debt                
Subsidiary, Sale of Stock [Line Items]                
Long-term debt       $ 1,124,735 $ 842,006      
Long- Term       1,010,350 842,006      
Unpaid Principal Balance       1,150,000 862,500      
Total non-recourse debt                
Subsidiary, Sale of Stock [Line Items]                
Long-term debt       4,057 4,627      
Long- Term       4,057 4,627      
Unpaid Principal Balance       4,057 4,627      
Senior Secured Notes | 3% Green Convertible Senior Notes due June 2029                
Subsidiary, Sale of Stock [Line Items]                
Long- Term       $ 391,239        
Interest Rate 3.00%     3.00%        
Unpaid Principal Balance $ 402,500     $ 402,500        
Proceeds from debt, net of issuance costs 389,700              
Debt instrument, covenant, event of default, special interest received by noteholders, not to exceed       0.50%        
Senior Secured Notes | 2.5% Green Convertible Senior Notes due August 2025                
Subsidiary, Sale of Stock [Line Items]                
Long- Term       $ 0 $ 226,801      
Interest Rate     2.50% 2.50% 2.50%      
Unpaid Principal Balance     $ 230,000 $ 115,000 $ 230,000      
Proceeds from debt, net of issuance costs 141,800   $ 220,100          
Secured long-term debt, noncurrent $ 115,000              
Debt instrument, covenant, event of default, special interest received by noteholders, not to exceed 50.00%              
Debt instrument, repurchased notes percentage 1.226           1.226  
Notes | 2.5% Green Convertible Senior Notes due August 2025                
Subsidiary, Sale of Stock [Line Items]                
Secured long-term debt, noncurrent $ 115,000              
v3.25.0.1
Summary of Significant Accounting Policies - Narrative (Details) - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
ITC recapture period 5 years    
ITC recaptured amount $ 0 $ 0 $ 0
Advertising and promotion expenses 1,400,000 0 0
Impairment of assets 0 130,088,000 113,514,000
Variable Interest Entity, Primary Beneficiary      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Impairment of assets $ 87,000,000.0 2,300,000  
Variable Interest Entity, Primary Beneficiary | PPA 3A Upgrade      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Impairment of assets     44,800,000
Variable Interest Entity, Primary Beneficiary | PPA 4A Upgrade      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Impairment of assets     64,000,000.0
Minimum      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Term of PPA 10 years    
Incentives received by the Company 1.00%    
Minimum | Stock options and awards      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Requisite service period 3 years    
Minimum | RSUs      
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 | Stock options and awards      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Requisite service period 4 years    
Maximum | RSUs      
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]      
Revenue from contracts that contain leases $ 32,462,000 64,688,000 63,779,000
Power Purchase Agreement Program Leases | Electricity      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Revenue from contracts that contain leases 0 14,300,000 25,900,000
Power Purchase Agreement Program Leases | Service      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Revenue from contracts that contain leases $ 0 $ 3,100,000 $ 13,100,000
v3.25.0.1
Summary of Significant Accounting Policies - Estimated Depreciable Lives (Details)
Dec. 31, 2024
Minimum | Energy Server systems  
Property, Plant and Equipment [Line Items]  
Estimated depreciable life 15 years
Minimum | Computers, software and hardware  
Property, Plant and Equipment [Line Items]  
Estimated depreciable life 3 years
Minimum | Vehicles, machinery and equipment  
Property, Plant and Equipment [Line Items]  
Estimated depreciable life 5 years
Minimum | Furniture and fixtures  
Property, Plant and Equipment [Line Items]  
Estimated depreciable life 3 years
Minimum | Leasehold improvements  
Property, Plant and Equipment [Line Items]  
Estimated depreciable life 1 year
Maximum | Energy Server systems  
Property, Plant and Equipment [Line Items]  
Estimated depreciable life 21 years
Maximum | Computers, software and hardware  
Property, Plant and Equipment [Line Items]  
Estimated depreciable life 5 years
Maximum | Vehicles, machinery and equipment  
Property, Plant and Equipment [Line Items]  
Estimated depreciable life 10 years
Maximum | Furniture and fixtures  
Property, Plant and Equipment [Line Items]  
Estimated depreciable life 5 years
Maximum | Leasehold improvements  
Property, Plant and Equipment [Line Items]  
Estimated depreciable life 10 years
Maximum | Buildings  
Property, Plant and Equipment [Line Items]  
Estimated depreciable life 35 years
v3.25.0.1
Revenue Recognition - Contract Balances (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Revenue from Contract with Customer [Abstract]      
Accounts receivable $ 335,841 $ 340,740  
Contract assets 145,162 41,366 $ 46,727
Customer deposits 220,115 75,734  
Deferred revenue $ 66,304 $ 72,328  
v3.25.0.1
Revenue Recognition - Narrative (Details) - USD ($)
 3 Months Ended 12 Months Ended
Dec. 31, 2024
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Disaggregation of Revenue [Line Items]        
Decrease in accounts receivable [1]   $ 7,133,000 $ (89,888,000) $ (162,864,000)
Increase (decrease) in contract assets [2]   103,796,000 (5,361,000) 21,525,000
Increase in contract with customer, liability, customer deposits   144,400,000    
Related Party        
Disaggregation of Revenue [Line Items]        
Decrease in accounts receivable $ 223,900,000 (168,500,000) (257,800,000) (100,000)
Increase (decrease) in contract assets   $ 6,100,000 $ 6,900,000 $ 0
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01        
Disaggregation of Revenue [Line Items]        
Revenue, remaining performance obligation, expected timing of satisfaction, period 21 years 21 years    
[1]
1 Including changes in related party balances of $168.5 million, $257.8 million and $0.1 million for the years ended December 31, 2024, 2023 and 2022, respectively.
[2] 2 Including change in related party balances of $6.1 million and $6.9 million for the years ended December 31, 2024, and 2023, respectively. There were no associated related party balances as of December 31, 2022
v3.25.0.1
Revenue Recognition - Contract Assets (Details) - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Contract With Customer, Asset, After Allowance for Credit Loss [Roll Forward]    
Beginning balance $ 41,366,000 $ 46,727,000
Transferred to accounts receivable from contract assets recognized at the beginning of the period, net of other adjustments (34,314,000) (41,064,000)
Revenue recognized and not billed as of the end of the period 138,110,000 35,703,000
Ending balance 145,162,000 41,366,000
Future billing payment $ 9,600,000 $ 0
v3.25.0.1
Revenue Recognition - Contract Liabilities (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Contract With Customer, Liability, Deferred Revenue [Roll Forward]    
Beginning balance $ 72,328 $ 94,355
Additions 1,142,599 1,014,175
Revenue recognized (1,148,623) (1,036,202)
Ending balance $ 66,304 $ 72,328
v3.25.0.1
Revenue Recognition - Revenue by Source (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
USD ($)
category
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Disaggregation of Revenue [Line Items]      
Number of revenue streams | category 4    
Total revenue from contracts with customers $ 1,441,394 $ 1,268,782 $ 1,135,346
Total revenue [1] 1,473,856 1,333,470 1,199,125
Product revenue      
Disaggregation of Revenue [Line Items]      
Total revenue from contracts with customers 1,085,153 975,245 880,664
Total revenue [1] 1,085,153 975,245 880,664
Installation revenue      
Disaggregation of Revenue [Line Items]      
Total revenue from contracts with customers 122,318 92,796 92,120
Total revenue [1] 122,318 92,796 92,120
Service revenue      
Disaggregation of Revenue [Line Items]      
Total revenue from contracts with customers 213,542 183,065 150,954
Total revenue [1] 213,542 183,065 150,954
Electricity revenue      
Disaggregation of Revenue [Line Items]      
Total revenue from contracts with customers 20,381 17,676 11,608
Revenue from contracts that contain leases 32,462 64,688 63,779
Total revenue [1] $ 52,843 $ 82,364 $ 75,387
[1] Including related party revenue of $338.6 million, $487.2 million and $36.3 million for the years ended December 31, 2024, 2023 and 2022, respectively.
v3.25.0.1
Financial Instruments - Cash and Cash Equivalents and Restricted Cash (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Debt Securities, Available-for-sale [Line Items]        
Cash and cash equivalents [1] $ 802,851 $ 664,593    
Restricted cash 148,120 80,585    
Cash, cash equivalents and restricted cash 950,971 745,178 $ 518,366 $ 615,114
Cash        
Debt Securities, Available-for-sale [Line Items]        
Cash, cash equivalents and restricted cash 201,613 144,102    
Money market funds        
Debt Securities, Available-for-sale [Line Items]        
Cash, cash equivalents and restricted cash $ 749,358 $ 601,076    
[1] We have variable interest entity related to a joint venture in the Republic of Korea (see Note 17 — SK ecoplant Strategic Investment), which represents a portion of the consolidated balances recorded within these financial statement line items.
v3.25.0.1
Financial Instruments - Restricted Cash (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Cash and Cash Equivalents [Abstract]    
Restricted cash, current [1] $ 110,622 $ 46,821
Restricted cash, non-current [1] 37,498 33,764
Restricted cash $ 148,120 $ 80,585
[1] We have variable interest entity related to a joint venture in the Republic of Korea (see Note 17 — SK ecoplant Strategic Investment), which represents a portion of the consolidated balances recorded within these financial statement line items.
v3.25.0.1
Financial Instruments - Narrative (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Cash and Cash Equivalents [Abstract]      
Cash proceeds from derecognition of accounts receivable $ 184.2 $ 291.4 $ 283.3
Cost of factoring $ 4.0 $ 5.5 $ 4.0
v3.25.0.1
Fair Value - Financial Assets and Liabilities Measured at Fair Value (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Money market funds    
Assets    
Money market funds $ 749,358 $ 601,076
Embedded EPP derivatives    
Liabilities    
Embedded EPP derivatives 5,070 4,376
Level 1 | Money market funds    
Assets    
Money market funds 749,358 601,076
Level 1 | Embedded EPP derivatives    
Liabilities    
Embedded EPP derivatives 0 0
Level 2 | Money market funds    
Assets    
Money market funds 0 0
Level 2 | Embedded EPP derivatives    
Liabilities    
Embedded EPP derivatives 0 0
Level 3 | Money market funds    
Assets    
Money market funds 0 0
Level 3 | Embedded EPP derivatives    
Liabilities    
Embedded EPP derivatives $ 5,070 $ 4,376
v3.25.0.1
Fair Value - Change in Level 3 Financial Assets (Details) - Embedded EPP derivatives - USD ($)
$ in Thousands
 1 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2024
Dec. 31, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]      
Beginning balance   $ 4,376 $ 5,895
EPP liability settlement $ 3,200   (3,160)
Changes in fair value   694 1,641
Ending balance   $ 5,070 $ 4,376
v3.25.0.1
Fair Value - Narrative (Details)
$ in Thousands
 1 Months Ended 12 Months Ended
Jun. 30, 2023
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2024
USD ($)
Dec. 31, 2022
USD ($)
Embedded EPP derivatives        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Derivative fair value   $ 4,376 $ 5,070 $ 5,895
EPP liability settlement $ 3,200 $ (3,160)    
Measurement Input, Long-term Revenue Growth Rate | Valuation Technique, Option Pricing Model        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Embedded derivative liability, unobservable inputs   0.07 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 0.15  
v3.25.0.1
Fair Value - Estimated Fair Values and Carrying Values for Customer Receivables and Debt Instruments (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
May 29, 2024
Dec. 31, 2023
May 16, 2023
Aug. 31, 2020
3% Green Convertible Senior Notes due June 2029 | Senior Secured Notes          
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]          
Interest Rate 3.00% 3.00%      
3% Green Convertible Senior Notes due June 2029 | Net Carrying Value | Senior Secured Notes          
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]          
Total $ 391,239   $ 0    
3% Green Convertible Senior Notes due June 2029 | Fair Value | Senior Secured Notes          
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]          
Total $ 532,789   $ 0    
3% Green Convertible Senior Notes due June 2028 | Senior Secured Notes          
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]          
Interest Rate 3.00%   3.00% 3.00%  
3% Green Convertible Senior Notes due June 2028 | Net Carrying Value | Senior Secured Notes          
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]          
Total $ 619,111   $ 615,205    
3% Green Convertible Senior Notes due June 2028 | Fair Value | Senior Secured Notes          
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]          
Total $ 872,344   $ 673,613    
2.5% Green Convertible Senior Notes due August 2025          
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]          
Interest Rate 3.30%        
2.5% Green Convertible Senior Notes due August 2025 | Senior Secured Notes          
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]          
Interest Rate 2.50%   2.50%   2.50%
2.5% Green Convertible Senior Notes due August 2025 | Net Carrying Value | Senior Secured Notes          
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]          
Total $ 114,385   $ 226,801    
2.5% Green Convertible Senior Notes due August 2025 | Fair Value | Senior Secured Notes          
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]          
Total $ 163,875   $ 260,820    
4.6% Term Loan due October 2026 | Term loan          
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]          
Interest Rate 4.60%   4.60%    
4.6% Term Loan due October 2026 | Net Carrying Value | Term loan          
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]          
Total $ 2,705   $ 3,085    
4.6% Term Loan due October 2026 | Fair Value | Term loan          
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]          
Total $ 2,856   $ 2,866    
4.6% Term Loan due April 2026 | Term loan          
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]          
Interest Rate 4.60%   4.60%    
4.6% Term Loan due April 2026 | Net Carrying Value | Term loan          
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]          
Total $ 1,352   $ 1,542    
4.6% Term Loan due April 2026 | Fair Value | Term loan          
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]          
Total $ 1,482   $ 1,479    
v3.25.0.1
Balance Sheet Components - Inventories, Net (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Raw materials $ 315,735 $ 270,414
Work-in-progress 79,601 50,632
Finished goods 149,320 181,469
Inventory, net [1] $ 544,656 $ 502,515
[1] We have variable interest entity related to a joint venture in the Republic of Korea (see Note 17 — SK ecoplant Strategic Investment), which represents a portion of the consolidated balances recorded within these financial statement line items.
v3.25.0.1
Balance Sheet Components - Narrative (Details)
 1 Months Ended 12 Months Ended
Aug. 25, 2023
MW
Nov. 02, 2022
MW
Dec. 31, 2024
USD ($)
MW
Aug. 31, 2023
MW
Jun. 30, 2022
MW
Dec. 31, 2024
USD ($)
MW
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Property Subject to or Available for Operating Lease [Line Items]                
Inventory reserves | $     $ 15,900,000     $ 15,900,000 $ 18,700,000  
Depreciation and amortization | $           53,048,000 62,609,000 $ 61,608,000
Energy servers portfolio, power | MW     100          
Payments for repurchase of energy servers | $           144,100,000 3,300,000  
Variable Interest Entity, Primary Beneficiary                
Property Subject to or Available for Operating Lease [Line Items]                
Operating leases, depreciation expense | $           $ 0 10,900,000 12,100,000
Variable Interest Entity, Primary Beneficiary | PPA Company 5                
Property Subject to or Available for Operating Lease [Line Items]                
Energy servers portfolio, power | MW 37.1         37.1    
Variable Interest Entity, Primary Beneficiary | Old Energy Server | PPA Company 3a                
Property Subject to or Available for Operating Lease [Line Items]                
Energy servers portfolio, power | MW         9.8      
Variable Interest Entity, Primary Beneficiary | Old Energy Server | PPA Company 4                
Property Subject to or Available for Operating Lease [Line Items]                
Energy servers portfolio, power | MW   19.3            
Variable Interest Entity, Primary Beneficiary | Old Energy Server | PPA Company 5                
Property Subject to or Available for Operating Lease [Line Items]                
Energy servers portfolio, power | MW       37.1        
Property, plant and equipment                
Property Subject to or Available for Operating Lease [Line Items]                
Depreciation and amortization | $           $ 53,000,000.0 $ 62,600,000 $ 61,600,000
v3.25.0.1
Balance Sheet Components - Prepaid Expense and Other Current Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Prepaid hardware and software maintenance $ 7,972 $ 5,202
Prepaid workers compensation 7,394 6,851
Prepaid managed services 5,230 5,636
Tax receivables 4,981 3,231
Receivables from employees 3,259 6,538
Interest receivable 1,316 1,697
Deferred expenses (Note 17) 1,215 2,257
Prepaid deferred commissions 1,123 1,178
Deposits made 348 1,702
Prepaid rent 21 1,232
Advance income tax provision 0 2,557
Other prepaid expenses and other current assets 13,344 13,067
Prepaid expenses and other current assets [1],[2] $ 46,203 $ 51,148
[1] We have variable interest entity related to a joint venture in the Republic of Korea (see Note 17 — SK ecoplant Strategic Investment), which represents a portion of the consolidated balances recorded within these financial statement line items.
[2] Including amounts from related parties of $1.2 million and $2.3 million as of December 31, 2024, and 2023, respectively.
v3.25.0.1
Balance Sheet Components - Property, Plant and Equipment (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross $ 672,851 $ 774,534
Less: accumulated depreciation (269,376) (281,182)
Property, plant and equipment, net [1] 403,475 493,352
Vehicles, machinery and equipment    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 200,004 174,549
Energy Server systems    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 165,629 309,770
Leasehold improvements    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 122,413 94,646
Construction-in-progress    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 86,731 104,650
Buildings    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 53,221 49,477
Computers, software and hardware    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 33,910 28,901
Furniture and fixtures    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross $ 10,943 $ 12,541
[1] We have variable interest entity related to a joint venture in the Republic of Korea (see Note 17 — SK ecoplant Strategic Investment), which represents a portion of the consolidated balances recorded within these financial statement line items.
v3.25.0.1
Balance Sheet Components - Other Long-Term Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Deferred commissions $ 13,372 $ 9,373
Deferred expenses (Note 17) 8,776 9,069
Long-term lease receivable 3,159 7,335
Deposits made 3,123 3,157
Deferred tax asset 1,888 1,385
Prepaid managed services 1,317 1,646
Prepaid and other long-term assets 14,501 18,243
Other long-term assets [1],[2] $ 46,136 $ 50,208
[1] Including amounts from related parties of $8.8 million and $9.1 million as of December 31, 2024, and 2023, respectively.
[2] We have variable interest entity related to a joint venture in the Republic of Korea (see Note 17 — SK ecoplant Strategic Investment), which represents a portion of the consolidated balances recorded within these financial statement line items.
v3.25.0.1
Balance Sheet Components - Accrued Warranty and Product Performance Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Product performance $ 13,697 $ 18,066
Product warranty 2,862 1,260
Accrued warranty liabilities $ 16,559 $ 19,326
v3.25.0.1
Balance Sheet Components - Standard Product Warranty Liability (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Movement in Standard Product Warranty Accrual [Roll Forward]    
Accrued warranty and product performance liabilities, beginning balance $ 19,326 $ 17,332
Accrued warranty, net and product performance liabilities 18,407 27,845
Product performance expenditures during the year (21,174) (25,851)
Accrued warranty and product performance liabilities, ending balance $ 16,559 $ 19,326
v3.25.0.1
Balance Sheet Components - Accrued Other Current Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Compensation and benefits $ 67,682 $ 47,901
General invoice and purchase order accruals 43,652 36,266
Sales tax liabilities 10,215 17,412
Sales-related liabilities 4,714 5,121
Interest payable 3,927 3,823
Accrued installation 1,660 4,939
Accrued consulting expenses 1,254 3,244
Accrued legal expenses 1,198 1,359
Finance lease liability 981 1,072
Provision for income tax 637 3,374
Current portion of derivative liabilities 482 0
Accrued restructuring costs (Note 12) 341 3,793
Other 1,707 2,575
Accrued other current liabilities [1],[2] $ 138,450 $ 130,879
[1] We have variable interest entity related to a joint venture in the Republic of Korea (see Note 17 — SK ecoplant Strategic Investment), which represents a portion of the consolidated balances recorded within these financial statement line items.
[2] Including amounts from related parties of $4.0 million and $3.4 million as of December 31, 2024, and 2023, respectively.
v3.25.0.1
Balance Sheet Components - Preferred Stock (Details) - $ / shares
Dec. 31, 2024
Dec. 31, 2023
Class of Stock [Line Items]    
Preferred stock, authorized (in shares) 20,000,000 20,000,000
Preferred stock, par or stated (in dollars per share) $ 0.0001 $ 0.0001
Preferred stock, issued (in shares) 0 0
Preferred stock, outstanding (in shares) 0 0
Series B Redeemable Convertible Preferred Stock    
Class of Stock [Line Items]    
Preferred stock, authorized (in shares) 13,491,701 13,491,701
Preferred stock, par or stated (in dollars per share) $ 0.0001 $ 0.0001
v3.25.0.1
Balance Sheet Components - Conversion of Class B Common Stock (Details)
Jul. 27, 2023
vote
$ / shares
shares
Class B common stock  
Class of Stock [Line Items]  
Convertible stock price (in dollars per share) | $ / shares $ 10
Class A Common Stock  
Class of Stock [Line Items]  
Debt conversion, shares issued (in shares) | shares 1
Number of votes per share | vote 1
v3.25.0.1
Outstanding Loans and Security Agreements - Schedule of Debt (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
May 29, 2024
Dec. 31, 2023
May 16, 2023
Aug. 31, 2020
Debt Instrument [Line Items]          
Unpaid Principal Balance $ 1,154,057   $ 867,127    
Current 114,385   0    
Long- Term 1,014,407   846,633    
Total 1,128,792   846,633    
Total recourse debt          
Debt Instrument [Line Items]          
Unpaid Principal Balance 1,150,000   862,500    
Current 114,385   0    
Long- Term 1,010,350   842,006    
Total 1,124,735   842,006    
Total non-recourse debt          
Debt Instrument [Line Items]          
Unpaid Principal Balance 4,057   4,627    
Current 0   0    
Long- Term 4,057   4,627    
Total $ 4,057   4,627    
3% Green Convertible Senior Notes due June 2029 | Senior Secured Notes          
Debt Instrument [Line Items]          
Interest Rate 3.00% 3.00%      
Unpaid Principal Balance $ 402,500 $ 402,500      
Current 0        
Long- Term 391,239        
3% Green Convertible Senior Notes due June 2029 | Senior Secured Notes | Net Carrying Value          
Debt Instrument [Line Items]          
Total $ 391,239   $ 0    
3% Green Convertible Senior Notes due June 2028 | Senior Secured Notes          
Debt Instrument [Line Items]          
Interest Rate 3.00%   3.00% 3.00%  
Unpaid Principal Balance $ 632,500   $ 632,500    
Current 0   0    
Long- Term 619,111   615,205    
3% Green Convertible Senior Notes due June 2028 | Senior Secured Notes | Net Carrying Value          
Debt Instrument [Line Items]          
Total $ 619,111   $ 615,205    
2.5% Green Convertible Senior Notes due August 2025          
Debt Instrument [Line Items]          
Interest Rate 3.30%        
2.5% Green Convertible Senior Notes due August 2025 | Senior Secured Notes          
Debt Instrument [Line Items]          
Interest Rate 2.50%   2.50%   2.50%
Unpaid Principal Balance $ 115,000   $ 230,000   $ 230,000
Current 114,385   0    
Long- Term 0   226,801    
2.5% Green Convertible Senior Notes due August 2025 | Senior Secured Notes | Net Carrying Value          
Debt Instrument [Line Items]          
Total $ 114,385   $ 226,801    
4.6% Term Loan due October 2026 | Term loan          
Debt Instrument [Line Items]          
Interest Rate 4.60%   4.60%    
Unpaid Principal Balance $ 2,705   $ 3,085    
Current 0   0    
Long- Term 2,705   3,085    
4.6% Term Loan due October 2026 | Term loan | Net Carrying Value          
Debt Instrument [Line Items]          
Total $ 2,705   $ 3,085    
4.6% Term Loan due April 2026 | Term loan          
Debt Instrument [Line Items]          
Interest Rate 4.60%   4.60%    
Unpaid Principal Balance $ 1,352   $ 1,542    
Current 0   0    
Long- Term 1,352   1,542    
4.6% Term Loan due April 2026 | Term loan | Net Carrying Value          
Debt Instrument [Line Items]          
Total $ 1,352   $ 1,542    
v3.25.0.1
Outstanding Loans and Security Agreements - Recourse Debt Facilities Narrative (Details)
$ / shares in Units, $ in Thousands
 1 Months Ended 12 Months Ended
May 29, 2024
USD ($)
$ / shares
May 16, 2023
USD ($)
day
$ / shares
May 15, 2023
USD ($)
$ / shares
shares
Dec. 31, 2024
USD ($)
day
$ / shares
shares
Aug. 31, 2020
USD ($)
$ / shares
Dec. 31, 2024
USD ($)
day
$ / shares
shares
Dec. 31, 2023
USD ($)
$ / shares
shares
Dec. 31, 2022
USD ($)
Jun. 30, 2024
Debt Instrument [Line Items]                  
Interest expense           $ 62,600 $ 108,300 $ 53,500  
Unpaid Principal Balance       $ 1,154,057   1,154,057 867,127    
Loss on extinguishment of debt           $ (27,182) $ (4,288) (8,955)  
Class A Common Stock                  
Debt Instrument [Line Items]                  
Common stock, par value (in dollars per share) | $ / shares $ 0.0001 $ 0.0001   $ 0.0001   $ 0.0001 $ 0.0001    
3% Green Convertible Senior Notes due June 2029                  
Debt Instrument [Line Items]                  
Redemption price, percentage 130.00%                
3% Green Convertible Senior Notes due June 2029 | Senior Secured Notes                  
Debt Instrument [Line Items]                  
Interest Rate 3.00%     3.00%   3.00%      
Debt face amount $ 402,500                
Debt instrument, unamortized discount 12,100                
Other issuance costs 700         $ 7,100 $ 1,500    
Proceeds from debt, net of issuance costs 389,700                
Debt instrument, face amount, additional purchase option $ 52,500                
Debt instrument, percentage of product closing price 98.00%                
Convertible, conversion ratio 0.0479795                
Debt instrument, covenant, event of default, special interest received by noteholders, period           180 days      
Debt instrument, covenant, event of default, special interest received by noteholders, not to exceed       0.50%   0.50%      
Debt instrument, interest rate, effective percentage 3.80%                
Interest expense           $ 8,600      
Unamortized debt issuance expense       $ 11,300   11,300      
Unpaid Principal Balance $ 402,500     $ 402,500   $ 402,500      
3% Green Convertible Senior Notes due June 2029 | Senior Secured Notes | Class A Common Stock                  
Debt Instrument [Line Items]                  
Debt instrument, convertible, stock price trigger (usd per share) | $ / shares $ 20.84                
Debt instrument, convertible, number of shares available for conversion (in shares) | shares       25,588,011   25,588,011      
3% Green Convertible Senior Notes due June 2029 | Senior Secured Notes | Class A Common Stock | Maximum                  
Debt Instrument [Line Items]                  
Convertible, conversion ratio 0.0155932                
3% Green Convertible Senior Notes due June 2029 | Senior Secured Notes | Debt Conversion Terms One                  
Debt Instrument [Line Items]                  
Threshold trading days | day           20      
Threshold consecutive trading days | day           30      
3% Green Convertible Senior Notes due June 2029 | Senior Secured Notes | Debt Conversion Terms Two                  
Debt Instrument [Line Items]                  
Threshold trading days | day           5      
Threshold consecutive trading days | day           5      
3% Green Convertible Senior Notes due June 2028                  
Debt Instrument [Line Items]                  
Redemption price, percentage   130.00%              
3% Green Convertible Senior Notes due June 2028 | Senior Secured Notes                  
Debt Instrument [Line Items]                  
Interest Rate   3.00%   3.00%   3.00% 3.00%    
Debt face amount   $ 632,500              
Debt instrument, unamortized discount   15,800   $ 19,000   $ 19,000 $ 12,000    
Other issuance costs   3,900       $ 3,900 2,400    
Proceeds from debt, net of issuance costs   612,800              
Debt instrument, face amount, additional purchase option   $ 82,500              
Threshold trading days | day   5              
Threshold consecutive trading days | day   5              
Debt instrument, percentage of product closing price   98.00%              
Debt instrument, covenant, event of default, special interest received by noteholders, period           180 days      
Debt instrument, covenant, event of default, special interest received by noteholders, not to exceed       0.50%   0.50%      
Debt instrument, interest rate, effective percentage   3.80%              
Interest expense           $ 22,900 14,400    
Unamortized debt issuance expense       $ 13,400   13,400 17,300    
Unpaid Principal Balance       $ 632,500   $ 632,500 $ 632,500    
3% Green Convertible Senior Notes due June 2028 | Senior Secured Notes | Class A Common Stock                  
Debt Instrument [Line Items]                  
Convertible, conversion ratio   0.0530427              
Debt instrument, convertible, stock price trigger (usd per share) | $ / shares   $ 18.85              
Debt instrument, convertible, number of shares available for conversion (in shares) | shares       47,807,955   47,807,955      
3% Green Convertible Senior Notes due June 2028 | Senior Secured Notes | Class A Common Stock | Maximum                  
Debt Instrument [Line Items]                  
Convertible, conversion ratio   0.022543              
3% Green Convertible Senior Notes due June 2028 | Senior Secured Notes | Debt Conversion Terms One                  
Debt Instrument [Line Items]                  
Threshold trading days | day           20      
Threshold consecutive trading days | day           30      
Capped Calls                  
Debt Instrument [Line Items]                  
Proceeds from debt, net of issuance costs     $ 54,500            
Capped Calls | Class A Common Stock                  
Debt Instrument [Line Items]                  
Debt, underlying investment, shares (in shares) | shares     33,549,508            
Convertible stock price (in dollars per share) | $ / shares     $ 26.46            
Debt instrument, convertible, cap price, premium, percentage     100.00%            
Capped Calls | Senior Secured Notes | Class A Common Stock                  
Debt Instrument [Line Items]                  
Debt instrument, convertible, stock price trigger (usd per share) | $ / shares     $ 18.85            
2.5% Green Convertible Senior Notes due August 2025                  
Debt Instrument [Line Items]                  
Interest Rate       3.30%   3.30%      
2.5% Green Convertible Senior Notes due August 2025 | Senior Secured Notes                  
Debt Instrument [Line Items]                  
Interest Rate       2.50% 2.50% 2.50% 2.50%    
Debt instrument, unamortized discount         $ 6,900        
Proceeds from debt, net of issuance costs $ 141,800       220,100        
Redemption price, percentage       130.00%          
Threshold trading days | day       20   20      
Threshold consecutive trading days | day       30   30      
Debt instrument, covenant, event of default, special interest received by noteholders, not to exceed 50.00%                
Debt instrument, interest rate, effective percentage       3.50%   3.50%      
Interest expense           $ 5,500 $ 7,700 7,700  
Unamortized debt issuance expense       $ 600   600 3,200    
Unpaid Principal Balance       $ 115,000 230,000 115,000 230,000    
Debt other issuance costs, net         $ 3,000        
Secured long-term debt, noncurrent $ 115,000                
Debt instrument, repurchased notes percentage 1.226               1.226
Debt instrument premium percentage 0.226                
Debt instrument, unamortized premium $ 26,000                
Accrued interest 800                
Loss on extinguishment of debt $ (27,200)                
Interest expense contractual           4,100 5,700 5,700  
Amortization of debt issuance costs           $ 1,400 $ 2,000 $ 2,000  
2.5% Green Convertible Senior Notes due August 2025 | Senior Secured Notes | Class A Common Stock                  
Debt Instrument [Line Items]                  
Convertible, conversion ratio         0.0616808        
Debt instrument, convertible, number of shares available for conversion (in shares) | shares       8,866,615   8,866,615 17,733,230    
Convertible stock price (in dollars per share) | $ / shares         $ 16.21        
2.5% Green Convertible Senior Notes due August 2025 | Senior Secured Notes | Class A Common Stock | Maximum                  
Debt Instrument [Line Items]                  
Convertible, conversion ratio         0.0154202        
v3.25.0.1
Outstanding Loans and Security Agreements - Non-recourse Debt Facilities Narrative (Details) - USD ($)
$ in Millions
 12 Months Ended
Oct. 05, 2023
Apr. 11, 2023
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Debt Instrument [Line Items]          
Interest expense     $ 62.6 $ 108.3 $ 53.5
SK Ecoplant          
Debt Instrument [Line Items]          
Interest expense       $ 52.8  
SK Ecoplant          
Debt Instrument [Line Items]          
Acquisition joint venture fixed interest rate percentage 4.60% 4.60%      
Acquisition joint venture term 3 years 3 years      
Payments to acquire interest in joint venture $ 3.1 $ 1.5      
v3.25.0.1
Outstanding Loans and Security Agreements - Schedule of Repayments (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Long-term Debt, Fiscal Year Maturity [Abstract]    
2025 $ 115,000  
2026 4,057  
2027 0  
2028 632,500  
2029 402,500  
Thereafter 0  
Total $ 1,154,057 $ 867,127
v3.25.0.1
Leases - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Lessee, Lease, Description [Line Items]      
Rent expense $ 22,400 $ 23,000 $ 21,400
Total revenue from contracts with customers 1,441,394 1,268,782 1,135,346
Total lease costs 36,850 34,871 27,665
Operating lease right-of-use assets [1],[2] 122,489 139,732  
Present value of lease liabilities 144,165 162,184  
Operating lease liabilities [1],[3] 124,523 141,939  
Financing obligations 244,132 405,824  
Gain (loss) on financing obligations 17,400 (400)  
Successful Sale-And-Leaseback Transactions      
Lessee, Lease, Description [Line Items]      
Operating lease right-of-use assets 47,200 47,600  
Present value of lease liabilities 50,400 50,100  
Operating lease liabilities 42,100 43,700  
Long term financing obligations 11,000 10,900  
Financing obligations 8,900 9,300  
Product      
Lessee, Lease, Description [Line Items]      
Total revenue from contracts with customers 1,085,153 975,245 880,664
Installation      
Lessee, Lease, Description [Line Items]      
Total revenue from contracts with customers 122,318 92,796 92,120
Managed Services | Variable Interest Entity, Primary Beneficiary      
Lessee, Lease, Description [Line Items]      
Total lease costs 12,800 9,700 5,600
Financing obligations 255,800 444,800  
Managed Services | Variable Interest Entity, Primary Beneficiary | Product      
Lessee, Lease, Description [Line Items]      
Total revenue from contracts with customers 9,400 28,700 20,400
Managed Services | Variable Interest Entity, Primary Beneficiary | Installation      
Lessee, Lease, Description [Line Items]      
Total revenue from contracts with customers $ 4,500 $ 8,400 $ 11,300
Minimum      
Lessee, Lease, Description [Line Items]      
Remaining lease term 1 year    
Maximum      
Lessee, Lease, Description [Line Items]      
Remaining lease term 15 years    
[1] We have variable interest entity related to a joint venture in the Republic of Korea (see Note 17 — SK ecoplant Strategic Investment), which represents a portion of the consolidated balances recorded within these financial statement line items.
[2] Including amounts from related parties of $1.4 million and $2.0 million as of December 31, 2024, and 2023, respectively.
[3] Including amounts from related parties of $1.0 million and $1.6 million as of December 31, 2024, and 2023, respectively.
v3.25.0.1
Leases - Operating and Financing Lease Right-of-Use Assets and Lease Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Operating Leases:    
Operating lease right-of-use assets, net [1],[2] $ 122,489 $ 139,732
Current operating lease liabilities [1],[3] (19,642) (20,245)
Non-current operating lease liabilities [1],[4] (124,523) (141,939)
Total operating lease liabilities (144,165) (162,184)
Finance Leases:    
Finance lease right-of-use assets, net 3,214 2,708
Current finance lease liabilities (981) (1,072)
Non-current finance lease liabilities (2,450) (1,837)
Total finance lease liabilities (3,431) (2,909)
Total lease liabilities $ (147,596) $ (165,093)
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] Property, plant and equipment, net Property, plant and equipment, net
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Accrued expenses and other current liabilities Accrued expenses and other current liabilities
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] Other Liabilities, Noncurrent Other Liabilities, Noncurrent
[1] We have variable interest entity related to a joint venture in the Republic of Korea (see Note 17 — SK ecoplant Strategic Investment), which represents a portion of the consolidated balances recorded within these financial statement line items.
[2] Including amounts from related parties of $1.4 million and $2.0 million as of December 31, 2024, and 2023, respectively.
[3] Including amounts from related parties of $0.4 million and $0.4 million as of December 31, 2024, and 2023, respectively.
[4] Including amounts from related parties of $1.0 million and $1.6 million as of December 31, 2024, and 2023, respectively.
v3.25.0.1
Leases - Costs (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Leases [Abstract]      
Operating lease costs $ 35,814 $ 33,190 $ 25,503
Financing lease costs:      
Amortization of right-of-use assets 675 891 968
Interest on lease liabilities 263 273 220
Total financing lease costs 938 1,164 1,188
Short-term lease costs 98 517 974
Total lease costs $ 36,850 $ 34,871 $ 27,665
v3.25.0.1
Leases - Weighted Average Remaining Lease Terms and Discount Rates (Details)
Dec. 31, 2024
Dec. 31, 2023
Weighted average remaining lease term:    
Operating leases 6 years 8 months 12 days 7 years 4 months 24 days
Finance leases 3 years 8 months 12 days 3 years 2 months 12 days
Weighted average discount rate:    
Operating leases 10.60% 10.60%
Finance leases 9.20% 9.50%
v3.25.0.1
Leases - Future Minimum Lease Payments (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Operating Leases    
2025 $ 33,295  
2026 33,158  
2027 32,675  
2028 26,793  
2029 20,056  
Thereafter 59,268  
Total minimum lease payments 205,245  
Less: amounts representing interest or imputed interest (61,080)  
Present value of lease liabilities 144,165 $ 162,184
Finance Leases    
2025 1,255  
2026 1,036  
2027 875  
2028 546  
2029 317  
Thereafter 0  
Total minimum lease payments 4,029  
Less: amounts representing interest or imputed interest (598)  
Present value of lease liabilities $ 3,431 $ 2,909
v3.25.0.1
Leases - Financial Obligations and Sublease Payments (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Financing Obligations    
2025 $ 1,255  
2026 1,036  
2027 875  
2028 546  
2029 317  
Thereafter 0  
Total minimum lease payments 4,029  
Less: imputed interest (598)  
Present value of lease liabilities 3,431 $ 2,909
Less: current financing obligations (981) (1,072)
Long-term financing obligations 2,450 $ 1,837
Variable Interest Entity, Primary Beneficiary | Managed Services    
Financing Obligations    
2025 29,571  
2026 23,447  
2027 17,576  
2028 11,913  
2029 7,267  
Thereafter 19,647  
Total minimum lease payments 109,421  
Less: imputed interest (54,123)  
Present value of lease liabilities 55,298  
Less: current financing obligations (11,702)  
Long-term financing obligations $ 43,596  
v3.25.0.1
Stock-Based Compensation and Employee Benefit Plans - Equity Incentive and Stock Plans Narrative (Details) - $ / shares
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Number of outstanding options (in shares) 7,432,821 7,247,624 8,748,309
Weighted average exercise price, outstanding options (in dollars per share) $ 18.72 $ 20.93 $ 20.70
2012 Equity Incentive Plan      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Stock-based compensation vesting period 4 years    
Expiration period 10 years    
2012 Equity Incentive Plan | Class A Common Stock      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Number of outstanding options (in shares) 3,691,919 4,511,074  
Weighted average exercise price, outstanding options (in dollars per share) $ 27.38 $ 27.28  
Number of common stock reserved for issuance (in shares) 0    
2018 Equity Incentive Plan      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Number of additional shares authorized, percent 4.00%    
2018 Equity Incentive Plan | Restricted Stock Units and Performance Stock Units      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Granted (in shares) 12,896,465 9,887,706  
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) 3,740,902 2,736,550  
Weighted average exercise price, outstanding options (in dollars per share) $ 10.14 $ 10.42  
Number of common stock reserved for issuance (in shares) 35,263,475 32,877,906  
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    
v3.25.0.1
Stock-Based Compensation and Employee Benefit Plans - Stock-based Compensation Expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]      
Share-based compensation expense $ 82,995 $ 87,095 $ 113,966
Cost of revenue      
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]      
Share-based compensation expense 16,579 17,504 18,955
Research and development      
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]      
Share-based compensation expense 22,150 27,620 33,956
Sales and marketing      
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]      
Share-based compensation expense 11,224 16,415 18,651
General and administrative      
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]      
Share-based compensation expense $ 33,042 $ 25,556 $ 42,404
v3.25.0.1
Stock-Based Compensation and Employee Benefit Plans - Stock Option Activity (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Number of Shares      
Outstanding, beginning (in shares) 7,247,624 8,748,309  
Exercised (in shares) (307,857) (525,031)  
Granted (in shares) 1,364,348 0 0
Forfeited/Expired (in shares) (871,294) (975,654)  
Outstanding, ending (in shares) 7,432,821 7,247,624 8,748,309
Vested and expected to vest (in shares) 7,143,140    
Exercisable (in shares) 6,093,473    
Weighted Average Exercise Price      
Outstanding, beginning (in dollars per share) $ 20.93 $ 20.70  
Exercised (in dollar per shares) 7.01 6.76  
Granted (in dollars per share) 9.96    
Forfeited/Expired (in dollars per share) 27.45 26.58  
Outstanding, ending (in dollars per share) 18.72 $ 20.93 $ 20.70
Vested and expected to vest (in dollars per share) 19.09    
Exercisable (in dollars per share) $ 20.65    
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]      
Outstanding, remaining contractual life 4 years 1 month 6 days 3 years 9 months 18 days 4 years 7 months 6 days
Outstanding, aggregate intrinsic value $ 53,453 $ 19,446 $ 40,532
Vested and expected to vest, remaining contractual life 3 years 10 months 24 days    
Vested and expected to vest, aggregate intrinsic value $ 49,764    
Exercisable, remaining contractual life 3 years    
Exercisable, aggregate intrinsic value $ 37,014    
v3.25.0.1
Stock-Based Compensation and Employee Benefit Plans - Fair Value of Shares Purchased Under Performance-based Stock Options (Details) - Performance Shares
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Risk-free interest rate (minimum) 3.70%  
Risk-free interest rate (maximum) 4.40%  
Expected term (years) 6 years  
Expected dividend yield 0.00%  
Expected volatility (minimum) 95.30%  
Expected volatility (maximum) 97.10%  
2018 ESPP    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Risk-free interest rate (minimum) 4.10% 4.90%
Risk-free interest rate (maximum) 5.60% 5.60%
Expected dividend yield 0.00% 0.00%
Expected volatility (minimum) 54.10% 54.10%
Expected volatility (maximum) 78.70% 74.10%
2018 ESPP | Maximum    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Expected term (years) 6 months 6 months
2018 ESPP | Minimum    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Expected term (years) 2 years 2 years
v3.25.0.1
Stock-Based Compensation and Employee Benefit Plans - Stock Options Narrative (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Granted (in shares) 1,364,348 0 0
Stock options and awards      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Allocated share-based compensation expense $ 3.2 $ 0.4 $ 7.1
Stock options exercised, intrinsic value 2.1 3.6 3.8
Unrecognized compensation cost related to unvested stock options $ 7.2 $ 0.1  
Expense expected to be recognized over remaining weighted-average period 2 years 1 month 6 days 3 months 18 days  
Cash received $ 2.0 $ 3.6 3.7
Performance Shares      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Granted (in shares) 1,135,000    
Expiration period 10 years    
Stock-based compensation vesting period 3 years    
Requisite service period 4 years    
RSUs      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Allocated share-based compensation expense $ 70.1 71.2 $ 89.4
Stock-based compensation vesting period 5 years    
Unrecognized stock-based compensation cost $ 161.8 $ 113.5  
Expense expected to be recognized over a weighted-average period 2 years 2 months 12 days 2 years  
v3.25.0.1
Stock-Based Compensation and Employee Benefit Plans - Stock Award Activity (Details) - RSUs - $ / shares
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Number of Awards Outstanding    
Unvested balance (in shares) 9,889,341 9,549,035
Granted (in shares) 8,574,481 6,369,823
Vested (in shares) (3,067,129) (4,160,416)
Forfeited (in shares) (1,350,228) (1,869,101)
Cancelled (in shares) (1,150,000)  
Unvested balance (in shares) 12,896,465 9,889,341
Weighted Average Grant Date Fair Value    
Unvested balance (in dollars per share) $ 18.25 $ 19.99
Granted (in dollars per share) 15.66 17.33
Vested (in dollars per share) 19.61 19.55
Forfeited (in dollars per share) 18.60 21.12
Cancelled (in dollars per share) 17.44  
Unvested balance (in dollars per share) $ 16.29 $ 18.25
v3.25.0.1
Stock-Based Compensation and Employee Benefit Plans - Stock Awards Narrative (Details) - RSUs - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Allocated share-based compensation expense $ 70.1 $ 71.2 $ 89.4
Unrecognized stock-based compensation cost $ 161.8 $ 113.5  
Expense expected to be recognized over a weighted-average period 2 years 2 months 12 days 2 years  
v3.25.0.1
Stock-Based Compensation and Employee Benefit Plans - Executive Awards Narrative (Details)
$ in Millions
 12 Months Ended
Dec. 18, 2024
USD ($)
shares
Feb. 15, 2023
Dec. 31, 2024
USD ($)
shares
Dec. 31, 2023
USD ($)
shares
Dec. 31, 2022
USD ($)
tranche
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Cancelled/Forfeited (in shares)     3,371,522 2,774,990  
Granted (in shares)     9,933,957 6,290,060  
Share-based payment arrangement, number of awards included in one-time grant 2        
2021 Executive Awards          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Stock-based compensation vesting period 3 years        
2022 Executive Award          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Share-based payment arrangement, number of tranche | tranche         3
Performance Stock Units          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Stock-based compensation post-vesting holding period     2 years    
Expected volatility rate     71.20%    
Risk free interest rate     1.60%    
Expected dividend yield     0.00%    
Performance Stock Units | 2021 Executive Awards          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Cancelled/Forfeited (in shares) 1,150,000        
Performance Stock Units | 2025 Equity Package          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Vested (in shares) 1,500,000        
Granted (in shares) 600,000        
Stock-based compensation vesting period 3 years        
Stock-based compensation threshold target percentage 3        
Performance Stock Units | 2025 Equity Package | Tranche One          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Granted (in shares) 300,000        
Performance Stock Units | 2025 Equity Package | Share-Based Compensation, Tranche Two          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Granted (in shares) 300,000        
Performance Stock Units | 2024 Executive Awards | Minimum          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Stock-based compensation vesting period     1 year    
Performance Stock Units | 2024 Executive Awards | Maximum          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Stock-based compensation vesting period     3 years    
Performance Stock Units | 2023 Executive Awards | Tranche One          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Stock-based compensation vesting period   3 years      
Performance Stock Units | 2023 Executive Awards | Tranche Two          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Stock-based compensation vesting period   1 year      
RSUs          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Vested (in shares)     3,067,129 4,160,416  
Stock-based compensation vesting period     5 years    
Allocated share-based compensation expense | $     $ 70.1 $ 71.2 $ 89.4
RSUs | 2025 Equity Package          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Vested (in shares) 500,000        
Stock-based compensation vesting period 3 years        
RSUs | 2024 Executive Awards | Minimum          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Stock-based compensation vesting period     2 years    
RSUs | 2024 Executive Awards | Maximum          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Stock-based compensation vesting period     4 years    
Time Based Stock Options | 2024 Executive Awards          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Stock-based compensation vesting period     3 years    
Time Based Stock Options | 2023 Executive Awards          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Stock-based compensation vesting period   3 years      
Performance Based Stock Options | 2024 Executive Awards | Minimum          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Stock-based compensation vesting period     3 years    
Performance Based Stock Options | 2024 Executive Awards | Maximum          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Stock-based compensation vesting period     4 years    
Performance Stock Unit And Performance-Based Stock Options | 2024 Executive Awards          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Stock-based compensation threshold target percentage     1    
Stock-based compensation threshold vesting percentage     0.50    
Stock-based compensation potential granted percentage     1.50    
Restricted Stock Units, Performance Stock Units and Performance Shares | 2024 Executive Awards          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Unamortized compensation expense | $     $ 66.8    
Restricted Stock Units and Performance Stock Units | 2023 Executive Awards          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Unamortized compensation expense | $     1.8 7.0  
Restricted Stock Units and Performance Stock Units | 2022 Executive Award          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Unamortized compensation expense | $     1.0 6.2  
Restricted Stock Units and Performance Stock Units | 2021 Executive Award          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Unamortized compensation expense | $     3.7 $ 8.2  
Replacement Awards | 2024 Executive Awards          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Share-based payment arrangement, plan modification, incremental cost | $ $ 42.4        
Share-based compensation arrangement by share-based payment award, equity instruments other than options, cancelled in period, fair value | $ $ 57.6        
Allocated share-based compensation expense | $     $ 7.6    
v3.25.0.1
Stock-Based Compensation and Employee Benefit Plans - Number of Shares Available for Grant (Details) - shares
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Options/ RSUs Available for Grant    
Beginning balance (in shares) 32,877,906 28,340,641
Added to plan (in shares) 9,674,114 8,948,255
Granted (in shares) 9,933,957 6,290,060
Cancelled/Forfeited (in shares) 3,371,522 2,774,990
Expired (in shares) (726,110) (895,920)
Ending Balance (in shares) 35,263,475 32,877,906
v3.25.0.1
Stock-Based Compensation and Employee Benefit Plans - Employee Stock Purchase Plan (Details) - 2018 ESPP
 1 Months Ended 12 Months Ended
Apr. 30, 2018
shares
Dec. 31, 2024
USD ($)
shares
Dec. 31, 2023
USD ($)
shares
Dec. 31, 2022
USD ($)
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Number of common stock reserved for issuance (in shares)   16,573,157 15,204,584  
Employee stock ownership plan (ESOP), compensation expense (reversal) | $   $ 5,900,000 $ 15,500,000 $ 16,200,000
Number of shares issued (in shares)   1,049,955 875,695 759,744
Number of additional shares authorized (in shares)   2,418,528 2,239,563 12,055,792
Unrecognized stock-based compensation cost | $   $ 5,900,000 $ 8,800,000  
Expense expected to be recognized over a weighted-average period   9 months 18 days 9 months 18 days  
Employee Stock        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Number of share maximum per employee (in shares)   2,500    
Purchase period   6 months    
Employee subscription amount | $   $ 25,000    
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%    
v3.25.0.1
Portfolio Financings (Details)
 1 Months Ended 2 Months Ended 12 Months Ended
Aug. 25, 2023
MW
Aug. 24, 2023
USD ($)
Aug. 10, 2023
USD ($)
Nov. 22, 2022
MW
Nov. 02, 2022
USD ($)
Jun. 14, 2022
MW
Dec. 31, 2024
USD ($)
entity
MW
Nov. 21, 2022
USD ($)
Jun. 13, 2022
USD ($)
Dec. 31, 2024
USD ($)
entity
MW
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Nov. 01, 2022
Variable Interest Entity [Line Items]                          
Number of entities | entity             6     6      
Energy servers portfolio, power | MW             100            
Repayment of debt                   $ 0 $ 0 $ 6,553,000  
Loss on extinguishment of debt                   27,182,000 4,288,000 8,955,000  
Total revenue [1]                   1,473,856,000 1,333,470,000 1,199,125,000  
Total cost of revenue [2]                   1,069,208,000 1,135,676,000 1,050,837,000  
Impairment of assets                   0 130,088,000 113,514,000  
Depreciation and amortization                   53,048,000 62,609,000 61,608,000  
Net cash provided by financing activities                   175,207,000 683,349,000 211,364,000  
General and administrative [3]                   165,105,000 160,875,000 167,740,000  
Aggregate purchase price of transaction amount         $ 8,000,000                
Buyout of noncontrolling interest     $ 6,900,000               6,864,000 12,000,000  
Deferred revenue             $ 66,304,000     66,304,000 72,328,000    
Net income (loss) attributable to noncontrolling interest                   2,024,000 (5,821,000) (13,378,000)  
Payments to acquire additional interest in subsidiaries                   $ 0 2,265,000 6,854,000  
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income [Extensible Enumeration]                   Other income (expense), net      
Sales-type lease, selling profit             3,600,000            
Lease payment receivables, net             $ 5,100,000     $ 5,100,000      
New Project Company                          
Variable Interest Entity [Line Items]                          
Subsidiary, ownership percentage, parent             100.00%     100.00%      
Senior Secured Notes Due June 2031, Non-Recourse | Senior Secured Notes | PPA Company 5                          
Variable Interest Entity [Line Items]                          
Accrued interest   $ 500,000                      
Additional Paid-In Capital                          
Variable Interest Entity [Line Items]                          
Buyout of noncontrolling interest     $ 11,500,000   $ 48,100,000           (11,482,000) 24,350,000  
PPA Company 5                          
Variable Interest Entity [Line Items]                          
Interest owns percentage         70.00%               10.00%
Product                          
Variable Interest Entity [Line Items]                          
Total revenue [1]                   $ 1,085,153,000 975,245,000 880,664,000  
Total cost of revenue [2]                   685,847,000 630,105,000 616,178,000  
Installation                          
Variable Interest Entity [Line Items]                          
Total revenue [1]                   122,318,000 92,796,000 92,120,000  
Total cost of revenue [2]                   129,446,000 105,735,000 104,111,000  
Electricity                          
Variable Interest Entity [Line Items]                          
Total revenue [1]                   52,843,000 82,364,000 75,387,000  
Total cost of revenue [2]                   38,954,000 178,909,000 162,057,000  
Service                          
Variable Interest Entity [Line Items]                          
Total revenue [1]                   213,542,000 183,065,000 150,954,000  
Total cost of revenue [2]                   214,961,000 220,927,000 168,491,000  
Discontinued Operations, Held-for-Sale or Disposed of by Sale | Energy Server Systems                          
Variable Interest Entity [Line Items]                          
Impairment of assets             $ 74,400,000            
Disposal group, including discontinued operation, property, plant and equipment             1,500,000     1,500,000      
Disposal group, including discontinued operation, consideration             59,400,000     59,400,000      
Disposal group, not discontinued operation, gain (loss) on disposal             $ 146,200,000            
Discontinued operation, provision for loss (gain) on disposal, net of tax                   12,400,000      
Variable Interest Entity, Primary Beneficiary                          
Variable Interest Entity [Line Items]                          
Impairment of assets                   $ 87,000,000.0 2,300,000    
Variable Interest Entity, Primary Beneficiary | PPA 3A Upgrade                          
Variable Interest Entity [Line Items]                          
Impairment of assets                       44,800,000  
Variable Interest Entity, Primary Beneficiary | PPA 4A Upgrade                          
Variable Interest Entity [Line Items]                          
Impairment of assets                       64,000,000.0  
Variable Interest Entity, Primary Beneficiary | PPA Company 5                          
Variable Interest Entity [Line Items]                          
Impairment of assets                     123,700,000    
Variable Interest Entity, Primary Beneficiary | Installation | PPA V Upgrade                          
Variable Interest Entity [Line Items]                          
Total cost of revenue                     13,200,000    
Variable Interest Entity, Primary Beneficiary | PPA Company 3a                          
Variable Interest Entity [Line Items]                          
Energy servers portfolio, power | MW           9.8       9.8      
Repayment of debt                 $ 30,600,000        
Loss on extinguishment of debt                 4,200,000        
Net (gain) loss on failed sale-and-leaseback transactions                 1,800,000        
Make-whole payment                 $ 2,400,000        
Net cash provided by financing activities                   $ 0 0 (32,600,000)  
Repayments of debt                       30,200,000  
Payment for debt extinguishment                       2,400,000  
Variable Interest Entity, Primary Beneficiary | PPA Company 3a | PPA 3A Upgrade                          
Variable Interest Entity [Line Items]                          
Loss on extinguishment of debt                       4,200,000  
Variable Interest Entity, Primary Beneficiary | PPA Company 3a | Product | PPA 3A Upgrade                          
Variable Interest Entity [Line Items]                          
Total revenue                   2,300,000 3,500,000 49,800,000  
Total cost of revenue                       21,800,000  
Variable Interest Entity, Primary Beneficiary | PPA Company 3a | Installation | PPA 3A Upgrade                          
Variable Interest Entity [Line Items]                          
Total revenue                     400,000 4,600,000  
Total cost of revenue                   $ 0 100,000 3,200,000  
Variable Interest Entity, Primary Beneficiary | PPA Company 3a | Electricity | PPA 3A Upgrade                          
Variable Interest Entity [Line Items]                          
Total cost of revenue                       45,000,000.0  
Depreciation and amortization                       200,000  
Variable Interest Entity, Primary Beneficiary | PPA Company 3a | Service | PPA 3A Upgrade                          
Variable Interest Entity [Line Items]                          
Total cost of revenue                       700,000  
Variable Interest Entity, Primary Beneficiary | PPA Company 3a | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Sale Of Project Company                          
Variable Interest Entity [Line Items]                          
Percent interest sold           100.00%              
Variable Interest Entity, Primary Beneficiary | PPA Company 4a                          
Variable Interest Entity [Line Items]                          
Energy servers portfolio, power | MW       19.3           19.3      
Repayment of debt               $ 70,900,000          
Loss on extinguishment of debt               4,700,000          
Net (gain) loss on failed sale-and-leaseback transactions               600,000          
Make-whole payment               $ 4,100,000          
Net cash provided by financing activities                   $ 0 0 (74,600,000)  
Repayments of debt                       70,500,000  
Payment for debt extinguishment                       4,100,000  
Payments to acquire equity interest         $ 4,000,000                
Variable Interest Entity, Primary Beneficiary | PPA Company 4a | PPA 4A Upgrade                          
Variable Interest Entity [Line Items]                          
Loss on extinguishment of debt                       4,700,000  
General and administrative                       4,700,000  
Buyout of equity interest                       23,700,000  
Variable Interest Entity, Primary Beneficiary | PPA Company 4a | Product | PPA 4A Upgrade                          
Variable Interest Entity [Line Items]                          
Total revenue                     (3,400,000) 102,300,000  
Total cost of revenue                     100,000 37,400,000  
Variable Interest Entity, Primary Beneficiary | PPA Company 4a | Installation | PPA 4A Upgrade                          
Variable Interest Entity [Line Items]                          
Total revenue                     10,000,000.0    
Total cost of revenue                     6,600,000    
Variable Interest Entity, Primary Beneficiary | PPA Company 4a | Electricity | PPA 4A Upgrade                          
Variable Interest Entity [Line Items]                          
Total revenue                     6,100,000 1,400,000  
Total cost of revenue                       64,300,000  
Depreciation and amortization                       $ 300,000  
Variable Interest Entity, Primary Beneficiary | PPA Company 4a | Service | PPA 4A Upgrade                          
Variable Interest Entity [Line Items]                          
Total revenue                     1,800,000    
Variable Interest Entity, Primary Beneficiary | PPA Company 4a | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Sale Of Project Company                          
Variable Interest Entity [Line Items]                          
Percent interest sold       100.00%                  
Variable Interest Entity, Primary Beneficiary | PPA Company 5                          
Variable Interest Entity [Line Items]                          
Energy servers portfolio, power | MW 37.1                 37.1      
Repayment of debt   119,000,000                      
Loss on extinguishment of debt   $ 1,400,000                      
Net cash provided by financing activities                   $ 0 (109,300,000)    
Repayments of debt                     118,500,000    
Variable Interest Entity, Primary Beneficiary | PPA Company 5 | PPA V Upgrade                          
Variable Interest Entity [Line Items]                          
Loss on extinguishment of debt                     1,400,000    
Depreciation and amortization                     400,000    
General and administrative                     6,400,000    
Interest expense, other                     300,000    
Net income (loss) attributable to noncontrolling interest                     (1,000,000.0)    
Variable Interest Entity, Primary Beneficiary | PPA Company 5 | Product | PPA V Upgrade                          
Variable Interest Entity [Line Items]                          
Total revenue                   (100,000) 176,200,000    
Total cost of revenue                     75,300,000    
Variable Interest Entity, Primary Beneficiary | PPA Company 5 | Installation | PPA V Upgrade                          
Variable Interest Entity [Line Items]                          
Total revenue                     14,800,000    
Total cost of revenue                   (800,000)      
Variable Interest Entity, Primary Beneficiary | PPA Company 5 | Electricity                          
Variable Interest Entity [Line Items]                          
Total revenue                     6,100,000    
Total cost of revenue                     125,600,000    
Deferred revenue                     5,000,000    
Variable Interest Entity, Primary Beneficiary | PPA Company 5 | Service                          
Variable Interest Entity [Line Items]                          
Total revenue                     $ 2,600,000    
Variable Interest Entity, Primary Beneficiary | PPA Company 5 | Service | PPA V Upgrade                          
Variable Interest Entity [Line Items]                          
Total revenue                   10,900,000      
Variable Interest Entity, Primary Beneficiary | PPA Company 5 | Disposal Group, Disposed of by Sale, Not Discontinued Operations                          
Variable Interest Entity [Line Items]                          
Percent interest sold 100.00%                        
Variable Interest Entity, Primary Beneficiary | PPA Company 4 | Product | PPA 4 Upgrade                          
Variable Interest Entity [Line Items]                          
Total revenue                   400,000      
Variable Interest Entity, Primary Beneficiary | PPA Company 4 | Installation | PPA 4 Upgrade                          
Variable Interest Entity [Line Items]                          
Total cost of revenue                   200,000      
Variable Interest Entity, Primary Beneficiary | PPA Company 4 | Service | PPA 4 Upgrade                          
Variable Interest Entity [Line Items]                          
Total revenue                   $ 2,300,000      
[1] Including related party revenue of $338.6 million, $487.2 million and $36.3 million for the years ended December 31, 2024, 2023 and 2022, respectively.
[2] Including related party cost of revenue of $0.2 million and $0.1 million for the years ended December 31, 2024, and 2023, respectively. There was no related party cost of revenue for the year ended December 31, 2022.
[3] Including related party general and administrative expenses of $0.7 million and $0.8 million for the years ended December 31, 2024, and 2023, respectively. There were no related party general and administrative expenses for the year ended December 31, 2022.
v3.25.0.1
Related Party Transactions - Narrative (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Sep. 23, 2023
Nov. 08, 2022
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Related Party Transaction [Line Items]          
Preferred stock, par or stated (in dollars per share)     $ 0.0001 $ 0.0001  
Total revenue [1]     $ 1,473,856 $ 1,333,470 $ 1,199,125
Non-recourse debt     $ 1,128,792 $ 846,633  
Class A Common Stock | SK Ecoplant          
Related Party Transaction [Line Items]          
Interest owns percentage     10.30% 10.50%  
Class A Common Stock | SK Ecoplant          
Related Party Transaction [Line Items]          
Shares converted (in shares)   10,000,000      
Series A Redeemable Convertible Preferred Stock          
Related Party Transaction [Line Items]          
Preferred stock, par or stated (in dollars per share)   $ 0.0001      
SK Ecoplant | Series B Preferred Stock          
Related Party Transaction [Line Items]          
Shares converted (in shares) 13,491,701        
Related Party          
Related Party Transaction [Line Items]          
Total revenue     $ 338,602 $ 487,240 36,281
Non-recourse debt     4,057 4,627  
Related Party | SK Ecoplant          
Related Party Transaction [Line Items]          
Total revenue     40,200 37,300 $ 36,300
Accounts receivable     2,500 19,600  
Non-recourse debt     $ 4,100 $ 4,600  
Related Party | Series B Preferred Stock          
Related Party Transaction [Line Items]          
Shares converted (in shares) 13,491,701        
Shares sold in offering (in shares)   13,491,701      
Related Party | Series B Preferred Stock | SK Ecoplant          
Related Party Transaction [Line Items]          
Percentage of ownership after transaction   51.67%      
Related Party | Series B Preferred Stock | Blooming Green Energy          
Related Party Transaction [Line Items]          
Percentage of ownership after transaction   48.33%      
Related Party | Class A Common Stock          
Related Party Transaction [Line Items]          
Shares sold in offering (in shares)     23,491,701    
Related Party | Series A Redeemable Convertible Preferred Stock          
Related Party Transaction [Line Items]          
Shares converted (in shares)   10,000,000      
Shares sold in offering (in shares)   10,000,000      
Conversion of Series B redeemable convertible preferred stock (in shares)   10,000,000      
[1] Including related party revenue of $338.6 million, $487.2 million and $36.3 million for the years ended December 31, 2024, 2023 and 2022, respectively.
v3.25.0.1
Related Party Transactions - Results of Operations (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
loan
Dec. 31, 2022
USD ($)
Related Party Transaction [Line Items]      
Total revenue from related parties [1] $ 1,473,856 $ 1,333,470 $ 1,199,125
Cost of product revenue [2] 1,069,208 1,135,676 1,050,837
General and administrative expenses [3] 165,105 160,875 167,740
Interest expense 62,600 108,300 53,500
SK Ecoplant      
Related Party Transaction [Line Items]      
Interest expense   $ 52,800  
SK Ecoplant | Korean Joint Venture      
Related Party Transaction [Line Items]      
Number of term loans | loan   2  
Related Party      
Related Party Transaction [Line Items]      
Total revenue from related parties 338,602 $ 487,240 36,281
Cost of product revenue 163 133 0
General and administrative expenses 683 812 0
Interest expense 203 84 0
Related Party | SK Ecoplant      
Related Party Transaction [Line Items]      
Total revenue from related parties $ 40,200 $ 37,300 $ 36,300
[1] Including related party revenue of $338.6 million, $487.2 million and $36.3 million for the years ended December 31, 2024, 2023 and 2022, respectively.
[2] Including related party cost of revenue of $0.2 million and $0.1 million for the years ended December 31, 2024, and 2023, respectively. There was no related party cost of revenue for the year ended December 31, 2022.
[3] Including related party general and administrative expenses of $0.7 million and $0.8 million for the years ended December 31, 2024, and 2023, respectively. There were no related party general and administrative expenses for the year ended December 31, 2022.
v3.25.0.1
Related Party Transactions - Related Party Transactions and Balances (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
USD ($)
loan
Dec. 31, 2024
USD ($)
Related Party Transaction [Line Items]    
Accounts receivable [1],[2] $ 340,740 $ 335,841
Contract assets [3] 41,366 145,162
Deferred cost of revenue, current [4] 45,984 58,792
Prepaid Expense and Other Assets, Current [1],[5] 51,148 46,203
Operating lease right-of-use assets [1],[6] 139,732 122,489
Other long-term assets (Note 17) [1],[7] 50,208 46,136
Accounts payable [1],[8] 132,078 92,704
Accrued warranty [9] 19,326 16,559
Accrued expenses and other current liabilities [1],[10] 130,879 138,450
Deferred revenue and customer deposits, current [1],[11] 128,922 243,314
Operating lease liabilities, current [1],[12] 20,245 19,642
Operating lease liabilities, non-current [1],[13] 141,939 124,523
Non-recourse debt 846,633 1,128,792
SK Ecoplant    
Related Party Transaction [Line Items]    
Accounts receivable 19,567 2,515
Prepaid Expense and Other Assets, Current 644 3,361
Operating lease right-of-use assets 2,138 1,663
Other long-term assets (Note 17) 46 40
Accounts payable 3,480 7,693
Accrued expenses and other current liabilities 2,347 2,154
Operating lease liabilities, current 440 442
Operating lease liabilities, non-current $ 1,617 977
SK Ecoplant | Korean Joint Venture    
Related Party Transaction [Line Items]    
Number of term loans | loan 2  
Related Party    
Related Party Transaction [Line Items]    
Accounts receivable $ 262,031 93,510
Contract assets 6,872 800
Deferred cost of revenue, current 875 0
Prepaid Expense and Other Assets, Current 2,257 1,215
Operating lease right-of-use assets 2,031 1,385
Other long-term assets (Note 17) 9,069 8,776
Accounts payable 77 0
Accrued warranty 1,260 1,205
Accrued expenses and other current liabilities 3,427 3,989
Deferred revenue and customer deposits, current 1,707 8,857
Operating lease liabilities, current 440 442
Deferred revenue and customer deposits, long-term 6,709 3,335
Operating lease liabilities, non-current 1,617 977
Non-recourse debt 4,627 4,057
Related Party | SK Ecoplant    
Related Party Transaction [Line Items]    
Non-recourse debt $ 4,600 $ 4,100
[1] We have variable interest entity related to a joint venture in the Republic of Korea (see Note 17 — SK ecoplant Strategic Investment), which represents a portion of the consolidated balances recorded within these financial statement line items.
[2] Including amounts from related parties of $93.5 million and $262.0 million as of December 31, 2024, and 2023, respectively.
[3] Including amounts from related parties of $0.8 million and $6.9 million as of December 31, 2024, and 2023, respectively.
[4] Including amounts from related parties of $0.9 million as of December 31, 2023. There were no related party balances as of December 31, 2024.
[5] Including amounts from related parties of $1.2 million and $2.3 million as of December 31, 2024, and 2023, respectively.
[6] Including amounts from related parties of $1.4 million and $2.0 million as of December 31, 2024, and 2023, respectively.
[7] Including amounts from related parties of $8.8 million and $9.1 million as of December 31, 2024, and 2023, respectively.
[8] Including amounts from related parties of $0.1 million as of December 31, 2023. There were no related party balances as of December 31, 2024.
[9] Including amounts from related parties of $1.2 million and $1.3 million as of December 31, 2024, and 2023, respectively.
[10] Including amounts from related parties of $4.0 million and $3.4 million as of December 31, 2024, and 2023, respectively.
[11] Including amounts from related parties of $8.9 million and $1.7 million as of December 31, 2024, and 2023, respectively.
[12] Including amounts from related parties of $0.4 million and $0.4 million as of December 31, 2024, and 2023, respectively.
[13] Including amounts from related parties of $1.0 million and $1.6 million as of December 31, 2024, and 2023, respectively.
v3.25.0.1
Restructuring - Narrative (Details)
 1 Months Ended 12 Months Ended
Oct. 28, 2023
employee
Oct. 31, 2023
employee
contractor
Sep. 30, 2023
employee
contractor
Dec. 31, 2024
USD ($)
employee
contractor
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Restructuring Cost and Reserve [Line Items]            
Restructuring accruals       $ 0 $ 9,300,000  
Severance costs         5,300,000  
Business exit costs       0 2,600,000  
Other restructuring costs         1,400,000  
Restructuring reserve       341,000 3,793,000 $ 0
Restructuring reserve, current       $ 300,000 800,000  
Restructuring Charges, Statement of Income or Comprehensive Income [Extensible Enumeration]       General and administrative    
Full-Time Employees            
Restructuring Cost and Reserve [Line Items]            
Restructuring and related cost, number of positions eliminated | employee 61 71 74 145    
Contractors            
Restructuring Cost and Reserve [Line Items]            
Restructuring and related cost, number of positions eliminated | contractor   8 48 56    
Other            
Restructuring Cost and Reserve [Line Items]            
Restructuring reserve       $ 341,000 752,000 0
Severance            
Restructuring Cost and Reserve [Line Items]            
Restructuring reserve       $ 0 $ 464,000 $ 0
v3.25.0.1
Restructuring - Restructuring Charges and Payments and Other Deductions (Details) - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Restructuring Reserve [Roll Forward]    
Beginning balance $ 3,793,000 $ 0
Restructuring accruals 52,000 9,166,000
Payments (3,504,000) (5,373,000)
Ending balance 341,000 3,793,000
Facility Closure    
Restructuring Reserve [Roll Forward]    
Beginning balance 2,577,000 0
Restructuring accruals (35,000) 2,611,000
Payments (2,542,000) (34,000)
Ending balance 0 2,577,000
Severance    
Restructuring Reserve [Roll Forward]    
Beginning balance 464,000 0
Restructuring accruals (385,000) 5,306,000
Payments (79,000) (4,842,000)
Ending balance 0 464,000
Other    
Restructuring Reserve [Roll Forward]    
Beginning balance 752,000 0
Restructuring accruals 472,000 1,249,000
Payments (883,000) (497,000)
Ending balance $ 341,000 $ 752,000
v3.25.0.1
Restructuring - Restructuring Cost (Details) - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Restructuring Cost and Reserve [Line Items]      
Cost of product revenue [1] $ 1,069,208,000 $ 1,135,676,000 $ 1,050,837,000
Operating expenses:      
Research and development 148,629,000 155,865,000 150,606,000
Sales and marketing 68,005,000 89,961,000 90,934,000
General and administrative [2] 165,105,000 160,875,000 167,740,000
Total 0 9,300,000  
2023 Restructuring Plan      
Operating expenses:      
Research and development   1,609,000  
Sales and marketing   1,679,000  
General and administrative   2,467,000  
Total   9,323,000  
Product      
Restructuring Cost and Reserve [Line Items]      
Cost of product revenue [1] 685,847,000 630,105,000 616,178,000
Product | 2023 Restructuring Plan      
Restructuring Cost and Reserve [Line Items]      
Cost of product revenue   2,976,000  
Installation      
Restructuring Cost and Reserve [Line Items]      
Cost of product revenue [1] 129,446,000 105,735,000 104,111,000
Installation | 2023 Restructuring Plan      
Restructuring Cost and Reserve [Line Items]      
Cost of product revenue   71,000  
Service      
Restructuring Cost and Reserve [Line Items]      
Cost of product revenue [1] $ 214,961,000 220,927,000 $ 168,491,000
Service | 2023 Restructuring Plan      
Restructuring Cost and Reserve [Line Items]      
Cost of product revenue   $ 521,000  
[1] Including related party cost of revenue of $0.2 million and $0.1 million for the years ended December 31, 2024, and 2023, respectively. There was no related party cost of revenue for the year ended December 31, 2022.
[2] Including related party general and administrative expenses of $0.7 million and $0.8 million for the years ended December 31, 2024, and 2023, respectively. There were no related party general and administrative expenses for the year ended December 31, 2022.
v3.25.0.1
Commitments and Contingencies - (Details)
 1 Months Ended 12 Months Ended
Jan. 06, 2023
USD ($)
Dec. 31, 2024
USD ($)
MW
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2019
USD ($)
Mar. 19, 2024
claim
Sep. 30, 2023
USD ($)
Operating Leased Assets [Line Items]                
Purchase obligation   $ 0 $ 0 $ 0        
PPA expenses     21,200,000 25,900,000 $ 12,100,000      
Restricted cash   $ 148,120,000 148,120,000 80,585,000        
Energy servers portfolio, power | MW   100            
Restricted cash, non-current [1]   $ 37,498,000 37,498,000 33,764,000        
Number of claims | claim             2  
Settlement amount $ 3,000,000              
Letter of Credit | Line of Credit                
Operating Leased Assets [Line Items]                
Maximum borrowing capacity   100,000,000.0 100,000,000.0          
Variable Interest Entity, Primary Beneficiary                
Operating Leased Assets [Line Items]                
Restricted cash   131,200,000 131,200,000 32,600,000        
Variable Interest Entity, Primary Beneficiary | PPA II                
Operating Leased Assets [Line Items]                
Restricted cash   9,500,000 9,500,000 40,400,000        
Variable Interest Entity, Primary Beneficiary | PPA Company 5                
Operating Leased Assets [Line Items]                
Restricted cash, non-current   $ 7,400,000 $ 7,400,000 $ 7,600,000        
Variable Interest Entity, Primary Beneficiary | PPA Company 5 | KOREA, REPUBLIC OF                
Operating Leased Assets [Line Items]                
Restricted cash               $ 60,400,000
Variable Interest Entity, Primary Beneficiary | PPA IIIB                
Operating Leased Assets [Line Items]                
Restricted cash           $ 20,000,000.0    
Restricted cash, pledged as collateral, term           7 years    
[1] We have variable interest entity related to a joint venture in the Republic of Korea (see Note 17 — SK ecoplant Strategic Investment), which represents a portion of the consolidated balances recorded within these financial statement line items.
v3.25.0.1
Segment Information (Details)
 12 Months Ended
Dec. 31, 2024
segment
Segment Reporting [Abstract]  
Number of reportable segment 1
v3.25.0.1
Income Taxes - Domestic and Foreign Components of Income (Loss) Before Income Taxes (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Income Tax Disclosure [Abstract]      
United States $ (29,969) $ (310,243) $ (320,107)
Foreign 3,612 4,200 6,118
Loss before income taxes $ (26,357) $ (306,043) $ (313,989)
v3.25.0.1
Income Taxes - Provisions/ Benefit (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Current:      
State $ (13) $ 246 $ 374
Foreign 1,182 1,640 1,158
Total current 1,169 1,886 1,532
Deferred:      
Foreign (323) 8 (435)
Total deferred (323) 8 (435)
Provision for income taxes $ 846 $ 1,894 $ 1,097
v3.25.0.1
Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Income Tax Disclosure [Abstract]      
Tax at federal statutory rate $ (5,534) $ (64,270) $ (65,922)
State taxes, net of federal effect (13) 246 374
Impact of noncontrolling interest (425) 1,222 2,872
Non-U.S. tax effect 392 1,067 (387)
Nondeductible expenses and losses 1,349 5,239 2,258
Stock-based compensation 9,479 3,222 7,019
Loss on debt extinguishment 5,458 0 0
U.S. tax on foreign earnings (GILTI) 428 86 2,525
(Gain) loss on SK Equity Transaction 0 11,811 (3,932)
Change in valuation allowance (10,288) 43,271 56,290
Provision for income taxes $ 846 $ 1,894 $ 1,097
v3.25.0.1
Income Taxes - Narrative (Details) - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Tax Credit Carryforward [Line Items]      
Income tax expense (benefit) $ 846,000 $ 1,894,000 $ 1,097,000
Pre-tax loss $ 26,357,000 $ 306,043,000 $ 313,989,000
Effective income tax rate (3.20%) (0.60%) (0.30%)
Valuation allowance $ 816,257,000 $ 831,597,000  
Increase in valuation allowance (15,300,000) 73,400,000  
Uncertain tax positions increase 5,800,000    
Unrecognized tax benefits that would impact valuation allowance 59,600,000    
Interest and penalties accrued 0 $ 0  
Domestic Tax Authority      
Tax Credit Carryforward [Line Items]      
Operating loss carryforwards 2,200,000,000    
Tax credit carryforwards 50,100,000    
Domestic Tax Authority | Research Tax Credit Carryforward      
Tax Credit Carryforward [Line Items]      
Tax credit carryforwards 43,400,000    
Domestic Tax Authority | Investment Tax Credit Carryforward      
Tax Credit Carryforward [Line Items]      
Tax credit carryforwards 6,600,000    
State and Local Jurisdiction      
Tax Credit Carryforward [Line Items]      
Operating loss carryforwards 1,500,000,000    
Operating loss carryforwards, subject to expiration 403,900,000    
Tax credit carryforwards 20,600,000    
State and Local Jurisdiction | Research Tax Credit Carryforward      
Tax Credit Carryforward [Line Items]      
Tax credit carryforwards 20,600,000    
Foreign Tax Jurisdiction | JAPAN      
Tax Credit Carryforward [Line Items]      
Operating loss carryforwards, subject to expiration 7,900,000    
Foreign Tax Jurisdiction | KOREA, REPUBLIC OF      
Tax Credit Carryforward [Line Items]      
Operating loss carryforwards, subject to expiration $ 500,000    
v3.25.0.1
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Income Tax Disclosure [Abstract]    
Tax credits and net operating loss carryforwards $ 604,681 $ 574,679
Lease liabilities 103,313 151,470
Depreciation and amortization 14,131 59,790
Deferred revenue 9,603 13,580
Accruals and reserves 29,509 36,096
Research and development expenditures capitalization 71,229 53,991
Stock-based compensation 18,808 19,698
Disallowed Interest expenses 27,873 29,581
Other items — deferred tax assets 2,544 1,695
Gross deferred tax assets 881,691 940,580
Valuation allowance (816,257) (831,597)
Net deferred tax assets 65,434 108,983
Managed services — deferred costs 0 (16,826)
Right-of-use assets and leased assets (60,043) (88,391)
Capitalized Commission (3,503) (2,381)
Gross deferred tax liabilities (63,546) (107,598)
Net deferred tax asset $ 1,888 $ 1,385
v3.25.0.1
Income Taxes - Operating Loss And Credit Carryforwards (Details)
$ in Millions
Dec. 31, 2024
USD ($)
Federal  
Operating Loss Carryforwards [Line Items]  
Operating loss carryforwards $ 2,200.0
Tax credit carryforwards 50.1
Federal | Expire in 2025 - 2029  
Operating Loss Carryforwards [Line Items]  
Operating loss carryforwards 200.0
Tax credit carryforwards 5.3
Federal | Expire in 2030 - 2034  
Operating Loss Carryforwards [Line Items]  
Operating loss carryforwards 900.0
Tax credit carryforwards 8.8
Federal | Expire beginning in 2035  
Operating Loss Carryforwards [Line Items]  
Operating loss carryforwards 500.0
Tax credit carryforwards 36.0
Federal | Carryforward indefinitely  
Operating Loss Carryforwards [Line Items]  
Operating loss carryforwards 600.0
Tax credit carryforwards 0.0
California  
Operating Loss Carryforwards [Line Items]  
Operating loss carryforwards 1,500.0
Tax credit carryforwards 20.6
California | Expire in 2025 - 2029  
Operating Loss Carryforwards [Line Items]  
Operating loss carryforwards 200.0
Tax credit carryforwards 0.0
California | Expire in 2030 - 2034  
Operating Loss Carryforwards [Line Items]  
Operating loss carryforwards 600.0
Tax credit carryforwards 0.0
California | Expire beginning in 2035  
Operating Loss Carryforwards [Line Items]  
Operating loss carryforwards 700.0
Tax credit carryforwards 0.0
California | Carryforward indefinitely  
Operating Loss Carryforwards [Line Items]  
Operating loss carryforwards 0.0
Tax credit carryforwards $ 20.6
v3.25.0.1
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]      
Unrecognized tax benefits beginning balance $ 58,157 $ 48,389 $ 42,010
Gross decrease for tax positions of prior year (145) (152) (55)
Gross increase for tax positions of prior year 0 1,307 0
Gross increase for tax positions of current year 5,939 8,613 6,434
Unrecognized tax benefits end balance $ 63,951 $ 58,157 $ 48,389
v3.25.0.1
Net Loss per Share Available to Common Stockholders - Narrative (Details) - shares
 12 Months Ended
Jul. 27, 2023
Aug. 10, 2022
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]          
Antidilutive securities (in shares)     61,345,000 49,133,000 28,391,000
Class A Common Stock          
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]          
Antidilutive securities (in shares)         13,491,701
Class A Common Stock          
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]          
Debt conversion, shares issued (in shares) 1        
SK Ecoplant | Class A Common Stock | Over-Allotment Option          
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]          
Shares sold in offering (in shares)   13,491,701      
v3.25.0.1
Net Loss per Share Available to Common Stockholders - Schedule of Basic and Diluted Net Loss per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Numerator:      
Net loss attributable to common stockholders $ (29,227) $ (302,116) $ (301,708)
Denominator:      
Weighted average shares of common stock, basic (in shares) 227,365 212,681 185,907
Weighted average shares of common stock, diluted (in shares) 227,365 212,681 185,907
Net loss per share available to common stockholders, basic (in dollars per share) $ (0.13) $ (1.42) $ (1.62)
Net loss per share available to common stockholders, diluted (in dollars per share) $ (0.13) $ (1.42) $ (1.62)
v3.25.0.1
Net Loss per Share Available to Common Stockholders - Schedule of Antidilutive Securities (Details) - shares
shares in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities (in shares) 61,345 49,133 28,391
Convertible notes      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities (in shares) 55,020 35,327 14,187
Redeemable convertible preferred stock      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities (in shares) 0 9,795 8,521
Stock options and awards      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities (in shares) 6,325 4,011 5,683
v3.25.0.1
SK ecoplant Strategic Investment - Narrative (Details)
$ / shares in Units, $ in Thousands
 1 Months Ended 2 Months Ended 3 Months Ended 12 Months Ended
Sep. 23, 2023
USD ($)
shares
Mar. 31, 2023
USD ($)
Mar. 20, 2023
USD ($)
$ / shares
shares
Nov. 08, 2022
shares
Aug. 10, 2022
USD ($)
$ / shares
shares
Dec. 29, 2021
USD ($)
shares
Dec. 31, 2023
USD ($)
MW
Sep. 30, 2023
MW
Oct. 31, 2021
USD ($)
$ / shares
shares
Dec. 29, 2021
USD ($)
Mar. 31, 2023
USD ($)
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Jan. 31, 2024
USD ($)
Mar. 30, 2023
USD ($)
Oct. 23, 2021
USD ($)
Schedule of Equity Method Investments [Line Items]                                  
Additional commitment | MW             250                    
Long-term purchase commitment, term             4 years                    
Minimum purchase commitment | MW             500 250                  
Deferred revenue             $ 72,328         $ 66,304 $ 72,328        
Revaluation of derivative contracts                       (694) (1,641) $ 9,583      
Derecognition of the pre-modification forward contract fair value                         76,242        
Reduction to deferred revenue and customer deposits [1]                       (139,868) 42,635 (35,156)      
Over-Allotment Option | SK Ecoplant                                  
Schedule of Equity Method Investments [Line Items]                                  
Offering price per share (in dollars per share) | $ / shares         $ 23.05                        
Revaluation of derivative contracts         $ 9,000                        
Second Tranche Closing                                  
Schedule of Equity Method Investments [Line Items]                                  
Change in fair value     $ 16,100                            
Class A Common Stock | Over-Allotment Option | SK Ecoplant                                  
Schedule of Equity Method Investments [Line Items]                                  
Shares sold in offering (in shares) | shares         13,491,701                        
Series B Preferred Stock | SK Ecoplant                                  
Schedule of Equity Method Investments [Line Items]                                  
Shares converted (in shares) | shares 13,491,701                                
SK Ecoplant | Second Tranche Closing                                  
Schedule of Equity Method Investments [Line Items]                                  
Sale of stock, consideration including loan commitment     403,300                            
SK Ecoplant | Series A Redeemable Convertible Preferred Stock | Initial Investment                                  
Schedule of Equity Method Investments [Line Items]                                  
Shares sold in offering (in shares) | shares           10,000,000     10,000,000                
Korean Joint Venture | SK Ecoplant                                  
Schedule of Equity Method Investments [Line Items]                                  
Interest owns percentage 60.00%                                
Equity method investments                             $ 4,000    
SK Ecoplant                                  
Schedule of Equity Method Investments [Line Items]                                  
Purchase commitment period                 3 years                
Total purchase price $ 310,500                                
Redeemable convertible preferred stock, fair value                 $ 218,000                
Change in fair value                   $ 9,700              
Deferred revenue   $ 0       $ 37,000       $ 37,000 $ 0         $ 24,600  
Revenue recognized                     0     $ 9,600      
Sale of stock, excess consideration, deferred expense                       4,900 3,500        
SK Ecoplant | Option To Acquire Shares                                  
Schedule of Equity Method Investments [Line Items]                                  
Derivative liability         $ 4,200                       $ 9,600
SK Ecoplant | Initial Investment                                  
Schedule of Equity Method Investments [Line Items]                                  
Reduction to deferred revenue and customer deposits     24,600                            
SK Ecoplant | Second Tranche Closing                                  
Schedule of Equity Method Investments [Line Items]                                  
Total purchase price     311,000                            
Deferred revenue     39,500                            
Sale of stock, issuance cost     500                            
Transaction costs     $ 500                            
Loan commitment asset, term     5 years                            
Loan commitment asset, interest rate     4.60%                            
Loan commitment asset             52,800         52,800 52,800        
Sale of stock, consideration including loan commitment     $ 363,800                            
Sale of stock, excess consideration   14,900         11,400       14,900 10,000 11,400        
Loan commitment asset, current             5,300           5,300        
Loan commitment asset, noncurrent             47,500           47,500        
SK Ecoplant | Second Tranche Closing | Prepaid Expenses and Other Current Assets                                  
Schedule of Equity Method Investments [Line Items]                                  
Sale of stock, excess consideration   8,200         2,300       8,200 1,200 2,300        
SK Ecoplant | Second Tranche Closing | Other long-term assets                                  
Schedule of Equity Method Investments [Line Items]                                  
Sale of stock, excess consideration   6,700         $ 9,100       $ 6,700 $ 8,800 $ 9,100        
SK Ecoplant | Series A Redeemable Convertible Preferred Stock | Initial Investment                                  
Schedule of Equity Method Investments [Line Items]                                  
Offering price per share (in dollars per share) | $ / shares                 $ 25.50                
Total purchase price                 $ 255,000                
SK Ecoplant | Series A Redeemable Convertible Preferred Stock | Second Tranche Closing                                  
Schedule of Equity Method Investments [Line Items]                                  
Derecognition of the pre-modification forward contract fair value   $ 76,200                              
SK Ecoplant | Class A Common Stock                                  
Schedule of Equity Method Investments [Line Items]                                  
Shares converted (in shares) | shares       10,000,000                          
SK Ecoplant | Series B Preferred Stock | Second Tranche Closing                                  
Schedule of Equity Method Investments [Line Items]                                  
Shares sold in offering (in shares) | shares     13,491,701                            
Offering price per share (in dollars per share) | $ / shares     $ 23.05                            
Temporary equity, par value (in dollars per share) | $ / shares     $ 0.0001                            
[1]
9 Including change in related party balances of $3.8 million and $8.4 million for the years ended December 31, 2024, and 2023, respectively. There were no associated related party balances as of December 31, 2022.
v3.25.0.1
SK ecoplant Strategic Investment - Schedule of Aggregate Carrying Values (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents [1] $ 802,851 $ 664,593
Accounts receivable [1],[2] 335,841 340,740
Inventories [1] 544,656 502,515
Prepaid expense and other current assets [1],[3] 46,203 51,148
Total current assets 2,044,127 1,693,167
Operating lease right-of-use assets [1],[4] 122,489 139,732
Other long-term assets [1],[5] 46,136 50,208
Total assets 2,657,354 2,413,677
Current liabilities:    
Accounts payable [1],[6] 92,704 132,078
Accrued expenses and other current liabilities [1],[7] 138,450 130,879
Operating lease liabilities [1],[8] 19,642 20,245
Total current liabilities 636,758 470,422
Operating lease liabilities [1],[9] 124,523 141,939
Non-recourse debt [1],[10] 4,057 4,627
Total liabilities 2,072,138 1,893,007
SK Ecoplant    
Current assets:    
Cash and cash equivalents 15,767 3,003
Accounts receivable 2,515 19,567
Inventories 15,020 8,156
Prepaid expense and other current assets 3,361 644
Total current assets 36,663 31,370
Property and equipment, net 1,796 2,519
Operating lease right-of-use assets 1,663 2,138
Other long-term assets 40 46
Total assets 40,162 36,073
Current liabilities:    
Accounts payable 7,693 3,480
Accrued expenses and other current liabilities 2,154 2,347
Operating lease liabilities 442 440
Total current liabilities 10,289 6,267
Operating lease liabilities 977 1,617
Non-recourse debt 4,057 4,627
Total liabilities $ 15,323 $ 12,511
[1] We have variable interest entity related to a joint venture in the Republic of Korea (see Note 17 — SK ecoplant Strategic Investment), which represents a portion of the consolidated balances recorded within these financial statement line items.
[2] Including amounts from related parties of $93.5 million and $262.0 million as of December 31, 2024, and 2023, respectively.
[3] Including amounts from related parties of $1.2 million and $2.3 million as of December 31, 2024, and 2023, respectively.
[4] Including amounts from related parties of $1.4 million and $2.0 million as of December 31, 2024, and 2023, respectively.
[5] Including amounts from related parties of $8.8 million and $9.1 million as of December 31, 2024, and 2023, respectively.
[6] Including amounts from related parties of $0.1 million as of December 31, 2023. There were no related party balances as of December 31, 2024.
[7] Including amounts from related parties of $4.0 million and $3.4 million as of December 31, 2024, and 2023, respectively.
[8] Including amounts from related parties of $0.4 million and $0.4 million as of December 31, 2024, and 2023, respectively.
[9] Including amounts from related parties of $1.0 million and $1.6 million as of December 31, 2024, and 2023, respectively.
[10] Including amounts from related parties of $4.1 million and $4.6 million as of December 31, 2024, and 2023, respectively.